11 Connected Transactions

11.1 A summary of the connected transactions between PTL and the
connected parties during the past three years is as follows –

­

+------+------------+---------------------+--------------+---+---+---+
| P    | Re         | Description of      | Pricing      | N |   |   |
| arty | lationship | transaction         | policy       | e |   |   |
| ha   |            |                     |              | t |   |   |
| ving |            |                     |              | A |   |   |
| conf |            |                     |              | m |   |   |
| lict |            |                     |              | o |   |   |
| of   |            |                     |              | u |   |   |
| inte |            |                     |              | n |   |   |
| rest |            |                     |              | t |   |   |
|      |            |                     |              | P |   |   |
|      |            |                     |              | a |   |   |
|      |            |                     |              | i |   |   |
|      |            |                     |              | d |   |   |
|      |            |                     |              | t |   |   |
|      |            |                     |              | o |   |   |
|      |            |                     |              |   |   |   |
|      |            |                     |              | P |   |   |
|      |            |                     |              | C |   |   |
|      |            |                     |              | L |   |   |
|      |            |                     |              | b |   |   |
|      |            |                     |              | y |   |   |
|      |            |                     |              | P |   |   |
|      |            |                     |              | T |   |   |
|      |            |                     |              | L |   |   |
|      |            |                     |              |   |   |   |
|      |            |                     |              | ( |   |   |
|      |            |                     |              | B |   |   |
|      |            |                     |              | t |   |   |
|      |            |                     |              | . |   |   |
|      |            |                     |              | 0 |   |   |
|      |            |                     |              | 0 |   |   |
|      |            |                     |              | 0 |   |   |
|      |            |                     |              | ’ |   |   |
|      |            |                     |              | s |   |   |
|      |            |                     |              | ) |   |   |
+======+============+=====================+==============+===+===+===+
|      |            |                     |              | 2 | 2 | 2 |
|      |            |                     |              | 0 | 0 | 0 |
|      |            |                     |              | 0 | 0 | 0 |
|      |            |                     |              | 6 | 7 | 8 |
|      |            |                     |              | - | - | - |
|      |            |                     |              | 0 | 0 | 0 |
|      |            |                     |              | 7 | 8 | 9 |
+------+------------+---------------------+--------------+---+---+---+
|      |   PCL is   | PCL made advance    | The price of | 1 | 9 | 6 |
| Poly |   the      | payments on behalf  | the          | , | 8 | , |
| plex |            | of the Company for  | transaction  | 2 | 6 | 4 |
|      |  Company’s | administrative      | between PCL  | 7 |   | 6 |
|  Cor |   major    | expenses, which     | and the      | 5 |   | 1 |
| pora |   sh       | were mainly         | Company was  |   |   | * |
| tion | areholder, | traveling expenses  | a normal     |   |   |   |
|      |   owning   | of employees,       | price in     |   |   |   |
| Ltd. |   directly | accommodations for  | general      |   |   |   |
|   (  |   and      | employees’ family,  | business     |   |   |   |
| PCL) |            | educational fees    | practice and |   |   |   |
|      | indirectly | for employees’      | was the      |   |   |   |
|      |   the 70%  | children, insurance | price as     |   |   |   |
|      |   of the   | claims of           | actually     |   |   |   |
|      |            | employees, etc. The | paid by PCL  |   |   |   |
|      |  Company’s | Company has already | in advance   |   |   |   |
|      |   share    | expensed these      | for the      |   |   |   |
|      |   capital  | amounts and/or      | Company      |   |   |   |
|      |   and the  | collected these     | without any  |   |   |   |
|      |   two      | amounts from the    | extra charge |   |   |   |
|      |   parties  | employees and paid  | by PCL.      |   |   |   |
|      |   have     | them back to PCL.   |              |   |   |   |
|      |   common   |                     |              |   |   |   |
|      |            |                     |              |   |   |   |
|      | directors. |                     |              |   |   |   |
+------+------------+---------------------+--------------+---+---+---+
|      |   PCL is   | PTL made payments   | The price of | 1 | 5 | 1 |
| Poly |   the      | on behalf of PCL,   | the          | 7 | 1 | 8 |
| plex |            | which were          | transaction  |   |   | 5 |
|      |  Company’s | traveling expenses  | between PCL  |   |   | * |
|  Cor |   major    | of PCL employee     | and the      |   |   |   |
| pora |   sh       | family.             | Company was  |   |   |   |
| tion | areholder, |                     | a normal     |   |   |   |
|      |   owning   |                     | price in     |   |   |   |
| Ltd. |   directly |                     | general      |   |   |   |
|   (  |   and      |                     | business     |   |   |   |
| PCL) |            |                     | practice and |   |   |   |
|      | indirectly |                     | was the      |   |   |   |
|      |   the 70%  |                     | price as     |   |   |   |
|      |   of the   |                     | actually     |   |   |   |
|      |            |                     | paid by      |   |   |   |
|      |  Company’s |                     | company in   |   |   |   |
|      |   share    |                     | advance for  |   |   |   |
|      |   capital  |                     | PCL without  |   |   |   |
|      |   and the  |                     | any extra    |   |   |   |
|      |   two      |                     | charge.      |   |   |   |
|      |   parties  |                     |              |   |   |   |
|      |   have     |                     |              |   |   |   |
|      |   common   |                     |              |   |   |   |
|      |            |                     |              |   |   |   |
|      | directors. |                     |              |   |   |   |
+------+------------+---------------------+--------------+---+---+---+

