ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Ref. SS./ 0218 / 2006 27 February 2006 Subject : Sansiri Public Company Limited announces annual dividend payment and sets date for Annual General Meeting of Shareholders # 11/2006 To : President The Stock Exchange of Thailand Enclosure : (1) Summary of Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006). (2) The details of plan to issue and offer debenture The Board of Directors of Sansiri Public Company Limited in meeting # 2/2006 held on 22 February 2006 during 14.00 hours to 15.00 hours at 16th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok, has approved the following resolutions: Item 1. To propose for approval at the Annual General Meeting of Shareholders for the audited balance sheets, profit and loss statements for the year ended 31 December 2005. Item 2. To propose for approval at the Annual General Meeting of Shareholders for the decrease of the registered capital of the Company, which will be made from the existing registered capital of 7,746,876,485 Baht to be the new registered capital of 7,743,278,530 Baht by canceling its registered but un-issued share in the number of 719,591 shares, classified into 2 portion, i.e.; (1) The 412,868 ordinary shares Background Information and Reason : At first, the said shares were reserved for the exercising right of the warrant approving at the resolution of the Extraordinary Meeting of Shareholders # 1/1999 held on 29 July 1999 (under the ESOP # 2 Plan, lot 2 only) for which the warrant holders was entitled to exercised their rights until the expiration date on 20 February 2006. After the expiration date was elapsed, there were the shares reserved for the exercising right of warrant under the ESOP # 2 Plan (lot 2 only) remaining un-issued, totaling 412,868 shares which the Company had to cancel them. (2) The 306,723 ordinary shares Background Information and Reason : At first, the said shares were reserved for the exercising right of the warrant approving at the resolution of the Annual General Meeting of Shareholders # 5/2000 held on 24 April 2000 (under the ESOP # 3 Plan) for which the warrant holders was entitled to exercised their rights until the expiration date on 20 February 2006. After the expiration date was elapsed, there were the shares reserved for the exercising right of warrant under the ESOP # 3 Plan remaining un-issued, totaling 306,723 shares which the Company had to cancel them. Furthermore, the 75,027,014 registered and un-issued shares left are reserved for the exercising right of the warrant issued pursuant to all ESOP Plans. Then, the registered capital of the Company will be 7,743,278,530 Baht, divided into 1,548,655,706 shares at the par value of 5 Baht per share, as well as, the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 3. To propose for approval at the Annual General Meeting of Shareholders for the cancellation of the Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2003) under approving at the resolution of the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003 which have not been issued and offered yet. Background Information and Reason : As the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003 had passed the resolution to approve the ESOP # 5/2003 Plan. It appeared that from the said approval date until now, the Company had not yet issued and offered the warrant under the shareholders' approval due to the fact that during the filing for approval with the Office of SEC, the Company had to adjust and amend the information regarding several significant issues which has been changed over the time elapsed thus that make resulting the permission delayed. And the Company was forced to withdraw the application by operation of laws. Item 4.To propose for approval at the Annual General Meeting of Shareholders for the Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006), the details of which are appeared in the Enclosure (1) attached herewith. Item 5.To propose for approval at the Annual General Meeting of Shareholders for the cancellation of the resolution of the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003, particularly the approval of the allotment of the newly issued shares as the reserved shares for the exercise right of the warrants issued under the ESOP # 5 Plan (ESOP # 5/2003), which will be canceled pursuant to the item 3 abovementioned. And propose for the approval of using the said shares to allot as the reserved shares for the exercise right of the warrants issued under the Plan to Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006), which will be proposed to the shareholders' approval according to the item 4 abovementioned instead. Item 6.To propose for approval at the Annual General Meeting of Shareholders for the plan to eliminate the outstanding discount on share value in order to comply with the recent interpretation of the Federation of Accounting Professions, concerning the accounting practice regarding the capital reduction to offset the retained losses, by way of decreasing the registered capital of the Company by reducing par value of the share, from 5 Baht to 4.28 Baht, or reduction of 72 Stang per share. The reduced amount of registered capital of 1,061,012,658 Baht would be used to write-off the mainly outstanding discount on shares value in the amount of 1,068,616,965 Baht, after write off, the balance of the discount on shares value would be 7,604,307 Baht. This remaining balance of the discount on shares value of 7,604,307 Baht will be offset with the retained earning when the Company adjust the accounting record to comply with the comments of the Federation of Accounting Professions. tem 7.To propose for approval at the Annual General Meeting of Shareholders for the decrease of the registered capital of the Company (after the Company had already decreased the registered capital by canceling its registered but un-issued share as stated in the item 2), which will be made from the existing registered capital of 7,743,278,530 Baht to be the new registered capital of 6,628,246,421.68 Baht, by reducing par value of the share, from 5 Baht to 4.28 Baht, in order to offset the outstanding discount on share value, the reduced amount of registered capital will not be refunded to the shareholders, as