What is the di�erence between issuingTSR and a rights o�ering?

Bene�ts of TSRs

Better enables �rm to achieve fund-raising target bysetting exercise price of TSR higher than RO price.

Expands shareholder base.

Provides option of either exercising subscriptionrights or selling them.

Enhances liquidity of the company’s securities.

SUBSCRIPTIONRIGHTS : TSR

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A company issues TSRs to all shareholders when it increases capital through a rights o�ering (RO). Shareholders receive TSRs in proportion to their shareholding.

For example, a �rm could give its current shareholders the right to buy 1 new share for every 10 current shares. Thus, any shareholder hold 10 shares now will receive 1 TSR according to the rules that 1 TSR can subscribe for 1 new share.

Transferable subscriptionright: TSR

Basically, when a company announces a capital increase via rights o�ering, existing shareholders can choose to subscribe to the capital increase shares or turn down the o�er. Thus, the company may or may not be able to raise as much funds as desired. However, by issuing TSRs, the �rms seek to overcome the problem, because if shareholders prefer not to subscribe to the capital increase shares, their rights can be transferred to others on the SET.

For theCompany

ForShareholders

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TSR issuers: listed companies

TSR trading on the exchange

Issues for consideration

TSR term must be clearly speci�ed and must not be over 2 months, with a trading period on the exchange of no less than 7 business days and the subscription period of not less than 15 days before the last subscription date.The exercise ratio must be 1 TSR unit per 1 ordinary or preferred share. Companies issuing TSRs must not be in the process of delisting its ordinary shares, resolving such an event, reorganizing its business under bankruptcy laws, or be having its listed securities suspended from sale or purchase due to causes which seriously a�ect the rights and privileges of shareholders.Can o�er TSR within one year starting from when shareholders resolve to increase capital, without having to ask for SEC approval. The process of issuing TSR can be done without a �nancial advisor.Must clearly specify in written how the company will compensate for TSR holders if it is unable to provide su�cient newly-issued shares for TSR holders to fully exercise their rights.Must submit a copy of shareholders’ resolution authorizing capital increase and other supporting documents, along with report on new shares’ sales results to the SEC.SET fees is waived for listing TSRs.

TSR will be traded on the Exchange with the stock symbol of the issuing company followed by “-T#”, e.g. XXX-T1 TSRs are allowed to be traded on the main, odd lot, and big lot boards.The ceiling and �oor prices are in accordance with the exchange’s rules.The exchange will post a “suspend trading”, or SP, sign for TSR for three days prior to the ordinary share subscription and payment date, in order to obtain the name list of TSR holders who are eligible to subscribe to the newly issued shares.

The issuer should clearly specify details about the capital increase, conditions, o�ering price,subscription and payment periods, closing date and board of directors’ resolutions. These steps will ensure that all relevant procedures are conducted on a timely basis, without confusion.

The issuer should provide implementation details in the notice calling the shareholders meet-ing when seeking shareholder approval to issue TSRs, specifying payment methods and that the total scripless trading system will be used.

Since TSRs are valid for two months or less, the company should credit the entire amount of TSR to the scripless system.

Procedures to issue and o�er TSRs

Disclose resolutions immediately or no later than 9:00 am.of the following business day.

Must receive approval to increase capital from at least 3/4of participated shareholders with voting rights.

Issuing and o�ering TSRs do not require permission fromthe SEC*.

Trading on the Exchange is not less than 7 business days

An exercise period of not less than 15 days

Report TSR exercise results to the Exchange (using Form 53-5).

Register the increase in paid-up capital within 14 days

Submit an application to list the shares from the capitalincrease to SET

* Note: The issuer must report TSR and share o�ering results, with supporting documents, to the SEC within 15 days after the end of the subscription period.

O�er to those who were shareholders on the closing dateof share registry.Allocate among existing shareholders in accordance withtheir shareholding proportion.Should o�er under scripless system; their period is nolonger than 2 months.

