7 January 2013

To : Managing Director

The Stock Exchange of Thailand

Subject : To report the resolutions of the Board of Directors' Meeting No. 1/2013

The Meeting of the Board of Directors of Polyplex (Thailand) Public Company Limited (the

Company) No.1/2013 held at 2.30 PM on 7 January 2013 has resolved as follows:

That the acquisition by the Company of equity shares 19.76% (total of 50,000 shares) of Polyplex (Americas) Inc. ("PA"), USA, 9.88% ( 25,000 shares) from Polyplex Corporation Ltd ("PCL") and 9.88% (25,000 shares) from the unrelated minority shareholder and the acquisition of Preference shares (32,000 shares) from the unrelated minority shareholder, as reviewed by the Audit Committee, be approved. Details of this connected transaction as per Report enclosed herewith. The value of the acquisition is USD 0.76 million ( or approximately Baht 23.23 million) calculated by using the Bank Of Thailand foreign exchange rate on 28th December 2012 of USD 1: Baht 30.563. After having calculated by using the highest calculation base i.e. the Net Profits of PA for the period ended 30th September, 2012 (Baht 3.95 million) divided by the Consolidated Net Profits of the Company (Baht 291.95 million), the size of transaction is 1.35%, which is less than 15%.

Disclosure of Connected Transaction of

Polyplex (Thailand) Public Company Limited


The Board of Directors Meeting No. 1/2013 of Polyplex (Thailand) Public Company Limited ("PTL") held on 7 January 2013 held at 2.30 PM, has approved the acquisition of 19.76% of Equity shares of Polyplex Americas Inc. ("PA"), USA, 9.88% each from Polyplex Corporation Ltd ("PCL") and the unrelated minority shareholder. PTL would also be acquiring the Preference Shares held by the unrelated minority shareholder.
The details of the connected transaction are as follows:
1. Transaction date:
Within Q1 of calendar year 2013
2. The parties involved:
Buyer: Polyplex (Thailand) Plc ("PTL")
Seller: Polyplex Corporation Ltd ("PCL"), which is holding 51%stake in PTL, 16.5% directly and 34.5%
indirectly through its 100% held subsidiary in Singapore. Polyplex (Asia) Pte Ltd.
3. Details of connected person
PCL is the major shareholder of the Company, holding both direct and indirectly 51% stake in PTL.
4. Description of connected transaction:
PTL proposes to acquire a stake in PA from PCL - 9.88%. The value of consideration payable by PTL to PCL is USD 0.3 million which is based on valuation of the company done by an independent valuation company. The value of consideration payable by PTL to the unrelated minority shareholder will also be the same as paid to PCL.
The acquisition of Equity shares from PCL falls under the category of "connected transaction regarding purchase of assets" as prescribed in the Notification of the Capital Market Supervisory Board No. TorChor 21/2551 Re: Related Parties Transactions and the Notification of the Board of Governors of the Securities Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected transactions, 2003.
5. The total value and transaction size:

Description of connected transaction

Amount in million USD

Amount in million THB @

30.5630

USD/THB

Consideration to be paid by PTL to PCL for Equity Share

Acquisition of 9.88% in PA

0.30

9.17

Transaction Size = Value of Connected Transactions/ Net Tangible Assets of the Listed Company
= Baht 9.2 million/ Baht 8,333 million = 0.11%

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Based on the above calculation, the size of such transaction is greater than 0.03% but less than 3%
of the Company's net tangible asset value as per the consolidated financial statements ended on 30
September 2012. Consequently, the Company has taken the Board approval and is disclosing the same to the Stock Exchange of Thailand.
6. Information of PA
PA is the distribution arm of PTL which was acquired (80.24%) in the year 2006, mainly to cater to the North American and South American markets. Over the years, Polyplex has been able to increase its market share in the American continent, through this distribution company and warehouses spread across the American region.
As at end of September 2012, PA had a Total asset base of USD 33 million and USD 8 million Working
Capital borrowing. The Total Shareholder Equity is USD 8.05 million, which consists of the following:

Number of Shares

Paid up Value- USD

Equity Shares

Held by PTL

203,000

1,015,000

Held by PCL

25,000

125,000

Held by Unrelated minority shareholder

25,000

125,000

Preference Shares

Held by PTL

800,000

4,000,000

Held by Unrelated minority shareholder

32,000

160,000

Retained Earnings

2,620,968

TOTAL SHAREHOLDER EQUITY

8,045,968

7. Sources of funds
The Company would utilise its Working Capital credit line to borrow Short term loans to arrange funds for this Acquisition.
8. Interested directors:
Mr. Sanjiv Saraf: He is a Director on the Board of PA, PTL and Polyplex Corporation Limited ("PCL"), which is holding 16.5% of PTL.
Mr. Pranay Kothari: He is a Director on the Board of PA, PTL and Polyplex Corporation Limited
("PCL"), which is holding 16.5% of PTL.
Both the above Directors were absent in the meeting of the Board of Directors, which approved this connected transaction.

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9. 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 at a fair value and would enable consolidating the distribution and manufacturing operations into one single entity in the US, under the 100% ownership of PTL.
10. Opinions of the company's Audit Committee and /or directors which are different from the opinion of the Board of Directors under
-None-
Yours faithfully,
Polyplex (Thailand) Public Company Limited

Mr. Rohit Kumar Vashistha
Managing Director

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