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1 -Translation- Minutes of the Extraordinary General Meeting of the Shareholders No. 1/2008 of G Steel Public Company Limited Held on Wednesday the 19 th day of March 2008 At Arnoma 3 Room of Arnoma Hotel No. 99, Rajdamri Road, Kwaeng Lumpini, Khet Pathumwan, Bangkok Attending directors: 1. Mr. Vijit Supinit Chairman of the Board 2. Genral Singha Saovapap Vice Chairman of the Board 3. Khunying Patama Leeswadtrakul Vice Chairman of the Board 4. Mr. Somsak Leeswadtrakul Director and Chief Executive Officer 5. Professor Paichitr Roajanavanich Director and Chairman of the Audit Committee 6. Assoc. Prof. Prapanpong Vejjajiva Director, Audit Committee Member 7. Mr. Preecha Prakobkit Director and Audit Committee Member 8. Mr. Yanyong Kurovat Director 9. Pol. Lt. Genral Prakard Sataman Director 10. General Choochat Kambhu Na Ayudhya Director 11. Mr. Chainarong Monthienvichienchai Director 12. Mr. Chaipatr Srivisarvacha Director 13. Miss Kornpranom Wongmongkol Director 14. Mr. Ryuzo Ogino Director 15. ML. Sasiwimol Kasemsri Director Attending executives: 1. Mr. Nakun Sakunchotikarote Vice President-Corporate Finance 2. Mr. Wuttichai Sresthabutra Secretary to the Board of Director Attending Legal advisor: 1. Mr. Somphong Chinpraditsuk Siam Niti Legal Office Co., Ltd. The Meeting commenced at 09:00 a.m. Mr. Vijit Supinit, Chairman of the Board of Directors, chaired the meeting and informed the meeting that the shareholder register was closed for share transfer on March 4, 2008, and there were 7,384 shareholders eligible to attend the meeting and there total outstanding shares of 11,100,000,000 shares. The meeting was attended by 84 shareholders and 36 proxies and six shareholders had assigned the independent directors to attend the meeting, totaling 126 attendants with total shareholding of 6,144,989,374 shares or 55.36% of the total outstanding shares issued with voting right. 1/11

2 According to the regulations of the company No. 36, it is required that the meeting shall be attended by shareholders and proxies (if any) for at least 25 persons with at least total shareholding of one-third of the total outstanding shares of the company to make a quorum. Therefore, the quorum of the meeting was made in accordance with the regulations of the company for such number of attending shareholders and the number of shares. Before the meeting had made a discussion on the agenda of the meeting, the Chairman assigned the Mr. Wuttichai Sresthabutra, Secretary of the Board to conduct the meeting and to clarify the voting methods on the agenda as follows. 1. According to Clause 40 of the regulations of the company, each shareholder has one vote per share to cast a vote in the meeting of shareholders. 2. The resolution of the meeting of shareholders to approve each agenda indicated in the letter calling for this meeting requires to be a majority vote made by the attending shareholders eligible to cast the votes except agenda 2, 3, 4, 5 and 6 which require the majority vote of at least three-fourths of the total shares held by the attending shareholders and voted. 3. If the shareholder attending the meeting himself and the proxies would receive a voting card to use in case of disagreement or suspension of voting right on such agenda only. If the assignee is assigned by the custodian, the assignee may separately cast the vote for each agenda. In case that the number of votes are not totally exercised, the remaining votes are held suspension of voting right. 4. The shareholder who had assigned the assignee and casted the vote, the company would collect and record the vote in the computer so the attending assignee is not required to cast a vote. 5. If any shareholder would like to ask any question or clarification from the directors or the executives in any issue, he may inform his name and make a question when the presentation of each agenda has been completed or when all agenda have been completely examined. After Mr. Wuttichai Sresthabutra to the Board of Director already clarifies the voting criteria, the Chairman conducted the meeting according to the agenda as follows. Agenda 1 To consider and approve the Minutes of the Extraordinary General Meeting of the Shareholders No. 1/2007 on June 25, The Chairman informed the meeting that the board of director agreed to submit the meeting with the minutes of the Extraordinary General Meeting of the Shareholders No. 1/2007 for consideration and approval convened on June 25, 2007 as the company had already submitted the shareholders the copy of the minutes of the extraordinary meeting of shareholders, together with this letter calling for this meeting and had been published in the website of the company. After the Chairman had clarified agenda 1, the Chairman asked the meeting whether any shareholder had any question in any issue and the shareholder asked the board of directors as follows. Mr. Supoj Uachailertkul, a small shareholder, asked the meeting on the followings. 