February 27, 2009 Subject: BOD's Resolutions: dividend payment and Call AGM,Issurance of ESOP and WARRANT Attention : The President of the Stock Exchange of Thailand The Board of Directors of Tirathai Public Company Limited (TRT) resolved, in the Meeting No.1/2009 held on 26 February 2009 at 15.00 pm, TRT's Meeting Room, located at 516/1 Bangpoo Industrial Eastate, Tambon Prakekasa, Ampur Muang, Samutprakran, the following matters: 1. Approved the financial statement for the year ended 31 December 2008 will be proposed to the Annual General Meeting 2009 for further consideration and approval. 2. Approved the dividend payment for profit of the year 2008 at the rate of 1.01 Baht per share, totally 102,334,462.50 Baht or represent 50.18% of net profit after tax and legal reserve will be proposed to the Annual General Meeting 2009 for further consideration and approval. 3. Approved the appointment of 4 directors as proposed by the Nominating Committee to replace those retired from the office for another term as follows: Mr. Tongtaj Hongladarom, Mr. Sumpan Vongphan, Mr. Amporntat Poolcharoen, and Mr. Tai Chong Yih will be proposed to the Annual General Meeting 2009 for further consideration and approval. 4. Approved the director's remuneration for the year 2009 to be the same rate as last year but not exceeding 5 million Baht. The director's remuneration for the year 2008 will be proposed to the Annual General Meeting 2009 for further consideration and approval. 5. Approved the appointment of the auditor and the auditor remuneration for the year 2009. The Audit Committee considered and agreed to appoint AMT & Associates as the Company's auditor for the year 2009 as follows: 1. Mrs. Kasaree Narongdech CPA No. 76 2. Mrs. Nasaruk Sarojchanajeen CPA No. 4563 and also fixing the auditor's remuneration for the year 2009 at the rate of 1,092,500 Baht will be proposed to the Annual General Meeting 2009 for further consideration and approval. 6. Approved change in par value of TRT share from 2 Baht to 1 Baht per share, as a result, the number of ordinary share and its par value will be changed accordingly. The Company's issued and paid up share capital is equal to 202,642,500 Baht divided into 101,321,250 ordinary shares at par value of 2 Baht per share. As a consequence of changing par value to 1 Baht, the new registered capital will be equal to 202,642,500 Baht, dividing into 202,642,500 ordinary shares at par value of 1 Baht per share will be proposed to the Annual General Meeting 2009 for further consideration and approval. 7. Approved the amendment of Clause 4 of Company's Articles of Association in order to comply with the change in par value by canceling the existing wordings and replace with following wordings Clause 4. Registered capital 202,642,500 Baht (Two hundred and two million six hundred forty two thousand and five hundred Baht only) Divided into 202,642,500 Shares (Two hundred and two million six hundred forty two thousand and five hundred shares) Par Value 1 Baht (One Baht) Comprised of Ordinary Shares 202,642,500 Shares (Two hundred and two million six hundred forty two thousand and five hundred shares) Preferred Shares n/a 8. Approved the issuance and offering Warrants to directors and employees of the Company (ESOP) with a total amount of 10,132,000 units (Ten million one hundred and thirty two units) at 0.00 Baht per unit (Zero Baht) with exercise ratio 1 unit of warrant per 1 ordinary share at exercise price of 3.00 Baht (Three Baht), as per the details shown in Appendix 1 . The Board of Directors is empowered to determine and change conditions and other details of warrant as it may be appropriate. If there are any warrants which have not been exercised after its last exercise date, the Company will cancel the said warrant accordingly. It will therefore be proposed to shareholders for consideration and approval of issuance of ESOP's warrants at Annual General Meeting (AGM). 