12 ตุลาคม 2541

THE SECOND TENDER OFFER TO TGI

(Translation) 9 October, 1998 To: The Managing Director The Stock Exchange of Thailand Re: Delivery of second Tender Offer of Berli Jucker Public Company Limited to Thai Glass Industries Public Company Limited We, Berli Jucker Public Company Limited has delivered the second tender offer to Thai Glass Industries Public Company Limited containing key conditions as enclosed. Yours faithfully, BERLI JUCKER PUBLIC COMPANY LIMITED David John Nicol President Enc: Summary of Key Conditions 1. Tender Offer Submission Date : October 9, 1998 2. Tender Offeror : Berli Jucker Public Company Limited ("BJC") 3. Tender Offer Advisor : Union Securities Co., Ltd. ("Union") 4. Name of Tender Offer Agent undertaking to purchase securities : Union Securities Co., Ltd. 5. Category or type of securities proposed for purchase and their proportion of the total paid-up capital of the company : Common shares of Thai Glass Industries Public Company Limited ("TGI") of up to 1,323,250 shares (One million three hundred twenty three thousand two hundred and fifty shares), representing 2.26% of the total paid-up capital. 6. Proposed Tender Offer price : The proposed purchase price is 70 Baht (Seventy Baht) per share which includes the right to receive dividend payment for the fiscal year ended December 31, 1998. Tender Offerees must pay the brokerage commission, stated at 0.5% of the proposed purchase price and value added tax, stated at 10% of the brokerage commission. The net proposed purchase price is 69.615 Baht (Sixty nine Baht point six one five satang) per share inclusive of brokerage commission and value added tax. 7. Conditions of the Tender Offer : None 8. The Tender Offer policy in respect of persons intending to sell more or less of their shares than the amount offered for purchase : Tender Offeror will purchase all the amount of TGI's shares offered in the Tender Offer. 9. Tender period for the Tender Offer of TGI shares : The tender period for the Tender Offer will run for 45 business days from October 12, 1998 through December 16, 1998, both dates inclusive, from the hours of 9.00 - 16.00. 10. The purpose of the Tender Offer : 10.1 To delist TGI's ordinary shares from being listed on the Stock Exchange of Thailand 10.2 To provide opportunities for all minority shareholders to sell their TGI's shares voluntarily to Tender Offeror at the price as same as the shareholders who sold their TGI's shares in the previous Tender Offer 10.3 To comply with the procedures set forth under the Regulations of the Stock Exchange of Thailand ("SET") Re : Rules, Conditions and Procedures Governing Listing and De-listing of Securities dated March 12, 1993. 11. Source of funding for the Tender Offer : BJC will use funds raised from a rights offering of Baht 4,042.50 million, which has been completed since June, 1998, as a source of funding to acquire TGI's shares through the Tender Offer. BJC has already reserved funding to purchase all TGI's shares approximately Baht 1,400 million of which Baht 1,294.31 million has been used in the previous Tender Offer and the remaining of Baht 105.60 million will serve as a funding source, which Tender Offer Advisor hereby verifies that BJC has sufficient funds to make the Tender Offer. In case all of the TGI 's shares are tendered (1,323,250 shares), the proceeds for the tender would be approximately Baht 92.63 million. 12. Deliver the Acceptance Form of the Tender Offer, together with all required documents as stipulated above not later than 16.00 on December 16, 1998 to : Union Securities Co., Ltd. The PS Tower 19th Floor, 36/63-66 Sukhumvit 21 (Soi Asoke), Sukhumvit Road, Klong Toey, Bangkok 10110 Tel. 662-261-1850 Fax 662-261-3747 13. Settlement Date : After Union Securities Co., Ltd. receives all required documents stated in Clause 7 above and checks the documents for accuracy and completeness and receives payment for the tender from BJC, the Tender Offer Agent will make payment to persons offering to sell their shares of TGI on the third business day following the last day of the tender period. According to the current tender period, the Settlement Date is on December 21, 1998. Persons offering to sell such shares should apply in person to receive a cheque, or may give a Power of Attorney to another person for receipt of payment on their behalf to be made at the head office of Union Securities Co., Ltd. within office hours from 9.00 - 16.00 on such date. 14. Other information needed for shareholders' consideration : - Tender Offeror has obtained approval from the Office of SEC to undertake a second tender offer within one year of the time specified in the previous tender offer in conjunction with the the Letter of the SEC no. Kor Lor Tor Jor 2004/1998 dated September 22, 1998. - Tender Offeror will undertake a second tender offer after TGI has been granted delisting approval from the SET in conjunction with the Letter of the SET no. Bor Jor/Mor 1588/1998 dated October 6, 1998. Note: This Tender Offer proposal and tender period is a final offer and a final tender period; neither offer nor period will be changed or extended.