SET Announcements

(English Translation) Ref. SS./ 1728 /2005 21 December 2005 Subject : Report the resolutions to invest by setting up a new subsidiary and granting a financial assistance to a subsidiary To : President The Stock Exchange of Thailand The board of directors of Sansiri Public Company Limited ("Sansiri") in meeting # 7/2005 held on 21 December 2005 has passed the following resolutions: Item 1. To approve the investment by setting up a subsidiary wholly own 100% of its registered capital by Sansiri, the details of which are as follows: 1. Name of the Company : Red Lotus Properties Limited 2. Type of Business : Real Estate Development 3. Objective of the investment : To be Sansiri's subsidiary, which will be focused on real estate business in the future 4. Registered Capital : 1 million baht by divided into 100,000 ordinary shares at the par value of 10 baht Paid-up Capital : 1 million baht 5. The number of shares to be invested by Plus and the proportion : 100,000 ordinary shares, equivalent to 100% of the registered capital of Red Lotus Properties Limited 6. Board of Directors of Red Lotus Properties Limited : (1) Mr. Apichart Chutrakul (2) Mr. Srettha Thavisin (3) Mr. Wanchak Buranasiri (4) Mr. Thalin Aeimtitiwat (5) Mr. Nopporn Boonthanom (6) Mr. Uthai Uthaisangsuk (7) Mr. Steven Mark Willoughby 7. Criteria in calculating the amount of compensation : Par value 8. The total value of the Consideration : Investment at the par value of the new company, which is the fair and reasonable price 9. The sources of funds : Sansiri's Working Capital 10.The return on investment : Dividend 11.The general characteristic : The entry into the transaction by the Company and the transaction size does not fall 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. 12.Other : Red Lotus Properties Limited would be registered set up as a company within 31 January 2006 Item 2. To approve a transaction where Plus Property Partners Co., Ltd. or Plus (a subsidiary wholly own 100% of its registered capital by Sansiri) grants a financial assistance to Plus Property Venture Co., Ltd. or PPV. It is a subsidiary in which Plus holds 51% of its registered capital (a company in which Sansiri indirectly holds shares) the details of which are as follows: 1. The date on which the transaction occurred : within 30 December 2005 2. The parties involved Name Relationship with the listed company Plus Property Partners It is a subsidiary wholly own 100% Co., Ltd. ("Plus") 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 : It is a transaction where Plus gives a financial assistance by guarantee PPV against its liabilities based on the ratio it has an interest therein which equal to 51% and no connected person is a shareholder. 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 project financing loans between PPV and Siam Commercial Bank Public Company Limited, i.e.Town House Project - Chinnakhet.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 (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 Chinnakhet Project is 69,870,000.- baht. After the combination of transactions taking place prior to the day to enter into this transaction (i.e. the transactions made by Plus to guarantee PPV against its liabilities for the 3 projects of PPV in the amount of 188,955,000.- baht), the total value which Plus guarantee to PPV until now are 258,825,000.- baht or equivalent to 3.45 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