Resolutions for AGM/Dividend

Back Dec 23, 2004

Ref:  COR:MS/EL03047e/ms
                       

                                             22 December 2003

    Re:  Resolutions of the Board of Directors
    To:  President to the Stock Exchange of Thailand

         In the Board of Directors Meeting held on 22 December 2003, the following
    resolutions have been passed:

    1.   Approval of the Financial Statements for the financial year ending 30
         September 2003.

    2.   Fixing the date for the 1/2004 Annual Ordinary General Meeting of the
         Shareholders to be scheduled on Friday 30 January 2004 at 2.00 p.m. at
         Arnoma Room, Arnoma Hotel, Rajdamri Road, Bangkok, with the following
         agenda:

         2.1    To approve the Minutes of the previous 1/2003 Annual Ordinary General
                Meeting of the Shareholders held on 30 January 2003.

         2.2    To receive and approve the report of the directors, the Statement of   
                Income and Retained Earnings and Balance Sheet of the company for the
                financial year ended on 30th September 2003 together with the
                Auditor's report thereon.

         2.3    To appropriate profit in the form of dividend and allocate a legal
                reserve fund.

         2.4    To approve the appointment of new directors to replace those who
                vacate the office because of the expiration of the term and to fix
                directors' fee.

         2.5    To appoint auditors for the financial year ended on 30th September
                2004 and fix auditors' fees.

         2.6    To approve the amendment to the Articles of Association of the Company
                by adding the following articles to comply with the Notification of
Stock Exchange of Thailand regarding Rules and Procedures and Disclosure
                of Connected Transactions of Listed Company B.E. 2546 dd. 19 November
                2003

                      "Articles 49  In case the Company or any subsidiary
                      agrees to enter into a connected transaction as
                      defined by the Notification of the Stock Exchange of
                      Thailand governing connected transactions of listed
                      companies, the Company shall comply with the criteria
                      and procedures as prescribed by the said notification."


    Thoresen Thai Agencies Public Company Limited
    Page 2

         2.7    To amend the resolutions item No. 8 of the 1/1996 Annual Ordinary
                General Shareholders' Meeting dd. 30 January 1996 regarding the
                separation of shipping agency.
         2.8    To transact any other businesses.

    The Board of Directors would recommend to the shareholders at the 1/2004 Annual
    Ordinary General Meeting of the Shareholders to pay dividend for the financial
    year 2003 at 0.50 Baht per share. Shareholders entitled to the dividends shall
    be those whose names appeared on the Company's share register book as of Monday
    9 February 2004. The dividend payment is schedule on Friday 27 February 2004.

    3    Fixing the Share Register Book's closing dates for the rights to attend the
         Shareholders' Meeting from Tuesday 13 January 2004 at 12.00 hours until
         completion of the Meeting and on Monday 9 February 2004 for the rights to
         receive dividends.

    4    Approval of the establishment of three new subsidiary companies for future
         fleet expansion (details as per attached).
       


                                                 Yours faithfully,




          
                                (M.R. Chandram S. Chandratat) (Mr.Arne Teigen)
                                           Chairman           Managing Director




    Note:  The separation of shipping agency function of the Company to a subsidiary
    was carried out since 1 October 2003 pursuant to the resolutions of the Annual    
    Ordinary General Meeting of the Shareholders No. 1/1996 dd. 30 January 1996 in
    which the board of directors have been authorised to carry out the transaction. 
    However, such resolution indicated that the separation of shipping agency function
    would result in the transfer of such function to a newly established subsidiary
    company.  In fact, such shipping agency function was transferred to an existing
    subsidiary company engaging in shipping agency i.e., ISS Shipping (Thailand),Ltd.,
    which has been renamed as ISS Thoresen Agencies Ltd.  The board of directors is
    of the opinion that the amendment to the referenced shareholders' resolution
    should be adopted to reflect the actual transaction.  Such separation of shipping
    agency function from the Company to ISS Thoresen Agencies Ltd. (in which the
    Company holds 99.9%) does not have any impact on the consolidated financial
    statements and does not have significant change to the referenced shareholders'
    resolution. 


                                           Attachment


    Approval of Establishment of Three New Subsidiary Companies


  1. Date of Transaction                    Around January 2004
  2. Name of the Companies to be invested   to be informed after the establishment of
                                            the companies.
  3. Type of Business                       International Maritime Transportation
  4. Registered Capital for each company     1) Two new companies, registered and
                                            paid-up share capital is Baht 200,000,000
                                            (Two Hundred Million) each, divided into
                                            2,000,000 shares, par value baht 100 per
                                            share
                                            2) One new company, registered and paid-up
                                            share capital is Baht 50,000,000 (Fifty
                                            Million) each, divided into 500,000 shares,
                                            par value baht 100 per share
  5. Major shareholder                      Thoresen Thai Agencies Plc, holding 99.9%
  6. Source of Fund                         From the working capital of the Company
  7. Rationale                              To prepare for the future purchase of
                                            vessels in line with the increasing demand
                                            of shipping volumes



                                            Yours faithfully,



                         (M.R. Chandram S. Chandratat)  (Mr. Arne Teigen)
                                    Chairman            Managing Director