Words and statements stipulated in the Terms and Conditions of the Warrants shall have the meanings as follows:

Transcription

1 Terms and Conditions of the Warrants regarding the Rights and Duties of the Warrant Issuer and the Holder of Warrants to Purchase Ordinary Shares of Ferrum Public Company Limited No. 3 (FER-W3) The warrants to purchase ordinary shares of Ferrum Public Company Limited No. 3 ( FER-W3 Warrants ) were issued by Ferrum Public Company Limited (the Company or Warrant Issuer ) by virtue of the resolution of Annual General Meeting of Shareholders for the year 2017 held on April 25, The holder of the FER-W3 Warrants shall be granted the rights as specified in the Terms and Conditions of the Warrants by the Warrant Issuer provided that the holder of the FER-W3 Warrants must be bound by these Terms and Conditions of the Warrants in all respects. In addition, it is deemed that the holder of the FER-W3 Warrants has acknowledged and understood the terms in the Terms and Conditions of the Warrants thoroughly in all respects. In this regard, the Warrant Issuer shall arrange for a copy of the Terms and Conditions of the Warrants to be stored at the Warrant Issuer s head office to be available for the holder of FER-W3 Warrants to review during the business days and office hours of the Warrant Issuer. Words and statements stipulated in the Terms and Conditions of the Warrants shall have the meanings as follows: Definitions Terms and Conditions of the Warrants Company or Warrant Issuer FER-W3 Warrants Warrant s duplicate "Warrant registrar" means the terms and conditions of the warrants regarding the rights and duties of the warrant issuer and the holder of the warrant for this FER- W3 Warrants (including the amendment). means Ferrum Public Company Limited. means the warrants to purchase ordinary shares of Ferrum Public Company Limited No. 3 (FER- W3), issued in the type of the identified holder and transferable, to be allocated to the existing ordinary shareholders of the Company. means the duplicate of warrant issued by Thailand Securities Depository Company Limited to be used in substitution of the warrants to purchase ordinary shares of Ferrum Public Company Limited. means Thailand Securities Depository Company Limited. "Holder of FER-W3 Warrants" means the holder of rights in the FER-W3 Warrants and shall include the holder of rights in the FER-W3 Warrants s duplicate (as the case maybe).

2 Securities Depository means Thailand Securities Depository Company Limited or any other person or juristic person who is legally permitted to operate the business of securities depository as its substitute/ proxy. Date of warrant issuance means May 25, Exercise date Business days Term of notifying the intention to exercise the warrants First exercise date Last exercise date Notification No. TorJor.34/2551 SEC Office means the date that the holder of FER-W3 Warrants can exercise the warrants to purchase ordinary shares of the Company according to the details specified in Clause 1.8. means the normal business days of commercial banks in the Bangkok Metropolis which are not Saturday or Sunday, or any other day that the Bank of Thailand announces as the commercial banks holiday. means the period during which the holder of FER-W3 Warrants who wishes to exercise the warrants to purchase ordinary shares of the Warrant Issuer is required to give notice of their intention to exercise the warrants within 5 business days to each exercise date, with the exception of the last exercise whereby the warrant holders will give notice of their intention to exercise the Warrants within a period of 15 days prior to the last exercise date according to the details specified in Clause 1.7. means the last business day of June 2017 which is on June 30, 2017 as specified in Clause 1.8 of the Terms and Conditions of the Warrants. means the date that the term of the warrants reaches 9 months following the date of warrant issuance which is February 23, 2018 as specified in Clause 1.8 of the Terms and Conditions of the Warrants. means notification of the Capital Market Supervisory Board No. TorJor.34/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares Warrants and Newly Issued Underlying Shares to accommodate the Warrants dated December 15, 2008 (including the amendment thereto). means the Office of the Securities and Exchange Commission.

3 SET Warrant register book Rights of Warrant means the Stock Exchange of Thailand. means the register or source of registration information recording the details regarding the FER-W3 Warrants and the holder of the FER- W3 Warrants, such as the name and address of the holder of the FER-W3 Warrants, transfer, pledge, seizure, or issuance of the new certificate of FER-W3 Warrants according to the rules stipulated in the relavant laws concerning the securities and exchange, and the notification of the securities and exchange commission, or the notification of the office of securities and exchange commission, or the notification of the capital markets supervisory board. means all of the rights of the FER-W3 Warrants under the Terms and Conditions of Warrants and/or under the related laws (if any) including (but not limited to) the right to attend the meeting and the right to vote in the meeting of the holder of the FER-W3 Warrants. 1. Key terms of offering the securities 1.1 Type of Warrants The warrants to purchase ordinary shares of Ferrum Public Company Limited No. 3 (FER-W3) issued in the type of the identified holder and transferable. 1.2 Features of the offer The warrants to purchase ordinary shares of Ferrum Public Company Limited No. 3 (FER-W3) in the amount of not more than 770,953,439 units, issued in the type of the identified holder and transferable, allocated to the existing shareholders of the Company who exercised the right to subscribe for and have been allocated such newly issued shares in proportion to their shareholdings (Right Offering) in the ratio of 3 newly issued ordinary shares allocated from the subscription per 1 unit of the warrants. The Company has determined May 3, 2017 as the date that the right is granted to the identified shareholder (Record Date) who shall be entitled to collect the warrants to purchase ordinary shares of the Company and the names of shareholders will be gathered in accordance with Section 255 of the Securities and Exchange Act B.E (as amended in 2008) by closing the share register book on May 4, Offering price of FER-W3 Warrants 0.00 Baht per Unit.

