Notice of the Extraordinary General Meeting of Shareholders No. 1/2012 The Siam Cement Public Company Limited

Transcription

1 Notice of the Extraordinary General Meeting of Shareholders No. 1/2012 The Siam Cement Public Company Limited Wednesday, January 25, 2012 at 09:00 hours Grand Hall 2nd floor, Plaza Athenee Bangkok, A Royal Meridien Hotel

2 Index Page Notice of the Extraordinary General Meeting of Shareholders No. 1/ Attachments 1. Information Circular on Connected Party Transactions Information Memorandum on Connected Party Transactions under Clause 20 of the Connected Party Transaction Notification Opinion of the Independent Financial Advisors Attachment 4. Company s Articles of Association relating to the General Meeting of Shareholders Voting, counting, and announcement of the vote Map to Plaza Athenee Bangkok, A Royal Meridien Hotel Registration form, documents and evidences required prior to attending the Meeting proxy procedure, registration, and two Proxy Forms as specified by Department of Business Development, Ministry of Commerce Attachment

3 Notice of the Extraordinary General Meeting of Shareholders No. 1/2012 of The Siam Cement Public Company Limited Subject To Attachments Invitation to attend the Extraordinary General Meeting of Shareholders No. 1/2012 Shareholders 1. Information Circular on Connected Party Transactions 2. Information Memorandum on Connected Party Transactions under Clause 20 of the Connected Party Transaction Notification 3. Opinion of the Independent Financial Advisor 4. Company's Articles of Association Relating to the General Meeting of Shareholders 5. Voting, counting, and announcement of the vote 6. Map to Plaza Athenee Bangkok, A Royal Meridien Hotel 7. Registration form, documents and evidence required prior to attending the Meeting; proxy procedure; registration; and two Proxy Forms as specified by Department of Business Development, Ministry of Commerce NOTICE IS HEREBY GIVEN that, by virtue of the resolution of the Board of Directors of The Siam Cement Public Company Limited ( SCC or Company ) held on Wednesday, December 21, 2011, the Extraordinary General Meeting of Shareholders will be held on Wednesday, January 25, 2012 at 09:00 hours at Grand Hall 2 nd floor, Plaza Athenee Bangkok, A Royal Meridien Hotel, 61 Wireless Road, Bangkok to consider matters according to the agenda together with the Board's opinions as follows: Agenda 1 To approve SCG Chemicals Co., Ltd. to acquire shares of Thai Plastic and Chemicals Public Company Limited from connected persons Preamble Thai Plastic and Chemicals Public Company Limited ( TPC ) is the leading producer of Polyvinyl Chloride ( PVC ) in ASEAN with production facilities in Thailand, Vietnam, and Indonesia. Currently, SCC holds 45.64% in TPC, an investment which has yielded attractive and stable returns to SCC. Therefore, SCC finds that additional investment in TPC would enhance returns to SCC and would increase investment opportunities in PVC business in the ASEAN region in the future. Based on the above, on December 21, 2011, the Board of Directors approved SCG Chemicals Company Limited to acquire shares of TPC from existing large shareholders up to 266,543,210 shares representing 30.47% of the total issued and paid-up capital of TPC at the price of Baht 30 per share for a total consideration of not exceeding Baht 7,996.3 million. -1-

4 Upon completion of the Transaction, SCG Chemicals Co., Ltd. will be required to make a Mandatory Tender Offer for all securities of TPC according to the Notification of the Capital Market Supervisory Board (Thor Jor. 12/2554). The aforementioned purchase of shares is considered as a connected party transaction based on the notification of Board of Directors of the Stock Exchange of Thailand and the Securities and the Capital Market Supervisory Board. Therefore, the Board of Directors has passed a resolution to propose the aforementioned agenda to SCC s shareholders Meeting to consider and approve, with the following details: 1) To acquire 161,312,850 shares, representing 18.44% of all issued and paid-up shares of TPC from CPB Equity Co., Ltd. 2) To acquire 45,767,780 shares, representing 5.23% of all issued and paid-up shares of TPC from Mr. Yos Euarchukiati 3) To acquire 28,512,490 shares, representing 3.26% of all issued and paid-up shares of TPC from Mrs. Vilaiphan Euarchukiati 4) To acquire 17,332,340 shares, representing 1.98% of all issued and paid-up shares of TPC from Mrs. Lawal Techapaiboon 5) To acquire 10,610,000 shares, representing 1.21% of all issued and paid-up shares of TPC from Mr. Sak Euarchukiati 6) To acquire 3,007,750 shares, representing 0.34% of all issued and paid-up shares of TPC from Charoon Euarchukiati Foundation Board of Directors' opinion The Board of Directors, excluding directors with conflict of interest, deems appropriate to propose to the Extraordinary General Meeting of Shareholders to consider and approve SCG Chemicals Co., Ltd. to purchase shares from connected persons up to 266,543,210 shares representing 30.47% of the total issued and paid-up capital of TPC at the price of Baht 30 per share for a total consideration of not exceeding Baht 7,996.3 million. Voting A resolution of the Shareholders Meeting to approve the Transactions must be passed by not less than three-fourths of total votes of shareholders attending the meeting and having voting rights, excluding interested shareholders. Abstained votes will be included in total vote counts as well as non-approve votes. All shareholders are cordially invited to attend the Extraordinary General Meeting of Shareholders No. 1/2012 to be held on Wednesday, January 25, 2012 at 9:00 hours at Grand Hall 2 nd floor, Plaza Athenee Bangkok, A Royal Meridien Hotel, 61 Wireless Road, Bangkok Registration to attend the Meeting will commence from 7:00 hours. -2-

5 For your convenience, if you wish to appoint a person to attend and vote at the Meeting on your behalf, please complete and duly execute only one of the two Proxy Forms (Form A or Form B) attached in Attachment No. 7, or alternatively you may download only one of three Proxy Forms: Form A, Form B or Form C (Form C is only for foreign investors who authorize the custodian in Thailand to keep and safeguard their shares.) from In addition, you may appoint an independent director as your proxy from the following independent directors: 1) Air Chief Marshal Kamthon Sindhvananda 2) Mr. Sumet Tantivejkul 3) Mr. Pricha Attavipach 4) Mr. Arsa Sarasin 5) Mr. Tarrin Nimmanahaeminda 6) Mr. Pramon Sutivong You are kindly requested to submit the completed Proxy Form to the Company by Tuesday, January 24, For your convenience, the Company will facilitate in affixing the stamp duty when registering to attend the Meeting. Yours faithfully, Bangkok, January 4, 2012 By order of the Board of Directors (Mr. Worapol Jennapar) Secretary to the Board Note: 1. The Invitation to attend the Extraordinary General Meeting of Shareholders No. 1/2012 and enclosed attachments will be available on company website ( from January 9, For shareholders with escorts, please be informed that the company will invite your escorts to the guest area during the meeting 3. For more information, please contact: Ms. Praiya Bhrommanop or Mr. Nitipat Klunbida Corporate Secretary Office, The Siam Cement Public Company Limited Phone: , Fax:

6 Attachment 1 Information Circular on Connected Party Transactions of The Siam Cement Public Company Limited The Board of Directors Meeting of The Siam Cement Public Company Limited ( SCC ), held on December 21, 2011 passed the resolution to propose to the meeting of shareholder to approve SCG Chemicals Company Limited ( Acquirer ), a holding company for SCC s chemical business, to acquire up to 266,543,210 shares representing up to 30.47% of all issued and paid-up shares of Thai Plastic and Chemicals Public Company Limited ( TPC ) at the price of Baht 30 per share from 6 sellers of TPC (the Transaction ) with the following detail: 1) To acquire 161,312,850 ordinary shares representing 18.44% of all issued and paid-up shares of TPC from CPB Equity Company Limited ( CPBE ) 2) To acquire 45,767,780 ordinary shares representing 5.23% of all issued and paid-up shares of TPC from Mr. Yos Euarchukiati 3) To acquire 28,512,490 ordinary shares representing 3.26% of all issued and paid-up shares of TPC from Mrs. Vilaiphan Euarchukiati who is considered as close relative to Mr. Yos Euarchukiati 4) To acquire 17,332,340 ordinary shares representing 1.98% of all issued and paid-up shares of TPC from Mrs. Lawal Techapaiboon who is considered as close relative to Mr. Yos Euarchukiati 5) To acquire 10,610,000 ordinary shares representing 1.21% of all issued and paid-up shares of TPC from Mr. Sak Euarchukiati who is considered as close relative to Mr. Yos Euarchukiati 6) To acquire 3,007,750 ordinary shares representing 0.34% of all issued and paid-up shares of TPC from Charoon Euarchukiati Foundation who is considered as related person to Mr. Yos Euarchukiati The Transaction requires approval from the EGM No. 1/2012 to proceed further. In case the Acquirer can purchase all shares from the 6 sellers, the acquired shares will be 266,543,210 shares representing 30.47% of all issued and paid-up shares of TPC. The total transaction size will be Baht 7,996.3 million. Prior to the Transaction, SCC holds 45.64% of all issued and paid-up shares of TPC. Upon completion of the Transaction, the Acquirer will be required to make a Mandatory Tender Offer for all securities of TPC according to the Notification of the Capital Market Supervisory Board (Thor Jor. 12/2554). For the calculation under the Notification of the Board of Governors of the Stock Exchange of Thailand (Bor.Jor./Por.22-01) on Disclosure of Information and Other Acts of Listed Companies Concerning the Connected -4-

