-Information Memorandum- KHONBURI SUGAR PUBLIC COMPANY LIMITED (KBS) Head Office: 164 Soi Sukhumvit 23 (Prasarnmit) Sukhumvit Rd, Klongtoey Nua, Wattana, Bangkok 10110 Tel: (662) 260-4951 Fax: (662) 260-4950 Website: www.kbs.co.th Factory Location: 289 Moo 13 Jarakhe-hin, Khonburi, Nakornratchasima 30250 Tel: (664) 444-8338 Fax: (664) 444-9020

Listing Date As at 27 May 2011 (Trading commencement on 27 May 2011)

Listing Securities 500,000,000 ordinary shares with a par value Baht 1 per share, totaling Baht 500,000,000

Company’s Capital As at 27 May 2011(Trading commencement date) Registered capital Ordinary shares: Baht 500,000,000 Paid-up capital Ordinary shares: Baht 500,000,000

Secondary Market Stock Exchange of Thailand (the “SET”)

Offering Price Baht 9.1 per share The Company offers 150,000,000 new common shares and existing shareholders offer 26,000,000 existing common shares. Existing shareholders that offer to sale include: Kosol Nuntileepong 6,500,000 shares Tarinee Sermleelatham 6,500,000 shares Kan Tawiltermsup 6,500,000 shares Teerawat Tawiltermsup 6,500,000 shars

Offering Dates 19, 20 and 23 May 2011

Use of Proceeds Approximate Amount Use of Proceeds (Baht millions) 1. Expansion of electricity business 500.0 2. Sugar production capacity expansion and investment in machine development and 400.0 breeding project 3. Working Capital 465.0 Total 1,365.0

Green Shoe Option -None-

Type of Business and Nature of Operation Khonburi Sugar Public Company Limited was established in 1965. The Company produces sugar from sugarcane. Sugars that the Company produced include refined sugar, white sugar, brown sugar, and raw sugar. At present, the Company business can be divided into two businesses including 1) sugar production and distribution business and 2) business related to by-products from sugar production process.

As a sugar manufacturer, the Company is fully integrated sugar company, operating as producer and distributor both domestically and internationally. Revenue from sugar sales is the main revenue for the Company, representing approximately 80% of the Company’s total revenue. Most of the revenues from the business related to by-products from sugar production process include revenue from selling molasses, revenue from selling electricity to Provincial Electricity Authority (PEA) and revenue from selling agricultural equipment to farmers.

The Company has three subsidiaries. One subsidiary has started its operation while two other subsidiaries were founded to support the Company’s future projects. The subsidiary that is operational is Agricultural Machines Service Co., Ltd. which provides agricultural machine service for sugarcane farmers. Subsidiaries founded to support future projects are Khonburi Power Plant Co., Ltd. and Khonburi Bio Energy Co., Ltd. Khonburi Power Plant Co., Ltd. was founded to support electricity generation project with bagasses as feedstock. Currently, Khonburi Power Plant has already installed new 15MW turbine generator for the project. Khonburi Bio Energy Co., Ltd. was founded to support ethanol production project with molasses as feedstock. Khonburi Bio Energy Co., Ltd. has no operation presently. If there are positive factors in the future such as gasoline price, government policy regarding renewable energy etc., Khonburi Bio Energy will consider investment in this business again. Revenue Structure The revenue structure of the Company for fiscal year 2008, 2009, 2010 and the first quarter of 2011 (the Company’s accounting period starts from October 1st and ends on September 30th) are as followed:- (Unit: million Baht)

Fiscal Year 2008 Fiscal Year 2009 Fiscal Year 2010 Q1 Fiscal Year 2011

1. Revenue from Sugar Sales

Domestic 695.9 825.4 936.6 211.9

International 1,675.4 1,824.9 3,019.7 - Total 2,371.3 2,650.3 3,956.3 211.9

2. Revenue from Molasses Sales

Domestic 180.9 284.2 388.5 57.3

International 23.1 9.6 0.0 - Total 204.0 293.8 388.5 57.3 3. Revenue from others sales .

Electricity 45.9 42.2 66.9 3.4

Other Sales and Services* 263.3 176.6 271.4 51.8 Total 309.2 218.8 338.3 55.2

Total Revenue from Sales and Services 2,884.3 3,162.9 4,683.0 324.3

Note: -Other sales and Services revenue include revenue from gasoline sold to farmers’ trucks that deliver cane to the factory and revenue from agricultural products sales such as fertilization and agricultural tools

Distribution Channels

In domestic market, the Company distributes sugar through four main channels which are 1) Industrial customers, 2) Modern trade customers, 3) Wholesalers and 4) Direct sales to end consumers

According to the Sugar Cane and Sugar act of 1984, a sugar company can export sugar only through authorized export companies. Khonburi Sugar PCL. appointed The Thai Sugar Trading Corp. Ltd. as its export agent. The Company is responsible for negotiating with its customers overseas while The Thai Sugar Trading Corp. Ltd. is responsible for exporting, documenting, and collecting money from the Company’s customers overseas. All company’s overseas customers are large international traders.

For the distribution of by-products from sugar production process, the Company sells molasses to ethanol manufacturers and to customers in the food industry. For electricity, the Company only sells electricity to the Provincial Electricity Authority (“PEA”).

Sources of Supply The Company buys sugarcane from farmers in the area close to the factory for its sugar production. Normally, the Company will give financial support to the farmers to sponsor the plantation of sugar cane. The sum given to farmers is considered as advance payment for the purchases of sugar cane. During the harvest season, farmers will deliver sugar cane to the Company to offset the advances received.

The Company believes sugar cane procurement is an important part of the business because sugarcane is the Company’s main raw material for its sugar production. Thus, the Company established supporting offices located within the factory’s proximity, where agricultural specialists are positioned to provide agricultural knowledge and promote the plantation of sugar cane.

Market Competition As sugar is considered as necessary commodity, the Company is able to sell as much sugar as it can produce. Therefore, the competition within the industry is not as intensive as in the other industries. Normally the sugar factories have high fixed cost and thus, sugar companies have to secure as much as sugarcane they can to reduce cost per unit. Competition among sugar factories is more towards the competition to secure raw material. Sugar companies that have factory located close to the Company’s factory include Surin Sugar Co., Ltd., Korach Industry Co., Ltd., Burirum Sugar Co., Ltd., and Anvian Industry Co., Ltd.