�

�

�

Report board of directors’ resolutions to SET.

Hold a shareholder meeting.

Issuing and o�ering TSRs

Submit TSR listing to SET

TSR trading period on SET

TSR exercise period

Report of TSR exercise results.

Trade shares from the capital increase on SET

Register capital increase withMinistry of Commerce.

�

�

�

Issues for consideration (continued)A TSRs term starts from the TSR issue date, when the Thailand Securities Depository depositsTSRs into the securities trading accounts of shareholders, and ends on the TSR exercise date.The entire period must not exceed two months.

For successful TSR o�ering and issuance, the �rm should educate and enhance understandingamong shareholders. If not, shareholders may not approve the proposed TSR issuance and o�ering, consequently a�ecting the �rm’s shares price, or the TSR’s price on the exchangemay not re�ect its fundamental value.

The �rm should reach out to shareholders in the scrip system as well. Generally, this shareholdergroup may not closely monitor the �rm’s news, and as such may lose opportunities to trade TSRs or exercise their rights. As a result, the �rm may not be able to raise funds as planned. If the �rm keeps this group well-informed to decision making, there is a higher chance to achieve the company’s target.

“TISCO Financial Group issued TSRs and also paid dividends to the shareholders, allowing shareholders to use such dividends to invest further by subscribing to capital increase shares equivalent to the dividends in terms of value. Those who were unable to subscribe to our capital increase shares could also gain returns from selling their TSRs in the stock market. The company issued TSRs during May-June, 2013. In that period, as high as 99 percent of shareholders subscribed to the capital increase shares. Most shareholders were satis�ed with TSRs and believed that it was an investment alternative with worthwhile returns.Some di�culty occurred during the process, as TSR was not that well-known among investors and slowdown slightly the TSR exercise period as investor were trying to understand TSR procedures and exercise methods, particularly in allotting TSRs for local and foreign shareholders which were traded on the same board. This problem was �nally solved and all procedures completed, with successful recapitalization via TSR.”

Kanathi SunthorpraditCorporate Risk Management Chief

TISCO Financial Group PCL

Related laws / Regulations Public Limited Companies Act, BE 2535 (1992)

Noti�cation of the Securities and Exchange Commission

No. TorChor. 33/2551 Re: Application for and Approval of O�er for Sale of Newly Issued

Shares to Reserve for the Exercise of Transferable Subscription Rights

Noti�cations of the Board of Governors of The Stock Exchange of Thailand:

Bor.Jor./Ror. 05-00 Re: Rules, Conditions and Procedures Governing Listing of

Securities in the Category of Transferable Subscription Rights

Bor.Jor./Ror. 05-01 Re: Schedule of Fees for the Capital Increase to Support

the Exercise of Rights under Transferable Subscription Rights (No.1), 1999

62 The Stock Exchange of Thailand Building Ratchadapisek road, Klongtoey, Bangkok 10110 2014, January

What is the di�erence between issuingTSR and a rights o�ering?

Bene�ts of TSRs

Better enables �rm to achieve fund-raising target bysetting exercise price of TSR higher than RO price.

Expands shareholder base.

Provides option of either exercising subscriptionrights or selling them.

Enhances liquidity of the company’s securities.

SUBSCRIPTIONRIGHTS : TSR

�

�

�

�

A company issues TSRs to all shareholders when it increases capital through a rights o�ering (RO). Shareholders receive TSRs in proportion to their shareholding.

For example, a �rm could give its current shareholders the right to buy 1 new share for every 10 current shares. Thus, any shareholder hold 10 shares now will receive 1 TSR according to the rules that 1 TSR can subscribe for 1 new share.

Transferable subscriptionright: TSR

Basically, when a company announces a capital increase via rights o�ering, existing shareholders can choose to subscribe to the capital increase shares or turn down the o�er. Thus, the company may or may not be able to raise as much funds as desired. However, by issuing TSRs, the �rms seek to overcome the problem, because if shareholders prefer not to subscribe to the capital increase shares, their rights can be transferred to others on the SET.

