SET Announcements

(Translation) Ref. SS/ 0182 /2002 April 25, 2002 Subject : Report the resolution at the Annual General Meeting of Shareholders # 7/2002 of Sansiri Public Company Limited. To : President The Stock Exchange of Thailand The Annual General Meeting of Shareholders # 7/2002 of Sansiri Public Company Limited held on April 25, 2002 during 10.05 a.m. to 10.45a.m., at Kamolmart Room, Siam City Hotel, 477 Sri Ayutthaya Road, Thanon Phayathai, Rajthevi, Bangkok 10400 has passed the following resolutions: 1.To certify the minutes made at an Annual General Meeting of the Company's Shareholders # 6/2001 held on April 5, 2001. 2.To approve the annual report and the board of directors' report of the work done for the period of 2001. 3.To approve the Company's balance sheets, profit and loss statements, and cash flow statements which have been audited by the auditor of the Company as at December 31, 2001. 4.To omit the annual dividend payment for the operation from January 1, 2001 to December 31, 2001 and cannot allocate net profit for legal reserves. 5.To reappoint Mr. Kovit Poshyananda, Mr. Visarl Chowchuvech, Ms. Chittra Srisakorn and Mr. Chittin Sibunruang, the 4 directors who must retire on expiration of their terms as directors of the Company. 6.To approve and fix the remuneration to each director and each of Audit Committee at the same rate which approved by the Shareholder in the previous year, in the amount of 10,000.- baht for each director per one meeting and fix the remuneration to the Audit Committee in the amount of 50,000.- baht per month for Chairman and in the amount of 30,000.- baht per month for other members. 7.To appoint Mr. Supoj Singhsaneh , holder of auditor's license No. 2826 and/or Miss Somboon Supasiripinyo , holder of auditor's license No. 3731 of KPMG Audit (Thailand) Limited as the Company's auditor with the remuneration fixed at 720,000.- baht. 8.To approve the amendment to the Company's Articles of Association to read as follows: "ARTICLE 4/1.The provision in the first paragraph of Article 4 regarding the prohibition of payment for the share by offsetting debts with the Company shall not be enforced in case that the Company restructures its debt with creditor by way of issuing new share to repay the debt under the debt to equities conversion scheme which has been approved by the resolution of shareholders meeting by not less than 3/4 (three quarter) of the total number of votes of the shareholders attending the meeting and having the right to vote. /The issuance...... -2- The issuance of the share to repay debt and the debt to equities conversion scheme in the preceding paragraph shall be in accordance with the ministerial regulations issued under the public company law concerning this matter. ARTICLE 8/1. The provision of the Article 8 regarding the prohibition that the Company shall not own its shares shall not be enforced in the following cases; (1) the Company may repurchase the shares from the shareholders who disagree with the resolution of the shareholders to amend the Articles of Association regarding the voting right and right to receive dividend which they are of the opinion that is not fair to them. (2) the Company may repurchase the shares from the shareholders for the purpose of financial management, providing that it has retain earning and surplus liquidity and such share repurchasing will not cause any financial problem to the Company. Thus, in the event that the number of shares which the Company intends to repurchase according to (1) and (2) above are less than 10% of the total number of the paid-up shares capital, the board of directors shall have an authority to approve the repurchasing as it may deem appropriate, but if the number of repurchased shares are more than 10% of the total number of the paid-up shares capital, the Company shall seek the shareholders' prior approval. The shares held by the Company shall not be count as quorum for the shareholder meeting and not be entitled for dividend. The Company must dispose all the shares being repurchased pursuant to (1) and (2) above within the time prescribed in the ministerial regulation issued under the public company law. If all the repurchased shares are not disposed within such prescribed time or left indisposed when such time is elapse, the Company shall reduce its paid up capital by way of canceling all the indisposed shares. The share repurchasing pursuant to (1) and (2) above, the disposition of the repurchased shares and the cancellation of the indisposed shares pursuant to the preceding paragraph will be done in accordance with the relevant ministerial regulations issued under the public company law. ARTICLE 14.The Company shall have a board of directors comprising not less than 9 (nine) directors who shall be appointed by the shareholders' meeting. Not less than half of the total number of directors must have residence in the Kingdom /Article 24...... -3- ARTICLE 24.The meetings of the Board of Directors shall be called by the Chairman of the Board. In any case where two or more directors request that a meeting be called, the Chairman of the Board shall fix a meeting date within 14 (fourteen) days after receipt of such request. In calling a meeting, the Chairman of the Board or the person designated by the Chairman shall send a notice to each director not less than 7(seven) days in advance of the meeting, save in the case of urgency where it is necessary to protect the rights or privileges of the Company, when a meeting may be called by other means and held with shorter notice. Such notice must specify the day, time, place and the agenda of the meeting, and shall be accompanied by all documents relevant to the meeting. ARTICLE 26.The Board of Directors has the power and responsibilities to manage and administer the Company in compliance with the objects and Articles of Association of the Company as well as the resolutions of the general meetings of shareholders. Any two of the directors may jointly sign to bind the Company with the Company's seal affixed. Subject to the provisions of the foregoing paragraph, the Board may appoint the authorized directors who shall sign to bind the Company with the Company's seal affixed. The Board may appoint a committee of executive officers to carry out the Company's day to day business or such other activities as assigned by the Board. The chief executive officer shall be appointed by the Company's Board of Directors. Executive officers shall be entitled to remuneration and allowance in such amount as the Board of Directors' meeting may determine, without prejudice to their other rights to receive other remuneration or benefits as directors of the Company pursuant to Article 29 hereof or as employees or staff of the Company. An Executive Officers' meeting may be held either by way of teleconference or by circulating a resolution of the meeting to all executive officers for their signatures, as may be necessary or practical in each case. ARTICLE 42/1.After being approved by the resolution of the shareholder meeting, the Company may transfer the reserve under the first paragraph of Article 42, the share premium reserve fund under second paragraph of Article 42 or any other reserve fund to compensate the accumulated losses of the Company. /In compensating..... -4- In compensating the accumulated losses pursuant to the first paragraph, the other reserve fund will be deducted first, then the share premium reserve fund according to the second paragraph of Article 42 and the reserve fund under the first paragraph of Article 42 will be deducted respectively. ARTICLE 49. The Company shall not reduce its capital to less than (1/4) one quarter of its original total amount, except in the event that the Company has accumulated losses after such losses have been compensated pursuant to Article 42/1, there are still accumulated losses left, the Company may reduce its capital to less than (1/4) one quarter of its original total amount." Please be informed accordingly. Yours sincerely, (Mr. Srettha Thavisin) President