1. Progress of the bond issued to refinance, including details and whether the foreign exchange rate has been fixed Mr. Nakun Sakunchotikarote, Vice PresidentCorporate Finance, clarified that the Extraordinary General Meeting of the Shareholders No. 1/2007 had approved the company to issue and offer to sell the bon for US$300 million or equivalent. The company negotiated with those desiring to buy the bond of the company. However, the global financial situation has changed, particularly, in the US and the sub prime problem. Thus the company was not successful in issuing and selling the bond of such amount which might have increased the financing cost of the company tremendously. Such situation was beyond the control of the company. 2/11

3 Thus the company made a negotiation with the current financial institute to extend the loan repayment, as well as the refinancing term. Such financial institute approved the extension of the loan repayment for 30 months and the company had already informed the Stock Exchange of Thailand of the matter. In addition, the borrowing rate quoted by the current financial institute against the company for refinancing was LIBOR+4.5 and LIBOR has currently adjusted downward so the financing cost of the company has been lower. 2. Company visit of Nakornthai Strip Mill Public Company Limited (NSM), including the problems incurred from the previous company visit due to simultaneous company visit by three listed companies. Mr. Nakun Sakunchotikarote clarified that the simultaneous company visit by three listed companies was the incident beyond the control of the company and if the existing schedule had been postponed, the other shareholders would have been affected. At present the company has coordinated with the Stock Exchange of Thailand and the Association of Promotion of Thai Investors to arrange another company visit. The visitors to the factory would be investors, shareholder, analysts and interested persons. The process would start on April 1, If any shareholder is interested in the company visit and the production process of hot rolled steel sheet, please contact the Stock Exchange of Thailand directly. 3. Refinance of the loan agreement whether the US dollar is fixed and how? Mr. Nakun Sakunchotikarote clarified that the refinance agreement had been fixed in US dollar as usual and the subsidiary company started to repay the loan principal of US$20 million to reduce the financing cost and the interest expenses. The current balance of the loan of the subsidiary company was US$100 million. 4. Plan to buy back the bonds of the company in Singapore Stock Exchange. Mr. Nakun Sakunchotikarote clarified that the company had not arranged or planned to buy back the bonds; however, the company was able to exercise its call option since October 4, 2008 at % per unit of bond to make an early redemption of the bonds in accordance with the requirements of the bonds. Mr. Samart, a small shareholder, made additional inquiries in the meeting as follows. 1. Clarification on the company visit arranged by the Stock Exchange of Thailand. Whether it is required to be a member of the Association of Promotion of Thai Investors or not, because it might deter the participation of the shareholders. Mr. Wuttichai Sresthabutra clarified that the Association of Promotion of Thai Investors had arranged a criteria to select the visitors through selection of the institute investors, analysts, small investors with potential to invest in the company. Thus they might not be the current shareholders of the company. At present the Association of Promotion of Thai Investors confirmed that there were about 50 visitors to join the program. Mr. Hangchai Ukkawassakul, Right Protection Volunteer of the Association of Promotion of Thai Investors clarified further that the Stock Exchange of Thailand had jointly worked with the Association of Promotion of Thai Investors to arrange the company visit program. For those interested in the company visit, they might sign up even though they were not the member. However, the signing up applicants would be selected under the criteria provided by the Stock Exchange of Thailand. Since there was no further inquiry, the Chairman asked the meeting to approve the minutes of the Extraordinary General Meeting of the Shareholders No.1/2007 dated June 25, Before the voting process was made to approve the minutes of the Extraordinary General Meeting of the Shareholders No.1/2007, Mr. Wuttichai Sresthabutra informed the meeting that there were 6,440,708,474 shares eligible to vote. Resolution The meeting made an approval on the minutes of the Extraordinary General Meeting of the Shareholders No.1/2007 unanimously with the votes as follows. Agreed 210 shareholders with 6,440,708,474 shares or 100% Disagreed - shareholder with - shares or - Vote suspended - shareholder with - shares or - 3/11

