SET Announcements

April 29, 2002 To: President The Stock Exchange of Thailand Re: Reports on shareholders' resolutions The 2002 annual general meeting of shareholders of BEC World Plc. was held on April 29, 2002 and the following resolutions were made during the meeting: 1. Certified the minutes of the 2001 annual general meeting of shareholders. 2. Acknowledged the Board of Directors' reports on the Company's operation during the year 2001. 3. Approved the balance sheet and the profit and loss statement of the Company for the year ended December 31, 2001. 4. Approved the profit appropriation for the year 2001 and the declaration of dividend as follows: - appropriated as dividend for 200 million ordinary shares at Baht 8.00 per share, payable to shareholders as listed on the share register book as of April 9, 2002 at 12:00 hours, amounting to Baht 1,600,000,000 and this dividend payment is to be made on May 29, 2002. - carry forward as unappropriated retained earnings Baht 1,071,671,770. 5. Re-appointed Mr.Vichai Maleenont, Mr.Prasan Maleenont, Mr.Pravit Maleenont and Ms.Ratana Maleenont whose tenure has just ended, back as director of the Company for another term, and approved the remuneration of directors for the year 2002 as follows: 1.) Meeting allowance - allowance for each meeting of the Board of Directors. Baht 8,000 for the Chairman of the Board and Baht 4,000 for each other directors. - allowance for each meeting of the Audit Committee. Baht 4,000 for each member of the Audit Committee. 2.) Remuneration of Baht 12 million for all the directors during the year 2002, to be appropriated among them by the Board. 6. Re-appointed Dr.Virach Apimetheethamrong and/or Mr.Chaikorn Unpitipongsa of Dr.Virach & Associates Office, as the Company's auditor for the year 2002, and empowered the Audit Committee to negotiate with the auditor for fixing of audit fee for the year 2002 as appropriate. 7. Approved to amend the Article of Association as follows: 1.) Adding the following as 2nd and 3rd paragraphs of article 3 "The Company will adhere to regulations announcements instructions or rules issued by the Stock Exchange of Thailand including rules in accordance with disclosure of transactions with connected persons and acquisitions and disposals of assets as long as the Company is the listed company in the stock exchange of Thailand. In the case that if any article or wording in any of the articles within this Articles of Association is contradict with the regulations announcements instructions or rules issued by the Stock Exchange of Thailand as mentioned in the 2nd paragraph, the aforementioned regulations announcements instructions or rules apply." 2.) Adding the following to the end tail of article 9 "Except shares which were bought back by the Company in the following cases: (a) buy back from shareholders who voted against the shareholders' resolutions that amend the Articles of Association in respect of voting right and right to receive dividend which the shareholders deem as unfair to them; or (b) buy back for the purpose of financial management as the Company has accumulated retained earnings and liquidity surplus and such share buy back does not cause any financial difficulties to the Company. However, the shares owned by the Company shall not be counted as quorum in any shareholders' meeting, shall have no voting right in the shareholders' meeting and shall have no right to receive dividend. In the case of buying back not exceeding 10 percent of the paid up capital, the Board of Directors is empowered to decide on the buy back including the sale and distribution of such shares which had been bought back, without asking the shareholders' meeting first. In the case of buying back more than 10 percent of the paid up capital, the Company needs prior consent from the shareholders' meeting. Such shares which had been bought back, the Company must distribute out within the timeframe specify by the Law. If it was not distributed or could not be all distributed within such timeframe, the Company has to reduce its paid up capital by deducting such remaining balance of the bought back shares out from its registered capital. The shares buy back, the distribution of such shares and the reduction of capital by mean of deduction of such shares must be done in compliance with conditions and processes specified by the Public Company Law as well as Securities and Stock Exchange law including Ministerial Regulations, Rules, Regulations, Announcements, Orders and related Directions issued in accordance with such Law." 3.) Adding the following to the end tail of the 1st paragraph of article 36 "However, the shares owned by the Company shall not be counted as quorum in any of shareholders' meeting." 4.) Adding the following as sub-clause (11) of article 38 (b) "(11) Issuing of shares as settlement of debts and arrangements in conversion of debts into equity under article 54/1 of the Public Company Law (2nd Issued) B.E. 2544." and adding the following as the last paragraph of article 38 "However, the shares owned by the Company shall have no voting right and shall not be counted as vote in the resolution of shareholder." 5.) Adding the following as the last paragraph of article 47 "However, the shares owned by the Company shall have no right to receive dividend." Please be informed accordingly. Yours faithfully, (Mr. Chatchai Thiamtong) Vice President - Finance