SET Announcements

Ref. SS/0094/1999 March 4, 1999 To: Director The Stock Exchange of Thailand Re: Report of the Resolutions of the Board of Directors #3/1999 Enclosure: (1) Capital Increase Report Form of Sansiri Public Company Limited dated 3 March 1999. (2) Summary the details of the material terms of Subscription Agreement (3) Summary the details of the material terms of Debt Repayment Agreement. (4) Summary the details of the material terms of Subscription Agreement in Cathy Asset Management Limited (5) Direction set forth by the Board of Directors to allot the new issue shares (6) Details of the amendment of Article of Association. The Board of Directors of Sansiri Public Company Limited in meeting #3/1999 held on 2 March 1999 at 18 Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok at 2 p.m has approved the following resolutions. Item 1 :To certify the Minutes of the Board of Directors Meeting No.2/1999 , held on 2 March 1999. Item 2 :To reappoint Mr. Chittin Sibunruang Miss Chitra Srisakorn and Mr. Wanchak Buranasiri, as directors of the Company upon their retirement. Item 3 :To appoint Mr. Supoj Singhsaneh, holder of auditors licence no 2826 and /or Mr. Therdthong Thepmungkorn holder of auditors licence no 3787 and/or Mr. Attipng Sukonkarn holder of auditors licence no 3500 of KPMG Audit (Thailand) Limited as the Companys auditor and that the auditors remuneration be fixed at Baht 580,000 (Five Hundred and Eighty Thousand Baht) for the fiscal period ending on 31 December 1999. Item 4 :To approve the allotment of 6,000,000 (six million) shares at Baht 5 (Five Baht) per share to the following persons. (These shares were issued by the resolutions of the shareholders in the Extraordinary Shareholder Meeting # 1/1998 held on December 17, 1998 which approved to increase the registered capital of the Company and registered with the MOC on December 30, 1998 and approved to offerr the new issue of these shares at Baht 5 (Five Baht) per share. Foreign companies namely: F.C.S Asian Millennium Fund Limited 900,000 F.C.S Thailand Limited 900,000 Knight Thai Recovery Fund Limited 1,080,000 Knight Asian Recovery Fund Limited 120,000 Thai Focuss Equity Fund Limited 1,000,000 Thai companies namely: Property One Company Limited 2,000,000 That the paid up capital of the Company be increased to Baht 759,875,060 ( Seven Hundred and Fifty Nine Million, Eight Hundred and Seventy Five Thousand and Sixty Baht). Item 5 :To approve entry by the Company into a Subscription Agreement and a Debt Repayment Agreement with Starwood Thailand Corporation. The details of the material terms of these agreements are as follows. 1. Subscription Agreement. (i) Starwood Thailand Corporation (Starwood) has an option to subscribe and/or to designate other persons (each a Starwood Designate) to subscribe for up to 51% (Fifty One Percent) of the total issued shares of the Company pursuant to the terms and conditions of the agreement (provided that any applicable foreign ownership restrictions will not be breached). (ii) The details of this option are as follows. (a) Initially Starwood or a Starwood Designate will subscribe for no less than 8,000,000 (Eight Million) shares at Baht 5 (Five Baht) per share. (b) Starwood or a Starwood Designate may subscribe for 8,000,000 (Eight Million) shares at Baht 5 (Five Baht) per share prior to 30 January 2000 upon request by the Company. (c) Starwood or a Starwood Designate may subscribe for 32,400,000 (Thirty Two Million Four Hundred Thousand) ordinary shares at Baht 10 (Ten Baht) per share in accordance with the terms of the Debt Repayment Agreement (as outlined below). (d) The subscription price for the remainder of the shares is to be Baht 5 (Five Baht) per share unless otherwise provided. (Detail of the material terms of this Agreement appears in the Enclosure) 2. Debt Repayment Agreement. Starwood proposes to acquire debt owed under certain loan agreements between the Company or its subsidiaries and various financial institutions which are currently held by the FRA (the Transferred Debt) Item 6 :To approve entry by the Company into an agreement with Khun Kittiratt Na Ranong (Khun Kittiratt) in relation to the investment by the Company of Baht 6,000,000 (Six Million Baht) in Cathay Asset Management Company Limited (Cathay) and to approve subscription by the Company for 500,000 (Five Hundred Thousand) newly issued shares in Cathay at Baht 12 (Twelve Baht) per share. So the shares held by the Company will be 20% of the registered capital of Cathay , the essential terms of the Agreement appear in the Enclosure (4). Item 7 :To approve the resignations of Mr. Nopporn Boonthanorm and Mr. Thalin Aeimtitiwat and the appointment of Mr. Bradford H. Dockser and Mr. Merrick R. Kleeman as directors