Translation November 27, 2013

To:

President The Stock Exchange of Thailand

Enclosure:

Tender Offer to Purchase Securities of Thai Cane Paper Public Company Limited (Form 247-4)

Subject: Notification of submission of Tender Offer to Purchase Securities of Thai Cane Paper Public Company Limited (Form 247-4) Reference is made to the acceptance of SCG Paper Public Company Limited (or “SCG Paper”), a 98% subsidiary of The Siam Cement Public Company Limited (or “SCC”), to do the tender offer to delist Thai Cane Paper Public Company Limited (or “TCP”). SCC would like to submit the Tender Offer to Purchase Securities of TCP (Form 247-4) to the Stock Exchange of Thailand, the said form of which was submitted to the Securities and Exchange Commission by SCG Paper on November 27, 2013. The details are as attached. Please be informed accordingly. Yours faithfully, The Siam Cement Public Company Limited -signed by(Mr. Kan Trakulhoon) President & CEO

(Translation)

Tender Offer to Purchase Securities

Of

Thai Cane Paper Public Company Limited

by

SCG Paper Public Company Limited Tender Offeror

Asia Plus Advisory Company Limited Financial Advisor and Tender Offer Preparer

Asia Plus Securities Public Company Limited Tender Offer Agent

Form 247-4 (SorJor 6/2546) (Translation) Tender Offer to Purchase Securities of Thai Cane Paper Public Company Limited Table of Contents Page Part 1

Executive Summary of the Tender Offer

Part 2

Details of the Offeror 1. Information on the Offeror 2. Information on the Tender Offer Preparer 3. Information on the Tender Offer Agent 4. Information on other Advisors 5. Relationship between the Offeror and the Business or its Major Shareholders, or Directors of the Business 6. Other Relevant Information for the Securities Holders’ Decision Making

Part 3

Part 4

Details of the Business 1. Information on the Business 2. Business Plan after the Acquisition

4 9 13 13 13 13 15

18 23

Additional Details of the Tender Offer 1. Procedure for Accepting the Tender Offer 2. Procedure for Purchasing the Securities 3. Procedure for Payment 4. Rights of the Securities Holders Who Have Expressed Their Intention to Tender Their Securities 5. Conditions for the Withdrawal/Revocation of the Tender Offer Acceptance Method of Delivery if the Tender Offer is Cancelled 6. Method of Delivery if the Tender Offer is Cancelled 7. Acquisition of the Securities prior to the Tender Offer

36 37

Part 5

Certification of the Information

53

Annex

Tender Offer Acceptance Form for Ordinary Shares Tender Offer Acceptance Form for NVDRs Tender Offer Revocation Form Other Annexes

Appendix

The Offeror’s Financial Statement for the years ending 2010 – 2012 -2-

27 32 32 33 34

Form 247-4 (SorJor 6/2546) (Translation) DISCLAIMER This English translation has been prepared solely for the convenience of the foreign shareholders of Thai Cane Paper Public Company Limited and should not be relied upon as a definitive and official tender offer document of Thai Cane Paper Public Company Limited. The Thai version of the Tender Offer Document is the definitive and official document and shall prevail in all respects in the event of any inconsistency with the English translation.

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Form 247-4 (SorJor 6/2546) (Translation) To:

Securities holders

We, SCG Paper Public Company Limited (the “Offeror” or the “Company” or “SCG Paper”), hereby offer to purchase the securities of Thai Cane Paper Public Company Limited (the “Business” or “TCP”) with the details as follows: Part 1 Executive Summary of the Tender Offer

1. Date of Submission of the Tender Offer 27 November 2013 2. Name of the Offeror SCG Paper Public Company Limited 3. Tender Offer Preparer Asia Plus Advisory Company Limited (“Asia Plus Advisory” or the “Tender Offer Preparer”) 4. Objective of the Tender Offer The objective is to delist the Business from the Stock Exchange of Thailand (“SET”). The Offeror is of the view that the Business has no current need to raise equity fund in the SET and the Offeror, with the support of its major shareholders, is capable to support the funding requirement of the business in the future. Without listing status, the Business will have more flexibility to operate its business. At the Extraordinary General Meeting of Shareholders No. 1/2008 held on 9 June 2008, the shareholders approved the delisting of the Business's securities from the Stock Exchange of Thailand with SCG Paper, the Business's major shareholder, as the Tender Offeror. However, 9 of the shareholders made a legal action at Kanchanaburi Provincial Court for the revocation of the aforementioned EGM’s resolution. On 9 July 2013, the Court of Appeals announced a verdict to dismiss the case (not revoke the resolution of the EGM) as the Court considered that the EGM was conducted in accordance with the related laws and regulations. As the 9 plaintiffs did not file a petition to the Supreme Court within the period specified by law, the case is now final. TCP received a written certification from Kanchanaburi Provincial Court dated 9 October 2013 to that effect. On 15 October 2013, the Board of Directors of TCP resolved to proceed

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Form 247-4 (SorJor 6/2546) (Translation) with the delisting process pursuant to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2008. 5. Type and Amount of the Offered Securities As of the submission date of this Tender Offer, the Business only has ordinary shares as the only type of securities. The number of the total outstanding shares in the Business is 358,253,721 ordinary shares with a par value of Baht 10 per share whereby each of the shares in the Business carries one vote. The Offeror currently holds an aggregate of 309,197,095 shares in the Business, representing 86.31 percent of its total outstanding shares. The voting rights of those shares amount to 309,197,095 votes, representing 86.31 percent of the total voting rights of the Business. Pursuant to this Tender Offer, the Offeror will offer to tender 49,056,626 shares of the Business, representing 13.69 percent of the total outstanding shares of the Business, equivalent to 13.69 percent of the total voting rights in the Business. 6. Offer Price The Tender Offer Price is Baht 21.00 (Twenty One Baht) per share. The shareholders who accept this Tender Offer (the “Offeree”) will bear the commission fee at the rate of 0.25 percent of the Tender Offer Price, together with the applicable value added tax (VAT) at the rate of 7 percent on such portion of the commission fee. Thus, the net proceed of the Tender Offer Price payable to the Offerees is Baht 20.9438 (Twenty point Nine Four Three Eight Baht) per share. The Tender Offer Price () is the final offer without further changes (“Final Offer”) (unless a change is required under the conditions listed in Section 8). () is not the final offer and may be changed by the Offeror. In calculating the amount of payment to be paid to each Offeree, the Tender Offer Agent shall multiply the net offer price with the number of shares sold to the Offeror and round the derived amount to the second decimal place. In case that the number in the third decimal place is greater than or equal to five, such number shall be rounded up and the number less than five shall be disregarded. Under the Revenue Code, the Tender Offer Agent will deduct a withholding tax of 15 percent on the capital gain arising from the sale of shares by the Offeree who is a foreign juristic person and does not operate any businesses in Thailand, except in the case where that Offeree can present evidence satisfactory to the Tender Offer Agent that the Offeree is a foreign juristic person residing in a country that has entered into a double taxation treaty with Thailand and such treaty specifies the exemption of the taxation imposed on capital gains from a sale of shares in Thailand. The withholding tax will be calculated based on capital gain from the share sale (i.e. the difference between the Tender Offer Price and the cost of purchase). The Offeree must notify the cost of purchase to the Tender Offer Agent in the confirmation form of the cost of securities tendered as attached in

-5-

Form 247-4 (SorJor 6/2546) (Translation) Annex 4 (for ordinary shares) and Annex 9 (for NVDRs). In the event that the Offeree does not notify the cost of purchase of tendered securities to the Tender Offer Agent, the Tender Offer Agent will deduct the withholding tax calculated based on the entire proceed of the shares sold to be paid to that Offeree. The Offeree who is a Thai juristic person shall be subject to a deduction of the applicable withholding tax at 3 percent on the portion of the commission fee for the shares tendered and shall issue a withholding tax certificate to Asia Plus Securities Public Company Limited (in its capacity as the Tender Offer Agent). 7. Tender Offer Period The “Tender Offer Period” will be a total of 45 business days commencing on 29 November 2013 and ending on 6 February 2014, from 9.00 a.m. to 4.30 p.m. on each business day. This Tender Offer Period () is the final period without further extension (“Final Period”) (unless a change is required under the conditions listed in Section 8). () is not the final period and the Tender Offer Period may be extended by the Offeror. 8. Conditions for Changes in the Tender Offer () there are no conditions. () there are conditions for change to the Tender Offer as follows: () The Offeror may reduce the Tender Offer Price or extend the Tender Offer Period if an event occurs that has a material adverse effect on the conditions or the assets of the Business during the Tender Offer Period. () The Offeror may change the terms of this Tender Offer or extend the Tender Offer Period if there is any other person who has submitted a tender offer to purchase securities of the Business during the Tender Offer Period. 9. Conditions for Cancellation of the Tender Offer The Offeror may cancel the Tender Offer to purchase the securities upon an occurrence of any of the following circumstances: 9.1 any event occurs or any act is done after the statement of this Tender Offer is filed with the Office of the Securities and Exchange Commission (“SEC”) and before the expiry of the Tender Offer Period which results or is likely to result in severe damage to the condition or the assets of the Business provided that such event or act is not caused by the Offeror or any person for whom the Offeror is responsible; or

-6-

Form 247-4 (SorJor 6/2546) (Translation) 9.2 the Business performs any act after the statement of this Tender Offer is filed with the SEC and before the expiry of the Tender Offer Period which results in a substantial reduction in the price of the Business’s ordinary shares. 9.3 the Business performs any act that may significantly and negatively affect the Tender Offer as per Notification of the Capital Market Supervisory Board No. TorJor. 14/2554 re: action or exceptions of actions that may impact the tender offer of a business 10. Tender Offer Revocation Period during the Tender Offer Period The Offeree may revoke its acceptance to the Tender Offer on any business day of the Tender Agent from 9.00 a.m. to 4.30 p.m., commencing on 29 November 2013 and ending on 2 January 2014 (or totaling 20 business days after the start of the Tender Offer Period). 11. Purchase Amount Allocation in the Event that the Amount Tendered is Either More or Less than the Amount Offered to Purchase (only for circumstances involving the purchase of some shares under Section 5 of the Notification of the Capital Market Supervisory Board No. TorJor. 12/2554) The above statement is not applicable in this case because the Offeror will tender for all the outstanding shares of the Business that any Offeree intends to sell. 12. Source of Funds to Finance the Tender Offer The Offeror will pay for the Tender Offer in cash. The Siam Cement Public Company Limited (“SCC”), the parent company of the Offeror, will provide the source of fund in the aggregate amount not exceeding Baht 1,035,000,000. SCC has issued a letter to confirm the source of fund to be provided for the purpose of this Tender Offer as attached in Annex 13. Asia Plus Advisory, in its capacity as the Tender Offer Preparer, has reviewed the financial positions of SCC based on its latest financial statements and the outstanding balance, prior to this Tender Offer, of the SCC’s bank account that is used for business operations and investments and has found that the outstanding balance exceeds the amount of Baht 1,035,000,000 which is sufficient for this Tender Offer. Thus, Asia Plus Advisory is of the view that SCC has sufficient funds to support this Tender Offer, and, as such, the Tender Offeror has a source of adequate fund to finance the Tender Offer. 13. Name of the Tender Offer Agent Name Address for Tender Offer Acceptance Submission Telephone

: Asia Plus Securities Public Company Limited : Operation Services 9th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120 : 0-2680-1333 Ms. Arissara Tongyoi 0-2680-1321 Ms. Komkai Jarunmahawong -7-

Form 247-4 (SorJor 6/2546) (Translation)

Facsimile Settlement Date

0-2680-1324 Ms. Patchamon Jirajarasnan 0-2680-1327 Ms. Sineeya Nualjaem : 0-2680-1733 : 11 February 2014

-8-

Form 247-4 (SorJor 6/2546) (Translation) Part 2 Details on the Offeror 1. Information on the Offeror 1.1 General information Name: Address: Telephone: Facsimile: Company Registration No.

SCG Paper Public Company Limited (“SCG Paper”) 1 Siam Cement Road, Bangsue, Bangkok 10800 0-2586-4548 0-2587-2213 0107537000921

1.2 Business information and other information (1) Nature of business SCG Paper was established in 1979 by The Siam Cement Public Company Limited and Siam Kraft Co., Ltd to engage in manufacturing and sales of pulp. Its initial registered capital was Baht 100 million under the name of The Siam Pulp and Paper Co., Ltd. The Company was later converted into a public company in 1994 and incresed its capital to Baht 1,400 million. Currently, the registered capital amounts to Baht 1,563 million. The Company was delisted from the Stock Exchange of Thailand in 2003 and was thereafter renamed SCG Paper Public Company Limited in April 2007. SCG Paper, together with its subsidiaries, is the country’s only integrated producer of high quality pulp, paper, and containers. Their main businesses can be divided in to 2 groups, namely Pulp and Printing & Writing Paper business and Packaging Paper & Corrugated Containers business. (2) Shareholding structure of SCG Paper Public Company Limited The Siam Cement Public Company Limited 98.46% SCG Paper Public Company Limited 86.31% Thai Cane Paper Public Company Limited

-9-

Form 247-4 (SorJor 6/2546) (Translation) (3) Registered and paid-up capital As of the Tender Offer submission date, SCG Paper has a registered and paid-up capital of Baht 1,563,000,000 divided into 156,300,000 shares with a par value of Baht 10 each. (4) List of shareholders As of 30 September 2013, the top 10 shareholders of SCG Paper are as follow: Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

The Siam Cement Public Company Limited The Crown Property Bureau Mr. Taewin Tantichattanont Ms. Orapin Thidarat Randery Burahmakan Company Limited Mr. Man Nana Roman Catholic Mission of Bangkok Mr. U-thane Tantichattanont Mr. Somsak Nana Mr. Pipatpong Israsena Na Ayuthaya Total

No. of Shares 153,890,055 826,200 116,000 110,400 93,600 78,160 53,448 50,000 46,572 26,444 155,290,879

% of Total % of Total Outstanding Shares Voting Shares 98.46 98.46 0.53 0.53 0.07 0.07 0.07 0.07 0.06 0.06 0.05 0.05 0.03 0.03 0.03 0.03 0.03 0.03 0.02 0.02 99.35 99.35

(5) List of Board of Directors of the Offeror (according to the SCG Paper’s affidavit as of 30 September 2013). Name of Directors 1. 2. 3. 4. 5. 6.

Position

Mr. Kan Trakulhoon Mr. Kajohndet Sangsuban Mr. Somchai Wangwattanapanich Mr. Chaovalit Ekabut Mr. Aree Chavalitcheewingul Mr. Roongrote Rangsiyopash

Director Director Director Director Director Director

- 10 -

Form 247-4 (SorJor 6/2546) (Translation) (6) Summary of the financial position and operating performance of the Offeror. The summary of the Offeror’s financial statements of TCP for the year ended at 31 December 2010, 31 December 2011, and 31 December 2012 is as follows: (Unit: THB million except otherwise stated) 2011 2012

2010 Company Only

Financial Position Total Assets Total Liabilities Shareholders’ Equity Registered Capital Issued and Paid-up Capital Operating Performance Total Revenue Total Expenses Net Income Earnings per Share (baht) Dividend per Share (baht) Book Value per Share (baht)

34,405.70 13,185.88 21,219.82 1,563.00 1,563.00 2,913.87 1,134.89 1,531.73 9.80 6.50 135.76

Consolidated

Company Only

Consolidated

50,127.28 35,062.57 19,957.15 13,617.81 30,170.13 21,444.76 1,563.00 1,563.00 1,563.00 1,563.00

52,462.80 19,936.29 32,526.51 1,563.00 1,563.00

51,910.21 46,364.69 3,412.77 21.83 6.50 193.03

55,073.84 49,881.90 3,298.27 21.10 5.00 208.10

2,436.46 1,202.06 1,049.79 6.72 5.00 137.20

Company Only

37,540.79 15,416.25 22,124.53 1,563.00 1,563.00

Consolidated

58,439.00 22,655.57 35,783.43 1,563.00 1,563.00

2,927.88 57,979.61 1,338.93 52,730.06 1,470.90 3,782.58 9.41 24.20 5.00 5.00 141.55 228.94

Remark : SCG Paper does not prepare reviewed quarterly financial statements.

