-Translation- "This English translation has been prepared solely for the convenience of foreign shareholders of Thoresen Thai Agencies Public Company Limited and should not be relied upon as a definitive and official document of the Company. The Thai version of this document is the definitive and official document and shall prevail in all respects in the event of any inconsistency with the English translation." Enclosure 6 Rights and Duties of the Warrant Issuer and Holders of the Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public Company Limited No. 5 Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 5 ( Warrants or TTA-W5 ) are issued by Thoresen Thai Agencies Public Company Limited (the Company or TTA or the Warrant Issuer ) according to the resolution of the Annual General Meeting of Shareholders No. 1/2015 held on 28 January 2015. The Warrant Holders shall be entitled to the rights as described in this Warrant Covenant and the Warrant Issuer and Warrant Holders shall be obligated according to this Warrant Covenant in all respects. It shall also be deemed that the Warrant Holders fully acknowledge and understand all the terms and conditions set forth herein. The Warrant Issuer shall arrange to have a copy of this Warrant Covenant at the Company s head office to allow the Warrant Holders to review during the Company s business hours. Definition Words and phrases used in this Warrant Covenant shall have the following meanings. Warrant Covenant means The warrant covenant prescribing the rights and duties of the Warrant Issuer and Holders of the Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 5 ( Warrants or TTA-W5 ) (including any amendment (if any)) Warrants or TTA-W5 means Registered and transferable Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No.5 allocated to existing shareholders of the Company in proportion to their shareholding Warrant Certificate(s) means The warrant certificate issued by Thailand Securities Depository Company Limited to be a replacement of the Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 5 Company or TTA or Warrant Issuer means Thoresen Thai Agencies Public Company Limited Warrant Holder(s) means Legal holder of Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 5. - 1 -
Issuance Date means 13 March 2015 Exercise Date means The date on which the Warrant Holders can exercise the right to purchase the Company s ordinary shares as specified in clause 2.1 Notification Period means The period during which the Warrant Holders wishing to exercise the right to purchase the Company s ordinary shares can indicate his/her intention to exercise the Warrants, as specified in clause 2.2 First Exercise Date means The last Business Day of June 2015 i.e., 30 June 2015 Last Exercise Date means 28 February 2019 Business Day means The date on which commercial banks in Bangkok operate which is not Saturday or Sunday or any bank holiday as announced by the Bank of Thailand Office of the SEC means The Office of Securities and Exchange Commission SET means The Stock Exchange of Thailand Warrant Registrar or "TSD" means Thailand Securities Depository Co., Ltd. Notification TorJor. 34/2551 means Notification of Capital Market Supervisory Board No. Tor Jor 34/2551 re: Application for Permission and Permission to Offer Warrants to Purchase Newly Issued Shares and the Newly Issued Shares Reserved for New Warrants, dated 15 December 2008 (as amended) Warrant Register Book means Register book or information source that records details of Warrants and Warrants Holders, according to the provisions of Securities and Stock Exchange laws and the relevant notifications of the Securities and Exchange Commission, the Office of Securities and Exchange Commission or Capital Market Supervisory Board Rights under Warrants means All rights under the Warrants subject to this Warrant Covenant and/or relevant laws (if any), including (without limitation) the rights to attend the meetings and right to vote in the meetings of Warrant Holders - 2 -
1. Details of Securities in Offer 1.1. Warrant Issuer Thoresen Thai Agencies Public Company Limited 1.2. Address of Warrant Issuer 26/26-27, Orakarn Building, 8 th Floor, Soi Chidlom, Ploenchit Road, Khwaeng Lumpini, Khet Pathumwan, Bangkok 10330 1.3. Category of Warrants Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 5 1.4. Type of Warrants Registered and transferable 1.5. Offering and Allocation Method The Warrants shall be offered for sale, in combination with the newly issued ordinary shares, to existing shareholders in proportion to their shareholding (Right Offering). The Company set 9 February 2015 as the Record Date to determine the shareholders who are entitled to subscribe for the newly issued ordinary shares in combination with the Warrants to purchase the newly issued ordinary shares of the Company. The Company will close the share register book to collect the names of the shareholders as specified under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) on 10 February 2015. The subscription ratio is 15 existing ordinary shares to 6 newly issued ordinary shares to 2 units of Warrants. Decimal fractions of Warrants derived from calculations shall be disregarded. Existing shareholders shall have the right to oversubscribe for shares based on the ratio specified above by indicating their intention to oversubscribe for no more than 20 percent of existing ordinary shares held by them. Decimal fractions of newly issued ordinary share derived from calculations shall be disregarded. Any shareholder wishing to exercise his/her rights must subscribe for both the Warrants and newly issued ordinary shares in proportion to his/her shareholding, simultaneously. They cannot subscribe for either one of Warrants or ordinary shares. This is applicable in cases of proportionate subscription, under subscription and oversubscription. Example of the computation of the rights to subscribe for the newly issued shares and the Warrants Assumption for all examples : A shareholder currently holds 150 ordinary shares in the Company. Such shareholder will have the right to subscribe for 60 newly issued ordinary shares in combination with 20 units of Warrants. Case 1: A subscription for newly issued shares only in proportion to shareholding percentage (no oversubscription) : The shareholder is eligible to subscribe for 60 newly issued ordinary shares and for 20 units of Warrants accordingly. - 3 -