9. Approved the issuance and offering Warrant to the existing shareholders (TRT-W1) with a total amount of not exceeding 67,547,500 units (Sixty seven million five hundred forty seven thousand and five hundred) at ratio of 3 existing ordinary shares per 1 unit of warrant at exercise price of 3.00 Baht per 1 accommodated newly issued ordinary share, as per the details shown in Appendix 2 . The Board of Directors is empowered to determine and change conditions and other details of warrant as it may be appropriate. If there are any warrants which have not been exercised after its last exercise date, the Company will cancel the said warrant accordingly. It will therefore be proposed to shareholders for consideration and approval of issuance of TRT-W1's warrant at AGM accordingly will be proposed to the Annual General Meeting 2009 for further consideration and approval. 10. Approved an increased the Company's registered capital by issuing the new ordinary shares of 77,679,500 shares (Seventy seven million six hundred and seventy nine thousand and five hundred shares only) at par value of 1 Baht each, representing an increased in registered capital of 77,679,500 Baht on top of the existing registered capital of 202,642,500 Baht (Two hundred and two million six hundred forty two thousand and five hundred Baht only) at par value of 1 Baht each, resulting the registered capital being total of 280,322,000 Baht (Two hundred and eighty million three hundred twenty two thousand Baht only). It will therefore be proposed to shareholders for consideration and approval at AGM accordingly. 11. Approved to allocate , not exceeding, 77,679,500 newly issued ordinary shares (Seventy seven million six hundred seventy nine thousand and five hundred shares only) at par value of 1 Baht each (One Baht) as follows: 1) For the amount of, not exceeding 10,132,000 shares (Ten million one hundred and thirty two thousand shares only) to accommodate the ESOP's warrants. If it turns out that by the end of last exercise date, any warrants which have not been yet exercised with any reasons, resulting, the amount of the accommodated shares remains outstanding. The Board of Directors will, therefore, have its own judgment to consider the allocation of the outstanding balance of the said accommodated shares as it may be appropriate. 2) For the amount of, not exceeding 67,547,500 shares (Sixty seven million five hundred forty seven thousand and five hundred shares only) to accommodate the TRT-W1's warrants. . If it turns out that by the end of last exercise date, any warrants which have not been yet exercised with any reasons, resulting, the amount of the accommodated shares remains outstanding. The Board of Directors will, therefore, has its own judgment to consider the allocation of the outstanding balance of the said accommodated shares as it may be appropriate. will be proposed to the Annual General Meeting 2009 for further consideration and approval. 12. Approved the amendment of Clause 4 of Company's Articles of Association in order to comply with an increase in registered share capital by canceling the existing wordings and replace with following wordings Clause 4. Registered capital 280,322,000 Baht (Two hundred eighty million three hundred twenty two thousand Baht only) Divided into 280,322,000 Shares (Two hundred eighty million three hundred twenty two thousand shares only) Par Value 1 Baht (One Baht) Comprised of Ordinary Shares 280,322,000 Shares (Two hundred eighty million three hundred twenty two thousand Baht only) Preferred Shares n/a will be proposed to the Annual General Meeting 2009 for further consideration and approval. 13. Considered and approved the appointment of Nominating and Remuneration Committee for the purpose of allocation of ESOP's warrants to employees of the Company as follows: 1. Mr.Sumpan Vongphan 2. Mr.Charuvit Suanmalee 3. Mrs.Sunan Santichotinan 14. Approved the Annual General Meeting of Shareholders for the year 2009 to be called and held on 28th April 2009 at 10.00 hours at Dusitprincess Srinakarin, located at 53, Srinakarin Road, Khwang Nongbon, Khet privet, Bangkok. The meeting agendas are as follows: Agenda 1:Matters to be informed. Agenda 2:To consider approving the minutes of the Annual General Meeting of Shareholders for the year 2008. Agenda 3:To acknowledge the operation results for the year 2008. Agenda 4:To consider approving financial statement for the year ended 31 December 2008. Agenda 5:To consider approving the allocation of net profit for the year 2008 and dividend payment. Agenda 6:To consider the