business restructuring plan restructuring of shareholding...

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Business Restructuring Plan Page 1 of 33 Business Restructuring Plan Restructuring of Shareholding Structure of the Company The board of directors of Country Group Securities Public Company Limited (“Country Group Securities” or the “Company”) resolved on November 29, 2013, to propose the business restructuring plan of Country Group Securities, as well as to assess the impact upon the shareholders of Country Group Securities in order to propose further to the shareholders for their consideration and approval. According to such restructuring plan, Country Group Securities will establish the Holding Company under the name “Country Group Holding Public Company Limited” which will be a public limited company, in order to engage in the business of investment and to hold the shares of Country Group Securities. The Holding Company will make a tender offer for all the securities of Country Group Securities by exchanging them for the securities of the same type of the Holding Company, with the exchange rate of 1 per 1, namely one ordinary share of the Company per one ordinary share of the Holding Company. After the tender offer is successful, the Holding Company will be the major shareholder of the Company (holding more than 75% of the shares) and the ordinary shares of the Holding Company will be the securities listed on the Stock Exchange of Thailand (the “Stock Exchange”) in place of the ordinary shares of Country Group Securities which will be simultaneously delisted from being the securities listed on the Stock Exchange. However, the Holding Company will cancel the tender offer and cancel the actions under the restructuring plan, in the case that at the end of the tender offer period, the proportion of the securities of Country Group Securities which are acquired from the tender offer is less than 75% of all the securities sold. In this regard, after the tender offer is completed, Country Group Securities will sell and transfer the investment of the Investment Division to the Holding Company in order for the Holding Company to be the direct business operator in investment. Furthermore, in order to persuade and return the favour to the shareholders of Country Group Securities in this business restructuring, after the Business Restructuring is complete and the ordinary shares of the Holding Company are listed as securities on the Stock Exchange in replace of the ordinary shares of Country Group Securities, the Holding Company will issue the warrant to buy ordinary shares of the Holding Company to the shareholders who have exchanged their shares in accordance with the business restructuring plan. The warrants will be issued pursuant to the proportion of the amount of shares held by each shareholder in the Holding Company after the business restructuring is completed, in a proportion of 3 swapped ordinary shares per 1 unit of warrants, free of charge, and fractions will be rounded down. In exercising the right of the warrants, 1 unit of warrant is eligible for buying 1 ordinary share of the Holding Company. ENCLOSURE - 2

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Page 1: Business Restructuring Plan Restructuring of Shareholding ...cgs.listedcompany.com/misc/shareholderMTG/EGM2014/20140115-CG… · Business Restructuring Plan Restructuring of Shareholding

Business Restructuring Plan

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Business Restructuring Plan

Restructuring of Shareholding Structure of the Company The board of directors of Country Group Securities Public Company Limited

(“Country Group Securities” or the “Company”) resolved on November 29, 2013, to propose the business restructuring plan of Country Group Securities, as well as to assess the impact upon the shareholders of Country Group Securities in order to propose further to the shareholders for their consideration and approval. According to such restructuring plan, Country Group Securities will establish the Holding Company under the name “Country Group Holding Public Company Limited” which will be a public limited company, in order to engage in the business of investment and to hold the shares of Country Group Securities. The Holding Company will make a tender offer for all the securities of Country Group Securities by exchanging them for the securities of the same type of the Holding Company, with the exchange rate of 1 per 1, namely one ordinary share of the Company per one ordinary share of the Holding Company. After the tender offer is successful, the Holding Company will be the major shareholder of the Company (holding more than 75% of the shares) and the ordinary shares of the Holding Company will be the securities listed on the Stock Exchange of Thailand (the “Stock Exchange”) in place of the ordinary shares of Country Group Securities which will be simultaneously delisted from being the securities listed on the Stock Exchange. However, the Holding Company will cancel the tender offer and cancel the actions under the restructuring plan, in the case that at the end of the tender offer period, the proportion of the securities of Country Group Securities which are acquired from the tender offer is less than 75% of all the securities sold.

In this regard, after the tender offer is completed, Country Group Securities will

sell and transfer the investment of the Investment Division to the Holding Company in order for the Holding Company to be the direct business operator in investment.

Furthermore, in order to persuade and return the favour to the shareholders of Country Group Securities in this business restructuring, after the Business Restructuring is complete and the ordinary shares of the Holding Company are listed as securities on the Stock Exchange in replace of the ordinary shares of Country Group Securities, the Holding Company will issue the warrant to buy ordinary shares of the Holding Company to the shareholders who have exchanged their shares in accordance with the business restructuring plan. The warrants will be issued pursuant to the proportion of the amount of shares held by each shareholder in the Holding Company after the business restructuring is completed, in a proportion of 3 swapped ordinary shares per 1 unit of warrants, free of charge, and fractions will be rounded down. In exercising the right of the warrants, 1 unit of warrant is eligible for buying 1 ordinary share of the Holding Company.

ENCLOSURE - 2

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Regarding the ESOP Program No. 2 (CGS–ESOP 2), as approved by the 2013 Annual General Meeting of the Shareholders of Country Group Securities, Country Group Securities will cancel such project and the Holding Company will issue warrants to the directors, executives and employees of the Holding Company and Country Group Securities. The terms and conditions of the project will be in accordance with the approval of the 2013 Annual General Meeting of Shareholders of Country Group Securities as before, in all respects.

In this regard, the restructuring of the shareholding structure and listing of the ordinary shares of the Holding Company as the securities listed on the Stock Exchange to replace the ordinary shares of Country Group Securities, shall be approved by the shareholders meeting of Country Group Securities with a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and eligible to vote. Furthermore, for Country Group Securities delisting its securities from being the securities listed on the Stock Exchange in accordance with the business restructuring plan, shall be approved by the shareholders meeting of Country Group Securities with a vote of not less than three-fourths of the total issued shares of Country Group Securities.

In the initial stage, the Company has discussed this matter with the related regulatory authorities, including the Office of the Securities and Exchange Commission (the “SEC Office”) and the Stock Exchange. The Company is currently in the process of waiting for preliminary written approval for the restructuring of the shareholding structure from the Stock Exchange. If the said regulatory authorities approve the restructuring plan by determining the material conditions on the decision of the investors or having any condition which requires an additional approval from the shareholders meeting, the board of directors of the Company will propose the matter to the shareholders meeting again in order for Country Group Securities to comply with such conditions.

In this regard, the summary of the Holding Company and Country Group Securities are detailed in Attachment I and Attachment II, respectively.

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Restructuring of Business

Current Structure

Structure to be Changed

Shareholders

Country Group Securities

Securities Business

Investment Business

Shareholders

Holding Company

Investment Division

Country Group Securities

Securities Business and Securities Trading Division

The Company operates an investment business through the primary business, namely, Securities Trading Division and Investment Division

MFC Asset Management Public Company Limited

24.92%

Investment Banking Business

MFC Asset Management

Public Company Limited

Country Group Advisor Co., Ltd.*

24.92%

100% 100%

Remark: *....... Future plan

MFC Asset Management

Public Company Limited* Investment Banking

Business

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Rationale and Reasons for the Restructuring of the Shareholding Structure The rationale and reasons for the restructuring of the shareholding structure can be divided as follows: 1. To increase liquidity for business expansion and create flexibility in operating new

businesses and creating new opportunities in seeking a business partner who has particular expertise in this area of business.

