Issuance of Warrants JMart w1 and ESOP Shceme

The English translation of this document is prepared solely for reference for non-Thai shareholders of the Company. It should neither be relied upon as the definitive nor the official document of the Company. The Thai version is the official document and shall prevail in all respects in the event of any inconsistency with the English translation. Attachment 1 English Version Description, Condition and Major Characteristics of Warrant# 1 of Jay Mart Public Company Limited (JMART-W1) Name : The First warrant to purchase ordinary shares of Jay Mart Public Company Limited (JMART-W1) Type of Warrant : Specify warrant holders and transferable Number of Warrant : 69,000,000 Units Rights of Warrant : 1 unit of warrant has the rights to purchase 1 new ordinary share. The exercise ratio is subject to change in accordance with the conditions for adjustment. Exercise Price : Baht 3.00 per share, the exercise price is subject to change in accordance with the conditions for adjustment. Offering Price : Baht 0.00 per unit Term of Warrant : No later than 2 years and 6 months from the first issue date. The term of warrant is not subject to change. Allocation and placement method and period : 1. Allotment of new warrant total 60,000,000 units to existing shareholders on the pro rata basis (Right Offering), 5 existing shares for 1 unit of warrant (1 unit of warrant represent the right to purchase 1 unit of the company ordinary share). In the event where any existing shareholders hold shares in the amount which residual appears, the Company shall disregard such residual. The Company's Board of Directors is empowered to determine the names of shareholders who have the right to be assigned and offered the warrant. Company requires to placement the warrant within 1 year from shareholder's meeting resolution. 2. Allotment of new warrant total 9,000,000 units to new shareholders who purchased new ordinary share issued, 5 existing shares for 1 unit of warrant (1 unit of warrant represent the right to purchase 1 unit of the company ordinary share). In the event where any existing shareholders hold shares in the amount which residual appears, the Company shall disregard such residual. Company requires to placement the warrant within six months from Securities of Exchange Commission approved or within the extend period specified by Securities of Exchange Commission which will not exceed 12 months from the date that Securities of Exchange Commission approved. The warrant allotment for placement to existing shareholder and new investor can be performed either at the same time or separately. Exercise Period : Warrant holders can exercise their rights to purchase the company's ordinary shares on the last business day of every quarter throughout 2 year and six months from the first issuance date. The first Exercise date is the last business day of March 2012 and the last Exercise Date is the last business day of December 2013. Period for Notification of Intention to Exercise the Warrant : 15 business days prior to the exercise date Irrevocability of Notification of Intention to Exercise the warrant : Once the notification of intention to exercise the Warrant is served, the warrant holders shall no longer be able to revoke such intention. Numbers of Ordinary Shares Allocated to Accommodate the Exercise of the Warrant : 69,000,000 Shares Secondary Market for the Warrant : Company will list the warrant on Stock Exchange of Thailand (SET) Dilution Effect : 1. Control Dilution The issuance of new ordinary shares to public (PO) for total 45,000,000 shares will dilute the shareholding of the existing shareholders by 13.04 percent (Control Dilution was calculated based on the following formula). Control Dilution = # PO Issuance Share #Paid up Share + # PO Issuance Share = 45,000,000 300,000,000,+45,000,000 = 13.04% Since the warrant would be offered to both existing shareholders and new investors on same pro rata basis (5 existing shares for 1 unit of warrant), there would yield no dilution effect on the shareholders at the date of the Warrant issuance. However, If all of the persons who exercise the Warrant are not the existing shareholders, the shareholding of the existing shareholders will be diluted as follows: Control Dilution = # PO Issuance Share + # Issuance Share to accommodate the warrant #Paid up share + # PO Issuance Share + # Issuance Share to accommodate the warrant = 45,000,000 + 69,000,000 300,000,000 + 45,000,000 + 69,000,000 = 27.54% 2. Price Dilution If company Board of Director approved to issue new ordinary share to public (PO) for total 45,000,000 shares at 10 percent lower than market price or Baht 2.60, the price of the Company's shares will dilute the stock price by 1.38 percent. The calculation is based on a hypothesis that the market price of the Company's shares before the offering is Baht 2.89 per share which is the weighted average market price of the Company's shares value in the period of 7 consecutive business days prior to the