4 Agenda 2 To consider and approve the additional investment in secured claims, Convertible into shares pursuant to the rehabilitation plan, of Nakornthai Strip Mill Public Company Limited (NSM) and/or shares from secured claims amount of not exceeding 6,400 million shares as around 16.12% of paid up capital of NSM after fully converted. The Chairman asked Mr. Wuttichai Sresthabutra to clarify about the purchase of guaranteed warrants with conversion right into common stock according to the rehabilitation plan of Nakornthai Strip Mill Public Company Limited (NSM) and/or common stock derived from convertible warrants not exceeding 6,400 million shares or about 16.12% of the registered capital of NSM after completion of debt-to-equity conversion plan. Mr. Wuttichai Sresthabutra clarified that since the creditors and their representatives of NSM had contacted the company to sell the guaranteed warrants with conversion right into common stock according to the rehabilitation plan of Nakornthai Strip Mill Public Company Limited (NSM) and/or common stock derived from convertible warrants. From such offer, the board of directors considered that at present the company and Oriental Access Co., Ltd. or OA Subsidiary company had totally held NSM shares for about 13,300 million shares (thirteen thousand three hundred million shares) or about 33.5% of the registered and paid-up capital of NSM after completion of the debt-to-equity conversion plan at present. Besides the company was allowed to delay its offer to buy all shares of NSM by the Securities Exchange Commission if the company and/or OA had held shares for at least 25% of the registered and paid up capital. Due to such permission, the board of directors considered that the company should purchase the guaranteed warrants with conversion right into common stock of NSM according to the rehabilitation plan and/or common stock derived from convertible warrants not exceeding 6,400 million shares (sixty four thousand million shares) or about 16.12% of the registered capital of NSM after completion of debt-to-equity conversion program so the company would hold the total shares of about 49.62% of the registered and paid up capital of NSM after completion of the debt-to-equity plan. In addition, the board of directors had examined the business plan of the company and agreed that if the company had held additional common stock of NSM at an significant amount and had become the major shareholder of NSM, the company could be able to strengthen its competitive edge and gain more confidence from the stakeholders such as customers, distributors and suppliers and more bargaining power which could affect the production cost, profitability and operating results in the future. Therefore the chairman of the board, the chairman of the audit committee and the chairman of the executives were assigned to negotiate and determine the portion of shares of the company to be exchanged with NSM shares for the maximum benefits of the company. According to the negotiation, it was agreed that the company had determined the portion of shares of the company to be exchanged with NSM shares at 1: Such portion could save the company to issue a number of additional stock and was beneficial to the company more than the portion indicated by the resolution of the board of directors as informed to the Stock Exchange of Thailand. After Mr. Wuttichai Sresthabutra had clarified the decision on Agenda 2, the Chairman asked whether any shareholder had any inquiry. The shareholders made additional inquiries as follows. Mr. Supakorn Chinphongpaiboon inquired the board of directors as follows. 1. The criteria to determine the portion of the share exchange. Mr. Nakun Sakunchotikarote clarified that the initial criteria to determine the portion of share exchange had been undertaken by an independent financial consultant to evaluate the value of the company and NSM. The value of both enterprises was then used to determine the portion of the share exchange through the discounted cashflow method (DCF). According to the prospective operating results and the cash inflows of the company and NSM, the portion of the share exchange between the company and NSM was approximated at 1:2.60 while the proposal of the sellers which were creditors and/or their representatives of NSM preferred the portion of 1:2.0. 4/11