7 Transactions (2003), and Notification of the Capital Market Supervisory Board (TorChor. 21/2551) on Rules on Connected Transactions, the maximum transaction size is Baht 7,996.3 million - whereas the net tangible assets in consolidated SCC financial statement as of 30 September 2011 is Baht 125,537.0 million. Therefore, the transaction size calculated from the payment of TPC shares, the consideration paid to TPC is up to 6.37% which exceeds 3.00% of the net tangible assets of SCC, it was therefore resolved to propose this matter to the EGM No. 1/2012 for approval. The Transaction is considered as the acquisition of assets transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand on Disclosure of Information and Other Acts of Listed Companies concerning the Acquisition and Disposition of Assets, 2004 (Bor.Jor./Por 21-01), because it is a transaction whereby a listed company acquires assets, the highest value of which is calculated according to the net tangible asset method. The value of the Acquisition Transaction calculated in accordance with the requirement in the Acquisition and Disposition of Assets Rule, is 5.8%. Therefore, SCC is not subject to disclosure requirement and shareholders approval under this notification. Therefore, SCC would like to report the information on the connected transaction as follows: 1. Date of Transaction The Transaction will take place after it is approved by the Extraordinary Shareholders Meeting no. 1/2012 of SCC currently scheduled to be held on January 25, 2012, by no less than three-fourths of total votes of shareholders attending the meeting and having voting rights, excluding interested shareholders who has conflict arising from the Transaction. 2. The Parties Involved 2.1 Relevant Parties Acquirer: SCG Chemicals Company Limited Sellers: CPB Equity Company Limited Mr. Yos Euarchukiati Mrs. Vilaiphan Euarchukiati Mrs. Lawal Techapaiboon Mr. Sak Euarchukiati Charoon Euarchukiati Foundation -5-

8 2.2 Parties who are Connected Persons A. Names of Connected Persons and Relationships According to Notification of the Board of Governors of the Stock Exchange of Thailand (Bor.Jor./Por.22-01) on Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions (2003), and Notification of the Capital Market Supervisory Board (TorChor. 21/2551) on Rules on Connected Transactions; 1. The Crown Property Bureau ( CPB ) is considered as a major shareholder in CPBE and SCC. Therefore, the Transaction is deemed as connected transaction. 2. Currently, Mr. Yos Euarchukaiti is one of the Board of Directors of SCC. Mr. Yos Euarchukaiti is thus subject to the rules of the Capital Market Supervisory Committee as connected person. 3. Mrs. Vilaiphan Euarchukiati, Mrs. Lawal Techapaiboon, and Mr. Sak Euarchukiati, who has relationship as close relatives of Mr. Yos Euarchukaiti, are thus subject to the rules of the Capital Market Supervisory Committee as connected persons. 4. Charoon Euarchukiati Foundation is considered as related person to Mr. Yos Euarchukiati for the reason that Mr. Yos Euarchukiati is deemed to have the power of management as representative to the foundation and is subject to the rules of the Capital Market Supervisory Committee as connected person. B. Nature and Scope of Interests of Connected Persons The interest of the connected persons will be reflected in the description of the Transaction as mentioned below; The following diagram represents the current shareholding structure of the parties: 1 Current Shareholding Structure CPB Group 31.94% 18.44% Mr. Yos Euarchukiati Mrs. Vilaiphan Euarchukiati Mrs. Lawal Techapaiboon Mr. Sak Euarchukiati Charoon Euarchukiati Foundation 12.03% The Siam Cement PCL ( SCC ) 45.64% % SCG Chemicals ( Acquirer ) Thai Plastic and Chemicals PCL ( TPC ) -6-

9 *CPB Group consists of The Crown Property Bureau and CPB Equity Company Limited The following diagram represents the Transaction if the Acquirer can purchase all shares of TPC from 6 sellers; 2 SCG Chemicals acquires shares of TPC from 6 sellers The Siam Cement PCL ( SCC ) % SCG Chemicals ( Acquirer ) TPC Shares Cash CPBE Mr. Yos Euarchukiati Mrs. Vilaiphan Euarchukiati Mrs. Lawal Techapaiboon Mr. Sak Euarchukiati Charoon Euarchukiati Foundation The following diagram represents the shareholding structure of TPC after the Transaction if the Acquirer can purchase all shares of TPC from 6 sellers: 3 Post Transaction Shareholding Structure after purchase of TPC shares from 6 sellers CPB Group 31.94% The Siam Cement PCL ( SCC ) 45.64% % SCG Chemicals ( Acquirer ) 30.47% Thai Plastic and Chemicals PCL ( TPC ) -7-

10 3. General Characteristics of the Transactions In case the Acquirer can purchase all shares from the 6 sellers, the acquired shares will be 266,543,210 shares representing 30.47% of all issued and paid-up shares. The total transaction size will be Baht 7,996.3 million. Prior to the Transaction, SCC holds 45.64% of all issued and paid-up shares of TPC. Upon the completion of Transaction, the Acquirer will be required to make a Mandatory Tender Offer for all securities of TPC according to Notification of the Capital Market Supervisory Board (Thor Jor. 12/2554). The objective of the Transaction is to enhance the Acquirer s growth opportunities and improve its competitiveness. The Acquirer has no intention to make any changes to the core objectives of TPC. The general characteristics of the Transaction are as follows: Ordinary shares of Thai Plastic and Chemicals Public Acquired Shares Company Limited CPB Equity Company Limited Mr. Yos Euarchukiati Mrs. Vilaiphan Euarchukiati Sellers Mrs. Lawal Techapaiboon Mr. Sak Euarchukiati Charoon Euarchukiati Foundation Acquirer SCG Chemicals Company Limited Acquisition Price Baht 30 per share (Par Value of Baht 1.00) Number of shares to be Up to 266,543,210 shares acquired Transaction Size Number of Shares as Percentage of Total Issued Shares Completion Date Payments Other issues Up to Bt 7,996.3 million Up to 30.47% Expected to be within three business days from the date that the Transaction is approved by SCC s EGM no. 1/2012, which is expected to be January 30, 2012 The acquisition price shall be paid within three business days from the completion of the Transaction. After the completion of the Transaction, the Acquirer will make Mandatory Tender Offer for all securities of TPC 4. Transaction Size In case the Acquirer can purchase all shares from the 6 sellers, the total transaction size will not exceed Baht 7,996.3 million. -8-

11 5. Details of Business Acquired The information pertaining to the business under this section has been excerpted from the Annual Disclosure Form (Form 56-1) for the year ending December 31, 2010 of Thai Plastic and Chemicals Public Company Limited and SET Market Analysis and Reporting Tool (SETSMART) for the purpose of facilitating preliminary study of the profile of the Business. 5.1 General Information Company Name: Type of Business: Thai Plastic and Chemicals Public Company Limited Petrochemicals & Chemicals Head Office: Rajanakan Tower, Floor 14-15, 183 South Sathon Road, Sathon Bangkok Registration Number: Home Page: Brief Description of Business Thai Plastic and Chemicals Public Company Limited, together with its subsidiaries, is a Thai corporate entity involved in the PVC industry and related businesses. TPC is the leading producer of PVC in ASEAN, and has production facilities in three countries, namely Thailand, Vietnam, and Indonesia. Founded in 1966, TPC was the pioneer in PVC production in Thailand, and the first manufacturer of PVC in Vietnam by establishing a joint venture in that country in The Company is committed, moreover, to producing high-quality PVC, and to developing new products from PVC. Such products will contribute to a higher standard of living in the ASEAN region and serve as replacements for natural wood in the construction industry. PVC Production is TPC s main business. A certain amount of investment has been made in downstream businesses that use PVC as their raw material, such as the manufacture of PVC compound, PVC pipe and fittings, and other finished products made from PVC. The purpose of such investment is to add value to TPC s PVC production, enhance the stability of PVC prices, and develop new PVC-based products for the market, thus increasing the demand for PVC itself. The core operation of TPC is the production and selling of PVC and PVC related products and can be classified into 3 groups as follows: 1. PVC Business TPC is the producer of PVC resin in powder or pellet form to be used as raw materials in further downstream processing to manufacture PVC plastic products. TPC is capable of producing PVC resin of different grades and forms as required by its customers since its customers are manufacturers of different finished PVC products such as PVC pipe, pipe fitting, PVC siding, ceiling panels, folding doors, new-designed windows and other construction materials which require different specifications of PVC resin. -9-