* The outstanding amount payable by PTL to PCL as on 31 March 2009 was
Baht NIL.

11.2 Necessity and reasonableness of the connected transaction

The connected transaction involved the advance payments made by PCL on
behalf of the Company for administrative expenses. The payments were
made for such expenses as transportation, accommodations for employees’
family, educational fees for employees’ children, insurance claims of
employees etc. The Company has already expensed these amounts and/or
collected these amounts from the employees and paid them back to PCL.
The reimbursement of advances/expenses was actually paid back to PCL at
the actual prices incurred without any extra charge by PCL.

The connected transaction also involved the advance payments made by the
Company on behalf of PCL for administrative expenses, which were later
re-imbursed by PCL to the Company.

11.3 Measures or procedures for approval of the connected transaction

The audit committee of PTL has examined the connected transaction
described in the table above and viewed that it is in accordance with
the normal business practice. For such transactions in the future, the
Company can undertake the transactions and inform the audit committee on
a quarterly basis.

For any other future connected transactions, the Company will assign the
concerned units to gather the relevant information and provide it to the
audit committee to be used as a basis for its consideration on those
transactions as to whether they are consistent with the normal business
practice and the market price. The Company would follow the regulations
of the SEC and SET in this regard. The audit committee has to consider
and inform the board of directors for the approval. The directors who
have a conflict of interest may not partake in the giving of comments on
those connected transactions.

11.4 Policy for potential connected transactions

For any connected transactions that may take place in the future, the
Company has a policy to set appropriate conditions on the said
transactions based on the reasons and necessity of the Company. The
connected transactions performed over the past period were merely
advance payments, made for such expenses as transportation,
accommodations for employees’ family, educational fees for employees’
children, insurance claims of employees etc. Moreover, there were no
extra charges by the parent company regarding such cost and expenses as
brand name and R & D, and so on. In performing any future connected
transactions, PTL board of directors will comply with the law governing
securities and exchange and the regulations, notifications and orders of
the Stock Exchange of Thailand, as well as the regulations regarding
disclosure of information about connected transactions and acquisition
or disposal of core assets of companies or subsidiary companies
according to the accounting standards defined by the Institute of
Certified Accountants and Auditors of Thailand.

Where the connected transaction involves any person who may have a
conflict of interest, the Company will arrange for the audit committee
to give opinion on the necessity and appropriateness of that
transaction. In case the audit committee has no expertise in any such
transaction, the Company will have an independent expert or its external
auditor provide opinion on that transaction to be used as a basis of
decision-making by the board of directors or the shareholders, as the
case may be. The Company will disclose such connected transactions in
the notes to the financial statements duly audited by its external
auditor.