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Information Memorandum : SVI-W2

General Document No. 7

- Information Memorandum -
Description, Conditions and Major Characteristics of Warrants to Purchase Ordinary Shares No. 2 of SVI Public Company Limited (SVI-W2)

Distribution of Warrants as of December 15, 2006

Major Holders as of December 15, 2006

Exercise Rights of Warrants

1. Exercise Date

The warrants holders are able to exercise their right to purchase ordinary shares on January 15, April 15, July 15 and October 15 of each year throughout the Term of Warrants ("Exercise Date"). If the Exercise Date falls on the Company's holiday, the Exercise Date shall be the next business day after such date. The first Exercise Date is January 15, 2008 and the last Exercise Date shall be at the end of Term of Warrants, which is December 14, 2010. If the last Exercise Date falls on the Company's holiday, the last Exercise Date shall be the last business day before the last Exercise Date.

2. Right to Purchase Share

In each exercise of the warrants, the warrant holders shall be entitled to partially exercise the rights to purchase ordinary shares or exercise all their rights at one time.

3. Submission Date for the Exercise Form

The warrant holders who wish to exercise their rights to purchase ordinary shares of the Company must give notification of such intentions during 9:00 a.m. and 15:00 p.m. within 5 business days prior to each Exercise Date ("Exercise Period"). Except for the last Exercise Date, the Warrants holders must notify their intentions within 15 business days prior to the last Exercise Date ("Last Exercise Period"). The Company shall not close the share register book during the Exercise Period, except for the Last Exercise Period; the Company shall close the share register book for 21 days prior to the last Exercise Date, and SET shall post "SP" sign for the warrants 3 business days prior to the closing date of share register book, which means the warrants shall not trade during such period. In case the closing date of the share register date is on the holiday of commercial bank, the closing date shall be postponed to the next business date. The Company shall inform the warrant holders, through SCP system of the SET, the information relating to the warrants such as Exercise Period, Exercise Ratio, Exercise price and the place to submit the intention form to exercise, at least 7 days prior to each Exercise Period. For the Last Exercise Period, the Company shall deliver the registered mail to the warrant holders whose names appear on the share register book as at the closing date of share register book, and shall online such information 3 days prior to the Last Exercise Period through the SCP system.

4. Contact Address

SVI Public Company Limited
33/10 Moo 4, Chaeng Wattana Road, Bangtalad, Pakkred, Nonthaburi 11120
Tel: 0-2574-5671 Fax: 0-25745672 and 0-25745673

5. Exercise Method

Warrant holders can obtain the Exercise Form at the Company by notifying an intention to exercise warrants within each Exercise Period. Warrant holders must notify, fill in a request for an issue of warrant certificates and submit them to his/her securities company that act as a broker of such warrant holders. The securities company will request TSD to withdraw the warrant certificate to be used as evidence to exercise the right to purchase ordinary shares.

Exercise Procedures

(a) Warrants holders who intend to exercise their rights to purchase the ordinary shares shall follow the conditions of exercise notification by fill in and sign the Exercise Form and submit the warrant or warrant substitute and supplementary evidence for subscription and purchase of the Company's shares as following.

- a notification form, which states duly and clearly completed and signed by the warrant holders(warrant holders can request the Exercise Form at the address in 4. Contact Address)

- the warrant certificate(s) or the substitute(s),

- payment for the price of the shares in the amount specified in the notification form by way of cheque, draft, bank draft or order collectible within Bangkok area within 2 business days from the relevant Exercise Date payable to the order of "SVI Public Company Limited", or transfer cash to the Company's current account named "SVI Public Company Limited" account number 099-2-01010-3, saving account, Bank Thai Public Company Limited, Sathorn Branch. The exercised warrants shall be completed when the Company has acknowledged receipt of payment. In case of uncollected payment, it means the warrant holder shall intend to cancel his/her exercise warrants. The Company shall send such warrant certificate(s) or the substitute(s) with uncollected cheque to the warrant holders by registered mail within 14 business days from the relevant Exercise Date without any interest. The warrant holders, however, are still able to exercise such warrants for the next Exercise Date, except being on the Last Exercise Date.

