(Translation)

Notification of Right to Subscribe for Right Offering

Ordinary Shares in Combination with Warrants to Purchase Ordinary Shares

of

Thoresen Thai Agencies Public Company Limited

From 21 to 28 February 2013

 

 

THORESEN THAI AGENCIES PUBLIC COMPANY LIMITED 26/26-27 Orakarn Bldg., 8th Floor, Soi Chidlom, Ploenchit Road, Kwang Lumpinee, Khet Pathumwan, Bangkok 10330, Thailand. Tel : (662) 254-8437, 250-0569 Fax : (662) 655-5631 E-Mail Address : Investors@thoresen.com Website : www.thoresen.com

 

11 February 2013

Subject : Notification of Right to Subscribe for Newly Issued Ordinary Shares in Combination with Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public Company Limited

To : Shareholders of Thoresen Thai Agencies Public Company Limited Enclosures: 1. Share and Warrant Subscription Form 2. Certificate of Right to Subscribe for Newly Issued Ordinary Shares in Combination with Warrants 3. Notification of the Allotment and Subscription Documents for Newly Issued Ordinary Shares in Combination with Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public Company Limited 4. Rights and Duties of the Warrant Issuer and Holders of the Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public Company Limited No. 3 (“TTA-W3”)

The Annual General Meeting of Shareholders No.1/2013 of Thoresen Thai Agencies Public Company Limited (the “Company”), held on 30 January 2013, passed a resolution to approve the allocation of up to 283,201,765 newly issued ordinary shares, at a par value of Baht 1.00 per share and the issuance and allotment of up to 141,600,882 units of warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 3 (“Warrants”), to be offered for sale in combination with the newly issued ordinary shares to existing shareholders of the Company in proportion to their shareholding (Rights Offering) at the ratio of 5 existing ordinary shares to 2 new ordinary shares in combination with 1 unit of Warrants (5:2:1). The offering price of newly issued ordinary shares is Baht 14.00 per share. The offering price for Warrants is Baht 0.00 per unit. The exercise price for Warrants is Baht 17.00 per share (except in case of adjustment of rights of Warrant). Any fractions of such newly issued shares or Warrants resulting from the ratio calculations shall be disregarded. Existing shareholders who exercise their right to subscribe for the newly issued ordinary shares must exercise their right simultaneously and proportionately to subscribe for Warrants.

Existing shareholders shall have the right to oversubscribe for newly issued ordinary shares based on the ratio specified above by indicating their intention to oversubscribe for no more than 50 percent of existing ordinary shares held by them. Fractions of newly issued share resulting from the ratio calculations shall be disregarded. Shareholders may oversubscribe and oversubscription shares may be allocated to such oversubscribing shareholders only when there are shares left after allocation to all shareholders who have subscribed for shares proportionately to their shareholding percentage. Such allocation of oversubscription shares shall be in proportionate to their existing shareholding percentage and shall be subject to the foreign shareholding limit as prescribed under the Articles of Association of

-Translation-

the Company which currently provide that foreign shareholders may hold shares in the Company up to 49 percent of total issued shares of the Company.

The Company will allocate and offer the newly issued ordinary shares in combination with the Warrants to the shareholders whose names are in the register book on the record date fixed for determining the shareholders entitled to subscribe for the newly issued ordinary shares in combination with the Warrants which is scheduled on 7 February 2013. The share register book will be closed on 8 February 2013 to collect shareholders names under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended). The subscription dates for such securities are from 21 to 28 February 2013 (5 business days) from 9.00 – 16.00 hours.

The Company would like to hereby notify you of your right to subscribe for the newly issued ordinary shares and Warrants as per the number indicated in the Certificate of Right to Subscribe for Newly Issued Ordinary Shares in combination with Warrants, issued by Thailand Securities Depository Co., Ltd. (Enclosure 2). Details of the subscription of the newly issued ordinary shares in combination with the Warrants appear in the Notification of the Allotment and Subscription Documents for Newly Issued Ordinary Shares in combination with Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public Company Limited (Enclosure 3) and Rights and Duties of the Warrant Issuer and Holders of the Warrants to Purchase Ordinary Shares of the Company (Enclosure 4).

Sincerely yours,

Thoresen Thai Agencies Public Company Limited

 

-signature- -signature- M.L. Chandchutha Chandratat Mr. Chalermchai Mahagitsiri President & Chief Executive Officer Executive Vice Chairman

 

 

 

Subscription No...................................... Subscription Form for Newly Issued Ordinary Shares in Combination with TTA‐W3 of Thoresen Thai Agencies Plc.

To offer up to 283,201,765 newly issued ordinary shares to existing shareholders proportionately to their shareholding percentage at the ratio of 5 existing ordinary shares to 2 new ordinary shares at the offering price of Baht 14.00 per share (par value of Baht 1.00 per share)

in Combination with up to 141,600,882 units of warrants to purchase newly issued ordinary shares (TTA-W3) at the ratio of 5 existing shares to 2 new shares in combination with 1 unit of warrants (5:2:1) free of charge Subscription date 21 February 2013 22 February 2013 26 February 2013 27 February 2013 28 February 2013 To Board of Directors of Thoresen Thai Agencies Public Company Limited (the “Company”)

Subscriber please clearly fill in the spaces below I (Please specify type of subscriber) Natural Person of Thai Nationality ID/Government ID/State enterprise ID no. Juristic Person of Thai Nationality Registration No.....................................................................

Natural Person of Foreign Nationality Alien Card/Passport No. ..................... Juristic Person of Foreign Nationality Registration No. ....................................................

Name Mr. Mrs. Miss Juristic Person ................................................................................................................................................................................................................. Sex Male Female Address .................................... Section .................... Lane .........................…...............…................ Road ...…………..…......................................... Sub-district .........…………….................................................. District............................................................................ Province ........................................................Postal Code ........................................ Telephone no. ............................................................................ E-mail ..........................………………….................................... Nationality................................ Occupation ................……........................................... Date of Birth (Registration Date).............…......................... Tax ID. No. .......................................................................... Type of tax payment Non withholding tax Withholding tax Hereby wish to subscribe for ordinary shares in combination with warrants of the Company, as follows: (Number of units of Warrants shall be automatically allotted in accordance with the ratio of 5:2:1 at the offering price of Baht 0.00 per unit of Warrants. Subscriber is not required to indicate information on the subscription for Warrants.)

Subscription Type Offering Price (Baht per share) No. of Shares Subscribed (shares) Total Amount (Baht)

Proportionate Subscription

14.00

Undersubscription

Oversubscription (the excess portion only)

Total

If the securities (ordinary shares and warrants) are allotted to me, I hereby agree to proceed as follows: (Please mark in one of the following boxes) � Scripless system: securities to be credited into my trading account Issue securities certificates under the name of “Thailand Securities Depository Company Limited for Depositors” for the allotted

securities and arrange for participant name ……………………..……………………………………….broker number ……………….. to deposit those securities with Thailand Securities Depository Company Limited for security trading account number...…………………name ……………………………………………………………which I have with the said company. (The subscriber’s name must correspond with the trading a/c name otherwise the securities will be issued under the subscriber’s name.)

� Deposit into the Issuer’s account Issue securities certificates under the name of “Thailand Securities Depository Company Limited” for the allotted securities and deposit those securities with Thailand Securities Depository Company Limited under Issuer’s account, for my name, account number 600. (To issue securities certificates later, the subscriber will pay the fee as prescribed by Thailand Securities Depository Company Limited.)

� Script system Issue securities certificate for the allotted securities under my name and deliver to my address referred to above by registered mail. I hereby authorize the Company to proceed with any necessary action to have the securities certificate made and delivered to me within 15 business days after the end of securities subscription period.

I herewith submit my payment for subscription of the said securities by Transfer Personal Cheque Cashier Cheque Draft Cheque No. …………………………………….………………….. Date…………………..……………………………. Bank ……….……………………………….. Branch……………………………………………………..

Made payable to “Thoresen Thai Agencies Public Company Limited for Share Subscription”          The Siam Commercial Bank Public Company Limited, Ploenchit Branch, Current Account, Account Number  059-305630-8 

I hereby undertake and agree to subscribe for such securities and shall not revoke this subscription. If I do not return this duly completed subscription form together with Personal Cheque/ Cashier Cheque/ Draft/ transfer slip to the Company within the subscription period or the Personal Cheque/Cashier Cheque/Draft has not been honored, I shall be deemed to have not exercised my subscription rights.

Please be aware that there is risk involved in stock investment. Please read the information memorandum thoroughly before subscribing.

Subscription Receipt for Newly Issued Ordinary Shares and TTA-W3 of Thoresen Thai Agencies Public Company Limited (the “Company”) (Subscriber please also fill out the portion)

Subscription Date 21 February 2013 22 February 2013 26 February 2013 27 February 2013 28 February 2013 Subscription Type Offering Price (Baht per share) No. of Shares Subscribed (shares) Total Amount (Baht)

Proportionate Subscription

14.00

Under subscription

Oversubscription (the excess portion only) Total

(Number of units of warrants shall be automatically allotted in accordance with the ratio of 5:2:1 at the offering price of Baht 0.00 per unit. Subscriber is not required to indicate information on the subscription for Warrants)

The Company received payment from (the Name as specified in the subscription form) ..............................................................................................................For a subscription of ordinary shares of the

Company in the number of ................................................shares at Baht 14.00 per share in combination with TTA-W3, totaling.................................................................................. Baht made payable by

Transfer Personal Cheque Cashier Cheque Draft Cheque No. …………………………………………………….. Date …………………..……………………………. Bank ………..……………………………….. Branch……………………………………………………….. � Scripless system: securities to be credited into my trading account Issue securities certificates under the name of “Thailand Securities Depository Company Limited for Depositors” Participant

number................................................ Security trading account number........................................................................... Subscription number............................................................................. � Deposit into the Issuer’s account Issue securities certificates under the name of “Thailand Securities Depository Company Limited” and deposit those securities under Issuer’s account, for my

name, account number 600 � Script system Issue securities certificate in the name of subscriber

Authorized Officer .........................................................................................

Signed……………………………………………………….… Subscriber

�   

 

   

BROKER Participant

No. Company Name

Participant No.

Company Name

002 TISCO SECURITIES COMPANY LIMITED 027 OSK SECURITIES (THAILAND) PUBLIC COMPANY LIMITED

003 COUNTRY GROUP SECURITIES PUBLIC CO.,LTD. 029 KRUNGSRI SECURITIES PUBLIC COMPANY LIMITED

004 DBS VICKERS SECURITIES (THAILAND) CO.,LTD 030 I V GLOBAL SECURITIES PUBLIC CO., LTD.

005 CIMB SECURITIES INTERNATION PUBLIC CO.,LTD. 032 KTB SECURITIES (THAILAND) COMPANY LIMITED

006 PHATRA SECURITIES PUBLIC COMPANY LIMITED 034 PHILLIP SECURITIES (THAILAND) PUBLIC CO.,LTD.

007 CIMB SECURITIES (THAILAND) COMPANY LIMITED 048 AIRA SECURITIES PUBLIC COMPANY LIMITED

008 ASIA PLUS SECURITIES PUBLIC CO.,LTD. 200 MAYBANK KIM ENG SECURITIES (THAILAND) PUBLIC CO.,LTD.

010 MERRILL LYNCH SECURITIES (THAILAND) LIMITED 211 UBS SECURITIES (THAILAND) LTD.

011 KASIKORN SECURITIES PUBLIC COMPANY LIMITED 224 BUALUANG SECURITIES PUBLIC COMPANY LIMITED

013 KGI SECURITIES (THAILAND) PUBLIC CO.,LTD. 225 CLSA SECURITIES (THAILAND) LTD.

014 CAPITAL NOMURA SECURITIES PUBLIC CO.,LTD. 229 JPMORGAN SECURITIES (THAILAND) LIMITED

015 ASIA CREDIT SECURITIES COMPANY LIMITED 230 GLOBLEX SECURITIES COMPANY LIMITED

016 THANACHART SECURITIES PUBLIC COMPANY LIMITED 244 TMB MACQUARIE SECURITIES (THAILAND) LIMITED

019 KIATNAKIN SECURITIES CO.,LTD. 247 CREDIT SUISSE SECURITIES (THAILAND) LTD.

022 TRINITY SECURITIES CO.,LTD. 248 KT ZMICO SECURITIES COMPANY LIMITED

023 SCB SECURITIES CO.,LTD. 924 FINANSIA SYRUS SECURITIES PUBLIC COMPANY LIMITED

026 UOB KAY HIAN SECURITIES (THAILAND) PUBLIC CO.,LTD. SUB-BROKER

236 TISCO BANK PUBLIC COMPANY LIMITED 243 TSFC SECURITIES PUBLIC COMPANY LIMITED

242 CITICORP SECURITIES (THAILAND) LIMTED) 245 THANACHART BANK PUBLIC COMPANY LIMITED

CUSTODIAN 301 CITIBANK, N.A. - CUSTODY SERVICES 328 BANK OF AYUDHYA PUBLIC COMPANY LIMITED

302 THE SIAM COMMERCIAL BANK PUBLIC CO.,LTD. 329 TMB BANK PUBLIC COMPANY LIMITED

303 BANGKOK BANK PUBLIC COMPANY LIMITED-CUSTODY 330 THE HONGKONG AND SHANGHAI BANKING CORP.,LTD.BKK.-BOND

304 THE HONGKONG AND SHANGHAI BANKING CORP.,LTD.BKK. 334 TFSC SECURITIES PUBLIC COMPANY LIMITED - CUSTODIAN

305 THE KRUNG THAI BANK PUBLIC CO.,LTD. 336 KIATNAKIN BANK PUBLIC COMPANY LIMITED

308 KASIKORNBANK PUBLIC COMPANY LIMITED 337 TMB BANK PUBLIC COMPANY LIMITED

311 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 339 TISCO BANK PUBLIC COMPANY LIMITED (CUSTODIAN)

312 STANDARD CHARTERED BANK (THAI) PUBLIC CO.,LTD. 340 JPMORGAN CHASE BANK (BOND TRADING)

316 INDUSTRIAL AND COMMERCIAL BANK OF CHINA (THAI) PUBLIC COMPANY LIMITED

341 THE SIAM INDUSTRIAL CREDIT PUBLIC COMPANY LIMITED

320 DEUTSCHE BANK AKTIENGESELLSCHAFT BANGKOK BRANCH - CUSTODY SERVICES

343 CIMB THAI BANK PUBLIC COMPANY LIMTED

324 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED 345 THANACHART BANK PUBLIC COMPANY LIMITED

326 THE ROYAL BANK OF SCOTLAND N.V., BANGKOK BRANCH 410 BANK OF AYUDHYA PUBLIC COMPANY LIMITED FOR TREASURY

BRO320KER007 SUB-B

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-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 3

Notification of the Allotment and Subscription Documents for Newly Issued Ordinary Shares in Combination with Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public

Company Limited

Part 1 Information on the Allocation of Newly Issued Ordinary Shares in Combination with Warrants

1. Name and Address of Listed Company Name Thoresen Thai Agencies Public Company Limited (the “Company”) Address 26/26-27, Orakarn Bldg, 8th Floor, Soi Chidlom, Ploenchit Road, Lumpini,

Pathumwan, Bangkok 10330

2. Date and Number of the Board of Directors Meeting and Shareholders Meeting that Approved the Allocation of Newly Issued Ordinary Shares in Combination with Warrants to Purchase Ordinary Shares Board of Directors Meeting No. 4/2013, dated 24 December 2012 Annual General Meeting of Shareholders No. 1/2013, dated 30 January 2013

3. Details of the Allocation of Newly Issued Ordinary Shares in Combination with Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public Company Limited No. 3 (“TTA-W3” or “Warrants”)

The Annual General Meeting of Shareholders No.1/2013 held on 30 January 2013 passed a resolution to approve the issuance and allocation of up to 283,201,765 newly issued ordinary shares to be offered for sale to existing shareholders in proportion to their shareholding (Right Offering) at the ratio of 5 existing ordinary shares to 2 newly issued ordinary shares in combination with 1 unit of Warrants (5:2:1). The offering price of newly issued ordinary share is Baht 14.00 per share. The offering price for Warrants is Baht 0.00 per unit. The exercise price for Warrants is Baht 17.00 per share (except in case of adjustment of rights of Warrants). Any fractions of such newly issued shares or Warrants resulting from the ratio calculations shall be disregarded. Existing shareholders who exercise their right to subscribe for the newly issued ordinary shares must exercise their right simultaneously and proportionately to subscribe for Warrants. 7 February 2013 is determined to be the record date on which the existing shareholders whose name are in the share register book shall be entitled to subscribe for the newly issued shares and Warrants (Record Date). The share register book shall be closed on 8 February 2013 to collect shareholders names under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended). The subscription dates for the newly issued shares are from 21 to 28 February 2013 (5 business days) from 9.00 – 16.00 hours. The terms and conditions of the offering and allotment are as follows;

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3.1 Newly Issued Ordinary Shares Registered capital (as of 26 December 2012)

: Baht 708,004,413 at a par value of Baht 1.00 per share, divided into Ordinary shares: 708,004,413 shares Preference shares: - shares

Paid-up capital (as of 26 December 2012)

: Baht 708,004,413 at a par value of Baht 1.00 per share, divided into Ordinary shares: 708,004,413 shares Preference shares - shares

Number of shares offered under the Right Offering Number of paid-up capital to be increased as a result of the Right Offering Paid-up capital (After the Right Offering)

: : :

Not exceeding 283,201,765 shares Not exceeding Baht 283,201,765 Baht 991,206,178 at a par value of Baht 1.00 per share, divided into Ordinary shares: 991,206,178 shares Preference shares: - shares

Subscription ratio : 5 existing ordinary shares to 2 new ordinary shares (Any

fractions resulting from the ratio calculations shall be disregarded)

Offering price per share : Baht 14.00 per share

Allocation method : To offer for sale to existing shareholders in proportion to their shareholding (Right Offering) at the ratio of 5 existing ordinary shares to 2 new ordinary shares in combination with 1 unit of Warrants (5:2:1). 1. In case of proportionate subscription for newly issued

ordinary shares in combination with Warrants, or in the case of undersubscription: The shareholder who expresses an intention to proportionately subscribe to the newly issued ordinary shares in combination with Warrants, or to undersubscribe for the newly issued ordinary shares in combination with Warrants will receive the allotment of all new ordinary shares and Warrants subscribed for.

2. In case of oversubscription for newly issued ordinary shares in combination with Warrants; The shareholder who wishes to oversubscribe for the newly issued ordinary shares in combination with Warrants shall express his/her intention to oversubscribe at the same time when the intention is expressed for the proportionate subscription, and shall make the payment in the full amount including the oversubscription amount. If

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the oversubscribing shareholders do not receive the allotment of the intended amount of newly issued ordinary shares and Warrants, the Company will refund the subscription payment in the part of shares that have not been allotted within 14 days from the last date of the subscription period. (Please refer to the details of Refund Method of Subscription Payment in clause 5.6).

