รายงานต่อตลาดหลักทรัพย์ฯ

TRANSLATION March 22, 2001 To: President, The Stock Exchange of Thailand Re: Report on the recent Board of Directors' resolutions on calling for the AGM, amendment of Article of Association and dividend payment. The meeting of our Board of Directors, held this afternoon, has passed the following resolutions:- 1. Resolved to propose to the coming annual general meeting of shareholders to pay out dividends at the rate of Baht 8.00 per share. 2. Resolved to propose to the coming annual general meeting of shareholders to amend our 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." 3.) Adding the following to the end tail of the 1st paragraph of article 36 "However, the shares owned by the Company shall have 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." 3. Resolved to call the Annual Ordinary General Meeting of our shareholders for the year 2002 to be held on Monday April 29,2002 at BALLROOM II, 4th Floor, Le ROYAL MERIDIEN BANGKOK HOTEL, 971 and 973 Ploenchit Road, Bangkok, at 3 p.m. with the following agenda:- 1st Agenda To certify the minutes of the 2001 Annual Ordinary Meeting of Shareholders. 2nd Agenda To acknowledge the Board of Directors' report on the Company's operations during the year 2001. 3rd Agenda To approve the balance sheet and the profit and loss statement for the year ended December 31, 2001. 4th Agenda To approve appropriation of the profit of the year 2001 and dividend payment. 5th Agenda To appoint directors to replace those retired and to fix directors' remuneration for the year 2002. 6th Agenda To appoint auditors and to fix the auditors' fee for the year 2002. 7th Agenda To approve the amendments of the Article of Association. 4. Resolved to close our Share Registration Book, for the rights to attend the aforementioned shareholders' meeting and to receive the dividend at 12:00 hours on April 9, 2002 until the coming meeting of shareholders is finished. Please be informed accordingly. Yours faithfully, (Mr.Chatchai Thiamtong) Vice President-Finance