Tender Offer to Purchase Securities

Of

Millennium Steel Public Company Limited

by

Tender Offerors

TATA STEEL LIMITED

NatSteel Asia Pte Ltd

Tender Offer Preparer and Tender Offer Agent Phatra Securities Public Company Limited

TABLE OF CONTENTS

Part 1 Significant Elements of the Tender Offer 1 Part 2 Details of the Offerors 4 1. Details of the Offerors 4 2. Details of the Financial Advisor 7 3. Details of Other Advisor 7 4. Relationship between Offerors, and the Company, Major Shareholders or Directors of the Company 7 5. Other Relevant Information for The Securities Holders’ Decision Making 9 Part 3 Details of the Company 11 1. Company Profile 11 2. Business Plan after the Business Takeover 13 Part 4 Additional Details of the Tender Offer 14 1. Tender Offer Acceptance Procedure 14 2. Procedure Purchase 15 3. Settlement and Payment Procedures 15 4. Rights of Securities Holders Who Have Expressed Their Intention to Tender their Securities 16 5. Conditions for Revocation of the Intention to Tender Shares 16 6. Determination of the Offer Price 17 Part 5 Certification of Information 18 Form 247-4

TO: All Shareholders of Millennium Steel Public Company Limited

We, LIMITED (“TATA STEEL”) and NatSteel Asia Pte Ltd (“NSA”) together as the “Offerors”, hereby offer to purchase all ordinary shares of Millennium Steel Public Company Limited (“MS” or the “Company”) in accordance with the terms and conditions set out below (the “Offer”) Part 1 Significant Elements of the Tender Offer

1. Date of submission of the tender offer

February 24, 2006

2. Name of the Offerors

TATA STEEL LIMITED and NatSteel Asia Pte Ltd, a wholly-owned subsidiary of TATA STEEL LIMITED

(TATA STEEL holds 100% of total paid up capital in NSA. Moreover, TATA STEEL and NSA are the same persons under section 246 and 247 of Securities and Exchange Commission (“SEC”) in this tender offer)

3. Name of the Financial Advisor for the tender offer Phatra Securities Public Company Limited

4. Objectives of the tender offer

4.1 The Offerors foresee the potential growth of Thailand’s steel industry. Thus, the Offerors are interested in investing in the steel business through shares acquisition of MS. From the investment in MS, the Offerors would like to be part of the management. Therefore, the Offerors intend to make a voluntary tender offer for all shares of the Company.

4.2 To fulfill conditional binding offer that TATA STEEL proposed to the Company on December 15, 2005. On February 21, 2006, Board of directors of MS acknowledged that all conditions in the binding offer had been fulfilled. The conditions are as follows:

4.2.1 The shareholders of the Company have adopted a valid and legally binding resolution to issue and offer 2,104,543,058 new chares of the Company (24.99% of the paid up capital inclusive of this new shares) to TATA STEEL on a private placement basis at a price of Baht 1.15 per share.

4.2.2 The financial creditors of the Company shall have provided a waiver or consent to the transactions as contemplated herein.

4.2.3 The articles of association of the Company and its three subsidiaries; Siam Iron and Steel (2001) company limited, Siam Construction and Steel company limited and N.T.S. Steel Group public company limited, shall have been amended and registered with the ministry of commerce to remove any foreign shareholding restriction.

4.2.4 The exemption and/or privileges granted by the BOI to the Company and the relevant group member shall have been confirmed by the BOI such that the exemption and/or privileges granted to the Company and the relevant group member shall continue and shall not be affected by the consummation of the transactions.

4.2.5 The execution of the certain agreements between the Company and/or the group member and the Company’s major shareholders such that upon the completion of the tender offer to be carried out by Offerors, the Company and group member can continue their business and operations as currently conducted.

4.2.6 Cementhai Holding Company (“CHC”) has sent out the disclosure letter to release information of the Company that is acceptable by TATA STEEL. 4.3 To comply with the regulatory conditions set forth in the Notification of the SEC No.GorJor 53/2545 on the Rules, Condition, and Procedures for Acquisition of Securities for Business Takeover, dated 18 November 2002. 4.4 Upon closing of tender offer period, the Offerors have no intention to delist shares of the Company from the Stock Exchange of Thailand (SET) within the next 12 months except in the case that the Company does not meet the requirement of the SET and SET requires the Company to delist or Board of directors of MS approve on delisting MS’s shares from SET.

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5. Type and class of the securities offered to purchase 5.1 5,664,056,515 common shares representing 100.0 percent of total common share and 89.7 percent of total voting rights of the Company. 5.2 652,941,275 common shares, which result from the conversion of preferred shares, representing 100.0 percent of total preferred share and 10.3 percent of total voting rights of the Company. Note: Conversion of preferred shares to common shares must only be done via MS. The conversion process takes approximately 10 working days. Thus, the last day to submit conversion form and supporting documents to MS is on March 17, 2006. This tender offer does not include • MS-Warrant 1 (MS-W1) which has an exercise price of 2.10 Baht and conversion ratio of 1 unit of MS-W1 for 1 common share (1:1). As of December 31, 2005, the units outstanding of MS-W1 are 1,083,275,200 units. • MS-Warrant 2 (MS-W2) which has an exercise price of 6.114 Baht and conversion ratio of 1 unit of MS-W2 for 1 common share (1:1). As of December 31, 2005, the units outstanding of MS-W2 are 1,520,763,525 units.

6. Offer Price The tender offer price is Baht 1.15 (One Baht and fifteen Satang) per share. Shareholders accepting this Offer (a “Seller” or “Offeree”) will incur a commission of 0.25 percent of the offer price plus 7 percent of Value Added Tax (VAT) on such commission to the Tender Offer Agent. Thus, the net proceed to Offerees is Baht 1.14692375 (One Baht and one four six nine two three seven five Satang) per share. Such offer price is: ( × ) the final offer which will not be changed (subject to the conditions specified in section 8 below) ( _ ) not the final offer and the Offerors may change the offer price Under the Revenue Code, unless exempted by an applicable tax treaty, capital gains realized by non-resident corporate holders from the sale of shares will be subject to a 15% withholding tax in Thailand. Withholding tax is calculated on the capital gains (the difference between the tender offer price and the cost basis). The Offeree must declare the cost basis to the Tender Offer Agent by completing a Confirmation of Securities Cost Form attached in Appendix 10. If the Offeree fails to declare the cost basis and to submit proper evidence of the cost basis, the Tender Offer Agent will determine the withholding tax based on the entire proceeds of the sale of the shares and deduct taxes accordingly. Note: Thai Juristic Person is responsible for withholding 3% withholding tax on the commission fee and must issue Withholding Tax Certificate to the Tender Offer Agent, which is Phatra Securities Public Company Limited.