election of directors to replace those retiring by rotation. Agenda 7:To consider approving remuneration of directors for the year 2009. Agenda 8:To consider approving ad fixing of remuneration of auditor for the year 2009. Agenda 9:To consider change in par value of TRT share from 2 Baht to 1 Baht per share. Agenda 10:To consider approving the amendment of Clause 4 of Company's Articles of Association in order to comply with the change in par value. Agenda 11:To consider approving the issuance and offering Warrants to directors and employees of the Company (ESOP). Agenda 12:To consider approving the issuance and offering Warrants to the existing shareholders (TRT-W1). Agenda 13:To consider approving the increase in registered share capital. Agenda 14:To consider approving the allocation of newly issued ordinary shares to conform to the increase in registered share capital. Agenda 15:To consider approving the amendment of Clause 4 of Company's Articles of Association in order to comply with the increase in registered share capital. Agenda 16:To consider approving the Nominating and Remuneration Committee for the purpose of allocation of ESOP's warrants to employees of the Company Agenda 17:To consider any other business (if any)15. The record date for the eligible shareholders who have the right to attend AGM 2009 will be on 2nd April, 2009 and the book closing date for collecting the name of the shareholders according to Securities and Exchange Act section 225 will be on 3rd April 2009. 16. The record date for the eligible shareholders who have the right to receive the dividend will be on 14th May 2009 and the book closing date for collecting the name of the shareholders according to Securities and Exchange Act section 225 will be on 15th May 2009 and the dividend payment will be completed by 27th May 2009. Pleased be informed accordingly. (Mr.Upakrom Thaweephoke) Executive Committee and Company Secretary Appendix 1 Summary Details of Warrants for Ordinary Shares of Tirathai Public Company Limited (TRT), No.1 for Directors and employees under Employee Stock Ownership Plan (ESOP) Issuer:Tirathai Public Company Limited ("Company" or "TRT")Objectives and Necessities1. To motivate and to reward the Company's directors and employees who have contributed to the success of business in the past year. 2. To provide employees the opportunity to have shared ownership of the company. This is to reward and recognize them for their commitments, hardship, and dedication to the Company's success. 3. To motivate and to retain high performing employees, who have high level of competency and work performance that can contribute to the business in long run.Type of Security:Warrants for ordinary shares of Tirathai Public Company Limited that are issued for directors and employees under Employee Stock Ownership Plan (ESOP)Type of Warrants:Nominated and non-transferable, unless by inheritance or beneficiary transferNumber of Warrants in issuance and offering:10,132,000 units, to be offered to Company's directors and employeesNumber of new ordinary shares to be issued to accommodate the Warrants:10,132,000 newly issued ordinary shares of TRT (par value of THB 1.00 per share) to accommodate the ESOP's Warrants, and together with 67,547,500 newly issued shares of TRT to accommodate the existing shareholders' rights of Warrants no.1 (TRT-W1), totaling 77,679,500 shares (par value of THB 1.00 per share). As of 5th February 2008, TRT had 101,321,250 fully paid ordinary shares outstanding (par value of THB 2.00 per share). At this stage, the Company is in the process of seeking approval to change its par value from THB 2.00 per share to THB 1.00 per share (subject to approval from the General Shareholders' Meeting)Offering Price:-None- THB 0 per unitMaturity of Warrants:2 years from the date of issuance and offering of Warrants Exercise Price (THB per one ordinary share):Equal to the exercise price of the existing holders of Warrants for the Company's ordinary shares issuance No.1, which is equaled to THB 3.00 (par value of THB 1.00 per share)Exercise Ratio:1 unit of warrant has the right to purchase 1 unit of ordinary share (par value of THB 1.00 per share) (subject to change under the terms and condition of rights adjustment)Date