Sri Trang Agro Industry PCL : Information Memorandum on Asset Acquisition and Disposal and the schedule of Extraordinary General Meeting of Shareholders No. 1/2017 (Informaion Added)

18 January 2017

Subject: Information Memorandum on Asset Acquisition and Disposal and the schedule of Extraordinary General Meeting of Shareholders No. 1/2017 (Information Added)

Attention: President

Stock Exchange of Thailand

Enclosure: Information Memorandum on Asset Acquisition and Disposal of Sri Trang Agro- Industry Public Company Limited

Reference is made to Board of Directors Meeting No. 1/2017 of Sri Trang Agro-Industry Public Company Limited (the "Company") which was convened on 16 January 2017, having resolved to approve the following material matters:

1. Approved the entering into the Umbrella Agreement with Semperit Technische Produkte Gesellschaft m.b.H. ("Semperit"), the agreement for the sale and purchase of shares in Siam Sempermed Co., Ltd. ("SSC") and the agreement for the sale and purchase of shares in various associate companies, namely Semperflex Shanghai Ltd., Shanghai Semperit Rubber & Plastic Products Co., Ltd. Sempermed USA, Inc., Sempermed Singapore Pte Ltd. and Semperflex Asia Corporation Ltd. ("SAC"), whereby all aforementioned related agreements determine the rights and duties between the parties including the following matters:

2. The acquisition of shares of SSC, with the Company as the buyer and Semperit as the seller. After of the share sale and purchase of SSC shares, the shareholding of the Company and Rubberland Products Co., Ltd., a subsidiary of the Company ("Rubberland"), in SSC will increase from 40.2 percent to 90.2 percent ("acquisition of SSC shares"); and

3. The disposal of shares held by and total investment by the Company and Rubberland in various associate companies, namely, Semperflex Shanghai Ltd., Shanghai Semperit Rubber & Plastic Products Co., Ltd., Sempermed USA, Inc., Sempermed Singapore Pte Ltd., and SAC, with the Company and Rubberland as the sellers and Semperit as the buyer ("entering into of the transaction to dispose of shares and investment"), whereby after the completion of the sale and purchase of the shares and investment, the Company and Rubberland will no longer hold any shares or have any investment in the associate companies.

   The share disposal of SAC is in accordance with the Call Option Agreement, under which Semperit has the right to purchase and pay for the shares within the specified period for the exercise of its rights.

4. The settlement of all pending disputes between the Company, its subsidiaries, and related companies with Semperit at present, whether such disputes are pending consideration by a court of law or arbitral committee, including the agreement that SSC will pay Semperit a compensation in order to settle the disputes between SSC and Semperit ("dispute settlement").

5. Approved the entering into the Credit Facility Agreement with financial institution(s) in order to secure sources of funds for the acquisition of SSC shares at the amount of THB 4.5 billion.

6. Approved to propose, to the shareholders meeting, to approve the demerger transaction comprising (A) the acquisition of SSC shares which constitutes an asset acquisition transaction; (B) the entering into of the transaction to dispose of shares and investment in associate companies including the shares of SAC in accordance with the Call Option Agreement, which constitutes an asset disposal transaction; and (C) the dispute settlement, in accordance with details set out in the Enclosure.

7. Approved the convening of Extraordinary General Meeting of Shareholders No. 1/2017 on 14 March 2017, at 10.00 hrs., at Hadyai Songkhla.

   follows:

   The agenda items to be considered at Extraordinary General Meeting No. 1/2017 are as

   Agenda Item 1: To endorse the minutes of the 2016 Annual General Meeting of Shareholders held on 28 April 2016;

   Agenda Item 2: To approve the demerger transaction comprising (A) the entering

   into the acquisition of shares of Siam Sempermed Co., Ltd., which constitutes an asset acquisition transaction of the Company; (B) the entering into of the transaction to dispose of the shares and investment in the associate companies, including the disposal of shares in Semperflex Asia Corporation Ltd., in accordance with the Call Option Agreement, which constitutes an asset disposal transaction of the Company; and (C) the settlement of all pending disputes;

   Agenda Item 3: Other matters (if any).