For theCompany

ForShareholders

�

� �

�

�

�

�

�

� � �

�

�

�

TSR issuers: listed companies

TSR trading on the exchange

Issues for consideration

TSR term must be clearly speci�ed and must not be over 2 months, with a trading period on the exchange of no less than 7 business days and the subscription period of not less than 15 days before the last subscription date.The exercise ratio must be 1 TSR unit per 1 ordinary or preferred share. Companies issuing TSRs must not be in the process of delisting its ordinary shares, resolving such an event, reorganizing its business under bankruptcy laws, or be having its listed securities suspended from sale or purchase due to causes which seriously a�ect the rights and privileges of shareholders.Can o�er TSR within one year starting from when shareholders resolve to increase capital, without having to ask for SEC approval. The process of issuing TSR can be done without a �nancial advisor.Must clearly specify in written how the company will compensate for TSR holders if it is unable to provide su�cient newly-issued shares for TSR holders to fully exercise their rights.Must submit a copy of shareholders’ resolution authorizing capital increase and other supporting documents, along with report on new shares’ sales results to the SEC.SET fees is waived for listing TSRs.

TSR will be traded on the Exchange with the stock symbol of the issuing company followed by “-T#”, e.g. XXX-T1 TSRs are allowed to be traded on the main, odd lot, and big lot boards.The ceiling and �oor prices are in accordance with the exchange’s rules.The exchange will post a “suspend trading”, or SP, sign for TSR for three days prior to the ordinary share subscription and payment date, in order to obtain the name list of TSR holders who are eligible to subscribe to the newly issued shares.

The issuer should clearly specify details about the capital increase, conditions, o�ering price,subscription and payment periods, closing date and board of directors’ resolutions. These steps will ensure that all relevant procedures are conducted on a timely basis, without confusion.

The issuer should provide implementation details in the notice calling the shareholders meet-ing when seeking shareholder approval to issue TSRs, specifying payment methods and that the total scripless trading system will be used.

Since TSRs are valid for two months or less, the company should credit the entire amount of TSR to the scripless system.

Procedures to issue and o�er TSRs

Disclose resolutions immediately or no later than 9:00 am.of the following business day.

Must receive approval to increase capital from at least 3/4of participated shareholders with voting rights.

Issuing and o�ering TSRs do not require permission fromthe SEC*.

Trading on the Exchange is not less than 7 business days

An exercise period of not less than 15 days

Report TSR exercise results to the Exchange (using Form 53-5).

Register the increase in paid-up capital within 14 days

Submit an application to list the shares from the capitalincrease to SET

* Note: The issuer must report TSR and share o�ering results, with supporting documents, to the SEC within 15 days after the end of the subscription period.

O�er to those who were shareholders on the closing dateof share registry.Allocate among existing shareholders in accordance withtheir shareholding proportion.Should o�er under scripless system; their period is nolonger than 2 months.

�

�

�

Report board of directors’ resolutions to SET.

Hold a shareholder meeting.

Issuing and o�ering TSRs

Submit TSR listing to SET

TSR trading period on SET

TSR exercise period

Report of TSR exercise results.

Trade shares from the capital increase on SET

Register capital increase withMinistry of Commerce.

�

�

�

Issues for consideration (continued)A TSRs term starts from the TSR issue date, when the Thailand Securities Depository depositsTSRs into the securities trading accounts of shareholders, and ends on the TSR exercise date.The entire period must not exceed two months.

For successful TSR o�ering and issuance, the �rm should educate and enhance understandingamong shareholders. If not, shareholders may not approve the proposed TSR issuance and o�ering, consequently a�ecting the �rm’s shares price, or the TSR’s price on the exchangemay not re�ect its fundamental value.

