ข่าวแจ้งตลาดหลักทรัพย์

(Translation) No. Tor.Hor. 022/2002 April 22, 2002 Subject : Resolution of the ordinary meeting of the shareholders No. 28 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.28 on Monday, April 22, 2002, at 14.00 p.m., at the Chao Praya Room 1 at the Montien Riverside Hotel, 372, Rama 3 Road, Bangklo, Bangkolaem, Bangkok. The details of the resolutions are as follows : 1. Unanimously approve the minutes of the 27th Ordinary Shareholder's Meeting. 2. Acknowledge directors' report on previous year's performance. 3. Unanimously approve the audited financial statement as at December 31, 2001. 4. Unanimously approve the proposal of the board of directors for appropriation of profit and dividend as follows. - to appropriate general reserve Baht 12.0 million - to pay dividend for 2001 at the rate of Baht 7.00 per share the whole amount of dividend from BOI total amount Baht 84.0 million on Friday, Mary 17, 2002. 5. Unanimously approve the appointment of Mr. Kriangsak Sripaisarn to be an advisory director. 6. Unanimously approve the elected directors to replace those who retire 1. Mr. Sopon Narongkananukul 2. Mr. Somphol Chaisiriroj 3. Mr. Padoong Techasarintr 4. Mr. Porntep Ongsaranakom The board of directors for 2002 are 14 persons as follows : 1. Mr. Boonsithi Chokwatana 2. Mr. Manu Leelanuwatana 3. Mr. SomchaiSongsakdecha 4. Mrs. Varindr Leelanuwatana 5. Mr. Vinai Panusuwan 6. Miss Dusadee Soontrontumrong 7. Mr. Wichai Suthitivanich 8. Mr. SompholChaisiriroj 9. Mr. SupotchPakaworawuth 10. Mr. Sopon Narongkananukul 11. Mr. Kriangsak Sripaisarn (Advisory Director) 12. Mr. Padoong Techasarintr (Audit Committee) 13. Mr. Boonyarith Mahamontri (Audit Committee) 14. Mr. Porntep Ongsaranakom (Audit Committee) - To fix Directors' remuneration not more than Baht 8.4 million and assign board to provide the remuneration. It will be effective on the approved date until the further change. 7. Unanimously approve Mr. Virach Aphimeteetamrong, Certified Public Account auditor No.1378 and/or Mr. Chaiyakorn Aunpitipongsa, Certified Public Account auditor No.3196, Dr. Virach & Associate Certified Public Account 518/3 Panunee Building, Floor 7th, Ploenchit Road, Lumpini District, Khet Patumwan, Bangkok, to be the company's auditor for the year 2002, annually audit fee Baht 600,000. 8. Unanimously approve the amendment of the article 14, 59 and 61 of association of the company, in order to be compatible with the Public Limited Company Act (No. 2) B.E. 2544. Regulations of the Stock Exchange of Thailand and Notification of the Stock Exchange of Thailand. The board of directors is therefore requested to amend the article 14, 59 and 61 as follows: Article 14 The Company may not own its own shares or take them in pledge except in the following cases. (1) The Company may purchase back the shares of its shareholders who vote against the resolution of the shareholder meeting amending the Company's Articles of Association regarding the right to vote and to obtain dividends in respect of which such shareholders deem that they have been unfairly treated. (2) The Company may purchase back its shares for the purpose of financial management when the Company has a surplus of accumulated profit and liquidity and such purchase does not cause financial problems to the Company. The shares held by the Company shall not be counted as a quorum for the purpose of shareholder meeting and shall not constitute the right to vote and to obtain dividends. To repurchase of the shares must get the approval from shareholders' meeting. Except in the case of company repurchased the shares not more than 10% of paid up capital, the Board of Director may adopt the approval. In purchasing back the shares, selling and curtailing such shares, the Company is required to do so in accordance with the law. Article 59 The Company must appropriate to a reserve fund at least one- twentieth (1/20) of the annual net profits less accumulated loss carried over until the reserve fund reaches one- tenth (1/10) of the registered capital of the Company. Upon approval of the shareholder meeting, the Company may transfer other reserve funds, reserve fund required by law and reserve fund exceeding share respectively to compensate the accumulated loss of the Company. Article 61 The company may reduce its registered capital by reducing the value of each share or the number of shares or curtailment of the registered shares which cannot be or have not been sold but may not reduce such registered capital to lower than one-fourth (1/4) of all capital. In case where the Company has accumulated loss and after compensation thereof has been made under Article 59, there still remains such accumulated loss, the Company may reduce the capital to lower than one-fourth. The extent and method of reducing the value or number of shares under paragraph one or paragraph two shall be determined by resolution of a shareholder meeting not less than three- fourth of the shareholders present and entitled to vote at the meeting. 9. Unanimously approve the amount of granting loan and guarantee to the business- related companies, either as the shareholder or as the business partner. 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 and guarantee in the amount of Baht 200.0 million in the normal or better business conditions. A shareholder, who has extent of interest and holds 1,336,726 shares, does not vote. Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Sontrontumrong (Miss Dusadee Sontrontumrong) Director