Existing shareholders shall have the right to oversubscribe based on the ratio specified above by indicating their intention of oversubscription which shall be no more than 50 percent of existing ordinary shares held by them. The fractions of newly issued ordinary shares resulting from the ratio calculations shall be disregarded. Shareholders may oversubscribe and oversubscription shares may be allocated to such oversubscribing shareholders only when there are shares left after allocation to all shareholders who have subscribed to shares proportionately to their shareholding percentage. Such allocation of oversubscription shares shall be in proportionate to their existing shareholding percentage and shall be subject to the foreign shareholding limits prescribed under the Articles of Association of the Company which currently provide that foreign shareholders may hold shares in the Company up to 49 percent of total issued shares of the Company. The allocation procedures are as follows: a. If the number of unsubscribed new ordinary shares and

Warrants is greater than the number of new ordinary shares and Warrants that are oversubscribed, all shareholders who have oversubscribed for new ordinary shares in combination with Warrants (who have complied with the subscription conditions) shall be entitled to an allocation of oversubscription shares.

b. If the amount of remaining unsubscribed new ordinary shares and Warrants is less than the number of new ordinary shares and Warrants that have been oversubscribed for, the Company shall allot the remaining shares and Warrants to those shareholders who have expressed their intention to oversubscribe (and have complied with the subscription conditions) proportionately to the existing shareholding percentage of each oversubscribing shareholder. This allocation shall continue until no new ordinary shares and Warrants are left.

Existing shareholders who exercise their right to subscribe for the newly issued ordinary shares must exercise their right simultaneously and proportionately to subscribe for Warrants. They cannot subscribe for either one of ordinary shares or Warrants. This is applicable in cases of proportionate subscription, undersubscription and oversubscription. For example, assuming that a shareholder holds 100 existing shares, if such shareholder exercises the right to subscribe for

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40 newly issued ordinary shares pursuant to his/her subscription entitlement, he/she is entitled to subscribe for 20 units of Warrants pursuant to his/her subscription entitlement. However, if the shareholders wish to subscribe for new ordinary shares which are less than their right or in excess of their right of 40 shares, they must subscribe for units of Warrants which are less than their right or in excess of their right simultaneously and proportionately to their subscription of ordinary shares. The fractions of newly issued share and Warrants resulting from the ratio calculations shall be disregarded.

Any newly issued ordinary shares left after the allocation to existing shareholders shall be allocated in a private placement (the "Private Placement") pursuant to the definition given under the Notification of Capital Market Supervisory Board No. TorChor 28/2551 re: application for and permission of offering of newly issued shares (as amended) (the “Notification TorChor 28/2551”) at the offering price which is not lower than 90 percent of market price determined in accordance with the Notification of Office of Securities and Exchange Commission No. SorChor 39/2551 re: calculation of offering price and determination of market price for the purpose of considering the offering of newly issued shares at discount (as amended) (the "Notification SorChor 39/2551"). However, the Private Placement offering price will not be lower than the Right Offering price at Baht 14 per share. Private Placement shall mean specific group of investors as defined under the Notification TorChor 28/2551, and shall not be connected persons of the Company. 

3.2 Warrants Number of warrants in allocation

: Not exceeding 141,600,882 units

Subscription ratio : The Company will offer to sell 1 unit of Warrants to existing shareholders in combination with the proportionate subscription for the newly issued ordinary shares at the ratio of 5 existing ordinary shares to 2 newly issued ordinary shares (5:2:1). The fractions of Warrants resulting from the ratio calculations shall be disregarded.

Offering price per unit : Baht 0.00 per unit (free of charge)

Conversion ratio : 1 unit of Warrants to 1 ordinary share (subject to change in accordance with the condition on adjustment of rights of Warrants)

Allocation method : Please refer to the details in clause 3.1 Newly Issued Ordinary Share, Allocation Method.

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4. Record Date to Determine the Name of Shareholders who Have the Rights to Subscribe for Newly Issued Ordinary Shares in Combination with Warrants The Company set 7 February 2013 as the Record Date to determine shareholders who are entitled to subscribe for the newly issued ordinary shares in combination with the Warrants to purchase the newly issued ordinary shares (Record Date). The share register book will be closed on 8 February 2013 to collect the names of the shareholders in accordance with Section 225 of the Securities and Exchange Act B.E. 2535 (as amended).

5. Subscription and Payment Schedule of Newly Issued Ordinary Shares in combination with Warrants 5.1 Subscription and Payment Period of Newly Issued Ordinary Shares in combination

with Warrants

From 21 to 28 February 2013 (5 business days), from 9.00 – 16.00 hours (Lunch 12.30 – 13.30 hours)

5.2 Location for Subscription and Payment of Newly Issued Ordinary Shares in combination with Warrants

Shareholders who wish to subscribe for the newly issued ordinary shares in combination with Warrants may contact the subscription agent at the following contact details;

AIRA Securities Public Company Limited Miss Piyathida Makornphan or Miss Siriluck Saeng-arun Operation Services 2/4 Nai Lert Tower, 2nd Floor, Wireless Road Lumpini, Pathumwan, Bangkok 10330 Tel. 0-2684-8754 and 0-2684-8756 Fax. 0-2256-0284

5.3 Renouncement of Subscription Right

If shareholders do not exercise their subscription right, or do not exercise their right within the specified period, or do not make payment of subscription price within the specified period, or if the Company is unable to collect the payment within the specified period, the Company shall deem that such shareholders renounce their subscription right for newly issued ordinary shares and Warrants.

5.4 Required Subscription Documents Shareholders who intend to subscribe for the newly issued ordinary shares in combination with Warrants must clearly and correctly complete and sign the Subscription Form for the Newly Issued Ordinary Shares in Combination with Warrants. Shareholders shall indicate the number of shares that they wish to subscribe for, and make full payment at once for their subscription according to the number of shares to be subscribed for by personal cheque, cashier cheque or bank draft, or money transfer to the bank account designated by the Company. The subscribers shall submit the subscription documents to the subscription location. Shareholders whose shares are kept in scripless system can contact securities companies with which the shareholders have a securities trading account and the Company’s ordinary shares are deposited. These securities companies will then collect and submit relevant documents to AIRA Securities Public Company Limited, the Company’s subscription agent, at the subscription location.

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Subscribers for the newly issued ordinary shares in combination with Warrants must submit the following supporting documents:

1) Subscription Form for the Newly Issued Ordinary Shares in Combination with

Warrants, which has been correctly, completely and clearly filled out. The shareholders may only submit one Subscription Form per one Certificate of Right to Subscribe for Newly Issued Ordinary Shares in combination with Warrants;

2) Certificate of Right to Subscribe for Newly Issued Ordinary Shares in combination with Warrants (which is the Share Subscription Notice issued by Thailand Securities Depository Company Limited as a securities registrar of the Company);

3) Required Identification Documents ;

- Thai Individual: A certified true copy of personal identification card or identification

card of government officer or identification card of state enterprise officer which is not expired (enclosed with a certified true copy of house registration in case of identification card of government officer or identification card of state enterprise officer)

In the case of change of first name/last name, which causes the name of shareholders to be different from that in the share register book as of 8 February 2013 or in the Certificate of Right to Subscribe for Newly Issued Ordinary Shares in combination with Warrants, a certified true copy of the official document evidencing the change of first name/last name shall be enclosed.

- Foreign Individual: A certified true copy of alien certificate or valid passport.

- Juristic Person Incorporated in Thailand: A copy of the affidavit issued by the Ministry of Commerce for not more than 6 months, certified by the authorized director(s) and affixed with the seal of such juristic person (if any) together with a certified true copy of identification card, identification card of government officer, identification card of state enterprise officer, alien certificate or valid passport (as the case may be) of such authorized director(s) of the juristic person.

- Juristic Person Incorporated Outside of Thailand A copy of the certificate of incorporation and corporate affidavit issued for not more than 6 months by the relevant agency of the country where such juristic person is domiciled, enclosed with a certified true copy of identification card, identification card of government officer, identification card of state enterprise officer, alien certificate or valid passport (as the case may be) of the authorized director(s) of such juristic person. Each of above 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.

4) Payment Documents for the Subscription for Newly Issued Ordinary Shares in combination with Warrants; Shareholders may choose the following subscription payment methods and enclose the payment documents as follows: - In case of personal cheque, cashier cheque or bank draft

Personal cheque or 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 dated the same as the subscription date and

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submitted to AIRA Securities Public Company Limited within 11.00 a.m. of 27 February 2013.

- In case of money transfer to bank account Cash deposit to the current account in the name “Thoresen Thai Agencies Public Company Limited for Capital Increase Subscription” at The Siam Commercial Bank Public Company Limited, Ploenchit Branch, Account Number 059-305630-8. The pay-in slip/transfer slip, together with the subscription documents, must be submitted to AIRA Securities Public Company Limited, the Company’s subscription agent. Please specify in the pay-in slip/transfer slip the subscriber’s contact number.

5) For shareholders who oversubscribe and wish to receive the refund from any un-allocated portion of the share subscription in excess of his/her subscription entitlement via money transfer to bank account, please attach a certified true copy of the front page of a savings or current account book (only with The Siam Commercial Bank Public Company Limited, Bangkok Bank Public Company Limited, Kasikorn Bank Public Company Limited, Krung Thai Bank Public Company Limited and Bank of Ayudhya Public Company Limited), provided that the name which appears in such bank account book shall be the same as that of the subscriber.

6) A power of attorney affixed with Baht 30 stamp duty (in the case of appointment of

proxy) together with certified true copies of valid identification cards of the grantor and his/her proxy.

5.5 Method of Subscription and Payment of Subscription Price of Newly Issued Ordinary

Shares in Combination with Warrants

Payment of subscription price for the newly issued ordinary shares in combination with Warrants can be made by either of the following methods. Under no circumstances will the Company’s subscription agent accept subscription documents via mail nor will it accept subscription payment in cash.

5.5.1 In case of personal cheque, cashier cheque or bank draft

(1) Please contact AIRA Securities Public Company Limited, the Company’s

subscription agent to submit the subscription documents as listed in clause 5.4 together with personal cheque, cashier cheque or bank draft which is crossed “A/C Payee Only” 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 day as the subscription date. Each subscriber may submit only one personal cheque or cashier cheque or bank draft per one subscription form for the Newly Issued Ordinary Share in Combination with Warrants

(2) Please specify subscriber’s name, surname and contact number at the back of such cheques or draft.

(3) The subscription period in case of payment made by personal cheque, cashier

cheque or bank draft is as follows:

From 21 to 26 February 2013, from 9.00-16.00 hours and 27 February 2013, from 9.00 – 11.00 hours.

(Lunch 12.30 – 13.30 hours)

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5.5.2 In case of money transfer to bank account (No cash payment is accepted)

(1) Money transfer to the account for capital increase subscription to Bank Name: The Siam Commercial Bank Public Company Limited Branch: Ploenchit Branch Account Name: “Thoresen Thai Agencies Public Company Limited for

Share Subscription” Account Type: Current Account Account No.: 059-305630-8

(2) Please specify subscriber’s name, surname and contact number in the pay-in

slip/transfer slip for such subscription payment (3) The subscription period in case of payment made by money transfer is

From 21 to 28 February 2013, from 9.00 – 16.00 hours. (Lunch 12.30 – 13.30 hours)

In the case where the subscription agent receives the correct and complete subscription documents later than 16.00 hour on 28 February 2013, the Company has the right to consider that such shareholder renounces his/her subscription right, and shall reserve the rights not to allot newly issued ordinary shares to such shareholder.

5.6 Refund Method of Subscription Payment

In the case that the shareholders who have expressed their intension to oversubscribe for the newly issued ordinary shares in combination with Warrants and who have made the payment in the full amount for both the proportionate subscription and for the oversubscription, do not receive the allocation of the newly issued ordinary shares in combination with Warrants for the number that that have been oversubscribed for, or in the case that the shareholders do not receive the allocation of the newly issued ordinary shares in combination with Warrants as a result of non-compliance with any subscription conditions indicated in this Notification of the Allotment and Subscription Document for Newly Issued Ordinary Shares in Combination with Warrants, AIRA Securities Public Company Limited, the Company’s subscription agent, will refund the subscription payment, without interest via money transfer to the bank account or via a crossed cheque payable to the subscriber. The cheque will be delivered to such subscriber by registered mail within 14 days starting from the last date of the subscription period (28 February 2013).

In the case that the shareholders wish to receive the refund of the subscription payment via money transfer to the bank account as stated above, but AIRA Securities Public Company Limited, for any reason, is unable to transfer the refund to the subscriber’s account, AIRA Securities Public Company Limited will refund the subscription payment, by issuing a crossed cheque payable to the subscriber and will deliver such cheque by registered mail to such subscriber within 14 days starting from the last date of the subscription period (28 February 2013).

Nevertheless, in any case, if there is a transfer of the subscription payment for shares that have not been allocated or that have not been fully allocated via money transfer to the bank account of the subscriber, as specified in the subscription form for the Newly Issued Ordinary Share in Combination with Warrants, or via the cheque payable to the subscriber delivered by registered mail to the address indicated in the list of shareholders as of the closure date of the share register book i.e., 8 February 2013, it shall be deemed that the subscriber has duly received the refunded subscription payment in the proportion of shares that have not been allocated or that have not been fully allocated. The subscriber shall no longer be able to claim an interest or damages from the Company or from the subscription agent.

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5.7 Methods of Delivering Securities to Shareholders The subscriber may ask the Company to implement either way of securities delivery as follow: 1) In the case that the subscribers wish to receive the securities certificate (Script) in the

name of that subscriber, Thailand Securities Depository Company Limited (“TSD”), a registrar of the Company will deliver the securities certificate in the number of allotted securities to the subscriber by registered mail at the address as appeared in the register book within 15 business days starting from the last date of the subscription period. In such a case, the subscriber cannot sell the allotted securities on the Stock Exchange of Thailand (“SET”) until the subscribers have received the securities certificate which might be after securities of the Company can be traded on the SET.

2) In the case that the subscribers do not wish to receive the securities certificate, but wish to employ TSD service although no account has been opened with TSD (i.e. subscribers would like to deposit the allotted securities with TSD under Thoresen Thai Agencies Public Company Limited’s account - account membership number 600), the Company shall deposit the allotted securities with TSD which shall record those shares under Thoresen Thai Agencies Public Company Limited’s account - account membership number 600 within 7 business days starting from the last date of the subscription period and issue confirmation of share deposit to the subscriber within 15 business days starting from the last date of the subscription period. When subscribers who have securities allotted to them would like to sell, they must withdraw those shares from the account membership number 600 by requesting the securities companies to process the withdrawal of securities. This withdrawal process may incur handling fees to be determined by the TSD and/or such securities companies. The subscribers who have securities allotted to them and who have already withdrawn securities from account number 600 may immediately start trading the allotted securities once securities of the Company can be traded on the SET.

3) In the case that the subscribers do not wish to receive the securities certificate

(Scripless), but wish to employ TSD service given that an account has already been opened with TSD (i.e., the subscribers would like to deposit the allotted securities in their trading account), the Company shall deposit allotted securities under the name of “Thailand Securities Depository Company Limited for Depositor”. TSD shall record the ordinary shares deposited with TSD and shall issue a confirmation of securities deposit to the relevant subscribers within 7 business days from the last date of the subscription period. At the same time, the securities companies shall record the allotted shares that are deposited for the subscribers. Subscribers who have securities allotted to them may immediately start trading the allotted securities once securities of the Company can be traded on the SET.

In the case that the subscribers choose to proceed with clause 5.7 (3), the name of the subscriber in the Newly Issued Ordinary Share in Combination with Warrants Subscription Form must be the same with that of the assigned trading account for the securities 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 them with TSD under Thoresen Thai Agencies Public Company Limited’s account - account membership number 600. Subscribers who have securities allotted to them and who have already withdrawn those shares from the account membership number 600 may sell the securities on the SET once securities of the Company can be traded on the SET. The securities withdrawal may be subject to the handling fees to be determined by TSD and/or the securities companies.

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Shareholders subscribing to securities must correctly specify a code number of the securities company (as listed on the back of the subscription form for the Newly Issued Ordinary Share in Combination with Warrants) with which the shareholder has the securities trading account and the securities trading account number, to which the shareholder wants the allotted securities to be transferred. In the case of incorrect code number or securities trading account number, which may cause an inability to transfer the subscribed securities to the securities trading account, the Company will not be responsible for any loss or delay in tracing back the securities.

In the case that the shareholder provides incomplete required details, the Company reserves the right to issue securities in the name of “Thailand Securities Depository Company Limited for Depositor” and deposit those securities with TSD under Thoresen Thai Agencies Public Company Limited’s account - account membership number 600. The subscribers who have securities allotted to them and who have already withdrawn securities from account number 600 may immediately start trading the allotted securities once securities of the Company can be traded on the SET. The share withdrawal may be subject to the handling fees to be determined by TSD and/or the securities companies.

In the case that the subscriber does not indicate any of the above options in the subscription form for the Newly Issued Ordinary Share in Combination with Warrants, the Company reserves the right to deposit those securities with the issuers’ account membership number 600 pursuant to clause 5.7 (2) for the subscriber.

5.8 Other Important Information If the number of newly issued ordinary shares indicated in the subscription form for the Newly Issued Ordinary Shares in combination with Warrants is in inconsistent with the payment received by the Company, the Company reserves the rights to consider that the shareholder intends to subscribe for the number of the shares according to the amount received.

6 Objectives of Capital Increase and Use of Proceeds from the Capital Increase Global funding/liquidity constraints and the ongoing economic slowdown have adversely impacted various businesses in which the Company is involved. For example, more companies in the dry bulk shipping sector are experiencing financial difficulties and are being forced to restructure themselves. Interesting investment opportunities are now emerging in the Company’s cyclical core businesses. Dry bulk vessel prices have significantly declined from two years ago and are expected to bottom out in 2013 before gradually recovering along with freight rates and the global economy. Additionally, high oil and gas prices and increasing exploration & production spending are increasing demand for offshore oil and gas services in both shallow water and deep water regions. The Company plans to use the proceeds to capitalize on investment opportunities to create significant competitive advantage and utmost benefit to the Company in a long run. This capital increase will enable the Company to carry out a timely acquisition programme of advantageously priced dry bulk vessels and other opportunistic investments. This should result in the Company having lower investment costs than other competitors, which leads to a sustainable competitive advantage once the global economy picks up again.

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7 Benefits from the Capital Increase/ Allotment of Newly Issued Shares in Combination with Warrants The increased capital base will further strengthen the Company’s financial position, not only to effectively compete in the global marketplace, but also spark a significant evolution of the Company’s businesses and reap sizeable benefits over the long term, based on a lower investment cost base.

8 Shareholders Benefits from the Capital Increase/ Allotment of Newly Issued shares 8.1 Dividend policy

The Company has established a policy to distribute dividends of approximately 25 percent of the consolidated net profits after taxes but excluding unrealized foreign exchange gains or losses, subject to the Company’s investment plans and other relevant factors. The Board may review and revise the dividend policy from time to time to reflect the Company's future business plans, the needs for investment, and other factors, as the Board deems appropriate. However, dividend distributions may not exceed the retained earnings reported in the financial statements of the Company only.