The �rm should reach out to shareholders in the scrip system as well. Generally, this shareholdergroup may not closely monitor the �rm’s news, and as such may lose opportunities to trade TSRs or exercise their rights. As a result, the �rm may not be able to raise funds as planned. If the �rm keeps this group well-informed to decision making, there is a higher chance to achieve the company’s target.

“TISCO Financial Group issued TSRs and also paid dividends to the shareholders, allowing shareholders to use such dividends to invest further by subscribing to capital increase shares equivalent to the dividends in terms of value. Those who were unable to subscribe to our capital increase shares could also gain returns from selling their TSRs in the stock market. The company issued TSRs during May-June, 2013 In that period, as high as 99 percent of shareholders subscribed to the capital increase shares. Most shareholders were satis�ed with TSRs and believed that it was an investment alternative with worthwhile returns.Some di�culty occurred during the process, as TSR was not that well-known among investors and slowdown slightly the TSR exercise period as investor were trying to understand TSR procedures and exercise methods, particularly in allotting TSRs for local and foreign shareholders which were traded on the same board. This problem was �nally solved and all procedures completed, with successful recapitalization via TSR.”

Kanathi SunthorpraditCorporate Risk Management Chief

TISCO Financial Group PCL

Related laws / Regulations Public Limited Companies Act, BE 2535 (1992)

Noti�cation of the Securities and Exchange Commission

No. TorChor. 33/2551 Re: Application for and Approval of O�er for Sale of Newly Issued

Shares to Reserve for the Exercise of Transferable Subscription Rights

Noti�cations of the Board of Governors of The Stock Exchange of Thailand:

Bor.Jor./Ror. 05-00 Re: Rules, Conditions and Procedures Governing Listing of

Securities in the Category of Transferable Subscription Rights

Bor.Jor./Ror. 05-01 Re: Schedule of Fees for the Capital Increase to Support

the Exercise of Rights under Transferable Subscription Rights (No.1), 1999

62 The Stock Exchange of Thailand Building Ratchadapisek road, Klongtoey, Bangkok 10110 2014, January

What is the di�erence between issuingTSR and a rights o�ering?

Bene�ts of TSRs

Better enables �rm to achieve fund-raising target bysetting exercise price of TSR higher than RO price.

Expands shareholder base.

Provides option of either exercising subscriptionrights or selling them.

Enhances liquidity of the company’s securities.

SUBSCRIPTIONRIGHTS : TSR

�

�

�

�

A company issues TSRs to all shareholders when it increases capital through a rights o�ering (RO). Shareholders receive TSRs in proportion to their shareholding.

For example, a �rm could give its current shareholders the right to buy 1 new share for every 10 current shares. Thus, any shareholder hold 10 shares now will receive 1 TSR according to the rules that 1 TSR can subscribe for 1 new share.

Transferable subscriptionright: TSR

Basically, when a company announces a capital increase via rights o�ering, existing shareholders can choose to subscribe to the capital increase shares or turn down the o�er. Thus, the company may or may not be able to raise as much funds as desired. However, by issuing TSRs, the �rms seek to overcome the problem, because if shareholders prefer not to subscribe to the capital increase shares, their rights can be transferred to others on the SET.

For theCompany

ForShareholders

�

� �

�

�

�

�

�

� � �

�

�

�

TSR issuers: listed companies

TSR trading on the exchange

Issues for consideration

TSR term must be clearly speci�ed and must not be over 2 months, with a trading period on the exchange of no less than 7 business days and the subscription period of not less than 15 days before the last subscription date.The exercise ratio must be 1 TSR unit per 1 ordinary or preferred share. Companies issuing TSRs must not be in the process of delisting its ordinary shares, resolving such an event, reorganizing its business under bankruptcy laws, or be having its listed securities suspended from sale or purchase due to causes which seriously a�ect the rights and privileges of shareholders.Can o�er TSR within one year starting from when shareholders resolve to increase capital, without having to ask for SEC approval. The process of issuing TSR can be done without a �nancial advisor.Must clearly specify in written how the company will compensate for TSR holders if it is unable to provide su�cient newly-issued shares for TSR holders to fully exercise their rights.Must submit a copy of shareholders’ resolution authorizing capital increase and other supporting documents, along with report on new shares’ sales results to the SEC.SET fees waived for listing TSRs.

