25 มีนาคม 2547

Resolutions of the OGM of Shareholders No. 12

24 March 2004 The President The Stock Exchange of Thailand 17th Floor, The Stock Exchange of Thailand Building 62 Rachadapisek Road, Klongtoey Bangkok Dear Sir, Re: Reports on Resolutions of the Ordinary General Meeting of Shareholders No. 12 The Ordinary General Meeting of Shareholders of Berli Jucker Public Company Limited No. 12 held on 24 March 2004 passed the following resolutions: 1. That to adopt the Minutes of the Ordinary General Meeting of Shareholders No. 11 held on 29 April 2003. 2. That to acknowledge the Company's Annual Report and the Board of Directors' Report on the Company's operations for 2003. 3. That to approve the Company's Financial Statements, Balance Sheet and Statement of Income for the year ended 31 December 2003. 4. That to approve the dividend payment based on the Company's operations for 2003 at the rate of Baht 3.80 per share. The Company had paid the interim dividend of Baht 1.20 per share on 5 September 2003; there remains the year-end dividend of Baht 2.60 per share which will be paid on 12 April 2004. 5. That to approve the election of Mr. Narong Srisa-an, Mr. Sithichai Chaikriangkrai, Mr. Thapana Sirivadhanabhakdi, Mr. Sompoth Kosum and Mr. Weerawong Chittmittrapap, the Directors who retired by rotation as the Company's Directors for another term. 6. That to approve the fixing of remuneration for Directors and Audit Committee Members at the total amount not exceeding Baht 15,000,000 per year and authorize the Chairman to have the right for remunerative allocation to each Director on the basis of duty and responsibility. 7. That to approve the appointment of Mr. Nirand Lilamethwat CPA Registration No. 2316 or Mr. Supot Singhasaneh CPA Registration No. 2826 or Mr. Thirdthong Thepmongkorn CPA Registration No. 3787 or Mrs. Wilai Buranakittisopon CPA Registration No. 3920 of KPMG Phoomchai Audit Limited as the Company's Auditors for 2004 by any one of those is empowered to conduct an audit and express an opinion on the Company's annual financial statements with the annual audit fee of Baht 640,000 and quarterly review fee of Baht 990,000 totaling Baht 1,630,000. 8. That to approve the amendment of the Company's Articles of Association Chapter 10 Others, by adding Article 57 as follows: "57) In case the Company or its subsidiaries decides to enter into connected transactions or transactions concerning acquisitions or dispositions of assets of the Company or its subsidiaries pursuant to the definitions as stipulated in the notifications of the Stock Exchange of Thailand governing Connected Transactions of Listed Companies or Acquisitions or Dispositions of Assets of Listed Companies, as the case may be, the Company shall comply with the Rules and Procedures prescribed in the respective aforementioned notifications." 9. That to ratify the investments in acquisition of shares in T.C.C. Technology Company Limited for 6,120,000 shares at Baht 10 per share, totaling Baht 61,200,000; Berli Jucker Cellox Limited for 3,080,913 shares at Baht 25 per share, being Baht 77,022,825 and Berli Prospack Company Limited for 714,178 shares at Baht 135 per share, being Baht 96,414,030. Please be informed accordingly. Yours faithfully, Berli Jucker Public Company Limited Thirasakdi Nathikanchanalab Sompoth Kosum Authorized Director Authorized Director