5 Therefore the meeting of the board of directors decided to set the portion of share exchange in accordance with the information provided by the independent financial consultant, which is not less than 1:2.30. Such portion was higher than that offered by the seller. For the share exchange portion of the independent financial consultant, the independent financial consultant stated that such portion had been based on the financial data only. No consideration had been made on the other advantages such as business synergy which the company would have gained from the investment in the additional common stock of NSM since it could not be clearly evaluated into a certain number. If the other advantageous aspects or the business synergy had been accounted for the additional investment in NSM common stock, the value of the company could be greatly enhanced because the current situation of several large industries, particularly the steel industry, was moving toward merger or acquisition between the manufacturers to provide a bargaining power against the buyers which are customers and suppliers of raw materials. To negotiate with the creditors and/or their representatives which desired to sell, the chairman of the board, the chairman of the audit committee and the chairman of the executives had set the target on the negotiation based on the business value assessed by the financial consultant that if the portion of share exchange was lower than 1:2.30, it was held that the negotiation was not successful but the portion of share exchange was 1:2.406 so it was held that the company was gaining more than the original offer made by the creditors and/or their representatives which desired to sell. Mr. Chaipatr Srivisarvacha, an independent director who is competent and knowledgeable in finance, jointly clarified and provided additional information that before the negotiation was made with the creditors and/or their representatives which desired to sell, the company had examined the information on the assessment on the business value and the portion of share exchange made by the independent financial consultant, whether the business valuation through the historical prices or the book value or the discounted cash flow. At the final stage, the portion of the share exchange was almost similar to that computed by the financial consultant. Mr.Hangchai Ukkawassakul, Right Protection Volunteer of the Association of Promotion of Thai Investors made additional inquiries in the meeting as follows. 1. Additional clarification by the board of directors on determination of the portion of the share exchange with respect to the price of the shares of the company and NSM for better understanding of the shareholders. Mr. Nakun Sakunchotikarote clarified that to determine the share price of the company in the portion of the share exchange, the company had set its share price at par or one baht a share while the share price of NSM was set at its par value divided by or about 0.41 baht a share. 2. Common stock of NSM purchased by the company was the shares converted under the debt-to-equity plan or the newly issued shares Mr. Nakun Sakunchotikarote clarified that NSM shares to be purchased by the company were shares converted under the debt-to-equity plan in accordance with the rehabilitation plan of NSM while the creditors and/or their representatives proposed to sell were an institute investors. After Mr. Nakun Sakunchotikarote had made the above clarification, Mr.Hangchai Ukkhawassakul had expressed his admiration that the discussion on each agenda in this meeting had been expanded to provide more details so the other shareholders who had not participated in the meeting could understand the resolution of the board of directors and the content of the meeting clearly. Mrs. Patchara Sarojvisuth made additional inquiries in the meeting as follows. 1. The risk considered by the board of directors in the investment in NSM and any measure and/or plan arranged to prevent the risk The Chairman additionally clarified that for the financial risk the company had tried to look for a new loan with lower interest rate to repay the existing loan so the interest charge could be lower. Besides, after the company had gained a significant investment in NSM, it could influence the management plan; therefore, the financial positions of the company and NSM could improve. In this respect, the company planned to negotiate with domestic financial institutes to approve the refinancing plan. 5/11