TSR will be traded on the Exchange with the stock symbol of the issuing company followed by “-T#”, e.g. XXX-T1 TSRs are allowed to be traded on the main, odd lot, and big lot boards.The ceiling and �oor prices are in accordance with the exchange’s rules.The exchange will post a “suspend trading”, or SP, sign for TSR for three days prior to the ordinary share subscription and payment date, in order to obtain the name list of TSR holders who are eligible to subscribe to the newly issued shares.

The issuer Should clearly specify details about the capital increase, conditions, o�ering price,subscription and payment periods, closing date and board of directors’ resolutions. These steps will ensure that all relevant procedures are conducted on a timely basis, without confusion.

The issuer Should provide implementation details in notice calling the shareholders meeting when seeking shareholder approval to issue TSRs, specifying payment methods and that the total scripless trading system will be used.

Since TSRs are valid for two months or less, the company should credit the entire amount of TSR to the scripless system.

Procedures to issue and o�er TSRs

Disclose resolutions immediately or no later than 9:00 am.of the following business day.

Must receive approval to increase capital from at least 3/4of participated shareholders with voting rights.

Issuing and o�ering TSRs do not require permission fromthe SEC*.

Trading on the Exchange is not less than 7 business days

An exercise period of not less than 15 days

Report TSR exercise results to the Exchange (using Form 53-5).

Register the increase in paid-up capital within 14 days

Submit an application to list the shares from the capitalincrease to SET

* Note: The issuer must report TSR and share o�ering results, with supporting documents, to the SEC within 15 days after the end of the subscription period.

O�er to those who were shareholders on the closing dateof share registry.Allocate among existing shareholders in accordance withtheir shareholding proportion.Should o�er under scripless system; their period is nolonger than 2 months.

�

�

�

Report board of directors’ resolutions to SET.

Hold a shareholder meeting.

Issuing and o�ering TSRs

Submit TSR listing to SET

TSR trading period on SET

TSR exercise period

Report of TSR exercise results.

Trade shares from the capital increase on SET

Register capital increase withMinistry of Commerce.

�

�

�

Issues for consideration (continued)A TSRs term starts from the TSR issue date, when the Thailand Securities Depository depositsTSRs into the securities trading accounts of shareholders, and ends on the TSR exercise date.The entire period must not exceed two months.

For successful TSR o�ering and issuance, the �rm should educate and enhance understandingamong shareholders. If not, shareholders may not approve the proposed TSR issuance and o�ering, consequently a�ecting the �rm’s shares price, or the TSR’s price on the exchangemay not re�ect its fundamental value.

The �rm should reach out to shareholders in the scrip system as well. Generally, this shareholdergroup may not closely monitor the �rm’s news, and as such may lose opportunities to trade TSRs or exercise their rights. As a result, the �rm may not be able to raise funds as planned. If the �rm keeps this group well-informed to decision making, there is a higher chance to achieve the company’s target.

“TISCO Financial Group issued TSRs and also paid dividends to the shareholders, allowing shareholders to use such dividends to invest further by subscribing to capital increase shares equivalent to the dividends in terms of value. Those who were unable to subscribe to our capital increase shares could also gain returns from selling their TSRs in the stock market. The company issued TSRs during May-June, 2013 In that period, as high as 99 percent of shareholders subscribed to the capital increase shares. Most shareholders were satis�ed with TSRs and believed that it was an investment alternative with worthwhile returns.Some di�culty occurred during the process, as TSR was not that well-known among investors. and slowdown slightly the TSR exercise period as investor were trying to understand TSR procedures and exercise methods, particularly in allotting TSRs for local and foreign shareholders which were traded on the same board. This problem was �nally solved and all procedures completed, with successful recapitalization via TSR.”

