SET Announcements

(English Translation) Ref. SS./ 0962 /2003 18 November 2003 Subject : Report on the resolution at the Extraordinary Shareholders Meeting # 1/2546 of Sansiri Public Company Limited. To : President The Stock Exchange of Thailand Sansiri Public Company Limited would like to report on the resolutions made at the Extraordinary Shareholders Meeting # 1/2546 held on 17 November 2003 at Vendome 1 Room, Sofitel Silom Hotel, Silom Road, Silom, Bangrak, Bangkok. The details of the resolutions are as follows: 1. To certify the minutes of the Annual General Meeting of Shareholders # 8/2003, held on 30 April 2003. 2. To approve the decrease of the registered capital of the Company, from Baht 9,423,624,276.90 to Baht 7,713,624,276.90 by canceling the registered but un-issued shares, in the number of 200,000,000 shares. (The 18,350,567 registered and un-issued shares left are reserved for the exercise of the warrant issued). 3. To approve the amendment of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital approved in the preceding agenda as follow: Clause 4. The registered capital of Baht 7,713,624,276.90 Divided into 902,178,278 shares With the par value of Baht 8.55 each Shares are classified into:- Ordinary Shares of 902,178,278 shares Preference Shares - shares 4. To approve the decrease of the registered and paid up capital after the Company has decreased registered capital of the Company by canceling the registered but un-issued shares, from the registered capital of Baht 7,713,624,276.90 to Baht 4,510,891,390.-, by reducing par value of the share from Baht 8.55 per share to Baht 5.- per share. The amount of the decreased paid up capital, in the amount of Baht 3,137,588,374.05 (calculated on the registered and paid up capital of Baht 7,556,726,929.05) will be used to write off the discount of the shares value, which the Company earlier offered the ordinary shares with the discount as recorded by the Company's auditor in the financial statements of the Company. There will not be any amount of the decreased paid up capital paid back to the shareholders, as a result of this capital reduction. 5. To approve the amendment of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital approved in the preceding agenda as follow: Clause 4 The registered capital of Baht 4,510,891,390.- Divided into 902,178,278 shares With the par value of Baht 5.- each Shares are classified into:- Ordinary Shares of 902,178,278 shares Preference Shares - shares 6. To approve the increase of the registered capital of the Company from Baht 4,510,891,390.- to Baht 7,754,778,150.- by issuing 648,777,352 new ordinary shares, at the par value of Baht 5.- per share after the Company has completed the registration of the decrease of the registered capital by canceling the registered but un-issued shares and the decrease of the registered and paid up capital by reducing the par value of share as required by law. 7. To approve the amendment of the Memorandum of Association of the Company to be accorded with the increase of the registered capital approved in the preceding agenda as follow. Clause 4 The registered capital of Baht 7,754,778,150.- Divided into 1,550,955,630 shares With the par value of Baht 5.- each Shares are classified into:- Ordinary Shares of 1,550,955,630 shares Preference Shares - shares 8. To approve the Plan to Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 5 (ESOP # 5). 9. To approve the allotment of newly issued shares as follows: 1. To allot 589,218,474 new ordinary shares, at the price of Baht 5.- per share, to the Company's existing shareholders in proportion to their shareholding entitlements. The Board of Directors shall be authorized to have the power to do any acts and things necessary for and relevant to the offering of shares to the existing shareholders in all respects, including but not limited to, fixing the closing date of the Share Register Book of the Company for the purpose of determining the right to subscribe for the capital increase shares (XR), determining the conditions and details of the offering, date and time for the subscription and payment of the subscription price, and to appoint any substitute to conduct such acts, etc. The subscription ratio is 3 existing shares to 2 newly issued ordinary shares at the price of Baht 5.- per share. Any fraction of a share shall be disregarded and such disregarded fractions of shares shall be combined with the remaining unsubscribe shares, which some shareholders waive their rights or fail to subscribe within the prescribed period or fail to make the payment or for any other reasons, in order to allot to the existing shareholders who wish to subscribe the shares in excess of their entitlements, provided however that the existing shareholders who wish to subscribe the shares in excess of their entitlements may not subscribe for the excess shares exceeding the number of shares they are entitled to. a. The shareholders shall have the rights to subscribe for the new shares in excess of their entitlements at the price of Baht 5.