SET Announcements

(Translation) Ref. No. SS./ 2296 / 2007 25 June 2007 Subject : The selling of partial shares in a subsidiary company in order to be jointly invested with a strategic partner and approval of long-term loan to the subsidiary company To : President The Stock Exchange of Thailand The Board of Directors of Sansiri Public Company Limited in its meeting # 4/2007 held on 22 June 2007 at 16th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok, has approved the following resolutions: Item 1. To approve the joint investment with a strategic partner in order to do the business under the operation and administration of Sansiri Venture Co., Ltd. or SV (a subsidiary company of SIRI), by selling a partial shares of SV, in the number of 120,000 shares with the par value of 10.-baht or equivalent to 40 percent of paid-up capital, to Space Development Co., Ltd., the details of which are as follows: 1. The date on which the transaction will occur : within June 2007 2. The parties involved Buyer : Space Development Co., Ltd. or Space Seller : Sansiri Public Company Limited or SIRI Relationship with SIRI : Space holds shares in Plus Property Space Co., Ltd.(a company in which SIRI indirectly holds share) in the proportion of 49 percent. However, Space is not a connected person of SIRI. 3. The general characteristics of the transaction - Transaction class : The transaction is categorized as Class 3 (the value of transaction is less than 15 percent) pursuant to the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004. - The basis used to consider the volume : The basis of book value on Net Tangible Assets (NTA) - The volume of the transaction : Considered the volume of the transaction pursuant to the basis under the Notification of the SET, the maximum volume of transaction are equivalent to 0.024 percent, calculated by NTA of assets acquired in comparison with total net assets of SIRI, the detail of such calculations are as follow: The calculation based on the value of net asset value criteria (Based on financial statements as at 15 June 2007 prepared by the management of SV and the Consolidated financial statements of SIRI as at 31 March 2007) Size of transaction = 0.024 percent The calculation details 40% NTA of SV x 100 = 1,828.42 x 100 NTA of SIRI 7,780,502.00 (unit : thousand baht) 4. The details of the investment disposed of Securities - Type of securities : Ordinary shares - The company name : Sansiri Venture Co., Ltd. - The nature of its business : Real Estate Development - Registered capital : 3 million baht - Paid-up capital : 3 million baht - Number of shares disposed of : 120,000 shares - Selling price per share (unit) : 15.24 baht - Proportion of securities holding by SIRI before disposition : 100 percent - Proportion of securities holding by SIRI after disposition : 60 percent 5. The total value of consideration and the type of payment - The total value of consideration : 1,828,800 baht - type of payment : wholly paid by cash within June 2007 6. Basis used to determine the Consideration Value : Book value per share based on the financial statements as at 15 June 2007 prepared by the management of SV, which is 15.24 baht per share. 7. The reason for the disposal Of the assets : To have Space as a significant strategic partner in order to do the business under the operation and administration of SV. In this regard, SV will invest in the real estate development projects which will be further agreed with the investor who will create synergy, especially in term of sourcing the land for development in a good location. 8. The proposed utilization of the proceeds received : For working capital of SIRI 9. Other : The entry into the transaction by SIRI and the transaction size does not fall within any jurisdiction of the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transaction, 2003. Item 2. To approve an offering financial assistance to Sansiri Venture Co., Ltd. or SV (a subsidiary company of SIRI), a connected person as follows: 1. The date on which the transaction will occur : within June 2007 2. The parties involved Name Relationship with SIRI Sansiri Venture Co., Ltd. or SV a 60 percent owned subsidiary of SIRI 3. The general characteristic of the transaction : offer financial assistance to a connected person 4. Details of the transaction - Nature of financial assistance : SIRI agrees to give a revolving term loan to SV by jointly offer financial assistance based on the proportion of its interest therein (60 percent) under the ordinary business terms and condition. - Loan Amount : not exceed of 150 million baht which equals to 60 percent of the total loan from shareholders (Shareholders Loan) of 250 million baht for supporting the investment in the real estate development projects. - Rates of interest : At the average Minimum Lending Rate (MLR) of the commercial banks registered in Thailand which is alculated and published by the Bank of Thailand as at the last working day of each calendar month ("the average MLR") per annum. - Loan period : to be further agreed before making each drawdown. - Payment installments : The repayment schedule will be in accordance with the cash flow surplus from the operation. - Source of fund : working capital of SIRI - Other : In the event that the guarantee against SV's liabilities is required by the financial institutions who provide credit facility to SV, SIRI agrees to, jointly with the other shareholders, guarantee SV based on the proportion of its interest therein (60 percent) under the ordinary business terms and conditions. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President