- Evidences for subscription shares

1. Thai national:	Certified copy of Citizen ID card
2. Foreigner:	Certified copy of Passport
3. Thai Juristic:	Copy of Articles of Association issued by Ministry of Commerce or authorized department not more than 30 days, certified by authorized director, together with certified documents according to 1. or 2. of such authorized director.
4. Foreign Juristic:	Copy of Company Register document issued by authorized government agency in the country which the foreign juristic located, certified by Notary Public or authorized government agency not more than 3 months, and certified such document by authorized director together with certified documents according to 1. or 2. of such authorized director.

(b) Warrant holders are responsible for stamp duty or other taxes (if any) and must comply with the stamp duty provisions contained in the Revenue Code and all other regulations or laws, which apply to a subscription for new ordinary shares.

(c) The number of shares to be issued when there is an exercise of rights shall be calculated by dividing the total amount of the warrant exercise paid by holders of the warrants or warrant substitutes by the exercise price at the relevant exercise period. The Company shall issue its common shares in prime amount not more than the number of warrant units or warrant substitutes multiplied by the exercise ratio. If the adjustment of rights causes a fraction of shares, the Company shall not take the fraction into the calculation and shall return the payment left from such exercise to the warrant holders by registered mail within 14 days from each Exercise Date without interest reimbursement in whichever cases.

(d) The warrant holders shall exercise the right to purchase not less than 100 common shares or in multiple amount of 100, except for; (a) if the amount of shares entitled to the warrant holder is less than or equal to 100, the exercise of warrants shall be made in full at a time; and (b) for the last exercise of warrants, the warrant holder shall exercise the right to purchase any amount of shares, with the exercise ratio of 1 warrant unit to 1 common share, except for the adjustment of rights.

(e) There's no limitation in transferring warrants and underlying shares from exercise of warrants.

(f) In case where the Company does not obtain the warrants or the warrant substitutes or the payment in full as specified in the exercise notice, or the Company finds that the exercise notice has not been completely and accurately filled in by the warrant holders, or the duty stamp is not completely affixed as required by the regulations or the laws, the warrant holders shall rectify the found errors to ensure compliance with the conditions prior to the exercise of warrants. Otherwise, the Company shall deem the exercise notice invalid without any exercise, and shall return the relevant payment earlier received together with the warrants or the warrant substitutes to the holders within 14 days from the Exercise Date, without any interest reimbursement in whichever cases.

However, any failure by holders of the warrants or the warrant substitutes to make payment for such exercise of rights in full shall entitle the Company to take any of the following actions as deemed appropriate:

1. The notification to exercise the warrants shall be deemed terminated without using any rights to exercise; or

2. The number of common shares subscribed shall be deemed equal to the amount of the exercise of the warrants actually paid to the Company at the exercise price and the exercise ratio at that time; or

3. The holders of the warrants certificates or the warrant substitutes shall pay for the balance of the relevant exercise within that exercise notice period. If the Company has not received payment in full within the required period, the Company shall deem the exercise notice invalid without any exercise, except in case of the last exercise of the warrants where holders must pay for the balance within 3 days after the Last Exercise Date, otherwise the Company shall follow the procedure in 1 above.

In case of not the last exercise

In case of 1 and 3 (only the Company don't receive full payment), the Company will return the unexercised warrants or warrant substitutes and the remaining payment it has received (if any), without interest, by registered mail within 14 days from the Exercise Date.

In case of 2, the Company will return the remaining unexercised warrants or warrant substitutes and the remaining payment it has received (if any), without interest, by registered mail within 14 days from the Exercise Date. Nonetheless, the unexercised warrants will remain valid and exercisable until the Last Exercise Date.

