Resolution Passed at Shareholders' Meetings (AGM no. 37)

(Translation) No. 020/2004 April 23, 2004 Re: Inform of Resolutions Adopted of the 37th AGM of Shareholder To: President The Stock Exchange of Thailand Singer Thailand Public Company Limited would like to report on the resolutions made at the shareholder's ordinary general meeting held on April 23rd, 2004 are as follows: 1. Approval of the minutes of 36th AGM of Shareholders held on April 23, 2003. 2. Approval of the annual Report and directors' report for the year 2003. 3. Approval of the Balance Sheet and the Profit and Loss Account of the Company for the fiscal year ending December 31, 2003. 4. Approval of the payment of final dividend for fiscal year ended December 31, 2003 will be Baht 3.40 per share, payable on May 19, 2004. 5. Approval of the amendment of the par value of the Company's shares from Baht 10 (Ten) per share to Baht 1 (One) per share and amendment to Clause 4 of the Memorandum of Association of the Company to read as follows: Clause 4. Registered capital: 270,000,000 baht divided into 270,000,000 shares of the par value of 1 baht each Classified into: Ordinary shares:270,000,000 shares Preferred shares: - shares 6. Approval of the amendments to the Articles of Association of the Company so as to comply with the Notification of the Board of Governors of the Stock Exchange of Thailand re: disclosure of information and actions of listed companies with respect to their connected transactions is as follows:- Article 3. Unless otherwise stipulated herein, the provisions of the law on public limited companies shall apply. The Company shall comply with the regulations, notifications, orders and requirements of the Stock Exchange of Thailand, as well as the requirements on disclosure of connected transactions and acquisition and disposal of the assets of the Company or of its subsidiary so long as the Company's shares are listed on the Stock Exchange of Thailand. In case of contradiction between any provision hereof and the Stock Exchange of Thailand's regulations, notifications, orders or requirements referred to in paragraph two, the latter shall prevail. 7. Approval of the re-appointment the directors whose tenure has ended, as follows: 7.1 The director whose tenure has ended are as follows: M.L. Usni Pramoj Chairman of the board Mr. Pliu Mangkornkanok Audit Committee Mr. Yongyut Boonpektrakul Director 7.2 The director being re-appointed are as follows: M.L. Usni Pramoj Chairman of the board Mr. Pliu Mangkornkanok Audit Committee Mr. Yongyut Boonpektrakul Director The Member of the new board of directors are: Rear Admiral Mom Luang Usni Pramoj Mr. James P. Kelly Mr. Udom Chatiyanonda Mr. Pliu Mangkornkanok Mr. Sara Lamsam Mr. Yongyut Boonpektrakul Mr. Prateep Saenghiranwathana Mr. Stephen H. Goodman Mr. Tobias Brown 8. Approval of the remuneration of the directors for the year 2004 as follows: the Board of Directors will receive a remuneration of Baht 1,025,000 per year and the Audit Committee will receive a remuneration of Baht 325,000 per year. (Directors who are in the Company's Management will not receive this remuneration.) 9. Approval of the appointment of KPMG Phoomchai Audit Ltd. to be the Company's Auditor whereby any of both auditors: 1. Mr. Nirand Lilamethwat CPA no. 2316 2. Mr. Supot Singhasaneh CPA no. 2826 3. Mr. Santi Pongjareanpit CPA no. 4623 Those mentioned above are the auditors of the Company for the fiscal year ended December 31, 2004. The remuneration for the auditor is Baht 990,000.- Yours sincerely 2 D:\AGM\Resolu-AGM-E.doc