Dusit Thani Plc. (DTC) was resolved at the board of directors's meeting no. 3/1997 held on June 10, 1997, as below: 1. To raise the company's registered captital from Bt600 million to Bt850 million through an issuance of 25 million new common share with Bt10 each of par value. These new shares are for a private placement to Investment Partnership Affiliated To the Goldman Sachs Group L. P. and/or Thai financial institution assigned by Goldman Sachs Group L. P., at the price of Bt30 apiece. The issue will be proposed at the extraordinary shareholders' meeting for an approval. 2. To hold the extraordinary meeting no. 1/1997 on Friday, July 18, 1997, 2.30 p.m., in Wimanmek Rm., Dusit Thani Hotel. The share registration book will be closed, to entitle shareholders for attending the meeting, on Friday June 27, 1997 at 12.00 a.m. The book will be kept closed until the meeting is over. This shareholders' meeting is to consider approvals for following issues: - Deregulation for Investment Partnership Affiliated to the Goldman Sachs Group L. P. or Thai financial institutions assigned by Goldman Sachs Group L. P. to acquire the mentioned common shares without the necessity to make a tender offer for the business' entire shares. - To amend the memorandam of associates to be in line with the the capital increase, and to change the amount of paid-up capital. 3. To appoint Securities One Plc. (S-ONE) as the financial advisor to express opinions and comments to DTC's shareholders in various topics related to the acquisiton of DTC's shares by Goldman Sachs Group L.P. Form of capital increase Dusit Thani Plc (DCT) June 10, 1997 1.Capital increase : to raise from Bt600 million to Bt850 million by issuing 25 million units of capital-increase shares, Bt10 apiece totalling to Bt250 million 2. Allocation details: Allocated Number of Selling Price Subscription & Note To Share (Baht/Share) Paid-up Date Investment 25 million 30 September 5, 1997 Bt750 Partnership million Affiliated To The totally Goldman Sachs Group L.P. Details of investor: Investment Partnership Affiliated To The Goldman Sachs Group L.P. - Established in USA in 1869, having a representative office in Thailand on the 2nd floorr of Monthathip Court, Regent Hotel, 155 Rajadamri Rd., Bangkok 10330 - Registered as a corporation on December 31, 1996 with a registered capital of US$5,309 million - Operate a business as an investment banker -Board of directors 1. Mr.Jon S. Corzine Chairman & CEO 2. Mr.Henry M. Paulson, Jr. President & COO 3. Mr.Roy J. Zuckerberg Vice Chairman 4. Mr.Robert J. Hurst Vice Chairman 5. Mr.John A. Thain Managing Director 6. Mr.John L. Thornton ManagingDirector Mr.Henry Cornell, MD, is authorised to sign in behalf of the company. 2.2 In case of share odd : None 3.Meeting arrangement : The extraordinary meeting no. 1/1997 would be held on Friday, July 18, 1997, 2.30 p.m., in Wimanmek Rm., Dusit Thani Hotel. The share registration book will be closed, to entitle shareholders for attending the meeting, on Friday June 27, 1997 at 12.00 a.m. The book will be kept closed until the meeting is over. 4.Seeking for approval from relevant government agencies and condition : This tender offer must be approved by general shareholders as Investment Partnership Affiliated To The Goldman Sachs Group,L.P. would hold 29.41% raised registered capital. 5. Capital increase objective and utilisation of fund mobilised: The company will spend the proceeds to repay debts that incurred from investment in shares of Philippine Hoteliers, Inc. and Dusit Sinthorn Co., Ltd. - Investment in Philippine Hoteliers, Inc. The company has acquired 3,515,177 shares, with the par value of 100 peso apice, in Philippine Hoteliers, Inc. at the price of 193.59 peso. This accounts for 85.76% of the registered capital. Payment for 3,123,554 shares has already been arranged, making a total of about Bt595 million, including expenses. The payment was arranged from DTC's off-shore loan. - Investment in Dusit Sinthorn Co., Ltd. DTC has invested in 50% of Bt2.2 billion registered capital of Dusit Sinthong Co., Ltd. The investment was partially funded by the proceeds of Bt618 million mobilised from a previous capital increase conducted on August 22, 1995 by issuing 15.45 million new shares at the par value of Bt40 apiece and the proceeds of Bt243 million raised from another capital increase of 8.1 million shares with the par value of Bt30 apiece. The remaining Bt239 million was from an off-shore loan. 6.Benefit to the company : to ease loan burdens and boost liquidity 7.Benefit to shareholders : to pay dividend at not below 50% of profit rate and shareholder who subscribes those newly-issued shares is eligible to receive dividend by 1999 period. 8.Another supportive details : None 9.Time table : -file form of capital increase Jun 10, 1997 -close registration book for attending the meeting Jun 27, 1997 -publish extraordinary meeting invitaion and form 247-7 Jul 3, 1997 -hold extraordinary shareholder meeting Jul 18, 1997 -inform resolutions to the SET Jul 18, 1997 -subscription date Sep 1-5, 1997 -paid-up date Sep 5, 1997 -be registered capital increase with Commercial Ministry Sep 18, 1997 -file capital increase to the SET Sep 18, 1997 -file requestment form to have capital-increase shares registered as ordinary shares in the SET and Commercial Ministry Oct 3, 1997