SET Announcements

(Translation) Ref. SS./ 2277 /2004 22 April 2004 Subject : Report the resolution at the Annual General Meeting of the Company's Shareholders, # 9/2004 of Sansiri Public Company Limited. To : President The Stock Exchange of Thailand The Annual General Meeting of the Company's Shareholders, # 9/2004 of Sansiri Public Company Limited held on 22 April 2004 at Kamolmart Room, 6th Floor, Siam City Hotel, No. 477 Sri Ayutthaya Road, Rajthevi, Bangkok 10400 has passed the following resolutions: 1. To certify the Minutes of the Extraordinary Meeting of Shareholders, # 1/2003, held on 17 November 2003. 2. To approve the Company's annual report and the board of directors' report of the work done for the period of 2003. 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 31 December 2003. 4. To approve the allocation of the net profit for a legal reserve in the amount equals to 5% of the net profit after deducting the retain loss carried forward as well as the appropriation of the annual dividend payment for the operation from 1 January 2003 to 31 December 2003 in the amount of 0.15 Baht per share. The approved dividend will be paid to shareholders on 21 May 2004. However, the shareholders holding votes equivalent to 0.042% of the total number of votes of the shareholders attending the Meeting, disapproved the rate of dividend payment per share which proposed by the Board of Director. 5. To re-appoint Mr. Kovit Poshyananda, Mr. Apichart Chutrakul, Mr. Srettha Thavisin and Mr. Yongyutt Chaipromprasith, the 4 directors who must retire on expiration of their terms as directors of the Company. Therefore, the members of the board of directors are: (1) Mr. Kovit Poshyananda (2) Mr. Chittin Sibunruang (3) Mr. Vasant Chatikavanij (4) Mr. Apichart Chutrakul (5) Mr. Srettha Thavisin(6) Mr. Wanchak Buranasiri (7) Mr. Visarl Chowchuvech (8) Ms. Chittra Srisakorn (9) Mr. Thalin Aeimtitiwat (10) Mr. Yongyutt Chaipromprasith (11) Mr. Nopporn Boonthanom 6. To approve the remuneration and fix the remuneration for the year 2004 to each director and each of Audit Committee at the rate as follows: - The remuneration to the directors shall be paid in the form of allowance, amounting to 10,000.- baht for each director per one meeting. However, it should not paid more than 2 times in one month, i.e. if the meetings are held more than 2 times in any particular month, the allowance will be paid for only the first 2 meetings. - The remuneration to the Audit Committee shall be paid in form of salary, amounting to 50,000.- baht per month for Chairman and amounting to 30,000.- baht per month for other members. 7. To appoint the following persons as auditors and fix the auditing fee for the year 2004. Name CPA No. Auditing Firm Mr. Supot Singhasaneh 2826 KPMG Phoomchai Audit Limited or Ms. Somboon Supasiripinyo. 3731 KPMG Phoomchai Audit Limited - with the auditing fee for the year 2004, at 940,000.-Baht (Nine Hundred and Forty Thousand Baht Only). 8. To approve an amendment to Clause 3. of the Memorandum of Association of the Company by amend the objects of the Company, consist of 60 items as described in the details of particulars of objects (amendment) of the Company attached to the invitation to attend this meeting which has been already sent to the shareholders. 9. To approve the issue and offering of debenture, the detail of which are as follows: Type Secured or unsecured debenture, which suit market prevail conditions Currency Baht and/or any foreign currency Total value of Not exceeding Baht 3,000,000,000.- or equivalent in other currencies Debenture Maturity Not over 10 years of each issuance Type Offering The debenture issued pursuant to this plan will be offered in all or in part, as a public offering and/or a private placement and/or to any foreign and/or local institutional investors. Such offerings may be made in one time or several times in accordance with the relevant SEC regulations. Premature Redemption The holders of the debentures and the Company may or may not be entitled to the right to prematurely redeem, subject to the terms and conditions of each issuance. Interest Subject to the prevailing market conditions at the time of issue and offering Providing that, the board of directors or any person delegated by the board of directors will be authorized to determine the terms and conditions, as well as, any other details of the debenture and the issue and offering, which include, but not limited to, currency, amount, number of types, types and value of security, par value, offering price, type and rate of the interest, term of principle repayment, interest payment term and right of the holder of debenture to prematurely redeem it. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Executive Vice President