12 2. Downstream Business Other than producing raw PVC resin, TPC also engages in the production of PVC compound, PVC pipes, pipe fittings, as well as PVC construction materials, which utilize PVC resin as their main raw materials TPC also engages in the production of chemicals for plastic product manufacturing 3. Others - TPC also provide maintenance and engineering services as well as production of non-pvc plastic products and mold manufacturing. 5.3 Financial Position and Operational Performance A summary of the Business's financial position and operating results during the past three years from 2008 to 2010 and for the 9-month period ending September 30, 2011 is set forth below: (Baht Million unless otherwise stated) M2011 Total Asset 20,037 21,521 21,325 21,532 Total Liability 7,413 8,136 7,179 7,701 Shareholders Equity 12,089 12,934 13,679 13,391 Registered Capital Paid-Up capital Total Revenue 32,060 24,885 30,099 24,322 Total Expense 29,234 22,550 27,603 22,047 Net Profit 2,210 1,866 1,866 1,818 Earnings per Share (Baht) Dividend per Share (Baht) Book Value per Share (Baht) (1) (1) Excluding minority interest The information about TPC s financial statements is available on the web site of SEC ( or the SET ( 5.4 Shareholder Structure TPC s ten largest shareholders according to the latest share register book as of December 19, 2011 are as follows: Shareholders Number of Share % of Total Issued Shares 1. The Siam Cement Public Company Limited and 399,392, SCG Holding Company Limited 2. CPB Equity Company Limited 161,312,

13 Shareholders Number of Share % of Total Issued Shares 3. Mr. Yos Euarchukiati 45,767, Mrs. Vilaiphan Euarchukiati 28,512, Mrs. Lawan Techapaiboon 17,332, Sinnsuptawee Assets Management Company 13,917, Limited 7. Social Security Office 12,092, American International Assurance Company, 11,360, Limited-Apex 9. Mr. Pavut Watanakul 10,788, Mr. Sak Euarchukiati 10,610, Total 711,086, As at December 19, 2011 Note: (1) The Siam Cement Public Company Limited holding 399,392,220 shares representing 45.64% of the Business total outstanding shares, (2) SCG Holding Company Limited holding 700 shares representing less than 0.01% of the Business total outstanding shares. SCG Holding Company Limited is 99.98% held by SCC. 5.5 Expected Shareholder Structure Following the Completion of the Transaction Upon the acceptance of acquisition offer from 6 sellers, SCC and its subsidiary will hold 665,936,130 shares representing 76.1% of the total issued shares. Shareholders Number of Share % of Total Issued Shares 1. The Siam Cement Public Company Limited and 399,392, SCG Holding Company Limited 2. SCG Chemicals Company Limited 266,543, Sinnsuptawee Assets Management Company 13,917, Limited 4. Social Security Office 12,092, American International Assurance Company, 11,360, Limited - Apex 6. Mr. Pavut Watanakul 10,788, Thai NVDR Company Limited 6,133, American International Assurance Company, 5,139, Limited - Tiger 9. Mrs. Surang Prempree 5,022, Total 730,389,

14 5.6 Board of Directors as shown in its latest register of directors before the submission of the Acquisition Transaction and expected list of directors after the completion of the Acquisition Transaction 1) Board of Directors as shown in its latest register of directors before the submission of the Transaction at December 19, 2011 are as follows: Name Position 1. Mr. Yos Euarchukiati Chairman of the Board of Directors 2. Mrs. Vilaiphan Euarchukiati Vice Chairman of the Board of Directors 3. Mr. Sak Euarchukiati Director 4. Mr. Apiporn Pasawat Director 5. Mr. Nitya Pibulsonggram Audit Committee Member and Independent Director 6. Mr. Somchai Kongsala Audit Committee Member and Independent Director 7. Mr. Prawit Ninsuvannakul Chairman of the Audit Committee and Independent Director 8. Mr. Aree Chavalitcheewingul Director 9. Mr. Aviruth Director Wongbuddhapitak 10. Mr. Dhep Vongvanich Director 11. Mr. Cholanat Yanaranop Director 12. Mr. Kanet Khaochan Managing Director 2) Board of Directors after the Completion of the Transaction After completion of the Transaction, SCC has no plan to make any change to the directors of the Business. However, there may be some changes to the board members as deemed appropriate which will be in compliance with the Company s Articles of Association. 6. Determination of the Value of Consideration The value of consideration was determined through negotiation between the Acquirer and the sellers. The Acquirer also analyzed the transaction using Discounted Cash Flow (DCF) Model, Acquisition Comparables Methodology, Trading Comparables Methodology, and Replacement Value Consideration. 7. Expected Benefits to the Company SCC expects that the shares acquisition of TPC would be beneficial as follows; 7.1 Enhance business capabilities and competitiveness of SCC and increase returns to shareholders Currently, the Acquirer s Petrochemical Business consists of 3 main value chains, namely, Polyethylene (PE) Chain, Polypropylene (PP) Chain, and Polyvinyl chloride (PVC) Chain. By increasing shareholding in TPC, SCC shall benefits from the following; SCG Chemicals investment will be more balanced among the 3 main value chains Reduced volatility of income as PVC business is more stable than PE and PP businesses -12-

15 Expanded investment scope in PVC chain including in the High Value Added products 7.2 Synergies with SCC s existing businesses Strengthened business from Operation Excellence platform Increased effectiveness in procurement, marketing & sales, and logistics management 8. Sources of Financing To complete the Transaction and a Mandatory Tender Offer, which will be triggered upon the completion of the Transaction, the Acquirer will require cash in the amount of Baht 14,268.2 million. The source of financing would be from capital increase of the Acquirer, which will be completed before the date of Transaction, using SCC s internal funds. Referring to SCC s consolidated financial statements as of September 30, 2011, SCC has cash and cash equivalence in the amount of Baht 14, million and short-term investments in the amount of Baht 5, million. Thus, SCC has sufficient funds to complete the Transaction. On December 21, 2011, The Board of Directors of the Acquirer passed a resolution to approve the capital increase in the amount of Baht 14,300 million for the acquisition of TPC shares. 9. Directors with conflict of interest The following persons are directors who have a conflict of interest. The said directors did not participate in consideration and abstained from voting; Mr. Chirayu Isarangkun na ayuthaya Mr. Panas Simasathien Mr. Yos Euarchukaiti Mr. Snoh Unakul Mr. Chumpol Nalamlieng 10. The Transaction is considered as Connected Transaction subject to an Approval of the Shareholders Meeting The Transaction is considered connected transaction in accordance with the notification of the Capital Market Supervisory Committee. The Crown Property Bureau ( CPB ) is considered as a major shareholder in CPBE and SCC. Therefore, the Transaction is deemed as connected transaction. Mr. Yos Euarchukaiti is one of the Board of Directors of SCC. Mr. Yos Euarchukaiti is thus subject to the rules of the Capital Market Supervisory Committee as connected person. Mrs. Vilaiphan Euarchukiati, Mrs. Lawal Techapaiboon, and Mr. Sak Euarchukiati, who has relationship as close relatives of Mr. Yos Euarchukaiti, are thus subject to the rules of the Capital Market Supervisory Committee as connected persons. Charoon Euarchukiati Foundation is considered as related person to Mr. Yos Euarchukiati for the reason that Mr. Yos Euarchukiati is deemed to have the power of management as representative to the foundation. Thus, it is subject to the rules of the Capital Market Supervisory Committee as connected person. For the calculation under the Notification of the Board of Governors of the Stock Exchange of Thailand (Bor.Jor./Por.22-01) on Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions (2003), and Notification of the Capital Market Supervisory Board (TorChor. 21/2551) on Rules on -13-

