BCPG Public Company Limited Management Discussion and Analysis of Business Operation For the third quarter ended September 30, 2016

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2 Summary of Significant Events on the Third Quarter of 2016 BCPG Public Company Limited 1. Execution of the contract for the construction of solar farm projects for government agencies and agricultural cooperatives As BCPG Public Company Limited (the Company ) has cooperated with 3 agricultural cooperatives for the development of solar farm project for government agencies and agricultural cooperatives, which met the selection criteria and received the right to enter into the agreement with the Provincial Electricity Authority ( PEA ) with the contracted capacity and installed capacity in an aggregate of 12 megawatts. The project involves: (1) a 5.0 MW power plant located at Wiset Chai Chan District, Ang Thong Province; (2) a 5.0 MW power plant located at Bang Pa-in District, Phra Nakhon Si Ayutthaya Province; and (3 ) a 2.0 MW power plant located at Phra Nakhon Si Ayutthaya District, Phra Nakhon Si Ayutthaya Province. Then Bangchak Solar Energy (Prachinburi) Co., Ltd. ( BSE-PRI ), a subsidiary, entered into the power purchase agreement with PEA for all these 3 projects in August The term of such power purchase agreement is 25 years under the Feed-in Tariff (FiT) rate at Baht 5.66 per unit. (The agreements with cooperatives are revenue sharing agreements) In September 2016, BSE-PRI entered into the contract for the construction of solar farm project (Engineering Procurement Construction (EPC)) for all these 3 projects with the project value not exceeding Baht 590 million under the construction period approximately 3-4 months. It is expected that these construction projects would be completed and commercially operated at the end of 2016 as planned. 2. Progress of legal dispute over the Suimei Project Godo Kaisha Natosi ( Natosi ) (formerly SunEdison Japan SPC 19 Godo Kaisha), an indirect subsidiary, has had the legal dispute with a third party ( Plaintiff ). The Plaintiff filed Natosi and 3 project initiators of the Suimei project (collectively called Defendant ) to Tokyo District Court by claiming that it had the ownership in such project. The estimated claim was approximately JPY 2.2 billion together with the delinquent charge at 6.0% per annum starting from April 29, 2015 whereas the Defendant had joint and several liabilities. However, on September 30, 2016, the Plaintiff and Natosi could settle this legal dispute, that is, the judge was confirmed by the Plaintiff that it withdrew the charge and this case was final. 3. Execution of the loan agreement for the Nagi Project In August 2016, Nagi PV Godo Kaisha, an indirect subsidiary, executed in the loan agreement with a financial institution for a long-term loan in an aggregate of JPY 3, million for a period of 18 years for the development of a power plant with 14.1 MW installed capacity. Up to now, 60% of the project has been completed, and it is expected that the whole project would be completed in the first quarter of

3 Summary of the Company and its subsidiaries operating results for the third quarter of 2016 and for a period of 9 months ended September 30, Overview In the third quarter of 2016, BCPG Public Company Limited and its subsidiaries (collectively called Group of Companies ) earned total revenue of Baht million from electric sale, increased by 7.4% YoY and 3.4% QoQ. Earnings before interest, taxes, depreciation and amortization ( EBITDA ), was Baht million, dropped by 13.4% YoY but increased by 18.1% QoQ. Operating profit was Baht million, decreased by 21.9% YoY but increased by 21.5% QoQ. Furthermore, the net profit was recorded at Baht million or declined by 30.0% YoY and 20.6% QoQ. Excluding expenses that are not related to normal operating activities, e.g. consulting fees relating to the business acquisition (including the acquisition of SunEdison), other consulting fees, company establishment cost, and other expenses relating to the initial public offering (IPO), etc., EBITDA would be Baht million or a decrease of 21.9% YoY and 20.6% QoQ. The operating profit would be Baht million or dropped by 16.8% YoY and 0.5% QoQ. Business Performances of BCPG s Group Revenues from Each Operating Units for the Period of 9 Months (9M 2015) (9M 2016) 3

