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Resolution Of EGM No.1/2549 About ESOP

BackJul 18, 2006

SF 232/49

                                  17 July 2006

Subject:      Resolution of EGM No.1/2006 about the issuance of warrants
to directors and employees (ESOP)
To:      President
          The Stock Exchange of Thailand

       The meeting of the Extraordinary General Meeting of Shareholders
of Siam Future Development Public Company Limited No. 1/2006 held on 14 July
2006 at 2:30 pm. passed the resolutions of the issuance of warrants to
directors and employees (ESOP) with the approval 283,552,481 votes (94.18%)
and opposition 17,905,200 votes (5.82%) of the total votes cast by all
shareholders present and eligible to vote at the meeting and abstention 100
votes following the regulations of the Office of the Securities and Exchange
Commission that the Company must seek approval from the shareholders by
three-quarters or more of the total votes cast by all shareholders present and
eligible to vote at  the meeting.  Any shareholders having in aggregate more
than 10 percent of the total voting rights of the shareholders present may
oppose the ESOP if they wish so.
            The Company would like to report additionally the details of the
issuance of warrants to be offered to directors and employees (ESOP) as follows:
1.      Allocation:
      1.1 Allocation to Directors of the company
not more than 4,500,000 units (not more than 30% of issuance warrants amount)
by equally allocating to directors.
      1.2 Allocation to employees of the company  not less than 10,500,000
units (not less than 70% of issuance warrants amount) by the following criteria
1) potential as well as level of his or her contribution to the Company 2)
performance 3) person's job title 4) term of service.
2.      Exercise Price: The average price after 10 business days from XR
(the close of share register book for determining the rights of shareholders to
subscribe new shares is 25 July 2006) symbol shown from 20 July to 3 August
2006 but not less than 5 baht per share.
3.      Exercise restrictions
3.1      The warrant holder may not exercise all of the Warrants allotted if the
warrant holder resigns from being the director or employee of the Company or its
subsidiaries or his or her employment contract is terminated before the Initial
Exercise date of the Warrants.
         If the warrant holder resigns or his or her employment contract is
terminated after the Initial Exercise Date, the warrant holder shall return all
unexercised Warrants to the Company by the day on which he or she ceases to be
the director or employee.
3.2      If the warrant holder (directors or employees) dies, is lost, is sick
or permanently disabled, the warrant holder's legitimate heir or representative
may exercise the Warrants according to the terms and conditions specified.
           Except the director of the company, dies, the warrants are not able
to be transferred to the warrant holder's legitimate heir.
3.3      If the warrant holder is terminated from being an employee of the
Company or its subsidiaries without proven guilty, he or she shall remain
entitled to exercise the Warrants at any time until the Warrants become mature.

         Please be informed accordingly.


                                     Yours Sincerely,



                                 (Mr.Somnuk Pojkasemsin)
                                         President