Tender Offer for Securities (Form 247-4) of GOLDEN LIME PUBLIC

(Translation)

Tender Offer for Securities (Form 247-4)

GOLDEN LIME PUBLIC COMPANY LIMITED

CE LIME (THAILAND) LIMITED

Tender Offer Preparer TMB BANK PUBLIC COMPANY LIMITED

Tender Offer Agent KT ZMICO SECURITIES COMPANY LIMITED

(Translation)

10 October 2016

Subject: Submission of the Tender Offer to purchase the securities of Golden Lime Public Company Limited

To: Secretary-General of the Securities and Exchange Commission President of the Stock Exchange of Thailand Directors and shareholders of Golden Lime Public Company Limited

Enclosed: The Tender Offer to purchase the securities of Golden Lime Public Company Limited (Form 247-4)

Reference is made to CE Lime (Thailand) Limited’s (the “Offeror”) acquisition of 135,000,000 ordinary shares of Golden Lime Public Company Limited (the “Company”) from major shareholders on 29 September 2016 at THB 6.50 per share, representing 45.00% of the total issued and paid-up shares and voting rights of the Company, requiring the Offeror to make a mandatory tender offer for all remaining securities of the Company in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers.

TMB Bank Public Company Limited, as the Preparer of the Tender Offer, hereby submits the Tender Offer to purchase the securities of the Company (Form 247-4) to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, the Company, and the directors and shareholders of the Company for your consideration.

Sincerely Yours,

____Mr. Yongyoot Luangrattanamart___ (Mr. Yongyoot Luangrattanamart) Head of Corporate Finance and Debt Capital Markets TMB Bank Public Company Limited The Preparer of the Tender Offer

Table of Contents Part 1 Significant Elements of the Tender Offer ...... 1 Part 2 Information on the Offeror ...... 7 1 Details of the Offeror ...... 7 2 Details of the Preparer of the Tender Offer ...... 18 3 Details of Other Advisors ...... 18 4. Relationship between the Offeror and the Company, Major Shareholders or Directors of the Company ...... 18 5. Other relevant information for the securities holders’ decision making ...... 21 Part 3 Information on the Company ...... 24 1. Details of the Company ...... 24 2. Business Plan after Takeover ...... 29 Part 4 Additional Details of the Tender Offer ...... 31 1. Procedures for acceptance of the Tender Offer ...... 31 2. Procedures for purchasing securities ...... 36 3. Settlement and payment procedures ...... 36 4. Right of the securities holder who accept the Tender Offer ...... 38 5. Cancellation of the Tender Offer ...... 39 6. Procedure of returning the Ordinary Shares to the Offerees for the case that Tender Offer process has been cancelled ...... 41 7. Determination of the Offer Price ...... 42 8. Acquisition of securities prior to the Tender Offer (applicable only in case of a partial offer accordance with Part 5 of the SEC Notification No. TorChor. 12/2554) ...... 43 Part 5 Certification of the Information ...... 44

Attachment 1 Tender Offer Acceptance Procedures and Forms 1-1 Tender Offer Acceptance Procedures 1-2 Tender Offer Acceptance Form 1-3 Form for Confirmation of Cost of Tendered Shares (Only for foreign juristic person not operating in Thailand) 1-4 Power of Attorney (for Tender Offer Acceptance) Attachment 2 Tender Offer Cancellation Procedures and Forms 2-1 Tender Offer Cancellation Procedures 2-2 Tender Offer Cancellation Form 2-3 Power of Attorney (for Tender Offer Cancellation) Attachment 3 Tender Offer Acceptance Procedures and Forms for Non-Voting Depositary Receipt (NVDR) 3-1 Tender Offer Acceptance Procedures for NVDR 3-2 Tender Offer Acceptance Form for NVDR 3-3 Form for Confirmation of Cost of Tendered Shares for NVDR 3-4 Power of Attorney for Tender Offer Acceptance for NVDR Attachment 4 Request Form for Rectifying Items in the Securities Holder Record Attachment 5 Financial Support Letter from the Lender Attachment 6 Letters of Undertaking 6-1 Letter of Undertaking from Mr. Kiatikul Monsereenusorn and Mr. Kitimethee Monsereenusorn 6-2 Letter of Undertaking from Miss Tongrak Kijwatanachai

Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

(Translation) This English translation of the Tender Offer document has been prepared solely for the convenience of the foreign shareholders of Golden Lime Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Offeror. The Thai language version shall be regarded as the definitive and official Tender Offer document of the Offeror and shall prevail in all respects in the event of any inconsistency or discrepancy between the Thai version and this English translation.

Tender Offer for Securities of Golden Lime Public Company Limited (This Tender Offer, Offer Price and Offer Period are the final offer which will not be amended subject to the conditions specified in Clause 8)

To: The Securities Holders of Golden Lime Public Company Limited We, CE Lime (Thailand) Limited (the “Offeror” or “CELT”), hereby offer to purchase the securities of Golden Lime Public Company Limited (“SUTHA” or the “Company”) which are not already held by the Offeror in accordance with the following terms and conditions (the “Tender Offer”):

Part 1 Significant Elements of the Tender Offer 1. Date of Submission of the Tender Offer 10 October 2016 2. Name of the Offeror CE Lime (Thailand) Limited The Offeror was established by Mr. Ishaan Shah and Asia Lime Pte. Ltd. (“ALS”) on 21 September 2016 as a holding company for the primary purpose of investing in lime and lime related business. 3. Name of the Preparer of the Tender Offer TMB Bank Public Company Limited (“TMB”) 4. Objective of making the Tender Offer On 29 September 2016, the Offeror acquired 135,000,000 ordinary shares of the Company which accounts for 45.00% of the total issued and paid-up shares of the Company from Mr. Kiatikul Monsereenusorn and Mr. Kitimethee Monsereenusorn (collectively the “Sellers”) for the price of THB 6.50 per share prior to the Tender Offer submission date. As a result, the Offeror is required to make a Tender Offer for all securities of the Company (Mandatory Tender Offer) to adhere to the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

5. Category, Type, Class and Amount of Securities Offered to be Purchased, and the Percentage of Such Securities to the Total Paid Up Securities The Company has only one type of securities, which is the ordinary share. The Offeror is offering to purchase the remaining 165,000,000 ordinary shares of the Company from other shareholders, which is equivalent to 55.00% of the Company’s total issued and paid-up shares and is equivalent to 55.00% of the Company’s total voting rights which does not include the ordinary shares that the Offeror has acquired prior to the Tender Offer. Nonetheless, the Sellers who collectively hold 67,223,650 shares remaining, equivalent to 22.41% of the Company’s total issued and paid-up shares and voting rights, after having sold 135,000,000 of the Company’s shares to the Offeror, have undertaken not to sell all their remaining shares in this Tender Offer if and only if the total number of shares tendered in the Tender Offer Period is less than 18,000,000 shares, equivalent to 6.00% of the Company’s total issued and paid-up shares and voting rights (the “Minimum Tendered Shareholding”). In the event that the number of tendered shares is less than the Minimum Tendered Shareholding, the Sellers shall tender their shares, as part of the Tender Offer process, on the last day of the Tender Offer Period in an amount that will bring the total number of shares tendered to reach the Minimum Tendered Shareholding but in no case exceed 18,000,000 shares of the Sellers’ shares. The Sellers co-signed a Letter of Undertaking not to sell the Company’s shares during the Tender Offer Period except in the aforementioned case. Moreover, one other shareholder, Miss Tongrak Kijwatanachai, who holds 4,250,000 shares, equivalent to 1.42% of the Company’s total issued and paid-up shares and voting rights, has undertaken not to sell 4,000,000 of her shares, equivalent to 1.33% of the Company’s total issued and paid-up shares and voting rights, in this Tender Offer. Miss Tongrak Kijwatanachai signed a Letter of Undertaking not to sell the Company’s Shares in the Tender Offer. The details of these shareholders and their respective shares, which they have undertaken not to sell, are shown the following table: As a Percentage of Total As a Percentage of Total Number of Shares Name Issued and Paid-up Shares Voting Rights 1. Mr. Kiatikul Monsereenusorn 18,223,650 6.07 6.07 2. Mr. Kitimethee Monsereenusorn 49,000,000 16.33 16.33 3. Miss Tongrak Kijwatanachai 4,000,000 1.33 1.33 Total 71,223,650 23.74 23.74 Source: the Offeror The Letters of Undertaking are shown as per the Attachment 6.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

6. Offer price The offer price of SUTHA’s share is THB 6.50 (Six Baht Fifty Satang) per share (the “Offer Price”). The shareholders who accept the Tender Offer (each an “Offeree”), are subject to payment of a brokerage fee of 0.25% of the Offer Price plus value added tax (“VAT”) of 7.00% of the brokerage fee. Therefore, the net price to be received by the Offeree will be THB 6.4826125 (Six Baht Four Eight Two Six One Two Five Satang) per share. Such Offer Price is: () the final offer which will not be changed (subject to the conditions specified in Clause 8) ( ) not the final offer and the Offeror may change the Offer Price Pursuant to the Revenue Code of Thailand, unless specifically exempted under the terms of an applicable double tax treaty, if the Offeree is a foreign juristic person not operating any business in Thailand and residing in a country which does not have a double tax treaty with Thailand or residing in a country that has a double tax treaty with Thailand but such treaty does not exempt withholding tax on capital gains from the sale of shares in Thailand, such Offeree is subject to a 15.00% withholding tax on capital gains on sale of securities which is the difference between the Offer Price and the price at which the Offeree originally paid to acquire the tendered shares. The price at which such Offeree originally paid to acquire the tendered shares must be declared to the Tender Offer Agents by completing the Form for Confirmation of Cost of Tendered Securities in Attachment 1 form 1-3 for ordinary shares and in Attachment 3 form 3-3 for Non-Voting Depository Receipts (“NVDR”). In the event that any Offeree fails to declare the aforementioned information, the Tender Offer Agents will determine the amount of withholding tax calculated by multiplying the Offer Price by the total number of tendered shares or NVDR of the Business and will deduct the withholding tax accordingly. Note: An Offeree which is a Thai juristic person will be responsible to withhold 3.00% tax on the brokerage fee and must issue a Withholding Tax Certificate to the Tender Offer Agent. 7. Tender Offer Period The Tender Offer period will last a total of 25 business days from 11 October 2016 to 15 November 2016 inclusive (the “Offer Period”), during the office hours of the Tender Offer Agent from 9:00 a.m. to 4:00 p.m. Such Offer Period is: () the final period which will not be extended (subject to the conditions specified in Clause 8) ( ) not the final period and the Offeror may extend the period. 8. Conditions of change in the Tender Offer ( ) No condition () Conditions of change in the Tender Offer are as follows:

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

() The Offeror may reduce the Offer Price or extend the Offer Period in the case of any event or action that occurs during the Offer Period, which causes severe damage to the status or assets of the Business () The Offeror may change the offer or extend the Offer Period to compete with another Offeror who has submitted a tender offer for shares of the Business during the Offer Period. 9. Conditions for cancellation of the Tender Offer The Offeror may cancel the Tender Offer upon the occurrence of one or more of the following events: 9.1 An occurrence of any event or action after the offer document has been submitted to the Securities and Exchange Commission (the “SEC”) but within the Tender Offer Period which causes or may cause serious damage to the status or assets of the Company’s business, and such events or actions do not result from the acts of the Offeror or any act for which the Offeror is responsible 9.2 The taking of any action taken by the Company’s business after the offer document has been submitted to the SEC but during the offer period which results in a significant decrease in the share value 9.3 An occurrence of any event or action resulting that may impact to the Tender Offer as per the Capital Market Supervisory Board No. TorChor. 14/2554 Re: Actions or Abstaining from Actions which may Impact the Result of the Tender Offer 10. Period during which Securities Holders may cancel their acceptance of the Tender Offer The Offeree is able to revoke its acceptance of the Tender Offer at the office of the Tender Offer Agents on any business day between 11 October 2016 and 8 November 2016 inclusive (totaling 20 business days) (the “Tender Offer Revocation Period”) during the hours of 9:00 a.m. to 4:00 p.m.. If the Offeree wishes to revoke its acceptance of the Tender Offer, it must follow the Tender Offer Cancellation Procedures as specified in Attachment 2 form 2-1. 11. Allocation of number of shares to be purchased in the event that the amount tendered is either more or less than the amount offered to purchase (in case of partial Tender Offer in relation to Clause 5 of the notification of the SEC TorChor. 12/2554 - Not applicable as the Offeror is offering to purchase all of the remaining shares - 12. Source of funds to finance the Tender Offer As of the date of Tender Offer submission, the Company has only one type of securities which is the ordinary share. The Company has total issued and paid-up 300,000,000 ordinary shares with par value of one Baht per share and one voting right per share. In the event that all the shareholders of the Company who are not the Offeror accept the Mandatory Tender Offer, the total Tender Offer consideration value is Baht 1,072,500,000 (Baht 6.50 per share) or 55.00% of the total issued and paid-up shares of the Company. However, the Sellers (Mr. Kiatikul Monsereenusorn and Mr. Kitimethee Monsereenusorn) and Miss Tongrak Kijwatanachai, as aforementioned in Clause 5 of Part 1, have

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

undertaken not to sell their shares in the Tender Offer Period, totaling 71,223,650 shares or 23.74% of total issued and paid-up shares of the Company as follows: The details of these shareholders and their respective shares, which they have undertaken not to sell, are shown the following table: As a Percentage of Total As a Percentage of Total Number of Shares Name Issued and Paid-up Shares Voting Rights 1. Mr. Kiatikul Monsereenusorn 18,223,650 6.07 6.07 2. Mr. Kitimethee Monsereenusorn 49,000,000 16.33 16.33 3. Miss Tongrak Kijwatanachai 4,000,000 1.33 1.33 Total 71,223,650 23.74 23.74 Source: The Offeror

Miss Tongrak Kijwatanachai signed a Letter of Undertaking, as per Attachment 6 form 6-2, undertaking that she shall not sell her shares in an aggregate number of 4,000,000 shares in the Tender Offer Period. She instructed her securities broker to suspend all actions including sale, transfer, pledge, or whatsoever of her shares in the Company deposited in her securities account in an aggregate number of 4,000,000 shares throughout the Tender Offer Period. In this regard, her securities broker agreed that the release of such shares from the suspension could be made only upon the receipt of the co-signed release instruction from Miss Tongrak Kijwatanachai and the Offeror following the expiry of the Tender Offer Period.

