27 February 2009

Appendix 1 (ESOP) (Format)

Appendix 1 Summary Details of Warrants for Ordinary Shares of Tirathai Public Company Limited (TRT), No.1 for Directors and employees under Employee Stock Ownership Plan (ESOP) Issuer:Tirathai Public Company Limited ("Company" or "TRT")Objectives and Necessities 1. To motivate and to reward the Company's directors and employees who have contributed to the success of business in the past year. 2. To provide employees the opportunity to have shared ownership of the company. This is to reward and recognize them for their commitments, hardship, and dedication to the Company's success. 3. To motivate and to retain high performing employees, who have high level of competency and work performance that can contribute to the business in long run.Type of Security:Warrants for ordinary shares of Tirathai Public Company Limited that are issued for directors and employees under Employee Stock Ownership Plan (ESOP) Type of Warrants:Nominated and non-transferable, unless by inheritance or beneficiary transfer Number of Warrants in issuance and offering:10,132,000 units, to be offered to Company's directors and employees Number of new ordinary shares to be issued to accommodate the Warrants:10,132,000 newly issued ordinary shares of TRT (par value of THB 1.00 per share) to accommodate the ESOP's Warrants, and together with 67,547,500 newly issued shares of TRT to accommodate the existing shareholders' rights of Warrants no.1 (TRT-W1), totaling 77,679,500 shares (par value of THB 1.00 per share). As of 5th February 2008, TRT had 101,321,250 fully paid ordinary shares outstanding (par value of THB 2.00 per share). At this stage, the Company is in the process of seeking approval to change its par value from THB 2.00 per share to THB 1.00 per share (subject to approval from the General Shareholders' Meeting) Offering Price:-None- THB 0 per unit Maturity of Warrants:2 years from the date of issuance and offering of Warrants Exercise Price (THB per one ordinary share):Equal to the exercise price of the existing holders of Warrants for the Company's ordinary shares issuance No.1, which is equaled to THB 3.00 (par value of THB 1.00 per share) Exercise Ratio:1 unit of warrant has the right to purchase 1 unit of ordinary share (par value of THB 1.00 per share) (subject to change under the terms and condition of rights adjustment) Date of Issuance and Offering:To be confirmed. (to be announced by the Board of Directors) Exercise Date:The first time that the warrant holders can exercise their rights is on the last business day of December. Subsequent dates for exercising their rights will be on the last business day of June and December of the subsequent years throughout the warrant maturity period. The first exercise date will be on the last business day of December of the issuing year, which is on 30th December 2009 Exercise Conditions and Period: (1) 1st Exercise Date 30th December 2009. The warrant holders are eligible to exercise no more than 25 percent of the Warrants allocated (2) 2nd Exercise Date 30th June 2010. The warrant holders are eligible to exercise no more than 50 percent of the Warrants allocated (3) 3rd Exercise Date 30th December 2010. The warrant holders are eligible to exercise no more than 75 of the Warrants allocated (4) 4th Exercise Date 30th June 2011. The warrant holders are eligible to exercise no more than 100 of the Warrants allocated (5) 5th Exercise Date (To be Confirmed and announced by Board of Directors) The warrant holders are eligible to exercise no more than 100 of the Warrants allocated However, the remaining amounts of Warrants that are not exercised on an exercise date can be accumulated to the amount to be exercised in the next exercise date throughout the warrant maturity. The exception is in the case of passing the last exercise date that the Warrants holders will no longer be eligible to exercise the unexercised Warrants. The unexercised Warrants will be terminated. The Last Exercise Date:To be confirmed. (subject to the approval from the Board of Directors). If the Last Exercise Date is not an official working day, the New Last Exercise Date will be moved to the last official working day prior to the Last Exercise Date mentioned hereunder. Registrar of Warrants:Tirathai Public Company Limited Secondary Market for Warrants:The company shall not list the Warrants on the Stock Exchange of Thailand (SET) Secondary Market for ordinary shares derived from