SET Announcements

Enclosure 1 Capital Increase Report Form Sansiri Public Company Limited 4 December 2006 We, Sansiri Public Company Limited, hereby report of the resolution of the Board of Directors in the Meeting no. 10/2006, held on 4 December 2006 from 15.00 hrs. to 16.00 hrs. in respect of a capital increase / share allotment as follows : 1. Capital Increase The Board of Directors Meeting passed the resolution approving the increase of The Company's registered capital from Baht 6,628,246,421.68 to Baht 19,238,471,822.56 by means of the issuance of 2,946,314,346 new ordinary shares with a par value of 4.28 Baht each, totaling Baht 12,610,225,400.88. 2. Allotment of New Shares The Board of Directors Meeting passed the resolution approving the allotment of 2,946,314,346 ordinary shares with par value of 4.28 Baht each, totaling Baht 12,610,225,400.88. The details of which are as follows: 2.1 Allotment of new shares : Allotted to: Number Ratio Sale Price Subscription Note (Existing: Per Share and Payment New) (Baht) Period 1. to issue Authorized the the Sale and offer to Board of Directors Price is private to determined, equivalent placement 1,473,000,000 - 4.28 please see the to the Note (1) Company's par value of share and is not less than the market price, please see note (2) 2. to be 1,473,314,346 At the 4.28 please see the please see reserved exercise Note (3) the Note (3) for the ratio of and (4) exercise 1:1 of Warrants of the Company to be offered to the existing shareholders at the ratio of 2 existing shares to 1 unit of Warrant. Note (1) In case there are any shares remaining unsubscribed from the private placement's offering as mentioned in item 1, the table above, the Board of Directors shall propose to the next shareholders' meeting to cancel or re-allocate them in accordance with the resolution of such shareholders' meeting. (2) The market prices, at Baht 4.08 per share as mentioned above calculate from the weighted average price of the Company shares traded in the Stock Exchange of Thailand during the 7 consecutive business days before the Board of Directors have the resolution in relation to the allocation, the selling price and the offer of the shares (during 23 November 2006 to 1 December 2006). (3) The Board of Directors will determine the offering date of Warrants after the Company obtains the approval of the SEC. The Company will file the application to SEC approval after the offering of shares to the private placement in item 1, the table above, and the registration of the paid up capital of the Company have been completed. The Warrants will be allocated to the existing shareholders at the ratio of 2 existing shares to 1 unit of Warrant and offered for sale at Baht 0. The exercise price of Warrants is at Baht 4.28 per share. (4) The amount of the Warrants issued and offered to the existing shareholders and the amount of shares allocated as the reserve for the exercise of warrants may be decreased, if the amounts of 1,473,000,000 shares being offered in the private placement as prescribed in item 1 of the above table are not fully subscribed. Therefore, the Board of Directors shall have the power to adjust and decrease the amount of Warrants to be equivalent to the amount of Warrants to be allocated to the existing shareholders at the ratio of 2 existing shares to 1 unit of Warrant and adjust and decrease the amount of shares reserved for the exercise of Warrants to be in line with the amount of warrants that are decreased as mentioned above. 2.2. The company's plan in case where there is a fraction of shares remaining No a fraction of shares remaining in this transaction. 2.3. The number of shares remaining from the allotment -None- 3. Schedule for Shareholders Meeting to Approve the Capital Increase / Allotment The extraordinary meeting of shareholders No.1/2007 is scheduled to be held on January 18, 2007 (the time and the venue will be informed later). The share register book will be closed for share transfer in order to determine the right to attend this meeting from 29 December 2006, until the meeting has adjourned. 