(Translation) Subject : Amendments to the Tender Offer for the Securities of OfficeMate Public Company Limited No.2

Transcription

1 No. OFM (Translation) January 22 nd, 2013 Subject : Amendments to the Tender Offer for the Securities of OfficeMate Public Company Limited No.2 To : The President, The Stock Exchange of Thailand (SET) Enclosed: Copy of the amendments to the Tender Offer for the Securities of OfficeMate Public Company Limited No.2 OfficeMate Public Company Limited ( OFM or the Company ), has received a copy of the Tender Offer (Form 247-4) from Chirathivat Family, According to (1) Mr. Narongrit Chirathivat, (2) Mr. Sudhitham Chirathivat, (3) Mr. Pichai Chirathivat, (4) Mr. Suthilaksh Chirathivat, (5) Miss Jariya Chirathivat, and (6) Mr. Tos Chirathivat ( Tender Offerors or Chirathivat Family ), as the Offerors, and Capital Advantage Company Limited, as the Tender Offer Preparer, submitted the Tender Offer Form (Form 247-4) to tender for the securities of OfficeMate Public Company Limited ( OFM or the Company ) to the Office of the Securities and Exchange Commission on January 4, 2013, the Tender Offerors and the Tender Offer Preparer would like to disclose amendments to the Tender Offer Form (Form 247-4) No.2, details of which appear in the attachment hereto. In order to provide the information channel to shareholders, the Company had already posted Tender Offer to Purchase Securities of OfficeMate Public Company Limited (Form 247-4) on the Company website at from January 22 nd, 2013 onwards. Please be informed accordingly. Yours sincerely (Mr. Worawoot Ounjai) Chief Executive Officer Office of Company Secretary OfficeMate Public Company Limited Tel: Fax:

2 -TRANSLATION- This English translation has been prepared solely for the convenience of foreign shareholders of OfficeMate Public Company Limited. The Thai language version is the definitive and official document to this Tender Offer and shall prevail in all respects in the event of any inconsistency with this English translation. No: 004/2013 January 22, 2013 Re: To: Amendments No. 2 to the Tender Offer for the Securities of OfficeMate Public Company Limited Secretary-General of The Office of The Securities and Exchange Commission President and directors of The Stock Exchange of Thailand Directors and shareholders of OfficeMate Public Company Limited According to (1) Mr. Narongrit Chirathivat, (2) Mr. Sudhitham Chirathivat, (3) Mr. Pichai Chirathivat, (4) Mr. Suthilaksh Chirathivat, (5) Miss Jariya Chirathivat and (6) Mr. Tos Chirathivat ( Tender Offerors or Chirathivat Family ), as the Offerors, and Capital Advantage Company Limited, as the Tender Offer Preparer, submitted the Tender Offer Form (Form 247-4) to tender for the securities of OfficeMate Public Company Limited (the Company ) to the Office of the Securities and Exchange Commission on January 4, 2013, the Tender Offerors and the Tender Offer Preparer would like to disclose amendments No. 2 to the Tender Offer Form (Form 247-4) as follows: 1. Amendment to Part 1, Page 1, Clause 2. Name of the Tender Offerors 2. Name of the Tender Offerors (1) Mr. Narongrit Chirathivat (2) Mr. Sudhitham Chirathivat (3) Mr. Pichai Chirathivat (4) Mr. Suthilaksh Chirathivat (5) Miss Jariya Chirathivat (6) Mr. Tos Chirathivat (Hereinafter refer to together as the Tender Offerors ). In this regards, (1) Mr. Narongrit Chirathivat, (2) Mr. Sudhitham Chirathivat, (3) Mr. Pichai Chirathivat, (4) Mr. Suthilaksh Chirathivat and (5) Miss Jariya Chirathivat have appointed Mr. Tos Chirathivat to arrange this Tender Offer. 2. Name of the Tender Offerors (1) Mr. Narongrit Chirathivat (2) Mr. Sudhitham Chirathivat (3) Mr. Pichai Chirathivat (4) Mr. Suthilaksh Chirathivat (5) Miss Jariya Chirathivat (6) Mr. Tos Chirathivat All 6 Tender Offerors are Concert Party (Hereinafter refer to together as the Tender Offerors ). In this regards, (1) Mr. Narongrit Chirathivat, (2) Mr. Sudhitham Chirathivat, (3) Mr. Pichai Chirathivat, (4) Mr. Suthilaksh Chirathivat and (5) Miss Jariya Chirathivat have appointed Mr. Tos Chirathivat to arrange this Tender Offer. 2. Amendment to Part 1, Page 2, Clause 5. Type and Class of Securities Offered to Purchase Capital Advantage Co., Ltd. 6 6 / 2 2 L a d p r a o 8 0, W a n g t h o n g l a n g, B a n g k o k , T h a i l a n d Tel: Fax:

3 The Company has only the ordinary shares. As of the date of the Tender Offer submission, the Company has 320,000,000 issued and paid-up ordinary shares. The Tender Offerors currently hold 171,348,000 ordinary shares of the Company or 53.55% of total issued and paid-up shares of the Company, which is considered 171,348,000 voting rights or 53.55% of total voting rights of the Company. The Company has only the ordinary shares. As of the date of the Tender Offer submission, the Company has 320,000,000 issued and paid-up ordinary shares. The Tender Offerors currently hold 171,348,000 ordinary shares of the Company or 53.55% of total issued and paid-up shares of the Company, which is considered 171,348,000 voting rights or 53.55% of total voting rights of the Company. Hence, remaining ordinary shares for this Tender offer shall be 148,652,000 shares or 46.45% of total issued and paid-up shares of the Company and equal to 148,652,000 shares or 46.45% of total voting rights of the Company. 3. Amendment to Part 2, Page 2-3, Clause 4.1 Summary of the material information of any contracts/ agreements/ memorandum of understanding, entered into by the Tender Offerors prior to making the Tender Offer for the purpose of trading significant amount securities of the Business 1) Entire Business Transfer Agreement The Entire Business Transfer (EBT) Agreement has been signed between Pranporn Co., Ltd. as the Transferor (The Tender Offerors hold 71.40% of total paid-up shares of Pranporn Co., Ltd.) and OfficeMate Plc. as the Transferee. 1.1) The agreement was entered into by and among: Transferor : Pranporn Co., Ltd. (Mr. Tos Chirathivat as one of the Tender Offerors) Transferee : OfficeMate Plc. ( OFM or the Company ) 1.2) The agreement was dated October 19, ) Related securities Type of Securities Class Number of Securities % of Total Paid-up Shares Common share of OFM n/a 240,000, Total 240,000, ) Advisor for the execution of the agreement Thanathip & Partners Legal Counsellors Ltd. % of Total Voting Rights 1.5) Enforceable conditions and period of time of the agreement a. The Transferor agrees to transfer its entire business consisting of all assets and liabilities stated in the financial statement as of the transfer date. b. The Transferee agrees to offer 240 million newly issued ordinary shares for the capital increase for the Transferor on the transfer date at the offering price of Baht per share, totaling value of Baht 9,000 million. c. The transfer date shall be occurred within 7 days after the conditions precedent are completed or any other date that both parties have written agreement. 1) Entire Business Transfer Agreement The Entire Business Transfer (EBT) Agreement has been signed between Pranporn Co., Ltd. as the Transferor (The Tender Offerors hold 71.40% of total paid-up shares of Pranporn Co., Ltd.) and OfficeMate Plc. as the Transferee. 1.1) The agreement was entered into by and among: Page 2/22

4 Transferor : Pranporn Co., Ltd. (Mr. Tos Chirathivat, one of the Tender Offerors and a shareholder of Pranporn, is authorized by directors of Pranporn to sign this agreement) Transferee : OfficeMate Plc. ( OFM or the Company ) 1.2) The agreement was dated October 19, ) Related securities Type of Securities Class Number of Securities % of Total Paid-up Shares Common share of OFM n/a 240,000, Total 240,000, ) Advisor for the execution of the agreement Thanathip & Partners Legal Counsellors Ltd. % of Total Voting Rights 1.5) Enforceable conditions and period of time of the agreement a. The Transferor agrees to transfer its entire business consisting of all assets and liabilities stated in the financial statement as of the transfer date. b. The Transferee agrees to offer 240 million newly issued ordinary shares for the capital increase for the Transferor on the transfer date at the offering price of Baht per share, totaling value of Baht 9,000 million. c. The transfer date shall be occurred within 7 days after the conditions precedent are completed or any other date that both parties have written agreement. All conditions precedent are met and the entire business transfer has already been completed since December 21, Amendment to Part 2, Page 4, Clause Common Directors (Remark below a table) Remark: Other 3 new directors of the Company consisting of (1) Mr. Preecha Ekkunagul, (2) Mr. Pandit Mongkolkul and (3) Mr. Nath Vongphanich have been nominated by the shareholders of the Company, who are the shareholders of Pranporn (who are not the Tender Offerors). Remark: Other 3 new directors of the Company consisting of (1) Mr. Preecha Ekkunagul, (2) Mr. Pandit Mongkolkul and (3) Mr. Nath Vongphanich have been nominated by the shareholders of the Company, who are the shareholders of Pranporn, and approved by the Tender Offerors and former major shareholders of the Company (Ounjai Family). 5. Amendment to Part 3, Page 2, Clause: Overview of the Company s Business After the transactions of the entire business transfer from Pranporn, the issuance of newlyissued ordinary shares for the capital increase of the Company for Pranporn, and the register of capital increase of the Company are completed, the Company s group structure is as follows: 99.99% OfficeMate Public Company Limited 99.99% Office Club (Thai) Co., Ltd. B2S Co., Ltd. 100% Office Supplies Club Co., Ltd. 1) Office Club (Thai) Co., Ltd. has total registered and paid-up capital of Baht 691,550,000. Its business is a retailer and wholesaler of office equipments and furniture. Page 3/22

5 2) B2S Co., Ltd. has total registered and paid-up capital of Baht 640,000,000. Its business is a retailer of stationeries, books, entertainment media, music, movies, and office equipments. 3) Office Supplies Club Co., Ltd. has total registered and paid-up capital of Baht 200,000,000. Currently, most of assets of Office Supplies Club Co., Ltd. have been transferred to Office Club. The remaining assets are only merchandising areas for rent, which is the remaining from the previous lease agreement before the acquisition by Chirathivat Family. After the transactions of the entire business transfer from Pranporn, the issuance of newlyissued ordinary shares for the capital increase of the Company for Pranporn, and the register of capital increase of the Company are completed, the Company s group structure is as follows: Chirathivat Family Ounjai Family Others 53.55% 15.81% 30.64% 99.99% OfficeMate Public Company Limited 99.99% Office Club (Thai) Co., Ltd. B2S Co., Ltd. 100% Office Supplies Club Co., Ltd. 1) Office Club (Thai) Co., Ltd. has total registered and paid-up capital of Baht 691,550,000. Its business is a retailer and wholesaler of office equipments and furniture. 2) B2S Co., Ltd. has total registered and paid-up capital of Baht 640,000,000. Its business is a retailer of stationeries, books, entertainment media, music, movies, and office equipments. 3) Office Supplies Club Co., Ltd. has total registered and paid-up capital of Baht 200,000,000. Currently, most of assets of Office Supplies Club Co., Ltd. have been transferred to Office Club. The remaining assets are only merchandising areas for rent, which is the remaining from the previous lease agreement before the acquisition by Chirathivat Family. Currently, the Company plans to close Office Supplies Club Co., Ltd. within Amendment to Part 3, Page 3, Clause 1.2 Summary Financial Status and Operating Performance of the Company Summary table of the Company s financial statements for the year ended December 31, and for the 9-month period ended September 30, (Unit: Baht million) months of 2012 Total assets Total liabilities Shareholders equity Registered capital Paid-up capital Total revenues 1, , , Total expenses 1, , , Net profit (loss) Net profit (loss) per share (Baht) Dividend per share (Baht) N/A N/A N/A Book value per share (Baht) Page 4/22