The business restructuring in the nature of the Holding Company, will increase the liquidity in the operation of some businesses which are not securities businesses under the compliance by the regulatory authorities subject to the law, for example, investment business of the Investment Division, etc. Furthermore, the business restructuring in the nature of the Holding Company will also increase flexibility in creating opportunities for the operation of new businesses, for example, it is an opportunity for seeking a business partner or alliance who has expertise in such particular area of business, or in the case that the business partner or business alliance is interested in investment or being a partnership in only such business, it can invest by not having to invest in or being a partner in the other businesses of the Holding Company, as shown in the diagram below. This will help increase the long-term competitiveness and return to the shareholders. 2. To prevent the conflict of interests amongst the agency business and investment

business of Country Group Securities Under the current structure in which the agency business and the investment

business are under the supervision and management of Country Group Securities, this may create conflicts of interest from the fund of Country Group Securities itself, amongst the customers of the agency business and the investment business. Although Country Group Securities has working procedures and the governance measures with emphasis on transparency and prevention against conflict of interest from both businesses, the current structure causes the investment business to be limited in some securities including the securities trading period. The restructuring in the nature of the Holding Company and the

Holding Company

Country Group Securities

Investment Division

Securities Business, and Securities and Derivatives

Trading Division

Business A

Business B

Partner A Partner B

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rotation of the employees which may be related between the agency unit and investment unit, will enhance the prevention of the conflict of interests amongst the agency business and investment business of Country Group Securities to be more effective and explicit, which will help reduce the limitation on investment of the Investment Division and also help the investment business to be able to expand its scope of business operation, for example, to be able to render the service of the customer’s fund management to co-invest with the funds of Country Group Securities by charging a fee for the management of the investment fund, in return. 3. To prevent and limit the scope of differing risks between the agency business and the

principal business of the Company The agency business is a business which uses investment funds to render a service

to the customers of the Company, in respect of which the regulatory authorities have set standards in order to create reliability so that the Company can properly act as an intermediary. If the Company has a system for managing risks and strictly evaluating the customer’s quality, the financial risks in operating the agency business will be quite low compared to the business which requires a company’s own investment fund. The principal business is the business which uses the investment funds of Country Group Securities itself to invest in the securities, which may fluctuate in price and return, resulting from both internal and external factors of the business in which Country Group Securities had invested. Therefore, the principal business has a lot more risks than the agency business. Even though the Company’s investment business has had a limitation on its size for the past period, at present the investment business has expanded and earned income in a significant portion in the overall operating results of the Company.

Furthermore, the investment business or the future business expansion of Country Group Securities can be operated in a manner which has more risks than at present, for example, the acquisition of business or the leverage buy-out. Under the business structure of a Holding Company, the Company will be able to manage the risks in operating each transaction to be at an appropriate level and this will not affect the agency business which is the primary business of the Company.

The separation of the investment business and agency business from each other by establishing a limited company, is a separation of the financial risks of both companies from each other. Moreover, the statements of financial position which are distinctively separate will make the shareholders of both companies and third parties able to analyze, follow up and evaluate the financial position of the business with more effectively.

In this regard, the Securities and Derivatives Dealing Division will be under the supervision and management of Country Group Securities after this business restructuring, as risk incurred from the business operation of the Securities and Derivatives Dealing Division is quite low compared to that of the investment business, resulting from the implementation of a trading strategy which seeks profit from the difference in price (Arbitrage), as well as some business transactions that require a license to operate the securities business. However, this structure may be changed in the future depending on the situation.

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Governance and Management

After the business restructuring, the structure of the governance and management of the Holding Company will be the same as the management of the Securities and Derivatives Dealing Division. The only change is to have a main committee to govern and manage the business, namely, the board of directors of the Company, the Audit Committee, the Nomination Committee, the Remuneration Committee, the Corporate Governance Committee, the Executive Committee and the Investment Committee, to operate their affairs at the Holding Company.

In the governance and management of the Company, the board of directors, the

Audit Committee, the Nomination Committee, the Remuneration Committee, the Corporate Governance Committee, the Executive Committee and the Investment Committee of the Holding Company, which is the parent company, will govern the overall business of the Holding Company which operates the investment business, through the Chief Executive Officer, and govern the securities business which is operated by Country Group Securities through the board of directors of the Company, the Audit Committee, the Executive Committee and the Chief Executive Officer of Country Group Securities. The governance will emphasize effective and transparent business management in accordance with the guidelines of good corporate governance, compliance with the laws and regulations of the Securities and Exchange Commission, the Stock Exchange and other relevant regulatory authorities.

In this regard, after the business restructuring, the board of directors of the Company and the subcommittees will be the same as in the management of Country Group Securities. The board of directors and the subcommittee will manage the business of both the Holding Company and Country Group Securities according to the management policy stipulated above.

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Governance Structure

Holding Company

Board of Directors (including Independent Directors and Audit Committee)

Executive Committee

Investment Committee

Chief Executive Officer Executive Office / Company Secretary

Managing Director

Chief Executive Officer

Executive Committee

Corporate Secretariat

Legal Office

Risk Management

Corporate Strategy

Business Development

Institutional Business

Equity Instrument

6, 7

New Product Development

Equity Instrument

1-5

Investment Banking

Corporate Marketing

Institutional Securities Analysis

Finance and Accounting

Securities Operation

1, 2

Country Group Securities Public Company Limited

Human Resource Administration Purchasing

Chief Executive Officer

Audit Committee

Board of Directors

Audit and Supervision

Investment Committee

Information Technology

Fund Managemen

t

Corporate Governance Committee Nomination Committee /Remuneration Committee

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Restructuring Process The main restructuring process can be summarized as follows: 1. Country Group Securities will establish the Holding Company, which is a public

limited company, with the initial registered capital of Baht 10,000 and Country Group Securities will initially holds the shares of 98.5% and other individual shareholders who are the executives and employees of Country Group Securities in a total of 15 persons will hold the shares of 1.5% in aggregate. The Holding Company will reduce this portion of the registered capital after the restructuring is complete.

2. The Holding Company will make a tender offer to buy the securities of Country

Group Securities by issuing and offering the newly issued securities of the Holding Company in exchange for the securities of Country Group Securities, and the Holding Company will operate an investment business instead of Country Group Securities in accordance with the following details:

2.1 The Holding Company will increase its registered capital

2.1.1 In order to support the restructuring of the shareholding structure of

Country Group Securities, the increase in the registered capital will have the same structure as the current registered capital of the Country Group Securities. In such case, the Holding Company will make an offer to buy the securities from all of the shareholders of Country Group Securities and will make a payment for those shares in the type of ordinary shares of the Holding Company. In this regard, the details of the tender offer are as follows:

Type and class of securities offered to purchase Ordinary shares Ratio and Price for Securities Swap

The ratio in swapping the securities will be equivalent to 1 ordinary share of Country Group Securities per 1 newly issued ordinary share of the Holding Company. The price of the shares of the Company will be calculated from the market price as at the transfer date of the securities.

Tender offer period Not less than 25 business days and not exceeding 45 business days. After the

announcement, such period will be the final tender offer period and will not be further extended.

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Condition on the cancellation of the tender offer The Holding Company (the tender offer maker) will cancel the tender offer in

the case that at the end of the tender offer period, the proportion of the securities of Country Group Securities which are acquired from the tender offer is less than 75% of all the securities sold.

