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Revised Exercise Condition Of ESOP-4

BackFeb 17, 2006

Detail of the Issuance and Offer of the Warrant No. 4

1) Details of the Issuance and Offer of the Warrants No. 4


Category of warrant:
Warrants to purchase the ordinary shares of SVI Public Company Limited
issued to the directors and employees of the Company, No. 4

Type : Non transferable warrant certificate specifying name of holder
Number of warrants to be issued:  5,500,000 Units (Five million five hundred  units)
Maturity period:  Not more than 3 years after the issuance date Sale
price/unit:  Baht 0 (Baht Zero)
Exercise ratio: One (1) unit of warrant to one (1) new ordinary share
Exercise price :  Baht 10.00 (Ten)

Reason and source of determination of the number and price of warrants: The determination of the number and price of warrants is based on comparison
with the allotment of warrants to executives in companies in the same industry, and also based on the result of encouragement in order to cause the executives to perform their work and cooperate with the Company efficiently.

The average market price of the shares of the Company applied on the Stock Exchange of Thailand (the SET) for the period of 30 (thirty)
working days prior to the Meeting of the Board of Directors where the offer of warrants for sale to the directors and employees at this time was approved, is Baht 9.53 (Nine point fifty-three)  per share.

Necessity for issuance of warrants:
Since all the products of the Company are exported to various countries such as USA, Europe and Japan, the Company must develop its capability to compete in the global market. Thus it is necessary for the Company to recruit and retain executives with knowledge, ability and experience in the electronics business and to offer the remuneration which is equivalent to the companies in the same industry. The main purpose of issuance of warrants is to motivate and maximize efficient performance of executives.

Many listed companies on SET in electronics component sector also offer and issue warrants to their directors and employees in order to motivate efficient performance of directors and employees and to help retain key personnel. In addition warrants No. 4 will be allotted to key executives from level of Senior Managers to Director who have demonstrated high knowledge, ability and excellent performance

Issuance Date  October 1, 2006
Exercising date as per the warrant:
1st Exercise date 15th October 2006
2nd Exercise date 15th  January 2007
3rd Exercise date 15th  April 2007
4th Exercise date 15th  July 2007
5th Exercise date 15th  October 2007
6th Exercise date 15th  January 2008
7th Exercise date 15th  April 2008
8th Exercise date 15th  July 2008
9th Exercise date 15th  October 2008


The warrant holder shall indicate his/her intention to exercise the right
within fifteen days prior to the exercise date each time. In the case where
any exercise date falls on a non-working day of the Stock Exchange of
Thailand, the exercise date shall be one day earlier before such non-working
day.


Exercise Condition

1st Exercise
1/3 of the total amount of warrants issued to him/her is exercisable
2nd Exercise
The balance of warrants issued to him/her released of 1/3 of the first
time are exercisable.
3rd Exercise

The balance of warrants issued to him/her released of    1/3  of the
first time are exercisable
4th Exercise
The balance of warrants issued to him/her released of 1/3  of the
first time are exercisable
5th Exercise
Another 1/3 of the total amount of warrants issued to him/her and
the balance of warrants issued to him/her released of 1/3 of the
first time are exercisable
6th Exercise
The balance of warrants issued to him/her released of 2/3 of total
warrants are exercisable
7th Exercise
The balance of warrants issued to him/her released of 2/3 of total
warrants are exercisable
8th Exercise
The balance of warrants issued to him/her released of 2/3 of total
warrants are exercisable
9th Exercise
Another 1/3 of the total amount of warrants issued to him/her and all
the balance of the warrants released to him/her are exercisable

Number of ordinary shares reserved for exercising the of warrants :5,500,000 shares (Five million five hundred thousand shares)


Method and details of allotment:
- Offered to the directors and employees of the Company at one time.
The offer shall be made promptly upon obtaining an approval from
the shareholder meeting and permission from the Securities and Exchange
Commission.

- Persons entitled to allotment shall be directors and/or employees of
the Company as at the date of allotment and continue to be directors
/or employees on the exercise date each time. If the warrant holder is
not a director and/or employee of the Company for any reason, such as
resigning, termination of employment or retiring, it shall be deemed
that the warrants issued to such director and/or employee shall be revoked
and the Company will cancel such warrant immediately.

Names of directors and employees who are eligible for warrants exceeding
five percent (5%) of the total number of warrants issued this time:

Name/Title No. of warrants (%)
1.

Mr. Pongsak Lothongkam
Managing Director

4,075,000 74.09
2.

Mr. Ruangpoj Phakdurong*
Vice President Business Development

112,500 2.05
3. Mrs. Pissamai Saibua
Chief Finance Officer
337,500 6.14
4. Mr. Carsten Bremerskov*
Sales Director for Scandinavia
75,000 1.36
5.