of Issuance and Offering...2009 (to be announced by the Board of Directors)Exercise Date:The first time that the warrant holders can exercise their rights is on the last business day of December. Subsequent dates for exercising their rights will be on the last business day of June and December of the subsequent years throughout the warrant maturity period. The first exercise date will be on the last business day of December of the issuing year, which is on 30th December 2009Exercise Conditions and Period:(1) 1st Exercise Date 30th December 2009. The warrant holders are eligible to exercise no more than 25 percent of the Warrants allocated (2) 2nd Exercise Date 30th June 2010. The warrant holders are eligible to exercise no more than 50 percent of the Warrants allocated (3) 3rd Exercise Date 30th December 2010. The warrant holders are eligible to exercise no more than 75 of the Warrants allocated (4) 4th Exercise Date 30th June 2011. The warrant holders are eligible to exercise no more than 100 of the Warrants allocated (5) 5th Exercise Date Date.............2011 (To be announced by Board of Directors) The warrant holders are eligible to exercise no more than 100 of the Warrants allocated However, the remaining amounts of Warrants that are not exercised on an exercise date can be accumulated to the amount to be exercised in the next exercise date throughout the warrant maturity. The exception is in the case of passing the last exercise date that the Warrants holders will no longer be eligible to exercise the unexercised Warrants. The unexercised Warrants will be terminated.The Last Exercise Date:Date....2011 (subject to the approval from the Board of Directors). If the Last Exercise Date is not an official working day, the New Last Exercise Date will be moved to the last official working day prior to the Last Exercise Date mentioned hereunder.Registrar of Warrants:Tirathai Public Company Limited Secondary Market for Warrants:The company shall not list the Warrants on the Stock Exchange of Thailand (SET)Secondary Market for ordinary shares derived from the exercise of Warrants:The company shall list the ordinary shares that are derived from the exercise of the Warrants in the Stock Exchange of Thailand (SET)Detail of contact for the exercise of the Warrants :Accounting and Finance Department Tirathai Public Company Limited 516/1 Moo 4 (Bangpoo Industrial Estate) Sukhumvit Road Praeksa District, Muang Samutraprakarn 10280 Tel 0-2709-4499, 0-2323-0818, 0-2709-3237-8 Fax 0-2323-0910, 0-2709-3236Supporting evidence for subscription :1. Thai individual : Duly certified copy of identification card 2. Foreign individual : Duly certified copy of passport List of directors and management members who obtain the Warrants:Names of directors and management members who obtain the Warrants are as follow;NamePositionAmount of Warrants allocated (units)Percentage of total amount of Warrants issued (percent)1). Dr.Tongtaj HongladaromChairman of the Board / Independent Director240,000 2.37 2). Mr.Sumpan VongphanDirector / CEO497,500 4.91 3). Mr.Upakrom ThaweephokeDirector / Managing Director / Finance Account and Information Technology Department Manager437,500 4.32 4). Mr.Amporntat PoolcharoenDirector / Procurement and Transportation Department Manager370,000 3.65 5). Mr Charuvit SuanmaleeDirector / Managing Director / Production Department Manager437,500 4.32 6). Mr.Ouichai SiriwajanaDirector / Managing Director / Sales Department manager437,500 4.32 7). Mrs.Sunan SantichotinanDirector / Human Resource and Office Administration Department Manager370,000 3.65 8). Mr.Tai Chong YihDirector 120,000 1.18 9). Dr.Pisit LeeahthamIndependent Director / Head of Audit Committee 240,000 2.37 10). Dr.Rein BoondiskulchokIndependent Director / Audit Committee120,000 1.18 11). Mr.Teeravut SupaviriyakulIndependent Director / Audit Committee 120,000 1.18 12). Mr.Siriwat SripipatChairman of Executive Committee 135,000 1.33 13). Mr.Somsak KooarmornpattanaEngineering Department Manager 200,000 1.97 14). Mr.Yossagorn BurakamkovitVice President 150,000 1.48 15). Mr.Chumporn KoopipatVice President 200,000 1.97 Tota l4,075,000 40.22 Remark: The total number of Warrants issued and offered at this period is 10,132,000 units. No individual director