Information Regarding the Acquisition or Disposal of Assets

Information Regarding the Acquisition or Disposal of Assets The Board of Directors of Dusit Thani Public Company Limited has adopted a resolution on Friday,February 20, 1998 to dispose of the shares in Dusit Sindhorn Co.,Ltd. The total of 11,000,000 shares will be sold for a cash consideration of Baht 1,110,000,000 to Siam Sindhorn Co.,Ltd. Siam Sindhorn Co.,Ltd.has no relation with Dusit Thani Public Company Limited as defined by the regulations of the Stock Exchange of Thailand. The sale and purchase agreement will be signed within February 27,1998, and the payment will be transfered within March 31,1998. Type of Business Dusit Sindhorn Co.,Ltd is a limited company registered in Thailand with a paid-up capital of Baht 2,200,000,000 representing 22,000,000 shares,par value at Baht 100 per share. The Shareholders are Dusit Thani Public Companay Limited and Siam Sindhorn Co.,Ltd. which hold 50% each. The Board of Directors of Dusit Sindhorn Co.,Ltd.are as follows: Dr. Chirayu Isarangkun Na Ayuthaya Chairman Dr. Olarn Chaipravat Director Mr.Amorn Asvanunt Director Mr.Anant Asvabhokhin Director Khunying Chanut Piyaoui Director Pol.Lt.Chatrachai Bunya-Anata Director Mr.Chanin Donavanik Director Dusit Sindhorn Co.,Ltd. owns 100% of Dusit Beteiligungs GmbH, which is registered in the Federal Republic of Germany with a paid-up capital of DM 120,050,000. Dusit Beteiligungs GmbH holds an 83.27% interest in Kempinski AG which is registered on Stock Exchange of Berlin,Germany with a paid up capital of DM 13,750,000. Kempinski AG operates in the hotel business and owns three hotels in Germany, while managing a further 24 hotels in Europe,the Americas and Asia. Size of Disposal The Seller will receive the proceeds within March 1998. The Buyer will pay the consideration in full at one time. According to the three criteria as follows ; Asset Criterion = 12.40% , Net Profit Criterion = 9% , Compensation Criterion = 20.73% ,base on Consolidated Financial Statements of Dusit Thani Public Company Limited and Dusit Sindhorn Co.,Ltd., as of September 30,1997 , the size of the disposal exceeds 15% but does not exceed 50%. Therefore, the company must make a public announcement in the newspapers, which will take place on Tuesday, February 24,1998. The Value of the Disposed Assets Total tangible net book value of Dusit Sindhorn Co.,Ltd. as of September 30,1997 was Baht 502,587,233.84, or Baht 22.84 per share. Compensation Criterion The total tangible net book value of Dusit Sindhorn Co.,Ltd.,as of September 30,1997, was Baht 502,587,233.84 or Baht 22.84 per share. The portion attribute to Dusit Thani Public Company Limited was Baht 251,293,616.92 which compares against a total investment of Baht 1,100,000,000, excluding carrying cost. The Board of Directors considered that the price which Siam Sindhorn Co.,Ltd. offered was fair and passed the resolution to dispose of the shares at the price indicated above. Moreover, Dusit Thani Public Company Limited has requested a provision that Siam Sindhorn Co.,Ltd. will share with Dusit Thani Public Company Limited some part of their profit from selling these shares to any third party, if such sale occurs within 1-2 years from the date of signing of the sale and purchase agreement with Dusit Thani Public Company Limited. Planned Use of Proceeds Dusit Thani Public Company Limited will use the proceeds from the sale for the settlement of its outstanding loan in the amount of US$ 19,100,000, approximately equivalent to Baht 920,400,000.This loan had been used to finance the investment in Dusit Sindhorn Co.,Ltd. and Philippine Hoteliers, Inc. In addition to, the remainder will be used for the support of subsidiary companies. The details for this plan will be reported later. Operating Performance Excluding Investment in Dusit Sindhorn Co.,Ltd. Net Profit(Including Equity from Dusit Sindhorn Co.,Ltd.) Baht (662,020,000) Net Profit(Excluding Equity from Dusit Sindhorn Co.,Ltd.) Baht (588,080,000) Benefits from the Disposal Following the disposal, Dusit Thani Public Company Limited will have more liquidity as well as additional funds to repay outstanding loans. This transaction will help to specify the company's strategy to expand only the number of hotels under management, both domestically and overseas. In addition, the disposal of the shares in Dusit Sindhorn Co.,Ltd. is expected to enhance significantly Dusit Thani Public Company Limited's net income in the next several years.