DIVIDEND PAYMENT & ORDINARY SHAREHOLDERS' MEETING-ADJUSTMENT

388/2543 November 29. 2000 The Managing Director The Stock Exchange of Thailand REPORT ON THE BOARD OF DIRECTORS The board of directors of Phatra Leasing Public Company Limited at a meeting 5/2000 held on November 29, 2000 passed the following resolutions: 1. That the date for closing the company share register for the right to attend the meeting and for the right to receive the dividend will be on January 5, 2001 at 12.30 p.m. until the meeting will close. 2. That an ordinary general meeting of shareholders 2001 should be held on January 23, 2001 at 10.30 a.m. at Charenkung Room , Muangthai Life insurance Assemble Hall , Rachadaphisek Road , Huaykwang Bangkok 10320.That the agenda for meeting will: Agenda 1 Certify the minutes of the ordinary meeting of shareholders 2000 Agenda 2 To consider and certify the directors' report concerning the operating business for the year 2000. Agenda 3 Approve the company's financial statements as at September 30, 2000. Agenda 4 Consider the allocation of net profit for legal reserves for 2000's operation results. Agenda 5 Consider the allocation of dividend payments for 2000's operation results. Agenda 6 Appoint new directors to succeed those completing their terms. Agenda 7 The Issuance Of Bond Agenda 8 Consider the directors' remuneration for the year 2001. Agenda 9 Appoint an auditor and fix the auditing fee for the year 2001. Agenda 10 Consider other issues (if any) 3. That the annual dividend payment for the operation for the year 2000 will be Bt. 1.- per share and will be paid to shareholders on Febuary 2, 2001. 4. The Board of Directors meeting approved the cancellation of unsold bond at the amount of Baht 250 million from the total amount not exceeding Baht 1,000 million as issued by the resolution of the Ordinary Meeting of Shareholders in 1996 dated January 21,1996. This Board of Directors Meeting also approved the issuance and offer for sale of Unsecured Bond at the amount not exceeding Baht 1,500 million as company appropriate working capital consistent with business plan and expansion in the future. Such terms and conditions of the bond as type, tenor and the other feathers shall be determined by The Board of Directors of the company and/or President of the company and/or the person assigned by the Board of Directors of the company. This resolution will be proposed to the Ordinary Meeting of Shareholders in 2001 for further consideration and approval. Thipsuda Kuenkong Vice President General Administrative Office