ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Ref. SS./ 0418 /2002 8 August 2002 Subject : Report the resolution at the Extraordinary Meeting of the Company's Shareholders, # 1/2002 of Sansiri Public Company Limited. To : President The Stock Exchange of Thailand The Extraordinary Meeting of the Company's Shareholders, # 1/2002 of Sansiri Public Company Limited held on 7 August 2002 during 10.30 to 11.30 hours, at Kamolmart Room, Siam City Hotel, 477 Sri Ayutthaya Road, Thanon Phayathai, Rajthevi, Bangkok 10400 has passed the following resolutions: 1. To certify the Minutes of the Annual General Meeting of Shareholders # 7/2002, held on 25 April 2002. 2. To consider and approve the re-capitalization plan. 3. To ratify the Agreement to Terminate Subscription Agreement and Management and Promote Agreement. 4. To approve the cancellation of all the un-issued warrants, in the number of 226,000 warrants, under the Plan to Privately and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 2, which was approved by the shareholders at the extraordinary meeting of shareholders # 1/1999 held on 29 July 1999. 5. To approve the Plan to Privately and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 4 ("ESOP # 4). 5.1 To approve the allotment of warrants issued under the plan ESOP # 4 in the number of 3,000,000 units to Mr. Apichart Chutrakul. 5.2 To approve the allotment of warrants issued under the plan ESOP # 4 in the number of 3,000,000 units to Mr. Srettha Thavisin. 5.3 To approve the allotment of warrants issued under the plan ESOP # 4 in the number of 3,000,000 units to Mr. Wanchak Buranasiri. 5.4 To approve the allotment of warrants issued under the plan ESOP # 4 in the number of 1,500,000 units to Mr. Thalin Aeimtitiwat. 6. To approve the decrease of the registered capital of the Company, from Baht 13,294,143,810 to Baht 3,013,282,780.- by canceling the registered but un-issued share, in the number of 1,028,086,103 shares. (The 5,796,600 registered and un-issued shares left are reserved for the exercise of the warrant issued). 7. To approve the amendment of Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital as follows: Clause 4. The registered capital : Baht 3,013,282,780 (Three Thousand and Thirteen Million, Two Hundred and Eighty-Two Thousand, Seven Hundred and Eighty Baht) Divided into : 301,328,278 shares (Three Hundred and One Million, Three Hundred and Twenty-Eight Thousand, Two Hundred and Seventy-Eight shares) At a par value of : Baht 10 (Ten Baht) each Divided into Ordinary shares : 301,328,278 shares (Three Hundred and One Million, Three Hundred and Twenty-Eight Thousand, Two Hundred and Seventy-Eight shares) Preferred shares: - None - ( - ) 8. To approve the increase of the registered capital of the Company from Baht 3,013,282,780.- to Baht 21,850,577,100.- by issuing 1,883,729,432 newly ordinary shares, detailed as follows: a. 200,000,000 ordinary shares to be issued at the price which is not less than Baht 10.- per share. b. 571,500,000 ordinary shares to be issued at Baht 4.41 per share. (below par value). c. 1,082,879,432 ordinary shares to be issued at Baht 5.- per share. (below par value). d. 29,350,000 ordinary shares to be issued at Baht 6.- per share. (below par value) 9. To approve the amendment of Clause 4 of the Memorandum of Association of the Company to be accorded with the increase of the registered capital as follows: Clause 4. The registered capital : Baht 21,850,577,100 (Twenty One Thousand, Eight Hundred and Fifty Million, Five Hundred and Seventy-Seven Thousand, and One Hundred Baht) Divided into : 2,185,057,710 shares (Two Thousand, One Hundred and Eighty-Five Million, Fifty-Seven Thousand, Seven Hundred and Ten Shares) At a par value of : Baht 10 (Ten Baht) each Divided into Ordinary shares : 2,185,057,710 shares (Two Thousand, One Hundred and Eighty-Five Million, Fifty-Seven Thousand, Seven Hundred and Ten Shares) Preferred shares: - None - ( - ) 10. To approve the issuance and offering of the newly issued ordinary shares at the price below its registered par value as follows: (1) 571,500,000 shares, with the par value of Baht 10.- per share, to be issued and offered at Baht 4.41 per share (the discount is fixed at Baht 5.59 per share). (2) 1,082,879,432 shares, with the par value of Baht 10.- per share, to be issued and offered at Baht 5.- per share (the discount is fixed at Baht 5.- per share). (3) 29,350,000 shares, with the par value of Baht 10.- per share, to be issued and offered at Baht 6.- per share (the discount is fixed at Baht 4.- per share). 