SET Announcements

(Translation) Ref. SS./ 0529 /2005 29 April 2005 Subject : Report the resolution at the Annual General Meeting of Shareholders # 10/2005 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 Annual General Meeting of the Company's Shareholders # 10/2005 held on 29 April 2005 at Kamolmart Room, 6th Floor, Siam City Hotel, No. 477 Sri Ayutthaya Road, Rajthevi, Bangkok. The Meeting has passed the following resolutions: Item 1. To certify the Minutes of the Annual General Meeting of Shareholders # 9/2004 held on 22 April 2004. Item 2. To approve the decrease of the registered capital of the Company, which will be made from the existing registered capital of 7,754,778,150 Baht to be the new registered capital of 7,746,876,485 Baht by canceling its registered but un-issued share in the number of 1,580,333 shares, classified into 2 portion, i.e.; (1) The 1,068,372 shares - At first, the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003 had passed the resolution to allot the 6,738,878 new ordinary shares as the additional reserved for the adjustment of the exercising right of the warrant issued under the ESOP Plans # 2, # 3 and # 4 which may have to be made due to the fact that the Company has made a right offering of share, pursuant to the terms and conditions of the Plans. And as a result of the calculation made pursuant to the formula prescribed in the Plans, the total number of shares to be issued for additional reserved were 5,357,172 shares. Therefore, the Company still had the remaining un-issued shares in the number of 1,068,372 shares, which the Company had to cancel the said remaining un-issued shares. (2) The 511,961 shares - At first, the said shares were reserved for the exercising right of the warrant approving at the resolution of the Extraordinary Meeting of Shareholders # 1/1999 held on 29 July 1999 (under the ESOP # 2 Plan, lot 1 only) for which the warrant holders was entitled to exercised their rights until the expiration date on 17 October 2004. After the date was elapsed, there were the shares reserved for the exercising right of warrant under the ESOP # 2 Plan (lot 1 only) remaining un-issued, totaling 511,961 shares which the Company had to cancel them. Furthermore, the 75,746,605 registered and un-issued shares left are reserved for the exercising right of the warrant issued pursuant to the ESOP Plans. Then, the registered capital of the Company will be 7,746,876,485 Baht, divided into 1,549,375,297 shares at the par value of 5 Baht per share, as well as, the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 3. To certify the Company's Annual Report and the Board of Directors' Report of the work done for the period of 2004. Item 4. To approve the Company's balance sheets, profit and loss statements which have been audited by the auditor of the Company ended 31 December 2004. Item 5. To approve the allocation of the net profit for legal reserves and dividend payments for the operational results from 1 January 2004 to 31 December 2004, as well as the appropriation of the annual dividend payment at the rate of 0.16 Baht (Sixteen Stang) per share. The approved dividend will be paid to shareholders on 27 May 2005. Item 6. To approve the election of Mr. Chittin Sibunruang, Mr. Visarl Chowchuvech, Miss Chittra Srisakorn and Mr. Dnuja Sindhavananda, the 4 directors who are retired on expiration of their terms as directors of the Company for the next term. Therefore, the members of the board of directors are: (1) Mr. Kovit Poshyananda (2) Mr. Chittin Sibunruang (3) Mr. Apichart Chutrakul (4) Mr. Srettha Thavisin (5) Mr. Wanchak Buranasiri (6) Mr. Visarl Chowchuvech (7) Miss Chittra Srisakorn (8) Mr. Thalin Aeimtitiwat (9) Mr. Yongyutt Chaipromprasith (10)Mr. Nopporn Boonthanom (11)Mr. Dnuja Sindhavananda Item 7. To determine the remuneration for the year 2005 to the Board of Directors and Audit Committee at the rate as follows: 7.1 The remuneration to the Board of Directors shall be paid in the form of allowance, at the same rate, i.e. 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. 7.2 The remuneration to the Audit Committee shall be paid in form of salary, at the same rate, i.e. 50,000 Baht per month for the Chairman and 30,000.- Baht per month for other members. Item 8. To appoint the following persons as auditors and fix the auditing fee for the year 2005. 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 2005, amounting to 1,699,000.- Baht Item 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 Debenture -Not exceeding Baht 3,000,000,000.- or equivalent in other currencies 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