Details of ESOP

Enclosure 1 Details of ESOP The securities offeror, i.e.,Singer Thailand Public Co., Ltd., whose office is located at 17th Floor, CAT Telecommunications Building, 72 Charoenkrung Road, Khaeng Bangrak, Khet Bangrak, Bangkok ("Company"), wishes to offer 13,500,000 warrants to purchase ordinary shares of the Company, to be allocated to a director who is executive of the Company whose name appeared in Clause 8 ("Warrant Holder"), at Baht 0 (zero) per unit ("ESOP"). In addition, the Company wishes to allocate 13,500,000 new shares (with par value of one (1) Baht) to support the exercise of right to convert the said warrants. 1. Objectives and need to offer warrants to director The reason for designation of number of shares allocated to support the exercise of right for 13,500,000 shares, representing 5 percent of all issued shares of the Company and the designation of exercise price at Baht 1.78 per share which was the closing price of ordinary shares of the Company traded on the Stock Exchange of Thailand on the date of meeting of the Remuneration Committee and the date of Board of Directors meeting No. 166 on 27 February 2007 (The market price is Baht 2.02 which is the weighed average closing price of ordinary shares of the Company traded on the Stock Exchange of Thailand during 14 business days prior to the date of meeting of the Remuneration Committee and the date of Board of Directors meeting No. 167 on 14 August 2007 (23 July 2007 until 10 August 2007)), and the need and benefits which the Company will receive compared to the benefits to be received by director of the Company shall be as follows: The offer of warrants to director aims to support a major improvement in the performance of the Company and the delivery of greatly improved returns to shareholders of the Company. The director of the Company will be provided with warrants with the exercise price fixed at the market price on 27 February 2007. If the director can drive the performance of the Company, and the Company's shares appreciate and achieve a higher price, which would be beneficial to all of the shareholders, the director will be rewarded by the ability to exercise his warrants and become the holder of a stake in the Company, with the possibility of selling shares on the Stock Exchange of Thailand. In contrast, if the Company's shares do not achieve a higher price, no benefit can be obtained by the director, but no material cost will have been incurred by the Company. In addition, the grant of theses options is necessary to ensure the continued service of a very experienced director which is critical to the Company's recovery from a difficult period. 2. Nature of securities, rules, conditions and method of offering Type of warrants: Named warrants to purchase the Company's ordinary shares,subject to transfer restrictions Amount of warrants: 13,500,000 units Offer price per unit: 0 baht per unit Life of warrants: 5 years from the date of issuance and first offer of the warrants Ratio of exercise of right: 1 warrant is entitled to purchase 1 ordinary share (exercise ratio may change afterwards pursuant to the conditions on right adjustment under Clause 6) Exercise price to purchase Baht 1.78 per share, which was the closing ordinary shares: price of the Company's ordinary shares traded on the Stock Exchange of Thailand on the date of meeting of Remuneration Committee No. 166 on 27 February 2007. Number of shares issued to 13,500,000 shares (with par value of Baht support warrants: one (1)),representing 5% of all issued shares of the Company, totaling 283,500,000 shares. Period of offer of warrants: Offer to be completed within 1 year from the date of approval of the Office of the SEC Date of issue and offer of The Board of Directors will designate the date warrants: of issuance and offer of warrants after the Company receives approval from the shareholder meeting and approval from the Office of the SEC. Method of allocation of To be allocated and offered in one single time, warrants: by 13,500,000 units to the Warrant Holder on the date of subscription for warrants, subject to rules under the relevant notifications of the Office of the SEC, not through underwriters. Right exercise period: The Warrant Holder can exercise the right to purchase the Company's ordinary shares