ข่าวแจ้งตลาดหลักทรัพย์

(English Translation) Ref. SS./ 0362 / 2005 22 March 2005 Subject : Sansiri Public Company Limited announces annual dividend payment and sets date for Annual General Meeting of Shareholders # 10/2005 To : President The Stock Exchange of Thailand Enclosure : The details of plan to issue and offer debenture The Board of Directors of Sansiri Public Company Limited in meeting # 2/2005 held on 21 March 2005 during 14.30 hours to 15.30 hours at 16th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok, has approved the following resolutions: Item 1.To propose for approval at the Annual General Meeting of Shareholders the decrease of the registered capital of the Company, which will be made from the existing registered capital of 7,754,778,150 Baht to be the new registered capital of 7,746,876,485 Baht by canceling its registered but un-issued share in the number of 1,580,333 shares, classified into 2 portion, i.e.; (1) The 1,068,372 shares Reason : At first, the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003 had passed the resolution to allot the 6,738,878 new ordinary shares as the additional reserved for the adjustment of the exercising right of the warrant issued under the ESOP Plans # 2, #3 and # 4 which may have to be made due to the fact that the Company has made a right offering of share, pursuant to the terms and conditions of the Plans.. And as a result of the calculation made pursuant to the formula prescribed in the Plans, the total number of shares to be issued for additional reserved were 5,357,172 shares. Therefore, the Company still had the remaining un-issued shares in the number of 1,068,372 shares, which the Company had to cancel the said remaining un-issued shares. (2) The 511,961 shares Reason : At first, the said shares were reserved for the exercising right of the warrant approving at the resolution of the Extraordinary Meeting of Shareholders # 1/1999 held on 29 July 1999 (under the ESOP # 2 Plan, lot 1 only) for which the warrant holders was entitled to exercised their rights until the expiration date on 17 October 2004. After the expiration date was elapsed, there were the shares reserved for the exercising right of warrant under the ESOP # 2 Plan (lot 1 only) remaining un-issued, totaling 511,961 shares which the Company had to cancel them. Furthermore, the 75,746,605 registered and un-issued shares left are reserved for the exercising right of the warrant issued pursuant to the ESOP Plans. Then , the registered capital of the Company will be 7,746,876,485 Baht, divided into 1,549,375,297 shares at the par value of 5 Baht per share, as well as, the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 2.To propose for approval at the Annual General Meeting of Shareholders the audited balance sheets, profit and loss statements for the year ended 31 December 2004. Item 3.To propose for approval at the Annual General Meeting of Shareholders the dividend payment of 0.16 Baht (Sixteen Stang) per share for the operational results from 1 January 2004 to 31 December 2004. The approved dividend will be paid to shareholders on 27 May 2005. Item 4. To propose for approval at the Annual General Meeting of Shareholders the re-appointment of the directors who must retire on expiration of their terms as directors of the Company as follows: 4.1 Mr. Chittin Sibunruang 4.2 Mr. Visarl Chowchuvech 4.3 Miss Chitra Srisakorn 4.4 Mr. Dnuja Sindhvananda Item 5.To propose for approval at the Annual General Meeting of Shareholders the remuneration for the year 2005 to the Board of Directors and Audit Committee at the rate as follows: The remuneration to the Board of Directors shall be paid in the form of allowance, amounting to 10,000 Baht for each director per one meeting. However, it should not paid more than 2 times in one month, i.e. if the meetings are held more than 2 times in any particular month, the allowance will be paid for only the first 2 meetings. The remuneration to the Audit Committee shall be paid in form of salary, amounting to 50,000.- Baht per month for Chairman and amounting to 30,000.- Baht per month for other members. Item 6.To propose for approval at the Annual General Meeting of Shareholders the appointment of Mr. Supot Singhasaneh holder of auditor's license No. 2826 or Miss Somboon Supasiripinyo holder of auditor's license No. 3731 of KPMG Poomchai Audit Ltd. as the Company's auditor with the auditing fee for the fiscal year ending 31 December 2005, amounting to 1,699,000.-Baht (One Million, Six Hundred and Ninety Nine Thousand Baht Only). Item 7.To propose for approval at the the Annual General Meeting of Shareholders the issue and offering of debenture, the details of which are appeared in the Enclosure attached herewith. Item 8.To set date for an Annual General Meeting of Shareholders # 10/2005 will be held on 29 April 2005 at 10.00 hours, at Kamolmas Room, 6th Floor, Siam City Hotel, No. 477 Sri Ayutthaya Road, Rajthevi, Bangkok. Item 9.To set date for closing the company share register for the right to attend the meeting and for the right to receive the dividend will be on 8 April 2005 at 12.00 noon onwards until the meeting has adjourned. Item 10.To propose the following agenda at the Annual General Meeting of Shareholders # 10/2005: Agenda 1.To certify the Minutes of the Annual General Meeting of Shareholders # 9/2004 held on 22 April 2004. Agenda 2.To consider and approve the decrease of the registered capital of the Company (by canceling its registered but un-issued share) and approve the amendment to Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Agenda 3.To certify the Company's annual report and the board of directors' report of the work done for the period of 2004. Agenda 4.To approve the Company's balance sheets, profit and loss statements which have been audited by the auditor of the Company ended 31 December 2004. Agenda 5.To consider and approve the allocation of the net profit for legal reserves and dividend payments for the operational results from 1 January 2004 to 31 December 2004. Agenda 6.To appoint new directors to succeed those completing their terms. Agenda 7.To approve the remuneration for the year 2005 to the Board of Directors and Audit Committee. Agenda 8.To appoint the auditor and fix the auditing fee for the year 2005. Agenda 9.To consider and approve the issue and offering of debenture. Agenda 10.Other businesses (if any). Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Executive Vice President