8.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends from the Company’s business operations starting when the aforesaid persons have been registered as the shareholders of the Company.

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9 Other Details Necessary for Shareholders to Consider in Subscribing for the Newly Issued Ordinary Shares in Combination with Warrants of the Company Details of Warrants Category of Warrants : Warrants to purchase ordinary shares of Thoresen Thai

Agencies Public Company Limited No. 3 (“TTA-W3”)

Type of Warrants : Name registered and transferable

Number of Warrants Offered : Not exceeding 141,600,882 units

Number of Underlying Shares for the Exercise of Warrants

: Not exceeding 141,600,882 shares (par value of Baht 1 each)

Offering Price per Unit : Baht 0.00 (Zero Baht)

Conversion Ratio : 1 unit of Warrants per 1 ordinary share (subject to change in accordance with the conditions on adjustment of rights of Warrants)

Term of Warrants : Not exceeding 2.5 years (30 months) from the initial issuance date of Warrants

Offering Method : The Company will offer Warrants in combination with the newly issued ordinary shares proportionately to the existing shareholders whose names are in the share register book on the record date on 7 February 2013 to determine shareholders who are entitled to subscribe for the newly issued ordinary shares and Warrants. The share register book will be closed on 8 February 2013 to collect shareholders names under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended). In this regard, the Company will offer 1 unit of Warrants to existing shareholders in combination with the proportionate subscription for newly issued ordinary shares at the ratio of 5 existing ordinary shares to 2 new ordinary shares (5:2:1). Any fractions of such Warrants resulting from the ratio calculations shall be disregarded. Shareholders who wish to either undersubscribe or oversubscribe for newly issued ordinary shares shall accordingly be entitled to subscribe for Warrants in similar proportion. Example is as follows: Example: Computations of the rights to subscribe for the newly issued ordinary shares and Warrants: Assuming a shareholder currently holds 100 ordinary shares in the Company, such shareholder will have the right to subscribe for 40 newly issued ordinary shares and 20 units of Warrants (This will apply for all cases of example).

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1. If a shareholder subscribes for the newly issued ordinary shares in proportion to his or her shareholding percentage (no oversubscription): The shareholder will subscribe for 40 newly issued

ordinary shares; and He/she is eligible to subscribe for 20 units of Warrants

simultaneously.

2. If a shareholder undersubscribes for newly issued ordinary shares: For example, the shareholder partially subscribes for 20

shares; and Such shareholder is eligible to subscribe for 10 units of

Warrants simultaneously.

3. If a shareholder oversubscribes for newly issued ordinary shares (Excess Right) by indicating his/her intention to oversubscribe for no more than 50 percent of existing ordinary shares: For example, the shareholder subscribes for 40 newly

issued shares, which is in proportion to his or her shareholding percentage, and, in addition, will oversubscribe for 50 shares, thus totaling 90 shares.

Such shareholder is eligible for 20 units of Warrants based on his/her proportionate subscription right and additional 25 units of Warrants based on the oversubscription right (Excess Right), thus totaling 45 units of Warrants. Shareholders may oversubscribe and oversubscription shares may be allocated to such oversubscribing shareholders only when there are shares left after allocation to all shareholders who have subscribed to shares proportionately to their shareholding percentage. Such allocation of oversubscription shares shall be in proportionate to their existing shareholding and shall be subject to the foreign shareholding limits as prescribed under the Articles of Association of the Company which currently provide that foreign shareholders may hold shares in the Company up to 49 percent of total issued shares of the Company.

Shareholders who exercise their right to subscribe for the Warrants must exercise their right simultaneously and proportionately to subscribe for newly issued ordinary shares. They cannot subscribe for either one of ordinary shares or Warrants. This is applicable in cases of proportionate subscription, undersubscription and oversubscription.

Exercise Price : Baht 17.00 per share (subject to change in accordance with the conditions on adjustment of rights of Warrants)

Exercise Period and Conditions for Exercise

: The Warrant holders can throughout the term of Warrants exercise their Warrants on the last business day of every quarter (March, June, September, and December) of each

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calendar year. Exception is in case of the first exercise where Warrant holders can exercise their Warrants on the last business day of June 2013 i.e., 28 June 2013.The last exercise date will be on the end of the term of Warrants i.e. 11 September 2015. 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 for suspension of 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”) for 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-W3) to attend the meeting of Warrant holders.

Secondary Market for the Warrants

: The Company shall apply to list the Warrants on the SET.

Secondary Market for the Ordinary Shares from the Exercise of Warrants

: The Company shall apply to list the underlying shares in the exercise of Warrants on the SET.

Warrants Registrar : Thailand Securities Depository Co., Ltd.

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Part 2 Information of Thoresen Thai Agencies Public Company Limited

1. Name and Address of Listed Company

Name Thoresen Thai Agencies Public Company Limited (the “Company”) Address 26/26-27, Orakarn Building, 8th Floor, Soi Chidlom, Ploenchit Road, Lumpini,

Pathumwan, Bangkok 10330

2. Nature of Operation and Characteristics of Primary Business of the Company and its Subsidiaries The Company is a strategic investment holding company with three primary business groups, comprising (1) transport business i.e., dry bulk shipping services, oil and LPG tinkering in the Philippines, shipping agency services in Thailand and abroad countries and ship brokerage, (2) energy business i.e., subsea engineering services, offshore drilling services and coal developments in the Philippines and Indonesia, and (3) infrastructure business i.e., coal sizing and distribution in Thailand, fertiliser production and distribution in Vietnam, ship supplies, logistics and stevedoring services, and third-party logistics services.

2.1 Background

Thoresen Thai Agencies Public Company Limited was incorporated on 16 August 1983 and

converted into a public limited company on 15 December 1994. The Company currently has the registered capital at Baht 783,004,413 and paid-up capital at Baht 708,004,413.

Major changes and developments of the business operation in the past are as follows: 2012 Thoresen Thai Agencies Plc. acquired one second-hand dry bulk vessel. The business

restructuring of dry bulk shipping was completed as eight Thai flagged vessels were transferred to Thoresen Shipping Singapore Pte. Ltd.

Thoresen Thai Agencies Plc.’s convertible bonds matured on 24 September 2012. The total owned fleet as of 30 September 2012 consisted of 16 dry bulk vessels, eight

offshore vessels, and two tender drilling rigs. Additionally, approximately 4.5 dry bulk vessels and one offshore vessel were chartered in to meet client demand.

2011 Soleado Holdings Pte. Ltd. acquired a 20 percent stake in Baria Serece as part of its

strategy to create an integrated logistics business in Vietnam. Thoresen Thai Agencies Plc. acquired three dry bulk vessels, two in the second-hand

market and one new build vessel. Soleado Holdings Pte. Ltd. acquired an additional 1.166 percent ownership in Petrolift Inc.

(“Petrolift”) to have 40.0 percent ownership. Soleado Holdings Pte. Ltd. acquired 33.33 percent of Qing Mei Pte. Ltd. (“Qing Mei”) to

develop a new coal-mining project in Indonesia. Thoresen Thai Agencies Plc. redeemed the convertible bonds No. 2 in an amount of USD

34.30 million. The total outstanding principal amount of the convertible bonds as of 30 September 2011 was at USD 34.30 million.

Asia Offshore Drilling Limited (“AOD”) raised USD 180 million from the domestic capital market and signed contracts to build three jack-up rigs worth USD 538 million with Keppel FELS Limited in Singapore. Mermaid Maritime Plc. (“Mermaid”) and Seadrill Limited (“Seadrill”) own 33.75 percent of the shares in AOD each. AOD shares were successfully listed on the Oslo Stock Exchange on 15 July 2011.

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2010 Thoresen Thai Agencies Plc. acquired a 38.83 percent stake in Petrolift, a petroleum tanker

company in the Philippines. Mermaid acquired a 100 percent stake in Subtech Ltd. in Seychelles to expand its subsea

engineering services in the Middle East. Thoresen Thai Agencies Plc. issued unsubordinated and unsecured domestic Debentures,

with the name of bearer of Baht 4.0 billion to refinance existing loans with commercial banks and to increase working capital.

Thoresen Thai Agencies Plc. redeemed the convertible bonds No. 1 in an amount of USD 34.30 million. The total outstanding principal amount of the convertible bonds as of 30 September 2010 was at USD 68.60 million.

Thoresen Thai Agencies Plc. acquired four dry bulk vessels, three in the second-hand market and one new build vessel. Mermaid acquired one second-hand and three new build subsea vessels.

2009 Thoresen Thai Agencies Plc. established Soleado Holdings Pte. Ltd. as an investment

holding company for projects, assets, or companies outside of Thailand. Thoresen Thai Agencies Plc. acquired an 89.55 percent stake in Unique Mining Services

Public Company Limited, a coal logistics company in Thailand, as part of its strategy to create an integrated coal business.

Soleado Holdings Pte. Ltd. acquired a 100 percent stake in Baconco Co., Ltd., a fertiliser company in Vietnam. Soleado acquired a 21.18 percent stake in Merton Group (Cyprus) Ltd., which is a coal mining joint venture in the Philippines.

Mermaid raised SGD 156 million by way of a rights issue to pursue its business growth.

2008 Thoresen Thai Agencies Plc. was awarded Thailand’s Best-Managed Medium-Cap

Corporation from Asiamoney

2007 Thoresen Thai Agencies Plc. issued convertible bonds in an amount of USD 169.80

million to fund a gradual fleet renewal and expansion plan. Mermaid raised SGD 246 million from its initial public offering on the Singapore

Exchange Securities Trading Limited.

2.2 Characteristics of Primary Business

2.2.1 Transportation Group

The Transport Group provides shipping and shipping-related services through its affiliate and subsidiary companies to a client base of trading companies, oil majors, logistics companies, and major vessel owners and operators of all types.

The Transport Group’s two key businesses are dry bulk shipping and Petrolift Inc., an

inter-island petroleum tanker company in the Philippines. TTA operates its dry bulk shipping business under the Thoresen Shipping brand name. In 2012 Financial Year, the dry bulk shipping fleet comprised 16 owned vessels and the equivalent of 4.5 chartered-in vessels.

Thoresen provides tramp services on a global basis. The vessels operate at the

requirements of Thoresen’s clients under time charters and contracts of affreightment (“COA”) in addition to short-term time charters and voyage charters.

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TTA holds a 40 percent interest in Petrolift Inc., which owns and operates 10 petroleum tankers/barges, including two liquefied petroleum gas tankers that are primarily used for domestic transport against long-term contracts with major oil and gas companies.

Other businesses in the Transport Group are shipping-related services businesses,

including ship agency services in Thailand, Vietnam, Indonesia, and the United Arab Emirates and ship brokerage services for dry cargoes in Thailand, Singapore, and India.

Thoresen Shipping Industry Overview

The dry bulk shipping industry continued to be plagued by low freight rates in 2012,

with the Baltic Dry Index (“BDI”) reaching a 25-year low in February 2012. Freight rates continued to be impacted by vessel oversupply. Demand growth in 2012 stood at approximately 6 percent, while vessel supply growth was nearly two times higher at 12-13 percent. Overall, the global economy remained volatile in 2012, with developments in Europe continuing to affect Asian and American export markets. The Chinese economy grew by a weaker-than-expected 7.4 percent in the third quarter, leading to lower industrial production, which has negatively impacted both steel production and energy consumption.

Despite this, the total dry bulk trade has grown steadily on the back of nearly 20

percent higher coal imports into China. At the same time, the trend of increasing levels of iron ore imports into China continued, as domestic production became less cost competitive and was increasingly augmented by imports from Australia, India, South Africa, and Brazil, creating higher tonne-miles.

Chart : Chinese Iron Ore Imports (Million Tonnes)

Source : Fearnleys

In 2011, global steel production increased by 6.8 percent to 1.490 billion tonnes. Global production is expected to reach about 1.5 billion tonnes in 2012, with Chinese production accounting for just under half of the global total.

Long-term demand growth is expected to remain resilient, driven by increased energy

consumption in India and China and higher iron ore imports to China. In the short term, some upside is expected, if international commodity prices (coal and iron ore) continue to drop, leading to higher levels of Chinese imports.

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On the supply side, continued strong deliveries of new vessels have contributed to a relatively weaker market in 2012. Through the first ten months of the 2012, total deliveries reached more than 85 million deadweight tonnes. New-build deliveries are expected to slow down considerably in the next 18 months while scrapping has continued at a strong pace, a trend that is expected to sustain as long as freight rates remain depressed.

As of October 2012, the global dry bulk orderbook amounted to 115.2 million

deadweight tonnes, or 17 percent of the existing dry bulk fleet. 2012 is expected to have been a record year of deliveries, reaching around 100 million deadweight tonnes. As illustrated below, deliveries are expected to slow in 2013 onwards.

Chart : Dry Bulk Carrier Orderbook (By Scheduled Year of Delivery)

Freight rates declined further in 2012 as a result of increasing supply, with the BDI hitting a 25-year low in February 2012.

Chart : One-Year Time Charter Rates (U.S. Dollars per Day)

Source : Fearnleys

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Vessel Prices

Newbuilding Prices

Since the end of 2008, newbuilding prices have fallen due to decreasing freight rates, high shipyard capacity, and limited new contracting. In 2012, newbuilding prices decreased further still, with a bottoming expected in 2013.

Chart : Dry Bulk Carrier Newbuilding Prices 2000 - 2012 (Millions of US Dollars)

Source : Clarkson

Second-Hand Vessel Prices

Similarly, second-hand values have decreased significantly since the end of 2008,

tracking a sustained decline in freight rates. In 2012 secondhand values decreased further, with five-year old Supramaxes now available for under USD 20 million.

Chart : Dry Bulk Carrier Secondhand Prices 2004 - 2012

Source : Clarkson

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Business Review

As of 30 September 2012, Thoresen Shipping owned 16 Handymax and Supramax dry bulk vessels, all but one based and flagged in Singapore. Four years ago, Thoresen Shipping had a fleet of 42 ships and in advance of the industry downturn, made a concerted effort to downsize the fleet and maintain only the modern and efficient vessels. The focus of Thoresen Shipping today is on proven designs that allow it to operate a consistent fleet with maximum efficiency. In particular, Supramaxes have been and will continue to be the focus point of Thoresen Shipping’s fleet renewal plan, which looks to rebuild the fleet to a size of between 24 and 30 vessels by 2014.

In July 2012, Thoresen Shipping acquired and took delivery of M.V. Thor Insuvi, a

52,489-DWT Supramax built by Tsuneshi Heavy Industries in November 2005 for USD 19.2 million. The purchase was made without using TTA as a guarantor, meaning that Thoresen Shipping can now begin to develop its own credit ratings based on its own business, as opposed that of its parent company, which is subject to activities unrelated to dry bulk shipping.

With the M.V. Thor Insuvi addition, the owned fleet at the end of the fiscal year was

16 vessels with an average size of 47,209 DWT (simple average) and an average age of 12.22 years (simple average).

While the indexes that track Handysize and Supramax dry bulk shipping rates (BHSI

and BSI) fell between 24 percent and 26 percent during the year, Thoresen Shipping’s time charter equivalent fell by only 16 percent, implying trade at about 109 percent of the blended indices. The improvement came as a result of stronger customer relationships and an expanded client base at Thoresen Shipping’s new commercial hub in Singapore.

On a full year basis, Thoresen Shipping’s owner expenses averaged about USD 3,952

per day against an industry average of approximately USD 4,500, placing Thoresen Shipping in the top quartile of owner expenses worldwide.

Fleet Structure

1) On fleet structure Number of Vessels

Owned Vessels Period Chartered-in

Vessels

Newbuild Vessels on

Order

Total

Handymax 9 2 - 11 Supramax 7 2 2 11 Total 16 4 2 22

2) Dwt-Weighted average age

Dwt-Weighted Average Age of Vessels Owned Vessels Period

Chartered-in Vessels

Newbuild Vessels on

Order

Total

Handymax 16.29 15.66 - 16.17 Supramax 6.58 2.05 - 5.53 Total 11.47 8.23 - 10.77

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3) Bulk carriers

Vessel Name Original

DWT Age Design Classifica

tion Delivery

Date

Thor Dynamic 30/4/1991 43,497 20.43 Standard Bulk > 40,000

dwt BV

Thor Jupiter 18/08/1986 36,992 25.13 Box Shape Bulk (Box)

ABS

Thor Wave 30/07/1998 39,042 13.18 Open Hatch / Box Shape < 40,000

dwt ABS

Thor Wind 18/11/1998 39,087 12.87 Open Hatch / Box Shape Bulk (Box)

ABS

Thor Energy 16/11/1994 42,529 16.88 Open Hatch / Box Shape Bulk (Box)

NKK

Thor Endeavour 11/04/1995 42,529 16.48 Open Hatch / Box Shape Bulk (Box)

NKK

Thor Enterprise 28/07/1995 42,529 16.19 Open Hatch / Box Shape Bulk (Box)

DNV

Thor Harmony 21/03/2002 47,111 9.53 Open Hatch / Box Shape Bulk (Box)

DNV

Thor Horizon 01/10/2002 47,111 9.00 Open Hatch / Box Shape Bulk (Box)

BV

Thor Achiever 22/07/2010 57,015 1.73 Standard Bulk > 40,000

dwt BV

Thor Integrity 02/04/2001 52,375 10.50 Standard Bulk > 40,000

dwt BV

Thor Independence 20/12/2010 52,407 9.94 Standard Tess - 52 NKK Thor Infinity 21/12/2010 52,383 9.66 Standard Tess - 52 NKK

Thor Friendship 13/01/2010 54,123 1.71 Semi-Open /Box Shape Oshima -

53 NKK

Thor Fortune 15/06/2011 54,123 0.29 Semi-Open /Box Shape Oshima -

53 NKK

Thor Insuvi 02/07/2012 52,489 6.88 Standard Tess - 52 NKK ABS : Amercian Bureau of Shipping BV : Bureau Veritas DNV : Det Norske Veritas NKK : Nippon Kaiji Kyokai Source : TTA

Fleet Services

Thoresen Shipping’s tramp services derive revenues from: Voyage, or spot charters, which are chartered based on the current market rate; Time charters, whereby vessels are chartered to clients for a fixed period of time at rates that are generally fixed, but may contain a variable component, such as an inflation adjustment or a current market rate component; and COA’s, which are forward delivery contracts agreeing to the quantity of cargo to be carried for a client over a specified trade route within a fixed period of time. Throughout 2012, Thoresen Shipping’s bulk carrier vessels were deployed in trades which service the needs of clients in a blend of COA’s, time and spot charters both in the Atlantic and Pacific Oceans. Thoresen Shipping’s box shaped vessels, which are suitable for bulk cargoes but are specifically designed for unitised break bulk trades such as wood pulp, windmills, steel and pipes, have also been deployed in a blend of COA, period charter, and spot tramping. Thoresen Shipping’s box shaped vessels are also equally distributed between the Atlantic and Pacific Oceans.