Case 2: A subscription for newly issued shares less than proportionate subscription right Case 3: A subscription for newly issued shares greater than proportionate subscription right : The shareholder intends to subscribe for only 45 newly issued shares, he/she is eligible for 15 units of Warrants accordingly : The shareholder intends to subscribe for 60 newly issued shares in proportion to their existing shareholding percentage and oversubscribe for 30 newly issued shares, thus totaling 90 shares. Such shareholder is eligible for 20 units of Warrants in proportion to their subscription right and 10 units of Warrants in excess of their subscription right, thus totaling 30 units of Warrants, accordingly. If there remains any unsubscribed newly issued ordinary shares and Warrants pursuant to the proportionate subscription, the Company will consider the allocation of the remaining unsubscribed newly issued shares and Warrants to the shareholders who express their intention to oversubscribe. The allocation of oversubscription shares in combination with Warrants shall be in proportionate to their existing shareholding percentage of each oversubscribing shareholder. Under no circumstances will the Company allocate shares to any oversubscribing shareholders in a manner which will result in such oversubscribing shareholders holding shares in the Company in an amount that reaches or crosses the tender offer requirement threshold prescribed under the Notification of the Capital market Supervisory Board No. Tor Jor 12/2554 re: criteria, conditions and methods of takeover (the Tor Jor 12/2554 Notification ), and in a manner which would result in a breach in the Company s foreign shareholding limit of 49 percent of total issued shares of the Company. The remaining unsubscribed shares and Warrants will be allocated until no outstanding newly issued shares and Warrants are left, or until no shareholders express their intention to subscribe for such shares in combination with Warrants. The allotment procedures are as follows: a. If the number of remaining unsubscribed shares and Warrants is greater than the number of shares and Warrants to be oversubscribed for, all shareholders wishing to oversubscribe for shares and Warrants (and having complied with the subscription conditions) shall be entitled to an allocation of shares and Warrants. The remaining unsubscribed Warrants shall then be cancelled. b. If the number of remaining unsubscribed shares and Warrants is less than the number of shares and Warrants to be oversubscribed for, the Company shall allot the remaining shares and Warrants to those shareholders who have expressed their intention to oversubscribe for additional Warrants (and having complied with the subscription conditions) in proportion to their existing shareholding percentage of each oversubscribing shareholder until there are no shares and Warrants left. 1.6. Number of Warrants Not exceeding 173,490,153 units 1.7. Number of Shares Reserved for the Exercise of Warrants Not exceeding 173,490,153 shares (at a par value of Baht 1.00 per share). The percentage of the amount of shares reserved for the exercise of all warrants issued by the Company against the paid-up capital of the Company does not exceed 50 per cent. - 4 -
Calculation of number of shares reserved for the exercise of Warrants No. of shares (Shares) Shares reserved for exercise of TTA-W3 131,342,815 Shares reserved for exercise of TTA-W4 98,167,548 Shares reserved for exercise of TTA-W5 173,490,153 Shares reserved for adjustment of TTA-W3 29,367,109 Shares reserved for adjustment of TTA-W4 16,055,729 Total 448,423,354 Existing paid-up capital 1,301,176,148 Right Offering shares offered together with the Warrants 520,470,459 Total 1,821,646,607 Total share reserved = Total paid-up capital 448,423,354 1,821,646,607 = 24.62% 1.8. Offering Price Baht 0.00 per unit (Zero Baht per unit) 1.9. Conversion Ratio One unit of Warrants per one ordinary share (subject to change in accordance with the conditions of adjustment of rights of Warrants) 1.10. Exercise Price Baht 18.50 per share (subject to change in accordance with the conditions of adjustment of rights of Warrants) 1.11. Issuing Date 13 March 2015 1.12. Last Exercise Date 28 February 2019 1.13. Term of Warrants Not exceeding 48 months or not exceeding 4 years (from the issuing date i.e., 13 March 2015 until the Last Exercise Date i.e., 28 February 2019), after the issuance of TTA-W5, the Company will no longer extend the term of the Warrants. 1.14. Secondary Market for the Warrants The Company shall apply to list the Warrants on the SET. 1.15. Impact on Shareholders - 5 -
a. The new ordinary shares to be issued upon exercise of the Warrants will have the same rights and benefits as those of the issued and fully paid-up ordinary shares of the Company in every respect. b. There are two scenarios to consider the impact on shareholders on the assumption that existing shareholders exercise their rights to fully subscribe the Rights Offering Shares in proportion to their rights in the number of 520,470,459 shares: Scenario 1: Existing shareholders fully exercise Warrants. Scenario 2: Persons who are not existing shareholders fully exercise Warrants (i.e. all existing shareholders trade all of their Warrants on the SET). Control Dilution Scenario 1: 0% Scenario 2: not exceeding 8.7% Control Dilution = Q w / (Q 0 + Q RO + Q w ) Q 0 = Existing ordinary shares of approximately 1,301.18 million shares Q RO = New ordinary shares to increase as a result of the offering of newly issued ordinary shares of approximately 520.47 million shares Q w = New ordinary shares to increase as a result of a full exercise of Warrants of approximately 173.49 million shares EPS Dilution Scenario 1: 0% Scenario 2: not exceeding 28.6% Price Dilution For both scenarios, there is no price dilution effect as the post-offering market price is higher than the pre-offering market price. Price Dilution = (Pre-offering Market Price Post-offering Market Price) /Pre-offering Market Price Pre-offering Market Price = [(P 0 x Q 0 ) + (P RO x Q RO )] / (Q 0 + Q RO ) P 0 = Volume weighted average price of the Company s shares traded on the SET for the 15 consecutive business days prior to the day of the Executive Committee Meeting on 19 January 2015 which was Baht 16.99 per share. P RO = Rights Offering price at Baht 14.00 per share Post-offering Market Price = [(P 0 x Q 0 ) + (P RO x Q RO ) + (P w x Q w )] / (Q 0 + Q RO + Q w ) P w = Warrants exercise price at Baht 18.50 per share 2. Exercise of Warrants 2.1. Exercise Date The Warrant Holders may exercise their Warrants on the last Business Day of every quarter (March, June, September and December) of each calendar year throughout the term of Warrants, except for the first exercise, in which case the Warrant Holders may exercise the Warrants on the last Business Day of June 2015 i.e., 30 June 2015. The Last Exercise Date - 6 -
