SET Announcements

Ref. SS/0563/1999 29 July 1999 Subject : Report the resolution at the Extraordinary Meeting of the Shareholders of the Company No. 1/1999 To : Director and Manager The Stock Exchange of Thailand The Extraordinary Meeting of Shareholders of the Company No. 1/1999 of Sansiri Public Company Limited held on 29 July 1999 during 9.30 AM to 10.00 AM, at Kamol-ruedi Room , Siam City Hotel , 477 Sri Ayutthaya Road, Thanon Phayathai, Rajthevi, Bangkok 10400, has passed the following resolutions: Item 1. Certified the minutes of annual general meeting of the shareholders of the Company No. 4/1999 held on 9 April 1999. Item 2. Approved the plan to privately issue and offer the common share-purchase warrant to directors and employees of the Company and its subsidiaries # 2 as their compensation and in order to improve efficiency of the work done by them, as described in the details of the plan to privately issue and offer the common share- purchase warrant to directors and employees of the Company and its subsidiaries # 2 attached to the invitation to attend this Meeting which has been already sent to the Shareholders. Item 3. Approved the amendment of the shareholders' resolution approving the allotment of the newly issued ordinary shares in the Annual General Meeting of the Shareholders of the Company No. 4/1999 held on 9 April 1999 by taking partially of 8,779,400 newly issued shares at Baht 5.- per share (price was below the par value of the share) from the number of shares allotment which formerly allotted to specific investors not more than 35 persons within each twelve month period and/or any of 17 types of institutional investor in accordance with the SEC Notification, the Board of Directors be authorized to determine the details of the allotments (At present, the number of which are not alloted in fully by the Board of Directors) to be reserved for the exercising right of the warrants issued pursuant to the Plan to privately issue and offer the common share-purchase warrant to the directors and the employees of the Company and its subsidiaries # 2. Item 4. Approved the amendment of the Articles of Association of the Company by inserting the new Article 9/1 to read as follows: "ARTICLE 9/1 The foreigners may hold the Company's shares in excess of 39 (thirty nine) percent of total issued shares of the Compoany in any of the following ways and conditions: (continued on page 2) -2- (1) Subscription of newly issued shares which are offered for sale to specific investors not more than 35 persons in every twelve month period and/or to any 17 institutional investors specified in Clause 2 of the Notification of the Securities Exchange Commission : Re Rules Conditions and Procedure for Applying for and Granting Permission to Offer Newly-Issued Shares for Sale dated 18 May 1999 including any amendments and substitues thereto and/or as the result of the conversion of convertible debentures or the exercise of rights attached to warrants which have been issued and offered for sale in whole or in part by the Company to the foreigners, provided however that such shareholding will not cause the foreign shareholding to exceed 49 (forty nine) percent of total issued shares. (2) Other than (1) above, at any time when the foreign shareholding of the Company exceed 39 (thirty nine) percent of the total issued shares as a result of the issuance of shares to the foreigner pursuant to (1) above, foreigners may hold newly issued shares of the Company in any of the following way: -subscription for newly-issued shares by exercising rights as an existing shareholder; -dividend payment in the form of shares. -transfer of shares from foreign shareholders Provided however that the shareholding pursuant to the above will not increase the percentage of foreign shareholding of the Company at such time and not cause the foreign shareholding of the Company to exceed 49 (forty nine) percent of the total issued share(s)." Item 5. Approved Mr. Surakiat Wongwasin be appointed as the new director of the Company to substitute Mr. Pornsanong Tuchinda who deny to be appointed as new director in the Annual General Meeting of the Shareholders of the Company No. 4/1999 held on 9 April 1999 so that the Board of Directors will consist of 11 persons. Item 6. Approved the remuneration of directors in the amount of Baht 10,000.- per one director and per one meeting. Please be informed accordingly. Yours sincerely, (Mr. Apichart Chutrakul) Chief Executive Officer