ข่าวแจ้งตลาดหลักทรัพย์

- 6 - (i) the shares shall be issued on or prior to 31 December 2002; (ii) the shares shall not be issued unless Starwood provides a written notice to the Company prior to 15 December 2002 indicating that it or a Starwood Designate wishes to subscribe for the shares; (iii) the aggregate number of shares which may be issued up to any particular point in time may not exceed the number which (if any securities held by Starwood and the Starwood Designates are converted into shares) results in the aggregate number of shares subscribed by Starwood and any Starwood Designates in accordance with paragraphs (a)- (b) above or any other securities acquired by Starwood and/or a Starwood Designate in accordance with the Subscription Agreement approved in Item 7 above) (the Acquired Shares) accounting for 51% (Fifty one percent) of the total issued shares of the Company (assuming conversion of any convertible securities issued by the Company), or where Starwood and any Starwood Designates have sold Acquired Shares, 51% (Fifty one percent) less the number of Acquired Shares sold up to such point in time; (d) Any issue of shares of Starwood or any Starwood Designate will only permitted if such issue will not result in a breach of the foreign ownership limit specified in the Articles of the Company from time to time. (e) The number of shares to be issued to Starwood or any Starwood Designate in accordance with Item 14 (a) and paragraphs (a)-(c) of this Item shall not exceed the number of number of ordinary shares registered in accordance with the capital increase approved in Item 11 above but unsubscribed. (f) The Board is authorized to allot and issue any ordinary shares registered pursuant to the capital increase approved in Item 11 above but which are not issued to Starwood and/or any Starwood Designate in accordance with Item 14(a) and paragraphs (a)-(c) above as directed by the shareholders in accordance with Item 14 (b) from time to time. (g) In the event that the total number of shares to be issued pursuant to the capital increase approved in Item 11 above is insufficient to satisfy in full the requirements for the relevant subscriptions by Starwood and/or any Starwood Designate in accordance with the terms of the Subscription Agreement approved in Item 7 above, the Board shall recommend to the shareholders of (continued on page 7) - 7 - the Company that they approve: (i) an increase of the capital of the Company by the issue of that number of shares (or other convertible securities convertible into shares as determined by Starwood and the Company in accordance with the terms of the Subscription Agreement) as is necessary to satisfy in full the requirements and; (ii) any necessary amendments to the Memorandum and Articles of Association necessary to implement such increases. Item 16.Approved the amendment of Articles 9, 10, 14, 23, 24 and 26 and addition of Article 26/1 of the Company's Articles of Association to read as follows: "ARTICLE 9. The Company's shares are freely transferable without restriction, save such transfers as will cause the foreign shareholding to exceed 39 (thirty nine) per cent of the total issued shares. Other than, by transfer of shares, foreigners may hold the Company's shares in any of the following ways: (1) subscription for newly-issued shares by exercising rights as an existing shareholder; (2) subscription for newly-issued shares which are offered for sale to the public or otherwise, as may be permitted by law; (3) dividend payment in the form of shares; (4) conversion of convertible debentures or the exercise of rights attached to warrants; (5) naturalisation from Thai to become a foreign national or taking up foreign nationality by the effect of law. However, the shareholding of foreigners pursuant to the above shall not cause the Company's foreign shareholding to exceed 39 (thirty nine) per cent of the total issued shares. ARTICLE 10. The Company may refuse to register any transfer or holding of shares which is inconsistent with the provisions of Article 9. In such case, the transferee or the holder of such shares shall immediately dispose of all or some of its shares so that the Company's foreign shareholding shall not exceed 39 (thirty nine) per cent of the total shares issued. For this purpose, the Company's board of directors may proceed as may be necessary for the compliance herewith. ARTICLE 14. The Company shall have a board of directors comprising 11 (eleven) directors who shall be appointed by the shareholders' meeting. Not less than half of the total number of directors must have residence in the Kingdom (continued on page 8) - 8 - ARTICLE 23. A Board of Directors' meeting shall be held at least once every three months in accordance with the timetable determined in advance for each year or at any time as required by the applicable law or for administrative purposes. ARTICLE 24. The meetings of the Board of Directors shall be called by the Chairman of the Board. In any case where two or more directors request that a meeting be called, the Chairman of the Board shall fix a meeting date within 14 (fourteen) days after receipt of such request. In calling a meeting, the Chairman of the Board or the person designated by the Chairman shall send a notice to each director not less than 14 (fourteen) days in advance of the meeting, save in the case of urgency where it is necessary to protect the rights or privileges of the Company, when a meeting may be called by other means and held with shorter notice. Such notice must specify the day, time, place and the agenda of the meeting, and shall be accompanied by all documents relevant to the meeting. ARTICLE 26. The Board of Directors has the power and responsibilities to manage and administer the Company in compliance with the objects and Articles of Association of the Company as well as the resolutions of the general meetings of shareholders. Any two of the directors may jointly sign to bind the Company with the Company's seal affixed. Subject to the provisions of the foregoing paragraph, the Board may appoint the authorized directors who shall sign to bind the Company with the Company's seal affixed. The Board may appoint a committee of executive officers to carry out the Company's day-to-day business or such other activities as assigned by the Board. The chief executive officer shall be appointed by the Company's Board of Directors. Executive officers shall be entitled to remuneration and allowance in such amount as the Board of Directors' meeting may determine, without prejudice to their other rights to receive other remuneration or benefits as directors of the Company pursuant to Article 29 hereof or as employees or staff of the Company. An Executive Officers' meeting shall be held at least once a month. In calling such a meeting, the chief executive officer or the person designated by him shall send a notice to each executive officer not less than 14 (fourteen) days in advance of the meeting. Such notice must specify the day, time, place and the agenda of the meeting, and shall be accompanied by all data and information relevant to the meeting. (continued on page 9) - 9 - An Executive Officers' meeting may be held either by way of teleconference or by circulating a resolution of the meeting to all executive officers for their signatures, as may be necessary or practical in each case. An Executive Officers' meeting shall be conducted in English if any of the members present is an expatriate who does not know the Thai language, and in such case, the agenda of the meeting and all data and information concerned shall be in English. ARTICLE 26/1 At any time as the Board of Directors may deem appropriate,any committee other than the committee of executive officers may be appointed to assist the Board of Directors in the management of the Company's business." Item 17. Approved Mr. Pornsanong Tuchinda and Mr. Thanapol Sirithanachai be appointed as the additional 2 directors whom nominated by Mr. Apichart Chutrakul and Mr. Srettha Thavisin, such that there are 11 directors of the company. Please be informed accordingly. Yours sincerely, (Mr. Apichart Chutrakul) Chief Executive Officer A:\agm4_e.txt A:\agm4_e.txt