The Holding Company (the tender offer maker) reserves the right to cancel the

tender offer in the case that there are any incidents or actions occurring after the tender offer is made to the SEC Office within the tender offer period, which result or may result in serious damage to the status or the property of the business for which the tender offer is made, and causes the business restructuring to be unable to meet its objective, whereby such incidents or actions are not as a result of the action of the Holding Company or any action for which the Holding Company is responsible.

Period that the offeree may cancel the tender of securities The offeree can cancel the tender of securities within the first 20 business days

of the tender offer period. Conditions on making a tender offer are detailed in Attachment III.

2.1.2 To accommodate the exercise of the right of the holder of the warrants

to buy the ordinary shares of the Holding Company for the shareholders of Country Group Securities which sell the ordinary shares of Country Group Securities to the Holding Company.

2.1.3 To accommodate the exercise of the right of the holder of the warrants

to buy the ordinary shares of the Holding Company for the directors, executives, employees and advisors in accordance with the ESOP Program No. 2 (CGS-ESOP2)

Therefore, in such cases, the registered capital of the Holding Company will be more than the registered capital of Country Group Securities, since the Holding Company is also required to increase its capital to accommodate the exercise of the right in such warrants.

2.2 After the tender offer to buy the securities is successful pursuant to the

conditions setforth, the Holding Company will acquire the investment of the Investment Division from Country Group Securities at the price equivalent to the market price as at the trading day for the listed securities on the Stock Exchange and equivalent to the book value of the investment fund as appeared in the latest financial statement of Country Group Securities for unlisted securities. Furthermore, the Holding Company will receive the transfer of

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employees who have the duty in the investment business operation, as a unit in the Holding Company.

3. The Holding Company will process the listing of its ordinary shares on the Stock

Exchange, while Country Group Securities will process the removal of its ordinary shares from being listed securities on the Stock Exchange.

The business restructuring above and the listing of the shares of the Holding Company to be the securities listed on the Stock Exchange in place of the ordinary shares of Country Group Securities, shall be approved by the shareholders of Group Securities with a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and eligible to vote. Furthermore, Country Group Securities delisting of its securities from being securities listed on the Stock Exchange in accordance with the business restructuring plan, shall be approved by the shareholders meeting of Country Group Securities with a vote of not less than three-fourths of the total issued and sold shares of Country Group Securities. As at May 3, 2013, Thai NVDR Co., Ltd. which is a sector of the Stock Exchange established to support the investment of foreign investors, holds shares in Country Group Securities approximately in a proportion of 2.37% of the total amount shares, but cannot present its votes except in respect the agenda item regarding the delisting of securities from being the securities listed on the Stock Exchange. In this regard, the restructuring process is detailed in Attachment IV.

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Impact on Financial Position and Operating Results of Country Group Securities and the Holding Company As Country Group Securities will sell all of its investment in the associated company to the Holding Company, the value of such investment will be subtracted from the balance sheet of Country Group Securities. The investment under the Investment Division of Country Group Securities will be disposed of at the market value on the trading day for the securities listed on the Stock Exchange, and at the book value of the investment appearing in the latest financial statement of Country Group Securities for the securities not listed on the Stock Exchange.

If the Holding Company can acquire 100 % of the total issued shares of

Country Group Securities, the financial position and the operating results of the Holding Company and its subsidiaries will be identical to the financial position and operating results of Country Group Securities prior to the business restructuring in all respects.

If the Holding Company can acquire 75 % or more but less than 100% of the total issued shares of Country Group Securities, the Holding Company will realize the financial position and the operating results of Country Group Securities in proportion to the shares acquired by the Holding Company.

If the Holding Company can acquire less than 75% of the total issued shares of Country Group Securities, the business restructuring plan will be cancelled and there will be no impact upon the financial position and the operating results of the Holding Company.

The impact upon the financial position and the operating results is detailed in

Attachment V.

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Impact on Shareholders of Country Group Securities and the Holding Company If the Holding Company can acquire 100% of the total issued shares of Country Group Securities, there will be no impact upon the shareholders of Country Group Securities, because after the shareholding restructuring, the shareholders of Country Group Securities will become the shareholders of the Holding Company, whose scope of business operation, financial position, and operating results are identical to those of Country Group Securities prior to the business restructuring in all respects. The shareholders who swap shares will be entitled to receive warrants to buy the ordinary shares of the Holding Company in proportion to the number of shares of the Holding Company held by each shareholder after the business restructuring process, without requiring any additional payment.

If the Holding Company can acquire 75% or more but less than 100% of the total shares of Country Group Securities, the shareholders who choose not to swap shares will encounter the risk of lack of liquidity from holding their securities as a result of the delisting of the shares of Country Group Securities after the restructuring process. In addition, the shareholders who choose not to swap shares will not receive the share of profit (loss) from the investment after the business restructuring because Country Group Securities will transfer the investment business and sell the investment of the Investment Division to the Holding Company and the shareholders who choose not to swap shares will not be entitled to receive the warrants to buy the ordinary shares of the Holding Company in proportion to the number of shares of the Holding Company held by each shareholder after the business restructuring process.

Moreover, as the share swap is considered a sale of shares of Country Group Securities to the Holding Company, and a receipt of payment in the form of the shares of the Holding Company, the shareholders are then subject to capital gains tax arising from the sale and purchase of the shares of Country Group Securities. The individual shareholders will be exempted from the capital gains tax while the juristic person shareholders will be subject to the capital gains tax arising out of the sale and purchase of the shares of Country Group Securities based on the costs of each juristic person. For foreign juristic person shareholders, the tax burden will be subject to the relevant double taxation treaties (if any, depending of the countries of incorporation).

The impact on the shareholders of Country Group Securities and the Holding Company are detailed in Attachment VI.

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Risk Factors, Listing and Delisting Processes and Approval of Other Contractual Parties and Relevant Regulatory Authorities

The business restructuring plan, the tender offer, and the other related processes are subject to the approval of the other contractual parties and the relevant authorities, comprising the Securities and Exchange Commission and the Stock Exchange of Thailand. In addition, the shareholding restructuring is subject to the success of the tender offer. If, at the end of the tender offer period, the proportion of the securities acquired from the tender offer is less than 75% of the total issued securities of Country Group Securities, the Holding Company will cancel the tender offer and Country Group Securities will cancel any action taken under the business restructuring plan.

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Attachment I: Company Profile of Holding Company

Under the business restructuring plan, Country Group Securities will undertake to establish the Holding Company as a public limited company with an objective to engage in the investment business. The initial registered capital of the Holding Company is Baht 10,000, consisting of 10,000 ordinary shares at the par value of Baht 1 per share. Details of the shareholders are as follows:

Shareholders No. of Shares Held

Shareholding Ratio (Percentage)

- Country Group Securities Public Company Limited - Executives and employees of Country Group Securities (15 shareholders)

9,850 150

98.50 1.50

Total 10,000 100.00

The shareholding structure of the Holding Company above will change as a result of the swap of the newly-issued shares of the Holding Company with the shares of Country Group Securities. The Holding Company will engage in the investment business and the holding of the shares of Country Group Securities. Most members of the board of directors of Country Group Securities will be nominated to be the members of the board of directors of the Holding Company after the business restructuring. The Holding Company will engage in the following businesses:

1. Investing and giving credit facilities to the subsidiaries in the group; 2. Securing funds for the purpose of its business operation and the companies

in the group; 3. Investing in other companies not in the group for the purpose of managing

the liquidity and generating returns to the Company; 4. Providing supporting services to the companies in the group.

