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Enclosure Capital Increase Report Form Sansiri Public Company Limited November 13, 1998 We Sansiri Public Company Limited hereby report the resolution of the Board of Directors' Meeting # 12/1998 held on held on November 13 , 1998 during 1.00 p.m. to 2.30 p.m., in respect of a capital increase/share allotment as follows:- 1. Capital increase : The Board of Directorss Meeting has approved to decrease the registered capital of the Company from Baht 945,500,000.- (Nine Hundred Forty Five Million and Five Hundred Thousand Baht) to Baht 697,375,060.- (Six Hundred Ninety Seven Million Three Hundred Seventy Five Thousand and Sixty Baht) by cancelling all the unoffered registered shares capital in the amount of 24,812,494 (Twenty Four Million Eight Hundred Twelve Thousand and Four Hundred and Ninety Four Shares). and Increase the registered capital of the Company from Baht 697,375,060.- (Six Hundred Ninety Seven Million Three Hundred Seventy Five Thousand and Sixty Baht) to Baht 3,312,991,260.- (Three Thousand Three Hundred Twelve Million Nine Hundred Ninety One Thousand and Two Hundred and Sixty Baht) by issuing the new common shares in the amount of 261,561,620 shares (Two Hundred Sixty One Million Five Hundred Sixty One Thousand and Six Hundred and Twenty Shares) with the par value of Baht 10.- (Ten Baht) each , totalling Baht 2,615,616,200.- (Two Thousand Six Hundred Fifteen Million Six Hundred Sixteen Thousand and Two Hundred Baht) 2. Allotment of new shares: The Board of Directorss Meeting has approved the allocation of the new issued common shares in the amount of 261,561,620 shares (Two Hundred Sixty One Million Five Hundred Sixty One Thousand and Six Hundred and Twenty Shares) with the par value of Baht 10.- (Ten Baht) each , totalling Baht 2,615,616,200.- (Two Thousand Six Hundred Fifteen Million Six Hundred Sixteen Thousand and Two Hundred Baht),the details of which are as follows:- 2.1 Detail of allotment +--------------------------------+---------------+---------+-------------+--------------------+-------+ | Allocated to |Number of Share| Ratio |Selling price| Share subscription | Remark| | (units) |(Old:new)|(Baht/share) | and payment date | | | (units) |(Old:New)|(Baht/share) | and payment date | | +--------------------------------+---------------+---------+-------------+--------------------+-------| |1. Specific investors not more | 258,074,745 | - | 5.- |will be set by the Board of | |than 35 persons within each 12 | | | |Directors of the Company in | | |month period and/or the 17 type | | | |accordance with the | |of institutional investors in | | | |concerning laws and | |accordance with the SEC | | | |regulations. | |announcement No. Kor.Jor. | | | | | |13/1996 governing the submission| | | | | |of the Application to disclose | | | | | |information for the offer for | | | | | |sale of securities and its | | | | | |exception dated September 12 , | | | | | |1996. | | | | | |After the completion of the | | | | | |above allocation, if there are | | | | | |any shares left , they will be | | | | | |alloted to the existing | | | | | |shareholders pro rata according | | | | | |the number of shares held by | | | | | |them. | | | | | +--------------------------------+---------------+---------+-------------+----------------------------+ Enclosure Capital Increase Report Form Sansiri Public Company Limited November 13, 1998 -2- +--------------------------------+---------------+---------+-------------+--------------------+-------+ | Allocated to |Number of Share| Ratio |Selling price| Share subscription | Remark| | (units) |(Old:new)|(Baht/share) | and payment date | | | (units) |(Old:New)|(Baht/share) | and payment date | | +--------------------------------+---------------+---------+-------------+--------------------+-------| |2. Directors and Employees of | 3,486,875 | - | 5.- |will be set by the Board of | |the Company. | | | |Directors of the Company in | |Reserved for exercising of the | | | |accordance with the | |right of the warrant issued | | | |concerning laws and | |under the Plan to Privately | | | |regulations. | |Offer the Common Share- | | | | | |Purchase Warrants to the | | | | | |Directors and Employees of | | | | | |the Company. | | | | | +--------------------------------+---------------+---------+-------------+----------------------------+ 2.1.1 Details of warrants issued: A. Details of the Warrant Type of Warrant : Common share-purchase warrant specified name of the holder, non transferable, except under the conditions provided herein Number of Warrants to Be Issued : 3,486,875 units Par Value Per Unit : Baht-0- Offerring Price : Baht-0- Type of Allotment : Allotted to the directors and the employees of the Company and its subsidiaries Exercise Ratio : 1 unit per 1 common shares Exercising Price : Baht 5.