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In connection with the charter of each of its vessels, Thoresen pays commissions to brokers associated with the charter, ranging from 1.25 percent to 3.75 percent of the total daily charter hire rate. Thoresen Shipping’s tramp business fluctuates with the supply and demand of dry bulk cargoes for charters on the basis of price, vessel location, size, age, and condition of the vessel, as well as on its reputation as an owner and operator. Clients The focus for Thoresen Shipping remained on core premium cargos with industrial majors coming into focus in 2012 as a result of an increasingly customer focused approach out of the Company’s new Singapore commercial hub. Over the last year, Thoresen Shipping has also increasingly taken advantage of spot-chartering opportunities for key clients with emergency requirements for ships in key markets where those clients have cargo but not assets. Chart : FY 2012 Cargoes

Source : TTA

Thoresen Shipping has made strong progress towards developing relationships with industrial majors by establishing a strong RightShip ranking, which acts as an index to measure key criteria for large industrial clients, such as BHP Billiton, Rio Tinto Shipping, and Cargill Ocean Transportation. Employees

As of 30 September 2012, Thoresen Shipping employee headcount in Singapore and Bangkok stood at 69. In addition, 630 seafarers were employed during the year. Thoresen Shipping boasts highly skilled former mariners, managing both the technical and commercial operations within the office in Bangkok. In Singapore, Thoresen Shipping’s commercial team is experienced and knowledgeable, and has under its belt deep industry relationships. Thoresen Shipping’s Managing Director, who joined in 2011, has leveraged his decades of experience both on-board and on–shore, managing towards implementing an industry-leading cost and revenue maximization strategy. During 2012, Thoresen Shipping appointed a commercial director to lead its Singapore office as well as a head of risk management.

The company plans to open its first European office in Copenhagen in the second quarter of fiscal year 2013.

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Competitive Landscape

The dry bulk industry is highly competitive and fragmented, with ownership of general cargo and dry bulk vessels from 15,000 to 60,000 deadweight tonnes divided amongst approximately 1,591 independent owners with 5,464 vessels.

Dry bulk also remains highly commoditized, with rates set by the availability of supply. As the cyclical downturn has continued through 2012, a number of carriers, particularly those carrying excess, inefficient tonnage, have found themselves in circumstances whereby they are unable to fulfill their contracts and must consider bankruptcy. Headwind and Tailwind Factors

The first two quarters of 2013 are expected to remain relatively flat throughout the industry, flowed by a moderate upturn in the later part of the year. China and developing Asia are expected to lead the way with more imports of dry bulk cargoes.

Chinese steel production projections show growth as high as 4 percent next year, with iron ore imports pacing growth by as much as 6-7 percent. As such, from a demand perspective, there should be some upward rate pressure in the second half of the year, followed by relatively steady growth in 2014 onwards.

On the supply side, as deliveries slow down and scrapping remains high, particularly in the early part of the year during which time freight rates will stay low, the global dry bulk fleet is expected to grow by about 6.7 percent in 2013.

Thoresen Shipping expects to maintain break even or marginal profitability in 2013, and will continue to focus on cost management, efficient dry-docking activity, and fleet profitability in Atlantic routes through its new European office in Copenhagen. Inter-island Petroleum and Gas Tankering

In April 2010, TTA invested USD 27.96 million for 38.83 percent of Petrolift Inc. (“Petrolift”). Subsequently, in January 2011, TTA further invested USD 0.84 million, bringing its shareholding in Petrolift to 40.00 percent.

Petrolift is the market leader for double-hulled tankers in the Philippine domestic tanker industry, which is an integral part of the Philippine petroleum transportation infrastructure given the geographical landscape and limited petroleum and gas pipeline feeding the country’s thousands of islands. Domestic demand for petroleum products remains steady, giving Petrolift stable and predictable cash flows through strong customer relationships and regular charters. The steady performance of this business unit helps to cushion the Transport Group from some of the impacts of cyclicality in the dry bulk sector. The fleet trades primarily within Philippine coastal waters and has a total capacity of approximately 41 million litres for transporting fuel products, such as refined petroleum, ethanol, and LPG. The ocean going tankers in the fleet have also traded regionally within Southeast Asia to serve the export and import transport requirements of its customers. Petrolift is an accredited contractor of tankering services for oil majors in the Philippines, and Majority of its existing fleet capacity is contracted under medium to long-term charters with these companies.

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Ship Agency

TTA owns four ship agency companies, making it the largest ship agency owner based in Thailand. Such four ship agency companies are:

1) Thoresen Shipping and Logistics Ltd. (“TSL”) which is one of the largest ship agency

companies in Thailand, handling more than 972 calls in 2012. The Naxco Group, which is a French-based ship agency and logistics group, owns 51 percent of TSL, while TTA owns 49 percent. The company has begun to expand by leveraging Naxco’s regional network across Indonesia, Vietnam, the Philippines, and Singapore to develop a freight forwarding business.

2) Gulf Agency Company (Thailand) Ltd. (“GAC”) is a medium-sized ship agency

company in Thailand, vessel calls increased to nearly 600 in 2012. GAC is an associate company of TTA, of which TTA and Gulf Agency Company Limited (Liechtenstein), own 51.0 percent and 49.0 percent, respectively.

3) Thoresen (Indochina) S.A. (“TI”) is a joint venture company in which TTA owns 50 percent and the remaining 50 percent is owned by private investors. TI handled more than 400 calls in 2012 and specializes in project cargo handling. In 2011, TI was successful in increasing its warehouse and logistics services in the Phu My district of South Vietnam.

4) PT Perusahaan Pelayaran Equinox (“Equinox”) is a small ship agency based in Indonesia, handling general ship agency activities and crewing from its Jakarta based office. TTA owns 49 percent of Equinox as of September 2012.

These four companies provide traditional ship agency services: port clearance, berthing, loading and discharging, cargo booking, supplying fuel, water, stores, vessel repairs, and crew changes. In addition, GAC specializes in a comprehensive range of supply chain and logistics solutions, which include air and sea freight, warehousing and distribution, door-to-door transportation, project logistics, international moving, and courier services.

Ship Brokerage Fearnleys (Thailand) Ltd. (“FTL”) is an associate company of which TTA and Fearnleys A/S (“Fearnleys”) of Norway own 49.00 percent and 51.00 percent, respectively. Fearnleys is one of the largest ship broking companies in the world with activities in providing consultancy with respect to dry cargo, oil and gas tanker, and vessel sale and purchase. FTL also has a 99.99 percent owned subsidiary, Fearnleys Shipbroking Private Limited, which provides dry cargo broking services in India, and a 100 percent owned subsidiary, Fearnleys Dry Cargo (Singapore) Pte. Ltd., which provides dry cargo broking services in Singapore. FTL engages in a competitive ship broking business with different owners and cargo charterers in Southeast Asia, as well as worldwide.

Middle East Operations Thoresen Shipping FZE (“TSF”), a wholly owned subsidiary of TTA, was established to act as Thoresen Shipping’s regional office in the Middle East and now acting as agents for various carriers. TSF provides cost effective cargo operations on vessels calling in the United Arab Emirates (“UAE”) and other ports in the Middle East. TSF attends to vessels in the UAE and coordinates the operation of a similar number of vessels in other Arabian Gulf ports. TSF has developed a special expertise in customs and cargo clearance and has executed over 4,000 cargo delivered to clients in the UAE, Oman, and other nearby destinations.

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2.2.2 Energy Group

The Energy Group’s key business is offshore oil and gas services. It also oversees two relatively smaller coal mining projects. Mermaid Maritime Public Company Limited (“Mermaid”), in which TTA holds a 57.14 percent stake, provides subsea engineering and offshore drilling services to major oil and gas companies or their contractors primarily in the Asia-Pacific and Middle East regions. Mermaid’s businesses tends to be cyclical in nature, with higher oil prices generally driving greater exploration and production spending and in turn, demand for offshore oil and gas services.

A Brief on Mermaid Mermaid commenced its operations in 1982 and was partially acquired by TTA in 1995. On 16 October 2007, Mermaid was successfully listed on the Singapore Stock Exchange (“SGX-ST”), raising SGD 246 million from its initial public offering of shares. On 14 October 2009, Mermaid raised an additional SGD 156 million through a rights issue to its existing shareholders. Today, Mermaid is one of a handful of Asian-based providers of offshore services. It operates principally through two business segments: offshore drilling services and subsea engineering services.

Subsea engineering services

Industry Overview The demand for subsea and remotely operated vehicles (“ROV”) services is driven primarily by the level of activity in the exploration, development, and production of crude oil and natural gas. Investment levels typically depend on oil companies’ cash flows, revenue and financing, the availability of new areas for exploration and development, and oil and gas prices. Oil prices ranged between USD 90 and USD 125 per barrel in 2012. Oil prices dropped about USD 35 per barrel during the second quarter of the year, but rebounded to about USD 100-115 per barrel, stabilizing at a level above the typical threshold price that oil and gas companies use for their development projects. Uncertainty stemming from the global economy has not slowed down exploration and production activities. On the contrary, current oil prices have renewed the confidence of oil majors, who have initiated many new projects globally.

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Chart : Historical Oil Price

Source : Fearnleys Securities

A year of gains for the industry

It has been a busy year for subsea contractors, with a flurry of tendering activity for new subsea contracts. The markets with the most momentum were the North Sea, Brazil, and the Gulf of Mexico, followed by Asia Pacific and West Africa, both of which are expected to improve when development of discovered fields commence. The increased demand for subsea construction, and very few new subsea vessels entering the market in recent years, has put upward pressure on the vessel day rates.

2007 2008 2009 2010 2011 2012 Trending

Type USD USD USD USD USD USD Offshore Construction Vessels

65 - 70 000 65 - 70 000 50 - 55 000 50 - 55 000 55 - 95 000* 65 - 110 000* ↗

Light Construction Vessels

45 - 55 000 45 - 55 000 45 - 55 000 40 - 50 000 50 - 60 000 50 - 60 000 ↗

Construction Support Vessels

35 - 45 000 35 - 45 000 40 - 45000 40 - 50 000 40 - 55 000 45 - 55 000 →

Note: Rates are based on a mix of public made information/contract awards, rates received in confidence and a general feeling of the market. The index is based on long term T/C contracts, i.e. 3 to 5 years, direct from vessel owner to 1st tier charterer. Rates do not include ROV’s or special top-side equipment. *A new breed of larger OCVs (150 m LOA+) entered the market in 2010 and as such we see a larger span between the low and high end of this vessel segment.

Four development trends driving the market

Fearnleys Offshore Supply points at four different development trends mainly affecting the demand for subsea vessels. First of all, the recent year’s large discoveries represent a pleasant “subsea market back-log”. Secondly, in addition to the already discovered reserves, it is likely that an extensive drilling boom in the short to medium term will lead to more discoveries and increase the back-log further. The third positive influencing factor for increased subsea demand is new technologies enabling producing fields to look for life extension and further development. Especially in the North Sea, there will be several subsea tie-back and fast track solutions to increase recovery from existing fields and infrastructure. The fourth, and final, indicator for increased demand is that 70 percent of all the new subsea development is expected to be installed in deep water of at least 1,500 feet, implying longer subsea campaigns and increased pressure on the current fleet. Africa and Brazil are taking the

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largest share of this deep water development, but areas, such as the North Sea, Gulf of Mexico, and South East Asia are also expected to benefit from this trend. While data relating to number of rigs and geographical location of exploration and production activities is a good indicator for development activity, another commonly used indicator for subsea activity is the number of subsea trees to be installed in various regions. Each well-head is connected to a topside facility or export pipe line, via a riser, and different subsea structures. The development in expenditures related to subsea structures indicates the demand for subsea installation capabilities.

Chart : Subsea Capex forecast

Source: Quest

The chart above indicates expected growth in all offshore regions, with Asia/Middle East markets experiencing the largest growth. According to Quest Offshore, 18 percent of the world’s annual subsea investment will be poured into this region by 2017.

Supply Trends

In anticipation of sustained demand on the back of high oil prices, the subsea order book has grown substantially in the last 12 months. After a period with very few orders, more than 20 new subsea vessels have been ordered since September 2011, most of which will enter the market in 2013-2015. Demand Trends

When analyzing the fundamental drivers of exploration and production, the need for increased long-term spending becomes apparent. Following are key observations: Global demand for oil is expected to rise at a rate greater than global production. This

creates a base for a stable and high oil price. Oil prices are expected to exceed the USD 100 per barrel trigger level, which could

lead to an upward revision in companies’ upstream budgets. Existing oil fields are expected to show a decline production rate of 4.5 percent. This

will need to be replaced by production from newly developed fields and/or enhanced oil recovery.

Oil companies are forced into deeper waters and harsher environments in their search for oil and gas.

The average size of new discoveries is steadily declining, which is likely to force oil companies to develop an increasing number of fields.

9 %18 %

26 %

30 %

21 %

26 %

27 %

15 %

17 %12 %

2012e 2017e 

North America 

North Sea 

South America 

Africa/Medit.

Asia Pacific/ Middle East 

+

+

+

‐

‐

Forecasted regional market  share 

$0 

$5 000 

$10 000

$15 000

$20 000

Total world wide Subsea CapexTotal world wide Subsea CapexTotal worldwide Subsea Capex Forecasted regional market share

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Business Review Subsea engineering services are provided through Mermaid Offshore Services Ltd. (“MOS”), Zamil Mermaid Offshore Services Company LLC, Subtech Limited, Subtech Qatar Diving & Marine Services LLC, Seascape Surveys Pte. Ltd., Seascape Surveys Ltd. and PT Seascape Surveys Indonesia (collectively, the “Subsea Division”). The Subsea Division’s services comprise diving and remote intervention by unmanned submersibles (“ROV”). A wide range of subsea engineering services are provided, including inspection, repair and maintenance, construction and installation support, and commissioning projects. As of 30 September 2012, the subsea fleet consists of nine subsea support vessels (including chartered-in vessels), three of which are specialized dive support vessels, and 12 ROV systems, including deepwater and ultra-deepwater heavy construction class systems. Apart from its key assets, the Subsea Division sub-contracts up to 400 specialist and marine personnel to work on its subsea engineering projects in addition to a permanent workforce.

Fleet and Diving Services

All vessels are classified by DNV or ABS, which are two of the leading classification societies. All vessels are subject to regular inspection by class surveyors, in addition to regular dry-docking and other planned maintenance. Another core competency for the Subsea Division is running its diving operations to world class standards, especially those set by the International Oil and Gas Producers Association (“OGP”). A number of new bids, including the one that Mermaid recently won from Saudi Aramco, include OGP certification as a main precondition.

The following details the Subsea Division’s core services:

Exploration services

Pre-installation surveys; rig positioning and installation assistance, subsea equipment maintenance.

Development services

Installation of subsea pipelines, flow lines, control umbilicals, manifolds, risers, pipe lay and burial, installation and tie-in of riser and manifold assembly; commissioning, testing, and inspection; and cable and umbilical lay and connection.

Production services

Inspection, maintenance, and repair of production structure, risers, pipelines, and subsea equipment

Table of Mermaid Subsea Fleet List:

No. Name of Vessels Vessel Type Calendar Year

Build Year

Purchase Year

1. Mermaid Commander DP2 Dive Support Vessel 1987 2005 2. Mermaid Endurer DP2 Dive Support Vessel 2010 2010 3. Mermaid Asiana DP2 Dive Support Vessel 2010 2010 4. Mermaid Siam DP2 Construction Barge 2002 2010 5. Mermaid Sapphire DP2 ROV Support Vessel 2009 2009 6. Mermaid Challenger General Utility Vessel 2008 2008 7. Mermaid Performer General Utility Vessel 1982 2006 8. Barakuda General Utility Vessel 1982 2010 9. Endeavour (Charter) DP2 ROV Support Vessel 2008 2012

(charter)

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Clients Clients include major and independent oil and gas producers and suppliers, pipeline transmission companies, and offshore engineering and construction firms. In 2012, subsea services were provided to over 20 clients. Employees

The Subsea Division relies on the high quality of its specialized workforce. As of 30 September 2012, MOS and its associated companies had over 500 personnel spread across Thailand, Qatar, Saudi Arabia and Indonesia. Competition The marine contracting industry is highly competitive. While price is a factor, the ability to acquire specialized vessels, attract and retain skilled personnel, and demonstrate a proven safety record is also important. The Subsea Division’s competitors include a number of local firms based in Asia and the Middle East as well as larger international companies based in Europe and the US, most of which are major Engineering, Procurement, Installation, and Commissioning (“EPIC”) contractors.

Headwind and Tailwind Factors With 10 percent growth year-on-year expected in term of spending and investment, prospects look positive for subsea engineering services. TTA takes the view that oil prices will remain above USD 100 per barrel in the medium term, spurring further industry growth and development. The strategy to expand beyond Thailand and South East Asia has begun to pay dividends. In early fiscal 2013, Mermaid announced a landmark diving contract which it will carry out as part of its new Middle East joint venture. The Middle East is expected to pace regional growth for the Subsea Division over the next few years. Offshore drilling services Industry Overview

Demand for drilling and related services is influenced by a number of factors, including the current and expected prices of oil and gas, as well as the level of activity in oil and gas exploration and production. Drilling operations (both exploration and production) are geographically dispersed throughout the world. The different types of drilling units employed depend on the water depths in which to drill, the stage of drilling (exploration/development/production) and the technical complexity of the well. For tender rigs, South East Asia is by far the most important geographical region, employing over 70 percent of the global fleet. Modern tender rigs have recently reported utilization rates as high as 100 percent, with older tender rigs slightly lower but still up to 85 percent. Day rates for newer tender rigs approached levels of around USD 130,000 in 2012. With high oil prices and increasing offshore activity, global jack-up demand has soared during 2012. For the premium segment, utilization rates have been stable above the 90 percent level, with day rates having established a foothold at around USD 150,000, up from a range of USD 100,000 to USD 120,000 the previous year.

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Business Review Mermaid Drilling Ltd. (“MDL”), a 95 percent-owned subsidiary of Mermaid, owns two tender drilling rigs and provides drilling and accommodation barge related-services in Southeast Asia. One rig, MTR-2, was employed throughout most of 2012, while the other rig, MTR-1, was converted into an accommodation barge and contracted towards the second half of the fiscal year. As these two rigs are approaching the end of their useful lives, Mermaid is exploring different options to renew its tender rig fleet. Asia Offshore Drilling Ltd. (“AOD”), the company founded by Mermaid to own and operate a modern fleet of high specification jack-up rigs, signed its inaugural contract for the first of its three rigs in October 2012 with total revenues of USD 236.5 million with Saudi Aramco. As of 30 September 2012, Mermaid held a 33.75 percent stake in AOD. Drilling Rig Fleet List

No. Name of Rigs Rig Type Calendar Year Build Year

Purchase Year

1. MTR-1 Accommodation Barge 1978 2005 2. MTR-2 Tender Assist Drilling Rig 1981 2005 3. AOR-1* Premium Jack-Up Rig 2013 2010 4. AOR-2* Premium Jack-Up Rig 2013 2010 5. AOR-3* Premium Jack-Up Rig 2013 2011 (*Under construction at Keppel FELS Limited’s yard in Singapore)

Both jack-up and tender drilling rigs require classification from a recognized classification society, which classify them based on structural integrity and safety. MDL’s tender drilling rigs are classified by international bodies such as Det Norske Veritas (“DNV”), American Bureau of Shipping (“ABS”), or Bureau Veritas (“BV”). MTR-1 is classified by ABS, and MTR-2 is classified by BV. Classification authorities inspect the tender drilling rigs annually. Tender drilling rigs are dry docked every five years and subject to a special periodic survey by these classification societies. AOR-1, which will be delivered to AOD in March 2013, will be subject to classification by ABS.

