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Enclosure (2) Plan to Privately Issue and Offer the Common Share-Purchase Warrants to the Directors and Employees of the Sansiri Public Company Limited and its Subsidiaries # 2 This private issuance and offerring of the common share-purchase warrants to the directors and/or employees of Sansiri Public Company Limited and its subsidiaries was in compliance with the SEC annoucement No. Kor.Jor. 12/2538 dated June 28, 1995 regarding Rules, Conditions and Procedures Governing Submission and Approval of the Issuance and Offering of Shares, Converitble Debentures or Warrants to the Directors or the Employees of the Public Company Limited, the details of which were as follows:- 1. Details of the Warrant 1.1 Type of Warrant : Common share-purchase warrant specified name of the holder, non transferable, except under the conditions provided herein 1.2 Number of Warrants to Be Issued and Alloted : 8,779,400 units 1.3 Par Value Per Unit: Baht-0- 1.4 Offerring Price : Baht-0- 1.5 Type of Allotment : Allotted to the directors and the employees of the Company and its subsidiaries 1.6 Excercise Ratio : 1 unit per 1 common shares 1.7 Excercising Price : Baht 5.- 1.8 Maturity : 5 years from the closing date of the each subscription period 1.9 Number of Shares Issued and Reserved for Excercising Right of Warrant : 8,779,400 shares 1.10 Offerring Procedures: These warrants planed to be offered from time to time during 5 years from the date of SEC. approval, provided that the number of the directors and employees to be offerred every twelve months period will not be more than 35 persons Enclosure (2) - 2 - 1.11 Secondary Market : The common share-purchase warrant issued pursuant to this Plan are specified the names of the holders and non-transferable, therefore only comon shares issued as a result of the exercising right of the warrants will be listed in Stock Exchange of Thailand 2. Rules, Conditions and Procedures of the Offering 2.1 The whole amount of the warrants issued under this plan , i.e. 8,779,400 units, will be offerred to the directors and/or employees of the Company and/or its subsidiaries within 5 year after the approval granted by SEC. in the following manners; (i) 7,339,400 units will be offered to the directors and/or employees of the Company and/or its subsidiaries who have been appointed and/or employed as permanant employees by them on or before the shareholders have approved this Plan. (ii) 1,440,000 units will be reserved for the future offering to directors who will be apponited as a director and/or the employees who will be employed or promoted after the shareholders have approved this Plan. The Chief Executive Officer and the President of the Company will jointly nominate the names of directors and the number of warrants to be offerred to each of them as well as the name of employees of the Company and/or its subsidiaries who will be offerred more than 5% of the total issues for the shareholder approval regarding to item 4 and 5 of this Plan, and will jointly set the criterias for the allotment of the rest of the issues and select the employees who will be eligible to be allotted based on their ranking, years of services and potential contribution to the Company, provided however that, (i) the number of the persons to be alloted during each twelve months period since the first subscription will not be more than 35 persons and (ii) after the shareholders' approval of this plan, if any of the employees will be allotted more than 5% of total issues under this plan the Chief Excutive Officer and the President of the Company will seek approval from the board of directors' and shareholders' meeting before such allocation. 2.2. If there are any warrants which are left unsubscribed by the offeree and/or returned to the Company by the employees who resigns or ceases to be an employee of the Company or its subsidiaries according to the condition contained herein, the Chief Executive Officer and the President will be entitled to re-issued and offer the said unsubscribed and/or returned warrants within the life of this Plan. The re-issued warrants will carry the same right and benefit as the unsubscribed and/or returned warrants in all respects. Enclosure (2) - 3 - 3. Rules, Conditions and Procedures for the Excercising the Right of the Warrant 3.1 The Excercising Period The warrant holders are able to excercise the right of the warrant on any Excercising Dates during the 5 years period commencing from the date SEC approved this Plan (the "Excercise Period") 3.2 The Excercising Procedures In excercising the right of the warrant, the warrant holders may buy the whole or part of the common shares eligible under their warrant certificate(s), provided always that the number of shares to be bought will be not less than one board lot of shares traded in the Stock Exchange of Thailand or the multiplied amount of such number of shares, except for the last time of excercising. 3.3 The Excercising Date Each month during the Excercising Period, the warrant holder may excercise the right of the warrant between 9.00 AM to 4.00 PM on the certain working day(s) as fixed by the Chief Executive Officer and the President of the Company in accordance with the detail conditions and procedures for excercising the right of warrant to be set by them and notified to all warrant holders in writing concurrently with the delivery of the warrant certificate(s). 