SET Announcements

Enclosure 3. Sansiri Public Company Limited Information concerning Connected Transactions Possibly Arising out in Case the Management (Mr. Srettha Thavisin) and/or Other Relating Persons Invest in Capital-Increase Shares of the Company Offered in the Private Placement. The Board of Directors' Meeting of Sansiri Public Company Limited ("the Company") No. 10/2006 held on 4 December 2006 passed its resolutions to increase the registered capital of the Company and to allot the new ordinary shares offered for sale in the private placement. The Company's Management including any other persons connecting with the Company's Management as listed below, hereinafter referred as "Management", have interest in investing in such new ordinary shares offered in the private placement. Therefore, the aforesaid transaction shall be deemed as a connected transaction pursuant to the notification of the Stock Exchange of Thailand regarding Information Disclosure and Practice of Listed Companies for Connected Transactions B.E. 2546 ("Notification"). The Company would like to notify of information about connected transactions as described below: 1. Date, Month, and Year of Transaction The Company shall execute the transaction after the approval granted by the Shareholders' Extraordinary Meeting No. 1/2007 to be held on 18 January 2007. 2. Connected Parties, Relationship with the Company and Scope of Stakeholding of Connected Persons 2.1 Connected Parties Security Issuer : Sansiri Public Company Limited Security Investors : Management; Mr. Srettha Thavisin and/or the company whose over 75% of its registered capital is held by Mr. Srettha Thavisin, which will be incorporated after the shareholders' meeting passing the resolution for the shares allotment. 2.2 Relationship with the Company and Scope of Stakeholding of Connected Persons a. Mr. Srettha Thavisin officially holds office as the Director, President, and Executive Director of the Company (as per the definition of "Management" set forth in the Notification). b. The company whose over 75% of its shares is held by Srettha Thavisin (that will be incorporated after the the shareholders' meeting passing the resolution for shares allotment) is deemed to be a person relating to Mr. Srettha Thavisin (pursuant to Section 258 of the Securities and Exchange Act B.E. 2535). Persons as mentioned in a. and b. above are deemed connected persons in accordance with the Notification; hence, they are the persons whose interests are conflict with the Company in this transaction. These connected persons shall not have any right to vote in the shareholders' meeting for the agenda associated with the approval for this transaction. 3. General Characteristics of Transaction, Type and Size of Transaction 3.1 General Characteristics of Transaction The Company will issue and offer for sale of capital-increase ordinary shares in the private placement at a price not lower than the market price according to the notification of the SEC No. Kor. Jor. 12/2543 regarding Filing and Permission on Offering for Sale of New Shares. The objectives of this offering are to raise new capital to be used as the Company's working capital in order to strengthen its liquidity and boost the financial status of the Company and its subsidiaries. The new capital will be also reserved for an investment in the real estate business currently operated by the Company; namely, residential house projects for sale, condominium projects for sale, apartments, and asset management. Moreover, it will be spent for the Company's investment expansion in real estate business relating to the Company's current businesses such as hotel business and other related service businesses. The Management is involved in the transaction counted 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 ("Notification") by investing in new capital-increase shares offered for sale in the private placement as the following details: (1) Number of ordinary shares invested: not exceeding 725,900,000 shares (2) Purchasing price per each: 4.28 Baht, price is equivalent to the Company's par value and not lower than the market price*. * Note: 1. Such market price, at Baht 4.28, is calculated on a weighted average closing price of ordinary shares traded in the Stock Exchange of Thailand for seven consecutive business days (during 23 November 2006 to 1 December 2006) prior to the date the Board of Directors passed its resolution for the Company's share allotment and purchasing price. 2. In case there are any new capital-increase shares remaining unsubscribed, the number of shares to be invested by the Management will be reduced, from the number of 725,900,000 shares, in the number such that it will not cause the percentage of their shareholding (inclusive of those held by their 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 capital-increase ordinary shares (on the date of the Board of Directors' meeting, Mr. Srettha Thavisin (together with his relating persons) hold 8,192,284 shares in the Company). 3.2 Type and Size of Transaction The transaction size shall be deemed a transaction involving asset or service with value of connected transaction more than or equal to 3% of net tangible assets. When calculating the transaction size based on the Notification, the transaction value equals to 40.48% of net tangible assets of the Company and its subsidiaries as at 30 September 2006. 4. Total Value of Transaction The total transaction value as per the Management's investment in new ordinary shares offered for sale in the private placement will not exceed 725,900,000 shares at the price of Baht 4.28 each or in the amount of Baht 3,106,852,000.- in total. The share prices shall be paid in cash by the Management. 5. Benefits to the Company The Company will earn more strength and stability, and generate some income gained from the investment and services provided in many real estate projects and other relevant projects. Also, since the Management is involved as owners of the Company and shareholders of essential number of shares, the Company's image is expressly improved and this keeps all other shareholders feel confident in the Company as a leader in the real estate business. 6. Company's Director who has interest and is a Connected Person The Company's director who has interest and is a connected person in this transaction is Mr. Srettha Thavisin, who, during the considering this Agenda, has came out from the meeting and did not vote on the approval for this transaction. 7. Comments of the Board of Directors concerning Connected Transaction The Board of Directors' meeting No. 10/2006 held on 4 December 2006 who had a consideration and opinion that such transaction was reasonable and resulted to the utmost benefits for the Company's business operation since it helped strengthen its capital and shareholding structure whereas the Company's top management would be involved in holding the essential number of shares so that the Company's business competition potential including income generating potential would be upgraded as supports for the real estate operation of the Company in the future. It would also create more opportunity for the Company to involve in the development of mega projects. 8. Comments of Audit Committee and/or Directors of the Company That are Different from those of the Board of Directors pursuant to Clause 7 above The Audit Committee and/or other directors of the Company did not have any different opinions from those of the Board of Directors as mentioned Item 7 above. 9. Transaction Criteria Entering into this connected transaction must be approved by the shareholders' meeting by a vote of not less than three quarters of all shareholders attending the meeting and having the rights to votes and excluding votes of stakeholders. 10. Submission of Invitations to Shareholders The Company will submit to the Stock Exchange of Thailand for its perusal the invitation letter and other attachments before sending them to all shareholders. However, such invitation letter and attachments shall be sent to all shareholders at least 14 days prior to the shareholders'meeting date. Certification of information accuracy. The directors of Sansiri Public Company Limited certify the accuracy of information disclosed in this document. ............................. (Mr. Wanchak Buranasiri) Director