Report on Disclosure of Sale of Treasury Stocks

TRANSLATION DTC: Report on Disclosure of Sale of Treasury Stocks (Form TS-7) Report on Disclosure of Sale of Treasury Stocks Dusit Thani Public Company Limited August 8, 2006 Dusit Thani Public Company Limited ("the Company") would like to inform the resolution of the Board of Director's Meeting No. 6/2549 held on August 8, 2006 on the approval of the sale of treasury stocks as follows; 1. The total amount of treasury stocks to be sold is 2,760,500 shares representing 3.25 per cent of the total paid-up capital. 2. The method for the sale of treasury stocks: (/) Offering for sale on a public offering basis Only to minority shareholders of Royal Princess Public Company Limited ("Royal Princess") and Dusit Hotels and Resorts Company Limited ("Dusit Resort") who are not the connected persons of the Company (/) Sale on the Stock Exchange of Thailand The Company will proceed with the sale of the treasury stocks to the minority shareholders of Royal Princess and Dusit Resort who are not the connected persons of the Company as follow: Company Share Swap Ratio The Amount The Number of The Amount of Shares* Person of Shares of the Company Royal Princess 1 treasury stock 3,520,288 1,048 1,408,116 to 2.5 shares of Royal Princess Dusit Resort 1 treasury stock 575,768 400 287,884 to 2 shares of Dusit Resort Total 4,096,056 1,448 1,696,000 The period for the sale of the treasury stocks will be notified after the approval by the Securities and Exchange Commission (SEC) of the Company's filing (Form 69-1) which has become effective. * The amount of shares of all minority shareholders of both companies, namely Royal Princess and Dusit Resort, who are not the connected persons of the Company, according to the Shareholder's List as of April 10, 2006. In case where the minority shareholders of both companies do not purchase all remaining treasury stocks of the Company, the Company will further sell the remaining treasury stocks on the Main Board of the Stock Exchange of Thailand, as the Company deems appropriate. If the treasury stocks still remain after the sale on the Main Board, the Company will reduce its paid-up capital by the amount of the unsold treasury stocks. 2/... - Page 2 - 3. The Criteria for Determining the Sale Price of Treasury Stocks The Company will offer the treasury stocks of 2,760,500 shares to minority shareholders of Royal Princess and Dusit Resort who are not the connected persons of the Company provided that such minority shareholders submit their shares of Royal Princess and Dusit Resort to the Company in exchange. The offering swap ratio is obtained by averaging the swap ratios derived from each of the following valuation methodologies applied for valuation of the companies, including the Adjusted Book Value Approach, the Market Comparable Approach and Discounted Cash Flow Approach.* *Based on financial data as of March 31, 2006 Remarks: 1. The offering of the treasury stocks to shareholders of both Royal Princess and Dusit Resort is the public offering since the number of minority shareholders of both Royal Princess and Dusit Resort who are not the connected persons of the Company exceeds 35 persons. 2. Detail of Royal Princess and Dusit Resort as of March 31, 2006: Royal Princess Dusit Resort Paid-up Capital (Baht) 600,000,000 225,000,000 % Shareholding of the Company 79.70% 97.44% The details of the connected persons*: Director's Name Relationship Shareholding % Shareholding in the Company Mr.Vanich Chaiyawan Director of the 7,130,735 7.67% (Indirect shareholder Company and Thai ordinary shares through Thai Life Life Insurance of Royal Princess Insurance Company Company Limited Limited) and related persons Thanpuying Chanut Piyaoui and related persons Director and Majority S hareholder of the Company 1,531,022 ordinary shares of Royal Princess 49.97% Mr. Sansern Kraichitti Director of the Company 10 ordinary shares of Royal Princess 0.01% Thanpuying Chanut Piyaoui and related persons Director of the Company 30 ordinary shares of Dusit Resort 49.97% *List of connected persons and % shareholding as of April 10, 2006 However, the treasury stocks will be offered to minority shareholders of Royal Princess and Dusit Resort who are not the connected persons of the Company. The Company certifies that the information stated in this Report is correct and complete in all respects. (Mrs. Sinee Thienprasiddhi) Director and Secretary to The Board of Directors