29 April 2009

Resolution of the Annual General Shareholders' Meeting 2009

28 April 2009 Subject: Resolution of the Annual General Shareholders' Meeting 2009 Attention: Director and Manager of Stock Exchange of Thailand According to the Annual General Shareholders' Meeting 2009 held on 28 April 2009, the following resolutions were passed: 1. Approved the Minutes of Annual General Shareholders' Meeting 2008 held on 24 April 2008 with the following votes: -Approved 72,741,773 votes, equivalent to 99.93% -Disapproved - votes, equivalent to - -Abstain 51,975 votes, equivalent to 0.07% 2. Approved the financial statement for the year ended 31 December 2008 as referred in the Annual Report 2008 with the following votes: -Approved 72,931,749 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - 3. Approved the appropriation of profit for the year 2008 and dividend payment as follows; the Company had the net profit after tax and legal reserve for the year 2008 was equivalent to 203,944,986.75 Baht and the dividend payment was approved at a rate of 1.01 Baht per share for the operating result of the year 2008, being total of 102,334,462.50 Baht or equivalent to 50.18% of profit after tax and legal reserve. The record date for eligible shareholders who have the right to receive the dividend will be on 14th May 2009 and the book closing date for collecting the name of shareholders according to Security and Exchange Act Section 225 will be on 15th May 2009 and the dividend payment will be completed by 27th May 2009 with the following votes: -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - 4. Re-elected the directors who retires from the office for another term with following votes: 1) Mr. Tongtaj Hongladarom -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - 2) Mr. Sumpan Vongphan -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - 3) Mr. Amporntat Poolcharoen -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - 4) Mr. Tai Chong Yih -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - Thus, the members of the new Board of Directors are as follows: 1. Mr. Tongtaj Hongladarom Chairman/Independent Director 2. Mr. Sumpan Vongphan Vice-Chairman 3. Mr. Upakrom Thaweephoke Director 4. Mr. Chruvit Suanmalee Director 5. Mr. Ouichai Siriwajana Director 6. Mr. Amporntat Poolcharoen Director 7. Mrs. Sunan Santichotinan Director 8. Mr. Tai Chong Yih Director 9. Dr. Pisit Leeahtam Independent Director 10. Mr. Rein Boondiskulchok Independent Director 11. Mr. Teeravut Supaviriyakul Independent Director 5. Approved the remuneration of directors for the year 2009 with the limit amount of not more than 5,000,000 Baht The shareholders had passed the resolution with the votes not less than two-third (2/3) of all votes of shareholders who attended the meeting as follows: -Approved 74,717,204 votes, equivalent to 93.43% -Disapproved - votes, equivalent to - -Abstain 427,300 votes, equivalent to 0.57% 6. Appointed Mrs. Kesree Narongdej, CPA No. 76 or Mrs. Natsarak Sarochanunjeen, CPA No. 4563 of A.M.T. Associates as the auditor of the company for the year 2009 with the total audit fee of 1,092,500 Baht with the following votes: -Approved 75,132,954 votes, equivalent to 99.98% -Disapproved 11,550 votes, equivalent to 0.02% -Abstain - votes, equivalent to - 7. Approved change in par value of TRT share from 2 Baht to 1 Baht per share, as a result, the number of ordinary shares and its par value will be changed to be the new registered capital of 202,642,500 Baht, dividing into 202,642,500 ordinary shares at par value of 1 Baht per share. The shareholders had passed the resolution with the votes not less than three-fourth (3/4) of all votes of shareholders who attended the meeting and having the voting rights as follows: - Approved 74,717,204 votes, equivalent to 99.43% -Disapproved - votes, equivalent to - -Abstain 427,300 votes, equivalent to 0.57% 8. Approved the amendment of Clause 4 of Company's Articles of Association in order to comply with the change in par value by canceling the existing wordings and replace with following wordings Clause 4: Registered share capital 202,642,500 Baht (Two hundred and two million six hundred forty two thousand and five hundred Baht) Divided into 202,642,500 Shares(Two hundred and two million six hundred forty two thousand and five hundred shares) Par Value 1 Baht (One Baht) Comprised of Ordinary Shares 202,642,500 Shares (Two hundred and two million six hundred forty two thousand and five hundred shares) Preferred Shares n/a The shareholders had passed the resolution with the votes not less than three-fourth (3/4) of all votes of shareholders who attended the meeting and having the voting rights as follows: -Approved 74,717,204 votes, equivalent to 99.43% -Disapproved - votes, equivalent to - -Abstain 427,300 votes, equivalent to 0.57% 9. Approved the issuance and offering Warrants to directors and employees of the Company (ESOP) with a total amount of 10,132,000 units (Ten million one hundred and thirty two thousand units) at 0.00 Baht per unit (Zero Baht) with exercise ratio 1 unit of ESOP's warrant, having right to purchase 1 new ordinary share at exercise price of 3.00 Baht per share (Three Baht). The Board of Directors is empowered to determine and change conditions and other details of warrants as it may be appropriate. If there are any warrants which have not been exercised after its last exercise date, the Company will cancel the said warrants accordingly. The shareholders had passed the resolution with the votes not less than