Report to SET

Resolutions of the Board of Directors’ Meeting, No. 3 /2000

The board of directors of Padaeng Industry Public Company Limited at its meeting, No. 3/2000 on 29 February 2000 has adopted the followings resolutions:

1. Approved 1999 audited financial statements, and since the company still has retained loss, pursuant to Article 3.8 (first paragraph) of the company’s Articles of Association, it was agreed that no dividend payment for 1999 would be considered.

2. Noted 3 board members who will be due to retire by rotation namely Mr. Paron Israsena, Mr. Rod Webster, and Mr. Pinit Vongmasa and approved to re-elect them as directors for another term.

3. Agreed to propose for the year 2000 ordinary shareholders’ meeting to approve remuneration for the all directors at 200,000 Bt per person per year, to approve the revised directors’ fee for the Board of directors’ meeting as follows: Chairman : 20,000 Bt per meeting, directors : 15,000 Bt each per meeting and to approve that no bonus payment to the board members for 1999.

4. Approved the management to compare the audit fees for the year 2000. If there is enough incentives for changing company’s auditor for the year 2000, let the management present the case to the board for final approval before proposing in the year 2000 ordinary shareholders’s meeting.

5. Approved to convene the 2000 ordinary shareholders’ meeting on Friday, 28 April 2000 at 10.00 hrs. at Lotus Room, Queen Sirikit National Convention Centre, Ratchadapisek Road, Klongtoey, Bangkok, with the following agenda:

l. Subject to be informed by the Chairman of the Board of Directors (if any);
ll. Approve minutes of the 1999 Ordinary Shareholders’ Meeting held on 29 April 1999;
III. Annual Report of the Board of Directors for the year 1999;
IV. Approve the audited balance sheet and profit and loss statement for 1999 and consider no 1999 dividend payment;
V Elect new members of the board of directors to replace those who retire by rotation;
VI.Approve directors’ fees adjustment and consider no 1999 bonus payment to the board members;
VII.Appoint the company’s auditors for 2000 and approve the audit fees;
VIII.Other matter (if any).

The company’s share transfer book will be closed on Friday, 7 April 2000 from 12.00 hrs. until the meeting is adjourned for determination of the Shareholders’ meeting participation right.