6 Mr. Somsak Leeswadtrakul, Director and Chief Executive Officer made additional clarification that the risk from an investment in NSM stock for about 49.62% of the registered and paid up capital of NSM after completion of the debt-to-equity conversion plan, the company would be required to consolidate the financial position and the operating results of NSM with the financial statements of the company. If the financial position and the operating results of NSM were not strong sufficiently, the financial statements of the company would be affected. In contrast, if the financial position and the operating results of NSM were strong, the company would be better off. For the risk from external factors related to the fluctuation of the steel industry in and outside the country, the board of directors was competent, knowledgeable and specialized in the matter so the possible problems could have been discussed with the government or the public sector. 2. Dividend policy of the company on small shareholders holding shares of the company for dividends. Mr. Somsak Leeswadtrakul clarified that the loans taken and the bonds issued by the company had provided the conditions and requirements in the loan agreements and the bonds to restrict the dividend payment subject to certain conditions. The board of directors agreed that the company should plan to refinance the loans and bonds with a loan from domestic financial institutes to reduce the foreign exchange risk. A small shareholder made additional inquiry to the board of directors as follows. 1. After the company has taken over NSM, is there any need for fund to upgrade the factory or NSM could continue its production or business. Mr. Somsak Leeswadtrakul clarified that At present NSM had continued its operation all along. If there was nay need to improve the production quality, the fund would be required for an improvement and the board of directors would provide a financial assistance to NSM in terms of working capital and production improvement and development. 2. When did NSM plant start its operation and the remaining useful life of the plant? Mr. Somsak Leeswadtrakul clarified that NSM plant had been in operation since 1997 and generally the useful life of the industrial plant was over 100 years dependent on a regular maintenance in accordance with the schedule provided. 3. Whether NSM is a listed company or not? Mr. Somsak Leeswadtrakul clarified that NSM was a listed company in the Stock Exchange of Thailand. 4. After NSM has been taken over, should NSM be delisted from the Stock Exchange of Thailand or not? Mr. Somsak Leeswadtrakul clarified that NSM should remain a listed company as usual. 5. As the company would invest in the common stock of NSM for about 49 percent, who were the shareholders of the remaining stock? Mr. Somsak Leeswadtrakul clarified that the remaining common stock of NSM was held by the institute shareholders. Mr. Nakun Sakunchotikarote made an additional clarification that the remaining common stock of NSM was also held by the original shareholders since NSM had been a listed company in the Stock Exchange of Thailand for about 22 percent while the remaining portion was held by the financial institute creditor which had exercised its right to convert the loan into common stock according to the rehabilitation plan of NSM. Mr. Siriwat Woravetwutthikhun made an inquiry to the Board of Directors as follows. 1. The approximate value of the investment cost and book value of NSM at the end of 2007 Senior Vice President clarified that the investment cost of NSM was about US$800 million and the book value of NSM as of September 30, 2007 was about 0.83 baht per share. Since there was no further inquiry, the Chairman asked the meeting to approve the purchase of the common stock of Nakornthai Strip Mill Publci Co., Ltd. (Public) (NSM), derived from convertible warrants for 6,400 million shares or about percent of the registered capital of NSM after completion of debt-to-equity conversion plan 6/11

7 Before the voting process was made to approve this agenda Mr. Wuttichai Sresthabutra informed the meeting that Mr. Somphong Chinpraditsuk, a legal advisor from Siam Niti Legal Office Co., Ltd. had been invited to witness the vote counting in each agenda together with the officers of the company and the meeting was further informed that informed the meeting that there were 241 shareholders and proxies with shareholding of 6,452,275,974 shares. eligible to vote. Resolution The meeting agreed to approve the company to purchase common stock of Nakorn thai Strip Mill Public Company Limited (NSM), derived from the warrants exercised for 6,400 million shares or about percent of the registered capital of NSM after completion of debt-to-equity conversion plan with the votes as follows. Agreed 235 shareholders with 6,082,392,507 shares or % Disagreed 3 shareholders with 124,628,000 shares or 1.932% Vote suspended 3 shareholders with 245,255,467 shares or 3.801% Agenda 3 To consider and approve the decrease of the Company s registered capital from Bath 12,000 million to Baht 11,200 million by means eliminating 800 million shares unissued ordinary shares. The Chairman asked Mr. Wuttichai Sresthabutra to clarify about the reduction of the registered capital of the company from 12,000 million baht to 11,200 