16 Connected Transactions, the maximum transaction size is Baht 7,996.3 million - whereas the net tangible assets in consolidated SCC financial statement as of 30 September 2011 is Baht 125,537.0 million. Therefore, the transaction size calculated from the payment of TPC shares, the consideration paid to TPC is up to 6.37% which exceeds 3.00% of the net tangible assets of SCC. Therefore, SCC is required to propose the Transaction to the Extraordinary General Meeting of Shareholders No.1/2012 for further consideration and approval. A resolution of the Shareholders Meeting to approve the Transactions must be passed by not less than three-fourths of total votes of shareholders attending the meeting and having voting rights, excluding interested shareholders. SCC has appointed Advisory Plus Company Limited as the independent financial advisor to provide its opinion regarding the soundness of this transaction and whether it represents a fair price before proposing it to Shareholders to support their decision-making. Connected persons of SCC will have no voting rights in relevant agendas of the Extraordinary General Meeting of Shareholders No. 1/ The Transaction is considered as Acquisition of Assets Transaction under the Acquisition and Disposition of Assets Rule, but not subject to disclosure requirement and the shareholders meeting The Transaction is considered as the acquisition of assets transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand on Disclosure of Information and Other Acts of Listed Companies concerning the Acquisition and Disposition of Assets, 2004 (Bor.Jor./Por 21-01), because it is a transaction whereby a listed company acquires assets, the highest value of which is calculated according to the net tangible asset method. The net tangible asset of TPC for the portion not owned by SCC (54.36%) as of September 30, 2011 was Baht 7,220.9 million, whereas the net tangible asset of SCC as of September 30, 2011, was Baht 125,537.0 million. The value of the Acquisition Transaction calculated in accordance with the requirement in the Acquisition and Disposition of Assets Rule, is 5.8% which is lower than 15 percent. Therefore, SCC is not subject to disclosure requirement or shareholders approval under the Notification of the Board of Governors of the Stock Exchange of Thailand on Disclosure of Information and Other Acts of Listed Companies concerning the Acquisition and Disposition of Assets, Next Steps of the Connected Party Transaction According to Notification of the Capital Market Supervisory Board (Thor Jor. 12/2554) on Mandatory Tender Offers, any person, who has purchased or taken any other action which results in acquisition of shares, or becoming holder of shares, of any business such that shareholding at the end of any particular day reaches or exceeds any trigger points specified below, shall make a tender offer for all securities of that business: percent of the total voting rights of the business; percent of the total voting rights of the business; percent of the total voting rights of the business. If the Transaction results in SCC and its subsidiary s shareholding increase from 45.64% of all issued and paid-up shares of TPC to the level crossing fifty or -14-

17 seventy five percent of the total voting rights, the Acquirer is obliged to make a tender offer for all securities of TPC. 13. Opinion of SCC s Board of Directors and SCC s Audit Committee 13.1 Opinion of SCC s Board of Directors The Board of Directors of SCC, excluding directors with conflict of interest, is of the opinion that the transaction is deemed reasonable and fair and will be of the highest benefit to SCC Opinion of SCC s Audit Committee The Audit Committee does not have a different opinion from that of the Board of Directors. -15-

18 Information Memorandum Re: Connected Party Transactions Under Clause 20 of the Relevant Notification Re: Connected Party Transactions 1. Summary of company information and business Company Information Attachment 2 Name: The Siam Cement Public Company Limited Stock code: SCC (Listed on the Stock Exchange of Thailand - SET) Address: 1 Siam Cement Road, Bangsue, Bangkok Registration No: Type of Business: Holding Company Website: Year of 1913 Establishment: First Trade Date: April 30, 1975 Headquarter 1 Siam Cement Road, Bangsue, Bangkok Address: Registered capital: 1,600 Million Baht Paid-up capital: 1,200 Million Baht Comprised of 1,200 Million ordinary shares Par value: 1 Baht par value Preferred Share: None Fiscal Year: January 1 December 31 of each year Shareholders: The Crown Property Bureau Group holds approximately 31.94% of shares while the remaining shares are held by other institutional and individual shareholders Contacts: Corporate Headquarters Tel , Fax info@scg.co.th Corporate Secretary Office Tel Fax corporate@scg.co.th Investor Relations Department Tel Fax invest@scg.co.th Corporate Communications Office Tel Fax corpcomm@scg.co.th Designated Directors as Minority Shareholders Representative Fax ind_dir@scg.co.th -16-

19 Since The Siam Cement PLC has become a holding company, aiming for a transparent management, efficient resource management, strong long-term business strategy and good governance, the Company has organized its structure as follows: Five strategic business units, comprising of SCG Chemicals, SCG Paper, SCG Cement, SCG Building Materials and SCG Distribution. SCG Investment Attribute of each business unit is summarized hereunder: SCG Chemicals SCG Chemicals Co., Ltd. is a holding company for which the Chemicals Business of The Siam Cement Group operates under, through an integrated production of both upstream products (Olefins) and downstream products (Polyolefins). In addition, the business also invests in Polyvinyl Chloride (PVC) business through holding shares in Thai Plastic and Chemicals PLC (TPC). Key Information Capacity Olefins 2,900,000 tons per year Polyolefins 1,880,000 tons per year PVC 886,000 tons per year Main Products Olefins, Polyolefins, and PVC products Strengths High competitive advantage in upstream products. Low Olefins/ Polyolefins production costs. Customer base in 116 countries. Major Business Policy Emphasize on Polyolefins and PVC product portfolio which is the business s strength to increase the business s competitive advantage and products varieties. Become a regional leader in Olefins, Polyolefins, and PVC business. Expand global business reach to minimize risks from market fluctuation and to receive prompt market insights and news Business Development Policy SCG Paper Seek business opportunities in both domestic and international markets, focusing on Olefins, Polyolefins, and PVC products. Focus on R&D and innovation of new products and services to address customers needs and business competitiveness. Improve effectiveness of production and supply chain processes through Total Production Management (TPM) system and Total Quality Management (TQM) system in order to reduce costs, control quality of production process, and continuously develop sustainable environment management. SCG Paper PLC was established in 1980 by The Siam Cement PLC and Siam Kraft Co., Ltd to engage in manufacturing and sale of pulp. Its initial registered capital was Baht 100 million under the name of The Siam Pulp and Paper Co., Ltd. The Company was later converted into a public company in 1994 and raised its capital to Baht 1,400 million. Currently, the registered capital is amounted to Baht 1,563 million. The Company was -17-

20 delisted from the Stock Exchange of Thailand in 2003 and was thereafter renamed to SCG Paper PLC in April The SCG Paper PLC and subsidiaries is the country s only integrated producer of high quality pulp, paper, and containers. Their main businesses are Pulp, Printing and Writing Paper, Packaging Paper, and Corrugated Containers. Key Information Capacity Packaging Paper 1,880,000 tons per year Corrugated Containers 741,000 tons per year Pulp 430,000 tons per year Printing and Writing paper 570,000 tons per year Main Products Kraft paper, duplex board, corrugated containers, pulp and printing & writing paper. Strengths Only integrated producer of pulp, paper, and containers in Thailand. World-class quality. Continual offering innovative products and services. Strong domestic distribution channel and marketing system, as well as the worldwide exports. Efficient production cost control. Total Quality Management TQM. Major Business Policy Maintain domestic market leadership. Aspiring for regional leadership in paper and packaging business. Focus on sustainable growth strategy and providing good returns to shareholders and stakeholders. Conserve the environment. Business Development Policy SCG Cement Improve existing machines for higher efficiency. Develop innovative products to better serve customers needs Seek opportunities in expanding its business with Merger and Acquisition as a priority. Develop knowledge, skill and experience for all levels of employees to maintain competitive advantage and become a regional leader. SCG Cement Co., Ltd, previously the cement business unit of the Sian Cement Public Company (SCC), was founded on November , upon the transfer of all cement related businesses from SCC. SCG Cement is primarily responsible for production of various cement types and concrete products of which comprise: 1) Grey Cement 2) Concrete Products 3) Dry Mortar 4) White Cement 5) Refractory Products. Besides, we also provide plant and machinery installation and maintenance services, instrument metrological services, including energy conservation consultation and disposal of industrial waste. -18-

