27 February 2003 The President The Stock Exchange of Thailand Bangkok Dear Sir, Re: Reports on Resolutions of the Board of Directors' Meeting No. 49 regarding the Restructure of Berli Jucker Group's Organization The Board of Directors of Berli Jucker Public Company Limited at Meeting No. 49 held on 27 February 2003 passed the resolutions regarding the Restructure of Berli Jucker Group's Organization with effect from 1 April 2003 as follows: 1. Ganong Limited will be renamed as BJC Marketing Company Limited with increase in its registered capital from Baht 5 million to Baht 100 million. Date of Transaction: After the date of the Board of Directors' Meeting and within March 2003 Original Name: Ganong Limited (99.99% shareholding by Berli Jucker Public Company Limited) Rename: BJC Marketing Company Limited Nature of Business: To transfer from Berli Jucker Public Company Limited, the Consumer Products Business; and from Berli Jucker Cellox Limited for marketing and distribution of own brands i.e. Parrot, Lervia and etc. manufactured by Rubia Industries Limited. Before Capital Increase: Baht 5 million divided into 50,000 ordinary shares of Baht 100 each. After Capital Increase: Baht 100 million divided into 10,000,000 ordinary shares of Baht 10 each. Object of Investment: Long-term investment to suit the Group's organization restructuring. Source of Fund: From the Company's Working Capital Benefit: Dividend, efficiency and productiveness of businesses Transaction Size: = Investment Fund Net Asset = 95,000,000 12,275,000,000 = 0.77% Connected Transaction: This is not classified within the applicable procedures and rules regarding disposition/acquisition of listed company's asset or a connected transaction. 2. To set up a new company, namely BJC Trading Company Limited Date of Transaction: After the date of the Board of Directors' Meeting and within March 2003 Name: BJC Trading Company Limited Nature of Business: To transfer from Berli Jucker Public Company Limited, the businesses of Technical Products Group i.e. Medical Products, Technical Products and Stationery and Tableware Divisions. Registered Capital: Baht 200 million divided into 20,000,000 ordinary shares of Baht 10 each. Ratio of Investment: 99.99% shareholding by Berli Jucker Public Company Limited Object of Investment: Long-term investment to suit the Group's organization restructuring. Source of Fund: From the Company's Working Capital Benefit: Dividend, efficiency and productiveness of businesses Transaction Size: = Investment Fund Net Asset = 200,000,000 12,275,000,000 = 1.63% Connected Transaction: This is not classified within the applicable procedures and rules regarding disposition/acquisition of listed company's asset or a connected transaction. 3. To set up a new company, namely BJC Engineering Company Limited Date of Transaction: After the date of the Board of Directors' Meeting and within March 2003 Name: BJC Engineering Company Limited Nature of Business: To transfer from Berli Jucker Public Company Limited, the businesses of Construction and Engineering Group i.e. Engineering Division. Registered Capital: Baht 10 million divided into 1,000,000 ordinary shares of Baht 10 each. Ratio of Investment: 99.99% shareholding by Berli Jucker Public Company Limited Object of Investment: Long-term investment to suit the Group's organization restructuring. Source of Fund: From the Company's Working Capital Benefit: Dividend, efficiency and productiveness of businesses Transaction Size: = Investment Fund Net Asset = 10,000,000 12,275,000,000 = 0.08% Connected Transaction: This is not classified within the applicable procedures and rules regarding disposition/acquisition of listed company's asset or a connected transaction. 4. Transfer of Business Unit Berli Jucker Logistics Limited takes the Logistics Division of Berli Jucker Public Company Limited. Please be informed accordingly Yours faithfully, Berli Jucker Public Company Limited Thirasakdi Nathikanchanalab Sompoth Kosum Director Director