6 Source: The Company s financial statements for the year ended December 31, audited by auditor and financial statement for the nine months period ended September 30, 2012 reviewed by the auditor. Remark: Security holders can find additional financial statements and other information from websites of the Securities and Exchange Commission ( or the Stock Exchange of Thailand ( Summary table of the Company s financial statements for the year ended December 31, and for the 9-month period ended September 30, (Unit: Baht million) months of 2012 Total assets Total liabilities Shareholders equity Registered capital Paid-up capital Total revenues , , , Total expenses , , , Net profit (loss) Net profit (loss) per share (Baht) Dividend per share (Baht) * Book value per share (Baht) Source: The Company s financial statements for the year ended December 31, audited by auditor and financial statement for the nine months period ended September 30, 2012 reviewed by the auditor. Remark: Security holders can find additional financial statements and other information from websites of the Securities and Exchange Commission ( or the Stock Exchange of Thailand ( * Interim dividend for the operating performance during January 1, 2012 June 30, 2012 was paid on September 7, Amendment to Part 3, Page 4-5, Clause Expected shareholding structure after the Tender Offer (No amendment of Clause Top 10 shareholders before the Tender Offer in English version) Replace the with the as follows: In the case that all Offerees tender all of their shares in this Tender Offer except 18 shareholders who intend not to sell their shares in this Tender Offer, the shareholding structure of the Company after the Tender Offer will be as follows; Shareholders name No. of share (shares) Percentage of shares compared to total paidup shares Percentage of shares compared to total voting rights 1. Tender Offerors - Mr. Narongrit Chirathivat 112,877, % 35.27% - Mr. Sudhitham Chirathivat 31,299, % 9.78% - Mr. Pichai Chirathivat 28,995, % 9.06% - Mr. Suthilaksh Chirathivat 28,170, % 8.80% - Miss Jariya Chirathivat 27,945, % 8.73% - Mr. Tos Chirathivat 27,519, % 8.60% Total 256,805, % 80.25% 2. Ounjai Family - Mr. Worawoot Ounjai 38,887, % 12.15% - Mrs. Malinee Ounjai 4,000, % 1.25% - Mrs. Pranee Ounjai 2,150, % 0.67% - Miss Jutiporn Ounjai 1,800, % 0.56% - Miss Jutima Ounjai 1,748, % 0.55% - Mr. Poom Ounjai 1,000, % 0.31% - Miss Ploy Ounjai 1,000, % 0.31% Total 50,585, % 15.81% 3. Mr. Suthichai Chirathivat 4,179, % 1.31% 4. Mr. Watt Chirathivat 1,353, % 0.42% 5. Mr. Suthisarn Chirathivat 1,278, % 0.40% 6. Mr. Isareit Chirathivat 912, % 0.29% 7. Mrs. Narttaya Chirathivat 852, % 0.27% 8. Miss Wallaya Chirathivat 852, % 0.27% 9. Mr. Prin Chirathivat 753, % 0.24% Page 5/22

7 Shareholders name No. of share (shares) Percentage of shares compared to total paidup shares Percentage of shares compared to total voting rights 10. Mr. Kriengsakdi Chirathivat 738, % 0.23% 11. Mrs. Sirikate Chirakitti 639, % 0.20% 12. Mrs. Nidsinee Chirathivat 639, % 0.20% 13. Miss Nateanong Chirathivat 414, % 0.13% Total shareholders 320,000, % % 8. Amendment to Part 3, Page 5, Clause List of Board of Directors prior to the acquisition of the Company by the Tender Offerors (Remark below the second table in Clause 1.4.1) 2/ Directors nominated by the shareholders of the Company who are shareholders of Pranporn (who are not the Tender Offerors) 2/ Directors nominated by the shareholders of the Company, who are shareholders of Pranporn, and approved by the Tender Offerors and former major shareholders of the Company (Ounjai Family). 9. Amendment to Part 3, Page 6, Clause Objectives of the Business The Company has entered the business merger with the Tender Offerors as per the resolution of the Extra General Meeting of the Company s shareholders No. 1/2012 on December 19, After the transaction, the Company will hold 99.99% of Office Club (Thai) Co., Ltd. and B2S Co., Ltd., which operate retail business of office equipment and furniture, and full-service retail business of Thai and foreign books, entertainment media, music, movies, stationeries and office furniture, respectively. Those 2 businesses are related to the main business of the Company, which is a retailer of stationeries and office equipments. Hence, the transaction will help the Company achieve its objective as follows: (1) The Company has planned to change a name of the Office Depot stores to OfficeMate, which help to expand brand recognition. (2) After the acquisition of Office Club, the Company will increase its business size and have more market shares of office supplies for both Traditional Trade and e-procurement. (3) The Company will increase the variety of products and distribution channels via online and branches of Office Depot (which will be changed store name to OfficeMate) and B2S. Within 12 months after the end of the tender offer period, the Tender Offerors has no policy to change the Company s business objectives. The Company has entered the business merger with the Tender Offerors as per the resolution of the Extraordinary General Meeting of the Company s shareholders No. 1/2012 on December 19, After the transaction, the Company will hold 99.99% of Office Club (Thai) Co., Ltd. and B2S Co., Ltd., which operate retail business of office equipment and furniture, and full-service retail business of Thai and foreign books, entertainment media, music, movies, stationeries and office furniture, respectively. Those 2 businesses are related to the main business of the Company, which is a retailer of stationeries and office equipments. Hence, the transaction will help the Company achieve its objectives which are disclosed by Mr. Worawoot Ounjai, the Managing Director of the Company, and the Company in the filing submitted to the SET. Such objectives are approved by the Tender Offerors. The details are as follows: With the readiness to provide services via distance trading system and via its stores, the Company aims to be a leader in the retailer business of stationeries and office equipments via distance trading system together with creating new business lines continuously with the objectives as follows: (1) Being a leader in the retailer business of stationeries and office equipments for Business to Business (B2B) via online catalog, website and e-procurement focusing on target customers, who have potential and stability. (2) Increase the market share of e-procurement business for governments and private enterprises with the high standard service to delivery within the next day. Page 6/22

