ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Ref. SS./ 0088 /2002 28 February 2002 Subject : Sansiri Public Company Limited omits dividend payment and sets date for ordinary general meeting of shareholder# 7/2002 To : President The Stock Exchange of Thailand The Board of Directors of Sansiri Public Company Limited in meeting # 1/2002 held on 28 February 2002 at 16th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok during 10.00 11.30 hours has approved the following resolutions: Item 1. That the Company will omits dividend payment for the operation from 1 January 2001 to 31 December 2001 because the Company suffered a loss in the previous financial year, ended December 31, 2001, it cannot pay dividends. Item 2. That an ordinary general meeting of shareholders # 7/2002 should be held on 25 April 2002 at Kamolmart Room, Siam City Hotel, 477 Sri Ayutthaya Road, Rajthevi, Bangkok 10400. Item 3. That the date for closing the Company share registration for the right to attend the meeting will be on 5 April 2002 at 12.00 pm. until the meeting has adjourned. Item 4. That the agenda for the meeting will: 1. Certify the minutes of the Annual General Meeting of the Company's Shareholders, No.6/2001 held on 5th April, 2001. 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 2001. Opinion of the Board : The Shareholders Meeting should approve the said reports. 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, 2001. 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 2001's operational results. Opinion of the Board : Because the Company suffered a loss in the previous financial year, ended December 31, 2001, it cannot pay dividends and cannot allocate net profit for legal reserves. 5. Appoint new directors to succeed those completing their terms. Opinion of the Board : The Shareholders Meeting should reappoint Mr. Kovit Poshyananda, Mr. Visarl Chowchuvech, Ms. Chittra Srisakorn and Mr. Chittin Sibunruang, the 4 directors who must retire on expiration of their terms as directors of the Company. /6. Approve. -2- 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, in the amount of Baht 10,000 for each director per one meeting 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. 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 or Ms. Somboon Supasiripinyo, holder of auditor's license No. 3731 of KPMG Audit (Thailand) as the Company's auditor with the remuneration fixed at 720,000 (seven hundred and twenty thousand) baht. 8. Approve the amendment of the Company's Articles of Association. Opinion of the Board : The Shareholders Meeting should approve the amendment of Articles 14, 24, 26 and 49 and addition of Article 4/1, 8/1 and 42/1 of the Company's Articles of Association to read as follows: "ARTICLE 4/1. The provision in the first paragraph of Article 4 regarding the prohibition of payment for the share by offsetting debts with the Company shall not be enforced in case that the Company restructures its debt with creditor by way of issuing new share to repay the debt under the debt to equities conversion scheme which has been approved by the resolution of shareholders meeting by not less than three quarter of the total number of votes of the shareholders attending the meeting and having the right to vote. The issuance of the share to repay debt and the debt to equities conversion scheme in the preceding paragraph shall be in accordance with the ministerial regulations issued under the public company law concerning this matter. ARTICLE 8/1. The provision of the Article 8 regarding the prohibition that the Company shall not own its shares shall not be enforced in the following cases; (1) the Company may repurchase the shares from the shareholders who disagree with the resolution of the shareholders to amend the Articles of Association regarding the voting right and right to receive dividend which they are of the opinion that is not fair to them. /(2) the Company. -3- (2) the Company may repurchase the shares from the shareholders for the purpose of financial management, providing that it has retain earning and surplus liquidity and such share repurchasing will not cause any financial problem to the Company. The shares held by the Company shall not be count as quorum for the shareholder meeting no be entitled far dividend. The Company must dispose all the shares being repurchased pursuant to (1) and (2) above within the time prescribed in the ministerial regulation issued under the public company law. If all the repurchased shares are not disposed within such prescribed time or left indisposed when such time is elapse, the Company shall reduce its paid up capital by way of canceling all the indisposed shares. The share repurchasing pursuant to (1) and (2) above, the disposition of the repurchased shares and the cancellation of the indisposed shares pursuant to the preceding paragraph will be done in accordance with the relevant ministerial regulations issued under the public company law. ARTICLE 14. The Company shall have a board of directors comprising not less than 8 (eight) 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 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 7 (seven) 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. -4- 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 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. ARTICLE 42/1. After being approved by the resolution of the shareholder meeting, the Company may transfer the reserve under the first paragraph of Article 42, the share premium reserve fund under second paragraph of Article 42 or any other reserve fund to compensate the accumulated losses of the Company. In compensating the accumulated losses pursuant to the first paragraph, the other reserve fund will be deducted first, then the share premium reserve fund according to the second paragraph of Article 42 and the reserve fund under the first paragraph of Article 42 will be deducted respectively. ARTICLE 49. The Company shall not reduce its capital to less than (1/4) one quarter of its original total amount, except in the event that the Company has accumulated losses after such losses have been compensated pursuant to Article 42/1, there are still accumulated losses left, the Company may reduce its capital to less than (1/4) one quarter of its original total amount." 9. Other businesses (if any). /Item 5.1. -5- Item 5.1 Approved the execution of the agreement to terminate the share sell and purchase (share swap) agreement between the Company and Point Asia Dot Com (Thailand) Limited. The terminated agreement was approved in the board of directors' meeting no. 6/2000 held on 27 September 2000 so as to invest in Point Asia Dot Com (Thailand) limited by way of subscribing newly issued share and to sell part of the investment that the Company held in Point Asia Access Limited. Since after the Company has considers the performance of both companies for a certain period, it found that they both had an dissatisfactory performances, therefore the Company decides not to invest in both Point Asia Dot Com Thailand Limited, whose business are inter related businesses and Point Asia Access Limited, whose business is high speed internet access business. In this Meeting, it was also approved that the Company will sell all of its investment held in Point Asia Access Limited, its subsidiary, to Point Asia Dot Com Thailand Limited as per detail below: 1. The date on which the transaction will occur : 1 March 2002 2. The parties involved Buyer : Point Asia Dot Com (Thailand) Ltd. Seller : Sansiri Public Company Limited Relationship with the Company : none 3. The general characteristics : The entry into the transaction by the Company and its of the transaction size are not fell within any jurisdiction of the notification of the SET Re: Rule, Procedures and Disclosure of Connected Transaction of Listed Companies and Re: Rule, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Asset of Listed Companies. 4. The details of assets acquired - Securities : Ordinary shares - The Company name : Point Asia Access Co., Ltd. - The nature of its business : High Speed Internet Access - Registered capital : 10 million baht - Paid-up capital : 10 million baht - Number of securities disposed of : 550,000 shares - Proportion of securities holding before : 55% - Proportion of securities holding after : -0- 5. The total value of the transaction and : 3 million baht and the payment of the purchasing the condition of payment would made on the transaction date 6. The basis used to determine : Market Price of the consideration Item 5.2 Approved the execution of the agreement to terminate the agreement to sell the investment in Sansiri Home Network Limited to Point Asia Dot Com (Thailand) Limited which would be paid for by shares of Point Asia Dot Com (Thailand) Limited as a consequence of the termination of the agreement approved in the agenda 5.1 above. The terminated agreement was approved in the board of directors' meeting no. 6/2000 held on 27 September 2000. Please be informed accordingly. Yours truly, (Mr. Srettha Thavisin) President