Resolutions of Shareholders Regarding the Issue of Debenture

Ref. No. COR:MS/EL06018e/ms

19 October 2006

Re: Resolutions of the Shareholders

To: The President of the Stock Exchange of Thailand

          In the 1/2006 Extraordinary General Meeting of the Shareholders of Thoresen Thai Agencies Public Company Limited ("TTA") held on 19 October 2006 at 3.00 P.M. at the Arnoma Grand, Arnoma Hotel, Rajdamri Road, Bangkok, the following resolutions have been passed:

1. Approval of the minutes of the 1/2006 Annual General Meeting of the Shareholders held on 30 January 2006.

2. Approval of the issue of debentures per the following details:

2.1 TTA can issue and offer all or any types of debentures in one and/or more issues in Thai Baht or foreign currencies with a total issue size not exceeding Baht 10.0 billion (Baht Ten Billion) or its equivalent in US Dollars or other foreign currencies. The proceeds from the issue shall be used to refinance existing secured bank debts and to make further investments.

The debentures may be secured or unsecured, and with or without a debenture holders' representative. The debentures may be offered through a public offering and/or private placement, pursuant to the notifications of the Office of Securities and Exchange Commission and/or the Securities and Exchange Commission.The debentures may be offered in one and/or more issues and may be placed either onshore or offshore. In the event that the debentures are redeemed or repurchased for any reason,resulting in the outstanding principal under the debentures being reduced, TTA may issue additional debentures subject to the maximum total issue size approved by the shareholders' meeting.

2.2 The Board, authorised directors, and/or any persons designated by the Board are empowered to set out the details of the debentures, type, collateral, amount, maturity, par value, offering price, interest rate, redemption rights, offering and allocation method, issuance and offering period, as well as other relevant details, including appointing financial advisor(s),underwriter(s), a debenture registrar and/or a debenture holders'representative, entering into, executing, amending, negotiating agreements and/or other documents as well as contacting,providing

Thoresen Thai Agencies Public Company Limited Limited
Page 2 Ref. No. COR:MS/EL06018e/ms

information, submitting documents and evidence to the Office of Securities and Exchange Commission, the Stock Exchange of Thailand, a credit rating agency and/or other authorities concerning the issuance and the offer of the debentures, and performing any and all related matters as they deem appropriate. The resolution was passed with more than three-fourths of the total number of votes of the shareholders present at the meeting and having voting rights.

3. Other business - No other business was considered.

 

Yours faithfully,

 

--------------------------------                           --------------------------------
(M.R. Chandram S. Chandratat)             (M.L. Chandchutha Chandratat)
               Chairman                                                   Managing Director