SET Announcements

Ref. SS/0118/2000 February 29, 2000 Subject:Report of the Resolutions of the Board of Directors # 1/2000 To : Director and Manager The Stock Exchange of Thailand Enclosures: (1) Summary of invesment in Sansiri dot com Limited. (2) Summary the preliminary of the plan to provately issue and offer of the ordinary share-purchase warrant to the directors and the employees of the Company and its subsidiaries # 3. (3) The Agenda of the Annual General Meeting of the Company's shareholders # 5/2000 with the opinion of the Board. The Board of Directors of Sansiri Public Company Limited in meeting # 1/2000 held on February 29, 2000 at 18th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok during 14.00 15.30 hours has approved the following resolutions: 1. To reappoint Mr. Vasant Chatikavanij, Mr. Visarl Chowchuvech, Mr. Merrick R. Kleeman and Mr. Thanapol Sirithanachai, as directors of the Company upon their retirement. 2. To approve the remuneration of each director at the same rate which approved by the Shareholder in the previous year and fix the remuneration to each of Audit Committee in the amount of Baht 50,000.- per month for Chairman and in the amount of Baht 30,000.- per month for other members effective on January 1, 2000. 3. To appoint Mr. Supoj Singhsaneh , holder of auditor's license No. 2826 and/or Miss Somboon Supasiripinyo , holder of auditor's license No. 3731 and/or Miss Wannaporn Jongpeeradajanonda , holder of auditor's license No. 4098 of KPMG Audit (Thailand) Limited as the Company's auditor and that the auditor's remuneration be fixed at Baht 580,000 (Five Hundred and Eighty Thousand Baht) for the fiscal period ending December 31, 2000. 4. To approve the investment in Sansiri dot com Limited as detailed in Enclosure (1) attached hereto. 5. To approve plan to privately issue and offer the ordinary share-purchase warrants to the directors and the employees of the Company and its subsidiaries # 3 as detailed in Enclosure (2) attached hereto. 6. To approve 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 # 4/1999 held on April 9, 1999 which is amended by the Extraordinary Meeting of the Shareholders of the Company # 1/1999 held on July 29, 1999 by taking 641,000 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 (which, at present, is not yet fully allotted) to be reserved for the exercising right of the warrants issued pursuant to the plan to privately issue and offer the ordinary share-purchase warrant to the directors and the employees of the Company and its subsidiaries # 3. /7. That.. -2- 7. That the Annual General Meeting of the Shareholders of the Company # 5/2000 be held on April 24, 2000, 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. 8. To approve and set the closing date of share register of the Company for the right to attend the Annual General Meeting of the Shareholders of the Company # 5/2000 from 12.00 hour on April 4, 2000 until the said shareholders meeting has adjourned. Please be informed accordingly. Yours sincerely, (Mr. Srettha Thavisin) President