three-fourth (3/4) of all votes of shareholders who attended the meeting and having the voting rights which exclude the votes of shareholders who have conflict of interest in this agenda; and must not have veto votes of 10% or more of all the votes of the shareholders who attended the meeting. The mentioned resolution must be clear and without granting authorities of any kinds to any persons to fix details of the offering securities including the terms and conditions, as well as the method of such securities offering other than the meeting of the shareholders. The votes for this resolution are as follows: -Approved 41,332,175 votes, equivalent to 97.59% -Disapproved 554,300 votes, equivalent to 1.31% -Abstain 467,775 votes, equivalent to 1.10% 10. Approved the issuance and offering Warrant to the existing shareholders (TRT-W1) with a total amount of not exceeding 67,547,500 units (Sixty seven million five hundred forty seven thousand and five hundred units) at ratio of 3 existing ordinary shares per 1 unit of TRT-W1 warrant. The exercise ratio is 1 unit of warrant, having the right to purchase 1 unit of new ordinary share at exercise price of 3.00 Baht per 1 new ordinary share. The Board of Directors is empowered to determine and change conditions and other details of warrants as it may be appropriate. If there are any warrants which have not been exercised after its last exercise date, the Company will cancel the said warrants accordingly The shareholders had passed the resolution with the votes not less than three-fourth (3/4) of all votes of shareholders who attended the meeting and having the voting rights as follows: -Approved 74,717,204 votes, equivalent to 99.43% -Disapproved - votes, equivalent to - -Abstain 427,300 votes, equivalent to 0.57% 11. Approved an increased the Company's registered shares capital by issuing the new ordinary shares of 77,679,500 shares (Seventy seven million six hundred and seventy nine thousand and five hundred shares) at par value of 1 Baht each, representing an increased in registered shares capital of 77,679,500 Baht on top of the existing registered capital of 202,642,500 Baht (Two hundred and two million six hundred forty two thousand and five hundred Baht) at par value of 1 Baht each, resulting the registered capital being total of 280,322,000 Baht (Two hundred and eighty million three hundred twenty two thousand Baht). The shareholders had passed the resolution with the votes not less than three-fourth (3/4) of all votes of shareholders who attended the meeting and having the voting rights as follows: -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - 12. Approved the allocation of not exceeding, 77,679,500 newly issued ordinary shares (Seventy seven million six hundred seventy nine thousand and five hundred shares) at par value of 1 Baht each (One Baht) as follows: 1) For the amount of, not exceeding 10,132,000 newly issued ordinary shares (Ten million one hundred and thirty two thousand shares) to accommodate the ESOP's warrants. If it turns out that by the end of last exercise date, any warrants which have not been yet exercised with any reasons, resulting, the amount of the accommodated shares remains outstanding. The Board of Directors will, therefore, have their own judgment to consider the allocation of the outstanding balance of the said accommodated shares as it may be appropriate. 2) For the amount of, not exceeding 67,547,500 newly issued ordinary shares (Sixty seven million five hundred forty seven thousand and five hundred shares) to accommodate the TRT-W1's warrants. . If it turns out that by the end of last exercise date, any warrants which have not been yet exercised with any reasons, resulting, the amount of the accommodated shares remains outstanding. The Board of Directors will, therefore, has their own judgment to consider the allocation of the outstanding balance of the said accommodated shares as it may be appropriate. The shareholders had passed the resolution with the votes not less than three-fourth (3/4) of all votes of shareholders who attended the meeting and having the voting rights as follows: -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - 13. Approved the amendment of Clause 4 of Company's Articles of Association in order to comply with the increase in registered share capital by canceling the existing wordings and replace with following wordings Clause 4: Registered share capital 280,322,000 Baht (Two hundred eighty million three hundred twenty two thousand Baht) Divided into 280,322,000 shares (Two hundred eighty million three hundred twenty two thousand shares) Par Value 1 Baht (One Baht) Comprised of Ordinary Shares 280,322,000 shares (Two hundred eighty million three hundred twenty two thousand shares) Preferred Shares n/a The shareholders had passed the resolution with the votes not less than three-fourth (3/4) of all votes of shareholders who attended the meeting and having the voting rights as follows: -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - 14. Approved the appointment of Nominating and Remuneration Committee for the purpose of allocation of ESOP's warrants to employees of the Company as follows: 1. Mr.Sumpan Vongphan, 2. Mr.Charuvit Suanmalee, 3. Mrs.Sunan Santichotinan, The votes for this resolution are as follows: -Approved 75,144,504 votes, equivalent to 100% -Disapproved - votes, equivalent to - -Abstain - votes, equivalent to - Please be informed accordingly. Yours faithfully Mr. Upakrom Thaweephoke Executive Committee and Company Secretary