Kanathi SunthorpraditCorporate Risk Management Chief

TISCO Financial Group PCL

Related laws / Regulations Public Limited Companies Act, BE 2535 (1992)

Noti�cation of the Securities and Exchange Commission

No. TorChor. 33/2551 Re: Application for and Approval of O�er for Sale of Newly Issued

Shares to Reserve for the Exercise of Transferable Subscription Rights

Noti�cations of the Board of Governors of The Stock Exchange of Thailand:

Bor.Jor./Ror. 05-00 Re: Rules, Conditions and Procedures Governing Listing of

Securities in the Category of Transferable Subscription Rights

Bor.Jor./Ror. 05-01 Re: Schedule of Fees for the Capital Increase to Support

the Exercise of Rights under Transferable Subscription Rights (No.1), 1999

62 The Stock Exchange of Thailand Building Ratchadapisek road, Klongtoey, Bangkok 10110 2014, January

What is the di�erence between issuingTSR and a rights o�ering?

Bene�ts of TSRs

Better enables �rm to achieve fund-raising target bysetting exercise price of TSR higher than RO price.

Expands shareholder base.

Provides option of either exercising subscriptionrights or selling them.

Enhances liquidity of the company’s securities.

SUBSCRIPTIONRIGHTS : TSR

�

�

�

�

A company issues TSRs to all shareholders when it increases capital through a rights o�ering (RO). Shareholders receive TSRs in proportion to their shareholding.

For example, a �rm could give its current shareholders the right to buy 1 new share for every 10 current shares. Thus, any shareholder hold 10 shares now will receive 1 TSR according to the rules that 1 TSR can subscribe for 1 new share.

Transferable subscriptionright: TSR

Basically, when a company announces a capital increase via rights o�ering, existing shareholders can choose to subscribe to the capital increase shares or turn down the o�er. Thus, the company may or may not be able to raise as much funds as desired. However, by issuing TSRs, the �rms seek to overcome the problem, because if shareholders prefer not to subscribe to the capital increase shares, their rights can be transferred to others on the SET.

For theCompany

ForShareholders

�

� �

�

�

�

�

�

� � �

�

�

�

TSR issuers: listed companies

TSR trading on the exchange

Issues for consideration

TSR term must be clearly speci�ed and must not be over 2 months, with a trading period on the exchange of no less than 7 business days and the subscription period of not less than 15 days before the last subscription date.The exercise ratio must be 1 TSR unit per 1 ordinary or preferred share. Companies issuing TSRs must not be in the process of delisting its ordinary shares, resolving such an event, reorganizing its business under bankruptcy laws, or be having its listed securities suspended from sale or purchase due to causes which seriously a�ect the rights and privileges of shareholders.Can o�er TSR within one year starting from when shareholders resolve to increase capital, without having to ask for SEC approval. The process of issuing TSR can be done without a �nancial advisor.Must clearly specify in written how the company will compensate for TSR holders if it is unable to provide su�cient newly-issued shares for TSR holders to fully exercise their rights.Must submit a copy of shareholders’ resolution authorizing capital increase and other supporting documents, along with report on new shares’ sales results to the SEC.SET fees is waived for listing TSRs.

TSR will be traded on the Exchange with the stock symbol of the issuing company followed by “-T#”, e.g. XXX-T1 TSRs are allowed to be traded on the main, odd lot, and big lot boards.The ceiling and �oor prices are in accordance with the exchange’s rules.The exchange will post a “suspend trading”, or SP, sign for TSR for three days prior to the ordinary share subscription and payment date, in order to obtain the name list of TSR holders who are eligible to subscribe to the newly issued shares.

The issuer should clearly specify details about the capital increase, conditions, o�ering price,subscription and payment periods, closing date and board of directors’ resolutions. These steps will ensure that all relevant procedures are conducted on a timely basis, without confusion.