In case of the last exercise

In case of 2 and it is the last exercise, the Company will return the remaining warrants to the warrant holders by registered mail from the Last Exercise Date and in this case the Company shall deem that the warrants will be partially exercised. In case of 3 and it is the last exercise, the Company will return the payment it has received and the unexercised warrants to the warrant holders by registered mail within 14 days from the Last Exercise Date.

(g) After complying with the conditions for informing an intention to subscribe for the ordinary shares in which the warrant holder has delivered a correct and complete set of documentation identifying the number of warrants being allocated, the Exercise Form and the payment for the subscription for ordinary shares, a warrant holder may not withdraw its intention to exercise its warrants unless the written consent of the Company is obtained.

(h) If the warrant holder has not exercised his/her Warrants before expiry of the Last Exercise Date, the unexercised warrants will expire and will no longer be exercisable.

(i) In case that warrant holder submits the warrants more than his/her intention to exercise, the Company shall return the remaining warrants to warrant holder by deposit them to warrant holder's account at TSD within 15 business days from each Exercise Date according to the procedures stated in Exercise Form.

(j) The Company shall register the change of its paid-up capital with the Ministry of Commerce according to the number of newly issued share by the exercise of warrants within 14 days from each Exercise Date and the Company shall register the warrant holders who have exercised the warrants as its shareholders in the share registered book by the number of shares calculated by the exercise of warrants.

(k) From the date the warrant holder has submitted a completed intention to exercise the warrants until the date the name of such warrant holder is recorded in the share register book, the newly issued share will be deemed to be in the same position as the unexercised warrants.

This status will end as soon as the name of exercised warrant holder appears in share register book that the Ministry of Commerce registers the underlying shares from such exercise of warrants. In case of the adjustment of rights during the Company has not yet finished the registration of newly issued shares with the Ministry of Commerce, the Company shall retrospectively adjust the rights as soon as possible by issuing new ordinary shares to the warrant holders at the number that the warrant holders shall receive by their rights. The warrant holders may receive the issued share from the adjustment of rights later than the share received from the exercise of warrants.

6. In case of SET and/or TSD including the relevant government agencies issue the laws or regulations resulting that the Company has to amend the details of procedures of exercise the warrant, the Company is able to amend the procedures of exercise the warrant to comply with such laws or regulations and will notify the warrant holders, the warrant registrar, TSD and SEC immediately.

Adjustment of Exercise Price and Exercise Ratio

During the term of the warrants, if there is the occurrence of any of the following events, the Company shall adjust the Exercise Price and the Exercise Ratio (or the number of the warrants instead of adjustment of the Exercise Ratio):

(a) When the Company changes the par value of its ordinary shares as a result of a combination or splitting of shares;

(b) When the Company does a rights issue to its existing shareholders and/or a public offering and/or specific investors of its ordinary shares at the net price of the newly issued ordinary shares calculated to be less than 90% of "the market price of the Company's ordinary shares";

(c) When the Company does a rights issue to its existing shareholders and/or a public offering and/or specific investors of its securities which can be convertible into ordinary shares and/or entitling to the rights to subscribe to the ordinary shares (such as convertible debentures, warrants) at the net price of the newly issued ordinary shares reserved for the exercise of such securities calculated to be less than 90% of "the market price of the Company's ordinary shares";

(d) When the Company pays dividends, in whole or in part, in form of ordinary shares to holders of ordinary shares of the Company;

(e) When the Company pays dividends in an amount exceeding 70 % of its net profits after tax for its operation during such relevant accounting year;

(f) In the case where there occurs any event not mentioned in Clause a) - e) which could result in the benefits or considerations to be received by the warrant holders at the time of exercise of the warrants being deteriorated. The Company will consider the rights adjustment of the warrants (being the adjustment of the Exercise Price and the Exercise Ratio or number of the warrants). The result of such consideration shall be final and conclusive.