- Maturity : 5 years from the closing date of the each subscription period Number of Shares Issued and Reserved for Excercising Right of Warrant : 3,486,875 shares Offerring Procedures: These warrants planed to be offered occasionally during 5 years from the date of SEC. approval, provided that the number of the directors and employees to be offerred each twelve month period will not be more than 35 persons Enclosure Capital Increase Report Form Sansiri Public Company Limited November 13, 1998 -3- B. Rules, Conditions and Procedures of the Offering The whole amount of the warrants issued under this plan, i.e. 3,486,875 units, will be offerred to the directors and employees of the Company and its subsidiaries who have been appointed as the director and/or employed as permanant employee by them on or before the commencement of the plan approved by the shareholders. The Chief Executive Officer and the President of the Company will jointly nominate the names of directors and the number of warrants to be offerred to each of them as well as the name of employees who will be offerred more than 5% of the total issues for the shareholder approval in accordance with the concerned SEC regulation, and will jointly set the criterias for the allotment of the rest of the issues and select the employees who will be eligible to be allotted based on their ability, ranking, years of services, salary and potential contribution to the Company, provided however that, (i) the number of the persons to be alloted during each twelve month period since the first subscription will not be more than 35 persons and (ii) after the shareholders approval of this plan, if any of the employees will be allotted more than 5% of total issues under this plan the Chief Excutive Officer and the President of the Company will seek approval from the board of directors and shareholders meeting before such allocation. C. Rules, Conditions and Procedures for the Excercising the Right of the Warrant (1) The Excercising Period The warrant holders are able to excercise the right of the warrant on any Excercising Dates during the 5 years period commencing from the closing date of the each subscription period (the Excercise Period) (2) The Excercising Procedures In excercising the right of the warrant, the warrant holders may buy the whole or part of the common share eligible under their warrant certificate(s), provided always that the number of shares to be bought will not be less than 1 board lot of shares traded in the Stock Exchange of Thailand or the multiplied amount of such number of shares, except for the last time of excercising. (3) The Excercising Date Each month during the Excercising Period, the warrant holder may excercise the right of the warrant between 9.00 AM to 4.00 PM on the certain working day(s) as fixed by the Chief Executive Officer and the President of the Company in accordance with the detail conditions and procedures for excercising the right of warrant to be set by them and notified to all warrant holders in writing concurrently with the deliverance of the warrant certificate(s) (the Excercising Date). (4) The Transfer Conditions In the event that the employee resigns or ceases to be the employee of the Company or its subsidiaries, he (she) may be able to excercise his (her) right of the warrant held by him (her) in whole or in part for only one time within one month from the date of the cessation of the employment, after the end of the said period all the unexcercised warrants will be cancelled. Except the cessation of the employment causing by the misconduct of the employee of which all the unexcercised warrants on the date of cessation will be cancelled. Enclosure Capital Increase Report Form Sansiri Public Company Limited November 13, 1998 -4- The warrants issued under the Plan and the right thereunder cannot be excercised by or transferred or assigned to any person other than the person whose name stated in the warrant certificate(s), except that person is dead, or deemed to be dead according to the law, or incompetant and unable to conduct their own business, or any other events which the Chief Executive Officer and the President may see fit. If the any of the said events occur, the beneficiary(s) appointed by the warrant holder in writing will be able to excercise the right under that warrant certificate(s) instead of the said warrant holder. E. Financial Assistance Given to the Directors and the Employees by the Company. - none- F. The Affects to the Existing Shareholders by the Issuance of this Warrants (1) The Dilution Affect In the event that all the warrants issued to the directors and employees of the Company and its subsidiaries under this plan are excercised, the dilution affect calculated based on the existing paid up shares capital will be as follows:- The number of existing paid up shares capital 69,737,506 shares The number of shares increased by the excercising of the warrants 3,486,875 shares Total number of shares capital after the excercising of the warrants 73,224,371 shares The percentage of existing shareholders after the excercising of the warrants 95.24 % (2) The Number of Shares Alloted to Directors and Employees under this Plan Not Exceeding 5% of the Existing Paid Up Shares Capital The number of existing paid up shares capital 69,737,506 shares The number of shares issued and reserved for the excercising of the warrants 3,486,875 shares The percentage of the reserved shares compared to the excisting paid up shares capital 5 % Enclosure Capital Increase Report Form Sansiri Public Company Limited November 13, 1998 -5- (3) The Value Interest Received by the Directors and Employees Not Exceeding 4 % of the Market Capitalization of the Company (Po - Pe) x Qe = -2.5757 % of (Po x Qo) Whereas:- Po = The market price of share of Sansiri Public Company Limited on November 12, 1998 (Baht 3.30) Pe = The Excercising Price (Baht 5.