4 The Structure of Asset Liabilities & Equity As of the end of Q3/2016, the Group of Companies recorded higher assets of Baht 25, million or an increase of 119.5% if compared to the end of Over 50% of such assets were Property, plant and equipment, followed by cash and cash equivalents, which accounted for 38.3% of total assets. Debt-to-Equity ratio of the Group of Companies was equal to 0.80 times at the end of Q3/2016 while 1.97 times as of the end of Summary of operating results Business Performances of BCPG s Group Remark: 1/ EBITDA and operating profit excluding other incomes, including net gain on foreign exchange 2/ EBITDA and operating profit excluding (1) other income, including net gain on foreign exchange, and (2) non-operating expenses 3/ Net profit excluding non-operating expenses Revenue Structure classified by Geography Production Capacity based on PPA 4

5 In Q3/2016, the Group of Companies earned the income from electric sale amounting to Baht million or an increase of 7.4% YoY and 3.4% QoQ. This improvement was mainly resulted by increasing in revenue of 5 projects in Japan, which Nikaho project started the operation in July 2016 with contracted capacity of 8.8 megawatts (installed capacity of 13.2 megawatts). In addition, Japan from July to August was in summer; therefore, 17.1% higher quantity of electricity could be generated in four existing projects. The Group of Companies income from electric sale has been mainly derived from the business in Thailand, which accounted for 86.6% of total income from electric sale. However, in the third quarter of 2016, the income from electric sale in Thailand was Baht million, decrease of 2.0 YoY and decrease of 6.6 QoQ. of 5.1% QoQ when compared to the second quarter of the same year as the solar irradiation was decreased due to the monsoon and rainy season leading to a lower electricity generation of 4.9% for YoY and 6.6% higher for QoQ. In addition, the average electric price (excluded adder) has been rising to Baht 3.17 per unit in Q3/2016, decrease of 7.4% YoY and increase of 5.7% QoQ In Q3/2016, the Group of Companies recorded the gross profit in the amount of Baht million, risen 0.4% when compared to Q2/2016 as resulted by higher income from the Nikaho project as described above. Meanwhile, the Group of Companies had EBITDA at Baht million or an increase of 18.1% when compared to Q2/2016 due to higher income and depreciation of the Nikaho project. The Group of Companies earned the operating profit amounting to Baht million, increased by 21.5% when compared to Q2/2016 due to higher income and lower administrative expenses. Despite higher EBITDA and operating profit earned by the Group of Companies in Q3/2016, the net profit declined to be Baht million or a drop of 20.6% when compared to Q2/2016, resulted by Japanese currency appreciation during Q2/2016 as compared to Q3/2016, so the Group of Companies had foreign exchange gain of Baht million. Nevertheless, if such foreign exchange was excluded, the net profit in Q3/2016 would be higher than that in Q2/2016 in the amount of Baht million or an increase of 23.1%. but lower than Q3 of 2015 However, in order to reflect the actual operating results of the Group of Companies by deducting any non-operating expense, which included the due diligence fee and consulting fee on business acquisition, expenses on company establishment, expenses relating to the offer for sales of capital-increase shares, and other consulting fees in Q3/2016, EBITDA, operating profit, and net profit amounted to Baht million, Baht million, and Baht million respectively or change of -9.2%,-16.8% and -24.5% YoY respectively and changes of +1.7%, -0.5%, and -30.9% respectively QoQ During the first 9 months of 2016, the Group of Company reported the total revenue of Baht 2, million, increased by 3.1% if compared to the same period of the previous year, which was mainly due to revenue from 5 power plant projects in Japan with the total contracted capacity of megawatts. 5

6 For the business in Thailand, income from electric sale dropped to Baht 2, million or a decline of 5.3% if compared to the same period of the previous year due to the decline of electricity generation for 3.2% and decreasing base tariff from Baht 3.41 Kwh in 9M/2015 to Baht 3.16 Kwh in 9M/2016. The gross profit earned by the Group of Companies weakened to be Baht 1, million, dropped by 2.6%, which was mainly resulted by an increase of depreciation and administrative expenses for projects in Japan. EBITDA, operating profit, and net profit (after deducting nonoperating expenses) dropped to Baht 1, million, Baht 1, million, and Baht 1, million respectively, which accounted for declines of 12.4%, 17.9%, and 15.6% respectively. Such declines were mainly caused by higher expenses for personnel, consulting fees, expenses relating to IPO, and travelling cost, etc. which is in line for the business restructure and expansion (see details in 2.3) Revenue from Electricity Sales Revenue Structure of Each Solar Plant 6