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Attachment II: Company Profile of Country Group Securities On 4 July 1997, Country Group Securities became a listed company on the Stock Exchange of Thailand in the Financial Industry Group, Finance and Securities Sector. Country Group Securities Public Company Limited has been licensed by the Ministry of Finance to engage in eight types of business as follows:

1. The securities brokerage business; 2. The securities dealing business; 3. The securities underwriting business; 4. The investment advisory service business; 5. The mutual fund management business; 6. The private fund management business; 7. The securities borrowing and lending: business; and 8. The venture capital business.

Furthermore, the Company has been granted permission to engage in the future contract business and has been approved to act as a financial advisor by the Office of the Securities and Exchange Commission. Associated Companies The Company holds 24.92% of the registered capital of MFC Asset Management Public Company Limited. Therefore, MFC Asset Management Public Company Limited is an associated company of the Company.

MFC Asset Management Public Company Limited is mainly engaged in the

fund management business and was granted permission by the Ministry of Finance to engage the security business in the category of “investment management” on 29 December 1975. MFC Asset Management Public Company Limited is engaged in four types of businesses as follows:

1. The securities business in the category of “investment management”; 2. The provident fund management; 3. The security registration business; and 4. The securities business in the category of “private fund management”.

At present, MFC Asset Management Public Company Limited has paid-up

registered capital of Baht 120 million, consisting of 120 million ordinary shares at the par value of Baht 1 per share.

The Company is mainly engaged in 8 types of business as follows: 1. Securities Brokerage Business The Company is engaged in the securities brokerage service acting as a broker in securities trading for individuals, juristic persons, and financial institutions, as well as funds and asset management companies, in the country and abroad. The Company offers various channels for securities trading orders by sending orders directly to

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marketing staff or via telephone to marketing officers who provide investment advisory service and receive trading orders at the head office and/or branch offices countrywide. Furthermore, the Company provides for its clients to send trading orders via the Internet allowing the clients to send trading orders from anywhere in the world to facilitate the clients in entering into transactions. In addition, the Company has the policy to promote and expand the investor base on the Stock Exchange of Thailand and emphasizes the consideration of accepting prospects as clients. Currently, the Company offers three types of securities trading accounts: cash account, cash balance account, and credit balance account. Policies on Accepting Clients and Approving the Credit Line

It is the Company’s policy to focus on promoting and expanding the investor base on the Stock Exchange of Thailand. The Company is committed to formulate clear policies and practice guidelines in accordance with the regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, as well as preparing itself for policies to accommodate preventive measures against using securities transactions for money laundering and supporting terrorism activities. These are important measures to accommodate the major policies in the financial institutions supervision by the official authorities in considering and accepting clients. The Company establishes policies on appropriateness in accepting clients and granting credit lines in accordance with their financial position in order to evaluate appropriate services to offer to each client and to control and protect against risks in entering into securities trading transactions at the appropriate level. The Company lays down the rules in opening accounts, approving credit lines, and verifying facts relating to clients in writing and requiring the marketing officers, who will take care of clients, to know and evaluate clients before offering services, to ensure that the services offered will be in line with the clients’ investment objectives and financial positions, and limitations in terms of investment, conditions, and format.

2. Future Contract Brokerage Business

The Company was licensed to undertake the future contract brokerage business from the Office of the Securities and Exchange Commission in 2008 and has engaged in the future contract brokerage business for five years. The Company is one of 41 securities companies to be a member of Thailand Futures Exchange and Thailand Clearing House Co., Ltd. Income derived from the future contracts brokerage business from Thailand Futures Exchange has become a main part of the Company’s revenue. The income from the future contracts brokerage business enjoys a continuously increasing growth rate.

In providing services to clients in trading future contracts, the clients can conveniently and promptly send trading orders to the marketing officers or the Internet as a result of its 51 branches located countrywide (including the head office). The Company has the policy to expand the client base, whether general investors, institutional investors, or foreign investors. At present, the Company’s clients are mainly general investors according the accounts opened. 3 . Securities Trading Business

The Company has the policy to invest in securities, both equity and debt securities, for short-term trading and long-term investment purposes. The Investment Committee has the duty to lay down clear guidelines, rules, and practices on

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investment, whereby investment lines, investment plans, and strategies for each type of investment will be specified on an annual basis.

4. Investment Advisory Service Business

To provide the advisory service to clients in relation to investment in securities is considered a part of an ordinary transaction of the securities brokerage business. Notwithstanding the foregoing, if a service fee or payment is received from the advisory service or the advisory service is provided to a member of general public who is not its client, it is considered as a security business in the category of investment advisory service business. The Company earns income from the investment advisory service business by acting as the investment advisor of the mutual funds under the management of MFC Asset Management Public Company Limited.

5. Financial Advisory Service Business

The Company has the policy to expand efficient financial services to its clients. In December 2006, the Company established the Investment Banking Division to meet the various demands of its clients by providing a financial advisory service. The Investment Banking Division became a member of the Investment Banking Club on 23 January 2007 and was approved by the Office of the Securities and Exchange Commission to provide the financial advisory service from 21 March 2012 to 20 March 2017. At present, the Company has engaged a professional and experienced investment banking team, available to offer services to small, medium and large clients.

The Company focuses on providing services and maintaining a good

relationship with clients on a continual basis, in line with the objectives and for the optimum interest of the clients. The scope of the financial advisory services consists of the following:

- Advising on listing securities of the Stock Exchange of Thailand; - Advising on issuing equity and debt instruments in money markets and capital markets; - Advising on business mergers and acquisitions. - Advising on estimating business‘s value, capital restructuring, and financial restructuring; - Advising on joint ventures; - Acting as an independent financial advisor in providing opinions; - Other investment banking such as advising on debt restructuring.

6. Securities Underwriting Business

In line with the Company’s policy to provide financial services which fully and effectively serve the clients’ needs, the Company applied for a license to engage in the securities underwriting business. On 19 November 2008, the Company was granted permission to engage in the securities underwriting business. As a result, at present, the Company is able to provide the investment banking service to its clients in a more comprehensive manner.

As it is the Company’s policy and vision to become one of the leading securities companies, providing services to satisfy every need of its clients, the

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financial advisory and securities underwriting is considered an important service and the Company is committed to provide the best service to bring the clients maximum satisfaction. As a result, the Company’s client base will be expanded and higher revenue will be generated and ultimately yield a higher return to the shareholders. 7. Securities Borrowing and Lending Business

On 12 July 2010, the Company was approved by the Office of the Securities and Exchange Commission to engage in the securities borrowing and lending business and officially commenced the securities borrowing and lending business in the latter part of 2012. The clients can lend their securities, free of obligations, to other clients for short selling. The lenders will earn the lending fees and the borrowers will pay the borrowing fees to the lenders. The Company’s lending and borrowing securities transactions are as follows:

1. The Company lends securities to its clients for short selling. The securities lent for short selling must be permitted, which are the securities listed in the SET 100 and ETF.

2. Short selling may be conducted via a cash account. 3. A lender will pay the borrowing fees to the Company and a lender will

receive the lending fees from the Company. 4. Benefits derived from holding the securities are vested in the lender.

