Details of ESOP

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 28 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 of the Company 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 Mr. Daniel Michel Philiponet, Managing Director of the Company, aims to support a major improvement in the performance of the Company and the delivery of greatly improved return to shareholders of the Company. Mr. Daniel Michel Philiponet is knowledgeable and efficient. He is highly responsible and experienced and has greatly contributed to the profitability of the Company. Mr. Daniel Michel Philiponet has solved problems resulting in a decrease in the Company's loss. He also demonstrates his vision in formulating the Company's strategies by improving the quality of the Company's products, after sale services. This is intended for the Company to resume the status of leader in the supply of electrical appliances and to aim to replacement market and product-exchange market. As a result of his dedication, Mr. Daniel Michel Philiponet has improved the results of operations of the Company of the 2nd quarter of 2007 compared to those of the same period of 2006. His efforts would enable the Company to achieve its goal. This benefit would serve as an incentive for him to use his knowledge, competency and vision to manage the Company's business efficiently in the long run under the Company's business plan. Mr.Daniel Michel Philiponet will be provided with warrants with the exercise price fixed at the market price on 28 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. At the same time, no material cost will be incurred by the Company. In contrast, if the Company's shares do not achieve a higher price, no benefit can be obtained by the director. However, the designation of the exercise price at Baht 1.78 per share may be viewed as being lower than the current market price. From the date Mr. Philiponet became the Managing Director of the Company on March 1, 2007, the results of operations of the Company in the 2nd quarter of 2007 has improved and the Company's share price has increased. Consequently,the exercise price fixed at the market price on 28 February 2007, which was the date prior to Mr. Daniel Michel Philiponet's assuming the post of the Managing Director, the benchmark for the purposes of evaluating Mr. Daniel Michel Philiponet's performance, is lower than the present market price. The discount is at 11.88%. However, the market price at the time of exercise (the first exercise may be made after 28 February 2008.) may be higher or lower. If the market price of the shares are lower, the monetary benefit to be received by Mr. Daniel Michel Philiponet would be less accordingly, or he would probably not receive any monetary benefit if the share price at the time of the exercise is lower than the exercise price. 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 28 February 2007. Number of shares issued to 13,500,000 shares (with par value of Baht one (1), support warrants: 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 a.m. to 4.00 p.m. on any business of right: day 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. 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 = 270,000,000 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 = After the capital increase (283,500,000 shares) reduced by 0.5658%. 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 dilution Calculation based on current paid-up capital if rights under the warrants in the whole Number of all issued shares = 270,000,000 amount are exercised shares (par value of 1 Baht) 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) Control Dilution = 4.7619% Impact on profit share if Calculation based on net profit/loss rights under the warrants in the whole amount are Net Profit/Loss = Baht [ ] exercised Earning per share = Baht [ ] Number of all issued shares = 270,000,000 shares (par value of 1 Baht) Earning per share after the exercise of rights under the warrants = Baht [ ] Earning Dilution = [ ]% Remark : The earning dilution cannot be calculated because the Company suffers loss.