Board of Directors' Meeting No. 1/2011 held on February 24, 2011 (during February 14, 2011and February 23, 2011-Information from SETSMART), having the calculation details as follow: Price dilution = Market Price - Market Price (After Issuance)* Market Price * Market Price (After Issuance) = (Market Price x # Paid up Share)+(Exercise Price x # Newly PO Share) (# Paid up Share + Newly PO Share) Market Price (After Issuance) = (2.89 x 300,000,000,) + (2.60 x 45,000,000) (300,000,000+ 45,000,000) = Baht 2.85 Price dilution = 2.89 - 2.85 = 1.38% 2.89 However, together with the issuance of 69,000,000 unit of Warrant #1 with the exercise price of Baht 3.00 which will be issued at the same time with new ordinary share issuance, the price of the Company's shares shall be diluted by 1.38 percent due to exercise price of the Warrant#1 is higher than market price before public offering . Reasons to Issue New Shares to Accommodate Changes in Exercise of Rights : Upon adjustment of the exercise price and the exercise ratio under the conditions of the rights adjustment as stated in the terms and conditions of warrant, which is an event as stated in item 11 (4) (kor) of the Notification of the Capital Market Supervisory Board No. Tor Jor. 34/2551 re: Application for Permission and Permission to Offer the Warrant representing the Rights to Purchase New Shares and the Newly Issued Shares Reserved for the Accommodation of the Exercise of the Warrant. [Company will not adjust the right in the case that the issuance and offering warrant to existing shareholders is separate from the issuance and offering warrant to public investors who purchase new ordinary shares] Objectives of Issuance of Warrant and Expected Benefits the Company would gain from this Allocation of Newly Issued Shares : The company issue warrant to strengthen the capital base in preparation of business expansion especially, JMT Network Service Company Limited (subsidiary company). Therefore, the Company contemplates to issue the Warrant to enhance the liquidity and increase the working capital of the Company and to strengthen the capital base in preparation for future fund raising for the investment in these projects, particularly debt financing either by borrowings or fund raising from the market of debt instruments. The future project will enhance higher revenue and better net profit margin which will result to a greater benefit for both company and shareholder. If all the newly issue warrant exercise, company will receive Baht 207 millions. Expected Benefits the Shareholders would gain from the Capital Increase : The shareholders would gain benefits from the Company's fund investment in the business expansion, which will enhance the strength of business group and generate income for the Company. Other : The Company's Board of Directors and/or the Company's authorized signatories and/or the persons authorized by the Company's Board of Directors or the Company's authorized signatories are empowered (1) to determine and amend any other necessary and appropriate conditions and details in connection with the warrant issuance, such as details of the offering, 2) to execute application, necessary supporting documents and evidence relevant to the issuance of the Warrant, including to contact and to file such application forms, documents and evidence to the authorities or government agencies concerning the warrant issuance and the listing of the Warrant on the Stock Exchange of Thailand (SET)., and (3) to take any other actions which are deemed necessary and appropriate for the issuance and allocation of the Warrant. The English translation of this document is prepared solely for reference for non-Thai shareholders of the Company. It should neither be relied upon as the definitive nor the official document of the Company. The Thai version is the official document and shall prevail in all respects in the event of any inconsistency with the English translation. Attachment 2 (English version) Details of the issue and offer for sale of warrants to purchase new ordinary shares to directors, executives and employees of Jay Mart Public Company and Subsidiary Company (ESOP) No.1 1. Objectives and necessities of the issue and offer for sale of warrants The issue and offer for sale of warrants by the Company is intended to enhance morale of its directors, executives and employees who have taken part in the Company's past achievement and to motivate and reward the key personnel in order to retain them to work with the Company in the long term. This will be favorable to business and future performance of the Company and create the highest returns to the shareholders of the Company in the future. 