Environmental Impacts The Company has limited residuals from its production process because by-products from production process such as bagasse, filter cake and molasses can be used for other purposes. The company adopts a close water system. Thus, the wastewater will not be discharged outside. The company burns bagasse in its electricity generation process with might involve dust emission. However, the Company has controlled to ensure that the air quality is within the industrial standards.

Summary of Material Contracts Power purchase agreement VSPP-PEA 077/2550 between Khonburi Sugar Company Limited (“Electricity producer”) and Provincial Electricity Authority (“Electricity authority”) signed on December 3rd, 2007 and modifying contract agreement VSPP-PEA 077/2550 no.1 signed on October 21st, 2009. Electricity producer, considered as a very small power producer (VSPP), agrees to supply electricity at the maximum limit of 8 MW at 22,000 Volt to the specified electricity authority. The length of the contract is one year after the signing date, and it will be automatically renewed every year until the contract is terminated. The electricity producer can cease the contract by submitting the letter stating the intention to cease the contract to the electricity authority. If one of the parties violates terms and conditions specified in the contract, the other party shall send the letter to notify the other party regarding the violation. If the violating party does not take action to remedy the event of violation, the other party can terminate the contract.

Feasibility Study -None-

Technical and Management Assistance -None-

Future Projects Khonburi Sugar Public Company Limited holds 99.9% shares of Khonburi Power Plant Co., Ltd, which has been established to operate the electricity generation project with bagasses as feedstock. Khonburi Power Plant Co., Ltd will buy bagasse from Khonburi Sugar Public Company Limited. The electricity produced by Khonburi Power Plant Co., Ltd, will be sold to the Provincial Electricity Authority and to Khonburi Sugar Public Company Limited. The total electricity output is approximately 15 MW. In addition, Khonburi Power Plant Co., Ltd will also sell water streams to Khonburi Sugar Public Company Limited.

The investment for the project is expected to be Baht720 million which will use debt and equity in the ratio of 75:25. The Company has already purchased and installed new 15 MW turbine generator. The Company is under consideration for purchasing boiler. Khonburi Power Plant Co., Ltd. is expected to be able to generate electricity within fiscal year 2013.

Related Party Transactions 1. Transactions with shareholders 1.1 Transactions with Mr.Somkiat Twiltermsup Mr.Somkiat Twiltermsup is an authorized director and holds approximately 9% of the company’s shares and holds 7.8% of Khonburi Capital Co., Ltd’s shares. Khonburi Capital Co., Ltd holds 37.1% of the company’s shares.

1.1.1 Director Loan - Agriculture Machine Services Co., Ltd. borrows Baht 2,000,000 from Mr.Somkiat Twiltermsup to finance its working capital. The loan agreement required no interest. Agriculture Machine Services Co., Ltd. fully repaid this director loan on November 26th, 2010. - Khonburi Bio Energy Co., Ltd. borrows Baht 5,000,000 from Mr.Somkiat Twiltermsup to finance its working capital. The loan agreement required no interest. Agriculture Machine Services Co., Ltd. fully repaid this director loan on October 4th, 2010.

Rationale for, and necessity of, the transaction: to support the Company as director and shareholder of the companies. The companies has fully repaid the aforementioned director loans

1.2 Transaction with Mr.Takon Tawintermsup, Mr.Somkiat Twiltermsup, Mr Issara Twiltermsup and Mr.Somchai Twiltermsup. Mr.Takon Tawintermsup, Mr.Somkiat Twiltermsup, and Mr.Issara Twiltermsup holds 8.0%, 9.0% and 14.1% of the Company’s share respectively. Moreover, Mr.Takon Tawintermsup, Mr.Somkiat Twiltermsup and Mr. Issara Twiltermsup also holds 0.1%, 7.8% and 10.0% of in Khonburi Capital Co., Ltd’s shares respectively. Khonburi Capital Co., Ltd holds 37.1% of the Company’s shares. Somchai Twiltermsup is a father of Mr. Issara Twiltermsup.

1.2.1 Guarantee loan for the Company The Company entered into a loan agreement with a financial institution with a loan amout of Baht 3,867 million. Mr. Somchai Twiltermsup, and three directors of the Company (Mr.Takon Tawintermsup, Mr.Somkiat Twiltermsup, and Mr.Issara Twiltermsup holds) serve as guarantor to the loan to the Company without charge. At the moment, the company is negotiating with the financial institution to amend the loan agreement to remove the guarantees by Mr. Somchai Tawiltermsup and company’s directors. The negotiation is expected to complete after the initial public offering.

Rationale for, and necessity of, the transaction: The Guarantee was necessary to secure loan for the Company

2. Transactions with related companies 2.1 Transactions with NY Development Co., Ltd. N.Y. Development Co., Ltd is 100% owned by the major shareholders of the Company. Mr. Issara Twiltermsup, one of the Company’s directors, is also an authorized director of N.Y. Development Co., Ltd.

2.1.1 The sales of unused property The company sold 7 land plots located in Khlongplu, District, province, title deed number 12763 and in Tambon Nongyai, Nongyai District, , title deed number 3040, 3042, 3090, 3091, 3092 and 18577. The land plots have a total area of 170 Rai 1 Ngan 3 sq. m. There are also four buildings on the land. The transaction is worth approximately Baht 28 million. The selling price was the appraised value by an independent appraiser.

Rationale for, and necessity of, the transaction: to dispose inactive assets at an appropriate price

2.1.2 Organic Fertilizer Transaction The Company buys organic fertilizer from N.Y. Development Co., Ltd. and sells it to sugarcane farmers to support farmers cane cultivation. The price paid by the company is comparable to the price N.Y. Development Co., Ltd. sells to the other customers. The total value of organic fertilizer bought from N.Y. Development Co., Ltd. during fiscal year 2010 is Baht1.1 million.

Rationale for, and necessity of, the transaction: transaction is a normal operation of the Company. The price is reasonable.

2.2 Transaction with The Thai Sugar Trading Corporation Ltd. The Company holds 8.7% of The Thai Sugar Trading Corporation Ltd.’s shares. Mr. Somchai Twiltermsup, who is among the major shareholders of the Company, is also an authorized director of The Thai Sugar Trading Corporation Ltd.

