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(Translation) Enclosure (1) Plan to Issue and Offer the Ordinary Share-Purchase Warrants to the Directors and Employees of the Sansiri Public Company Limited and its Subsidiaries # 5 (ESOP # 5/2006) This private issuance and offering of the ordinary share-purchase warrants to the directors and/or employees of Sansiri Public Company Limited and its subsidiaries was in compliance with the SEC Announcement No. Gor. Jor. 36/2544 dated October 19, 2001 regarding Offering Newly Issued Securities to the Directors or the Employees, the details of which were as follows:- 1. Purposes and Necessity 1.1 To have the directors and employees participate in the Company as owners; 1.2 To improve the work morale and to stimulate the best performance of employees and to encourage them to perform their best effort for the benefit of the Company. 1.3 To be an incentive for the employees, who have capacity and perform their best, to work with the Company in the long term. 2. Details of the Warrant 2.1 Type of Warrant : Ordinary share-purchase warrant specified name of the holder, non transferable, except under the conditions provided herein, i.e. the warrant holder is dead, or deemed to be dead under the law, or incompetent and unable to conduct their own business, or any other events which Chief Executive Officer and President may see fit. 2.2 Number of Warrants to Be Issued and Allotted : 52,820,000 units 2.3 Par Value Per Unit : Baht-0- 2.4 Offering Price : Baht-0- 2.5 Type of Allotment : Allotted to the directors and the employees of Sansiri Public Company Limited and its subsidiaries. 2.6 Issuance and Offering Date : The Company's Board of Directors or the persons entrusted by the Board of Directors will determine the date of issuance and offering of Warrants after the Company has been granted approvals from the Shareholders Meeting and the Office of the SEC. 2.7 Exercise Ratio : Except in the case of adjustment of the Exercise Price and Exercise Ratio, 1 unit of Warrant will be entitled to purchase 1 ordinary share. 2.8 Exercising Price Per Unit : Baht 5.- 2.9 Maturity : Not exceeding 5 years from the issuance and offering date. 2.10 Number of Shares Issued and Reserved for Exercising Right of Warrant : 52,820,000 shares 2.11 The adjustment of right : The Company will adjust or change the exercise ratio and price of the warrants in accordance with the formula to be prescribed further, in the following event, increase capital by issuing new ordinary share and/or any securities that can convert into ordinary share by way of right issue and/or public offering; and/or issuing stock dividend; and/or split or combine the par value per share. In this regard, the Chief Executive Officer and the President are authorized to determine the condition as well as other relating details in accordance with relating law and regulation as appropriate. 2.12 Exercise Period : The warrant holder is entitled to exercise the warrant to purchase ordinary shares on the last working day of every calendar month through the term of warrant and it is entitled to exercise its rights for the last time on the maturity date of 5 years. If the maturity date is not working day, the warrant holder is entitled to exercise for the last time on the next working day. 2.13 Exercise Date : Except during the temporary prohibited exercise period, such as the period when the Company is in the process of issuance and offering its newly issue share or other case as to be determined by the Chief Executive Officer and the President and any of their designated persons, the warrant holder shall be entitled to exercise the warrant to purchase ordinary shares on the last working day every calendar month during 9.00 Hours to 16.00 Hours ("Period of Expression for Exercising Right'), commencing from the first month that be entitled to exercise the warrants. In this regard, the Period of Expression for Exercising Right, the exercise ratio, the exercise price as well as the venue for exercising right shall be notified to the warrant holders at not less than the 5 working days prior to each of the said period, except the last exercising right ("the Last Period of Expression for Exercising Right"),the Company will notify such details to the warrant holders by posted the announcement at the Head Office of the Company and its subsidiaries, or via electronic mail at least 15 days prior to the end of the Last Period of Expression for Exercising Right. 2.14 Secondary Market : The ordinary share-purchase warrant issued pursuant to this Plan are specified the names of the holders and non-transferable, except under the conditions provided herein, i.e. the warrant holder is dead, or deemed to be dead under the law, or incompetent and unable to conduct their own business, or any other events which Chief Executive Officer and President may see fit. Therefore, only ordinary shares issued as a result of the exercising right of the warrants will be listed in the Stock Exchange of Thailand. 