will be on the date on which the Warrants (TTA-W5) reach its maturity i.e., 28 February 2019. If the Last Exercise Date falls on a holiday day, the last exercise date shall then be the preceding Business Day prior to the Last Exercise Date. The Company will not close the register book to suspend the transfers of Warrants, except for the last exercise, in which case the Company will close the register book 21 days prior to the Last Exercise Date and the SET will post an SP sign ( Suspension ) at least from 3 Business Days prior to the closing date of the register book; or except for the closure of the register book to determine the Warrant Holders rights (TTA-W5) to attend the meeting of Warrant Holders according to clause 13. 2.2. Notification Period for the Exercise of Warrants The Warrant Holders who intend to exercise their rights to purchase ordinary shares of the Company must give a notification of such intention during the period from 9.00 to 15.00 hours in 5 Business Days prior to each Exercise Date, except for the Last Exercise Date, the Warrant Holders shall notify their intention to exercise within 15 days prior to the Last Exercise Date ( Notification Period for Last Exercise Date ). The Warrant Holders must submit the Exercise Notification Form to exercise their rights to the Company within 15.00 hour on the day prior to each Exercise Date. If any Warrant Holder wishes to submit the Exercise Notification Form by him/herself, such Warrant Holder must contact the Company during 9.00 15.00 hours on any Business Day (except Saturdays, Sundays and holidays) throughout the Notification Period. The Company will notify the information regarding the exercise of Warrants, the Notification Period and/or the exercise ratio at least 5 Business Days prior to the first date of each Notification Period, via the information distribution system of the SET (SET Portal). For the Last Exercise Date, the Company will distribute such information by registered mail to the Warrant Holders whose names appear in the Warrant Register Book as of the final book closing date. 2.3. Warrant Registrar Thailand Securities Depository Co., Ltd. 62 The Stock Exchange of Thailand Building, Rachadapisek Road, Klongtoey Bangkok 10110, Thailand Tel: 0-2229-2800 Fax: 0-2359-1259 E-mail: TSDCallCenter@set.or.th Website: http://www.tsd.co.th The Warrant Registrar will be responsible for closing Warrant Register Book which must consist of details including full name, nationality and address of the Warrant Holders and other relevant information as required by TSD. If there are any discrepancies of the data, it shall be deemed that information in the Warrant Register Book is correct. Hence, the Warrant Holders are responsible for directly notifying the Warrant Registrar of any errors and changes with regard to the information in the Warrant Register Book. The Warrant Registrar shall adjust such details, accordingly. The Company reserves the right to change the Warrant Registrar and will keep the Warrant Holders notified of such change at least 14 days in advance. - 7 -
3. Exercise Procedures Contact Venue for the Exercise Company Secretary Office Ms. Pensiri Yubolmetarak or Ms. Mantanee Surakarnkul Thoresen Thai Agencies Public Company Limited 26/26-27, Orakarn Building, 7th Floor, Soi Chidlom, Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330 Tel. 0-2254-8437 Ext. 223 or 144 Fax. 0-2655-5631 In case the Company changes the contact venue, the Company shall notify the Warrant Holders of such change via the SET Portal. Exercise Procedures 0.2.1. The Warrant Holders can obtain the Exercise Notification Form to exercise their rights to purchase the Company s ordinary shares from the Company within each Notification Period. In case that Warrants are in the scripless system, the Warrant Holders intending to exercise their rights shall contact the securities companies acting as their brokers and fill in the application forms for the issuance of Warrants or Warrant Certificates in accordance with the requirements of the SET. The securities companies will notify the TSD to request for the issuance of Warrants or Warrant Certificates to be used as evidence for the exercise of Warrant rights, as stated above. 0.2.2. The Warrant Holders who intend to exercise their rights to purchase the Company s ordinary shares must comply with the conditions of notifying the exercise of Warrants, by sending the following documents to the Company at the address given above. a. A completed Exercise Notification Form to purchase the Company s ordinary shares that is filled in completely and accurately; b. A Warrant or a Warrant Certificate in the form prescribed by the SET which identifies the number of Warrant units in excess of or equivalent to the number stated in the Exercise Notification Form; c. Required Identification Documents; 1. Thai Individual A certified true copy of valid personal identification card 2. Foreign Individual A certified true copy of valid passport or alien certificate 3. Juristic Person A copy of the affidavit issued by the Ministry of Incorporated in Thailand Commerce for no more than 6 months or within the period prescribed by the Warrant Registrar, certified by the authorized director(s) and affixed with the seal of such juristic person (if any), together with a certified true copy of the identification document of such authorized director(s) of the juristic person pursuant to clause 1 or 2 above 4. Juristic Person Incorporated Outside of Thailand A copy of the certificate of incorporation or corporate affidavit issued for no more than 6 months by the relevant agency of the country where such juristic person is domiciled, together with a certified true copy of the identification document of the authorized - 8 -
