[Translation] Ref. PDI.B.0213/99 23 February 1999 To : President The Stock Exchange of Thailand Re. : Resolutions of the board of directors' meeting, No. 1/1999 The board of directors of Padaeng Industry Public Company Limited at its meeting, No. 1/1999 on 22 February 1999 has adopted the followings resolutions : 1. Acknowledged resignation of Mr. Suparut Kawatkul from PDI's directorship effective from 22 February 1999 due to an internal restructuring in the Ministry of Finance (MOF), and approved appointment of Dr. Areephong Bhoocha-Oom, MOF's nominee, as new director for the remaining term of Mr. Suparut Kawatkul. And in compliance with a condition precedent of the Share Subscription Agreement signed with a foreign investor, two additional new board members, namely Mr. Alan James Castleman and Mr. David Geoffrey Benham have been appointed to fill the posts left vacant by Mr. Chakthep Senivongs Na Ayudhaya and Mr. Vitthya Vejjajiva since 19 and 25 October 1998 respectively. The appointment is conditional upon due payment of the second tranche share subscription being fully made. 2. Noted 4 board members who will be due to retire by rotation, namely Mr. Paron Israsena, Mr. Kosit Panpiemras, Dr. Vuthiphong Priebjrivat and Dr. Areepong Bhoocha-Oom and approved to re-elect them as directors for another term. It was also resolved to amend the power of directors to be in line with the termination of the executive committee, as having resolved in the last board meeting, No. 8/1998 on 22 December 1998, as follows : Previous text : 'The Directors having the power to sign on behalf of and bind the Company are as follows : "Mr. Arsa Sarasin, Chairman of the Board of Directors and Executive Committee or Mr. Brett Thomas Lambert, President signs and affixes the Company's seal or any two directors jointly sign and affix the Company's seal."' Amended text : 'The Directors having the power to sign on behalf of and bind the Company are as follows : "Mr. Arsa Sarasin, Chairman of the Board of Directors or Mr. Brett Thomas Lambert, President signs and affixes the Company's seal or any two directors jointly sign and affix the Company's seal."' . . . / 2 2 3. Acknowledged the official cease of operation of Padaeng Poongsan Metals Co., Ltd. (PPM), a subsidiary which PDI has 61.98% shareholding, from 1 February 1999 after its having produced and delivered total contractual Baht-one coin blank to the Treasury Department. PPM's total assets valuation reassessed by American Appraisal (Thailand) Ltd. for the purpose of its assets sale before being dissolved was also noted. And ratification was made on a write-down of PPM's total assets value (i.e. the plant's machinery, building and other assets) by Bt765.08m from Bt888.58m to be Bt123.50m. 4. Ratified the following transactions: (a) transfer of assets (i.e. crushing machine and conveyor belt) of Sila enterprise Co., Ltd., a subsidiary which PDI has 55% shareholding, in payment of its Bt12.99m debt to PDI. The said assets' book value was equal to Bt18.08m and the market price inclusive of VAT was Bt12.9m; and (b) write-down of deffered costs on (i) Bt30.01m expense on exploration in Vietnam since it was likely that no prospecting license for a target area were to be granted and the activity is currently ceased; (ii) feasibility study expense on a joint venture project with Banpu Public company Limited, Lockley Public Company Limited and Foster Wheeler Internatuional Corporation on a small power plant (SPP) of 125 MW at Tak refinery site totalling Bt0.63m due to the project's excessive investment having been required; and (iii) feasibility study expense on PDI's own small power plant of 60 MW at the refinery amounting to Bt3.34m. The project was shelved in 1997 after the floatation of Baht currency and greater investment having been needed which would lower its rate of return. The size of the above-referred items (resolutions, Nos. 3. And 4) equal to 12.25% of the company's total assets according to the consolidated financial statements as at 30 September 1998 is not classified as any transaction category pursuant to the SET's Notification, re. Rules, Procedures and Disclosure of Information concerning the Acquisition and Disposition of Assets of Listed Companies. 5. Approved 1998 audited financial statements, and since the company still has retained loss, pursuant to Article 3.8 (first paragraph) of the company's Articles of Association, it was agreed that no dividend payment for 1998would be considered. 6. Agreed to propose for the 1999 ordinary shareholders' meeting to approve remunerations for the independent directors and audit committee members at Bt200,000 per person per year, and no bonus payment to the board members for 1998. 7. Approved to propose 3 auditors of Deloitte Touche Tohmatsu Jaiyos Co., Ltd. as the company's auditors for 1999 as well as audit fees for the shareholders' approval. The President and CEO was entrusted to consider naming the three auditors as deemed appropriate. 8. Approved to convene the 1999 ordinary shareholders' meeting on Friday, 23 April 1999 at 9.30 hrs.at Meeting Room II, Queen Sirikit National Convention Centre, Ratchadapisek Road, Klongtoey, Bangkok, with the following agenda: I. Subject to be broached by the Chairman of the Board of Directors (if any); II. Approve minutes of the 1998 Ordinary Shareholders' Meeting held on 27 April 1998; . . . / 3 3 III. Ratify provisions of loans, advances, contingent liabilities on syndicate loan guarantee and write-down of total assets with regard to Padaeng Poongsan Metals Limited (PPM) as well as write-offs of investment in 6 subsidiary and associated companies including oversea exploration expenses; IV. Annual Report of the Board of Directors for the year 1998; V. Approve the audited balance sheet and profit and loss statement for 1998 and consider 1998 dividend payment; VI. Elect new members of the Board of Directors to replace those who retire by rotation, and acknowledge discontinuation of the Executive Committee and appointment an audit committee as well as amendment of the power of directors; VII. Approve director remunerations and consider 1998 bonus payment to the board members; VIII. Appoint the Company's auditors for 1999 and approve the audit fees; and IX. Other matter (if any). The company's share transfer book will be closed on Friday, 2 April 1999 from 12.00 hrs. until the meeting is adjourned for determination of the Shareholders' meeting participation right. Please be notified accordingly. Yours truly, - Signature - (Brett Lambert) President & CEO