SET Announcements

Ref. SS/0324/1999 22 June 1999 Subject:Report of the Resolutions of the Board of Directors # 8/1999 To: Director and Manager The Stock Exchange of Thailand Enclosure: (1) Summary the investment in Starwood Thailand Property Fund I (2) Summary the preliminary of the Plan to provately issue and offer of the common share-purchase warrant to the directors and the employees of the Company and its subsidiaries # 2 (3) Details of the amendment of Articles of Association. (4) The agenda of extraordinary meeting of shareholder # 1/1999 including the opinions of the Board. The Board of Directors of Sansiri Public Company Limited in meeting # 8/1999 held on 22 June 1999 at 18th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok during 9.30 - 10.45 hours has approved the following resolutions: Item 1. To approve the investment in Starwood Thailand Property Fund I as detailed in Enclosure (1) attached hereto. Item 2. To approve Plan to privately issue and offer the common share-purchase warrants to the directors and the employees of the Company and its subsidiaries # 2 as detailed in Enclosure (2) attached hereto. Item 3. To approve the amendment of the shareholders' resolution approving the allotment of newly issued shares in the Annual General Meeting of the Shareholders # 4/1999 held on 9 April 1999 by taking 8,779,400 newly issued shares at Baht 5.- per share (price was below par value of the share) formerly allotted to specific investors not more than 35 persons in each twelve month period and/or 17 types of institutional investors in accordance with the SEC Notification to be reserved for the exercising right of the warrant issued pursuant to the Plan to privately issue and offer to the directors and the employees of the Company and its subsidiaries # 2 Item 4. To approve the amendment of Articles of Association of the Company as per details in Enclosure (3) attached hereto. Item 5. To appoint Mr. Surakiat Wongwasin as a new director replacing Mr. Pornsanong Tuchinda who deny to accept the directorship as appointed by the shareholders' resolution in Annual General Meeting of Shareholders of the Company # 4/1999 held on 9 April 1999 Item 6. To approve the issuance and allotment of newly issued shares of the Company as follows: (1) The Company will offer 1,603,351 (One Million Six Hundred Thousand and Three Thousand Three Hundred Fifty One) newly issued shares with the par value of Baht 10.- (Ten Baht) each to the Book Club Finance and Securities Public Company Limited, one of the 17 institutional investors as specified in the SEC Notification, at the price of Baht 10.-(Ten Baht) per share and Mr. Srettha Thavisin, the President be appointed by the board of director to set the particular date, time and venue of the share subscription period of the said offer in accordance with the terms and conditions to be agreed with the Book Club Finanace and Securities Public Company Limited -2- The objective of this shares offering was to raise money from the Book Club Finance and Securities Public Company Limited to repay the partial of outstanding debt owing to it in accordance with the debt settlement agreement to be agreed between the Company and the Book Club Finance and Securities Public Company Limited (2) The Company will offer 3,000,000 (Three Million ) newly issued shares with the par value of Baht 10.- (Ten Baht) each to the Thai Farmer Bank Public Company Limited, one of the 17 institutional investors as specified in the SEC Notification, at the price of Baht 10.- (Ten Baht) per share and Mr. Srettha Thavisin, the President be appointed by the board of director to set the particular date, time and venue of the share subscription period of the said offer in accordance with the terms and conditions to be agreed with the Thai Farmer Bank Public Company Limited The objective of this shares offering was to raise money from the Thai Farmer Bank Public Company Limited to repay the outstanding debt owing to it in accordance with debt settlement agreement to be further agreed between the Company and the Thai Farmer Bank Public Company Limited. Item 7. That the Extraordinary Meeting of the Shareholders of the Company # 1/1999 be held on 29 July 1999, at 9.00 hour, at Kamol-ruedi Room , Siam City Hotel , 477 Sri Ayutthaya Road, Thanon Phayathai , Rajthevi, Bangkok 10400 to consider the proposed agenda including the opinion of the Board as per details in Enclosure (4) attached hereto. Item 8. To approve and set the closing date of share register of the Company for the right to attend the extraordinary meeting of shareholders of the Company # 1/1999 from 12.00 hour on 9 July 1999 until the said shareholders meeting has adjourned. Please be informed accordingly. Yours sincerely, (Mr. Apichart Chutrakul) Chief Executive Officer