Shareholding and Debt Restructuring

Translation 8 October 2004 Subject:Shareholding and Debt Restructuring Attention: Directors and Manager of The Stock Exchange of Thailand 1. Shareholding of Korat Thani Co.,Ltd. According to the extra ordinay Shareholders' meeting no. 1/2003 on October 9, 2003 of Royal Princess Plc., a subsidiary of Dusit Thani Plc. holding a 79.65% share through Dusit Thani International Co.,Ltd., a resolution was passed to sell its investment of 1,140,000 shares in Korat Thani Co.,Ltd. to Dusit Thani International Co.,Ltd. and on June 30, 2004 the Company has already sold 1,020,000 shares or 68%. Subsequently, on August 24, 2004 the Company sold a further 120,000 shares, bringing a total to 1,140,000 shares or 76%, the remaining of which are held by minor shareholders outside the company. The Board of Directors of Dusit Thani Plc. and Dusit Thani International Co.,Ltd. therefore passed the resolution for Dusit Thani International Co., Ltd. to buy 360,000 shares in Korat Thani Co.,Ltd. from the minor shareholders in order to fully management control of Korat Thani Co.,Ltd. As of September 8, 2004 Dusit Thani International Co.,Ltd. holds 1,499,994 shares or 99.999% in Korat Thani Co.,Ltd. 2. Debt Restructuring with NFS Asset Management Co., Ltd. Since Korat Thani Co.,Ltd. is capital deficient and carries a large debt, and is not capable of paying debts to NFS Asset Management Co., Ltd., the creditor has filed charges. Currently, the case is under the court's consideration. Simultaneously, there have been several debt restructuring discussions with NFS Asset Management Co., Ltd. The ordinary shareholders' meeting no. 12/2004 of Royal Princess Plc. held on April 30, 2004, had approved Royal Princess Plc. who is guarantor to preceed with debt restructuring of Korat Thani Co.,Ltd. and at Korat Thani Co.,Ltd. extra-ordinary shareholders' meeting no. 1/2004 on September 24, 2004 had approved Korat Thani Co.,Ltd. to sign the debt restructuring contract with NFS Asset Management Co., Ltd. On September 27, 2004, Korat Thani Co.,Ltd., as debtor and Royal Princess Plc. as guarantor had signed the debt restructuring contract with NFS Asset Management Co., Ltd., the creditor, by calculating the amount of accrued debt as of September 26, 2004 totaling Baht 766.6 million. Royal Princess Plc., as guarantor, has paid debt on behalf of Korat Thani Co.,Ltd. in the amount of Baht 325 million, Baht 159.2 million allotted to accrued interest expense and Baht 165.8 million allotted to some accrued principle expense. Subsequently, Royal Princess Plc. took over as other creditor and NFS Asset Management Co., Ltd. released all guarantor obligations for Royal Princess Plc. and released some debt for Korat Thani Co.,Ltd. Remaining debt at Korat Thani Co.,Ltd. owed to NFS Asset Management Co., Ltd. is Baht 188.7 million of which NFS Asset Management Co., Ltd. will charge interest at 5.75% per annum and the said debt must be paid within 30 days commencing from September 27, 2004. Results of this debt restructuring enables Royal Princess Plc. and Korat Thani Co.,Ltd. to convert the released debt of Baht 260.8 million into revenue, resulting in better financial statements for both companies.