etails of ESOP

Control Dilution = 4.7619% Impact on profit share Calculation based on net profit/loss if rights under the warrants in the whole Net Profit/Loss = Baht [ ] amount are exercised Earning per share = Baht [ ] Number of all issued shares = 270,00,000 shares (par value of 1 Baht) Earning per share after the exercise of rights under the warrants = Baht [ ] Earning Dilution = [ ]% Remark : The earning dilution cannot be calculated because the Company suffers loss. 13. Opinions of the board of directors and of the remuneration committee demonstrating the reasons, necessity and benefits to be derived by the Company from this allocation of warrants to the directors The Remuneration Committee is of the opinion that Mr. Daniel Michel Philiponet is knowledgeable, highly efficient, responsible, and experienced. He has contributed greatly to the Company and has worked to ensure the greatest possible benefit of the Company and retaining his services will assist in the Company to reach its targets. The award to be made to him will encourage Mr. Daniel Michel Philiponet to use his knowledge, capability and vision to manage and operate the Company efficiently on a long term basis under the business plan of the Company. The Remuneration Committee therefore, unanimously recommends the allocation of warrants to Mr. Daniel Michel Philiponet in an amount of 100% of all warrants issued and offered under the ESOP Plan 14. Rights of shareholders to express their objection to this issue and offer of warrants This issue and offer of warrants to directors of the Company must have been approved by shareholders of the Company with approving votes of no less than three-fourths of all shareholders present and entitled to votes, and the shareholders who object to the issue and offer shall not be more than 5 per cent of the total shareholders attend the meeting. In the case of an offer of the warrants to directors of the Company and/or subsidiary in the amount exceeding 5 per cent of the total amount of warrants to be offered, the shareholders must have approved such issue and offer of the warrants to the Company's directors individually, provided that approval resolution of the meeting shall have the individual approving votes of no less than three-fourths of all shareholders attending the meeting and entitled to vote, and the shareholders who object to the issue and offer shall not be more than 5 per cent of the total shareholders attend the meeting. 15. Independent directors under proxy attending the meeting and vote on behalf of shareholders 1. M.L. Usni Pramoj Independent Director 2. Mr. Udom Chatiyanonda Independent Director and/or Details with regard to names and history of the directors are contained in the attachment. 16.Other conditions The Board of Directors shall be empowered to consider the revision, amendment or cancellation of the rules, condition and details related to the warrants as may be appropriate so as to be in compliance with the applicable law and regulations. 17.Applicable law The warrants issued and offered to employees of the Company and Subsidiary shall be subject to the regulations, conditions, and rules under the Notification of the Securities and Exchange Commission No. KorJor. 36/2544 Re: Offer of Newly Issued Securities to Directors or Employees, dated 19 October 2001 (including amendments thereto), Revenue Code and any other relevant regulations.