4 1.4 Rights to purchase the ordinary shares The holder of the FER-W3 Warrants of 1 unit shall be entitled to purchase 1 ordinary share of the Company (except for in the case of rights adjustment) at the exercise price of 0.50 Baht per share (at the par value of 1.00 Baht) except for in the case of rights adjustment according to the conditions of rights adjustment. In this regard, in the case of the adjustment of the exercise price, the exercise price of the FER-W3 Warrants per unit after the adjustment of the exercise price shall not be less than the par value of the Company ordinary s shares as at the relevant exercise date. 1.5 Number of newly issued shares to accommodate the exercise of rights Annual General Meeting of Shareholdres for the year 2017 held on April 25, 2017 approved to reserve the ordinary shares in the amount of not more than 770,953,439 shares (at the par value of 1.00 Baht), calculated as percent of the total number of issued and sold shares of the Company. 1.6 Term of FER-W3 Warrants 9 months from the issuance and offering date of the FER-W3 Warrants (from May 25, 2017 to February 24, 2018). 1.7 Notification date of intention to exercise the warrants The holder of the FER-W3 Warrants who wishes to exercise the rights to purchase the ordinary shares of the Company must notify its intention to exercise the warrants between 9.00 a.m. and 3.30 p.m. within 5 business days to each exercise date, with the exception of the last exercise whereby the warrant holders will give notice of their intention to exercise the Warrants within a period of 15 days prior to the last exercise date (hereinafter referred to as the Term of notifying the intention to exercise the warrants ). In the case that the notification date of intention to exercise the warrant is on the holiday of the commercial banks and/or the securities registrar, such notification date of intention to exercise the warrants shall be postponed to be the last business day prior to such exercise date. The holder of the FER-W3 Warrants must submit the notification letter of intention to exercise the warrants to the Company by 3.30 pm. on the date prior to the exercise date. Should any holder of the FER-W3 Warrants wish to submit the notification letter of intention to exercise the warrants by hand, such holder of warrants must contact the Company between 9.00 a.m. and 3.30 p.m. on the business days of the Company (i.e. except Saturday, Sunday and public holidays) during the term of giving notice of its intention to exercise the warrants. For the last exercise, the Company shall give notice of any developments regarding the exercise of warrants, the term of notifying the intention to exercise the warrants and/or the exercise ratio of at least 14 business days prior to the first date of the term of giving notice of its intention to exercise the warrants in the information disclosure system (SET PORTAL system) of the SET. In addition, the Company shall deliver the registered mail to the holder of the FER-W3 Warrants according to the name list appears in the warrant register book as of the closure date of register within 5 days in advance from the closing date of the register.

5 1.8 Exercise date The holder of warrants is entitled to exercise the warrants to purchase the ordinary shares on the last business day of every month between 9.00 a.m. and 3.30 p.m. throughout the term of warrants. The first exercise date shall be on Friday June 30, 2017 and the last exercise date shall be on the date that the term of warrants reaches 9 months since the date of warrant issuance which shall be on February 23, In this regard, the Company shall close the register for the period of 21 days prior to the last exercise date (or the expiry date) and the SET shall display the SP sign (suspension of purchase) for 3 business days in advance prior to the closing date of register or of the register to determine the rights of the holder of FER-W3 Warrants to attend the meeting of the holder of FER-W3 Warrants according to Clause 4.1 will be closed. For the last exercise, should the exercise date be on the holiday of the warrant registrar or the holiday of SET, the last exercise date shall be moved forward to be on the previous business day. 1.9 Warrant registrar Thailand Securities Depository Company Limited 93 Ratchadaphisek Road, Dindaeng Sub-district, Dindaeng District, Bangkok Telephone: Facsimile: SETContactCenter@set.or.th Website: The warrant registrar shall be responsible for the closure of the warrant register book which shall contain, namely, the full name, nationality and address of the holder of the FER-W3 Warrants and other details that the Securities Depository shall require. In the case of any conflicting information, it is deemed that the information in the warrant register book is the correct information. The holder of the FER-W3 Warrants is required to give notice of any change or error in the details to be recorded in the warrant register book, and the warrant registrar shall make changes and correct such errors accordingly. The Company reserves the rights in changing the warrant registrar, provided that the holder of the FER-W3 Warrants shall be notified not less than 30 days in advance.