Fleet Services MDL’s contracts to provide offshore drilling services are individually negotiated and vary in their terms and provisions. MDL obtains most of its contracts through competitive bidding against other contractors. Drilling contracts generally provide for payment on a day rate basis, with higher rates while the drilling unit is operating and lower rates for periods of mobilization or when drilling operations are interrupted or restricted by equipment breakdowns, adverse environmental conditions, or other conditions often beyond MDL’s control. A day rate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells or covering a stated term. Some of MDL’s contracts with clients may be cancellable at the option of the client upon payment of an early termination payment. Such payments may not, however, fully compensate MDL for the loss of the contract. AOD’s three jack-up rigs are from the Mod V – B Class design, which is understood to be the preferred jack-up rig design by major drilling companies and used by oil companies in all shallow water areas of the world. The rigs are designed for year round operations in the areas of Gulf of Mexico, Indian Ocean, Southern North Sea, Coast of Middle East, Offshore

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India, Offshore Australia, Offshore New Zealand, and Offshore South East Asia. In today’s environment, rigs are typically contracted for durations of 300 days or longer, a trend that is expected to increase as demand soars while near term supply fades.

Clients

MDL engages in offshore drilling for leading international oil companies, including those that are both government-controlled and independent. As of 30 September 2012, both MTR-1 and MTR-2 were employed by Chevron Indonesia, as an accommodation barge and a drilling rig, respectively. MTR-2’s contract finished in November 2012, and the rig is undergoing its special periodic survey and will not be out of the yard until February 2013. AOR-1 has been contracted to Saudi Aramco, the largest oil and gas company in the world, and will begin its employment in June 2013.

Employees MDL requires highly skilled personnel to operate its drilling rigs. As a result, MDL conducts extensive personnel recruiting, training and safety programmes. As of 30 September 2012, MDL had 168 staff and personnel.

Competition

MDL’s primary competitors include global or regional offshore drilling companies, including Malaysian offshore services company SapuraKencana, which in November 2012 agreed to buy the tender rig business of Seadrill in a deal valued at USD 2.9 billion. The deal will make SapuraKencana the largest operator of tender rigs in the world. The majority of the tender rigs operate in South East Asia, on contracts ranging between one to three years. The market for tender rigs is a niche market that generally experience the same cycles as the market for other mobile offshore drilling units in general, and with jack-ups in particular. South East Asia is the biggest market for tender rigs, followed by West Africa. The level of activity for tender rigs in South East Asia has remained relatively high. Total active supply comprise 20 units, of which 17 are currently on contract (15 operating in South East Asia), one is currently at the yard and available, while two are cold stacked. In addition, a total of eight tender rigs are under construction. The total active supply of semi-tenders is nine units, of which one is cold stacked, eight is currently working and three are under construction. Headwind and Tailwind Factors

There are over 604 fixed platform sites in South East Asia, many of which prefer tender rigs since the seabed around these platforms are often perforated by jack-up footprints. As a result of limited supply, particularly of newer rigs, day rates and contract duration are all pegged to increase. More new-build orders are expected to surface due to favorable economics – an area MDL will explore closely in 2013. As the premium jack-up fleet is closing in on full utilization and the majority of the most technically capable conventional jack-ups have returned to work, day rates are expected to continue to trend higher. Premium jack-up rigs are receiving premiums of up to USD 50,000 per day, a trend that is also expected to continue with operators favoring modern assets. With these numbers in mind, Mermaid’s investment in AOD proves to have been

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optimally timed, underscored by AOD’s deal with Saudi Aramco at excellent day rates, closed five months in advance of rig delivery.

Coal Mining Businesses Given the critical importance of coal as a fuel source for developing Asia, and TTA’s existing involvement in coal transport, the Company has invested in two early stage/start-up coal projects: one in the Philippines and another in Indonesia.

Philippines Mine

TTA holds a minority interest of 24.31 percent in Merton Group (Cyprus) Ltd. (“Merton”), a Hong Kong based group founded by a veteran mining/metals industry professional to pursue early stage/start-up coal projects. Merton’s joint venture with SKI Group, SKI Energy Resources Inc. (“SERI”) controls over 12,000 hectares of coal concessions in Cebu, Philippines. Domestic coal demand in the Philippines is expected to remain strong given the heavy reliance on coal for power generation. An approximate 1,300 MW in additional capacity has been committed, but this number represents a mere fraction of anticipated demand growth. As over 80 percent of the coal consumed in the Philippines is imported, largely from Indonesia, domestic sources of quality thermal coal will find an enthusiastic market. TTA’s plan to directly invest in its Philippines coal venture by converting debt into equity (announced in November 2011) has not been approved by local regulators. As a result, SERI’s financial position has weakened, and the venture is not able to produce sufficient coal to reach break-even cash flows. As the outlook for the coal market in the Philippines is expected to say resilient, TTA remains committed to finding alternative ways to recapitalize the project in order to realize its potential.

Indonesian Mine In March 2011, TTA entered into a strategic partnership to establish a new company, Qing Mei Pte. Ltd. (“Qing Mei”) to develop a green field coal-mining project in Indonesia. The partnership includes TTA, Merton and Britmar (Asia) Pte. Ltd. (“Britmar”). Each partner holds an equal 33.3 percent share of approximately USD 9.0 million initial capital of Qing Mei. Qing Mei acquired a 70 percent interest in four coal concessions, totaling 33,000 hectares in Central Kalimantan. Domestic power demand is expected to soar, with state power monopoly PLN predicting domestic coal demand would increase by over 60 percent in the next three years, from 58 million tonnes in 2012 to 96 million tonnes in 2015, potentially limiting exports in favour of domestic use. Exploration at Qing Mei’s concessions continue to Joint Ore Reserves Committee (“JORC”) standards, with a full-scale drilling programme almost completed on one of the concession’s four blocks and preliminary drilling done on the concession’s other three blocks. 2.2.3 Infrastructure Group

The Infrastructure Group comprises a number of businesses that are ultimately engaged in logistics services. The two key businesses are Unique Mining Services Public Company Limited (“UMS”) and Baconco Co., Ltd. (“Baconco”).

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Coal Logistics Business Industry Overview Thailand’s projected economic growth and energy demands will increasingly be met by coal, as supplies of natural gas will decrease in the Gulf of Thailand. Although coal demand in Thailand has been historically lower than most South East Asian and North Asian countries, the country’s coal demand for both industry and electricity generation is set to increase significantly over the next ten years. As shown in the following chart, coal reserves fall into a number of classifications, each suited for a specific type of end user.

On the strength of increased demand for both industrial use and electricity generation, coal consumption is expected to nearly double over the next 20 years.

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Chart : Actual and Projected Coal Demand in Thailand

Source: EGAT

The use of coal as an energy source can significantly reduce production costs and there appears to be an increasing trend in manufacturing to convert from fuel oil to coal in order to enhance competitiveness over the long-term. With oil prices exceeding USD 100 per barrel, coal represents an efficient energy source. At the same time, natural gas is fairly limited in Thailand, and bio-fuel supplies have proven inconsistent. Taking these factors together, there is strong rationale for the growth of popularity of coal as an increasingly reliable, cost effective, and efficient source of energy. Business Review

UMS provides end-to-end and just-in-time coal logistics sales and distribution services in Thailand. It owns two coal screening facilities, 12 barges and 15 trucks, which are used to serve the increasing local coal demand of small and medium-sized industrial clients that use coal-fired boilers. It has integrated with businesses from TTA’s Transport Group through the appointment of Fearnleys (Thailand) Ltd. (“FTL”) as one of its primary brokers and the use of Thoresen Shipping to transport coal from Indonesia to Thailand. The just-in-time supply model means that UMS manages a coal supply chain including stock pile management and storage, ensuring coal supply security and continuous coal supply for its customers. Therefore, customers’ lead time for ordering is only one day in advance on average and most importantly, customers are not required to manage their own stock piles and storage. A significant challenge for the business has resulted from the closure of UMS’ facility in Samut Sakorn by provincial authorities in July 2011 due to environmental protests targeted at coal operators in a nearby district. This order to cease coal operations has impacted all five coal operators in Samut Sakorn. As a result of this issue, UMS has been operating from its alternative plant in Ayudhya, while working with the Samut Sakorn authorities on a resolution for re-opening its second plant. A major pre-condition to the reopening of the plant is for UMS to clear out its remaining 0-5 mm coal inventory no later than February 2013. This has resulted in aggressive sales to cement plants located in Saraburi province, thereby forcing UMS to incur much higher transportation costs. The situation has been further complicated by the fact that much of the 0-5 mm coal in the Samut Sakorn plant was purchased during 2009-2011, when coal prices were considerably higher than they are today. That coal had previously been earmarked as part of

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UMS’ strategy to implement a granular coal solution from its 0-5 mm coal, enabling it to reap higher returns and wider margins. While UMS continues to work towards meeting the conditions set out by the authorities to reopen its Samut Sakorn plant (Suan Som plant), which also include improving waste water management and carrying out port renovations to enhance dust control, contingency plans are being explored, including the opening of a third site. Once the situation is resolved, UMS is expected to return to profitability quickly, serving the large number of coal users in the province. During fiscal 2012, UMS managed to sell 283,000 metric tonnes of 0-5 mm coal from its Samut Sakorn plant, and had a remaining inventory of 180,000 metric tonnes. Clients UMS’ core clients typically use low calorific value (sub-bituminous with heating value 4,000–4,200 kcal/kg at gross as received) coal, which it secures from no less than 10 reputable suppliers in Indonesia. UMS sells coal to several domestic industries, including pulp and paper, textile, food processing, and cement. UMS’ coal import strategies have been adapted to match the engineering specifications of the boilers used by each type of industrial client it serves. The Company’s strategic objective is to be the leader in domestic coal distribution for medium and small sized manufacturers. Competition Thailand’s coal distribution business has approximately 20 operators. Of these, approximately 15 compete directly with UMS in the small and medium sized enterprise (“SME”) segment. UMS is the market leader in this area with a market share of approximately 35 percent. Headwind and Tailwind Factors during 2013-2014

The impacts of the European and US economic slumps did not have a noticeable effect on domestic coal demand, which is expected to continue to trend upward as a result of the manufacturing industry converting from fuel oil to coal. UMS has also observed a trend in upward demand for coal alternatives such as palm kernel shell, which UMS has started to import from Indonesia to market to domestic customers who burn bio-mass for energy. This product has the potential for higher margins and is expected to at least partially offset losses from 0-5 mm coal sales during the first two quarters of 2013. Ultimately, UMS’ outlook will depend on its ability to negotiate a solution with the provincial authorities for a timely reopening of the plant, which if all preconditions are met, can resume full operations no earlier than April 2013. Fertiliser and Warehousing Business Industry Overview: Fertiliser Business

It is estimated that Vietnam consumes approximately seven million tonnes of fertiliser per annum, a level that industry experts believe will remain stable for the next two to three years, with modest increases of 2-3 percent.

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Chart : Vietnam Fertiliser Consumption

Fertiliser is mainly composed of nitrogen, phosphate and potassium: Nitrogen (N) – used to produce leafy growth and formation of stems and branches; Phosphate (P) – essential for seed germination and root development, needed particularly by young plants to form their root systems and by fruit and seed crops; Potassium (K) – required to promote flower and fruit production and for maintaining growth while helping plants resist diseases. Vietnam can now produce and supply Nitrogen adequately for the domestic market. Phosphate raw materials are sourced both domestically and through imports, while 100 percent of Potassium raw materials need to be imported. Industry Overview: Warehousing Business

The industrial market in Vietnam is divided into three key economic zones, the Northern Key Economic Region (“NKER”), the Central Key Economic Region (“CKER”) and the Southern Key Economic Region (“SKER”), with the greatest concentration of industrial parks found in the latter. There are 10 industrial parks in the vicinity of Ba Ria and Phu My Port alone. Vietnam’s port systems are going through significant upgrading, particularly those that are state owned but infrastructure remains a barrier for yards and warehousing systems to accommodate both containers and bulk cargos. Warehouse development and availability, as well as professional logistics management, are expected to be key factors in supporting Vietnam’s port infrastructure and industrial sector. Within the SKER, warehouses in strategic locations like airports and ports can command in excess of USD 5.0 per square metre per month excluding VAT and other fees. This is in comparison to warehouses with lower standards residing outside of strategic locations, which generate as little as USD 1.5 to USD 2.5 per square metre per month. Business Review The investment in Baconco Co., Ltd. (“Baconco”) represented TTA’s first strategic move towards building an integrated logistics business in South Vietnam. Baconco is located on a 56,000-squaremetre site in Phu My and is adjacent to Baria Serece. Besides fertiliser production, Baconco also provides warehousing services. Baconco operates a 350,000 metric tonne per annum blending and NPK fertiliser granulation/compaction production unit. In addition to the sale and distribution of its own

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products, Baconco also exports and is a supplier of pesticides and seeds. Baconco has recently made a push to boost exports, which more than doubled year-on-year to 60,700 tonnes, establishing a strong reputation for its distinctive “Stork” brand in markets such as Africa, Taiwan, Korea, Cambodia and Laos. Baconco continues to innovate and diversify its products utilizing chemical, physical and biological processes in fertiliser production. Baconco marketed over 80 distinct formulas and provided customized formulas for its top five customers.

Baconco Fertiliser Production Processes

Source : World Coal Institute

Baconco is located next to Phu My Port allowing the Company to leverage its strategic location to expand into warehousing. With TTA’s acquisition of a 20 percent stake in Baria Serece which controls the port, Baconco has emerged as a strong partner to Phu My port. Baconco operated 10,000 square metres of warehouse space in 2012 at approximately 90 percent capacity, and in the second quarter of fiscal 2012, acquired a new 50,000 square metre piece of land using its own cash reserves. By the second quarter of fiscal 2013, about 27,000 square metres of brand new warehouse space will be unveiled. TTA’s subsidiaries i.e., Thoresen (Indochina) S.A. and Thoresen-Vinama Agencies Co., Ltd (“TVA”), have established themselves as Baconco’s third party logistics provider, closing the loop on near complete integration of the entire value chain. As an example, cargo from a client’s factory can be picked by TVA’s trucks and trailers, stored in Baconco’s warehouses, loaded onto a vessel at Baria Serece utilizing labour provided by TVA, and with ship agency services supplied by Thoresen (Indochina) S.A. Clients

For its fertiliser business, Baconco continues to consolidate its network to approximately 200 wholesalers and 4,000 retailers. Its warehouse clients are made up of its own fertiliser wholesalers, bottlers, raw material importers and steel pipe manufacturers.

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Competition Competition is significant in the Vietnam market with over 500 producers, many of them state owned. The largest, Petro Vietnam has completed building its urea production facility in Phu My industrial park. Previous plans by Petro Vietnam to build an NPK factory in South Vietnam have been discontinued.

Headwind and Tailwind Factors during 2013-2014

While the Vietnam fertiliser market remains fairly consistent from a growth perspective, the increased use of single fertiliser (direct application) as opposed to NPK is dependent on raw material prices. If there is an increasing trend in raw material prices, prices of NPK would increase, thus driving some farmers towards single fertiliser use. However, as single/direct application does not provide the required nutrients for the land and crop, yields may not be as high. Baconco maintains low levels of raw material inventories and produces in controlled capacities. It is therefore able to stabilize prices and margins on a continuous basis. Port operations business

In 2010, Soleado acquired a 20 percent stake in Baria Joint Stock Company of Service for Import and Export of Agro Forestry Products and Fertilisers (“Baria Serece”) from Yara Asia Pte. Ltd. Baria Serece owns and operates Phu My port in South Vietnam. Phu My port is situated on the Thi Vai River, approximately 17 miles from the open sea and is adjacent to Phu My industrial park. The port is Vietnam’s largest dry cargo deep-water port, is able to receive up to seven million tonnes of agricultural products, coal, and fertiliser per year. The port’s fifth shore crane was installed in 2012 and is now operational. In addition, Baria Serece has completed its 453 metre quay upgrade project and has received a license to operate domestic and international general cargo vessels of up to 80,000 DWT. As such, the facility is favoured among Handymax, Supramax and Panamax operators, as no lighter is needed prior to arrival.

Ship Supplies, Logistics, Ship Stevedoring and Transportation

Chidlom Marine Services & Supplies Ltd. (“CMSS”), a wholly-owned subsidiary of TTA, provides ship supplies and logistics services, including supply of ship stores, cargo dunnage materials, cargo lashing and securing equipment, cargo handling equipment, tally and checker services, forklift rental/services, warehouses and storage spaces for rental, material procurement, management, and distribution in Thailand. CMSS also provides ship stevedoring and transportation services, including cargo loading and unloading, cargo handling, and transportation. Third Party Logistics Services

In October 2006, GAC Thoresen Logistics Ltd. (“GTL”) was established to serve the Thai domestic logistics market. TTA owns 51.00 percent of GTL, with the remaining 29.00 percent and 20.00 percent owned by Gulf Agency Company (GACL) (for purposes of compliance with warehouse regulations) and Mr. Lars Safverstrom, the president of the Gulf Agency Company, respectively. The company owns a 10,000 square metre warehouse facility at Amata Nakorn Industrial Estate, Chonburi, Thailand to provide logistics services and leases a 6,000 square metre warehouse facility at Bang Pa in Industrial Zone, Thailand.

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GTL is a third party logistics (“3PL”) service provider that engages in warehousing, warehouse management, and distribution for both local and multinational clients. The company operates in a niche environment and has secured mid to long-term contracts with a selected number of clients. The warehouse facilities operated at full capacity throughout 2012.

3. Assets Used in Business Operation

The total assets of Thoresen Thai Agencies Plc. and its subsidiaries as of 30 September 2012 were Baht 42,560,426,594, of which 24.7 percent was derived from the current assets, mainly consisting of cash and cash equivalents, trade accounts receivable, inventories and other current assets. The remaining portion of 75.3 percent was mainly derived from investments and property, plant and equipment.

Total assets that appear in the Company’s consolidated financial statement were mainly owned by the Company and its subsidiaries.

According to the Company’s consolidated financial statement as of 30 September 2012,

the Company and its subsidiaries’ property, plant and equipment, stated at net cost, was at Baht 25,768,942,547, representing 60.5 percent of the total assets.

