STOCK OPTION PROGRAM : ESOP

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ESOP-Common StockESOP-Warrant

ESOP – Common stockESOP – Warrant

A securities o�ering to board members or employeescan be carried out via the following two instruments / methods:1

2

Bene�ts of ESOPFor the

Company Provides incentives for board and sta� members for their performance, as such creating ownership spirit.

Increases outputs and generates earnings e�ectively.

Enhances sustainable growth.

Provides sustainable returns in tandem with business growth.ForShareholders

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Directors and employees entitled to ESOP:Board members of the company or subsidiary issuing and o�ering ESOP

Employees working for the company or its subsidiary through an employment process such as monthly salary, wages or other compensation

Issues for considerationDilution e�ect on existing shareholders because of ESOP’s capital increase

The o�er period of ESOP shall be completed within one year from the date the program isapproved by shareholders. the term of warrant shall not exceeding 5 years from the date ofissuance and o�ering

The company can o�er newly-issued ESOP securities without having to inform the Securitiesand Exchange Commission (SEC), if there is no intention to list the ESOP-Warrants on the exchange.

In General Case, the veto rights is >10%. In such case that ESOP price is o�ered at ≥ 10% lowerthan market price and issued size is >5% of the total securities, considered a Special Case, vetoright is >5%.

If any director or employee is given ESOP more than 5% of the total securities o�ered, such astep requires permission from the company’s remuneration committee, To pass, a resolution must be approved by ¾ the total number of attending shareholders who have voting rights.The vote against such an allocation must not be more than 5% of the attending shareholders.

For ESOP-Warrants: directors and employees are subject to personal income tax if there arecapital gains resulting from a gap between the exercise and market prices upon warrant exercised. For ESOP-Common Stocks: capital gains are subject to personal income tax.

In case of life insurance company, ESOP o�ered covers insurance company’s appointed licensed agents.

Under the Thai Financial Reporting Standard, 2 edition, TFRS2: Share-Based Payment,if the o�ering price is lower than the market price (usually called the “option premium”): 1. For ESOP-Common Stock, the company must record such a gap as an expense in the accounting period immediately, and 2. For ESOP-Warrants, the gap must be recorded according to exercise period.

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Key procedures

Board of directors resolves to issueand o�er ESOP with capital increase.

Hold a shareholders’ meeting.(requiring approval from ≥ 3/4 of

attending shareholders withvoting rights)

Inform SET and disclose resolutions immediately or no later than9:00 am. of the following business day. (Form F53-4)

Register paid-up capital increase within 14 days.

≤ 30 days after end day of the o�ering

≤ 2 working days after SET announces to accept the common sharesto list on the exchange

≤ 30 days of every six months of calendar year

Issue shareholder invitation letter at least 14 days in advance

To pass, a general case is where there is no objection from > 10%of total attending shareholders with voting rights

To pass, a special case is where:

The o�ering price is ≥ 10% lower than market price and issued size is >5% of the total securities veto right is > 5% of total shareholders attending the meeting with voting rights.

There is any director or employee being o�ered > 5% of total securities o�ered. A resolution must be approved by ¾ the total number of attending shareholders with voting rights and without veto rights of 75% of the attending shareholders.

Submit Form 53-5 to SET ≤ 14 days after end of the o�ering.

Submit Form 81-1 along with checklist to the SEC ≤ 15 days.

Report exercise results to SET ≤ 14 days after end of the o�ering.

Submit Form 81-1 with exercise results to the SEC within 15 daysafter end of warrant exercised.

Register capital increase withMinistry of Commerce.

Submit common share listingform to SET.

Share trading commences on SET.

Report of proceeds utilization to SET.

Report ESOP o�ering results tothe SEC and SET.

If any warrants are exercised,the results must be reported

to the SEC and SET as well.

