(Translation) Tender Offer Form of Berli Jucker Public Company Limited Prepared by BankThai Public Company Limited Tender Offer Preparer Thai Thanakit Securities Company Limited Tender Offer Agent Table of Contents Tender Offer for Securities of Berli Jucker Public Company Limited (Form 247-4) Part I Summary of Relevant Information Page 4 Part II Details of the Offer for Securities Page 7 Attachment 1. Confirmation Letter of Financial Support 2. FORM for Ordinary Shares * Tender Offer Acceptance Procedure * Tender Offer Acceptance Form * Proxy Form * Confirmation Form of Acquisition Cost * Tender Offer Cancellation Procedure * Cancellation Form * Proxy Form for Cancellation 3. FORM for Non-Voting Depository Receipt (NVDR) * Tender Offer Acceptance Procedure * Tender Offer Acceptance Form * Power of Attorney * Declaration of Cost of Tendered NVDR Share Form 4. Financial Statement of Beri Jucker Public Company Limited for Year 1998-2000 and Q3 financial statement for Year 2001 5. Financial Statement of Nakornchuen Company Limited for Year 2000 This English translation of the Tender Offer document has been prepared solely for the convenience of foreign shareholders of Berli Jucker Public Company Limited and should not be relied upon as the definitive and official Tender Offer document of the Offeror. The Thai language version of the Tender Offer document is the definitive and official document of the offeror and shall prevail in all respects in the event of any in consistency with the English translation Tender Offer for Securities of Berli Jucker Public Company Limited (The offer and tender offer period are final and will not be amended) Part I Summary of Relevant Information 1. Date of submission of the tender offer December 26, 2001 2. Name of the Offeror Nakornchuen Company Limited (the "Offeror") 3. Name of the tender offer preparer BankThai Public Company Limited (the "Tender Offer Preparer") 4. Name of the tender offer agent Thai Thanakit Securities Company Limited (the "Tender Offer Agent") 5. Type, issue and amount of securities offered to be purchased, and the percentage of such securities to the total issued securities - 26,210,043 common shares of Berli Jucker Public Company Limited ("BJC" or the "Company"), representing 16.5 per cent of total issued shares of BJC. 6. Tender offer price The tender offer price is Bt. 41.3077 (Baht forty one point three zero seven seven) per share. The Offerees are subject to a 0.25 per cent brokerage fee plus value added tax (VAT) of 7 per cent of the brokerage fee. Thus, the net price to be received by the Offerees is Bt. 41.1972 (Baht forty one point one nine seven two) per share. Subject to the provisions of the Revenue Code, the Tender Offer Agent will withhold 15 per cent of the capital gains derived from the sales of shares by the Offerees who are foreign juristic persons residing in countries that do not have double tax treaty agreement (DTA) with Thailand or those who have DTA with Thailand but having no waiver on withholding income tax, thereby the Offerees are required to declare the acquisition cost of the tendered shares (See Attachment) with evidence of such cost attached. If no acquisition cost confirmation form and/or evidence of the acquisition cost is submitted, the withholding tax will be calculated out of the whole portion of the share selling price receivable by the Offerees. 7. Conditions of the tender offer The Offeror shall cancel the tender offer in case of any of the following incidents: 1. An incident or action takes place after the Securities and Exchange Commission (SEC) has accepted the tender offer and the tender offer period has not yet ended, which causes or may cause a severe damage to the position or assets of the tendered business, provided that such incident or action does not arise from the Offeror's action or from the action for which the Offeror is responsible. 2. The tendered business performs any action, after the SEC has accepted the tender offer and the tender offer period has not yet ended, that causes the share value to decrease materially. 8. Intention to purchase in the case where the amount of securities tendered is more or less than the amount offered to be purchased The Offeror will purchase all the tendered shares according to the procedure indicated in the tender offer and may cancel the tender offer as provided under clause 7 above. 9. Tender offer period (This tender offer period will be final and will not be extended.) Between 9.00 a.m. and 4.00 p.m. of the business days from December 27, 2001 to February 1, 2002, totaling 25 business days. 10. Objective of the tender offer 10.1 To comply with the regulatory conditions set forth in the Notification of the Securities and Exchange Commission (the "SEC") No.Kor Kor 4/2538 on the Rules, Conditions and Procedures for Acquisition of Securities for Business Takeover. 10.2 In the Offeror's opinion, the Company's business is one of the high growth business and the price offered is appropriate and in line with the return from this investment. 