7 Production of Each Solar Plant 2.2. Other Incomes During the third quarter of 2016, the Group of Companies earned other income amounting to Baht million, increase of 9.4% YoY and decrease of 0.7 QoQ, mainly due to a discount from payment for construction of a power plant in Japan in quarter 3/2016. During the first 9 months of 2016, other income of the Group of Companies totaled Baht million, up by 1,421.2% when compared to the same period of 2015, thanks to the foreign exchange gain of Baht million because of Japanese currency appreciation against Thai Baht during the second and third quarters of Other Incomes 2.3. Costs and Expenses 7

8 Cost of sales and services BCPG Public Company Limited During the first 9 months of 2016, the cost of sales and services of the Group of Companies totaled Baht million, up by 25.6% in comparison with the same period of 2015, mainly due to (1) an increase in depreciation and amortization of 5 power plants in Japan and (2) expenses for projects in Japan e.g. administrative cost, electricity-water expenses, and corporate tax, etc. Administrative Expenses During the first 9 months of 2016, the Group of Company recorded the administrative expenses at Baht million, up by % if compared to the same period of 2015 mainly due to (1) increasing personnel expenses which some were previous absorbed by Bangchak Petroleum Public Company Limited ( Bangchak ) and some were higher due to more personnel engaged to support the business restructure and expansion both in Thailand and Japan and (2) increasing consulting fees to be Baht million whereas the consulting fees in some activities were nonoperating expenses, e.g. expenses relating to the business acquisition, other consulting fees, company establishment fees, etc. in the total of Baht million. Such consulting fees are mostly related to the business acquisition in Japan from SunEdison. Detail of Total Costs and Expenses Financial Cost

9 At the end of Q3/2016, the Group of Companies recorded the remaining amount of loans totaling Baht 10, million, up by 35.6% when compared to the end of During the first 9 months of 2016, the Group of Companies had the financial cost at Baht million or 3.8% on average Profitability Profitability Earning per Share 3. Financial position of the Group of Companies 3.1. Overview At the end of Q3/2016, assets of the Group of Companies were recorded at Baht 25, million or a 119.5% increase if compared to the end of This increase was mainly caused by additional assets derived from the business acquisition in Japan from SunEdison, and from cash received by the offer for sales of capital-increase shares. However, total liabilities were also higher to be Baht 11, million or a 46.9% increase if compared to the end of 2015 mainly resulted by loans for investment in power plant projects in Japan, and loans for debt repayment to Bangchak and for future investment. The shareholders equity increased to be Baht 14, million or up by 262.4% when compared to the end of 2015 mainly caused by the offer for sales of capital-increase shares and higher retained earnings from operations during the first 9 months of Debt-to-equity ratio of the Group of Companies dropped from 1.97 times at the end of 2015 to 0.80 times at the end of Q3/

10 Summary of Financial Position Debt to Equity Ratio Current Assets As of the end of Q3/2016, the Group of Companies recorded higher current assets to be Baht 10, million or an increase of 663.7% when compared to the end of 2015, which were mainly due to: (1) Cash risen to Baht 9, million, which was mostly resulted by the offer for sales of capital-increase shares to existing shareholders on March 2016, the IPO on September 2016 (for more information, please see 3.3), and cash from operating activity by the Group of Companies during the first 9 months of (2) Other receivables were recorded higher to be Baht million, which were mostly resulted by increasing receivables in Japan (3) Other current assets amounting to Baht million, which were most resulted by cash refund for value added tax in Japan Detail of Current Assets Non-current assets 10

11 As of the end of Q3/2016, the Group of Companies recorded higher non-current assets to be Baht 14, million or an increase of 43.4% when compared to the end of 2015 due to: (1) Property, plant and equipment were recorded higher to be Baht 13, million due to a hike of land and equipment of the business in Japan for Baht 3, million. Meanwhile, no additional investment has been made for the business in Thailand; therefore, the ratio of assets in type of land, building and equipment in Thailand to that in Japan was at 75:25 respectively. (2) Goodwill amounting to Baht 1, million resulted by an acquisition of the solar thermal power plant in Japan from SunEdison with the installed capacity approximately 200 megawatts, in which the payment amounting to Yen 4,256 million (approximately Baht 1, million) has been made under the contract terms and conditions on February Such acquisition met the conditions under Thailand Financial Reporting Standard, No. 3 (revised 2015) on business combinations, in which the record of acquired assets was assessed by the Management. However, the fair value valuation of the solar thermal power plant in Japan has been carried out by an independent appraiser. (3) Intangible assets amounting to Baht million derived from values of intangible assets in type of business license such as Electric Sale License, Grid Connection License of the solar thermal power plant in Japan in the amount of Baht million. (4) Other non-current assets totaling Baht million, which included the deposit for land and guarantee. Detail of Non-Current Assets Liabilities Current Liabilities

