Information Memorandum Description, Condition and Major Characteristics of Warrants of Tirathai Public Company Limited No.1. (TRT-W1) Listing Date As of 9th July 2009 (Trading commencement on 9th July 2009) Type of Securities Warrants to Purchase Ordinary Share of Tirathai Public Company Limited No.1. (TRT-W1) Secondary Market mai Number of Warrants 67,547,319 units Underlying Shares 67,547,319 Shares Issuer Tirathai Public Company Limited ("The Company"). Offering to the existing shareholders of the Company, whose names appear on 28th May 2009, and the book closing date for collecting the name of shareholders, according to Securities and Exchange Act Section 225, will be on 29th May 2009, with the ratio of 3 ordinary shares to 1 unit of warrant (any fraction from the calculation will be disregarded). Rights of Warrants 1 unit of TRT-W1 has the right to purchase 1 ordinary share of The Company at the exercise price of Bath 3.00 per share. However, the exercise price and exercise ratio might be adjusted according to the condition of the adjustment of the exercise price and exercise ratio. Type of Warrants Nominated and transferable Term of Warrants 2 years since the Warrant issuance and offering date (The issuance and offering date is on 28th May 2009. The maturity date and the last exercise date is on 27th May 2011 and warrants will be delisted on the next day.) Offering Price 0.00 THB 2 Distribution of Warrants As of 29th May 2009 No. of Warrant No. of Warrants % of present listing holders Warrants 1 Warrant holders: 1.1 Director, manager, and executive management 20* 30,584,897 45.28% including related persons and associated persons 1.2 Warrant holders who have a holding of above 5% - - - including related persons 1.3 Controlling Shareholders - - - 2. Small Warrant holders hold > 1 trading unit 530 36,960,297 54.72% 3.Small Warrant holders hold < 1 trading unit 46 2,125 0.00% Total 596 67,547,319 100.00% Note : 1 Trading unit = 100 warrants * CIMB-GK SECURITIES PTE. LTD is a foreign juristic person acting as custodian of Mr. Tai Chong Yih, Director of Tirathai Public Company Limited Major Holders As of 29th May 2009 Name No. of warrants % of present listing Warrants 1. Mr. Sumpan Vongphan 8,495,872 12.578 2. CIMB-GK SECURITIES PTE. LTD 7,122,500 10.544 3. Mr. Upakrom Thaweephoke 3,056,760 4.525 4. Mrs. Warunee Seriwattana 3,033,333 4.491 5. Mr. Charuvit Suanmalee 3,030,160 4.486 6. Mrs. Charassri Pongpirodom 2,893,866 4.284 7. Mr. Ouichai Siriwajana 2,794,260 4.137 8. Mr. Vibul Wongsubechart 2,139,533 3.167 9. Mrs. Sunan Santichotinan 1,995,396 2.954 10. Mr. Prakit Likitluersuang 1,944,466 2.879 Total 36,506,146 54.045 Registrar Thailand Securities Depository Company Limited ("Securities Depository") Capital Market Academy Building Fl.2 2/7 Moo 4 (Northpark) Vipavadee Rd. Tungsonghong Luksi, Bangkok 10210 Tel: 0-2569-9000 Fax 0-2832-4994-5 The registrar of Warrants is responsible for closing the Warrants' registered book, which should have the records of; Warrant holders' name, last names, nationality, address, and other details that may be required by Thailand Securities Depository Company Limited. In the case of any discrepancy of information herein, it should be considered that, the information that appeared in the Warrants' registered book is accurate. The registrar of Warrants is responsible for issuing the Certificates of Warrant to the Warrant holders who have deposited their Warrants at the Securities Depository. And has also a duty to make records in the Warrants' registered book that, the Securities Depository is the holder of the Warrants on behalf of the Warrant holders. The registrar will also have to issue receipts for the Warrants or Certificates of Warrant as designated by the Securities Depository. 3 The registrar has the duty, as prescribed in the registrar appointment contract, to prepare and keep the Warrants' registered book, until all the Warrants are exercised or the Warrants reach the maturity. The Warrant holders have the rights to request for changes or making corrections the details in the Warrants' registered book. And, the registrar shall then proceed to change or correct the error accordingly. The Company shall reserve the right to change the registrar of Warrants. In this regard, the Company will send registered mail to the Warrant holders to inform of the change in the registrar of Warrants, for at least 30 days prior to the change taking place. Receiving Agent for the Exercise Accounting and Finance Department Warrants 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 Exercise Right of Warrants 1. Exercise Date Warrant holders can exercise their rights to purchase Company's ordinary shares on the last business day of