(a) When the Company changes the par value of the ordinary shares due to a consolidation or split of the ordinary shares in issue. The change of the Exercise Price and the Exercise Ratio shall have be effective immediately after approval by the shareholders' meeting of the change in the par value of the Company's shares and such change is registered with the Ministry of Commerce.

1) the Exercise Price will be changed in accordance with the following calculation method:
Price 1 = Price 0 x [Par 1] / [Par 0]

2) the Exercise Ratio will be changed in accordance with the following calculation method:
Ratio 1 = Ratio 0 x [Par 0] / [Par 1]

or

the number of warrants will be changed in accordance with the following calculation method:
NW1 = NW0 x Ratio 1 / Ratio 0

where as

Price 1 is the new Exercise Price after the change
Price 0 is the old Exercise Price before the change
Ratio 1 is the new Exercise Ratio after the change
Ratio 0 is the old Exercise Ratio before the change
Par 1 is the par value of the ordinary shares after the change
Par 0 is the par value of the ordinary shares before the change
NW 1 is the number of warrants after the change
NW 0 is the number of warrants before the change

(b) In the event that the Company offers new ordinary shares (common stock) to existing shareholders and/or to the general public and/or to limited persons (a private placement) with an average price per share being lower than 90% of "the Market Price of the Ordinary Shares".

The adjustment of the Exercise Price and the Exercise Ratio shall have immediate effect on the first day the subscriber of the ordinary shares has not obtained a right to subscribe for newly issued ordinary shares (the first day that the SET posts a "XR" sign) in the event that the offering is made to existing shareholders (a "rights issue") and/or the first day of the offering of ordinary shares to the general public and/or the first day that has been agreed to sell and purchase ordinary shares for offering to limited persons (a private placement) (as the case may be). "The Averaged Price Per Share of the Newly Issued Ordinary Share" is from the total amount of money obtained by the Company from such offering of shares minus the underwriting fee of such securities divided by the total number of newly issued ordinary shares.

"The Market Price of the Ordinary Shares" is fixed to be equal to the weight average price of the ordinary shares in the SET for at least 5 (five) consecutive business days before the date used in the calculation (the weight average price is equivalent to the total volume of the issued shares of the Company traded in the market divided by the total number of shares of the Company traded in the market)

"The Calculation Date" means the first date that the subscriber of the ordinary shares has not obtained a right to subscribe for the newly issued ordinary shares. Where the shares are to be offered to existing shareholders (the first date that the SET posts a XR sign) and/or the first date that the Company offers the ordinary shares to the general public and/or the first day that the Company offers the ordinary shares to limited persons and/or the first day that has been agreed to sell and purchase ordinary shares for offering to limited persons, as the case may be.

Thus, if there is more than one offering price for the newly issued shares and the offering must be jointly subscribed, it must use the average price of both the price and the total number of newly issued shares are to be considered when calculating the price per share of the newly issued ordinary shares.

If the offering is not on the condition that it must be jointly subscribed, the number of shares and the offering price, which is lower than 90% of the Market Price of the Ordinary Shares will be used in the calculations.

1) the Exercise Price will be changed in accordance with the following calculation method:
Price 1 = Price 0 x [(A x MP) + BX] / [MP (A + B)]

2) the Exercise Ratio will be changed in accordance with the following calculation method:
Ratio 1 = Ratio 0 x [MP (A + B)] / [(A x MP) + BX]

or

the number of warrants will be changed in accordance with the following calculation method:
NW1 = NW0 x Ratio 1 / Ratio 0

whereas

Price 1 is the new Exercise Price after the change
Price 0 is the old Exercise Price before the change
Ratio 1 is the new Exercise Ratio after the change
Ratio 0 is the old Exercise Ratio before the change
MP is "the market price of shares of the Company"
A is the total number of ordinary shares that have been fully paid-up as of the date before the closing date of the Register Book for subscription of the newly issued ordinary shares and/or before the first offering date for the offer of newly issued ordinary shares to the general public and/or the date which has been agreed to sell and purchase ordinary shares for offering to limited persons (a private placement).
B is the total number of newly issued ordinary shares to be offered to existing shareholders and/or the general public and/or limited persons (a private placement).
BX is the total money received from the offering after deducting the underwriting fee for the offering of the ordinary shares to existing shareholders and/or the general public and/or limited persons (a private placement).
NW 1 is the number of warrants after the change
NW 0 is the number of warrants before the change