11. Sources of funds to purchase the securities The value of the tender offer for the Company's securities will come from the following sources: Nakornchuen Company Limited has available sources of funds to purchase securities tendered by shareholders in the tender offer by way of sanctioned Credit line of Baht 1,083,000,000 from Siam City Bank Public Company Limited, for the purpose of purchasing shares in the tender offer. (details given in attachment) Nakornchuen Company Limited will use its working capital to repay this long- term facility. BankThai Public Company Limited, as the Tender Offer Preparer, is of the opinion upon consideration that the Offeror has sufficient sources of funds for the tender offer. Part II Details of the Offer for Securities The offer and tender offer period are final and will not be amended.) To: Securities Holders We, the Nakornchuen Company Limited, hereby offer to purchase securities of Berli Jucker Public Company Limited ("BJC" or the "Company") in accordance with the terms set out below: 1. Name, address and telephone or facsimile number of the Offeror Nakornchuen Company Limited 15 Moo 14 Vibhavadee Rangsit Road, Chatujak, Bangkok 10900 Telephone 0-2617-9634 Facsimile 0-2617-9535 2. Name, address and telephone or facsimile number of the tender offer preparer and the tender offer agent Tender Offer Preparer BankThai Public Company Limited 44 North Sathorn Road., Silom, Bangrak, Bangkok 10500 Telephone 0-2633-9000, 0-2633-8000 Facsimile 0-2633-9052 Tender Offer Agent Thai Thanakit Securities Company Limited 44 BankThai Building, 24th-26th Floor, Soi Langsuan, Ploenchit Road., Lumpini, Patumwan, Bangkok 10330 Telephone 0-2657-9000 Facsimile 0-2657-9300 3. Names of legal advisors White & Case, Colin Ng & Partners 50 Raffles Place # 30-00 Singapore Land Tower Singapore 048623 4. Terms of the tender offer (The offer and tender offer period are final and will not be amended.) 4.1 Number of shares offered to be purchased - 26,210,043 common shares of BJC, representing 16.5 per cent of total issued shares of BJC. 4.2 Tender offer price (final price) The tender offer price is Bt. 41.3077 (Baht forty one point three zero seven seven) per share. The Offerees are subject to a 0.25 per cent brokerage fee plus value added tax (VAT) of 7 per cent of the brokerage fee. Thus, the net price to be received by the Offerees is Bt. 41.1972 Baht forty one point one nine seven two) per share. Subject to the provisions of the Revenue Code, the Tender Offer Agent will withhold 15 per cent of the capital gains derived from the sales of shares by the Offerees who are foreign juristic persons residing in countries that do not have double tax treaty agreement (DTA) with Thailand or those who have DTA with Thailand but having no waiver on withholding income tax, thereby the Offerees are required to declare the acquisition cost of the tendered shares (See Attachment) with evidence of such cost attached. If no acquisition cost confirmation form and/or evidence of the acquisition cost is submitted, the withholding tax will be calculated out of the whole portion of the share selling price receivable by the Offerees . 4.3 Conditions of the tender offer The Offeror shall cancel the tender offer in case of any of the following incidents: 1. An incident or action takes place after the Securities and Exchange Commission (SEC) has accepted the tender offer and the tender offer period has not yet ended, which causes or may cause a severe damage to the position or assets of the tendered business, provided that such incident or action does not arise from the Offeror's action or from the action for which the Offeror is responsible. 2. The tendered business performs any action, after the SEC has accepted the tender offer and the tender offer period has not yet ended, that causes the share value to decrease materially. 4.4 Purchase in the event where the amount tendered is more or less than the amount offered to be purchased The Offeror will purchase all the tendered shares according to the procedure indicated in the tender offer and may cancel the tender offer as provided in the conditions of the tender offer. 5. Tender offer period (This tender offer period will be final and will not be extended.) Between 9.00 a.m. and 4.00 p.m. of the business days from December 27, 2001 to February 1, 2002, totaling 25 business days. 6. The last day for the Offerees to cancel the tender On January 25, 2002, which is the 20th business day of the tender offer period. The Offerees have to follow the procedure below: 6.1 To clearly complete and sign the Tender Offer Cancellation Form attached hereto as per attached. 6.2 To enclose the following documents: 1. Receipt of the Tender Offer Acceptance Form 2. In case that the Offeree is an individual: Thai national A certified copy of the identification card, civil servant identification card or state enterprise employee card. (If either of the last two cards are used, a certified copy of the house registration is also required.) Non-Thai national A certified copy of alien identity card or passport. 