22 เมษายน 2548

Inform of Resolutions Adopted of the 38th AGM of Shareholder

(Translation) No. 027/2005 April 21, 2005 Re: Inform of Resolutions Adopted of the 38th 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 21st, 2005 are as follows: 1. Approval of the minutes of 37th AGM of Shareholders held on April 23, 2004. 2. Approval of the Annual Report and Director's Report for the year 2004. 3. Approval of the Balance Sheet and the Profit and Loss Account of the Company for the fiscal year ending December 31, 2004. 4. Approval of the payment of final dividend for fiscal year ended December 31, 2004 will be Baht 0.19 per share, payable on May 18, 2005. And acknowledgement of the payment of interim dividend to shareholders at Baht 0.16 per share on September 10, 2004. The total dividend, including the interim dividend, paid in the past fiscal year will be Baht 0.35 per share. 5. Approval of the amendment to Clause 3 of the Memorandum of Association of the Company in order to cover the Company's objectives including new business activities such as selling and maintenance of motorcycles, providing member card service, data-communicating networks and computer services and manufacture, package and sell of lubricating oil. 6. Approval of the re-appointment the directors whose tenure has ended, as follows: The director whose tenure has ended are as follows: Mr. Udom Chatiyanonda Chairman of Audit Committee Mr. Sara Lamsam Audit Committee Mr. Stephen H.Goodman Director The director being re-appointed are as follows: Mr. Udom Chatiyanonda Chairman of Audit Committee Mr. Sara Lamsam Audit Committee Mr. Stephen H.Goodman Director The Member of the new board of directors are: 1. Rear Admiral Mom Luang Usni Pramoj 2. Mr.James P. Kelly 3. Mr.Udom Chatiyanonda 4. Mr. Sara Lamsam 5. Mr. Tobias Brown 6. Mr.Yongyut Boonpektrakul 7. Mr.Prateep Saenghiranwathana 8. Mr.Pliu Mangkornkanok 9. Mr.Stephen H. Goodman 7.Approval of the remuneration of the directors for the year 2005 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.) 8. 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, 2005. The remuneration for the auditor is Baht 1,159,000.- Yours sincerely ( Mr. James P. Kelly ) Managing Director