REPORT OF CAPITAL INCREASE BERLI JUCKER PUBLIC COMPANY LIMITED 30 April 1998 We, Berli Jucker Public Company Limited, hereby report the resolutions adopted at the meeting of the board of directors of the Company No. 22/1998 held on 30 April 1998 from 14.00 to 16.50 hours relating to an increase of capital and an allocation of new shares of the Company as follows: 1 Increase of capital The meeting of the Board of Directors resolved to approve for the Company to increase its registered capital to Baht 1,588,125,000 by issuing 101,062,500 new ordinary shares with a par value of Baht 10 per share totalling to Baht 1,010,625,000. The capital will be increased from the current registered capital of Baht 577,500,000 to Baht 1,588,125,000 for offering to existing shareholders. 2 Allocation of new shares The meeting of the Board of Directors resolved to approve for the Company to issue and allocate 101,062,500 new ordinary shares with a par value of Baht 10 per share totalling to Baht 1,010,625,000 according to the following details: Allocation to Number Ratio Offer Price per Subscription Remark (shares) (Old:New) share (Baht) period Existing shareholders 101,062,500 4 old shares: 40 22-26 June The close book date for 7 new shares 1998 determining the right of the shareholders to subscribe for new ordinary shares is 10 June 1998. 3 Allocation of unsubscribed shares In case there are some shares left unsubscribed because some existing shareholders waive their rights to subscribe or do not exercise their rights fully to subscribe or do not subscribe the new shares within the time specified or for any other reason, the Board of Directors or relevant authorised directors will offer the unsubscribed shares to other existing shareholders who have expressed their intention to overscribe as follows: 3.1 The unsubscribed shares will be offered only to the existing shareholders who have expressed their intention to oversubscribe and pay for the oversubscription together with their subscription in full according to their rights at the price of Baht 40 each. 3.2 Allotment of unsubscribed shares to other existing shareholders who have expressed their intention to oversubscribe will be made as follows: (a) if the aggregate number of oversubscribed shares exceeds the number of the unsubscribed shares, then the unsubscribed shares will be offered to the existing shareholders who have expressed their intention to oversubscribe at the ratio calculated from the total number of oversubscribed shares, and the Company will inform the shareholders of the number of shares which have been allotted to them and will refund without interest the subscription payment to the shares which have not been allotted to the shareholders within 30 business days after the expiry of the subscription period; and (b) if the aggregate number of oversubscribed shares is less than the unsubscribed shares, the unsubscribed shares will be re-offered to all the shareholders who have expressed their interest to oversubscribe first and then to one or more existing shareholders who are not related to the Company in accordance with the regulations of the Stock Exchange of Thailand at the price of not less than Baht 40 each. 4 Date scheduled for the meeting of the shareholders for approval of the increase allocation of new shares The Extraordinary General Meeting No. 1/1998 will be held at 10.00 hours on 5 June 1998, at the Conference Room, 7th Floor, Berli Jucker Building, 99 Soi Rubia, Sukhumvit 42 Road, Bangkok 10110. The Company will close its Share Register for determining the right of the shareholders to attend the meeting from 12.00 hours of 15 May 1998 until the meeting is adjourned and to subscribe for new ordinary shares from 12.00 hours of 10 June 1998 until 16.30 hours of 12 June 1998. 5 Approvals from authorities and approval conditions for the increase of capital/allocation of new shares The Company will apply for approval from the Ministry of Commerce for the increase of its registered capital and issue and offer of new ordinary shares and the registration of its paid up capital following an issue of new ordinary shares to existing shareholders who have exercised their right to subscribe for new shares. 6 Objectives of the increase of capital and use of proceeds a. to acquire up to 19.8 million shares in Thai Glass Industry Public Company Limited; b. to repay loans of the Company in an approximate amount of Baht 1,200 million; and c. the balance (if any), to be used for the Company's working capital and future expansion. 7 Benefits which the Company expects to obtain from the increase of capital/allocation of new shares. a. reducing its cost of funds and increasing its profit; and b. increasing its working capital for future business expansion. 8 Benefits which the shareholders should be expected to obtain from the increase of capital/allocation of new shares. a. The shareholders should receive more dividends from the expected increase in the operations of the Company; b. The Company's dividend policy is to pay annual dividends at the rate of not less than 30 per cent of its net profits in respect of that year; and 9 Other details necessary for the shareholders to make their decision whether or not to approve the increase of capital/allocation of new shares None. 10 Time table for the increase of capital/allocation of new shares of the Company As attached. The Company certifies that the information described in this report is accurate and complete in all respects. For and on behalf of BERLI JUCKER PUBLIC COMPANY LIMITED (Dr. Adul Amatavivadhana) President (Seal) (Mr. David J. Nicol) Director ATTACHMENT TIME TABLE INCREASE OF CAPITAL OF BERLI JUCKER PUBLIC COMPANY LIMITED Activities Date Hold the meeting of the board of directors. 30 April Notify the Stock Exchange of Thailand of the resolutions of the board 30 April of directors. Close the share register to determining the right of the shareholders 15 May to attend the extraordinary general meeting of the shareholders. Deliver the notice to attend the meeting together with application 18 May forms for rights and other relevant documents (if any) to the share registrar (TSD) for sending to the shareholders. Advertise the notice in the newspapers. 29 - 31 May Hold the extraordinary general meeting. 5 June Close the share register to determining the entitlement of the 10 June Shareholders to subscribe for rights. Deliver an information memorandum, a subscription form and a letter 10 June notifying the entitlement of rights to TSD for sending to the shareholders. Subscription and payment period for new ordinary shares. 22 - 26 June