Since SCC, the parent company of the Offeror, will provide SCG Paper with the fund for the Tender Offer, it is required to present the financial position and operating performance of SCC as well. The summary of SCC’s financial statements for the year ended at 31 December 2010, 31 December 2011, and 31 December 2012, as well as the 9-month period ended 30 September 2013 is as follows: (Unit: THB million except otherwise stated) 2010

2011

2012

9-month 2013

Company Only Consolidated Company Only Consolidated Company Only Consolidated Company Only Consolidated

Financial Position Total Assets Total Liabilities Shareholders’ Equity Registered Capital Issued and Paid-up Capital

192,910.00 359,218.87 184,712.07 373,789.33 207,695.97 395,573.14 217,411.42 426,559.76 125,417.07 199,648.61 118,930.95 210,820.77 135,400.30 234,450.48 141,158.60 246,026.68 67,492.93 159,570.26 65,781.12 162,968.57 72,295.67 161,122.66 76,252.81 180,533.08 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,600.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00

- 11 -

Form 247-4 (SorJor 6/2546) (Translation) 2010

2011

2012

9-month 2013

Company Only Consolidated Company Only Consolidated Company Only Consolidated Company Only Consolidated

Operating Performance Total Revenue 44,297.17 325,739.51 22,547.77 379,472.82 24,802.02 418,337.25 21,833.04 338,669.83 Total Expenses 1,318.43 278,241.33 1,902.13 348,948.91 2,084.16 390,213.03 1,637.84 305,703.24 Net Income 33,344.32 37,258.62 16,830.98 23,745.67 19,649.52 18,622.11 18,023.26 29,011.51 Earnings per Share 27.79 31.05 14.03 19.79 16.37 15.52 15.02 24.18 (baht) Dividend per Share 9.50 9.50 13.50 13.50 11.50 11.50 12.00 12.00 (baht) Book Value per Share 56.24 132.98 54.82 135.81 60.25 134.27 63.54 150.44 (baht) Remark : Securities holders of the Business may find additional details disclosed in Form 56-1 and its audited financial statements on the websites of the SEC (www.sec.or.th) and the SET (www.set.or.th).

(7) Material obligations under the auditor’s notes to the financial statements As at 31 December 2012, the Company and its subsidiaries had: 1) The purchase and installation of machinery and equipment of Baht 96 million (31 December 2011: Baht 222 million) 2) Outstanding forward exchange contracts for foreign currencies against Thai Baht as follows:

US Dollars Euro Yen Total

Contract Amount Currency Equivalent to Baht 2012 2011 2012 2011 (in thousand) (in thousand Baht) 648 1,128 20,332 35,733 585 17,051 23,568 744,049 173,000 68,893 43,900 848,675

The above contracts are due within 3 April 2013 (31 December 2011: 31 August 2012) 3) Unnegotiated letters of credit of Baht 61 million (31 December 2011: Baht 251 million) 4) Contingent Liability for letter of guarantees issued by local banks for the Company and its subsidiaries to government organizations of Baht 76.9 million (31 December 2011: Baht 96.1 million) - 12 -

Form 247-4 (SorJor 6/2546) (Translation) (8) Information relating to criminal records -None(9) Pending legal disputes -None2. Information on the Tender Offer Preparer Name: Asia Plus Advisory Company Limited Position: Financial Advisor to the Offeror Address: 11th Floor Sathorn City Tower 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120 Telephone: 0-2680-4000 Facsimile: 0-2670-9291 3. Information on Name: Position: Address: Telephone: Facsimile:

the Tender Offer Agent Asia Plus Securities Public Company Limited Tender Offer Agent of the Offeror 9th Floor Sathorn City Tower 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120 0-2680-1333, 0-2680-1321, 0-2680-1324 0-2680-1733

4. Information on the Other Advisors -None5. Relationship between the Offeror and the Business, its Major Shareholders, or Directors of the Business 5.1 Executive summary of contracts/agreements/memorandums of understanding entered into by the Offeror prior to the submission of this tender offer statement in relation to the sale and purchase of a material number of securities in the Business. The Offeror did not enter into any contract/agreement/memorandum of understanding prior to the submission of this Tender Offer. 5.2 Direct or indirect shareholding of the Offeror or authorized representative (in case the Offeror is a juristic person) in the Business; or the major shareholder of the Business (in case the major shareholder of the business is a juristic person)

- 13 -

Form 247-4 (SorJor 6/2546) (Translation) As of the Tender Offer submission date, SCG Paper holds 309,197,095 shares, representing 86.31 percent of the total outstanding shares and total voting rights of the Business. In addition, persons affiliated to the Offeror under Section 258 hold shares in the Business as follow: Name 1. 2. 3. 4. 5. 6. 7. 8. 9.

Cementhai Holding Co., Ltd. SCG Holding Co., Ltd. SCG Trading Co., Ltd. The Siam Fibre-Cement Co., Ltd. Thai Polyethylene Co., Ltd. Thai Polypropylene Co., Ltd. Thai Ceramic Co., Ltd. SCG Landscape Co., Ltd. The Concrete Products and Aggregate Co., Ltd. 10. SCG Logistics Management Co., Ltd. 11. CTO Management Co., Ltd. 12. SCG Sourcing Co., Ltd. 13. TIP Fibre-Cement Co., Ltd. 14. Dhara Pipe Co., Ltd. 15. Siam Mortar Co., Ltd. 16. The Siam White Cement Co., Ltd. 17. Cementhai Energy Conservation Co., Ltd. 18. R I L 1996 Co., Ltd. 19. SCG Plastics Co., Ltd. 20. SCG Cement-Building Materials Co., Ltd. 21. Cementhai Property (2001) Public Company Limited 22. Property Valueplus Co., Ltd. 23. SCG Polyolefins Co., Ltd 24. Gemago Co., Ltd. 25. The Fibre-Cement Products (Lampang) Co., Ltd. 26. Siam Fiberglass Co., Ltd. 27. Eco Plant Services Co., Ltd. 28. SCG Performance Chemicals Co., Ltd. 29. Siam Research and Innovation Co., Ltd.

Total

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Number of Shares

Shareholding Percentage

Voting Right Percentage

276 138 138 138 138 138 138 138

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

138

0.00

0.00

138 138 138 138 138 138 138 138 138 138 138

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

138

0.00

0.00

138 138 138

0.00 0.00 0.00

0.00 0.00 0.00

138

0.00

0.00

138 138 138 138 4,140

0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00

Form 247-4 (SorJor 6/2546) (Translation) 5.3 Direct or indirect shareholding of the Business or its major shareholders or directors in the Offeror (in case the Offeror is a juristic person) As of 30 September 2013, there is direct or indirect shareholding of the Business or its major shareholders or directors in the Offeror as follow: 1. Mr. Roongrote Rangsiyopash, director of the Business, held 30,000 shares in SCC, a parent company of the Offeror, representing 0.00 percent of the total outstanding shares in SCC. 2. Mr. Chartchai Leukulwatanachai, director of the Business, held 700 shares in SCC, a parent company of the Offeror, representing 0.00 percent of the total outstanding shares in SCC. 5.4 Other relationships -None6. Other Relevant Information for the Securities Holders’ Decision Making 6.1 Securities held by the Offeror 6.1.1

Shares

Ordinary shares

Number of Shares 309,197,095

Shareholding Percentage 86.31

Voting Right Percentage 86.31

-

-

-

-

Ordinary shares

4,140

0.00

0.00

Ordinary shares Ordinary shares Ordinary shares

276 138 138

0.00 0.00 0.00

0.00 0.00 0.00

Ordinary shares

138

0.00

0.00

Ordinary shares Ordinary shares Ordinary shares Ordinary shares

138 138 138 138

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00

Ordinary shares

138

0.00

0.00

Ordinary shares

138

0.00

0.00

Name

Type of Shares

I Offeror II Member of the same group as the Offeror III Person affiliated to the persons under I and II above under Section 258 1. Cementhai Holding Co., Ltd. 2. SCG Holding Co., Ltd. 3. SCG Trading Co., Ltd. 4. The Siam Fibre-Cement Co., Ltd. 5. Thai Polyethylene Co., Ltd. 6. Thai Polypropylene Co., Ltd. 7. Thai Ceramic Co., Ltd. 8. SCG Landscape Co., Ltd. 9. The Concrete Products and Aggregate Co., Ltd. 10. SCG Logistics Management Co., Ltd.

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Form 247-4 (SorJor 6/2546) (Translation)

Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares

Number of Shares 138 138 138 138 138

Shareholding Percentage 0.00 0.00 0.00 0.00 0.00

Voting Right Percentage 0.00 0.00 0.00 0.00 0.00

Ordinary shares

138

0.00

0.00

Ordinary shares

138

0.00

0.00

Ordinary shares Ordinary shares

138 138

0.00 0.00

0.00 0.00

Ordinary shares

138

0.00

0.00

Ordinary shares

138

0.00

0.00

Ordinary shares Ordinary shares Ordinary shares

138 138 138

0.00 0.00 0.00

0.00 0.00 0.00

Ordinary shares

138

0.00

0.00

Ordinary shares Ordinary shares

138 138

0.00 0.00

0.00 0.00

Ordinary shares

138

0.00

0.00

Ordinary shares

138

0.00

0.00

-

-

-

-

Total

309,201,235

86.31

86.31

Name

Type of Shares

CTO Management Co., Ltd. SCG Sourcing Co., Ltd. TIP Fibre-Cement Co., Ltd. Dhara Pipe Co., Ltd. Siam Mortar Co., Ltd. The Siam White Cement Co., Ltd. 17. Cementhai Energy Conservation Co., Ltd. 18. R I L 1996 Co., Ltd. 19. SCG Plastics Co., Ltd. 20. SCG Cement-Building Materials Co., Ltd. 21. Cementhai Property (2001) Public Company Limited 22. Property Valueplus Co., Ltd. 23. SCG Polyolefins Co., Ltd 24. Gemago Co., Ltd. 25. The Fibre-Cement Products (Lampang) Co., Ltd. 26. Siam Fiberglass Co., Ltd. 27. Eco Plant Services Co., Ltd. 28. SCG Performance Chemicals Co., Ltd. 29. Siam Research and Innovation Co., Ltd. IV Any agreement which will allow the person under I to III to hold additional shares.

11. 12. 13. 14. 15. 16.

6.1.1

Other convertible securities -None-

6.2 Source of funds to finance the tender offer The Offeror will pay for the Tender Offer in cash. The Siam Cement Public Company Limited (“SCC”), the parent company of the Offeror, will provide the source of fund in the aggregate - 16 -

Form 247-4 (SorJor 6/2546) (Translation) amount not exceeding Baht 1,035,000,000. SCC has issued a letter to confirm the source of fund to be provided for the purpose of this Tender Offer as attached in Annex 13. Asia Plus Advisory, in its capacity as the Tender Offer Preparer, has reviewed the financial positions of SCC based on its latest financial statements and the outstanding balance, prior to this Tender Offer, of the SCC’s bank account that is used for business operations and investments and has found that the outstanding balance exceeds the amount of Baht 1,035,000,000 which is sufficient for this Tender Offer. Thus, Asia Plus Advisory is of the view that SCC has sufficient funds to support this Tender Offer, and, as such, the Tender Offeror has a source of adequate fund to finance the Tender Offer. 6.3 Plan to sell the securities At present, the Offeror has no intention to sell any of its existing ordinary shares in the Business or the shares that will be received from this Tender Offer to other persons within 12 months from the end of the Tender Offer Period, except for the purposes of complying with any legal and regulatory requirements that are effective at the time or in case that the Offeror undertakes business reorganization and/or restructuring within the group after the Tender Offer to provide utmost benefits to shareholders of the Company and the Business. 6.4 Other essential information -None-

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Form 247-4 (SorJor 6/2546) (Translation) Part 3 Information of the Business 1. Details of the Business 1.1 Nature of business Thai Cane Paper Public Company Limited (“TCP”) was established in 1987 in order to manufacture and distribute kraft paper for use in making corrugating container. In 1996, its ordinary shares were listed on the SET. After that, in 2003, TCP issued and offered new ordinary shares to The Siam Pulp and Paper Public Company Limited (recently changed the company’s name to SCG Paper Public Company Limited) and used the proceeds for debt repayment to financial institutions as agreed in the debt restructuring plan with Thai Assets Management Corporation. Therefore, The Siam Pulp and Paper Public Company Limited became the major shareholder of TCP. In 2004, TCP issued new ordinary shares to existing shareholders according to their holding portions in order to raise funds for investment in The Co-Generation Plant Project for TCP’s kraft mill in Prachinburi. The investment purpose is to reduce energy costs and help conserve the environment. The Prachinburi mill’s co-generation plant inaugurated actual operation in 2006. Currently, key products of TCP are categorized into 2 groups i.e. kraft liner board for use in making packaging surfaces and kraft paper for making corrugated medium. TCP offers numerous grades of products to meet the diverse market demand. TCP’s target customers are local producers of packaging and corrugated plates as well as paper processors. In 2013, TCP runs 2 mills and has a total annual production capacity of 275,000 tons. The first mill is located in Tamuang District, Kanchanaburi Province with annual production capacity of 100,000 tons. The second mill, which is one of the most technologically advanced in Asia, is located at Kabinburi District, Prachinburi Province, has the annual production capacity of 175,000 tons. All of its products are certified by the Thai Industrial Standards Institute, Ministry of Industry. TCP’s management systems are also certified by international standards. As TCPs kraft papers are used as raw material for producing corrugated paper boxes, the market demand depends on the wth of different industries that use corrugated box as packaging for local, international and export.

