30 April 1998 President The Stock Exchange of Thailand 62 Ratchadapisek Road Klong Toey Bangkok 10110 Dear Sir BJC: REPORT OF RESOLUTIONS OF BOARD OF DIRECTORS' MEETING NO. 22 We hereby report certain extracts of the resolutions adopted at the board of directors' meeting No. 22 held on 30th April 1998 as follows: 1. Approve the Minutes of the Board of Directors' meeting No. 21. 2. Appoint Mr. David J. Nicol as the President of the Company. 3. Appoint Mr. David G. Eastlake to replace Mr. Prasit Narongdej. 4. Approve for the Company to make a tender offer of up to all the total issued shares in Thai Glass Industries Public Company Limited at Baht 70 per share in accordance with the rules and regulations of the Office of Securities and Exchange Commission and other applicable laws and authorise any one of the authorised directors and Mr. Phisit Dachanabhirom, acting jointly, to make all decisions and appointments, sign all documents and undertake all actions necessary for or in connection with the proposed tender offer and acquisition on behalf of the Company, including determining the price per share and terms to be announced for the tender offer and to co-ordinate with relevant authorities such as the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. 5. Approve the increase of the registered capital by Baht 1,010,625,000 by issuing an aggregate number of 101,062,500 new ordinary shares, with a par value of Baht 10 per share. The capital will be increased from the current registered capital of Baht 577,500,000 to Baht 1,588,125,000. The Company wishes to use the proceeds for the following purposes: a. to acquire up to 19.8 million shares in Thai Glass Industries Public Company Limited; b. to repay loans of the Company in the 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. A form of capital increase is attached for your information. 6. Approve an amendment of Clause 4 (Registered capital of the Company) of the Memorandum of Association 7. Approve the allocation and offering of 101,062,500 new ordinary shares to existing shareholders whose names appear on the share register of the Company as of the closure date of the share register being 10 June 1998 at the ratio of 4 existing shares to 7 new shares at Baht 40 per share. 8. Set the dates for the Extraordinary General Meeting No. 1/1998 and the closure of the share register 8.1 The Extraordinary General Meeting No. 1/1998 should be held at 10.00 hours on 5 June 1998, at the Multi-purpose Meeting Room, 7th Floor, Berli Jucker House, 99 Soi Rubia, Sukhumvit 42 Road, Bangkok 10110 to consider the following agendas: a. to consider and approve the Minutes of the Annual General Meeting of the shareholders of 1998; b. to consider and approve the increase of the registered capital; c. to consider and approve the amendment of Clause 4 (Registered capital of the Company) of the Memorandum of Association; d. to consider and approve the allocation and offering of new ordinary shares; and e. to consider other businesses (if any). 8.2 The share register should be closed for determining the right of the shareholders to attend the Extraordinary General Meeting No. 1/1998 from 12.00 hours on 15 May 1998 until the Meeting is adjourned and to subscribe for new ordinary shares from 12.00 hours on 10 June 1998 until 16.30 hours on 12 June 1998. Please be informed accordingly. (..........................................) Dr. Adul Amatavivadhana President