of the Company. Item 8 :To approve the reduction of the registered capital of the Company of Baht 3,312,991,260 (Three Thousand, Three Hundred and Twelve Million, Nine Hundred and Ninety One Thousand, Two Hundred and Sixty Baht) to Baht 794,743,810 (Seven Hundred and Ninety Four Million, Seven Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) by cancelling all of the registered but unissued shares (251,824,745 [Two Hundred and Fifty One Million, Eight Hundred and Twenty Four Thousand, Seven Hundred and Forty Five shares]) at Baht 10 each. (3,486,875 (Three Million, Four Hundred and Eighty Six Thousand, Eight Hundred and Seventy Five) shares are unissued but are reserved for the ESOP Scheme approved by the resolutions of the shareholders in the Meeting , held on December 17, 1998). The decrease in capital will be effective after approval from the shareholders. Item 9 :To approve amending Clause 4 of the Memorandum of Association of the Company in accordance with the decrease of capital referred to in Item 8 above. Item 10 : To approve an increase of the registered capital of the Company by Baht 12,499,400,000 (Twelve Thousand Four Hundred and Ninety Nine Million, Four Hundred Thousand Baht) from Baht 794,743,810 (Seven Hundred and Ninety Four Million, Seven Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) to Baht 13,294,143,810 (Thirteen Thousand, Two Hundred and Ninety Four Million, One Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) by the issue of the following shares. (a) 478,840,000 (Four Hundred and Seventy Eight Million, Eight Hundred and Forty Thousand) ordinary shares, to be issued at no less than par value of Baht 10 (Ten Baht). (b) 771,100,000 (Seven Hundred and Seventy One Million, One Hundred Thousand) ordinary shares, to be at issued at Baht 5 (Five Baht) (being less than par) in accordance with Item 12 below. The increase in capital will be effective after approval from the shareholders. Item 11 : To approve amending Clause 4 of the Memorandum of Association in accordance with the increase of capital referred to in Item 10 above. Item 12 : To approve the issue of 771,100,000 (Seven Hundred and Seventy One Million, One Hundred Thousand) shares for a price which is less than the par value of the shares of the Company (ie Baht 10) for Baht 5 (Five Baht) by the fixed discount rate of Baht 5 (Five Baht) per share. Item 13 : To approve the issue and allotment of the shares authorised pursuant to the capital increase approved in Item 10 above by authorizing the issue of the ordinary shares to effect the capital increase approved in Item 9 above once or from time to time to any of the specific investors not more than 35 persons in any 12 month period;and/or to any of 17 institutional investors as referred to in the Notification of the Securities Exchange Commission : Re the Submission and the Exemption thereto of the Information Disclosure Requirement Forms to be Submitted in the Offering of Securities dated September 12, 1996 and that the Board of Directors be authorized to determine the details of the allotments including, the identity of the subscriber, the terms, conditions, date, time, procedures or other details relating to the offer of those shares, as appropriate. In the event that after the closing of each of the above shares allotment, there are some shares left unsubscribed the Board of Directors shall proposed to the shareholders meeting to re-approve the allotment of same. Item 14 : That the Board be directed by the shareholders to exercise the discretion granted to them in Item 13 above with respect to the issue of ordinary shares authorized by the capital increase approved in Item 10 above in order to meet the conditions of Subscription Agreement , the detials as described in the Enclosure (5). Item 15 : To approve amendment to Articles 9, 10, 14, 23, 24 and 26 and addition of Article 26/1 of the Companys Articles of Association the detials as described in the Enclosure (6) Item 16 : To approve the appointment 2 additional directors. Such that there are eleven (11) directors of the company and that Khun Apichart Chutrakul and Khun Setdha Thavisin be responsible for nominating persons to be appointed by the shareholders. Item 17 : That the Annual General Meeting of the Shareholders No. 4/1999 be held on 9 April 1999 at 9.30 a.m. hours, at meeting room at 18th foor of Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok to consider the agendas proposed by the Board as described in the Enclosure (7) Item 18 : To approve and set the closing date of the shares register from March 18, 1999 at 12.00 p.m. until Ordinary Shareholders Meeting # 4/1999 has adjourned. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Director - 5 - A:\set1999\bod3_e.doc 13:35 4/3/99