within the life of the warrants under the following conditions: 1.Anytime after 28 February 2008, the Warrant Holder can exercise the right to purchase ordinary shares pursuant to the warrants at not more than 25% of the warrants allocated to him. 2.Anytime after 28 February 2009, the Warrant Holder can exercise the right to purchase ordinary shares pursuant to the warrants at not more than 50% of the warrants allocated to him. 3. Anytime after 28 February 2010, the Warrant Holder can exercise the right to purchase ordinary shares pursuant to any of the warrants allocated to him. Date and time for exercise Between 9.00 am. to 4.00 pm. on any business day of right: of each month. Period for declaration of The last business day prior to the expiry date intention to make the final of the life of warrants. exercise: Transfer restrictions: The warrants are named ones and are transferable only with approval of the Board of Directors. Secondary market of the The Company does not wish to list these warrants: warrants on the Stock Exchange of Thailand, but will list the ordinary shares derived from exercise of warrants on the Stock Exchange of Thailand. Status of ordinary shares New ordinary shares derived from exercise of derived from right exercise: warrants shall have the same rights and benefits as the Company's existing ordinary shares issued and fully paid-up. Registrar: The Company shall act as the Registrar for the warrants. Rights and benefits other None than those from normal ordinary shares: Assistance from the None Company to find source of fund for director: 3. Ordinary share price 3.1 Ordinary share price in the secondary market The information on price and monthly trading value of Singer Thailand Public Co., Ltd. from April 2006 until July 2007 may be summarized as follows: Year Month Highest Lowest Average Average trading price price price value per day (Baht) (Baht) (Baht) ('000 Bant) 2007 July 2.18 1.84 2.01 1,577 2007 June 1.88 1.65 1.77 356 2007 May 1.89 1.64 1.78 457 2007 April 2.08 1.79 1.91 2,680 2007 March 2.40 1.62 2.07 6,603 2007 February 1.90 1.60 1.80 109 2007 January 2.06 1.53 1.71 282 2006 December 2.72 1.83 2.57 677 2006 November 3.08 2.60 2.88 481 2006 October 3.24 2.84 3.05 476 2006 September 3.70 3.10 3.45 1,000 2006 August 3.70 3.10 3.45 964 2006 July 3.48 2.92 3.14 579 2006 June 3.62 3.36 3.47 59 2006 May 4.06 3.48 3.95 1,216 2006 April 4.30 3.98 4.12 2,135 Source: Database of the Stock Exchange of Thailand Note: The average price of ordinary shares is calculated from the combined total trading value in each month divided by the total volume of trading of shares in that month. 3.2 Weighed Average Closing Price of Ordinary Shares Weighed Average Closing Price of Ordinary Shares During 14 business days prior to the Meeting of Board of Directors (23 July 2007 until 10 August 2007) may be summarized as follows: Date High Low Closing Average Volume Value Price Price Price Closing ('000 ('000 (Baht) (Baht) (Baht) Price shares) Baht) (Baht) 23 July 2007 2.08 2.04 2.04 2.04 134.30 0.27 24 July 2007 2.18 2.08 2.10 2.13 1,000.10 2.13 25 July 2007 2.10 2.04 2.04 2.07 413.90 0.86 26 July 2007 2.16 2.06 2.06 2.08 362.80 0.75 27 July 2007 2.10 2.04 2.06 2.06 157.20 0.32 31 July 2007 2.08 2.02 2.08 2.02 10.20 0.02 1 August 2007 2.08 1.99 2.02 2.01 97.70 0.20 2 August 2007 2.06 2.00 2.00 2.00 7.90 0.02 3 August 2007 2.02 1.96 2.02 1.97 8.30 0.02 6 August 2007 2.00 2.00 2.00 2.00 10.00 0.02 7 August 2007 - - - - - - 8 August 2007 2.02 1.98 2.00 1.99 77.90 0.16 9 August 2007 2.00 1.92 2.00 1.96 38.80 0.08 10 August 2007 1.98 1.95 1.98 1.97 Weighed Average Closing Price Of Ordinary Shares During 14 business days prior to the Meeting of Board of Directors = Baht 2.02 4. Rules and conditions for allocation of warrants 4.1 Persons to be allocated warrants must be a director holding office of an executive of the Company on the date of allocation. 