26 กุมภาพันธ์ 2552

Preliminary features of Right Warrants

Enclosure (2) The preliminary features of Right Warrants to be allotted to the shareholders Sansiri Public Company Limited 1. Nature : Warrants for the purchase of ordinary shares of Sansiri Public Company Limited # 1 (SIRI-W1) being offered to the existing shareholders of the Company in proportion of their shareholding. 2. Type : Specified name of the holder and transferable. 3. Number of warrants : not exceeding 1,473,314,346 units. to be issued and allotted 4. Offering price per unit : -0- baht. 5. Exercise ratio : 1 unit of warrant will be entitle to purchase 1 ordinary share (subject to variation in accordance with the specified adjustment conditions). 6. Exercise price : 4.28 baht per share. However, a price adjustment may be made in accordance with the specified adjustment conditions. 7. Maturity : Not exceeding 5 years from the issuance and offering date. 8. Offering Method : The Warrants will be offered to the existing shareholders whose name are appeared in the share register book as at the book closing date (XW). The book closing date will be determined after the approval for the issuance and offer of the Warrants from Office of the Securities and Exchange Commission having been granted. The Allocation ratio is 2 existing shares to 1 unit of Warrant (any fraction shall be disregarded). 9. Exercise Period : The Warrant holder is entitled to exercise the warrant after the second anniversary of the issuance and offering date of the Warrants has elapsed (the "Commencement Date"). The Warrants exercise date is the last business day of every quarter of each calendar year (March, June,Septmeber and December) throughout the maturity of the Warrant. The Warrants are firstly exercisable on the last business day of the quarter after the Commencement Date. The last exercise date will be on the fifth anniversary of the issuance and offering date of the Warrants. If the last exercise date is not a business day, it shall be postponed to the preceding working day prior to the last exercise date. 10. Number of shares issued and reserved for exercising right of warrant : not exceeding 1,473,314,346 shares, equivalent to 50 percent of the total paid-up shares capital of the Company as on the date when the application for the approval of issuance and allotment of the Warrants has been submitted to the Office of the SEC. 11. Secondary market : The warrants will be listed on the Stock Exchange of Thailand. 12. Affects to the shareholders : Since the warrants will be offered to the existing shareholders by way of a right offering, no material effects arise among them. However, if there are third parties (who are not the existing shareholders) exercising the warrants in full to purchase all shares, there will be the effects to existing shareholders in terms of (1) the profit per share being reduced not exceeding 33.33 percent and (2) voting right being diluted not exceeding 33.33 percent. The said calculation is made based on the total issued shares as of the date on which this SIRI-W1 is submitted to the Office of Securities Exchange Commission for approval. 13. Other details : The Company will submit an application for the approval of issuance and allotment of the Warrants to the Office of the SEC after the issue and offer for sale of the shares in the private placement pursuant to the notification of the SEC no. Gor Jor 12/2543, which have been approved by the shareholders at the Extraordinary Meeting of Shareholder # 1/2007 held on 18 January 2007,and the registeration for the change of the amount of paid up capital of the Company are completed. In case that there are any increase-capital shares which are offered for sale in such private placement being left unsubscribed, the Board of Directors will have the authority to to reduce the number of such Warrants to be issued and offered to be equivalent to the number to be allotted to the Company's shareholders on the ratio of 2 existing shares to 1 new Warrant. The Board of Directors also has authority to reduce the number of new ordinary shares reserved for the Warrant exercise to be in accordance with the reduced number of Warrants.