6 1.10 Methods and address to contact to exercise the warrants Contact address Investor Relations Department Ferrum Public Company Limited Address of head office: No. 73 MLink Building, Soi Sukhumvit 62, Sukhumvit Road, Bangchak Sub-district, Phra Kanong District, Bangkok Metropolis Telephone: Facsimile: In the case that the Company changes the contact address for the exercise of the warrants, the Company shall notify the details to the holder of the FER-W3 Warrants through the information disclosure system of the SET (SET POTRAL) accordingly. The holder of the FER-W3 Warrants can request the notification letter of intention to exercise the warrants to purchase the ordinary shares of the Company during each or the last term of giving notice of the intention to exercise the warrants. In the case that the FER-W3 Warrants is under the Scripless system, the holder of the FER-W3 Warrants who wishes to exercise the warrants is required to notify the securities company who operates as its securities broker (broker) and fill in the application to issue the FER-W3 Warrants or the FER-W3 Warrants s duplicate as required by SET. Such securities company shall notify the Securities Depository to request for the issuance of the FER-W3 Warrants or the FER-W3 Warrants s duplicate to be used as the evidence supplementary to the exercise of warrants to purchase the ordinary shares with the Company for exercising the rights as specified above The holder of FER-W3 Warrants who wishes to exercise the warrants for purchasing the ordinary shares of the Company is required to comply with the conditions for giving notice of the intention to exercise the warrants by arranging and submitting the following documents to the Company at the above-mentioned contact address. (a) (b) Notification letter of intention to exercise the warrants for purchasing the ordinary shares which is correctly, clearly and completely filled in all areas with the signature affixed. Should the holder of the FER-W3 Warrants be a juristic person, the authorized siganatory of such juristic person shall sign with the company s seal affixed (if any). FER-W3 Warrants or the FER-W3 Warrants s duplicate, according to the form required by SET, with the number of units of the warrants in excess or equal to the number of units of the FER-W3 Warrants specified in the notificiaton letter of intention to exercise the warrants.

7 (c) Payment with the amount to exercise which specified in the Notification of Intention to Exercise. The Warrant Holders, who wish to exercise their rights, shall make payment in the forms of cash transferred, cheques, cashier cheques, drafts, bill of exchange or payment orders from banks which can be cashed in in Bangkok within 2 business days from each Exercise Date and shall be made payable to FERRUM PUBLIC COMPANY LIMITED or transfer cash to current account as the name of FERRUM PUBLIC COMPANY LIMITED account No at SIAM COMMERCIAL BANK, Sathorn Branch, and the copy of the original deposit slip (Payin) shall be sent to the Company and please provide the first and last name and phone number to contact behind the cheques, cashier cheques, drafts, bill of exchange or original deposit slip. Should the Company be unable to collect the amount as specified in the notification letter of intention to exercise the warrants, it is deemed that the holder of the FER-W3 Warrants declares its intention for cancellation and is deemed that the holder of the FER-W3 Warrants s rights to purchase the ordinary shares under the FER-W3 Warrants is terminated. (d) Evidence supplementary to the exercise of rights 1) Thai individual Copy of unexpired identification card signed to certify true copy. 2) Foreign individual Copy of unexpired passport or copy of the unexpired alien certificate, signed to certify true copy. 3) Juristic person in Thailand Copy of company affidavit issued not over 6 months ago or within the period that the warrant registrar requires, and signed to certify true copy. Document of the authorized signatory as mentioned in the item 1) or 2), and signed to certify true copy. 4) Juristic person in oversea country Copy of the certificate of incorporation of juristic person certified by the Notary Public, copy of the Memorandum of Association and the Articles of Association of the Company, signed to certify true copy. Document of the authorized signatory as mentioned in the item 2), signed to certify true copy.

8 Number of units of the FER-W3 Warrants to be exercised for purchasing the ordinary shares, in whatsoever cases, shall not be less than 100 ordinary shares and must be made in full amount only. However, in the case that the holder of the FER-W3 Warrants is entitled to purchase less than 100 ordinary shares, the exercise of warrants to purchase the ordinary shares must be exercised at one time for the entire of such numbers. The exercise ratio shall be equal to one unit of FER-W3 Warrants per one ordinary share except for the case of right adjustment under Clause The holder of the FER-W3 Warrants shall be responsible for the stamp duty and any other taxes (if any) incurred due to the exercise of rights under the FER-W3 Warrants to purchase the ordinary shares of the Company The number of ordinary shares issued upon the exercise of warrants shall be calculated by using the amount paid for the exercise of warrants by the holder of the FER-W3 Warrants as mentioned above and divided by the exercise price at the time of such exercise. The Company shall issue the ordinary shares in full but such amount shall not exceed the number of units of the FER-W3 Warrants multiplied by the exercise ratio. In the case of the adjustment of the exercise price and/or exercise ratio incurring a fraction from such calculation, the Company shall not use such fraction to be calculated and shall refund the amount remaining from such exercise to the holder of FER-W3 Warrants via registerd mail within 30 days from the exercise date without any interest incurred If the Company receives evidence supplementary to the exercise of the FER- W3 Warrants or the FER-W3 Warrants which is incomplete or incorrect, or the payment that the Company receives is not as per the amount specified in the notification letter of intention to exercise the warrants for purchasing the ordinary shares, or the Company suspects that the statement filed by the holder of FER-W3 Warrants in the notification letter of intention to exercise the warrants is incomplete or incorrect, the holder of the FER-W3 Warrants must correct the same within the term of notifying the intention to exercise the warrants. Should the holder of the FER-W3 Warrants fail to correct the same within such period, the Company shall deem that such notification of intention to exercise the warrants is terminated without the exercise of rights, and the Company shall refund the received payment and return the FER-W3 Warrants to the holder of the warrant via registered mail within 14 days from such exercise date without any interest incurred in whatsoever cases. In the case that the holder of FER-W3 Warrants has not paid the full amount for the exercise of warrants, the Company is entitled to proceed with any of the following methods as selected by the holder of the FER-W3 Warrants in the notification letter of intention to purchase the ordinary shares. (a) It is deemed that this notification of intention to exercise the warrants is terminated without any actual exercise; or

