SET Announcements

Enclosure Capital Increase Report Form Sansiri Public Company Limited 9 April 1999 We Sansiri Public Company Limited hereby report the resolution at the Annual General Meeting No. 4/1999 held on 9 April 1999 during 9.30 a.m. to 10.30 a.m. in respect of a capital increase/share allotment as follows:- 1. Capital increase: The Shareholders Meeting has approved: (i) Decrease of the registered capital of the Company from 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 the registered but unissued share capital in the amount of 251,824,745 (Two Hundred and Fifty One Million, Eight Hundred and Twenty Four Thousand, Seven Hundred and Forty Five) shares. (by 3,486,875 (Three Million, Four Hundred and Eighty Six Thousand, Eight Hundred and Seventy Five Shares are unissued but are reserved for the Plan to Privately Offer the Common Share-Purchase Warrants to the Directors and Employees of the Company) which is approved at the Extraordinary Shareholders Meeting on 17 December 1998); and (ii) Increase of the registered capital of the Company 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 issuing 1,249,940,000 (One Thousand, Two Hundred and Forty Nine Million, Nine Hundred Forty Million) new shares with a par value of Baht 10 (Ten Baht) each, totalling Baht 12,499,400,000 (Twelve Thousand, Four Hundred and Ninety Nine Million, Four Hundred Thousand Baht) by means of the issuance of the following shares. (a) 478,840,000 ordinary shares, to be issued at par value of Baht 10 (Ten Baht). (b) 771,100,000 ordinary shares to be at issued Baht 5 (Five Baht) (being less than par) with a fixed discount of Baht 5 (Five Baht) per share. (Mr. Apichart Chutrakul) (Mr. Srettha Thavisin) Director -2- 2. Allotment of new shares: The Shareholders Meeting No. 4/1999 has approved the allocation of the newly issued ordinary shares in the amount of 1,249,940,000 shares (One Thousand, Two Hundred and Forty Nine Million, Nine Hundred Forty Million shares) with a par value of Baht 10 (Ten Baht) each, totalling Baht 12,499,400,000 (Twelve Thousand, Four Hundred and Ninety Nine Million, Four Hundred Thousand Baht), the details of which are as follows:- 2.1 Detail of allotment Allocated to Number of Shares (units) Ratio (old new) Selling price (Baht/Shar e) Share subscriptio n and payment date Remark - Starwood Thailand Corporation one of the 17 institutional investors as specified in the Notification of the Securities Exchange Commission Re: Rules Conditions and Procedure for the Applying for and Granting Permission to Offer Newly- Issued Shares for Sale 8,000,000 - 5.- The share subscription period of the said offer will commence from 9 April 1999 to 20 April 1999 during 8.00-17.00 hour each day, provided that if the total amount of the offering shares are subscribed on any day earlier than the last day of the said subscription period, such day will deemed to be the closing date of the subscription period. 2.2 The Company's plan where there is a fraction of shares remaining This allotment has not a fraction of shares remaining. 2.3 The number of shares remaining from the allotment (The number of shares to be further offered) is 1,241,940,000 shares (Mr. Apichart Chutrakul) (Mr. Srettha Thavisin) Directors -3- 3. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) - To register the decrease of the capital of the Company (by canceling all the unoffered registered share capital). - To register the increase of the capital of the Company with the Department of Commercial Registration, Ministry of Commerce. - To register the Paid-up capital (Capital Increase) of the Company with the Department of Commercial Registration, Ministry of Commerce. 4. Objective of the capital increase and plans for utilizing proceeds received from the capital increase - To reduce the Company's indebtedness, finance the operation and development of the existing and future business of the Company and its subsidiaries approximately of Baht 40,000,000 (Forty Million Baht) 5. Benefits which the Company will receive from the capital increase/share allotment: To reduce the interest expense burden of the Company, to create investor confidence and strengthen the company's foundation by having institutional investors as shareholders. Furthermore, to generate revenue from new investment in and project management services rendered to real estate projects and other related projects. 6. Benefits which the shareholders will receive from the capital increase/share allotment 6.1 The dividend policy : Unless otherwise required, the policy of the Board of Directors is to recommend that the Shareholders meetings resolve to distribute dividends to every shareholder each and every year. The percentage expected to be appropriated as a dividend will not be less than 50% of the net profit after tax. (Mr. Apichart Chutrakul) (Mr. Srettha Thavisin) Directors -4- 6.2 Subject to legal requirements and other obligations of the Company the subscribers of the shares allotted this time will be entitled to any dividend paid from the 1999 performance or the subscription year. Signed ................................... director (Mr. Apichart Chutrakul) Signed .................................. director (Mr. Srettha Thavisin)