4. Approval of the capital increase / share allotment by relevant governmental agency and conditions thereto ( if any ) The shares allotment in the private placement pursuant to the notification of the SEC no. Gor Jor 12/2543, is not required to seek approvals from any governmental authorities since it is deemed to have been already approved by the SEC. After the completion of offering and receiving of the paid up of the increased shares including the exercise of Warrants, the Company will register the paid up capital with the Business Development Department, Ministry of Commerce. After that, the Company will filling the application to request a permission from the Stock Exchange of Thailand to list the new ordinary shares as the listed securities and further trade in the Stock Exchange of Thailand. However, in this issuance and offer for sale of new ordinary shares in the private placement, Mr. Srettha Thavisin and/or the company whose over 75% of its registered capital is held by Mr. Srettha Thavisin ("Mr. Srettha Thavisin Group") has actual interest and expresses his intention to purchase those new ordinary shares in the number of shares which will not cause the percentage of his shareholding (inclusive of those held by his relating persons) in the Company being exceeding 24.91% of the total paid up share capital of the Company after the completion of the sale and allotment of the new ordinary shares in item 1, the table in Clause 2.1 above or equivalent to 734,092,284 shares if there is no shares remaining unsubscribed in such shares offering (on the date of the Board of Directors' Meeting, Mr. Srettha Thavisin and his relating persons hold shares in the Company in the number of 8,192,284 shares). In such case, the Board of Directors had a comment that if in the allotment of new ordinary shares as determined in item 1., the table in Clause 2.1 above, the Company allotted the shares to Mr. Srettha Thavisin Group, it would be considered as a connected transaction in accordance with the notification of the Stock Exchange of Thailand regarding Information Disclosure and Practice of Listed Companies for Connected Transactions B.E. 2546, therefore the Company is required to disclose the transaction to the Stock Exchange of Thailand and enter into the transaction on the conditions that this transaction will be approved by the shareholders' meeting with the affirmative votes not less than three-fourths of the total votes of the shareholders or proxies of the shareholders (if any), who attend, have the voting rights and are present at the meeting, excluding the vote of other shareholders whose interest are conflict with the Company's in this transaction. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 to be use for the working capital for improving the financial liquidation and adjustment of financial status of the Company and their subsidiaries. 5.2 to reserve for the investment of properties development operated by the Company at the present, i.e. houses for sale, Condominiums for sale, apartment and the assets management. 5.3 to reserve for the expansion of investment in properties development businesses that are relevant to the businesses of the Company at present, i.e. hotel and other relevant services. 6. Benefits which the Company and the Shareholders will receive from the capital increase / share allotment The Company will earn more strength and stability, and generate some income gained from the investment and services provided in many properties development projects and other relevant projects. 7. Benefits which the shareholders will receive from the capital increase/ share allotment 7.1 Dividend Policy It is expected that if the Company has not any necessary matters, the Board of Directors has the policy to propose the shareholders' meeting to pay the dividend in each year. The Company has a dividend policy of 50% of the Company's net profit from the normal operation after reduction of tax. 7.2 The person who subscribes the shares will be entitled to obtain the dividend from operation result of year 2007 or the year following the year that the Company allocates the shares for subscription. However the right of the shareholders is subject to the laws and any obligations of the Company. 8. Other details necessary for shareholders to approve the capital increase / share allotment . -None- 9. Schedule of action where the board of directors of the company passed a resolution approving the capital increase or allotment of new shares. 9.1 Board of Directors no. 10/2006 Date - December 4, 2006 9.2 Closing Date of Share Register Book in order to determine the right to participate in the Extraordinary Meeting of Shareholders no. 1/2006 - December 29, 2006 9.3 Extraordinary Meeting of Shareholders Date - January 18, 2007 9.4 The registration Date - Within 14 days from the Extraordinary Shareholders Meeting Date 9.5 The issuance and offering of Warrants date - Determined after the obtaining the approval from the SEC The Company hereby certifies that the information contained in this report form is true and complete in all aspects. Signature ...............................Company's Authorized Director ( Mr. Wanchak Buranasiri) Signature ...............................Company's Authorized Director (Mr. Nopporn Boonthanom)