7. Offer Period The tender offer period will be a total of 25 (twenty-five) business days from February 27, 2006 to March 31, 2006, both days inclusive during the hours of 8.30 a.m. to 4.30 p.m. Such tender offer period is: ( × ) the final period which will not be extended (subject to the conditions specified in section 8 below) ( _ ) not the final period and the Offerors may extend the period

8. Conditions for changes in the tender offer ( _ ) no condition ( × ) conditions of change in the tender offer are as follows: ( × ) the Offerors may reduce the offer price and/or extend the tender offer period if any event or action having a material adverse effect on the Company’s status or assets occurs during the tender offer period. ( × ) the Offerors may change the offer and/or extend the tender offer period to compete with another person if that person has submitted a tender offer for securities of the Company during the tender offer period.

9. Conditions for cancellation of the tender offer The Offerors may cancel the tender offer of the Company upon the occurrence of one or more of the following events: 9.1 At the end of the tender offer period, if the Offerors cannot acquire upto 51.0% of the total shares of the Company after the capital increased amount of 2,104,543,058 shares which was a resolution from the Extraordinary General Meeting on February 16, 2006. The capital increase process is expected to finish by March 28, 2006, which is 3 days prior to the completion of the tender offer period, or

2 Form 247-4

9.2 any event or action occurring after the submission of the tender offer to the SEC but before the end of the tender offer period, which has or may have a material adverse effect on the Company’s status, assets or business, where such events or actions do not result from acts of the Offerors or any act for which the Offerors are responsible, or 9.3 the Company takes any action after the submission of the tender offer to the SEC but before the end of the tender offer period, which results in a significant decrease in the value of the Company’s shares.

10. The offer period that shareholders can revoke their tendered shares The Offeree can revoke their tendered shares during the hours of 8.30 a.m. to 4.30 p.m. on business days during the period from February 27, 2006 to March 24, 2006, both days inclusive (20 business days from the commencement date of the tender offer period).

11. Allocation of the purchased amount in case where the amount tendered is more or less than the amount offered to purchase The Offerors offer to purchase all shares of the Company.

12. Source of funds to finance the tender offer If all shareholders accept the offer, the Offerors will require a total amount of Baht 7,264,547,459 to acquire all the shares, which are 6,316,997,790 shares. TATA STEEL will use the internal cash and liquid financial investment, which it has in excess of USD 400 million as of January 31, 2006 (equivalent to approximately Baht 15,744.0 million at an exchange rate of USD 1 to Baht 39.36), to fund the transaction for both itself and NSA. TATA STEEL has sent an irrevocable letter of confirmation of funds availability (Appendix 1) to confirm its commitment to the tender offer and to ensure successful execution. Financial information of TATA STEEL and NSA are included in Appendix 2 and 3 respectively. Phatra Securities Public Company Limited, in the capacity of Tender Offer Preparer, has reviewed the TATA STEEL’s source of funds and cross checked with its audited 2005 financial statements ending March 31, 2005, and considered that TATA STEEL has sufficient funds for the purpose of the tender offer.

13. Name of the Tender Offer Agent Name Phatra Securities Public Company Limited Equity and Debt Operations Department c/o Rungrat Sriniratsai Jareug Kumpeerakit Orachorn Chanapokakul Address Fl. 11,Muang Thai-Phatra Office Tower 1 252/6 Ratchadaphisek Rd. Huaykwang Bangkok 10310 Thailand Telephone 66-2305-9000 ext. 9379, 9390, 9345 Fax 66-2275-2282 Settlement Date April 5, 2006

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Part 2 Details of the Offerors

1. Details of the Offerors 1.1. General Information Name TATA STEEL LIMITED Address 24 Homi Mody Street Fort Mumbai 400 001, India Telephone (+91) 22 5665 8282 Facsimile (+91) 22 5665 8119 Registration 11-260

Name NatSteel Asia Pte Ltd Address 22 Tanjong Kling Road, Singapore 628048 Telephone (+65) 6265 1233 Facsimile (+65) 6265 8317 Registration 200404147Z 1.2. Business Information and other details 1.2.1. Nature of business operation TATA STEEL TATA STEEL is the Asia's first and India's largest integrated private sector steel company. Its products include hot and cold rolled coils and sheets, galvanized sheets, tubes, wire rods, construction re-bars, rings and bearings. TATA STEEL’s headquarters are located in India. For the fiscal year ended 31 March 2005, TATA STEEL reported sales of INR 175,969.6 million (Baht 168,737.2 million), an increase of 40.6% over the corresponding period in the previous year. This was mainly due to enrichment in product mix, higher sale of branded products apart from further increase in price and demand for steel in the world market. Net profit from ordinary activities after tax increased in 2004/05 to INR 36,032.6 million (Baht 34,551.7 million) from INR 17,887.8 million (Baht 17,152.6 million) in the prior year with EBITDA increasing to INR 63,838.0 million (Baht 61,214.3 million) from INR 36,951.3 million (Baht 35,432.6million) in the prior year. With a current credit rating of BBB/stable from Standard & Poor’s, TATA STEEL has combined total assets of INR 177,033.1 million (Baht 169,757.0 million) as of 31 March 2005, of which cash on hand and cash- equivalent amounted to INR 20,093.5 million (Baht 19,267.7 million). Total liabilities were INR 102,726.3 million (Baht 98,504.2 million) while gross short term debt stood at INR 325.3 million (Baht 311.9 million). The book equity value of TATA STEEL as of 31 March 2005 is INR 72,124.4 million (Baht 69,160.1 million) and the market value of its equity is INR 216,684.6 million (Baht 207,778.9 million), as on February 16, 2006. The official exchange rate (as found in Bank of Thailand’s website, www.bot.or.th) as of 15 February 2006 for INR is 0.9589 Baht/INR. NSA NSA, a wholly-owned subsidiary of TATA STEEL, is one of the top steel providers in the Asia Pacific. NSA was incorporated on April 6, 2004. Its facilities operate in 7 countries including Thailand, China, Singapore, Vietnam, Malaysia, Philippines, and Australia. NSA’s headquarters are located in Singapore For the nine months ended December 31, 2005, NSA reported sales of SGD 1,137.8 million (Baht 27,675.4 million). Tata Steel purchased NSA’s steel businesses in Feb 2005. Sales of SGD 205.3 million (Baht 4,993.6 million) was for the period from February 16, 2005 to March 31, 2005. Net profit from ordinary activities after tax for the nine months ended December 31, 2005 was SGD 32.7 million (Baht 795.4 million). NSA recorded a profit of SGD 5.8 million (Baht 141.1 million) for the period from February 16, 2005 to March 31, 2005. The official exchange rate (as found in Bank of Thailand’s website, www.bot.or.th) as of 15 February 2006 for SGD is 24.3236 Baht/SGD. Financial information of TATA STEEL and NSA are included in Appendix 2 and 3 respectively.