3.The names of the directors being entitled to purchase warrants under this plan and the number of warrants to be issued to each of them No. Name Position Number of % of Total Allocated Allocated Warrants Warrants 1 Mr. Kovit Poshyananda Chairman of the Board 1,000,000 1.89 and Chairman of the Audit Committee 2 Mr. Chittin Sibunruang Deputy Chairman of the Board 800,000 1.51 3 Mr. Visarl Chowchuvech Director and member of the Audit Committee 800,000 1.51 4 Ms. Chittra Srisakorn Director and member of the Audit Committee 800,000 1.51 5 Mr. Dnuja Sindhvananda Director and member of the Audit Committee 800,000 1.51 6 Mr. Apichart Chutrakul * Director and Chief Executive Officer 2,600,000 4.92 7 Mr. Srettha Thavisin * Director and President ,600,000 4.92 8 Mr. Wanchak Buranasiri * Director and Senior Executive Vice President 2,600,000 4.92 9 Mr. Thalin Aeimtitiwat * Director and Executive Vice President, Accounting 1,500,000 2.84 10 Mr. Nopporn Boonthanom * Director 1,350,000 2.56 11 Mr. Uthai Uthaisangsuk * Director of the subsidiary companies and Executive Vice President, Business Development & Project Management 1,500,000 2.84 12 Mr. Mayta Chanchamcharat * Director of the subsidiary companies 1,350,000 2.56 13 Mr. Piyabutr Lertdumrikarn * Director of the subsidiary companies 1,200,000 2.27 14 Mr. Wirote Kappiyajanya * Director of the subsidiary company 1,000,000 1.89 15 Mr. Steven Mark Willougby * Director of the subsidiary company 1,000,000 1.89 Total 20,900,000 39.57 Remark * Being the director and the executive of the Company and/or its subsidiaries who is entitled to purchase warrants. 4. The names of the employees being entitled to purchase warrants more 5% of the total warrants issued under this plan and the number of warrants to be issued to each of them - N.A. - 5. The Affects to the Existing Shareholders by the Issuance of this Warrants 5.1 he shares' market price (price dilution) In the event that all of 52,820,000 units of warrants were exercised at the exercise price of Baht 5.- per unit, there will not be dilution effect of the market price due to the fact that the exercise price is higher than the market price (no discount from the market price). Provided that, the above-mentioned market price is calculated from the weighted average closing price per share of the Company's shares being traded in the SET during the period of 15 consecutive trading days before the date that the Board of Directors has resolved to approve the ESOP # 5/2006 Plan as well as to determine the exercising price under such Plan, the details of which are as follows: Date High Low Close Average Volume Value ( x 1000) (Million Baht) 23/2/2549 3.14 3.06 3.10 3.11 10,139.50 31.50 22/2/2549 3.18 2.98 3.12 3.11 40,129.60 124.90 21/2/2549 3.00 2.96 2.98 2.98 951.00 2.83 20/2/2549 3.06 2.94 3.00 3.01 7,231.30 21.76 17/2/2549 3.08 3.02 3.06 3.05 10,595.00 32.33 16/2/2549 3.02 2.94 3.02 2.99 3,808.60 11.39 15/2/2549 3.02 2.90 2.94 2.96 6,825.50 20.21 14/2/2549 2.92 2.86 2.90 2.89 3,444.60 9.95 10/2/2549 2.92 2.90 2.92 2.91 3,354.70 9.75 9/2/2549 2.92 2.84 2.90 2.91 3,591.90 10.44 8/2/2549 3.00 2.90 2.90 2.95 5,415.60 16.00 7/2/2549 2.98 2.92 2.94 2.94 3,115.70 9.17 6/2/2549 2.94 2.90 2.94 2.93 636.10 1.86 3/2/2549 2.94 2.76 2.94 2.88 1,805.90 5.20 2/2/2549 3.00 2.74 2.82 2.86 3,964.90 11.33 The weighted average closing price during the period of 15 consecutive trading days is 3.03 baht. Moreover, the Board of Directors Meeting of the Company # 2/2006 held on 24 February 2006 had passed the resolution to propose for approval at the Annual General Meeting of the Shareholders for the year 2006 which will be held on 20 April 2006, for the decrease of its registered capital by reducing par value of its share, from 5 baht to 4.28 baht, in order to offset the outstanding discount on share value which will not affect the book value of the share. This reducing par value may effect to the market price of the Company's shares, however, the Company cannot calculate the price dilution due to the fact that the Company may not foresee its closing price as at the date that the shareholders meeting consider and approve the said reducing par value. 5.2 The Affects to The profit sharing or voting right of the existing shareholders (control dilution) In the event that all of 52,820,000 units of warrants were exercised while the total number of shares sold of the Company at present (as at 20 April 2006 which the Annual General Meeting of Shareholders for the year 2006 will be held on such date) are 1,473,628,692 shares, the affect to profit sharing or the voting right of the existing shareholders would be reduced by 3.58 % of the previous profit sharing and voting right. 6. Rules, Procedures and Conditions of the Offering 6.1 Principle of Allocation - Allocation to the directors and the employees of Sansiri Public Company Limited and its subsidiaries. - There are no person who will be eligible to be alloted more than 5% of the total warrants issued under this Plan. - Qualifications of Directors and Employees of the Company and/or its subsidiaries eligible for warrants allocation are as follows: (a) Being a director of the Company and/or its subsidiaries at the date of issuance and offering of warrants. (b) Being an employee of the Company and/or its subsidiaries at the date of issuance and offering of warrants. (c) In exceptional case other than Clause (a) and (b), the case will be proposed to the Company's Compensation Committee for consideration; and (d) The number of warrants to be allocated to each of the directors and employees of the Company and/or its subsidiaries will not necessarily be the same number. In this regard, the Chief Executive Officer and the President of the Company shall be authorized to set the criteria for the allotment and select the employees who will be eligible to be allotted based on their ranking, years of services and potential contribution to the Company. 