ข่าวแจ้งตลาดหลักทรัพย์

Enclosure (4) The Agenda at Extraordinary Meeting of Shareholders of the Company # 1/1999 including the opinions of the Board which will be held on 29 July 1999 of Sansiri Public Company Limited 1. To certify the minutes of annual general meeting of the Shareholders of the Company # 4/1999 held on 9 April 1999 Opinion of the Board : The Shareholders meeting should certify the said minutes. 2. To consider and approve Plan to privately issue and offer the common share-purchase warrant to directors and employees of the Company and its subsidiaries # 2 Opinion of the Board : The Shareholders meeting should approve the Plan to privately issue and offer the common share purchase warrant to directors and employees of the Company and its subsidiaries # 2 in order to compensate and improve efficiency of the work done by them. 3. To consider and approve the amendment of the shareholders' resolution approving the allotment of the newly issued ordinary share in the Annual General Meeting of the Shareholders of the Company # 4/1999 held on 9 April 1999 by taking 8,779,400 newly issued shares at Baht 5.- per share (price was below the par value of the share) formerly allotted to specific investors not more than 35 persons within each twelve month period an/or 17 types of institutional investors in accordance with the SEC notification to be reserved for the exercising right of the warrant issued pursuant to the Plan to privately issue and offer the common share-purchase warrant to the directors and the employees of the Company and its subsidiaries # 2 Opinion of the Board : The Shareholders meeting should approve the amendment of the shareholders' resolution to allot newly issued share to be reserved for the exercising right of the warrant issued pursuant to Plan to privately issue and offer the common share-purchase warrant to the directors and employees of the Company and its subsidiaries # 2 4. To consider and approve the amendment of Articles of Association of the Company by insertion of Article 9/1 Opinion of the Board : The Shareholders meeting should approve the amendment of the Articles of Association of the Company by inserting the new Article 9/1 to read as follows: "ARTICLE 9/1 The foreigners may hold the Company's shares in excess of 39 (thirty nine) percent of total issued shares of the Compoany in any of the following ways and conditions: (1) Subscription of newly issued shares which are offered for sale to specific investors not more than 35 persons in every twelve month period and/or to any 17 institutional investors specified 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 dated 18 May 1999 including any amendments and substitues thereto and/or as the result of the conversion of convertible debentures or the exercise of rights attached to warrants which have been issued and offered for sale in whole or in part by the Company to the foreigners, provided however that such shareholding will not cause the foreign shareholding to exceed 49 (forty nine ) percent of total issued shares. Enclosure (4) -2- (1) Other than (1) above, at any time when the foreign shareholding of the Company exceed 39 (thirty nine) percent of the total issued shares as a result of the issuance of shares to the foreigner pursuant to (1) above, foreigners may hold newly issued shares of the Company in any of the following way. subscription for newly-issued shares by exercising rights as an existing shareholder; dividend payment in the form of shares. transfer of shares from foreign shareholders Provided however that the shareholding pursuant to the above will not increase the percentage of foreign shareholding of the Company at such time and not cause the foreign shareholding of the Company to exceed 49 (forty nine) percent of the total issued shares.". 5. To appoint Mr. Surakiat Wongwasin as the new director so that the Board of directors will consist of 11 persons. Opinion of the Board : The Shareholders meeting should appoint Mr. Surakiat Wongwasin as the new director of the Company to substitute Mr. Pornsanong Tuchinda who deny to be appointed as new director in the Annual General Meeting of the Shareholders of the Company # 4/1999 held on 9 April 1999 so that the Board of Directors will consist of 11 persons 6. To consider and approve the remuneration of directors Opinion of the Board : The Shareholders meeting should appoint remuneration of directors in the amount of Baht 10,000.- per meeting. 7 Other business (if any) SET99\bods8-99\att4-e.doc