In addition, the Sellers co-signed a Letter of Undertaking, as per Attachment 6 form 6-1, undertaking that they shall not sell their shares in an aggregate number of 67,223,650 shares in the Tender Offer Period, unless the number of tendered shares is less than the Minimum Tendered Shareholding. In the event that the number of tendered shares is less than the Minimum Tendered Shareholding, the Sellers shall tender their shares on the last day of the Tender Offer Period in an amount that will bring the total number of shares tendered to reach the Minimum Tendered Shareholding but in no case exceed 18,000,000 shares. The Sellers instructed their securities broker to suspend all actions including sale, transfer, pledge, or whatsoever of their shares in the Company deposited in their securities accounts in an aggregate number of 67,223,650 shares throughout the Tender Offer Period, with the only exception being the Sellers tendering their shares on the last day of the Tender Offer Period in an amount that in no case exceeds 18,000,000 shares, where the release of such shares from the suspension under the aforementioned condition would require the receipt of the co-signed release instruction from the Sellers and the Offeror.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

Therefore, the maximum number of shares that may be tendered by other shareholders shall be an aggregate number of 93,776,350 shares, totaling Baht 609,546,275 (Baht 6.50 per share), equivalent to 31.26% of the total issued and paid-up shares of the Company as calculated below: As a Percentage of Total Total Consideration Value No. of Shares Issued and Paid-up Shares (unit in THB) Shares not owned by the Offeror 165,000,000 55.00 1,072,500,000 Less: Shares not permitted to sell (71,223,650) (23.74) (462,953,725) Available Tender Shares 93,776,350 31.26 609,546,275

The source of funds to finance this Tender Offer and the purchase of shares from the Sellers on 29 September 2016 is from the credit facility supported by TMB Bank Public Company Limited (“TMB”) with the amount not exceeding Baht 1,020,000,000 as shown in Attachment 5. In this regard, the Tender Offer Preparer has reviewed the source of funds of the Offeror and considered that the Offeror has sufficient funds to conduct this Tender Offer. 13. Name of Tender Offer Agent Name: KT ZMICO Securities Company Limited Address: 15th Floor, Liberty Square Building, 287 North Silom Road, Bangrak, Bangkok, Thailand 10500 Contract Person: Khun Anothai Saringkarnkulkit (Operation Service Department) Telephone: 02-695-5043, 02-695-5036, 02-695-5056 Facsimile: 02-695-5840 Payment Date: The Offeror will make payment to the Offeree within 3 business days from the last day of the Offer Period, which is 18 November 2016 or in the event that the Tender offer Period is extended, 3 business days after the end of the extended Tender Offer Period which will be announced later. The Tender Offer Acceptance Form submitted by the Offeree must be correct and completed and the transfer of the tendered shares must be completed.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 Part 2 Information on the Offeror 1 Details of the Offeror 1.1 General Information Name: CE Lime (Thailand) Limited Address: 8/25 Cathay House 6th Floor, North Sathorn Road Silom Sub-District, Bangrak District, Bangkok 10500 Telephone: 02-696-8720 Facsimile: 02-696-8753 Company Registration Number: 0105559150061 1.2 Business information and other details of the Offeror (1) Business descriptions of the Offeror The Offeror is a company incorporated in Thailand established on 21 September 2016, for the core business of investing and holding shares of other companies. The shareholding structure of the Offeror is set out below:

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 The details of the core businesses of the Offeror and its shareholders (the “Group”) are as follows: 1.1) The Offeror CE Lime (Thailand) Limited (the “Offeror” or “CELT”) is established by Mr. Ishaan Shah and Asia Lime Pte. Ltd. as a holding company primarily for the purpose of investing in lime and lime related businesses.

1.2) Asia Lime Pte. Ltd. (“ALS”) Name: Asia Lime Pte. Ltd. Address: 24, Raffles Place, # 18-00 Clifford Centre, Singapore, 048621 Telephone: +65 6533 2323 Facsimile: +65 6533 7029 Company Registration Number: 201220131K Asia Lime Pte. Ltd. is a wholly owned Singapore-registered subsidiary of Carmeuse Eastern Pte. Ltd. and was set up as a regional headquarter for Southeast Asia to look at suitable investment opportunities, including lime and lime related businesses in the region with a view to expanding its geographical reach and grow both organically and through strategic acquisitions. At present, Asia Lime Pte. Ltd. has an investment in Thailand through an 80.00% owned subsidiary of Carmeuse Siam Company Limited. Carmeuse Siam Company Limited, a Board of Investment (BOI) promoted company, is currently involved in the commissioning of a dolime kiln plant in the South of Thailand to

produce dolomitic lime (CaOMgO) by calcining dolomite (CaMg(CO3)2). The dolomitic lime has many applications, including (i) as a soil and water conditioner; (ii) source of Calcium and Magnesium as nutrition for plants and shrimp farms; and (iii) a part of production for steel and glass manufacturers. At present, the commercial production is expected to start in 2018. The business of Carmeuse Siam Company Limited is not related to the Company since lime and dolomitic lime use different raw materials and; lime and dolomitic lime are used for different applications.

1.3) Carmeuse Eastern Pte. Ltd. (“CE”) Name: Carmeuse Eastern Pte. Ltd. Address: 24, Raffles Place, #18-00, Clifford Centre, Singapore-048621 Telephone: +65 6533 2323 Facsimile: +65 6533 7029 Company Registration Number: 201220139W

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 Carmeuse Eastern Pte. Ltd. is a holding company and was set up in Singapore by Carmeuse Middle East & Asia S.A. and Eastern Energy Inc. to explore business opportunities in Asia and the Middle-East. The primary purpose of this company is to hold shares in ALS which is the investment vehicle for the Group in the region.

1.4) Eastern Energy Inc. (“EEI”) Name: Eastern Energy Inc. Address: ADR Building, 13th floor Samuel Lewis Avenue & 58th Street, Panama, Republic of Panama Telephone: +507 269 2255 / 264 8911 Facsimile: +507 246 7033 / 269 1552 Company Registration Number: 394388/194339 Eastern Energy Inc. is a Panama-registered international energy and minerals commodity trader, an owner of the largest limestone quarry in Oman, and a producer of lime with experience in extraction and processing of limestone into lime for industrial and commercial customers. EEI and its subsidiaries have invested in various joint ventures and equity investments in several countries including Singapore and Oman. In Singapore, the company has two businesses; one focused on chartering of ships for freight and the other in coal trading business. In Oman, EEI has a stake in Majan Mining Co., Ltd, the owner and operator of a limestone quarry in Salalah, and through its wholly owned subsidiary, Oman Lime Pte. Ltd., EEI also holds a minority stake in Carmeuse Majan SFZ, a producer of lime for domestic and export markets.

1.5) Carmeuse Middle East & Asia S.A. (“CMEA”) Name: Carmeuse Middle East & Asia S.A. Address: 9, avenue Guillaume, L-1651 Luxembourg Telephone: + 352 264 585 23 Facsimile: + 352 264 417 99 Company Registration Number: B165367 Carmeuse Middle East & Asia S.A. is a Luxembourg-registered wholly owned subsidiary of Carmeuse Holding S.A. CMEA serves as a holding company to pursue investment opportunities in the lime and limestone business in the Middle-East and South East Asia. CMEA created a branch in Dubai to commercialize lime products into the Middle-East and India. The company owns 10.00% minority interest of Majan Mining LLC, a company operating a limestone quarry in Salalah, Sultanate of Oman. The company also owns 51.00% of Carmeuse Majan LLC, a company operating a state of the art lime production plant in Sultanate of Oman. In 2015, the Company also invested in 51.00% of Carmeuse

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 Eastern Pte. Ltd., a private limited company incorporated and domiciled in the Republic of Singapore, aiming at supporting the development of Carmeuse Holding S.A. in Southeast Asia Region.

1.6) Carmeuse Holding S.A. (“CH”) Name: Carmeuse Holding S.A. Address: 9 Avenue Guillaume, L-1651 Luxembourg Telephone: + 352 264 585 23 Facsimile: + 352 264 417 99 Company Registration Number: B114218 Carmeuse Holding S.A. is a Luxembourg-registered parent company of the Carmeuse Group, an international producer of lime and lime-related products with more than 150 years of experience in the extraction and processing of limestone and dolomitic stone into lime and lime-related products for industrial and commercial customers. As the world’s second largest producer of lime and limestone products, CH and its subsidiaries, associated and related companies operate through wholly owned subsidiaries, joint ventures and equity investments and have facilities in several countries including the Netherlands, Belgium, Luxembourg, Italy, Switzerland, Turkey, Ghana, USA, Canada, Romania, Hungary, Bosnia, Serbia, Czech Republic, Slovakia, and Oman. What contributes to CH as a leader in its industry is the combination of cutting-edge technologies, a commitment to quality, coupled with a dedication to environmental care and resource management that is the standard in its field. The Carmeuse Group, with a long and robust history beginning in 1860 in the middle of the industrial revolution, was founded by Mr. Léon Collinet as the Belgian-based, family- owned quarrying operation. CH has grown into a global presence in the limestone and lime products industry. CH succeeded in bringing together several independent quarries to become one of the major Belgian players and in getting through the wars and crises of the 20th century. At the beginning of the eighties, CH expanded outside its borders, first in the neighboring countries like France and the Netherlands but also in Italy and then rapidly in the United States and Canada. During the nineties, CH continued to grow in Turkey and West Africa. At the turn of the century, CH took on a new dimension in Central Europe. CH is now one of the major producers of lime and limestone related products. Its products are used in numerous and unsuspected applications providing for daily and essential needs. The principal products of CH include high-calcium quicklime and hydrated lime, dolime and dolomitic hydrated lime which are used in a variety of industrial and commercial sectors, including the iron and steel, building and construction, waste and water

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 treatment, chemical, paper, oil and gas, and glass industries. CH also sells crushed and pulverized limestone and dolomitic stone, as well as aggregates, which are used mainly in road construction and cement and concrete manufacturing. CH is also developing products for the sale of precipitated calcium carbonate, flue gas desulphurization, water treatment, and other applications.

1.7) Mr. Ishaan Shah Name: Mr. Ishaan Shah Age: 28 years Address: 25/1 Soi Sukhumvit 13, Khlong Toey Nua Wattana, Bangkok 10110, Thailand National Identification: 1100400449801 Telephone: 02-696-8834 Education: Bachelor of Science in Business Administration, concentrations in Finance and Law, University of Southern California, Los Angeles, CA, United States Training: Director Certificate Program (DCP) by Institute of Directors (IOD) Seatrade Academy, University of Cambridge, The United Kingdom Work Experience: 2016 – Present: Director, CE Lime (Thailand) Limited 2013 – Present: Director, Mega Lifesciences Public Company Limited 2012 – Present: Director, Christiani & Nielsen (Thai) Public Company Limited 2011 – Present: Director, Precious Shipping Public Company Limited. 2008 – Present: Director, Globex Corporation Limited 2008 – Present: Director, Graintrade Limited

1.8) Mr. Krishnan Subramanian Aylur Name: Mr. Krishnan Subramanian Aylur Age: 48 years Address: 168/66 Soi Sukhumvit 23 Bangkok 10110 Thailand Passport no: Z2667778 Telephone: 081-814-6820 Education: Master of Business Administration, International Trade, Indian Institute of Foreign Trade, India

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 Bachelor of Technology (Mining Engineering), Indian Institute of Technology (Indian School of Mines), India Work Experience: 2016 – Present: Director, CE Lime (Thailand) Limited 2015 – Present: Director, Carmeuse Eastern Pte. Ltd. 2015 – Present: Director, Carmeuse Siam Ltd. 2015 – Present: Director, Associated Industries Ltd. 2013 – Present: Director, Eastern Energy Chartering Pte. Ltd. 2006 – Present: Director, Majan Mining Co LLC 2004 – Present: Vice President, Premthai International Ltd. 2002 – Present: Director, Eastern Energy Pte. Ltd. 2001 – Present: Director, Eastern Energy Inc.

(2) Registered and paid-up capital of the Offeror and the Group 2.1) The Offeror The Offeror has total registered and paid-up capital of THB 175,000,000, comprising an aggregate number of 1,750,000 shares, 857,500 of which are ordinary shares and the rest are preferred shares, with par value of THB 100.

2.2) Asia Lime Pte. Ltd. Asia Lime Pte. Ltd. has total registered and paid-up capital of USD 1,150,000, comprising an aggregate number of 1,150,000 ordinary shares, with par value of USD 1.

2.3) Carmeuse Eastern Pte. Ltd. Carmeuse Eastern Pte. Ltd. has total registered capital and paid-up capital of USD 1,225,000, comprising an aggregate number of 1,225,000 ordinary shares, with par value of USD 1.

2.4) Eastern Energy Inc. Eastern Energy Inc. has total registered and paid-up capital of USD 100,000, comprising an aggregate number of 1,000 ordinary shares, with par value of USD 100.

2.5) Carmeuse Middle East & Asia S.A. Carmeuse Middle East & Asia S.A. has total registered and paid-up capital of EUR 23,000,000, comprising an aggregate number of 230,000 ordinary shares, with par value of EUR 100.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 2.6) Carmeuse Holding S.A. Carmeuse Holding S.A. has total registered and paid-up capital of EUR 157,089,100, comprising an aggregate number of 448,826 ordinary shares, with par value of EUR 350. (3) List of shareholders of the Offeror and the Group 3.1) List of shareholders of the Offeror as at 26 September 2016 % comparing to % comparing to No Name No. of shares the total paid-up the total voting shares rights 1 Mr. Ishaan Shah 892,499 51.00 34.23 2 Asia Lime Pte. Ltd. 857,500 49.00 65.77 3 Mr. Krishnan Subramanian Aylur 1 0.00 0.00 Total 1,750,000 100.00 100.00 Note: 1) 892,499 shares of Mr. Ishaan Shah and one share of Mr. Krishnan Subramanian Aylur are in form of preferred shares. Two preferred shares are entitled to one voting right. 2) 857,500 shares of Asia Lime Pte. Ltd. are in form of ordinary shares. Each ordinary share is entitled to one voting right.