6.2 Offering Procedures The allotment of these warrants to the directors and employees of the Company and its subsidiaries will be made after the Company has been granted approvals from the Shareholders' Meeting and the Office of the SEC. The total number of shares reserved for exercising the warrant issued this time, 52,820,000 shares, including the number of shares issued and/or reserved for exercising the warrant formerly issued to the directors and employees of the Company and its subsidiaries during previous 5 years period and other relating securities in accordance with the provision of the SEC Announcement No. Gor. Jor. 36/2544 regarding Offering Newly Issued Securities to the Directors or the Employees, will not be more than 5% of the total paid-up shares capital of the Company. The calculation is made in the following manner: Descriptions of the Items Number of Shares (1) The number of shares reserved of exercising right of the warrants issued this time. - 52,820,000 shares (2) The number of shares reserved of exercising right of the warrants issued to the Directors and Employees during the previous 5 years period prior to the submission of this Plan. Whereas, the Number of shares which are counted in accordance with the preceding paragraph are those issued at the price at the discount to the market price of the shares prior to the offering date. : 9,194,400 shares (Dividing into the shares issued and/or reserved for each ESOPs as follows: ESOP#2 8,553,400 shares ESOP#3 641,000 shares (3) The number of shares issued and sold by way of right offering prior to the issuance of the warrants under this Plan. : 8,091,517 shares Whereas, the Number of shares which are counted in accordance with the preceding paragraph, were the shares which in the SEC's opinion, were issued directly or indirectly relating to the shares issued in (2) above. the details are as follows: (1) The number of shares issued as right offering to the shares issued under previous ESOPs (i.e., ESOP#1, ESOP#2 and ESOP#3) are 7,778,183 shares; and (2)the number of shares reserved for adjustment of the exercising right of the previous ESOPs are 313,334 shares. Total : 70,105,917 shares Total number of shares sold of the Company (as at 20 April 2006 which the Annual General Meeting of Shareholders for the year 2006 will be held on such date) : 1,473,628,692 shares Percentage of the paid up shares capital as of the submissio date. : 4.76 % 6.3 Conditions for the Exercising the Right of the Warrant (a) 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 exercise his (her) right of the warrant to purchase the ordinary shares which he (she) is entitled to exercise right of warrants in the said exercise period, in whole or in part, for only one time on any Exercising Date within 1 month from the date of the cessation of the employment, after the end of the said period, all the remaining un-exercised warrants will be cancelled. Except the cessation of the employment causing by the misconduct of the employee of which all the un-exercised warrant on the date of cessation will be cancelled on such cessation date. (b) The warrant issued under the Plan and the right thereof cannot be exercised 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 incompetent and unable to conduct their own business, if the said incident is occurred, the beneficiary(s) appointed by the warrant holder in writing, and/or the assignee(s) will be able to exercise the right under that warrant certificate as stated in clause 6.3 (a) instead of the said warrant holder. Or any other events which Chief Executive Officer and President may see fit. (c) The Chief Executive Officer and the President shall be authorized to determine any additional exercise conditions concerning the exercise prohibited period and the number of warrants which can be exercised during each period of time during the Maturity period of the issued warrants. In this regard, the Company will inform the said additional conditions to the directors and/or the employees of the Company and its subsidiary, who being entitled to purchase warrants, together with such warrants offering. 7. Financial Assistance Given to the Directors and the Employees - N.A. - 8. The Right of the Ordinary Shares Issued and Reserved for the Exercising of the Warrants The status and the right of ordinary shares issued and reserved for exercising of the right of the warrant issued under this plan will be the same as the existing ordinary shares of the Company and will be entitled to receive the dividend when paid. 9. Veto right of shareholders The issuance and allotment of the warrant has to be approved by the vote of not less than three quarters (3/4) of the voting rights of shareholders who attend the Meeting provided that there is no objection by the shareholders holding shares at least 10% of the voting rights of shareholders who attend the Meeting. 10.Other conditions The Chief Executive Officer and the President or any other person(s) designated by the Chief Executive Officer and the President shall be responsible for filing any request for approval with the relevant or competent authority as well as an authority to do all things as necessary to accomplish it. Moreover, they also have the power to determine, add and/or amend any other related principles or terms and conditions, including the details for such offering for sale of the aforesaid warrants, the reasons for issuing newly shares as a result of change of the exercise price of such warrants and/or the exercise ratio as may be deemed appropriate, all of which subject to the relevant laws, rules and regulations.