1.2 Summary of financial statement and operating performance of the Business The summary of TCP’s financial statements for the year ended at 31 December 2010, 31 December 2011, and 31 December 2012, as well as the 9-month period ended 30 September 2013 is as follows:

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Form 247-4 (SorJor 6/2546) (Translation) (Unit : THB million except otherwise stated) Items Statement of Financial Position Total assets Total liabilities Registered capital Total shareholders’ equity Statement of Comprehensive Income Revenue from sales Total revenue Cost of sales Total expenses Net profit for the year Basic earnings per share (Baht) Dividend per share (Baht) Book value per share (Baht) Statement of Cash Flow Cash flow from operation activities Cash flow from investing activities Cash flow from financing activities

2010

2011

2012

9-month 2013

6,058.85 826.10 3,583.89 5,232.75

6,408.72 1,106.31 3,583.89 5,302.41

6,514.68 949.44 3,583.89 5,565.24

6,614.00 804.53 3,583.89 5,809.47

4,772.08 4,786.14 4,223.60 202.44 298.49 0.83 0.60 1.69

5,039.92 5,070.93 4,518.86 219.71 313.85 0.88 0.60 1.79

5,576.68 5,593.04 4,680.90 262.77 489.76 1.37 0.70 1.82

4,222.57 4,238.49 3,414.92 195.99 495.01 1.38 1.85

613.33 (238.80) (393.82)

458.07 (201.71) 24.12

911.41 (456.48) (416.91)

772.73 (73.02) (415.83)

Remark : Securities holders of the Business may find additional details disclosed in Form 56-1 and its audited financial statements on the websites of the SEC (www.sec.or.th) and the SET (www.set.or.th)

1.3 Shareholding structure of the Business (1) The list of top 10 shareholders of TCP, as of September 2013, is as follows: Major Shareholders

No. of Shares

1. SCG Group - SCG Paper Public Company Limited - Cementhai Holding Company Limited - SCG Holding Company Limited - SCG Trading Company Limited

309,201,235 309,197,095 276 138 138

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% of Total Issued Shares 86.31 86.31 0.00 0.00 0.00

% of Total Voting Shares 86.31 86.31 0.00 0.00 0.00

Form 247-4 (SorJor 6/2546) (Translation) Major Shareholders

138

% of Total Issued Shares 0.00

% of Total Voting Shares 0.00

138 138 138 138 138

0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00

138

0.00

0.00

138 138 138 138 138 138

0.00 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00

138

0.00

0.00

138 138 138

0.00 0.00 0.00

0.00 0.00 0.00

138

0.00

0.00

138 138 138 138

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00

138 138 138

0.00 0.00 0.00

0.00 0.00 0.00

No. of Shares

- The Siam Fibre-Cement Company Limited - Thai Polyethylene Company Limited - Thai Polypropylene Company Limited - Thai Ceramic Company Limited - SCG Landscape Company Limited. - The Concrete Products and Aggregate Company Limited - SCG Logistics Management Company Limited - CTO Management Company Limited - SCG Sourcing - TIP Fibre-Cement Company Limited - Dhara Pipe Company Limited - Siam Mortar Company Limited - The Siam White Cement Company Limited - Cementhai Energy Conservation Company Limited - R I L 1996 Company Limited - SCG Plastics Company Limited - SCG Cement-Building Materials Company Limited. - Cementhai Property (2001) Public Company Limited - Property Valueplus Company Limited - SCG Polyolefins Company Limited - Gemago Company Limited - The Fibre-Cement Products (Lampang) Company Limited - Siam Fiberglass Company Limited - Eco Plant Services Company Limited - SCG Performance Chemicals Company Limited

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Form 247-4 (SorJor 6/2546) (Translation) Major Shareholders

2.

3.

4. 5. 6. 7. 8. 9. 10.

% of Total Issued Shares 0.00

% of Total Voting Shares 0.00

18,320,479 5,900,032 4,788,463 4,700,925 836,775

5.11 1.65 1.34 1.31 0.23

5.11 1.65 1.34 1.31 0.23

728,182 693,506 662,596 10,000 6,956,836 5,286,027 579,690 488,160 488,160 114,799 4,203,300 3,179,800 1,115,500 987,606

0.20 0.19 0.18 0.00 1.94 1.48 0.16 0.14 0.14 0.03 1.17 0.89 0.31 0.28

0.20 0.19 0.18 0.00 1.94 1.48 0.16 0.14 0.14 0.03 1.17 0.89 0.31 0.28

943,267 572,870 530,000 346,010,893

0.26 0.16 0.15 96.58

0.26 0.16 0.15 96.58

No. of Shares

- Siam Research and Innovation Company Limited Janedittakara Group - Mr. Pornsit Janedittakara - Mr. Saksit Janedittakara - Mr. Pisit Janedittakara - Sahasit Import and Export (Thailand) Company Limited - Mrs. Pennee Janedittakara - Mr. Ekkasit Janedittakara - Mrs. Wannipha Janedittakara - Mrs. Sirinee Janedittakara Wanijcharoen and Keeratimongkollert Group - Mr. Kitti Wanijcharoen - Mr. Panyachai Keeratimongkollert - Mr. Thaveekiat Keeratimongkollert - Mr. Nantachai Keeratimongkollert - Mr. Nut Keeratimongkollert Social Security Office (2 cases) Mr. Verawat Chaiworaporn Mr. Tewan Tantijattanont Siam Commercial Bank Public Company Limited Mr. Wanchai Rangsiyapornrat Mrs. Kanitta Han-utsaha Mrs. Mookda Techaplalert Total

138

Source: TCP

(2) Expected shareholding structure after the Tender Offer In the event that all shareholders of the Business tender their shares in this Tender Offer, SCG Paper will hold 358,253,721 shares, or equivalent to 100.00% of total issued shares and total voting shares.

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Form 247-4 (SorJor 6/2546) (Translation)

1.4 List of the directors of the Business as of 30 September 2013 and the expected changes after the Tender Offer

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

Member of the Board Mr. Roongrote Rangsiyopash Mr. Damri Tunshevavong Mr. Twatchai Wongpaisarn Mr. Virapan Pulges Mr. Chartchai Leukulwatanachai Mr. Montri Mahaplerkpong Mr. Krishna Sivakrisakul Mr. Sobhon Dhammapalo Ms. Rawewan Peyayopanakul Pol. Maj. Gen. Urai See-Urai Mr. Sitthichai Chantravadee

Position Chairman Vice Chairman Managing Director Independent Director Director Director Independent Director Independent Director/ Chairman of the Audit Committee Independent Director/ Member of the Audit Committee Independent Director/ Member of the Audit Committee Independent Director/ Member of the Audit Committee

Source : TCP

After the Tender Offer, the Offeror may change the directors as appropriate if there is any resignation, or term expiration. There may also be additional appointments of directors in proportion with shareholding structure. However, the Tender Offeror currently does not plan any changes in the board of directors. If there is any change, the Offeror will consider an implementation in compliance with the Business’s article of association. 1.5 The highest and lowest share price of the Business for each quarter during the past 3 years Year 2010

2011

2012

Quarter 1 2 3 4 1 2 3 4 1 2 3 4

Highest Price (Baht) 15.40 15.10 18.00 16.00 19.40 19.00 16.80 15.00 18.00 20.05 17.00 19.00 - 22 -

Lowest Price (Baht) 11.00 12.90 14.70 13.50 14.00 14.50 14.00 13.00 13.00 15.00 15.50 15.40

Form 247-4 (SorJor 6/2546) (Translation) Year 2013

Quarter 1 2 3 1 Oct-19 Nov

Highest Price (Baht) 21.00 22.00 26.50 21.10

Lowest Price (Baht) 17.00 18.20 19.00 19.40

Source: SETSMART

2. Operational Plan after the Business Takeover 2.1 Business Status The Extraordinary General Meeting of Shareholders No. 1/2008 held on 9 June 2008 approved the delisting of the Business's securities from the SET, which granted its approval on the matter on 23 June 2008 with the condition that TCP must arrange for SCG Paper to make a tender offer in compliance with rules and regulation governing the transaction. In July 2008, however, 9 shareholders made a legal action to the court for the revocation of the aforementioned EGM’s resolution. As a result, the Offeror did not proceed with the Tender Offer as it waited for the clear direction and judgment from the court. In 2012 and 2013, the Court of First Instance and the Court of Appeals announced a verdict to dismiss the case as the Courts considered that the Business conducted the EGM legally and completely in accordance with the related laws and regulations. As the 9 plaintiffs did not file a petition to the Supreme Court within the period specified by law, the case is now final. On 15 October 2013, the board of directors of TCP resolved to proceed with the delisting process pursuant to the resolution of the EGM no. 1/2008. SCG Paper will make tender offer for TCP’s securities so that the delisting process can complete. 2.2 Policy and plans of business operations Within 12 months after the tender offer period, the Offeror does not have any plan to materially change policies or the business plan regarding operation, organization, human resource, disposal of major assets, financial structure, or dividend payment, except when the policies or the business plan can, or are expected to, significantly affect the operation of the Business so that it can adjust to future economic conditions and market circumstance, enhance the competitiveness, and improve operation efficiency of its key businesses. Such changes may include fund raising through either equity or debt to support business expansion. In the event that there is any of the aforementioned change, the Offeror has a duty to comply with rules and regulations governing such transactions at that time.

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Form 247-4 (SorJor 6/2546) (Translation) 2.3 Related party transactions According to the financial statement for the year ended 31 December 2012 and for the 9-month period ended 30 September 2013, TCP had related transactions with SCG Paper and/or affiliated persons pursuant to Section 258 of the Public Company Act in forms of selling and purchasing goods as well as providing and receiving services at the market prices as described below:

Transaction Revenue from sales Siam Kraft Industry Company Limited Thai Containers Group Company Limited Thai Containers (TCC) Company Limited Thai Containers Saraburi Company Limited Dyna Packs Company Limited Orient Containers Company Limited Thai Containers Rayong Company Limited Thai Containers Songkhla (1994) Company Limited Others Total Service income The Siam Cement Public Company Limited SCG Paper Public Company Limited Other related parties Total Purchase of goods Siam Kraft Industry Company Limited Phoenix Pulp & Paper Public Company Limited SCG Trading Company Limited Thai Paper Company Limited InfoZafe Company Limited Others Total Service fees The Siam Cement Public Company Limited SCG Paper Public Company Limited Other related parties Total

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2012

(Unit : THB million) 9-month 2013

1,227.77 606.04 221.27 144.40 113.48 77.90 75.12 2,465.98

1,005.69 737.91 54.36 38.69 46.07 45.12 64.20 53.38 2,045.41

0.01 0.13 1.02 1.16

0.46 1.13 1.59

1,071.60 163.83 335.17 92.72 21.83 92.43 1,777.57

525.61 237.71 433.66 24.43 102.88 1,324.29

8.42 10.67 65.26 84.35

8.49 10.00 81.54 100.02

Form 247-4 (SorJor 6/2546) (Translation) Transaction Trade receivables Siam Kraft Industry Company Limited Thai Containers Group Company Limited Thai Containers (TCC) Company Limited Thai Containers Saraburi Company Limited Dyna Packs Company Limited Orient Containers Company Limited Thai Containers Rayong Company Limited Others Total Other receivables from related parties SCG Paper Public Company Limited Thai Paper Company Limited IT One Company Limited Others Total Trade payables Siam Kraft Industry Company Limited Phoenix Pulp & Paper Public Company Limited SCG Trading Company Limited Others Total Other payables to related parties The Siam Cement Public Company Limited SCG Paper Public Company Limited Siam Kraft Industry Company Limited Other related parties Total

2012

9-month 2013

104.27 56.26 18.13 9.56 7.73 8.66 204.61

124.86 93.10 16.94 18.18 8.38 4.08 265.54

0.11 0.86 0.17 1.14

0.37 0.96 0.14 1.48

78.26 33.25 30.74 17.44 159.69

49.62 39.20 43.66 24.40 156.87

0.95 2.64 0.99 0.13 4.72

1.02 1.08 7.12 0.88 10.10

Remark : Securities holders of the Business may find additional details disclosed in Form 56-1 and its audited financial statements on the websites of the SEC (www.sec.or.th) and the SET (www.set.or.th)

After the Tender Offer, SCG Paper and/or affiliated persons pursuant to Section 258 does not plan to make any significant change to the current connected transaction policy. When considering future connected transactions, the Offeror will put forth the benefits to the Business brought by the transaction like when doing business with non-related parties. Such transactions shall be put before the board of directors and/or shareholders of TCP for approval in compliance with the rules and regulation governing the Business and the Public Company Act B.E. 2535. Current related party

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Form 247-4 (SorJor 6/2546) (Translation) transactions are expected to continue into the future as well since such transactions are related to business operation of TCP.

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Form 247-4 (SorJor 6/2546) (Translation) Part 4 Additional Details on the Tender Offer 1. Procedure for Accepting the Tender Offer To accept the tender offer, the shareholders of the Business who intend to sell their shares either in part or whole must comply with the following procedures: 1.1 Properly, duly, and clearly execute the “Form for Tender Offer Acceptance of Securities of Thai Cane Paper Public Company Limited” (Annex 2 for ordinary shares and according to Annex 7 for NVDRs.) Remark: The nationality of the Offeree must be the same as the nationality of the security holder specified on the security certificate. The Tender Offer Agent will not accept any security from the Offeree whose security certificate specifies a nationality other than that of the Offeree. 1.2 The Offeree must enclose the following supporting documents: 1.2.1

In case of shares held in certificate form, the Offeree must properly endorse on the back of the share certificate in the column marked “Transferor’s Signature” (the Tender Offer Agent will accept the share certificates only when the shareholder whose name appears on the share certificate properly endorses the share certificate and also submits a complete set of the supporting documents) together with two sets of the supporting documents required from the transferee as specified in Section 1.2.3 (as the case may be). In case of a lifetime identification card, please submit certified true copy of the house registration showing the address and name that are identical to the lifetime identification card. The Tender Offer Agent requests the Offeree cooperation in submitting the share certificate and the Tender Offer Acceptance Form as stated in Section 1.1 at least 2 business days prior to the last day of the Tender Offer Period. This is because the Tender Offer Agent must inspect the share certificate and deposit it with Thailand Securities Depository Company Limited (“TSD”), who is the securities registrar. - In the case where the title, name, or surname of the Offeree that appears on the share certificates differs from the title, name or surname on the identification card, the civil servant identification card, the state enterprise official identification card, the alien certificate, or passport, the Offeree must fill the new information in the “Amending Securities Holder Records” of TSD (as appeared in Annex 5) and attach a copy of evidence of such change issued by the relevant government authority, certified as a true copy. The new information must be the same as the

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Form 247-4 (SorJor 6/2546) (Translation) information appears on the identification card, the civil servant identification card, the state enterprise official identification card, the alien certificate or passport. - In the case where the Offeree is an estate administrator, the Offeree must provide a copy of the court order evidencing the appointment of the estate administrator issued not more than 1 year prior to the submission date of the Tender Offer Acceptance Form, a copy of the death certificate, a copy of the identification card of the estate administrator and a copy of the house registration of the estate administrator, certified as true copies, together with the share certificate endorsed by the estate administrator. - In the case where the Offeree is a minor, his or her parents (father and mother) must endorse the share certificate and attach copies of their identification cards and copies of house registration of the parents (father and mother) and the Offeree, certified as true copies. Remark: In the case of share held in certificate form, the Tender Offer Acceptance Form will be valid only after the share certificates have been verified, accepted and deposited by the TSD. If the share certificates are rejected by the TSD, the Tender Offer Agent will notify the Offeree to collect the rejected share certificates back from the Tender Offer Agent.

1.2.2 In the case of shares deposited with the TSD, the Offeree must contact the securities company with whom the Offeree has deposited the shares in his or her securities trading account to express the intention to sell and transfer the ordinary shares to the following account: - For Local Securities Holders “เอเซีย พลัส เพื่อเทนเดอร์ออฟเฟอร์” Account No. 008-000000014-8 - For Foreign Securities and NVDR Holders “ASP FOR TENDER OFFER” Account No. 008-000000014-8 1.2.3

Supporting documents in the case where the Offeree is: Thai individual - A certified true copy of a valid identification card, a civil servant identification card, or a state enterprise official identification card (in the case of civil servant identification card, or the state enterprise official identification card, please also attach a copy of the house registration certificate showing all 13 digits of the identification number), the change of name or surname certificate (if any) certified as true copies.

