SET Announcements

(Translation) Ref. No. SS./ 1347 / 2005 19 October 2005 Subject : Notification of the investment by setting up a subsidiary (a company in which Sansiri indirectly holds shares) To : President The Stock Exchange of Thailand The board of directors' meeting # 5/2005 of Sansiri Public Company Limited ("Sansiri") held on 4 October 2005 and the board of directors' meeting # 10/2005 of Plus Property Partners Co., Ltd. ("Plus"), held on 11 October 2005 has passed the resolution that Plus, a subsidiary wholly own 100% of its registered capital by Sansiri, to invest by setting up a subsidiary company which Plus holds shares in the proportion of 51% of its registered capital (a company in which Sansiri indirectly holds shares). Therefore, Sansiri would like to report the information to the SET concerning the investment by setting up the said subsidiary, the details of which are as follows: 1.Name of the Company : Plus Property Venture Co., Ltd. 2.Type of Business : Real Estate Development 3.Objective of the investment : To be Plus's subsidiary, which will invest in the real estate development projects which will be further agreed with the investors. 4.Registered Capital : 10 million baht by divided into 1 million ordinary shares at the par value of 10 baht Paid-up Capital : 10 million baht 5.The number of shares to be invested by Plus and the proportion : 510,000 ordinary shares, equivalent to 51% of the registered capital of Plus Property Venture Co., Ltd. 6.The shareholding structure : Name of the shareholders Proportion of shareholding (1) Plus Property Partners Co., Ltd. 51 % (2) J&W Development Co., Ltd. 22 % (3) Mrs. Chitraporn Tangsuwan 22 % (4) Mr. Somchai Sirivichayakul 4 % (5) Mr. Pradit Sintavanarong 1 % Total 100 % There are no relationship among Sansiri, Plus and the shareholders in the no. (2) to (5) abovementioned. 7.Board of Directors of Plus Property Venture Co., Ltd. : (1) Mr.Mayta Chanchamcharat (2) Mr.Piyabutr Lertdumrikarn (3) Mrs.Chitraporn Tangsuwan (4) Mr.Somchai Sirivichayakul 8.Criteria in calculating the amount of compensation : Par value 9.The total value of the Consideration : Investment at the par value of the new company, which is the fair and reasonable price 10.The sources of funds : Plus's Working Capital 11.The return on investment : Dividend 12.Other : At the same time, Plus agrees to give a revolving term loan in the amount of 96.39 million baht which equal to 51% of the totaling loan (Shareholders Loan) of 189 million baht, with an interest at the average Minimum Lending Rate (MLR) of the commercial banks registered in Thailand according to the data of the interest lending rates as at the last working day of every calendar month which will be calculated and published by the Bank of Thailand ("the average MLR") per annum. The loan will be repaid in full within 36 months from the drawdown date. The repayment schedule will be in accordance with the cash flow surplus from the operation. The source of fund for this revolving term loan come from Plus's working capital and investment from Sansiri. The cost of source of fund is saving deposit rate. 13.The general characteristics of the transaction : (1)The entry into the transaction by Plus (the investment of setting up a subsidiary) and its transaction size are not fell within any jurisdiction of the notification of the SET Re: Rule, Procedures and Disclosure of Connected Transaction of Listed Companies and Re: Rule, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Asset of Listed Companies. (2)The entry into the transaction by Plus (give a revolving term loan) is a transaction where Plus offer financial assistance to Plus Property Venture Co., Ltd. in proportion of 51% based on the ratio it has an interest therein according to business conditions in general within the notification of the SET Re: Rule, Procedures and Disclosure of Connected Transaction of Listed Companies. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President