21 Key Information Capacity Grey Cement Domestic: 23.2 million tons per year Grey Cement Cambodia: 0.90 million tons per year Main Products Grey cement, concrete products (ready-mixed concrete, prefabricated concrete floor, and post tension concrete floor), dry mortar, white cement, fireclay bricks, and special refractory Brand Cement: Elephant and Tiger Brands Ready-Mixed Concrete: CPAC Brand Major Business Policy Expand cement business mainly in ASEAN in order to be a regional leader Maintain price level and market stability as well as enhance its domestic market leadership Create high value products and services to increase customer satisfaction Continuously conserve natural resources and environment as well as take part in creative activities and social Business Development Policy SCG Building Materials development program with local community. Constantly enhance and improve product quality. Continuously reduce costs and expenses, especially energy and raw material costs, by using fuel and raw material substitutes. Develop all employees working skills and knowledge as well as competency through various methods in response to the corporate growth strategy. Encourage innovative ideas and put into practice in order to develop products and improve working process. SCG Building Materials Co., Ltd. was established to concentrate on the production of building materials and related products of SCG. The business employs modern production technology and quality control along with its experts, enabling the business to become market leaders for both domestic market and ASEAN countries. Key Information Capacity Fiber-cement roof sheet 40 million Sq. M. per year Concrete roof tile 30 million Sq. M. per year Ceramic tile 105 million Sq. M. per year Board & Wood substitutions 57 million Sq. M. per year Aerated lightweight concrete 15 million Sq. M. per year Main Products Roofing products: fiber-cement roof sheet, concrete roof tile and ceramic roof tile. Ceramic floor and wall tile. Board & Wood substitutions Fiber Cement Aerated lightweight concrete Concrete blocks, concrete floor tiles, and precast concrete walls. Brand Roofing products: Chang, CPAC Monier, Excella, NeuStile and Ayara Ceramic floor and wall tiles: COTTO, SGI Tiles, SOSUCO -19-

22 Key Information and CAMPANA Board & Wood substitutions: Chang Concrete blocks, concrete floor tiles, and precast concrete walls: Chang Aerated lightweight concrete: Q-Con Strengths Market leader with continuous product development. Competitive production costs. Good distribution network: exclusive dealer network. Major Business Policy Maintain market leadership by developing products and services that highest respond to customer needs. Continuously develop organization and employees. Business Development Policy SCG Distribution Develop innovative idea in developing a product, production and working process. Build growth by adding related new products and services and developing distribution channels which customers can receive product information, consultation and design service and purchase products and services completely at one shop. Enhance a strong leadership of building products in ASEAN by expanding distribution network. SCG Distribution Co., Ltd. is a holding company for distribution, logistics, and trading business in Thailand and overseas. The company s main products include over 50,000 items of building materials and home improvement products as well as industrial supplies from SCG and non-scg sources. The company plans to source more non-scg products to increase the variety of products. Major companies are: SCG Network Management Co., Ltd.: Domestic distribution. SCG Logistics Management Co., Ltd.: Logistics services including transportation and warehouse management for SCG and non-scg customers SCG Trading Co., Ltd.: International trading. SCG Experience Co., Ltd.: SCG Flagship Store to showcase the company s innovations in building and decoration Vision By the year 2015, SCG Distribution will be recognized as an ASEAN market leader by utilizing supply chain insights to deliver localized logistics services, constantly developing and managing multiple distribution channels, offering customized global trading services and focusing on the building materials and industrial supplies. We will be a trustworthy, responsive business partner and a customer-centric organization through world-class operational excellence and technology alignment. Main Products Key Information Distribution, logistics and trading services for SCG and non- SCG products through domestic distribution network including HOME MART and SCG Authorized Dealer stores and international trading network -20-

23 Key Information Strengths Strong nationwide distribution network reaching all target customers Modern, accurate, and fast transportation network and warehouse management 36 foreign branches in 22 countries around the world. Major Business Policy Strengthen existing businesses whereas continuously develop new high-valued businesses and create sustainable growth Business Development Policy SCG Investment Retain strategic customers and strategic suppliers by increasing value in Supply Chain, creating trust and longterm relationship, and developing new customers. Utilize domestic distribution and logistics network to better meet customer demand, expand distribution and logistics network in ASEAN, and strengthen overseas network. Increase operational efficiency by improving business process and IT system, applying Total Quality Management Concept into work processes, and encouraging innovation. SCG Investment was established to manage investment in joint venture businesses of SCG, such as agricultural machinery business, automotive business, automotive accessories and equipments business, steel business, and industrial land business. SCG Investment, with cooperation from major investors, develops businesses within the Group in terms of budget planning, new product introduction or overseas expansion as well as customer service improvement to ultimately achieve objectives of both operating performance and cash generation. 2. List of the Company's executive officers and major shareholders 2.1 Board of Directors comprises 1. Mr. Chirayu Isarangkun Na Chairman Ayuthaya 2. Air Chief Marshal Kamthon Independent Director Sindhvananda 3. Mr. Snoh Unakul Director 4. Mr. Sumet Tantivejkul Independent Director 5. Mr. Pricha Attavipach Independent Director 6. Mr. Panas Simasathien Director 7. Mr. Yos Euarchukiati Director 8. Mr. Arsa Sarasin Independent Director 9. Mr. Chumpol NaLamlieng Director 10. Mr. Tarrin Nimmanahaeminda Independent Director 11. Mr. Pramon Sutivong Independent Director 12. Mr. Kan Trakulhoon Director, President & CEO -21-

24 2.2 Top Executives of Siam Cement Group (SCG) comprises 1. Mr. Kan Trakulhoon President & CEO, SCG 2. Mr. Chaovalit Ekabut Vice President Finance and Investment & CFO President, SCG Investment 3. Mr. Aree Chavalitcheewingul Vice President Corporate Administration 4. Mr. Cholanat Yanaranop President, SCG Chemicals 5. Mr. Somchai Wangwatanapanich Vice President - Operations, SCG Chemicals 6. Mr. Roongrote Rangsiyopash President, SCG Paper 7. Mr. Pramote Techasupatkul President, SCG Cement 8. Mr. Pichit Maipoom President, SCG Building Materials 9. Mr. Kajohndet Sangsuban President, SCG Distribution 2.3 List of the Company's Top 10 major shareholders as at the last book closing date Shareholder Number of Shares % 1 The Crown Property Bureau 360,000, Thai NVDR Company Limited 107,447, Chase Nominees Limited 42 47,228, State Street Bank and Trust Company 31,750, BNP Paribas Securities Services Luxembourg 29,419, CPB Equity Company Limited 23,220, Nortrust Nominees ltd. 22,876, Social Security Office 18,987, State Street Bank Europe Limited 17,231, HSBC (Singapore) Nominees Pte Ltd 16,079, Other Shareholders 525,760, Total 1,200,000, Book Closing Date as of 30 September Related Party Transactions Related Transactions and balance for nine-months ended 30 September 2011 and for the year ended 31 December 2010 Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control, common control or joint control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa. Significant transactions with related parties for the nine-month periods ended 30 September 2011 and for the year ended 31 December 2010 and the pricing policies are summarized as follows: -22-

25 (in Million Baht) Nine-Months 2011 (1 Jan Sep 2011) FY 2010 (1 Jan Dec 2010) Pricing Policies Associates Purchases 11,076 19,525 Market price Service fee 1,224 1,720 Market price Revenue from sales 43,727 29,841 Market price Service income and others Market price Management fee and others 1,152 1,223 Mainly based on percentage of net sales Dividend income 4,881 4,006 Upon declaration Others Purchases 1,665 1,428 Market price Revenue from sales Market price Service income and others Market price Management fee and others Mainly based on percentage of net sales Dividend income 1,323 2,459 Upon declaration Balances of trade receivables as at 30 September 2011 and 31 December 2010 with related parties are summarized as follows: (in Million Baht) As at 30 September 2011 As at 31 December 2010 Associates Siam Polyethylene Co., Ltd. 1,574 1,157 Bangkok Synthetics Co., Ltd Siam Styrene Monomer Co., Ltd Siam Synthetic Latex Co., Ltd Thai MMA Co., Ltd Grand Siam Composites Co., Ltd The Siam Gypsum Industry (Saraburi) Co., Ltd SCG Plastics (China) Co., Limited Siam Toppan Packaging Co., Ltd Riken (Thailand) Co., Ltd Mariwasa Siam Ceramic, Inc Sekisui-SCG Industry Co., Ltd SCG Plastics (Shanghai) Co., Ltd Siam Sanitary Ware Industry Co., Ltd Siam Mitsui PTA Co., Ltd Other companies ,469 2,577 Others Siam Yamato Steel Co., Ltd Asia Cement Public Company Limited 58 - Other companies

