AGM, increase the amount of B/E, Issue Debentures

ST.010/2006/0017 March 7, 2006 Subject : Report on Resolutions of the Board of Directors Meeting No. 1/2006 To : Directors and Manager of the Stock Exchange of Thailand Whereas the Board of Directors of Sino-Thai Engineering & Construction Public Company Limited (the "Company") convened the Board of Directors Meeting No. 1/2006 during 10.35 hours - 11.50 hours on March 7, 2006 at the Conference Room of the Company located at Sino-Thai Tower, 25th Floor, No. 32/55 Sukhumvit 21 Road (Soi Asoke), Kwaeng Klongtoey Nua, Khet Wattana, Bangkok Metropolis. 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, 2005 and to propose the same to the Annual General Meeting of Shareholders for approval. 2. Approval of the Balance Sheet and Profit and Loss Statement of the Company for the fiscal period ending December 31, 2005 which were audited by the Company's auditor and to propose the same to the Annual General Meeting of Shareholders for approval. 3. Approval of the appropriation of statutory reserve amounting to Baht 103,038,015 (One Hundred and Three Million Thirty Eight Thousand and Fifteen Baht) and the declaration of dividend payment for 2005 at the rate of 23 Satang (Twenty Three Satang) per share, to the Company's shareholders and to propose the same to the Annual General Meeting of Shareholders for approval. 4. Acknowledgment that Mr. Chavarat Charnvirakul, Police General Sanong Wattanavrangkul, and Mr. Thanathip Vidhayasirinun will retire as directors by rotation at the Annual General Meeting of Shareholders. The Board then proposed that the shareholders should consider reappointing such retiring directors as directors of the Company for an additional term. 5. Resolved to approve and propose to the Annual General Meeting of Shareholders that Mr. Narong Puntawong C.P.A. License No. 3315 and/or Mr. Ruth Chaowanagawi C.P.A. License No. 3247 and/or Mr. Suphachai Panyawatano C.P.A License No. 3930, all of Ernst & Young Office Limited as auditors of the Company for 2006. The auditor remuneration for the year 2006 is Baht 1,280,000 (One Million Two Hundred and Eighty Thousand Baht). 6. Proposal that the shareholders meeting consider fixing the remuneration of the Board of Directors and Audit Committee for 2006 as follows: Directors' meeting fee 1. The Board of Directors - For the Chairman of the Board of Directors amounting to 40,000 Baht/meeting - For each Director amounting to 20,000 Baht/meeting 2. The Audit Committee - For the Chairman of the Audit Committee amounting to 40,000 Baht/meeting - For each Audit Committee amounting to 20,000 Baht/meeting Board of Directors' Annual Remuneration 1. For the Chairman of the Board of Directors amounting to 400,000 Baht/year 2. For the Chairman of the Audit Committee amounting to 400,000 Baht/year 3. For each Director amounting to 200,000 Baht/year 7. Approval of the increase of the highest amount of short term bills of exchange by issuance and to sell in general from the existing highest amount of not exceeding Baht 1,000,000,000 (One Billion Baht) to the new highest amount of Baht 2,000,000,000 (Two Billion Baht). The funds received will be used as working capital and reserve for the due of existing bills of exchange. The bills of exchange will be offered to general investors according to the regulations of the Securities and Exchange Commission. The bills of exchange can be issued either all at once and in one lot for the full total amount and/or various lots. The Executive Committee and/or Mr. Vallop Rungkijvorasathien, the Managing Director are authorized to proceed with the issuance and offering of bills of exchange such as the amount, interest rate, maturity, the issuance date and the redemption date including to conduct necessary actions which are connected to the issuance and offering of the bills of exchange in order to comply with the regulations of the Securities and Exchange of Commission. 8. Approval of the issuance and offering of debentures and to propose the same to the Annual General Meeting of Shareholders for consideration and approval. The details are as follows: 1. Type of debentures: Subordinated or non-subordinated debentures which will repay the principal by installments or in one time, with and/or without security, with or without a trustee, depending upon market conditions at the time of each issuance and offering of the debentures. 2. Amount and Currency: not exceeding Baht 3,000,000,000 (Three Billion Baht) within 3 years. 3. Offering: To be offered domestically to the public, and/or institutional investors, and/or specific investors according to the law and related regulations. The debentures can be issued either all at once and in one lot for the full total amount and/or various lots. 4. Interest Rate: Depending upon market conditions at the time of each issuance and offering of the debentures. 5. Maturity: Not exceeding 7 years from the issuing date. 6. Objectives: The fund received will be used as working capital and for expanding the Company's business operations and the repayment part of short term loans. 7. Authorization: The Executive Committee and/or Mr. Vallop Rungkijvorasathien, the President are empowered and authorized to determine the details and terms of the issuance of debentures depending upon market and financial conditions at the time of the issuance and offering of the debentures. 9. Convening the Annual General Meeting of Shareholders No. 12/2006 and to close the Company's share register book as follows: 9.1 The Annual General Meeting of Shareholders No. 12/2006 will be convened at 10.30 hours, on April 28, 2006, at the Conference Room of Sino-Thai Engineering & Construction Public Company Limited Sino-Thai Tower, 30th Floor, No. 32/60 Sukhumvit 21 Road (Soi Asoke), Kwaeng Klongtoey Nua, Khet Wattana, Bangkok Metropolis. The matters to be transacted at the meeting are:- (1) To approve the Minutes of the Annual General Meeting of Shareholders No. 11/2005 and the Minutes of the Extraordinary Meeting of Shareholders No. 1/2005; (2) To consider the Board of Directors' report on the Company's Operating Results for the year ending as of December 31, 2005 and the Annual Report for 2005; (3) To consider the Balance Sheet and Profit and Loss Statements for the fiscal period ending December 31, 2005; (4) To consider the appropriation of profit and declaration of dividends payment for 2005; (5) To consider the appointment of new directors in place of those retiring by rotation; (6) To consider the appointment of the Company's Auditor for 2006 and fixing of auditor's remuneration; (7) To consider fixing the Remuneration of Directors and Audit Committee for 2006; (8) To consider the issuance of debentures; (9) Other business (if any). 9.2 To determine which shareholders are eligible to attend the shareholders meeting and to obtain the dividends, the Company will close the Share Register Book on April 7, 2006 at 12.00 hours until the meeting is adjourned. The Company provides this information for your acknowledgment and dissemination to the public and other investors. Sincerely yours, Sino-Thai Engineering & Construction Plc. (Mr. Vallop Rungkijvorasathien) President