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Capital Increase Report Form (2) Sansiri Public Company Limited March 3, 1999 We Sansiri Public Company Limited hereby report the resolution of the Board of Directors Meeting #3/1999 held on 3 March 1999 from 2.00 p.m. to 3.00 p.m. in respect of a capital increase/share allotment as follows:- 1. Capital increase: The Board of Directors Meeting has approved: (i) Decrease of the registered capital of the Company from Baht 3,312,991,260 (Three Thousand, Three Hundred and Twelve Million, Nine Hundred and Ninety One Thousand, Two Hundred and Sixty Baht) to Baht 794,743,810 (Seven Hundred and Ninety Four Million, Seven Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) by cancelling all the registered but unissued share capital in the amount of 251,824,745 (Two Hundred and Fifty One Million, Eight Hundred and Twenty Four Thousand, Seven Hundred and Forty Five) shares. (3,486,875 (Three Million, Four Hundred and Eighty Six Thousand, Eight Hundred and Seventy Five Shares are unissued but are reserved for the ESOP scheme approved by the shareholders of the Company on December 17, 1998). (ii) Increase of the registered capital of the Company from Baht 794,743,810 (Seven Hundred and Ninety Four Million, Seven Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) to Baht 13,294,143,810 (Thirteen Thousand, Two Hundred and Ninety Four Million, One Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) by issuing 1,249,940,000 (One Thousand, Two Hundred and Forty Nine Million, Nine Hundred Forty Million) new shares with a par value of Baht 10 (Ten Baht) each, totalling Baht 12,499,400,000 (Twelve Thousand, Four Hundred and Ninety Nine Million, Four Hundred Thousand Baht) by means of the issuance of the following shares. (a) 478,840,000 ordinary shares, to be issued at par value of Baht 10 (Ten Baht). (b) 771,100,000 ordinary shares to be at issued Baht 5 (Five Baht) (being less than par) with a fixed discount of Baht 5 (Five Baht) per share. 2. Allotment of new shares: The Board of Directors Meeting has approved the allocation of the newly issued ordinary shares in the amount of 1,249,940,000 shares (One Thousand, Two Hundred and Forty Nine Million, Nine Hundred Forty Million shares) with a par value of Baht 10 (Ten Baht) each, totalling Baht 12,499,400,000 (Twelve Thousand, Four Hundred and Ninety Nine Million, Four Hundred Thousand Baht), the details of which are as follows:- 2.1 Detail of allotment Allocated to Number of Shares (units) Ratio (old new) Selling price (Baht/Shar e) Share subscription and payment date Remark 1. Specific investors and not more than 35 persons within each 12 month period in accordance with Chapter 2 Clause 7 of the SEC 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. 1,249,940,000 - 5.- and 10.- The Board of directors be authorized to determine the details of the allotment including, the identity of the subscriber, the terms, conditions date, time, procedures or other details relating to the offer of those shares, as appropriate in accordance 2.2 The Companys plan where there is a fraction of shares remaining Given that the Company will allot to specific investors and not more than 35 persons within each 12 month period in accordance with the SEC regulation, there will be no fraction of shares remaining. 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 # 4/1999 is scheduled to be held on April 9, 1999 at 9.30 a.m. at [the Meeting Room of Sansiri Public Company Limited, 475 Soi Ayutthaya Road, Thanon Phayathai Sub-district, Rajthevi District, Bangkok]. The share register will be closed from March 18, 1999 at 12.00 p.m. until Extraordinary Shareholders Meeting # 4/1999 has adjourned. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) To register the decrease of the capital of the Company (by canceling all the unoffered registered share capital) and register the increase of the capital of the Company with the Department of Commercial Registration, Ministry of Commerce. 5. Objective 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 856,200,000 5.2 To be working capital and to adjust the financial structure of the Company and its subsidiaries in the amount of Baht 280,000,000 5.3 To reserve for future investment in real estate business in the amount of Baht 7,507,700,000 6. Benefits which the Company will receive from the capital increase/share allotment: To reduce the interest expense burden of the Company, to create investor confidence and strengthen the companys foundation by having institutional investors as shareholders. Furthermore, to generate revenue from new investment in and project management services rendered to real estate projects and other related projects. 7. Benefits which the shareholders will receive from the capital increase/share allotment 7.1 The dividend policy : Unless otherwise required, the policy of the Board of Directors is to recommend that the Shareholders meetings resolve to distribute dividends to every shareholder each and every year. The percentage expected to be appropriated as a dividend will not be less than 50% of the net profit after tax. 7.2 Subject to legal requirements and other obligations of the Company the subscribers of the shares allotted this time will be entitled to any dividend paid from the 1999 performance or the subscription year. 8. Other details necessary for shareholders to approve the capital increase/share allotment: - No - 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: Share transfer registration closing date (XM) 18 March 1999 Extraordinary Shareholders meeting # 4/1999 9 April 1999 The schedule of the share offering and the payment will be set at the discretion of the Board of Directors. However, they be completed within December 31, 2002. The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed director (Mr. Apichart Chutrakul) Signed director (Mr.Wanchak Buranasiri) Enclosure Capital Increase Report Form (2) Sansiri Public Company Limited March 3, 1999 - 2 - A:\set1999\Cap-in-e.doc