26 (in Million Baht) As at As at 30 September December 2010 Total 4,741 2,641 Receivables from and short-term loans to related parties as at 30 September 2011 and 31 December 2010 are summarized as follows: (in Million Baht) As at 30 September 2011 As at 31 December 2010 Current accounts Associates Siam Kubota Corporation Co., Ltd Siam Mitsui PTA Co., Ltd Grand Siam Composites Co., Ltd Thai MMA Co., Ltd Mariwasa Siam Ceramic, Inc Riken (Thailand) Co., Ltd Siam Sanitary Ware Industry Co., Ltd Other companies Others Michelin Siam Group Co., Ltd Siam Yamato Steel Co., Ltd Other companies ,200 Short-term loans and notes receivable Associates PT. M Class Industry GTC Technology International, LP Other companies Total 863 1,358 Long-term loans to related party as at 30 September 2011 and 31 December 2010 with related parties are summarized as follows: (in Million Baht) As at 30 September 2011 As at 31 December 2010 Associate Mariwasa Siam Ceramic, Inc Movements of short term and long term loans during the nine-month periods ended 30 September 2011 and during year ended 31 December 2010 on loans to related parties are summarized as follows: -24-

27 (in Million Baht) Nine-Months 2011 (1 Jan Sep 2011) FY 2010 (1 Jan Dec 2010) Short-term Beginning Increase Decrease (30) (92) Ending Long-term Beginning Increase 22 - Decrease (12) (43) Ending Trade payables as at 30 September 2011 and 31 December 2010 with related parties are summarized as follows: (in Million Baht) As at 30 September 2011 As at 31 December 2010 Associates Siam Polyethylene Co., Ltd Mehr Petrochemical Company Bangkok Synthetics Co., Ltd The Siam Gypsum Industry (Saraburi) Co., Ltd Thai MMA Co., Ltd Siam Kubota Corporation Co., Ltd Thai PET Resin Co., Ltd Jumbo Barges and Tugs Co., Ltd IT One Co., Ltd Siam Styrene Monomer Co., Ltd The Siam Gypsum Industry (Songkhla) Co., 22 3 Ltd. Other companies ,978 2,037 Other Siam Yamato Steel Co., Ltd Total 2,206 2,139 Payables to and short-term loans from related parties as at 30 September 2011 and 31 December 2010 with related parties are summarized as follows: As at (in Million Baht) 30 September 2011 As at 31 December 2010 Current accounts Associates IT One Co., Ltd Other companies

28 (in Million Baht) As at 30 September 2011 As at 31 December 2010 Notes payable Associate Mehr Petrochemical Company - 77 Others The Siam Cement Foundation PT. Trans-Pacific Polyethylene Indonesia Other companies Total Movements during the nine-month periods ended 30 September 2011 and year ended 31 December 2010 on short-term loans from related parties were as follows: (in Million Baht) Nine-Months 2011 (1 Jan Sep 2011) FY 2010 (1 Jan Dec 2010) Beginning Increase Decrease (178) (769) Ending A comparison of the consolidated financial statements of the Company and its subsidiaries in the years 2008, 2009, 2010 and the nine-month period ending on 30 September 2011 can be summarized as follows: 4.1 Financial statements Balance Sheets The Siam Cement Public Company Limited and its subsidiaries (Summary of Key Items only) As at and 30 December 2008, 2009 and 2010 and 30 September 2011 (in Billion Baht) Dec 2008 Dec 2009 Dec 2010 Sep 2011 Current assets Cash and cash equivalents Short-term investments Inventories Other current assets Total current assets

29 (in Billion Baht) Dec 2008 Dec 2009 Dec 2010 Sep 2011 Non-current assets Total Investments Long-term loans to related parties Property, plant and equipment Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets Current liabilities Bank overdrafts and short-term loans Trade payables Current portion of long-term debts Current portion of debentures Payables to and short-term loans from related parties Accrued Expenses Income tax payable Other current liabilities Total current liabilities Non-current liabilities Employee benefit liabilities Long-term debts Debentures Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Total equity attributable to owners of the parent Non-controlling interests Total shareholders equity Total Liabilities and Shareholders' Equity

30 Income Statements The Siam Cement Public Company Limited and its subsidiaries (Summary of Key Items only) For the Year ended 31 December 2008, 2009, 2010 and for the nine-months period ended 30 September 2011 (in Billion Baht) FY 2008 FY 2009 FY M 2011 Revenue from sales Cost of sales Gross profit Other income Profit before expenses Total SG&A Profit from operations Gain on sales of investments and assets 0.4 (0.1) for restructuring, allowance for impairment of investments and others Share of profit of associates and jointlycontrolled entities Profit before finance costs and income tax expense Finance costs Profit before income tax expense Income tax expense Profit for the period Profit (loss) attributable to Owners of the parent Non-controlling interests (0.4) 3.8 (0.1) (1.7) Basic earnings per share (in Baht) attributable to owners of the parent

31 Cash Flow Statements The Siam Cement Public Company Limited and its subsidiaries (Summary of Key Items only) For the Year ended 31 December 2008, 2009, 2010 and for the nine-months period ended 30 September 2011 (in Billion Baht) M 2011 Cash flows from operating activities Profit for the period Profit provided by operating activities before changes in Net increase in operating assets 13.8 (2.7) (10.8) (13.1) Net increase in operating liabilities (11.3) Cash generated from the operations Net cash provided by operating activities Cash flows from investing activities Net cash outflow on acquisition of (0.8) 0.0 (1.5) (4.1) subsidiaries Net cash used in investing activities (28.2) (29.9) 21.9 (51.7) Cash flows from financing activities Total dividends paid (16.8) (7.5) (12.2) (17.9) Net cash used in financing activities 20.1 (10.8) (15.1) (19.9) Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period Supplementary information for cash flows Non-cash transactions Outstanding payable from purchases of property (49.7)

32 4.2 Management s Discussion and Analysis (MD&A) Management s Discussion and Analysis (MD&A) for Consolidated Financial Results FY2010 SCG s Consolidated Performance Overview for the year ended 2010 During FY2010 SCG registered Net Profit of 37,382 MB, an increase of 54% y-o-y, with earnings growth in most of the key business units. However, EBITDA decreased 2% y- o-y to 45,949 MB, due to lower chemicals margins, while Net Sales increased 26% y-o-y to 301,323 MB. Equity Income for FY2010 amounted to 8,390 MB, an increase of 17% y-o-y, as the associated companies of SCG Chemicals (PTA, MMA, and others businesses) have recovered from the performance in early Total dividends received in FY2010 amounted to 6,465 MB, up 56% y-o-y with details as follows: a) 4,006 MB from Associated companies (20%-50% stake), and b) 2,459 MB from Other companies (less than 20% stake). Exceptionally solid financial structure, with cash on-hand of 69,827 MB at the end of Q4/10. SCG s consolidated financials for the year ended 2010 (Unit: MB) FY2010 % Change Y-o-Y Net Sales 301,323 26% Net Profit 37,382 54% Net Profit without non-recurring items 27,387 12% EBITDA 45,949-2% EBITDA from Operations 41,943-5% EPS % EPS without non-recurring items % Dividend Summary FY2010 FY2009 Baht Per Share Payout Ratio (% Net Profit) 40% 42% Payout Ratio (% of Net Profit without non-recurring items) 55% 42% Note: EBITDA = Earnings Earnings before interest, tax, depreciation, and amortization, plus dividends. EBITDA from Operations = Earnings before interest, tax, depreciation, and amortization. SCG s business sector summary for the year ended 2010 a) SCG Chemicals In FY2010, the unit s Net Sales was 144,317 MB, up 43% y-o-y following the increase in production capacity. EBITDA registered 16,024 MB, down 18% y-o-y due to deceased chemicals margins, while Net Profit jumped 80% y-o-y to 22,609 MB from the divestment in shares of PTTCH. b) SCG Paper On a full year basis, sales volume of Packaging Paper grew 9% y-o-y, while exports from the Thai facilities accounted for 18% of the total sales volume. In the P&W Paper business, total -30-

