SET Announcements

Ref. SS/1167/1998 December 17,1998 Re : Report the Extraordinary Shareholders Meeting of Sansiri Public Company Limited # 1/1998 To : Director The Stock Exchange of Thailand The Extraordinary Shareholders Meeting # 1/1998 of Sansiri Public Company Limited held on December 17, 1998 during 9.00 a.m. to 9.45 a.m., at the Meeting Room of Sansiri Public Company Limited , 475 Sri Ayutthaya Road , Thanon Phayathai Sub-district , Rajthevi District , Bangkok, has passed the following resolutions: 1. Aproved the Minutes of Ordinary Shareholders Meeting #3/1998. 2. Approved the Plan to Privately Offer the Common Share-Purchase Warrants to the Directors and Employees of the Company as the incentive and remunerative for the best efficient contribution of the directors and the employees , as described in the details of the Plan to Privately Offer the Common Share-Purchase Warrants to the Directors and Employees of the Company attached to the invitation to attend this Meeting which has been already sent to the Shareholders. 3. Approved to decrease the registered capital of the Company from Baht 945,500,000.- (Nine Hundred Forty Five Million and Five Hundred Thousand Baht) to Baht 697,375,060.- (Six Hundred Ninety Seven Million Three Hundred Seventy Five Thousand and Sixty Baht) by canceling all the unoffered registered shares capital in the amount of 24,812,494 (Twenty Four Million Eight Hundred Twelve Thousand Four Hundred Ninety Four Shares) -2- 4. Approved to amend the Clause 4. of the Memorandum of Association of the Company regarding the registered capital to be in accordance with the decrement of the registered capital as follows:- "Clause 4. Registered Capital : Baht 697,375,060.- (Six Hundred Ninety Seven Million Three Hundred Seventy Five Thousand and Sixty Baht divided into : 69,737,506 shares (Sixty Nine Million Seven Hundred Thirty Seven Thousand Five Hundred and Six Shares) par value per share : Baht 10.- (Ten Baht) by split to Common Shares : 69,737,506 shares (Sixty Nine Million Seven Hundred Thirty Seven Thousand Five Hundred and Six Shares) Preferred Shares : - shares ( - )" 5. Approved to increase the registered capital of the Company from Baht 697,375,060.- (Six Hundred Ninety Seven Million Three Hundred Seventy Five Thousand and Sixty Baht) to 3,312,991,260.- (Three Thousand Three Hundred Twelve Million Nine Hundred Ninety One Thousand Two Hundred Sixty Baht) by issuing the new common shares in the amount of 261,561,620 shares (Two Hundred Sixty One Million Five Hundred Sixty One Thousand Six Hundred Twenty Shares) with the par value of Baht 10.- (Ten Baht) each , totaling Baht 2,615,616,200.- (Two Thousand Six Hundred Fifteen Million Six Hundred Sixteen Thousand Two Hundred Baht) -3- 6. Approved to allot the new issued common shares as follows:- (1) in the amount of 258,074,745 shares (Two Hundred Fifty Eight Million Seventy Four Thousand Seven Hundred and Forty Five Shares) to be allotted wholely in one time or partly from time to time to the specific investors not more than 35 persons within each 12 month period and/or to the 17 type institutional investors in accordance with the SEC regulation. After the completion of the above allocation, if there are any shares left , they will be allotted to the existing shareholders pro rata according the number of shares held by them. In the event that there are any unsubscribed shares after the said right offering, the unsubscribed share will be allotted to the directors and employees of the Company. The date time and venue of each subsription and payment of the share price will be set by the Board of Directors of the Company in accordance with the concerning laws and regulations. (2) in the amount of remaining 3,486,875 shares (Three Million Four Hundred Eighty Six Thousand Eight Hundred and Seventy Five Shares) to be reserved for exercising of the right of the warrant issued under the Plan to Privately Offer the Common Share-Purchase Warrants to the Directors and Employees of the Company. 7. Approved to offer the new issue shares in the price that shall be less than the par value of registered shares of the Company from Baht 10.- (Ten Baht) to Baht 5.- (Five Baht) per share by fix the discount rate of Baht 5.- (Five Baht) per share. 8. Approved to amend the Clause 4. of the Memorandum of Association of the Company regarding the registered capital to be in accordance with the increment of the registered capital as follows:- -4- "Clause 4. Registered Capital : Baht 3,312,991,260.- (Three Thousand Three Hundred Twelve Million Nine Hundred Ninety One Thousand Two Hundred Sixty Baht) divided into : 331,299,126 shares (Three Hundred Thirty One Million Two Hundred Ninety Nine Thousand One Hundred Twenty Six Shares) par value per share : Baht 10.- (Ten Baht) by split to Common Shares : 331,299,126 shares (Three Hundred Thirty One Million Two Hundred Ninety Nine Thousand One Hundred Twenty Six Shares) Preferred Shares : - shares ( - )" 9. Other business -None- Please be informed accordingly. Yours sincerely, Wanchak Buranasiri (Mr.Wanchak Buranasiri) Director