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1.2.2. Registered capital and paid-up capital TATA STEEL Registered/Authorized share capital: INR 8,500.0 million (Baht 8,150.7 million) Paid-up share capital: INR 5,536.7 million (Baht 5,309.1 million) NSA Registered and Paid-up share capital: SGD 152.0 million (Baht 3,697.2 million)

1.2.3. List of the Offerors’ major shareholders TATA STEEL’s major shareholders as of December 31, 2005 Name No. of Shares % of Total Capital % of Voting Rights Limited 110,393,040 19.95% 19.95% Life Insurance Corporation of India 68,486,872 12.37% 12.37% Limited 25,806,729 4.66% 4.66% HSBC Global Investment Company 17,550,000 3.17% 3.17% Limited A/c General Sub Fund Genesis Indian Investment Company 11,191,500 2.02% 2.02% Limited A/c General Sub Fund Janus Overseas Fund 10,737,826 1.94% 1.94% The Company 10,566,937 1.91% 1.91% Limited Janus Contrarian Fund 7,437,463 1.34% 1.34% National Insurance Company Limited 7,353,450 1.33% 1.33% The Oriental Insurance Company Limited 6,711,467 1.21% 1.21%

NSA’s major shareholders as of December 31, 2005 Name No. of Shares % of Total Capital % of Voting Rights TATA STEEL LIMITED 152,000,000 100.0% 100.0%

1.2.4. Board of Directors of TATA STEEL as of December 31, 2005 Name Title Mr. Ratan Chairman Mr. Keshub Mahindra Director Mr. Nusli Neville Wadia Director Mr. Sam M Palia Director Mr. Pratap Kishan Kaul Director Mr. Suresh Director Mr. Kumar Mangalam Birla Director Mr. Director Dr. Jamshed Jiji Irani Director Mr. B Jitender Director Mr. B. Muthuraman Managing Director Dr. T. Mukherjee Deputy Managing Director – Steel Mr. Arun Narayan Singh Deputy Managing Director – Corporate Services Board of Directors of NSA as of December 31, 2005

Name Title Mr. B. Muthuraman Chairman Dr. T. Mukherjee Director Mr. K. Chatterjee Director Mr. Oo Soon Hee Director Mr. U.K. Chaturvedi Alternate Director to Mr. T. Mukherjee

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1.2.5. Summary of financial information and results of operations of TATA STEEL as of March 31, 2003, 2004 and 2005 Units in INR Million, except per share amounts FY 2003 FY2004 FY 2005 Total assets 127,601 135,244 177,033 Total liabilities 94,347 88,190 102,726 Shareholders’ Equity 33,254 47,053 74,307 Total revenues 102,765 125,152 175,970 Total expenses 87,635 95,901 120,568 Net profits 10,307 17,888 36,033 Dividend per share 8.0 10.0 13.0 Book value per share 90.0 123.5 130.1

Note: - The fiscal year end of TATA STEEL’s financial statement is March and total revenues and total expenses excluded exceptional items. - The latest financial statements of TATA STEEL are attached in Appendix 2. - The official exchange rate (as found in Bank of Thailand’s website, www.bot.or.th) as of February 15, 2006 for INR is 0.9589INR/Baht.

Summary of financial information and results of operations of NSA NSA was established on April 6, 2004. The company was incorporated as an investment holding company. The steel business of NatSteel Ltd was carved out and transferred to NSA. This process of transfer to NSA was carried out till February 15, 2005. The process was completed and NSA became a wholly-owned subsidiary of TATA STEEL effective from February 16, 2005. In order to keep the same fiscal year as TATA STEEL, the consolidated financial statements and fiscal year closing of NSA is in March. The latest consolidated financials for nine months ended December 31, 2005 are shown below.

Units in Singapore Dollar Thousand, except per share amounts Period from Apr 6, Period from Jan 1, Period from Feb 16, Period from Apr 1, 2004 to Dec 31, 2004 2005 to Feb 15, 2005 2005 to Mar 31, 2005 2005 to Dec 31, 2005 (Company level) (Consolidated) (Consolidated) ( Consolidated) Total assets 131,995 786,982 751,971 703,671 Total liabilities 129,696 707,161 680,117 501,882 Shareholders’ Equity 2,299 79,821 71,854 201,789 Registered capital 2,000 52,000 52,000 152,000 Total revenues 380 184,462 205,305 1,137,786 Total expenses 5 178,276 197,990 1,099,550 Net profits 299 5,581 5,822 32,687 Dividend per share - - - - Book value per share 1.15 1.54 1.38 1.33 Note: - The company-level financial statements of NSA for the period Apr 1, 2004 to Dec 31, 2004 are attached in Appendix 3. - The official exchange rate (as found in Bank of Thailand’s website, www.bot.or.th) as of February 15, 2006 for SGD is 24.3236 Baht/SGD. 1.2.6. Summary of contingent liabilities in material aspect TATA STEEL is in compliance with all legal requirements of the jurisdictions it operates in and hence, there are no material legal cases which can affect the tender offer. Further, there are no material contingent liabilities or litigations with respect to NSA, which can affect the tender offer. 1.2.7. Criminal record TATA STEEL is in compliance with all legal requirements of the jurisdictions it operates in and hence, there are no material legal cases which can affect the tender offer. Further, there are no material contingent liabilities or litigations with respect to NSA, which can affect the tender offer. 1.2.8. Pending legal disputes TATA STEEL is in compliance with all legal requirements of the jurisdictions it operates in and hence, there are no material legal cases which can affect the tender offer. Further, there are no material contingent liabilities or litigations with respect to NSA, which can affect the tender offer.

