ANNOUNCES BOARD'S RESOLUTIONS

20 มีนาคม 2540

Metro Systems Corporation Plc (MSC) resolved in its 4/1997 Board of Directors' meeting held in March 19, 1997 during 10.00-11.00 O'clock as follows: 1. The board ackowledged operating performance for the period ending December 31, 1996 and to present to annual grand shareholders' meeting for approval. 2. The board ackowledged list of 6 directors' names whose terms will be expired. Names are Mr Pravitr Chattalada, Mr Chodok Kijsatien, Mr Suvich Suvarujiporn, Mr Narong Jaruwajjana, Miss Atcharaporn Preechakarnjanadit, Mr Sumitr Setpornpongse. The board proposed all 6 directors to take the position for another term to the annual grand shareholders' meeting for approval. 3. To approve balance sheet and profit and loss statement ending December 31, 1996 and to present to annual shareholders' meeting for approval. 4. To approve allocation of cash for legal reserve of Bt4,795,990.04 and announced dividend payment for 1996 of Bt1.50 per share to shareholders and present to annual grand shareholders' meeting for approval. 5. To approve appointment of the company's auditor for 1997 to Mr Pornchai Kittipanyangarm, licensed auditor no.2778 from Bancheekij Co., Ltd and to present the grand shareholders' meeting for approval. 6. To propose compensation payment for 1997 to directors in the form of meeting perdiem of Bt10,000 to the annual grand shareholders' meeting for approval. 7.To convene for shareholders' ordinary general meeting No.2/1997 on April 21, 1997 (2.00pm) at company's office 23/3 Moo 9 Sukhivit 103 Rd., Nongbon, Praves, BKK. The agenda issues were set as follows: 1) Certify the minutes approved by ordinary general shareholders' 1/1996 meeting taking place on April 26, 1996 2) Consider board's report on 1996 operate output 3) Approve balance sheet and profit/loss account ended December 31, 1996 4) Ratify profit allocation and dividend payment 5) Appoint new directors succeeding those whose terms were terminated 6) Appoint auditor and fix auditing fee 7) Fix directors' bonus 8) Other (If any) The registration book would be closed on April 2, 1997 from noon until the end of the meeting.