SET Announcements

(Translation) Ref. SS. / 1285 / 2009 2 October 2009 Subject : Capital Increase Report Form and the Features of Warrants Representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited to be offered to the existing shareholders in proportion of their respective shareholdings (Amendment) To : President The Stock Exchange of Thailand Enclosure : (1) Capital Increase Report Form (2) Features of Warrants Representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited to be offered to the existing shareholders in proportion of their respective shareholdings (Amendment) As the Board of Directors' Meeting of Sansiri Public Company Limited ("the Company") No. 7/2009 held on 23 September 2009 resolved to approve the allotment of the newly issued shares (approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) and the Company duly disclosed the information via the website of the Stock Exchange of Thailand. The Company would like to disclose the information on the share allocation in the Capital Increase Report Form, the details are attached herewith (Enclosure 1), as well as to revise parts of information in the Features of Warrants Representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited to be offered to the existing shareholders in proportion of their respective shareholdings, the details are attached herewith (Enclosure 2), having the summarized amendment details as follows: Item 1. Numbers of Ordinary Shares Allocated to Accommodate the Exercise of the Warrants The former content 15. Numbers of Ordinary : 736,814,346 shares or equal to 50.00 Shares Allocated to percent of the current paid-up Accommodate the Exercise shares of the company. of the Warrants The revised content 15. Numbers of Ordinary : 736,814,346 shares or equal to 25.01 percent Shares Allocated to of the total paid-up shares of the company, Accommodate the the 1,473,000,000 newly issued ordinary shares Exercise to the Private Placement which would be of the Warrants offered concur with this Warrant offering are included, having the calculation details as follow: The formula to calculate proportion of number of shares reserved : ((the number of shares reserved for this warrant offering) + (the number of shares reserved for CD or shares reserved for warrant offering in another time, excluding the numberof shares reserved for ESOP-CD or ESOP-warrant)) . (the number of total paid-up shares of the company, including the other newly issued shares which would be offered concur with this warrant offering = 736,814,346 1,473,628,692 + 1,473,000,000 = 25.01% In this regard, CD = Convertible Debenture ESOP = Securities Offering for Sale to the Directors or Employees according to the Notification of the Capital Market Supervisory Board regarding the Securities Offering for Sale to the Directors or Employees Item 2. Dilution Effect The former content 17. Dilution Effect Since the Warrants would be offered to the existing shareholders in proportion of their respective shareholdings there would yield no dilution effect on the shareholders at the date of the Warrants issuance. However,if all of the persons who exercise the Warrants are not the existing shareholders, the dilution effect will be as follows: 1.Control Dilution If all of the persons who exercise the Warrants are not the existing shareholders, the shareholding of the existing shareholders will be diluted by 20.00 percent*. The former content 17. Dilution Effect *Calculated based on the number of shares reserved for (continue) the exercise of the Warrants, divided by the total sum of (1) the 2,946,628,692 paid-up shares which are the amount of paid-up shares after the Company has allocated 1,473,000,000 newly issued ordinary shares to the Private Placement, and (2) the amount of shares reserved for this issuance. 736,814,346 = 20.00 percent 2,946,628,692 + 736,814,346 2. Price Dilution In the event that all 736,814,346 units of the Warrants are exercised,the price of the Company's shares will be diluted by -4.24 percent. The calculation is based on a hypothesis that the market price of the Company's shares before the offering is Baht 4.29 per share which is the weighted average market price of the Company's shares value, trading in the Stock Exchange of Thailand, beyond the period of 15 consecutive business days prior to the Board of Directors' Meeting, in order to have a resolution to attend the Shareholders' Meeting so that the Company shall offer such newly issue ordinary shares (during 2 September 2009 to 22 September 2009) at the rate of Baht. 4.29, having the calculation details as follow: the market price before the offering - the market price after the offering* the market price before the offering 4.29 - 4.47 = -4.24 percent 4.29 *the market price after the offering calculated from (market price before the offering x amount (exercise price x amount of shares of paid-up shares) + reserved for this offering) Amount of paid-up shares + amount of shares reserved for this offering (4.29 x 2,946,628,692) + ( 5.20 x 736,814,346) (2,946,628,692 + 736,814,346) The revised content 17. Dilution Effect Since the Warrants would be offered to the existing shareholders in proportion of their respective shareholdings there would yield no dilution effect on the shareholders at the date of the Warrants issuance. However,if all of the persons who exercise the Warrants are not the existing shareholders, the dilution effect will be as follows: 1.Control Dilution If all of the persons who exercise the Warrants are not the existing shareholders, the shareholding of the existing shareholders will be diluted by 33.33 percent, having the calculation details as follow: Control Dilution = the number of shares reserved for this offering the number of paid-up shares + the number of shares reserved for this offering = 736,814,346 1,473,628,692 + 736,814,346 = 33.33% 2. Price Dilution In the event that all 736,814,346 units of the Warrants are exercised,the price of the Company's shares will be diluted by -0.07 percent. The calculation is based on a hypothesis that the market price of the Company's shares before the offering is Baht 4.34 per share which is the weighted average market price of the Company's shares value, trading in the Stock Exchange of Thailand, beyond the period of 15 consecutive business days prior to the Board of Directors' Meeting, in order to have a resolution to attend the Shareholders' Meeting so that the Company shall offer such newly issue ordinary shares (during 2 September 2009 to 22 September 2009), having the calculation details as follow: The revised content 17. Dilution Effect Price Dilution = the market price before the (continue) offering - the market price after the offering* The market price before the offering = 4.34 - 4.63 4.34 = -0.07 * the market price after the offering calculated from : (the market price before the offering x the number of paid-up shares) + (exercise price x the number of shares reserved for this offering) the number of paid-up shares + the number of shares reserved for this offering (4.34 x 1,473,628,692) + (5.20 x 736,814,346) = 4.63 1,473,628,692 + 736,814,346 Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President