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2. Details of the financial advisor Name Phatra Securities Public Company Limited Investment Banking Department Address Fl. 6, 8-11 Muang Thai-Phatra Office Tower 1 252/6 Ratchadaphisek Rd. Huaykwang Bangkok 10310 Thailand Telephone 66-2305-9000 Fax 66-2693-2355

3. Details of other advisor Name White & Case (Thailand) Limited Status Legal Counsel to the Tender Offerors Address Mercury Tower, 22nd Floor 540 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330 Thailand Telephone 66-2264-8000 Facsimile 66-2657-2222

4. Relationship between Offerors, and the Company, major shareholders or directors of the Company 4.1 Summary of contract/agreement/memorandum of understanding made by Offerors prior to submission of the tender offer for the purpose of buying and selling the Company’s securities in material aspects. On December 15, 2005, TATA STEEL entered into an agreement (the “Shares Purchase Agreement”) to purchase all the shares of MS owned by CHC. The major material aspects of the Shares Purchase Agreement are as follows; 1. The Parties The Shares Purchase Agreement (“SPA”) has been entered into by and between TATA STEEL as the Purchaser and CHC as the Seller. 2. The Signing Date December 15, 2005 3. The Relevant Shares 3.1 1,574,174,016 ordinary shares, 3.2 895,378,726 preferred shares (which fully converted to 895,378,726 ordinary shares on December 15, 2005.) 3.3 2,000 convertible debentures (which fully converted to 141,843,972 ordinary shares on December 16, 2005.) The shares in items 3.2 and 3.3 will be converted to ordinary shares before offer to TATA STEEL according to the Shares Purchase Agreement. Therefore, cumulatively, the ordinary shares that TATA STEEL will receive from CHC, according to the Shares Purchase Agreement, will be 2,611,396,714 shares, which represent 31.01% of the total number of issued and paid-up shares (including the New Shares to be issued and offered to TATA STEEL and the shares exercised from the convertible debentures of MS). 4. Advisor for the Shares Purchase Agreement. White & Case (Thailand) Limited as legal counsel and Standard Chartered Bank as financial advisor to TATA STEEL 5. Conditions and the period of the Shares Purchase Agreement. 5.1 CHC desires to sell, and TATA STEEL desires to purchase, the relevant shares mentioned in sections 3.1, 3.2 and 3.3 above (the “Sale Shares”) pursuant to a voluntary, conditional tender offer (the “Tender Offer”). The sale shares are subject to the conditions precedent (the “Conditions Precedent”) according to the Shares Purchase Agreement which the Parties shall fulfill in accordance with the terms of the Shares Purchase Agreement unless any such condition is waived by a relevant Party. The Conditions Precedents are as follows: A. Conditions Precedent for TATA STEEL

The following conditions should fulfilled by CHC or waived by TATA STEEL:

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(a) the representations and warranties of the two Parties are true and correct in all respects on and as of the date of the Agreement, and shall be true and correct in all respects on and as of the date of completion of the Tender Offer (the “Completion Date”) with the same effect as though they had been made on and as of the Completion Date;

(b) No legislation or governmental action shall have been promulgated or taken effect after the date of the Share Purchase Agreement which would (i) prohibit the consummation of the transactions contemplated therein, (ii) prohibit or restrict the acquisition of the shares by TATA STEEL, (iii) require TATA STEEL to divest itself of any of the shares acquired pursuant to the Share Purchase Agreement, or (iv) prohibit the majority participation by TATA STEEL in the Board of Directors of the Company;

(c) No legal action, suit or proceeding shall have been commenced by any governmental authority seeking to enjoin the transaction contemplated under the Share Purchase Agreement and no event or action has occurred or has been taken which may be reasonably expected to result in the commencement of said legal action, suit or proceeding, which makes it inadvisable to proceed with the transactions contemplated under the Share Purchase Agreement;

(d) CHC, the Company and its subsidiaries shall have performed and complied with, in all material respects, the certain covenants specified in the Share Purchase Agreement, as may be applicable, (as required by the Share Purchase Agreement to be so performed, procured, or complied with by CHC at or before the date of submission of tender offer) on or before the tender offer date;

(e) CHC shall have obtained or given or procured, as the case may be, at no expense to TATA STEEL nor the Company in excess of Baht five million, all consents, approvals and/or waivers required under any contracts entered into by CHC, or increase of the Company’s registered capital in order to permit the consummation of the transactions contemplated by the Share Purchase Agreement, without causing or resulting in a default, event of default, acceleration event or termination event under any of such contracts and without entitling any party to any of such contracts to exercise any other right or remedy adverse to the interests of TATA STEEL or the Company thereunder, provided however in case of refinancing of any existing financial indebtedness of the Company and/or the Company’s subsidiaries, the Parties shall discuss and agree an arrangement subject to the certain section specified in the agreement;

(f) the articles of association of the Company and the Company’s subsidiaries shall have been amended and registered with the Ministry of Commerce to remove any foreign shareholding restriction;

(g) the exemptions and/or privileges granted by the BOI to the Company and the Company’s subsidiaries shall have been confirmed such that the exemption and/or privileges granted to the Company and the Company’s subsidiaries shall continue and shall not be affected by the consummation of the transactions contemplated under the Share Purchase Agreement;

(h) at least 2,190,442,775 shares, including the Sale Shares, (or any such lower number of shares as TATA STEEL may decide in consultation with CHC) of the Company have been tendered to the Tender Agent;

(i) from January 1, 2005, no dividend or other distributions or share buyback has been declared, paid or made by the Company or Company’s subsidiaries to their shareholders except for transaction permitted under the certain section specified in the Share Purchase Agreement;

(j) TATA STEEL has subscribed and fully paid in cash for shares newly issued by the Company and allotted to TATA STEEL on private placement basis at the price of Baht 1.15 per share in the amount of 2,104,543,058 shares;

(k) no event and/or action has occurred after the date of the Share Purchase Agreement which causes or may cause material adverse effect on the status or assets of the Company and/or a subsidiary of the Company, except for the events and actions disclosed in the disclosure letter supplied by CHC to TATA STEEL; and

(l) no action has been performed by the Company and/or a subsidiary of the Company after the date of the Agreement which causes a significant decrease in the value of the shares of the Company.

B. Conditions Precedent for CHC

The following conditions are fulfilled by TATA STEEL or waived by CHC:

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(a) No legislation or governmental action shall have been promulgated or taken effect after the date of the Share Purchase Agreement which would (i) prohibit the consummation of the transactions contemplated herein, (ii) prohibit or restrict the acquisition of the shares by TATA STEEL, (iii) require TATA STEEL to divest itself of any of the shares acquired pursuant to the Share Purchase Agreement, or (iv) prohibit the majority participation by TATA STEEL in the Board of Directors of the Company; and

(b) No legal action, suit or proceeding shall have been commenced by any governmental authority seeking to enjoin the transaction contemplated under the Share Purchase Agreement and no event or action has occurred or has been taken which may be reasonably expected to result in the commencement of said legal action, suit or proceeding, which makes it inadvisable to proceed with the transactions contemplated under the Share Purchase Agreement.