director(s) of such juristic person pursuant to clause 1 or 2 above. Each of aforementioned documents must be notarized by a Notary Public or authenticated by the Thai Embassy or the Thai Consulate in the country where the documents were prepared or certified. d. Payment Documents for Ordinary Share Subscription The Warrant Holders shall make a payment in full for the number of exercised Warrants as specified in the Exercise Notification Form. The Warrant Holders may choose the following subscription payment methods and enclose the payment documents as follows: 1. Payment by money transfer 2. Payment by personal cheque, cashier cheque or bank draft Account name: Thoresen Thai Agencies Public Company Limited for Share Subscription The Siam Commercial Bank Public Company Limited, Ploenchit Branch, current account number 059-305630-8 Please enclose evidence of money transfer on each Exercise Date Personal cheque, cashier cheque or bank draft shall be crossed A/C Payee Only and made payable to Thoresen Thai Agencies Public Company Limited for Share Subscription which shall be collectible only by the clearing house in Bangkok. Such personal cheque, cashier cheque or bank draft shall be dated the same as the subscription date and submitted to the Company within 11.00 hour on 2 Business Days prior to each Exercise Date. The exercise of the right to purchase ordinary shares will be valid only if the payment is collected in full. In the event that the payment cannot be collected in accordance with the amount indicated in the Exercise Notification Form, it shall be deemed that that Warrant Holder intends to cancel such exercise of rights, and the Company shall be correspondingly allowed to cancel that exercise of rights. However, such cancellation shall not deprive the Warrant Holder s right to subscribe for the Company s ordinary shares for the remaining exercise periods; except for such cancellation of the final exercise of Warrants, in which case the rights to purchase the Company s ordinary shares shall be deemed expired. Note: The Warrant Holders intending to exercise the rights to purchase ordinary shares shall be responsible for any stamp duty and/or tax (if any) arising from the exercise of the rights under the Warrants to purchase the Company s ordinary shares. 0.2.3. The number of Warrants intended to be exercised to purchase ordinary shares, in any case, must not be less than for 100 shares and must be in integer numbers only. In the case where the Warrant Holders have the rights to purchase less than 100 ordinary shares, such Warrant Holders shall exercise their rights to purchase all ordinary shares that they are entitled to at once. The exercise ratio is 1 unit of Warrants to 1 ordinary share, except there is an adjustment of the terms and conditions pursuant to clause 4. - 9 -
0.2.4. The number of ordinary shares to be issued upon the exercise of the rights can be calculated by dividing the total payment made by Warrant Holders, as per the payment details described above, by the exercise price on the Exercise Date. In this case, the Company will issue a number of ordinary shares in the whole amount not exceeding the number of Warrants being exercised, multiplied by the exercise ratio. In case that there is an adjustment to the exercise price and/or exercise ratio causing such calculation to result in a fractional number of shares, the Company will not take into account this fraction of shares in the calculation, and will refund the remaining payment amount after the exercise of rights to the Warrant Holders. The refund of the remaining amount will be made without any interest and sent by registered mail within 14 days from each of the Exercise Dates. 0.2.5. If the Company has received incomplete or incorrect supporting documents for the exercise of Warrants, or the Company has not received payments in full as specified in the Exercise Notification Form, or the Company has verified that the information provided in the Exercise Notification Form is incomplete or incorrect, the Warrant Holder shall rectify these errors within each Notification Date, and if the Warrant Holder fails to correct the errors within such period, the Company shall deem that that notification to exercise the rights is invalid without any exercise. The Company will then refund any payment without any interest together with the Warrants or Warrant Certificates to the Warrant Holders by registered mail within 14 days from each Exercise Date. In case that the Warrant Holder makes insufficient payment, the Company reserves the right to proceed with one of the following alternatives, which is indicated by the Warrant Holders in the Exercise Notification Form: a. Deem that that notification to exercise the rights is invalid without any exercise; or b. Deem that the number of ordinary shares subscribed for shall be equivalent to the number of exercise rights of the Warrants in accordance with the actual payment the Company received in accordance with the prevailing exercise price; or c. Demand the Warrant Holders to make additional payment for the desired number of exercise rights of the Warrants in full within the relevant Notification Period. If the Company has not received the payment for such exercise of rights in full within such period, the Company shall deem that such notification to exercise the rights is invalid without any exercise. In case of the final exercise, the Company shall proceed with clause b. only. In the situation set forth in clause a. and clause c. above, the Company shall deliver the previously received payment and the Warrants or Warrant Certificates to the Warrant Holders by registered mail within 14 days from each Exercise Date, with no interest, in any case. In the situation set forth in clause b., the Company shall deliver the Warrants or Warrant Certificates together with the remaining payment (if any) from the partial exercise to the Warrant Holders by registered mail within 14 days from each Exercise Date, without any interest, in any case. However, the unexercised Warrants will remain valid until the Last Exercise Date. 0.2.6. When Warrant Holders who wish to exercise their rights to purchase ordinary shares have fully complied with all conditions with respect to the notification to exercise the rights (i.e., Warrant Holder has completely and accurately delivered Warrants or Warrant Certificates, Exercise Notice Form, and payment in full), Warrant Holders may not revoke this exercise of rights unless the Company has consented to such revocation in writing. - 10 -