June and December of each year, throughout the warrant maturity period. (These dates are described as "Exercise Date") For this, the first exercise date that Warrant holders can exercise their rights ("1st Exercise Date") is on the last business day of December, which will be on 30th December 2009. And the last exercise date that Warrant holders can exercise their rights ("Last Exercise Date") is 2 years after the date indicated in the Warrants, which will be on 27th May 2011. For this, the Company will not close the Company's shares registered book to suspend the transfers of Warrant. Except for the last exercise date, which the Company will close the registered book to suspend the transfers of Warrant 21 days prior to the last exercise date. In this regard, the Stock Exchange of Thailand ("SET") will post a SP sign ("Suspended") on the Warrants of the Company 3 days prior to the closing date of the Company's registered book. (In the event that the last closing date of the registration falls on the Company's holiday, the last exercise date shall be moved to the last business day prior to the last exercise date.) 2. Notification Period for the Exercise of Right Warrant holders who wish to exercise their rights to purchase ordinary shares of the Company must submit their intentions to exercise their rights to purchase ordinary shares of the Company from 9.00 to 15.30hr, within 5 business days prior to each of the exercise dates (Hereinafter called "the Notification Period"). In case that the exercise date is on the company's non-working day, the exercise date will be moved to the last working day prior to the previously indicated exercise date. Except for the last exercise date, Warrant holders must submit the intentions to exercise their rights within 15 days prior to the last exercise date. (Hereinafter called the "the Last Notification Period") 4 The Company will provide information regarding the exercise of the right, the exercise period, and the notification period, at least 5 days prior to each notification period, by using Electronic Listed Companies Information Disclosure (ELCID) system. As for the last exercise, the Company will send the registered mail to the Warrant holders, whose names appeared in the shares' registered book on the last book closing date. (21 days prior to the last day of the last exercise period.) Exercise Procedures 1. The holders of Warrant or the holders of Certificate of Warrant can obtain the Exercise Notification Form to exercise their rights to purchase ordinary shares at the Company within the Notification Period, or within the last Notification Period for the last exercise of rights 1.1. In case that the Warrants are in the scriptless system, the Warrant holders who want to exercise their rights shall notify their intentions and file the application forms for withdrawal of the Warrants, or for the issuances of Certificates of Warrant, as in the form prescribed by the SET, with securities companies who act as their brokers. The securities companies will then notify Security Depository to request for withdrawal of Warrants or the Certificates of Warrant to be used as evidences for exercising of rights, as stated above. 1.2. Warrant holders or the holders of Certificate of Warrant who would like to exercise their rights to purchase the Company's ordinary shares must comply with conditions to exercise the Warrants, by proceeding and sending the following documents at the above mentioned Contact address for exercising of rights: (a) A completed Exercise Notification Form to purchase ordinary shares that is filled out duly, correctly and clearly in all items. (b) Warrants or the Certificates of Warrant, in the form prescribed by SET, with the numbers indicated in the Exercise Notification Form to purchase ordinary shares and in the proxy form to allow the proxy to pick up the new Warrants for the unexercised Warrants (if any) (c) Payment in full amount as specified in the Exercise Notification Form. The Warrant holders or the holders of Certificate of Warrant who wish to exercise their rights shall have to pay in the forms of cash, check, draft, bill of exchange, payment order from the bank that can be called upon in Bangkok Metropolitan area within 2 official working days from each of the exercise dates. The forms of payment must be crossed and payable only to "Tirathai Public Company Limited", Saving Account Number: 364-2-47429-5, KASIKORNBANK PCL., BANGMEKKHAO Branch. The Exercise of Right to purchase shares will be valid only if the payments are collectable in full. In the event that, the payments cannot be collected for whatsoever reasons, those Warrant holders will be responsible for, and it will be deemed that Warrant