3.2) Asia Lime Pte. Ltd. is a wholly owned subsidiary of Carmeuse Eastern Pte. Ltd. as at 31 December 2015 3.3) List of shareholders of Carmeuse Eastern Pte. Ltd. as at 31 December 2015 % comparing to % comparing to No Name No. of shares the total paid-up the total voting shares rights 1 Carmeuse Middle East & Asia S.A. 624,750 51.00 51.00 2 Eastern Energy Inc. 600,250 49.00 49.00 Total 1,225,000 100.00 100.00

3.4) Carmeuse Middle East & Asia S.A. is a wholly owned subsidiary of Carmeuse Holding S.A. as at 31 December 2015 3.5) List of shareholders of Eastern Energy Inc., as at 31 December 2015 % comparing to % comparing to No Name No. of shares the total paid-up the total voting shares rights 1 Mr. Ishaan Shah 90 90.00 90.00 2 Mr. Krishnan Subramanian Aylur 10 10.00 10.00 Total 100 100.00 100.00

3.6) List of major shareholders of Carmeuse Holding S.A. as at 31 December 2015 The majority of the outstanding ordinary shares of Carmeuse Holding S.A. are in bearer form. To the best of the Offeror’s knowledge, the descendants of the extended families of Mr. Léon

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 Collinet, the founder of Carmeuse Group, collectively and indirectly own, on a fully diluted basis, more than 60.00% of the outstanding ordinary shares of CH, which are also in bearer form. Cobepa S.A., a Brussels-based privately-held investment company with a diversified investment portfolio valued at EUR 1,800 million, indirectly owns 20.00% of the outstanding ordinary shares of CH. Limelux S.A., an investment vehicle, is a Luxembourg registered company which owns 4.00% of the outstanding shares of CH. The vast majority of the remainder of CH’s outstanding ordinary shares is held by other individual or institutional shareholders. Other than as described above, the Offeror is not aware of any single shareholder who directly or indirectly owns more than 3.00% of CH’s outstanding ordinary shares on a fully diluted basis. To the best of the Offeror knowledge there are agreements in place between the descendants of the extended families of Mr. Léon Collinet, the founder of Carmeuse Group, Cobepa and Limelux aimed at protecting some minority shareholders rights; none of Carmeuse Group entities are a party to such agreements. As a global professionally-managed company, the decisions regarding the operations and investment opportunities of CH rest with the management and Board of Directors, not the shareholders as such. On 26 January 2016, the Board of Directors of CH discussed and considered the acquisition of shares of the Company. On 22 April 2016, the Board of Directors meeting passed a resolution to acquire the shares of the Company and the subsequent Tender Offer for the securities of the Company.

(4) List of the Board of Directors of the Offeror and the Group 4.1) Members of the Board of Directors of the Offeror as at 26 September 2016 No Name Position 1 Mr. Ishaan Shah Director 2 Mr. Krishnan Subramanian Aylur Director 3 Mr. Shiraz Erach Poonevala Director 4 Mr. Timothé Arthur Maria Van Den Bossche Director

4.2) Members of the Board of Directors of Asia Lime Pte. Ltd. as at 31 December 2015 No Name Position 1 Mr. Ajaib Hari Dass Director

4.3) Members of the Board of Directors of Carmeuse Eastern Pte. Ltd. as at 31 December 2015 No Name Position 1 Mr. Ajaib Hari Dass Director 2 Mr. Krishnan Subramanian Aylur Director 3 Mr. Ishaan K Shah Director 4 Mr. Rainer Parvis Regenberg Director 5 Ms. Nathalie Schubert Director

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 4.4) Members of the Board of Directors of Eastern Energy Inc. as at 31 December 2015 No Name Position 1 Mr. Ishaan Shah Director 2 Mr. Niran Sindhupakorn Director / Secretary 3 Mr. Krishnan Subramanian Aylur Director / President 4 Mr. Shirish Sharma Director / Treasurer

4.5) Members of the Board of Directors of Carmeuse Middle East & Asia S.A. as at 31 December 2015 No Name Position 1 Mr. Rodolphe Collinet Chairman of Board of Directors / CEO 2 Ms. Nathalie Schubert Director 3 Mr. Yves Schoonejans Director 4 Mr. Rainer Regenberg Director 5 Mr. Yves Willems Director

4.6) Members of the Board of Directors of Carmeuse Holding S.A. as at 31 May 2016 No Name Position 1 Mr. Axel Miller Chairman of Board of Directors 2 Mr. Baron Rodolphe Collinet Director / CEO 3 Mr. Philippe Collinet Director / Audit Committee 4 Mr. Vicomte Philippe De Spoelbergh Director 5 Newanda SCS, Represented By Mr. Daniel Gauthier Director 6 Mr. Jean-Marie Laurent Josi Director / Audit Committee 7 Mr. Philippe Tomson Director 8 Mr. Bernard Woronoff Director / President Audit Committee 9 Ms. Barabara t’Kint de Roodenbeke Director 10 Mr. Vincent Reuter Director 11 Monticello Sprl, Represented By Mr. Baron Cornelis Director 12 Mr. Baron Dominique Moorkens Director

On 26 January 2016, the Board of Directors of CH discussed and considered the acquisition of shares of the Company. On 22 April 2016, the Board of Directors meeting passed a resolution to acquire the shares of the Company and the subsequent Tender Offer for the securities of the Company.

(5) Summary of Financial Position and Performance of the Offeror and the Group 5.1) The Offeror, established on 21 September 2016, has no record of financial position and performance. 5.2) Asia Lime Pte. Ltd., established on 14 August 2012, has total assets of USD 1,120,951 and total shareholders’ equity of USD 1,051,793 as of 31 December 2015.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 5.3) Carmeuse Eastern Pte. Ltd., established on 14 August 2012, has total assets of USD 1,224,921 and total shareholders’ equity of USD 1,204,420 as of 31 December 2015. 5.4) Eastern Energy Inc., registered in Panama, is not required to prepare audited financial statements, and therefore has no audited financial statements.

5.5) Carmeuse Middle East & Asia S.A., established on 14 December 2011, has total assets of EUR 20,996,836 and total shareholders’ equity of EUR 1,271,598 as of 31 December 2015. 5.6) Carmeuse Holding S.A. Reviewed Financial Audited Financial Statements Statements For the Three- For the year ended Month Period Ended 31 31 December March 2013 2014 2015 2016 (Unit: Euros mm unless stated otherwise) Separate Consolidated Separate Consolidated Separate Consolidated Consolidated* Total Assets 418 1,557 474 1,635 470 1,794 1,706 Total Liabilities 33 1,043 5 1,117 1 1,240 1175 Total Shareholders’ Equity 385 514 469 518 469 554 531 Total Equity Attributable to the - 500 - 501 - 547 524 Owners of the Parents Non-controlling Interest - 14 - 17 - 7 7 Registered Capital 157 157 157 157 157 157 157 Paid-up Capital 157 157 157 157 157 157 157 Total Revenue** 10 1,289 108 1,308 20 1,438 282 Total Expense*** 6 1,233 6 1,283 2 1,405 289 Net Income 4 56 102 25 18 33 (7) Total Shares (shares) 449,309 449,309 449,309 449,309 449,309 449,309 449,309 Earning per share**** 9.41 125.77 227.94 55.22 40.50 73.86 n/a Dividend per share***** 40.00 39.06 41.20 39.98 41.20 39.97 n/a Book value per share**** 857.77 1,112.73 1,044.51 1,117.27 1,043.81 1,216.28 1,166.92

Note: * The review of quarterly financial statements is performed only on consolidated financial statements. ** Total revenue comprises of operating business, financial instruments, and sand business *** Total expense comprises of cost of raw materials and selling and administrative expense **** Calculated from the total paid-up shares ***** The dividend is announced in each period in the financial statements Source: Financial statements of Carmeuse Holding S.A.; The Securities Holders can access the financial statements from http://www.carmeuse.com/financial- statements-2013-2016. Other relevant information of Carmeuse Holding S.A. can be found at http://www.carmeuse.com.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 (6) Material encumbrance 6.1) The Offeror Having been established on 21 September 2016, the Offeror does not have any historical financial position or performance, or any audited financial statements. 6.2) Asia Lime Pte. Ltd. - None - 6.3) Carmeuse Eastern Pte. Ltd. - None - 6.4) Eastern Energy Inc. - None - 6.5) Carmeuse Middle East & Asia S.A. - None - 6.6) Carmeuse Holding S.A. The minimum future rentals under non-cancelable operating leases as of 31 December 2015 and 2014 are as follows:

Consolidated Financial Information Audited Audited 31 December 31 December (Unit: Euros mm unless stated otherwise) 2015 2014 Short term portion due 24 21 Portion due within 1 and 5 years 36 38 Portion due after 5 years 1 - Total 61 59 Source: Financial statements of Carmeuse Holding S.A.

Outstanding letters of credit totaled EUR 15.9 million in 2015 as compared to EUR 16.3 million in 2014. Part of said letters of credit is covered by cash collaterals for EUR 3.2 million. Carmeuse Holding S.A. is engaged in a number of litigations and risk exposures. In this respect, it is the management’s opinion that Carmeuse Holding S.A. is adequately covered by provisions and/or insurances. Carmeuse Holding S.A. acts as guarantor in the context of the 2015 multicurrency term (of EUR 150 million and USD 330 million) and revolving facility agreement (of EUR 245 million) granted to the subsidiaries. Carmeuse Holding also acts as guarantor of the renewed bond of EUR 50 million with the SRIW, a corporate body of the Belgian Walloon region.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 (7) Criminal records of the Offeror and the Group - None - (8) Pending litigation of the Offeror and the Group The Offeror and the Group do not have any legal dispute that may pose material negative impact on the Offeror and the Group’s assets nor any pending litigation that may have material impact on their business nor any other pending litigation in their other business that is not related to its ordinary course of business.

2 Details of the Preparer of the Tender Offer Name: TMB Bank Public Company Limited Address: 3000 Phaholyothin Road, Jompol, Chatu Chak Bangkok 10900 Telephone: 02-299-2615, 02-299-4255 Facsimile: 02-299-2568

3 Details of Other Advisors Name: Thanathip & Partners Legal Counsellors Limited Role: Legal Advisor Address: 17th Floor, Tonson Tower 900 Ploenchit Road Lumphini Pathumwan Bangkok 10330 Telephone: 02-689-4900 Facsimile: 02-689-4910

4. Relationship between the Offeror and the Company, Major Shareholders or Directors of the Company 4.1. Summary of a contract/agreement/memorandum of understanding made by the Offeror prior to submission of the Tender Offer for the purpose of buying and selling the Company’s securities in material respects: The Offeror has entered into a Share Purchase Agreement with conditions precedent (the “SPA”) with Mr. Kiatikul Monsereenusorn and Mr. Kitimethee Monsereenusorn (the “Sellers”) on 16 August 2016 for the acquisition of the ordinary shares of Golden Lime Public Company Limited (the “Company” or “SUTHA”). The total number of Company’s ordinary shares acquired is 135,000,000 shares, representing 45.00% of the Company’s total issued and paid-up shares. Under the SPA, the Offeror and the Sellers have agreed the consideration in THB currency, in an amount of Baht 877,500,000 (the “Purchase Price”) or at a price of Baht 6.50 per share. The Sellers agree to sell their ordinary shares as follows:

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

Major shareholder of Company No. of shares agreed to sell Percentage of total shares Mr. Kiatikul Monsereenusorn 112,269,750 37.42 Mr. Kitimethee Monsereenusorn 22,730,250 7.58 Total 135,000,000 45.00

The summary of key terms and conditions is as follows: The Offeror shall have entered into relevant financing agreements with a financial institution under which it is able to draw down the loan amount to finance the Purchase Price and the subsequent Tender Offer for the securities of the Company. The Board of Directors of the Company shall have approved the appointment of three persons nominated by the Offeror to the Board of Directors of the Company and the change of authorized signatory. The Sellers shall not, and shall procure that Miss Tongrak Kijwatanachai shall not, sell their shares during the Tender Offer Period. However, in case the number of tendered shares is less than 18,000,000 shares, equivalent to 6.00% of the total issued shares of the Company (the “Minimum Tendered Shareholding”), the Sellers shall sell their shares in the Tender Offer in an amount that will bring the total number of shares tendered at the end of the Tender Offer Period to reach the Minimum Tendered Shareholding but in no case exceed 18,000,000 shares on the last day of the Tender Offer Period. The Sellers shall not tender more than 18,000,000 shares in the Tender Offer Period in any circumstances. The Sellers agree and shall procure Miss Tongrak Kijwatanachai to sign a Letter of Undertaking not to sell their shares in the Company to the Offeror during the Tender Offer Period and shall deny the Offeror’s offer except, in case of the Sellers, for the circumstance set out above. The Sellers agree to provide the Offeror an amount equivalent to 20.00% of the Purchase Price (the “Escrow Amount”) to be deposited in an escrow account to be opened with a reputable bank for a period of two years as security for breach of the Sellers’ representations and warranties. The Escrow Amount shall be released in full based on terms under the SPA unless a claim for breach of such representations and warranties is made against the Sellers. Mr. Kiatikul Monsereenusorn agrees to continue to support and act for the Company for the purposes of (i) transitioning the day to day management, (ii) managing the engineering and barite businesses, and (iii) occupying such other management positions for a period of 24 months following the sale of the sale shares under the SPA.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 4.2. Shareholding, either direct or indirect, by the Offeror or its authorized persons (in the case that the Offeror is a juristic person) in the Company or its major shareholders (in the case that the major shareholder of the Company is a juristic person) As of 29 September 2016, the Offeror acquired the ordinary shares of SUTHA in the aggregate number of 135,000,000 shares, equivalent to 45.00% of the Company’s total issued and paid-up shares.