0.2.7. After the Last Exercise Date, if the Warrant Holders have not yet completely complied with all conditions governing the exercise of rights, it shall be deemed that those unexercised Warrants are invalid, without any exercise. The Warrant Holders will no longer have rights to exercise after the Last Exercise Date. 0.2.8. In case that the Warrant Holders deliver a number of Warrants in excess of the intended exercise number, the Company will send a new Warrant Certificate, representing the number of the units of the unexercised Warrants to the Warrant Holders by registered mail within 14 days from the relevant Exercise Date and cancel the previous Warrants. 0.2.9. The Company will register changes in the Company s paid-up capital with the Ministry of Commerce according to the number of newly issued ordinary shares arising from each exercise within 14 days from each Exercise Date. In this regard, the Company will proceed to register those Warrant Holders who exercise their rights as the Company shareholders in the Company s share register book, based on the number of ordinary shares received from each exercise. In addition, the Company shall submit an application to list the new ordinary shares issued upon exercise of the Warrants on the SET within 30 days from each Exercise Date. 0.2.10. In the event that the number of ordinary shares reserved for the exercise of Warrants is insufficient, the Company shall compensate the Warrant Holders who cannot exercise their Warrants. However, the Company shall make no compensation to any Warrant Holders who cannot exercise their Warrants as a result of their foreign status, who are prohibited to exercise the rights pursuant to the shareholding limitation as indicated in the Company s Articles of Association. 4. Conditions of Adjustment of the Terms and Conditions of Warrants 4.1. The Company shall adjust the exercise price and exercise ratio before the end of the term of Warrants in order to maintain benefits and returns to the Warrant Holders in a way that the benefits and returns will not be less than originally granted upon the occurrence of one of the following events: 4.1.1. The Company changes the par value of its ordinary shares as a result of the split or consolidation of its issued ordinary shares. The change of the exercise price and exercise ratio shall have an immediate effect from the date of the Company s change of par value. The exercise price will be adjusted based on the following formula: Price 1 = Price 0 x Par 1 Par 0 The exercise ratio will be adjusted based on the following formula: Ratio 1 = Ratio 0 x Par 1 Par 0 Where Price 1 is New exercise price after the adjustment Price 0 is Exercise price prior to the adjustment Ratio 1 is New exercise ratio after the adjustment Ratio 0 is Exercise ratio prior to the adjustment Par 1 is Par value after the adjustment Par 0 is Par value prior to the adjustment 4.1.2. The Company makes a cash dividend payment of more than 80 percent of net profit after tax as is evident in the Company s separate financial statements in any fiscal year. - 11 -
The percentage of the cash dividends paid to shareholders shall be calculated by dividing the dividends, including interim dividends, paid in each fiscal year by the net profit after tax in the same period. The adjustment of the exercise price and exercise ratio shall be effective on the first day on which an investor will not be granted the right to receive such dividend (the first date on which the SET posts an XD sign). The exercise price will be adjusted based on the following formula: Price 1 = Price 0 x (MP (D R)) MP The exercise ratio will be adjusted based on the following formula: Ratio 1 = Ratio 0 x MP (MP (D R)) Where Price 1 is New exercise price after the adjustment Price 0 is Exercise price prior to the adjustment Ratio 1 is New exercise ratio after the adjustment Ratio 0 is Exercise ratio prior to the adjustment MP is The market price of the Company s ordinary shares which is determined to be the weighted average price of the Company s ordinary shares, where the weighted average price of the Company s ordinary shares is calculated by dividing the total trading value of the Company s ordinary shares by the total number of the Company s ordinary shares traded on the SET during the last 15 consecutive Business Days prior to the calculation date. In the case where the market price of the Company s ordinary share cannot be calculated on account of the Company s shares not being traded in such specified period, the weighted average price of the Company s ordinary shares traded on the SET for 15 Business Days prior to within 1 month will be used in such calculation. In case there is no such average price of the Company s ordinary share, the Company shall determine the fair price to be used for such calculation. The calculation date means the first date an investor will not be granted the right to receive dividend. D is Dividend per share to pay to shareholders R is Dividend paid per share, based on the payout of 80 percent net profit after tax 4.1.3. The Company makes a dividend payment, whether in whole or in part, in the form of the Company s ordinary shares The change of the exercise price and exercise ratio shall have an immediate effect on the first date on which an investor will not be granted the right to receive such stock dividend (the first date on which the SET posts an XD sign). The exercise price will be adjusted based on the following formula: Price 1 = Price 0 x A (A + B) - 12 -
