April 26, 2004 The President The Stock Exchange of Thailand Dear Sir, Resolutions Passed at Shareholders' Meeting for the Year 2004 Resolutions were made on a Shareholders' Ordinary Meeting on April 26, 2004 at the Sai Thip Room on the 3rd floor of the Imperial Queen's Park Hotel, Bangkok. The resolutions are as follows : 1. To certify the minutes made at an Ordinary Shareholders' Meeting for the Year 2003 which was held on the April 24, 2003. 2. Report on the Company's business results for the Year 2003. 3. To approve the Balance Sheet and Profit and Loss Account for the period ended December 31, 2003 after they have been audited. 4. To approve the dividend payment of 2003 operating year at Baht 0.235 per share, of which an interim payment had been made on September 30, 2003 at Baht 0.125 per share. The remaining dividends of Baht 0.11 per share is to be paid on May 17, 2004 to the shareholders whose names appear in the Share Register Book as of April 5, 2004 at 12.00 p.m. 5. To re-appoint the directors whose tenure have ended and appoint a new Member of the Board of Directors. 5.1 Resignation of Board Member, Mr. Chalit Limchitti, was accepted and approved. 5.2 The directors whose tenure have ended are as follows : 1. Sec.Lt. Phairoch Rattakul 2. Mrs. Yupares Thiengtham 3. Mr. Sang Wongprecha 4. Ms. Osarit Amartayakul 5.3 The directors being re - appointed are as follows : 1. Sec.Lt. Phairoch Rattakul 2. Mrs. Yupares Thiengtham 3. Mr. Sang Wongprecha 4. Ms. Osarit Amartayakul 5.4 To appoint Col. Patchara Rattakul as a new Member of the Board of Directors 5.5 The members of the new Board of Directors are : 1. Gen.Charan Kullavanijaya Chairman 2. Sec.Lt.Phairoch Rattakul Managing Director 3. Mr. Prakit Pradipasen Chairman of Audit Committee 4. Mr. Sang Wongprecha Auditing Director 5. Mr. Yanyong Maethapanich Auditing Director 6. Pol.Lt.Gen.Kosol Limpichart Director 7. Pol.Maj.Gen.Chamtoon Savasdi-Xuto Director - 2 - 8. Mrs. Yupares Thiengtham Director 9. Ms. Smornluk Mahasmiti Director 10. Ms. Osarit Amartayakul Director 11. Mrs. Pariya Chirabandhu Director 12. Col.Patchara Rattakul Director 6. To appoint auditors and fix audit fees for the period ending December 31, 2004 as follows : 6.1 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. 6.2 To approve the regular audit fees for the Year 2004, an amount of Baht 672,000.00 (six hundred and seventy two thousand Baht) 7. To consider and approve the amendment of the Company's Articles of Association. 7.1 To consider and approve the amendment to Articles 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 earning 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 exceed 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." - 3 - 7.2 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 for the listed companies. The Company shall comply with the regulations and procedures as mentioned in the Notification of the Stock Exchange of Thailand." 8. Other issues. - None - Yours faithfully, for Haad Thip Plc. Gen. (Charan Kullavanijaya) Chairman Securities Division Tel.0-2391-0108 Ext.108 1 4