SET Announcements

(Translation) Ref. SS. / 0600 /2002 14 October 2002 Subject : Announces date for the Extraordinary Meeting of Shareholders of Sansiri Public Company Limited To : President The Stock Exchange of Thailand The board of directors of Sansiri Public Company Limited at a meeting # 9/2002 held on 14 October 2002 passed the following resolutions: Item 1. Approved the decrease of the registered capital of the Company, from 21,850,577,100 Baht to 11,021,782,780 Baht by canceling its registered but un-issued share in the number of 1,082,879,432 shares. (The 35,146,600 registered and un-issued shares left are reserved for the exercising of the warrant issued.) Because the said shares are reserved for the exercising right of Starwood Thailand Corporation under the Subscription Agreement dated 3 March 1999, which has already been terminated. And approved the amendment of Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital to read as follow: Clause 4. The registered capital : 11,021,782,780 Baht (Eleven Thousand, Twenty- One Million, Seven Hundred Eighty-Two Thousand, Seven Hundred and Eighty Baht) Divided into : 1,102,178,278 shares (One Thousand, One Hundred and Two Million, One Hundred Seventy-Eight Thousand, Two Hundred and Seventy-Eight shares) At a par value of : 10 Baht (Ten Baht) Divided into Ordinary shares : 1,102,178,278 shares (One Thousand, One Hundred and Two Million, One Hundred Seventy-Eight Thousand, Two Hundred and Seventy-Eight shares) Preferred shares : -None- ( - ) Item 2. Approved the transferring of the reserve fund referred to in Section 116 of the Public Limited Companies Act, in the amount of 11,279,621.66 Baht to compensate for the accumulated losses of the Company in accordance with Section 119 of the Public Limited Companies Act, which the financial statement of the Company as at 30 June 2002, reviewed by the auditor of the Company has shown the accumulated losses in the amount of 2,342,373,137.01Baht. Item 3. Approved the decrease of the registered capital of the Company, from 11,021,782,780 Baht to 4,133,168,542.50 Baht by lowering the par value of each share, from 10 Baht to 3.75 Baht to compensate for the accumulated losses of the Company. And approved the amendment of Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital to read as follow: Clause 4. The registered capital : 4,133,168,542.50 Baht (Four Thousand, One Hundred Thirty-Three Million, One Hundred Sixty- Eight Thousand, Five Hundred Forty-Two Baht and Fifty Stang) Divided into : 1,102,178,278 shares (One Thousand, One Hundred and Two Million, One Hundred Seventy-Eight Thousand, Two Hundred and Seventy-Eight shares) At a par value of : 3.75 Baht (Three Baht and Seventy-Five Stang) Divided into Ordinary shares : 1,102,178,278 shares (One Thousand, One Hundred and Two Million, One Hundred Seventy-Eight Thousand, Two Hundred and Seventy-Eight shares) Preferred shares : -None- ( - ) Item 4. Approved the changing of the offering price of the newly issued ordinary shares to be accorded with the lowering the par value of each share in the preceding agenda by change the offering price of the newly issued ordinary shares, which approved by the Extraordinary Meeting of the Shareholders # 1/2002 held on 7 August 2002, detailed as follow: The number of the registered but un-issued shares left after the decrease of the registered capital are 229,350,000 shares divided into: a. 200,000,000 ordinary shares to be issued and offered at the price which is not less than the par value and is not less than 80% of the market price of the Company's share, providing that the "market price" will be determined by way of the weighted average price or the averaged closed price per share of the Company as traded in SET during the period of 30 trading days prior to the date on which the board of directors approves the share offering in accordance with the mandate approved in the Extraordinary Meeting of the Shareholders # 1/2002 held on 7 August 2002. b. 29,350,000 ordinary shares to be issued and offered at 6.-Baht per share. Item 5. Approved the amendment of the Article of Association to be accorded with the regulations of the Securities and Exchange Commission concerning the approval of offering of shares for sale by adding Clause 52 to read as follow: "Clause 52. In case the Company or its subsidiaries decide to enter into any transaction, in order to cause an acquisition or disposition of assets, or the connected transaction under the meaning and the regulation with specified in the Notification of the Stock Exchange of Thailand, governing the Connected Transaction or the Acquisition and Disposition of Assets of Listed Companies as the case may be, the Company shall abide by the rules and procedures concerning the said Notification." Item 6. Approved to set date for Extraordinary Meeting of Shareholders # 2/2002 should be held on 18 November 2002 at 10.00 hours. at Vendome 2 Room, Sotitel Silom Hotel, No. 188 Silom Road, Bangrak, Bangkok 10500. The agenda for the meeting will be as follows: Item 1. To certify the minute of the Extraordinary Meeting of Shareholders # 1/2002. Item 2. To consider and approve the decrease of the registered capital of the Company (by canceling its registered but un-issued share) and approved the amendment of Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 3. To consider and approve the transferring of the reserve fund referred to in Section 116 of the Public Limited Companies Act to compensate for the accumulated losses of the Company under the regulation in accordance with Section 119 of the Public Limited Companies Act. Item 4. To consider and approve the decrease of the registered capital of the Company (by lowering the par value of each share) and approved the amendment of Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 5. To consider and approve the changing of the offering price of the newly issued ordinary shares to be accorded with the lowering the par value of each share in the preceding agenda. Item 6. To consider and approve the amendment of the Article of Association. Item 7. Other businesses (if any). Item 7. To fix the date to close the share register book for the right to attend the Extraordinary Meeting of Shareholders # 2/2002 from 29 October 2002 at 12.00 p.m. until the meeting is adjourned. Please be informed accordingly. Your truly, (Mr. Wanchak Buranasiri) Director