The Company focuses on the securities borrowing service and encourages the

clients to use the securities borrowing service for short selling. The securities borrowing service offers more choices in investment and is used in risk management, especially with fluctuations in investment on the Stock Exchange of Thailand. The Company is confident that the securities lending and borrowing business will generate income to the Company, directly and indirectly, from the increasing trading volume in the future. Notwithstanding the foregoing, the Company is committed to developing and formulating plans to increase its investor base, as well as to develop a lending and borrowing program to facilitate its clients. 8. Selling Agent Business

The Company offers the selling agent service of investment units or mutual

funds of the country’s leading asset management companies to answer to investors’ investment needs in a more comprehensive manner. The Company engages qualified and experienced marketing officers to provide an advisory service on investment in investment units. The Company offers investment choices of over 200 funds for investors to choose funds that match their investment objectives such as saving for regular return, tax planning for tax deduction purpose, or investment for increased value in the future, etc. Asset Management Companies for which the Company is the unit trust selling agent are as follows:

At present, the Company acts as the selling agent of investment units for the following companies:

1. Krung Thai Asset Management Public Company Limited

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2. SCB Asset Management Co., Ltd 3. One Asset Management Co., Ltd 4. Assets Plus Fund Management Co., Ltd 5. Phillip Asset Management Co., Ltd 6. ING Funds (Thailand) Co., Ltd 7. Aberdeen Asset Management Co., Ltd 8. MFC Asset Management Public Company Limited 9. Ayudhya Fund Management Co., Ltd 10. Solaris Asset Management Co., Ltd. 11. Finansa Asset Management Co., Ltd. 12. Land and House Fund Management Co., Ltd.

In addition, the Company is expanding the selling agent service to cover other

asset management companies, to offer more investment choices and provide the best service to its clients. Furthermore, the Company has established units to support its main business, including research, supervision, internal audit, risk management, and technology.

As of 29 November 2013 the Company’s registered capital is Baht

3,189.785,935, paid-up capital of Baht 2,589,743,484, divided into 2,589,743,484 ordinary shares at the par value of Baht 1.00 per share.

The top 10 major shareholders as of 31 October 2013 were as follows:

No. Shareholders No. of Share Held Shareholding

(Percentage)(1) 1. Mr. Sadawut Taechaubol 286,045,153 11.0452. Mr.Samruang Manoonpol 172,788,911 6.6723. Mr,Pijit Viriyamettakul 142,400,000 5.499

4. Mr. Litti Kewkacha 128,510,583 4.9625. Mr. Sadawut Taechaubol 95,555,632 3.6906. CREDIT AGRICOLE (SUISSE)

SA, SINGAPORE BRANCH 71,228,378 2.750

7. Thai NVDR Co., Ltd. 70,153,597 2.7098. Miss Atjima Pakanam 59,043,384 2.2809. Mr. Ben Taechaubol 54,777,777 2.11510. MF Holdings Co., Ltd. 54,666,776 2.111

Remark: (1) Calculate based on the total issued ordinary shares of 2,589,743,484. Board of Directors As of 29 November 2013, the Company structure consisted of the board of directors, the executive committee, and the audit committee, as follows:

Name Board of Directors (Position)

Executive Board (Position)

Audit Committee (Position)

Mr. Prayoon Chindapradist, Prof Chairperson

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Name Board of Directors (Position)

Executive Board (Position)

Audit Committee (Position)

Mr. Dej Namsirikul Independent Director & Vice Chairperson Member

Gen. Wattana Sanphanich

Independent Director & Vice Chairperson

Pol. Gen. Somchai Vanichsenee Independent Director Chairperson

Mr. Charn Tulyapisitchai Independent Director Member Mr. Sadawut Taechaubol Director Executive Chairperson Mr. Surabhon Kwunchaithunya Director Vice Chairperson

Ms. Sudthida Chirapatsakul Director Member

Mr. Hong Chye Sim Director Mr. Litti Kewkacha Director Mr. Somkad Sueptrakul Director Pol.Maj.Gen.Werapong Chuenpagdee Director

Mr. Nipon Wisityuthasart Independent Director Mr. Tommy Taechaubol Director

Mr. Chanachai Joonjiraporn Director Member

Ms. Sasiwimol Singha-Ngoen Company Secretary List of the Management As of 29 November 2013, the management of the Company comprises of the following:

Name Position Mr. Sadawut Taechaubol Director and Executive Chairperson Mr. Surabhon Kwunchaithunya Director and Vice Chief Chairperson

Ms. Sudthida Chirapatsakul

Chief Executive Officer (Manager)

Mr. Chanachai Joonjiraporn

Chief Executive Officer

Mr. Chupong Tanasettakorn Managing Director-Investment Banking

Mr. Suwit Ratanayaon Managing Director Mr. Decha Pangkum Managing Director-Equity Instrument Mrs. Punnee Thakerngkait Managing Director-Equity Instrument Ms. Netchanok Anawan

Highest of Finance and Accounting Division and Executive Vice President - Finance and Accounting

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Attachment III: Details and Conditions for the Tender Offer of Securities Type and class of securities offered for sale All ordinary shares of Country Group Securities, which consist of a total of 2,589,743,484 shares. Swap ratio and price The Holding Company will issue and make a tender offer for the newly issued ordinary shares of the Holding Company in exchange for the ordinary shares of Country Group Securities at the swap ratio of 1:1. The swap price of the ordinary shares of Country Group Securities will be calculated from the market price of the shares of Country Group Securities on the date of the swap. Tender offer period The tender offer period will be between 25 to 45 business days. Once it has been announced, such tender offer period will not be extended. Conditions of the cancellation of the tender offer The Holding Company (the Offeror) will cancel the tender offer if, at the end of the tender offer period, the total amount of securities acquired from the tender offer is less than 75% of all the securities sold. The Holding Company (the Offeror) reserves the right to cancel the tender offer in case that any event occurs or any act is done after the tender offer is filed with the Office of the SEC and before the expiry of the tender offer period, which results or is likely to result in serious damage to the status or the assets of the business for which the tender offer is made, and causes the business restructuring to be unable to meet its objectives, provided that such event or act is not caused by the Holding Company, or any act for which the Holding Company is responsible. Period that the Offerees may cancel the tender of securities The Offerees may cancel the tender of securities within the first 20 business days of the tender offer period.

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Attachment IV: Restructuring Process The process and timeline for the restructuring process is outlined as follows: 29 November 2013

The board of directors’ meeting of Country Group Securities resolves to approve the following: 1) The business restructuring plan of the Company and other plans

related to the shareholding and management restructuring plan of the Company

2) The delisting of the shares of the Company from the Stock Exchange of Thailand

2 December 2013

Country Group Securities applies for the approval of the SEC and the Stock Exchange of Thailand on the Holding Company being the major shareholder in Country Group Securities.

2 December 2013

Country Group Securities applies for the preliminary approval of the Stock Exchange of Thailand on the following matters: 1) The business restructuring and management plan 2) The listing of the newly-issued shares of the Holding Company on

the Stock Exchange of Thailand in place of the Country Group Securities shares

7 February 2014

Country Group Securities and a financial advisor jointly convene a presentation meeting to the meeting of shareholders for clarifying and making recommendations concerning the delisting of shares and the proposal of the Offeror to the general investors.