million baht through writing off the common stock not issued for 800 million shares at their par value of 1 bah a share, totaling 800 million baht in the meeting for consideration. Mr. Wuttichai Sresthabutra clarified in the meeting that from Agenda 2 the company had planned to increase the registered capital to exchange with the common stock of Nakornthai Strip Mill Public Company Limited (NSM), derived from the convertible warrants exercised for common stock of 6,400 million shares (sixty four thousand shares) or about 16.12% of the registered and paid up capital of NSM after completion of the debt-to equity conversion plan. However, at present the company still had not issued common stock in hand for 900 million shares as follows. 1. Common stock issued to support other objectives for 800 million shares. 2. Common stock issued to support the warrants allocated to directors and employees for 100 million shares. According to the criteria on an increase in the registered capital provided in the regulations of the company, Clause 42 (1) and Article 136 (1) and Article 140 of the Public Company Limited Act, B.E. 2535, if a company still has the registered capital not issued, the company is required to reduce its registered capital through writing off the registered capital not issued, except the common stock issued to support the warrants before an increase in the registered capital could be made. In addition, the reduction in such registered capital is required to be approved by the general meeting of shareholders with the votes at least three-fourths of the total votes of the shareholders attending the meeting and eligible to cast the vote in compliance with the regulations of the company, Clause 40 (2) (e) After Mr. Wuttichai Sresthabutra had completed the clarification on Agenda 3, the Chairman asked whether there was any inquiry and no inquiry was made. Thus the Chairman asked the extraordinary meeting of shareholders to approve the reduction of the registered capital of the company from 12,000 million baht to 11,200 million baht through writing off the common stock not issued and arranged for other objectives for 800 million shares at par value of 1 baht a share, totaling 800 million baht. informed the meeting that there were 244 shareholders and proxies with shareholding of 6,452,419,974 shares eligible to vote. 7/11

8 Resolution The meeting agreed to approve the reduction of the registered capital of the company from 12,000 million baht to 11,200 million baht through writing off the common stock not issued for 800 million shares at their par value of 1 bah a share, totaling 800 million baht with the votes as follows. Agreed 241 shareholders with 6,356,346,507 shares or % Disagreed 2 shareholders with 2,468,000 shares or 0.038% Vote suspended 1 shareholder with 93,605,467 shares or 1.451% Agenda 4 To consider and approve the amendment to Article 4. of the Company s Memorandum of Association so as to be in line with the decrease of the Company s registered capital. The Chairman asked Mr. Wuttichai Sresthabutra to clarify about the registration on the amendment to the Memorandum of Association Clause 4 in compliance with the reduction in the registered capital to the meeting for consideration. Mr. Wuttichai Sresthabutra informed the meeting that according to Agenda 3 which the extraordinary meeting of shareholders had approved the reduction of the registered capital of the company for 800 million baht through writing off the common stock not issued yet but provided to support other objectives for 800 million shares with par value of 1 baht a share. The reduction of such registered capital required the company to amend the Memorandum of Association, Clause 4 on the registered capital in accordance with the regulations of the company Clause 40 (i) and Article 31 of the Public Company Limited Act, B.E The Memorandum of Association of the company after the reduction in the registered capital and amendment would present the registered capital of the company 11,200 million baht, paid up capital 11,000 million baht with details as follows. Original text Clause 4 Registered capital 12,000,000,000 baht (twelve thousand million baht) Consisting of 12,000,000,000 shares (twelve thousand million shares) Par value at 1 baht a share (one baht) New text Clause 4 Registered capital 11,200,000,000 baht (eleven thousand two hundred million baht) Consisting of 11,200,000,000 shares (eleven thousand two hundred million shares) Par value at 1 baht a share (one baht) In addition, the amendment of the Memorandum of Association was required an approval of the meeting of shareholders with votes not less than three-fourths of the total votes of the shareholders attending the meeting and eligible to vote in accordance with the regulations of the company, Clause 40 (i). After Mr. Wuttichai Sresthabutra had completed the clarification on Agenda 4, the Chairman asked whether there was any inquiry and no inquiry was made. Thus the Chairman asked the extraordinary meeting of shareholders to approve the amendment to the memorandum of Association, Clause 4 in compliance with the reduction of the registered capital above. informed that there were 244 shareholders and proxies with shareholding of 6,452,419,974 shares eligible to vote. Resolution The meeting agreed to approve the amendment to the memorandum of Association, Clause 4 in compliance with the reduction of the registered capital above with the votes as follows. 8/11

