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Ref. SS/0176/1999 9 April 1999 Subject : Report the resolution at the Annual General Meeting of Shareholders No. 4/1999 of Sansiri Public Company Limited. To : Director and Manager The Stock Exchange of Thailand Enclosure : Capital Increase Report Form of Sansiri Public Company Limited dated 9 April 1999 The Annual General Meeting of Shareholders No. 4/1999 of Sansiri Public Company Limited held on 9 April 1999 during 9.30 a.m. to 10.30.a.m., at the Meeting Room of Sansiri Public Company Limited, 475 Sri Ayutthaya Road, Thanon Phyathai Sub-district, Rajthevi District, Bangkok 10400, has passed the following resolutions: Item 1. Certified the minutes of Extraordinary Shareholders Meeting No.1/1998 held on 17 December 1998. Item 2. Acknowledged the Board of Director's annual report of the work done during the period from January 1998 to present. Item 3. Approved the Company's balance sheet and profit and loss statement ending 31 December 1998. Item 4. Approved the Company have no dividends to be distributed to the Shareholders in accordance with the opinion of the Board. Item 5. Approved Mr. Chittin Sibunruang , Miss Chitra Srisakorn and Mr. Wanchak Buranasiri be reappointed as directors of the Company upon their retirement at the remuneration fixed by the originally approved rate. Item 6. Approved Mr. Supoj Singhasaneh , holder of auditor's license No. 2826 and/or Mr. Therdthong Thepmungkorn , holder of auditor's license No. 3787 and/or Mr. Attipong Sukornkarn , holder of auditor's license No. 3500 of KPMG Audit (Thailand) Limited be appointed as the Company's auditors for the period from 1 January, 1999 to 31 December, 1999 with the remuneration fixed at Baht 580,000 (Five Hundred and Eighty Thousand Baht) Item 7. Ratified the entry of the Company into a Subscription Agreement and Debt Repayment Agreement with Starwood Thailand Corporation. Item 8. Ratified the entry of the Company into a Subscription Agreement with Khun Kittirat Na-Ranong in relation to Cathay Asset Management Co., Ltd. and approved the subscription by the Company of 500,000 shares in Cathay Asset management Co., Ltd. at Baht 12 per share. (continued on page 2) -2- Item 9. Approved the decrement 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 canceling all of the registered but unissued shares of 251,824,745 (Two Hundred and Fifty One Million, Eight Hundred and Twenty Four Thousand, Seven Hundred and Forty Five) shares at Baht 10 each. (by 3,486,875 [Three Million, Four Hundred and Eighty Six Thousand, Eight Hundred and Seventy Five] shares are unissued but are reserved for the Plan to Privately Offer the Common Share-Purchase Warrants to the Directors and Employees of the Company) which is approved at the Extraordinary Shareholders Meeting on 17 December, 1998).Such that the registered capital of the Company is Baht 794,743,810 (Seven Hundred Ninety Four Million, Seven Hundred Forty Three Thousand, Eight Hundred and Ten Baht) divided into 79,474,381 (Seventy Nine Million, Four Hundred Seventy Four Thousand, Three Hundred and Eighty One) shares at a par value of Baht 10 (Ten Baht) per share. Item 10. Approved the amendment of Clause 4. of the Memorandum of Association of the Company regarding the registered capital so as to be in accordance with the decrement of the registered capital as follows: "Clause 4. The registered capital : Baht 794,743,810 (Seven Hundred and Ninety Four Million, Seven Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) Divided into : 79,474,381 shares (Seventy Nine Million, Four Hundred and Seventy Four Thousand, Three Hundred and Eighty One shares) At a par value of : Baht 10 (Ten Baht) each Divided into Ordinary shares : 79,474,381 shares (Seventy Nine Million, Four Hundred and Seventy Four Thousand, Three Hundred and Eighty One shares) Preferred shares : - None - ( - )" (continued on page 3) -3- Item 11. Approved an increase of the registered capital of the Company by Baht 12,499,400,000 (Twelve Thousand, Four Hundred and Ninety Nine Million, Four Hundred Thousand Baht) 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 the issue of the following shares: (a) 478,840,000 (Four Hundred and Seventy Eight Million, Eight Hundred and Forty Thousand) ordinary shares, to be issued at no less than par value of Baht 10 (Ten Baht). (b) 771,100,000 (Seven Hundred and Seventy One Million, One Hundred Thousand) ordinary shares, to be at issued at Baht 5 (Five Baht) (being less than par) in accordance with Item 13 below. Item 12. Approved the amendment of Clause 4. of the Memorandum of Association of the Company regarding the registered capital so as to be in accordance with the increment of the registered capital as follows: "Clause 4. The registered capital : Baht 13,294,143,810 (Thirteen Thousand, Two Hundred and Ninety Four Million, One Hundred and Forty Three Thousand, Eight Hundred and Ten Baht) Divided into : 1,329,414,381 shares (One Thousand, Three Hundred and Twenty Nine Million, Four Hundred and Fourteen Thousand, Three Hundred and