-) Qe = The number of sahres issued and reserved for the excercising of the warrants (3,486,875 shares) Qo = The number of the existing paid up shares capital of Sansiri Public Company Limited before this offering (69,737,506 shares) G. The Right of the Common Shares Issued and Reserved for the Excercising of the Warrants The status and the right of common shares issued and reserved for excercising of the right of the warrant issued under this plan will be the same as the existing common shares of the Company and will be entitled to received the dividend when paid. 2.2 The Company's plan in case where there is a fraction of shares remaining - In case allot to the specific investors not more than 35 persons within each 12 month period and/or to the 17 type of institutional investors in accordance with the SEC regulation , it has not a fraction of shares remaining. - In case allot to the existing shareholders pro rata according the number of shares held by them, if there are any shares left , they will be allotted to the directors and employees of the Company. 2.3 The number of shares remaining from the allotment is - None - 3. Schedule for Shareholders Meeting to approve the capital increase/ allotment The Extraordinary Shareholder Meeting # 1/1998 is scheduled to be held on December 17, 1998 at 9.00 a.m. at the Meeting Room of Sansiri Public Company Limited , 475 Sri Ayutthaya Road , Thanon Phayathai Sub-district , Rajthevi District , Bangkok by set the closing date of the shares register from November 27, 1998 at 12.00 p.m. until Extraordinary Shareholders Meeting # 1/1998 has adjourned. Enclosure Capital Increase Report Form Sansiri Public Company Limited November 13, 1998 -6- 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) - To register for the decrement capital of the Company (by canceling all the unoffered registered shares capital) and register for the increment capital of the Company with the Ministry of Commerce. - To obtain approval in accordance with the the SEC announcement No. Kor.Jor. 12/1995 regarding Rules , Conditions and Procedures Governing Submission and Approval of the Issuance and Offering of Shares , Convertible Debentures or warrants to the Directors or the Employees of the Public Company Limited, dated June 28 ,1995. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 To decrease the existing project financing debt and other current liabilities of the Company and its subsidiaries in the amount of Baht 135,000,000.- (One Hundred Thirty Five Million Baht) 5.2 To be working capital and to adjust the financial structure of the Company and its subsidiaries in the amount of Baht 80,000,000.- (Eighty Million Baht) 5.3 To reserve for future investment in real estate business in the amount of Baht 1,092,808,100.- (One Thousand Ninety Two Million Eight Hundred Eight Thousand and One Hundred Baht) 6. Benefits which the Company will receive from the capital increase/share allotment : To reduce interest expense burden , to create confident and strenghten the company's foundation by having institutional investors as the shareholders. Furthermore , to generate revenues from new investment in and project management services rendered to the real estates projects and other related project. 7. Benefits which the shareholders will receive from the capital increase/share allotment : 7.1 The dividend policy : Unless is nessessary , the Board of Directors has policy to recommand in the Shareholders meetings to distribute the dividend to every shareholders each and every year. The percentage expected to be appropriate as dividend will not be less than 50% of the net profit after tax. 7.2 The subscribers of the shares allotted this time will be entitled to the dividend paid from the 1998's performance or the subscription year. Enclosure Capital Increase Report Form Sansiri Public Company Limited November 13, 1998 -7- 8. Other details necessary for shareholders to approve the capital increase/share allotment : - None - 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares : November 27 , 1998 - Share transfer registration closing date (XM). December 16 , 1998 - Extraordinary Shareholders Meeting. Thus, the schedule of the shares offering and the payment will be set, at the discretion of the Board of Directors. However , they will be completed within December 31, 1999. The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed .......Apichart Chutrakul.........director (Mr.Apichart Chutrakul) Signed .......Srettha Thavisin..........director (Mr.Srettha Thavisin)