SET Announcements

(Translation) Ref. SS. / 0621 /2002 22 October 2002 Subject : The amendment of the agenda for Extraordinary Meeting of Shareholders # 2/2002 of Sansiri Public Company Limited To : President The Stock Exchange of Thailand Reference : The Company's letter, SS./ 0600 /2002 dated 14 October 2002 As Sansiri Public Company Limited has reported the information concerning the resolutions of the board of directors meeting # 9/2002, held on 14 October 2002 to the SET as per detail in the Reference. Now, the board of directors of Sansiri Public Company Limited at a meeting # 10/2002 held on 22 October 2002 passed the resolutions to amend the resolutions of the board of directors at a meeting # 9/2002 concerning the transferring of the premium reserve fund (discount) and the decrease of the registered capital to compensate for accumulated losses of the Company so as to comply with the current interpretation of Ministry of Commerce. (1) Previously approved 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. Amend to Approved the transferring of the reserve fund referred to in Section 116 and all of the premium on shares reserve fund referred to in Section 51 of the Public Limited Companies Act, 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. (2) Previously approved 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- (- ) Amend to Approved the decrease of the registered capital of the Company, from 11,021,782,780 Baht to 9,423,624,276.90 Baht by lowering the par value of each share, from 10 Baht to 8.55 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 : 9,423,624,276.90 Baht (Nine Thousand, Four Hundred Twenty-Three Million, Six Hundred Twenty-Four Thousand, Two Hundred Seventy- Six Baht and Ninety 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 : 8.55 Baht (Eight Baht and Fifty-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- (- ) (3) Previously approved 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. Amend to Approved the changing of the offering price of the 235,146,600 newly issued ordinary shares which has been already allocated but still not yet offered for sale un-issued and all the shares reserved for exercising of warrant under the Plan to Privately and Offer the Ordinary Share- Purchase Warrant to the Directors and Employees of the Company and its subsidiaries previously approved in the meeting of the shareholders. And approved the changing of the discount rate for the shares for sale at a price lower than the registered par value to be accorded with the lowering the par value of each share in the preceding agenda, detailed as follow: 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. (the discount is fixed at 2.55 Baht). 1 c. 5,796,600 ordinary shares to be issued and offered at 5.-Baht per share. (the discount is fixed at 3.55 Baht). 2 Remark 1 These shares are reserved for the exercising right of the warrants issued under the Plan to Privately and Offer the Ordinary Share-Purchase Warrant to the Directors and Employees of the Company and its subsidiaries (ESOP#4) which has already been approved in the Extraordinary Meeting of Shareholders # 1/2002 held on 7 August 2002. 2 The 5,796,600 shares are comprised of: - The 65,000 shares being reserved for the exercising right of the warrants issued under the Plan to Privately and Offer the Ordinary Share-Purchase Warrant to the Directors and Employees of the Company and its subsidiaries (ESOP#1) which was already been approved in the Extraordinary Meeting of Shareholders # 1/1998 held on 17 December 1998. - The 5,090,600 shares being reserved for the exercising right of the warrants issued under the Plan to Privately and Offer the Ordinary Share-Purchase Warrant to the Directors and Employees of the Company and its subsidiaries (ESOP#2) which was already been approved in the Extraordinary Meeting of Shareholders # 1/1999 held on 29 September 1999. - The 641,000 shares being reserved for the exercising right of the warrants issued under the Plan to Privately and Offer the Ordinary Share-Purchase Warrant to the Directors and Employees of the Company and its subsidiaries (ESOP#3) which was already been approved in the General Meeting of Shareholders # 5/2000 held on 24 April 2000. In this regard, the board of directors approved to amend the item 3, 4 and 5 of the agenda for Extraordinary Meeting of Shareholders # 2/2002 which will be held on 18 November 2002 as follows: The detail of the agenda (1) Previous 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. Amend to Item 3. To consider and approve the transferring of the reserve fund referred to in Section 116 and All of the premium on shares reserve fund referred to in Section 51 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. (2) Previous 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. Amend to Item 4. To consider and approve the decrease of the registered capital of the Company (by lowering the par value of each share), to compensate for accumulated losses of the Company after the compensate by the reserve fund. 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. (3) Previous 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. Amend to Item 5. To consider and approve the changing of the offering price of the newly issued ordinary shares and the changing of the discount rate for the shares for sale at a price lower than the registered par value to be accorded with the lowering the par value of each share in the preceding agenda. Therefore, the agenda for Extraordinary Meeting of Shareholders # 2/2002 to be held on 18 November 2002 at 10.00 hours. at Vendome 2 Room, Sotitel Silom Hotel, No. 188 Silom Road, Bangrak, Bangkok 10500, after the amendment 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 and All of the premium on shares reserve fund referred to in Section 51 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), to compensate for accumulated losses of the Company after the compensate by the reserve fund. 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 and the changing of the discount rate for the shares for sale at a price lower than the registered par value 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)." Please be informed accordingly. Your truly, (Mr. Wanchak Buranasiri) Director