Board Resolution For Divident Payment, fix AGM Date

24 May 2005


Subject :To report the resolutions of the Board of Directors' Meeting No. 2/2005

To : Managing Director
     The Stock Exchange of Thailand


The Meeting of the Board of Directors of Polyplex (Thailand) Public Company
Limited (the Company) No. 2/2005 held at 6.00 pm on 20 May 2005, has resolved
as follows:

1.      That the report on the Company's operating results  be acknowledged
2.      That the Company's audited balance sheet and the profit and loss
statements for the year ended 31 March 2005 which had been audited by the
certified public accountant and reviewed by the Audit Committee be approved.

3.      In connection with the various projects of the Company / its
subsidiary company:
        1.      that the progress of the Turkey project be reviewed and the
revised scope of project being inclusion of the Metallizer project at a cost
of Euro 1.78 million as also the revised investment plan whereby the Company
would be required to enhance its investment in the project by about US$ 0.65
million be approved.
        2.      that the proposal for setting up a backward integration project
for manufacture of Pet Chips in Turkey which would be in line with its long
term plans of having a captive raw material availability at each location
and improve the margins of the Turkey operations be approved in principle.
        3.      that the sanction letters received from Siam City Bank and Thai
Military Bank of Euro 7 million each of long term loan to part-finance the
investment from the Company into the Turkey project be approved.
        4.      that the draft transfer pricing policy for sale of which surplus
Pet Chips production of the company to its 100% subsidiary in Turkey reviewed
and approved by the Audited Committee, be approved and either of Mr. Sanjiv
Saraf or Mr. Pranay Kothari or Mr. Manish Gupta be authorised to implement
any changes in the policy based on recommendations from consultants / experts/
auditors.

4.      That the proposed investment in a distribution company for the
North American market of up to US$ 800,000 for the initial equity for 80%
of the total issued share of the distribution company as also investment up
to US$ 2 million in the working capital of the distribution company be approved.
The Board was informed that the investment would help the company service the
North American better, improve market share and access and integrate the
operations more effectively.

5.      That, (i) the appropriation of Baht 36.10 million as legal reserve,
 (ii) the dividend payment to the Company's shareholders whose names appear on
the share register as of 8 July 2005 at 12.00 noon at the rate of Baht 0.35 per
share, and (iii) the dividend payment schedule by 10 August 2005, be approved.

6.      That the re-appointment of  Mr. Pranay Kothari, Mr. Shiraz Erach
Poonevala, and Mr. Manish Gupta who would retire by rotation as the directors
for another term and the Audit Committee remuneration for 2005 of Baht 10,000
per person per meeting attendance, be approved.

7.      That the appointment of Mr. Vichien Thamtrakul, Certified Public
Accountant No. 3183 or Mr. Vairoj Jindamaneepitak, Certified Public Accountant
 No. 3565 of KPMG Phoomchai Audit Ltd. to be the auditors of the Company, be
approved. The remuneration of the auditors for the next financial year was
under discussion and would be finalized and submitted to the shareholders for
approval.

8.      That the 2005 Annual General Meeting of Shareholders will be held on
 28 July 2005, at 10.30 a.m. at Hotel Rembrandt, Sukhumvit Soi 18, Bangkok, to
consider the following agenda:

            1.To certify the Minutes of the Extraordinary General Meeting of
Shareholders No. 1/2004 dated 2 September 2004
            2.To acknowledge the report on the Company's operating results and
to approve the Directors' Report.
            3.To consider and approve the Company's audited balance sheet and
profit and loss statements for the year ended 31 March 2005
            4.To consider and approve the distribution of dividends and
appropriation of the profit as the legal reserve
            5.To consider and approve the appointment of directors to replace
 those retired by rotation and to determine their remuneration.
            6.To consider and approve the appointment of auditors and their
remuneration
            7.To consider any other business (if any)

9.      That the share register book be closed from 8 July 2005 at 12:00
noon until the conclusion of the Annual General Meeting of Shareholders in order
to determine the shareholders' entitlement to attend the 2005 Annual General
Meeting of Shareholder and to receive dividends.

Yours faithfully,
Polyplex (Thailand) Public Company Limited



(MANISH GUPTA)
Authorized Signatory