33 sales volume increased 3% y-o-y, supported by the Thai export sector, which accounted for 27% of the total sales volume. For FY2010, Net Sales amounted 51,714 MB, an increase of 21% y-o-y from higher selling prices and sales volumes, following improved economic activity and the rampup in capacity of SCG Paper s Vietnamese plant. Likewise, EBITDA grew 16% y-o-y to 9,129 MB, and Net Profit gained 53% y-o-y to 3,490 MB. c) SCG Cement In 2010, the domestic cement market showed marked recovery, thanks to the improved economy and government s stimulus program. The total domestic demand of grey cement amounted to 26.5 MT, an increase of 10% y-o-y from the 24.2 MT in On a full year basis, SCG Cement s FY2010 Net Sales increased 5% y-o-y to 48,954 MB with increase domestic volume but lower prices. EBITDA registered 10,810 down 7% y-o-y, while Net Profit dropped 3% y-o-y to 6,014 MB. d) SCG Building Materials On a full year basis, FY2010 Net Sales increased 14% y-o-y to 30,719 MB with the acquisition of Quality Construction Products. EBITDA gained 12% y-o-y to 5,489 MB and Net Profit increased 16% y-o-y to 1,872 MB. e) SCG Distribution On a full year basis, FY 2010 Net Sales increased 12% y-o-y to 96,898 MB, following the recovery of the construction sector, but EBITDA dropped 9% y-o-y to 1,440 MB due to increased marketing efforts, while Net Profit similarly decreased 1% y-o-y to 1,061 MB. SCG s financials for the year ended 2010 Net Debt at the end of Q4/10 stood at 83,624 MB, as SCG currently has cash on hand of 69,827 MB. The Net Debt/EBITDA ratio registered 1.8 times. For FY2010 total of 4,670 MB, compared to 5,649 MB in FY2009. The average cost of debt at the end of Q4/10 was at 4.5%. SCG issued 5,000 MB worth in domestic retail debentures (4 yr, 3.85%) on Oct 1/10 to retire the matured 5,000 MB tranche (4 yr, 6.25%). This follows the issuance of the 10,000 MB SCG domestic retail debenture (4 year, 3.85% coupon) on Apr 1/10 to retire the matured 10,000 MB tranche (4 year, 6.0%). SCG s FY2010 CAPEX & Investment amounted to 18,378 MB. Since 2006, SCG has invested approx 147,000 MB or $4.9 Billion, which will more than doubled the capacity of SCG chemicals, while green-field expansion projects were accomplished in the cement and paper businesses, and M&A (market consolidation) transactions were executed in the building materials business. -31-

34 SCG s performance by sectors performance for the year ended 2010 Net Sales (MB) FY2010 Change % Y-o-Y Consolidated SCG 301,323 26% SCG Chemicals 144,317 43% SCG Paper 51,714 21% SCG Cement 48,954 5% SCG Building Materials 30,719 14% SCG Distribution 96,898 12% SCG Investment % EBITDA (MB) FY2010 Change % Y-o-Y Consolidated SCG 45,949-2% SCG Chemicals 16,024-18% SCG Paper 9,129 16% SCG Cement 10,810-7% SCG Building Materials 5,489 12% SCG Distribution 1,440-9% SCG Investment 3,544 84% EBITDA from Operations (MB) FY2010 Change % Y-o-Y Consolidated SCG 41,943-5% SCG Chemicals 12,568-26% SCG Paper 9,118 16% SCG Cement 10,810-7% SCG Building Materials 5,313 11% SCG Distribution 1,405-11% SCG Investment 3, % EBITDA Margins (%) FY2010 Change % Y-o-Y Consolidated SCG 14% 18% SCG Chemicals 9% 17% SCG Paper 18% 18% SCG Cement 22% 25% SCG Building Materials 17% 18% SCG Distribution 1% 2% -32-

35 Net Profit (MB) FY2010 Change % Y-o-Y Consolidated SCG 37,382 54% SCG Chemicals 22,609 80% SCG Paper 3,490 53% SCG Cement 6,014-3% SCG Building Materials 1,872 16% SCG Distribution 1,061-1% SCG Investment 4,674 57% Note: EBITDA = Earnings before interest, tax, depreciation, and amortization, plus dividends. EBITDA from Operation = Earnings before interest, tax, depreciation, and amortization. EBITDA Margin = Operating EBITDA, to Net Sales Management s Discussion and Analysis (MD&A) for Consolidated Financial Results 9M 2011 SCG s Consolidated Performance Overview for the nine-months period ended 30 Septemner 2011 SCG reported 9M/11 Profit for the Period registered 24,080 MB or up 16% y-o-y, boosted primarily by growths in the cement and chemicals businesses. Similarly, EBITDA grew 12% y-o-y to 38,269 MB, while Revenue from Sales increased 25% y-o-y to 280,635 MB, primarily from higher product prices in all business units. Equity Income in 9M/11 amounted to 6,653 MB, an increase of 2% y-o-y. Total dividends received in 9M/11 was 6,472 MB, up 104% y-o-y with details as follows: a) 4,881 MB from Associated companies (20%-50% stake), and b) 1,591 MB from Other companies (less than 20% stake). Continued solid financial structure, with cash & cash under management of 49,662 MB at the end of 9M/11, down 8,567 MB q-o-q, attributed M&A activity and the interim H1/11 dividend payments to SCG s shareholders of approximately 6,600 MB. SCG s consolidated performance for the nine-months period ended 30 September 2011 (MB) 9M/11 % Change Y-o-Y Revenue from Sales 280,635 25% Profit for the Period 24,080 16% EBITDA 38,269 12% EBITDA from Operations 33,388 4% Earnings per Share (EPS) % Note: EBITDA = Earnings and dividends, before interest, tax, depre & amortization. EBITDA from Operations = Earnings before interest, tax, depre & amortization. Profit for the Period = Profit for the period attributable to owners of the parent -33-

36 SCG performance by sectors for the nine-months period ended 30 September 2011 Revenue From Sales (MB) 9M/11 Change % Y-o-Y Consolidated SCG 280,635 25% SCG Chemicals 146,740 38% SCG Paper 41,871 8% SCG Cement 41,668 13% SCG Building Materials 26,157 11% SCG Distribution 85,244 17% EBITDA (MB) 9M/11 Change % Y-o-Y Consolidated SCG 38,269 12% SCG Chemicals 12,388 5% SCG Paper 7,245-3% SCG Cement 10,334 23% SCG Building Materials 4,251-1% SCG Distribution 1,453 26% SCG Investment 2,430 52% EBITDA from Operations (MB) 9M/11 Change % Y-o-Y Consolidated SCG 33,388 4% SCG Chemicals 7,967-20% SCG Paper 7,237-3% SCG Cement 10,334 23% SCG Building Materials 4,044-2% SCG Distribution 1,453 27% SCG Investment 2,186 52% EBITDA Margins (%) 9M/11 Change % Y-o-Y Consolidated SCG 12% 14% SCG Chemicals 5% 9% SCG Paper 17% 19% SCG Cement 25% 23% SCG Building Materials 15% 18% SCG Distribution 2% 2% Profit for the Period (MB) 9M/11 Change % Y-o-Y Consolidated SCG 24,080 16% SCG Chemicals 10,517 6% SCG Paper 2,979-3% SCG Cement 6,079 29% SCG Building Materials 1,558 5% SCG Distribution 1,066 35% SCG Investment 2,913 14% Note: EBITDA = Earnings and dividends, before interest, tax, depreciation & amortization EBITDA from Operation = Earnings before interest, tax, depreciation & amortization. EBITDA Margin = Operating EBITDA, to Revenue from Sales. Profit for the Period = Profit for the period attributable to owners of the parent. -34-

