SET Announcements

(Translation) Capital Increase Report Form Sansiri Public Company Limited 8 March 2010 We, Sansiri Public Company Limited, hereby report of the resolution of the Board of Directors in the Meeting no. 2/2010, held on 2 March 2010 from 14.30 hrs. to 16.15 hrs. in respect of share allotment as follows : 1. Capital Increase The Extraordinary Meeting of Shareholders No. 1/2009 held on 6 November 2009 passed the resolution approving 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. 2. Allotment of New Shares The Board of Directors Meeting passed the resolution approving the allotment of 1,473,000,000 ordinary shares with par value of 4.28 Baht each. The details of which are as follows: 2.1 Allotment of new shares : Allotted to: Number Ratio Sale Price Subcription Note (Shares) (Existing: Share and Payment New) (Baht) Period 1. to issue and 1,398,000,000 - not less than Authorized Please offer to private 4.28 Baht per Board of see placement share and not Directors the than 90% of the to detemined Note Market Price of no.2(a) the Company's share 2. to be reserved 75,000,000 Exercise Exercise The Company please for the exercise units Ratio: Price: will proceed see of Warrants to be 1 unit of 5.20 baht to complete the offered to the Warrant per share the allotment Note Directors and will be of these no.1 Employees of the entitled to warrants and Company and its purchase under the no.2(b) Subsidiaries 1 ordinary ESOP # 6 Plan pursuant to share. within one year ESOP # 6 Plan after the shareholders' meeting has approved the issuance and offer of the warrants Note The Board of Directors approved the allocation of the Company's newly issued shares in the number of 1,473,000,000 shares (which were approved by the resolution under the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) as follows: 1. To propose for approval at the Annual General Meeting of Shareholders for the Plan to Issue and Offer the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Employees of the Company and its Subsidiaries # 6 (ESOP # 6 Plan) in the number of 75,000,000 units. 2. To propose for approval at the Annual General Meeting of Shareholders for the amendment of the resolution made at the Extraordinary Meeting of Shareholders No. 1/2009 held on 6 November 2009, Re: The allotment of 1,473,000,000 new shares (which were approved by the resolution under the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) as follows: (a) to approve the new allotment of the Company's newly issued shares by allocating the 1,398,000,000 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. In case there are any shares remaining unsubscribed from those offering, 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. (b) to approve the allocation of the 75,000,000 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 ordinary share-purchase warrants according to the Plan to Issue and Offer the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Employees of the Company and its Subsidiaries # 6 (ESOP # 6 Plan) 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 Annual General Meeting of Shareholders No.15/2010 is scheduled to be held on 30 April 2010 at 14.00 hours, at Kamolthip Room # 2-3, on the 2nd Floor, Siam City Hotel, No. 477 Sri Ayutthaya Road, Rajthevi, Bangkok 10400. The Record Date on which shareholders have the right to attend the Annual General Meeting of Shareholders No.15/2010 as 17 March 2010 and fixed the share register book closing date as 18 March 2010 for gathering shareholder's names under the Section 225 of the Securities and Exchange Act B.E. 2535 (amended B.E. 2551). 4. Approval of the share allotment by relevant governmental agency and conditions thereto ( if any ) The offer for sale of ordinary share-purchase warrants to the directors and employees of the Company and its subsidiaries at this time is accorded with the Notification of the Capital Market Supervisory Board No. Tor Jor. 32/2551 Re: The Offer for Sale of Newly Issued Securities to the Director or Employee, which is not required to seek approvals from any governmental authorities since it is deemed to have been already generally approved by the SEC. After the completion of exercising 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. 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 2 March 2010 9.2 The date fixed to determine shareholders entitled to attend AGM (Record Date) 17 March 2010 9.3 The share register book closing date for gathering shareholder's names 18 March 2010 9.3 The date of Annual General Meeting of Shareholders No.15/2010 30 April 2010 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)