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Form 247-4 (SorJor 6/2546) (Translation) - In the case where the Offeree is a minor, the Offeree must attach a consent form from his or her parents (father and mother), copies of the parents (father and mother) and the Offeree’s identification cards and house registrations, certified as true copies. Foreign individual - A certified true copy of a valid alien certificate or passport is needed. Thai juristic person - A certified true copy of an affidavit issued by the Ministry of Commerce no longer than 12 months prior to the last day of the Tender Offer Period, signed by an authorized signatory and affixed with the company seal (if any). - A certified true copy of an identification card, civil servant identification card, or the state enterprise official identification card of the authorized signatory (in the event of civil servant identification card, or the state enterprise official identification card, please also attach a copy of a house registration certificate showing all 13 digits of the identification number). In the case where the authorized signatory is a foreigner, a certified true copy of his or her alien certificate or passport is also required. Foreign juristic person - Copies of the certificate of incorporation, memorandum of association and affidavit of the company issued not more than 12 months prior to the last day of the Tender Offer Period, certified as true copies by the authorized signatory and affixed with the company seal (if any). - A certified true copy of the passport of the authorized signatory who certifies the aforementioned documents. For all supporting documents that have been certified as true copies, the signature thereon must be certified by a Notary Public or any other authorized agency in the country where the documents are prepared or certified and then authenticated by an official of the Royal Thai Embassy or the Royal Thai Consulate in the country where the documents are prepared or certified, no longer than 12 months prior to the last day of the Tender Offer Period.

In the case where a custodian is appointed as an authorized person, a power of attorney between the Offeree and the custodian is required. The above document - 29 -

Form 247-4 (SorJor 6/2546) (Translation) in Section 1.1 must be signed by the custodian. A document from the custodian specifying the name of its authorized signatory together with a certified true copy of a valid identification card of the authorized signatory are also required. Foreign juristic person and not conducting business in Thailand In the case where the Offeree is a foreign juristic person not conducting business in Thailand and is domicile in a country that does not have a double tax treaty with Thailand or is domicile in a country that has double tax treaty with Thailand but such treaty does not exempt any withholding tax on capital gain on sales of shares in Thailand, the Offeree is required to declare the cost of purchase of the ordinary shares which will be tendered for withholding tax purposes by submitting the “Declaration of Cost of Tendered Securities Form” (Annex 4 for ordinary shares and Annex 9 for NVDRs). If the Offeree fails to declare the cost of purchase of the ordinary shares or NVDRs, the Tender Offer Agent shall deduct a 15 percent withholding tax upon the sum which is computed from the Tender Offer Price multiplied by the number of ordinary shares or NVDRs tendered by the Offeree. 1.2.4

In the case where the Offeree cannot submit the Tender Offer Acceptance Form by himself or herself, a power of attorney between the Offeree and the authorized representative (Annex 3 for ordinary shares and Annex 8 for NVDRs) with the duty stamp of Baht 30 being affixed thereon together with the certified true copy of the documents of the grantor and the authorized representative as specified in Section 1.2.3 are also required.

1.2.5

Any other documents to be requested by the Tender Offer Agent For any questions regarding the procedures for accepting the Tender Offer, please contact: Operations Department Asia Plus Securities Public Company Limited 9th Floor, Sathorn City Tower, No. 175 South Sathorn Road, Bangkok 10120 Telephone Ms. Arissara Tongyoi 0-2680-1333 Ms. Komkai Jarungmahawong 0-2680-1321 Ms. Patchamon Jirajarasnan 0-2680-1324 Ms. Sineeya Nualjaem 0-2680-1327 Facsimile 0-2680-1733

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Form 247-4 (SorJor 6/2546) (Translation) 1.3 Submission of the Tender Offer Acceptance Form 1.3.1

Share certificate In the case of shares held in certificate form, the Offeree must submit the duly completed Tender Offer Acceptance Form together with the supporting documents specified above at the office of the Tender Agent commencing on 29 November 2013 and ending on 6 February 2014, from 9:00 am to 4:30 pm at the address specified in Section 1.2.5. The Tender Offer Agent will not accept the Tender Offer Acceptance Form sent by mail.

1.3.2

Scripless In the case of shares held in scripless form through a securities company that is the Offeree’s broker, the securities company provides the service of collecting and submitting the Tender Offer Acceptance Form to the Tender Offer Agent. In this regard, the Offeree may submit the Tender Offer Acceptance Form and the supporting documents to the aforementioned securities company.

1.3.3

NVDRs The Offeree must follow the procedures of the Thai NVDR Company Limited for accepting the Tender Offer for NVDRs as set out in Annex 6. However, in order to tender the securities to the Tender Offer Agent, the NVDRs must first be converted to ordinary shares in scripless form. Therefore, it will take longer time than the tender of shares held in script or scripless form. In the event that the NVDRs cannot be converted to ordinary shares in scripless form within the Tender Offer Period, the Tender Offer Agent will not be able to purchase the NVDRs. Thus, for the benefit of the holders of NVDRs to ensure that the NVDRs can be tendered within the Tender Offer Period, it is recommended that the holder of NVDRs submit the Tender Offer Acceptance Form at least 2 business days before the last day of the Tender Offer Period.

1.4 In the case that the ordinary shares or NVDRs are pledged or subject to any encumbrances, the Offeree must release the pledge or encumbrances before proceeding to accept the Tender Offer as stated in Section 1.1 to Section 1.3.

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Form 247-4 (SorJor 6/2546) (Translation) 2. Procedure for Purchasing of the Securities The Offeror will purchase all 49,056,626 ordinary shares that are tendered under this Tender Offer except in the circumstances where the Offeror cancels the Tender Offer in accordance with the conditions set out in Section 9 of Part 1. 3. Procedure for Payment Upon the receipt of the Tender Offer Acceptance Form and other supporting documents as specified in Section 1.2 together with the evidence confirming that the shares have been duly and completely deposited, the Tender Offer Agent will pay the Offeree for those shares by a crossed cheque payable under the name of the Offeree to be dated on 11 February 2014 (being the third business day following the last day of the Tender Offer Period). The Offeree may select to receive the payment by any of the following two methods: 3.1 Bank transfer The Tender Offer Agent will deposit the consideration for the tendered shares to the savings or current account of the Offeree having with the following banks: -

Bangkok Bank Public Company Limited Krung Thai Bank Public Company Limited Kasikorn Bank Public Company Limited Siam Commercial Bank Public Company Limited Bank of Ayudhya Public Company Limited United Overseas Bank (Thai) Public Company Limited Thanachart Bank Public Company Limited CIMB Thai Bank Public Company Limited TMB Bank Public Company Limited

The name of the account holder must be the same as the name of the Offeree stated in the Tender Offer Acceptance Form. Certified true copy of either of page one of the savings account passbook or the statement of the current account with the details of the account must also be submitted. The Offeree will receive a transfer of money to his or her bank account by 5:00 pm on 11 February 2014. If the Tender Offer Agent is unable to transfer the money to the Offeree’s bank account for any reason, the Tender Offer Agent reserves the right to make the payment by cheque. In that event, the Tender Offer Agent will notify the Offeree either to collect the cheque by himself or herself or to send the Offeree the cheque by registered mail as specified in Section 3.2.

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Form 247-4 (SorJor 6/2546) (Translation) 3.2 Payment by cheque (1) Collection of the cheque by the Offeree The Offeree may collect the cheque from 11 February 2014 during business days and business hours (9.00 a.m. – 4.30 p.m.) at the Tender Offer Agent’s place of business as stated in Section 1.2.5. If the Offeree does not collect the cheque within 7 business days from the date specified above, the Tender Agent will send the Offeree the cheque by registered mail at the address stated in the Tender Offer Acceptance Form. (2) Delivery of the cheque by registered mail The Tender Offer Agent will send the cheque as the consideration for the tendered shares by registered mail on 11 February 2014, as per the request of the Offeree as specified in the Tender Offer Acceptance Form. In this regard, the Offeree may receive the cheque after 11 February 2014. In the event that the Tender Offer Agent has already sent the cheque by registered mail to the Offeree at the address stated in the Tender Offer Acceptance Form, it shall be deemed that the Offeree has duly received the consideration for the tendered shares and the Offeree shall not be entitled to claim for any interest or damages. 4. Rights of the Securities Holder Who Have Expressed Their Intention to Tender Their Securities The Offeror will pay the consideration for the tendered shares to the Offeree through the Tender Offer Agent on the third business day following the last day of the Tender Offer Period (i.e. 11 February 2014) in accordance with the payment method instructed by the Offeree. If there is any event that results in the change to the Tender Offer Price as prescribed in Section 8 of Part 1, the Offeror will follow the following procedures: 4.1 In the event that the Tender Offer Price reduces, the Offeror will pay the consideration based on the reduced price to every Offeree except for the securities holders who cannot cancel their intention to tender the shares before the Offeror’s announcement in the reduction of Tender Offer Price, the Offeror will pay the consideration according to the original price. 4.2 In the event that the Tender Offer Price increases, the Offeror will pay the consideration based on the increased Tender Offer Price to every Offeree.

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Form 247-4 (SorJor 6/2546) (Translation) 5. Conditions for the Withdrawal/Revocation of the Tender Offer Acceptance 5.1 The last day that the Offeree can revoke their intention to tender the securities is on the 20th business day from the first day of tender period which is 2 January 2014 between 9:00 am to 4:30 pm. 5.2 Withdrawal/Revocation procedures 5.2.1

Properly complete the “Tender Offer Revocation Form” in accordance with Annex 11 together with the signature of the revoking Offeree.

5.2.2

In the case where the title, name, or surname of the Offeree that appears on the share certificates differs from the title, name or surname on the identification card, the alien certificate, or passport, the Offeree must fill the new information in the “Amending Securities Holder Records” of TSD (as appeared in Annex 5) evidenced by the document issued by the relevant government authority whose details must be similar to that in the identification card, the alien certificate, or passport.

5.2.3

Enclose the following documents (1) Evidence of the receipt of share certificates/share transfer slip issued by TSD or NVDRs transfer slip and the Tender Offer Acceptance Form. (2) If the Offeree who intends to revoke is an individual: Thai national - A certified true copy of a valid identification card, civil servant identification card, or state enterprise official identification card (in the case of civil servant identification card, or the state enterprise official identification card, please also attach a copy of the house registration certificate showing all 13 digits of the identification number), the change of name or surname certificate (if any) certified as true copies. - In the case where the Offeree is a minor, the Offeree must attach a consent form from his or her parents (father and mother), a copy of the parents (father and mother) and the Offeree’s identification card and house registration, certified as true copies. Foreign individuals - A certified true copy of a valid alien certificate or passport is needed.

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Form 247-4 (SorJor 6/2546) (Translation) (3) If the Offeree who intends to revoke their Tender Offer acceptance is a juristic person: Thai juristic person - A certified true copy of an affidavit issued by the Ministry of Commerce no longer than 12 months prior to the last day of the Tender Offer Period, signed by an authorized signatory and affixed with the company seal (if any). - A certified true copy of an identification card, civil servant identification card, or the state enterprise official identification card of the authorized signatory (in the event of civil servant identification card, or the state enterprise official identification card, please also attach a copy of a house registration certificate showing all 13 digits of the identification number). In the case where the authorized signatory is a foreigner, a certified true copy of his or her alien certificate or passport is also required. Foreign juristic person - Copies of a certificate of incorporation, memorandum of association and affidavit of the company issued not more than 12 months prior to the last day of the Tender Offer Period, certified as true copies by the authorized signatory and affixed with the company seal (if any). - A certified true copy of the passport of the authorized signatory who certified the aforementioned documents. - For all supporting documents that have been certified as true copies, the signature thereon must be certified by a Notary Public or any other authorized agency in the country where the documents are prepared or certified and then authenticated by an official of the Royal Thai Embassy or the Royal Thai Consulate in the country where the documents are prepared or certified, no longer than 12 months prior to the last day of the Tender Offer Period. (4) In the case where the Offeree cannot revoke the Tender Offer acceptance by himself or herself, a power of attorney in accordance with Annex 12 with a duty stamp of Baht 30 being affixed must be prepared. Certified true copies of the documents of the grantor and the authorized representative specified in Section 5.2.2 (2) and 5.2.2 (3)must also be attached.

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Form 247-4 (SorJor 6/2546) (Translation) 5.2.4

Submit the duly completed Tender Offer Revocation Form together with the required supporting documents as specified in Section 5.2.2 to the Tender Offer Agent at the address stated in Section 1.2.5 within the required period.

5.2.5

After the Tender Offer Agent has received the duly completed Tender Offer Revocation Form and the supporting documents as specified in Section 5.2.2 within the required period, the Tender Offer Agent will proceed as follows: - For share certificates, the Offeree must complete and sign the Tender Offer Revocation Form and submit it together with the supporting documents as specified in Section 5.2.2. The Tender Offer Agent will then return the share certificates to the Offeree or his or her authorized representative within the next business day following the submission date of the Tender Offer Revocation Form when the Offeree comes to collect the share certificates at the address of the Tender Offer Agent specified in Section 1.2.5. - For scripless, in the event that the Offeree would like to receive the returned shares through the TSD (to deposit them with the securities company in which the Offeree has a securities account), there will be a fee of Baht 100 per transaction. The Tender Offer Agent will transfer the shares through the TSD to the securities account of the Offeree as specified in the Tender Offer Revocation Form within the next business day following the date on which the Offeree or his or her authorized representative has revoked the intention to tender the securities. Remark: The Offeree will receive the shares back in the form of certificates or scripless depending on the form of the shares being originally tendered. The Offeree cannot request to receive the shares in the form other than the original.

6. Method of Delivery if the Tender Offer is Cancelled If the Tender Offer is cancelled as per the conditions stated in Section 9 of Part 1, the Offeror will notify all TCP's shareholders, whose names appear on the latest shareholder register book, of such cancellation together with the reasons within the next business day after the period in which the SEC can object the cancellation of the Tender Offer (the SEC can make an objection to the reason for the cancellation of the Tender Offer to the Offeror within 3 business days after the date on which the SEC has been notified of the reason for the cancelation of the Tender Offer). The Offeror will also announce the reason for the cancellation of the Tender Offer through the SET. The Offeree, whose name does not appear on the latest shareholder register book, can receive the news of the cancellation of the Tender Offer through the SET.

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Form 247-4 (SorJor 6/2546) (Translation) The Tender Offer Agent will Act as Follows: 6.1 For share certificates The Tender Offer Agent will return the share certificates to the Offeree or the authorized representative commencing on the next business day following the Tender Offer cancellation announcement. The Offeree can collect the returned share certificates at the Tender Offer Agent at the address specified in Section 1.2.5. 6.2 For scripless In the event that the Offeree would like to receive the returned shares through the TSD (by depositing them with the securities company in which the Offeree has a securities account), the Offeree must pay a transfer fee of Baht 50 per transaction. The Tender Offer Agent will transfer the shares through the TSD to the securities account as specified in the Tender Offer Cancellation Form starting on the business day following the announcement of the cancellation of the Tender Offer. Remark: The Offeree will receive the shares back in the form of certificates or scripless depending on the form of the shares being originally tendered. The Offeree cannot request to receive the shares in the form other than the original. 7. The Determination of Tender Offer Price The tender offer price at Baht 21.00 share is in compliance with Clause 56 of Notification of the Capital Market Supervisory Board No. TorJor. 12/2554 (as amended) Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers. The clause specifies the tender offer price in respect of the tender offer for delisting of securities not to be less than the maximum price calculated in accordance with the following procedures: 1.

the highest price paid for such ordinary or preferred shares acquired by the Offeror, or any related party as specified in Section 258, during the period of 90 days prior to the date on which the offer document is submitted to the SEC; - Not Applicable -

2.

the weighted average market price of such shares during the period of five business days prior to the date on which the board of directors of the Business resolves to propose for consideration by the general meeting of shareholders the delisting of the securities, or the date on which the general meeting of shareholders resolves to delist the shares from the Stock Exchange of Thailand, whichever comes earlier; - Baht 20.00 -

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Form 247-4 (SorJor 6/2546) (Translation) 3.

the net asset value of the Business calculated based on the book value adjusted to reflect the latest market value of the assets and liabilities of the Business; - Baht 20.13 - and

4.

the fair value of ordinary or preferred shares of the Business as appraised by a financial advisor. - Baht 20.13 Details of calculation according each of the aforementioned procedures are as follows:

1.

