Board Approved for Expansion in Turkey

30 October 2006

Subject : To report the resolutions of the Board of Directors' Meeting No. 4/2006 and additional investment in its subsidiary

To : Managing Director The Stock Exchange of Thailand

The Meeting of the Board of Directors of Polyplex (Thailand) Public Company Limited (the Company) No. 4/2006 held at 11.30 a.m. to 1.30 p.m. on 30 October 2006 has resolved as follows:

1. That the report on the Company's operating results for the quarter ended 30 September 2006 be acknowledged.

2. That the Company's balance sheet and the profit and loss statements for the quarter ended 30 September 2006 which had been reviewed by the certified public accountant and reviewed by the Audit Committee be approved.

3. That the investment of a maximum of USD 30.10 million by the company to part-finance the project to set up an additional thin Pet film line in its subsidiary company in Turkey be approved.

Yours faithfully,

Polyplex (Thailand) Public Company Limited

(Mr.Manish Gupta)
Directors

Information Memorandum on Acquisition or Disposition of Assets of Polyplex (Thailand) Public Company Limited

The Meeting of Board of Directors No. 4/2006 of Polyplex (Thailand) Public Company Limited (the Company) held on 30th October, 2006 resolved to expand the production capacity in Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim Sirketi (PE). PE will invest in an additional state of the art 8.7 metre wide thin pet film line with an installed capacity of 24,000 tons pr annum. The product range from the new line would be thin film in the range of 10-50 micron thickness with capability for several value added products like coated films, co-extruded films, Hot Stamping applications , Heat Sealable films, Direct Embossable films and Clear Films etc (the Project). The total cost of the Project is about USD 50 million (equivalent to Baht 1,880 million)* which comprising the capital cost (e.g. site development, civil construction cost, equipment cost) of USD 42 million (equivalent to Baht 1,580 million) and working capital of USD 8 million (equivalent to Baht 300 million).

To implement the Project, PE will use the funds of a maximum of USD 30.10 million (equivalent to Baht 1,130 million) which is received from the Company through the subscription of shares in Polyplex (Singapore) Pte. Ltd. (PSPL), the Company's fully owned subsidiary. PE will fund the balance of the Project of a minimum of USD 19.90 million (equivalent to Baht 750 million) by loans from the Banks / financial institutions for which negotiations are in progress. In case the loans obtained by PE are more than USD 19.90 million, then the investment from PTL via PSPL would reduce accordingly. The Company may be required to provide a guarantee for the all or part of the loans obtained by PE.

The Company will invest in the Project upto an amount of USD 30.10 million by subscribing to the preference share capital in PSPL. PSPL will use that money to fund the project by subscription of shares in PE or granting interest free loans to PE.

However, the Company is required to disclose the information memorandum relating to acquisition of asset under the notification of the Stock Exchange of Thailand regarding rules, procedures and disclosure of information relating to acquisition or disposition of assets of listed companies B.E. 2547 (2004) dated 29 October 2004 (Regulation Concerning Acquisition and Disposition of Substantial Assets) as follows:

1. Details of Acquisition of Asset

(A) Date/Month/Year of Transaction

PE will acquire the asset by using the funds received from the Company through the subscription of shares in PSPL over the implementation period of about 18 months starting from November, 2006 to May, 2008.

The Company will subscribe to the preference shares in PSPL in instalments during the project implementation period based on approvals from the Board of Directors of PSPL for each allotment.

(B) Parties and Relationship with the Listed Company The acquisition of asset by PE will use the funds invested by the Company in PSPL. The parties related to the transaction are as follows: Purchaser: PE Sellers: Third parties (suppliers)

(C) Nature of Transaction PE will use the funds received from PSPL (maximum USD 30.10 million) and the loan obtained from the financial institutions (minimum USD 19.90 million) for site development and civil constriction cost, process equipment, utilities, engineering costs, power generation facility etc and working capital.

To implement the Project, the Company will increase the paid up capital by a maximum of USD 30.10 million in PSPL by subscribing to a maximum of 107,500 preference shares, at a issue price of USD 280 (equivalent to Baht 10,530) per share. Then, PSPL will use the subscription money to fund the Project by subscription of newly issued shares in PE or giving interest free loans to PE. The current issued and paid up capital of PSPL stands at USD 33.48 million (equivalent to Baht 1,260 million) which is expected to go up to a maximum of USD 41.40 million (equivalent to Baht 1,560 million) as per existing investment plans for projects already implemented / under implementation in PE. After completion of the proposed capital increase by PTL in PSPL, the total paid up capital in PSPL will be a maximum of USD 71.50 million (equivalent to Baht 2,690 million). The Company currently own 100% shares in PSPL.