2.2.1 Administrative and Export Expenses The Company appointed The Thai Sugar Trading Corporation Ltd., a sugar export companies authorized by the Cane and Sugar Board. The Company pays service fees which include exporting agent fee, financial instrument agent fee, exporting fee, documentation fee and custom clearance fees to The Thai Sugar Trading Corporation Ltd. The total fees that the Company paid in fiscal year 2010 is Baht 7.3 million.

Rationale for, and necessity of, the transaction: The Company appoints The Thai Sugar Trading Corporation Ltd. as its export agent to comply with the related laws and regulations. The fees charged are comparable to the fees The Thai Sugar Trading Corporation Ltd. charged to the other customers.

2.2.2 Interest Expense The Thai Sugar Trading Corporation Ltd. enters packing credit contract with a financial institution to receive financial support for the Company. The Thai Sugar Trading Corporation Ltd. will transfer funds received from financial institution to the Company. After receives the payment, the Company will issue a promissory note to The Thai Sugar Trading Corporation Ltd. as a receipt. The interest rate, specified in the promissory notes, equals to the rate The Thai Sugar Trading Corporation Ltd. paid to the financial institution. The total interest that the Company paid in fiscal year 2010 is Baht 16.3 million.

Rationale for, and necessity of, the transaction: The appointment of The Thai Sugar Trading Coporation Ltd. as agent to receive financial support is necessary to comply with the related laws and regulations. The interest rate charged by The Thai Sugar Trading Corporation Ltd. is appropriate.

2.3 Transaction with Talaysub Co., Ltd. Talaysub Co., Ltd is 100% owned by the major shareholders of the Company. Mr. Issara Twiltermsup, one of the Company’s directors, is also an authorized director of Talaysub Co., Ltd.

2.3.1 Transaction regarding area rental The Company rents an office space from Talaysub Co., Ltd. The rental fee charged to the Company is comparable to the rate Talaysub Co., Ltd. charged to the other tenants with the same contract length. The service fee charged to the Company is comparable to service fee Talaysub Co., Ltd. charges to the other tenants. (Unit: Million Baht) Fiscal Year ended Three months ended 30 September 2010 31 December 2010 Leasehold Right Amortization 0.5 0.13 Service and Utility Expenses 0.6 0.14 Rental Expenses - 0.05 Services Fee Payable 0.03 0.16

Rationale for, and necessity of, the transaction: The transactions were normal business operation. The rental fee and the service fee are reasonable.

2.4. Transaction with N.Y. Rubber Co., Ltd N.Y. Rubber Co., Ltd is 100% owned by the major shareholders of the Company. Mr. Issara Twiltermsup and Mr. Amnart Rumpoeypong, the Company’s directors, are also directors of N.Y. Rubber Co., Ltd.

2.4.1 Leasehold Right Transfer Transaction The Company agrees to transfer leasehold right of the room number 2D with total area of 99 square meters to N.Y. Rubber Co., Ltd. from January 16th, 2011 to October 15th, 2026. The value of leasehold right is Baht 1,710,984.2. Moreover, the Company agrees to receive the leasehold right of the room number 3D with total area of 109 square meters from January 16th, 2011 to October 15th, 2026. The value of leasehold right is Baht 1,880,388.2. The transfer and receive of leasehold rights benefit both companies. The Company agreed to pay the difference in leasehold value of Baht169,404 to N.Y. Rubber Co., Ltd.

Rationale for, and necessity of, the transaction: The transactions benefit the Company and related party. The payment of the difference in leasehold value is reasonable.

3. Group Restructuring Transactions From December 2008 to September 2010, the group company has restructured its shareholding structure among the companies in the group to increase transparency and reduce conflict of interest. The Company purchased shares of three companies that have operation directly related to the sugar production. The detail of the transactions are as followed:-

Amount Date Shares Seller/ Issuer (Baht mm) 18 Dec 2009 Agricultural Machine Services Co., Ltd’s newly issued shares: Agricultural Machine Services 19.0 1,900,000 Shares Co., Ltd. 26 Aug 2010 Agricultural Machine Services Co., Ltd’s shares: 33,332 Shares Issara Twiltermsup 0.3 Agricultural Machine Services Co., Ltd’s shares: 33,333 Shares Takon Tawintermsup 0.3 Agricultural Machine Services Co., Ltd’s shares: 33,331 Shares Somkiat Tawiltermsup 0.3 24 Mar 2010 Khonburi Power Plant Co., Ltd.’s newly issued common shares: Khonburi Power Plant Co., Ltd. 99.5 19,900,000 shares 26 Aug 2010 Khonburi Power Plant Co., Ltd.’s common shares: 24,899 shares Issara Twiltermsup 0.2 Khonburi Power Plant Co., Ltd.’s common shares: 24,899 shares Takon Tawintermsup 0.2 Khonburi Power Plant Co., Ltd.’s common shares: 24,899 shares Somkiat Tawiltermsup 0.2 Khonburi Power Plant Co., Ltd.’s common shares: 24,899 shares Kun Twiltermsup 0.2 26 Aug 2010 Khonburi Bio Energy Co., Ltd.’s common shares: 4,999 shares Issara Twiltermsup 0.4 Khonburi Bio Energy Co., Ltd.’s common shares: 2,999 shares Takon Tawintermsup 0.2 Khonburi Bio Energy Co., Ltd.’s common shares: 2,999 shares Somkiat Tawiltermsup 0.2

Rationale for, and necessity of, the transaction: the sale and purchase price was reasonable. The transaction increase group transparency

Summary of Audit Committee Opinion Audit Committee has examined the related parties transaction of the Company during fiscal year ended 30 September 2010 and during three months ended 31 December 2010 in Audit Committee Meeting 1/2010 held on 30 November 2010 and Audit Committee Meeting 3/2011 held on 28 February 2011. Audit Committee concludes that the transactions during those two periods were reasonable and it is necessary for normal operation of the Company.

Related Party Transaction Approval Process The Company and subsidiaries can enter into related party’s transaction if it operates according to the Notification of the Capital Market Supervisory Board No. Tor. Jor. 21/2551 Re: Connected Part Transactions Rules

Contingencies and Commitments As of December 31st, 2010 the Company has the following commitments:- 1) The Company has commitment to deliver sugar according to the sugar and molasse sale purchase agreements. The Company has to deliver sugar and molasse with total value of Baht 2,728.8 million and Baht 217.0 million, respectively 2) The Company and its subsidiaries have liability to pay Baht 78.1 million and Baht 4.2 million according to construction agreement and machine purchase agreement, respectively.

