FINANCIALINSTRUMENTSCHECKLIST

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Basic guideline of �nancial tools for listed companies

Major procedures

Topic Common Stock TSR Par Change Treasury Stock Capital Reduction Debenture / Convertible Debenture

Seek for shareholders’ (meeting) approval

Votes of shareholders attending the meeting with voting rights

Price dilution

Control dilution

Veto right (% of total shareholders attending the meeting with voting rights)

In case of PP o�ering at ≥ 10% lower than the market price (10%)

In case the o�ering price islower than market price andnumber of shares increasedare signi�cant.

TSR term is no longer than2 months and trading on theexchange is not less than 7business days.

In case it is not stipulatedin the company’s articles of

association or treasury stockis > 10%

In case of PO In case of PO

≥ 3/4 ≥ 3/4 ≥ 3/4 ≥ 3/4 ≥ 3/4>1/2 (majority votes)

In case of PO

In case of PO and PP

Able to seek capital increase by using general mandate process

When bondholdersexercise their right*

(*For convertible debenture only)

Seek for board of directors’ resolution for approval

Seek for SEC approval

Issues for consideration

Financial status

Free �oat / stock liquidity

Dilution e�ect

Withholding tax

Income tax

Tax

Others

Appoint �nancial advisor (FA) / authorized person (to manage program)

Major procedures

The company has adequate retainedearnings/�nancial liquidity and hasno need to raise funds as capitalincrease is prohibited until the endof the program.

Pro�t from share resale will be recordedas premium on treasury stock inshareholders' equity and is not subjectto tax payment.

Purchase/resale of shares under the treasury stock program is prohibited for connected persons.Purchase/resale of shares underthe treasury stock program cannotbe conducted via big lot.

Paid-up capital cannot bereduced to < 1/4, unless it isconducted to compensate

for accumulated loss.

In case the company has retainedearnings, capital reduction toshareholders is taxable income.

The company must notifycreditors of the shareholders’resolution. Creditors have theright to object to the capitalreduction within two monthsfollowing the noti�cation date.

Issuance of treasury stock must notmake the company’s free �oat lessthan speci�ed criteria(15% and 150 retail shareholders)

The Stock Exchange of Thailand Building 62 Ratchadapisek Road, Klongtoey Bangkok 10110, January 2014 2014, JanuaryThis document is only an overview guideline for the use of �nancial tools. Relevant information should be studied for accuracy and appropriateness.

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Basic guideline of �nancial tools for listed companies

Topic Stock Dividend ESOP EJIP Warrant

Major procedures

Seek for board of directors’ resolution for approval

Seek for shareholders’ meeting approval

Appoint �nancial advisor (FA) / authorized person

Seek for SEC approval

Votes of shareholders attendingthe meeting with voting rights

Veto right (% of total shareholdersattending the meeting with votingrights

Price dilution

Control dilution

Withholding tax

Income tax

In general case (10%)If o�ering price is ≥ 10% lower than market price and new shares o�ered is > 5 %of paid upcapital. (5%)If any person being o�ered ≥ 5% of total shares o�ered, a shareholders’ meeting approval for eachperson is required. (5%)

Individual shareholders are given option of paying the 10% withholding tax or reporting the dividends for year-end tax paymentTaxes are waived for juristic investor with operation in Thailand:

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Participants are subject to tax payment as per contribution by the company which is part ofemployee remuneration. The company/employer can record thiscontribution as their expenses for tax calculation.

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In case any person being o�ered ≥ 5% of total securities o�ered, the program is required an approvalfrom the remuneration committee.Under the Thai Financial Reporting Standard 2: Share Based-Payment, if o�ering price is lower thanthe market price, the company must record di�erence as company's expense.

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Comply with right adjustment terms, in casethere is any incident that a�ects existing right.The number of shares issued to reserve for newwarrant exercise and to reserve for otherexisting warrants and convertible debenturesexercise (excluding ESOP-W) should not exceed50% of the company’s paid up capital.