(c) In the event that the Company offers any newly issued securities to existing shareholders and/or the general public and/or limited persons (a private placement), where such securities are convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares (i.e. convertible debentures or warrants to purchase ordinary shares), with the average price per share of such newly issued ordinary shares reserved for such securities being lower than 90% of "the Market Price of the Ordinary Shares".

The adjustment of the Exercise Price and the Exercise Ratio shall have immediate effect on the first date the ordinary shareholders have not obtained a right to subscribe for such securities convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares (the first day the SET posts "XR" sign) in case of an offering to existing shareholders ("Right Issue") and/or the first offering date of newly issued securities convertible/changeable into ordinary shares or which provide a right to subscribe ordinary shares to the general public and/or to limited persons (a private placement) (as the case may be).

"The Average Price Per Share of Newly Issued Ordinary Shares for Reserving for Those Securities" can be calculated from the total amount of money received from the offering of securities which can be convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares after deducting the underwriting fee plus the money received from exercising the rights to purchase ordinary shares divided by the total number of newly issued shares for reserving the exercise of such securities.

"The Market Price of the Ordinary Shares" means the same as in (b) above.

"The Calculation Date" means the first date that the subscriber of the ordinary shares has not obtained a right to subscribe for the newly issued securities convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares. Where such securities are to be offered to existing shareholders (the first date that the SET posts a XR sign) and/or the first date that the Company offers such securities to the general public and/or the first day that the Company offers such securities to limited persons and/or the first day that has been agreed to sell and purchase securities for offering to limited persons, as the case may be.

1) the Exercise Price will be changed in accordance with the following calculation method:
Price 1 = Price 0 x [(A x MP) + BX] / [MP (A + B)]

2) the Exercise Ratio will be changed in accordance with the following calculation method:
Ratio 1 = Ratio 0 x [MP (A + B)] / [(A x MP) + BX]

or

the number of warrants will be changed in accordance with the following calculation method:
NW1 = NW0 x Ratio 1 / Ratio 0

whereas

Price 1 is the new Exercise Price after the change
Price 0 is the old Exercise Price before the change
Ratio 1 is the new Exercise Ratio after the change
Ratio 0 is the old Exercise Ratio before the change
MP is "the market price of ordinary shares of the Company"
A is the total number of ordinary shares that have been fully paid-up as of the date before the closing date of the Register Book for the subscription of the newly issued securities which can be convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares and/or before the first offering date for the offering of newly issued securities convertible/changeable to ordinary shares or which provide a right to subscribe for ordinary shares to the general public and/or to limited persons (a private placement).
B is the total number of newly issued ordinary shares for reserving the exercise of securities which can be convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares that has been offered to existing shareholders and/or the offering to general public and/or to limited person (private placement).
BX is the total money received from the offering after deducting the underwriting fee for the offering of securities which can be convertible/changeable into ordinary shares or which provide a right to subscribe for ordinary shares for the offering to existing shareholders and/or the offering to the general public and/or to limited persons (a private placement) plus the money received from exercising the right to purchase ordinary shares.
NW 1 is the number of warrants after the change
NW 0 is the number of warrants before the change

(d) In the event that the Company makes a stock dividend payment (all or partial) to shareholders of the Company. The adjustment of the Exercise Price and the Exercise Ratio shall have immediate effect on the first date the subscribers do not have a right to such dividend (i.e. the first date that the SET posts a "XD" sign).