8 (3) Being a leader in the online retailer business focusing on personal used customers, with a plan to increase variety of products to fulfill customers, who prefer modern lifestyle, by providing sufficient information for the decision making via efficient and safe ordering system and the quick delivery system throughout the country. (4) Being a leader in the retailer business of stationeries and office equipments via its stores located all over the country with the expertise in purchasing and distributing variety of products to fulfill current customers demands. The Company plans to increase branches covering the country in order to reach customers all over Thailand. The Company has a future plan approved by the Tender Offerors including Mr. Worawoot Ounjai, the Company s Managing Director, and the Company as disclosed in the filing submitted to the SET as follows: Regarding to the market expansion plan aiming to increase sales and net profit, the Company focuses on developing warehouse space management as well as human resource management, which are important factors for Distance Trade for both sales of stationeries and office equipments, which are main business of the Company. In order to achieve such objective, the Company has future projects as follows: (1) Warehouse spaces expansion project: to increase the usable areas of current warehouses to 15,000 sq.m, supporting more than 80,000 items of products with total investment of Baht 100,000,000. The plan is expected to begin in (2) Store expansion project: to increase a number of Office Depot stores, of which later will change to OfficeMate, by 10 branches and a number of B2S stores by 18 branches with total investment of Baht 350 million. (3) Logistic development project: The Company plans to achieve the Same Day Delivery in some areas providing convenience for the customers to receive goods quickly. The Company also plans to expand the areas for the Next Day Delivery, currently covering Bangkok and 11 surrounding provinces, to all areas in Thailand. (4) International Trendyday Website project: to expend a market of trendyday.com to other countries. The initial targets are Thai people living in other countries by coordinating with the logistic companies, who have expertise in delivery goods to other countries in order to maintain high quality of services and customers demands. (5) Continuous business network development in Asia under brand OfficeMate and B2S : This plan will be developed together with the entering of AEC, which will be happened in The Company will expand B2S branches to other Asian countries, including the development of e-commerce and logistic systems to other Asian countries in order to fulfill Thai customers in other countries and new customer base in the future. Within 12 months after the end of the tender offer period, the Tender Offerors has no policy to significantly change the Company s business objectives. 10. Amendment to Part 3, Page 7, Clause Expansion or Increase in Production Capacity Then Tender Offerors have a plan to maintain Mr. Worawoot Ounjai as the Managing Director with the independence to manage business and to determine of business objectives, future investment plan, future expansion plan, and future financial plan of the Company. While 2 new directors, who are representatives of the Tender Offerors, and 3 other new directors, nominated by the Company s shareholders, who are shareholders of Pranporn (who are not the Tender Offerors), who have expertise, knowledge, and experiences in retail business, will fully support the management and business plans of the Company and/or Mr. Worawoot Ounjai. Within 12 months from the end of the tender offer period, the Tender Offerors have no significantly different plan than the investment plan determined by the Company and/or Mr. Worawoot Ounjai. Then Tender Offerors have a plan to maintain Mr. Worawoot Ounjai as the Managing Director and a key person for the Company s business management including managing business and to determining of business objectives, future investment plan, future expansion plan, and future financial plan of the Company. Meanwhile, 5 new directors will fully support the management and business plans of the Company and/or Mr. Worawoot Ounjai. Page 7/22