8. Approved the scheduling of 1 February 2017 as the date to record the names of shareholders entitled to attend and cast votes at Extraordinary General Meeting of Shareholders No. 1/2017 (Record Date), and 2 February 2017 as the date to close the share register book to list the names of shareholders (Closing Date) in accordance with Section 225 of the Securities and Exchange Act B.E. 2535 (1992) (including any amendment thereto).

   Any depositor and his/her representative that have deposited the Company's shares in the securities account of the Central Depository (Pte) Ltd (CDP) of Singapore as at 1700 hrs. (SGT) on 1 February 2017 shall be entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2017 and exercise their voting rights in respect of the number of shares credited to their securities accounts through CDP.

9. Approved the authorization of Dr. Viyavood Sincharoenkul, Managing Director, Mr. Kitichai Sincharoenkul, or any individual nominated by Dr. Viyavood Sincharoenkul or Mr. Kitichai Sincharoenkul, to execute the Umbrella Agreement, the agreement for the sale and purchase of SSC shares, the sale and purchase agreement in associate companies, or any related contracts, documents or other agreements, and to carry out any related proceedings on behalf of the Company until the completion of the sale and purchase of the aforementioned shares and various investments. In addition, Dr. Viyavood

Sincharoenkul, Managing Director, is authorized to change the agenda items, date, time, and venue of Extraordinary General Meeting Shareholders No. 1/2017, as well as any information memoranda relating to this asset acquisition and disposal transaction, subject to the provisions of the relevant law and/or in compliance with any additional comments of the relevant governing authorities, and taking the appropriateness, benefits and potential impact on the Company and/or the shareholders of the Company into due consideration.

Please be informed accordingly.

Sincerely yours,

(Mr. Kitichai Sincharoenkul) Director

Information Memorandum on Acquisition and Disposal of Assets of Sri Trang Agro-Industry Public Company Limited (Information Added)

Reference is made to the fact that Board of Directors Meeting No. 1/2017 of Sri Trang Agro-Industry Public Company Limited ("STA" or the "Company") which was convened on 18 January 2017 has resolved to approve the Company's entering into of the following transactions as detailed below.

1. Asset Acquisition Transaction

   The Board of Directors Meeting of the Company approved the acquisition of 10,000 shares of Siam Sempermed Co., Ltd. ("SSC") (currently a joint venture business of the Company) (equivalent to 50.0 percent of the total issued and sold shares of SSC) from Semperit Technische Produkte Gesellschaft m.b.H. ("Semperit"), which is not a connected person of the Company.

   This transaction thus constitutes an asset acquisition transaction of the Company ("Transaction No. 1").

2. Asset Disposal Transactions

   The Board of Directors Meeting of the Company approved the entering into of the following transactions to dispose of investments in various associate companies:

3. approved the disposal of the investment in Semperflex Shanghai Ltd. ("SSH") (equivalent to 50.0 percent of the total capital of SSH) to Semperit (or a person designated by Semperit), which is not a connected person of the Company.

   This transaction thus constitutes an asset disposal transaction of the Company ("Transaction No. 2");

4. approved the disposal of the investment in Shanghai Semperit Rubber & Plastic Products Co., Ltd. ("SRP") (equivalent to 10.0 percent of the total capital of SRP) to Semperit (or a person designated by Semperit), which is not a connected person of the Company.

   This transaction thus constitutes an asset disposal transaction of the Company ("Transaction No. 3");

5. approved the disposal of 1,000 shares of Sempermed USA, Inc. ("SUSA") which are directly held by the Company (equivalent to 25.0 percent of the total issued and sold shares of SUSA). The Company also indirectly holds 2,000 shares of SUSA through SSC (equivalent to 50.0 percent of the total issued and sold shares of SUSA). The Company and SSC will dispose all of the SUSA shares held by the Company and SSC to Semperit (or a person designated by Semperit), which is not a connected person of the Company.

This transaction thus constitutes an asset disposal transaction of the Company ("Transaction No. 4");

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