SET Announcements

(Translation) Ref. SS./ 0148 /2007 19 January 2007 Subject : Report the resolution at the Extraordinary Meeting of Shareholders No. 1/2007 of Sansiri Public Company Limited To : President The Stock Exchange of Thailand Enclosure : The preliminary features of Warrants to be allotted to the existing shareholders Sansiri Public Company Limited would like to report on the resolutions made at the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007 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. The Meeting has passed the following resolutions: Item 1. Certified the Minutes of the Minutes of the Annual General Meeting of Shareholders No. 11/2006 held on 20 April 2006. Item 2. Approved the re-capitalization plan. Item 3. Approved the increase of the registered capital of the Company which would be increased in the amount of 12,610,225,400.88 Baht from its existing registered capital of 6,628,246,421.68 Baht to be the new registered capital of 19,238,471,822.56 Baht, by issuing 2,946,314,346 new ordinary shares with the par value of 4.28 Baht. Item 4. Approved the amendment to Clause 4. of the Memorandum of Association of the Company with respect to the registered capital to be accorded with the increase of the registered capital by deleting the existing Clause in its entirety and replacing with the followings: "Clause 4. The registered capital of 19,238,471,822.56 Baht Divided into 4,494,970,052 shares With the par value of 4.28 Baht each Shares are classified into:- Ordinary Shares of 4,494,970,052 shares Preference Shares - shares" Item 5. Approved the issuance and offer of the Warrants to the existing shareholders, the details of which are appeared in the Enclosure attached herewith. The Meeting authorized the Board of Directors or the person(s) entrusted by the Board of Directors to have the power to submit the application requesting approval with the relevant or competent authority as well as an authority to do all things as necessary to accomplish it. Moreover, they also have the power to determine, add and/or amend any other related principles or terms and conditions, including the details for such offering for sale of the aforesaid Warrants, the reasons for issuing new ordinary shares to be reserved for the adjustment of the exercise ratio and/or exercise price of such Warrants as may be deemed appropriate, all of which subject to the relevant laws, rules and regulations. Item 6. Approved the allotment of 2,946,314,346 new ordinary shares with par value of 4.28 Baht, the details of which are as follows: (1) To allot the 1,473,000,000 new ordinary shares to be issued and offered on a Private Placement basis according to the relevant laws and/or rules and/or regulations of the SEC. The allotment and offer of such new ordinary shares may be made in whole at one time or divided into several parts to be offered and sold from time to time, at the price which is not less than 4.28 Baht per share and not less than 90 percent of the Market Price of the Company's share, calculated according to the relating rules and regulations, prior to the offering date by way of Private Placement. The Board of Directors or any person assigned by the Board of Directors shall be authorized to allocate such new ordinary shares, locally and/or internationally, and shall also be authorized to fix the subscription period, conditions and any other relating details of each allotment and offer, including the determination of the offering price and Market Price in accordance with the SEC announcements relating thereto. And the Company shall, from time to time, affect the registration to change its paid up capital to the Public Companies Registrar, based on each payment of the subscribers. (2) To allot the 1,473,314,346 new ordinary shares with the par value of 4.28 Baht to be reserved for the exercise of the right of the Warrants to be issued and offered to the existing shareholders as approved by the Meeting according to the Item 5 above-mentioned. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President