The exercise ratio will be adjusted based on the following formula: Ratio 1 = Ratio 0 x (A + B) A Where Price 1 is New exercise price after the adjustment Price 0 is Exercise price prior to the adjustment Ratio 1 is New exercise ratio after the adjustment Ratio 0 is Exercise ratio prior to the adjustment A is Number of paid-up shares on the date prior to the closing date of the share register book for determining the rights to receive stock dividend B is Number of newly issued ordinary shares in form of stocks dividend 4.1.4. The Company issues new ordinary shares to its existing shareholders, and/or the public, and/or the private placement, as the case may be, at an average price per share of the newly issued ordinary share which is lower than the market price of the Company s ordinary share by more than 10 percent. The adjustment of the exercise price and exercise ratio will be effective immediately from the first day on which an investor will not be granted the right to subscribe to newly issued ordinary shares (the first date on which the SET posts an XR sign) in the case of the rights issue, and/or the first date of the issuance of ordinary shares in the case of a public offering and/or a private placement, as the case may be. The average price per share of the newly issued ordinary share is calculated from the total amount of money obtained by the Company from such offering of shares, less the expenses of doing so, divided by the total number of the newly-issued ordinary shares. In case there are various offering prices for ordinary shares offered in combination, the average share price of new ordinary shares shall be calculated by an average of such offering prices. However, in case such ordinary shares of different offering prices are not offered in combination, the calculation shall base only on the offering prices that are less than 90 percent of the market price of the Company s ordinary shares. The market price of the Company s ordinary share is determined to be the weighted average price of the Company s ordinary shares, where the weighted average price of the Company s ordinary shares is calculated by dividing the total trading value of the Company s ordinary shares by the total number of the Company s ordinary shares traded on the SET during the last 15 consecutive Business Days prior to the calculation date. In the case where the market price of the Company s ordinary share cannot be calculated on account of the Company s shares not being traded in such specified period, the weighted average price of the Company s ordinary shares traded on the SET for 15 Business Days prior to within 1 month will be used in such calculation. In case there is no such average price of the Company s ordinary share, the Company shall determine the fair price to be used for such calculation. The calculation date means the first date an investor will not be granted the right to subscribe to newly issued ordinary shares in the case of the rights issue, and/or the first date of the issuance of ordinary shares in the case of a public offering and/or a private placement, as the case may be. The exercise price will be adjusted based on the following formula: Price 1 = Price 0 x [(A x MP) + BX] [MP x (A + B)] - 13 -
The exercise ratio will be adjusted based on the following formula: Ratio 1 = Ratio 0 x [MP x (A + B)] [(A x MP) + BX] Where Price 1 is New exercise price after the adjustment Price 0 is Exercise price prior to the adjustment Ratio 1 is New exercise ratio after the adjustment Ratio 0 is Exercise ratio prior to the adjustment MP is The market price of the Company s ordinary share which is determined to be the weighted average price of the Company s ordinary shares, where the weighted average price of the Company s ordinary shares is calculated by dividing the total trading value of the Company s ordinary shares by the total number of the Company s ordinary shares traded on the SET during the last 15 consecutive Business Days prior to the calculation date. A is Number of fully paid-up ordinary shares on the date prior to the closing date of the share register book for share subscription in case of the rights issue and/or the date prior to the first offering date of ordinary shares in case of a public offering and/or a private placement, as the case may be B is Number of the Company s newly issued ordinary shares offered via rights issue and/or a public offering and/or a private placement, as the case may be BX is Total payment received (after deduction of any expense, if any) from the issuance and offer for sales of newlyissued ordinary shares to the existing shareholders and/or the public and/or the private placement, as the case may be 4.1.5. The Company offers to sell the existing shareholders and/or the public and/or the private placement, as the case may be, any newly issued securities e.g. convertible debentures or warrants which give right to the holders to convert to or purchase ordinary shares of the Company and the average price per share of the newly issued ordinary shares to accommodate the exercise of such right is lower than the market price of the Company s ordinary shares by more than 10 percent. The adjustment of the exercise price and exercise ratio will be effective immediately from the first day on which an investor will not be granted the right to subscribe to the newly issued securities which give right to the holders to convert to or purchase ordinary shares (the first day on which the SET posts an XR sign) in the case of the rights issue and/or the first offering day of any securities, that give right to the holders to convert to or purchase ordinary shares (convertible securities), to the public and/or the private placement, as the case may be. The average price per share of the newly issued ordinary shares is calculated from the total payment received by the Company from selling convertible securities, plus the amount of money received from the exercise of the rights to convert to or purchase the ordinary shares (in case of all convertible securities held are exercised), divided by the total number of new ordinary shares that are issued to accommodate such securities. - 14 -
The market price of the Company s ordinary shares to be used for comparison purpose shall have the same meaning as in clause 4.1.4 above. The calculation date is the first day an investor will not be granted the right to subscribe to the newly issued securities which give right to the holders to convert to or purchase ordinary shares in the case of the rights issue and/or the first offering day of convertible securities to the public and/or the private placement, as the case may be. The exercise price will be adjusted based on the following formula: Price 1 = Price 0 x [(A x MP) + BX] [MP x (A + B)] The exercise ratio will be adjusted based on the following formula: Ratio 1 = Ratio 0 x [MP x (A + B)] [(A x MP) + BX] Where Price 1 is New exercise price after the adjustment Price 0 is Exercise price prior to the adjustment Ratio 1 is New exercise ratio after the adjustment Ratio 0 is Exercise ratio prior to the adjustment MP is The market price of the Company s ordinary share which is determined to be the