27 February 2009

Appendix 2 (TRT-W1) (Format)

Appendix 2 Summary Details of Warrants to purchase ordinary shares of Tirathai Public Company Limited (TRT) No.1 (TRT-W1) for the existing shareholders Issuer:Tirathai Public company Limited ("Company" or "TRT") Type of Security:Warrants for ordinary shares of Tirathai Public Company Limited number 1, offered to the existing shareholders ("Warrants" or "TRT-W1") Type of Warrants:Nominated and transferableNumber of Warrants in issuance and offering:Not exceeding 67,547,500 units Number of new ordinary shares to be issued to accommodate the Warrants: 67,547,500 newly issued ordinary shares of TRT to accommodate the exercise rights of Warrants no.1 (TRT-W1), together with 10,132,000 newly issued ordinary shares of TRT to accommodate the ESOP's Warrants, totaling 77,679,500 shares (par value of THB 1.00 per share). As of 5th of February 2008, TRT had a total of 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 Method:Offer to the existing shareholders of the Company, whose names appear on the shares registered book at the closing date (To be confirmed and announced by the Board of Directors), and at the ratio of 3 ordinary shares to 1 unit of warrant (any fraction from the calculation will be disregarded) Offering Price:-None-THB 0 per unit Date of Issuance and Offering:To be confirmed (to be announced by The Board of Directors) Maturity Period of Warrants:2 years from the date of issuance and offering Warrants 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) Exercise Price:THB 3.00 : 1 new ordinary share (par value of THB 1.00 per share) (subject to change under the terms and condition of rights adjustment) 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 The Last Exercise Date:To be comfirmed (subject to 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:Thailand Securities Depository Company Limited Secondary Market for Warrants:The company shall 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) The exercise of warrant to purchase ordinary sharesThe warrant holder is eligible to exercise all rights in full or only partial rights to purchase ordinary shares at each exercise date 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 3. Thai Juristic Person: Duly certified copy of incorporation, and evidence of the authorized person in either (1) or (2) Foreign Juristic Person: Duly certified copy of corporate documents which are ; Memorandum of Association, Articles 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) 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 (Besides this issuance and offering of Warrants to the existing shareholders, the company also issues and offers Warrants to directors, and employees under the "Employee Stock Ownership Program" or "ESOP") Case 2 The existing shareholders exercise their rights to purchase company's ordinary shares issuance No.1 in full amount 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 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 this issuance and offering of Warrants to the existing shareholders, the company also issues and offers Warrants to directors, and employees under the "Employee Stock Ownership Program" or "ESOP") 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 this issuance and offering of Warrants to the existing shareholders, the company also issues and offers Warrants to directors, and employees under the "Employee Stock Ownership Program" or "ESOP") Case Impacts to Shareholders Decreasing in Decreasing in share Decreasing in the rights profit sharing price(Price Dilution) to vote of the existing (EPS Dilution) does not exceed.. shareholders (Dilution does not exceed (percent) Effect) does not exceed ....(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