SET Announcements

(Translation) Ref. No. SS./ 5079 / 2007 14 December 2007 Subject : Notification of the resolution of the Board of Directors' meeting concerning on the sale of common shares in Siri Phuket Limited. To : President The Stock Exchange of Thailand We, Sansiri Public Company Limited ("Sansiri"), would like to notify that a Board of Directors' Meeting No. 9/2007 held on 13 December 2007 passed a resolution approving the sale of common shares in Siri Phuket Limited, which Sansiri holds 51,000 shares amounting to 51% of total shares issued by such company with the par value per share of 10 Baht, and the assignment of debt in Siri Phuket Limited. The details of which are as follows: 1. Date of occurrence of the transaction Within 31 December 2007 (the "Closing Date"), currently being under negotiation on detail terms and conditions so as to prepare the sale and transfer documents. 2. Relevant parties and relationship with the listed company Purchaser : KNP Investments Pte Ltd Seller : Sansiri Public Company Limited Relationship between the parties and listed company : The purchaser is not a connected person under the Notification of the Board of Governors of the Stock Exchange of Thailand. (at present, it holds share amounting to 49% in Siri Phuket Limited) 3. General characteristics of the transaction Sansiri will sell common shares in Siri Phuket Limited, which Sansiri holds 51,000 shares amounting to 51% of total shares issued by such company with the par value per share of 10 Baht, and the assignment of debt in Siri Phuket Limited of 143.56 million Baht (principal and interest as at 14 December 2007), including interest calculates until the transaction date to KNP Investments Pte Ltd ("KNP") at the price of 235.14 million Baht. This shares sale is made as a result of the exercise of the Call Option granted under the Option Agreement entered into by Sansiri and KNP at the time they started the joint venture. Under the Option Agreement, KNP is entitled to purchase the whole amount of investment that Sansiri has in Siri Phuket Limited at the price of 228 million Baht plus any additional amount invested by Sansiri after 30 November 2006. -2- The size of transaction under Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 is calculated from the financial statement of Sansiri as of 30 September 2007 as follow: a. Value of Assets Acquired or Disposed Method : -0.99% b. Net After Tax Profit from the normal course of business operation Method : cannot be calculated c. Total Value of Consideration Received Method : 1.14% d. Value of Securities Issued by the Listed Company as Consideration of the Assets Acquired : None Sansiri used the highest transaction size, which is 1.14% to consider the sell of common shares in Siri Phuket Limited 4. Details of the assets disposed Common shares in Siri Phuket Limited, which Sansiri holds 51,000 shares amounting to 51% of total shares issued by such company with the par value per share of 10 Baht, and the assignment of debt in Siri Phuket Limited of 143.56 million Baht (principal and interest as at 14 December 2007), including interest calculates until the transaction date. At present, Siri Phuket Limied invested in land in Phuket Province and still does not operate. - Proportion of securities holding by SIRI before disposition : 51% - Proportion of securities holding by SIRI after disposition : -0- 5. Total value of consideration and payment conditions Total value of consideration is 235.14 million Baht, KNP will make a partial payment in the amount equal to 57 million Baht on the Closing Date. This initial payment will be refundable by Sansiri under any circumstances (other than a breach or default by Sansiri) and the remaining amount of 178.14 million Baht will pay on or prior to 15 February 2008. Within five Business Day after the Closing Date, Sansiri shall deposit all documents regarding on the sale and transfer of shares (the "Closing Documents") with an escrow agent, and no later than 15 February 2008, KNP shall deliver the cashier's cheque for the remained purchase price to escrow agent. Subsequently, after the depository of cashier cheque in the escrow, Sansiri and KNP will jointly issue a release instruction to the escrow agent. Upon receipt of the release instruction, escrow agent will deliver the cashier's cheque to Sansiri and also deliver the Closing Documents to KNP in order to effect the share transfer at any time as it deems appropriate but in any event within 1 May 2008. -3- However, if KNP fails to pay the remaining amount of the purchase price within 15 February 2008, Sansiri shall be entitled to deliver an instruction to the escrow agent so as to release the Closing Documents to or at the direction of Sansiri, and KNP shall not be entitled to exercise the Call Option pursuant to Option Agreement at any time thereafter. 6. Value of the disposed assets As at 14 December 2007, the value of the disposed assets is 38.47 million Baht, which calculated from shareholding proportion of the shareholders' equity of Siri Phuket Limited (51%) of -76.15 million Baht plus loan to Siri Phuket Limited of 114.62 million Baht. 7. Basis used to determine the value of consideration The selling price is based on the negotiation between purchaser and seller which is higher than the book value of the asset. 8. Benefit expected to be generated for the Company as a result of the transaction Sansiri will reduce the group's debt to a lower level to reduce future risks and will use the fund received as working capital of the company. 9. Transaction Conditions The size of such transaction is 1.14 % under the Total Value of Consideration Received Method, thus, the Company does not have to notify information memorandum to the shareholders and does not have to obtain approval from the shareholders under the Notification of The Board of Governors of The Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President