22 October 2002

RESOLUTION ON CAPITAL INCREASE AND DECREASE OF PAR VALUE

No. 50/2002/222 October 21, 2002 Subject Resolutions of Central Pattana Public Company Limited's Board of Directors Meeting No 7/2002 To President of The Stock Exchange of Thailand Enclose Report of Capital Increase Form Pursuant to Central Pattana Public Company Limited's Board of Directors Meeting No 7/2002 held on October 21, 2002 has passed the resolutions on major subjects which should be disclosed to The Stock Exchange of Thailand and public as follow :- 1) Approve the decrease of its authorized share capital reserved for an unexercised portion of its Euro Convertible Debenture of 20,987,750 shares or 209,877,500 Baht 2) Approve the Company's capital increase as detailed in an enclosed Report of Capital Increase Form 3) Approve the decrease of par value of the Company from 10 Baht per share to 5 Baht per share. 4) Approve the issuance and offering for sale of senior, secured and/or unsecured debentures totaling amount not exceed 5,000 million Baht with tenure of less than 10 years 5) To convene an Extraordinary General Meeting of Shareholders No.1/2002 on November 15, 2002 at 10.00 a.m., at Lardprao A Room, Sofitel Central Plaza Hotel, No. 1695 Phaholyothin Road, Lardyao, Chatuchak, Bangkok to consider and approve the agendas which has been proposed by the Board of Director mentioned in items 1-4 above 6) To close the shareholders register for right to attend an Extraordinary General Meeting of Shareholders No. 1/2002 commencing 12.00 a.m. on November 4, 2002 until the adjournment of the Extraordinary General Meeting of Shareholders No. 1/2002 7) To close the shareholders register for right to subscribe for the newly issued shares from 12.00 a.m. on November 20, 2002 8) That the subscription period shall be during December 3-11, 2002 9) The agenda for the Extraordinary meeting of shareholders are as follows: Agenda 1 To certify the Minutes of the Annual General Meeting of Shareholder No. 1/2545 Agenda 2 To approve the decrease of capital reserved for an unexercised portion of its Convertible Debenture in foreign currency Agenda 3 To approve the amendment to Clause 4. of the Memorandum of Association to be consistent with the Company's capital decrease Agenda 4 To approve the Company's capital increase Agenda 5 To approve the amendment to Clause 4. of the Memorandum of Association to be consistent with the Company's capital increase Agenda 6 To approve the allocation of newly issued ordinary shares Agenda 7 To approve the decrease of shares value by changing of the par value of the Company Agenda 8 To approve the amendment to Clause 4. of the Memorandum of Association to be consistent with the change of par value of the Company Agenda 9 To approve the issuance and offer for sale of debentures Agenda 10 Other businesses (if any) Please be informed accordingly. Yours sincerely, ____________________ Naris Cheyklin Secretary to the Board of Directors