Book Value – Net (Baht’000)

Land 618,167Buildings and Factories 850,589Building Improvements 68,783Ocean Vessels, Support Vessels, Supply Vessels and Tender Rigs

20,253,353

Furniture, Fixtures, Machinery and Equipment 1,709,648Motor Vehicles 43,123Motor Launches 564Barges 100,671Construction in Progress 2,124,045Total 25,768,943 Obligations Two ocean vessels have been mortgaged with financial institutions as collateral for loan facility

at a total value of USD 7.5 million (2011: USD 396 million). Six ocean vessels owned by subsidiaries have been mortgaged with financial institutions as

collateral for their loans at a total value of USD 95.0 million (2011: USD 117.6 million). Two subsea vessels and a tender rig are mortgaged with various banks as collateral for bank

overdraft and loan facilities for a total value of Baht 1,359.5 million and USD 110.0 million (2011: Baht 1,353.0 million and USD 117.6 million).

Twelve barges have been mortgaged with a bank as collateral for its bank overdrafts and long-term loans for a total value of Baht 125.0 million (2011: Baht 125.0 million).

Certain land and buildings of the Group have been mortgaged with various banks as collateral for loan facilities, bank overdraft facilities, and letters of guarantee for a total value of Baht 925.0 million (2011: Baht 925.0 million).

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4. Board of Directors, Management, and Top Ten Major Shareholders 4.1 List of Board of Directors as of 30 January 2013

1) Mr. Prasert Bunsumpun Chairman of the Board / Chairman of Executive Committee

2) Mr. Chalermchai Mahagitsiri Executive Vice Chairman /Member of Risk Management Committee

3) M.L. Chandchutha Chandratat President & Chief Executive Officer / Member of Executive Committee

4) Mr. Santi Bangor Chairman of Corporate Governance Committee / Member of Audit Committee / Independent Director

5) Mr. Krish Follett Chairman of Audit Committee / Chairman of Risk Management Committee / Independent Director

6) Mr. Cherdpong Siriwit/1 Independent Director 7) Mr. Chia Wan Huat Joseph Member of Executive Committee / Member of

Corporate Governance Committee 8) Ms. Ausana Mahagitsiri Member of Nomination and Remuneration

Committee/Member of Corporate Governance Committee

9) Mr. Ghanim Saad M. Alsaad Independent Director Al-Kuwari/2

10) Mr. Mohammed Bin Rashed Independent Director Bin Ahmad Bin Muftah Al Nasseri/1

Notes: /1 Directors appointed by virtue of the resolution of the Annual General Meeting of Shareholders of the Company to replace the directors who were retired by rotation. The Company is registering the change of the directors with the Department of Business Development, Ministry of Commerce. /2 Director retired by rotation and reappointed as a director for another term by virtue of the resolution of the Annual General Meeting of Shareholders of the Company

List of Subcommittees as of 30 January 2013 4.1.1 Audit Committee

1) Mr. Krish Follett Chairman 2) Mr. Santi Bangor 3) (on the appointment process)*

Note: *Mr. Peter Stokes’ term of directorship ended on 30 January 2013. Since he was also a member of the Audit Committee, one position in the Audit Committee is vacant.

4.1.2 Nomination and Remuneration Committee 1) (on the appointment process)* Chairman 2) (on the appointment process)** 3) Ms. Ausana Mahagitsiri

Notes: *Dr. Pichit Nithivasin’s term of directorship ended on 30 January 2013. Since he was also a Chairman of the Nomination and Remuneration Committee, such position is vacant.

** Mr. Oral Wilson Dawe resigned from his director position with effect on 26 December 2012 since he was also a member of the Nomination and Remuneration Committee, one position in such committee is vacant.

4.1.3 Corporate Governance Committee 1) Mr. Santi Bangor Chairman 2) Mr. Chia Wan Huat Joseph 3) Ms. Ausana Mahagitsiri

4.1.4 Risk Management Committee 1) Mr. Krish Follett Chairman 2) (on the appointment process)* 3) Mr. Chalermchai Mahagitsiri 4) M.L. Chandchutha Chandratat 5) Mrs. Thitima Rungkwansiriroj

Notes: ** Mr. Oral Wilson Dawe resigned from his director position with effect on 26 December 2012. Since he was also a member of the Risk Management Committee, one position in such committee is vacant.

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4.2 List of Executive Directors as of 30 January 2013

1) M.L. Chandchutha Chandratat President & Chief Executive Officer 2) Mr. David Lawrence Ames Executive Vice President, Transport 3) Mr. Vichai Chuensuksawadi Executive Vice President, Infrastructure 4) Mr. Prithayuth Nivasabutr Executive Vice President, Corporate

Business Services 5) Ms. Urai Pluemsomran Executive Vice President, Corporate Risk,

Internal Audit, and Compliance 6) Mrs. Thitima Rungkwansiriroj Executive Vice President, Corporate Finance

and Accounting 7) Mrs. Penroong Suwannakudt Executive Vice President, Corporate Human

Resources Note: The Board of Directors’ meeting No. 5/2013, held on 30 January 2013 resolved to appoint Mr. Chalermchai Mahagitsiri as Executive Vice Chairman, with effect from 1 February 2013 onwards.

4.3 List of Top Ten Major Shareholders as of 8 January 2013 (Latest closure date of share register book)

No. Name No. of shares

% of shareholding

1. Mr. Chalermchai Mahagitsiri 100,313,700 14.172. RAFFLES RESOURCES 1 LTD 35,459,400 5.013. Ms. Ausana Mahagitsiri 27,417,100 3.874. Thai NVDR Co., Ltd. 22,256,815 3.145. Mr. Prateep Tangmatitham 15,290,400 2.166. KGI Securities (Thailand) Plc. 8,698,800 1.237. NORTRUST NOMINEES LTD. 5,285,160 0.758. EAST FOURTEEN LIMITED-DIMENSIONAL

EMER MKTS VALUE FD 5,034,900 0.71

9. Mr. Nurak Mahatthana-arnon 5,000,000 0.7110. Mrs. Suvimol Mahagitsiri 4,600,000 0.65

5 History of Capital Increases and Dividends Payment for the Past Three Years

5.1 History of Capital Increases

Date Previous New

Registered Paid-up Registered Paid-up

Jan. 2005 770,000,000 643,684,422 693,684,422 643,684,422

Jun. 2007 643,684,422 643,684,422 868,684,422 643,684,422

Jan. 2009 818,684,422 643,684,422 933,052,865 643,684,422

Feb. 2009 933,052,865 643,684,422 933,052,865 708,004,413

Jan. 2010 933,052,865 708,004,413 933,004,413 708,004,413

Feb. 2011 933,004,413 708,004,413 833,004,413 708,004,413

Jan. 2012 833,004,413 708,004,413 783,004,413 708,004,413

Dec. 2012 783,004,413 708,004,413 708,004,413 708,004,413 Source: SETSMART

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5.2 Dividend Payout Policy The timing and amount of dividends, if any, will depend on the Company’s operational

results, financial condition, cash requirements and availability, restrictions in financing agreements, and other factors deemed relevant by our Board. Because the Company is a holding company with no material assets other than the shares held in the subsidiaries and affiliates, the Company’s ability to pay dividends to shareholders depends on the earnings and dividend distributions of the Company’s subsidiaries and affiliates.

TTA has established a policy to distribute dividends of at least 25 percent of the

consolidated net profit after tax but excluding unrealized foreign exchange gains or losses, subject to the Company’s investment plans and other relevant factors. The Board may review and revise the dividend policy from time to time to reflect the Company’s future business plans, the needs for investment, and other factors, as the Board deems appropriate. However, dividend distributions may not exceed the retained earnings reported in the financial statements of the Company only.

The declaration and payment of dividends will always be subject to Thai law. For example, Thai law prescribes that the declaration and payment of dividends is subject to the discretion of the shareholders’ meeting on the recommendation of the Board (for final dividends) or at the discretion of the Board (for any interim dividends). Furthermore, Thai law generally prohibits the payment of dividends other than from profits (net profits plus retained earnings less any accumulated losses) and provided that the company first maintains a minimum reserve fund of 10 percent of the capital of the company, or higher if determined by company regulations, and cannot be made while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

Most of TTA’s subsidiaries have adhered to a policy to pay dividends to TTA at not less

than 70 percent of their net profit, except for the smaller shipping services companies, Mermaid, and UMS. As listed companies on the SGX-ST and MAI, respectively, their Board of Directors must apply the same level of care and judgment when recommending dividends as the TTA Board. Mermaid’s and UMS’s possible dividend payments will depend on various factors, including return on equity and retained earnings, expected financial performances, projected level of capital expenditures and other investment plans, and restrictions on payment of dividends that may be imposed by its financing arrangements.

5.3 History of Dividend Payments for the past three years

Date of Payment Type of Dividends Dividend Amount

24 Feb. 2009 Stock dividend 10:1 shares 24 Feb. 2009 Cash dividend 0.75 Baht / share 23 Feb. 2010 Cash dividend 0.54 Baht / share 23 Mar. 2011 Cash dividend 0.26 Baht / share 18 Jul. 2011 Cash dividend 0.50 Baht / share 23 Feb. 2012 Cash dividend 0.50 Baht / share

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6 Information of Subsidiaries The Company’s investments of more than 10 percent of the interests in other companies, as of 30 September 2012 are as follows:

No. Name of Company Type of # of Paid- # of Shares % of Par

Shares Up Shares Held Holding Value

Transport Group

Type of Business : International Maritime Transportation

1 Thoresen & Company (Bangkok) Limited Ordinary

9,470,000

9,470,000 99.9 10

26/26-27 Orakarn Building, 8th Floor Chidlom Road, Lumpinee, Pathumwan Bangkok 10330 Preference 3,030,000 3,029,994 Tel. : +66 (0) 2250-0569 Fax. : +66 (0) 2254-9417

2 Thor Jupiter Shipping Co., Ltd. Ordinary 974,000 973,993 99.9 100

3 Thor Wind Shipping Co., Ltd. Ordinary 2,000,000 1,999,993 99.9 100

4 Thor Wave Shipping Co., Ltd. Ordinary 2,000,000 1,999,993 99.9 100

5 Thor Harmony Shipping Co., Ltd. Ordinary 3,500,000 3,499,993 99.9 100

6 Thor Dynamic Shipping Co., Ltd. Ordinary 3,600,000 3,599,993 99.9 100

7 Thor Integrity Shipping Co., Ltd. Ordinary 3,850,000 3,849,993 99.9 100

8 Thor Enterprise Shipping Co., Ltd. Ordinary 6,300,000 6,299,993 99.9 100

9 Thor Energy Shipping Co., Ltd. Ordinary 10,000,000 9,999,993 99.9 100

10 Thor Endeavour Shipping Co., Ltd. Ordinary 11,000,000 10,999,993 99.9 100

11 Thor Merchant Shipping Co., Ltd. Ordinary 200,000 199,994 99.9 100

12 Hermes Shipping Co., Ltd. Ordinary 270,000 269,994 99.9 100

13 Thor Star Shipping Co., Ltd. Ordinary 300,000 299,993 99.9 100

14 Thor Skipper Shipping Co., Ltd. Ordinary 300,000 299,993 99.9 100

15 Thor Sailor Shipping Co., Ltd. Ordinary 300,000 299,993 99.9 100

16 Thor Mariner Shipping Co., Ltd. Ordinary 350,000 349,994 99.9 100

17 Thor Sun Shipping Co., Ltd. Ordinary 400,000 399,993 99.9 100

18 Thor Spirit Shipping Co., Ltd. Ordinary 400,000 399,993 99.9 100

19 Thor Sky Shipping Co., Ltd. Ordinary 400,000 399,993 99.9 100

20 Thor Sea Shipping Co., Ltd. Ordinary 400,000 399,993 99.9 100

21 Thor Trader Shipping Co., Ltd. Ordinary 450,000 449,993 99.9 100

22 Thor Traveller Shipping Co., Ltd. Ordinary 450,000 449,993 99.9 100

23 Thor Orchid Shipping Co., Ltd. Ordinary 472,500 472,493 99.9 100

24 Thor Confidence Shipping Co., Ltd. Ordinary 500,000 499,993 99.9 100

25 Thor Nautilus Shipping Co., Ltd. Ordinary 500,000 499,993 99.9 100

26 Thor Mercury Shipping Co., Ltd. Ordinary 600,000 599,994 99.9 100

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No. Name of Company Type of # of Paid- # of Shares % of Par

Shares Up Shares Held Holding Value

27 Thor Triumph Shipping Co., Ltd. Ordinary 600,000 599,993 99.9 100

28 Thor Lotus Shipping Co., Ltd. Ordinary 630,000 629,993 99.9 100

29 Thor Jasmine Shipping Co., Ltd. Ordinary 700,000 699,993 99.9 100

30 Thor Champion Shipping Co., Ltd. Ordinary 750,000 749,993 99.9 100

31 Thor Venture Shipping Co., Ltd. Ordinary 750,000 749,993 99.9 100

32 Thor Guardian Shipping Co., Ltd. Ordinary 750,000 749,993 99.9 100

33 Thor Nautica Shipping Co., Ltd. Ordinary 753,000 752,993 99.9 100

34 Thor Pilot Shipping Co., Ltd. Ordinary 800,000 799,993 99.9 100

35 Thor Navigator Shipping Co., Ltd. Ordinary 990,000 989,993 99.9 100

36 Thor Transit Shipping Co., Ltd. Ordinary 1,000,000 999,993 99.9 100

37 Thor Alliance Shipping Co., Ltd. Ordinary 1,060,000 1,059,993 99.9 100

38 Thor Commander Shipping Co., Ltd. Ordinary 1,150,000 1,149,993 99.9 100

39 Thor Tribute Shipping Co., Ltd. Ordinary 1,170,000 1,169,993 99.9 100

40 Thor Neptune Shipping Co., Ltd. Ordinary 1,380,000 1,379,993 99.9 100

41 Thor Captain Shipping Co., Ltd. Ordinary 1,530,000 1,529,994 99.9 100

42 Thor Nexus Shipping Co., Ltd. Ordinary 1,857,000 1,856,993 99.9 100

43 Thor Master Shipping Co., Ltd. Ordinary 1,880,000 1,879,993 99.9 100

44 Thor Transporter Shipping Co., Ltd. Ordinary 2,000,000 1,999,993 99.9 100

45 Thor Nereus Shipping Co., Ltd. Ordinary 2,128,000 2,127,993 99.9 100

46 Thor Nectar Shipping Co., Ltd. Ordinary 2,541,000 2,540,993 99.9 100 Note : The registered office address of companies in items No. 2-46 is 26/32 Orakarn Building, 10th Floor, Soi Chidlom Ploenchit Road, Lumpinee, Pathumwan, Bangkok 10330 Tel. : +66 (0) 2250-0569 Fax. : +66 (0) 2254-8437

Type of Business : International Maritime Transportation

47 Thoresen Chartering (HK) Limited Ordinary 500,000 499,999 99.99 HKD 1

Suite B 12/F Two Chinachem Plaza

135 Des Voeux Road Central, Hong Kong

48 Thoresen Shipping Singapore Pte. Ltd. Ordinary 272,828,400 272,828,400 100.0 SGD 1 78 Shenton Way, #04-02,

Singapore 079120

Tel. : +65 6578-7000

49 Thoresen Shipping Germany GmbH Ordinary 25,000 25,000 100.0 Euro 1

Stavendamm 4a, 28195

Breman, Germany

Tel. : 421 336 52 22

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No. Name of Company Type of # of Paid- # of Shares % of Par

Shares Up Shares Held Holding Value

50 PT Perusahaan Pelayaran Equinox Ordinary 24,510 12,010 49.0 1,000,000

Globe Building 4th & 5th floor Rupiah

Jalan Bancit Raya Kav.

31-33, Jakarta, Indonesia 12740

Tel: +6221 7918 7006

Type of Business : Ship Agency

51 Thoresen Shipping and Logistics Ltd. Ordinary 500,000 245,000 49.0 100 26/26-27 Orakarn Building, 8th Floor Soi Chidlom, Ploenchit Road, Lumpinee Pathumwan, Bangkok 10330 Tel. : +66 (0) 2254-0266

52 Gulf Agency Company (Thailand) Ltd. Ordinary 22,000 11,215 51.0 1,000 26/30-31 Orakarn Building, 9th Floor Soi Chidlom, Ploenchit Road, Lumpinee Pathumwan, Bangkok 10330 Tel. : +66 (0) 2650-7400

53 Thoresen Shipping FZE Ordinary 1 1 100.0 550,550

1901-19th Floor, Golden Tower Dirhams

Opp. Marbella Resort, Al Buhairah Corniche

Road, Sharjah, UAE.