3. In case that the Offeree is a juristic person: Thai national A copy of such juristic person's affidavit (issued no longer than three months), duly certified by its authorized persons with its seal affixed (if any), together with certified copies of the identification card of the authorized persons. Non-Thai national Copies of the certificate of incorporation, memorandum and articles of association (or other documents as set out by law) and company affidavit, all duly certified by directors or authorized persons, certified copies of such persons' passports and their specimen signatures. All of the above certified documents must be notarized by a notary public and authenticated by the Thai Consulate, all of which must have validity of not over one year. 4. In case that the Offeree is unable to process the cancellation by himself/herself, the Offeree has to prepare a Proxy Form with Bt. 30 duty stamp affixed and certified copies of the identification card and house registration or documents indicated in clauses 2 or 3 above as the case may be of the grantor and the grantee. (Proxy Form in Attachment) 6.3 To submit the completed Cancellation Form as indicated above with the required documents between 9.00 a.m. and 4.00 p.m. of the business days no later than January 25, 2002 at: Khun Oranut Laksana or Khun Nutchanath Puengsiri Thai Thanakit Securities Company Limited 44 BankThai Building, 25thFloor, Soi Langsuan, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Telephone 0-657-9000 ext. 3008 or 3009 Facsimile 0-2657-9300 (Mailed documents shall be rejected) 7. Procedure for acceptance of the tender offer To accept the tender offer for all or part of BJC shares, the Offerees have to follow the procedure below: 7.1 To clearly complete and sign the Tender Offer Acceptance Form attached hereto as per attached. 7.2 To enclose the following documents: 1. In case of share certificates, the Offeree must endorse the share certificate as the transferor and submit it together with other supporting documents within the tender offer period so that the Tender Offer Agent can send the share certificate to Thailand Securities Depository Co., Ltd. for verification. In case of joint holding of shares (joint ownership of each share), endorsement shall be made by all the joint holders. In case of estate administrator, the Offeree must present a certified copy of the court order appointing him as the estate administrator, or in case where there is no court order, a copy of the will appointing the estate administrator, either by the testator or by the person indicated in the will. In case where the shareholders are minors, the share certificates must be endorsed by the father and mother and certified copies of the father and mother's identification cards and house registration must be attached. 2. In case of scripless shares, the Offeree must contact his/her broker to have the shares transferred to the account of: Thai national "Thai Thanakit Securities Company Limited for Tender Offer" Account No. 007-030001-6 Non-Thai national "TTS FOR THE TENDER OFFER" Account No. 007-930001-3 3. In case that the Offeree is an individual: Thai national A certified copy of the identification card, civil servant identification card or state enterprise employee card together with a copy of the house registration. Non-Thai national A certified copy of alien identity card or passport. 4. In case that the Offeree is a juristic person: Thai national A copy of such juristic person's affidavit (issued no longer than three months), duly certified by its authorized persons with its seal affixed (if any), together with certified copies of the identification card of the authorized persons. Non-Thai national Copies of the certificate of incorporation, memorandum and articles of association (or other documents as set out by law) and company affidavit, all duly certified by directors or authorized persons, certified copies of such persons' passports and their specimen signatures. All of the above certified documents must be notarized by a notary public and authenticated by the Thai Consulate, all of which must have validity of not over one year counting from the closing date of the tender offer period. 5. In case that the Offeree is unable to process the acceptance by himself/herself, the Offeree has to prepare a Proxy Form with Bt. 30 duty stamp affixed and certified copies of the identification card and house registration or documents indicated in clauses 3 or 4 above as the case may be of the grantor and the grantee. (Proxy Form in Attachment) 6. In case of the Offerees residing in countries that do not have double tax treaty agreement (DTA) with Thailand or those who have DTA with Thailand but having no waiver on withholding income tax, the Offerees are required to declare the acquisition cost of the tendered shares for the purpose of withholding tax deduction. (See Attachment) 7.3 To submit in person the completed Acceptance Form as indicated above with the required documents between 9.00 a.m. and 4.00 p.m. of the business days from December 27, 2001 until February 1, 2002 at: Khun Oranut Laksana or Khun Nutchanath Puengsiri Thai Thanakit Securities Company Limited 44 BankThai Building, 25th Floor, Soi Langsuan, Ploenchit Road., Lumpini, Patumwan, Bangkok 10330 Telephone 0-2657-9000 ext. 3008 or 3009 Facsimile 0-2657-9300 (Mailed documents shall be rejected) 8. Payment date The Offerees or authorized persons shall receive share payment on the third business day after the last day of the tender offer period, which will fall on February 6, 2002. They may come in person to collect the payment cheque at Thai Thanakit Securities Company Limited during 9.00 a.m. - 4.00 p.m. as the address mentioned above (clause 7.3). If no cheque collection is made as specified, the Tender Offer Agent will send the cheque by registered mail to the Offeree at the address indicated in the Acceptance Form (See Attachment). 