SET Announcements

(Translation) Ref. SS./ 1432 /2005 14 November 2005 Subject : Report the resolutions to re-appoint Audit Committee, change the shareholding structure in a subsidiary and approve a transaction to offer financial assistance to a subsidiary To : President The Stock Exchange of Thailand Enclosure : Form for Report on Names of Members and Scope of Performance of the Audit Committee (F 24-3) The board of directors of Sansiri Public Company Limited ("the Company" or "Sansiri") in meeting # 6/2005 held on 14 November 2005 has passed the following resolutions: Item 1. To approve the re-appointment of the Audit Committee who retired at the expiration of their terms as the following details: 1.Names of members of the Audit Committee are as follows: Chairman of the Audit Committee - Mr.Kovit Poshyananda Member of the Audit Committee - Mr.Visarl Chowchuvech Member of the Audit Committee - Ms.Chitra Srisakorn Member of the Audit Committee - Mr.Dnuja Sindhvananda Secretary to the Audit Committee - Mr.Thalin Aeimtitiwat 2.The Audit Committee of the Company has the scope of duties and responsibilities, and reports to the Company's board of directors as follows: (1) To review the sufficiency, credibility and objectivity of the financial reporting by coordinating with the external auditors and management who is responsible for preparing the quarterly and yearly financial reports. (2) To review the adequacy and effectiveness of internal control systems and internal audit functions by coordinating with the external auditors and internal auditors (if any). (3) To review the Company's compliance with the Securities and Exchange Acts, Regulations of the SET, and any other relevant laws. (4) To consider and advise the appointment of the external auditors including the audit fee. (5) To consider the disclosure of information with respect to all connected transaction or the transaction which may involve a conflict of Interests to ensure that they are adequate and complete. (6) To perform any other matters as assigned to it by the board of directors. (7) To report the activities of the audit committee in the company's annual report. 3. Terms for holding office: 3.1 Chairman of the Audit Committee - 3 years 3.2 Members of the Audit Committee - 3 years (Including the additional appointment to and removal from the Audit Committee) Furthermore, the members of the Audit Committee who retire by the expiration of the appointment term may be re-elected for another term, if the board of directors or the shareholders' meeting deem appropriate. In case there are any vacancies occurring on the Audit Committee for any reason other than the expiration of the term of the appointment, the board of directors may appoint a qualified person pursuant to the Stock Exchange of Thailand's regulations to fill the vacant member for the remaining terms of services of such member.In this regards, the Company hereby certifies that the aforementioned members meet all the qualifications prescribed by the Stock Exchange of Thailand. Enclosed herewith, the Company has submitted the Form for Report on Names of Members and Scope of Performance of the Audit Committee (F 24-3) as per detail in the Enclosure. Item 2. To approve the changing of the shareholding structure by disposing the investment in Sansiri Land Limited (a subsidiary in which Sansiri holds 100% of its registered capital) by transferring all shares held by Sansiri to Plus Property Partners Co., Ltd. (a subsidiary in which Sansiri holds 100% of its registered capital, the details of which are as follows: 1.The date on which the transaction occurred : 15 November 2005 2.The parties involved - Buyer : Plus Property Partners Co., Ltd. - Seller : Sansiri Public Company Limited - Relationship with the listed company : a subsidiary in which Sansiri holds 100% of its registered capital 3.The general characteristic of the Transaction : Changing of the shareholding structure in Sansiri's subsidiary by disposing the investment in Sansiri Land Limited, in which Sansiri holds 100% of its registered capital, to Plus Property Partners Co., Ltd. (a subsidiary in which Sansiri holds 100% of its registered capital) After the said disposition of investment, Sansiri Land Limited will remain as a subsidiary of Sansiri, as Sansiri indirectly holds 100% of its shares through its 100% owned subsidiary, Plus. 4.The details of the investment disposed of 4.1 Securities (Ordinary shares) - The company name : Sansiri Land Limited - The nature of business : Real Estate Development - Registered capital : 1 million baht - Paid-up capital : 1 million baht - Number of shares disposed of : 100,000 shares - Selling price per share : 10.-baht 4.2 Shareholding structure - Proportion of share holding before : 100% of the registered capital - Proportion of share holding after : 100% of the registered capital (It is a subsidiary wholly own 100% of its registered capital by Plus in which Sansiri indirectly holds shares.) 5.The total value of the consideration : 1 million baht 6.The basis used to determine the value of consideration : Par value 7.The reason for the disposal of the shares : To be under the management of Plus 8.The proposed utilization of the proceeds received : For working capital Item 3.To approve a connected transaction where Plus Property Partners Co., Ltd. or Plus (a subsidiary in which Sansiri holds 100% of its registered capital) offer financial assistance to a connected person as follows: 1.The date on which the transaction occurred : 15 November 2005 2.The parties involved Name Relationship with the listed company Plus Property Partners Co., Ltd. ("Plus") It is a subsidiary wholly own 100% of its registered capital by Sansiri Plus Property Venture Co., Ltd. ("PPV") It is a subsidiary in which Plus holds 51% of its registered capital (a company in which Sansiri indirectly holds shares) 3.The general characteristic of the Transaction : offer financial assistance 4.Details of the transaction - Nature of financial assistance : Plus agrees to guarantee PPV against its liabilities with Siam Commercial Bank Public Company Limited under the 3 projects financing loans between PPV and Siam Commercial Bank Public Company Limited, i.e. (1) Town Home Project, located at Soi La Salle (2) Condominium Project, located at Soi Ladprao 15 (3) Condominium Project, located at Soi Ladprao 18 This guaranty is jointly given by Plus and the other 49% shareholder in PPV. In this regard, Plus guarantees in the amount equal to 51% of the total loan amount of each project (the other shareholder guarantees for the rest 49%) It is therefore categorized as the transaction which Plus gives a financial assistance based on the ratio it has an interest therein according to business conditions in general. - Total value of the assistance : Total value of guarantee for 3 projects are 188,955,000.- baht or equivalent to 2.52 of net tangible asset value (calculated from the net tangible asset value of 7,501,967,000.-baht based on the reviewed financial statement as of 30 September 2005) - The nature and extent of the interest: As a shareholder of PPV, Plus has nominated its directors as directors in PPV. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President