11. To approve the allotment of the newly issued shares, the detail of which are as follows: (a) To issue and allot the 571,500,000 newly issued shares, at the price of Baht 4.41 per share, by way of private placement to the specific investors not more than 35 persons, in accordance with the SEC notification no. Gor. Jor. 12/2000 regarding the application and permission for offer of new shares. The name of subscribers and the number of shares allotted to each are as follows: (1) Step Balance Co., Ltd. 280,000,000 shares (2) Lumina Pacific Co., Ltd. and/or its delegates 40,000,000 shares (3) Ever Crest Pacific Co., Ltd. and/or its delegates 40,000,000 shares (4) Beijing Properties Investment Limited and/or its delegates 40,000,000 shares (5) Capital Sign Investment Limited and/or its delegates 40,000,000 shares (6) Fidelis Overseas Limited and/or its delegates 40,000,000 shares (7) Siam Investment Fund II LLP. and/or its delegates 47,000,000 shares (8) Siam Investment Fund and/or its delegates 9,500,000 shares (9) Univentures Public Company Limited and/or its delegates 35,000,000 shares Providing that the share offering will be completed within 15 days after the date that the shareholders meeting resolves to approve this issue and allotment. The President will be authorized to determine the terms and conditions and other necessary details of the offering, according to the subscription agreement to be further agreed. The said offering price per share is not less 80% of the averaged closed price per share of the Company's shares being traded in SET during the period of 30 trading days before the date that the Board has resolved this share offering. (during the period from 20 May 2002 to 2 July 2002) (b) The 29,350,000 newly issued shares, at the price of Baht 6.- per share, will be reserved for the exercising of the warrants issued under the Plan to Privately Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Company and its subsidiaries # 4. (ESOP#4) (c) To issue and allot the 200,000,000 newly issued shares, at the price not less than the 80% of the "market price" at the time of offering, by way of private placement to the specific investors not more than 35 persons and/or any of the institutional investors, in accordance with the SEC notification no. Gor Jor. 12/2000 regarding the application and permission for offer of new shares. Providing that the "market price" will calculated by way of the weighted average price or the averaged closed price per share of the Company's shares traded in SET during the period of 30 trading days prior to the date on which the board of directors approves the share offering, The board of directors will be authorized to determine the offering price, subscription period, terms and conditions relating to the offering, which includes the determination of the "market price" in accordance with the SEC regulations relating thereto. (d) To issue and allot the 1,082,879,432 newly issued shares, at the price of Baht 5.- per share, by way of private placement to certain persons or juristic person, designated by Starwood Thailand Corporation, being the specific investors not more that 35 persons during 12 month period, in accordance with the SEC notification no. Gor Jor. 12/2000 regarding the application and permission for offer of new shares. These shares are reserved for the subscription of Starwood Thailand Corporation, in the event that it may exercise the right to subscribe for shares pursuant to the Subscription Agreement dated 3 March 1999 which were rectified by the shareholders in the annual general meeting of shareholders # 4/1999 held on 9 April 1999. The board of directors will be authorized to determine the subscription period, terms and conditions and other details relating to the offering to be accorded with the Subscription Agreement, including any necessary action to be done concerning the offering of the newly issued shares at the price which being below the market price according to the SEC notification Gor. Jor. 35/2001 regarding the application and permission for offer of new shares (Revised #5) or any other SEC regulations relating thereto. 12. To approve the waiver of tender offer requirement, which Step Balance Co., Ltd. is required as a result of its subscription, by way of obtaining approval by the shareholders' meeting resolution with the votes of not less than three-quarters of the total issued shares held by the shareholders who present at the meeting and have the voting rights in accordance with SEC notification no. Sor Gor 4/1995 dated 15 March 1995. 13. To approve the issue and offering of debenture, the detail of which are as follows: Type Secured or unsecured debenture, which suit market prevail conditions Currency Baht and/or any foreign currency Total value of Debenture Not exceeding Baht 2,000,000,000.- or equivalent in other currencies Maturity Not over 10 years of each issuance Type Offering The debenture issued pursuant to this plan will be offered in all or in part, as a public offering and/or a private placement and/or to any foreign and/or local institutional investors. Such offerings may be made in one time or several times in accordance with the relevant SEC regulations. Premature Redemption The holders of the debentures and the Company may or may not be entitled to the right to prematurely redeem, subject to the terms and conditions of each issuance. Interest Subject to the prevailing market conditions at the time of issue and offering Providing that, the board of directors or any person delegated by the board of directors will be authorized to determine the terms and conditions, as well as, any other details of the debenture and the issue and offering, which include, but not limited to, currency, amount, number of types, types and value of security, par value, offering price, type and rate of the interest, term of principle repayment, interest payment term and right of the holder of debenture to prematurely redeem it. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Director