9 Within 12 months from the end of the tender offer period, the Tender Offerors have no plan to significantly change its business plan and business expansion plan from those disclosed in Part 3, Clause Amendment to Part 3, Page 7-8, Clause Change in Organization Structure, Management, or Recruitment Board of Directors Board of Directors meeting No. 4/2012 on October 19, 2012 and the Extra General Meeting of shareholder No. 1/2012 on December 19, 2012 of the Company passed a resolution to appoint 5 directors (effective since December 21, 2012) to replace 4 directors who resigned as follows: Position Board of Directors Before the BOD s meeting As at December 21, Chairman of the Board / Mr. Sahas Treetipbut Mr. Sahas Treetipbut Independent Director / Audit Committee 2. Independent Director / Mrs. Angkarat Priebjrivat Mrs. Angkarat Priebjrivat Chairman of the Audit Committee 3. Independent Director / Miss Chuleeporn Piemsomboon Miss Chuleeporn Piemsomboon Audit Committee 4. Director / Managing Director Mr. Worawoot Ounjai Mr. Worawoot Ounjai 5. Director Mr. Wichit Kitsawatpaisan Mr. Suthilaksh Chirathivat 1/ 6. Director Ms. Wilawan Rerkriengkrai Mr. Preecha Ekkunagul 2/ 7. Director Ms. Napasorn Kochasan Mr. Pandit Mongkolkul 2/ 8. Director Mrs. Pattama Wannavittayapa Mr. Nath Vongphanich 2/ 9. Director - Ms. Jariya Chirathivat 1/ Remark: 1/ Directors nominated by the Tender Offerors and are representatives of the Tender Offerors 2/ Directors nominated by the shareholders of the Company who are shareholders of Pranporn (who are not the Tender Offerors) The Tender Offerors have no plan to change directors within 12 months after the end of the tender offer period, except any director resign or pass away which the new director(s) will be nominated for replacement(s) in accordance with proportion of shareholding in the Company after the Tender Offer. Executive Committee Executive Committee of the Company is currently as follows: Position Before the BOD s meeting As at December 21, Executive Chairman Mr. Worawoot Ounjai Mr. Preecha Eakkunakul 1/ 2. Executive Director Mr. Wichit Kitsawatpaisan Mr. Worawoot Ounjai 3. Executive Director Ms. Wilawan Rerkriengkrai Mr. Nath Vongphanich 1/ 4. Executive Director Ms. Napasorn Kochasan - 5. Executive Director Mrs. Pattama Wannavittayapa - 6. Executive Director Mr. Panu Kitsinthavee - Remark: 1/ Directors nominated by the shareholders of the Company who are shareholders of Pranporn (who are not the Tender Offerors) The Tender Offerors have no plan to change executive committee. However, if the current management resigns or passes away, the new executive committee shall be appointed for replacement(s) as appropriate in order to achieve the business objectives and business plan determined by the Company and/or Mr. Worawoot Ounjai and maximize benefits of the Company and shareholders of the Company. Management Management of the Company is currently as follows: Name Position 1. Mr. Worawoot Ounjai Managing Director 2. Ms. Wilawan Rerkriengkrai Business Director of Office Depot and OfficeMate 3. Mr. Somchai Tawonrungroaj Business Director of B2S 4. Mr. Anop Boonthaveepat Online Business Director Page 8/22

10 The Tender Offerors have no plan to change the management of the Company (however, the Tender Offerors may appoint additional management in order to continue the Company s business without interruption) within 12 months after the end of the tender offer period. However, if the current management resigns or passes away, the new management shall be appointed for replacement(s) as appropriate. Board of Directors Board of Directors meeting No. 4/2012 on October 19, 2012 and the Extraordinary General Meeting of shareholder No. 1/2012 on December 19, 2012 of the Company passed a resolution to appoint 5 directors (effective since December 21, 2012) to replace 4 directors who resigned as follows: Position Board of Directors Before the BOD s meeting As at December 21, Chairman of the Board / Independent Director / Audit Committee Mr. Sahas Treetipbut Mr. Sahas Treetipbut 2. Independent Director / Mrs. Angkarat Priebjrivat Mrs. Angkarat Priebjrivat Chairman of the Audit Committee 3. Independent Director / Miss Chuleeporn Piemsomboon Miss Chuleeporn Piemsomboon Audit Committee 4. Director / Managing Director Mr. Worawoot Ounjai Mr. Worawoot Ounjai 5. Director Mr. Wichit Kitsawatpaisan Mr. Suthilaksh Chirathivat 1/ 6. Director Ms. Wilawan Rerkriengkrai Mr. Preecha Ekkunagul 2/ 7. Director Ms. Napasorn Kochasan Mr. Pandit Mongkolkul 2/ 8. Director Mrs. Pattama Wannavittayapa Mr. Nath Vongphanich 2/ 9. Director - Ms. Jariya Chirathivat 1/ Remark: 1/ Directors nominated by the Tender Offerors and are representatives of the Tender Offerors 2/ Directors nominated by the shareholders of the Company, who are shareholders of Pranporn, and approved by the Tender Offerors and former major shareholders of the Company (Ounjai Family). The Tender Offerors have no plan to change directors within 12 months after the end of the tender offer period, except any director resign or pass away which the new director(s) will be nominated for replacement(s) in accordance with proportion of shareholding in the Company after the Tender Offer. Executive Committee Executive Committee of the Company is currently as follows: Position Before the BOD s meeting As at December 21, Executive Chairman Mr. Worawoot Ounjai Mr. Preecha Eakkunakul 1/ 2. Executive Director Mr. Wichit Kitsawatpaisan Mr. Worawoot Ounjai 3. Executive Director Ms. Wilawan Rerkriengkrai Mr. Nath Vongphanich 1/ 4. Executive Director Ms. Napasorn Kochasan - 5. Executive Director Mrs. Pattama Wannavittayapa - 6. Executive Director Mr. Panu Kitsinthavee - Remark: 1/ Directors nominated by the shareholders of the Company, who are shareholders of Pranporn, and approved by the Tender Offerors and former major shareholders of the Company (Ounjai Family). The Tender Offerors have no plan to change current 3 executive committee within 12 months after the end of the tender offer period. However, if the current management resigns or passes away, the new executive committee shall be appointed for replacement(s). 1 additional executive committee nominated by the Company s shareholders, who are former shareholders of Pranporn, may be appointed as appropriate. Management Management of the Company is currently as follows: Name Position 1. Mr. Worawoot Ounjai Managing Director 2. Ms. Wilawan Rerkriengkrai Business Director of Office Depot and OfficeMate 3. Mr. Somchai Tawonrungroaj Business Director of B2S 4. Mr. Anop Boonthaveepat Online Business Director The Tender Offerors have no plan to change the management of the Company in operating the main businesses within 12 months after the end of the tender offer period. However, if the current Page 9/22