3.4 The Transfer Conditions 3.4.1 In the event that the employee resigns or ceases to be the employee of the Company or its subsidiaries, he (she) may be able to excercise his (her) right of the warrant held by him (her) in whole or in part for only one time on any Exercising Date within 12 months from the date of the cessation of the employment, after the end of the said period, all the remaining unexcercised warrants will be cancelled and returned to the Company for the re- issuance of the same in accordance with the condition provided in Clause 2.2 hereof. Except the cessation of the employment causing by the misconduct of the employee of which all the unexcercised warrant on the date of cessation will be cancelled and returned to the Company for the re-issuance of the same in accordance with the conditions provided in Clause 2.2 hereof. 3.4.2 The warrant issued under the Plan and the right thereunder cannot be excercised by or transferred or assigned to any person other than the person whose name stated in the warrant certificate, except that person is dead, or deemed to be dead under the law, or incompetant and unable to conduct their own business, or any other events which Chief Executive Officer and President may see fit. If the said incident is occurred, the beneficiary(s) appointed by the warrant holder in writing will be able to excercise the right under that warrant certificate instead of the said warrant holder. Enclosure (2) - 4 - 4. The Names of Directors Being Entitled to Purchase Warrants and the Number of Warrants to Be Issued to Each of Them Under This Plan Names Number of Warrant/Units 1. Mr. Chittin Sibunruang 50,000 2. Mr. Vasant Chatikavanij 50,000 3. Mr. Visarl Chowchuvej 50,000 4. Miss Chitra Srisakorn 50,000 5. Mr. Merrick R. Kleeman. 50,000 6. Mr. Bradford H. Dockser 50,000 7. Mr. Apichart Chutrakul* 900,000 8. Mr. Srettha Thavisin* 1,000,000 9. Mr. Wanchak Buranasiri* 600,000 10. Mr. Thanapol Sirithanachai* 500,000 (* The directors who also be an employee of the Company) In the event that there are any warrant left unsubscribed by any directors due to the denial of the offering or the partial subscription, the Chief Executive Officer and the President will be entitled to re-allot the said unsubscribed warrants to empolyees in accordance with Clause 2.1 (i) above. 5. Names of Employees Being Entitled to Purchase Warrants More than 5% of the Total Issues and the Number of Warrants to Be Issued to Each of Them Under This Plan - none - 6. Financial Assistance Given to the Directors and the Employees - none- 7. The Affects to the Existing Shareholders by the Issuance of this Warrants 7.1 The Dilution Affect In the event that all the warrants issued to the directors and employees of the Company and its subsidiaries under this plan are excercised, the dilution affect calculated based on the existing paid up shares capital will be as follows:- Enclosure (2) - 5 - The number of existing paid up shares capital 245,327,352 shares The number of shares increased by the excercising of the warrants 8,779,400 shares Total number of shares capital after the excercising of the warrants 254,106,752 shares The percentage of existing shareholders after the excercising of the warrants 96.55 % 7.2 The Number of Shares Alloted to Directors and Employees under this Plan Not Exceeding 5% of the Existing Paid Up Shares Capital The number of existing paid up shares capital 245,327,352 shares The number of shares issued and reserved for the excercising of the warrants The #1 Plan 3,486,875 shares The #2 Plan 8,779,400 shares The percentage of the reserved shares compared to the existing paid up shares capital 4.99 % 4.3 The Value Interest Received by the Directors and Employees Not Exceeding 4 % of the Market Capitalization of the Company (Po - Pe) x Qe = 2.253221 % of (Po x Qo) Whereas:- Po = The market price of share of Sansiri Public Company Limited on June 21, 1999 (Baht 13.50) Pe = The Excercising Price (Baht 5.-) Qe = The number of sahres issued and reserved for the excercising of the warrants (8,779,400 shares) Qo = The number of the existing paid up shares capital of Sansiri Public Company Limited before this offering (245,327,352 shares) Enclosure (2) - 6 - 8. The Right of the Common Shares Issued and Reserved for the Excercising of the Warrants The status and the right of common shares issued and reserved for excercising of the right of the warrant issued under this plan will be the same as the existing common shares of the Company and will be entitled to received the dividend when paid. The issuance and allotment of the warrant has to be approved by the affirmative vote of of the voting rights of shareholders who attend the Meeting provided that there is no objection by at least 25 shareholders holding shares at least 15% of paid up shares capital of the Company. The Chief Executive Officer and the President have an authority to fix the relating details of this Plan including seek approval from related governmental agency as well as an authority to do all things as necessary to accomplish it. ****************************