the exercise of Warrants:The company shall list the ordinary shares that are derived from the exercise of the Warrants in the Stock Exchange of Thailand (SET) Detail of contact for the exercise of the Warrants :Accounting and Finance Department Tirathai Public Company Limited 516/1 Moo 4 (Bangpoo Industrial Estate) Sukhumvit Road Praeksa District, Muang Samutraprakarn 10280 Tel 0-2709-4499, 0-2323-0818, 0-2709-3237-8 Fax 0-2323-0910, 0-2709-3236 Supporting evidence for subscription : 1. Thai individual : Duly certified copy of identification card 2. Foreign individual : Duly certified copy of passport List of directors and management members who obtain the Warrants:Names of directors and management members who obtain the Warrants are as follow;Name Position Amount of Warrants Percentage of total amount of allocated (units) Warrants issued (percent) 1. Dr.Tongtaj Hongladarom Chairman of the Board / Independent Director 240,000 2.37 2. Mr.Sumpan VongphanDirector / CEO 497,500 4.91 3. Mr.Upakrom ThaweephokeDirector / Managing Director / Finance Account and Information Technology Department Manager 437,500 4.32 4. Mr.Amporntat PoolcharoenDirector / Procurement and Transportation Department Manager 370,000 3.65 5. Mr Charuvit SuanmaleeDirector / Managing Director / Production Department Manager 437,500 4.32 6. Mr.Ouichai SiriwajanaDirector / Managing Director / Sales Department manager 437,500 4.32 7. Mrs.Sunan SantichotinanDirector / Human Resource and Office Administration Department Manager 370,000 3.65 8. Mr.Tai Chong YihDirector 120,000 1.18 9. Dr.Pisit LeeahthamIndependent Director / Head of Audit Committee 240,000 2.37 10. Dr.Rein BoondiskulchokIndependent Director / Audit Committee 120,000 1.18 11. Mr.Teeravut SupaviriyakulIndependent Director / Audit Committee 120,000 1.18 12. Mr.Siriwat SripipatChairman of Executive Committee 135,000 1.33 13. Mr.Somsak KooarmornpattanaEngineering Department Manager 200,000 1.97 14. Mr.Yossagorn BurakamkovitVice President 150,000 1.48 15. Mr.Chumporn KoopipatVice President 200,000 1.97 Tota l4,075,000 40.22 Remark: The total number of Warrants issued and offered at this period is 10,132,000 units. No individual director or management team member obtains higher than 5 percent of total warrant issued and offered at this period. Impacts to Shareholders:In considering the impacts to shareholders, there are 5 cases of impacts Case 1 Directors and employees exercise the rights to purchase company ordinary shares issuance No.1 in full amount Case 2 The existing shareholders exercise their rights to purchase company's ordinary shares issuance No.1 in full amount (Besides the issuance and offering of Warrants for directors and employees, the company also issues and offers Warrants to the existing shareholders (RO)) Case 3 Other individuals who are not the existing shareholders exercise the rights to purchase company's ordinary shares issuance No.1 in full amount (Besides the issuance and offering of Warrants for directors and employees, the company also issues and offers Warrants to the existing shareholders (RO)) Case 4 Directors and employees exercise the rights to purchase company's ordinary shares issuance No.1 in full amount, and existing shareholders also exercise their rights to purchase company's ordinary shares issuance No.1 in full amount. (Besides the issuance and offering of Warrants for directors and employees, the company also issues and offers Warrants to the existing shareholders (RO)) Case 5 Directors and employees exercise the rights to purchase ordinary shares issuance No.1 in full amount and other individuals who are not the existing shareholders also exercise their rights to purchase ordinary shares issuance No.1 in full amount. (Besides the issuance and offering of Warrants for directors and employees, the company also issues and offers Warrants to the existing shareholders (RO)) Impacts to Shareholders Case Decreasing in the rights Decreasing in profit Decreasing in share to vote of the existing sharing(EPS Dilution) price(Price Dilution) shareholders (Dilution Effect) does not exceed.. does not exceed.... (persent) (percent) Case 1 (ESOP holders exercise the rights) 4.76 4.76 1.61 Case 2 (RO Existing shareholders exercise the rights) 0.00 25.00 8.45 Case 3 (RO Other individuals exercise the rights) 25.00 25.00 8.45 Case 4 (ESOP and existing shareholders exercise the rights) 4.76 27.71 9.37 Case 5 (ESOP and Other individuals exercise the rights) 27.71 27.71 9.37