11 management resigns or passes away, the new management shall be appointed for replacement(s). Mr. Worawoot Ounjai and executive committee may appoint additional management(s) to support new business transactions occurred in the future as appropriate. 12. Amendment to Part 3, Page 8, Clause Plan to Sell the Company s or Its Subsidiaries Core Assets Within 12 months after the end of the tender offer period, the Tender Offerors have no plan to sell the Company s and its subsidiaries core assets, which differ significantly from the business plan of the Company and/or Mr. Worawoot Ounjai. Within 12 months after the end of the tender offer period, the Tender Offerors have no plan to significantly change its plan to sell the company s or its subsidiaries core assets of the Company and its subsidiaries except it is necessary for the achievement of the objectives and future plan disclosed in Part 3, Clause Amendment to Part 3, Page 8, Clause Financial Structure Issuance and Offering of New Shares Within 12 months after the end of the tender offer period, the Tender Offerors have no capital increase plan, which significantly differ from the business and fund raising plans of the Company and/or Mr. Worawoot Ounjai. Loan from Financial Institutions Within 12 months after the end of the tender offer period, the Tender Offerors have no plan to borrow from financial institution, which significantly differ from business and financial plans of the Company and/or Mr. Worawoot Ounjai. Within 12 months after the end of the tender offer period, the Tender Offerors have no plan to significantly change financial structure of the Company and its subsidiaries except it is necessary for the achievement of the objectives and future plan disclosed in Part 3, Clause Amendment to Part 3, Page 8-9, Clause 2.3 Connected Transaction However, after receiving the entire business transfer of Pranporn (which the Tender Offerors are major shareholders of Pranporn), the Company has 2 new subsidiaries, Office Club (Thai) Co., Ltd. ( Office Club ) and B2S Co., Ltd. ( B2S ), which used to be business units of Chirathivat Family. It is anticipated that these 2 subsidiaries will have the connected transactions with Chirathivat Family in the future as follows: B2S and Office Club will have revenues from sales of goods, rental and rental service, sale promotion, and utilities charges with Chirathivat Family. Total historical amounts in 2011 and 9 months period of 2012 are Baht million and Baht million, respectively. B2S and Office Club will purchase goods from the companies in Chirathivat Family. Total historical amounts in 2011 and 9 months period of 2012 are Baht million and Baht million, respectively. B2S and Office Club will rent spaces in the department stores of Chirathivat Family to operate their businesses. Total historical rental and rental service expenses, promotion expenses, and utility expenses with Chirathivat Family in 2011 and 9 months period of 2012 are Baht million and Baht million, respectively. B2S and Office Club will have business support expenses, such as, warehouse & logistics, accounting and finance, human resource, etc. with Chirathivat Family. Total historical amounts in 2011 and 9 months period of 2012 are Baht million and Baht million, respectively. Page 10/22

12 B2S and Office Club will have IT system and network expenses with Chirathivat Family. Total historical amounts in 2011 and 9 months period of 2012 are Baht million and Baht million, respectively. B2S will have the agreement to use B2S trademark with Central Retail Corporation Limited with the payment by percentage of net revenues. Total historical amounts of payment for using trademark in 2011 and 9 months period of 2012 are Baht million and Baht million, respectively. The current trademark agreement is effective from January 1, 2012 to December 31, 2014, renewable every 3 years. The Company and its subsidiaries, consisting of B2S and Office Club, are retailers of stationary, office equipment, products relating to the education and entertainment (Edutainment) and other various products as well as other related and supporting businesses. The success of the Company and its subsidiaries, especially its subsidiaries, is due to its 2 subsidiaries (including Office Supplies Club Company Limited, a subsidiary of Office Club) used to be parts of the Central Group, a leader of retail business for more than 60 years and operates many businesses, for example, department stores, hotels, restaurants, and retailers of more than 100 brands and products. In addition, B2S and Office Club have leased spaces in the department stores of the Central Group for their operations. Currently, the Central Group is a business partner of the Company and its subsidiaries, which help to increase variety of products and bargaining power with trade partners. Companies in the Central Group are as follows: Companies in the Central Group Relationship with the Company Associate Major shareholder Same shareholders and/or directors 1. Central Retail Corporation Limited* X X 2. Central Page One (Thailand) Company Limited** X X 3. C G Broker Company Limited X 4. CRC Power Retail Company Limited X 5. CR Chanthaburi (Thailand) Company Limited X 6. CR Chiangmai (Thailand) Company Limited X 7. CR Nakorn Sri Thammarat (Thailand) Company Limited X 8. CR Phuket (Thailand) Company Limited X 9. CR Ratchaburi (Thailand) Company Limited X 10. CR Hatyai (Thailand) Company Limited X 11. CR Udornthani (Thailand) Company Limited X 12. CR Ubon Ratchathani (Thailand) Company Limited X 13. CRC Property Company Limited X 14. CRC Sport Company Limited X 15. Central Food Retail Company Limited X 16. Central Retail Training Center Company Limited X 17. Central Trading Company Limited X 18. Central Pattana Public Company Limited X 19. Central Pattana Khonkaen Company Limited X 20. Central Pattana Chonburi Company Limited X 21. Central Pattana Chiangmai Company Limited X 22. Central Pattana Chiangrai Company Limited X 23. Central Pattana Development Company Limited X 24. Central Pattana Nine Square Company Limited X 25. Central Pattana Rama 2 Company Limited X 26. Central Pattana Rama 3 Company Limited X 27. Central Pattana Ladprao Company Limited X 28. Central Pattana Rattanathibet Company Limited X 29. Central Pattana Ramindra Company Limited X 30. Central Pattana Central World Plaza Company Limited X 31. Central Restaurant Group Company Limited X 32. Central Reality Service Company Limited X 33. Central Watson Company Limited X 34. Central World Company Limited X 35. Central World Tower Company Limited X 36. Central World Phitsanulok Company Limited X Page 11/22