Risk Factors 1. Risk from global sugar price fluctuation Sugar is considered as one of the most volatile agriculture commodities in terms of price. The sugar price depends on many factors such as demand-supply of producing countries, importing countries, exporting countries, and importing countries as well as speculation from speculators. The price movement will also depend on the climate change (which could be favorable or unfavorable for the sugarcane cultivation in each country) and government policy, regarding import and export of sugar especially in the developed countries. Sugar price also has a relationship with fuel price because sugarcane as well as bagasse can be used to produce ethanol. Because revenue from exporting sugar is accounted for approximately 60-70% of the Company’s total revenue, the global sugar price has direct impact to the Company’s revenue. If the global sugar price declines, the Company will have lower revenue. In term of raw material cost, sugar cane cost which is main raw material for sugar production will change according to 70:30 benefit allocation schemes. If the sugar price fell 100%, sugar cane farmer will be affected from the reduction of sugar cane price of approximately 70% and the sugar factories will be affected approximately 30%. During 2009 and 2010, global sugar price was very volatile. Thus, the Company has to manage risk by using financial instrument such as future contact/ options to reduce the volatility of the Company’s net profit. However, the future contract may have a negative impact on company’s quarterly performance because the Company has to record profit and loss according to the fair value of the option at the end of each accounting period which might not perfectly match with the delivery of sugar physically.

2. Risk from source of supply – Sugarcane Sugar cane is the main raw material for sugar production process. Therefore, the performance of the Company is highly related to the amount of sugar cane that the Company can secure for the production process. In the production year that Thailand has less sugar cane, the Company will be able to produce less sugar, cost per unit will increase and profit per unit will decrease. In the year that sugar cane volume is very low, the competition to secure sugar cane among sugar producers might be more intense which can further drive up the raw material cost and lower the Company’s profit. The company limits this risk by building a good relationship with sugarcane farmers and supporting sugarcane cultivation, with the objective to increase income of the sugarcane farmers. The Company believes that the higher income will attract farmers to cultivate and deliver sugar cane to the Company.

3. Risk from sugarcane price The sugarcane and sugar industry in Thailand is regulated under 70:30 benefit allocation scheme. The sugarcane price will be calculated by the Cane and Sugar Board so that the sugar farmers can receive 70% of the sugar industry lump sum revenue less related expenses. The Cane and Sugar Board calculates the cane price using Thai Cane & Sugar Corporation Ltd.’s average export price. Thus, the raw material price will vary in relation with the price that Thai Cane & Sugar Corporation Ltd. export. If the Company exports sugar (Quota C) at the average price lower than that of Thai Cane & Sugar Corporation Ltd., the Company has to pay sugar cane price at the higher rate and might affect profit margin and net profit of the Company.

4. Risk from the quality of raw material – Sugarcane The quality or the sweetness of sugarcane is the main factor that has effect to the amount of sugar that the Company can produce. The main factor that can affect the quality of sugar cane is climate condition. Normally, most of the sugar is sold through the future contract. The quantity and price will be pre-determined 6 months to 1 year in advance. When the sugarcane has low quality, the Company will be able to produce sugar less than the amount forecasted. In the extreme case, the Company might not have enough sugar to deliver to the customer. The Company continuously monitors the quality of the sugarcane. In the case that the sweetness of sugarcane is lower than normal, the Company might consider buying sugar to deliver to its customer or use financial instrument such as future contract or options to manage risk. In 2010, although the Company has experienced the problem regarding the quality of sugarcane which resulted in a decrease of the sweetness of the sugarcane, the Company was able to maintain gross profit margin at the level similar to that in 2009.

5. Risk from the volatility of sugar sales The seasonal effect is normal for production and sales of sugar. Normally, sugarcane harvesting season starts at the end of November or the beginning of December. Therefore, the sugar plants will start its sugar production and will stop production at the end of March or beginning of April. Sugar companies will start selling sugar in January and continue to sell sugar until the end of the production season. The Company will consider timing for selling sugar from several factors such as the level of inventory, the amount of sugar produced and the global price of the sugar. Thus, the revenue from sugar sales can be varied quarter by quarter. In the quarter that revenue from sugar sales is low, the Company will have lower profit as well.

6. Risk from government’s policy Thai sugarcane and sugar industry is controlled and regulated by The Cane and Sugar Board according to the Sugar Cane and Sugar act of 1984. The main points of the act are the quota system (Quota A for domestic consumption and Quota B and C for export) the 70:30 benefit allocation scheme, and control the entrance of new sugar manufacturer. All of the policies and regulations from the Cane and Sugar Board have direct impact to the cost of the production and performance of the Company. For example, 70:30 benefit allocation scheme will determine the price of sugar cane that the sugar plants need to pay the farmers. Regulations regarding sugar export, policy regarding sugar price in the country or free trade policy regarding sugar business can also affect the performance of the Company. The Company believes that the policies can determine the direction of the sugarcane and sugar industry. Therefore, the Company has cooperated with other sugar manufacturers and sugarcane farmer associations to make good understanding with government sector. The company believes that good understanding between government and private sector can help reduce risk regarding the change of the policy.

Lawsuit -None-

Number of Employees As of December 31st, 2010, the company has 568 employess.