holders intend to cancel such exercises of right, and the Company shall be correspondingly allowed to the cancellation of those 5 Exercises of Right. However, such cancellation shall not deprive the Warrant holders' right to subscribe to the Company's ordinary shares for the remaining exercise periods; except for the cancellation of the last exercise of right whereby their rights to purchase the ordinary shares shall be deemed expired. The Warrant holders or the holders of Certificate of Warrant are responsible for the payments of all taxes, duty stamps, official fees, and registration fees arising from the exercise of their rights to purchase Company's ordinary shares. (d) Supporting evidence for subscription 1. Thai individual : Duly certified copy of identification card 2. Foreign Individual : Duly certified copy of passport 3. Thai Juristic Person : Duly certified copy of incorporation, and evidence of the authorized person in either (1) or (2) 4. Foreign Juristic Person : Duly certified copy of corporate documents which are; Memorandum of Association, Article of Incorporation, and Certificate of Incorporation, Which are certified by Notary Public, and the evidence of the authorized person(s) in either (1) or (2) 1.3. Numbers of Warrant or Certificates of Warrant that are intended to be exercised to purchase ordinary shares must be in whole numbers only. Providing that, the exercise ratio is 1 unit of Warrant or Certification of Warrant to 1 unit of ordinary share, unless there is any change in rights adjustment 1.4. Number of newly issued ordinary shares can be calculated by dividing the total amount of payments that the Warrant holders, or the holders of Certificate of Warrant, have paid in full, as per the payment details described above, by the exercised price at the date of the exercise. In this case, the Company will issue a number of ordinary shares, not exceeding the number of Warrants or Certificates of Warrant being exercised, multiplied by the exercise ratio. In case that there is an adjustment in the exercise price and/or exercise ratio, that caused the calculation to result in fraction number of share, the Company will not take into account fraction of share in the calculation, and will return the remaining payment amount after the exercises of right to the Warrant holders or the holders of Certificate of Warrant. The returns of the remaining amount mentioned, without any interest, will be sent via registered mail within 30 days after each of the exercise dates 6 1.5. In case that the Company has received Warrants or Certificates of Warrant or the amounts of payment that are different from what are indicated in the Exercise Notification form, or the Company finds out that statements that the Warrant holders or the holders of Certificate of Warrant indicated in the Exercise Notification form are incomplete or incorrect, the Warrant holders or the holders of Certificate of Warrant must make such corrections within 5 business days after each of the exercise dates. In this case, if the Warrant holders or the holders of Certificate of Warrant do not correct such statements within the specific time period, the Company shall consider that the exercise notifications are expired and invalid without any exercises of the right. The Company will then return the payments, without any interest to the Warrant holders within 14 days from the exercise date. In case that the Warrant holders or the holders of Certificate of Warrant make insufficient payments, the Company has the right to take one of the following actions, as chosen by the Warrant holders or the holders of Certificate of Warrant according to the Exercise Notification Form. a) Deem that the Exercise Form is invalid without any exercise right; or b) Deem that the number of ordinary shares subscribed shall be equivalent to the numbers of exercise right of the Warrants actually received by the Company at the exercise price; or c) Require the Warrant holders or the holders of Certificate of Warrant to pay the remaining balances of the relevant exercise price within that Notification Period. If the Company does not receive payment within such period, the Company shall deem the notification of intention to exercise will be invalid as without any exercise of right. In case (a) and (c), the Company will return the payments and Warrants or the Certificates of Warrant, which the Company deems there are no exercises of right, without any interest to the Warrant holders or the holders of Certificate of Warrant. The returns will be sent by registered mail within 14 days from the exercise date. In case (b), the Company will return the payment amount, and the remaining Warrants or the Certificates (more)