4.2 The Company authorizes the Board of Directors to consider allocating the warrants with opinion of the Remuneration Committee. The Remuneration Committee ("Remuneration Committee") comprises the following persons: 1) Mr.Christopher John King Chairman of the Remuneration Committee 2) Mr.Gavin John Walker Remuneration Committee 3) Mr.Udom Chatiyanonda Remuneration Committee 5. Conditions on exercise of right under warrants 5.1 The person to whom a warrant was issued by the Company shall continue to have status of a director holding office of an executive of the company as of the date of exercise of such warrant by the holder of the warrant (except as provided in Clause 5.2). If the transferee of the warrants is a third person, the transfer must have obtained approval from the Company's Board of Directors as specified in "Restriction of Transfer" above. 5.2 If the directorship or the executive position of the person to whom the warrant was issued and who has continued to hold such warrant terminates as a result of death, the legatee, or in case there is no legatee the estate administrator, of such Warrant Holder shall have the right to exercise the warrant on behalf of the said Warrant Holder on the conditions set forth herein. 5.3 If the directorship or the executive position of the person to whom a warrant was issued terminates by any reasons other than those specified in Clause 5.2, it shall be deemed that the Warrant Holder has no right to purchase ordinary shares under such warrant from the date of such termination, and the warrants, exercise of which has not been made, shall be deemed to have immediately terminated. The Warrant Holder shall have no right to claim against the Company. 5.4 Following the last day of exercise of right, should there remain outstanding warrants which have not been exercised, the said warrants shall be deemed to have terminated immediately, and the exercise of rights thereof shall not be made in any cases whatsoever. The holders of such warrants shall not have any rights to claim against the Company. 5.5 The cases other than those mentioned above shall be at the discretion of the Board of Directors. 6. Conditions for adjustment of rights of warrants 6.1 The Company shall adjust the exercise price and exercise ratio in the circumstance as stipulated in the Securities Exchange Commission Notification Kor. Jor. 13/2547 Re:Issuing and Offering of Warrants and Reserved Shares for exercise of Warrants dated 9 February 2547 and any amendment with approval of the Board of Directors and the Remuneration Committee. 6.2 The company will notify the Office of Securities Exchange Commission of the same within 15 days from the effective date of change in exercise price and exercise ratio. 7. Procedures for Exercise of Rights and Taxes and Duties 7.1 Warrant holders who wish to exercise rights to purchase ordinary shares under such warrants shall proceed and furnish the followings to the warrant registrar at Singer Thailand Public Company Limited, at no 72, CAT Telecom Building, 17th floor,Charoenkrung Road, Kwaewng Bangrak, Khet Bangrak, Bangkok between 9.00-16.00 hrs. - Ordinary shares purchasing form, all items of which have been correctly, accurately and completely filled out. - Certificate representing right according to the number specified in the ordinary shares purchasing form. - Make payment for shares according to the amount indicated in the ordinary shares purchasing form by cashier's cheque cashable in Bangkok, or by transfer of money into the account of the company (the company will notify in advance by indicating in the ordinary share purchasing form or not later than the date on which each exercise is fixed. - Copy of passport certified true copy. 7.2 The Warrant Holder shall be responsible for all tax under the Revenue Code or relevant laws in connection with the sell and transfer of warrants and/or exercise of warrants and any amendment thereof. 7.3 Upon complying with the procedures of exercise of right, namely evidence of certificate representing right and ordinary share purchasing form have been furnished,and payment for subscription of ordinary shares has been correctly and completely made, the declaration of intention to exercise the right to purchase ordinary shares is irrevocable, unless approval in writing is obtained from the Company. 7.4 The Company will notify the lists of holders of newly-issued ordinary shares arising from the exercise of warrants to the Thailand Securities Depository Co., Ltd. as the registrar of ordinary shares of the Company. Such lists shall be registered with the Ministry of Commerce within 14 days from the date of receipt of payments in full. 7.5 Rights and status of the newly-issued ordinary shares as a result of exercise of warrants shall be equal those of the Company's ordinary shares previously issued prior to the date such new ordinary shares have been issued from the date on which the names as shareholders appeared in the register book of shareholders of the Company. 