SET Announcements

Summary of Agreement to Terminate Subscription Agreement and Management and Promote Agreement Parties 1.Sansiri Public Company Limited ("Sansiri") 2.Starwood Thailand Corporation ("Starwood") 3.Breath Life Company Limited (the "New Investor") 4.Other parties in the Management and Promote Agreement (the "Relating Parties") Material Terms and Conditions 1.Subject to the fulfillment of the condition precedent that the New Investor and/or its delegates or affiliates subscribe for newly issued securities of Sansiri pursuant to the capital increase plan approved by its board of directors and within 7 business day from the registration of those newly issued securities, the specific asset to compensate for the termination of the agreements as agreed by Starwood and the New Investor is delivered to Starwood or its designated person ("Condition Precedent"), Starwood, Sansiri and the Relating Parties agree that the Subscription Agreement and the Management and Promote Agreement shall be terminated. 2.Until the fulfillment of the Condition Precedent, the Subscription Agreement and the Management and Promote Agreement shall remain in full force and effect in accordance with their terms. 3.Effective from the date of this Agreement, Starwood, upon written request from Sansiri, shall vote the shares issued by Sansiri which it owns or controls in such fashion and cause its representatives on the Board to vote, as may be necessary to ensure that: (i)the capital increase plan as approved by the board of directors of Sansiri is approved by shareholders of Sansiri; (ii)any shareholder or creditor approval and any regulatory approval required by law for the Capital Increase as approved by the board of directors of Sansiri is obtained; and (iii)warrants to be issued pursuant to, and in accordance with, the rules and regulations of the Securities and Exchange Commission of Thailand regarding the issuance and offering of newly issued securities to directors and employees, are approved for issue to the directors and employees of Sansiri such that the total number of such warrants on issue is maintained at the maximum number permitted by the said regulations. -2- 4.After the Capital Increase and the allotment of newly issued shares of Sansiri pursuant to the capital increase plan are approved by its board of directors, the New Investor and Sansiri agree to use their best efforts to deliver specific asset, to compensate for the termination of the agreements as agreed by Starwood and the New Investor, to Starwood within ninety (90) days from the date of this Agreement. (With respect to this specific issue, Sansiri would like to explain in order to clarify this condition as follows. On Sansiri's part, it means that Sansiri has to arrange for the meeting of its shareholders to approve the increase of capital and the allotment of newly issued to the New Investor and/or its delegates or affiliates in accordance with the capital increase plan approved by its board of directors which will depend on the shareholders' approval and it is beyond the control of both Sansiri and the New Investor. And the delivery of the asset to Starwood or its designated parties as a compensation for the termination of the agreements is undertaken by the New Investor and will be done after the completion of the allotment of the newly issued shares of Sansiri pursuant to the approved capital increase plan, which is beyond the control of Sansiri.) 5.This Agreement shall be in full force and effect as of the date of this Agreement and will expire on the ninetieth day following the date of this Agreement, if the Condition Precedent has not been met. Enlclosure (2)