9 (b) It is deemed that the number of ordinary shares subscribed for is equal to the number according to the amount of payment to be received for the exercise in which the Company has actually received subject to the exercise price at the time; or (c) The holder of the FER-W3 Warrants shall pay the additional amount according to the number intended to be exercised within such term of notifying the intention to exercise the warrants. If the Company does not receive the payment in full according to the exercise of warrants within such term, the Company shall deem that such notification of intention to exercise the warrants is terminated without any actual exercise. In the case of the last exercise, the Company shall proceed as per item (b) only. In the case of items (a) and (c), the Company shall refund the received amount and return the FER-W3 Warrants or the FER-W3 Warrants s duplicate that the Company deems unexercised back to the holder of the FER-W3 Warrants via registered mail within 14 days from the exercise date without any interest incurred in whatsoever cases. In the case of item (b), the Company shall return the remaining FER- W3 Warrants (in case the Company deems that the exercise was made partially) or the new FER-W3 Warrants with the number equal to the remaining unit of FER-W3 Warrants back to the holder of FER-W3 Warrants via registered mail within 14 days from the exercise date without any interest incurred in whatsoever cases. However, the FER- W3 Warrants which is not yet exercised shall continue to be in effect until the last exercise date. In this regard, the FER-W3 Warrants which is not yet exercised shall expire upon the lapse of the last exercise date Once the holder of FER-W3 Warrants who wishes to exercise the warrant to purchase the ordinary shares has fully complied with the conditions for giving notice of the intention to exercise the warrants to purchase the ordinary shares, i.e., has delivered the FER-W3 Warrants (or the FER-W3 Warrants s duplicate), notification letter of intention to exercise the warrants to purchase the ordinary shares and pay the subscription fee for the ordinary shares correctly and in full amount, the holder of FER-W3 shall not be able to revoke such exercise unless a written consent from the Company is obtained Upon the lapse of the last exercise date, should the holder of the FER-W3 Warrants have not yet fully complied with the required conditions for the exercise of warrant, it shall be deemed that such FER-W3 Warrants is terminated without any actual exercise, and the holder of the FER-W3 Warrants shall not be able to exercise their right upon the lapse of the last exercise In case that the holder of FER-W3 Warrants delivers the warrants in a number greater than the number intended to be exercised, the Company shall deliver the new certificate of the FER-W3 Warrants with the remaining numbers of

10 units of the FER-W3 Warrants to such holder of the FER-W3 Warrants via registered mail within 14 days from such exercise date and shall cancel the existing certificate of the FER-W3 Warrants The Company shall file an application registering the change of the Company s paid-up capital with the Ministry of Commerce according to the numbers of newly issued ordinary shares for each exercise within 14 days from each exercise date. Subsequently, the Company shall register the holder of the FER-W3 Warrants who exercised the warrant as the ordinary shareholders of the Company in the share register book according to the number of ordinary shares of such exercise as well as listing the ordinary shares from the exercise of FER-W3 Warrants on the SET not later than 30 days from each exercise date In the case that the ordinary shares which are reserved to accommodate the exercise of warrants are insufficient, the Company shall compensate the damages incurred by the holder of FER-W3 Warrants who cannot exercise the warrants. However, the Company shall not compensate the damages incurred by the holder of FER-W3 who cannot exercise the warrant in the case that such holder of warrant is a foreigner whose rights are limited due to the foreign shareholding proportion determined by the Articles of Association of the Company For the delivery of ordinary shares that the holder of FER-W3 Warrants is entitled to due to the exercise of warrants, the name to be specified in the ordinary share certificate shall be the same as the name that appears in the notification letter of intention to purchase ordinary shares. The Company shall deliver the share certificate to the holder of the FER-W3 Warrants to the address specified in the notification letter of intention to purchase ordinary shares via registered mail within 15 business days from each exercise date. However, the Company may agree with the holder of the FER-W3 Warrants in advance that the Company shall retain such ordinary share certificate at the Company s address in order for the holder of the FER-W3 Warrants or his representative to collect it by hand, provided that the Company s instructions are followed. In the case of the Scripless system, the Company shall proceed within 7 business days from each exercise date Conditions for Rights Adjustment of the FER-W3 Warrants The Company shall conduct the adjustment of the exercise price and the exercise ratio in order to ensure that the benefits of the holder of the FER-W3 Warrants are not less preferable than the existing conditions upon the occurrence of any of the following events: (a) (b) When the Company changes the par value of its ordinary shares due to the combination and division of the issued ordinary shares. When the Company wholly or partially pays the dividends in the form of the ordinary shares to its shareholders.

