Notification of Connected Transaction

25 May 2006
May 24, 2006 Subject : Notification of Connected Transaction To : President The Stock Exchange of Thailand Haad Thip Public Company Limited would like to inform a resolution of the meeting of the Board of Directors No.2/2006, held on May 24, 2006 regarding Connected Transaction as follows : 1. The Board resolution was passed signing an agreement with The Beverage Services Company (BevServ) as consultant of the company. 2. Parties involved and Relationship with Listed Company 2.1 Name of Parties Involved Employer : Haad Thip Public Company Limited Contractor : The Beverage Services Company (BevServ) 2.2 Relationship with Listed Company - Coca-Cola Sabco (CCS) owned 100% shares both in Coca-Cola Indochina (CCI) and 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, Chairman of Coca-Cola Sabco (CCS) and Mr.Martin Jansen, Managing Director & CEO of Coca-Cola Sabco (CCS), both are members of Board of Directors of HTPCL 3 General characteristics of the Transaction : HTPCL has contracted the Beverage Services Company (BevServ) as the consultant of the company with the following details : 3.1 Date of contract signing : to be negotiated. 3.2 The scope of work : - RtM Project (Route to Market Project): to redesign the distribution system in order to expand distribution capability and increase efficiency. - DF Project (Demand Fulfillment Project): to analyse and lay out plans to mprove efficiency in the production area with the purpose of becoming a low cost producer. 3.3 Contract terms - RtM Project : to be negotiated - DF Project : to be negotiated 3.4 The basis used to consider the rate is as follows : Prices as stipulated in agreement 4.Value of the transactions and terms of payment - RtM Project : US$ 161,500 Terms of payment : to be negotiated - DF Project : US$ 150,000 Terms of payment : to be negotiated 5. Connected Transaction and the Conditions : As the agreement with The Beverage Services Company (BevServ) has an aggregate value more than BHT 1 million but less than 3% of the net tangible assets of the Company under the financial statement for Q1/2006, 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. 108