SET Announcements

(Translation) Ref. SS./ 0668 /2002 18 November 2002 Subject : Report the resolution at the Extraordinary Meeting of the Company's Shareholders, # 2/2002 of Sansiri Public Company Limited. To : President The Stock Exchange of Thailand The Extraordinary Meeting of the Company's Shareholders, # 2/2002 of Sansiri Public Company Limited held on 18 November 2002 at Vendome 2 Room, Sofitel Silom Hotel, Silom Road, Silom, Bangrak, Bangkok 10500 has passed the following resolutions: 1. To certify the Minutes of the Extraordinary Meeting of Shareholders # 1/2002, held on 7 August 2002 2. To approve 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- (- ) 3. To 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 in accordance with Section 119 of the Public Limited Companies Act. 4. To approve 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 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 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- (- ) 5. To approve 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). c. 5,796,600 ordinary shares to be issued and offered at 5.-Baht per share. (the discount is fixed at 3.55 Baht). 6. To approve 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." Please be informed accordingly. Yours sincerely, (Mr. Srettha Thavisin) President