Resolutions of the 2006 Ordinary Shareholders' Meeting

[Translation] Ref. PDI/BK-BS-028/2006 26 April 2006 To : President The Stock Exchange of Thailand Re. : Notification of resolutions of the 2006 Ordinary Shareholders' Meeting This is to notify the SET that the 2006 Ordinary Shareholders' Meeting of Padaeng Industry Public Company Limited, held on 26 April 2006, has resolved the following: 1. Noted the company's performance result and the board of directors' report for the year 2005. 2. Approved the audited balance sheets and profit and loss statements for the year ended 31 December 2005. 3. Approved that the 2005 net profit be appropriated to be the legal reserve Bt27,695,260 which is 5% of its net profit and that the dividend payment for 2005 at 1.10 Baht per share be declared to the Shareholders totaling 226 million shares amounting to Bt248,600,000. The Company's share transfer book will be closed for the right to receive the dividend on Monday 8 May 2006 at 12.00 hr. The dividend payment will be made on Wednesday 24 May 2006. The receipt of such dividend shall be within 10 years. 4. Acknowledged 3 board members who retired by rotation namely Mr. Paron Israsena, Dr. Jean-Luc Deleersnyder and Mr. Bernard Tonnon. and unanimously approved re-election of Mr. Paron Israsena and Mr. Bernard Tonnon the board members to be directors for another term. In addition, appointed Mr. Martin Hess as director and Strategic Committee member in place of the position of Dr. Jean-Luc Deleersnyder who resigned from the director of the Company, effective 26 April 2006 onwards. And appointed Mr. Vinij Ongnegnun to be new director and Strategic Committee member as per the recommendation of the Nomination and Remuneration Committee. 5. Approved the Nomination and Remuneration Committee's fees in amount of 20,000 Baht per member per attended meeting. 6. Approved the bonus payment for the year 2005 to the members of the Board of Directors as follows: 350,000 Baht for Chairman and 230,000 Baht for each director. The payment of directors' bonus will be on the pro rata basis for each director at the end of year 2005. 7. Approved the appointment of Mrs. Anothai Leekitwattana, Ms. Nangnoi Charoenthaveesub, Mrs.Nattaporn Phan-Udom, Mr. Pisit Thangtanagul and Certified Public Accountant (Thailand) No. 3442, 3044, 3430 and 4095 of PricewaterhouseCoopers ABAS Limited as the Company's auditors for the year 2006. The audit fee for the year 2005 is Bt3,950,000. 8. Approved the Articles of Association of the Company by repealing the current Articles of Association and replacing it with the new Articles of Association. Important amendments are summarized as follows: Article 9 & 10: Amend to be in line with the recent amendments to the Public Limited Companies Act in 2001, Section 66/1 "The provisions of Section 66 in the part relating to the company owing its own shares and to approve that repurchase of shares in an amount of not more than ten (10) percent of the paid-up capital shall be approved by the Board of Directors. Article 15, 16 & 17: Amend to be in line with the new management structure as a result of the retirement of Mr. Pinit Vongmasa from the CEO position and the dissolve of CEO position. Mr. Bernard Tonnon will continue to serve in the position of the Managing Director having the duties and responsibilities as stipulated in the Company's Articles of Association. Article 43: Amended to be consistent with the notification of SET relating to the related transactions and transaction regarding the acquisition or disposal of assets of the Company or any of its subsidiaries. Please be notified accordingly. Yours truly, - Signature - (Dr. Surin Tanticharoenkiat) Board Secretary Board Secretary Division Tel. 0 2661 9900 Ext. 1402 Page 1 of 2