The issuer should provide implementation details in the notice calling the shareholders meet-ing when seeking shareholder approval to issue TSRs, specifying payment methods and that the total scripless trading system will be used.

Since TSRs are valid for two months or less, the company should credit the entire amount of TSR to the scripless system.

Procedures to issue and o�er TSRs

Disclose resolutions immediately or no later than 9:00 am.of the following business day.

Must receive approval to increase capital from at least 3/4of participated shareholders with voting rights.

Issuing and o�ering TSRs do not require permission fromthe SEC*.

Trading on the Exchange is not less than 7 business days

An exercise period of not less than 15 days

Report TSR exercise results to the Exchange (using Form 53-5).

Register the increase in paid-up capital within 14 days

Submit an application to list the shares from the capitalincrease to SET

* Note: The issuer must report TSR and share o�ering results, with supporting documents, to the SEC within 15 days after the end of the subscription period.

O�er to those who were shareholders on the closing dateof share registry.Allocate among existing shareholders in accordance withtheir shareholding proportion.Should o�er under scripless system; their period is nolonger than 2 months.

�

�

�

Report board of directors’ resolutions to SET.

Hold a shareholder meeting.

Issuing and o�ering TSRs

Submit TSR listing to SET

TSR trading period on SET

TSR exercise period

Report of TSR exercise results.

Trade shares from the capital increase on SET

Register capital increase withMinistry of Commerce.

�

�

�

Issues for consideration (continued)A TSRs term starts from the TSR issue date, when the Thailand Securities Depository depositsTSRs into the securities trading accounts of shareholders, and ends on the TSR exercise date.The entire period must not exceed two months.

For successful TSR o�ering and issuance, the �rm should educate and enhance understandingamong shareholders. If not, shareholders may not approve the proposed TSR issuance and o�ering, consequently a�ecting the �rm’s shares price, or the TSR’s price on the exchangemay not re�ect its fundamental value.

The �rm should reach out to shareholders in the scrip system as well. Generally, this shareholdergroup may not closely monitor the �rm’s news, and as such may lose opportunities to trade TSRs or exercise their rights. As a result, the �rm may not be able to raise funds as planned. If the �rm keeps this group well-informed to decision making, there is a higher chance to achieve the company’s target.

“TISCO Financial Group issued TSRs and also paid dividends to the shareholders, allowing shareholders to use such dividends to invest further by subscribing to capital increase shares equivalent to the dividends in terms of value. Those who were unable to subscribe to our capital increase shares could also gain returns from selling their TSRs in the stock market. The company issued TSRs during May-June, 2013. In that period, as high as 99 percent of shareholders subscribed to the capital increase shares. Most shareholders were satis�ed with TSRs and believed that it was an investment alternative with worthwhile returns.Some di�culty occurred during the process, as TSR was not that well-known among investors and slowdown slightly the TSR exercise period as investor were trying to understand TSR procedures and exercise methods, particularly in allotting TSRs for local and foreign shareholders which were traded on the same board. This problem was �nally solved and all procedures completed, with successful recapitalization via TSR.”

Kanathi SunthorpraditCorporate Risk Management Chief

TISCO Financial Group PCL

Related laws / Regulations Public Limited Companies Act, BE 2535 (1992)

Noti�cation of the Securities and Exchange Commission

No. TorChor. 33/2551 Re: Application for and Approval of O�er for Sale of Newly Issued

Shares to Reserve for the Exercise of Transferable Subscription Rights

Noti�cations of the Board of Governors of The Stock Exchange of Thailand:

Bor.Jor./Ror. 05-00 Re: Rules, Conditions and Procedures Governing Listing of

Securities in the Category of Transferable Subscription Rights

Bor.Jor./Ror. 05-01 Re: Schedule of Fees for the Capital Increase to Support

the Exercise of Rights under Transferable Subscription Rights (No.1), 1999

62 The Stock Exchange of Thailand Building Ratchadapisek road, Klongtoey, Bangkok 10110 2014, January