Major Cineplex Public : Voluntary Partial Tender Offer to purchase ordinary shares of "SF" (revised)

- Translation - Tender Offer for Securities

(Form 247-4)

Of

Siam Future Development Public Company Limited

The Offeror

Major Cineplex Group Public Company Limited

Tender Offer Preparer and Tender Offer Agent

Bualuang Securities Public Company Limited

"This English language translation of the Tender Offer has been prepared solely for the convenience of the foreign shareholders of Siam Future Development Public Company Limited and should not be relied upon as the definitive and official document of the Offerors. The Thai language version of the Tender Offer is the definitive and official document of the Offerors and shall prevail in all respects in the event of any inconsistency with this English language translation."

(Translation)

No. IB/036/2016

20 December 2016

Subject: Submission of Tender Offer for the Securities of Siam Future Development Public Company Limited To: Secretary-General, The Office of The Securities and Exchange Commission

President, The Stock Exchange of Thailand

Board of Directors of Siam Future Development Public Company Limited Securities Holders of Siam Future Development Public Company Limited

Enclosed: Tender Offer for the Securities of Siam Future Development Public Company Limited (Form 247-4)

Pursuant to Major Cineplex Group Public Company Limited (the "Offeror") has purposed to makes Voluntary Partial Tender Offer to purchase ordinary shares of Siam Future Development Public Company Limited (the "Business") in the amount of not exceeding 428,346,412 shares or equal to not exceeding 24.11 percent of paid-up capital of the Business.

As per the Voluntary Partial Tender Offer proposal, the Offeror had obtained an approval from the Extraordinary General Shareholders' Meeting ("EGM") of the Business No. 1/2016 held on 3 October 2016 and being granted a waiver from the Office of the Securities and Exchange Commission to make a Voluntary Partial Tender Offer, by not having to make a Tender Offer for the entire Business on the 27 October 2016.

Bualuang Securities Public Company Limited as the tender offer preparer would like to submit the Tender Offer for the securities of Siam Future Development Public Company Limited (Form 247-4) to The Office of The Securities and Exchange Commission, The Stock Exchange of Thailand, the Business, and the securities holders of the Business to support its considerations of the Tender Offer.

Yours Sincerely,

- Mr. Chong Toh - - Mr.Pichet Sithi-Amnuai -

(Mr. Chong Toh) (Mr.Pichet Sithi-Amnuai)

Authorized Director Authorized Director

Bualuang Securities Public Company Limited Tender Offer Preparer

Table of Content

Part 1 Significant Elements of the Tender Offer Part 2 Information of the Offeror Part 3 Information of the Business Part 4 Additional Information of the Tender Offer Part 5 Certification of the Information Attachment

1. Confirmation Letter on Source of Funds Available for the Tender Offer
2. Tender Offer Acceptance Procedure and Forms

3. Tender Offer Acceptance Procedure

4. Tender Offer Acceptance Form

5. Power of Attorney for Tender Offer Acceptance

6. Form for Declaration of Cost of Tendered Securities

7. Amending Securities Holder Records

8. Tender Offer Revocation Procedure and Forms

9. Tender Offer Revocation Procedure

10. Tender Offer Revocation Form

11. Power of Attorney for Tender Offer Revocation

12. Tender Offer Acceptance Procedure and Forms for NVDR

13. Tender Offer Acceptance Procedure for NVDR

14. Tender Offer Acceptance Form for NVDR

15. Power of Attorney for Tender Offer Acceptance for NVDR

16. Form for Declaration of Cost of Tendered Securities for NVDR

Tender Offer to purchase ordinary shares of Siam Future Development Public Company Limited

(This Tender Offer, Offer Price, and Offer Period are the final offer which will not be amended subject to the conditions specified in Clause 8)

To Holders of security in Siam Future Development Public Company Limited

We, Major Cineplex Group Public Company Limited (the "Offeror" or the "Company"), hereby offer to purchase ordinary shares of Siam Future Development Public Company Limited (the "Business") with the following terms and conditions (the "Tender Offer"):

Part 1

Significant Elements of the Tender Offer

1. Date of Submission of the Tender Offer

   20 December 2016

2. Name of the Offeror

   Major Cineplex Group Public Company Limited

3. Name of the Tender Offer Preparer

   Bualuang Securities Public Company Limited (the "Tender Offer Preparer" or "Tender Offer Agent")

4. Objectives of the Tender Offer

By pursuing this Voluntary Partial Tender Offer, the Offeror has objectives to invest in the Business and make a long-term investment in the Business which are important strategies in order to expand business and diversify risks to the Offeror. The Offeror foresees opportunities from expansion its cinema business as the Business currently develops and manages many types of shopping center and receive the return from business operation and financial performance of the Business in the future.

The Offeror intends to invest in the Business in order to receive the return on investment only, thereby making a Voluntary Partial Tender Offer in the amount of not exceeding 428,346,412 shares or accounting for 24.11% of paid up capital of the Business. After the Tender Offer, the Offeror intends to hold shares of the Business in the amount of not exceeding 49.00% of paid up capital of the Business and representing 49.00% of the total voting rights of the Business. The Offeror has no intention to change objectives strategies, organization structure, financial structure, business plan and investment plan of the Business. The Offeror also has no intention to nominate additional individuals to join Board of Directors and the Offeror will support on operation of existing executives from now on. In addition, the Offeror had no intend to changes policies on dividend payment of the