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 units) at 0.00 Baht per unit (Zero Baht) 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