The highest price paid for such ordinary or preferred shares acquired by the Offeror, or any related party as specified in Section 258, during the period of 90 days prior to the date on which the offer document is submitted to the SEC Not applicable in this case since neither the Offeror nor its related party specified in Section 258 acquired any shares of the Business during the period of 90 days prior to the date on which the offer document is submitted to the SEC.

2.

The weighted average market price of such shares during the period of five business days prior to the date on which the board of directors of the Business resolves to propose for consideration by the general meeting of shareholders the delisting of the securities, or the date on which the general meeting of shareholders resolves to delist the shares from the Stock Exchange of Thailand, whichever comes earlier At the Extraordinary General Meeting of Shareholders No. 1/2008 held on 9 June 2008, the shareholders approved the delisting of the Business's securities from the Stock Exchange of Thailand with SCG Paper, the Business's major shareholder, as the Tender Offeror. However, 9 of the shareholders made a legal action at Kanchanaburi Provincial Court for the revocation of the aforementioned EGM’s resolution. On 9 July 2013, the Court of Appeals announced a verdict to dismiss the case (not revoke the resolution of the EGM) as the Court considered that the EGM was conducted in accordance with the related laws and regulations. As the 9 plaintiffs did not file a petition to the Supreme Court within the period specified by law, the case is now final. TCP received a written certification from Kanchanaburi Provincial Court dated 9 October 2013 to that effect. On 15 October 2013, the Board of Directors of TCP resolved to proceed with the delisting process pursuant to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2008. The weighted average market price of TCP’s shares during the period of five business days prior to 15 October 2013, which is the date on which the Board of Directors of TCP resolved to proceed with the delisting process pursuant to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2008, is Baht 20.00 per share.

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Form 247-4 (SorJor 6/2546) (Translation) 3.

The net asset value of the Business calculated based on the book value adjusted to reflect the latest market value of the assets and liabilities of the Business TCP arranged for an independent valuer to appraise its property, plant, and equipment. The appraisal reports can be summarized as follows: 1) Land and buildings at Kanchanaburi Plant Report no. FSC/56R-10-2698 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Pongsatorn Yukongkaew, Valuer No. Vor. Tor. 067, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Pongsatorn Yukongkaew are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used cost approach the estimate the market value. 2) Land and buildings at Prachinburi Plant Report no. FSC/56R-10-2699 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Charoonsak Fongtong, Valuer No. Vor. Tor. 197, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Charoonsak Fongtong are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used cost approach the estimate the market value. 3) Machineries at Kanchanaburi Plant Report no. FSC/56M-10-169 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Wanchai Sasrakkij, Valuer No. Vor. Tor. 066, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Wanchai Sasrakkij are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used cost approach the estimate the market value. 4) Machineries at Prachinburi Plant Report no. FSC/56M-10-170 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Wanchai Sasrakkij, Valuer No. Vor. Tor. 066, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Wanchai Sasrakkij are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used cost approach the estimate the market value. 5) Office units in Bangkok Report no. FSC/56R-10-2697 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Charoonsak Fongtong, Valuer No. Vor. Tor. 197, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Charoonsak Fongtong are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used market comparison approach the estimate the market value.

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Form 247-4 (SorJor 6/2546) (Translation) The reappraised value of aforementioned fixed assets can be summarized as follows: Unit : THB million 1 Item Book Value Reappraised Surplus2 Value Land and buildings at Kanchanaburi Plant 119.21 283.90 164.69 Land and buildings at Prachinburi Plant 372.23 481.80 109.57 Machineries at Kanchanaburi Plant Machineries at Prachinburi Plant Office units in Bangkok Total Surplus

182.46 3,241.86 3.79

851.80 3,666.01 39.46

669.34 424.14 35.66 1,403.41

Remarks : 1. As of 30 September 2013 2. Reappraised value less book value

The difference between book values and reappraised value was then used to calculate the net asset value of the Business adjusted to reflect the latest market value of the assets and liabilities as follows: Item Total assets as of 30 September 2013 Less Total liabilities as of 30 September 2013 Net Asset Value Plus Revaluation surplus of assets TCP’s net asset value after adjusting with the market value of fixed assets Net asset value of the Business adjusted to reflect the latest market value of the assets and liabilities (Baht/share) 4.

Unit : THB million Amount 6,614.00 804.53 5,809.47 1,403.41 7,212.88 20.13

The fair value of ordinary or preferred shares of the Business as appraised by a financial advisor To estimate the fair value of TCP’s shares, Asia Plus Advisory, as a financial advisor of the Tender Offeror, used the following generally accepted valuation approaches: Market Price approach, Book Value approach, Market Comparable approach, and Discounted Cash Flow (“DCF”) approach. 4.1. Market Price Approach To estimate the fair value of TCP’s shares using this approach, Asia Plus Advisory calculated weighted average market price of TCP over the periods of 30 days, 60 days, 90 days, and 120 days prior to 14 November 2013. The weighted average market price was calculated by dividing trading value with trading volume of each day. Details are as follows:

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Form 247-4 (SorJor 6/2546) (Translation) Unit

Weighted average market price

Historical Data Previous Previous Previous Previous 30 days 30 days 30 days 30 days Baht / share 20.09 20.06 20.14 20.52

Source : SETSMART

From the above weighted average market prices, Asia Plus Advisory chose to calculate the value of the Business using the average from the period of 30 days prior to 14 November 2013 since it best reflects the current conditions. Using this methodology, the value per share of TCP was estimated at Baht 20.09. 4.2. Book Value Approach Book Value Methodology takes in to account neither the future profitability nor market value of assets. It only reflects the book value of the net assets at a point in time. Using this methodology, the Business’s value is equal to at its net assets (total assets minus total liabilities), which is equivalent to its shareholders’ equity, from the financial statements for the nine-month periods ending 30 September 2013. Details are as follows: Item Total assets as of 30 September 2013 Less Total liabilities as of 30 September 2013 Net Asset Value Estimated value of TCP’s share (Baht/share)

Unit : THB million Amount 6,614.00 804.53 5,809.47 16.22

4.3. Adjusted Book Value Approach To estimate the value of TCP’s shares with this approach, Asia Plus Advisory adjusted the net asset value of TCP with the reappraised value of its property, plant, and equipment from TCP’s appraisal reports. The appraisal reports can be summarized as follows: 1) Land and buildings at Kanchanaburi Plant Asia Plus Advisory referred to report no. FSC/56R-10-2698 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Pongsatorn Yukongkaew, Valuer No. Vor. Tor. 067, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Pongsatorn Yukongkaew are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used cost approach the estimate the market value. 2) Land and buildings at Prachinburi Plant Asia Plus Advisory referred to report no. FSC/56R-10-2699 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Charoonsak Fongtong, Valuer No. Vor. Tor. 197, as - 41 -

Form 247-4 (SorJor 6/2546) (Translation) a principal valuer. First Star Consultant Co., Ltd. and Mr. Charoonsak Fongtong are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used cost approach the estimate the market value. 3) Machineries at Kanchanaburi Plant Asia Plus Advisory referred to report no. FSC/56M-10-169 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Wanchai Sasrakkij, Valuer No. Vor. Tor. 066, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Wanchai Sasrakkij are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used cost approach the estimate the market value. 4) Machineries at Prachinburi Plant Asia Plus Advisory referred to report no. FSC/56M-10-170 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Wanchai Sasrakkij, Valuer No. Vor. Tor. 066, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Wanchai Sasrakkij are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used cost approach the estimate the market value. 5) Office units in Bangkok Asia Plus Advisory referred to report no. FSC/56R-10-2697 dated 12 November 2013 issued by First Star Consultant Co., Ltd. with Mr. Charoonsak Fongtong, Valuer No. Vor. Tor. 197, as a principal valuer. First Star Consultant Co., Ltd. and Mr. Charoonsak Fongtong are approved by the SEC for transactions in capital market as a valuer company and a principal valuer respectively. The appraisal report is for public purpose. It used market comparison approach the estimate the market value. The reappraised value of aforementioned fixed assets can be summarized as follows: Unit : THB million 1 Item Book Value Reappraised Surplus2 Value Land and buildings at Kanchanaburi Plant 119.21 283.90 164.69 Land and buildings at Prachinburi Plant 372.23 481.80 109.57 Machineries at Kanchanaburi Plant Machineries at Prachinburi Plant Office units in Bangkok Total Surplus

182.46 3,241.86 3.79

Remarks : 1. As of 30 September 2013 2. Reappraised value less book value

- 42 -

851.80 3,666.01 39.46

669.34 424.14 35.66 1,403.41

Form 247-4 (SorJor 6/2546) (Translation)

The difference between book values and reappraised value was then used to calculate the fair value of TCP’s share based on adjusted book value approach as follows: Item Total assets as of 30 September 2013 Less Total liabilities as of 30 September 2013 Net Asset Value Plus Revaluation surplus of assets TCP’s net asset value after adjusting with the market value of fixed assets Estimated value of TCP’s share (Baht/share)

Unit : THB million Amount 6,614.00 804.53 5,809.47 1,403.41 7,212.88 20.13

4.4. Market Comparable Approach Using Market Comparable approach to evaluate the fair value involved key trading multiples of the listed companies in the same business sector. Asia Plus Advisory selected United Paper Public Company Limited (“UTP”), which is, like TCP, a listed company in the Stock Exchange of Thailand in the business of manufacturing and sale of kraft paper for liner board and kraft paper for corrugated medium, as TCP’s comparable. 4.4.1. Price to Earnings Multiples Methodology Price to earnings multiples methodology is one of the most popular valuation methodology generally accepted by investors. Though ignoring the book value, this methodology reflects the profitability. The valuation by this methodology was calculated by multiplying TCP’s earnings from the last 4 quarters (the fourth quarter of 2012 to the third quarter of 2013) to the average price to earnings (P/E) multiples of its comparable over the periods of 30 days, 60 days, 90 days, and 120 days prior to 14 November 2013. Details are as follows: Unit

Historical Data Previous Previous Previous Previous 30 days 30 days 30 days 30 days Average P/E of UTP times 13.96 13.53 14.37 14.72 Implied TCP’s Equity Value THB million 8,557.65 8,292.05 8,807.30 9,020.65 Estimated value of TCP’s share Baht / share 23.89 23.15 24.58 25.18 Source : SETSMART

From the average P/E multiples of the comparable above, Asia Plus Advisory chose to calculate the value of the Business using the average from the period of 30 days prior to 14 November 2013 since it best reflects the current conditions. Using this methodology, the value per share of TCP was estimated at Baht 23.89. - 43 -

Form 247-4 (SorJor 6/2546) (Translation) 4.4.2. Price to Adjusted Earnings Multiples Methodology The accounting policy regarding property, plant, and equipment of UTP, which is TCP’s comparable for this valuation, is different from that of TCP. While TCP’s financial statements state its property, plant and equipment at cost less accumulated depreciation, UTP’s state those items at reappraised value less accumulated depreciation. The latest appraisal was conducted in 2008 by an independent appraiser. As such, UTP’s statements of financial position present property, plant and equipment at reappraised value less accumulated depreciation. As the reappraised values are higher than the costs, depreciation of UTP after the booking of such items at reappraised values is higher than depreciation in case the items are stated at costs. Consequently, earnings of UTP after the booking of such items at reappraised values are lower than earnings in case the items are stated at costs. In summary, UTP’s accounting policy of stating property, plant, and equipment at reappraised values causes UTP’s earnings after the stating of such items at reappraised values to be lower than the earnings in case the items are stated at costs. The difference between the earnings in both cases is equal to the depreciation of revalued assets, which is presented in the notes to financial statements of UTP. As such, the difference in accounting policies of TCP and UTP leads to the difference in the structures of earnings. Consequently, direct comparison of earnings of UTP and TCP is not appropriate. To be able to use UTP’s average price to earnings multiples to estimate the value of TCP appropriately on the same basis, Asia Plus Advisory calculated UTP’s adjusted earnings by adding back the depreciation of the revalued portion back to earnings of UTP. The adjusted earnings were then used to calculated average price to adjusted earnings multiples. Details of calculation of UTP’s adjusted earnings are as follows: Unit : THB million nd rd 2012 2 Q 2012 3 Q 2012 4th Q 2012 to to to st nd rd 1 Q 2013 2 Q 2013 3 Q 2013 Earnings 88.21 130.04 142.42 168.57 Plus Depreciation of the revalued portion 41.12 40.93 40.75 40.58 Adjusted Earnings 129.33 170.98 183.18 209.15 Source : UTP’s financial statements

Then Asia Plus Advisory multiplied TCP’s earnings from the last 4 quarters (the fourth quarter of 2012 to the third quarter of 2013) to the average price to adjusted earnings (P/Adj.E) multiples of its comparable over the periods of 30 days, 60 days, 90 days, and 120 days prior to 14 November 2013. Details are as follows: - 44 -

Form 247-4 (SorJor 6/2546) (Translation) Unit

Historical Data Previous Previous Previous Previous 30 days 30 days 30 days 30 days Average P/Adj.E of UTP times 10.88 10.53 11.11 11.33 Implied TCP’s Equity Value THB million 6,667.34 6,454.02 6,812.38 6,946.25 Estimated value of TCP’s share Baht / share 18.61 18.02 19.02 19.39 Source : Calculated by Asia Plus Advisory from information from SETSMART and the previous table

From the average P/Adj.E multiples of the comparable above, Asia Plus Advisory chose to calculate the value of the Business using the average from the period of 30 days prior to 14 November 2013 since it best reflects the current conditions. Using this methodology, the value per share of TCP was estimated at Baht 18.61. 4.4.3. Enterprise Value to Earnings before Interest, Tax, Depreciation, and Amortization Multiples Methodology Although ignoring the book value, this methodology reflects the cash earning capacity of the entity to be valued. Enterprise value (“EV”) is defined as Market value of equity + Total debt - Cash and cash equivalents; EBITDA is defined as Earnings before Interest, Tax, Depreciation, and Amortization. By this methodology, the enterprise value of TCP was calculated by multiplying its EBITDA from the last 4 quarters (the fourth quarter of 2012 to the third quarter of 2013) to the average EV/EBITDA multiples of its comparable over the periods of 30 days, 60 days, 90 days, and 120 days prior to 14 November. Details are as follows: Unit

Historical Data Previous Previous Previous Previous 30 days 30 days 30 days 30 days Average EV/EBITDA of UTP times 5.25 5.07 5.30 5.36 Implied TCP’s Equity Value THB million 6,415.76 6,207.27 6,467.90 6,533.42 Estimated value of TCP’s share Baht / share 17.91 17.33 18.05 18.24 Source : SETSMART