11 (c) (d) (e) (f) When the Company offers any newly issued shares at a price lower than 90% of the price calculated according to the method using the market price at the time of offering such shares or the market price during the period prior to the offering of such shares. When the Company offers the convertible debentures or the warrants newly issued with the indication of price or calculation of price for the newly issued shares to accommodate such convertible debentures or the warrants at less than 90% of the market price, calculated according to the method using the market price at the time of offering such convertible debentures or the warrants, or the market price during the period prior to the offering of such convertible debentures or the warrants. When the Company pays the dividends in the form of money in excess of 90 percent of the net profit after deducting the income tax for the operation in any accounting period for separate financial statements of the Company throughout the term of FER-W3 Warrants. In case of any event causing the holder of FER-W3 Warrants to lose its rights and benefits that should be available and such event is not specified in items (a) to (e). The Company shall conduct the adjustment of the exercise price and the exercise ratio which shall maintain the rights of the holder of the FER-W3 Warrants who shall be entitled to purchase the shares on terms not less preferable than the rights specified in each event mentioned above according to the following formulas and calculation methods: (a) When the Company changes the par value of its ordinary shares due to the combination and division of the issued ordinary shares The change of exercise price and exercise ratio shall be effective forthwith from the changing date of the par value of Company s ordinary shares. 1. Exercise price shall be changed according to the formula as follows: Price 1 = Price 0 [Par 1 ] [Par 0 ] 2. Exercise ratio shall be changed according to the formula as follows: Ratio 1 = Ratio 0 [Par 0 ] [Par 1 ] Provided that: Price 1 = New exercise price after the change.

12 Price 0 = Previous exercise price prior to the change. Ratio 1 = New exercise ratio after the change. Ratio 0 = Previous exercise ratio prior to the change. Par 1 = New par value after the change. Par 0 = Former par value prior to the change. (b) When the Company wholly or partially pays the dividend in the form of ordinary shares to its shareholders. The change of the exercise price and exercise ratio shall be effective forthwith from the first date that the ordinary shareholder shall have no right to receive the dividend shares (First date that the SET displays the XD sign). 1. Exercise price shall be changed according to the formula as follows: Price 1 = Price 0 [ A 1 ] [ A 1 + B 1 ] 2. Exercise ratio shall be changed according to the formula as follows: Ratio 1 = Ratio 0 [ A 1 + B 1 ] [ A 1 ] Provided that: Price 1 = New exercise price after the change. Price 0 = Previous exercise price prior to the change. Ratio 1 = Ratio 0 = New exercise ratio after the change. Previous exercise ratio prior to the change. A 1 = Number of ordinary shares called and paid-up in full as of the date prior to the closure of the share register book for the right to receive the dividend shares. B 1 = Number of ordinary shares newly issued in form of dividend ordinary shares. (c) When the Company offers any newly issued shares at a price lower than 90% of the price calculated according to the method using the market price at the time of offering such shares or the market price during the period prior to the offering of such shares

13 The change of exercise price and exercise ratio shall be effective forthwith from the first date that the ordinary shareholder shall have no right to subscribe for the newly issued shares (First date that the SET displays the XR sign) in the case that the offer is made to the existing shareholders (Rights Issue) and/or the first date of the offer of ordinary shares newly issued to the public and general investors and/or the offer on a private placement basis, as the case may be. Price per share of the newly issued ordinary shares is calculated from the total amount that the Company shall receive from the offer of ordinary shares and divided by the total number of the newly issued ordinary shares. Market price per share of the Company s ordinary shares means the market price as the Company s Bord of Directors determines in order to consider whether this offer of the newly issued shares is within the scope of the offer of newly issued shares at a low price according to the rules and methods determined in Clause 2 (2) in the Notification of the SEC Office No. SorJor. 39/2551 Re: Calculation of Offer Price of Securities and Determination of Market Price for Consideration of Offer for Sale of Newly Issued Shares with Discount dated December 24, 2008 (including any future amendments or replacements). In the case that it is unable to find the Market price of the Company s ordinary shares since there is no transaction of the Company s ordinary shares during such period, the Company shall determine a fair price instead to be used for calculation. In case of the offer of newly issued ordinary shares of more than one price simultaneously, for the offer under the conditions requiring simultaneous subscription, the number of shares and all offering prices shall be calculated on an average basis to be the average price per share of the newly issued ordinary shares. However, in the case that such simultaneous offering is not under the conditions requiring simultaneous subscription, the number of shares and the offering price of less than 90 percent of Market price of the Company s ordinary shares shall be calculated to be the average price per share of the newly issued shares. 1. Exercise price shall be changed according to the formula as follows: Price 1 = Price 0 [ (A 2 x MP) + B 2 X ] [ MP (A 2 + B 2 )] 2. Exercise ratio shall be changed according to the formula as follows: Ratio 1 = Ratio 0 [ MP (A 2 + B 2 )]