1

2

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• •

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62 The Stock Exchange of Thailand Building Ratchadapisek road, Klongtoey, Bangkok 10110 2014, January

Related laws / Regulations The Public Limited Companies Act, B.E. 2535 (1992)

Noti�cation of the Securities and Exchange Commission

TorChor. 32/2551 Re: The O�ering of Shares to the Directors or Employees

TorChor. 34/2551 Re: Application for and Approval of O�er for Sale of Newly Issued Share Warrants

and Newly Issued Underlying Shares

Bor.Jor./Ror. 01-09 Re: Rules, Conditions and Procedures Governing the Listing of Ordinary or

Preferred Shares Issued for Capital Increase

“In early 2013, we at Nation group were delighted when shareholders approved our employee stock option program, or ESOP, for our sta� members at NMG, NBC and NINE. This approval is signi�cant in re�ecting the deep understanding of our human resources, which are key drivers for the entire group. ESOP was o�ered as one form of moral support to employees who are determined to work for the group, moving together towards more sustainable success. They have allocated ESOP in accordance with each employee’s responsibility and performance. ESOP has created an ownership spirit among our sta�, and provides long-term gain for the organization as a whole. With ownership in mind, employees will devote more e�ort with maximum e�ciency and generate revenues and solid earnings. In addition, their attempts will also boost the company’s share price, which will make employees proud and create stronger bonds with the organization. Sustainable growth will be achieved for the bene�t of the organization, employees and shareholders. As such, ESOP is a great �nancial tool that enhances management performance and encourages employees to take part in boosting the company’s growth.

Suthichai YoonChairman

Nation Multimedia Group PCL

Kwanchai NuttasedManaging Director

Salee Colour PCL

“A successful organization is the one that is able to encourage their sta� and management to utilize their expertise to enhance the company forcefully with all their heart, love, determination and devotion. Salee Colour PCL has placed emphasis on nurturing loyalty among our employees at all levels. ESOP-Warrant is a good vehicle. Board members and management want to make sta� happy, possess a sense of belonging and ownership which will consequently help lead our organization to sustainable growth.”

STOCK OPTION PROGRAM : ESOP

�

�

�

�

ESOP-Common StockESOP-Warrant

ESOP – Common stockESOP – Warrant

A securities o�ering to board members or employeescan be carried out via the following two instruments / methods:1

2

Bene�ts of ESOPFor the

Company Provides incentives for board and sta� members for their performance, as such creating ownership spirit.

Increases outputs and generates earnings e�ectively.

Enhances sustainable growth.

Provides sustainable returns in tandem with business growth.ForShareholders

�

�

�

�

�

�

�

�

�

�

Directors and employees entitled to ESOP:Board members of the company or subsidiary issuing and o�ering ESOP

Employees working for the company or its subsidiary through an employment process such as monthly salary, wages or other compensation

Issues for considerationDilution e�ect on existing shareholders because of ESOP’s capital increase

The o�er period of ESOP shall be completed within one year from the date the program isapproved by shareholders. The term of warrant shall not exceeding 5 years from the date ofissuance and o�ering.

The company can o�er newly-issued ESOP securities without having to inform the Securitiesand Exchange Commission (SEC), if there is no intention to list the ESOP-Warrants on the exchange.

In General Case, the veto rights is >10%. In such case that ESOP price is o�ered at ≥ 10% lowerthan market price and issued size is >5% of the total securities, considered a Special Case, vetoright is >5%.

If any director or employee is given ESOP more than 5% of the total securities o�ered, such astep requires permission from the company’s remuneration committee. To pass, a resolution must be approved by 3/4 of the total number of attending shareholders who have voting rights.The vote against such an allocation must not be more than 5% of the attending shareholders.

For ESOP-Warrants: directors and employees are subject to personal income tax if there arecapital gains resulting from a gap between the exercise and market prices upon warrant exercised. For ESOP-Common Stocks: capital gains are subject to personal income tax.

In case of life insurance company, ESOP o�ered covers insurance company’s appointed licensed agents.