13 Companies in the Central Group Relationship with the Company Associate Major shareholder Same shareholders and/or directors 37. Central World Udonthani Company Limited X 38. Central Online Company Limited X 39. Tiang Chirathivat Company Limited X 40. Power Buy Company Limited X 41. Central Department Store Limited X 42. C.D.S. Restaurant Company Limited X 43. Harng Central Department Store Limited X 44. Robinson Department Store Public Company Limited X 45. Bangna Central Property Company Limited X 46. Big C Super Center Public Company Limited X 47. R.I.S. Company Limited X 48. Mass Concept Company Limited X Remark: * Formerly, Central Retail Corporation Limited was a shareholder of B2S and Office Club before the selling of shares of B2S and Office Club to Pranporn. ** B2S already sold all 50.10% shareholding in Central Page One (Thailand) Company Limited to company in the Central Group on November 16, During 2011 and 9 months period of 2012, the Company and its subsidiaries had related transactions with the Central Group as follows: Type of transaction Value of related transaction (Baht million) 9 months period of Revenue from sales Central Food Retail Company Limited Central Department Store Limited CRC Power Retail Company Limited Central Retail Corporation Limited Robinson Department Store Public Company Limited Others Revenue from rentals and services Revenue from sales promotion Revenue from utilities Revenue from management Trading value Central Trading Company Limited Central Page One (Thailand) Company Limited Others Rentals and services expense Central Department Store Limited Robinson Department Store Public Company Limited Big C Super Center Public Company Limited Others Sales promotion expense Utilities expenses Operating expense Central Retail Corporation Limited Others Computer expense R.I.S. Company Limited Central Online Company Limited License expense Central Retail Corporation Limited Accounts receivable Net Other receivable Accounts payable Central Trading Company Limited Others Other payables Central Retail Corporation Limited Central Department Store Limited Page 12/22

14 Type of transaction Value of related transaction (Baht million) 9 months period of Central Pattana Chonburi Company Limited Others Loans to others Central Retail Corporation Limited CRC Property Company Limited Mass Concept Company Limited CRC Power Retail Company Limited Central Page One (Thailand) Company Limited -* 3.90* 18. Loans from others Mass Concept Company Limited Remark: Breakdown only significant transactions * Net figures after deducting provisions for doubtful debt However, after receiving the entire business transfer of Pranporn (which the Tender Offerors are major shareholders of Pranporn), the Company has 3 new subsidiaries, Office Club (Thai) Co., Ltd. ( Office Club ), B2S Co., Ltd. ( B2S ), and Office Supplies Club Co., Ltd. (which is a subsidiary of Office Club) ( Office Supplies Club ), which used to be business units of the Central Group. It is anticipated that B2S and Office Club will have the connected transactions with the Central Group in the future as follows: B2S and Office Club will have revenues from sales of goods, rental and rental service, sale promotion, and utilities charges with the Central Group. B2S and Office Club will purchase goods from the companies in the Central Group. B2S and Office Club will rent spaces in the department stores of the Central Group to operate their businesses with rental and rental service expenses, promotion expenses, and utility expenses with the Central Group. B2S and Office Club will have business support expenses, such as, warehouse & logistics, accounting and finance, human resource, etc. with the Central Group. B2S and Office Club will have IT system and network expenses with the Central Group. B2S will have the agreement to use B2S trademark with Central Retail Corporation Limited with the payment by percentage of net revenues. The current trademark agreement is effective from January 1, 2012 to December 31, 2014, renewable every 3 years. 15. Amendment to Part 4, Page 6, Clause 6.1 Method of Offering Price Determination (1 st Paragraph) The OFM s shares acquired by the Tender Offerors during the period of 90 days prior to the date on which the offer document was submitted to the Office of the SEC are the shares acquired by way of swap ordinary shares of OFM for the entire assets and liabilities ( firm value ) of Pranporn. Pursuant to Thor Jor. 12/2554, Clause 39 in the case of such share swap, the highest acquisition price of such OFM shares shall be the following price: The OFM s shares acquired by the Tender Offerors during the period of 90 days prior to the date on which the offer document was submitted to the Office of the SEC are the shares acquired by way of swap ordinary shares of OFM for the entire assets and liabilities ( firm value ) of Pranporn. The highest acquisition price of such OFM shares shall be the following price: 16. Amendment to Part 4, Page 6, Clause 1) Book Value Approach The valuation by this approach determines the firm value of Pranporn at a certain period. In this case, the firm value of Pranporn is the sum of the book value of B2S and Office Club based on their latest financial statements as of September 30, 2102, reviewed by the certified auditor approved by the SEC, and total assets and liabilities of Pranporn based on the management report as of December 21, 2012, which was the date that OFM accepted the entire business transfer of Pranporn in exchange of issuing 240,000,000 newly issued ordinary shares of OFM to Pranporn. Later, Page 13/22

