Additional items on resolutions of the BOD's meeting

24 March 2004
19 March, 2004 Subject : Additional items on resolutions of the Board of Directors' Meeting 1/2004 To : President The Stock Exchange of Thailand We would like to cover further additional items on the resolutions of the Board of Director's Meeting 1/2004, as follows : 1. To reappoint Sec.Lt.Phairoch Rattakul, Mrs.Yupares Thiengtham, Mr. Sang Wongprecha and Ms.Osarit Amartayakul as Board Members for another term. 2. To appoint Mr.Viroj Jindamaneepitak, Registration No. 3565 and/or Mr.Vichien Thamtrakul, Registration No. 3183 and/or Mr.Pisit Chiwaruangroch, Registration No. 2803 and/or Ms.Tipsuda Chumnanvanichkul, Registration No. 3377 of KPMG Phoomchai Audit Ltd. as the Company's Auditor for the year 2004 with the audit fee of 672,000 Baht. 3. To consider and approve the amendment to Article 11. of the Company's Articles of Association as follows : " Article 11. The company may not own its own shares or take them in pledge, except shares which were bought back by the Company in the following cases : (a) buy back from shareholders who voted against the shareholders'resolutions that amend the Articles of Association in respect of voting right and right to receive dividend which the shareholders deem as unfair to them; or (b) buy back for the purpose of financial management as the Company has accumulated retained earnings and liquidity surplus and such share buyback does not cause any financial difficulties to the Company. In the case of the buyback does not exceed 10 percent of the paid-up capital,The Board of Directors is empowered to decide on the buyback without seeking approval from the shareholders' meeting. In the case of the buyback exceeds 10 percent of the paid-up capital, the Company needs prior consent from the shareholders' meeting, and the buyback period should take place within one year, effective as of the date that approval is given by the shareholders at Shareholders Meeting. Such shares which had been bought back, the Company must disperse them within the timeframe specified by the Law. If it was not dispersed or could not be all dispersed within such timeframe, the Company has to reduce its paid-up capital by deducting such remaining balance of the bought-back shares from its registered capital. However, the shares owned by the Company shall not be counted as quorum as well as having no voting right in any of the shareholders' meeting nor shall have the right to receive dividend." - 2 - 4. To consider adding Article 67 of the Company's Articles of Association as follows : " Article 67. In the event that the company or its subsidiaries might enter in the Connected Transaction, Acquisition and Disposition of Assets, which defined the meanings in the Notification of the Stock Exchange of Thailand Re : the Connected Transaction, Acquisition and Disposition of Assets of the Listed companies. The Company shall comply with the regulations and procedures as mentioned in the Notification of the Stock Exchange of Thailand" Yours faithfully, For Haad Thip Public Company Limited Sec.Lt. (Phairoch Rattakul) Managing Director Office of the Managing Director Tel. Z02X 391-0108 Ext.108