7.6 If the right has not yet been exercised after the last day of exercise of right, such certificate representing rights (warrants) shall terminate, and the rights thereof shall no longer be exercised. 7.7 The right and condition of ordinary shares issued according to the exercise of warrants this time shall be equal to those of the company's ordinary shares earlier issued in all respects. 8. Names of directors holding management positions and entitled to allotment of the warrants and names of directors holding management positions and entitled to allotment of the warrants in the amount exceeding 5% of the total warrants issued and offered Name Position Number of Percentage Warrant (to the Plan) Mr. Daniel Michel Philiponet Director 13,500,000 100 Total - 13,500,000 100 9. Number of directors holding management positions and entitled to allocation of the warrants attending meetings and absent from meetings during the preceding one-year period of Singer Thailand Public Co., Ltd. (from the month of August 2006 to the month of August 2007) Name Position Number of Number of meetings meetings attended Mr. Daniel Michel Philiponet Director 4 4 Mr.Daniel Michel Philiponet has been appointed as Director since August 2006. 10. Monetary benefits allocated in the amount exceeding 5% of the total warrants to be issued, to be derived from the sale of the warrants and/or shares if the rights under the warrants are exercised, calculated from the difference between the offer price and the market price The calculation of benefit to be received in cash from the difference of exercise price and the market price on the basis that: The Exercise Price: Baht 1.78 per share The market price: Baht 2.02 per share (which is the weighed average closing price of ordinary shares of the Company traded on the Stock Exchange of Thailand during 14 business days prior to the date of meeting of the Remuneration Committee and the date of Board of Directors meeting No. 167 on 14 August 2007 (23 July 2007 until 10 August 2007) Benefit in cash: There is no benefit in cash. The forgoing amount of benefit is calculated from the current market price. But the Warrant Holder can exercise after 28 February 2008, therefore, the benefit to be received depends on future market price on the exercise date. If the market price on that date is lower than Baht 1.78 per share, the exercise of the Warrant will not provide benefit in cash. 11. Amount and nature of all remuneration for the latest year received by the directors specified in item 10 in capacity of a director and a management member Date Position Total Income 17 July 2006 - 31 December 2006 Acting Director 1,562,725.65 1 January 2007 - 28 February 2007 Acting Director 566,606.35 1 March 2007 - Present Managing Director 1,512,795.56 Total 3,642,127.56 12.Impact on shareholders due to this issue and offer of the warrants to directors Price dilution Newly issued shares reserved for the exercise of the warrants = 13,500,000 shares Exercise Price = Baht 1.78 Current number of shares of the Company = 270,00,000 shares Market price (weighed average closing price of the Company's shares traded in the SET during the 14 business days since 23 July 2007 until 10 August 2007= Baht 2.02 Price Dilution Effect = Shall not cause all shares of the Company after the capital increase (283,500,000 shares) to be theoretically reduced in value. However, effects upon price dilution due to the exercise of warrants will be subject to the market price of the Company's shares on the day that new shares from the exercise of warrants start trading on the SET. Impact on control Calculation based on current paid-up capital dilution if rights under the warrants in the Number of all issued shares = 270,00,000 shares (par whole amount are value of 1 Baht) exercised Number of all shares arising out of the exercise of rights under the warrants = 13,500,000 shares (par value of 1 Baht) Total number of shares after the exercise of rights under the warrants = 283,500,000 shares (par value of 1 Baht) (more)