4.3. Shareholding, either direct or indirect, by the Company, its major shareholders or management in the Offeror - None -

4.4. Other forms of relationships that may exist between the Offeror and the Company, its major shareholders or management (1) Shared Directors On the Completion Date, 29 September 2016, the Company’s Board of Directors passed a resolution to appoint three persons, designated by the Offeror, to be the new directors of the Company in replacement of the resigning directors, effective 29 September 2016. Two of those new directors are shared directors of the Offeror and the Group, as follows: 1.1) Shared Directors between the Offeror and the Company No Name Position 1 Mr. Timothé Arthur Maria Van Den Bossche Chairman of Board of Directors 2 Mr. Krishnan Subramanian Aylur Director 1.2) Shared Director between Eastern Energy Inc. and the Company No Name Position 1 Mr. Krishnan Subramanian Aylur Director 1.3) Shared Director between Carmeuse Eastern Pte. Ltd. and the Company No Name Position 1 Mr. Krishnan Subramanian Aylur Director

(2) Related Party Transactions - None -

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 5. Other relevant information for the securities holders’ decision making 5.1. The securities held by the Offeror prior to making the Tender Offer (1) Securities as of 29 September 2016

Percentage of no. of Percentage of no. of shares compared with shares compared Name Type No. of shares no. of issued and with total voting paid-up shares rights I. The Offeror Ordinary 135,000,000 45.00 45.00 II. Persons in the same group as the - - - - Offeror III. Related Parties, according to Section 258 accordance with I - - - - and II IV. Other agreements which cause person in accordance with I-III gain - - - - more securities Total 135,000,000 45.00 45.00 (2) Convertible Securities - None –

5.2. Source of funds of the Offeror for the acquisition of shares of the Company As of the date of Tender Offer submission, the Company has only one type of securities which is the ordinary share. The Company has total issued and paid-up 300,000,000 ordinary shares with par value of one Baht per share and one voting right per share. In the event that all the shareholders of the Company who are not the Offeror accept the Mandatory Tender Offer, the total Tender Offer consideration value is Baht 1,072,500,000 (Baht 6.50 per share) or 55.00% of the total issued and paid-up shares of the Company. However, the Sellers (Mr. Kiatikul Monsereenusorn and Mr. Kitimethee Monsereenusorn) and Miss Tongrak Kijwatanachai, as aforementioned in Clause 5 of Part 1, have undertaken not to sell their shares in the Tender Offer Period, totaling 71,223,650 shares or 23.74% of total issued and paid-up shares of the Company as follows:

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 The details of these shareholders and their respective shares, which they have undertaken not to sell, are shown the following table: As a Percentage of Total As a Percentage of Number of Shares Issued and Paid-up Name Total Voting Rights Shares 1. Mr. Kiatikul Monsereenusorn 18,223,650 6.07 6.07 2. Mr. Kitimethee 49,000,000 16.33 16.33 Monsereenusorn 3. Miss Tongrak Kijwatanachai 4,000,000 1.33 1.33 Total 71,223,650 23.74 23.74 Source: The Offeror

Miss Tongrak Kijwatanachai signed a Letter of Undertaking, as per Attachment 6 form 6-2, undertaking that she shall not sell her shares in an aggregate number of 4,000,000 shares in the Tender Offer Period. She instructed her securities broker to suspend all actions including sale, transfer, pledge, or whatsoever of her securities account in an aggregate number of 4,000,000 shares in the Company deposited in her security account throughout the Tender Offer Period. In this regard, her securities broker agreed that the release of such shares from the suspension could be made only upon the receipt of the co-signed release instruction from Miss Tongrak Kijwatanachai and the Offeror following the expiry of the Tender Offer Period.

In addition, the Sellers co-signed a Letter of Undertaking, as per Attachment 6 form 6-1, undertaking that they shall not sell their shares in an aggregate number of 67,223,650 shares in the Tender Offer Period, unless the number of tendered shares is less than the Minimum Tendered Shareholding. In the event that the number of tendered shares is less than the Minimum Tendered Shareholding, the Sellers shall tender their shares on the last day of the Tender Offer Period in an amount that will bring the total number of shares tendered to reach the Minimum Tendered Shareholding but in no case exceed 18,000,000 shares. The Sellers instructed their securities broker to suspend all actions including sale, transfer, pledge, or whatsoever of their securities in an aggregate number of 67,223,650 shares in the Company deposited in their security accounts throughout the Tender Offer Period, with the only exception being the Sellers tendering their shares on the last day of the Tender Offer Period in an amount that in no case exceed 18,000,000 shares, where the release of such shares from the suspension under the aforementioned condition would require the receipt of the co- signed release instruction from the Sellers and the Offeror.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

As a Percentage of Total Total Consideration Value No. of Shares Issued and Paid-up Shares (unit in THB) Shares not owned by the Offeror 165,000,000 55.00 1,072,500,000 Less: Shares not permitted to sell (71,223,650) (23.74) (462,953,725) Available Tender Shares 93,776,350 31.26 609,546,275

in case the Offeror is obliged to comply with applicable laws, rules and regulations effective at that time; and/or in case there is a need to provide liquidity to the Offeror and the Group; and/or in case the Offeror develops business, shareholding restructuring and/or business restructuring within the Offeror and the Group after the Tender Offer, for the benefit of shareholders of the Offeror and the Company.

5.4. Other essential information - None –

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 Part 3 Information on the Company 1. Details of the Company 1.1. General Business Information Name: Golden Lime Public Company Limited (“SUTHA”) Address: No. 8/222 Moo 3, Srisamarn Road, Soi 2 Banmai, Pakkred Nonthaburi 11120 Telephone: 02-961-8652-6 Facsimile: 02-961-8650-1 Company Registration No.: 0107556000248 1.2 Overview of the company’s operations SUTHA engages in manufacturing and distribution of 1) Lime (Calcium Oxide and Calcium Hydroxide), 2) Calcium Carbonate, 3) Trading products and other products and services, and 4) Sales and installation of machineries and equipment. Lime is widely used in the production process of various industries, for example, steel, pulp and paper, mining, sugar, construction, and chemical industries. Calcium Carbonate can be used as filler and/or extender in plastic and rubber industries. The Company supplies lime and Calcium Carbonate for both domestic and overseas customers. The Company has two factories located in Chongsarika Sub-district, Lopburi and Napralan Sub-district, Saraburi. SUTHA has 6 kilns for burnt lime operating 24 hours a day, with a total production capacity of 900 tons/day (328,500 tons/year). Kilns are automatically controlled by modern computerized systems and closely monitored by experienced and skilled staff. The Company’s products and services can be divided into four categories as follows: 1. Lime Product 1.1. Calcium Oxide (CaO) or Quicklime Quicklime is derived from burning limestone, containing mostly Calcium Carbonate (CaCO3), at approximately 900 degrees Celsius. Limestone turns into Calcium Oxide (white-burnt limestone sized 1.5 – 4 inch). A lump of quicklime can be ground into smaller size as peddle or powder. The Company supplies quicklime in the form of lump, peddle and power depending on customers’ specific needs.

1.2. Calcium Hydroxide (Ca(OH)2) or Hydrated Lime Hydrated Lime is derived from a continual production process from quicklime production. Burnt

lime (Quicklime) is ground and treated with water (H2O). After a chemical reaction (Quicklime and Water), Calcium Hydroxide is derived in a powder form which is then sold to customers in forms of packaging or bulk truck.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

2. Calcium Carbonate (CaCO3) Calcium Carbonate is the product in white powder form resulting from grinding calcite into very small particles. The Company supplies two types of Calcium Carbonate, namely Uncoated Calcium Carbonate and Coated Calcium Carbonate. 3. Trading products and other services Trading products for domestic and overseas customers comprise of trading of lime and Calcium Carbonate, burnt dolomite and chemicals used in industries. In addition, the Company provides grinding services to customers. 4. Sales and installation of machinery and equipment The Company sells, assembles and installs machineries and equipment relating to production of lime, including lime kilns, Calcium Oxide conveyance systems, fuel burning parts, etc. and provides advisory services to clients on procurement, installation, production and maintenance of equipment and machineries.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 Financial Highlights and Performance of the Company Summary of financial statements for the latest three years ended 31 December 2013 – 2015 and six-month period ended 30 June 2016 are as follows:

Reviewed Financial Audited Financial Statements Statements For the Six- for the Year Ended 31 December Month Period Ended 30 June 2013 (Unit: THB mm unless stated 2014 2015 2016 otherwise) (Restated) Total Assets 793 914 1,013 954 Total Liabilities 505 296 387 374 Shareholders’ Equity 287 618 626 580 Attributable to the Equity Holders of 2 287 618 626 580 the Company Non-Controlling Interests - - - - Registered Capital 300 300 300 300 Paid-up Capital 225 300 300 300 Total Revenue* 857 1082 942 436 Total Expense** 722 925 824 382 Net Income 101 128 97 45 Attributable to the Equity Holders of 101 128 97 45 the Company Non-Controlling Interests - - - - Total Shares (million shares) 225 300 300 300 Earnings Per Share (Baht)*** 0.45 0.43 0.32 0.15 Dividend Per Share (Baht)**** 0.50 0.30 0.45 0.08 Book Value Per Share (Baht)*** 1.28 2.06 2.09 1.93 Note: * Total revenue comprises of revenue from sales and services. ** Total expense comprises of cost of sales and services. *** Calculated from total registered and paid-up shares. **** Dividend per share is announced according to each performance year of the Company Equity holders can access to financial statements or other relevant information of the Offeror from SEC website (www.sec.or.th) or SET website (www.set.or.th) Source: The Company’s financial statements and SETSMART

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 1.3 Shareholding Structure (1) The top 10 shareholders from the latest shareholder registration as of August 31, 2016 are as follows:

As a Percentage of As a Percentage Number of Shares Total Issued and of Total Voting Rank Name Paid-up Shares Rights 1 Mr. Kiatikul Monsereenusorn 130,493,400 43.50 43.50 2 Mr. Kitimethee Monsereenusorn 71,730,250 23.91 23.91 3 Thai NVDR Co., Ltd 10,096,100 3.37 3.37 4 Mr. Promote Possawong 5,101,500 1.70 1.70 5 Miss Tongrak Kijwatanachai 4,250,000 1.42 1.42 6 Mr. Cherdkiat Monsereenusorn 4,000,000 1.33 1.33 7 Mr. Pairin Momtairat 3,020,700 1.01 1.01 8 Mr. KunPhet Sarasas 3,000,000 1.00 1.00 9 Miss Sarinee Nuengjumnong 2,606,000 0.87 0.87 10 Mr. Natthaphan Thanangtanurak 2,000,000 0.67 0.67 Source: SETSMART

(2) Anticipated shareholding structure after the Tender Offer In the event that all the Offerees sell all their shares in this Tender Offer except the portions held and undertaken not to sell by Mr. Kiatikul Monsereenusorn, Mr. Kitimethee Monsereenusorn and Miss Tongrak Kijwatanachai, the shareholding structure will be as follows:

As a Percentage of As a Percentage Number of Total Issued and of Total Voting No. Name Shares Paid-up Shares Rights 1 CE Lime (Thailand) Limited 228,776,350 76.26 76.26 2 Mr. Kiatikul Monsereenusorn 18,223,650 6.07 6.07 3 Mr. Kitimethee Monsereenusorn 49,000,000 16.33 16.33 4 Miss Tongrak Kijwatanachai 4,000,000 1.33 1.33 Total 300,000,000 100.00 100.00

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 1.4. List of the Company’s Board of Directors from the latest registration as of 31 August 2016

Name Position 1. Mr. Cherdkiat Monsereenusorn Chairman of the Board of Directors 2. Mr. Kiatikul Monsereenusorn Managing Director/ Director 3. Mr. Puncharit Monsereenusorn Director 4. Mr. Kitimethee Monsereenusorn Director 5. Mr. Sripop Sarasas Independent Director/ Chairman of Audit Committee 6. Mr. Suvit Mapaisansin Independent Director/ Audit Committee 7. Mr. Bowon Vongsinudom Independent Director/ Audit Committee Sources: SETSMART Anticipated Board of Directors after the Tender Offer Under the SPA, on the Completion Date, the Sellers shall proceed to hold the meeting of board of directors of the Company to appoint three persons, designated by the Offeror, to be the new directors of the Company in replacement of resigning directors. As a result, on 29 September 2016, the Completion Date, the Company appointed three directors, and the list of directors on the Completion Date is as follows:

After completion of the Tender Offer, the Offeror may make a change to the Board of Directors as deemed appropriate, such as any resignation or retirement by rotation of any Board members or appointment of more Board members according to the percentage of share ownership, etc. Should there be any such change in the Board composition, the Offeror will take appropriate actions to comply with the Articles of Association of the Company and Notification of the Office of the Securities and Exchange Commission Re: Guidelines for Application and Approval for Appointment of Person to be Director or Manager of Securities Company B.E. 2553 and Notification of the Securities and Exchange Commission No. 8/2553 RE: Determination of Untrustworthy Characteristics of Company Directors and Executives, including all requisite laws and regulations imposed by the relevant agencies and authorities. Prior to 1 January 2017, the Offeror would propose the appointment of additional two directors to the Board of Directors, totaling 9 directors (from previously having 7 directors), and expects that the list of

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 directors shall be as follows, subject to the result of the extraordinary general meeting of shareholders of the Company on 11 November 2016.

Name Position 1. Mr. Timothé Arthur Maria Van Den Bossche Chairman of the Board of Directors 2. Mr. Kiatikul Monsereenusorn Managing Director / Director 3. Ms. Nishita Shah Director 4. Mr. Krishnan Subramanian Aylur Director 5. Mr. Alexandre Antoine J. Boonen Director * 6. Ms. Kristel Verleyen Director * 7. Mr. Sripop Sarasas Independent Director/ Chairman of Audit Committee 8. Mr. Suvit Mapaisansin Independent Director / Audit Committee 9. Mr. Bowon Vongsinudom Independent Director / Audit Committee Note: *Directors who will be proposed for appointment at the extraordinary general meeting of shareholders of SUTHA, to be held on 11 November 2016 Source: the Offeror 1.5. Highest and lowest price of the company’s share in each quarter for the last three years

Lowest ad Highest Price (Baht per share) Year Period Lowest Price Highest Price Apr – Jun 3.94 8.00 2014 Jul – Sep 7.30 9.95 Oct – Dec 6.90 10.10 Jan – Mar 6.95 8.90 Apr – Jun 7.00 8.10 2015 Jul – Sep 5.20 7.25 Oct – Dec 4.90 7.80 Jan – Mar 5.00 6.55 Apr – Jun 5.65 6.35 2016 Jul – Aug 5.55 6.35 1 – 28 Sep 5.95 6.50 Source: SETSMART Note: Information as of 28 September 2016