1) the Exercise Price will be changed in accordance with the following calculation method:
Price 1 = Price 0 x [A] / [A + B]

2) the Exercise Ratio will be changed in accordance with the following calculation method:
Ratio 1 = Ratio 0 x [A + B] / [A]

or

the number of warrants will be changed in accordance with the following calculation method:
NW1 = NW0 x Ratio 1 / Ratio 0

whereas

Price 1 is the new Exercise Price after the change
Price 0 is the old Exercise Price before the change
Ratio 1 is the new Exercise Ratio after the change
Ratio 0 is the old Exercise Ratio before the change
A is the total number of ordinary shares that have been fully paid-up as of the date before the closing date of the Share Register Book for the right to receive stock dividends.
B is the total number of newly issued ordinary shares which are issued in a form of stock dividend.
NW 1 is the number of warrants after the change
NW 0 is the number of warrants before the change

(e) In the event that the Company pays in cash dividends more than 70% of its net profit after tax deduction for the operation of any accounting year during the term of the Warrants. The adjustment of the Exercise Price and the Exercise Ratio shall have immediate effect on the first date the subscribers do not have a right to receive such dividend (i.e. the first date the SET posts a "XD" sign).

The percentage of the cash dividend paid to the shareholders shall be calculated from the actual cash dividend paid from the operation of each accounting year divided by the net profits after tax deduction from the same accounting year; provided that, such actual cash dividend payment will include the cash interim dividend during such accounting calendar year.

1) the Exercise Price will be changed in accordance with the following calculation method:
Price 1 = Price 0 x [MP - (D - R)] / [MP]

2) the Exercise Ratio will be changed in accordance with the following calculation method:
Ratio 1 = Ratio 0 x MP / [MP - (D - R)]

or

the number of warrants will be changed in accordance with the following calculation method:
NW1 = NW0 x Ratio 1 / Ratio 0

whereas

Price 1 is the new Exercise Price after the change
Price 0 is the old Exercise Price before the change
Ratio 1 is the new Exercise Ratio after the change
Ratio 0 is the old Exercise Ratio before the change
MP is "the market price of ordinary shares of the Company"
D is actual dividend per ordinary share paid to shareholders
R is dividend per share paid by calculating 70% of the net profit after tax deduction from the total shares that are entitled to dividend.
NW 1 is the number of warrants after the change
NW 0 is the number of warrants before the change

" The Market Price of the Ordinary Shares " means the same as in (b) above.

" The Calculation Date " means the first date that the subscriber of the ordinary shares has not obtained a right to receive dividend.

(f) Upon the occurrence of any event which causes the warrant holders to lose their rights and benefits and such event is not prescribed in a) to e) above, the Company will consider adjusting to fix the new Exercise Price and/or the new Exercise Ratio of the warrant holders to ensure that the rights of the warrant holders are no less favorable.

(g) The calculation of the adjustment of the Exercise Price and the Exercise Ratio pursuant to Clause (a) - (f) are independent. In case all events occur at the same time, the calculation for the adjustment shall be in the order from Clause (a) -> (e) -> (d) -> (b) -> (c) -> (f) whereby in each calculation of adjustment, it shall maintain the Exercise Price at 3 decimal points and the Exercise Ratio at 5 decimal points.

(h) In each calculation of right adjustment in terms of the Exercise Price and/or the Exercise Ratio pursuant to Clause (a) - (f), it shall not result in an adjustment that the new Exercise Price is higher than the previous one nor is the new Exercise Ratio being decreased to be lower than the previous one, except in the case of share combination. The amount of payment to exercise warrant is calculated by multiplying the new Exercise Price (3 decimal) with the number of ordinary shares exercised on that period (the number of ordinary share is calculated by multiplying the new Exercise Price with the number of warrants of each intention to exercise, the fraction of share shall be deleted). In the event that the payment is in the fraction of Baht, the fraction of payment shall be deleted. In the event that an adjustment of such Exercise Price causes the new Exercise Price to be lower than the par value of the Company's ordinary shares, the par value shall be used as a new Exercise Price instead and the new Exercise Ratio shall be the ratio calculated from (a) to (f) above.