The juristic investor is a listed company and shares are held at least 3 months before and after the dividendpayment date.If the juristic investor holds at least 25% of total shares of the dividend-paying company for at least 3 monthsbefore and after the dividend payment date, and the company paying dividends does not hold any sharesof the juristic shareholder.

Issues for consideration

Financial status

Free �oat / stock liquidity

Dilution e�ect

Tax

Others

In case there is any non-executivedirector participate in the program

≥ 3/4 ≥ 3/4 ≥ 2/3

In case of PP o�ering price is ≥ 10%lower than the market price (10%)

Waive for reporting form 59-2 in case of purchase In case of PO

In case of PO

If the company has retained loss, it cannot pay stock dividends.

Earnings per share and share price may decline due to higher share number.Thus, payment ratio should be accorded with company's performance.

When conversion right is exercised* (*in case of ESOP-W)

Those who are given ESOP are subject to personal income tax in case there are capital gainsfrom the gap between the exercise and market prices.

(Average price on the month that conversion right is exercised must be used for calculation.)

In case of PO/PP and conversion right is exercised

In case the exercise price is signi�cantlylower than the market price and

its amount is signi�cantly.

Securities company is a representativeof the company to purchase shares.

Su�cient free �oat and stock liquidity to maintainfree �oat as per regulations and having su�cientshares for regular share purchases.

The company should pay stock dividends together with cash dividends to cover the cost of compulsory withholding taxes(10%), which the company needs to deduct from total value of dividend paid. Taxes are waived for dividends paid by companies granted tax privileges from BOI, (unless shareholder is Thai NVDR whichis still subject to 10% withholding tax.)

If the company intends to schedule the record date for the right to attend the shareholders’ meeting and approval dividendpayment to be on the same day as the record date to receive dividend payment, it should be aware of the risk that theshareholders’ meeting may vote against the stock dividend payment agenda. As a result, shareholders and investors maybe impacted from the change of rights and/or price dilution.

≥ 3/4

1

2

FINANCIALINSTRUMENTSCHECKLIST

�

�

Basic guideline of �nancial tools for listed companies

Major procedures

Topic Common Stock TSR Par Change Treasury Stock Capital Reduction Debenture / Convertible Debenture

Seek for shareholders’ (meeting) approval

Votes of shareholders attending the meeting with voting rights

Price dilution

Control dilution

Veto right (% of total shareholders attending the meeting with voting rights)

In case of PP o�ering at ≥ 10% lower than the market price (10%)

In case the o�ering price islower than market price andnumber of shares increasedare signi�cant.

TSR term is no longer than2 months and trading on theexchange is not less than 7business days.

In case it is not stipulatedin the company’s articles of

association or treasury stockis > 10%

In case of PO In case of PO

≥ 3/4 ≥ 3/4 ≥ 3/4 ≥ 3/4 ≥ 3/4>1/2 (majority votes)

In case of PO

In case of PO and PP

Able to seek capital increase by using general mandate process

When bondholdersexercise their right*

(*For convertible debenture only)

Seek for board of directors’ resolution for approval

Seek for SEC approval

Issues for consideration

Financial status

Free �oat / stock liquidity

Dilution e�ect

Withholding tax

Income tax

Tax

Others

Appoint �nancial advisor (FA) / authorized person (to manage program)

Major procedures

The company has adequate retainedearnings/�nancial liquidity and hasno need to raise funds as capitalincrease is prohibited until the endof the program.

Pro�t from share resale will be recordedas premium on treasury stock inshareholders' equity and is not subjectto tax payment.

Purchase/resale of shares under the treasury stock program is prohibited for connected persons.Purchase/resale of shares underthe treasury stock program cannotbe conducted via big lot.

Paid-up capital cannot bereduced to < 1/4, unless it isconducted to compensate

for accumulated loss.

In case the company has retainedearnings, capital reduction toshareholders is taxable income.

The company must notifycreditors of the shareholders’resolution. Creditors have theright to object to the capitalreduction within two monthsfollowing the noti�cation date.

