May 20, 2003 Subject Resolutions of the Board of Directors's meeting of Central Pattana Public Company Limited To President of the Stock Exchange of Thailand Pursuant to its Board of Directors Meeting No.4/2003 held on May 20, 2003 Central Pattana Public Company Limited ("the Company") would like to announce the resolutions as follows: 1. Approve the Company to enter into the Share Subscription Agreement with Thailand Equity Fund (a special purpose mutual fund participated by leading Thai and International institutions) to issue convertible preferred shares of 35,714,200 shares at 28 Baht per share which can be converted into ordinary shares at 1 preferred share for 1 ordinary shares. Thailand Equity Fund is managed by MFC Asset Management Public Company Limited. Share Subscription Agreement will become effective subject to an approval by its shareholders' meeting resolutions to increase its share capital, to amend the Articles of Association and the Memorandum of Association and to fulfill certain conditions precedent. 2. Approve an increase of registered capital of the Company from 2,000,245,000 Baht to 2,178,816,000 Baht by issuing 35,714,200 preferred shares with par value of 5 Baht each. 3. Approve an amendment to Clause 4. of the Memorandum of Association in accordance with the increase of the Company's capital as follow : "Clause4. Registered capital 2,178,816,000 Baht (Two thousand one hundred seventy eight million eight hundred and sixteen thousand Baht) Divided into 435,763,200 Shares (Four hundred thirty five million seven hundred sixty three thousand and two hundred Shares) Par value of 5 Baht (Five Baht) Comprise of - Ordinary shares 400,049,000 Shares (Four hundred million and forty nine thousand Shares) - Preferred shares 35,714,200 Shares (Thirty five million seven hundred fourteen thousand and two hundred Shares)" 4. Approve to offer the newly issued preferred shares of 35,714,200 shares to specific investor and/or institutional investor or qualified investor in accordance with the regulation of the Securities and Exchange Commission. The Executive Committee or Board of Directors shall be empowered to allot such newly issued preferred shares. 5. Approve the amendment to the articles of association in accordance with the increase of capital. 6. Approve a representative from Thailand Equity Fund to be of an unauthorized director. 7. Approve to convene an extraordinary General Meeting of Shareholders no. 1/2003 on June 26, 2003 at 2.00 p.m. at the auditorium on Floor 7th of the World Trade Center Bangkok to certify and/or approve the following agenda: Agenda 1 To certify the minutes of the ordinary general meeting of shareholders no.1/2003 Agenda 2 To approve the increase of registered capital of the Company Agenda 3 To approve the amendment to Clause 4. of the Memorandum of Association in accordance with the increase of capital Agenda 4 To approve the offering of newly issued preferred shares to specific investor and/or institutional investor or qualified investor in accordance with the regulation the Securities and Exchange Commission. Agenda 5 To approve the amendment of the articles of association Agenda 6 To approve the appointment of a new director. Agenda 7 Other businesses (if any) The date for closing the Company share register for the right to attend the Extraordinary General Meeting of Shareholders no.1/2003 will be on June 9, 2003 at 12.00 a.m. until the end of the meeting. Please be inform accordingly. Your Faithfully, ( Naris Cheyklin ) Secretary to the Board of Directors