2. Indicative features of the warrants Title : Warrants to purchase new ordinary shares of Jay Mart Public Company Limited Type : Registered and non-transferable warrant except for the transfer according to the estate or will in case of decease. Offering method : Offer to the directors, executives, and employees of the Company Term of warrants : 2 years and 6 months from the date of issue Number of warrants offered for sale : 6,000,000 unit Offering price : Baht 0 Exercise price : Baht 1.00. Such offering price is 66.67% discount from the Market Price. However, the exercise price is subject to change as stated in the adjustment of rights and conditions provision under the terms and conditions of the warrant. However, company will not adjust the rights and conditions as a result of issuing and placement of Jay Mart warrant (JMART#1) Exercise ratio : 1 unit of warrant has the rights to purchase 1 new ordinary share. However, the exercise ratio is subject to change as stated in the adjustment of rights and conditions provision under the terms and conditions of the warrant. However, company will not adjust the rights and conditions as a result of issuing and placement of Jay Mart warrant (JMART#1) Issue Date : Within 1 year after the shareholder meeting approved to placement the ESOP to directors, executives and employees of Company and its subsidiaries Number of shares reserved for exercise of warrant : 6,000,000 shares at par value of Baht 1 per share or 2% of total 300,000,000 paid-up capital of the Company. Reasons for issuing new ordinary shares to reserve the right adjustment : In case there is the adjustment of the exercise price and ratio according to the adjustment of rights and conditions as stated in the adjustment of rights and conditions provision under the terms and conditions of the warrant. Secondary market for warrant : The Company will not list the warrant on the Stock Exchange of Thailand Exercise period and conditions : For all 6,000,000 warrants issued under this ESOP, warrant holders are entitled to exercise the warrant to purchase ordinary shares 4 times, the first exercise date shall be last business day of June 2012. The following exercise dates shall be on the last business day of June and December of each year, and the last exercise date shall be on the last business day of December 2013. The warrant holders can exercise their allotted warrants according to the following conditions: First Exercise Date : Exercisable amount of 25% of the total number of warrants allotted to each warrant holder 2nd Exercise Date : Exercisable amount of 50% of the total number of warrants allotted to each warrant holder (inclusive of the exercisable amount from the 1st exercise date) 3rd Exercise Date : Exercisable amount of 75% of the total number of warrants allotted to each warrant holder (inclusive of the exercisable amount from the 1st - 2nd exercise date) 4th Exercise Date : Exercisable amount of 100% of the total number (inclusive of the exercisable amount from the 1st - 3rd exercise date) Other benefits -None- 3. Allotment method of the warrants The Company will allot the warrants to directors, executives and employees of the Company or its subsidiaries provided that the person must be director, executive or employee of the Company or its subsidiaries on the date that the warrants are issued. The Company's Board of Directors or its designated persons shall set the eligibility criteria and/or list of directors, executives and employees eligible for allotment as well as amount of the allotted warrants for each person. The amount of warrants allotted to each director, executive and employee may vary depending on the position and year of service. 4. List of directors and number of allotted warrants Name Position Number of allotted warrants % of total issue Mr. Pisanu Pong-acha Chairman/Director 150,000 2.50% Mr. Adisak Sukumvitaya Director 250,000 4.17% Miss. Yuvadee Pong-acha Director 200,000 3.33% Mrs. Manee Soontornvatin Director 200,000 3.33% Mr. Pracha Tansaenee Director 50,000 0.83% Mr. Phisit Dachanabhirom Chairman of the Audit committee/ Independent Director 150,000 2.50% Mr. Dej Bulsuk Audit committee/ Independent Director 100,000 1.67% Mr .Suwit Kingkaew Audit committee/ Independent Director 100,000 1.67% 5. Details of director, executives and employees of the Company who will be allotted more than 5 percent of the total issue -None- 6. Dilution effects of the issue and offer for sale of warrants on the shareholders 6.1 Price Dilution In case total 6,000,000 warrants are exercised, the price dilution will be 1.28% based on assumed market price of Baht 2.89 per share which is calculated from the weighted average of the Company's share price for the period of 7 consecutive trading days prior to the date of the Board of Director's meeting (14 February 2011 - 23 February 2011) and the exercise price of Baht 1.00. Details as follows: Price dilution = Market price - Market price after the warrant issue* Market price * Market price after the warrant issue = (Market price x Paid-up shares)+(Exercise price x Reserved share) (Paid-up shares+ Reserved share) = (2.89 x 300,000,000) + (1 x 6,000,000) (300,000,000+ 6,000,000) = 2.86 Baht Price dilution = 2.89-2.86 = 1.28% 2.89 6.2 Control Dilution In case total 6,000,000 warrants are exercised and current paid-up shares is 300,000,000 shares, the control dilution will be 1.96% Details as follows: Control Dilution = Reserved shares Paid-up shares + Reserved shares = 6,000,000 = 1.96% (300,000,000 + 6,000,000) 7. Exercise procedures and conditions 7.1 Notification Period for the exercise of warrants The warrant holder who wishes to exercise his/her right to purchase ordinary shares of the Company must submit the intention to purchase ordinary shares of the Company from 9.00 a.m.