2. Business Plan after Takeover 1.1. The Company’s status The Offeror does not have an intention to delist SUTHA from being the registered securities in the Stock Exchange of Thailand during the 12 months period after the end of the Tender Offer Period, except in the case that SUTHA is not eligible to maintain its listing status as stipulated by the applicable rules and regulations, and is required to delist its securities from being the registered securities.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 1.2. Policies and plans of business operations The Offeror does not have any plan or policy to materially change the Company’s business operations or dividend policy within 12 months and still has the intention to maintain SUTHA’s original course of business. Nonetheless, the Offeror may consider altering the business policy, strategy, organization structure, human resources, and financial structure as necessary and appropriate in order to enhance the efficiency of the business operation, management and the business development plan and growth of the Company to create the joint benefit for the Company and its shareholders. Any material changes to the plan specified under this Tender Offer document within 12 months period from the last day of the Tender Offer Period shall be proceeded after the Offeror has obtained the approval from SUTHA’s Board of Directors and its shareholders in compliance with the Articles of Association of SUTHA and the relevant rules and regulations including the Securities and Exchange Commission. 2.3 Related party transactions At present, the Company’s Board of Directors has a specific policy and procedure regarding related party transactions to comply with the rules and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission to prevent any conflict of interests arising from related party transaction between the Company, its associate company, and/or any potential conflict persons. Within the period of 12 months following the last date of the Tender Offer period, the Offeror or any person in connection with the Offeror pursuant to Section 258 of the Securities and Exchange Act B.E. 2535 has no intention to materially change the Company’s policy regarding related party transactions. Any current and future related party transactions will be carefully considered and ensured that the terms and conditions of such transactions will be similar to those of normal business transactions at arm’s length basis. There would not be any special terms or preference between the Company, its associate company, and shareholders. These procedures are consistent with rules and regulations of the Stock Exchange of Thailand and seek to ensure that all related party transactions are conducted at arm’s length basis.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 Part 4 Additional Details of the Tender Offer 1. Procedures for acceptance of the Tender Offer To accept the Tender Offer, the Offeree shall comply with the following procedures: 1.1 Complete and sign, correctly and clearly, the “Tender Offer Acceptance Form of the ordinary shares of Golden Lime Public Company Limited” (“Tender Offer Acceptance Form”) enclosed in Attachment 1 form 1-2 for ordinary shares or Attachment 3 form 3-2 for NVDRs 1.2 Enclose the following documents 1.2.1 If shares are held in share certificate form (Script), the share certificate must be endorsed with the signature of the Offeree in the column headed “signature of the transferor” on the back of each share certificate and enclosed 2 copies of the duly signed documents mentioned in Section 1.2.3. The endorsement by Offeree’s signature must be the same as the signature stated on all documents of the Offeree. The Offeree must submit the Tender Offer Acceptance Form and its supporting documents within 11 November 2016 (at least two business days in advance prior to the last date of the offering period) because the Tender Offer Agent must examine the share certificate and submit it to the Thailand Securities Depository Co., Ltd (“TSD”), the security registrar. If the share certificate is rejected from TSD, the Tender Offer Agent will notify the Offeree to return the share certificate. 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, Civil Servant Identification and State Enterprise Employee Card. the Offeree has to complete the “Request Form for Rectifying Items in the Security Holder Record” of TSD, enclosed in Attachment 4, in which the rectified information must be the same as that stated in the Identification Card, Civil Servant Identification and State Enterprise Employee Card together with the certified copy of the documents such as first name and last name rectified certificate, marriage certificate, divorce certificate. In case of lifelong Identification Card, a copy of household registration is required. The name and address shown on such household registration must be the same as lifelong Identification Card. In the event that an Offeree is an executor of a will, an Offeree must submit a copy of a court order entitled an Offeree as the executor, which is issued not more than one year prior to the submission date of the Tender Offer Acceptance Form, a copy of death certificate, a certified copy of the identity card and house registration of the executor and share certificates endorsed by signature of the executor on the back.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 In the event that an Offeree is a minor, such Offeree’s parents must submit shares certificates endorsed by signature of the parents on the back, and a certified copy of identity card of the parents and the minor as well as the household registration of the parents and the minor endorsed by signature of the parent and the minor on the back In the event that the Offeree lost his/her share certificates, the Offeree must contact the TSD and request that it to issue new share certificate in order to tender the Offeree’s shares to the Tender Offer Agent. As the process of issuing new shares may take up to 2 weeks, the Offeree should contact TSD at least 2 weeks before the end of the Tender Offer Period. Remark: In case of the share certificate, the acceptance of Tender Offer will be completed when the share certificate has been examined and deposited by TSD. If the deposit of share certificate is rejected by TSD, the Tender Offer Agent will notify the Offeree to contact and receive the share certificate. 1.2.2 If shares are held in scripless form and deposited with TSD (Scripless), the Offeree must contact the Offeree’s securities company and submit one set of the duly signed documents mentioned in Section 1.2.3 to transfer tendered scripless shares into the following account of the Tender Offer Agent:

For Thai shareholders Account name “บริษัทหลักทรัพย์ เคที ซีมิโก้ จำกัด เพื่อเทนเดอร์ออฟเฟอร์” Account number 248-0000000133

For Foreign shareholders and NVDR holders Account name “KT ZMICO SECURITIES CO., LTD. FOR TENDER OFFER” Account number 248-0000000133

The Offeree shall send the Tender Offer Acceptance Form with one set of related documents mentioned in Section 1.2.3 to the security firm that the Offeree has the broker account with. Such security will then collect and submit the signed Tender Offer Acceptance Form of the Offeree to the Tender Offer Agent. The NVDR holders should submit the Tender Offer Acceptance Form and one set of its related documents in Clause 1.2.3 within 11 November 2016 (at least 2 business days prior to the last date of the Offer Period) since, for NVDR, there is a process of transforming an NVDR to a scripless share. The Tender Offer Agent cannot accept the tendered NVDR, if the tendered NVDR is not transformed to a scripless share within the Tender Offer Period. 1.2.3 The Offeree shall enclose the following documents

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

Thai Individual

A certified copy of valid Identification Card, Civil Servant Identification Card or State Enterprise Employee Card; in case that the Civil Servant Identification Card or State Enterprise Employee Card or lifelong Identification Card, a certified copy of his/her household registration is also required. Copy of all documents must be clear and legible. The signature used must be the same as the signature stated on all documents related to the Tender Offer. In case of Lifetime Identification Card, must the Offeree enclose a copy of house registration page that represent the house number and name that matches with such Identification Card

In the event that the Offeree is a minor, the parents must submit share certificate endorsed by signature of the parents on the back and a certified copy of identity card of the parents and the minor as well as the household registration of the parents and the minor endorsed by signature of the parent and the minor on the back

Foreign Individual

A certified copy of his/her valid Alien Certificate or passport. A copy of all documents must be clear and legible. The signature stated on copy of Passport must be the same as the signature stated on all documents related to the Tender Offer.

Thai Juristic Person

A copy of the affidavit issued by the Ministry of Commerce (“MOC”) not more than 6 months prior to the last day of the Tender Offer Period, certified by authorized signatory(ies), and affixed with company seal (if any), of the juristic person; and

Foreign Juristic Person

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

A copy of the certificate of incorporation and memorandum of association issued by the officer of the juristic person or the government authority of the country in which the juristic person is located, certifying the name of juristic person, the authorized person(s), the location of head office and power or conditions of signing authorization and issued, not more than 6 months prior to the last day of the Offer Period, certified by authorized signatory (ies), and affixed with company seal (if any), of the juristic person; and

A certified copy of Identification Card, Civil Servant Identification Card or State Enterprise Employee Card of the authorized signatory (ies); in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her household registration is also required. In case the authorized signatory (ies) is a foreigner, a certified copy of his/her valid Alien Certificate or passport is required. All said documents must be certified by the Notary Public officer and then authenticated by an official of the Thai Embassy or the Thai Consulate, in the country where the documents were prepared, and affixed with Notary Public seal, all of which must be issued not more than 6 months prior to the last day of the Offer Period. In addition, copy of all documents must be clear and legible. The signature used must be the same as the signature stated on all documents related to the Tender Offer.

Juristic Person carrying business outside Thailand and does not reside in country which entered into a double taxation treaty with Thailand but such treaty was not exempted from withholding tax on capital gain from sale of shares in Thailand

The Offeree is required to fill in the “Form of Confirmation of Cost of Tendered Shares of the Ordinary Shares of Golden Lime Public Company Limited.”, enclosed in Attachment form 1 1-3 for ordinary shares and Attachment 3 form 3-3 for NVDR to declare the cost basis for tendered shares, in order to deduct withholding tax at the rate of 15.00% of the difference between Net tender offer price and such cost. If the Offeree fails to declare the cost basis, the Tender Offer Agent will deduct the withholding tax of 15.00% of the entire proceeds of the shares sold that Offeree will receive. 1.2.4 Where the Offeree is represented by an authorized representative, the required documents are the power of attorney appointing the authorized representative as stated in Attachment 1 form 1-4 and Attachment 3 form 3-4 for NVDR, affixed with stamp duty of THB 30, together with a certified copy of each of the documents set out in Section 1.2.3 of the Offeree and the authorized representative. 1.2.5 Other documents which the Tender Offer Agent may require

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 1.2.6 If the Offeree has questions regarding the acceptance of the Tender Offer please contact: Khun Anothai Saringkarnkulkit Operation Service Department KT ZMICO Securities Company Limited 15th Floor, Liberty Square Bldg., 287 Silom Road, Bangrak, Bangkok 10500 Tel: (66) 2695-5043, (66) 2695-5036 or (66) 2695-5056 Fax: (66) 2695-5840

1.3 Submission of the Tender Offer Acceptance Form 1.3.1 Share Certificate (Script)

The Offeree shall submit the completed Tender Offer Acceptance Form together with the above required documents on business days from 11 October 2016 to 11 November 2016, during the business hours of 9.00 a.m. to 4.00 p.m. at the following address: Khun Anothai Saringkarnkulkit Operation Service Department KT ZMICO Securities Company Limited 15th Floor, Liberty Square Bldg., 287 Silom Road, Bangrak, Bangkok 10500 Tel: (66) 2695-5043, (66) 2695-5036 or (66) 2695-5056 Fax: (66) 2695-5840

Note: The Offeree who holds share certificates must submit the Tender Offer Acceptance Form with all supporting documents within 11 November 2016 or 2 business days before the end of Tender Offer Period. In addition, the Tender Offer Agent will not accept any documents submitted by mail. Moreover, for the Offeree who holds share certificates, the Tender Offer Acceptance Form will become effective only when such share certificate has been duly verified by the TSD. In the event that the TSD cannot verify such share certificate and unable to transfer ownership of such share within the Tender Offer Period, the tendered for such share shall be deemed cancelled. The Tender Offer Agent will contact the owner of such share to collect his or her certificate.

1.3.2 In case of local share held in scripless form (Scripless)

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 The Offeree contacts his or her securities company which shall collect the Tender Offer Acceptance Form and the required documents and submit them to the Tender Offer Agent. The Offeree is able to submit the Tender Offer Acceptance Form and supporting documents to such securities company within the period as provided by each company, and it shall be further submitted to Tender Offer Agent within the Tender Offer Period. 1.3.3 In case of NVDR

The Offeree shall follow the submission procedures for Tender Offer Acceptance Form enclosed in Attachment 3 form 3-1 for NVDRs by submitting the Tender Offer Acceptance Form and the required documents to the Tender Offer Agent by 11 November 2016 or (at least 2 business days prior to the last day of the Offer Period) as the Tender Offer Agent needs to settle securities with the Thai NVDR Co., Ltd. in order to transform NVDR to scripless. 1.4 In case that the share is under pledge or encumbrance, the Offeree has to procure the release/discharge of the share before submission of the Tender Offer Acceptance Form as specified in section 1.1 to 1.3. 1.5 In case that the Offeree fails to perform the acceptance procedure, or the supporting documents are incomplete, Tender Offer Agent shall reserve the right to amend the details and procedure of the acceptance procedure as specified herein as appropriate in case of any problems, obstacles, and restrictions, to facilitate the Offeree in the fair manner.

2. Procedures for purchasing securities

The Offeror will purchase all ordinary shares submitted to the Tender Offer Agent in accordance with the procedures described in Part 4 except when the Offeror cancels the Tender Offer under conditions provided in Clause 9 of Part 1 Conditions of Cancellation of Tender Offer, and that the Offeree cancels his or her declaration of selling as specified in Clause 5 of Part 4 Condition to withdraw the tendered shares.

3. Settlement and payment procedures

After the Tender Offer Agent receives the Tender Offer Acceptance Form, Share Certificate, and all required documents as stated in Part 4 Section 1.2 from the Offeree and documents from the Offeree’s securities company confirming that shares transfer is completed, the Offeree can choose a method of receiving payment as specified in the Tender Offer Acceptance Form as follows: 3.1 Offeree selects to receive payment of shares via bank transfer

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 The account must be a saving or current account, which is able to execute transactions via auto transfer system. The name of the account holder must be the same as that of the Offeree stated in the Tender Offer Acceptance Form. The Offeree must provide either a certified copy of the first page of the saving deposit passbook which shows the account name and account number or a certified copy of the current account statement. The remitted amount will be available in the account by 4:00 p.m. on 18 November 2016, which is the third business day after the last day of the Offer Period. In the event that the bank transfer cannot be completed for any reason, the Tender Offer Agent reserve the rights to issue a cheque and notify the Offeree to collect the cheque as stated in 3.2.1. For convenience, it is recommended that the Offeree select the payment method via bank transfer. There is no transfer fee or any other service charge. Expressing intention to sell via KT ZMICO Securities Company Limited, the offeree can receive the remitted amount through saving or current accounts opened with (1) Krungthai Bank (2) Bank of Ayudya (3) Bangkok Bank (4) Kasikorn Bank (5) Siam Commercial Bank (6) TMB Bank (7) United Overseas Bank or (8) Thanachart Bank. 3.2 The Offeree who select to receive payment of shares by cheque The Tender Offer Agent will make payment to the Offeree by a cheque issued by Krung Thai Bank Public Company Limited. A clearing process may take approximately 7-15 business days if the Offeree decided to cash such cheque with banks located outside Bangkok, the Offeree will be responsible for any transfer fees or cheque collection fees for different clearing houses or banks (if any) The Offeree can select one of two methods of cheque payment, as follows: 3.2.1 Collected cheque in person The Offeree can collect his or her cheque made in the name of "A/C Payee Only" from 18 November 2016 onward which is the third business day following the last day of the Offer Period, during the business hours of 9.00 a.m. to 4.00 p.m. at the office of the Tender Offer Agent at the following address: Khun Anothai Saringkarnkulkit Operation Service Department KT ZMICO Securities Company Limited 15th Floor, Liberty Square Bldg., 287 Silom Road, Bangrak, Bangkok 10500 Tel: (66) 2695-5043, (66) 2695-5036 or (66) 2695-5056 Fax: (66) 2695-5840

3.2.2 The Offeree appoints other person to collect cheque on his or her behalf

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 In the case where the Offeree wishes to appoint another person to collect the cheque on his or her behalf, such person shall present a power of attorney to the Tender Offer Agent affixed with a THB 30 stamp duty and a certified copy of each of the documents set out in Clause 1.2.3 of the Offeree and the appointed person on the date of the collection and such appointment shall follow the terms and conditions in Clause 3.2.1. If the cheque has not been collected within 5 working days following the payment date, the Tender Offer Agent will send the cheque to the Offeree via registered post to the address specified in the Tender Offer Acceptance Form within 6 working days following the payment date. Under any circumstance, after the payment cheque has been sent to the Offeree by registered mail at the address stated in the Tender Offer Acceptance Form, it is understood that the Offeree has received the full proceeds from accepting the Tender Offer and the Offeree does not have the right to request for any interest or any damage payment. 3.2.3 Offeree wishes to receive the Cheque via registered post to the address specified in the Tender Offer Acceptance Form If the Offeree wishes to receive payment via registered post, the Offeree will receive the cheque any time after the third business day from the last day of the Tender Offer Period or 18 November 2016. Note: In the case that share tendered is in certificate form, the Offeror or the Tender Offer Agent will make payment to the Offeree only after such share certificates have been verified by and deposited with the TSD. If the TSD refuses to accept such share certificates, the Offeror or the Tender Offer Agent will not make or be obliged to make any payment to the Offeree. The Offeree will then be notified to collect all submitted documents from the Tender Offer Agent at the address stated above.

