Report passed Resolutions appointing the Audit Committee

No. 665/2009 November 26, 2009 The President The Stock Exchange of Thailand Report on the Board of Directors' Meeting of the Audit Committee The Board of directors' meeting of Phatra Leasing Public Company Limited passed resolutions appointing the Audit Committee with the following details : The Audit Committee has 2-year tenure, consisting of: Remaining terms of holding office Chairman of the Audit Committee Asso.Prof. Chawalee Pongpatirochana 2 years Audit Committee Mr. Arpatsorn Bunnag 2 years Audit Committee Mr. Poonpipat Aungurigul 2 years Secretary of the Audit Committee Mr. Danu Sukavat Scope of Authority of the Audit Committee The Board of Directors determined scope of powers and duties of Audit Committee as follows: 1. to review the Company's financial reporting process to ensure that it is accurate and adequate; 2. to review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit's independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; 3. to review the Company's compliance with the law on securities and exchange, the Exchange's regulations, and the laws relating to the Company's business; 4. to consider, select and nominate an independent person to be the Company's auditor, and to propose such person's remuneration, as well as to attend a non-management meeting with an auditor at least once a year; 5. to review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange's regulations, and are reasonable and for the highest benefit of the Company; 6. to prepare, and to disclose in the Company's annual report, an audit committee's report which must be signed by the audit committee's chairman and consist of at least the following information: (a) an opinion on the accuracy, completeness and creditability of the Company's financial report, (b) an opinion on the adequacy of the Company's internal control system, (c) an opinion on the compliance with the law on securities and exchange, the Exchange's regulations, or the laws relating to the Company's business, (d) an opinion on the suitability of an auditor, (e) an opinion on the transactions that may lead to conflicts of interests, (f) the number of the audit committee meetings, and the attendance of such meetings by each committee member, (g) an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and (h) other transactions which, according to the audit committee's opinion, should be known to the shareholders and general investors, 7. to perform any other act as assigned by the Company's board of directors, with the approval of the audit committee. The Company hereby certifies that the aforementioned members meet all the qualifications prescribed by the Stock Exchange of Thailand. For your kind attention accordingly. Yours sincerely, Mr. Pipop Kunasol President