Under the Thai Financial Reporting Standard, 2 edition, TFRS2: Share-Based Payment,if the o�ering price is lower than the market price (usually called the “option premium”): 1. For ESOP-Common Stock, the company must record such a gap as an expense in the accounting period immediately, and 2. For ESOP-Warrants, the gap must be recorded according to exercise period.

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Key procedures

Board of directors resolves to issueand o�er ESOP with capital increase.

Hold a shareholders’ meeting.(requiring approval from ≥ 3/4 of

attending shareholders withvoting rights)

Inform SET and disclose resolutions immediately or no later than9:00 am. of the following business day. (Form F53-4)

Register paid-up capital increase within 14 days.

≤ 30 days after end day of the o�ering

≤ 2 working days after SET announces to accept the common sharesto list on the exchange

≤ 30 days of every six months of calendar year

Issue shareholder invitation letter at least 14 days in advance

To pass, a general case is where there is no objection from > 10%of total attending shareholders with voting rights

To pass, a special case is where:

The o�ering price is ≥ 10% lower than market price and issued size is >5% of the total securities veto right is > 5% of total shareholders attending the meeting with voting rights.

There is any director or employee being o�ered > 5% of total securities o�ered. A resolution must be approved by 3/4 the total number of attending shareholders with voting rights and without veto rights of 75% of the attending shareholders.

Submit Form 53-5 to SET ≤ 14 days after end of the o�ering.

Submit Form 81-1 along with checklist to the SEC ≤ 15 days.

Report exercise results to SET ≤ 14 days after end of the o�ering.

Submit Form 81-1 with exercise results to the SEC within 15 daysafter end of warrant exercised.

Register capital increase withMinistry of Commerce.

Submit common share listingform to SET.

Share trading commences on SET.

Report of proceeds utilization to SET.

Report ESOP o�ering results tothe SEC and SET.

If any warrants are exercised,the results must be reported

to the SEC and SET as well.

1

2

� �

• •

�

62 The Stock Exchange of Thailand Building Ratchadapisek road, Klongtoey, Bangkok 10110 2014, January

Related laws / Regulations The Public Limited Companies Act, B.E. 2535 (1992)

Noti�cation of the Securities and Exchange Commission

TorChor. 32/2551 Re: The O�ering of Shares to the Directors or Employees

TorChor. 34/2551 Re: Application for and Approval of O�er for Sale of Newly Issued Share Warrants

and Newly Issued Underlying Shares

Bor.Jor./Ror. 01-09 Re: Rules, Conditions and Procedures Governing the Listing of Ordinary or

Preferred Shares Issued for Capital Increase

“In early 2013, we at Nation group were delighted when shareholders approved our employee stock option program, or ESOP, for our sta� members at NMG, NBC and NINE. This approval is signi�cant in re�ecting the deep understanding of our human resources, which are key drivers for the entire group. ESOP was o�ered as one form of moral support to employees who are determined to work for the group, moving together towards more sustainable success. They have allocated ESOP in accordance with each employee’s responsibility and performance. ESOP has created an ownership spirit among our sta�, and provides long-term gain for the organization as a whole. With ownership in mind, employees will devote more e�ort with maximum e�ciency and generate revenues and solid earnings. In addition, their attempts will also boost the company’s share price, which will make employees proud and create stronger bonds with the organization. Sustainable growth will be achieved for the bene�t of the organization, employees and shareholders. As such, ESOP is a great �nancial tool that enhances management performance and encourages employees to take part in boosting the company’s growth.”

Suthichai YoonChairman

Nation Multimedia Group PCL

Kwanchai NuttasedManaging Director

Salee Colour PCL

“A successful organization is the one that is able to encourage their sta� and management to utilize their expertise to enhance the company forcefully with all their heart, love, determination and devotion. Salee Colour PCL has placed emphasis on nurturing loyalty among our employees at all levels. ESOP-Warrant is a good vehicle. Board members and management want to make sta� happy, possess a sense of belonging and ownership which will consequently help lead our organization to sustainable growth.”