Eighty One shares) At a par value of : Baht 10 (Baht Ten) each. Divided into Ordinary shares : 1,329,414,381 shares (One Thousand, Three Hundred and Twenty Nine Million, Four Hundred and Fourteen Thousand, Three Hundred and Eighty One shares). Preferred shares : - None - ( - )" (continued on page 4) -4- Item 13. Approved the issue of 771,100,000 shares for a price which is less than the par value of the registered shares of the Company (i.e. Baht 10) for Baht 5 (Five Baht) by the fixed discount rate at Baht 5 (Five Baht) per share Item 14. Approved the issue and allotment of the new issued shares authorized pursuant to the capital increase approved in Item 11 above as follows: (a) At this time, approved the issue and allotment of the new issue shares in the amount of 8,000,000 (Eight Million) ordinary shares as the Private Placement to Starwood Thailand Corporation (Starwood) , one of the 17 institutional investors as specified in the Notification of the Securities Exchange Commission Re: Rules Conditions and Procedure for Applying for and Granting Permission to Offer Newly-Issued Shares for Sale, at the price of Baht 5 (Five Baht) per share. The share subscription period of the said offer will commence from 9 April 1999 to 20 April 1999 during 8.00 - 17.00 hour each day, provided that if the total amount of the offering shares are subscribed on any day earlier than the last day of the said subscription period, such day will deemed to be the closing date of the subscription period. The objective of this shares offering was to reduce its indebtedness, finance the operation and development of the existing and future business of the Company and its subsidiaries Prior to this offering, Starwood did not hold any shares in the Company, so that after the subscription of the said offering shares, Starwood will hold 8,000,000 (Eight Million) shares in the Company which equal to 9.53 % of the Company's paid up capital. (b) The remaining 1,241,940,000 (Twelve Thousand Forty One Million, Nine Hundred Forty Thousand) new issued shares dividing into 478,840,000 (Four Hundred and Seventy Eight Million, Eight Hundred and Forty Thousand) ordinary shares to be issue at no less than Baht 10.-(Ten Baht) as referred to in (a) of Item 11 above and 763,100,000 (Seven Hundred and Sixty Three Million, One Hundred Thousand) ordinary shares, to be issued at Baht 5 (Five Baht) (being less than par) as referred in (b) of Item11 above, will be issued and alloted in the manner as follows; (i) authorizing the issue of the ordinary shares to effect the capital increase approved in Item 11 above once or from time to time to any of the 17 institutional investors and/or to not more than 35 persons in any 12 month period as referred to in Clause 2 of the Notification of the Securities Exchange Commission Re: Rules Conditions and Procedure for Applying for and Granting Permission to Offer Newly-Issued Shares for Sale; and (continued on page 5) - 5 - (ii) that the Board of Directors be authorized to determine the details of the allotments including, the identity of the subscriber, the terms, conditions, date, time, procedures or other details relating to the offer of those shares, as appropriate. Item 15. Approved that the Board of Directors be directed by the shareholders to exercise the discretion granted to them in Item 14 (b) above with respect to the issue of ordinary shares authorized by the capital increase approved in Item 11 above subject to the following conditions: (a) Up to 32,400,000 (Thirty Two Million, Four Hundred Thousand) ordinary shares shall be issued at Baht 10 (Ten Baht) per share to Starwood or any person designated by Starwood (a Starwood Designate) subject to the following conditions: (i) not more than 32,400,000 (Thirty Two Million, Four Hundred Thousand) ordinary shares shall be issued; (ii) the shares shall be issued from time to time upon the Company or any of its subsidiaries being obliged to repay principal amounts owing by the Company or any of its subsidiaries to Starwood or a Starwood Designate under certain loan agreements between the Company or its subsidiaries held by the FRA (the Loan Agreement); and (iii) subject to paragraph (i) above, the number of ordinary shares to be issued shall be such that the aggregate price (at Baht 10 (Ten Baht) per share) is equal to the principal component of the amounts owing by the Company under the Loan Agreements which is to be repaid by the Company from time to time. (b) 8,000,000 (Eight Million) ordinary shares shall be issued at Baht 5 (Five Baht) per share to Starwood or any person designated by Starwood subject to the following conditions: (i) the shares shall not be issued unless Starwood agrees to subscribe for the shares on or before 30 January 2000 following receipt of a written request from the Company on or before 31 December 1999; and (c) Up to 550,000,000 (Five Hundred Fifty Million) ordinary shares shall be issued at Baht 5 (Five Baht) per share to Starwood or Starwood Designate subject to the following conditions: (continued on page 6) (More)