SET Announcements

(Translation) Ref. No. SS / 0017 / 2007 9 January 2007 Subject : The amendment of the agenda and the additional information regarding the time and venue of the Extraordinary Meeting of Shareholders No. 1/2007 To : President The Stock Exchange of Thailand Reference : The Letter of Sansiri Public Company Limited, ref. no. SS. / 2668 / 2006, dated 6 December 2006 As Sansiri Public Company Limited ("the Company") had reported the SET that the Board of Directors Meeting No. 10/2006 held on 4 December 2006 had passed the resolutions to increase the registered capital of the Company by issuing the new ordinary shares in the number of 1,473,000,000 shares to be offered on a private placement basis at the price of 4.28 baht each, by appointing Ayudhaya Securities Public Company Limited and UBS AG Group as the Arranger of the shares allotment. In this regard, the Company's Management, i.e. Mr. Srettha Thavisin inclusive of those held by his relating persons ("Mr. Srettha Thavisin Group") intended to purchase those new ordinary shares, through normal shares allotment process of the Arranger, in the number of shares that would not cause the percentage of his shareholding in the Company exceeding 24.91% of the total paid up share capital of the Company after the completion of the offering on a private placement basis (or in the number of not exceeding 725,900,000 shares) at the price of 4.28 baht each. In such case, the Board of Directors had a comment that if the Arrangers allocated the new ordinary shares to Mr. Srettha Thavisin while he was still a directors and/or management of the Company, it would be considered as a connected transaction in accordance with the notification of the Stock Exchange of Thailand, therefore it was recommended that this matter should be proposed for the approval of the Extraordinary Meeting of Shareholders No. 1/2007 which will be held on 18 January 2007, the details of which are appeared in the Reference. Whereas after the Company sent the draft of information regarding the connected transaction to the Stock Exchange of Thailand and the Securities Exchange Commission ("the office of SEC") for their review as required by the relating rules and regulations. The office of SEC has informed its opinion to the Company on 22 December 2006 that in case Mr. Srettha Thavisin Group would like to purchase the new ordinary shares to be issued and offered on a private placement basis, through normal shares distribution process of the Arranger, it would be fell under the notification of the Securities Exchange Commission no. Kor Jor. 36/2544 Re: The issuance of newly securities to the directors or the employees ("the ESOP notification") and if Mr. Srettha Thavisin Group still desired to purchase those new ordinary shares, the Company would be required process according to the rule of ESOP notification which as a consequence, this transaction would be exempted from the obligation under the notification of the Stock Exchange of Thailand concerning the Connected Transaction. Therefore, the Board of Directors Meeting No. 1/2007 held on 8 January 2007 has reviewed the situation and passed its resolution to withdraw the agenda regarding the connected transaction from the agenda for the Extraordinary Meeting of Shareholders No. 1/2007 while all other remaining agenda regarding the increase of capital and the allotment of new shares would be proceed according to the agenda that had already been informed in the Reference. The details are as follows: 1. To cancel a resolution of the Board of Directors Meeting No. 10/2006 held on 4 December 2006 particularly an approval for the entering into the connected transaction between the Company and its management which may be arisen if the Management (Mr. Srettha Thavisin) inclusive of those held by his relating persons invest in the new ordinary shares to be issued and offered on a private placement basis, as well as withdrawing an agenda in connection with such issue from the agenda for the Extraordinary Meeting of Shareholders No. 1/2007. 2. To amend the agenda for the Extraordinary Meeting of Shareholders No. 1/2007, therefore, the newly agenda to be proposed to the shareholders are as follows: Agenda 1. To consider and certify the Minutes of the Annual General Meeting of Shareholders # 11/2006 held on 20 April 2006. Agenda 2. To consider and approve the re-capitalization plan. Agenda 3. To consider and approve the increase of the registered capital of the Company. Agenda 4. To consider and approve the amendment to Clause 4. of the Memorandum of Association of the Company to be accorded with the increase of the registered capital. Agenda 5. To consider and approve the Issuance and Offer of the Ordinary Share-Purchase Warrants of the Company ("Warrants") to the existing shareholders. Agenda 6. To consider and approve the allotment of the newly issued shares pursuant to the increase of the registered capital. Agenda 7. Other businesses (if any). In addition, the Company would like to inform that the Extraordinary Meeting of Shareholders No. 1/2007 on 18 January 2007 will be held at 2.00 p.m., at Ayuthaya I-II Room, on the 3rd Floor, Century Park Hotel, No. 9 Ratchaprarop Road, Pratunam-Victory Monument, Makkasun Sub-district, Rajthevi District, Bangkok 10400, Telephone number are (662) 246 7800 - 9 and (662) 248 2550 - 9. Please be informed accordingly. Sincerely Yours, Sansiri Public Company Limited (Mr. Wanchak Buranasiri) Senior Executive Vice President