7 February 2014

The shareholders’ meeting of Country Group Securities resolves to approve the following:

1) The business restructuring plan of the Company and other plans related to the restructuring and management plan of the Company

2) The delisting of the shares of the Company from the Stock Exchange of Thailand

10 February 2014

Country Securities Group will set up a public company (a holding company named Country Group Holding PCL) for the purpose of operating a holding company in order to support the Group’s restructuring plan. The start-up registered capital will be Baht 10,000, comprising 10,000 ordinary shares at the par value of Baht 1 per share.

26 February 2014

The shareholders’ meeting of the Holding Company will consider and approve the following: 1) The increase in the registered capital of the newly issued ordinary

shares of the Holding Company as remuneration to the shareholders of Country Group Securities, who have offered the ordinary shares of Country Group Securities for sale.

2) The increase in the registered capital in order to support the warrant holders exercising the right to acquire ordinary shares of the Holding Company (that is, the directors, executives, and employees in the ESOP Program No.2, CGS-ESOP2) and the shareholders of Country Group Securities offering ordinary shares of Country Group Securities for sale to the Holding Company

3) The issuing and offer for sale of warrants for acquiring ordinary shares of the Holding Company to the directors, executives, and

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employees in the ESOP Program No.2 (CGS-ESOP2) and the shareholders of Country Group Securities offering ordinary shares of Country Group Securities for sale to the Holding Company (to replace the unsold warrants for acquiring ordinary shares of Country Group Securities which have been cancelled pursuant to the Board of Directors’ resolution dated 29 November 2013.)

March 2014 Submitting the filing for approval of the issuing and offering for sale of securities and the registration statement to the SEC

May - June 2014

Country Group Securities makes a tender offer for all of the ordinary shares of Country Group Securities by paying for the said securities in the form of newly-issued ordinary shares of the Holding Company, at the swap ratio between the Holding Company and Country Group Securities of 1:1. The tender offer will be made with the condition that if at the end of the tender offer period, the total amount of securities acquired from the tender offer is less than 75% of the total amount of securities issued, then the offer will be canceled. If all securities can be purchased, the shareholding structure of the Holding Company will be identical to the shareholding structure of Country Group Securities prior to the swap in all respects.

June 2014 The Holding Company submits the report on the results of the tender offer to the Stock Exchange of Thailand and applies for the approval to list the ordinary shares of the Holding Company on the Stock Exchange

June 2014 Country Group Securities applies for the approval to delist ordinary shares from the Stock Exchange of Thailand.

June 2014 The Holding Company registers the paid-up capital resulting from the tender offer with the Ministry of Commerce.

June 2014 Country Group Securities transfers the business(es) and disposes of the assets in the business(es) of the investment division in the Company to the Holding Company.

June 2014 The effective and complete listing of shares of the Holding Company

on the Stock Exchange of Thailand and, at the same time, the effective and complete delisting of shares of Country Group Securities from the Stock Exchange of Thailand.

Approximately June 2014

The Holding Company issues warrants to acquire ordinary shares of the Holding Company, free-of-charge, to the shareholders of the Holding Company.

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Attachment V: Current Financial Status and Operating Results of Country Group Securities

Current Financial Status and Operating Results of Country Group Securities In 2012, the net profit was Baht 312.32 million, an increase of Baht 57.87 million, or 18.53%. The net profit per share in 2012 was Baht 0.13 in comparison to the net profit of Baht 0.11 in 2011. As at the end of 2012, the total assets of Country Group Securities of Baht 5,322.67 million increased by Baht 1,599.94 million or 42.98% in comparison to 2011. In 2012, the total shareholder’s equity was Baht 2,932.37 million. Information on the financial status and operating results are summarized in the following table:

Country Group Securities PCL Financial Statement

As at 31 December 2010 - 2012 and as at 30 September 2013 Unit : Thousand Baht

Financial Statements in which the equity method is applied

2010 2011 2012 30 Sept 2013

Assets Cash and cash equivalents 1,372,048 1,334,881 1,443,205 2,130,882 Deposits at financial institutions 91,455 105,612 106,380 69,310 Receivables from Clearing House 464,343 219,116 252,467 28,839 Securities and derivatives business receivables - net 1,561,124 969,795 2,755,683 1,960,305

Investments - net 169,939 396,147 37,998 113,553 Investment in associated companies - net 367,193 318,994 313,889 335,944 Land, buildings and equipment - net 178,115 188,513 203,343 191,208 Intangible assets - net 80,361 83,362 88,402 95,080 Assets classified as held for sale - net 24,067 - - 141,974

Other assets - net 72,023 106,311 121,300 134,301

Total Assets 4,380,668 3,722,732 5,322,668 5,201,396

Liabilities and owner’s equity Liabilities Payables to Clearing House 244 35,441 186,522 518,220 Securities business payables 1,173,996 629,364 1,624,144 877,167 Derivatives liabilities - 2,487 457 742 Issued bonds and other loans - - 338,911 179,557 Payables under finance leases 56,510 27,177 5,422 3,504 Post-employment benefits obligations - 45,170 39,664 48,551 Other liabilities 186,182 145,358 195,176 157,147 Total liabilities 1,416,932 884,998 2,390,297 1,784,888

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Owner’s Equity Share capital Authorized share capital 3,189,785,935 ordinary shares of Baht 1.00 3,189,786

Authorized share capital

3,149,549,316 ordinary shares of Baht 1 3,149,549 3,149,549 3,149,549

Issued and paid-up share capital

2,589,743,484 ordinary shares of Baht 1 2,589,743

Issued and paid-up share capital

2,330,759,812 ordinary shares of Baht 1 2,330,760 2,330,760 2,330,760

Premium on share capital 139,318 139,318 139,318 139,079

Other components of owner’s equity 107,350 24,391 4,421 (4,775)Retained earnings Appropriated-Statutory reserve 9,119 23,767 39,854 39,854 Unappropriated 377,189 319,498 418,019 652,607 Total owner’s equity 2,963,736 2,837,734 2,932,371 3,416,508 Total liabilities and owner’s equity 4,380,668 3,722,732 5,322,668 5,201,396

Financial Position Assets

As of the end of 2010 – 2012 and as of the end of the 3rd quarter of 2013, total assets of the Company were Baht 4,380.67 million, Baht 3,722.73 million, Baht 5,322.67 million, and Baht 5,201.40 million respectively. Key assets of the Company consist of cash and cash equivalents, securities and derivatives business receivables, investment in associated company, and property, premises and equipment.

As of the end of the 3rd quarter of 2013, total assets of the Company decreased by Baht 121.71 million, or 2.28%, from the end of 2012. The decrease was mainly due to a decrease in net securities and derivatives business receivables as well as a decrease in receivables from clearing house by Baht 795.38 million and Baht 223.63 million respectively. However, in the period, cash and cash equivalents increased by Baht 687.68 million. Liabilities

Total liabilities of the Company as of the end of 2010 – 2012 and as of the end of the 3rd quarter of 2013 were Baht 1,416.93 million, Baht 885.00 million, Baht 2,390.30 million, and Baht 1,784.89 million respectively. Main liabilities in this

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category are securities and derivatives business payables, payable to clearing house, and debentures and other borrowing.