STOCK OPTION PROGRAM : ESOP

�

�

�

�

ESOP-Common StockESOP-Warrant

ESOP – Common stockESOP – Warrant

A securities o�ering to board members or employeescan be carried out via the following two instruments / methods:1

2

Bene�ts of ESOPFor the

Company Provides incentives for board and sta� members for their performance, as such creating ownership spirit.

Increases outputs and generates earnings e�ectively.

Enhances sustainable growth.

Provides sustainable returns in tandem with business growth.ForShareholders

�

�

�

�

�

�

�

�

�

�

Directors and employees entitled to ESOP:Board members of the company or subsidiary issuing and o�ering ESOP

Employees working for the company or its subsidiary through an employment process such as monthly salary, wages or other compensation

Issues for considerationDilution e�ect on existing shareholders because of ESOP’s capital increase

The o�er period of ESOP shall be completed within one year from the date the program isapproved by shareholders. the term of warrant shall not exceeding 5 years from the date ofissuance and o�ering

The company can o�er newly-issued ESOP securities without having to inform the Securitiesand Exchange Commission (SEC), if there is no intention to list the ESOP-Warrants on the exchange.

In General Case, the veto rights is >10%. In such case that ESOP price is o�ered at ≥ 10% lowerthan market price and issued size is >5% of the total securities, considered a Special Case, vetoright is >5%.

If any director or employee is given ESOP more than 5% of the total securities o�ered, such astep requires permission from the company’s remuneration committee, To pass, a resolution must be approved by 3/4 the total number of attending shareholders who have voting rights.The vote against such an allocation must not be more than 5% of the attending shareholders.

For ESOP-Warrants: directors and employees are subject to personal income tax if there arecapital gains resulting from a gap between the exercise and market prices upon warrant exercised. For ESOP-Common Stocks: capital gains are subject to personal income tax.

In case of life insurance company, ESOP o�ered covers insurance company’s appointed licensed agents.

Under the Thai Financial Reporting Standard, 2 edition, TFRS2: Share-Based Payment,if the o�ering price is lower than the market price (usually called the “option premium”): 1. For ESOP-Common Stock, the company must record such a gap as an expense in the accounting period immediately, and 2. For ESOP-Warrants, the gap must be recorded according to exercise period.

nd

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�

�

�

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Key procedures

Board of directors resolves to issueand o�er ESOP with capital increase.

Hold a shareholders’ meeting.(requiring approval from ≥ 3/4 of

attending shareholders withvoting rights)

Inform SET and disclose resolutions immediately or no later than9:00 am. of the following business day. (Form F53-4)

Register paid-up capital increase within 14 days.

≤ 30 days after end day of the o�ering

≤ 2 working days after SET announces to accept the common sharesto list on the exchange

≤ 30 days of every six months of calendar year

Issue shareholder invitation letter at least 14 days in advance

To pass, a general case is where there is no objection from > 10%of total attending shareholders with voting rights

To pass, a special case is where:

The o�ering price is ≥ 10% lower than market price and issued size is >5% of the total securities veto right is > 5% of total shareholders attending the meeting with voting rights.

There is any director or employee being o�ered > 5% of total securities o�ered. A resolution must be approved by 3/4 the total number of attending shareholders with voting rights and without veto rights of 75% of the attending shareholders.

Submit Form 53-5 to SET ≤ 14 days after end of the o�ering.

Submit Form 81-1 along with checklist to the SEC ≤ 15 days.

Report exercise results to SET ≤ 14 days after end of the o�ering.

Submit Form 81-1 with exercise results to the SEC within 15 daysafter end of warrant exercised.

Register capital increase withMinistry of Commerce.

Submit common share listingform to SET.

Share trading commences on SET.

Report of proceeds utilization to SET.

Report ESOP o�ering results tothe SEC and SET.

If any warrants are exercised,the results must be reported

to the SEC and SET as well.

