ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Ref. SS./ 0450 /2006 20 April 2006 Subject : Report the resolution at the Annual General Meeting of Shareholders # 11/2006 of Sansiri Public Company Limited. To : President The Stock Exchange of Thailand Enclosures : (1) Summary of Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006). (2) The details of plan to issue and offer debenture. Sansiri Public Company Limited would like to report on the resolutions made at the Annual General Meeting of the Company's Shareholders # 11/2006 held on 20 April 2006 at Kamolthip Room # 3, on the 2nd Floor, Siam City Hotel, No. 477 Sri Ayutthaya Road, Rajthevi, Bangkok. The Meeting has passed the following resolutions: Item 1.Certified the Minutes of the Annual General Meeting of Shareholders # 10/2005 held on 29 April 2005. Item 2.Certified the Company's Annual Report and the Board of Directors' Report of the work done for the period of 2005. Item 3.Approved the Company's balance sheets, profit and loss statements which have been audited by the auditor of the Company ended 31 December 2005. Item 4.Approved the decrease of the registered capital of the Company, which will be made from the existing registered capital of 7,746,876,485 Baht to be the new registered capital of 7,743,278,530 Baht by canceling its registered but un-issued share in the number of 719,591 shares, classified into 2 portion, i.e.; (1)The 412,868 ordinary shares which 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 2 only) for which the warrant holders was entitled to exercised their rights until the expiration date on 20 February 2006. After the expiration date was elapsed, there were the shares reserved for the exercising right of warrant under the ESOP # 2 Plan (lot 2 only) remaining un-issued, totaling 412,868 shares which the Company had to cancel them. (2)The 306,723 ordinary shares which were reserved for the exercising right of the warrant approving at the resolution of the Annual General Meeting of Shareholders # 5/2000 held on 24 April 2000 (under the ESOP # 3 Plan) for which the warrant holders was entitled to exercised their rights until the expiration date on 20 February 2006. After the expiration date was elapsed, there were the shares reserved for the exercising right of warrant under the ESOP # 3 Plan remaining un-issued, totaling 306,723 shares which the Company had to cancel them. In addition, the 75,027,014 registered and un-issued shares left are reserved for the exercising right of the warrant issued pursuant to all ESOP Plans. Then, the registered capital of the Company will be 7,743,278,530 Baht, divided into 1,548,655,706 shares at the par value of 5 Baht per share, as well as, approved the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 5.Approved the cancellation of the Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2003) under approving at the resolution of the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003 which have not been issued and offered yet. Item 6.Approved the Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006), the details of which are appeared in the Enclosure (1) attached herewith. Item 7.Approved the cancellation of the resolution of the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003, particularly the approval of the allotment of the newly issued shares as the reserved shares for the exercise right of the warrants issued under the ESOP # 5 Plan (ESOP # 5/2003), which be canceled pursuant to the item 5 abovementioned. And propose for the approval of using the said shares to allot as the reserved shares for the exercise right of the warrants issued under the Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006), which will be proposed to the shareholders' approval according to the item 6 abovementioned instead. Item 8.Approved the plan to eliminate the outstanding discount on share value in order to comply with the recent interpretation of the Federation of Accounting Professions, concerning the accounting practice regarding the capital reduction to offset the retained losses, by way of decreasing the registered capital of the Company by reducing par value of the share, from 5 Baht to 4.28 Baht, or reduction of 72 Stang per share. The reduced amount of registered capital of 1,061,012,658 Baht would be used to write-off the mainly outstanding discount on shares value in the amount of 1,068,616,965 Baht, after write off, the balance of the discount on shares value would be 7,604,307 Baht. This remaining balance of the discount on shares value of 7,604,307 Baht will be offset with the retained earning when the Company adjust the accounting record to comply with the comments of the Federation of Accounting Professions. Item 9.Approved the decrease of the registered capital of the Company (after the Company had already decreased the registered capital by canceling its registered but un-issued share as stated in the item 4), which will be made from the existing registered capital of 7,743,278,530 Baht to be the new registered capital of 6,628,246,421.68 Baht, by reducing par value of the share, from 5 Baht to 4.28 Baht, in order to offset the outstanding discount on share value, the reduced amount of registered capital will not be refunded to the shareholders, as well as, approved the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 10.Approved the allocation of the net profit for legal reserves and dividend payments for the operational results from 1 January 2005 to 31 December 2005, as well as the appropriation of the annual dividend payment at the rate of 0.22 Baht (Twenty Two Stang) per share. The approved dividend will be paid to shareholders on 19 May 2006. Item 11.Approved the election of Mr. Kovit Poshyananda, Mr.Wanchak Buranasiri, Mr. Thalin Aeimtitiwat and Mr. Nopporn Boonthanom, the 4 directors who are retired on expiration of their terms as directors of the Company for the next term. Therefore, the members of the board of directors are: (1) Mr. Kovit Poshyananda (2) Mr. Chittin Sibunruang (3) Mr. Apichart Chutrakul (4) Mr. Srettha Thavisin (5) Mr. Wanchak Buranasiri (6) Mr. Visarl Chowchuvech (7) Miss Chitra Srisakorn (8) Mr. Dnuja Sindhavananda (9) Mr. Thalin Aeimtitiwat (10) Mr. Nopporn Boonthanom Item 12.Determined the remuneration for the year 2006 to the Board of Directors and Audit Committee at the rate as follows: 12.1 The remuneration to the Board of Directors -The remuneration shall be paid in the form of allowance, at the new rate, i.e. 20,000.- 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 special remuneration for the year 2006 shall be paid to the five non-executive directors as follows: (1) It shall be paid to Mr. Kovit Poshyananda (Chairman of the Board) in the amount of 1,000,000 Baht (2) It shall be paid to Mr. Chittin Sibunruang (Deputy Chairman of the Board) in the amount of 750,000 Baht (3) It shall be paid to Mr. Visarl Chowchuvech (Independent Director) in the amount of 750,000 Baht (4) It shall be paid to Miss Chitra Srisakorn (Independent Director) in the amount of 750,000 Baht (5) It shall be paid to Mr. Dnuja Sindhavananda (Independent Director) in the amount of 750,000 Baht 12.2 The remuneration to the Audit Committee shall be paid in form of salary, at the same rate, i.e. 50,000 Baht per month for the Chairman and 30,000.- Baht per month for other members. Item 13.Appointed the following persons as auditors and fix the auditing fee for the year 2006. Name CPA No. Auditing Firm 1.Mr. Sophon Permsirivallop 3182 Ernst & Young Office Limited or 2.Miss Rungnapa Lertsuwankul 3516 Ernst & Young Office Limited or 3.Miss Sumalee Reewarabandith 3970 Ernst & Young Office Limited or 4.Miss Vissuta Jariyathanakorn 3853 Ernst & Young Office Limited - with the auditing fee for the year 2006, for the Company and other companies within its group, amounting to 4,100,000.- Baht Item 14.Approved the issue and offering of debenture, the detail of which are appeared in the Enclosure (2) attached herewith. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President