(i) After the adjustment of the Exercise Price and the Exercise Ratio pursuant to Clause (a) - (f) above, the Company will notify the result of the said adjustment (including the details and methods of the calculation, the reasons why there has to be such an adjustment, and the effective date of the new Exercise Price as well as the Exercise Ratio) to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand and to the warrant holders through the SCP system on the effective date of such adjustment notify.

New Common Stock Issuance

In each issuance and delivery of newly issued ordinary share, warrant holder may choose to receive share certificate or use the scripless system through TSD service. The warrant holder must choose the way to receive share and indicate it in Exercise Form.

- In case of receiving share certificate, the name stated in share certificate shall be the name of warrant holder. The Company shall deliver share certificate to warrant holder at the address stated in Exercise Form by registered mail within 15 business days after each Exercise Date except the warrant holder amend the Exercise Form according to Conditions for Right Adjustment, Clause (f) and such exercise is the last Exercise Date, the Company shall deliver share certificate within 15 business days after the end of adjustment period.

- In case of using TSD service, the warrant holder must completely indicate the name of warrant holder, his/her name and account opened with securities company, who is the member of TSD in Exercise Form. The Company shall deliver share through his/her account within 7 business days from each Exercise Date, except the warrant holder amend the Exercise Form according to Conditions for Right Adjustment, Clause (f) and such exercise is the last Exercise Date, the Company shall deliver share certificate within 7 business days after the end of adjustment period.

In case that the Company is unable to provide shares for the exercise of warrants

The Company shall compensate warrant holders who declare their intention to exercise in each Exercise Date that the Company cannot arrange for sufficient reserved shares for such exercise and the warrant holders proceed correctly to the condition mentioned in 5. Exercise Method except in case of the restriction of share transfer.

The calculation method for compensation to be paid by the Company to the warrant holders will be calculated as follows:
Compensation per 1 unit of Warrant equal to B [MP - Price 1]

whereas

B is the number of ordinary shares, which have not been allocated and/or increased following the increase of the Exercise Ratio after adjustment per 1 unit
MP is the weight average of ordinary shares of the Company in the SET for last 5 (five) consecutive business days before the Exercise Date that the warrant holders have exercised the Warrants (the weight average is the total trading volume of the Company's shares divided by the total number of the Company's shares being traded)
Price 1 is the Exercise Price or the new adjusted Exercise Price as specified in the conditions for an adjustment.

If the shareholding ratio of foreign shareholders when exercising to purchase ordinary shares under the warrants exceeds the ratio prescribed in the Articles of Association of the Company or by relevant law and as a result, a foreign warrant holder cannot hold ordinary shares, the Company shall not be responsible for any damages caused to such person arising from his/her inability to exercise the Warrants to purchase ordinary shares and to hold the ordinary shares of the Company. In addition, the Company shall not be obliged to take any action in order for such warrant holders to exercise their rights under the warrants or to hold ordinary shares and such warrant holders shall not have a right to claim any damages from the Company or request that the Company take any action.

Transferring Restriction

Warrants are transferable without restriction except when the register book of the warrants is closed to cease the transfer of the warrants for a period of 21 days prior the warrant holders' meeting to allow the determination of the rights of the warrant holders to receive or obtain benefits or 21 days prior the last Exercise Date. The register book shall be closed from 12:00 p.m. on the first closing date of the register book and if such date is not a business day, it shall be postponed to the following business day.

Silent Period (if any)	- none -
Others	- none -
Financial Advisor	- none -
Prepared By	SVI Public Company Limited