12 As of the end of Q3/2016, the Group of Companies had higher current liabilities from Baht million to Baht 1, million or an increase of 146.0% when compared to the end of 2015 due to: (1) Other payables totaling Baht million, which were higher as a result of trade account payables and other payables of the business in Japan, accrued expenses from the IPO, and accrued interest payable. (2) Loans totaling Baht 1, million, which involved the VAT loan of a subsidiary in Japan, and the current portion of long-term loans from financial institutions that must be paid within a year, which consisted of a loan for the business in Thailand amounting to Baht 1, million and a loan for the business in Japan amounting to Baht million. Detail of Current Liabilities Non-current Liabilities As of the end of Q3 / , the Group of Companies recorded higher non-current liabilities to be Baht 9, million, risen by 35.5% when compared to the end of 2015 due to: (1) Long-term loans of Baht 8, million derived from the increasing amount of loans for debt repayment to Bangchak and for investment in the business in Japan, and loans from financial institutions of the business in Japan itself. Details of Short-term Loan and Long-term Loan Remark: The proportion between loan in Baht and Yen is 59:41 respectively (Q3 2016) 12

13 (2) Estimated long-term liabilities amounting to Baht million, which was the estimate of incremental compensation from an acquisition of the business in Japan from SunEdison. Detail of Non-Current Liabilities 3.3. Shareholders equity As of the end of Q3/2016, the Group of Companies had higher shareholders equity to be Baht 14, million from Baht 3, million or an increase of 262.4% when compared to the end of 2015 mainly due to: (1) Paid-up capital and share premium amounting to Baht 12, million from the offer for sales of capital-increase shares in an aggregate of Baht 3,300 million to existing shareholders in March 2016, and the IPO for 590 million shares under the offer price of Baht per share in an aggregate of Baht 5, million in September Such IPO involved: (a) paidup capital amounting to Baht 2, million, which added the paid-up capital to be Baht 9, million; and (b) share premium after the deduction of expenses relating to the capital increase (e.g. underwriting fee, consulting fee, and capital-increase registration charges) totaling Baht 2, million. (2) Unappropriated retained earnings amounting to Baht 1, million from the operating results of the Group of Companies in 2015 and from the operating results of the Group of Companies during the first 9 months of (3) Other components of the shareholders equity amounting to Baht million caused by the currency translation differences from Japanese Yen to Thai Baht. Detail of Equity 13

14 3.4. Key Financial Ratios In Q3/2016, the liquidity ratio in general of the Group of Companies grew if compared to the end of 2015 due to positive operating results and capital increase as stated in 3.3. Accounts receivable turnover ratio was 6.67 times at the end of Q3/2016 or the average collection period was and 54 days. Furthermore, the accounts payable turnover ratio was times with the average collection period of 138 days. The debt-to-equity ratio was better to be 0.80 times due to the operating results of the Group of the Companies during the first 9 months of 2016 and the capital increase. However, the DSCR ratio became worse to be 7.45 times as a consequence of an increase in interest expense from greater amount of loans and a decrease in EBITDA during the first 9 months of Key Financial Ratios Remark: 1/ Due to the Company s Group does not prepared 2014 financial statement related to business combination of entities under common control, some financial ratios are unable to be calculated the averaged ratio in Cash flow of the Company and subsidiaries 14

15 As of the end of Q3/2016, the Group of Companies had cash and cash equivalents amounting to Baht 9, million or an increase of 192.2% when compared to Q2/2015. This arose from net positive cash flow from the operating results during the first 9 months of 2016 totaling Baht 1, million, and cash from loans and capital increase during 2016 offsetting by net negative cash flow from investing activities used for the acquisition of the business of SunEdison in Japan. Details of Cash from (used in) Each Activities 15