9 Agreed 241 shareholders with 6,207,524,507 shares or % Disagreed 1 shareholder with 40,000 shares or 0.000% Vote suspended 2 shareholders with 244,855,467 shares or 3.795% Agenda 5 To consider and approve the increase of the Company s registered capital from Baht 11,200 million to in the amount of not exceeding Baht 14,000 million by issuance in the amount of not exceeding 2,800 million shares at par value of Baht 1. The Chairman asked Mr. Wuttichai Sresthabutra to clarify about the increase in the registered capital from 11,200 million baht to not exceeding 14,000 million baht through issuance of common stock not over 2,800 million shares at par value of 1 baht a share in the meeting for consideration. Mr. Wuttichai Sresthabutra clarified in the meeting that from Agenda 2 the extraordinary meeting of shareholders had approved the purchase of common stock of Nakornthai Strip Mill Public Company Limited (NSM), derived from the convertible warrants exercised for common stock of 6,400 million shares (sixty four thousand shares) or about 16.12% of the registered and paid up capital of NSM after completion of the debt-to equity conversion plan. To prevent any impact on the financial position of the company due to the purchase of such additional common stock, the board of directors considered that the company should increase its registered capital by 2,660 million baht, consisting of 2,660 million shares at par value of 1 baht a share and such additional common stock would be used to exchange with the common stock of NSM for 6,400 shares through allocation of additional stock to White Rock Global Fund, SPC specifically for limited persons. According to the criteria on an increase in the registered capital provided in the regulations of the company, Clause 42 (1) and Article 136 (1) and Article 140 of the Public Company Limited Act, B.E. 2535, since the board of directors had made a resolution to reduce the registered capital through writing off the registered capital not issued, the company would be able to increase its capital under the laws in conjunction with the regulations of the company, Clause 40 (2) and Article 136 (2) of the Public Company Limited Act, B.E. 2535, which have required an approval of the general meeting of shareholders with the votes at least three-fourths of the total votes of the shareholders attending the meeting and eligible to cast the vote. After Mr. Wuttichai Sresthabutra had completed the clarification on Agenda 5, the Chairman asked whether there was any inquiry and no inquiry was made. Thus the Chairman asked the extraordinary meeting of shareholders to approve the increase in the registered capital from 11,200 million baht to 13,800 million baht through issuance of additional common stock of 2,660 million shares at par value of 1 baht a share, totaling 2,660 million baht. informed the meeting that there were 245 shareholders and proxies with shareholding of 6,452,439,974 shares eligible to vote. Resolution The meeting agreed to approve the increase in the registered capital from 11,200 million baht to 13,860 million baht through issuance of additional common stock of 2,660 million shares at par value of 1 baht a share, totaling 2,660 million baht with the votes as follows. Agreed 243 shareholders with 6,298,761,974 shares or % Disagreed 1 shareholder with 2,428,000 shares or 0.038% Vote suspended 1 shareholder with 151,250,000 shares or 2.344% Agenda 6 To consider and approve the amendment to Article 4. of the Company s Memorandum of Association so as to be in line with the increase of the Company s registered capital. 9/11