14 [(A 2 x MP) +B 2 X ] Provided that: Price 1 =New exercise price after the change. Price 0 = Ratio 1 = Ratio 0 = Previous exercise price prior to the change. New exercise ratio after the change. Previous exercise ratio prior to the change. MP = Market price of Company s ordinary shares A 2 = Number of ordinary shares called and paid-up in full as of the date prior to the closure of the share register book for the right to subscribe for the newly issued ordinary shares in the case of offering the ordinary shares to the existing shareholders and/or the date prior to the first date of the offering of newly issued ordinary shares in the case of offering the ordinary shares to the public and general investors, and/or in case of offering on a private placement basis, as the case may be. B 2 = Number of ordinary shares offered to the existing shareholders and/or offered to the public and general investors and/or in case of offering on a private placement basis, as the case may be. B 2 X = Amount to be received after deducting the expenses (if any) from the issuance of ordinary shares newly issued and offered to the existing shareholders and/or offered to the public and general investors and/or in case of offering the ordinary shares on a private placement basis, as the case may be. (d) When the Company offers the convertible debentures or the warrants newly issued with the indication of price or calculation of price for the newly issued shares to accommodate such convertible debentures or the warrants at less than 90% of the market price, calculated according to the method using the market price at the time of offering such convertible debentures or the warrants or the market price during the period prior to the offering of such convertible debentures or the warrants The change of exercise price and exercise ratio shall be effective forthwith from the first date that the ordinary shareholders shall have no right to subscribe for any newly issued securities with the right to convert the same to be ordinary shares or the right to purchase the ordinary shares (First date that the SET displays XR sign) in the case

15 that the offer is made to the existing shareholders (Rights Issue) and/or the first date of the offer of any newly issued securities with the right to convert the same to be ordinary shares or the right to purchase the ordinary shares to the public and general investors and/or the offer on a private placement basis, as the case may be. Price per share of the ordinary shares newly issued for accommodation of rights is calculated from the amount received from the issuance of any securities with the rights to be converted as the ordinary shares or the right to purchase the ordinary shares plus the amount to be received from the exercise of rights to convert as the ordinary shares or exercise of rights to purchase the ordinary shares. In case of using all rights, it shall be divided by the total number of shares which must be newly issued in order to accommodate such exercise of rights. Market price of the Company s ordinary shares and the base of par value to be used in comparison shall have the same meaning as detailed in item (c) above. 1. Exercise price shall be changed according to the formula as follows: Price 1 = Price 0 [ (A 3 x MP)+B 3 X ] [ MP (A 3 + B 3 ) ] 2. Exercise ratio shall be changed according to the formula as follows: Ratio 1 = Ratio 0 [MP (A 3 +B 3 )] [ (A 3 x MP)+B 3 X ] Provided that: Price 1 = Price 0 = Ratio 1 = Ratio 0 = New exercise price after the change. Previous exercise price prior to the change. New exercise ratio after the change. Previous exercise ratio prior to the change. MP = Market price of Company s ordinary shares A 3 = Number of ordinary shares called and paid-up in full as of the date prior to the closure of the share register book for the rights to subscribe for the newly issued securities with the rights to be converted as the ordinary shares or the rights to purchase the ordinary shares in the case of offering to the existing shareholders and/or prior to the first date of the offering period of any

16 newly issued securities with the rights to be converted as ordinary shares or the rights to purchase the ordinary shares to the public and general investors and/or on a private placement basis, as the case may be. B 3 = Number of ordinary shares newly issued to accommodate the exercise of rights of any securities with the rights to be converted as ordinary shares or the rights to purchase the ordinary shares offered to the existing shareholders and/or the public and general investor and/or on a private placement basis, as the case may be. B 3 X is Amount to be received after deducting the expenses (if any) from the issuance of any securities with the rights to be converted as ordinary shares or the rights to purchase the ordinary shares offered to the existing shareholders and/or the public and general investor and/or on a private placement basis, as the case may be, plus the amount to be received from the exercise of rights to be converted as ordinary shares or purchase the ordinary shares. (e) When the Company pays the dividend in the form of money in excess of 90 percent of the net profit after deducting the income tax according to a separate financial statement of the Company for the operation during any accounting period for a separate financial statement of the Company throughout the term of FER-W3 Warrants. The calculation of the percentage of the dividend paid to the shareholders shall be calculated by using the actual paid-out dividend amount in the accounting period of each year including the interim dividend (if any) and divided by the net profit after deducting the income tax of the operational results of such accounting period. The change of exercise price and exercise ratio shall be effective forthwith from the first date that the ordinary shareholders shall have no rights to receive such dividend (First date that the SET displays the XD sign). 1. Exercise price shall be changed according to the formula as follows: Price 1 = Price 0 [ MP - (D - R)] [ MP ] 2. Exercise ratio shall be changed according to the formula as follows:

17 Ratio 1 = Ratio 0 [ MP ] [ MP - (D - R) ] Provided that: Price 1 = Price 0 = Ratio 1 = Ratio 0 = New exercise price after the change. Previous exercise price prior to the change. New exercise ratio after the change. Previous exercise ratio prior to the change. MP = Market price of Company s ordinary shares D = Actual dividend paid to shareholder R = Dividend per share actually paid-out in the case of using the net profit after deducting the income tax in the amount of 90% to be calculated out of the total number of shares entitled to receive the dividend. Market price of the Company s ordinary shares and the base par value to be used in comparison shall have the same meaning as detailed in item (c) above. The word Calculation date means the first date that the ordinary shareholder shall not receive the dividend. (f) In the case of any event causing the holder of the FER-W3 Warrants to lose its rights and benefits that should be available and such event is not specified in items (a) to (e), the Company is required to appoint a financial advisor of the Company to jointly consider and indicate the change of the exercise price and/or exercise ratio fairly, which will not cause the holder of FER-W3 Warrants to have benefits less preferable than the existing conditions. It shall be deemed that the consideration outcome is final, and the Company shall notify the SEC Office of such details within 15 days from the occurring date of such event requiring the adjustment For the rights adjustment of the FER-W3 Warrants, the Company shall adjust the right by adjusting the price and the exercise ratio without adjusting the exercise price together with the issuance of new warrants in order to substitute the adjustment of exercise ratio. In this regard, the Company shall arrange the additional newly issued shares to accommodate the change of exercise upon the adjustment of exercise price and exercise ratio according to the conditions for rights adjustment as stipulated in the Terms and Conditions of the Warrants The calculation of the change of exercise price and exercise ratio under items (a) to (f) are separate from each other, and the change shall be calculated according to the order of events in comparison with Market price of the

18 Company s ordinary shares. In the case that the events simultaneously occurred, the change shall be calculated as to the following order, i.e., (a), (e), (b), (c), (d) and (f), provided that the price model shall be maintained with 3 decimal places for each calculation of change and the exercise ratio shall be 5 decimal places. The market price of the Company s ordinary shares to be used in comparison shall be used and have the same meaning as per the details in item (c) above The calculation of the change of exercise price and exercise ratio under items (a) to (f) shall not be changed in a way that increases the new exercise price and/or decreases the exercise ratio except for the case of shares combination. In case that the ordinary shares from the exercise of rights according to the number of FER-W3 Warrantss of each notification of intention to exercise the warrants (5 decimal places of the new exercise ratio after the change) are calculated with a fraction of a share as a result, such fraction will be rounded down. Should the exercise price after the change (3 decimal places) multiplied by the number of ordinary shares of the notification of intention to exercise the warrants be calculated with a fraction of Baht as a result, such fraction of Baht shall be rounded down In case of the change of exercise price, as a result, causing the new exercise price calculated as per the formula to be lower than the par value of the Company s ordinary shares, the par value of Company s ordinary shares shall be used as the exercise price and shall continue to use the exercise ratio stipulated in items (a) to (e), as the case may be The status of the FER-W3 Warrants, prior to the date that the holder of the FER-W3 Warrants gives notice of their intention to exercise the warrants and the date prior to the Ministry of Commerce s acceptance of the registration of the increase of paid-up capital due to the exercise of warrants, shall have the same status and rights as the FER-W3 Warrants which is not mentioned in the intention to exercise. The status of FER-W3 Warrants shall be terminated on the date that the Ministry of Commerce accepts the registration of the increase of paid-up capital due to such exercise of warrants. In the case that the Company has adjusted the exercise price and/or exercise ratio during the period that the Company has not registered the ordinary shares from the exercise of FER-W3 Warrants with the Ministry of Commerce, the holder of FER-W3 Warrants who exercised the warrants already shall be entitled to the retrospective adjustment provided that the Company shall issue the additional ordinary shares to the holder of FER-W3 Warrants on an urgent basis according to the numbers that the holder of the FER-W3 Warrants should be granted if the newly adjusted price is effective. The newly issued ordinary shares may be granted later than the ordinary shares received earlier but shall not be over 15 business days from the date of rights adjustment (In the case of the Scrip system) and within 7 business days from the date of rights adjustment (In the case of Scripless system) New ordinary shares from the exercise of FER-W3 Warrants shall be entitled to receive the benefits that should be available in the same degree as the existing ordinary shares issued and paid-up in full of the Company in all