5.2 Upon Completion, CHC agrees to use its best effort, upon request by TATA STEEL, to take any actions as may be necessary to appoint directors nominated by TATA STEEL to the Board of Directors of the Company as well as any subsidiary of the Company to replace any director who resigns in accordance with the details and the period specified in the Shares Purchase Agreement.

4.2 Shareholding, either direct or indirect, by Offerors or their authorized persons in the Company or Company’s major shareholders 1) Shareholding in the Company - None - 2) Shareholding in the Company's major shareholders - None - 4.3 Shareholding, either direct or indirect, by the Company or its major shareholders or directors in Offerors - None - 4.4 Other forms of relationships

„ MS - None -

„ Any Director of MS - None - Note – TATA STEEL and MS are publicly listed companies and registered on stock exchange of India and Thailand respectively. As a result, the number of minority shareholders is substantial. Thus, the information disclosed above is that which TATA STEEL and MS have verified on a best-effort basis.

5. Other relevant information for the securities holders’ decision making 5.1 The securities held by TATA STEEL and NSA 5.1.1 Shares held by TATA STEEL % of Total % of Voting Capital (After Rights (After new paid up new paid up capital from capital from Name Type of Shares No of Shares 6,316,997,790 6,316,997,790 Baht to Baht to 8,421,540,848 8,421,540,848 Baht) Baht) I TATA STEEL - - - - II Persons in the same group as the - - - - TATA STEEL III Persons under Section 258 of the - - - - persons specified in I and II IV Other agreements for acquisition of additional shares of persons Common share 2,104,543,058 24.99% 24.99% specified in I – III * Total 2,104,543,058 24.99% 24.99%

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*Note – According to the SPA (in section 4.1 (5)), MS will sell new shares on a “Private Placement” basis to TATA STEEL in the amount of 2,104,543,058 shares or representing 24.99% of the new total paid up capital. After the capital increase, CHC will tender 2,611,396,714 shares in the tender offer.

Shares held by NSA % of Total % of Voting Name Type of Shares No of Shares Capital Rights I NSA - - - - II Persons in the same group as the - - - - NSA III Persons under Section 258 of the - - - - persons specified in I and II IV Other agreements for acquisition of additional shares of persons - - - - specified in I – III Total - - - 5.1.2 Convertible securities - None - 5.2 Sources of funds for business acquisition If all shareholders accept the offer, the Offerors will require a total amount of Baht 7,264,547,459 to acquire all the shares, which are 6,316,997,790 shares. TATA STEEL will use the internal cash and liquid financial investment, which it has in excess of USD 400 million as of January 31, 2006 (equivalent to approximately Baht 15,744.0 million at an exchange rate of USD 1 to Baht 39.36), to fund the transaction for both itself and NSA. TATA STEEL has sent an irrevocable letter of confirmation of funds availability (Appendix 1) to confirm its commitment to the tender offer and to ensure successful execution. Financial information of TATA STEEL and NSA are included in Appendix 2 and 3 respectively. Phatra Securities Public Company Limited, in the capacity of Tender Offer Preparer, has reviewed the TATA STEEL’s source of funds and cross checked with its audited 2005 financial statements ending March 31, 2005, and considered that TATA STEEL has sufficient funds for the purpose of the tender offer. 5.3 Share sale plan Upon closing of tender offer period, Offerors will allocate tendered shares among themselves. Offerors have no plan to sell significant amount of the Company’s ordinary shares within 12 months from the last day of the tender offer period except in the case that the Offerors have to act by the rule and regulation at that moment or the Offerors plan a business reorganization.

10 Form 247-4

Part 3 Details of the Company

1. Company Profile 1.1. Nature of business Millennium Steel Public Company Limited (the “Company” or “MS”) was incorporated on 12 July 2002 by the merger between the N.T.S. Steel Group public company limited (“NTS”) and Siam Cement Group which holds 100% of share outstanding in Siam Iron and Steel (2001) company limited (“SISC”) and Siam Construction Steel company limited (“SCSC”). The main business of the Company is to manage businesses in three subsidiaries: “NTS”, “SISC”, and “SCSC”, in which the Company holds 99.66%, 99.94% and 99.99% respectively. The company offers a wide variety of steel products such as round bars, deformed bars, wire rods, small sections, etc. Also, the Company has plans to develop high value-added products for use in the automotive industry. The Company has registered capital of Baht 10,089,719,289 with paid up of Baht 6,316,997,790 comprised of 6,316,997,790 shares issued at par value of Baht 1 as of February 15, 2006. 1.2. Summary of financial information and results of operations of MS Units in Thousand Baht, except per share 2002 2003 2004 2005 (January’02 – (January’03 – (January ’04 – (January ’05 – December ’02) December ’03) December ’04) September ’05) Total Assets 19,726,845 20,485,862 21,995,708 22,740,445 Total Liabilities 11,954,178 11,613,390 11,525,390 11,848,529 Shareholders’ equity(1) 7,772,667 8,872,472 10,470,318 10,891,916 Paid up capital(2) 5,445,464 5,578,062 6,175,154 6,175,154 Total Revenue 518,783 10,318,967 16,715,645 14,496,141 Total Expense 537,830 9,660,352 14,663,418 13,565,951 Net profit (117,022) (41,614) 1,197,577 446,792 Basic earning per share (Baht) (0.03) (0.01) 0.21 0.07 Diluted earning per share (Baht) (0.03) (0.01) 0.18 0.07 Dividend per share - - - - Book Value per share 1.62 1.83 1.94 2.02