1

2

� �

• •

�

62 The Stock Exchange of Thailand Building Ratchadapisek road, Klongtoey, Bangkok 10110 2014, January

Related laws / Regulations The Public Limited Companies Act, B.E. 2535 (1992)

Noti�cation of the Securities and Exchange Commission

TorChor. 32/2551 Re: The O�ering of Shares to the Directors or Employees

TorChor. 34/2551 Re: Application for and Approval of O�er for Sale of Newly Issued Share Warrants

and Newly Issued Underlying Shares

Bor.Jor./Ror. 01-09 Re: Rules, Conditions and Procedures Governing the Listing of Ordinary or

Preferred Shares Issued for Capital Increase

“In early 2013, we at Nation group were delighted when shareholders approved our employee stock option program, or ESOP, for our sta� members at NMG, NBC and NINE. This approval is signi�cant in re�ecting the deep understanding of our human resources, which are key drivers for the entire group. ESOP was o�ered as one form of moral support to employees who are determined to work for the group, moving together towards more sustainable success. They have allocated ESOP in accordance with each employee’s responsibility and performance. ESOP has created an ownership spirit among our sta�, and provides long-term gain for the organization as a whole. With ownership in mind, employees will devote more e�ort with maximum e�ciency and generate revenues and solid earnings. In addition, their attempts will also boost the company’s share price, which will make employees proud and create stronger bonds with the organization. Sustainable growth will be achieved for the bene�t of the organization, employees and shareholders. As such, ESOP is a great �nancial tool that enhances management performance and encourages employees to take part in boosting the company’s growth.”

Suthichai YoonChairman

Nation Multimedia Group PCL

Kwanchai NuttasedManaging Director

Salee Colour PCL

“A successful organization is the one that is able to encourage their sta� and management to utilize their expertise to enhance the company forcefully with all their heart, love, determination and devotion. Salee Colour PCL has placed emphasis on nurturing loyalty among our employees at all levels. ESOP-Warrant is a good vehicle. Board members and management want to make sta� happy, possess a sense of belonging and ownership which will consequently help lead our organization to sustainable growth.”

STOCK OPTION PROGRAM : ESOP

�

�

�

�

ESOP-Common StockESOP-Warrant

ESOP – Common stockESOP – Warrant

A securities o�ering to board members or employeescan be carried out via the following two instruments / methods:1

2

Bene�ts of ESOPFor the

Company Provides incentives for board and sta� members for their performance, as such creating ownership spirit.

Increases outputs and generates earnings e�ectively.

Enhances sustainable growth.

Provides sustainable returns in tandem with business growth.ForShareholders

�

�

�

�

�

�

�

�

�

�

Directors and employees entitled to ESOP:Board members of the company or subsidiary issuing and o�ering ESOP

Employees working for the company or its subsidiary through an employment process such as monthly salary, wages or other compensation

Issues for considerationDilution e�ect on existing shareholders because of ESOP’s capital increase

The o�er period of ESOP shall be completed within one year from the date the program isapproved by shareholders. the term of warrant shall not exceeding 5 years from the date ofissuance and o�ering

The company can o�er newly-issued ESOP securities without having to inform the Securitiesand Exchange Commission (SEC), if there is no intention to list the ESOP-Warrants on the exchange.

In General Case, the veto rights is >10%. In such case that ESOP price is o�ered at ≥ 10% lowerthan market price and issued size is >5% of the total securities, considered a Special Case, vetoright is >5%.

If any director or employee is given ESOP more than 5% of the total securities o�ered, such astep requires permission from the company’s remuneration committee, To pass, a resolution must be approved by 3/4 the total number of attending shareholders who have voting rights.The vote against such an allocation must not be more than 5% of the attending shareholders.

For ESOP-Warrants: directors and employees are subject to personal income tax if there arecapital gains resulting from a gap between the exercise and market prices upon warrant exercised. For ESOP-Common Stocks: capital gains are subject to personal income tax.

In case of life insurance company, ESOP o�ered covers insurance company’s appointed licensed agents.