Mr. Dennis Teo
Director of Materials Control

225,000 4.09
6. Mr. Pornyoot Chinmahavong
Director of Quality

90,000 1.64
7. Mr. Virat Phugthai
Assistant Director, Program Management  
112,500  2.05
8. Mr. Suporn Limchunhanukul
Assistant Director, Operations  
112,500 2.05
9. Mr. Chalerm Charttrakull
Senior Manager, Program Management
90,000 1.64
10. Mr. Chatchawan Wimukdakhum
Assistant Director, Test Engineering 
90,000 1.64
11. Mr. Martin E.Hass
Customer Service, Sr. Manager 
90,000 1.64
12. Others  90,000 1.64

* Mr. Ruangpoj Phakduron and Mr. Carsten Bremerskov have received
warrant No.1 for the amount of 350,000 and 300,000 units, respectively.


Secondary market for warrants:
The warrants shall not be listed on the Stock Exchange of Thailand.

Secondary market for ordinary shares,which are converted from
the exercising of right of warrants:

All ordinary shares arising from exercise of warrants shall be listed
on the Stock Exchange of Thailand.

Financial assistance of the Company for the issuance of warrants for
sale at this time:
-None-

Impact on the shareholders from the offer of warrants for sale at this time: The offer of warrants to the directors and employees of the Company
at this time has no effect upon the shareholders, especially the impact concerning dilution of the shareholding proportion. The exercise of
rights of the whole number of warrants of 5,500,000 (Five million five hundred thousand) units will however cause the proportion of shareholding
by the existing shareholders to be reduced by approximately 3.83 (Three point eighty-three) percent of the paid-up capital of the Company
at present.

The offer of warrants at this time may not affect the market price of the Company since the exercise price of the warrants is higher than
the average market price of the shares traded on the Stock Exchange of Thailand during the period of 30 (thirty) working days prior to
the date on which the Meeting of the Board of Directors resolved to approve the sale of warrants to the directors and employees on this
occasion.

Objective and necessity of the issuance of securities for sale at this time: For the purpose of encouraging the directors and employees to cooperate with the Company and work well for the Company on a long-term basis.

Total ESOP warrants offered within the last 5 years (including proposed warrants No. 4)

No./Year Total Issuance Resignation Cancellation Outstanding
ESOP 1/2546 3,682,533 990,000 - 2,692,533
ESOP 2/2547 7,131,060 1,600,000 5,531,060 -
ESOP 3/2548 1,900,000 - 1,900,000 -
ESOP 4/2549 5,500,000 - - 5,500,000
Total  18,213,593 2,590,000 7,431,060 8,192,533

Note: Note: ESOP 1 were exercised in 2004 and 2005 for 695,633 units
and 453,133 units respectively.

The cancellation is due to the resignation of directors and employees.
The outstanding amount of ESOP warrants offered within the last 5 years
(including proposed warrants No. 4) account for 0.57% of the paid-up
capital

Resolution of the shareholders meeting and the right of objection
of shareholders :

The resolution of the shareholders meeting to approve the offer of warrants
for sale to each employee at this time shall consist of not
less than three-fourths of the total number of votes of the shareholders
attending the meeting and having the right to vote, and the objection votes
must not exceed 5 (five) percent of the total number of votes of the
shareholders attending the meeting and casting votes.

Name of the independent director who is entitled to be appointed as
a proxy if any shareholder cannot attend and vote at the meeting in person.:

Mr. Threekwan Bunnag or Dr. Pruchya Piumsomboon who is not entitled to this
allotment of the warrants.

Other related details:

The director or employee, who receives warrants exceeding five percent
of the total number of warrants, must be approved by the Board of Directors
and the Compensation Committee.

2) Details of the director and employee who is entitled to allotment
in exceeding of five (5) percent of the total number of warrants offered
at this time

    1. Mr. Pongsak Lothongkam Managing Director
    2. Mr. Ruangpoj Phakduron, Vice President Business Development
    3. Mrs. Pissamai Saibau, Chief Finance Officer
    4. Mr. Carsten Bremerskov, Sales Director for Scandinavia
    5. Mr. Dennis Teo, Director of Materials Control
    6. Mr.Pornyoot Chinmahavong,  Director of Quality
    7. Mr. Virat Phugthai, Assistant Director, Program Management
    8. Mr. Suporn Limchunhanukul,  Assistant Director, Operations
    9. Mr. Chalerm Charttrakull, Senior Manager, Program Management
    10. Mr. Chatchawan Wimukdakhum, Assistant Director, Test Engineering
    11. Mr. Martin E. Hass, Senior Manager, Customer Service

Note: Mr. Ruangpoj Phakduron and Mr. Carsten Bremerskov have received
warrant No.1 for the amount of 350,000 and 300,000 units, respectively.
The above employees have not received benefits from the offer of warrants
for sale at this time since the exercise price is equal to the average
market price of the shares of the Company applied on the Stock Exchange
Thailand (the SET) for the period of 30 (thirty) working days prior
to the Meeting of the Board of Directors where the offer of warrants
for sale to the directors and employees at this time was approved


Opinion of the Board of Directors:
In respect to allocation of warrants to above employees, the Board
of Directors had the opinion in consistence with the opinion of the
Compensation Committee