Company Background 1965 - Nongyai Industrial Co., Ltd was established with a registered capital of Baht 1 million and a production capacity of 1,500 tones per day 1967-1977 - With a continuous expansion in Thai sugarcane and sugar industry, the company decided to increase registered capital to Baht 100 million. The company also increased its production capacity from 1,500 tones per day to 3,000 tones per day 1977-1987 - Increased the production capacity twice. The production capacity reached 6,000 tones per day in 1983 1993 - Increased registered capital to Baht 300 million to improve the system and efficiency of production system 1996 - Relocated the production facility to Khonburi district, Nakhonratchasima province with production capacity of 13,690 tones per day because of the decrease in sugarcane cultivation area in the eastern of Thailand 1997 - Increased its registered capital to Baht 450 million to fund the relocation of company’s factory to Khonburi district, Nakhonratchasima province. 1998 - Increased its registered capital to Baht 900 million 2006 - Increased its registered capital to Baht 1,400 million to expand the production capacity from 13,690 tones per day to 21,000 tones per day 2007 - Changed the company‘s name to Khonburi Sugar Company Limited according to the location of the plant - Invested in a breeding project. The project is also officially supported by National Science and Technology Development Agency (NSTDA) 2008 - Awarded 2008 Honorable Mention for best sugar factory from Office of the Cane and Sugar Board (“OCSB”) - Reduced its registered capital to Baht 350 million to reduce retained loss 2009 - Started packing sugar into the packaged according to customer needs (OEM service) to increase revenue from packing service - Awarded 2009 Honorable Mention for best sugar factory from OCSB - Acquired shares of the company that has operation connected to sugar production business, Agricultural Machine Services Co., Ltd., from the Company’s shareholders to restructure the group structure, prepare to be listed in the stock exchange and improve the flexibility of the operation 2010 - Acquired shares of two more companies that has operation connected to sugar production business, Khonburi Power Plant Co., Ltd. and Khonburi Bio Energy Co., Ltd. - The Company changed sugarcane crusher to improve its crushing capacity to 23,000 tones per day - Amended the power purchase agreement with Provincial Electricity Authority (PEA) from 6 MW to 8 MW - Purchased a new 15 MW Turbine Generator to increase efficiency in electricity production that use sugar production by-products as feedstock - Changed the Company’s information system to Enterprise Resource Planning (ERP) to improve Company’s competitiveness to international standard. - Developed agricultural machinery and prototype of cane chopper which suitable for the landscape in Thailand. The machines has been tested to prepare for mass production - Converted into a public company on December 23rd, 2010

Investment in Subsidiary As of December 31st, 2010 / Associated/Related Companies

(Unit: Million Baht) Paid-up % of Investment Name Type of business Capital shareholding Cost Agricultural Machine and Renting of agricultural machine to 20 99.9 20 Services Co., Ltd. farmer Khonburi Power Plant Co., Electricity generation from 200 99.9 200 bagasse Khonburi Bio Energy Currently has no operation 7 99.9 7 Co., Ltd

Change in Capital in the last 3 years

(Unit: Million Baht) Capital increase After the increase Date (decrease) (decrease) (Note) September 9th, 2008 (1,050) 350 Reduced par value from 10,000 baht/ share to 2,500 baht/share to eliminate retained loss December 16th, 2010 150 500 Increase of registered capital for the purpose of public offering

Accounting Period From October 1st to September 30th

Auditor Mr. Sopon Permsiriwallop Ernst & Young Office Limited

Registrar Thailand Securities Depository Co., Ltd.

Financial Advisor Kasikorn Securites Pcl.

Dividend Policy The Company has policy to pay dividend of not less than 40% of net profit after deduction of all reserve funds according to requirements of the Articles of Association and relevant laws. Payment of dividends must have no impact to the normal operation of the Company as seen appropriate by the Board of Directors and such operation must give best benefit to the shareholders

B.O.I. Certificates Khonburi Power Plant Co., Ltd., a subsidiary of the Company, has been supported from the Bord of Investment (BOI) to produce electricity and water stream. The benefit and conditions under BOI privilege that Khonburi Power Plant Co., Ltd. received from BOI are as followed:-

BOI Certificate Number 1521(1)/ 2552 Benefits - Tax-exempt on the imports of machinery - Tax-exempt and Tax relief privileges A. Receives a 100% corporate tax-exempt for 8 years starts from the first day the company generates revenue B. Receives a 50% corporate tax-exempt for 5 years after the term in clause A. - Double deduction of transportation, water and electricity cost for 10 years starts from the first day the company generates revenue - Deduction of 25% of infrastructure construction and installation costs for 10 years starts from the first day the company generates revenue

Number of Shareholders As of May 24th, 2011

Number of Number of % of paid-up

Shareholders Shares Capital 1. Strategic sharesholders 1.1 Directors, manager, and executive management 12 185,947,500 37.2

1.2 Shareholders who have a holding of above 5% 1 130,000,000 26.0 including related persons - - - 1.3 Controlling Shareholders 2. Non-Strategic shareholders hold > 1 trading unit 4,046 184,052,500 36.8 3. Non-Strategic shareholders hold < 1 trading unit - - - Total 4,059 500,000,000 100.0

Major Shareholders As of May 24th, 2011 Name No. of Shares % of paid-up Capital 1. Khonburi Capital Co., Ltd. 130,000,000 26.0 2. Mr. Issara Twiltermsup Group(1) 109,972,500 22.0 3. Mr. Somkiat Twiltermsup Group(2) 54,987,500 11.0 4 Mr. Takon Tawintermsup Group(3) 54,987,500 11.0 รวม (Total) 349,947,500 70.0

(1) Mr. Issara Twiltermsup Group include Mr. Issara Twiltermsup, Ms. Cholnatee Twiltermsup, Mr. Teerawat Twiltermsup, Mr. Kun Twiltermsup, Mr. Amnart Rumpoeypong, and Mr. Methee Sukvatayanon. On the first day trade, the group by Mr. Teerawat Twiltermsup and Mr. Kan Twiltermsup will deliver 13,000,000 shares. After such delivery the group will have a total of 96,972,500 shares or 19.4% of paid-up capital. (2) Mr. Somkiat Twiltermsup Group include Mr. Somkiat Twiltermsup, Mr. Tanasit Twiltermsup, Ms. Jitsupa Twiltermsup, Mr. Tanachote Twiltermsup and Ms. Tarinee Sermleelatum. On the first day trade, the group by Ms. Tarinee Sermleeratum will deliver 6,500,000 shares. After such delivery, the group will have a total of 48,487,500 shares or 9.7% of paid-up capital. (3) Mr. Takon Tawintermsup Group include Mr. Takon Tawintermsup, Ms. Rumpa Tawintermsup, Mr. Rungsan Tawintermsup, Mr. Rachot Tawintermsup and Mr. Kosol Nantileepong. On the first day trade, the group by Mr. Kosol Nantileepong will deliver 6,500,000 shares. After such delivery, the group will have a total of 48,487,500 shares or 9.7% of paid-up capital.