or management team member obtains higher than 5 percent of total warrant issued and offered at this period. Impacts to Shareholders:In considering the impacts to shareholders, there are 5 cases of impacts Case 1 Directors and employees exercise the rights to purchase company ordinary shares issuance No.1 in full amount Case 2 The existing shareholders exercise their rights to purchase company's ordinary shares issuance No.1 in full amount (Besides the issuance and offering of Warrants for directors and employees, the company also issues and offers Warrants to the existing shareholders (RO)) Case 3 Other individuals who are not the existing shareholders exercise the rights to purchase company's ordinary shares issuance No.1 in full amount (Besides the issuance and offering of Warrants for directors and employees, the company also issues and offers Warrants to the existing shareholders (RO)) Case 4 Directors and employees exercise the rights to purchase company's ordinary shares issuance No.1 in full amount, and existing shareholders also exercise their rights to purchase company's ordinary shares issuance No.1 in full amount. (Besides the issuance and offering of Warrants for directors and employees, the company also issues and offers Warrants to the existing shareholders (RO)) Case 5 Directors and employees exercise the rights to purchase ordinary shares issuance No.1 in full amount and other individuals who are not the existing shareholders also exercise their rights to purchase ordinary shares issuance No.1 in full amount. (Besides the issuance and offering of Warrants for directors and employees, the company also issues and offers Warrants to the existing shareholders (RO)) CaseImpacts to ShareholdersDecreasing in the rights to vote of the existing shareholders (Dilution Effect) does not exceed(percent)Decreasing in profit sharing (EPS Dilution) does not exceed (percent)Decreasing in share price (Price Dilution) does not exceed (percent)Case 1 (ESOP holders exercise the rights)4.76 4.76 1.61 Case 2 (RO Existing shareholders exercise the rights)0.00 25.00 8.45 Case 3 (RO Other individuals exercise the rights) 25.00 25.00 8.45 Case 4 (ESOP and existing shareholders exercise the rights)4.76 27.71 9.37 Case 5 (ESOP and Other individuals exercise the rights)27.71 27.71 9.37 Appendix 2 Summary Details of Warrants to purchase ordinary shares of Tirathai Public Company Limited (TRT) No.1 (TRT-W1) for the existing shareholders Issuer:Tirathai Public company Limited ("Company" or "TRT")Type of Security:Warrants for ordinary shares of Tirathai Public Company Limited number 1, offered to the existing shareholders ("Warrants" or "TRT-W1")Type of Warrants:Nominated and transferableNumber of Warrants in issuance and offering:Not exceeding 67,547,500 unitsNumber of new ordinary shares to be issued to accommodate the Warrants:67,547,500 newly issued ordinary shares of TRT to accommodate the exercise rights of Warrants no.1 (TRT-W1), together with 10,132,000 newly issued ordinary shares of TRT to accommodate the ESOP's Warrants, totaling 77,679,500 shares (par value of THB 1.00 per share). As of 5th of February 2008, TRT had a total of 101,321,250 fully paid ordinary shares outstanding (par value of THB 2.00 per share). At this stage, the Company is in the process of seeking approval to change its par value from THB 2.00 per share to THB 1.00 per share (subject to approval from the General Shareholders' Meeting)Offering Method:Offer to the existing shareholders of the Company, whose names appear on the shares registered book at the closing date of 2009 (to be announced by the Board of Directors), and at the ratio of 3 ordinary shares to 1 unit of warrant (any fraction from the calculation will be disregarded)Offering Price:-None-THB 0 per unitDate of Issuance and Offering:Date 2009 (to be announced by The Board of Directors)Maturity Period of Warrants:2 years from the date of issuance and offering Warrants Exercise Ratio:1 unit of warrant has the right to purchase 1 unit of ordinary share (par value of THB 1.00 per share) (subject to change under the terms and condition of rights adjustment)Exercise Price:THB 3.00 : 1 new ordinary share (par value of THB 1.00 per share) (subject to change under the terms and (more)