Report to SET

Resolutions of the board of directors’ meeting, No. 01-2002

The board of directors of Padaeng Industry Public Company Limited at its meeting, No. 01-2002 on 6 February 2002 has adopted the following resolutions:

  1. Review 2001 draft financial statements and resolved to propose the final audited financial statements for approval at the next AGM.

  2. Since the company still has retained loss, pursuant to Section 115 of the Public Limited Company Act B.E. 2535, no dividend payment for 2001 would be considered.

  3. Noted 4 board members who will be due to retire by rotation namely Mr. Kosit Panpiemras, Mr. Pinit Vongmasa, Mr. Karel Vinck and Mr. Michel Moser and will propose to the AGM their re-election as directors for another term.

  4. Upon the recommendation of the audit committee, decided to propose Pricewaterhouse Coopers ABAS Limited as the company’s auditors for 2002 as well as audit fees for the shareholders’ approval.

  5. Offset the Legal Reserve under Section 116 and the Share Premium Reserve under Section 51 with the unappropriated retained earnings (deficit) account of the company respectively and will propose the shareholder for approval;

  6. Approved to convene the 2002 ordinary shareholders’ meeting on Tuesday, 23 April 2002 at 14.00 hr at Meeting Room 3, Queen Sirikit National Convention Centre, Ratchadapisek Road, Klongtoey, Bangkok, with the following agenda:

    • Subject to be informed by the Chairman of the Board of Directors (if any);

    • Approve minutes of the 2001 Ordinary Shareholders’ Meeting held on 25 April 2001;

    • Annual Report of the Board of Directors for the year 2001;

    • Approve the audited balance sheet and profit and loss statement for 2001;

    • Consider no 2001 dividend payment;

    • Consider no 2001 bonus payment to the board;

    • Elect new members of the board of directors to replace those who retired by rotation and ratify the appointment of the Audit Committee members;

    • Appoint the company’s auditors for 2002 and approve the audit fees;

    • Consider to offset the Legal Reserve and the Share Premium Reserve with the unappropriated retained earnings (deficit) account of the company respectively;

    • Other matter (if any).

The company’s share transfer book will be closed on Tuesday, 2 April 2002 from 12.00 hr until the meeting is adjourned for determination of the Shareholders’ meeting participation right.