TO HOLD SHAREHOLDERS' MEETING AND NOT TO PAY DIVIDEND

Padaeng Industry Plc (PDI) announced the resolutions made by board's meeting No.1/1997 held on March 12, 1997 as follows: 1.To ratify repayment for capital increased shares issued by Puthep Co. , Ltd., wholly owned subsidiary, totalling to Bt63,454,100 from formerly Bt171,360,000 to Bt234,814,100. The spendings were funded by investment realisation of PD Puthep Ltd.(in corlaboration to copper exploration and development at Loey province and peripheral) This transaction was not classified as SET's regulation concerning criterias, procedures and disclosure of listed company's acquisition /disposition of assets. 2.To approve Puthep Co., Ltd. to repay for capital increased shares issued by Pakam Exploration & Mining Co., Ltd., Puthep holding overall stakes, amounting Bt5,195,000, Bt10.39 apiec. This spendings totalling to Bt5,191,829 were advance payments paid back by Pakam. and the rest of Bt3,170.20 was Puthep.'s working capital. After the repament, Pakam. had registered capital at Bt50 million split into 500,000 shares, Bt100 each with Bt17.695 million paid-up or Bt35.39 each. 3.To certify the purchase of capital increased shares as it was circulated the right exercise issued by Western Metals Ltd. from Australia amouting 6,276,666 shares, AUS$0.85, each, total value staying at AUS$ 5,335,166.10 or Bt106.70 million. The payment funded by its own working capital was due within March 18, 1997. After this payment, it would hold 8.04% of registered capital. This transaction was not classified as SET's regulation concerning criterias, procedures and disclosure of listed company's acquisition /disposition of assets. 4.To approve the company to jointly invest Bt8.2 millionwith Maesod investors, holding 55% stakes in Sila Enterprise Co., Ltd., new joint venture, with initial registered capital at Bt15 million in rock production and distribution from amphur Maesod, Tak province. This transaction was not classified as SET's regulation concerning criterias, procedures and disclosure of listed company's acquisition /disposition of assets. 5.To perceive 1996 performance and approve not to pay dividend as it incurred loss 6.To convene ordinary meeting of shareholders on April 30, 1997 at 1.30pm taking place at meeting room 4, Sirikit National Reference Centre, Rachada Rd., Klongtoe, BKK. The agenda issues were shown below: 1) What the chairman would notify (If any) 2) Certify the minutes approved by ordinary shareholders' 1/1996 meeting 3) Consider board's report on 1996 operate output 4) Approve balance sheet and profit/loss account ended December 31, 1996 and consider dividend payment 5) Appoint new directors succeeding those whose terms were terminated 6) Appoint auditor and fix auditing fee 7) Other (If any) The registration book was closed on April 9, 1997 at noon until the end of the meeting.