15 Pranporn had registered the dissolution and transferred all OFM s shares to shareholders of Pranporn, of which the Tender Offerors are major shareholders. The book value of Pranporn is calculated based on given financial statements as follows: The valuation by this approach determines the firm value of Pranporn at a certain period. In this case, the firm value of Pranporn is the sum of the book value of B2S and Office Club based on their latest financial statements as of September 30, 2102, reviewed by the certified auditor approved by the SEC (However, the Tender Offer Preparer did not deduct related transactions between B2S and Office Club from the sum of the book value due to there were considerably small amount and insignificant), and total assets and liabilities of Pranporn based on the management report as of December 21, 2012, which was the date that OFM accepted the entire business transfer of Pranporn in exchange of issuing 240,000,000 newly issued ordinary shares of OFM to Pranporn. Later, Pranporn had registered the dissolution and transferred all OFM s shares to shareholders of Pranporn, of which the Tender Offerors are major shareholders. The book value of Pranporn is calculated based on given financial statements as follows: 17. Amendment to Part 4, Page 7, Clause 2) Price to Book Value Ratio Approach: P/BV Ratio The valuation by this approach evaluates the share value of B2S and Office Club by using their book value (Book Value per Share) as shown in the latest financial statements as of September 30, 2012, which were reviewed by an auditor approved by the SEC at Baht 6.81 per share and Baht per share, respectively and subtracted with P/BV multiple of net liabilities of Pranporn as of December 21, 2012 amount of Baht (from (3) in the above table), then multiplied by the median of P/BV Ratios of 8 comparable SET-listed companies in the modern trade business, operated similar businesses to B2S and Office Club for the period up to December 19, The details are summarized below: The valuation by this approach evaluates the share value of B2S and Office Club by using their book value (Book Value per Share) as shown in the latest financial statements as of September 30, 2012, which were reviewed by an auditor approved by the SEC at Baht 6.81 per share and Baht per share, respectively (However, the Tender Offer Preparer did not deduct related transactions between B2S and Office Club from the sum of the book value due to there were considerably small amount and insignificant), and subtracted with P/BV multiple of net liabilities of Pranporn as of December 21, 2012 amount of Baht (from (3) in the above table), then multiplied by the median of P/BV Ratios of 8 comparable SET-listed companies in the modern trade business, operated similar businesses to B2S and Office Club for the period up to December 19, The details are summarized below: (Remark: Total number of issued and paid-up shares of B2S and Office Club as of September 30, 2012 was 64 million shares and million shares, respectively, with par value of Baht 10 per share) 18. Amendment to Part 4, Page 7, Clause 3) Price to Earning Ratio Approach: P/E Ratio The valuation by this approach evaluates the share value of B2S and Office Club by using net profit per share of B2S and Office Club for the last 12-month period ending September 30, 2012, reviewed by an auditor approved by the SEC multiplied by the median of P/E Ratios of 8 comparable SET-listed companies in the modern trade business, operated similar businesses to B2S and Office Club for the period up to December 19, 2012, then subtracted with the net liabilities of Pranporn. The details are summarized below: The valuation by this approach evaluates the share value of B2S and Office Club by using net profit per share of B2S and Office Club for the last 12-month period ending September 30, 2012, reviewed by an auditor approved by the SEC at Baht 0.39 per share and Baht 2.25 per share, respectively (However, the Tender Offer Preparer did not deduct related transactions between B2S and Office Club from the sum of net profit due to there were considerably small amount and Page 14/22

16 insignificant), multiplied by the median of P/E Ratios of 8 comparable SET-listed companies in the modern trade business, operated similar businesses to B2S and Office Club for the period up to December 19, 2012, then subtracted with the net liabilities of Pranporn. The details are summarized below: (Remark: Total number of issued and paid-up shares of B2S and Office Club as of September 30, 2012 was 64 million shares and million shares, respectively, with par value of Baht 10 per share) 19. Amendment to Part 4, Page 8-9, Clause 4) Discounted Cash Flow Approach of B2S: financial assumptions Replace the with the as follows: a) Discounted Cash Flow Approach for B2S Revenue from sales of products Existing stores: the Tender Offer Preparer assumes growth rate of the average revenue per store area at 3% p.a. based on the historical revenue growth rate and the expected inflation rate and under conservative basis. New stores: B2S plans to open 9 stores each year over the forecasting period with smaller store size format for new opening stores. The Tender Offer Preparer estimates average revenue per store area of new stores in the first year equivalent to 50% of full year revenue and thereafter assumes growth rate of the average revenue per store area at 3% p.a. based on the historical revenue growth rate and the expected inflation rate and under conservative basis. Remark: Generally, the Tender Offer Preparer shall consider the 3-5 years historical data as a basis in determining the assumptions of financial forecasts. However, in this case, the growth rate of average revenue per store area in was impacted from the external factors as a result of airport closure in 2008, the political unrest in 2008, 2009, and 2010, and flood crisis in Thus, the Tender Offer Preparer would consider the 5-year average of revenue growth during , which was the period prior to the aforementioned impacts as well as checked with the 10-year average of revenue growth during to determine the assumption under the conservative basis. Details of new stores expansion and revenue forecasts are as follows: 2012F 2013F 2014F 2015F 2016F 2017F No. of new stores 11* No. of total stores at year end Total store areas at year end (sq.m.) 61,278 64,978 68,678 72,378 76,078 79,778 Average revenue per store area 55,293 55,283 57,035 58,831 60,676 62,570 (Baht/sq.m.) Revenue from sales of products 3, , , , , , (Baht million) Growth rate of total store areas (%) 14.63% 6.04% 5.69% 5.39% 5.11% 4.86% Remark: * 11 new stores are the forecasted numbers confirmed by B2S as of the valuation date. At present, there are 2 stores postponed the operation date from at the end of 2012 to the beginning of 2013 due to the construction works of shopping centers are not completed as schedule. Other revenues Other revenues consist of interest income, revenue from rental and services, revenue from advertisements, revenue from rebate, revenue from logistics and distribution, revenue from management fees, and revenue from utility services. The Tender Offer Preparer estimates other revenues in 2012 based on historical data in the first 9-month period of 2012 and annualized to full year. The estimated other revenues since 2013 onwards are assumed at 6.20% of revenue from sales of products over the forecasting period, which is equivalent to the average of year 2011 the first 9-month period of Since B2S may recognize the revenue from rebate at year end in case that B2S achieves the target as agreed with suppliers, the Tender Offer Preparer therefore considers to use the ratio of other revenues to revenue from sales of products for 2011, which is full year information, and the ratio of the first 9-month period of 2012 to represent the average closed to the most-recent ratio. Cost of sales of products Cost of sales of products in were at 77.18% 77.64% of revenue from sales of products and decreased gradually in , accounting for 75.98% and 74.14% of revenue Page 15/22