19 respects upon the acceptance of registration of the increase of paid-up capital by the Ministry of Commerce For the change of exercise price and/or exercise ratio according to the abovementioned conditions, the Company shall give notice of the results of the change by specifying the details of calculation method and reason of such change to the SEC Office in order to give notice of the new exercise price and exercise ratio as well as a brief facts of the cause of rights adjustment, calculation method and the effective date of such rights adjustment. The notification shall be made within 15 days from the occurring date of event and the Company shall give notice of the details of the change of exercise price and/or exercise ratio via the information disclosure media of the SET (SET PORTAL) to the holder of the FER-W3 Warrants according to the time and method stipulated in these Terms and Conditions of Warrants Compensation for damages in the case that the Company fails to arrange ordinary shares to accommodate the rights The Company shall compensate for damages to the holder of the FER-W3 Warrants in the case that the Company fails to arrange ordinary shares to accommodate the rights according to the details as follows: The Company shall compensate for the damages only to the holder of the FER-W3 Warrants who gave notice of their intention to exercise the warrants on the exercise date on which the Company fails to arrange the ordinary shares to accommodate each exercise of warrants, except for the case stipulated in Clause In the case of the compensation for the damages under Clause , the Company shall pay in the form of a cheque specifically-crossed and payable to the named person and delivered via registered mail within 14 days from the exercise date The calculation of damages that the Company shall compensate to the holder of the FER-W3 Warrants under Clause are as per the calculation formula as follows: Damages per 1 unit of warrant = B x [ MP - Price 1 ] Provided that: B = Number of ordinary shares which are unable to be arranged and/or which are increased according to the exercise ratio increasingly changed per 1 unit. MP = Market price of the Company s ordinary shares means the total transaction value of Company s ordinary shares divided by the total number of the Company s ordinary shares listed on the SET for 7 consecutive business days prior to the exercise date. Price 1 = Exercise price under the FER-W3 Warrants or exercise price under the rights adjustment (In the

20 case of the adjustment of exercise price and/or exercise ratio under Clause 1.11) 1.13 Resolution for the approval of the issuance of ordinary shares to accommodate the exercise of the FER-W3 Warrants Annual General Meeting of Shareholders for the year 2017 held on April 25, 2017 resolved to approve the allocation of ordinary shares to accommodate the exercise of the FER-W3 Warrants to be allocated to the Company s existing shareholders who have subscribed for and have been allocated the newly issued shares in proportion to their shareholding (Rights offering) in the amount of not over 770,953,439 shares (at the par value of 1.00 Baht) calculated as percent of the total number of issued and sold shares of the Company Procedures for the remaining ordinary shares after the exercise of the FER-W3 Warrants Upon the expiry of the FER-W3 Warrants, if it appears that there are ordinary shares remaining after the exercise of warrants, the Company s Board of Directors shall propose the matter to the Shareholders Meeting to consider as it deems appropriate according to the laws. Secondary market of the warrants The Company shall list the warrants on the SET Details relating to the ordinary shares to accommodate the FER-W3 Warrants Key feature of shares Number of shares accommodating the exercise of warrants Proportion of the number of shares accommodating the exercise of warrants compared with the total number of issued and sold shares of the Company Par value per share 770,953,439 shares percent 1.00 Baht Secondary market of ordinary shares accommodating the warrants The Company shall list the ordinary shares from the exercise of the FER- W3 Warrants on the SET within 30 days from the exercise date in order to enable such ordinary shares to be available for trading on the SET with the same status as the existing shares of the Company.

21 2. Limitation on the transfer of the FER-W3 Warrants and limitation of the transfer of ordinary shares from the exercise of the warrants 2.1 Limitation on the transfer of the FER-W3 Warrants FER-W3 Warrants can be transferred without limitation. The Company shall not close the warrant register book to suspend the transfer of the FER-W3 Warrants except for in the case of the last exercise in which the Company shall close the warrant register book for 21 days prior to the last exercise date, or in case of closing the warrant register book to determine the rights of the holder of FER-W3 Warrants who shall be attending the meeting of the holder of warrants in which, for this case, the Company shall close the warrant register book for the period of not over 14 days with the details as appear in Clause Limitation of the transfer of ordinary shares Clause 11 of the Articles of Association of the Company stipulates that the Company s shares can be transferred without limitation unless such transfer shall be cause non-thai nationals to hold over 49 percent of the Company s total issued and sold shares. The Company is entitled to deny any transfer causing the shareholding proportion of the non-thai nationals of the Company to be over the above-mentioned proportion. 2.3 Limitation of the exercise of the FER-W3 Warrants of non-thai nationals The Company shall not issue the ordinary shares to non-thai nationals who exercised the warrant in the case that such issuance will cause the shareholding proportion of the non-thai nationals to be over percent of the total issued and sold shares of the Company as stipulated in the Company s Articles of Association Should the limitation on the shareholding proportion of the non-thai nationals in the Company cause the non-thai holders of the FER-W3 Warrants who have exercised the warrants according to the required method to be unable to exercise the warrants according to the entire numbers specified in the notification letter of intention to exercise the warrants, the Company shall return the FER-W3 Warrants and refund the money according to the exercise price of the warrant without interest to the non-thai holder of FER-W3 Warrants via registered mail within 45 days from such exercise date. Should the limitation on the shareholding proportion of the non-thai nationals in the Company cause the non-thai holders of the FER-W3 Warrants who has exercised the warrants according to the required method to be unable to exercise the warrants according to the partial numbers specified in the notification letter of intention to exercise the warrants, the Company shall return the FER-W3 Warrants and refund the remaining money according to the exercise price of the warrants for the portion which cannot be exercised without interest to the non-thai holders of the FER-W3 Warrants via registered mail within 45 days from such exercise date.