4. Right of the securities holder who accept the Tender Offer Through the Tender Offer Agent, the Offeror will make payment in accordance with the payment method as selected by the Offeree on the third business day after the last day of the Tender Offer Period, which is 18 November 2016. In case that there is any amendment in the Tender Offer Price under condition stipulated in Part 1 Section 8, the Offeror shall proceed with the followings: 4.1 In the event that the Tender Offer Price has been revised down, the Offeror will make payments at the reduced price to all Offeree, except for those Offeree who has expressed their intention to sell prior to the date of price revision (and such intention is irrevocable), which, in such case, the Offeror will pay such Offeree based on the original price.

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 4.2 In the event that the Tender Offer Price has been revised up, the Offeror will make payment at the higher price to all Offeree.

5. Cancellation of the Tender Offer

5.1 The last day for the withdrawal is the 20th business days of the Offer Period which falls on 8 November 2016 during the hours of 9.00 a.m. to 4.00 p.m. 5.2 Procedure to withdraw the tendered shares 5.2.1 Complete and sign the “Tender Offer Cancellation Form of the Ordinary Shares of Golden Lime Public Company Limited” (“Tender Offer Cancellation Form”) as enclosed in Attachment 2 form 2-2, correctly and clearly; and 5.2.2 Enclose the following documents 1) Evidence of receipt of share certificate issued by the Tender Offer Agent or shares transfer certificate through TSD or NVDR issued by the Offeree’s broker and Tender Offer Acceptance Form 2) Where the Offeree is a:

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 or Life-long Identification Card, a certified copy of his/her household registration is also required. Copy of all documents must be clear and legible. The signature used must be the same as the signature stated on all documents related to the Tender Offer.

Foreign Individual

A certified copy of his/her valid Alien Certificate or passport. A copy of all documents must be clear and legible. The example signature stated on copy of Passport or Alien Certificate must be the same as the signature stated on all documents related to the Tender Offer.

Thai Juristic Person

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

Foreign Juristic Person

A copy of the certificate of incorporation and memorandum of association issued by the officer of the juristic person or the government authority of the county in which the juristic person is located, certifying the name of juristic person, the authorized person(s), the location of head office and power or conditions of signing authorization and issued, not more than 6 months prior to the last day of the Offer Period, certified by authorized signatory(ies), and affixed with company seal (if any), of the juristic person; and

A certified copy of Identification Card, Civil Servant Identification Card or State Enterprise Employee Card of the authorized signatory(ies); in case of the Civil Servant Identification Card or State Enterprise Employee Card does not contain the citizen identification number, a certified copy of his/her household registration is also required. In case the authorized signatory(ies) is a foreigner, a certified copy of his/her valid Alien Certificate or passport is required. All said documents must be certified by the Notary Public officer and then authenticated by an official of the Thai Embassy or the Thai Consulate, in the country where the documents were prepared, and affixed with Notary Public seal, all of which is issued not more than 6 months prior to the last day of the Tender Offer Period and the signature in such document must match with the signature in the Tender Offer document and relevant document. Where the Offeree is represented by an authorized representative, the documents required are the power of attorney appointing the authorized representative affixed with THB 30 stamp duty and a certified copy of each of the documents of the grantor and the attorney as set out in Section 5.2.2. Copy of all documents must be clear and legible. The signature used must be the same as the signature stated on all documents related to the Tender Offer

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 5.2.3 Submit the completed Tender Offer Cancellation Form together with the required documents specified in Section 5.2 at the office of the Tender Offer Agent as specified in Section 1.3.1. The Tender Offer Agent shall not accept the Tender Offer Cancellation Form by post. 5.2.4 After receiving and verifying the completeness of the Tender Offer Cancellation Form and the required documents submitted within the cancellation period, the Tender Offer Agent will proceed as follows:

In the event that the Offeree’s share is in share certificate form: The Tender Offer Agent will return the share certificate to the Offeree or its authorized representative expressing intention to cancel the tendered shares on the business day following the date of submission of the Tender Offer Cancellation Form. The Offeree making the cancellation or its authorized representative can redeem the share certificates at the office of the Tender Offer Agent.

In the event that the Offeree’s share is in scripless form (for transferring shares to the Offeree’s broker account): There is share transfer fee of THB 50 per transaction. The Tender Offer Agent will transfer the shares through TSD to the Offeree’s securities company account as specified in the Tender Offer Cancellation Form on the business day following the date of submission of the Tender Offer Cancellation Form. Note: The Offeree making a cancellation shall receive share only in the form in which such share was tendered (share certificate or scripless share) and such Offeree cannot request for a change in the form of share to be returned.

6. Procedure of returning the Ordinary Shares to the Offerees for the case that Tender Offer process has been cancelled

In case of the cancellation of offer as specified in Cause 9 of Part 1, the Offeror shall inform SEC and submit Notification of Offer Cancellation with the supporting reason to the SET, SUTHA and all security holders as appeared in the Book of Security’s Registration on the latest business day after the last business day that SEC may protest such cancellation (within 3 business days as from the date that SEC is apprised thereof). The Tender Offer Agent shall proceed as follows; 6.1 Script In case of the Tender Offer Cancellation, the Tender Offer Agent shall return the share certificate to the Offeree. The Offeree shall accept the return of such share certificate at the Tender Offer Agent office provided below from the next day of cancellation date from 9.00 a.m. to 4 p.m. In this case, the share certificate shall be verified by Thailand Securities Depositary within 2 business days prior to the end of Offer Period, and Thailand Securities Depositary shall transform such share certificate

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 to be Scripless. Therefore, to accept the return in form of share certificate, the Offeree shall proceed with the procedure as provided by the Tender Offer Agent provided that the Offeree shall responsible for any expense incurred in relation with the return of all shares. The return process takes approximately 14 days for issuing the share certificate.

Khun Anothai Saringkarnkulkit Operation Service Department KT ZMICO Securities Company Limited 15th Floor, Liberty Square Bldg., 287 Silom Road, Bangrak, Bangkok 10500 Tel: (66) 2695-5043, (66) 2695-5036 or (66) 2695-5056 Fax: (66) 2695-5840

6.2 Scripless and NVDR The Tender Offer Agent shall return the share via Thailand Securities Depositary to be further deposited with the securities company in which the Offeree’s account is opened by the next business day as from the date on which the Offeror cancels the Tender Offer. Remark: To accept the return of share by share certificate or via Thailand Securities Depositary by Scripless shall be in accordance with the nature of share offered by the Offeree. The Offeree is not allowed to change the return form.

7. Determination of the Offer Price

7.1 Methods of the offer price determination

The Offering price is the highest price at which the Offeror and Group of Offeror Acquired during the 90 Day period before the submission of the tender offer document to the SEC. 7.2 The highest price paid for shares of such class which have been acquired by the Offeror, or any related party specified in Section 258, during the period of 90 days prior to the date on which the Tender Offer for Securities document is submitted to the SEC

The highest price paid for shares of such class which have been acquired by the Offeror, or any related party specified in Section 258, during the period of 90 days prior to the date on which the Tender Offer for securities document is submitted to the SEC is equal to THB 6.50 per share (Six Baht Fifty Satang per share).

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 8. Acquisition of securities prior to the Tender Offer (applicable only in case of a partial offer accordance with Part 5 of the SEC Notification No. TorChor. 12/2554)

- Not applicable in this case –

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4

Part 5

Certification of the Information

We hereby certify that:

(1) We are committed to execute this Tender Offer; (2) The offer price in this Tender Offer has been determined in accordance with the Notification of Capital Market Supervisory Board TorChor 12/2554, (3) We have full intention to proceed with the plan which we have indicated in this Tender Offer, and (4) All information contained in this Tender Offer is correct and accurate with no misleading information in any material respect and no concealment is made on any material information which should be disclosed.

CE Lime (Thailand) Limited

Mr. Ishaan Shah (Mr. Ishaan Shah) Authorized Director

Mr. Timothé Arthur Maria Van Den Bossche (Mr. Timothé Arthur Maria Van Den Bossche) Authorized Director

Tender Offeror

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Tender Offer for Securities of Golden Lime Public Company Limited Form 247-4 We, as assigned to prepare this Tender Offer, have complied with all requirement stated in the Notification of the SEC Re: Approval for Financial Advisor and a Scope of Work and hereby certify that;

(1) We have reviewed and consider that the information regarding the Offeror disclosed in this Tender Offer document is correct, accurate, complete, and there is no information that may lead other persons to any misunderstanding in any material respect, as well as there is no concealment of any material information which should be disclosed; (2) We have reviewed the financial evidence and consider that the Offeror can fulfill the obligations as stated in the Tender Offer; (3) We have reviewed the Offeror business policy and plan for the Company as stated in Clause 2 of Part 3 regarding the details of the Company and believe that; a. The Offeror can carry out the policies and plans for business operations as mentioned; b. Assumptions for determining the policies and plans for business operation are reasonable; and c. The effects on the Company or the Securities Holders are clearly and adequately explained; (4) We have examined the evidence of the acquisition of the Company’s securities by the Offeror and/or persons prescribed under Section 258 during the 90 day period prior to the submission of the Tender Offer document. We have examined the offer price and consider it to conform to the regulation under Notification of Capital Market Supervisory Board TorChor 12/2554; and (5) We have carefully and prudently studied and reviewed the completeness and accuracy of the information contained in this Tender Offer and view that the information is complete and correct and there is no misleading information in any material respects and there is no concealment of any material information.

TMB Bank Public Company Limited

Mr. Yongyoot Luangrattanamart (Mr. Yongyoot Luangrattanamart) Head of Corporate Finance and Debt Capital Markets Preparer of the Tender Offer

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Attachment 1 Tender Offer Acceptance Procedures and Forms

1-1 Tender Offer Acceptance Procedures 1-2 Tender Offer Acceptance Form 1-3 Form for Confirmation of Cost of Tendered Shares (Only for foreign juristic person not operating in Thailand) 1-4 Power of Attorney (For the Tender Offer Acceptance)

Form 1-1

Tender Offer Acceptance Procedures of the Ordinary Shares of Golden Lime PCL.

Golden Lime PCL.’s Shareholders

For share certificates For shares in the scripless system

1. Complete Tender Offer Acceptance Form 1. Complete Tender Offer Acceptance Form

2. Endorse the back of the share certificate 2. Notify the broker in which a securities trading account is opened of the intention to transfer SUTHA shares into the following account: For Domestic Board The holder of share certificate should submit the “บริษทั หลกั ทรพั ย ์ เคที ซีมิโก้ จำ กดั เพื่อ เทนเดอรอ์ อฟเฟอร”์ Tender Offer Acceptance Form, together with the Account No. 248-0000000133 supporting documents 2 business day prior to the last business day of the Offer Period. For Foreign Board and NVDR “KT ZMICO SECURITIES CO., LTD. FOR TENDER OFFER” Account No. 248-0000000133 OR

3. Enclose the following certified document (s) (In case of share certificate, please enclose the 2 copies of certified documents) 1) For Thai individual 4) For Foreign juristic person A certified copy of the Identification Card; or 4.1 A copy of Certificate of Incorporation (the Company Affidavit) and A certified copy of the Civil Servant Identification Memorandum of Association Card (a certified copy of his/her household 4.2 A copy of documents specified in 1) or 2) (as the case may be) of registration is also required); or authorized directors who certified the document specified in 4.1 A certified copy of the State Enterprise Employee Each copy of the certified documents specified in 4.1 and 4.2 must be Card (a certified copy of his/her household certified by a Notary Public and by an official of the Thai Embassy or the registration is also required) Thai Consulate in the country where the documents were prepared, of A certified copy of the Life-long Identification Card (a which is not more than 6 months prior to the last day of the Offer Period. certified copy of his/her household registration is also 5) For Offeree who is a juristic person and does not carry on business required) in Thailand and does not reside in country which entered into a double taxation treaty with Thailand or who resides in country which entered into a double taxation treaty which does not exempt 2) For Foreign individual withholding tax from the capital gain from share trading in Thailand. A certificate copy of an alien certificate or passport An Offeree is requited to declare the cost basis of the shares for withholding tax purposes by completing and submitting a “Form for 3) For Thai juristic person Confirmation of Cost of Tendered Shares” for ordinary shares. If the 3.1 A copy of Certificate of Incorporation issued by the Offeree fails to declare the cost basis together with evidence that demonstrates the cost basis, the Tender Offer Agent will determine the Ministry of Commerce not more than 6 months prior amount of withholding tax based on the entire proceeds of the shares to the last day of the Offer Period, certified by sold authorized signatory (ies), and affixed with company 6) The person, who requires to receive the money transfer through seal (if any) his/her bank account specified in Part 4 No. 3.1, must provide a certified copy of the first page of the savings deposit pass book or current account statement which shown account holder and account number and 3.2 A copy of documents specified in 1) or 2) (as the be able to transfer through automatic transfer system case may be) of the authorized directors who 7) In the event that the name or name prefix or last name of the shareholder certified directors the document specified in 3.1 stated on the share certificate is not the same as stated in the Identification Card, Civil Servant Identification and State Enterprise Employee Card. the Offeree has to complete the “Request Form for Rectifying Items in the Security Holder Record” of TSD, enclosed in Appendix 4, in which the rectified information must be the same as that stated in the Identification Card, Civil Servant Identification and State Enterprise Employee Card together with the certified copy of the documents such as first name and last name rectified certificate, marriage certificate, divorce certificate.