weighted average price of the Company s ordinary shares, where the weighted average price of the Company s ordinary shares is calculated by dividing the total trading value of the Company s ordinary shares by the total number of the Company s ordinary shares traded on the SET during the last 15 consecutive Business Days prior to the calculation date. A is Number of fully paid-up ordinary shares on the date prior to the closing date of the share register book for subscription of convertible securities in case of the rights issue and/or the date prior to the first offering date of convertible securities in case of a public offering and/or a private placement, as the case may be B is Number of the Company s newly issued ordinary shares to accommodate for the exercise of convertible securities to be offered for sales to the existing shareholders and/or the public and/or the private placement, as the case may be. BX is Total payment received (after deduction of any expense, if any) from the subscription of convertible securities offered to the existing shareholders and/or the public and/or the private placement, as the case may be, and the total payment received from converting such securities. 4.1.6. In case where there are any event not mentioned in clauses 4.1.1 4.1.5 that cause the Warrant Holders to lose their rights and benefits, the Company shall consider adjusting the exercise price and/or exercise ratio deemed fair in a way that the benefits will not be less than originally granted to the Warrant Holders and that the decision is considered final. The Company shall inform the Office of the SEC and the SET of details of such decision. - 15 -
4.2. The calculation of the adjustment to the exercise price and exercise ratio in accordance with clauses 4.1.1 4.1.6 is independent of each other. In cases where these events simultaneously occur, the calculation shall be conducted in the manner of descending order from clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5 and 4.1.6 and the decimals for the exercise price and the exercise ratio shall be maintained at 4 decimal places, for each calculation. The market price of the Company s ordinary shares to be used for comparison purpose shall be in accordance with and have the same meaning as in clause 4.1.4 above. 4.3. The calculation of the adjustment to the exercise price and exercise ratio in accordance with clauses 4.1.1 4.1.6 shall not cause the increase in the exercise price and/or the decrease in the exercise ratio, except in the case of the share consolidation. In case where the ordinary shares issued upon the exercise of the Warrants, in each notification of intention to exercise, (to 4 decimal places of the new exercise ratio after the adjustment) would be in a fraction of a share, such fraction shall be disregarded, and if the exercise price after the adjustment (to 4 decimal places) when multiplied by the number of ordinary shares to be exercised in each notification of intention to exercise, would result in a fraction of Baht, such fraction shall be disregarded. 4.4. In case where the adjustment to the exercise price causes the new exercise price to be below the par value of the Company s ordinary shares, the par value of the Company s ordinary shares shall be used as the new exercise price. The exercise ratio calculated under clauses 4.1.1 4.1.5 shall apply, as the case may be. 4.5. Regarding the adjustment of the exercise price and/or exercise ratio as mentioned above, the Company shall notify the adjustment result including the calculation details and reasons of such adjustment to the Office of the SEC, within 15 days from the occurrence of such events or from the date on which the final decision is reached, to announce the new exercise price and exercise ratio, together with the brief information about reasons of such adjustment, calculation method and effective date of the adjustment. The Company shall also notify the details of the adjustment in the exercise price and/or exercise ratio to the SET through the information distribution system (SET Portal) immediately or prior the effective date of the adjustment of the exercise price and exercise ratio for Warrant Holders acknowledgement in accordance with the period and procedure stipulated in this Warrant Covenant. 5. Status of Warrants on the Dates During which Warrant Holders Express their Intention to Exercise 5.1. The right and status of Warrants during the period when the Warrant Holders express their intention to exercise the rights and the date before the Ministry of Commerce has accepted the registration of the capital increase resulting from the exercise of Warrants, shall have the same right and status as those of unexercised Warrants. The right and status of Warrants shall be expired on the date the Ministry of Commerce has accepted the registration of the capital increase, resulting from the exercise of Warrants. 5.2. In case where the Company has adjusted the exercise price and/or exercise ratio during when the Company has not registered the new ordinary shares, resulting from the exercise of Warrants, with the Ministry of Commerce, the Warrant Holders who already exercised their Warrants, shall be entitled to the right adjustment and the Company shall issue new additional ordinary shares to such Warrant Holders with the appropriate number of ordinary shares, considering the adjustment becomes effective, as soon as possible. The new additional ordinary shares may be issued later than the previously received ordinary shares; however, must be issued within 15 Business Days from the right adjustment date in case of script system and within 7 Business Days in case of scripless system. - 16 -