Tel. : 971-6-574 2244

54 Thoresen (Indochina) S.A. Ordinary 2,500 1,250 50.0 USD 100

17th Floor, Petroland Tower

12 Tan Trao Street, Tan Phu Ward,

District 7, Ho Chi Min City, Vietnam

Tel. : +84 8 5411 1919

Type of Business : Ship Brokerage

55 Fearnleys (Thailand) Ltd. Ordinary 135,000 66,144 49.0 100 26/55 Orakarn Building, 15th Floor Soi Chidlom, Ploenchit Road, Lumpinee Pathumwan, Bangkok 10330 Tel. : +66 (0) 2253-6160

56 Thoresen Chartering (Pte) Ltd. Ordinary 100,000 100,000 100.0 SGD 1

78 Shenton Way, #04-02, Singapore 079120

Type of Business : Oil and Gas Tankering Business

57 Petrolift Inc. Ordinary 1,259,350,452 503,740,176 40.00/1 1

6th Floor, Mapfre Insular Corporate Center, Madrigal Business Park I, 1220 Acacia Avenue, Ayala Alabang Muntinlupa City, Philippines

Philippines

Peso

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No. Name of Company Type of # of Paid- # of Shares % of Par

Shares Up Shares Held Holding Value

Energy Group

Type of Business : Offshore Services

58 Mermaid Maritime Public Company Limited Ordinary 784,747,743 277,823,871 57.14 1

26/28-29 Orakarn Building, 9th Floor Soi Chidlom, Ploenchit Road, Lumpinee Pathumwan, Bangkok 10330 Tel. : +66 (0) 2255-3115-6 170,590,470/1

Type of Business : Coal Mining Business

59 Merton Group (Cyprus) Ltd. Ordinary 17,900 4,352 24.31/1 USD 1

Nikou Kranidioti 7D, Tower 4, 3rd Floor

Flat/Office 302, Egkomi, PC 2411

Nicosia, Cyprus

60 Qing Mei Pte. Ltd. Ordinary USD 3,000,000 33.33/1 USD 1

5 Shenton Way, 21-06 UIC Building 9,000,000 Singapore 068808

Infrastructure Group

Type of Business : Ship Supplies, Logistics, Ship Stevedoring and Transportation

61 Chidlom Marine Services & Supplies Ltd. Ordinary 700,000 699,993 99.9 100 26/22-23 Orakarn Building, 7th Floor Soi Chidlom, Ploenchit Road, Lumpinee Pathumwan, Bangkok 10330 Tel. : +66 (0) 2250-0569

62 GAC Thoresen Logistics Ltd. Ordinary 750,000 382,496 51.0 100 26/30-31 Orakarn Building, 9th Floor Soi Chidlom, Ploenchit Road, Lumpinee Pathumwan, Bangkok 10330 Tel. : +66 (0) 3818-5090-2

Type of Business : Port Operations

63 Sharjah Ports Services LLC Ordinary 26,000 12,740 49.0/2 100

P.O.Box 510, Port Khalid Dirhams

Sharjah, United Arab Emirates Tel. : 971-6-528 1327

64 Baria Serece Ordinary 2,039,080 407,816 20.0/1 VND

Phu My borough, Tan Thanh district, 100,000

Ba Ria-Vung Tau province, Vietnam Tel. : +84.64.3876603

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No. Name of Company Type of # of Paid- # of Shares % of Par

Shares Up Shares Held Holding Value

Type of Business : Coal Logistics Business

65 Unique Mining Services Public Company Limited

Ordinary 153,454,064 136,083,041 88.68/3 1

36/83 P.S. Tower Building, 24th Floor Soi Sukhumvit 21, Sukhumvit Road Klongtoey, Wattana, Bangkok 10110 Tel. : +66 (0) 2664-1701-8

Type of Business : Fertilisers Business

66 Baconco Co., Ltd. Paid-up capital is VND 377,072,638,790 100.0/1 -

Phu My I Industrial Park, Tan Thanh Town

Ba Ria-Vung Tau Province, Vietnam

Tel. : 064.893 400

Holding Group

Type of Business : Holding Company

67 Soleado Holdings Pte. Ltd. Ordinary 130,000,000 130,000,000 100.0 SGD 1

78 Shenton Way, #04-02,

Singapore 079120

Tel. : +65 6578-7000

68 Athene Holdings Ltd. Ordinary 1,000,000 999,993 99.9 100 26/32 Orakarn Building, 10th Floor Soi Chidlom, Ploenchit Road, Lumpinee Pathumwan, Bangkok 10330 Tel. : +66 (0) 2254-8437

Others

Type of Business : Service Provider

69 Thoresen Services Center Ltd. Ordinary 60,000,000 599,993 99.9 100 26/22-23 Orakarn Building, 7th Floor Soi Chidlom, Ploenchit Road, Lumpinee Pathumwan, Bangkok 10330 Tel. : +66 (0) 2254-8437

Notes : /1 indirectly held by Soleado Holdings Pte. Ltd. /2 indirectly held by Thoresen Shipping FZE /3 indirectly held by Athene Holdings Ltd.

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Part 3 Comparative Financial Information for the Past Three Years

Thoresen Thai Agencies Public Company Limited and its subsidiaries

Thoresen Thai Agencies Public Company Limited and its Subsidiaries Balance Sheets as at 30 September

As at As at As at

ASSETS 30 September 2010 30 September 2011 30 September 2012

Baht’000 % Baht’000 % Baht’000 %

CURRENT ASSETS

Cash and cash equivalents 8,458,186 17.31 3,797,378 7.91 3,585,007 8.42

Restricted cash at financial institution - - - - - -

Short-term investment 1,956,302 4.00 983,932 2.05 802,920 1.89

Trade accounts receivable - others 1,652,584 3.38 2,719,103 5.66 2,663,448 6.26

- related parties 403 0.00 291,060 0.61 62,062 0.15

Short-term loans to related companies - - - - - -

Current portion of long-term loans to related companies 4,000 0.01 34,253 0.07 34,574 0.08

Inventories, Vessels supplies and spareparts 2,634,477 5.39 2,646,092 5.51 2,217,208 5.21

Other current assets 716,031 1.47 1,163,948 2.42 1,142,639 2.68

Total current assets 15,421,984 31.55 11,635,766 24.22 10,507,858 24.69

LONG-TERM LOANS TO RELATED COMPANIES 368,315 0.75 586,031 1.22 0 0.00

LONG-TERM INVESTMENTS 1,236,768 2.53 3,739,363 7.79 3,793,672 8.91

GOODWILL 3,834,040 7.84 3,817,460 7.95 1,498,794 3.52

INTANGIBLE ASSETS 704,220 1.44 607,527 1.26 498,283 1.17

Land 620,876 1.27 622,891 1.30 618,167 1.45

Buildings 1,208,830 2.47 1,215,169 2.53 1,308,186 3.07

Building improvements 162,001 0.33 179,777 0.37 192,461 0.45

Ocean vessels 27,144,470 55.54 26,517,253 55.21 27,980,292 65.74

Furniture, fixtures and equipment 3,300,258 6.75 3,319,871 6.91 3,497,305 8.22

Motor vehicles 155,478 0.32 115,927 0.24 119,067 0.28

Motor launches 3,868 0.01 2,209 0.00 1,982 0.00

Barge 138,574 0.28 138,574 0.29 139,908 0.33

Dry-docking - - 948,854 1.98 1,077,910 2.53

Deposit for purchase of ocean vessels 185,538 0.38 - - - -

Construction in progress 2,205,353 4.51 2,810,832 5.85 2,879,480 6.77

Less : Accumulated depreciation (9,083,205) (18.59) (8,495,681) (17.69) (11,152,937) (26.20)

Less : Impairment - - (373,492) (0.78) (892,878) (2.10)

PROPERTY, PLANT AND EQUIPMENT, net 26,042,041 53.28 27,002,184 56.22 25,768,943 60.55

OTHER ASSETS 1,266,094 2.59 644,060 1.34 492,877 1.16

TOTAL ASSETS 48,873,463 100.00 48,032,391 100.00 42,560,427 100.00  

 

 

 

 

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Thoresen Thai Agencies Public Company Limited and its Subsidiaries

As at As at As at LIABILITIES AND SHAREHOLDER'S EQUITY 30 September 2010 30 September 2011 30 September 2012

Baht’000 % Baht’000 % Baht’000 % CURRENT LIABILITIES

Bank overdrafts 5,544 0.01 2,292 0.00 7,230 0.02

Short-term loan 1,605,983 3.29 1,410,277 2.94 1,263,004 2.97

Trade accounts payable - others 923,548 1.89 838,130 1.74 1,270,299 2.98

Other accounts payable 143,841 0.29 139,149 0.29 64,550 0.15

Trade accounts payable – related companies 9,583 0.02 7,173 0.01 11,632 0.03

Advances from customers 424,952 0.87 375,787 0.78 225,776 0.53

Short-term loan from related companies 7,500 0.02 4,500 0.01 - -

Current portion of convertible bonds 1,047,259 2.14 1,205,741 2.51 - -

Current portion of long-term loans 1,130,411 2.31 1,066,487 2.22 3,327,958 7.82

Current portion of retirement benefit obligations 66,151 0.14 61,031 0.13 - -

Current portion of share subscription payable - - - - 33,823 0.17

Accrued income tax 132,389 0.27 151,282 0.31 63,198 0.15

Accrued expenses 930,346 1.90 887,365 1.85 881,517 2.07

Other current liabilities 373,207 0.76 268,758 0.56 219,458 0.52 Total current liabilities 6,800,714 13.91 6,417,972 13.36 7,368,445 17.40

Long-term loan from related companies - - - - - -

Convertible bonds 5,207,265 10.65 3,994,284 8.32 3,995,530 9.39

Long-term portion of share subscription payable - - - - 42,207 0.21

Long-term loans 5,233,936 10.71 6,697,843 13.94 5,442,863 12.79

Retirement benefit obligations 99,407 0.20 106,321 0.22 100,673 0.24

Total liabilities 17,341,321 35.48 17,216,420 35.84 16,949,718 40.02

Minority interests 5,637,803 11.54 5,353,062 11.14 5,314,084 12.49

SHAREHOLDERS' EQUITY

Registered share capital 933,004 833,004 783,004

Issued and fully paid-up

Ordinary shares 708,004 1.45 708,004 1.47 708,004 1.66

Preferences shares - - - - - -

Share subscriptions received in advance - - - - - -

Capital surplus - share premium 1,540,410 3.15 1,540,410 3.21 1,540,410 3.62

Premium on ordinary shares in subsidiary 2,564,207 5.25 2,564,207 5.34 2,472,985 5.81

Currency translation differences (901,357) (1.84) (782,154) (1.63) (899,317) (2.11)

Unrealized gain (loss) in marketable securities 50,972 0.10 (4,717) (0.01) 9,853 0.02

Capital reserve - adjustment arising (50,030) (0.10) (50,030) (0.10) (50,030) (0.12)

Share-based payment reserves - - - - 366 0.00

Retained earnings

Appropriated - legal reserve 93,500 0.19 93,500 0.19 93,500 0.22

Unappropriated 21,888,632 44.79 21,393,689 44.54 16,420,854 38.58 Total shareholders' equity 25,894,339 52.98 25,462,909 53.01 20,296,625 47.69

Total liabilities and shareholders' equity 48,873,463 100.00 48,032,391 100.00 42,560,427 100.20 Book value per share (baht) Par value per share (baht) (**) Weighted average ordinary shares (shares) (**)

36.57 35.96 28.67 1.00 1.00 1.00

708,004,413 708,004,413 708,004,413

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Balance Sheets as at 30 September (Cont’d)

Thoresen Thai Agencies Public Company Limited and its Subsidiaries Statements of Income

As at As at As at

30 September 2010 30 September 2011 30 September 2012

Baht’000 % Baht’000 % Baht’000 %

REVENUES

REVENUES FROM SERVICES

Freight charges 9,272,551 51.75 5,430,100 30.91 3,527,164 21.59

Offshore service income 3,476,365 19.40 5,542,740 31.56 5,714,142 34.97

Service and commission income 503,454 2.81 342,863 1.95 316,079 1.93

REVENUES FROM SALES 4,667,088 26.04 6,249,367 35.58 6,781,505 41.51

Total revenues 17,919,459 100.00 17,565,070 100.00 16,338,890 100.00

COSTS

COSTS OF PROVIDING SERVICES

Vessels operating expenses 7,932,525 52.10 5,220,014 33.70 3,286,241 23.52

Offshore service expense 3,230,503 21.22 4,785,936 30.89 4,511,569 32.28

Service and commission expenses 126,245 0.83 119,282 0.77 109,042 0.78

COSTS OF SALES 3,935,386 25.85 5,366,505 34.64 6,067,732 43.42

Total costs 15,224,659 100.00 15,491,737 100.00 13,974,584 100.00

Gross profits 2,694,800 2,073,333

Other operating income 1,110,309 1,698,555 372,340

Profits before expenses 3,805,108 3,771,888 372,340

Selling expense 227,579 9.64 265,972 9.61 362,479 5.54

Administrative Expenses 1,965,905 83.28 2,311,024 83.51 5,952,513 91.04

Management and directors remuneration 167,008 7.08 190,207 6.87 223,297 3.42

Total expenses 2,360,492 100.00 2,767,203 100.00 6,538,289 100.00

Operating profits 1,444,616 1,004,685 (6,165,949)

Share of profit (loss) of associate and joint venture 80,306 10.09 110,229 63.64 129,426 (2.80)

Profits before financial costs 1,524,922 1,114,914 (6,036,523)

Finance costs (602,366) (75.71) (669,740) (386.69) (757,772) 16.41

Profits before income taxes 922,556 445,174 (6,794,295)

Income tax (255,848) (32.16) (342,277) (197.62) (166,965) 3.61

Net profits for the year 666,708 83.80 102,897 59.41 (6,961,260) 150.71

Attributable to:

Shareholders of the parent 795,574 100.00 173,199 100.00 (4,618,833) 100.00

Minority interests (128,865) (16.20) (70,302) (40.59) 21,879 (0.47)

666,708 83.80 102,897 59.41 (4,596,954) 99.53 Earning (loss) per share (baht) (*)

1.12 0.24 (6.52)

Par value per share (baht) (**)

1.00 1.00 1.00

Weighted average ordinary shares (**)

708,004,413 708,004,413 708,004,413

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Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statements of Cash Flows

For the Years Ended 30 September

(Unit: Baht’000)

2010 2011 2012

Cash flows from operating activities

Net income (loss) before tax 922,556 445,174 (4,429,989)

Adjusted by :

Depreciation 1,843,359 2,387,160 1,875,854

Amortisation 731,247 182,144 120,077

Amortisation on goodwill - - -

Net (gain) loss from sales of fixed assets (499,805) (631,214) 23,472

Loss from written off fixed assets 4,871 2,677 376,753

Write-off of goodwill - - -

Loss from written off withholding taxes - - 16,598

Loss from written off pending for insurance claim & deposit - 94,248 -

(Gain) from sales of investments in subsidiaries - - -

(Gain) from disposal of investment in associate (343,682) - -

Net (gains) losses from sales of investments in sub and gains from returns of capital from sub 180,942 486 5

Losses from adjustment of investment in associate 9,459 - -

(Gain) loss on sales of short-term investments (33,456) (4,955) 4,904

Dividend received from investment (11,914) (4,022) (5,845)

Other income - negative goodwill - - -

Gains from convertible bonds cancellation (9,634) - (841)

Interest expense 267,128 477,685 496,569

Interest expense on convertible bonds 243,487 141,922 75,632

Allowance for doubtful accounts and provision for unrecoverable VAT 156,084 (96,129) 43,584

Impairment (reversal) (753) 395,453 3,870,255

Unrealized (gain) loss on exchange rate from long-term loans (106,997) 149,067 (118,699)

Realized (gain) loss on exchange rate from long-term loans (106,699) (114,803) (21,197)

Share-based payment - - 366

Share of (income) loss of associates and joint venture (80,306) (110,229) (129,426)

Minority interests - - -

Exchange difference from conversion of overseas companies

(270,235) (5,082) (66,297)

 

 

 

 

 

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Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statements of Cash Flows (Cont’d)

For the Years Ended 30 September

(Unit: Baht’000)

2010 2011 2012

Net profit from operations before changes in working capital 2,895,652 3,309,582 2,131,775

Working capital

(Increase) decrease in trade accounts receivable - others 674,243 (1,086,536) 4,509

(Increase) decrease in amount due from related companies 4,989 (206,434) (5,403)

Decrease in other accounts receivable - - -

Decrease in inventory (164,976) (286,871) 561,521

(Increase) in vessels supplies and spareparts (32,833) 82,620 (245,801)

(Increase) in prepayments (23,472) 29,664 2,143

(Increase) decrease in other current assets (338,948) (491,901) (11,515)

(Increase) decrease in other assets (50,582) (110,072) 146,599 Increase (decrease) in bank overdrafts and loans from financial institution - - -

(Decrease) in trade accounts payable - others (465,577) (34,610) 437,397

Increase (decrease) in amount due to related companies (9,628) (92,626) 43,168

Increase (decrease) in other accounts payable (287,417) 38,698 (53,265)

Increase (decrease) in advances from customers 119,518 (39,313) (139,054)

Increase (decrease) in accrued income tax 77,217 115,460 (33,045)

Increase (decrease) in accrued expenses 102,010 (52,969) (15,096)

Increase in other current liabilities (154,011) (74,125) (51,439)

Increase in retirement obligations (57,475) 11,120 (66,099)

Cash generated from operations

Interest paid (323,960) (533,186) (511,439)

Income taxes paid (312,252) (433,509) (221,380)

Net cash inflow from operating activities 1,652,498 144,992 1,973,576

 

 

 

 

 

 

 

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Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statements of Cash Flows (Cont’d)

For the Years Ended 30 September

(Unit: Baht’000)

2010 2011 2012

Cash flows from investing activities

Net decrease (increase) in restricted cash at financial institution - - -

Net proceeds (payments) from short-term investments (869,433) 797,916 170,956

Dividend received from investments 11,914 4,022 5,845

(Increase) in payment for short-term loans to related companies, net - - (125,666)

Proceed from settlement of short-term loans to related companies - - -

Payments for investments in related companies (5,301,228) (2,376,518) (87,639)

Proceeds from sales of investments in subsidiaries - - -

Proceeds from returns of capital from subsidiaries & disposal of investments in subsidiaries 2,135,049 33,480 -

Payments for investments in ordinary shares - - -

Proceeds from disposal of investment in associate 743,781 - 584

Dividend received from associate - 33,924 31,668

Dividend received from joint venture 7,822 6,727 47,896

Proceeds from sales of fixed assets 1,386,983 2,199,247 9,044

Purchases of fixed assets (8,356,002) (4,122,402) (1,453,847)

Payments for dry-docking (255,322) (303,666) (241,401)

Payments for long-term loans to related companies (390,668) (232,063) -

Proceeds from settlement of long-term loans to related companies 4,000 4,000 30,930

Net cash (outflow) from investing activities (10,883,104) (3,955,333) (1,611,630)  

 

 

 

 

 

 

 

 

 

 

 

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Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statements of Cash Flows (Cont’d)

For the Years Ended 30 September

(Unit: Baht’000)

2010 2011 2012

Cash flows from financing activities

Net proceeds (repayments) from bank overdrafts - - -

Net increase in short-term loans from related companies - (3,000) (4,500) Net proceeds (repayments) of short-term loans from financial institute 147,251 (192,742) (147,669)

Proceeds from long-term loans from related companies - - -

Repayments of long-term loan from related companies - - -

Proceeds from long-term loans 6,684,970 4,210,109 2,945,188

Proceeds from Thai Baht bonds 4,000,000 - -

Repayments of long-term loans (3,243,967) (2,985,619) (1,873,963)

Proceeds from convertible bonds - - -

Advance received from conversion of warrants - - -

Proceeds from conversion of warrants into capital - - -

Proceeds from shareholders for issuance of new shares - - -

Payment for bond issuance costs - - -

Payment for convertible bond redemption (1,162,455) (1,194,288) (1,130,281)

Payment for convertible bond cancellation (358,293) - (106,088)

Payment for arrangement fee of Thai Baht bonds (7,244) - -

Acquisition of investment from minorities - - -

Return of capital to minorities - - -

Dilution in share premium in a subsidiary (46,850) - -

Proceeds from minorities for issuance of new shares 1,568,987 12,863.00 -

Proceeds from share premium - - -

Dividend paid from subsidiaries to minority interests - (195,073) (3,474)

Dividend paid (379,476) (537,143) (354,007)

Net cash inflow (outflow) from financing activities 7,202,923 (884,893) (674,794)

Net increase (decrease) in cash and cash equivalents (2,027,683) (4,695,234) (312,848)

Cash and cash equivalents at beginning of year 10,718,893 8,452,642 3,795,086

Increase in cash on hand from change of associate to subsidiary - - -

Decrease in cash on hand from sales of investments in subsidiaries - (36,653) -

Increase in cash from investments in new subsidiary - - -

Effect of exchange rate changes (238,568) 74,331 95,539

Cash and cash equivalents at end of year 8,452,642 3,795,086 3,577,777

 

 

 

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Non-cash transactions

Unpaid liabilities from dry-docking 26,717 8,575 445

Unpaid liabilities from purchase of fixed assets 37,506 21,834 11,709

Unpaid liabilities from hire purchase agreement 1,835 - -

Unpaid liabilities from convertible issuing costs - - -

Stock dividends issuance - - -

Dividend income receivable from an associate 21,818 54,915 58,297

Dividend payable 4,115 4,079 4,073

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Financial Ratios

For the year ended For the year ended For the year ended

30 September 2010 30 September 2011 30 September 2012

LIQUIDITY RATIO

Current ratio times 2.27 1.81 1.43

Quick ratio times 1.88 1.40 1.12

Cash flow liquidity ratio times 0.27 0.02 0.29

Receivable turnover times 10.43 8.04 6.07

Collection period days 35.00 45.42 60.29

Account payable turnover times 15.79 18.36 17.83

Payment period days 23.11 19.88 20.53

PROFITABILITY RATIO

Gross profit margin % 15.04 11.80 14.47

Net profit margin % 4.44 0.99 (28.27)

Return on equity % 3.04 0.67 (20.19)

EFFICIENCY RATIO

Return on total assets % 1.76 0.36 (10.20)

Return on fixed assets % 11.06 8.31 (10.77)

Asset turnover times 0.42 0.40 0.37

FINANCIAL POLICY RATIO

Debt to equity ratio times 0.45 0.47 0.55

Interest coverage times 2.65 1.54 (6.97)

Capital commitment coverage (cash basis) times 0.14 0.05 0.17

Payout ratio % 23.14 408.78 0.00

PER SHARE

Par value per share baht 1.00 1.00 1.00

Book value per share baht 44.54 43.53 36.17

Earnings per share baht 1.12 0.24 (6.52)

Dividend per share baht 0.26 1.00 0.00

GROWTH RATE

Operating revenues % (10.28) (1.98) (6.98)

Operating expenses % (5.14) (0.17) (7.37)

Net income % (56.14) (78.23) (2,766.78)

Total assets % 17.37 (1.72) (11.39)

Total liabilities % 64.38 (0.72) (1.55)

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Calculation formula: Collection and payment periods : Number of days in each calendar year Gross profit margin : Gross profit/main revenue from operation, excluding other revenues and

profit or loss from exchange rate Net profit margin : Net profit//main revenue from operation, excluding other revenues and

profit or loss from exchange rate Return on equity : Net profit of the parent/ average shareholders’ equity of the parent Assets turnover : Total revenues, excluding profit or loss from exchange rate/total average

assets Book value per share : Shareholders’ equity/number of shares  Remark: FY 2010 is not restated figure and not applied TAS 16 (revised 2009). FY 2011 is restated figure for applied TAS 16 (revised 2009) retrospectively in respect of the component accounting of ocean vessels.

