24 April 2000

RESOLUTION PASSED AT ANNUAL GENERAL SHAREHOLDERS' MEETING

Ref. SS/0185/2000 24 April 2000 Subject:Report the resolution at the Annual General Meeting of Shareholders No. 5/2000 of Sansiri Public Company Limited. To :Director and Manager The Stock Exchange of Thailand The Annual General Meeting of Shareholders No. 5/2000 of Sansiri Public Company Limited held on 24 April 2000 during 9.30 a.m. to 10.15 a.m., 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 the Extraordinary Shareholders Meeting No.1/1999 held on 29 July 1999. Item 2. Acknowledged the Board of Director's annual report of the work done for the period of 1999. Item 3. Approved the Company's balance sheet and profit and loss statement which have been audited by the auditor of the Company for the period ending 31 December 1999. Item 4. Approved the Company have no dividends to be distributed to the Shareholders in accordance with the opinion of the Board. Item 5. Approved Mr. Vasant Chatikavanij, Mr. Visarl Chowchuvech, Mr. Merrick R. Kleeman and Mr. Thanapol Sirithanachai, be reappointed as directors of the Company. Item 6. Acknowledged the appointment of Audit Committee of the Company. Item 7. Approved and fixed the remuneration to each director at the same rate which approved by the Shareholder in the previous year and fixed 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 1 January 2000. Item 8. Approved 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 with the remuneration fixed at Baht 580,000 (Five Hundred and Eighty Thousand Baht). /Item 9..... -2- Item 9. Approved the plan to privately issue and offer the common share-purchase warrant to directors and employees of the Company and its subsidiaries # 3 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 ordinary share- purchase warrant to directors and employees of the Company and its subsidiaries # 3 attached to the invitation to attend this Meeting which has been already sent to the Shareholders. Item 10.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 which is amended by the Extraordinary Meeting of the Shareholders of the Company No. 1/1999 held on 29 July 1999 by taking 641,000 shares at Baht 5.- per share (price was below the par value of the share) 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 to be reserved for the exercising right of the warrant 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. Please be informed accordingly. Yours sincerely, (Mr. Apichart Chutrakul) Chief Executive Officer C:\AGM2000\AGM_e.doc C:\AGM2000\AGM_e.doc