ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Ref. SS./ 0089 /2004 11 February 2004 Subject : The adjustment of the exercise price and exercise ratio of warrant issued under ESOP Plans of Sansiri Public Company Limited To : President The Stock Exchange of Thailand Whereas the Extraordinary Shareholders Meeting # 1/2003 of Sansiri Public Company Limited, held on 17 November 2003, has passed the resolution approving the allotment of newly issued shares pursuant to the Company's capital increase in the amount of 589,218,474 new ordinary shares, to the Company's existing shareholders in proportion to their shareholding entitlements, the subscription ratio is 3 existing shares to 2 newly issued ordinary shares at the price of Baht 5 per share. The Board of Directors are authorized to have the power to do any acts and things necessary for and relevant to the offering of shares to the existing shareholders in all respects, and; Whereas the Board of Directors of the Company in the meeting # 1/2004 held on 29 January 2004 has passed the resolution to offer the said ordinary shares to be allotted to the Company's existing shareholders whose names appear in the Share Register Book of the Company on 13 February 2004 at 12.00 noon in proportion to their shareholding entitlements. The Company would like to inform that since the said ordinary shares offered to the existing shareholders, are offered in the net price below 90 percent of "the market price of the ordinary shares of the Company", which affect the exercise price and exercise ratio of the warrants under the Plan to Privately Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Sansiri Public Company Limited and its Subsidiaries (ESOP # 2, 3 and 4). Therefore, pursuant to the conditions for adjustment of the right of the warrants, the Company has considered and adjusted the exercise price and exercise ratio of warrants (ESOP # 2, 3 and 4) as follows: The adjustment of the exercise price and exercise ratio of warrant issued under ESOP # 2 and ESOP # 3 Previous New Exercise price per share: 5 Baht 5 Baht Exercise ratio : 1 unit per ordinary share 1 share 1.30901 shares The adjustment of the exercise price and exercise ratio of warrant issued under ESOP # 4 Previous New Exercise price per share: 6 Baht 5 Baht Exercise ratio : 1 unit per ordinary share 1 share 1.30901 shares The adjusted exercise price and exercise ratio of warrant issued under ESOP plans will be in effect from February 2004 onwards. The detail of the calculation of new exercise ratio and new exercise price of warrant are as follows: 1. Formulas The Exercise Price will be changed in accordance with the following formula: Price 1 = Price 0 x [(A x MP) + BX ] [MP (A + B)] The Exchange Ratio will changed in accordance with the following formula: Ratio 1 = Ratio 0 x [ MP (A + B) ] [ (A x MP) + BX ] Whereas: Price 1 = Exercise Price after the change Price 0 = Exercise Price before the change = 5.- Baht for the warrants issued under ESOP # 2 and # 3; and = 6.- Baht for the warrants issued under ESOP # 4 Ratio 1 = Exercise Ratio after the change Ratio 0 = Exercise Ratio after the change = 1 MP = "Market Price of the Company's ordinary Shares" = Baht 12.20 [The "Market Price of the Company's ordinary Shares" is specified as the weighted average market price of the ordinary shares of the Company traded on the Stock Exchange of Thailand during 5 business days prior to the first date that the XR sign is posted (the date that the ordinary shareholders do not receive the right to subscribe for the new shares) (The weighted average market price is equaling to the total value of the purchase and sale divided by the number of shares purchased and sold.)] A = Amount of fully paid-up ordinary shares as of the day prior to the day of closing the share register book for the subscription of newly issued ordinary shares and/or the first offering day in case the offering is made to general public = 883,827,711 shares B = Amount of newly issued ordinary shares to be offered to the existing shareholders and/or general public = 589,217,474 shares BX = Total amount of money received less the offering fee and the underwriting fee of any newly issued ordinary shares offered to the existing shareholders and/or general public = 2,946,092,370.- Baht 2. The result of the calculation of exercise price and exercise ratio The exercise price and the exercise ratio of the warrants issued under ESOP# 2 4 after adjustment are as follows: The new exercise price = 5 (or 6) x [ (883,827,711 x 12.20) + 2,946,092,370 ] [ 12.20 x (883,827,711 + 589,218,474) ] = 3.820 Baht per share for the shares that can be exercised at 5.- Baht per share and 4.584 Baht for the shares that can be exercised at 6.- Baht per share However, since the result of the calculation for the new exercise price according to the above formula, the new exercise price is less than the par value of share of the Company. In this case, according the adjustment condition, the new exercise price will equal to par value of share of the Company, i.e. 5.- Baht per share. The new exercise ratio = 1 x [ 12.20 x (883,827,711 + 589,218,474) ] [ (883,827,711 x 12.20) + 2,946,092,370 ] = 1.30901 Please be informed accordingly. Yours sincerely, (Mr. Srettha Thavisin) President -2-