-16.00 p.m. of each business day within 15 business days prior to each exercise date throughout the exercise period, including the last exercise date. 7.2 Exercise date The exercise date shall be last business day of June 2012. The following exercise dates shall be on the last business day of June and December of each year throughout the term of warrants, and the last exercise date which shall be on the last business day of December 2013 7.3 Qualifications of employees who are entitled to exercise the warrants 7.3.1 Subject to items 7.3.2 to 7.3.4, any warrant holder desiring to exercise his/her right to purchase new ordinary shares issued in accordance with those warrants must be a director, executive or employee of the Company or its subsidiaries on the warrant exercise date. 7.3.2 If the warrant holder ceases to be a director, executive or employee as a result of retirement in accordance with the Company or its subsidiary's criteria, at any time before the expiry of the warrants, he/she still has the right to exercise the warrant throughout the term of the warrant. 7.3.3 If the warrant holder ceases to be a director, executive or employee as a result of death, disappearance by the court's order or he/she becomes an incompetent person or quasi-incompetent person that causes such person to be unable to work, his/her or guardian on behalf of such warrant holder shall has the right to exercise the warrant throughout the term of the warrant. 7.3.4 If the warrant holder rotates or transfers his/her position as a result of Board of Director's decision but he/she is still a director, executive or employee of the Company or its subsidiaries on the exercise date, he/she still has the right to exercise the warrant throughout the term of the warrant. If the warrant holder ceases to be a director, executive or employee of the Company or any of its subsidiaries for any reason, other than those specified in 7.3.2-7.3.4, such warrant holder will no longer be entitled to exercise the allotted warrant and must return the non-exercised warrant to the Company for cancellation. 7.4 If the warrant holder does not use the right to exercise until expiry of the warrant, the warrant holder can not call for any compensation from the Company or its subsidiaries. 7.5 The exercise of rights to share subscription shall be valid only if the Company receives the full payment. In the event that the payment cannot be collected for whatsoever reasons not caused by the Company, it will deem that warrant holder intends to cancel such exercise. However, such warrant holder shall have the rights to purchase ordinary shares for the next time except for the cancellation of the last exercise date whereby the rights to purchase the ordinary shares shall be deemed expired. 7.6 The warrant holder shall be responsible for payment of with-holding tax arising from the exercise of his/her warrants. 7.7 The warrant holder shall be responsible for payment of stamp duty and/or other taxes (if any) arising from the exercise of his/her warrants. 8. Obligation between the Company or its subsidiary and its directors, executives and employees on the allotment of warrants -None- 9. Company's action to the relevant authorities in relation to the application and issue of the warrants The Company shall issue and offer for sale of warrants to the directors, executives and employees in compliance with rules and regulations, and criteria set forth in the Notification of the Capital Market the Supervisory Board No. Tor. Jor. 32/2551 Re: Offering Newly-issued Shares to the Directors or Employees dated 15 December 2008. 10. Right of shareholders to object the issue and offer for sale of warrants According to Clause 5(3) of the Notification of the Capital Market Supervisory Board No. Tor. Jor. 32/2551 Re: Offering Newly-issued Shares to the Directors or Employees dated 15 December 2008, this issue and offer for sale of warrants to directors and employees of the Company requires the approval from the shareholders by the vote of not less than three-fourths of the total number of votes held by the shareholders who are presented at the meeting and entitled to vote, provided that no more than 10% of the total number votes held by shareholders who are presented at the meeting and entitled to vote, object the issue and offer for sale of warrants aforesaid. 11. List of independent directors who the shareholders may authorize as the their proxies to attend the meeting and exercise shareholders' right Mr. Phisit Dachanabhirom Warrant holder total 150,000 units ______________________________________________________________________