Dividend Payment, Issuance the Debentures, Set Date for AGM

No. 0374/2546 16 December 2003 The President The Stock Exchange of Thailand Report on the Board of Directors' Meeting The Board of directors' meeting of Phatra Leasing Public Company Limited No. 5/2003 held on December 16, 2003 has resolved the following significant matters: 1.The Board of directors' meeting proposed to cancel the resolution General Meeting of Shareholders held on January 23, 2001 Re : Issuance and Offering the Debentures in the amount of not exceeding Bath 1,500 million which has not been issued for the amount of Bath 200 and to issue and offer the unsecured debentures in the amount of the exceeding Bath 5,000 million with the maturity of no more than 5 years to domestic and/or foreign investors, to the public and/or institution investor in the whole or in part, at one or from time to time to be used as working capital and/or to procure suitable working capital consistent with its business plan and/or for future business expansion and/or for loan repayment, the terms and conditions of which would be in the discretion of the Company's Board of Directors and/or persons assigned by it. This resolution would be submitted for consideration and approval of the General Meeting of Shareholders for the year 2004. 2.The closing date of the company share register book for determining the right to attend the meeting and for the right to receive the dividend is as from 12.00 a.m. of January 9,2004 onward until the General Meeting of Shareholders 2004 is finished. 3.Approval was given to the convening of General Meeting of Shareholders 2004 on Thuesday January 29,2004 at 10.30 a.m. at Chareunkung Room, Muangthai Life Assurance Assemble Hall, Rachadaphisek Road, Huaykwang, Bangkok 10320 , to consider the following agendas. Agenda 1 To consider and approve of the Minutes of the General Meeting of Shareholders for the year 2003 Agenda 2 The Board of Directors to report on year 2003 operation. Agenda 3 To consider approving the company's financial statements for the year ending September 30,2003. Agenda 4 To consider the allocation of net profit for legal reserves for 2003's operation results. Agenda 5 To consider the dividend payment for 2003's operation results. Agenda 6 To consider the Issuance and Offering the debentures Agenda 7 To consider and appoint the directors to replace those due to retire by rotation, and to fix the authorized signatories. 7.1 The three directors due to retire by rotation are: Mr. Kaorop Nutchanart, Mr. Anek Poopitayestaporn, and Mr. Vinai Punyaratabandhu 7.2 The three directors due to retire by rotation were re-appointed, namely: Mr. Kaorop Nutchanart, Mr. Anek Poopitayestaporn, and Mr. Vinai Punyaratabhandu. However, Mr. Vinai Punyaratabhandu declines and Mr. Sara Lumsom was elected in his place. " Authorized signatories to bind the Company " - The joint signatures of two directors and the common seal of the Company. Agenda 8 To consider and approve the directors' remuneration . Agenda 9 To consider the appointment of the auditors and the fixing of auditors' remuneration. The Meeting passed a resolution to appoint Mr. Vichien Thamtrakul, Registration No. 3183 and/or Mr. Viroj Jindamaneepitak, Registration No. 3565 and/or Ms. Kalyarat Chaivorapongsa, Registration No. 3460 of KPMG Phoomchai Audit Ltd., as the Company's auditors for the year 2004. The auditors' remuneration was fixed at Baht 585,000. Agenda 10 To consider other issues (if any) 4. To passed the resolution to shareholders approve the annual dividend payment for the operation of year 2003, Baht 2.75 per share and will pay on February 13, 2004. For your kind attention accordingly. Yours sincerely, Mr. Krirkchai Siribhakdi President