25 November 1996

REPORTS ON MOTIONS PASSED AT ITS 42/1996 BOARD OF DIRECT

Central Pattana Plc (CPN) reported on motions passed at the 42/1996 board of directors' meeting, held on April 22, 1996 as follows: 1. Certify the minutes of the board of directors' meeting no. 35/ 1996 2. Consider and acknowledge the Q3/1996 operation of the company and subsidiaries 3. Consider and acknowledge the progress of the unoperated projects 4. Unanimously approve to amend the company's rule no.11 to be as follows: Rule 11 : CPN's shares were eligible to be transfered without limitation, excepting the transfer was made from thai-nationality shareholders to alien who held 15% of shares in the company and the transfer was made before the effective rule's change. Besides, the aliens were able to hold shares issued by the company under the following conditions; 1. Holding of shares due to the convertible debentures conversion or exercising on warrants of which entire amount was offered to the alien. However, the share holding will not be a subject to cause the total share holding ratio of aliens to over 33% of total amount of issued and offered shares of the company. By this, the share holding ratio of aliens will be increased from 15% to 20% and if combining with convertible debentures conversion, aliens' share holding ratio will be toalling not over 33%. of the company's total shares. 5. Set the 2/1996 extraordinary meeting of shareholders to be on December 19, 1996, at 10.00 a.m. with the agenda as follows: 5.1 Certify the minutes of the general meeting of shareholders no.1/1996 5.2 Certify and approve the transactions of the company 5.3 Consider the amendment of the company's rule to increase aliens' share holding ratio in the company as mentioned in the above item no.4 5.4 Consider othe business (if any) Additionally, the closing date of registration book for attending the 2/1996extraordinary meeting to be from December 6, 1996, at noon until the end of the meeting.