From the average EV/EBITDA multiples of the comparable above, Asia Plus Advisory chose to calculate the value of the Business using the average from the period of 30 days prior to 14 November 2013 since it best reflects the current conditions. Using this methodology, the value per share of TCP was estimated at Baht 17.91. 4.4.4. Price to Book Value Multiples Methodology This methodology reflects only the book value with no consideration to earning capacity. The valuation by this methodology was calculated by multiplying TCP’s book value (as of 30 - 45 -

Form 247-4 (SorJor 6/2546) (Translation) September 2013) to the average price to book value (P/BV) multiples of its comparable over the periods of 30 days, 60 days, 90 days, and 120 days prior to 14 November 2013. Details are as follows: Unit

Historical Data Previous Previous Previous Previous 30 days 30 days 30 days 30 days Average P/BV of UTP times 1.49 1.44 1.49 1.50 Implied TCP’s Equity Value THB million 8,675.48 8,360.80 8,659.34 8,707.43 Estimated value of TCP’s share Baht / share 24.22 23.34 24.17 24.31 Source : SETSMART

From the average P/BV multiples of the comparable above, Asia Plus Advisory chose to calculate the value of the Business using the average from the period of 30 days prior to 14 November 2013 since it best reflects the current conditions. Using this methodology, the value per share of TCP was estimated at Baht 24.22. 4.5. Discounted Cash Flow Approach The discounted cash flow approach reflects the fundamental value of a company by estimating the present value of free cash flow from the projected financial model. This approach principally focuses on future operating prospects. To utilize this approach, various assumptions have to be made in order to prepare a financial forecast. As such, any material changes from the assumptions in the economic conditions and other external factors impacting operations or positions of the Business will lead to material change in the value estimated by this approach as well. In estimating the fair values of the Business by the DCF approach, Asia Plus Advisory assumed that the Business would operate on a going concern basis. Asia Plus Advisory prepared a financial forecast for the 4th quarter of 2013 to 2023, and then estimated terminal values, assuming annual growth after 2023 at 3.0%, which is the average general inflation rate for the past 10 years. Key assumptions in the financial model, such as revenue from sales, cost of sales, selling expenses, administrative expenses, and capital expenditure, were set based on the historical financial statements and information from the management of TCP. Asia Plus Advisory adjusted said information as appropriate and reasonable taking into account historical data. Other assumptions were set based on historical and current data, and also from interviews with the management. Details of crucial assumptions for the financial projection are as follows: (1) Revenue from sales was set to grow at the annual rate of 3.0%, which is the average general inflation rate for the past 10 years, as the Business is already operating at full capacity. The growth in the previous years was due to product allocation between kraft paper for liner board

- 46 -

Form 247-4 (SorJor 6/2546) (Translation) and kraft paper for corrugated medium. The product allocation already settled at the optimum ratio of liner board to corrugated medium at 70:30 last year. (2) Cost of sales consists of cash expenses and depreciation. Asia Plus Advisory set the assumptions for important items in this category as follows: (2.1)

Non-depreciation cost of sales was set at 78.5% of revenue from sales all through the projection period. The assumption was set based on the ratio of TCP’s nondepreciation cost of sales to revenue from sales in 2012 as the ratio was on the improving path in the past 3 years.

(2.2)

Depreciation was set according to accounting policy of TCP, which set the estimated useful lives of property, plant, and equipment as follows:     

Land improvements Building and building improvements Machinery and equipment Furniture and fixtures Vehicles

5-20 5, 20 5-15 5, 10 5

years years years years years

(3) Selling expenses mainly consist of transportation expenses and sales promotion and advertising expenses. Asia Plus Advisory set the assumptions for important items in this category as follows: (3.1)

Transportation expenses were set at 1.9% of revenue from sales all through the projection period. The assumption was set based on the average level in 20102012.

(3.2)

Sales promotion and advertising expenses were set to grow at the annual rate of 3.0%, which is the average general inflation rate for the past 10 years.

(4) Administrative expenses mostly consist of salary and allowance and professional fees. Asia Plus Advisory set the assumptions for important items in this category as follows: (4.1)

Salary and allowance were set to grow at the annual rate of 6.0% according to the Business’s policy.

(4.2)

Other items in this category were set to grow at the annual rate of 3.0%, which is the average general inflation rate for the past 10 years.

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Form 247-4 (SorJor 6/2546) (Translation) (5) Other income mostly consists of gain on disposal of property, plant, and equipment and interest income. Asia Plus Advisory set the assumption for other income to grow at the annual rate of 3.0%, which is the average general inflation rate for the past 10 years. (6) The assumption for maintenance capital expenditure was set according to management forecast. The amount of future maintenance capital expenditure is shown in the table below: Unit : THB million 2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

309.0

318.3

327.8

337.7

347.8

358.2

369.0

380.0

391.4

403.2

Most of the amount is for the maintenance of machineries and equipment. The management estimated the maintenance capital expenditure to be Baht 300.0 million per year. Asia Plus Advisory assumed the amount to grow at the annual rate of 3.0%, which is the average general inflation rate for the past 10 years, all through the projection period. (7) Working capital (7.1)

Collection period was set at 50.9 days, which is the average level in 2010-2012.

(7.2)

Inventory period was set at 49.5 days, which is the average level in 2010-2012.

(7.3)

Payable payment period was set at 36.6 days, which is the average level in 20102012.

(8) Liabilities under financial lease contracts The Business entered into the sale and lease back agreement for machinery and equipment with a company in 2011. The liabilities will end in 2014. The interest rate is 3.82%.

In order to calculate present value, Asia Plus Advisory used the Weighted Average Cost of Capital (“WACC”) as a discount rate.  of UTP, which is also used as a comparable in Market Comparable approach, is used to derive WACC through the following formula:

WACC = We* Ke + Wd*Kd*(1 – Tax Rate) Each item in the formula above is presented in the table below:

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Form 247-4 (SorJor 6/2546) (Translation)

Wd We Kd Ke Tax Rate Whereas: Whereas: Rf1 Market Premium2

Unit : % 3.56 96.44 3.82 12.21 20.00

Debt to Total Invested Capital Ratio (times) Equity to Total Invested Capital Ratio (times) Before-tax Cost of Debt Cost of Equity Corporate Tax Rate Ke = Rf +  * Market Premium

Unit : % Assumption 4.31 9.59

Risk-free rate Excess return over the risk-free rate for investing in the market

Remarks : 1. 15 year government bond yield as of 14 November 2013. (Source : www.thaibma.or.th) Asia Plus Advisory chose the 15-year bond to be consistent with the DCF approach, which reflects the earning capacity in the long run. 2. Source : Bloomberg (as of 14 November 2013)

 is a numeric value that measures the fluctuations of a stock to changes in the overall stock market. Although TCP itself is a listed company, the trading volume is very low. As such, the coefficient of determination when regressing  is very low at 0.09%. Consequently, Asia Plus Advisory chose to use UTP’s  in this case. Unleveraged Beta (U) of UTP is calculated from Leveraged Beta (L) (Source : Bloomberg as of 14 November 2013) through a formula L = U * (1 + (1 – Tax Rate)*D/E) whereas D/E is debt to equity ratio. Unleveraged Beta is a beta adjusted to remove the leveraging effect, i.e., a beta of the company if it has no debt. The calculation rendered  for TCP at 0.92, and WACC at 11.88%. From the assumptions and the discount rate above, the values of the Business estimated by this approach is as follows: Free Cash Flow to the Firm from the 4th quarter of 2013 to 2023 Unit : THB million Q4 2013 Revenue from sales 1,407.5 Cost of sales 1,193.7 Net operating profit after 122.8 tax + Depreciation & amortization 90.9

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 5,799.0 5,973.0 6,152.2 6,336.7 6,526.8 6,722.6 6,924.3 7,132.0 7,346.0 7,566.4 4,889.4 5,045.6 5,207.5 5,374.3 5,543.7 5,720.5 5,866.9 6,054.2 6,247.2 6,446.0 531.1 537.8 543.7 549.7 557.6 563.9 598.7 605.3 611.9 618.5

344.2

364.3

386.1

- 49 -

408.6

429.3

452.7

441.0

460.3

485.5

511.4

Form 247-4 (SorJor 6/2546) (Translation) Q4 2013 2014 - CAPEX 87.7 311.3 - Net increase in working (136.3) 22.2 capital Free Cash Flow to the 262.4 541.9 Firm

2015 320.6 26.3

2016 330.2 27.2

2017 340.1 28.2

2018 350.3 29.0

2019 360.8 30.1

2020 371.7 29.9

2021 382.8 32.2

2022 394.3 33.3

2023 406.1 34.4

555.2

572.4

590.0

607.6

625.7

638.2

650.6

669.8

689.4

The Estimated Value of TCP from DCF Approach Unit : THB million Amount 3,664.87 2,601.04 (438.24) 6,704.15 18.71

Item Present value of free cash flow from the 4th quarter of 2013 to 2023 Plus Terminal Value* Less Net debt Shareholders’ equity Estimated value of TCP’s share (Baht/share) Remark :

Terminal Value was calculated from Free Cash Flow in year 2023 (FCFF2023), which is the last year of the projection period, through the following formula: Terminal Value = FCFF2023*(1+g)/(WACC-g) Whereas g is a long term annual growth after 2023. The rate was set at 3.0%, which is the average general inflation rate for the past 10 years. WACC is Weighted Average Cost of Capital

Although Discounted Cash Flow approach can take into account specific factors of the estimated company, numerous assumptions need to be set for financial model. Asia Plus Advisory exercised due care and set the assumptions reasonably adhering to professional code. Nonetheless, any material changes from the assumptions in the economic conditions and other external factors impacting operations or positions of TCP will lead to material change in the value estimated by this approach. Summary of the Suitability of the Fair Values of TCP Shares as Estimated by the Financial Advisor Using Various Approaches After using various approaches to estimate the fair value of TCP’s shares, Asia Plus Advisory considered the suitability of the fair value estimated using each approach in this case. The fair value from and the appropriateness of each approach in this case is summarized in the table below: Valuation Approach 1. Market Price approach

Amount 20.09

2. Book Value approach

16.22

- 50 -

Unit : Baht/share Suitability  

Form 247-4 (SorJor 6/2546) (Translation) Valuation Approach 3. Adjusted Book Value approach 4. Market Comparable approach 4.1 Price to Earnings Multiples methodology 4.2 Price to Adjusted Earnings Multiples methodology 4.3 Enterprise Value to Earnings before Interest, Tax, Depreciation and Amortization Multiples methodology 4.4 Price to Book Value Multiples methodology 5. Discounted Cash Flow approach

Amount 20.13

Suitability 

23.89 18.61 17.91

  

24.22



18.71



Asia Plus Advisory is of an opinion that the market price approach is one of the suitable approaches to estimate the fair value of TCP’s shares as the approach reflects the value the investors assigned to the shares. Asia Plus Advisory does not regard the book value approach and the price to book value multiples methodology as suitable for estimating the fair value of TCP since they are based on only the book value with no consideration for TCP’s earnings and cash-generating capacities. Asia Plus Advisory considers the adjusted book value approach as one of the suitable approaches to estimate the fair value of TCP’s shares as the approach reflects the market value of TCP’s assets based on appraisal reports for public purpose conducted by principal valuers approved by the SEC. Asia Plus Advisory does not regard the price to earnings multiples methodology as suitable for estimating the fair value of TCP since UTP, which is TCP’s comparable in this case, uses different accounting policies from TCP. While TCP’s financial statements state its property, plant and equipment at cost less accumulated depreciation, UTP’s state those items at reappraised value less accumulated depreciation. That UTP’s depreciation is calculated from revalued assets renders UTP’s earning structure different from that of TCP’s. As such, Asia Plus Advisory considers the price to adjusted earnings multiples methodology suitable for estimating the fair value of TCP’s shares since we calculated UTP’s adjusted earnings by adding back the depreciation of the revalued portion back to earnings of UTP to be able to use UTP’s average price to earnings multiples to estimate the value of TCP appropriately on the same basis. Consequently, the estimated value using this methodology properly reflects the market valuation of TCP’s earning capacity. Asia Plus Advisory considers the enterprise value to earnings before interest, tax, depreciation and amortization multiples methodology suitable for estimating the fair value of TCP’s shares as well since the methodology reflects the market valuation of TCP’s cash-generating capacity. - 51 -

Form 247-4 (SorJor 6/2546) (Translation) Asia Plus Advisory also considers the discounted cash flow approach as one of the suitable approaches to estimate the fair value of TCP’s shares as the approach reflects the fundamental value of TCP by estimating the present value of free cash flow from its future operation. This approach reflects cash-generating capacity of TCP in the long run. In summary, the financial advisor estimated the fair value of TCP’s shares at Baht 17.91 - 20.13 per share. As such, the tender offer price at Baht 21.00 per share is in compliance with Clause 56 of Notification of the Capital Market Supervisory Board No. TorJor. 12/2554 (as amended) Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers. The clause specifies the tender offer price in respect of the tender offer for delisting of securities not to be less than the maximum price calculated in accordance with the four procedures as mentioned earlier. As the maximum price calculated as such is Baht 20.13 per share, the tender offer price is Baht 0.87, or 4.32%, higher than the maximum price calculated according to Notification of the Capital Market Supervisory Board No. Tor Jor. 12/2554 (as amended).

- 52 -

Form 247-4 (SorJor 6/2546) (Translation) Part 5 Certification of the Information

We, hereby, certify that

(1) (2) (3) (4)

we are committed to conducting this Tender Offer; the Tender Offer price is in accordance with the Provision of the Notification of Capital Market Supervisory Board No. TorJor. 12/2554; we intend to comply with the plan outlined in this Tender Offer all information contained in this Tender Offer is complete and accurate and there is no information contained herein that may mislead other persons in any material respect and no concealment is made of any material information which should be disclosed.

- Mr. Roongrote Rangsiyopash (Mr. Roongrote Rangsiyopash) Authorized Director SCG Paper Public Company Limited Offeror

- 53 -

Form 247-4 (SorJor 6/2546) (Translation) We, as the Tender Offer Preparer, have complied with the requirements set out in the notification of the SEC Re: Approval for Financial Advisors and a Scope of Work and hereby certify that: (1)

(2) (3)

(4)

(5)

We have reviewed and considered that the information on the Offeror disclosed in this Tender Offer is accurate and complete, and there is no information that may mislead other persons to misunderstanding in any material respect, and no concealment is made of any material information which should be disclosed We have received the financial evidence and consider that the Offeror can fulfill the obligations under the foregoing Tender Offer We have reviewed the policies and plans of business operations as stated in Section 2 of Part 3 regarding details of the Business and are of the view that: a. The Offeror is capable of implementing such polices and plans of business operations as mentioned; b. The assumptions of making the policies and plans of business operations are justifiably formulated; and c. The description of the impacts on the Business and risks which may affect the Business or the securities holders is clearly and adequately explained We have examined the evidence of the acquisition of securities of the Business by the Offeror or any related party specified in Section 258 during the 90 day period prior to the submission of the Tender Offer document and the Tender Offer Price. There is no reason to doubt that the Tender Offer Price on this occasion conforms to the provisions under the Notification of the Capital Market Supervisory Board No. TorJor. 12/2554. We have carefully and prudently studied and reviewed the completeness and accuracy of the information contained in the Tender Offer. We are of view that the information is complete and accurate and that there is no information contained herein that may mislead other persons in material aspects and no concealment is made of any material information which should be disclosed.

