SET Announcements

November 12, 2003 Re: Report on the Board of Directors' resolutions on special interim dividend payment and calling of the EGM No.1/2546. To: President, The Stock Exchange of Thailand The meeting of our Board of Directors, held this afternoon, has passed the following resolutions:- 1. To approve the special interim dividend payment for 200,000,000 ordinary shares (Two Hundred Million ordinary shares), at the rate of Baht 10.00 (Baht ten only) per share for a total amount of Baht 2,000,000,000 (Baht Two Billion). The closing date of the Company's share register book for interim dividend payment shall be Wednesday, November 26, 2003 at 12.00 hours and the payment date shall be Thursday, December 11, 2003. 2. To resolve to propose to the Shareholders Meeting to consider amendment of the par value of the Company's shares from Baht 10 (Baht ten only) per share to Baht 1 (one) per share. 3. To resolve to propose to the Shareholders Meeting to consider amendment of the Articles of Association of the Company by amending the first paragraph of Article 4 as follows: From "Article 4 The Company's shares are ordinary shares of the fully paid-up type only". The value shall be Baht 10 (Baht ten only) per share enter in name certificates" to be "Article 4: The Company's shares are ordinary shares of the fully paid-up type only. The value shall be Baht 1 (Baht one only) enter in name certificates". 4. To resolve to propose to the Shareholders Meeting to consider amendment of Clause 4 of the Company's Memorandum of the Association as follows: from "Clause 4: Registered capital of Baht 2,000,000,000 (Baht Two Billion) divided into 200,000,000 (Two Hundred Million) shares with a par value of Baht 10 (Baht ten only) each, categorized into ordinary shares in the amount of 200,000,000 (Two Hundred Million) shares, and preference shares in the number of - share (-)" to be "Clause 4: Registered capital ofBaht 2,000,000,000 (Baht Two Billion) divided into 2,000,000,000 (Two Billion) shares with a par value of Baht 1 (Baht one only) categorized into ordinary shares in the amount of Baht 2,000,000,000 (Baht two billion) shares and preference shares in the amount of - shares (-)". 5. To resolve to propose to the Shareholders Meeting to approve the execution of Maleenont Tower Lease Agreement with the following details: Transaction date: within June 2004. Parties: Tenants:BEC World Plc. Bangkok Entertainment Co.,Ltd. You & I Corporation Co.,Ltd. TVB 3 Network Co., Ltd. Rungsirojvanit Co., Ltd. Ariyawattana Co., Ltd. BECI Corporation Co., Ltd. Mobi (Thai) Co., Ltd. Digital Factory Co., Ltd. BEC-TERO Entertainment Plc. Lessor: Maleenont Tower Co., Ltd. Relationship: The Maleenonts are managers and 100% shareholders in Maleenont Tower Co., Ltd., and are also the managers and its major its shareholder holding 56.56% in BEC World Public Company Limited. General description of the Lease: The Company and companies in the BEC World group agree to execute Lease Agreements and lease related services for the 36-storey building and the 12-storey building in the Maleenont Tower Project which is situated at 3199, Rama 4 Road, Klongton, Klongtoey, Bangkok, in the amount of approximately 35,000 square meters, at a rent and service fee of not exceeding Baht 375 per square meter (due to the lease being executed with BEC World Group companies, Maleenont Tower Co., Ltd., the lessor, shall discount the rent from the rent of Baht 375 per square meter offered to general tenants. The term of the lease is 3 years, the amount of the rental and service fees are not exceeding Baht 400 million, and the Company and companies in the group can renew the lease another 4 terms for periods of 3 years each. In addition, the 12-storey building is under construction,so the Lease Agreements will begin when the construction is finished. The Lease of the 36-storey building of the BEC-TERO Entertainment Public Company Limited will also begin at a later date since the lease agreement between BEC-TERO Entertainment Public Company Limited and the Emporium Tower has not expired. Characteristics of the transaction: The Maleenonts are managers and 100% shareholders in Maleenont Tower Co., Ltd. They are the interested party in this matter. Therefore, in order for the Company to execute this transaction, it shall require no less than three fourths of the votes of all shareholders or proxies (if such exist) present at the meeting and having the right to vote, not counting the shareholders who have an interest in the matter. Reason and need to execute the transaction: Since BEC World group is expanding,it needs to increase its office space to cope with the expansion. However, since the Emporium Tower, the operating base for the companies in the group has now been fully leased, causing problems for expansion according to the companies group expansion plan the next 3 years, the companies in the group need to find a new operating base.In addition, the centralization of the companies in the group into the same location will increase efficiency in control and management. Also, since the Emporium Tower is located in the city center with a large shopping center and has no traffic problem, the rental and service fees are certain to increase in the future. 6. To resolve to call the Extraordinary General Meeting of Shareholders No. 1/2546 to be held on Tuesday, December 16, 2003 at 15.00 hours at the Salon A and B rooms,on the 3rd Floor, JW Marriott Bangkok Hotel, 4 Sukhumvit Road, Soi 2, Bangkok 10110 with the following agenda:- 1st Agenda To certify the minutes of the 2003 Annual General Meeting of Shareholders. 2nd Agenda To acknowledge the interim dividend payment. 3rd Agenda To approve to amend the par value of the Company's shares. 4th Agenda To approve to amend the first paragraph of Article 4 of Company's Articles of Association as follows: from "Article 4: The Company's shares are ordinary shares of the fully paid-up type only. The value shall be Baht 10 (Baht ten only) per share, enter in name certificates" to be "Article 4: The Company's shares are ordinary shares of the fully paid-up type only. The value shall be Baht 1 (Baht one only) enter in name certificates". 5th Agenda To approve to amend Clause 4 of the Company's Memorandum of the Association as follows: from "Clause 4: Registered capital of Baht 2,000,000,000 (Baht Two Billion) divided into 200,000,000 (Two Hundred Million) shares with a par value of Baht 10 (Baht ten only) categorized into ordinary shares in the amount of Baht 200,000,000 (Baht two hundred million) shares and preference shares in the amount of - shares (-)" to be "Clause 4: Registered capital of Baht 2,000,000,000 (Baht Two Billion) divided into 2,000,000,000 (Two Billion) shares with a par value of Baht 1 (Baht one only) categorized into ordinary shares in the amount of Baht 2,000,000,000 (Baht two billion) shares and preference shares in the amount of - shares (-)".. 6th Agenda To approve the Maleenont Tower Lease Agreement. and resolved to close our Share Register Book, for the right to attend the EGM No. 1/2003 at12:00 hours on Wednesday, November 26, 2003 until the aforementioned shareholders' meeting is finished. Please be informed accordingly. Yours faithfully, (Mr.Chatchai Thiamtong) Vice President-Finance