Under the Thai Financial Reporting Standard, 2 edition, TFRS2: Share-Based Payment,if the o�ering price is lower than the market price (usually called the “option premium”): 1. For ESOP-Common Stock, the company must record such a gap as an expense in the accounting period immediately, and 2. For ESOP-Warrants, the gap must be recorded according to exercise period.

nd

�

�

�

�

�

�

�

Key procedures

Board of directors resolves to issueand o�er ESOP with capital increase.

Hold a shareholders’ meeting.(requiring approval from ≥ 3/4 of

attending shareholders withvoting rights)

Inform SET and disclose resolutions immediately or no later than9:00 am. of the following business day. (Form F53-4)

Register paid-up capital increase within 14 days.

≤ 30 days after end day of the o�ering

≤ 2 working days after SET announces to accept the common sharesto list on the exchange

≤ 30 days of every six months of calendar year

Issue shareholder invitation letter at least 14 days in advance

To pass, a general case is where there is no objection from > 10%of total attending shareholders with voting rights

To pass, a special case is where:

The o�ering price is ≥ 10% lower than market price and issued size is >5% of the total securities veto right is > 5% of total shareholders attending the meeting with voting rights.

There is any director or employee being o�ered > 5% of total securities o�ered. A resolution must be approved by 3/4 the total number of attending shareholders with voting rights and without veto rights of 75% of the attending shareholders.

Submit Form 53-5 to SET ≤ 14 days after end of the o�ering.

Submit Form 81-1 along with checklist to the SEC ≤ 15 days.

Report exercise results to SET ≤ 14 days after end of the o�ering.

Submit Form 81-1 with exercise results to the SEC within 15 daysafter end of warrant exercised.

Register capital increase withMinistry of Commerce.

Submit common share listingform to SET.

Share trading commences on SET.

Report of proceeds utilization to SET.

Report ESOP o�ering results tothe SEC and SET.

If any warrants are exercised,the results must be reported

to the SEC and SET as well.

1

2

� �

• •

�

62 The Stock Exchange of Thailand Building Ratchadapisek road, Klongtoey, Bangkok 10110 2014, January

Related laws / Regulations The Public Limited Companies Act, B.E. 2535 (1992)

Noti�cation of the Securities and Exchange Commission

TorChor. 32/2551 Re: The O�ering of Shares to the Directors or Employees

TorChor. 34/2551 Re: Application for and Approval of O�er for Sale of Newly Issued Share Warrants

and Newly Issued Underlying Shares

Bor.Jor./Ror. 01-09 Re: Rules, Conditions and Procedures Governing the Listing of Ordinary or

Preferred Shares Issued for Capital Increase

“In early 2013, we at Nation group were delighted when shareholders approved our employee stock option program, or ESOP, for our sta� members at NMG, NBC and NINE. This approval is signi�cant in re�ecting the deep understanding of our human resources, which are key drivers for the entire group. ESOP was o�ered as one form of moral support to employees who are determined to work for the group, moving together towards more sustainable success. They have allocated ESOP in accordance with each employee’s responsibility and performance. ESOP has created an ownership spirit among our sta�, and provides long-term gain for the organization as a whole. With ownership in mind, employees will devote more e�ort with maximum e�ciency and generate revenues and solid earnings. In addition, their attempts will also boost the company’s share price, which will make employees proud and create stronger bonds with the organization. Sustainable growth will be achieved for the bene�t of the organization, employees and shareholders. As such, ESOP is a great �nancial tool that enhances management performance and encourages employees to take part in boosting the company’s growth.”

Suthichai YoonChairman

Nation Multimedia Group PCL

Kwanchai NuttasedManaging Director

Salee Colour PCL

“A successful organization is the one that is able to encourage their sta� and management to utilize their expertise to enhance the company forcefully with all their heart, love, determination and devotion. Salee Colour PCL has placed emphasis on nurturing loyalty among our employees at all levels. ESOP-Warrant is a good vehicle. Board members and management want to make sta� happy, possess a sense of belonging and ownership which will consequently help lead our organization to sustainable growth.”