The investment made by the Company through acquiring shares in PSPL will be used for acquisition of asset by PE and is considered as acquisition of asset pursuant to the Regulation Concerning Acquisition or Disposal of Substantial Assets. The calculation of the size of this transaction is more than 15% but less than 50% of the Company's total assets. Thus, the Company is required to prepare a report and disclose to the SET a summary of information memorandum in accordance with List 1 and send a summary of information memorandum in accordance with List 2 to shareholders within 21 days from the date on which this transaction is disclosed to the SET. No shareholders' approval is required for this transaction.

(D) Details of Acquired Assets

(1) Acquisition of asset by PE

List of Asset Budgeted Value
Buildings $ 3.70 million (equivalent to Baht 140 Mn)
Machinery & Equipment$ 34.00 million (equivalent to Baht 1,280 Mn)
Engineering Fees / Preoperative Exp $ 1.60 million (equivalent to Baht 60 Mn)
Contingencies $ 2.70 million (equivalent to Baht 100 Mn)
Working Capital $ 8.00 million (equivalent to Baht 300 Mn)
Total $ 50.00 million (equivalent to Baht 1,880 Mn)

(2) Capital Increase in PSPL

Name of Business : Polyplex (Singapore) Pte. Ltd. (PSPL),

Nature of Business : PSPL is an investment holding company established under Singapore Law to invest in the PET film business in Turkey.

Capital Structure : As of 30 September 2006, PSPL's registered capital was USD 4 million (equivalent to Baht 150 million) consisting of 100,000 ordinary shares of a par value of USD 10 (equivalent to Baht 376) each and 300,000 preference shares of a par value of USD 10 each. The current paid-up capital (before capital increase by PTL) is USD 33.48 million, divided into 100,000 ordinary shares issued at par value of USD 10 each and 116,000 preference shares at the issue price of USD 280 per share. This would go up to a maximum of USD 41.40 million after completion of the existing projects under implementation in PE. After completion of the proposed capital increase by PTL, the total paid up capital will be a maximum of USD 71.50 million. The Company own 100% of the issued shares in PSPL.

Board of Directors : As of 30 September 2006, PSPL's Board of Directors consisted of 5 members as follows:

1. Sanjiv Saraf
2. Pranay Kothari
3. Manish Gupta
4. Navin Jatia
5. William Mok Peng Kay

(E) Total Value of Consideration
Total value of consideration is not exceeding USD 50 million (equivalent to Baht 1,880 million).

(F) Value of Acquired Assets
The total value of the asset in PE is approximately USD 50 million (equivalent to Baht 1,880 million).

(G) The basis used to determine the value of consideration
Asset acquired by PE : Contract price

(H) Expected Benefit

(1) The Project would be instrumental in improving the cost structure of the PE facility as a whole due to economies on various fronts - both on the project side and operational side since this would be an almost identical line:

- Comparable project cost would be lower than the first line due to lower design/engineering costs, availability of existing land/other infrastructure, spare capacity for some utilities, lower manpower costs due to availability of existing operations team and benefits of past learning.

- Operationally, the fixed costs especially salary and administrative overheads would decline significantly on a per unit basis as the additional costs would be a fraction of the existing levels.

- There would be synergies and savings in inventory for spares and other maintenance costs.

(2) The additional line would help improve the utilization of the captive pet resin facility whereby the available capacity should be almost self-sufficient for both the lines. This will optimize the input costs and would be a major impetus to the cost competitiveness of the unit.

(3) The key markets for the additional line would be its existing markets of EU, East and Central Europe, CIS republics, Turkey, Middle East and North Africa. The key competition in most of these markets is with local high cost producers with increasing import dependence in line with slowly growing markets and insignificant capacity expansions in the past. The company would be well placed to take advantage of its proximity to these markets to compete effectively with both local and import supplies.

(I) Source of Funds

(1) Acquisition of Asset by PE
PE will pay the price of acquired asset through the equity or loans from PSPL and loans from the Banks / financial institutions taken directly in Turkey.

(2) Capital Increase in PSPL
The Company will pay the consideration for shares in PSPL through internal cash generations of the Company and long term loans from the banks. The Company would therefore have sufficient working capital to carry on its other business activities.

(J) Opinion of the Company's Board of Directors and Audit Committee
The Audit Committee and the Board of Directors are of the opinion that the entry into this transaction is reasonable and will be enable the Company and PE to increase its customer base and business operation.

Yours faithfully,

Polyplex (Thailand) Public Company Limited

[Manish Gupta]