Foreign Shareholders As of May 24th, 2011 Number of foreign shareholders: 25 Total no. of share held 13,954,500 shares or 2.79% of paid-up capital Remark The Company has a foreign shareholding restriction pursuant to Article 13 of the Articles of Association of the Company : “The Company’s shares are transferable without any restriction except that foreigners may not hold more than forty- nine percent (49%) of the total issued shares in the Company” Board of Directors Position Appointed Date Mr. Suthep Wongvorazathe Chairman 19 September 2007 Mr. Takon Tawintermsup Director 1 February1991 Mr. Somkiat Twiltermsup Director 1 February1991 Mr. Issara Twiktermsup Director 4 January 2007 Mr. Amnart Rumpoeypong Director 5 June 2008 Mr. Sran SmutkochornDirector Independent Director 13 October 2010 Independent Director and Chairman of Audit 13 October 2010 Dr. Tawatchai Nakhata Committee Mr. Chusak Prachayangprecha Independent Director and Audit Committee 13 October 2010 Mrs. Suvimol Krittayakiern Independent Director and Audit Committee 13 October 2010

Audit Committee Board of Directors Meeting 4/2010, as of November 30th, 2010 has a resolution to appointed the audit committees as followed:- Audit Committee Members of the audit committee Chairman Dr. Thawatchai Nakata Member Mr. Chusak Pruchyangkhapreecha Member Mrs. Suvimol Krittayakian* Secretary Mrs. Wilai Tankhum *Audit Committee member who has knowledge in accounting and/or finance

Scope of duties and responsibilities 1. To verify that the Company has an accurate and adequate financial statements by coordinating with the external auditor and management who responsible for quarterly and annual financial statement. Audit committee may advise auditor to verify and examine the transaction that deem to be important 2. To advise the Board of Director and the management to improve the Company’s working process, system in order to reduce risks in many issues, to make the financial report accurate and to improve the efficiency of the company working process. 3. To verify that the company has proper and effective internal control and internal audit system, verify the independences of internal audit department, and to approve the appointment, remove and dismiss the head of the internal audit or any other units that responsible for the internal audit. 4. To verify that the Company conforms with laws regarding securities and stock exchange, regulations of the stock exchange, or laws regarding business of the Company. 5. To consider, select, propose an appointment, and propose remuneration to auditors of the Company and meeting with the auditor without management attendance at least once a year. 6. To consider related party transaction to comply with the laws regarding securities and stock exchange and regulations of the stock exchange to ensure that such transaction is reasonable and is for the best benefit for the Company, and consider the disclosure of related party transaction is accurate and adequate 7. To prepare an auditing report of the Audit Committee for disclosure in the annual report of the Company which such report must be signed by the Audit Committee Chairman. 8. If the Audit Committee found or suspect that any of the following transaction or action may have material impact to the financial status and the operation of the company, Audit Committee shall report to the Board of Directors for the improvement within the timeframe that Audit Committees consider appropriate:- (A) Conflict of interest transaction (B) Corruption or important defect of the internal control system (C) Violation of the laws regarding securities and stock exchange, regulations of stock exchange, or law regarding business of the companies. If the Board of Directors or the management of the Company don’t take action to improve the operation according to the timeframe specified in the first sentence, one of the Audit Committees shall report such transaction or action to the Securities and Exchange Commission or the Stock Exchange of Thailand 9. Audit committee may seek for independence from independence advisor under the company budget 10. Other duties or responsibilities that Board of Directors orders with the consent from Audit Committee

Term for holding office 1. Chairman 3 years 2. Member 3 years (Including the additional appointment to and removal from the audit committee)

Listing Conditions (If any) None

Silent Period Shareholders, who own common shares before the company’s public offering, holding 275,000,000 shares or 55% of paid up capital after the initial public offering certify to the Stock Exchange of Thailand that their shares will not be sold for the period of one year from the first trading date. Upon the expiry of 6 months period of the prescribed time, those shareholders will be allowed to sell 25% of the total amount of shares prohibited for sale and the rest after one year.

Relaxation None

Others Sugarcane and sugar industry is regulated under the Sugarcane and Sugar act of 1984 (“Sugar Act”). The main contents of the Sugar Act include Sugar Quota and 70:30 Benefit Allocation Scheme.

Quota System

Sugar in Thailand is allocated into three quotas including:-

- Quota A: is the quota for domestic consumption. Sugar Board will estimate the sugar consumption demand from the growth in population and economic every year. After consumption demand is estimated, Sugar Board will allocate Quota A sugar that each sugar companies have to sale domestically according to the production volume in the previous years.

- Quota B: is the raw sugar amount 800,000 tones. Sugarcane and Sugar Board directs the sugar companies to export sugar of 400,000 tones through Thai Cane and Sugar Corporation Ltd. Sugar companies will export the other 400,000 tones. For the sugar amount 400,000 tones that the sugar companies has to send to Thai Cane and Sugar Corporation Ltd. Sugarcane and Sugar Board will allocate according to the production volume in the previous years. The export price by Thai Cane and Sugar Corporation Ltd. will be used for the calculation of the industry.

- Quota C: is the remaining sugar from Quota A and B which sugar companies can export through authorized exporting companies.

70:30 Benefit Allocation Scheme

Sugarcane and Sugar industry in Thailand has benefit allocation scheme in which 70% of the industry’s benefit will be allocated to sugarcane farmer through sugarcane price and 30% of the industry’s benefit will be allocated to sugar companies. For the calculation of industry revenue, industry revenue can be divided into revenue from domestic sales and exporting revenue. Revenue from domestic sales will be calculated from controlled price and volume of Quota A, while exporting revenue is calculated using the price export by the Thai Sugarcane and Sugar Corporation Ltd. and volume of Quota B and C.

Khonburi Sugar Public Company Limited

YEAR TOTAL NET PROFIT2 EARNINGS1 DIVIDEND1 BOOK PAYOUT SALES (LOSS) (LOSS) (Baht/ VALUE1 RATIO (%) (in thousands) (in thousands) (Baht/Share) Share) (Baht/ (Baht/ Share) Share) 2008 2,884,452.9 59,845.9 0.17 - 1.81 - 2009 3,161,034.9 147,622.13 0.42 - 3.08 - 2010 4,657,273.0 177,695.8 0.51 - 3.38 - Three months 303,606.0 32,469.0 0.09 - 3.38 - ended December 31st, 2010 (Reviewed) Six months 1,964,378.0 256,935.0 0.73 - 3.96 - ended March 31st, 2011 (Reviewed) 1 Par at 1 Baht 2Net Income for the Equity holders of the parent 3 Including Baht 66.4 million gain from asset revaluation Khonburi Sugar Public Company Limited and subsidiaries

