Minutes of the reslutions AGM 2009

No. 071/2009 January 27, 2009 To: The President The Stock Exchange of Thailand Minutes of the Resolutions Annual General Meeting of shareholders of the year 2009 At the Annual General Meeting of shareholders of Phatra Leasing Public CompanyLimited for 2009, held on January 27 2009, at 10.00 a.m. at at Choa Samphaya Room, 4th floorThe Grand Ayudhaya Hotel Bangkok, Rachadapisek Road, Huaykwang, Bangkok 10320, theresolutions were as follows : 1. Adopted with respect to Minutes of the Annual General Meeting of Shareholders of the year 2008. 2. Acknowledged the Board of Directors' report the results of business operation of the Company for the year 2008. 3. The Meeting resolved to approve the company's financial statements for the year 2008 4. The Meeting resolved to pay yearly dividend at the rate of Baht 0.30 per share to the shareholders whose name appeared in the share register back on December16,2008 by fixing payments date on 12 February 2009. 5. The Meeting resolved to appoint directors to replace the directors who retired by rotation as follow: Asso. Prof. Chawalee Pongpatirochna Chairman of the Audit Committee & Independent Director Mr. Arpatsorn Bunnag Audit Committee & Independent Director Mrs. Nualpan Lamsam Director Mr. Anupon Likitpurkpaisan Independent Director - And to fix the authorized signatories " Two authorized directors co-signatories with the Company's seal " 6. The Meeting resolved to appoint of an additional Director - Mr. Pongtep Polanun 7. The Meeting allocated the Directors' remuneration for the year end 2008 totaling Baht 6,700,000.-. 8. The Meeting resolved to appoint the auditors and the fixing of auditors'remuneration. The Meeting passed a resolution to appoint Mr. Thridtong Thepmongkorn, Registration No. 3787 and/or Mrs. Wilai Buranakittisopon, Registration No. 3920 and/or Ms. Pantip Gulsantihamrong, Registration No. 4208 of KPMG Phoomchai Audit Ltd., as the Company's auditors for the year 2009. The auditors' remuneration was fixed at Baht 980,000.- 9. The Meeting was approved the issuance and offering of the debentures in the aggregate amount not exceeding Baht 3,000 million in addition to the remaining amount of the debentures, the details of which were described below: Use of Proceeds : As working capital and/or business expansion and/or appropriate source of fund forthe performance of the Company and/or repayment of loan and/or redemption of debentures. Type : Debentures which can be characterized as an amortization or bullet payment, secured or unsecured,with or without debentureholders' representative,depending on the prevailing market conditions at the time of issuance and offering of the relevant debentures. Amount : Not exceeding Baht 3,000 million Offering : The Debentures will be offered domestically and/or internationally to any investors and/or on the private placement basis and/or to the institutional investors and/or the high net worth investors and/or any specific investors and/or any investors specified by the Capital Market Supervisory Board, either in whole or in part which could be single or multiple offerings. Term : Not exceeding 5 years. Other Conditions : Terms and conditions of the Debentures, such as type of debentures to be issued each time, face value,offered price per unit, interest rate, appointment of debentureholders' representative, allocation method, details of the offering, early redemption, registration on the secondary markets (if any) shall be determined and fixed by the Board of Directors and/or any person(s) entrusted by the Board of Directors. In addition, the Meeting authorize the Board of Directors and/or any person(s) entrusted by the Board of Directors to have the power to determine or amend the terms and conditions as well as the details relating to the issuance and offering of the debentures, including to have the power to do any acts and things necessary for and in relation to the carrying out of the issuance and offering of the debentures and in compliance with the applicable law, as well as to have the power to appoint the underwriter, to enter into and execute the Underwriting Agreement and/or other relevant agreements, to prepare and submit the application and other documents to the Office of the Securities and Exchange Commission, other relevant authorities, and/or other relevant person(s) 10. Approval of the amendment of the Company's fiscal year to:- "The fiscal year of the Company shall commence on 1 January and shall end on 31 December of every year." 11. Approval of the amendment of the Company's Articles of Association - Clause 35 to be cancelled and replaced with the following:- "Clause 35. The fiscal year of the Company shall commence on 1 January and shall end on 31 December of every year." The authorized directors or their designates were also authorized and empowered to process such an amendment and/or addition to the said Articles of Association according to the orders given by the Public Companies Registrar, Office of the Securities & Exchange Commission, the Securities Exchange of Thailand and/or other officials concerned. 12. Approval of the amendment/ addition to the Company's objectives to:- "Clause 19. To engage in the business activities of providing advertising services, acting as advertising agency in all types of media including advertising via radio,T.V., cinemas, newspapers, magazines, both within the outside the premises" 13. Approval of the amendment/addition to Clause 3 of the Company's Memorandum of Association to:- "Clause 3. The Company has 19 objectives per details attached in Form BorMorJor 002". Please be informed accordingly, Sincerely yours, (Mr. Pipop Kunasol) President