RESOLUTION OF THE BOARD OF DIRECTORS' MEETING

2 December 1999 To : The President The Stock Exchange of Thailand Subject : the Resolution of the Board of Directors' Meeting of The Company Regarding The Issuanceof the Debentures. The 6th/1999 Board of Directors' Meeting of The Phatra Leasing Public Company Limited held on November 29, 1999 has resolved the Company issuance and offer its Debentures as follows: According to the Shareholders' Meeting held on the January 21, 1996, the meeting has passed the resolution regarding the issuance and offer the Debentures amounting up to Baht 1,000,000,000 and authorized Board of Directors be empowered to consider, stipulate or amend terms and conditions of the Debentures. As the result of that Shareholders' Meeting, the 6th/1999 Board of Directors' Meeting has approved the company issuance and offer the name registered, unsubordinated, no-Trustee and unsecured Debentures with Par value Baht 1,000 per unit and 2- year maturity totalling amount up to Baht 500,000,000 by offering to institutions or specific investors as specified in clause 9(2) of the Notification of Securities and Exchange Commission No. Gor. Jor. 13/2537 amended by the Notification of Securities and Exchange Commission No. Gor. Jor. 32/2540 and the meeting has approved the Company's authorized directors and/or president be empowered to consider, stipulate or amend exact terms and conditions of the Debentures including other details of the Debentures such as type of the Debentures, interest rate and interest payment periods, etc. and other details in regard to offering and offering method, including considering and acting on behalf of the Company on any other matters in regard to the issuance and offering of the Debentures for convenience and in accordance with financial market conditions at the time of the issuance of the Debentures. Sincerely yours, Krirkchai Siribhakdi President