Issuance of treasury stock must notmake the company’s free �oat lessthan speci�ed criteria(15% and 150 retail shareholders)

The Stock Exchange of Thailand Building 62 Ratchadapisek Road, Klongtoey Bangkok 10110, January 2014 2014, JanuaryThis document is only an overview guideline for the use of �nancial tools. Relevant information should be studied for accuracy and appropriateness.

���

�

�

Basic guideline of �nancial tools for listed companies

Topic Stock Dividend ESOP EJIP Warrant

Major procedures

Seek for board of directors’ resolution for approval

Seek for shareholders’ meeting approval

Appoint �nancial advisor (FA) / authorized person

Seek for SEC approval

Votes of shareholders attendingthe meeting with voting rights

Veto right (% of total shareholdersattending the meeting with votingrights

Price dilution

Control dilution

Withholding tax

Income tax

In general case (10%)If o�ering price is ≥ 10% lower than market price and new shares o�ered is > 5 %of paid upcapital. (5%)If any person being o�ered ≥ 5% of total shares o�ered, a shareholders’ meeting approval for eachperson is required. (5%)

Individual shareholders are given option of paying the 10% withholding tax or reporting the dividends for year-end tax paymentTaxes are waived for juristic investor with operation in Thailand:

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Participants are subject to tax payment as per contribution by the company which is part ofemployee remuneration. The company/employer can record thiscontribution as their expenses for tax calculation.

�

�

In case any person being o�ered ≥ 5% of total securities o�ered, the program is required an approvalfrom the remuneration committee.Under the Thai Financial Reporting Standard 2: Share Based-Payment, if o�ering price is lower thanthe market price, the company must record di�erence as company's expense.

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Comply with right adjustment terms, in casethere is any incident that a�ects existing right.The number of shares issued to reserve for newwarrant exercise and to reserve for otherexisting warrants and convertible debenturesexercise (excluding ESOP-W) should not exceed50% of the company’s paid up capital.

The juristic investor is a listed company and shares are held at least 3 months before and after the dividendpayment date.If the juristic investor holds at least 25% of total shares of the dividend-paying company for at least 3 monthsbefore and after the dividend payment date, and the company paying dividends does not hold any sharesof the juristic shareholder.

Issues for consideration

Financial status

Free �oat / stock liquidity

Dilution e�ect

Tax

Others

In case there is any non-executivedirector participate in the program

≥ 3/4 ≥ 3/4 ≥ 2/3

In case of PP o�ering price is ≥ 10%lower than the market price (10%)

Waive for reporting form 59-2 in case of purchase In case of PO

In case of PO

If the company has retained loss, it cannot pay stock dividends.

Earnings per share and share price may decline due to higher share number.Thus, payment ratio should be accorded with company's performance.

When conversion right is exercised* (*in case of ESOP-W)

Those who are given ESOP are subject to personal income tax in case there are capital gainsfrom the gap between the exercise and market prices.

(Average price on the month that conversion right is exercised must be used for calculation.)

In case of PO/PP and conversion right is exercised

In case the exercise price is signi�cantlylower than the market price and

its amount is signi�cantly.

Securities company is a representativeof the company to purchase shares.

Su�cient free �oat and stock liquidity to maintainfree �oat as per regulations and having su�cientshares for regular share purchases.

The company should pay stock dividends together with cash dividends to cover the cost of compulsory withholding taxes(10%), which the company needs to deduct from total value of dividend paid. Taxes are waived for dividends paid by companies granted tax privileges from BOI, (unless shareholder is Thai NVDR whichis still subject to 10% withholding tax.)

If the company intends to schedule the record date for the right to attend the shareholders’ meeting and approval dividendpayment to be on the same day as the record date to receive dividend payment, it should be aware of the risk that theshareholders’ meeting may vote against the stock dividend payment agenda. As a result, shareholders and investors maybe impacted from the change of rights and/or price dilution.

≥ 3/4

1

2