- Dr. Kongkiat Opaswongkarn -

- Mr. Lec Sicoravit -

(Dr. Kongkiat Opaswongkarn) Chairman

(Mr. Lec Sicoravit) President

Asia Plus Advisory Company Limited Tender Offer Preparer

- 54 -

(Translation) Annexes ■

Tender Offer Acceptance for Ordinary Shares Annex 1 Annex 2 Annex 3 Annex 4 Annex 5

■

: : : :

Tender Offer Acceptance Procedures for NVDRs Tender Offer Acceptance Form for NVDRs Power of Attorney (Tender Offer Acceptance for NVDRs) Confirmation of Securities Cost Form for NVDRs

Tender Offer Revocation Procedures and Forms Annex 10 Annex 11 Annex 12

■

Tender Offer Acceptance Procedures for Ordinary Shares Tender Offer Acceptance Form for Ordinary Shares Power of Attorney (Tender Offer Acceptance for Ordinary Shares) Declaration of Cost of Tendered Securities Form Amending Securities Holder Records Form

Tender Offer Acceptance for NVDRs Annex 6 Annex 7 Annex 8 Annex 9

■

: : : : :

: : :

Tender Offer Revocation Procedures Tender Offer Revocation Form Power of Attorney (Tender Offer Revocation)

:

Confirmation Letter on Source of Fund for the Tender Offer

Others Annex 13

Annex 1 Tender Offer Acceptance Procedures for Ordinary Shares Holders of the Ordinary Shares of Thai Cane Paper Plc.

Delivery of Share Certificates (Share Certificate)

Transfer of Shares via the Securities Depositary Center (Scripless Share)

I

Filling in the Tender Offer Acceptance Form

I

Filling in the Tender Offer Acceptance Form

II

Endorsing the share certificates for transfer

II

Informing the intention to the securities company in which you have shares and securities trading account for transfer of the securities to be sold into the following accounts: - Thai-nationality shareholder “เอเซีย พลัส เพื่อเทนเดอร์ออฟเฟอร์” Account No. 008-000000014-8 - Foreign shareholder “ASP FOR TENDER OFFER” Account No. 008-000000014-8

III

Enclose the following documents with certified true copy 4. Foreign Juristic Person 1. Thai Individual 4.1 A copy of the Certificate of Incorporation, Memorandum A copy of ID Card (with a copy of House Registration for the ID of Association and Company Affidavit issued not more card with no expiry date) or than 12 months from the last day of the purchasing A copy of Civil Servant ID Card (with a copy of house period registration) or 4.2 Copies of documents specified in No. 1 or 2 of the A copy of State Enterprise Official ID Card. (with a copy of director who is duly authorized by the company to House Registration) certify true copy of document in 4.1 above 2. Foreign Individual Documents in 4.1 and 4.2 must be certified by the Notary A copy of Passport or a copy of Alien Certificate Public Officer and Thai Embassy or Thai Consulate in the 3. Thai Juristic Person country where the documents were prepared not exceeding 3.1 A copy of Company Affidavit issued by MOC with a tenor 12 months prior to the last day of the Purchasing Period. not more than 12 months, signed certifying by the authorized person and affixed seal (if any) 5. Foreign Juristic Person has to declare cost of ordinary 3.2 Copies of documents stated in No. 1 or 2 of the director who shares by submitting the Confirmation of Securities Cost is duly authorized by the company to certify true copy of Form together with the evidence demonstrates the cost. If document in 3.1 above the Offeree fails to declare the cost basis and to submit Additional documents In case of grant of power to a representative proper evidence of the cost basis, the withholding tax will be 1. Original Copy of the Power of Attorney affixed with Baht 30 stampimposed duty on the entire proceed of the sale of the ordinary 2. Evidence indicating the personal status of the grantor and authorized person as specified above shares. Submit all documents to Ms. Arissara Tongyoi, Ms. Komkai Jarungmahawong, Ms. Patchamon Jirajarasnan, and Ms. Sineeya Nualjaem Asia Plus Securities Public Company Limited, Operation Department 9th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120, Thailand Tel 02-680-1333, 02-680-1321, 02-680-1324 or 02-680-1327 Fax 02-680-1733 (Or send to your broker that you have the trading account)

Annex 2 Tender Offer Acceptance Form for the Ordinary Shares of Thai Cane Paper Public Company Limited To: The Tender Offeror and Asia Plus Securities Public Company Limited (the “Tender Offer Agent”) Acceptance Form No………………… Date …………………………… Mr./Mrs./Miss/Company………………………………………….…………Sex……………………Nationality…..……………… Address ……………………………Soi………………………..Road …………………………………………………………….. Tambol…………………………………………….Khet …………………………………………….Provinice …………………… Postal Code ………….……………….. Telephone ……...……………… Facsimile .……………...……….………………… Please specify type of seller  Natural Person of Thai Nationality ID Card/Civil Servant Identification No…………….....….....  Natural Person of Foreign Nationality Alien Card/Passport No…………………………….... ………  Juristic Person of Thai Nationality Company Registration No……………………………..………  Juristic Person of Foreign Nationality Company Registration No………………………………..…… I/We hereby accept the Tender Offer to sell the ordinary shares of Thai Cane Paper Public Company Limited, numbering ………………shares (……………….……………) at the price of Baht 21.00 (Twenty One Baht) per share and the net price after a brokerage fee (0.25% of the offer price) and VAT (7% of commission fee) will equal to Baht 20.9438 (Twenty point Nine Four Three Eight Baht) per share or total value of Baht ………....……… (………………………..), subject to the terms and conditions stated in the Tender Offer document. I/We hereby appoint Asia Plus Securities Public Company Limited as my/our proxy to sell, transfer and deliver shares, and to receive the payment of share price, as well as to take any action relevant to the sale and receipt of the share price on my/our behalf/behalves.  With share certificates  Transfer of shares via the depositary center Number of Shares Shareholders Certificates Nos. Transfer from Transfer Document Date of Transfer Member Company, Number Membership No. Total Payment Condition  Automatic transfer payment to Bank..............................................................................(as specified in Part 4 clause 3.1) Branch………………………………………..Type of Account…………………………………Account Number……………………………  Collect Cheque  In Person  By Registered Mail True Beneficiary Person from the Tender Offer acceptance  Myself  Others ….. I/We hereby attach the following document as supporting evidence of the operation: i.e. endorsed share certificate and/or warrant representing the right in securities and/or evidence of transfer of securities into the account “ASP FOR TENDER OFFER” Account No. 008-000000014-8 for foreign individual, as well as the copy of the ID card of the person whose name is in the securities and/or copy of the certificate of corporation of the company (in case of juristic person). I/We certify, represent and warrant that I am/we are the legal and beneficial owner(s) of all such sold shares free from any pledge or obligation or third party right (“Encumbrance”) and I/we sell such sold the shares as beneficial owner(s) thereof free from any and all Encumbrances. Signed …………………………. Authorized Person Signed ……………………………………. Seller (……………………………………) (……………………………………) Date …………………………………

Evidence of Receipt of Tender Offer Acceptance Form Receipt no. …………………….…

Asia Plus Securities Public Company Limited has received the share certificates or document of transfer of securities via the securities depositary center, and the Acceptance From for the securities of Thai Cane Paper Plc., totaling …………...……………shares from Mr / Mrs / Miss / Company ………………………………………………….  Automatic transfer to Bank…………………Type of Account……………………..…..Account Number……………………………  Collect cheque in-person  Receive cheque by registered mail Signed ………………..…………… Recipient (………………………………...) For more information please contact Ms. Arissara Tongyoi, Ms. Komkai Jarungmahawong, Ms. Patchamon Jirajarasnan, and Ms. Sineeya Nualjaem Asia Plus Securities Public Company Limited, Operation Department 9th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120, Thailand Tel 02-680-1333, 02-680-1321 02-680-1324 or 02-680-1327 Fax 02-680-1733

BROKER 002

TISCO SECURITIES COMPANY LIMITED

029

AYUDHYA SECURITIES PUBLIC COMPANY LIMITED

003

COUNTRY GROUP SECURITIES PUBLIC CO.,LTD.

030

I V GLOBAL SECURITIES PUBLIC CO., LTD.

004

DBS VICKERS SECURITIES (THAILAND) CO.,LTD

032

KTB SECURITIES (THAILAND) COMPANY LIMITED

005

CIMB SECURITIES INTERNATIONAL (THAILAND) PUBLIC CO.,LTD.

034

PHILLIP SECURITIES (THAILAND) PUBLIC CO.,LTD.

006

PHATRA SECURITIES PUBLIC COMPANY LIMITED

038

UNITED SECURITIES 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

221

MERCHANT PARTNERS SECURITIES LIMITED

013

KGI SECURITIES (THAILAND) PUBLIC CO.,LTD.

224

BUALUANG SECURITIES PUBLIC COMPANY LIMITED

014

CAPITAL NOMURA SECURITIES PUBLIC CO.,LTD.

225

CLSA SECURITIES (THAILAND) LTD.

015

ASIA CREDIT SECURITIES COMPANY LIMITED

229

JPMORGAN SECURITIES (THAILAND) LIMITED

016

THANACHART SECURITIES PUBLIC COMPANY LIMITED

230

GLOBLEX SECURITIES COMPANY LIMITED

019

KIATNAKIN SECURITIES CO.,LTD.

244

MACQUARIE SECURITIES (THAILAND) LIMITED

022

TRINITY SECURITIES CO.,LTD.

247

CREDIT SUISSE SECURITIES (THAILAND) LTD.

023

SCB SECURITIES CO.,LTD.

248

KT ZMICO SECURITIES COMPANY LIMITED

026

UOB KAY HIAN SECURITIES (THAILAND) PUBLIC CO.,LTD.

924

FINANSIA SYRUS SECURITIES PUBLIC COMPANY LIMITED

027

OSK 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)

315

SIAM CITY BANK PUBLIC CO.,LTD. (CUSTODAIN)

341

THE SIAM INDUSTRIAL CREDIT PUBLIC CO.,LTD.

316

343

CIMB THAI BANK PUBLIC COMPANY LIMTED

320

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (THAI) PUBLIC COMPANY LIMITED DEUTSCHE BANK AKTIENGESELLSCHAFT BANGKOK BRANCH - CUSTODY SERVICES

345

THANACHART BANK PUBLIC COMPANY LIMITED

324

United Overseas Bank (Thai) Public Company Limited

410

BANK OF AYUDHYA PUBLIC COMPANY LIMITED FOR TREASURY

326

THE ROYAL BANK OF SCOTLAND N.V., BANGKOK BRANCH

Annex 3 Power of Attorney (Tender Offer Acceptance for Ordinary Shares)

Stamp Duty Baht 30

Written at ….……………………. Date ….…………………………….…….. By this Power of Attorney, I / We ……………………………… Age …………years Nationality…….………….... Residing at No. …....…………Road…………..……………………..Tambol/Khwaeng …………..…………………………… Amphoe/ Khet …………………………………Province ………………………………………Postal Code ………….…...… , as a shareholder of Thai Cane Paper Public Company Limited holding ………………………………………………. shares, hereby appoint …………………………………....................…...... Age ………………years Nationality….……..…………Residing at No.…....… Road………………..…….. Tambol/Khwaeng…………..……………… Amphoe/ Khet …………………………………Province ………………………………………Postal Code ………….…...…, to act as my/our Authorized Person to have the power  to sell, transfer and deliver the ordinary shares of Thai Cane Paper Public Company Limited  to receive the payment of the price of said shares by taking the actions through Asia Plus Securities Public Company Limited, as well as to take any actions related to this regard on my/our behalf/behalves until completion. All acts done by my/our Authorized Person under this Power of Attorney shall be deemed to be taken by myself/ourselves in all respect. In witness whereof, this power of Attorney has been duly executed in the presence of the witnesses on the date herein above written.

Signed ………………………………..……….. Grantor (…….………..……………………………) Signed ……..………………………………….. Authorized Person (…….………..……………………………) Signed ……..………………………………….. Witness (…….………..……………………………) Signed ……..………………………………….. Witness Note: Please attach herewith the certified copies of Identification Card or certificate of corporation of the juristic person of the Grantor, and the certified copy of Identification Card of the authorized representative of the juristic person and of the Authorized Person.

Annex 4 Declaration of Cost of Tendered Securities Form (For the Foreign Juristic Person not operating business and reside in Thailand)

Date ....................................................... To

Asia Plus Securities Public Company Limited (”the Tender Offer Agent”)

I/We..........................................................................................................................Nationality ............................ TAX ID No. (if any) ......................................... hereby declare the cost of the ordinary shares of Thai Cane Paper Public Company Limited as intended for sale, as follows: Numbers of Share Certificate/ Numbers of Transfer Certificates

Names of Shareholders in the Register of Shareholders

Number of Shares

Cost per Share (Baht)

Total I/We hereby attach……………….................................................................................................................., totaling ................................. page(s) as evidence of the cost of shares to support the withholding of tax. I/We hereby certify that the above statements are true and correct in all respects. Signed ................................................................Tender Offeree ( )

Note: If the Tender Offeree, as a Foreign Juristic Person, fails to declare the cost or attach proper evidence of the cost and the Declaration of Cost of Tendered Securities Form, the Tender Offer Agent will withhold tax based on the entire proceeds of the sale of the shares receivable by the Tender Offeree.

Annex 5

Annex 6 Tender Offer Acceptance Procedure for NVDRs NVDR Holders of Thai Cane Paper Public Company Limited

Complete the NVDR Tender Offer Acceptance Form

Advise broker to transfer the Scripless NVDR Shares to the following account “ASP FOR TENDER OFFER” Account number 008-000000014-8 Enclose the evidence of transferring NVDRs as specified above Enclose the following documents with certified true copy 1. Thai Individual A copy of ID Card or A copy of Civil Servant ID Card or A copy of State Enterprise Official ID Card. A copy of House Registration 2. Foreign Individual A copy of Passport or a copy of Alien Certificate 3. Thai Juristic Person 3.1 A copy of Company Affidavit issued by MOC with a tenor not more than 12 months, signed certifying by the authorized person and affixed seal (if any) 3.2 Copies of documents stated in No. 1 or 2 of the director who is duly authorized by the company to certify true copy of document in 3.1 above

4. Foreign Juristic Person 4.1 A copy of the Certificate of Incorporation, Memorandum of Association and Company Affidavit issued not more than 12 months from the last day of the purchasing period 4.2 Copies of documents specified in No. 1 or 2 of the director who is duly authorized by the company to certify true copy of document in 4.1 above Documents in 4.1 and 4.2 must be certified by the Notary Public Officer and Thai Embassy or Thai Consulate in the country where the documents are prepared not exceeding 12 months prior to the last day of the Purchasing Period.

5. Foreign Juristic Person has to declare cost of ordinary shares by submitting the Confirmation of Securities Cost Form together with the evidence demonstrates the cost. If the Offeree fails to declare the cost basis and to submit proper evidence of the cost basis, the withholding tax will be In case of security holder’s authorized representative imposed on the entire proceed of the sale of the ordinary 1. Power of Attorney affixed with Baht 30 stamp duty shares. 2. Certified copy of identification documents of the shareholder and authorized representative as specified above Submit all documents to Ms. Arissara Tongyoi, Ms. Komkai Jarungmahawong, Ms. Patchamon Jirajarasnan, and Ms. Sineeya Nualjaem Asia Plus Securities Public Company Limited, Operation Department 9th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120, Thailand Tel 02-680-1333, 02-680-1321, 02-680-1324 or 02-680-1327 Fax 02-680-1733 (Or send to your broker that you have the trading account) All NVDR holders must submit the Tender Offer Acceptance Form 2 business days before the last Tender Offer date.