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-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 4

Rights and Duties of the Warrant Issuer and Holders of the Warrants to Purchase Ordinary Shares of

Thoresen Thai Agencies Public Company Limited No. 3

Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 3 (“Warrants” or “TTA-W3”) are issued by Thoresen Thai Agencies Public Company Limited (“Company” or “TTA” or “Warrant Issuer”) according to the resolution of the Annual General Meeting of Shareholders No. 1/2013 held on 30 January 2013. 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. 3 (“Warrants” or “TTA-W3”) (including any amendment (if any))

“Warrants” or “TTA-W3” means Registered and transferable Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No.3 allocated to existing shareholders of the Company in proportion to their shareholding

“Warrant Certificate” 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. 3

“Company” or “TTA” or “Warrant Issuer”

means Thoresen Thai Agencies Public Company Limited

“Warrant Holder” means Legal holder of Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 3.

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“Issuance Date” means 11 March 2013

“Exercise Date” means The date on which the Warrant Holder 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 Holder wishing to exercise the right to purchase the Company’s ordinary shares can indicate his/her intention to exercise the Warrant, as specified in clause 2.2

“First Exercise Date” means The last Business Day of June 2013 i.e., 28 June 2013

“Last Exercise Date” means 11 September 2015

“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” means Thailand Securities Depository Co., Ltd.

“TSD” means Thailand Securities Depository Co., Ltd.

“Notification TorJor. 34/2551” means Notification of Capital Market Supervisory Board No. TorJor 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

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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, 8th 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. 3

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 7 February 2013 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 8 February 2013. The subscription ratio is 5 existing ordinary shares to 2 newly issued ordinary shares to 1 unit 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 50 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 100 ordinary

shares in the Company. Such shareholder will have the right to subscribe for 40 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 40 newly issued ordinary shares and for 20 units of Warrants accordingly.

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Case 2: A subscription for newly issued shares less than proportionate subscription right

: Shareholder intends to subscribe for only 20 newly issued shares, he/she is eligible for 10 units of Warrants accordingly

Case 3: A subscription for newly issued shares greater than proportionate subscription right

: Shareholder intends to subscribe for 40 newly issued shares in proportion to their existing shareholding percentage and oversubscribe for 50 newly issued shares, thus totaling 90 shares. Such shareholder is eligible for 20 units of Warrants in proportion to their subscription right and 25 units of Warrants in excess of their subscription right, thus totaling 45 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 the shareholding and shall be subject to the foreign shareholding limits as prescribed under the Articles of Association of the Company which currently provide that foreign shareholders may hold shares in the Company up to 49 percent of the 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 original shareholding percentage until there are no shares and Warrants left.

1.6. Number of Warrants Not exceeding 141,600,882 units

1.7. Number of Shares Reserved for the Exercise of Warrants

Not exceeding 141,600,882 shares (at a par value of Baht 1 per share) or representing 14.29 percent of the total issued shares of the Company including the newly issued shares offered to the existing shareholders in combination with this offering of Warrants.

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Calculation of number of shares reserved for the exercise of Warrants (No. of shares) Total number of shares reserved for the exercise of Warrants 141,600,882 Divided by total number of the Company’s issued shares 991,206,178

Comprising Paid-up capital: 708,004,413 shares Shares offered to existing Shareholders in combination with this offering of Warrants: 283,201,765 shares

Portion of shares reserved for the exercise of Warrants 14.29%

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 17.00 per share (subject to change in accordance with the conditions of adjustment of rights of Warrants)

1.11. Issuing Date 11 March 2013

1.12. Last Exercise Date

11 September 2015

1.13. Term of Warrants

30 months or 2.5 years (from the issuing date i.e., 11 March 2013 until the Last Exercise Date i.e., 11 September 2015), after the issuance of TTA-W3, 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 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 respects.

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 283,201,765 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).

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Control Dilution Scenario 1: 0% Scenario 2: not exceeding 12.50% Control Dilution = Qw/ (Q0 + QRO + Qw)

Q0 = Existing ordinary shares of approximately 708.00 million shares QRO = New ordinary shares to increase as a result of the offering of newly issued ordinary shares of approximately 283.20 million shares Qw = New ordinary shares to increase as a result of a full

exercise of Warrants of approximately 141.60 million shares

EPS Dilution For both scenarios, EPS dilution cannot be computed as the Company does not have net profit for the latest audited financial statements. 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 = [(P0 x Q0) + (PRO x QRO)] / (Q0 + QRO)

P0 = 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 Board of Directors Meeting on 24 December 2012 which was Baht 16.33 per share.

PRO = Rights Offering price at Baht 14.00 per share Post-offering Market Price = [(P0 x Q0) + (PRO x QRO) + (Pw x Qw)] / (Q0 + QRO + Qw)

Pw = Warrants exercise price at Baht 17.00 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 2013 i.e., 28 June 2013. The Last Exercise Date will be on the date on which the Warrants (TTA-W3) reach its maturity i.e., 11 September 2015. 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-W3) to attend the meeting of Warrant Holders according to clause 13.

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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.

3. Exercise Procedures

3.1. Contact Venue for the Exercise

Company Secretary Office Miss Pensiri Yubolmetarak or Miss 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

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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.

3.2. Exercise Procedures

3.2.1. 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.

3.2.2. 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 Incorporated in Thailand

A copy of the affidavit issued by the Ministry ofCommerce for no more than 6 months or within the period prescribed by the Warrant Registrar, certified by the authorised 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 authorised 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 corporateaffidavit 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 authorised director(s) of such juristic person pursuant to clause 1 or 2 above. Each of aforementioned documents must be notarised by a Notary Public or authenticated by the Thai Embassy or the Thai Consulate in the countrywhere the documents were prepared or certified.

d. Payment Documents for Ordinary Share Subscription

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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 ▪ 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

2. Payment by personal cheque, cashier cheque or bank draft

▪ 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 correspondinglyallowed 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 Holder 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.

3.2.3. 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.

3.2.4. 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

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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.

3.2.5. 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 a. and 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 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.

3.2.6. 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.

3.2.7. 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.

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3.2.8. 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, 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.

3.2.9. 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.

3.2.10. 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

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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. ▪ 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

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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)

▪ 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.

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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)]

▪ 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 newly-issued ordinary shares to the existing shareholders and/or the public and/or the private placement, as the case may be

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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.

▪ 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.

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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 within 15 days from the occurrence of such event or from the date on which the final decision is reached.

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,

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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) 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.

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. 1/2013 held on 30 January 2013 resolved to approve the allocation of no more than 141,600,882 ordinary shares to accommodate the exercise of Warrants (TTA-W3) 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 14.29 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.).

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8. Details of Ordinary Shares Reserved for Exercise of Warrants

8.1. Nature of Shares Number of new ordinary shares reserved for exercise ofwarrants

: 141,600,882 shares

Percentage of shares reserved for exercise of warrantsto the total issued shares of the Company

: 14.29%

Par value : Baht 1.00 per share

Exercise price : Baht 17.00 per share (subject to change in accordance with the condition for adjustment of rights of warrant)

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.

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

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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:

Compensation per 1 unit of Warrants = B x (MP – Price 1) Where B is Number of ordinary shares which cannot be allocated and/or

increased according to the increased exercise ratio of one unit. 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 Exercise Date.

Price 1 is Exercise price of the Warrant or the adjusted exercise price, in case there is an adjustment in the exercise price and/or exercise ratio pursuant to clause 4.

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11. Restrictions on Transfer of Warrants and Ordinary Share resulting from Warrant Exercise 11.1. Restrictions on Transfer of Warrants (TTA-W3)

Warrants can be freely transferred. 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 for determining the Warrant Holders’ rights (TTA-W3) to attend the meeting of Warrant Holders according to clause 13.

11.2. Restrictions on Transfer of Ordinary Shares The Company’s Articles of Association currently provide that foreign shareholders may hold shares in the Company up to 49 percent of total issued shares of the Company. The Company has the right to reject any share transfer that causes the foreign shareholding portion to exceed such ratio.

11.3. Restrictions on the Exercise of Warrants by Foreign Warrant Holders

11.3.1. The Company will not issue ordinary shares to foreign individuals, if such issuance will result in the shareholding proportion of foreign shareholders becoming greater than 49.00 percent of the total issued shares of the Company in accordance with the provision in the Company’s Articles of Association, or any foreign shareholding limit as may be changed through amendment to the Articles of Association in the future.

11.3.2. In the case where the foreign shareholding restriction results in the foreign Warrant Holders, who have exercised their rights according to the exercise procedures, becoming unable to exercise their rights for the number of shares as indicated in the Exercise Notification Form, whether in whole or in part, the Company shall return the Warrants and the remaining payment for the exercise price of unexercised Warrants. These refunded amounts, without any interest shall be sent to the foreign Warrant Holders by registered mail within 14 days from each of the Exercise Dates.

11.3.3. The foreign Warrant Holders will not be indemnified, in whatsoever form, by the Company in the case that they cannot exercise their rights due to the foreign shareholding restrictions as prescribed in the Company’s Articles of Association pursuant to the details in clause 11.2.

11.3.4. In the case where the foreign Warrant Holders are unable to exercise their Warrants due to the Company’s foreign shareholding restriction mentioned above, the foreign Warrant Holders are still entitled to exercise their remaining Warrants within the Notification Period until the Last Exercise Date, provided that such exercise will not result in a conflict with the foreign shareholding restriction of the Company. If at the Last Exercise Date, the foreign Warrant Holders cannot exercise their Warrants due to the then foreign shareholding ratio exceeding the foreign shareholding limits, it shall be deemed that the Warrants then expire, and the foreign Warrant Holders shall not have rights to claim for any losses from the Company, and the Company shall not indemnify for any losses occurred.

12. Determination of the Offering Price

No offering price of the Warrants (TTA-W3) is determined because they will be issued to the shareholders at no charge.

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13. Meeting of the Warrant Holders

The invitation and/or the meeting of Warrant Holders shall be as follows. 13.1. The Company must call the Warrant Holders’ meeting in case there is an important event

that may materially affect the Warrant Holders’ benefit or the Company’s performance of the duty under the Warrant Covenant, and shall have the right to call the Warrant Holders’ meeting at any time to amend the Warrant Covenant. Warrant Holders in a number of not less than 25, holding an aggregate number of Warrants of not less than 20 percent of the total number of the units of unexercised Warrants at the time of the meeting may subscribe their names to a notice requesting the Company to convene the meeting of Warrant Holders. In such a case, the Company shall convene the Warrant Holders’ meeting within 30 days from the date the Warrant Holders have a request for such meeting in a written notice. Prior to each Warrant Holders’ meeting, the Company will close the register book to determine the rights of the Warrant Holders to attend the meeting and be entitled to vote at the meeting not less than 14 days prior to each meeting date. The SET will post an “SP” sign (“Suspension”) for 3 Business Days prior to the closing date of the register book.

13.2. To convene the Warrant Holders’ meeting, whether requested by the Warrant Holders or by

the resolution of the Board of the Company, the Company shall prepare the meeting invitation letter to state the details on the venue, date, time, the name of the person who requests the meeting, and the agenda items of meeting, and distribute, by registered mail, to each Warrant Holder according to the name and address that appear in the Warrant Register Book as of the closing date for determining the rights to attend the meeting at least 7 days (excluding the submission date of the invitation letter and the meeting date) prior to the meeting.

13.3. In the Warrant Holders’ meeting, Warrant Holders who are eligible to attend the meeting and have the voting right may appoint other persons to attend the meeting and vote on their behalf provided the Warrant Holders have prepared the proxy in the form as required by the Warrant Registrar. The proxy shall submit the proxy form to the Chairman or his entrusted person before the proxy can attend the meeting. The Warrant Holders eligible to vote in the meeting are those who have not exercised their Warrants or who have partially exercised their Warrants at the time of the meeting, except those Warrant Holders who have an interest in the matters to be considered and voted for in the meeting, in which case such persons may not vote for that particular matter. Interested Warrant Holder hereby means Warrant Holders who have the conflict of interest in matters to be considered in the meeting.

13.4. The Warrant Holder shall have the votes equal to the number of the units of Warrants (TTA-W3) held whereby one unit of Warrants equals one vote. The Chairman of the meeting does not have the voting right, except he acts in the capacity of a Warrant Holder.

13.5. If the meeting is summoned by the Company, the Chairman of the Board or his entrusted person shall preside over the Warrant Holders’ meeting. If the meeting is requested by Warrant Holders, then the Chairman of the meeting may be the person who is selected by the Warrant Holders other than the Chairman of the Board or his entrusted person. In both cases, the Chairman of the meeting does not have the voting right, except he acts in the capacity of a Warrant Holder.

13.6. The quorum of Warrant Holders’ meeting shall consist of the Warrant Holders and/or proxies of not less than 25 persons holding in aggregate not less than 20 percent of total number of outstanding units of Warrants. Upon the lapse of 45 minutes from the time fixed for the meeting commencement, if number of the Warrant Holders and/or proxies present is

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insufficient to form a quorum, such meeting shall be cancelled. If the meeting is summoned by the Board of Directors of the Company, the meeting shall be reconvened not less than 7 days but not more than 14 days from the date of the first meeting. The Company shall send the meeting invitation letter to the Warrant Holders according to the procedures described above. In this case, the Company will not close the register book again and the Warrant Holders who were eligible to attend the meeting which was canceled due to incomplete quorum, shall have the right to attend this subsequent meeting. No less than 25 Warrant Holders and/or proxies must constitute a quorum for this subsequent meeting. If the previous Warrant Holders’ meeting is requested by Warrant Holders or the previous Warrant Holders’ meeting was reconvened due to the incomplete quorum in the meeting preceding to such previous meeting, there will not be a new Warrant Holders’ meeting.

13.7. The resolution of the Warrant Holders’ meeting shall require the vote of at least one half of

the total number of the units of the Warrants held by the Warrant Holders who attend the meeting and are entitled to vote.

13.8. The valid resolutions of the Warrant Holders’ meeting which is duly called and transacted shall be enforceable against and binding upon all Warrant Holders, including the Warrant Holders, who are not present in the meeting.

13.9. The Company shall prepare the minutes of the meeting and keep them at its head office. The meeting minutes signed by the Chairman of the meeting are presumed correct evidence of the matters discussed in the meeting, and all proceedings, matters, and resolutions are presumed to have been duly passed.

13.10. In the Warrant Holders’ meeting, the Company or the person designated by the Company or the Company’s independent expert (if any) who is related to the matter being considered in the meeting shall have the right to attend the meeting to provide opinions or explanations to the meeting.

13.11. The Company will be responsible for all expenses related to the Warrant Holders’ meeting.

14. Revision of the Warrant Covenant

14.1. The revisions of the Warrant Covenant in the event other than the following events shall require the consent from the Warrant Issuer and the Warrant Holders’ meeting with the vote of at least one half of the total number of votes of the Warrant Holders who attend the meeting and have the voting right;

14.1.1. Revision of the Warrant Covenant that is beneficial to the Warrant Holders or does not lessen the benefits of the Warrant Holders or is in compliance with the provisions or regulations of Securities and Stock Exchange laws and other relevant laws, or rules, regulations, notifications or enforceable orders of the Office of the SEC, Capital Market Supervisory Board and/or the SET. The revision in this clause shall become effective when the consent of the Warrant Issuer is obtained and the Office of the SEC is informed of such revision; or

14.1.2. Adjustment of the terms and conditions pursuant to clause 4.

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14.2. The Company which is the Warrant Issuer shall notify the Warrant Holders of all amendments through the information distribution system of the SET (SET Portal) immediately after the Warrant Covenant has been amended, and shall deliver amendment of the Warrant Covenant to the Warrant Holders, the Warrant Registrar and the Office of the SEC within 15 days from the revision date.

The revision of the Warrant Covenant, in any case, shall not extend the term of Warrants or change the exercise price or the exercise ratio, except for the adjustment pursuant to the conditions set forth in clause 4. In addition, the revision shall not be in conflict with the Securities and Stock Exchange laws and the provisions under Notification TorJor. 34/2551.

15. Effect of the Warrant Covenant and Governing Law This Warrant Covenant will be effective on the Issuance Date until (including) the Last Exercise Date and it will be under the execution and interpretation in accordance with the laws of Thailand. Should any clause in this Warrant Covenants be in conflict with the applicable laws or notifications, then, the contents of the laws or notifications shall be applied for the conflict.

Issuer of the Warrants to Purchase Ordinary Shares No. 3 Thoresen Thai Agencies Public Company Limited

-signature- -signature- M.L. Chandchutha Chandratat Mr. Chalermchai Mahagitsiri Authorised Director Authorised Director

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