SET Announcements

Plan to Privately Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Sansiri Public Company Limited and its Subsidiaries # 4 (ESOP # 4) This private issuance and offering of the ordinary share-purchase warrants to the directors and/or employees of Sansiri Public Company Limited and its subsidiaries was in compliance with the SEC announcement No. Gor. Jor. 36/2544 dated October 19, 2001 regarding Offering Newly-Securities to the Directors or the Employees, the details of which were as follows:- 1. Purposes and Necessity 1.1 To have the directors and employees participate in the Company as owners; 1.2 To improve the work morale and to stimulate the best performance of employees and to encourage them to perform their best effort for the benefit of the Company. 1.3 To be an incentive for the employees, who have capacity and perform their best, to work with the Company in the long term. 2. Details of the Warrant 2.1 Type of Warrant : Ordinary share-purchase warrant specified name of the holder, non transferable, except under the conditions provided herein. 2.2 Number of Warrants to Be Issued and Allotted : 29,350,000units 2.3 Par Value Per Unit: Baht-0- 2.4 Offering Price : Baht-0- 2.5 Type of Allotment : Allotted to the directors and the employees of the Company and its subsidiaries 2.6 Exercise Ratio : 1 unit per 1 ordinary share 2.7 Exercising Price : Baht 6.- 2.8 Maturity : 5 years from the closing date of the each subscription period 2.9 Number of Shares Issued and Reserved for Exercising Right of Warrant : 29,350,000 shares 2.10 Secondary Market : The ordinary share-purchase warrant issued pursuant to this Plan are specified the names of the holders and non- transferable, therefore only ordinary shares issued as a result of the exercising right of the warrants will be listed in the Stock Exchange of Thailand 3. The Names of the Directors Being Entitled to Purchase Warrants Under this Plan and the Name of the Employees Being Entitled to Purchase Warrants More than 5% of the Total Issues Under This Plan and the Number of Warrants to Be Issued to Each of Them The Chief Executive Officer and the President will propose the name of directors who will be entitled to purchase the warrants issued under this plan and the name of the employees who will be entitled to purchase more than 5% of the total warrants issued under this plan, as well as, the number of warrants to be issued to each of them, to the Compensation Committee for approval in accordance with the relevant SEC regulation. In this regard, the Company will disclose the name of all directors who will be entitled to purchase the warrants, the number of warrants to be issued to each of them, as well as the name of directors and employees who will be entitled to purchase more than 5% of the total warrants issued under this plan, including the summary of the opinion of the board of directors and the compensation committee as required by the relevant SEC regulations, to the SET on or before July 12, 2002 so as to disclose to general public. 4. The Affects to the Existing Shareholders by the Issuance of this Warrants 4.1 The shares' market price (price dilution) In the event that all of 29,350,000 units of warrants were exercised at the exercise price of Baht 6.- per unit, there will be no dilution effect of the market price.The calculation is made in the following manner: (MP EP) x A x 100 MP x B MP = Closing price of Company's shares on July 2, 2002 (Baht 6.-) EP = Exercise price of Warrants (Baht 6.-) A = Total units of Warrants (29,350,000 units) B = Total number of existing paid-up shares capital (280,031,678 shares) 5.2 The profit sharing or voting right of the existing shareholders (control dilution) In the event that all of 29,360,000 units of warrants were exercised while the total issued shares of the Company are 867,031,678 shares*, the affect to profit sharing or the voting right of the existing shareholders would be reduced by 3.27% of the previous profit sharing and voting right. *Remark: The number of total issued shares of the Company to be used for the calculation of the affect to profit or voting right of the existing shareholders is calculated on the assumption that the shareholders have resolved to approve the increase of registered capital of the Company and the issue and allotment of newly issued shares by way of private placement, totaling 571,500,000 shares in accordance with item 10 in the information disclosed to SET (on July 4, 2002). The number of total issued shares of the Company in the number of 867,031,678 shares are calculated from the following: (1) Current number of the issued and paid up shares (as of July 4, 2002) = 280, 031,678 shares (2) The number of shares to be issued to the person designated by Starwood Thailand Corporation in accordance with Subscription Agreement dated March 3, 1999 = 15,500,000 shares (3) The number of shares to be issued by way of private placement pursuant to the board of directors resolution to increase the registered capital of the Company = 571,500,000 shares However, the said number of total issued shares of the Company may change if the investors do not subscribed the number of shares being allotted to them in accordance with the resolution of shareholders' meeting. In such case, the Company will re-calculate the number of warrants to be issued under this Plan in accordance with the change of the number of shares issued. 5. Rules, Conditions and Procedures of the Offering 5.1 Principle of Allocation The Chief Executive Officer and the President of the Company will jointly set the criteria for the allotment and select the employees who will be eligible to be allotted based on their ranking, years of services and potential contribution to the Company. 5.2 Offering Procedures The allotment of these warrants will be made after the SEC's approval has been obtained, provided that the number of the directors and employees to be offered within 12 months period will not be more than 35 persons. 5.3 Conditions for the Exercising the Right of the Warrant (a) In the event that the employee resigns or ceases to be the employee of the Company or its subsidiaries, he (she) may be able to exercise his (her) right of the warrant held by him (her) in whole or in part for only one time on any Exercising Date within 1 month from the date of the cessation of the employment, after the end of the said period, all the remaining un-exercised warrants will be cancelled Except the cessation of the employment causing by the misconduct of the employee of which all the un- exercised warrant on the date of cessation will be cancelled. (b) The warrant issued under the Plan and the right thereof cannot be exercised by or transferred or assigned to any person other than the person whose name stated in the warrant certificate, except that person is dead, or deemed to be dead under the law, or incompetent and unable to conduct their own business, or any other events which Chief Executive Officer and President may see fit. If the said incident is occurred, the beneficiary(s) appointed by the warrant holder in writing will be able to exercise the right under that warrant certificate instead of the said warrant holder. 6. Financial Assistance Given to the Directors and the Employees - N.A. - 7. The Right of the Ordinary Shares Issued and Reserved for the Exercising of the Warrants The status and the right of ordinary shares issued and reserved for exercising of the right of the warrant issued under this plan will be the same as the existing ordinary shares of the Company and will be entitled to receive the dividend when paid. 8. Veto right of shareholders The issuance and allotment of the warrant has to be approved by the vote of not less than three quarters (3/4) of the voting rights of shareholders who attend the Meeting provided that there is no objection by the shareholders holding shares at least 10% of paid-up shares capital of the Company. 9. Other conditions The Chief Executive Officer and the President or any other person(s) designated by the Chief Executive Officer and the President shall be responsible for filing any request for approval with the relevant or competent authority as well as an authority to do all things as necessary to accomplish it. Moreover, they also have the power to determine, add and/or amend any other related principles or terms and conditions, including the details for such offering for sale of the aforesaid Warrants, the reasons for issuing newly shares as a result of change of the exercise price of such Warrants and/or the exercise ratio as may be deemed appropriate, all of which subject to the relevant laws, rules and regulations. **************************** Enclosure (3) ESOP#3 : SANSIRI PUBLIC COMPANY LIMITED Enclosure (3)