SET Announcements

Ref. SS./ 0282 / 2009 25 February 2009 Subject : Dividend payment, Issuance and Offering of Warrants on Ordinary Shares of the Company to Existing Shareholders and Setting up the Annual General Meeting of Shareholder # 14/2009 To : President The Stock Exchange of Thailand Enclosures : (1) The details of plan to issue and offer debenture (2) The preliminary features of Right Warrants to be allotted to the existing shareholders The Board of Directors of Sansiri Public Company Limited in its meeting # 2/2009 held on 25 February 2009 at 16th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok, has approved the following resolutions: Item 1. To propose for approval at the Annual General Meeting of Shareholders for the audited balance sheets, profit and loss statements for the year ended 31 December 2008. Item 2. To propose for approval at the Annual General Meeting of Shareholders for the allocation of the net profit in the amount of 45,680,636 Baht for the legal reserves. Item 3. To propose for approval at the Annual General Meeting of Shareholders for the dividend payment of 0.30 Baht (Thirty Stang) per share for the operational results from 1 January 2008 to 31 December 2008. The approved dividend will be paid to shareholders on 28 May 2008. Item 4. To propose for approval at the Annual General Meeting of Shareholders for the re-elect of the directors who must retire on expiration of their terms as directors of the Company as follows: 1. Mr. Kovit Poshyananda 2. Mr. Mana Noppun 3. Mr. Apichart Chutrakul 4. Mrs. Nujchanart Panthawangkun Item 5. To propose for approval at the Annual General Meeting of Shareholders for the remuneration for the year 2009 to the Board of Directors and Audit Committee at the rate as follows: 5.1 The remuneration to the Board of Directors - The remuneration shall be paid in the form of meeting allowance, at the same rate of previous year, amounting to 20,000.-Baht for each director per one meeting. However, the meeting allowance will not be paid more than 2 times in one month, i.e. if the meetings are held more than 2 times in any particular month, the meeting allowance will be paid for only the first 2 meetings. - To fix the special remuneration to the five non-executive directors as follows: Name Position Special Remuneration Rate (Baht) Mr. Kovit Poshyananda Chairman of the Board / 1,000,000 Independent Director Mr. Mana Noppun Independent Director 600,000 Mr. Jesadavat Priebjrivat Independent Director 600,000 Mr. Wirat Uanarumit Independent Director 600,000 Mr. Kriengkrai Thiennukul Director 600,000 Mrs. Nujchanart Panthawangkun Director 600,000 Mr. Porntat Amatavivadhana Independent Director 600,000 5.2 The remuneration to the Audit Committee shall be paid in form of salary, at the same rate of the previous year, amounting to 50,000.- Baht per month for Chairman and amounting to 30,000.- Baht per month for other members. Item 6. To propose for approval at the Annual General Meeting of Shareholders for the appointment of Mr. Sophon Permsirivallop, holder of auditor's license No. 3182 or Miss Rungnapa Lertsuwankul, holder of auditor's license No. 3516 or Miss Sumalee Reewarabandith, holder of auditor's license No. 3970 or Miss Vissuta Jariyathanakorn, holder of auditor's license No. 3853 of Ernst & Young Office Limited as the Company's auditor with the auditing fee for the fiscal year ending 31 December 2009, by fixing the auditing fee in the amount of 2,120,000.-Baht. Item 7. To propose for approval at the Annual General Meeting of Shareholders for the decrease of the registered capital of the Company, which will be made from the existing registered capital of 19,238,147,475.60 Baht to be the new registered capital of 19,143,425,802.64 Baht by canceling its registered but un-issued share in the number of 22,131,232 shares since these shares are reserved for the exercising right of the warrants issued under the ESOP # 4 which currently they have already been expired. Background Information and Reason : At first, the said shares were reserved for the exercising right of the warrant approving at the resolution of the Extraordinary Meeting of Shareholders # 1/2002 held on 7 August 2002 (under the ESOP # 4) for which the warrant holders were entitled to exercised their rights until the expiration date on 10 July 2008. After the expiration date was elapsed, there were the shares reserved for the exercising right of warrant under the ESOP # 4 remaining un-issued, totaling 22,131,232 shares which the Company had to cancel them. Furthermore, after the cancellation of the said shares, the Company still has 52,820,000 registered and un-issued shares being reserved for the exercising right of the warrant issued pursuant to ESOP # 5/2006 Plans. Then, the registered capital of the Company will be 19,143,425,802.64 Baht, divided into 4,472,763,038 shares at the par value of 4.28 Baht per share,as well as, the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 8. To propose for approval at the Annual General Meeting