SET Announcements

(Translation) Capital Increase Report Form Sansiri Public Company Limited 2 October 2009 We, Sansiri Public Company Limited, hereby report of the resolution of the Board of Directors in the Meeting no. 7/2009, held on 23 September 2009 from 15.00 hrs. to 16.00 hrs.in respect of share allotment as follows : 1. Capital Increase The Extraordinary Meeting of Shareholders passed the resolution approving the increase of the Company's registered capital from Baht 6,628,246,421.68 to Baht 19,238,471,822.56 by means of the issuance of 2,946,314,346 new ordinary shares with a par value of 4.28 Baht each, totaling Baht 12,610,225,400.88 2. Allotment of New Shares The Board of Directors Meeting passed the resolution approving the allotment of 2,209,814,346 ordinary shares with par value of 4.28 Baht each. The details of which are as follows: 2.1 Allotment of new shares : Ratio Sale Price Per Number Subscription and Allotted to: (Existing: Share Note (Shares) Payment Period New) (Baht) 1. to issue and offer to 1,473,000,000 - not less than 4.28 Authorized the please private placement Baht per share Board of Directors see the and not less than to determined Note (1) 90% of the Market Price of the Company's share 2. to be reserved for the 736,814,346 2 existing 5.20 (Exercise To be determined please exercise of Warrants of shares to 1 Price) after approving see the the Company to be unit of the from the Note (2) offered to the existing Warrant Extraordinary shareholders at the ratio Shareholders' of 2 existing shares to 1 Meeting No. unit of Warrant. 1/2009 Note The Board of Directors approved the allocation of the Company's newly issued shares in the number of 2,209,814,346 shares as follows: 1. Approved the Issuance and Offering for Sale of New Shares in a Private Placement as well as the relating matters and to propose this matter to the Shareholders Meeting for further consideration and approval, the details of which are as follow: - To allot the 1,473,000,000 new ordinary shares (approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) to be issued and offered on a Private Placement basis at the price 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. In case there are any shares remaining unsubscribed from those offered via the subscription, the Board of Directors will propose to the next shareholders' meeting for its consideration about either canceling or re-allotting them pursuant to the resolution of such shareholders' meeting. 2. Approved the amendment of the Issuance and Offering of Warrants on Ordinary Shares of the Company to the Existing Shareholders which was approved by the resolution in the Annual General Meeting of Shareholders No. 14/2009 held on 29 April 2009 but not yet being issued and offered as well as the relating matters, the details of which are as follow: (1) To cancel the Plan to Issue and Offer of Warrants on Ordinary Shares of the Company to Existing Shareholders and cancel the allotment of 1,473,314,346 shares to be reserved for the exercise of the right of the Warrants which were approved by the resolution of the Annual General Meeting of Shareholders No. 14/2009 held on 29 April 2009, but not yet being issued and offered, and to propose this matter to the Shareholders Meeting for further consideration and approval. (2) Issue the warrants representing rights to purchase ordinary shares of the Company No. 1 ("SIRI-W1") in the number of 736,814,346 units to the Company's existing shareholders in proportion of their respective shareholdings, without a charge, at the ratio of 2 existing ordinary shares to 1 unit of the warrant, at the exercise price of Baht 5.20 per share. The Record Date for the names of shareholders entitled to receive the warrants is fixed on 9 October 2009, and the names of entitled shareholders will be gathered pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by means of closing of the share register book and suspension of share transfer on 12 October 2009. In this regard, the subscriber of the newly issued shares offered for sale in the Private Placement basis (in Note 1 above) shall not be eligible to receive the warrants in this scheme. The Board of Directors will propose this matter to the Shareholders Meeting for further consideration and approval. In addition, the Board of Directors will also propose to the said Shareholders Meeting to consider and approve the Board of Directors and/or the authorized signatories of the Company and/or their assignees to be empowered (1) to determine and amend any other necessary and appropriate conditions and details in connection with the warrant issuance, such as details of the offering, (2) to execute application, necessary supporting documents and evidence relating to the issuance of the warrants, including to contact and to file such application forms, documents and evidence to the authorities or government agencies concerning the warrant issuance and the listing of the warrants on the Stock Exchange of Thailand, and (3) to take any other actions which are deemed necessary and appropriate for the issuance and allocation of the warrants. (3) To allot the 736,814,346 new ordinary shares (approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) as the shares reserved for the exercise of the right of the Warrants : SIRI-W1 and to propose this matter to the Shareholders Meeting for further consideration and approval. 3. To propose for approval at the Shareholders Meeting for the decrease of the registered capital of the Company, which will be made from the existing registered capital of 19,143,425,802.64 Baht to be the new registered capital of 15,991,205,802.64 Baht by canceling its registered but un-issued share in the number of 736,500,000 shares (canceling the 736,500,000 shares to be reserved for the exercise of the right of the Warrants which were approved by the resolution of the Annual General Meeting of Shareholders No. 14/2009 held on 29 April 2009, but not yet being issued and offered). 