- per share, provided that the shares to be subscribed in excess of their entitlements may not exceed the number of shares they are entitled to, and must subscribe for the new shares in excess of their entitlements at the same time as they subscribe for the shares to which they are entitled and pay for the price of the shares for which they subscribe. The Board of Directors will allot the remaining unsubscribe shares which some shareholders waive their rights or fail to subscribe within the prescribed period or fail to make the payment or for any other reasons to the existing shareholders who wish to subscribe the shares in excess of their entitlements in accordance with the following criteria: (1) in the event that the number of newly issued shares to which the existing shareholders have subscribed in excess of their entitlements is greater than the number of shares left over from the allotment, the remaining unsubscribe shares shall be re-allotted among the shareholders who have expressed their intention to subscribe for shares in excess of their entitlements and paid for the subscription price of the said shares, in proportion to the number of shares each existing shareholders subscribed to in excess of their entitlements, computed on the basis of the total number of shares to which all the existing shareholders have previously subscribed which are in excess of their entitlements. The Company will notify the shareholders of the result of the allotment and refund the subscription price, without interest, for the portion of shares which have not be allotted, within 20 days from the closing date for subscription. (2) in the event that the number of newly issued shares to which the existing shareholders subscribe in excess of their entitlements is less than the number of shares left over after the allotment, such shares shall be allotted to all those existing shareholders who subscribed in excess of their entitlements and paid for the subscription price. b. In case there are any shares remaining unsubscribed by the existing shareholders in proportion of their shareholding entitlement as mentioned in a., the remaining shares will be allotted and offer to the directors and/or employees of the Company and its subsidiaries, priced at Baht 5.- per share, the same price as offered to the existing shareholders. The number of shares to be offered to each director and/or employee of the Company and its subsidiaries shall not be in excess of 1,000,000 shares per person. The shares subscription and payment will be completed no later than 10 working days following the closing of the subscription period of the right offer. c. In the event that there are still unsubscribe shares left over after the allotment mentioned in a. and b. above, the Board of Directors shall be authorized to allot and offer such left over shares, in whole or in parts, and from time to time to investors not more than 35 persons within 12 months; and/or institutional investors or specific investors categorized under the Notification of the Securities and Exchange Commission (SEC) No. Kor.Jor.12/2543; Re: the Application and Permission for Offering Newly Issued Shares, price at not less than 80% of the Market Price of the share, providing that the "Market price" will be calculated by way of weighted average market price, or average closing price of the share as traded in SET for not more than 30 trading days prior to the Board of the Directors has a resolution to allot and offer such shares at the time. The Board of Directors shall also be authorized to fix the offering price, subscription period and any other relating details of each allotment and offer, including the determination of the "Market Price" in accordance with the SEC Announcement relating thereto. And the Company shall, from time to time, affect the registration to change its paid up capital to the Public Companies Registrar, based on each payment of the subscribers. 2. To allot 6,738,878 new ordinary shares as the additional reserved shares for the adjustment of the exercising right of the warrants issued under the plan to privately issue and offer of the warrants to purchase the newly issued ordinary shares in the Company to the directors and employees of the Company and its subsidiaries # 2, #3 and #4 (ESOP plans). However, if the total number of the additional shares to be increased to reserve for the exercise of such rights to the shareholders, totaling 6,738,878 shares mentioned above are less than the number of shares that the Company has to issue for additional reserve as a result of the adjustment of the exercise right calculated pursuant to the formula, the Company will propose in the next shareholders meeting for the approval of the shareholders to issue and allot additional shares so as to be sufficient for the adjustment of exercise right. On the contrary, if the total number of shares to be issued for additional reserve as a result of the adjustment of the exercise right calculated pursuant to the formula are less than 6,738,878 shares, the Company will propose in the next shareholders meeting for the approval of the allotment or cancellation of the said remaining un-issued and allotted shares as the Board of Directors deems appropriate. In this regard, the Chief Executive Officer and the President shall have the power to do any acts and things necessary for and relevant to the offering of the new ordinary shares to reserve for the exercise of the warrants to purchase ordinary shares of the Company by the warrant holders pursuant to the adjustment of rights under the ESOP Plans in all respects. 3. To allot 52,820,000 new ordinary shares, at the price of Baht 5.- per share as the reserved shares for the exercising of the warrants issued under the Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 5 (ESOP#5). 10. To approve the amendment of Article 51 of the Articles of Association of the Company, with respect to the change of the Company's seal. 11. To acknowledge in principle of the disposition of the asset of Richee Holding Alliances Co., Ltd., the wholly owned subsidiary of the Company, which is the owner of the land and the buildings including furniture and fixtures of the hotel, Sofitel Silom Bangkok Hotel to a property fund for public offering (Type 1 Fund). Yours sincerely, (Mr. Wanchak Buranasiri) Director