Minutes of the Resolution General Meeting of shareholders

No. 0101/2005 31 January 2005 To: The President The Stock Exchange of Thailand Minutes of the Resolutions General Meeting of shareholders of the year 2005 At the Annual General Meeting of shareholders of Phatra Leasing Public Company Limited for 2005, held on 31 January 2005 at 10.00 a.m. at Wimankaew Room, 4th Floor, The Grand Hotel, Ratchadapisek Road, Huaykwang, Bangkok, the resolutions were as follows : 1. Adopted with respect to Minutes of the Annual General Meeting of Shareholders of the year 2004. 2. Acknowledged the Board of Directors' report the results of business operation of the Company for the year 2004. 3. The Meeting resolved to approve the financial statements and profits and losses account for the year 2004 ended as of 30 September 2004. 4. The Meeting resolved to pay yearly dividend at the rate of Baht 3.50 per share (in case the par value of the shares of the Company is Baht 10 per share) to the shareholders whose name appeared in the share register back on 19 January 2005 by fixing payments date on 7 February 2005. 5. The Meeting resolved to appoint directors to replace the directors who retired by rotation as follow: Mr. Poomchai Lamsam, Mr. Poonpipat Aungurigul and Mr. Krirkchai Siribhakdi - And to fix the authorized signatories " Two authorized directors co-signatories with the Company's seal " 6. The Meeting allocated the Directors' remuneration in the amount of Baht . 7. The Meeting resolved to appoint the auditors as follows :Mr. Vairoj Jindamaneepitak, Registration No. 3565 and/or Miss Kalyarat Chaivorapongsa, Registration No. 3460 of KPMG Phoomchai Audit Ltd. and fix their remuneration for the year 2005 at Baht 660,000. 8. The Meeting resolved to approve the change of the par value of the shares of the Company from Baht 10 to Baht 1 per share. 9. The Meeting resolved to approve the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the registered capital of the Company to be in line with the change of the par value of the shares to be as follows: "Clause 4. Registered capital of Baht 300,000,000 (Three Hundred Million Baht) divided into 300,000,000 shares (Three Hundred Million shares) with a par value of Baht 1 (One Baht) each, categorized into ordinary shares in the number of 300,000,000 shares (Three Hundred Million shares), preference shares in the number of - shares (- shares)" 10. The Meeting resolved to approve the increase of the registered capital of the Company in the amount of Baht 150,000,000 from the existing registered capital of Baht 300,000,000 to the new registered capital of Baht 450,000,000 by issuing 150,000,000 new ordinary shares at a par value of Baht 1 each. 11. The Meeting resolved to approve the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the registered capital of the Company to be in line with the increase of the registered capital of the Company to be as follows: "Clause 4. Registered capital of Baht 450,000,000 (Four Hundred and Fifty Million Baht) divided into 450,000,000 shares (Four Hundred and Fifty Million shares) with a par value of Baht 1 (One Baht) each, categorized into ordinary shares in the number of 450,000,000 shares (Four Hundred and Fifty Million shares), preference shares in the number of - shares (- shares)" 12. The Meeting resolved to approve the allocation of 150,000,000 new ordinary shares with the par value of Baht 1 each to existing shareholders by way of rights issue proportionately as a whole or in part by one tranche or several tranches with the following details: (a) The offering price shall be in the range between 60% and 70% of the market price calculated by weighted average of the Company's shares trading on the Stock Exchange of Thailand at the time as specified by the Board of Directors ("Offering Price Range"). However, the Board of Directors shall have power to amend the Offering Price Range as they deem necessary and appropriate by taking into account mainly the market situation at the time of offering. (b) The Board of Directors shall be authorized to determine the terms, conditions and offering details, such as the closing date of the Share Register Book to determine the right of the shareholders to subscribe for the new shares (XR), the subscription ratio, the offering price, the subscription period, and other details relating to and necessary for the offering of the right issue shares to the existing shareholders. (c) In case there are remaining shares as a result of the determination of subscription ratio and/or unsubscribed shares remaining from the subscription by the existing shareholders, the Board of Directors shall have the power and discretion to offer such remaining shares to existing shareholders proportionately to their shareholding, including to determine the terms, conditions and offering details such as the closing date of the Share Register Book to determine the right of the shareholders to subscribe for the new shares (XR), the subscription ratio, the offering price, the subscription period and other details relating to and necessary for the offering of the right issue shares to the existing shareholders. 13. The Meeting resolved to approve the amendment to Articles 4 and 8 of the Articles of Association of the Company and adding Article 46 to the Articles of Association of the Company as follows: (1) Articles 4 and 8 shall be repealed and replaced with the following wording: "Article 4 Shares of the Company shall be ordinary shares with a par value of Baht 1 per share." "Article 8 The Company shall not own its shares or take them in pledge except in the case where the Company repurchases its shares from the shareholders (treasury stocks) pursuant to the Public Limited Companies Act (No. 2) B.E. 2544 and the notification of the Board of Governors of the Stock Exchange of Thailand relating to disclosure of information and any act of a listed company in the case the listed company repurchases its own shares and disposes of such repurchased shares. The repurchase of shares and the disposition of shares, including the decrease of the registered shares shall be made in accordance with the rules and procedures specified in the applicable ministerial regulations." (2) Article 46 shall be added as follows: "Article 46 In case the Company or its subsidiary makes a decision to enter into a connected transactions or transactions concerning the acquisition and disposition of substantial assets of the Company or the subsidiary pursuant to the definitions and regulations prescribed under the notifications of the Stock Exchange of Thailand enforcing on the connected transactions of a listed company or the acquisition and disposition of substantial assets of a listed company, as the case maybe, the Company shall comply with the regulations and procedures as stipulated by the said notifications which require the Company to proceed in connection with such matters." And authorized the authorized directors or any person entrusted by the authorized directors to have power to amend and/or add wording in the said Articles of Association pursuant to the order of the Public Limited Companies Registrar, the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand and/or other competent officers. Please be informed accordingly, Sincerely yours, (Mr. Krirkchai Siribhakdi) President - 4 - - 1 -