SET Releases

(Translation) No. Tor Hor. 003/2009 February 18, 2009 Subject : Report on changing in financial assistance to Erawan Textile Co., Ltd.,which is a connected party Attention : Director and General Manager The Stock Exchange of Thailand Thanulux Public Company Limited's Board of Directors' meeting no. 1/2009 on February 18,2009 had the resolution, authorizing the company to reduce limit and change mean for financial assistance provide to Erawan Textile Co., Ltd., which is a connected party, according to details as follows: Report on reducing limit and changing mean for financial assistance provide to Erawan Textile Co., Ltd., 1. Transaction date : Within March, 2009 2. Parties involved financial assistance providing party : Thanulux Public Co., Ltd. (TNL) financial assistance requesting party : Erawan Textile Company Limited. (Erawan) 3. Transaction general description : Provision of financial assistance by providing loan facilities to connected party based on shareholding ratio by Saha group companies, in the company's position as major shareholder in Erawan. 4. Shareholding ratio : No. Share Quantity Share Register Shareholding ratio 1 94,551 727,318 13.00 2 141,827 1,090,998 13.00 3 39,594 1,090,998 3.63 Total 275,972 1,818,316 15.18 - No. 1 = The first investment in Erawan - No. 2 = Erawan had resolution to increase share register and TNL investment as shareholding ratio. - No 3. = Erawan had shares balance from dispose and the Board of Director had resolution to allocate the said shares by ratio to shareholder, who buy the shares in the first time and TNL had buy as allocation. 5. The details of transaction - Company requesting financial assistance : Erawan Textile Company Limited. - Financial assistance Value before reduce : Baht 255.15 Million (Loan and Guarantee) - Financial assistance Value reduce : Baht 130.42 Million - Net Financial assistance Value : Baht 124.73 Million Financial assistance by Loan Limit : Baht 124.73 Million - Financial assistance Ratio : 16.63% (reduce from 17.01%) Financial assistance ratio higher than Shareholding ratio due to TNL must share the response of the minor shareholders. - Interest rate : Commercial bank's 1-year fixed deposit rate plus increment as specified by the company - Payment term : Upon request 6. Transaction rationale : The Company wished to provide support to further facilitate its operations subsequent to its investment in said company. In addition, the company will get benefit from financial management. 7. Funding source : Company's working capital. 8. Details on relationship nature of connected parties : 1. Saha Pathana Inter-Holding Plc. current shareholding 23.517% shares in Thanulux Plc.and 15.18% shares in Erawan Textile Co., Ltd. 2. I.C.C.International Plc. current shareholding 10.022% shares in Thanulux Plc.and 15.18% shares in Erawan Textile Co., Ltd. 8. Directors with possible conflict of interests : Mr.Boonsithi Chokwatana and Mr.Manu Leelanuwatana had left the meeting and not vote on this agenda. 9. Opinion by The Board of Directors : The Board of Directors resolved to reducing limit and changing mean for financial assistance provide to Erawan Textile Co., Ltd., so as to support it's operations and to facilitate the company's available cash management in such manner best maximizing its return and benefits,together with other supporting reasons and conditions. 10. Opinions by Director with significant differences from the board of directors. - None- 11. Connected transaction volume: 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 as the category no. 5 provide a financial assistance as per Investment ratio and not less than other connected persons which the transaction valued more than Baht 20 million or more than 3% of net tangible asset value equal to Baht76.46 million whichever is higher. This transaction must be approved by the Board of Directors and disclose to The Stock Exchange of Thailand but need not approve from the shareholder's meeting. Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Deputy managing director