SET Announcements

(Translation) 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 # 5 (ESOP # 5) 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 Issued 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 : 52,820,000 units * 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 Per Unit : Baht 5.- 2.8 Maturity : 5 years from the closing date of the subscription period 2.9 Number of Shares Issued and Reserved for Exercising Right of Warrant : 52,820,000 shares* 2.10 The adjustment of right : The Company will adjust or change the exercise ratio and price of the warrants in accordance with the formula to be prescribed further, in the following event, increase capital by issuing new ordinary share and/or any securities that can convert into ordinary share by way of right issue and/or public offering; and/or issuing stock dividend; and/or split or combine the par value per share. In this regard, the Chief Executive Officer and the President are authorized to determine the condition as well as other relating details in accordance with relating law and regulation as appropriate. 2.11 Exercise Period : The warrant holder is entitled to exercise the warrant to purchase ordinary shares on any exercise date during 5 years from the closing date of the subscription period 2.12 Exercise Date : Except during the temporary exercise prohibited period which will be prescribed from time to time by the Chief Executive Officer and the President and any designated persons, the warrant holder shall be entitled to exercise the warrant to purchase ordinary shares on the last working day every calendar month during 9.00 Hours to 16.00 Hours, commencing from the first month that be entitled to exercise the warrants. 2.13 Secondary Market : The ordinary share-purchase warrant issued pursuant to this Plan are specified the names of the holders and non- transferable, except the transfers approved by Chief Executive Officer and President of the Company. Therefore, only ordinary shares issued as a result of the exercising right of the warrants will be listed in the Stock Exchange of Thailand * Remark: The number of warrants issued and allotted and the number of newly ordinary shares reserved for the said adjustment of the exercing right of warrant will be reduced if the total number of shares being issued and offered as a right offering, totaling 589,218,474 shares are not fully subscribed. Therefore, the Chief Executive Officer and the President or any other person(s) designated by the Chief Executive Officer and the President are authorized to adjust the number of the warrants and the shares reserved for the exercising right of the warrant so that they will not be exceed 5% of the total paid-up shares capital of the Company at the submission of this Plan for SEC's approval. 3. The names of the directors being entitled to purchase warrants under this plan and the number of warrants to be issued to each of them No. Names Number of warrants Percentage of total warrants issued 1 Mr. Kovit Poshyananda 1,000,000 1.89 2 Mr. Chittin Sibunruang 800,000 1.51 3 Mr. Vasant Chatikavanij 800,000 1.51 4 Mr. Visarl Chowchuvech 800,000 1.51 5 Ms. Chittra Srisakorn 800,000 1.51 6 Mr. Apichart Chutrakul 2,600,000 4.92 7 Mr. Srettha Thavisin 2,600,000 4.92 8 Mr. Wanchak Buranasiri 2,600,000 4.92 9 Mr. Thalin Aeimtitiwat 1,500,000 2.83 10 Mr. Yongyutt Chaipromprasit 1,350,000 2.55 11 Mr. Nopporn Boonthanom 1,350,000 2.55 12 Mr. Piyabutr Lertdumrikarn 1,200,000 2.27 (Director of the subsidiary) Total 17,400,000 32.94 4. The names of the employees being entitled to purchase warrants more than 5% of the total warrants issued under this plan and the number of warrants to be issued to each of them -none- 5. The Affects to the Existing Shareholders by the Issuance of this Warrants 5.1 The shares' market price (price dilution) In the event that all of 52,820,000 units of warrants were exercised at the exercise price of Baht 5.- per unit, there will be dilution effect of the market price at 4.01%. 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 October 9, 2003 ( Price Baht 15.20.-) EP = Exercise price of Warrants (Baht 5.-) A = Total units of Warrants (52,820,000 units) B = Total number of existing paid-up shares capital (883,827,711 shares) 5.2 The Affects to The profit sharing or voting right of the existing shareholders (control dilution) In the event that all of 52,820,000 units of warrants were exercised while the total issued shares of the Company are 1,473,046,185 shares*, the affect to profit sharing or the voting right of the existing shareholders would be reduced by 3.59 % of the previous profit sharing and voting right. *Remark: The number of total issued shares of the Company used for the calculation of the control dilution is calculated based on the assumption that the shareholders in the extraordinary meeting of shareholders no. 1/2003 to be held on November 17, 2003 have resolved to approve the increase of registered capital of the Company and the issue and allotment of newly issued shares by way of right offering, totaling 589,218,474 shares, and such shares are fully subscribed and paid up. 6. Rules, Conditions and Procedures of the Offering 6.1 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. 6.2 Offering Procedures The allotment of these warrants to the directors and employees of the Company and its subsidiaries will be made after the Company has issued and allotted the 589,218,474 newly issued shares, by way of right offering pursuant to the resolution of the extraordinary meeting of shareholders no. 1/2003 to be held on November 17, 2003, and they are all fully subscribed; and the relating SEC's approval has been obtained and/or SEC filing submission has been made. The total number of shares reserved for exercising the warrant issued this time, 52,820,000 shares, including the number of shares issued and/or reserved for exercising the warrant formerly issued to the directors and employees of the Company and its subsidiaries during previous 5 years period and other relating securities in accordance with the provision of the SEC Announcement No. Gor. Jor. 36/2544 regarding Offering Newly Issued Securities to the Directors or the Employees, will not be more than 5% of the total paid-up shares capital of the Company. At the date of Submission for approval, the Company will have a paid up registered share capital in the number of 1,473,046,185 shares. The calculation is made in the following manner: Descriptions of the Items Number of Shares (1) The number of shares reserved of exercising right of the warrants issued this time. 52,820,000 shares (2) The number of shares reserved of exercising right of the warrants issued to the 12,907,275 shares Directors and Employees during the previous 5 years period prior to the (Dividing into the shares submission of this Plan. issued and/or reserved for each ESOPs as follows: Whereas, the Number of shares which are counted in accordance with the ESOP#1 3,486,875 shares preceding paragraph are those issued at the price at the discount to the market ESOP#2 8,553,400 shares price of the shares prior to the offering date. ESOP#3 641,100 shares (3) The number of shares issued and sold by way of right offering prior to the issuance 8,150,554 shares of the warrants under this Plan. (the details are as follows: The number of shares issued Whereas, the Number of shares which are counted in accordance with the as right offering to the shares preceding paragraph, were the shares which in the SEC's opinion, were issued issued under previous ESOPs directly or indirectly relating to the shares issued in (2) above. are 7,778,183 shares; and the number of shares reserved for adjustment of the exercising right of the previous ESOPs are 372,371 shares. Total 73,651,829 shares Percentage of the paid up shares capital as of the submission date. 4.99% 6.3 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, and/or the assignee(s) will be able to exercise the right under that warrant certificate instead of the said warrant holder. 7. Financial Assistance Given to the Directors and the Employees - N.A. - 8. 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. 9. 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 the voting rights of shareholders who attend the Meeting. 10. 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. ****************************