Notification of Connected Transaction

13 ธันวาคม 2550
December 12th, 2007 Subject : Notification of Connected Transaction and Employment of Consultant To: President The Stock Exchange of Thailand Ref: Resolution of the meeting of the Board of Directors held on May 24th,2006 In reference to the previous Board of Directors resolution, Haad Thip Public Company Limited (HTPCL) has entered into an agreement to employ The Beverage Services Company Limited (BevServ), which is a connected company,to work on the RTM (Route-to-Market) and DF (Demand Fulfillment) projects, the details of which are stated in the referred document. Since the outcome of the RTM (Route-to-Market) project, which had completed the first phase (Wave 1) already, has been satisfactory from both the standpoint of reduction in distribution cost and improvement in sales revenue, BevServ has proposed the second phase (Wave 2) for the RTM (Route-to-Market) project. The Company's Board of Directors is in agreement that, in order to realize the maximum benefit from the said project, the Company should engage BevServ as consultant for the Second phase (Wave 2) of the RTM (Route-to-Market) project. The details are as follows: 1. Date of the Board of Directors resolution: December 12th, 2007 2. Parties involved and Relationship with Listed Company 2.1 Name of Parties Involved Employer : Haad Thip Public Company Limited (HTPCL) Contractor : The Beverage Services Company (BevServ) 2.2 Relationship with Listed Company - Coca-Cola Sabco (CCS) owned 100% of total shares in Coca-Cola Indochina (CCI) and Coca-Cola Indochina (CCI) owned 100% of total shares in The Beverage Services Company (BevServ) - Coca-Cola Indochina (CCI) is the major shareholder of HTPCL by holding 24% of total shares outstanding. - Mr. Philipp Hugo Gutsche, Non-Executive Chairman of Coca-Cola Sabco (CCS) is a member of Board of Directors of HTPCL 3 General characteristics of the transaction: 3.1 The project is a continuation of the first phase (Wave 1) of the RTM (Route-to-Market) in which the second phase (Wave 2) will include more territories in order to reduce distribution cost, increase revenue and improve efficiency within each market territory. 3.2 The basis used to consider the fee: As negotiated. 3.3 Expected date of contract signing: December 15th, 2007. 3.4 Duration of project: 21 weeks. 4. Value of the transaction: US$174,600 (after including the fee for Wave 1 of US$161,500 the combined value (Wave 1 + Wave 2) is equal to US$336,100) 5. Term of payment: 6 installments during 2008 6. Connected person, Mr. Philipp Hugo Gutsche, neither involved in project consideration nor voted. 7. Resolution of the Board of Directors and Audit Committee: Based on the cost/benefit analysis and benefits received from Wave 1 of the RTM project, the Board of Directors and Audit Committee are in agreement that, by employing BevServ as consultant to the Wave 2 of the RTM project, the Company would derive the maximum benefit. In addition, the proposed fee is reasonable compared to the amount of work and expected benefit. 8. Connected transaction and conditions: As the agreement with BevServ has an aggregate value more than THB 1 million but less than 3% of the net tangible assets of the Company as stated in the financial statement for Q3/2007, which has been reviewed by external auditors, it is considered as "connected transaction" according to the Notification of the Stock Exchange of Thailand concerning rules, procedures, and disclosure of connected transactions of listed company. The Audit Committee has reviewed and approved the reasonableness and fairness of the transaction. Please be informed accordingly Yours faithfully, Sec.Lt. (Phairoch Rattakul) President & CEO Haad Thip Public Company Limited Office of Managing Director Tel.0-2391-4488 Ext. 103