Additional documents required in case where the Offeree is represented by an authorized representative 1. Original copy of Power of Attorney (affixed with THB 30 of duty stamp) 2. Copies of documents proof of identify of the grantor and attorney as specified in 1) or 2) or 3) or 4) (as the case may be) 4. Submit all documents to:

Form 1-1

Or to your broker then the brokers will submit all documents to KT ZMICO Securities Company Limited In case of share certificate, the holder should submit the Tender Offer Acceptance Form, together with the supporting documents 2 business day prior to the last business day of the Offer Period. (The tender offer agent will not accept documents sent by post)

Form 1-2

TENDER OFFER ACCEPTANCE FORM OF THE ORDINARY SHARES OF GOLDEN LIME PCL

Date...... Acceptance Form No...... To CE Lime (Thailand) Limited (“The Tender Offeror”) and KT ZMICO Securities Company Limited (“Tender Offer Agent”) I/We (“Offeree”) (Mr./Mrs./Miss/Company)……………………………...... Nationality...... Contact Address (that can be reached via mail)...... ………………………………..…………..…… Postal Code……………………...... Country……………………………………Contact Telephone……………………………………………………………………… Address same as above House Registration Address…………………………………………………………………………………………………………………………………………………… Postal Code……………………...... Country…………………………………… * Actual Beneficiary as amended by the Ministerial Regulation Prescribing Rules and Procedures for Customer Due Diligence B.E. 2556 (2013)

I/We am/are Thai Individual Identification/Civil Servant Identification/State Enterprise Employee Card No…………...... Foreign Individual Alien Certificate/ Passport No…………………………………………………………………………………………………………………….. Thai Juristic Person Registration No………………………………………………………………………………………………………………………………….... Foreign Juristic Person who engages in business in Thailand Certificate of Incorporation No…………………………………………………………………. Foreign Juristic Person who does not engage in business in Thailand Certificate of Incorporation No……………………………………………..………… Accept to sell …………………..…… (……………..………………………..) ordinary shares of Golden Lime PCL. at the Offer Price of THB 6.50 (Six Baht Fifty Satang) per share, after deducting the Tender Offer agent fee of 0.25% of the Offer Price and value added tax (VAT) of 7% of the brokerage fee. The Net Offer Price is THB 6.4826125 (Six Baht Four Eight Two Six One Two Five Satang) per share. The Total Net Amount is THB ...... (...... ) I/We agree to follow the terms and conditions stated in the Tender Offer document and will not revoke this share selling in any circumstance, except falling in conditions for cancellation stipulated in the Tender Offer document. The last day for the revocation is the 20th Day of the Offer Period which falls on 8 November 2016 during the hours of 9.00 a.m. to 4.00 p.m. I/We hereby appoint KT ZMICO Securities Company Limited as my proxy to sell, transfer and deliver shares as specified below, including arranging for the payment procedure and process other necessary relevant to tender offer. Share certificate Scripless Name of Registered Share Certificate Brokerage No. No. of shares Shareholder No. (Participant No.) Transfer No. Transfer Date*

Total (shares) * I have thoroughly examined the terms and conditions contained in the Tender Offer and acknowledge that all shareholders of the Business are entitled to submit a Tender Offer Acceptance Form from 11 October 2016 until 15 November 2016 during the office hours of the Tender Offer Agents. I/We also attached the share certificate with endorsement and/or the document shown the shares transfer through TSD into the below accounts, together with the documents proof of identify of the Offeree.

For the shares offered from Account Name Account No. Domestic board บริษัทหลักทรัพย์ เคที ซีมิโก้ จำกัด เพื่อ เทนเดอร์ออฟเฟอร์ 248-0000000133 Foreign board KT ZMICO SECURITIES CO., LTD. FOR TENDER OFFER 248-0000000133 Receive the Payment: Collect the cheque by myself/ourselves at KT ZMICO Securities Company Limited Send the cheque via registered post to the address above Transfer to 1. KTB 2. BAY 3. BBL 4.KBANK 5. SCB 6. TMB 7. UOB 8. TBANK Branch ...... Type of Account ...... Account No...... (The name of the account holder must be the same as the name of Offeree stated in the Tender Offer Acceptance Form. In case the payment is via transfer, the Offeree must provide either a certified copy of the first page of the savings deposit pass book or a certified copy of the current account statement). I/We hereby certify that all shares offered for sales are free from pledge and encumbrance.

Signed...... Proxy Signed...... Offeree (………………………………………….……….…) (………...………...... ) ------RECEIPT FOR SHARE CERTIFICATE / SCRIPLESS AND TENDER OFFER ACCEPTANCE FORM Date...... Acceptance Form No. …………………………………….. KT ZMICO Securities Company Limited has received the Tender Offer Acceptance Form of the Ordinary Shares of Golden Lime PCL. and the following: Share certificate for the total number of ...... shares Scripless for the total number of...... shares from Mr. / Mrs / Miss / Company...... ………. Receive the Payment: Collect the cheque by myself/ourselves at KT ZMICO Securities Company Limited Send the cheque via registered post to the address above Transfer to 1. KTB 2. BAY 3. BBL 4.KBANK 5. SCB 6. TMB 7. UOB 8.TBANK Branch ...... Type of Account ...... Account No......

Signed ...... Recipient (...... )

Form 1-3

Form for Confirmation of Cost of Tendered Shares (Only for foreign juristic person not operating in Thailand)

Date......

To: The Tender Offeror and KT ZMICO Securities Company Limited (“Tender Offer Agent”)

I/We ...... Nationality...... Tax ID. (if any)...... Address in country of nationality………………………………………………………………………………………………………………… Address in Thailand (if any)……………………………………………………………………………………………………………………… accept to sell ………………………… ordinary shares of Golden Lime PCL. subject to the Tender Offer by CE Lime (Thailand) Limited. I/We hereby declare the cost of tendered shares as the evidence for the withholding tax purpose as follow:

Share Certified No. / Transfer Registered Shareholder Cost Slip No. Number of Shares Name (THB/share) (Transfer Date)

Total

I/We hereby attached ______totally ______page(s) as supporting evidence of costs of shares / warrants for withholding tax calculation. I/We hereby certify that all above statements are true and accurate in all respects.

Signed ...... Offeree (...... )

Note In case the Offeree is a Foreign Juristic Person incorporated under the foreign law and does not carry on business in Thailand, and is not entitled to enjoy the withholding exemption on the capital gains realized from the sale of securities in Thailand under any double tax treaty to which Thailand is a party does not declare the purchase prices or does not provide proper supporting evidence that demonstrates such purchase prices or costs, the Tender Offer Agent will compute the withholding tax based on the entire proceeds of the sale of the tendered securitie

Form 1-4

Affix Stamp Power of Attorney Duty (For the Tender Offer Acceptance)

At ...... Date ......

By this Power of Attorney, I/We ...... Age...... years Nationality...... Contact Address (that can be reached via mail)...... Postal Code……………………...... Country……………………………………Contact Telephone………………………………...……………………. Hereby authorize ...... Age ...... years Nationality...... Contact Address (that can be reached via mail)...... Postal Code……………………...... Country……………………………………Contact Telephone…………..………………………………..………….

House Registration Address……………………………………………………..…………………………………………………………………………….. Postal Code……………………...... Country…………………………………… (the “Proxy”) to act for and on my/our behalf to:

Sell, transfer and submit the shares of Golden Lime PCL. Collect the proceeds from the sale of shares of Golden Lime PCL.

Through KT ZMICO Securities Company Limited, and to be authorized to do and execute all such other matters in connection with the aforesaid mentioned on my/our behalf until its completion. All acts taken by my/our attorney-in-fact under this Power of Attorney shall be deemed to be taken by myself / ourselves in every respect. IN WITNESS HEREOF, this Power of Attorney has been duly executed in the presence of the witnesses on the date specified above.

Signed...... Grantor (...... )

Signed ...... The Proxy (...... )

Signed...... Witness (...... )

Note:

Form 1-4 1. THB30 stamp duty 2. The grantor is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of registered company or certificate of Incorporation (Thai Juristic Person) 3. The attorney-in-fact is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of passport or alien certificate (Foreign Individual) 4. In case that the grantor and/or attorney-in-fact is foreign juristic person the true copies of registered company, certificate of Incorporation, passport or alien certificate must be certified by the notary public officer and Thai embassy or Thai consulate in the country where the documents were prepared not more than 6 months prior to the last day of the tender offer period.

Attachment 2 Tender Offer Cancellation Procedures and Forms

2-1 Tender Offer Cancellation Procedures 2-2 Tender Offer Cancellation Form 2-3 Power of Attorney (For the Tender Offer Cancellation)

Form 2-1 Tender Offer Cancellation Procedures of the Ordinary Shares of Golden Lime PCL.

Shareholder of NVDR holders of Golden Lime PCL. Golden Lime PCL.

Complete the Tender Offer Cancellation Form

Enclose the following certified document (s) 1) For Thai individual shareholder A certified copy of the Identification Card; or A certified copy of the Civil Servant Identification Card (a certified copy of his/her household registration is also required); or A certified copy of the State Enterprise Employee Card (a certified copy of his/her household registration is also required) A certified copy of the Life-long Identification Card (a certified copy of his/her household registration is also required) 2) For Foreign individual shareholder A certificate copy of an alien certificate or passport 3) For Thai juristic person 3.1 A copy of Certificate of Incorporation issued by the Ministry of Commerce not more than 6 months prior to the last day of the Offer Period, certified by authorized signatory (ies), and affixed with company seal (if any) 3.2 A copy of documents specified in 1) or 2) (as the case may be) of the authorized directors who certified the Tender Offer Cancellation and the document specified in 3.1 4) For Foreign juristic person 4.1 A copy of Certificate of Incorporation (the Company Affidavit) and Memorandum of Association 4.2 A copy of documents specified in 1) or 2) (as the case may be) of authorized directors who certified the Tender Offer Cancellation and the document specified in 4.1 Each copy of the certified documents specified in 4.1 and 4.2 must be certified by a Notary Public and by an official of the Thai Embassy or the Thai Consulate in the country where the documents were prepared, of which is not more than 6 months prior to the last day of the Offer Period.

Additional documents required in case where the Offeree is represented by an authorized representative 1. Original copy of Power of Attorney (affixed with THB 30 of duty stamp) 2. Copies of documents proof of identify or the grantor and attorney as specified in 1) or 2) or 3) or 4) (as the case may be)

Note: 1. The Tender Offer Agent will return shares to the Offeree making a cancellation in the form in which such shares were tendered (Share certificates or scripless shares) and cannot request for a change in the form of shares. In this regard, the account of the transferee of the securities which are transferred through the TSD (Scripless) must be under the same name as the Offeree who makes a cancellation. For the scripless shares, there is share transfer fee of THB 50 per transaction. 2. In the cancellation, the Offeree is required to cancel the total amount of shares intention to sell as specified in each Tender Offer Acceptance.

Submit all documents within 8 November 2016

Khun Anothai Saringkarnkulkit Operation Service Department, KT ZMICO Securities Company Limited 15th Floor, Liberty Square Bldg., 287 Silom Road, Bangrak, Bangkok, Thailand 10500 Tel. (66) 2695-5043, (66) 2695-5036, (66) 2695-5056 Fax. (66) 2695-5840 Those who want to cancel the intention to sell ordinary shares/ NVDR shall submit cancellation form only to tender offer agent that you submit tender offer acceptance form The Tender Offer Agent will not accept documents sent by post

Form 2-2

TENDER OFFER CANCELLATION FORM OF THE ORDINARY SHARES OF GOLDEN LIME PCL.

Date ...... Cancellation Form No......

To Offeror and Tender Offer Agent I/We (“Offeree”) (Mr./Mrs./Miss/Company)……………………………………………………...... Nationality...... resides at/documents to be delivered at…..……………………Soi………………………...... Road...... Kwaeng...... … Khet………………..………...Province...... Postal Code...... ……...... …. Tel…...... ………..………..Mobile No…...... ………. hereby would like to cancel the intention to sell ordinary shares of Golden Lime PCL. in the amount of ...... shares according to the conditions for cancellation stipulated in the Tender Offer document. I/We submit the Tender Offer Acceptance of the ordinary shares of Golden Lime PCL. dated ...... Acceptance Form No......

I/We would like the redeem shares in the form in which such shares were tendered. Share certificate(s) in my/our names. I/We will collect such share certificate(s) by myself/ourselves at KT ZMICO Securities Company Limited (on the business day following the date of submission of the Tender Offer Cancellation Form) Scripless or NVDR: Transfer through TSD by transferring to the following account Name /Securities Company of transferee...... Membership No. / Securities Company of transferee...... Account Name of transferee...... Account No. of transferee...... I/We attach the share transfer fee of THB 50.

KT ZMICO Securities Company Limited will transfer shares to the mentioned account on the business day following the date of submission of the Tender Offer Cancellation Form.

I/We hereby agree to receive the shares back under the above-mentioned condition.

Signed ...... The Attorney Signed ...... (person making the cancellation) (…………………..…….…………….……. ) (...... )

RECEIPT FOR TENDER OFFER CANCELLATION FORM OF GOLDEN LIME PCL.

Date ...... Cancellation Form No......

KT ZMICO Securities Company Limited, as a Tender Offer Agent, has received the Tender Offer Cancellation Form of the ordinary shares of Golden Lime PCL. from (Mr./Mrs./Miss/Company)...... in the amount of ...... shares attached with Acceptance Form No...... Transfer fee of THB 50

Shares will be redeemed by Share certificate(s) in my/our names. I/We will collect such share certificate(s) by myself/ourselves at KT ZMICO Securities Company Limited (on the business day following the date of submission of the Tender Offer Cancellation Form) Scripless or NVDR: Transfer through TSD by transferring to the following account Name of transferee...... Membership No. of transferee...... Account Name of transferee...... Account No. of transferee......

KT ZMICO Securities Company Limited will transfer shares to the mentioned account on the business day following the date of submission of the Tender Offer Cancellation Form.

Signed ...... Recipient (...... )

Form 2-3

Affix Power of Attorney Stamp (For the Tender Offer Cancellation) Duty

Made at ......

Date ......

By this Power of Attorney, I/We ...... Age...... years Nationality...... Contact Address (that can be reached via mail)...... Postal Code………………………...... Country………………..……………………Contact Telephone……………………………………….

House Registration Address………………………..……………………………………..……………………………………………………….. Postal Code……………………...... Country……………………………………

Hereby authorize ...... Age ...... years Nationality...... Address...... ……………………………………… …………….Tel………………………… (the “Proxy”) to act for and my/our behalf to cancel my/our intention to sell my/our ordinary shares of Golden Lime PCL. in the amount of ………………...... shares to CE Lime (Thailand) Limited (the “Offeror”) as well as to perform any act required for the successful execution of this Tender Offer.

All acts executed by my/our Attorney within the scope of power granted by this Power of Attorney shall be considered as if I/We performed that act by myself/ourselves.

Signed ...... Grantor (...... )

Signed ...... The Proxy (...... )

Signed ...... Witness (...... )

Note: 1. The grantor is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of registered company or certificate of Incorporation (Thai Juristic Person) c. Certified true copies of passport or alien certificate (Foreign Individual) 2. The attorney-in-fact is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of passport or alien certificate (Foreign Individual) 3. In case that the grantor and/or attorney-in-fact is foreign juristic person the true copies of registered company, certificate of Incorporation, passport or alien certificate must be certified by the notary public officer and Thai embassy or Thai consulate in the country where the documents were prepared not more than six months prior to the last day of the tender offer period.

