Report on the appropriation of profit and dividends

ST 010/2004/0010 10th March, 2004 Subject : Report on Resolutions of the Board of Directors Meeting No. 1/2004 To : Directors and Manager of the Stock Exchange of Thailand Whereas the Board of Directors of Sino-Thai Engineering & Construction Public Company Limited convened the Board of Directors Meeting No. 1/2004 during 10.45 hours - 12.05 hours on March 10, 2004. The Company would like to report the resolutions adopted at the said meeting as follows: 1. Approval of the Board of Directors' report on the Company's Operating Results for the year ending December 31, 2003 and to propose the same to the Annual General Meeting of Shareholders for consideration. 2. Approval of the Balance Sheet and Profit and Loss Statement for the fiscal period ending December 31, 2003 and to propose the same to the Annual General Meeting of Shareholders for approval. 3. Approval of the appropriation of profit and declaration of dividends payment for 2003 at the rate of Baht 0.30 per share to the Company' s shareholders and to propose the same the Annual General Meeting of Shareholders for approval. 4. Approval of the appointment of new directors in place of those retiring by rotation and to appoint an additional new director of the Company as follows: (a) To propose to the shareholders at the Annual General Meeting of Shareholders the name of directors namely, Mrs. Tassanee Charnvirakul, Mr. Chamni Janchai, Police Major General Jate Mongkolhutthi and Dr. Chaipol Horungruang who will retire as directors by rotation for re-appointment such persons as the Company's directors for an additional term; (b) To propose to the shareholders at the Annual General Meeting of Shareholders the name of Audit Committee namely, Mr. Chamni Janchai,Police Major General Jate Mongkolhutthi and Dr. Chaipol Horungruang for re-appointment as the Audit Committee for an additional term; (c) To propose to the shareholders at the Annual General Meeting of Shareholders the name of Dr.Chumphol Pornprapa for appointment as the additional new director of the Company. 5. The appointment of Mr. Narong Puntawong C.P.A. License No. 3315 and/or Mr.Ruth Chaowanagawi C.P.A. License No. 3247 and/or Mr. Suphachai Panyawattano C.P.A. License No. 3930, all of Ernst & Young Office Limited as auditors of the Company for 2004 and the remuneration of the auditor will be submitted to the Annual General Meeting of Shareholders for consideration. 6. Proposal that the Annual General Meeting of Shareholders consider fixing the remuneration of the Directors and Audit Committee for 2004. 7. Convening the Annual General Meeting of Shareholders No. 10/2004 and to close the Company's share register book in order to determine which shareholders are eligible to attend the shareholders meeting and to receive the dividend as follows: 7.1 The Annual General Meeting of Shareholders No. 10/2004 will be convened at 15.00 hours on April 27, 2004, at the Company's conference room No. 32/59-60 Sino-Thai Tower, 30th Floor, Sukhumvit 21 Road (Soi Asoke), Kwaeng Klongtoey Nua, Khet Wattana, Bangkok. The matters to be transacted at the meeting are:- (1)To approve the Minutes of the Annual General Meeting of Shareholders No. 9/2003 and the Extraordinary Meeting of Shareholders No. 1/2003; (2)To approve the Board of Directors' report on the Company's Operating Results for the year ending as of December 31, 2003 and the Annual Report for 2003; (3)To consider the Balance Sheet and Profit and Loss Statements for the fiscal period ending December 31, 2003; (4)To consider the appropriation of profit and declaration of dividends payment for 2003; (5)To consider the appointment of new directors in place of those retiring by rotation and to appoint an additional new director of the Company; (6)To consider the appointment of the Company's Auditor for 2004 and fixing of the auditor's remuneration; (7)To consider fixing the Remuneration of Directors and Audit Committee for 2004; (8)Other business (if any). 7.2 To determine which shareholders are eligible to attend the shareholders meeting and to receive the dividend, the Company will close the Share Register Book on April 7, 2004 at 12.00 hours until the meeting is adjourned. It is therefore, informed for your acknowledgment and dissemination to the public and other investors. Sincerely yours, Sino-Thai Engineering & Construction Plc. (Mr. Anutin Charnvirakul) President