SET Announcements

Sansiri Public Company Limited reports on Resolutions made at the Extraordinary Meeting of Shareholders No. 1/2009 (as amended) Sansiri Public Company Limited would like to report on the resolutions made at the Extraordinary Meeting of Shareholders No. 1/2009 held on 6 November 2009. The Meeting has resolved matters as summarized below: Item 1. Unanimously resolved to certify the Minutes of the Annual General Meeting of Shareholders No. 14/2009 held on 29 April 2009. The resolution was passed with the following voting results: Approved 935,860,544 votes, equal to 100.00% of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved -0- vote, equal to -0- % of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained -0- vote (Resolution in this agenda shall be approved by the majority votes of the shareholders attending the Meeting and casting their votes, excluding the abstained votes from the calculation base.) Item 2. Resolved to approve the new allotment of the Company's newly issued shares by allocating the 1,473,000,000 ordinary shares (which were approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) on a Private Placement basis according to the relevant laws and/or rules and/or regulations. 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 offering 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 mean of Private Placement, and to approve 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 (1) to fix the subscription period, conditions and any other relating details of each allotment, including the determination of the offering price and Market Price in accordance with the Notification of the Securities and Exchange Commission and/or the that of Capital Market Supervisory Board and/or any other regulation relating thereto. The Company shall also, from time to time, register the change of its paid-up capital to the Ministry of Commerce, based on the numbers of allotted and issued shares for each allotment and offer (2) to execute applications, any necessary supporting documents and evidence relating to the allocation of such shares, including to contact and to file such application forms, documents and evidence with the authorities or government agencies concerning the allocation of such shares and the listing of such shares on the Stock Exchange of Thailand, and (3) to take any other related actions which are deemed necessary and appropriate for the issuance and offering of such shares. The resolution was passed with the following voting results: Approved 814,283,450 votes, equal to 86.51% of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 126,923,630 votes, equal to 13.49% of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained -0- vote (Resolution in this agenda shall be approved by the majority votes of the shareholders attending the Meeting and casting their votes, excluding the abstained votes from the calculation base.) Item 3. Resolved to approve the amendment of the Plan to Issue and Offer of the Warrants Representing Rights to Purchase Ordinary Shares of the Company to the Existing Shareholders as well as the relating matters, the details of which are as follows: (1) to approve the cancellation of the Plan to Issue and Offer of Warrants Representing Rights to Purchase Ordinary Shares of the Company to the Existing Shareholders and the cancellation of the allocation of not exceeding 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 has not been issued and offered. (2) to approve the issuance of the Warrants Representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited No. 1 (SIRI-W1) in the number of 736,814,346 units to the Company's existing shareholders on a pro rata basis (right offering), without a charge, at the ratio of 2 existing ordinary shares to 1 unit of the warrant, at the exercise price of 5.20 Baht per share. The details of the warrants are appeared in "Summary of the Features of Warrants Representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited to its existing shareholders on a pro rata basis (right offering) (as amended)" which had already been distributed to the shareholders prior to the Meeting. In this regard, the subscriber of the newly issued shares offered for sale on the Private Placement basis (as prescribed in item 2 above) shall not be entitled to receive the warrants in this scheme, and to 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 issuance and allocation of warrants, such as details of the allocation, (2) to execute applications, any necessary supporting documents and evidence relating to the issuance and allocation 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 allocation and the listing of the warrants on the Stock Exchange of Thailand,and (3) to take any other related actions which are deemed necessary and appropriate for the issuance and allocation of the warrants. The Board of Directors has fixed the Record Date to determine the names of shareholders entitled to receive the warrants on 9 October 2009, and will gather the names of entitled shareholders 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. (3) to approve the allocation of the 736,814,346 newly issued ordinary shares of the Company's which were 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). The resolution was passed with the following voting results: Approved 938,735,480 votes, equal to 99.74% of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 2,471,600 votes, equal to 0.26% of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained -0- vote (Resolution in this agenda shall be approved by the majority votes of the shareholders attending the Meeting and casting their votes, excluding the abstained votes from the calculation base.) Item 4. Resolved to approve the decrease of the registered capital of the Company 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 736,500,000 un-issued shares. The resolution was passed with the following voting results: Approved 941,218,080 votes, equal to 99.99894% of all votes of shareholders who attended and exercised their votes at the Meeting. Disapproved 10,000 votes, equal to 0.00106% of all votes of shareholders who attended and exercised their votes at the Meeting. Abstained -0- vote (Resolution in this agenda shall be approved by not less than three-quarters of the total number of votes of the shareholders attending the Meeting and having the right to vote, including the abstained votes in the calculation base.) Item 5. Unanimously resolved to approve the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital as follow: "Clause 4. The registered capital of 15,991,205,802.64 Baht Divided into 3,736,263,038 shares With the par value of 4.28 Baht each Shares are classified into:- Ordinary Shares of 3,736,263,038 shares Preference Shares - shares" The resolution was passed with the following voting results: Approved 941,228,080 votes, equal to 100% of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Disapproved -0- vote, equal to -0- % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. Abstained -0- vote, equal to -0- % of all votes of shareholders who attended and had the right to exercise their votes at the Meeting. (Resolution in this agenda shall be approved by not less than three-quarters of the total number of votes of the shareholders attending the Meeting and having the right to vote, including the abstained votes in the calculation base.) Signature........................Authorized director (Mr. Wanchak Buranasiri) Senior Executive Vice President