YEAR TOTAL NET PROFIT2 EARNINGS1 DIVIDEND1 BOOK PAYOUT SALES (LOSS) (LOSS) (Baht/ VALUE1 RATIO (in thousands) (in thousands) (Baht/Share) Share) (Baht/ (%) Share) (Baht/ Share) 2009 3,162,946.2 145,746.63 0.42 - 3.06 - 2010 4,683,002.4 168,024.6 0.48 - 3.30 - Three months 324,327.0 30,448.0 0.09 - 3.33 - ended December

31st, 2010

(Reviewed) Six months 1,993,234.0 265,978.0 0.76 - 3.94 - ended March 31st, 2011 (Reviewed) 1 Par at 1 Baht 2Net Income for the Equity holders of the parent 3 Including Baht 66.4 million gain from asset revaluation

Khonburi Sugar Public Company Limited and Subsidiaries Balance Sheet (Unit: Million Baht)

Separate Consolidated 30 Sep 30 Sep 30 Sep 31 Dec 31 Mar 30 Sep 30 Sep 31 Dec 31 Mar 2008 2009 2010 2010 2011 2009 2010 2010 2011 (Audited) (Audited) (Audited) (Reviewed) (Reviewed) (Audited) (Audited) (Reviewed) (Reviewed) Current assets 44.7 97.1 326.2 182.8 81.4 100.7 352.3 202.8 93.9 Cash and cash equivalents Trade accounts receivable 67.3 205.9 67.6 34.5 209.3 206.1 67.8 44.7 209.7 Planters receivable –net 251.2 277.5 166.4 429.3 208.5 277.5 305.7 429.3 208.5 Current portion of sugarcane plantation - - 90.2 - 190.0 - - - 190.0 loans Short term loan to subsidiaries - 3.0 - 7.8 7.8 - - - - Inventories -net 338.5 423.3 221.4 523.6 2,024.8 424.3 223.3 525.6 2,026.2 Other current assets Forward exchange contracts - - - - 19.5 - - - 19.5 receivable Advance payments 5.5 9.7 0.7 5.5 5.5 9.9 1.9 12.9 8.7 Prepaid expenses 1.9 3.2 3.1 8.0 5.7 3.2 3.5 9.0 6.3 Current portion of amounts due from 50.2 17.7 17.7 17.7 17.7 17.7 17.7 17.7 17.7 Office of the Cane and Sugar Fund Other receivable - subsidiaries - - 35.1 35.4 33.5 - - - - Others 6.0 3.7 4.1 11.1 15.9 5.2 16.7 23.0 25.6 Total current assets 765.3 1,041.2 932.5 1,255.8 2,819.6 1,044.7 988.9 1,264.9 2,806.2 Non-current assets Restricted deposits with financial 45.0 45.0 45.0 30.0 30.0 45.0 45.0 30.0 30.0 instiution Advance payment for shares –subsidiary - - 6.0 ------Investment in subsidiary - 199.0 121.5 127.5 127.5 - - - - Other long-term investments -net 7.3 7.5 7.7 8.7 8.1 7.5 7.7 8.7 8.1 Sugarcane plantation loans – net of - - 49.0 - 56.2 - - - 56.2 current portion Amounts due from the Office of the Cane 145.0 53.0 35.4 6.9 6.9 53.0 35.4 6.9 6.9 and Sugar Fund – net of current portion Property, plant and equipment - net 1,375.0 1,761.1 1,809.3 1,968.9 1,941.7 1,761.1 1,982.3 2,157.3 2,146.4 Non-operating assets –net 60.6 17.7 17.7 - - 17.7 17.7 - - Intangible asset –net - - - 13.9 12.3 - - 14.0 12.4 Other non-current assets 11.4 10.6 10.3 9.2 9.5 11.2 10.5 9.4 9.6 Total non-current assets 1,644.3 2,094.0 2,101.9 2,165.1 2,192.3 1,895.7 2,098.7 2,226.3 2,269.7 Total assets 2,409.6 3,135.2 3,034.4 3,421.0 5,011.9 2,940.4 3,087.6 3,491.2 5,075.9