9. Other relevant information to support decision making of the securities holders 9.1 Objective of the tender offer 1) To comply with the regulatory conditions set forth in the Notification of the Securities and Exchange Commission (the "SEC") No.Kor Kor 4/2538 on the Rules, Conditions and Procedures for Acquisition of Securities for Business Takeover. 2) In the Offeror's opinion, the Company's business is one of the high growth business and the price offered is appropriate and in line with the return from this investment. 9.2 Securities holding prior to the tender offer and as of the date of submission of the tender offer and other agreements that may result in future acquisition of the Company's shares (1) [ / ] Total number of issued shares Aggregate number of shareholding of 132,602,457 shares, or 83.5 per cent of the total issued shares. (2) [ ] Warrants (specify issue, amount, and rights to purchase shares) - None - (3) [ ] Other securities convertible into shares - None - (4) [ ] Others - None - 9.3 Status of the Company after the acquisition of shares through the tender offer If after the tender offer the Offeror holds majority shares in the business, or there are fewer than 150 minority shareholders altogether, or the Company is likely to be delisted from the stock exchange according to SET regulations to maintain listing status, the Offeror may consider to delist the securities from the stock exchange, the approval of which will be requested from the shareholders' meeting of the company. The Offeror has no intention to make material changes to the Company's main objectives. The objectives may be revised to cope with the competition or changing economic conditions in the future for the benefit of the Company. Under the current circumstances, the Offeror has no intention to sell the Company's shares within 12 months as from the end of the tender offer period except wherein, it is required to avoid disqualifications under SET regulations to maintain listed status of BJC. 9.4 Policy and plans for future operations of the business showing assumptions and reasons accompanying the assumptions (such as business plan, organization chart, employment plan, plan for asset disposition of the Company or its subsidiaries, and financial restructuring plan) The Offeror has no plan to make significant changes within 12 months after the end of the tender offer period to the business operation policy, organization structure, disposition of the Company's core assets and financial structure, unless for improvement of core business's efficiency to suit the economic conditions and competition in the future. The board of directors may review employment and personnel policy to enhance efficiency and competitiveness of the business. However, the Offeror may consider changes to the above matters. Any changes to the main objectives of the Company's business operation will first be submitted for the resolution of the shareholders' meeting. 9.5 Sources of funds for this acquisition The value of the tender offer for the Company's securities will come from the following sources: Nakornchuen Company Limited has available sources of funds to purchase securities tendered by shareholders in the tender offer by way of sanctioned Credit line of Baht 1,083,000,000 from Siam City Bank Public Company Limited, for the purpose of purchasing shares in the tender offer. (details given in attachment) Nakornchuen Company Limited will use its working capital to repay this long-term facility. BankThai Public Company Limited, as the Tender Offer Preparer, is of the opinion upon consideration that the Offeror has sufficient sources of funds for the tender offer. 9.6 Relationship between the Offeror and the Company, major shareholders, or directors of the Company 1) Summarized details of agreement/arrangement/memorandum of understanding for purposes of making a tender offer, entered into prior to the submission of the tender offer The offeror signed the Share Sale and Purchase Agreement to acquire ordinary shares of Berli Jucker Public Company Limited from First Pacific Company Limited on November 28, 2001. The main terms of the agreement are summarized below: Parties to the agreement : Buyer : Nakornchuen Company Limited Seller : First Pacific Company Limited Agreement Date : November 28, 2001 Securities under the agreement : 132,602,457 ordinary shares of Berli Jucker Public Company Limited (or 83.5% of the total issued shares) Advisor to the agreement : RICHARDS BUTLER (International Law Firm) Conditions and responsibilities of parties : The Seller agrees to sell the said ordinary shares for a total amount of US$ 125 million to the (more)