01 มีนาคม 2543

AGENDA OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS#5/2000

Enclosure (3) The Agenda of the Annual General Meeting of the Company's shareholders # 5/2000 with the opinion of the Board which will be held on April 24, 2000 of Sansiri Public Company Limited 1. To certify the minutes of the Extraordinary Shareholders Meeting # 1/1999 held on July 29, 1999. Opinion of the Board : The Shareholders Meeting should approve the said minutes. 2. To consider the Board of Director's annual report of the work done for the period of 1999. Opinion of the Board : The Shareholders Meeting should approve the said report. 3. To consider and approve the Company's balance sheet and profit and loss statement which have been audited by the auditor of the Company for period ending December 31, 1999. Opinion of the Board : The Shareholders Meeting should approve the said balance sheet and profit and loss statement. 4. To consider the allocation of the Company's profit for legal reserves. Opinion of the Board : Because the Company suffered a loss in the previous financial year, ending December 31, 1999, it cannot pay dividends and cannot allocate net profit for legal reserves. 5. To consider and appoint new directors to replace the directors who must retire on the expiration of their terms. Opinion of the Board : The Shareholders Meeting should reappoint Mr. Vasant Chatikavanij, Mr. Visarl Chowchuvech, Mr. Merrick R. Kleeman and Mr. Thanapol Sirithanachai, the 4 directors who must retire on expiration of their terms as directors of the Company. 6. To report the appointment of Audit Committee of the Company. Opinion of the Board : The Shareholders Meeting should approve the said appointment, the members of the Audit Committee are as follows: 1. Mr. Kovit Poshyananda -Chairman of the Audit Committee 2. Mr. Visarl Chowchuvech -Member of the Audit Committee 3. Ms. Chitra Srisakorn -Member of the Audit Committee 4. Mr. Thalin Aeimtitiwat -Secretary to the Audit Committee 7. To consider and approve the remuneration of the directors and Audit Committee. Opinion of the Board : The Shareholders Meeting should fix the remuneration to each director at the same rate which approved by the Shareholder in the previous year and fix the remuneration to each of Audit Committee in the amount of Baht 50,000 per month for Chairman and in the amount of Baht 30,000 per month for other members effective on January 1, 2000. /8. To appoint. Enclosure (3) The Agenda of the Annual General Meeting of the Company's shareholders # 5/2000 with the opinion of the Board which will be held on April 24, 2000 of Sansiri Public Company Limited -2- 8. To appoint the auditor and fix the remuneration. Opinion of the Board : The Shareholders Meeting should appoint Mr. Supoj Singhsaneh , holder of auditor's license No. 2826 and/or Miss Somboon Supasiripinyo , holder of auditor's license No. 3731 and/or Miss Wannaporn Jongpeeradajanonda, holder of auditor's license No. 4098 of KPMG Audit (Thailand) Limited as the Company's auditor with the remuneration fixed at Baht 580,000 (Five Hundred and Eighty Thousand Baht) 9. To consider and approve plan to privately issue and offer the ordinary share-purchase warrant to directors and employees of the Company and its subsidiaries # 3. Opinion of the Board : The Shareholders meeting should approve the plan to privately issue and offer the ordinary share purchase warrant to directors and employees of the Company and its subsidiaries # 3 as their compensation and in order to improve efficiency of the work done by them. 10. To consider and approve the amendment of the shareholders' resolution approving the allotment of the newly issued ordinary shares in the Annual General Meeting of the Shareholders of the Company # 4/1999 held on April 9, which is amended by the Extraordinary Meeting of the Shareholders of the Company # 1/1999 held on July 29, 1999 by taking 641,000 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 and/or any of 17 types of institutional investor 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 ordinary share-purchase warrant to the directors and the employees of the Company and its subsidiaries # 3. 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 ordinary share-purchase warrant to the directors and employees of the Company and its subsidiaries # 3. 11. Other business (if any).