SET Releases

(Translation) No. Tor Hor. 001/2003 February12, 2003 Subject : 1. Cancellation of the resolution in purchasing shares of Brunswick Siam Co., Ltd. from Brunswick (Thailand) Co. Ltd. and I.C.C. International Public Company Limited. 2. Approval of the investment in Brunswick (Thailand) Co., Ltd. from Mitsiam International Co., Ltd. Attention : Director and General Manager of The Stock Exchange of Thailand Thanulux Public Company Limited would like announce that the board of director's meeting No. 2/2003 held on February 12, 2003 passed resolutions concerning of buying common shares. The details are as follows: 1. Cancel the resolution of the board of director's meeting No. 12/2002 on December 11, 2002, about purchasing shares of Brunswick Siam Co., Ltd. Company Amount of Share Price Amount of Baht Brunswick (Thailand) Company Limited 66,240 60.96 4,037,990.00 I.C.C. International Public Company Limited 7,200 58.61 422,000.00 Total 73,440 4,459,990.00 2. Approval of the investment in Brunswick (Thailand) Co., Ltd. from Mitsiam International Co., Ltd. 1) The date on which the transaction occurred : February 12, 2003 2) The parties involved Buyer : Thanulux Public Company Limited Seller : Mitsiam International Company Limited. 3) Relationship with seller : No connected transaction persons 4) The general characteristics of the transaction : Acquisition ordinary shares of Brunswick (Thailand) Co., Ltd. 5) The details of assets acquired : Securities - The company name : Brunswick (Thailand) Co., Ltd. - The nature of the business : Holding Company - Registered capital : Baht 166,600,000, classified into 1,666,000 shares, of value Baht 100 each - Paid-up capital : Baht 166,600,000 - Number of securities acquired : 73,840 shares - Price per share (unit) : Baht 60.96 (B.V. at June 30, 2002 = Baht 99.40 per share) - Proportion of securities holding before : 0% of paid-up capital - Proportion of securities holding after : 4.43% of paid-up capital 6) The total value of the consideration : Baht 4,501,286.40 The type of payment : Cash payment 7) The value of the assets acquired : 73,840 ordinary shares of Brunswick (Thailand) Co., Ltd. amounts to Baht 4,501,286.40 8) The objective to purchase : According to the foreign shareholder had negotiated for increasing new condition by withdrawal all the investment in Brunswick as follows: - Brunswick Siam Co., Ltd. (the operator of Bowling Alley business). - Brunswick (Thailand) Co., Ltd. (Holding Company of Brunswick SiamCo., Ltd.). The two companies has been restructured the shareholding as follows: Structure of shareholding of Brunswick (Thailand) Co., Ltd. OLD NEW 1. Brunswick International Limited 40.00% - 2. Mitsui & Co., Ltd. 6.00% - 3. Mitsui & Co (U.S.A) Inc. 3.00% - 4. Mitsiam International Co., Ltd. 31.00% - 5. Saha Pathana Inter-Holding Public Company Limited 8.00% 16.62% 6. Saha Pathanapibul Public Company Limited 6.00% 11.08% 7. Thai Wacoal Public Company Limited 6.00% 11.08% 8. Thanulux Public Company Limited - 4.43% 9. Others in Saha Group - 56.79% Total 100.00% 100.00% Structure of shareholding of Brunswick Siam Co., Ltd. OLD NEW 1. I.C.C International Public Company Limited 5.00% 14.19% 2. Brunswick (Thailand) Limited 46.00% 46.00% 3. Nippon Brunswick Company Limited 49.00% - 4. Saha Pathana Inter-Holding Public Company Limited - 7.35% 5. Saha Pathanapibul Public Company Limited - 4.90% 6. Thanulux Public Company Limited - 1.96% 7. Others in Saha Group - 25.60% Total 100.00% 100.00% 9) The sources of funds: Company's working capital This transaction is not considered to be a transaction prescribed in the notification of the Stock Exchange of Thailand on rules, procedures and disclosure of information concerning the execution and disposition of assets of listed company. And also it is not considered to be a transaction prescribed in the notification of the Stock Exchange of Thailand no. 9 on rule, procedure and disclosure of information concerning the connected transaction of listed company. Please kindly acknowledge the above matters. Faithfully Yours, Somchai Songsakdecha (Mr. Somchai Songsakdecha) Managing Director