6. Right of New Ordinary Shares arising from Exercise of Warrants New ordinary shares arising from the exercise of Warrants shall have the same rights and benefits as the Company s issued and paid-up ordinary shares in all respects once the paid-up capital of the Company has been registered with the Ministry of Commerce and the Company s registrar has recorded the Warrants Holders as shareholders of the Company in the share register book of the Company. 7. Resolution to Approve the Issuance of New Ordinary Shares to Accommodate the Exercise of Warrants The Annual General Meeting of Shareholders No. 1/2015 held on 28 January 2015 resolved to approve the allocation of no more than 173,490,153ordinary shares to accommodate the exercise of Warrants (TTA-W5) to be offered for sales to the existing shareholders of the Company in proportion to their shareholding. This number of shares represents not more than 24.62 percent of the total issued shares of the Company (including the number of shares offered to the existing shareholders in combination with this warrant offering, as per details in clause 1.7). 8. Details of Ordinary Shares Reserved for Exercise of Warrants 8.1. Nature of Shares Number of new ordinary shares reserved for exercise of : 173,490,153 shares warrants Percentage of shares reserved for exercise of warrants : 24.62% to the total issued shares of the Company Par value : Baht 1.00 per share Exercise price : Baht 18.50 per share (subject to change in accordance with the condition for adjustment of rights of warrants) 8.2. Secondary Market for the Ordinary Shares from Warrant Exercise The Company shall apply to list the ordinary shares resulting from exercise of Warrants on the SET within 30 days from each Exercise Date to allow these ordinary shares to be traded on the SET the same way as existing ordinary shares. 8.3. The Process for Remaining Ordinary Shares from Warrant Exercise After Warrants have expired and if there are ordinary shares that are left from unexercised Warrants, the Board will propose that the shareholders meeting consider as it deems appropriate in accordance with the relevant laws. 9. Delivery of Ordinary Shares resulting from Warrant Exercise 9.1. In the case that the Warrant Holder who has exercised the Warrants wishes to receive the share certificate (Script) in the name of that Warrant Holder, TSD, a registrar of the Company will deliver the share certificate, according to the number of Warrants that have been exercised to the Warrant Holder by registered mail to the address that appears in the Warrant Register Book within 15 Business Days of each relevant Exercise Date. In such a case, the Warrant Holder cannot trade the ordinary shares derived from the exercise of Warrants in the SET until the Warrant Holder has received the share certificate, which might be after the first trading day of the shares derived from the exercise of Warrants. - 17 -
9.2. In the case that the Warrant Holder who has exercised the Warrants does not wish to receive the share certificates, but wishes to employ TSD service (Scripless system) and he or she has a trading account with a securities company (i.e. the Warrant Holder would like to deposit the converted shares with TSD under his or her trading account with a securities company), the Company shall deposit allotted ordinary shares under the name of Thailand Securities Depository Company Limited for Depositor while TSD shall revise the record for shares deposited with TSD and shall issue a confirmation to the Warrant Holder within 7 Business Days from each Exercise Date. At the same time, the securities company shall record the allotted shares for the Warrant Holder. In this case, the Warrant Holder may sell those shares in the first trading day of the shares derived from the exercise of Warrants. In the case that the Warrant Holder who has exercised his or her Warrants choose to proceed with this clause, the name of the Warrant Holder in the Exercise Notification Form must be the same with the name of the assigned trading account for the share deposit in the securities company. Otherwise, the Company reserves the right to deliver those shares issued under the name of Thailand Securities Depository Company Limited for Depositor and deposit those shares with TSD under Thoresen Thai Agencies Public Company Limited s account - account membership number 600. The Warrant Holder may contact the securities companies for share withdrawal from the account membership number 600 which may be subject to the fee as required by TSD and/or the securities companies and may sell those shares on the first trading day of the shares. Warrant Holder who has exercised the Warrants must correctly specify a code number of the securities company with which the Warrant Holder has the securities trading account and the securities trading account number, to which the Warrant Holder wants the allotted shares to be transferred. In the case of incorrect code number or securities trading account number, which may cause an inability to transfer the shares to the securities trading account, the Company will not be responsible for any loss or delay in receiving the shares. 9.3. In the case that the Warrant Holder who has exercised the Warrants does not wish to receive the share certificate, but wishes to employ TSD service (Scripless system) whereas he or she does not have an account with a securities company (i.e. the Warrant Holder would like to deposit the shares with TSD under Thoresen Thai Agencies Public Company Limited s account - account membership number 600), the Company shall deposit the shares derived from the exercise of Warrants with TSD. TSD shall record those shares under Thoresen Thai Agencies Public Company Limited s account - account membership number 600 within 7 Business Days from each Exercise Date and issue confirmation of share deposit to the Warrant Holder within 15 Business Days from such Exercise Date. When the Warrant Holders who have exercised the Warrants would like to sell the shares, they must withdraw those shares from the account membership number 600 by contacting any of the securities companies. In this regard, the fee may be applied subject to the requirement of TSD and/or such securities companies. The Warrant Holders who have already withdrawn those shares from the account membership number 600 may sell the shares in the SET on the first trading day of the shares. 10. Compensation in case that the Company is Unable to Provide Shares for the Exercise of Warrants The Company shall indemnify only those Warrant Holders who have notified their intention to exercise their rights on each of the Exercise Dates and have complied with all of the prescribed conditions, but to whom the Company cannot allocate ordinary shares to accommodate such exercises, except in the event specified in clause 11. The Company will pay the compensation by a crossed cheque which will be delivered by registered mail within 14 days from the Exercise Date, without an interest. The compensation that the Company will pay to the Warrant Holders, may be calculated as follows: - 18 -