of Shareholders for the issuance and offering of debenture, the details of which are appeared in the Enclosure (1) attached herewith. Item 9. To approve the issuance and offer of warrants of the Company ("Warrants") in the number of not exceeding 1,473,314,346 units to to all existing shareholders according to the proportion of their shareholdings, in the ratio of 2 existing shares to 1 new Warrant. This matter shall be further proposed for approval at the Annual General Meeting of Shareholders. The preliminary information of such Warrants were described in Enclosure (2). The Company will submit for approval of the Securities and Exchange Commission ("the SEC") for the issuance and offering of Warrants after the Company has completed the issuance and allotment of the new ordinary shares issued and allotted in the Private Placement which were approved by the shareholders at its Extraordinary Meeting # 1/2007 held on 18 January 2007, and the registration of the change of the amount of the paid up capital of the Company. Background Information and Reason : As the Extraordinary Meeting of Shareholders # 1/2007 held on 18 January 2007 had passed the resolution to approve the issuance and offer of the Warrants in the number of not exceeding 1,473,314,346 units to all existing shareholders according to the proportion of their shareholdings, in the ratio of 2 existing shares to 1 new Warrant. It appeared that from the said approval date until now, the Company had not yet issued and offered any Warrants. And whereas, according to the SEC's regulations, the resolution of the shareholders meeting approving the issuance and offer of the warrants must be obtained within one year from the date on which the application for the SEC's approval is submitted. Therefore, the Company has to propose for approval the issue and offering of Warrant again. Item 10. To approve the allotment of the new ordinary shares (which were approved in the Extraordinary Meeting # 1/2007 on 18 January 2007) to be reserved for the exercise of the right of the Warrants to be issued and offered to the existing shareholders, as detailed in Item 9 and to propose this matter for approval at the Annual General Meeting of Shareholders. Item 11. To set date for an Annual General Meeting of Shareholders # 14/2009 will be held on 29 April 2009 at 2.00 p.m., at Kamolthip Room # 3, on the 2nd Floor, Siam City Hotel, No. 477 Sri Ayutthaya Road, Rajthevi, Bangkok 10400. Item 12. To fixed the Record Date on which shareholders have the right to attend the 2009 Annual General Meeting of Shareholders and to receive dividend as 12 March 2009 and fixed the share register book closing date as 13 March 2009 for gathering shareholder's names under the Section 225 of the Securities and Exchange Act B.E. 2535 (amended B.E. 2551). However, the dividend payment is still uncertain as it has not yet been approved by the shareholder on 29 April 2009. Item 13. To propose the following agendas at the Annual General Meeting of Shareholders # 14/2009 : Agenda Item 1. To consider and certify the Minutes of the Annual General Meeting of Shareholders # 13/2008 held on 29 April 2008. Agenda Item 2. To consider and certify the Company's annual report and the board of directors' report of the work done for the period of 2008. Agenda Item 3. To consider and approve the Company's balance sheets, profit and loss statements for the fiscal year 2008 which have been audited by the auditor of the Company ended 31 December 2008. Agenda Item 4. To consider and approve the appropriation of annual net profit as legal reserves and approve the dividend payments for the operational results from 1 January 2008 to 31 December 2008. Agenda Item 5. To consider electing directors replacing those retiring by rotation. Agenda Item 6. To consider and approve the remuneration for the year 2009 to the Board of Directors and the Audit Committee. Agenda Item 7. To consider and appoint the auditor and fix the auditing fee for the year 2009. Agenda Item 8. To consider and approve the decrease of the registered capital of the Company by canceling its registered but un-issued share (the shares being reserved for the exercising right of warrant under the ESOP # 4 Plan and the expiration date of the exercise period was already elapsed. Agenda Item 9. To consider and approve the amendment to Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Agenda Item 10. To consider and approve the issuance and offering of debenture. Agenda Item 11. To consider and approve the issuance and offer of the Ordinary Share-Purchase Warrants of the Company to the existing shareholders. Agenda Item 12. To consider and approve the allotment of the new ordinary shares (which were approved by the shareholders at its Extraordinary Meeting # 1/2007 held on 18 January 2007) to be reserved for the exercise of the right of the Warrants to be issued and offered to the existing shareholders. Agenda Item 13. Other businesses (if any). Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President