As of the end of the 3rd quarter of 2013, the Company’s total liabilities decreased by Baht 605.41 million or 25.33%, from 2012. The change was due to a decrease in securities and derivatives business payables as well as a decrease in debentures and other borrowing by the amount of Baht 746.98 million and Baht 159.35 million respectively. Nonetheless, payable to clearing house increased by Baht 331.70 million. Shareholders’ Equity

Shareholders’ equity of the Company as of the end of 2010 – 2012 and as of the end of the 3rd quarter of 2013 were Baht 2,963.74 million, Baht 2,837.73 million, Baht 2,932.37 million, and Baht 3,416.51 million respectively. As of the end of the 3rd quarter of 2013, the Company had issued and paid-up capital of Baht 2,589.74 million, retained earnings of Baht 692.46 million, premium on shares of Baht 139.08 million, and other components of owners’ equity of negative Baht 4.78 million. As of the end of the 3rd quarter of 2013, the Company’s shareholders’ equity increased by Baht 484.14 million or by 16.51% from the end of 2012 resulting from an increase in paid-up capital of Baht 258.98 million and the increase in retained earnings of Baht 234.59 million.

Country Group Securities PCL Statement of Comprehensive Income

For the years ending 31 December 2010 - 2012 and for the period of 9 months ending 30 September 2013

Unit : Million Baht

Financial statements in which the equity method is applied

2010 2011 2012 30 Sept 2013

Revenue Brokerage fees 1,292.00 1,240.37 1,269.68 1,460.20 Fees and services income 16.54 10.84 18.78 25.84 Gain on investments 164.61 86.21 80.90 62.18 Gains on derivatives 0.58 13.62 20.81 18.25 Share of profit from investment for using equity method 45.76 48.20 50.40 80.85

Interest and dividends 35.43 73.39 85.10 71.36 Interest on margin loans 49.85 59.61 74.11 45.41 Other income 6.70 14.96 15.11 9.29

Total revenues 1,611.47 1,547.20 1,614.89 1,773.38

Expenses Finance costs 10.65 20.37 42.57 45.66 Fees and service expenses 96.33 114.27 122.17 134.04

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Country Group Securities PCL Statement of Comprehensive Income

For the years ending 31 December 2010 - 2012 and for the period of 9 months ending 30 September 2013

Unit : Million Baht

Financial statements in which the equity method is applied

2010 2011 2012 30 Sept 2013

Operating expenses Personnel expenses 949.89 854.75 850.38 862.89 Building, location and equipment expenses

184.54 176.00 192.26 146.25 Directors’ remuneration 4.82 8.88 11.26 6.68 Other expenses 154.95 132.04 132.70 107.00

Bad debt and doubtful accounts (reversal) 16.25 (13.55) (63.77) 8.80

Total expenses 1,417.43 1,292.75 1,287.56 1,311.31 Income before income tax 194.04 254.45 327.33 462.07 Income tax - - (15.00) (82.52)Net income 194.04 254.45 312.32 379.55 Other comprehensive income (loss)

Gains (losses) on re-measuring available-for-sale investments 99.96 (11.92) 4.42 (10.61)

Adjustment surplus investments disposed of during the year

(14.03) (71.04) (24.39) - Income Tax related to other comprehensive gains (losses)

- 0.66 7.37 2.12

Total other comprehensive income (loss) - 85.93 (82.30) (12.60) (8.49)Total Comprehensive Income 279.97 172.15 299.72 371.07 Basic income per share 0.084 0.109 0.134 0.154 Weighted average number of ordinary shares

2,307,858 2,330,760 2,330,760 2,457,902 Operating Result Total revenues In 2010 – 2012 and the first nine-month of 2013, total revenues of the Company were Baht 1,611.47 million, Baht 1,547.20 million, Baht 1,614.89 million, and Baht 1,773.38 million respectively. The main sources of revenues were brokerage fees, which amounted to Baht 1,292.00 million, Baht 1,240.37 million, Baht 1,269.68 million, and Baht 1,460.20 million respectively during said periods. Total revenues for the first nine months of 2013 increased by Baht 600.04 million or 51.14% compared with the same period of the previous year. The increase

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was mainly due to increases in brokerage fees, share of profit from investment using equity method, and fees and services income by Baht 527.45 million, Baht 55.99 million, and Baht 17.04 million respectively. Nevertheless, gain on investment and interest on margin loans slightly decreased compared with the same period of 2012. Expenses In 2010 – 2012 and the first nine-month of 2013, total expenses of the Company were Baht 1,417.43 million, Baht 1,292.75 million, Baht 1,287.56 million, and Baht 1,311.31 million respectively. Operating expenses were the key expenses of the Company, amounting to Baht 1,294.20 million, Baht 1,171.67 million, Baht 1,186.60 million, and Baht 1,122.82 million respectively during said periods, . Total expenses of the Company for the first nine-month of 2013 increased from the same period of the previous year by Baht 326.15 million or 33.11%, mainly due to an increase in operating expenses by Baht 261.45 million, an increase in fee and service expenses by Baht 48.43 million, an increase in financial cost by Baht 16.27 million, and an increase in bad debt and doubtful accounts by Baht 10.60 million. Net income

In 2010 – 2012 and the first nine-month of 2013, net income of the Company amounted to Baht 194.04 million, Baht 254.45 million, Baht 312.32 million, and Baht 379.55 million respectively. The net profit margin was rising from 12.04% in 2010 to 16.45% in 2011, 19.34% in 2012, and 21.40% in the first nine months of 2013. Impact on Country Securities Group from the Restructuring Process As Country Group Securities will sell all of its investment in the associated company to the Holding Company, the value of such investment will be subtracted from the balance sheet of Country Group Securities. Furthermore, the share of profit (loss) from its associated companies will not be incorporated in the operating results of Country Group Securities from the year of the sales of investment onwards. The investment under the Investment Division of Country Group Securities will be disposed of at the market value on the trading day for the securities listed on the Stock Exchange, and at the book value of the investment appearing in the latest financial statement of Country Group Securities for the securities not listed on the Stock Exchange. The table below demonstrates the share of profit (loss) from all of the associated companies which are included as part of the operating results of Country Group Securities between the years 2010-2012 and the period of 9 months in 2013.

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(Million Baht)

Operating results 2010 2011 2012 9 months of 2013

Share of profit of associated companies 45.77 48.20 50.40 80.85 Gain on investment 164.61 86.21 80.90 62.18 Profit (loss) from other business of Country Group Securities (16.33) 120.04 181.02 236.53 Net profit 194.04 254.45 312.32 379.55 Note: Based on information from Country Group Securities In this regard, the impact from the restructuring of shareholding structure on the financial status and operating results of Country Group Securities can be considered by 2 ways as follows: In case the Holding Company acquires shares from the tender offer of Country Group Securities more or equivalent to 75% of total shares , then the financial status and operating results of Country Group Securities will be affected; the value of the investment money will be reduced by an amount proportionate to the increase in cash as specified in the business restructuring plan, and there will be no share of profit (loss) from the associated companies and profit (loss) from the investment business. In case the shareholders of Country Group Securities offer to sell the shares to the Holding Company less than 75% of total shares of Country Group Securities which is the minimum condition of the tender offer, then the business restructuring plan will be canceled and there will be no effect upon Country Group Securities. Impact on the Holding Company from the Restructuring Process The impacts on financial status and operating results of the Holding Company from the restructuring will be in the following 3 scenarios: Case I - in case the Holding Company is able to acquire 100% of Country Group Securities’ shares The financial status and the overall operating results of the Holding Company and subsidiaries will be identical to the financial status and operating performance of Country Group Securities prior to the restructuring. Key information on the pro forma financial statement of the Holding Company is set out in the following table: (Million Baht)

