Resolution Passed at Shareholders' Meetings 2004

0049/2004 January 29, 2004 The Managing Director The Stock Exchange of Thailand Minutes of the Resolutions General Meeting of shareholders of the year 2004 At the General Meeting of shareholders of Phatra Leasing Public Company Limited for 2004, held on Thursday, January 29, 2004 at Chareunkrung Room, Muangthai Life Assurance Assembly Hall, Rachadaphisek Road, Huaykwang Bangkok, the resolutions were as follows : 1. The Meeting resolved to approve Minutes of the General Meeting of Shareholders of the year 2003. 2. The Board of Directors reported the results of business operation for the fiscal year 2003. 3. The Meeting resolved to approved the Financial statements ended as of 30 September 2003 4. The Meeting resolved to allocate the yearly net profit as reserves as required by law in the amount of Baht 4,600,000.- 5. The Meeting resolved to pay yearly dividend at the rate of Baht 2.75 per share, by fixing payments date on 13 February 2004. 6. The meeting resolved to approve to cancel the debentures has not been issued for the amount of Bath 200 million 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. 7. The Meeting resolved to appoint Directors in place of the Directors retired by rotation as follow: 7.1 The directors who retired by rotation were as follows: Mr. Kaorop Nutchanart, Mr. Anek Poopitayastaporn and Mr. Vinai Punyaratabandhu 7.2 Re-election of Directors who retired by rotartion as follows: Mr. Kaorop Nutchanart, Mr. Anek Poopitayestaporn, and However, Mr. Vinai Punyaratabhandu declines and Mr. Sara Lamsam was elected in his place. - Authorized signatories to bind the Company " The joint signatures of two directors and the common seal of the Company. " 8. The Meeting allocated the Directors' remuneration in the amount of Baht 3,870,000.- 9. The Meeting resolved to appoint KPMG Phoomchai Audit Ltd., by Mr. Viroj Jindamaneepitak, and/or Mr. Vichien Thamtrakul and/or Ms. Kalyarat Chaivorapongsa as the auditor of the company and fix the remuneration for audit fee in amount of Baht 585,000. Kindly be advised accordingly Sincerely Yours, Krirkchai Siribhakdi President