ข่าวแจ้งตลาดหลักทรัพย์

Ref. SS/0065/2001 February 28, 2001 Subject : Report of the Resolutions of the Board of Directors # 2/2001 To : President The Stock Exchange of Thailand Enclosure: The Details of Particulars of Objects (Amendment) of Sansiri Public Company Limited The Board of Directors of Sansiri Public Company Limited in meeting # 2/2001 held on February 28, 2001 at the 16th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok during 14.00 - 15.30 hours has approved the following resolutions: 1. That the Company will omits dividend payment for the operation from January 1, 2000 to December 31, 2000. Although the Company reported annual net profit for the fiscal year ending December 31, 2000, it cannot pay the dividend and appropriate the profit for legal reserves since it still suffered net retain loss after deducting the retain loss brought forward from the annual net profit. 2. That the Annual General Meeting of the Shareholders of the Company # 6/2001 be held on April 5, 2001 at 10.00 hour, at Kamol-rudi Room, Siam City Hotel, 477 Sri Ayutthaya Road, Thanon Phayathai, Rajthevi, Bangkok 10400. 3. To approve and set the closing date of share register of the Company for the right to attend the Annual General Meeting of the Shareholders of the Company # 6/2001 from 12.00 hour on March 16, 2001 until the said shareholders meeting has adjourned. 4. That the Agenda for the Annual General Meeting of the Company's shareholders # 6/2001 with the opinion of the Board will : 1. Certify the minutes of the Annual Genual Meeting of the Company's shareholders # 5/2000 held on April 24, 2000. Opinion of the Board : The Shareholders Meeting should approve the said minutes. 2. Certify the Company's annual report and the board of directors' report of the work done for the period of 2000. Opinion of the Board : The Shareholders Meeting should approve the said report. 3. Approve the Company's balance sheets, profit and loss statements, and cash flow statements which have been audited by the auditor of the Company as at December 31, 2000. Opinion of the Board : The Shareholders Meeting should approve the said balance sheets, profit and loss statements, and cash flow statements. 4. Consider the allocation of the net profit for legal reserves and dividend omissions for the year 2000's operational results. Opinion of the Board : Although the Company reported annual net profit for the fiscal year ending December 31, 2000, it cannot pay the dividend and appropriate the profit for legal reserves since it still suffered net retain loss after deducting the retain loss brought forward from the annual net profit. Page 2/2 5. Appoint new directors to succeed those completing their terms. Opinion of the Board : The Shareholders Meeting should reappoint Mr. Apichart Chutrakul and Mr.Srettha Thavisin, the 2 directors who must retire on expiration of their terms as directors of the Company and should appoint Mr.Pius Ho and Mr.Kenneth Andrew Munkacy as the new directors replace Mr.Merrick R. Kleeman and Mr.Jeffrey R. Rosenthal, the directors who retire on expiration of their terms. 6. Approve the remuneration of the directors and Audit Committee for the year 2001. Opinion of the Board : The Shareholders Meeting should fix the remuneration to each director and each of Audit Committee at the same rate which approved by the Shareholder in the previous year 7. Appoint the auditor and fix the auditing fee for the year 2001. 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 of KPMG Audit (Thailand) Limited as the Company's auditor with the remuneration fixed at Baht 650,000 (Six Hundred and Fifty Thousand Baht) 8. Approve an amendment to Clause 3. (Objects) of the Memorandum of Association of the Company. Opinion of the Board : The Shareholders Meeting should approve an amendment to Clause 3. (Objects) of the Memorandum of Association of the Company to read as follows: "Clause 3. The Objects of the Company consist of 50 items as per details in Form Bor Mor Jor 002 attached hereto", the details of which are appeared in the Company's objects (amendment). 9. Consider other business (if any). Please be informed accordingly. Yours sincerely, (Mr. Srettha Thavisin) President