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Capital Increase Report Form Sansiri Public Company Limited January 11, 1999 We Sansiri Public Company Limited hereby report the resolution of the Board of Directors' Meeting # 1/1999 held on held on January 11 , 1999 during 2.00 p.m. to 2.30 p.m., in respect of a capital increase/share allotment as follows:- 1. Capital increase : The Extraordinary Shareholders Meeting # 1/1998 of Sansiri Public Company Limited held on December 17 , 1998 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 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 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) By approved to allot the new issued common shares as follows:- (1) in the amount of 258,074,745 shares (Two Hundred Fifty Eight Million Seventy Four Thousand Seven Hundred and Forty Five Shares) to be allotted wholely in one time or partly from time to time to the specific investors not more than 35 persons within each 12 month period and/or to the 17 type institutional investors in accordance with the SEC regulation. After the completion of the above allocation, if there are any shares left , they will be allotted to the existing shareholders pro rata according the number of shares held by them. In the event that there are any unsubscribed shares after the said right offering, the unsubscribed share will be allotted to the directors and employees of the Company. The date time and venue of each subsription and payment of the share price will be set by the Board of Directors of the Company in accordance with the concerning laws and regulations. (2) in the amount of remaining 3,486,875 shares (Three Million Four Hundred Eighty Six Thousand Eight Hundred and Seventy Five Shares) to be reserved for exercising of the right of the warrant issued under the Plan to Privately Offer the Common Share-Purchase Warrants to the Directors and Employees of the Company. 2. Allotment of new shares: The Board of Directorss Meeting has approved the allocation of the new issued common shares in the amount of 250,000 shares (Two Hundred Fifty Thousand Shares) with the par value of Baht 10.- (Ten Baht) each , the details of which are as follows:- Capital Increase Report Form Sansiri Public Company Limited January 11, 1999 -2- 2.1 Detail of allotment Allocated to Number of Ratio Selling price Share subscription Remark Share (units) (old : new) (Baht/share) and payment date Merrill Lynch Phatra Securities 250,000 - 5.- From January 11 , 1999 to January 15 ,1999 Co., Ltd. (One of the 17 type during 8.00 - 17.00 hour each day,provided of institutional investors that if the total amount of the offering in accordance with the SEC shares are subscribed on any day earlier announcement No. Kor.Jor. than the last day of the said subscription 13/1996 governing the period, such day will deemed to be the closing submission of the Application date of the subscription period. to disclose information for the offer for sale of securities and its exception dated September 12 ,1996.) 2.2 The Company's plan in case where there is a fraction of shares remaining This allotment has not a fraction of shares remaining. 2.3 The number of shares remaining from this allotment : 257,824,745 shares (The number of shares to be further offered) 3. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) To register for the Paid-up capital (Capital increase) of the Company with the Ministry of Commerce. 4. Objectives of the capital increase and plans for utilizing proceeds received from this capital increase To raise money from Merrill Lynch Phatra Securities Co., Ltd. in the amount of Baht 1,250,000.- (One Million Two Hundred and Fifty Thousand Baht Only) to repay the outstanding debt owe to it. 5. Benefits which the Company will receive from the capital increase/share allotment : To reduce interest expense burden , to create confident and strengthen the companys 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. 6. Benefits which the shareholders will receive from the capital increase/share allotment : 6.1 The dividend policy : Unless is necessary , the Board of Directors has policy to recommend 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. Capital Increase Report Form Sansiri Public Company Limited January 11, 1999 -3- 6.2 The subscribers of the shares allotted this time will be entitled to the dividend paid from the 1998s performance or the subscription year. 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)