Capital increase report form

(TRANSLATION) CAPITAL INCREASE REPORT FORM PHATRA LEASING PUBLIC COMPANY LIMITED 5 JANUARY 2005 Phatra Leasing Public Company Limited (the Company) would like to report the resolutions of the Board of Directors Meeting No. 1/2548, held on 5 January 2005 from 10.00 a.m. to 11.15 a.m. regarding the capital increase and the allotment of newly issued shares as follows: 1. Capital Increase The Board of Directors Meeting has approved the increase of the registered capital of the Company from Baht 300,000,000 to Baht 450,000,000 by issuing 150,000,000 new ordinary shares, with a par value Baht 1 each, totalling Baht 150,000,000. 2. Share Allotment The Board of Directors Meeting has approved the allotment of the 150,000,000 ordinary shares, with a par value of Bath 1 each, totalling Baht 150,000,000. The details are as follows: 2.1 The details of the allotment Alloted to Numberof Ration Offering Subscription Remarks share (Exiisting: Price and Payment New) (Bath/Shara) period Existing 150,000,000 To be To be To be (1) shareholders determined determined determined by way of later later,please later right issue see Remarks at the par (1) value of Baht 1 per share. Remarks (1) The offering price shall be in the range between 60% and 70% of the market price calculated by weighted average of the Companys 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. 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. 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 shareholdersto 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. 2.2 The Companys procedure in event where there are fractions of shares remaining.Since the subscription ratio has not been determined, there is no fraction of share. However, when the Board of Directors determines the subscription ratio and there are fractions of shares, the Company will further disclose in the Capital Increase Report Form. Should there be any shares remaining from the subscription of the capital increase shares, such remaining shares shall be offered to the existing shareholders proportionately to their shareholding according to the Board of Directors' discretion. 2.3 The number of shares remaining from the allotment. -None- 3. Scheduled date for the shareholders meeting to approve the capital increase/share allotment The Annual General Shareholders Meeting for the year 2005 will be held on 31 January 2005 at 10.00 a.m. at Wimankaew Room, 4th Floor, The Grand Hotel, Ratchadapisek Road, Huay Kwang, Bangkok, 10320 and the share register book shall be closed from 19 January 2005 at 12.00 noon until the completion of the meeting in order to determine the rights of the shareholders to attend the Annual General Shareholders Meeting for the year 2005. 4. Approval of capital increase/allotment of shares by relevant governmental agency and conditions thereto (if any) -None- 5. Purpose of the capital increase and use of proceeds from the capital increase 5.1 To be utilized as the Companys working capital. 5.2 To repay the loan of the Company. 5.3 To support and strengthen the business operation of the Company. 6. Companys benefits from the capital increase/share allotment 6.1 To increase working capital for business operation and liquidity needs. 6.2 To enhance the capital base of the Company. 7. Shareholders benefits from the capital increase/share allotment If the Company incurs profit from its operating results, the shareholders will receive benefit in the form of dividend which will increase the value of the Companys shares. 8. Other details necessary for the shareholders to approve the capital increase/share allotment -None- 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase/share allotment 9.1 The share register book shall be closed from 19 January 2005 at 12.00 noon until the completion of the meeting in order to determine the rights of the shareholders to attend the Annual General Shareholders Meeting for the year 2005 (XM). 9.2 The Annual General Shareholders Meeting for the year 2005 to approve the increase of capital and allocation of shares shall be held on 31 January 2005. The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed______________________Director (Mr. Krirkchai Siribhakdi) Signed_______________________Director (Mr. Tanakorn Buranaphan) - 4 -