Report to SET

11/Feb/03
Resolutions of the board of directors’ meeting, No. 01-2003 (revised)

The board of directors of Padaeng Industry Public Company Limited at its meeting,
No. 01-2003 on 11 February 2003 has adopted the following resolutions:

1. Review 2002 draft financial statements and resolved to propose the financial statements (audited) 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 2002 would be considered.

3. Noted 4 board members who will be due to retire by rotation namely Mr. Paron Israsena, Mr. Jean-Luc Deleersnyder, Mr. Andre van der Heyden and Mrs. Naengnoi Na Ranong 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 2003 as well as audit fees for the shareholders’ approval.

5. Approved to convene the 2003 ordinary shareholders’ meeting on Tuesday, 22 April 2003
at 14.00 hr at Meeting Room 2, Queen Sirikit National Convention Centre, Ratchadapisek Road, Klongtoey, Bangkok, with the following agenda:

I. Subject to be informed by the Chairman of the Board of Directors (if any);
II. Approve minutes of the 2002 Ordinary Shareholders’ Meeting held on 23 April 2002;
III. Annual Report of the Board of Directors for the year 2002;
IV. Approve the audited balance sheet and profit and loss statement for 2002;
V. Consider no dividend payment for 2002;
VI. Elect new members of the board of directors to replace those who retired by rotation :
VII. Consider no bonus payment to the board for 2002;
VIII. Appoint the company’s auditors for 2003 and approve the audit fees;
IX. Other matter (if any).

The company’s share transfer book will be closed on Wednesday, 2 April 2003 from 12.00 hr until the meeting is adjourned for determination of the Shareholders’ meeting participation right.