Note: Shareholders are able to gather further information of the Company's form 56-1 and audited financial statements from the SEC's website (www.sec.or.th) or the SET's website (www.set.or.th). (1) including common share, preferred share, warrant and convertible debenture. Outstanding amount as of January 31, 2006: common share 5,664,056,515 Baht, preferred share 652,941,275 Baht, and warrant 2,604,038,725 Baht. Holders of convertible debentures (“CD”) converted all outstanding amounts of CD to common share as of December 16, 2005 and the amount is equal to 141,843,972 Baht. Preferred’s shareholder convert 918,835,421 Baht to common share equal to 918,835,421 Baht from December 15, 2005 to January 31, 2006. (2) Including 1) common share of 4,603,377,122 Baht 2) preferred share of 1,571,776,696 Baht as of September 30, 2005. 1.3. Shareholding Structure 1) List of 10 major shareholders as of January 27, 2006 (units in million shares) Name Common Preferred Total Shares % Shares Shares Shareholdings 1. Cementhai Holding Company Limited 2,611,393,814 - 2,611,393,814 41.34% 2. Sukhumvit Asset Management Co., Ltd. 185,224,088 290,020,419 475,244,507 7.52% 3. Bangkok Bank Public Company Limited 25,277,322 252,773,225 278,050,547 4.40% 4. Petchburi Asset Management Co., Ltd. 141,144,098 50,377,773 191,521,871 3.03% 5. BEAR,STEARNS INTERNATIONAL 156,161,250 - 156,161,250 LIMITED-CUSTOMER REG.ACCOUNT 2.47% 6. Social Security Office 128,264,400 - 128,264,400 2.03% 7. Asset Management Corporation 121,960,713 - 121,960,713 1.93% 8. TMB Bank Public Company Limited 72,502,334 18,091,265 90,593,599 1.43% 9. HSBC BANK PLC-CLIENTS GENERAL A/C 69,302,900 - 69,302,900 1.10% 10. Kasikornbank Public Company Limited 59,619,817 - 59,619,817 0.94% Total 3,570,850,736 611,262,682 4,182,113,418 66.20% ]

11 Form 247-4

Note: Shareholders can gather further information of the Company's form 56-1 and audited financial statements from the SEC's website (www.sec.or.th) or the SET's website (www.set.or.th). 2) Expected Shareholding Structure after the tender offer Upon closing of tender offer period, Offerors will allocate tendered shares among themselves. The final shareholding structure will be finalized soon after the tender offer. (Currently, TATA STEEL holds 100% of total paid up capital in NSA.)

1.4 List of Board of Directors of MS as set out in the latest directors register as of 25 August 2005 Name Title Mr. Sawasdi Horrungruang Chairman Mr. Wirash Krittapol(*) Vice President Mr. Santi Charnkolrawee(*) Senior Managing Director Mr. Kajohndet Sangsuban(*) Director Mr. Damri Tunshevavong(*) Director Mr. Chumpol Donsakul Director Miss Pattama Horrungruang Director Mr. Taratorn Premsoontorn Director Mr. Kriang Kiatfuengfoo Independent Director Ass. Prof. Rawewan Peyayopanakul Independent Director Mr. Maris Samaram Independent Director Mr. Kriang Kiatfuengfoo Chairman of the Audit Committee Ass. Prof. Rawewan Peyayopanakul Audit Committee Mr. Maris Samaram Audit Committee

Note: - (*) are representative directors of CHC - Shareholders can gather further information of the Company's form 56-1 and audited financial statements from the SEC's website (www.sec.or.th) or the SET's website (www.set.or.th). 1.5 List of directors after completion of the tender offer As stated in the Shares Purchase Agreement between CHC and TATA STEEL on December 15, 2005, upon completion, CHC agrees to use its best effort, upon request by TATA STEEL, to take any actions as may be necessary to appoint directors nominated by TATA STEEL to the Board of Directors of the Company as well as any subsidiary of the Company to replace any director who resigns in accordance with the details and the period specified in the SPA.

1.6 The highest and lowest prices of MS’s shares in each quarter over the past 3 years Price (Baht/Share) Year Quarter Highest Lowest 2006 Jan 3 – Feb 21 1.14 1.07 4 1.35 0.96 3 1.51 1.17 2005 2 2.00 1.50 1 2.40 1.95 4 2.52 1.81 3 2.18 1.52 2004 2 2.52 1.56 1 3.02 2.14 4 3.46 2.32 3 3.68 1.73 2003 2 1.91 1.30 1 1.48 0.88

Source: Stock Exchange of Thailand (www.set.or.th)

12 Form 247-4

2. Business plan after the business takeover 2.1 Company Status Upon closing of tender offer period, the Offerors have no intention to delist the shares of the Company from the Stock Exchange of Thailand (SET) within the next 12 months except in the case that the Company does not meet the requirement of the SET and the SET orders the Company to delist or Board of directors of MS approve on delisting MS’s shares from SET. 2.2 Policies and plans of business operations MS will remain focused in steel production business after the tender offer. Business operation will continue as before the tender offer. The Offerors will periodically re-evaluate its scope of business, assets, and strategies in Thailand in order to optimize return on investments. This may involve rationalization, consolidation, assets transfer, refinancing, and/or restructuring. The efforts may result in changes in business organizations and/or management system which may require changes in management structure and personnel. Any such restructuring would be consistent with MS’s long term plan of remaining to be a major steel producer in Thailand. The Offerors do not have any current plan or policy to change MS’s objectives or the nature of its business. However, all restructuring alternatives are still under consideration and have yet to be finalized. Currently, the dividend policy of the Company is to pay not more than 40 percent of net profit after deduction for legal reserve. The Offerors have no intention to change the dividend policy after the completion of the tender offer. 2.3 Connected transactions 2.3.1 Before the tender offer Transactions between the Offerors and their affiliated companies and MS are limited to sale and purchase of goods only. All transactions between Offerors and affiliated companies and companies of the Siam Cement Group are also being disclosed as connected transactions.

Siam Industrial Wire, Thailand (“SIW”), subsidiary of NSA, purchases raw materials from SISC, a subsidiary of the Company. Details of the transaction are as follows:

Unit in ‘000 Baht Purchase of goods / services 2005 Pricing Purchase of goods 257,072 At market prices

Following are the details of transactions between related companies of the major shareholder and related companies of the Offerors.

Unit in ‘000 Baht Purchase of goods / services 2005 Pricing Purchase of services 25,520 At market prices

Unit in ‘000 Baht Sales of goods / services 2005 Pricing Sales of goods 1,219,858 At market prices

2.3.2 After the tender offer No material changes in the way the Company operates are being contemplated at this time. All connected party transactions will be carried out in accordance with the related party transaction policy at TATA STEEL, NSA and MS, such that transactions are arms-length transactions and in accordance with the legal and statutory requirements of the country of operations.