Khonburi Sugar Public Company Limited and Subsidiaries Balance Sheet (Con’t) (Unit: Million Baht) Separate Consolidated 30 Sep 30 Sep 30 Sep 31 Dec 31 Mar 30 Sep 30 Sep 31 Dec 31 Mar 2008 2009 2010 2010 2011 2009 2010 2010 2011 (Audited) (Audited) (Audited) (Reviewed) (Reviewed) (Audited) (Audited) (Reviewed) (Reviewed) Current Liabilities Bank overdrafts and short-term loans 129.9 29.8 26.9 101.1 0.6 29.8 26.9 101.1 0.6 from financial institutions Trade accounts payable 136.2 211.2 139.0 471.5 750.4 211.2 144.4 481.4 756.3 Short-term loans from and accrued 73.9 162.5 - 40.1 999.3 167.5 5.0 - 959.1 interest to related parties Current portion of long-term loans from 63.3 51.3 110.8 203.9 206.9 51.3 122.3 226.9 229.9 financial institutions Long-term loan – classified as current ------101.5 - - liability Current portion of liabilities under 0.5 1.9 2.5 2.4 2.0 1.9 3.4 3.4 3.0 financial lease agreements Other current liabilities Advance received for inventories 28.0 73.8 49.0 109.5 243.7 73.8 49.0 109.5 243.7 Accrued expenses 18.1 25.5 25.4 22.6 47.9 25.6 26.5 32.7 49.6 Accrued expenses – related parties - 0.1 3.7 17.2 21.7 0.1 0.0 0.5 4.3 Corporate income tax payable 48.1 25.1 94.9 107.4 111.3 25.1 95.8 107.4 113.3 Cash payable under agreements to - - 141.6 - - - 141.6 - - sell sugar Forward exchange contracts payable - - - - 6.2 - - - 6.2 Unamortized premium from forward - - - - 20.3 - - - 20.3 exchange contracts Shares payable – subsidiary - 199.0 66.9 ------Amount due to the OSCB - 56.0 58.0 21.5 43.0 56.0 58.0 21.5 43.0 Others 26.6 45.1 119.9 130.5 132.2 47.2 128.8 139.5 135.3 Total Current Liabiliteis 524.7 881.5 838.4 1,227.7 2,585.5 689.6 903.2 1,223.9 2,564.6 Non-Current Liabilities Long-term loan from financial institutions 1,250.4 1,175.0 1,023.4 1,009.1 1,039.4 1,175.0 1,023.4 1,099.0 1,129.4 –net of current portion Long-term loan from director - - - - - 2.0 2.0 - - Liabilities under financial lease 0.7 1.8 1.6 1.1 0.8 1.8 3.6 2.8 2.3 agreements – net of current portion Total non-current liabilities 1,251.1 1,176.8 1,025.0 1,010.2 1,040.3 1,178.8 1,029.0 1,101.9 1,131.7 Total liabilities 1,775.7 2,058.3 1,863.4 2,237.9 3,625.8 1,868.4 1,932.2 2,325.8 3,696.3 Shareholders’ equity Register, Issued and paid-up capital 350.0 350.0 350.0 350.0 350.0 350.0 350.0 350.0 350.0 Revaluation surplus on assets 536.8 874.8 791.2 770.0 749.2 874.8 791.2 770.0 749.3 Revaluation surplus on changes in value 2.3 2.5 2.5 3.3 2.7 2.5 2.5 3.3 2.7 of investment Surplus on business combination under - - - - - (3.7) (3.7) (3.7) (3.7) common control Retained earnings –appropriated for - - - 1.7 15.0 - - 1.7 15.0 statutory reserve Retained loss - unappropriated (255.2) (150.4) 27.3 58.1 269.2 (152.7) 15.4 44.2 266.3 Total shareholders’ equity 633.8 1,076.9 1,171.0 1,183.1 1,386.2 1,071.0 1,155.4 1,165.4 1,379.6 Minority interest - - - - - 1.0 - - - Total shareholders’ equity 633.6 1,076.9 1,171.0 1,183.1 1,386.2 1,072.0 1,155.4 1,165.4 1,379.6 Total liabilities and shareholders’ 2,409.6 3,135.2 3,034.4 3,421.0 5,011.9 2,940.4 3,087.6 3,491.2 5,075.9 equity Khonburi Sugar Public Company Limited Statements of Income (Unit: Million Baht) Separate Consolidated Fiscal year Fiscal year Fiscal year Three Six Fiscal year Fiscal year Three Six ended ended ended months months ended ended months months 30 Sep 30 Sep 30 Sep ended 31 ended 31 30 Sep 30 Sep ended 31 ended 31 2008 2009 2008 Dec 2010 Mar 2011 2009 2008 Dec 2010 Mar 2011 (Audited) (Audited) (Audited) (Reviewed) (Reviewed) (Audited) (Audited) (Reviewed) (Reviewed) Revenue Sales and service income 2,884.5 3,161.0 4,657.3 303.6 1,964.4 3,162.9 4,683.0 324.3 1,993.2 Other Income Dividend 0.7 0.6 0.4 - - 0.6 0.4 - - Interest Income 1.2 1.0 0.7 0.4 0.6 1.0 0.7 0.4 0.4 Exchange gains 50.9 14.8 20.8 84.8 66.4 14.8 22.2 84.8 66.4 Asset Revaluation gains - 66.4 - - - 66.4 - - - Others 38.5 63.0 98.4 22.1 57.3 63.0 67.8 21.8 56.7 Total Revenues 2,975.7 3,306.9 4,777.5 410.9 2,088.6 3,308.8 4,774.2 431.3 2,116.7 Expenses Cost of sales and services 2,461.0 2,725.2 3,921.3 252.7 1,500.8 2,727.0 3,934.9 277.6 1,519.6 Selling expenses 131.5 101.5 114.6 2.3 41.3 101.5 114.6 2.3 41.3 Administrative expenses 169.5 182.5 238.3 43.8 82.1 184.3 226.9 41.4 79.8 Management benefit expenses 10.3 12.3 20.8 3.5 8.4 12.3 20.8 3.5 8.4 Total expenses 1.4 ------Loss from derivative - - 109.8 47.0 47.0 - 109.8 47.0 47.0 Total expenses 2,773.7 3,021.6 4,404.8 349.3 1,679.6 3,025.2 4,407.0 371.8 1,696.1 Income before finance cost and 202.0 285.2 372.7 61.6 409.1 283.6 367.2 59.5 420.6 corporate income tax Finance cost (113.9) (102.5) (85.1) (16.6) (40.9) (102.8) (85.2) (16.5) (40.2) Income before corporate income 88.1 182.7 287.6 45.0 368.2 180.9 282.0 43.0 380.4 tax Corporate income tax (28.3) (35.1) (109.9) (12.5) (111.3) (35.1) (114.1) (12.5) (114.4) Net income for the period 59.9 147.6 177.7 32.5 256.9 145.7 167.9 30.4 266.0 Net income attributable to: Equity holders of the parent 145.7 168.0 30.4 266.0 Minority interests of the subsidiaries 0.0 (0.1) - - Basic earnings per share* (Baht) 0.17 0.42 0.51 0.09 0.73 0.42 0.48 0.09 0.76

Weighted average number of 350.0 350.0 350.0 350.0 350.0 350.0 350.0 350.0 350.0 ordinary share* (shares) *Par at 1 Baht, adjustment was made for comparison

Khonburi Sugar Public Company Limited Statements of cash flows

(Unit: Million Baht)

Separate Consolidated Fiscal year Fiscal year Fiscal year Three Six Fiscal year Fiscal year Three Six ended ended ended months months ended ended months months

30 Sep 30 Sep 30 Sep ended 31 ended 31 30 Sep 30 Sep ended 31 ended 31 2008 2009 2008 Dec 2010 Mar 2011 2009 2008 Dec 2010 Mar 2011 (Audited) (Audited) (Audited) (Reviewed) (Reviewed) (Audited) (Audited) (Reviewed) (Reviewed) Cash flow from (used in) operating 296.3 323.0 784.6 (216.0) (1,050.4) 319.8 833.0 (162.8) (983.2) activities Cash flow from (used in) investing (62.7) (69.6) (214.7) (103.6) (237.6) (67.4) (352.7) (115.7) (271.6) activities Cash flow from (used in) financing (266.6) (200.9) (340.7) 176.3 1,045.3 (198.9) (228.7) 129.0 996.4 activities Net increase (decrease) in cash (33.0) 52.4 229.1 (143.4) (244.8) 53.5 251.6 (149.5) (258.4)

Published by Kasikorn Securities PCL.