10 The Chairman asked Mr. Wuttichai Sresthabutra to clarify about the registration on the amendment to the Memorandum of Association Clause 4 in compliance with the increase in the registered capital to the meeting for consideration. Mr. Wuttichai Sresthabutra informed the meeting that according to Agenda 5 which the extraordinary meeting of shareholders had approved the increase in the registered capital of the company for 2,660 million baht consisting of 2,660 million shares at par value of 1 baht a share. The increase in such registered capital required the company to amend the Memorandum of Association< Clause 4 on the registered capital in accordance with the regulations of the company Clause 40 (i) and Article 31 of the Public Company Limited Act, B.E The Memorandum of Association of the company after the reduction in the registered capital and the amendment would present the registered capital of the company 13,860 million baht, paid up capital 11,100 million baht with details as follows. Original text Clause 4 Registered capital 11,200,000,000 baht (eleven thousand two hundred million baht) Consisting of 11,200,000,000 shares (eleven thousand two hundred million shares) Par value at 1 baht a share (one baht) New text Clause 4 Registered capital 13,860,000,000 baht (thirteen thousand eight hundred sixty million baht) Consisting of 13,860,000,000 shares (thirteen thousand eight hundred sixty million shares) Par value at 1 baht a share (one baht) In addition, the amendment of the Memorandum of Association was required an approval of the meeting of shareholders with votes not less than three-fourths of the total votes of the shareholders attending the meeting and eligible to vote in accordance with the regulations of the company, Clause 40 (i). After Mr. Wuttichai Sresthabutra had completed the clarification on Agenda 6, the Chairman asked whether there was any inquiry and no inquiry was made. Thus the Chairman asked the extraordinary meeting of shareholders to approve the amendment to the memorandum of Association, Clause 4 in compliance with the increase in the registered capital. informed that there were 245 shareholders and proxies with shareholding of 6,452,439,974 shares eligible to vote. Resolution The meeting agreed to approve the amendment to the memorandum of Association, Clause 4 in compliance with the increase in the registered capital above with the votes as follows. Agreed 242 shareholders with 6,356,386,507 shares or % Disagreed 1 shareholder with 2,428,000 shares or 0.038% Vote suspended 2 shareholders with 93,625,467 shares or 1.451% Agenda 7 To consider and approvethe allotment of the newly issued ordinary shares in amount of not exceeding 2,800 million shares in consideration of the secured claims, convertible into shares pursuant to the rehabilitation plan, of Nakornthai Strip Mill Public Company Limited and/or shares in a total amount not exceeding 6,400 million shares. The Chairman asked Mr. Wuttichai Sresthabutra to clarify about the allocation of additional common stock to specific persons for an amount not exceeding 2,800 million shares in exchange of the guaranteed warrants with right of conversion into common stock according to the rehabilitation plan of Nakornthai Strip Mill Public Company Limited (NSM) and/or common stock derived from convertible warrants in an amount not exceeding 6,400 million shares in the meeting for consideration. 10/11

11 Mr. Wuttichai Sresthabutra clarified that according to Agenda 5 the extraordinary meeting of shareholders had approved the increase in the registered capital of 2,660 million baht consisting of 2,660 million shares at par value of 1 baht a share the company would issue the additional common stock in exchange of the common stock of Nakornthai Strip Mill Public Company Limited (NSM) for 6,400 million shares through allocation of new additional common stock specifically to White Rock Global Fund and SPC. After Mr. Wuttichai Sresthabutra had completed the clarification on Agenda 7, the Chairman asked whether there was any inquiry and no inquiry was made. Thus the Chairman asked the extraordinary meeting of shareholders to approve the allocation of additional common stock specifically to White Rock Global Fund and SPC for 2,660 million shares in exchange of common stock of Nakornthai Strip Mill Public Company Limited (NSM) for 6,400 million shares informed that there were 245 shareholders and proxies with shareholding of 6,452,439,974 shares eligible to vote. Resolution The meeting agreed to approve the allocation of additional common stock specifically to White Rock Global Fund and SPC for 2,660 million shares in exchange of common stock of Nakornthai Strip Mill Public Company Limited (NSM) for 6,400 million shares with the votes as follows. Agreed 241 shareholders with 6,205,136,507 shares or % Disagreed 2 shareholder with 2,448,000 shares or 0.038% Vote suspended 2 shareholders with 244,855,467 shares or 3.795% Agenda 8 To consider any other matter (if any). No other matters discussed- After the discussion was completed with Agenda 8, the Chairman asked whether there was any inquiry and no inquiry was made in the meeting for discussion so the Chairman closed the meeting at a.m. Signature (Mr. Vijit Supinit) Chairman of the Meeting Signature Mr. Wuttichai Sresthabutra Secretary to the Board of Directors 11/11