2.2. The company's plan in case where there is a fraction of shares remaining -None- 2.3. The number of shares remaining from the allotment -None- 3. Schedule for Shareholders Meeting to Approve the Shares Allotment The Extraordinary Meeting of Shareholders No.1/2009 is scheduled to be held on 6 November 2009 at 10.00 a.m., at Infinity Room No. 1, Pullman Bangkok King Power Hotel, 8/2, Rangnam Road, Thanon Payathai Sub-district, Rajthevi District, Bangkok 10400. The Record Date for the names of shareholders entitled to attend the Extraordinary Meeting of Shareholders No.1/2009 and receive the warrants is fixed on 9 October 2009, and the names of entitled shareholders will be gathered pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by means of closing of the share register book and suspension of share transfer on 12 October 2009. However, the right to receive the Warrants is still uncertain as it has not yet been approved by the shareholder on 6 November 2009. 4. Approval of the share allotment by relevant governmental agency and conditions thereto ( if any ) The shares allotment in the private placement pursuant to the notification of the Notification of the Capital Market Supervisory Board No. Tor Jor. 28/2551 Re: Request for Permission and Permission granted to Offer for Sale of Newly Issued Shares, is not required to seek approvals from any governmental authorities since it is deemed to have been already approved by the SEC. After the completion of offering and receiving of the paid up of the increased shares including the exercise of Warrants, the Company will register the paid up capital with the Business Development Department, Ministry of Commerce. After that, the Company will filling the application to request a permission from the Stock Exchange of Thailand to list the new ordinary shares as the listed securities and further trade in the Stock Exchange of Thailand. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 to be use for the working capital for improving the financial liquidation and adjustment of financial status of the Company and their subsidiaries. 5.2 to reserve for the investment of properties development businesses operated by the Company at the present, i.e. houses for sale, Condominiums for sale, apartment and the assets management. 5.3 to be reserved for future expansion in real estate business and Investment. 6. Benefits which the Company and the Shareholders will receive from the share allotment The Company will earn more strength and stability, and generate some income gained from the investment and services provided in many properties development projects and other relevant projects. 7. Benefits which the shareholders will receive from the capital increase/share allotment 7.1 Dividend Policy The Company's dividend policy is to pay dividend at the rate of approximately 50% of its consolidated net income after deduction of all reserves as required by laws and the Company. However, such dividend payment shall be conformed to the law and the Articles of Association of the Company as well as subject to the Company and its affiliates' cash flow and investment plans, including justifications and other future considerations as deemed appropriate. 7.2 The person who subscribes the shares will be entitled to obtain the dividend from operation result of year 2009 or the year following the year that the Company allocates the shares for subscription. However the right of the shareholders is subject to the laws and any obligations of the Company. 8. Other details necessary for shareholders to approve the share allotment. -None- 9. Schedule of action where the board of directors of the company passed a resolution approving the capital increase or allotment of new shares. 9.1 The Board of Directors approved the share allotment 23 September 2009 9.2 The date fixed to determine shareholders entitled to attend EGM (Record Date) 9 October 2009 9.3 The share register book closing date for gathering shareholder's names 12 October 2009 9.3 The date of Extraordinary Meeting of Shareholders 6 November 2009 10. Dilution Effect to the shareholders in the event that the Company issue and offer for sale the newly issued shares to the Private Placement 1. Control Dilution In the event that all 1,473,000,000 newly issued shares are offered for sale to the Private Placement (PP), the shareholding of the existing shareholders will be diluted by 49.99 percent, having the calculation details as follow: Control Dilution = the number of shares would be offered to the PP the number of paid-up shares + the number of shares would be offered to the PP = 1,473,000,000 1,473,628,692 + 1,473,000,000 = 49.99% 2. Price Dilution In the event that all 1,473,000,000 newly issued shares are offered for sale to the Private Placement (PP), the price of the Company's shares will be diluted by 0.01 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: Price Dilution = the market price before the offering - the market price after the offering* The market price before the offering = 4.34 - 4.31 4.34 = 0.01% * the market price after the offering calculated from : (the market price before the offering x the number of paid-up shares) + (sale price for the shares would be offered to the PP x the number of shares would be offered to the PP) the number of paid-up shares + the number of shares would be offered to the PP In this regard, the calculation is based on the sale price for the shares would be offered to the PP is Baht 4.28 per share (4.34 x 1,473,628,692) + (4.28 x 1,473,000,000) = 4.31 1,473,628,692 + 1,473,000,000 11. The reason why the Company approving the allotment of the newly issued shares in the number of 1,473,000,000 shares to the Private Placement, but did not allot such shares to existing shareholders The Company believes that the Company's shareholder structure would be strengthened by getting more institutional investors as shareholders. 12. Principle of the selection the Private Placement Any person with qualifications as required in the Notification of the Capital Market Supervisory Board No. Tor Jor. 28/2551 Re: Request for Permission and Permission granted to Offer for Sale of Newly Issued Shares (and its amendments). The Company hereby certifies that the information contained in this report form is true and complete in all aspects. Signature.............. Company's Authorized Director (Mr. Apichart Chutrakul) Signature........... Company's Authorized Director (Mr. Wanchak Buranasiri)