Notification of the Acquisition or Disposal of Assets of Listed Companies by Berli Jucker Public Company Limited (BJC) 1. The date of the transaction The Board of Directors' meeting of Berli Jucker Public Company Limited. No. 22/1998 held on April 30th, 1998 resolved to acquire up to all the total issued shares in Thai Glass Industries Public Company Limited (TGI) by way of a tender offer (the Tender Offer or the Transaction) in accordance with the rules and regulations of the Office of the Securities and Exchange Commission and other applicable laws. The date on which the Transaction is expected to occur is during the last week of June 1998. 2. Counterparties involved All other TGI shareholders. 3. Description of the Transaction According to the Stock Exchange of Thailand (SET) Rules and Procedures for Disclosure of an Acquisition or Disposal of the Assets of Listed Companies, this transaction is classified as Category 2, because the highest ratio resulting from application of the four Ratio Tests prescribed thereunder is 28.54% in the Profit Test, and the range for Category 2 transactions is 15-50%. Attached find our calculation of the Ratio Tests. 4. Details of the assets involved in the transaction The assets involved in this transaction are shares of Thai Glass Industries Public Company Limited - Company name : Thai Glass Industries Public Company Limited - Nature of business : Manufacturer of glass containers for soft drinks, liquor, beer, medicine, health drinks, electrolytes and instant food products - Registered and paid-up capital : 585,000,000 Baht, divided into 58,500,000 ordinary shares at a par value of 10 Baht each - Major shareholder : BJC holds 66.13% of the total issued share capital of TGI as at April 9th, 1998 5. The total value of the transaction If the total amount of the TGI shares tendered in the Transaction is 19,813,403, the total value of the transaction is estimated to be 1,386.94 million Baht. 6. The value of the shares acquired The value of shares acquired based on their market price is 1,168.99 million Baht, and book value is 744.39 million Baht, which is calculated from the proposed amount of shares to be purchased of 19,813,403 shares and the closing price of TGI shares on the SET on April 30th, 1998 of 59 Baht, and a book value per share of 37.57 Baht per share (based on the financial statements dated December 31st, 1997) 7. Method used in the fixing of Transaction value The method used for the valuation of the tender offer price was the Price/earnings Ratio. During the previous 2 years, the price/earnings ratio of TGI shares ranged from approximately 5 to 13 times, and mostly it fell between the range of approximately 9-10 times. The tender offer price is 70 Baht per share, which represents a price/earnings ratio of approximately 12.6 times, which ratio falls at the high end of the 2 year price/earnings ratio range. 8. The pro rata (of shares acquired) net profit after tax and extraordinary items of TGI for the past two years, prior to the Transaction The pro rata net profit after tax and extraordinary items of TGI is 109.80 mn. Baht in 1997 and 181.88 mn. Baht in 1996. 9. Expected benefits to BJC after the Transaction This additional investment will provide synergy to BJC's glass products distribution business through improved management coordination of the unit's business, improved operational efficiencies and reduced costs. 10. Source of funding BJC plans to raise capital by undertaking a rights offering of 101,062,500 shares at the selling price of 40 Baht per share to existing shareholders. The proceeds raised will equal 4,042.5 million Baht. 11. Conditions of the Transaction 11.1 According to the Stock Exchange of Thailand (SET) Rules and Procedures for Disclosure of an Acquisition or Disposal of the Assets of Listed Companies, this transaction is classified as Category 2. Therefore, BJC shall undertake the following steps after this notification to the SET: a) Advertise this notification in 1 Thai newspaper and 1 English newspaper on the next business day following the date of provision of this notification to the SET, and b) Distribute documents as required by the SET to all shareholders within 21 days following the publication date of such notification 11.2 The company will conform with the applicable regulations of all regulatory bodies. 12. Status of TGI following Transaction Following completion of the Transaction, in the event the proportion of total TGI shares issued held by BJC exceeds 80%, BJC will arrange to apply for delisting TGI shares. 13. Other considerations There are 5 shareholders of TGI which are directors of BJC. Signature ....................................... Mr. David J. Nicol Director