SET Releases

(Translation) No. Tor.Hor. 027/2006 June 27, 2006 Subject : Connecting transactions Attention : Director and Manager of The Stock Exchange of Thailand The meeting of the board of directors of Thanulux Public Company Limited No. 3/2006 held on Monday, June 26, 2006 had approved the lease of immovable property of not exceeding 3 years to Morgan De Toi (Thailand) Ltd., and Celebrate Wealth Co., Ltd., which considered as connecting transactions, details as follow : 1.The date on which the transaction occurred : within July, 2006 2 The parties involved : 2 companies 2.1 Lessor Thanulux Public Company Limited (TNL) Lessee Morgan De Toi (Thailand) Ltd. 2.2 Lessor Thanulux Public Company Limited (TNL) Lessee Celebrate Wealth Co., Ltd. 3.Connecting persons and form of relation No. Connecting persons Relationship 3.1 Morgan De Toi (Thailand) Co- Major shareholder Ltd. - Saha Pathana Inter-Holding Plc. - I.C.C.International Plc. 3.2 Celebrate Wealth Co., Ltd. Co- Major shareholder - Ramasorn Thaveekarn Co., Ltd. Major shareholder - Ms.Dusadee Soontrontumrong (TNL Director) - Mr.Wichai Suthitivanich (TNL Director) 4. The general characteristics of the transaction : to sublet the shop in Central World Shopping Center. 5. Detail of the Leasing contract 5.1 Morgan De Toi (Thailand) Ltd. Room No. E208 and E209, 2nd Floor, space 236.30 Square Metre, 3 years contract starting from July 21, 2006 to July 20, 2009. 5.2 Celebrate Wealth Co., Ltd. Room No. F202, 2nd Floor, space 53.11 Square Metre, 3 years contract starting from July 21, 2006 to July 20, 2009. 6. Total Value of Returns : rental income from 2 companies for 3 years totally Baht 20,106,000. 6.1 Morgan De Toi (Thailand) Ltd., obliged to make rental payment in monthly basis, totally Baht 16,270,800 for 3 years. 6.2 Celebrate Wealth Co., Ltd., liable to make rental payment in monthly basis, totally Baht 3,835,200 for 3 years. Rental charges are solely on the cost plus basis, the summation of rental charges imposed by the property developer and another portion set by the lessor. All expenses, as stated in the utilities service contract and the service contract, including the electricity and telephone, the lessees will pay as invoiced from the shopping center. 7. Objective of the transactions : increasing the channel for selling the products of the Thanulux and the Thanulux group. 8. Interested directors do not attend the meeting and do not vote. 9. Opinions by the company Board of Directors : the contracts mentioned above made with two retailing companies, Morgan De Toi (Thailand) Ltd. and Celebrate Wealth Co., Ltd., to open the channel for fashion products of the Thanulux and the Thanulux group. These will mutually benefit the concerned parties. The rental charges are considered reasonable. The expenses, as stated in the utilities service contract and the service contract, including the electricity and telephone, to be paid by the lessees as invoiced by the shopping center. All described details are reasonable and will provide greatest benefits to the Company. 10. Opinions by director with significant differences from the board of directors. - None- The volume of the transaction : this transaction is considered to be the one prescribed in the notification of the Stock Exchange of Thailand on disclosure of the information and operation of the listed company in categories of connected transactions B.E. 2546 as the category for rental of immovable assets not exceeding 3 years, the transaction valued more than Baht 1 million but less than Baht 20 million, or the transaction more than 0.03% but less than 3% of net tangible asset (NTA), whichever is higher. The company's 3% of NTA ending March 31, 2006, was Baht 69.16 million, so this transaction must be disclosed to The Stock Exchange of Thailand and need not get approved by the shareholders. Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Deputy managing director