SET Releases

(Translation) No. Tor.Hor. 013/1999 April 26,1999 Subject : Resolution of the ordinary meeting of the shareholders No. 25 Attention : Director and Manager of The Stock Exchange of Thailand Thanulux Public Company Limited would like to announce the resolutions of the ordinary meeting of the shareholders No.25 on Monday, April 26, 1999, at 1.30 p.m., at the Chaophya Room 2 at the Montien Riverside Hotel, 372, Rama 3 Road, Bangklo, Bangkolaem, Bangkok, Chao Praya Room 2. The details of the resolutions are as follows : 1. Unanimously approve the minutes of the 24th Ordinary Shareholder's Meeting. 2. Acknowledge directors' report on previous year's performance. 3. Unanimously approve the audited financial statement as at December 31, 1998. 4. Unanimously approve the proposal of the board of directors for appropriation of profit and dividend as followings. - to pay dividend for 1998 at the rate of Baht 2.50 per share the whole amount of dividend from BOI total amount Baht 30.0 million on May 18, 1999. - directors' remuneration of Baht 2,640,000. 5. Unanimously approve the elected directors to replace those who retire 1. Mr. PoaPavarolarvidya 2. Mr. Sopon Narongkananukul 3. Mr. Somphol Chaisiriroj 4. Mr. Padoong Techasarintr 5. Mr. Prapan Siriratthamrong 6. Unanimously approve the independent director-Mr. Boonyarith Mahamontri. The boad of directors for 1999 are as followings : 1. Mr. Boonsithi Chokwatana 2. Mr. Somchai Songsakdecha 3. Mrs. Varindr Leelanuwatana 4. Mr. Vinai Panusuwan 5. Miss Dusadee Soontrontumrong 6. Mr. Manu Leelanuwatana 7. Mr. Poa Pavarolarvidya 8. Mr. Wichai Suthitivanich 9. Mr. Somphol Chaisiriroj 10. Mr. Supotch Pakaworawuth 11. Mr. Sopon Narongkananukul 12. Mr. Prapan Siriratthamrong 13. Mr. Padoong Techasarintr 14. Mr. Boonyarith Mahamontri 7. Unanimously approve Mr. Natee Saengudomlert, Certified Public Account auditor No.300, Thammakarn Accounting office, 18 Pan Road, Silom Sub-district, Bangrak district, Bangkok, remuneration per year is Baht 300,000 to be the company's auditor for the year 1999. 8. Unanimously approve the amount of granting loan to the business-related companies, either as the shareholder or as the business partner, at the higher interest rate than those of commercial banks or financial institutions. In order to attain the highest benefit from financial management of the company and to facilitate financial management of the said companies, the company considered to allocate loan credits in the amount of Baht 500.0 million in the normal or better business conditions. A shareholder, who has extent of interest and holds 1,239,526 shares, does not vote. 9. Unanimously approve for granting guarantee to the business-related companies, either as the shareholder or as the business partner, in order to make financial management of the said companies smoothly and progressively, in the normal or better business conditions. The limit of the guarantee is not more than half time of total assets. A shareholder, who has extent of interest and holds 1,239,526 shares, does not vote. 10. Unanimously approve of the company's debentures issuance in the value of Baht 500 million with the following details : Types : All types of debentures (excluding convertible debenture and debenture with warrant) depending on the market suitability at any particular time. Currency : Thai Baht and/or other currencies at any suitable case. Amount : Not exceeding Baht 500 million or its equivalent in other currencies, using the prevailing exchange rate at the time of each offering. Offering : The offer will be made on private placement basis to local investors and/or foreign investors and/or investors pursuant to the notification of the Securities and Exchange Commission, at one time or several times as appropriate. Interest Rate : Depend on the market condition at the time of issue and offer. Mrs. Varindr Leelanuwatana and Miss Dusadee Soontrontumrong, Director, are empowered by the Board to determine the type of debentures, details and other terms and conditions related to debentures to be issued, and to be authorized to appoint any brokers, underwriters and/or advisors and to agree on remuneration and expenses and to enter into any agreements or execute any documents with any relevant parties pursuant to laws, rules and regulations. Please kindly acknowledge the above matters. Faithfully Yours, (Miss Dusadee Sontrontumrong) Director