Annex 7 Tender Offer Acceptance Form - NVDRs of Thai Cane Paper Public Company Limited To: The Tender Offeror and Asia Plus Securities Public Company Limited (“Tender Offer Agent”) Date …………………………… Acceptance Form No………………… I/ we (Mr./ Mrs./ Miss/ Company ………………………………………………..Gender …………………..Nationality ……… Address ……………………………………………….Soi ……………………………Road ……………………………………… Tambol ……………………………Khet ………………………………………………….Province of ……………………………. Postal Code ………………………..Telephone ……………………………………………Facsimile …………………………… Please specify type of seller  Natural Person of Thai Nationality ID Card/Civil Servant Identification No…………….....….....  Natural Person of Foreign Nationality Alien Card/Passport No…………………………... ………  Juristic Person of Thai Nationality Company Registration No…………………………………  Juristic Person of Foreign Nationality Company Registration No………………………………… I/We hereby accept the Tender Offer to sell ………………units (…………………….……………………………) of NVDR of the ordinary shares of Thai Cane Paper Public Company Limited at the price of Baht 21.00 (Twenty One Baht) per share and the net price after a brokerage fee (0.25% of the offer price) and VAT (7% of commission fee) will equal to Baht 20.9438 (Twenty point Nine Four Three Eight Baht) per share or total value of Baht ………………....……… (……………………………………..), subject to the terms and conditions stated in the Tender Offer document. I/We hereby appoint Asia Plus Securities Public Company Limited as my/our authorized person to sell, transfer and deliver the shares, and to receive the payment of such shares, as well as to take any actions relating to the sale and receipt of the share price on my/our behalf/behalves.

 Transfer Scripless NVDR TSD Participant No.

Transfer slip no.

Transfer date

No. of NVDR

Total NVDR Payment Condition  Automatic transfer payment to Bank..............................................................................(as specified in Part 4 clause 3.1) Branch………………………………………..Type of Account…………………………………Account Number……………………………  Collect Cheque  In Person  By Registered Mail I/We hereby attach the following document for selling transaction including endorse the document of NVDR transfer to the account of “ASP FOR TENDER OFFER” Account No. 008-000000014-8 and certified copy of the securities holders’ ID card and/or Company Registration (in case of juristic person). I/We certify, represent and warrant that I am/we are the legal and beneficial owner(s) of all such sold NVDRs free from any mortgage, charge, pledge, encumbrance, liability or third party right (“Encumbrance”) and I/we sell such sold NVDRs as beneficial owner(s) thereof free from any and all Encumbrances. Signed ……………………………………. Proxy Signed …………………………………. Tender Offeree (……………………………………) (……………………………………) Receipt for Transfer Scripless NVDRs and Tender Offer Acceptance Form Date ………………………………… Receipt no. …………………….… Asia Plus Securities Public Company Limited has received transfer scripless NVDR and Tender Offer Acceptance Form of Thai Cane Paper Public Company Limited, totaling …………………………units (………...………………………….…………………) of NVDR from Mr / Mrs / Miss / Company …………………………………………………. The Tender offeree will receive the payment by: Automatic transfer to Bank…………………Type of Account……………………..…..Account Number……………………………  Collect cheque in-person  Receive cheque by registered mail Signed ………………..……………Recipient (………………………………...) For more information please contact Ms. Arissara Tongyoi, Ms. Komkai Jarungmahawong, Ms. Patchamon Jirajarasnan, and Ms. Sineeya Nualjaem Asia Plus Securities Public Company Limited, Operation Department 9th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120, Thailand Tel 02-680-1333, 02-680-1321, 02-680-1324 or 02-680-1327 Fax 02-680-1733

BROKER 002

TISCO SECURITIES COMPANY LIMITED

029

AYUDHYA SECURITIES PUBLIC COMPANY LIMITED

003

COUNTRY GROUP SECURITIES PUBLIC CO.,LTD.

030

I V GLOBAL SECURITIES PUBLIC CO., LTD.

004

DBS VICKERS SECURITIES (THAILAND) CO.,LTD

032

KTB SECURITIES (THAILAND) COMPANY LIMITED

005

CIMB SECURITIES INTERNATIONAL (THAILAND) PUBLIC CO.,LTD.

034

PHILLIP SECURITIES (THAILAND) PUBLIC CO.,LTD.

006

PHATRA SECURITIES PUBLIC COMPANY LIMITED

038

UNITED SECURITIES 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

221

MERCHANT PARTNERS SECURITIES LIMITED

013

KGI SECURITIES (THAILAND) PUBLIC CO.,LTD.

224

BUALUANG SECURITIES PUBLIC COMPANY LIMITED

014

CAPITAL NOMURA SECURITIES PUBLIC CO.,LTD.

225

CLSA SECURITIES (THAILAND) LTD.

015

ASIA CREDIT SECURITIES COMPANY LIMITED

229

JPMORGAN SECURITIES (THAILAND) LIMITED

016

THANACHART SECURITIES PUBLIC COMPANY LIMITED

230

GLOBLEX SECURITIES COMPANY LIMITED

019

KIATNAKIN SECURITIES CO.,LTD.

244

MACQUARIE SECURITIES (THAILAND) LIMITED

022

TRINITY SECURITIES CO.,LTD.

247

CREDIT SUISSE SECURITIES (THAILAND) LTD.

023

SCB SECURITIES CO.,LTD.

248

KT ZMICO SECURITIES COMPANY LIMITED

026

UOB KAY HIAN SECURITIES (THAILAND) PUBLIC CO.,LTD.

924

FINANSIA SYRUS SECURITIES PUBLIC COMPANY LIMITED

027

OSK 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)

315

SIAM CITY BANK PUBLIC CO.,LTD. (CUSTODAIN)

341

THE SIAM INDUSTRIAL CREDIT PUBLIC CO.,LTD.

316

343

CIMB THAI BANK PUBLIC COMPANY LIMTED

320

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (THAI) PUBLIC COMPANY LIMITED DEUTSCHE BANK AKTIENGESELLSCHAFT BANGKOK BRANCH - CUSTODY SERVICES

345

THANACHART BANK PUBLIC COMPANY LIMITED

324

United Overseas Bank (Thai) Public Company Limited

410

BANK OF AYUDHYA PUBLIC COMPANY LIMITED FOR TREASURY

326

THE ROYAL BANK OF SCOTLAND N.V., BANGKOK BRANCH

Annex 8 Power of Attorney (Tender Offer Acceptance for NVDRs)

Stamp Duty Baht 30

Written at ….……………………………. Date ….…………………………….…….. By this Power of Attorney, I / We ………………..………………………………………… Age …………years Nationality…….…………......... Address ……..…………………………………………………………….…………..………… Postal Code ………….…...… Country …..……………, as a shareholder of Thai Cane Paper Public Company Limited holding ……………………. NVDR, NVDR Certificate No.(s) ............................................................, hereby appoint Mr./Miss/Mrs. ………………………......................…..................................... Age …………..years Nationality ….……..…. Address ……………………………………..………………………………….....…. Postal Code ………………………..… Country …….……… to act as my/our Authorized Agent on my/our behalf to  sell, transfer, and deliver the NVDRs of Thai Cane Paper Public Company Limited to SCG Paper Company Limited  in the payment collection process through Asia Plus Securities Public Company Limited, and/or do and execute all such other matter in connection with the aforesaid on my/our behalf until its completion. All acts done by my/our Authorized Agent under this Power of Attorney shall be deemed to be taken by myself/ourselves in all respect. In witness whereof, this power of Attorney has been duly executed in the presence of the witnesses on the date herein above written. Signed ………………………………..……….. Grantor (…….………..……………………………) Signed ……..………………………………….. Authorized Agent (…….………..……………………………) Signed ……..………………………………….. Witness (…….………..……………………………) Signed ……..………………………………….. Witness (…….………..……………………………) Note: Please attach herewith a certified copy of an Identification Card of the Grantor or a Certificate of Incorporation, a copy of Identification Card of the authorized person in the case of a Juristic Person and a copy of Identification Card of Authorized Agent.

Annex 9 Confirmation of Securities Cost Form for NVDRs (For Foreign Juristic Person not operating business in Thailand)

Date ....................................................... To

Asia Plus Securities Public Company Limited (”the Tender Offer Agent”)

I/We..........................................................................................................................Nationality ............................ TAX ID No. (if any) ......................................... would like to declare the cost of NVDRs of Thai Cane Paper Public Company Limited, which are NVDRs being offered hereto as follows: Transfer Date

NVDR Certificate No./ Transfer Slip No.

No. of NVDR Shares

Cost per Share (Baht)

Total I/We hereby, attached …………………................................................................................................ .................. totally ................................. page(s) as evidence(s) of cost for withholding tax calculation. I/We hereby certify that the above statements are true. Signed ................................................................Tender Offeree ( )

Note: If the Tender Offeree, as a Foreign Juristic Person, fails to declare the cost basis and to submit proper evidence of the cost basis and the Confirmation of Securities Cost Form, the Tender Offer Agent will determine the withholding tax based on the entire proceeds of the sale of the shares.

Annex 10 Procedures Tender Offer Revocation Holders of Securities of Thai Cane Paper Plc.

To fill in the Tender Offer Revocation Form to cancel the Tender Offer Acceptance and evidence of receipt of share certificates/ certificate of transfer of shares via the securities depositary company, and Tender Offer Acceptance Form Enclose the following documents with certified true copy 1. Thai Individual Foreign Juristic Person A copy of ID Card (with a copy of House Registration for the ID 4.1 A copy of the Certificate of Incorporation, Memorandum card with no expiry date) or of Association and Company Affidavit issued not more A copy of Civil Servant ID Card (with a copy of house than 12 months from the last day of the purchasing registration) or period A copy of State Enterprise Official ID Card (with a copy of 4.2 Copies of documents specified in No. 1 or 2 of the House Registration) director who is duly authorized by the company to certify true copy of document in 4.1 above 2. Foreign Individual A copy of Passport or a copy of Alien Certificate Documents in 4.1 and 4.2 must be certified by the Notary 3. Thai Juristic Person Public Officer and Thai Embassy or Thai Consulate in the 3.1 A copy of Company Affidavit issued by MOC with a tenor country where the documents were prepared not exceeding not more than 12 months, signed certifying by the 12 months authorized person and affixed seal (if any) 3.2 Copies of documents stated in No. 1 or 2 of the director who is duly authorized by the company to certify true copy of document in 3.1 above Additional documents in the case of appointment of authorized representative 1. Original copy of the Power of Attorney affixed with Baht 30 stamp duty 2. Evidence indicating the personal status of the grantor of power and the authorized person as specified above To summit all documents to Ms. Arissara Tongyoi, Ms. Komkai Jarungmahawong, Ms. Patchamon Jirajarasnan, and Ms. Sineeya Nualjaem Asia Plus Securities Public Company Limited, Operation Department 9th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120, Thailand Tel 02-680-1333, 02-680-1321, 02-680-1324, 02-680-1327 Fax 02-680-1733 (Or send to your broker that you have the trading account)

Annex 11 Tender Offer Revocation for the Ordinary Shares and NVDRs of Thai Cane Paper Public Company Limited Attention Asia Plus Securities Public Company Limited (the “Tender Offer Agent”) Date ..................................................... Cancellation Form No. ......................................... I/ We (Mr./Mrs./Miss/Company) …………………………………………………………… ………Gender ………..………. Address ……………………………….……… Soi …………………..…..…….…..…… Road …….…….……………..…. Tambol ………………………..……… Khet …………….……….…………….. Province of ...………………………………. Postal Code …..………….….. Tel No. ……………..…...…...………. Fax No. .……………...………………….. I/We hereby cancel the intention to sell the securities of Thai Cane Paper Public Company Limited  Ordinary shares, numbering .................................................... shares  NVDRs, numbering .................................................... units To this end, I/we have filed the Form of Tender Offer Acceptance for the Securities of Thai Cane Paper Plc. On the date of .................................................................... Acceptance Form No............................................................... I/We hereby request for receipt of the return of shares, by way of:  Receiving them in the form of share certificates by myself/ourselves at Asia Plus Securities Plc.  Transferring shares via the securities depositary center by transferring the same into the accounts, as follows: - Name of the member receiving the transfer .................................................................................................. - Membership number of the member receiving the transfer ................................................................................ - Account name of the transferee ..................................................................................................... - Account number of the transferee .......................................................................................... I/We attach herewith the share transfer fee of the rate of Baht 100 per transaction. I/We agree with the conditions on the cancellation and receipt of return of shares as mentioned above in all respects. Signed .........................................Person Canceling the Intention to Sell ) ( Evidence of Acceptance of Application Form for Revocation of the Ordinary Shares and NVDRs of Thai Cane Paper Plc. Cancellation Form No. .......................................................... Dated ................................................... Asia Plus Securities Plc. has received the Form of Tender Offer Revocation for the Securities of Thai Cane Paper Plc. from (Mr. /Miss. /Mrs. /Company) ................................................................................................................  Ordinary shares, numbering .................................................. shares  NVDRs, numbering .................................................... units Acceptance Form No. .............................................................

Cancelled shares will be returned by:  Collecting them in the form of share certificates at Asia Plus Securities Plc.

 Transferring shares via the securities depositary center by transferring the same into the accounts, as follows: - Name of the member receiving the transfer .................................................................................................. - Membership number of the member receiving the transfer ................................................................................ - Account name of the transferee ............................................................................................................................ - Account number of the transferee ……………………………………………………………………………………………… Signed …………………………………Recipient

(

)

For more information please contact Ms. Arissara Tongyoi, Ms. Komkai Jarungmahawong, Ms. Patchamon Jirajarasnan, and Ms. Sineeya Nualjaem Asia Plus Securities Public Company Limited, Operation Department 9th Floor, Sathorn City Tower, 175 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120, Thailand Tel 02-680-1333, 02-680-1321, 02-680-1324 or 02-680-1327 Fax 02-680-1733

Annex 12

Stamp Duty Baht 30

Power of Attorney (For Tender Offer Revocation)

Written at ….…………………….….……. Date ….…………………………….…….. By this Power of Attorney, I / We ……………………………… Age …………years Nationality…….………….... Residing at No. …....…………Road…………..……………………..Tambol/Khwaeng …………..…………………………… Amphoe/ Khet …………………………………Province ………………………………………Postal Code ………….…...… , as a shareholder of Thai Cane Paper Public Company Limited holding ………………………………………………. shares, hereby appoint …………………………………....................…...... Age ………………years Nationality….……..… Residing at No. ….…………Road…………..…………………….. Tambol/Khwaeng ……………………………….…….…… Amphoe/ Khet …………………………………Province ………………………………………Postal Code ………….…...…, to act as my/our Authorized Person to have the power to cancel the sale of the ordinary shares of Thai Cane Paper Public Company Limited through Asia Plus Securities Public Company Limited, and to take any actions related to this regard on my/our behalf/behalves until completion. All acts done by my/our Authorized Person under this Power of Attorney shall be deemed to be taken by myself/ourselves in all respect.

Signed ………………………………..……….. Grantor (…….………..……………………………) Signed ……..………………………………….. Authorized Person (…….………..……………………………) Signed ……..………………………………….. Witness (…….………..……………………………) Signed ……..………………………………….. Witness (…….………..……………………………) Note: Please attach herewith a certified copy of Identification Card of the Grantor or a Certificate of Incorporation of the Grantor, and the certified copy of Identification Card of the person with authority to sign for the Juristic Person and of the Authorized Person.