well as, the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Item 8.To propose for approval at the Annual General Meeting of Shareholders for the dividend payment of 0.22 Baht (Twenty Two Stang) per share for the operational results from 1 January 2005 to 31 December 2005. The approved dividend will be paid to shareholders on 19 May 2006. Item 9.To propose for approval at the Annual General Meeting of Shareholders for the re-appointment of the directors who must retire on expiration of their terms as directors of the Company as follows: (1) Mr. Kovit Poshyananda (2) Mr. Wanchak Buranasiri (3) Mr. Thalin Aeimtitiwat (4) Mr. Nopporn Boonthanom Item 10.To propose for approval at the Annual General Meeting of Shareholders for the remuneration for the year 2006 to the Board of Directors and Audit Committee at the rate as follows: 10.1 The remuneration to the Board of Directors - The remuneration shall be paid in the form of meeting allowance, at the new rate, amounting to 20,000.-Baht for each director per one meeting. However, the meeting allowance will not be paid more than 2 times in one month, i.e. if the meetings are held more than 2 times in any particular month, the meeting allowance will be paid for only the first 2 meetings. - To fix the special remuneration to the five non-executive directors as follows: Name Position Special Remuneration Rate (Baht) Mr. Kovit Poshyananda Chairman of the Board 1,000,000.- Mr. Chittin Sibunruang Deputy Chairman of the Board 750,000.- Mr. Visarl Chowchuvech Independent Director 750,000.- Miss Chitra Srisakorn Independent Director 750,000.- Mr. Dnuja Sindhvananda Independent Director 750,000.- 10.2 The remuneration to the Audit Committee shall be paid in form of salary, amounting to 50,000.- Baht per month for Chairman and amounting to 30,000.- Baht per month for other members. Item 11.To propose for approval at the Annual General Meeting of Shareholders for the appointment of Mr. Sophon Permsirivallop, holder of auditor's license No. 3182 or Miss Rungnapa Lertsuwankul, holder of auditor's license No. 3516 or Miss Sumalee Reewarabandith, holder of auditor's license No. 3970 or Miss Vissuta Jariyathanakorn, holder of auditor's license No. 3853 of Ernst & Young Office Limited as the Company's auditor with the auditing fee for the fiscal year ending 31 December 2006, by fix the auditing fee for the whole Company's group, amounting to 4,100,000.-Baht Item 12.To propose for approval at the Annual General Meeting of Shareholders for the issuance and offering of debenture, the details of which are appeared in the Enclosure (2) attached herewith. Item 13.To set date for an Annual General Meeting of Shareholders # 11/2006 will be held on 20 April 2006 at 10.00 hours, at Kamolthip Room # 3, the 2th Floor, Siam City Hotel, No. 477 Sri Ayutthaya Road, Rajthevi, Bangkok. Item 14.To set date for closing the company share register for the right to attend the meeting and for the right to receive the dividend will be on 31 March 2006 at 12.00 noon onwards until the meeting has adjourned. Item 15.To propose the following agendas at the Annual General Meeting of Shareholders # 11/2006: Agenda Item 1. To consider and certify the Minutes of the Annual General Meeting of Shareholders # 10/2005 held on 29 April 2005. Agenda Item 2. To consider and certify the Company's annual report and the board of directors' report of the work done for the period of 2005. Agenda Item 3. To consider and approve the Company's balance sheets, profit and loss statements which have been audited by the auditor of the Company ended 31 December 2005. Agenda Item 4. To consider and approve the decrease of the registered capital of the Company (by canceling its registered but un-issued share) and approve the amendment to Clause 4. of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Agenda Item 5.To consider and approve for the cancellation of the Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2003) under approving at the resolution of the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003 which have not been issued and offered yet. Agenda Item 6. To consider and approve the Plan to Issue and Offer the Ordinary Share- Purchase Warrants to the Directors Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006). Agenda Item 7. To consider and approve for the cancellation of the resolution of the Extraordinary Meeting of Shareholders # 1/2003 held on 17 November 2003, particularly the approval of the allotment of the newly issued shares as the reserved shares for the exercise right of the warrants issued under the ESOP # 5 Plan (ESOP # 5/2003), which will be canceled pursuant to the agenda item 5 abovementioned. And approve the using of the said shares to allot as the reserved shares for the exercise right of the warrants issued under the Plan to Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006), which will be proposed to the shareholders' approval according to the agenda item 6 abovementioned instead. Agenda Item 8.To consider and approve the plan to eliminate the outstanding discount on share value in order to comply with the recent interpretation of the Federation of Accounting Professions, concerning the accounting practice regarding the capital reduction to offset the retained losses. Agenda Item 9. To consider and approve the decrease of the registered capital of the Company (by reducing par value of the share) in order to offset the outstanding discount on share value, as well as, the amendment to Clause 4 of the Memorandum of Association of the Company to be accorded with the decrease of the registered capital. Agenda Item 10.To consider and approve the allocation of the net profit for legal reserves and dividend payments for the operational results from 1 January 2005 to 31 December 2005. Agenda Item 11.To consider and appoint new directors to succeed those completing their terms. Agenda Item 12.To consider and approve the remuneration for the year 2006 to the Board of Directors and the Audit Committee. Agenda Item 13.To consider and appoint the auditor and fix the auditing fee for the year 2006. Agenda Item 14.To consider and approve the issuance and offering of debenture. Agenda Item 15.Other businesses (if any). Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President