Item 2010 2011 2012 9m2013 Share of profit from associated company 45.77 48.2 50.4 80.85

Gain on investment 164.61 86.21 80.9 62.18 Profit (loss) from other businesses of Country Group Securities (16.33) 120.04 181.02 236.53

Net profit 194.04 254.45 312.32 379.55

Net profit per share (Baht) 0.08 0.11 0.13 0.15

Total assets 4,380.67 3,722.73 5,322.67 5,201.40

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Item 2010 2011 2012 9m2013

Total liabilities 1,416.93 885.00 2,390.30 1,784.89

Paid up capital 2,330.76 2,330.76 2,330.76 2,589.74 Number of paid-up shares (million shares) 2,330.76 2,330.76 2,330.76 2,589.74 Equity attributable to equity holders of parent company 2,963.74 2,837.73 2,932.37 3,416.51

Non-controlling interests - - - -

Total equity 2,963.74 2,837.73 2,932.37 3,416.51 Net book value per share (Baht) 1.27 1.22 1.26 1.32

Remark : The pro-forma statement was prepared without taking into account any gain, loss, or tax arising from the sale of investment in associated company and investment portfolio under Investment Division to the Holding Company. Case II in case the Holding Company is able to acquire less than 100% but no less than 75% of Country Group Securities’ shares

- the Holding Company will recognize the financial position and operating results of Country Group Securities proportionately, according to the percentage of the shares acquired.

- the Holding Company will recognize the whole amount it pays for the investment in its statement of financial position, and recognize the share of profit (loss) from associated company in full in its statement of comprehensive income.

- the Holding Company will recognize the whole amount it pays Country Group Securities for the investment portfolio in its statement of financial position, and recognize the gain (loss) from Investment Division transferred to the Holding Company in full in its statement of comprehensive income

For instance, if the Holding Company acquires 75%, which is the minimum

tender condition, of total shares of Country Group Securities, the consolidated financial statement of the Holding Company will be affected as follows:

1) The Holding Company will recognize 75% of the financial position and operating results of Country Group Securities;

2) the whole amount it pays Country Group Securities for the investment in associated company in its statement of financial position, and the share of profit from associated company in full in its statement of comprehensive income, and

3) the whole amount it pays Country Group Securities for the investment portfolio in its statement of financial position, and the gain (loss) from Investment Division transferred to the Holding Company in full in its statement of comprehensive income.

Important items of the pro-forma financial statement of the Holding Company in case 75% shares are tendered are presented in the table below. The pro-forma financial statement was prepared under the consultation with the Financial Advisor solely as a guideline for consideration and for the purpose of presenting the impact of the restructuring on the financial position and operating results of the Holding Company. The pro-forma financial statement is neither audited nor reviewed by an auditor. The Company cannot guarantee that the pro-forma financial statement was prepared according to relevant accounting standards.

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Unit : Million Baht Item 2010 2011 2012 9m2013

Share of profit from associated company 45.77 48.2 50.4 80.85

Gain on investment 164.61 86.21 80.9 62.18 Profit (loss) from other businesses of Country Group Securities (12.25) 90.03 135.76 177.4

Net profit 194.04 224.44 267.06 320.42

Net profit per share (Baht) 0.11 0.13 0.15 0.17

Total assets 4,380.67 3,722.73 5,322.67 5,201.40

Total liabilities 1,416.93 885.00 2,390.30 1,784.89

Paid up capital 1,748.07 1,748.07 1,748.07 1,942.31 Number of paid-up shares (million shares) 1,748.07 1,748.07 1,748.07 1,942.31 Equity attributable to equity holders of parent company 2,222.80 2,128.30 2,199.28 2,562.38

Non-controlling interests 740.93 709.43 733.09 854.13

Total equity 2,963.74 2,837.73 2,932.37 3,416.51 Net book value per share (Baht) 1.27 1.22 1.26 1.32

Remark : The pro-forma statement was prepared without taking into account any gain, loss, or tax arising from the sale of investment in associated company and investment portfolio under Investment Division to the Holding Company. Case III - The Holding Company acquires shares of Country Group Securities less than 75% of the total shares, which is the minimum tender condition The whole Restructuring Plan will be cancelled and there will be no affect to Country Group Securities.

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Attachment VI: Impact upon the Shareholders of Country Group Securities and the Holding Company _____________________________________________________________________

The impact upon the shareholders is divided into two groups; that is, shareholders who choose to swap shares and shareholders who choose not to swap shares, with details as follows: 1. Shareholders who choose to swap shares of Country Group Securities for shares of the Holding Company The shareholders will share the benefits from the profit of the Holding Company according to the proportion of shares of Country Group Securities acquired from the tender offer which are held. If 100% of the securities of Country Group Securities can be acquired, there will be no changes to the benefits which shareholders receive, as the operating performance of the Holding Company and its subsidiaries will be equivalent to the operating performance of Country Group Securities and its subsidiaries prior to the restructuring, whereby the number of new shares issued will be the same. If less than 100% of the securities of Country Group Securities can be acquired, the Holding Company and its subsidiaries will recognize the operating performance of Country Group Securities according to the proportion of securities held, whilst the number of newly issued shares of the Holding Company will be proportionately reduced. A share swap is considered a securities trading transaction which is made through the Stock Exchange of Thailand. The shareholders are therefore subject to taxes similar to the trading of securities on the Stock Exchange of Thailand, whereby natural persons will be exempted from the capital gains tax while juristic persons will be subject to the capital gains tax. For foreign juristic persons, taxation will be subject to conditions in the Double Taxation Agreement (if any). The shareholders of Country Group Securities who offered shares to the Holding Company for sale and who have received remuneration in the form of capital increase ordinary shares of the Holding Company will have the right to receive warrants to buy ordinary shares of the Holding Company, free-of-charge-, proportionate to the number of shares which each shareholder holds in the Holding Company following the successful completion of the restructuring. 2. Shareholders who choose not to swap shares of Country Group Securities for shares of the Holding Company These shareholders will remain shareholders of Country Group Securities. However, the investments of Country Group Securities will be sold to the Holding Company at the market value on the trading day for the securities listed on the Stock Exchange, and at the book value of the investment appearing in the latest financial statement of Country Group Securities for the securities not listed on the Stock Exchange, which excludes the present value of the expected future return.

Therefore, shareholders who choose not to swap shares will lose the interest that they may have received in the future from the aforementioned investment returns. Furthermore, shareholders who choose not to swap shares will be liable to risks from holding securities with a lack of liquidity, as the shares of Country Group

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Securities will be delisted from the Stock Exchange of Thailand following the restructuring. The shareholders of Country Group Securities who do not sell shares to the Holding Company will not have the right to receive warrants to acquire ordinary shares of the Holding Company in an amount proportionate to the number of shares which each shareholder holds in the Holding Company following the successful completion of the restructuring. If less than 75% of the total securities of Country Group Securities can be acquired, the restructuring plan will be canceled and there will be no effect upon the shareholders of either Country Group Securities or the shareholders of the Holding Company.