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Resolutions Of EGM No.1/2549

BackJul 17, 2006

SF 229/49

                                       17 July 2006

Subject:      Notification of Resolutions of the Extraordinary General
Meeting of Shareholders No. 1/2006
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 passed the
material resolutions as follows:

(1)      Adopted the minutes of Annual General Shareholders' Meeting Y2006.

(2)      Approved the capital increase by issuing 84,830,000   ordinary shares
with a par value of Baht 1 each by allocation to the Company's existing
shareholders in proportion to their shareholding at the ratio of 5 current
shares to 1 newly issued share at the price of Baht 5 per share. The meeting
also authorized the board of directors of the Company to allocate the newly
issued shares which are not subscribed to the existing shareholders of the
Company who exercise their rights to subscribe the shares in excess of their
rights provided that those shares will be allocated to the existing
shareholders of the Company which have declared their intention to subscribe
the newly issued shares in excess of their rights in proportion to their initial
subscription.

(3)      Approved the issuance of 5-year warrants for directors and employees
(ESOP) in the amount of 15,000,000 units. The exercise price was determined
not more than 5 baht.

(4)      Approved the decrease of a registered capital of the Company from
Baht 500,000,000 (Baht five hundred million) to Baht 424,117,769 (Baht four
hundred twenty four million one hundred seventeen thousand seven hundred and
sixty nine) by means of decreasing 75,882,231 (seventy five million eight
hundred eighty two thousand two hundred and thirty one) ordinary shares for
supporting the exercising the right of  warrant (SF-W1) with a par value of
Baht 1 each, totaling Baht 75,882,231 (Baht seventy five million eight
hundred eighty two thousand two hundred and thirty one).
(5)      Approved the increase of a registered capital of the Company from
Baht 424,117,769 (Baht four hundred twenty four million one hundred seventeen
thousand seven hundred and sixty nine) to Baht 533,947,769 (Baht five hundred
thirty three million nine hundred forty seven thousand seven hundred and sixty
nine) by means of issuance of 109,830,000 (one hundred and nine million eight
hundred and thirty thousand) ordinary shares with a par value of Baht 1 each,
totaling Baht 109,830,000 (Baht one hundred and nine million eight hundred and
thirty thousand).

         Approved the allotment of 109,830,000 (one hundred and nine million
eight hundred and thirty
         thousand) ordinary shares as follows:
a)      Allotment up to 84,830,000 ordinary shares to existing shareholders
in proportion to their shareholding at the ratio of 5 current shares to 1 newly
issued share at the price of Baht 5 per share. (Agenda No. 2)
b)      Allotment up to 15,000,000 ordinary shares for supporting the
exercising the right of warrants from Employee Stock Options Program (ESOP).
(Agenda No. 3)
c)      Allotment up to 10,000,000 ordinary shares for supporting the
exercising the right of warrants according to change in the exercise right.

(6) Approved the amendment of the Memorandum of Association of the Company,
Clause 4 to reflect the reduction of the registered capital of the Company by
cancelling the current Clause 4 of Memorandum of Association of the Company and
replacing with the following particulars:

"Clause 4      Registered Capital            Baht 424,117,769 (Baht four hundred
twenty four million one hundred seventeen thousand seven hundred and
sixty nine )
      Divided into            424,117,769 (four hundred twenty
four million one hundred seventeen thousand seven hundred and sixty
nine shares)
      Par Value                      Baht 1 (Baht one),
                                         divided into:
      Ordinary Shares              424,117,769 (four hundred twenty four
million one hundred seventeen thousand seven hundred and sixty nine shares)
      Preference Shares            -        (-)."

         And to reflect the increase of the registered capital of the
Company with the following particulars:

"Clause 4      Registered Capital            Baht 533,947,769 (Baht five hundred
thirty three million nine hundred forty seven thousand seven hundred and sixty
nine)
      Divided into            533,947,769 (five hundred thirty
three million nine hundred forty seven thousand seven hundred and sixty
nine shares)
      Par Value                  Baht 1 (Baht one),
                                         divided into:
      Ordinary Shares            533,947,769 (five hundred thirty three
million nine hundred forty seven thousand seven hundred and sixty nine shares)
      Preference Shares            -          (-)."

Please be informed accordingly.


                                        Yours Sincerely,



                                   (Mr. Somnuk Pojkasemsin)
                                            President