37 SCG s financials for the nine-months period ended 30 September 2011 Net Debt increased only 25,523 MB from the end of Q4/10 to 109,147 MB, compared to the cash outflow of MB for CAPEX & Investments activities, corporate tax payments, and dividend payments (H2/10, H1/11). The Net Debt / EBITDA ratio rose to 2.2 times, while total finance cost for 9M/11 amounted to 4,346 MB. CAPEX & Investment in 9M/11 amounted to 27,863 MB, relative to the FY2010 total of 18,378 MB. With continued cash generation from the operations and availability of cash/cash equivalent, SCG is eager to continue to pursue its strategy of ASEAN expansion in the existing key businesses. 5. Restrictions that the related parties and/or interested shareholders are not eligible to vote: please state the name of the relevant shareholders and number of shares held by each of them The following shareholders of SCC are not eligible to vote at the EGM No. 1/2012 Shareholder Name Number of Shares % 1 Bureau of The Crown Property 360,000, CPB Equity Co., Ltd. 23,220, Mr. Chumpol Nalamlieng 1,001, Mr. Yos Euarchukiati 650, Mrs. Vilaiphan Euarchukiati 490, Mrs. Lawal Techapaiboon 168, Mr. Panas Simasathien 100, Charoon Euarchukiati Foundation 70, Mr. Snoh Unakul 30, Mr. Sak Euarchukiati 20, Book Closing Date as of 30 September Opinion of the independent financial advisor See details in Attachment Opinion of the Company's board of directors regarding the reasonableness and optimal benefit of the related party transactions, compared to other commercial transactions with any third parties See details in Attachment Opinion of the Audit Committee and/or any directors which is different from the opinion provided under clause 7 No different opinion was provided. Please see the opinions of the board of directors and the Audit Committee in Attachment

38 Attachment 4 Company's Articles of Association Relating to the General Meeting of Shareholders Shareholder Meetings 18. The Board of Directors shall call a shareholder meeting which is an annual ordinary general meeting of shareholders within four months of the last day of the fiscal year of the Company. Shareholder meetings other than the one referred to in the first paragraph shall be called extraordinary general meetings. 19. The Board of Directors may call an extraordinary general meeting of shareholders any time the Board considers it expedient to do so, or shareholders holding shares amounting to not less than one-fifth of the total number of shares sold, or shareholders numbering not less than twenty-five persons holding shares amounting to not less than onetenth of the total number of shares sold may submit their names in a request directing the Board of Directors to call an extraordinary general meeting at any time, but the reasons for calling such meeting shall be clearly stated in such request. The Board of Directors shall proceed to call a shareholder meeting to be held within one month of the date of receipt of such request from the said shareholders. 20. In order to constitute a quorum, there shall be shareholders and proxies (if any) attending at a shareholder meeting amounting to not less than twenty-five persons, or not less than one half of the total member of shareholders, and in either case such shareholders shall hold shares amounting to not less than one-third of the total number of shares sold, unless otherwise stipulated by the law governing public limited companies. 21. The Chairman of the Board of Directors shall preside at every shareholder meeting. If the Chairman of the Board is not present at a meeting, or cannot perform his duty, and if there is a Vice-Chairman, the Vice-Chairman present at the meeting shall be the chairman of the meeting. If there is no Vice-Chairman, or if the Vice-Chairman cannot perform his duty, the shareholders present at the meeting shall elect one shareholder to be the chairman of the meeting. 25. A shareholder, or a proxy who has any special interest in a resolution cannot vote on such resolution, except for voting on the election of Directors. 26. In calling a shareholder meeting, the Board of Directors shall prepare a written notice calling the meeting that states the place, date, time, agenda of the meeting and the matters to be proposed to the meeting with reasonable detail by indicating clearly whether it is the matter proposed for information, for approval, or for consideration, as the case may be, including the opinions of the Board of Directors in the said matters, and the said notice shall be delivered to the shareholders and the Registrar for their information at least seven days prior to the date of the meeting. The notice calling for the meeting shall also be published in a newspaper at least three days prior to the date of the meeting. The notice calling for the meeting shall be directly delivered to the recipient, or his representative, or sent by registered mail. The Board of Directors shall determine the place where the meeting mentioned in the first paragraph shall take place. 27. At any shareholder meeting, if one hour has passed from the time specified for the meeting and the number of shareholders and the aggregate number of shares held by the shareholders attending the meeting is still inadequate for a quorum, and if such shareholder -36-

39 meeting was called as a result of a request by the shareholders, such meeting shall be cancelled. If such meeting was called by the Board of Directors, the meeting shall be called once again and the notice calling such meeting shall be delivered to the shareholders not less than seven days prior to the date of the meeting. In the subsequent meeting a quorum is not required. 28. The chairman of the shareholder meeting has the duty to conduct the meeting in compliance with the Articles of Association relating to meetings and to follow the sequence of the agenda specified in the notice calling for the meeting, provided that the meeting may pass a resolution allowing a change in the sequence of the agenda with a vote of not less than two-thirds of the number of the shareholders present at the meeting. If the consideration of the matters referred to in the first paragraph is finished, the shareholders holding shares amounting to not less than one-third of the total number of shares sold may request the meeting to consider matters other than those indicated in the notice calling for the meeting. If the meeting has not concluded the consideration of the matters according to the sequence of the agenda as referred to in the first paragraph, or the matters raised by the shareholders under the second paragraph, as the case may be, and it is necessary to postpone the consideration of the meeting, the meeting shall determine the place, date and time for the next meeting and the Board of Directors shall, not less than seven days prior to the date of the meeting, deliver to the shareholders notice calling the meeting which indicates the place, date, time and agenda of the meeting. The notice calling the meeting shall also be published in a newspaper not less than three days prior to the date of the meeting. Proxy and Voting 22. At shareholder meetings, a shareholder may authorize a person who is sui juris as his proxy to attend the meeting and vote on his behalf. The appointment shall be made in writing and signed by the principal, and it shall be submitted to the Chairman of the Board, or to the person designated by the Chairman of the Board, at the place of the meeting before the proxy attends the meeting. The proxy form shall be as specified by the Registrar under the law governing public limited companies. In voting, it shall be deemed that the proxy has votes equal to the total number of votes of the shareholder who appointed the proxy, unless the proxy has declared to the meeting prior to the vote that he will vote on behalf of only certain of those principals, indicating the names of those principals and the number of shares held by each of them. 23. Unless otherwise stipulated by these Articles, or by the law governing public limited companies, any resolution at a shareholder meeting shall be passed by a simple majority of the shareholders present at the meeting with the right to vote. In the event of a tie vote, the chairman of the meeting shall have a casting vote. In voting, the subscribers shall have votes equal to the number of shares subscribed by them. One share is entitled to one vote. Voting shall be made openly, unless at least five shareholders request a secret vote and the meeting resolves accordingly. The method for the secret vote shall be as specified by the chairman of the meeting. 25. A shareholder, or a proxy who has any special interest in a resolution cannot vote on such resolution, except for voting on the election of Directors. -37-

40 Attachment 5 Voting Voting, counting, and announcement of the vote 1. A voting by show of hand, which one share will count as one vote, will be made in each Agenda where the shareholder or proxy shall make only one vote for approval, disapproval or abstention. The allocation of voting is not allowed except for the vote by the Custodian. 2. In Case of Proxy 2.1 The Proxy shall solely vote in accordance with the authorization by the Shareholder as specified in the Proxy Form. Any vote not in accordance with the Proxy Form is invalid and shall not be counted as the vote of the Shareholder. 2.2 In case the Shareholder does not specify the authorization or the authorization is unclear, or the Meeting considers any agenda other than that specified in the Proxy Form, or there is any change of fact, the Proxy shall be authorized to consider and vote such matter as he or she may deem appropriate. Voting Procedures The Chairman shall inform the Meeting details of voting procedures as follows: 1. The Chairman will propose the Meeting to have the vote in each Agenda by asking time by time whether there is any shareholder approve, disapprove or abstain. 2. When the Chairman asks as above, a voting by show of hand will be made (except for secret vote) and the shareholder or proxy shall vote either for approval, disapproval or abstention (except for the vote of Custodian which the allocation of the vote is allowed as specified in the Proxy Form. Resolution of the Meeting General case: majority vote of the Meeting. Other case which the law or the Company s Articles of Association provided otherwise: the vote shall be in accordance with the law or the Company s Articles of Association. The Chairman shall inform the Meeting before voting each Agenda. 1. In case a tie of votes, the Chairman of the Meeting shall have a deciding vote. 2. Any Shareholder or the Proxy having any special interest in a matter shall not be permitted to vote on such matter and may be invited by the Chairman of the Meeting to temporarily leave from the Meeting, except for voting on election of the directors. 3. A voting on poll may be made upon request of at least 5 Shareholders and the Meeting resolves accordingly. The method for the vote on poll shall be specified and informed to the Meeting before voting by the Chairman. -38-

41 Counting and Announcement of the Vote Prior to the Meeting, the Chairman shall inform that the counting of votes for each agenda shall be made from the voting of Shareholder or Proxy attending the Meeting and having right to vote and the vote result of all Agenda shall be informed to the Meeting before the Meeting is adjourned. -39-

42 สถาน รถไฟฟ า เพล นจ ต (Exit : Gate 5)