13 Form 247-4

Part 4 Additional Details of the Tender Offer

1. Tender Offer Acceptance Procedure To accept the tender offer, an Offeree shall comply with the following: 1.1 Complete and sign, correctly and clearly, both sections of the “Millennium Steel Public Company Limited Tender Offer Acceptance Form” enclosed in Appendix 5 for ordinary shares and Appendix 5-R for NVDR. 1.2 Enclose the following documents: 1.2.1 If shares are held in certificate form, all of share certificate(s) must be endorsed with the signature of the Offeree in the column labeled “signature of the transferor” on the back of each share certificate. Submit the endorsed share certificate(s) with 2 copies of the duly signed documents mentioned in Section 1.2.3 below. In the event that the name or name prefix or last name of the shareholder stated on the share certificate is not the same as stated in the Identification Card, the Offeree has to complete the “Request Form For Rectifying Items in the Securities Holder Record” of Thailand Securities Depository Co., Ltd. (“TSD”), enclosed in Appendix 11 which the amended information must be the same as that stated in the Identification Card, along with the a copy of document which is issued by the government (e.g. Marriage Certificate or Divorce Certificate or Rectification Certificate). 1.2.2 If shares are held in scripless form, deposited with TSD, the Offeree must contact and submit 1 set of Offeree’s evidences (stated in section 1.2.3) to his/her broker to transfer tendered scripless shares into the following account of the Tender Offer Agent: For a Thai shareholders “Phatra Securities Public Company Limited” Account number 006-000003-2 For a foreign shareholders and NVDR holders “Phatra Securities Public Company Limited” Account number 006-900002-1 1.2.3 Where the Offeree is: Thai Individual A certified copy of valid Identification Card, Civil Servant Identification Card or State Enterprise Employee Card; in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her house registration is also required. Foreign Individual A certified copy of his/her Alien Certificate or Passport. Thai Juristic Person - A copy of the affidavit issued by the Ministry of Commerce not more than 1 year prior to the last day of the tender offer period, certified by authorized signatory (ies) of the juristic person; and - A certified copy of valid Identification Card, Civil Servant Identification Card, or State Enterprise Employee Card of the authorized signatory(ies); in case of the Civil Servant Identification or State Enterprise Employee Card, a certified copy of his/her house registration is also required. In case of the authorized signatory(ies) is foreigner, a certified copy of his/her Alien Certificate or passport is required. Foreign Juristic Person - A copy of the certificate of incorporation, memorandum of association, and the affidavit, issued not more than 1 year prior to the last day of the tender offer period, certified by authorized signatory(ies) of the juristic person; and - A certified copy(ies) of passport of the authorized signatory(ies). All documents must be certified by the notary public in the country where the documents were prepared and then authenticated by an official of the Thai Embassy or Thai Consulate in the country where the documents were prepared, all of which must be within 1year prior to the last day of tender offer period. Juristic Person not carrying on business in Thailand and not exempted by an applicable tax treaty An Offeree is required to declare the cost basis of its shares for withholding tax, which is 15% tax on the capital gain (different between the tender offer price and the cost basis), purposes by completing and submitting a Confirmation of Securities Cost Form: Appendix 10 and together with evidences that demonstrates the cost basis. If the Offeree fails to declare the cost basis or to submit the evidences that demonstrate the cost basis, the Tender Offer Agent will determine the amount of withholding tax based on the entire proceeds of the sale of shares.

14 Form 247-4 1.2.4 Where the Offeree is represented by an authorized representative, the documents required are the power of attorney appointing the authorized representative as stated in Appendix 6 for ordinary shares affixed with Baht 10 stamp duty and a certified copy of each of document set out in Part 1.2.3 and a certified copy of identification card of the authorized representative as the case may be. 1.2.5 Other documents which the Tender Offer Agent may require. Should there be any questions regarding the Tender Offer Acceptance Procedures, please contact:

Rungrat Sriniratsai Jareug Kumpeerakit Orachorn Chanapokakul Phatra Securities Public Company Limited Equity and Debt Operations Department Fl. 11, Muang Thai-Phatra Office Tower 1 252/6 Ratchadaphisek Rd. Huaykwang Bangkok 10310 Thailand Telephone: 66-2305-9000 ext.9379, 9390, 9345 Fax: 66-2275-2282

1.3 Submission of the Tender Offer Acceptance Form 1.3.1 In case of shares held in certificate form: The Offeree shall submit the completed Tender Offer Acceptance Form (Appendix 5) together with the above required documents on business days from February 27, 2006 to March 31, 2006; both days inclusive, during the hours of 8.30 a.m. to 4.30 p.m. at the above address. The Tender Offer Agent will not accept any documents in connection with this tender offer submitted by mail. 1.3.2 In case of shares held in scripless form (deposited with TSD): The Offeree’s broker shall collect the Tender Offer Acceptance Form (Appendix 5) and the required documents and submit them to the Tender Offer Agent. The Offeree shall submit the Tender Offer Acceptance Form together with the required documents to his/her broker. 1.3.2 In case of shares held in NVDR form: The Tender Agent asks for NVDR holders’ cooperation to submit their acceptance form (Appendix 5-R) and supporting documents by March 30, 2006 (one day prior to the last day of the tender offer) as the Tender Agent will need to further settle securities with the Thai NVDR Co., Ltd. on the last day of the tender offer period. Note: Conversion of preferred shares to common shares must only be done via MS. The conversion process usually takes approximately 10 working days. Thus, the last day to submit conversion form and supporting documents to MS is on March 17, 2006.

1.4 In case the tendered shares are pledged or held against any other guarantees/liabilities, the Offeree must take action to release the pledge or any other encumbrances by contacting Thailand Securities Depository Co., Ltd. before accepting this Tender Offer and complying with Item 1.1 to 1.3 above.

2. Procedure Purchase The Offerors express an interest to acquire all MS ordinary shares.

3. Settlement and Payment Procedures After the Tender Offer Agent receives the Tender Offer Acceptance Form and all required documents as stated in 1.2 including the confirmation document on the share transferring completely and correctly, the Offeree can choose a method of receiving payment as specified in the Tender Acceptance Form as follows: 3.1 Automatic Transfer, servicing for Kasikorn Bank savings or current account, or Bangkok Bank savings or current account, or Siam Commercial Bank savings or current account only under the condition that the name of depositor is the same as stated in the Acceptance Form. The remitted amount will be available in the account from 7.00 a.m. on April 5, 2006 However, in the case of transferring the payment into current account, the bank will record the transaction on a statement on the next working day. But, remitted amounts will be available in the account on April 5, 2006. It is recommended to the Offeree to order receiving of payment by automatic transfer. There is no transfer fee or any other service charge. In case the Offeree prefers to receive a bank cheque, the cheque will be issued from the Kasikorn

15 Form 247-4 Bank (Ratchadaphisek branch) in Huaykwang. A 15-day clearing will normally be required for the security holders residing outside Bangkok. The Offerors will reserve the right to pay cheques, without notice, by registered mail to the address stated in the Acceptance Form, if the automatic transfer can not be made through those deposit accounts. 3.2 Cheque: A cheque can be collected from April 4, 2006 (cheque dated on April 5, 2006) during office hours (8:30 – 16:30) at the Tender Offer Agent as address stated below:

Rungrat Sriniratsai Jareug Kumpeerakit Orachorn Chanapokakul Phatra Securities Public Company Limited Equity and Debt Operation Department Fl. 11,Muang Thai-Phatra Office Tower 1 252/6 Ratchadaphisek Rd. Huaykwang Bangkok 10310 Thailand Telephone: 66-2305-9000 ext. 9379, 9390, 9345 Fax: 66-2275-2282

If collecting the cheque personally, please present Receipt of Shares Certificate (a receipt portion of Tender Offer form) to Tender Agent Officer. If the Offeree or its authorized person does not collect the cheque by April 20, 2006, the Tender Offer Agent will send the cheque via registered mail to the address specified in the Tender Offer Acceptance Form. 3.3 The Offeree can specify in the Acceptance Form that the cheque be delivered by registered mail to the address stated in the Acceptance Form.

4. Rights of securities holders who have expressed their intention to tender their securities Through the Tender Offer Agent, the Offerors will make payments to the Offerees for all shares tendered on the third business day after the last day of tender offer period; the payment date will be in accordance with the payment method selected by the Offeree. If an event occurs which result in changes of the tender offer price as stated in Part 1 section 8, the Offerors will carry out the following procedures: (1) In case of the tender offer price is reduced, the Offerors will make payment at the reduced price to an Offeree who has tendered his/her share at the reduced price. Other than in respect to any shares that an Offeree has irrevocably tendered before the date that the Offerors announced the amendment of the tender offer price, the Offerors will make payment for all shares at the original tender offer price specified before the amendment was made. (2) In case of the tender offer price is increased, the Offerors will make payment for all shares at the increased tender offer price.

5. Conditions for revocation of the intention to tender shares 5.1 The last day for cancellation of the intention to tender is the twentieth business day of the tender offer period which falls on March 24, 2006, during the hours of 8.30 a.m. to 4.30 p.m. 5.2 Revocation Procedures 5.2.1 Complete and sign the “Tender Offer Revocation Form” as enclosed in Appendix 8, correctly and clearly; and 5.2.2 Enclose the following documents: 1) Evidence of receipt of share certificate / transfer instruction in respect of the transfer of scripless share and the Tender Offer Acceptance Form. 2) Where the Offeree is Individual - For a Thai individual, a certified copy of his/her Identification Card, Civil Servant Identification Card or State Enterprise Employee Card; in case of the Civil Servant Identification Card of State Enterprise Employee Card, a certified copy of his/her house registration is also required. - For a foreign individual, a certified copy of his/her Alien Certificate or passport. 3) Where the Offeree is Juristic Person

16 Form 247-4

- For a Thai juristic person, a copy of the affidavit issued by the Ministry of Commerce not more than 1 year prior to the last day of tender offer period certified by authorized signatory(ies) of the juristic person and affixed with a company seal (if any) together with a certified copy of each of the documents set out in section 5.2.2 (2) of the authorized signatory(ies). - For a foreign juristic person, a copy of the certificate of incorporation, memorandum of association, and the affidavit, issued not more than 1 year prior to the last day of the tender offer period, certified by authorized signatory(ies) of the juristic person; and a certified copy of passport of the authorized signatory(ies). All of such must be certified by the notary public in the country where the documents were prepared and then authenticated by an official of the Thai Embassy or of the Thai Consulate in the country where the documents were prepared, all of which must have a validity of 1 year prior to the last day of tender offer period. 4) Where the Offeree is represented by an authorized representative, the documents required are the power of attorney appointing the authorized representative affixed with Baht 10 stamp duty and a certified copy of each of the document set out in section 5.2.2(2) and 5.2.2(3) of the authorized person, and a certified copy of identification card of the authorized representative. 5.2.3 Submit the completed Tender Offer Revocation Form together with the required documents specified in section 5.2.2 at the office of the Tender Offer Agent as detail mentioned in section 1.3.1. 5.2.4 After receiving and verifying a completed Tender Offer Revocation Form and the required documents set out in section 5.2.2 which submitted within the revocation period, the Tender Offer Agent will proceed as follows: - Share certificates: The Offeree making the cancellation must complete, sign and submit the Tender Offer Revocation Form together with the required documents set out in section 5.2.2. The Tender Offer Agent will return the share certificates to the Offeree making the cancellation or its authorized representative on the business day following the submission date of the Tender Offer Cancellation Form. - Scripless shares (for transferring shares to the Offeree’s broker account): There is share transfer fee of Baht 20 per transaction. The Tender Offer Agent will transfer the shares through TSD to the Offeree’s broker account as specified in the Tender Offer Cancellation Form on the business day following the submission date of the Tender Offer Cancellation Form. Note: An Offeree making cancellation shall receive shares only in the form in which such shares were tendered, and cannot request for a change in form of shares.

6. Determination of the Offer Price 6.1 The rational of offer price The offer price at Baht 1.15 per share is the price at which Offerors agree to purchase ordinary shares of MS from CHC according to the SPA on December 15, 2005 and is the price that has been resolved by the Extraordinary General Meeting of MS shareholders on February 16, 2006 to sell new shares in private placement to TATA STEEL in the amount of 2,104,543,058 shares (24.99 percent of total paid up capital after capital increased) The Offerors or any related parties in section 258 hold no securities of MS and have not acquired any security of MS during the last 90 day prior to the submission of tender offer to SEC. Moreover, the offer price at Baht 1.15 per share is the price that higher than the weighted average price of MS’s shares during the last 15 business day before board of director meeting on December 23, 2005. 6.2 In the case that the Offerors or any related parties in section 258 receive or acquire a MS’s security during 90 days before the date of submission of tender offer to SEC The Offerors or any related parties in section 258 have not received or acquired MS’s security during 90 days before the date of submission of tender offer to SEC.

17 Part 5 Certification of Information

We, hereby certify that:

(1) We are committed to execute this Tender Offer. (2) The offer price in this tender offer is in accordance with the provision of the Notification of the SEC No. Gor Jor 5312545. (3) We intend to comply with the plan, which we have specified in this tender offer, and (4) All Information contained in this tender offer is correct and accurate and that there is 110 info~nlationcontained herein that may lead other persons to misunderstanding in any material respect and no concealment is made of any material inforn~ation.

(Mr. Koushik chakterjee) Vice President (Finance) TATA STEEL LIMITED Tender Offeror