Attachment 3 Tender Offer Acceptance Procedures and Forms for Non-Voting Depositary Receipt (NVDR)

3-1 Tender Offer Acceptance Procedures for NVDR 3-2 Tender Offer Acceptance Form for NVDR 3-3 Form for Confirmation of Cost of Tendered Shares for NVDR 3-4 Power of Attorney for the Tender Offer Acceptance for NVDR

Form 3-1

Tender Offer Acceptance Procedure for NVDR

NVDR Holders of Golden Lime Public Company Limited

1. Complete the NVDR Tender Offer Acceptance Form

2. Advise broker to transfer the Scripless NVDR Shares to the following accounts “KT ZMICO SECURITIES CO., LTD. FOR TENDER OFFER” Account No. 248-0000000133

3. Enclose the evidence of transferring NVDR as specified above

4. Enclose a certified true copy of the following documents: 1) For Thai individual shareholder 4) For Foreign juristic person A certified copy of the Identification Card; or 4.1 A copy of Certificate of Incorporation (the Company Affidavit) and A certified copy of the Civil Servant Identification Card (a Memorandum of Association certified copy of his/her household registration is also 4.2 A copy of documents specified in 1) or 2) (as the case may be) of required); or authorized directors who certified the document specified in 4.1 A certified copy of the State Enterprise Employee Card (a Each copy of the certified documents specified in 4.1 and 4.2 must be certified copy of his/her household registration is also certified by a Notary Public and by an official of the Thai Embassy or required) the Thai Consulate in the country where the documents were A certified copy of the permanent citizen identification prepared, of which is not more than 6 months prior to the last day of card (a certified copy of his/her household registration is the Offer Period. also required) 5) For Offeree, as a juristic person, who does not carry on business in 2) For Foreign individual shareholder Thailand and does not reside in country which entered into a double A certificate copy of an alien certificate or passport taxation treaty with Thailand or who resides in country which entered 3) For Thai juristic person into a double taxation treaty which does not exempt withholding tax 3.1 A copy of Certificate of Incorporation issued by the from the capital gain from share trading in Thailand. An Offeree is Ministry of Commerce not more than 6 months prior to requited to declare the cost basis of the shares for withholding tax the last day of the Offer Period, certified by authorized purposes by completing and submitting a “Form for Declaration of Cost of signatory (ies), and affixed with company seal (if any) Tendered Shares” for ordinary shares. If the Offeree fails to declare the 3.2 A copy of documents specified in 1) or 2) (as the case cost basis together with evidence that demonstates the cost basis, the may be) of the authorized directors who certified directors Tender Offer Agent will determine the amount of withholding tax based on the document specified in 3.1 the entire proceeds of the shares sold. In case of security holder’s authorized representative 1. Power of Attorney affixed with stamp duty THB 30 2. Certified copy of identification documents of the shareholder and authorized representative as specified above 5. Submit all of documents to one of the following Tender Offer Agent

Note: For all NVDR holders, please submit the Tender Officer Acceptance Form 2 business days before the last day of the Offer Period. The tender offer agent will not accept documents sent by post

Form 3-2 Tender Offer Acceptance Form for NVDR (to sell NVDRs of Golden Lime Public Company Limited)

Date...... Acceptance Form No...... To The Offeror and Tender Offer Agent I/We (“Offeree”) (Mr./Mrs./Miss/Company)……………………………...... Nationality...... …. Contact Address (that can be reached via mail)...... ………………………………………..……….. Postal Code……………………...... Country……………………………………Contact Telephone……………………………………………..………………………. Tax Payer ID No………………………………………………………………………………………….Occcupation……………………………..………………………. House Registration Address same as above House Registration Address different from above (Please specify) House Registration Address…………………………………………………………………………………………………………………………………….…………….. Postal Code……………………...... Country…………………………………… I/We am/are Thai Individual Identification/Civil Servant Identification/State Enterprise Employee Card No…………...... Foreign Individual Alien Certificate/ Passport No……………………………………………………………………………………………..……….……………. Thai Juristic Person Registration No……………………………………………………………………………………………………………………..………….... Foreign Juristic Person who engages in business in Thailand Certificate of Incorporation No……………………………………………………..…………. Foreign Juristic Person who does not engage in business in Thailand Certificate of Incorporation No………………………………………..…..………… Accept to sell …………………..…… (……………..………………………..) of NVDRs representing ordinary shares of Golden Lime Public Company Limited. at the Offer Price of THB 6.50 (Six Baht Fifty Satang), after deducting the Tender Offer Agent fee of 0.25% of the Offer Price and value added tax (VAT) of 7% of the brokerage fee. The Net Offer Price is THB 6.4826125 (Six Baht Four Eight Two Six One Two Five Satang) per share. The Total Net Amount is THB ...... (……………………………………………………) I/We agree to follow the terms and conditions stated in the Tender Offer document and will not revoke this share selling in any circumstance, except falling in conditions for cancellation stipulated in the Tender Offer document. The last day for the revocation is the day 20th of the Offer Period which falls on 8 November 2016 during the hours of 9.00 a.m. to 4.00 p.m. I/We hereby appoint KT ZMICO Securities Company Limited as my proxy to sell, transfer, deliver NVDRs, arrange the payment procedure and process other necessary relevant to tender offer. Transfer Scripless NVDR Transfer Date* TSD Participant No. Transfer Slip No. TSD No. of NVDRs

Total * I have thoroughly examined the terms and conditions contained in the Tender Offer and acknowledge that all shareholders of the Business are entitled to submit a Tender Offer Acceptance Form from 11 October 2016 until 15 November 2016 during the office hours of the Tender Offer Agent. I/We attach evidence of transfer of the NVDRs to account "KT ZMICO SECURITIES CO.,LTD. FOR TENDER OFFER" account no. 248-0000000133 and proof of identity in respect of the Offeree or proof of registerred company (for juristic person) as set out in the Tender Offer Acceptance Procedure. Receive the Payment: Collect the cheque by myself/ourselves at KT ZMICO Securities Company Limited Send the cheque via registered post to the address above Transfer to Bank 1. BAY 2. SCB 3. BBL 4.KTB 5. KBANK 6. TMB 7. UOB 8.TBANK Branch ...... Type of Account ...... Account No...... (The name of the account holder must be the same as the name of Offeree stated in the Tender Offer Acceptance Form. Besides, the Offere must provide either a certified copy of the first page of the savings deposit pass book or a certified copy of the current account statement).

I/We hereby certify that all NVDRs offered for sale are free from any encumbrance.

Signed...... Proxy Signed...... Offeree (……………………………………………….…… ) (………...………...... ) ------Receipt of Transfer of Scripless NVDR and Tender Offer Acceptance Form Date...... Acceptance Form No. ……………………………….. KT ZMICO Securities Company Limited has received the Tender Offer Acceptance Form to purchase NVDRs of the Ordinary Shares of Golden Lime PCL and the Transfer of Scripless NVDR with the document to transfer NVDRs totaling…………………………………………...units of NVDR from Mr. / Mrs / Miss / Company...... ………. Receive the Payment: Collect the cheque by myself/ourselves at KT ZMICO Securities Company Limited Send the cheque via registered post to the address above Transfer to Bank 1. BAY 2. SCB 3. BBL 4.KTB 5. KBANK 6. TMB 7. UOB 8.TBANK Branch ...... Type of Account ...... Account No......

Signed ...... Recipient (...... )

Form 3-3

Confirmation of Securities Cost Form for NVDR (For Foreign Juristic Person not carrying business in Thailand)

Date......

To: CE Lime (Thailand) Limited (“Tender Offeror”) KT ZMICO Securities Company Limited (“Tender Offer Agent”)

With reference to the Tender Offer to purchase NVDR of Golden Lime Public Company Limited by the Offeror, I/We...... Nationality...... Tax Identification No. (if any) ...... accept to sell …………………..…… of NVDRs representing ordinary shares of Golden Lime Public Company Limited. subject to the Tender Offer by CE Lime (Thailand) Limited. I/We hereby declare the cost of tendered shares as the evidence for the withholding tax purpose as follow:

NVDR certification No. / Transfer Slip No. Cost per unit No. of NVDR (Transfer date) (THB)

Total

I/We hereby certify that the aforementioned statement is true.

Signed...... Offeree (...... )

Note If the Offeree, Foreign Juristic Person does not engage in business in Thailand, fails to declare the cost basis or attach the evidence that demonstates the cost basis, the Tender Offer Agent will determine the amount of withholding tax based on the entire proceeds of the shares sold

Form 3-4

Affix Power of Attorney Stamp Duty Made at...... Date ......

By this Power of Attorney, I/We ...... Age...... years Nationality...... Address...... ……..……. ID Number …………………………. Tel …………...... ….………….. hold (s)…………NVDRs of Golden Lime Public Company Limited. Hereby authorize ...... Age ...... years Nationality...... Address...... ……………………….. ID Number ………………………. Tel ……………………………… (the “Proxy”) to act for and on my/our behalf to:

Sell, transfer and submit the NVDRs representing ordinary shares of Golden Lime Public Company Limited. Collect the proceeds from the sale of NVDRs of Golden Lime Public Company Limited.

All acts will be operated through KT ZMICO Securities Company Limited

Any act performed by the Attorney within the scope of power granted by this Power of Attorney shall be considered as if I/We performed that act by myself/ourselves.

Signed ...... Grantor (…...... )

Signed ...... Proxy (…...... )

Signed ...... Witness (…...... )

Note: 1. Stamp duty of THB30 2. The grantor is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of registered company or certificate of Incorporation (Thai Juristic Person) 3. The attorney-in-fact is required to attach the following documents with certified true copies of the authorized representatives(s): a. Certified true copies of ID card (Thai Individual) or b. Certified true copies of passport or alien certificate (Foreign Individual) 4. In case that the grantor and/or attorney-in-fact is foreign juristic person the true copies of registered company, certificate of Incorporation, passport or alien certificate must be certified by the notary public officer and Thai embassy or Thai consulate in the country where the documents were prepared not more than six months prior to the last day of the tender offer period.

Attachment 4 Request Form for Rectifying Items in the Securities Holder Record

TSD-301 Amending securities holder records Date…………………………….………

I/We…...... national I.D. card/passport/company Registration no………….…………..……. hereby request the Thailand Securities Depository Co., Ltd. (“TSD”) amend the following information pertaining to myself. Type of information Previous information Amended information Honorific (Mr./Mrs./Miss) First name - last name For general contacts

Address for sending proxy form Use the amended address as above and the meeting invitation to Specify the address* …………………………………………………………………….…………………….. shareholders (Principal address) ……………………………………………………………………………………… …………..…………..…………. In case of holding shares as at the date of XM book closing *To be effective for selecting Principal address, your specified address must be the same as the address which you previously registered with TSD or Broker/Custodian. Postal code Home / Office telephone No. Mobile phone / Fax No. email address This email address is used for getting the result of amendment from TSD Other......

To be effective in time for the book closing date, TSD must receive all documentation at least five working days prior to such date. If the securities holder has deposited the securities in question with his/her broker/custodian, the securities holder should contact that broker/custodian. The given above mailing address must be able to receive documents and must not be a post office number. I/ We hereby certify that the aforementioned statements are complete and true. Should TSD incur any direct or indirect damage, obligation or expense due to complying with my request as given above, I/we shall be fully responsible and shall unconditionally compensate TSD in full.

Please turn page over for list of required documents Signature……………………………………………….Securities holder (...... ) Mobile Phone ……......

(If a proxy has been assigned, please sign as both the securities holder and the grantor.)

I/We here by authorize ………………………...... as my/our representative, with full authority to file this application. Revenue Signature……………………………………....Grantor Signature…………………………………………...….Grantee stamp

(...... ) (...... ) Tel. ………………………THB 10

For official use only I have already checked all original identification documents Date…...... Transaction No...... Checker...... Signature...... Officer

Documents to be submitted for amending securities holder records

1. Application for amending securities holder records signed by securities holder. 2. If requesting a change name/ surname, please attach the original share certificate and a copy of the certificate showing a change of name or surname or marriage or divorce certificate as the case may be. 3. Identification documents, according to the type of person. In case of other individuals, please contact SET Contact Center at +662 009 9999

Type of person Documents to support request to change name/ surname Documents for other types of requests Individual person -The original and a copy of the person’s Thai national I.D. card, certified true with an original signature. - A copy of the person’s Thai national -Thai Nationality * If the original of the person’s Thai national I.D. card cannot be shown, or the documents are being I.D. card, certified true with an original submitted by registered mail, signature. please attach a copy of the person’s Thai national I.D. card, certified true with an original signature and the original of the document issued by the sub-district or district office to use instead of the original Thai national I.D. card , certified within the past 90 days, as the case may be. Individual person -The original and a copy of the signatory’s alien identity card or passport, certified true with an - A copy of the signatory’s alien identity -Other Nationalities original signature. card or passport, certified true with * If the original passport cannot be shown or the documents are being submitted by registered mail, an original signature. - The copy of the passport has to been certified by a notary public, and both the copy and notary public stamp certified by the Thai embassy or consulate within the past 12 months before being submitted to TSD. Juristic person 1. A copy of the juristic person certificate issued by the Ministry of Commerce within the past 12 months, with the original signatures - Thai Nationality of directors authorized to represent the company or their representatives, following the company’s conditions. 2. A copy of the national I.D. card /alien identity card / passport of directors who are authorized to represent the company, certified true with original signatures. Juristic person 1. A copy of the company’s registration certificate issued by the regulating government agency. 2. A copy of the juristic person’s affidavit of incorporation showing directors authorized to bind the company and conditions relating thereto, - Other Nationalities showing the company’s headquarters location and authority of the signatory. This affidavit must be issued by an authorized official of the juristic person or the government agency having jurisdiction over the juristic person. 3. A copy of the passport or other official identity document of each authorized director signing this document, certified true with original signature. All documents for “Other Nationalities” above, must have been : 1. Certified true by a notary public or agency of the government having jurisdiction where the document was executed. 2. Certified true by the Thai embassy or consulate in the country having jurisdiction over the affidavit of incorporation and notary public whose stamp has been affixed. 3. Certified within the past 12 months before being submitted to TSD. 4. Translated into English if necessary.

Attachment 5 Financial Support Letter from the Lender

Attachment 6 Letters of Undertaking

6-1 Letter of Undertaking from Mr. Kiatikul Monsereenusorn and Mr. Kitimethee Monsereenusorn 6-2 Letter of Undertaking from Miss Tongrak Kijwatanachai