ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Ref. SS. / 1239 / 2009 24 September 2009 Subject : Issuance and Offering for Sale of New Shares in a Private Placement, Amendment of the Issuance and Offering of Warrants on Ordinary Shares of the Company to the Existing Shareholders, and Setting up the Extraordinary Meeting of Shareholders No. 1/2009 To : President The Stock Exchange of Thailand Enclosure : Features of Warrants Representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited to be offered to the existing shareholders in proportion of their respective shareholdings The Board of Directors' Meeting of Sansiri Public Company Limited ("the Company") No.7/2009 held on 23 September 2009 passed its significant resolutions as summarized below: Item 1. Approved the Issuance and Offering for Sale of New Shares in a Private Placement as well as the relating matters and to propose this matter to the Shareholders Meeting for furtherconsideration and approval, the details of which are as follow: - To allot the 1,473,000,000 new ordinary shares (approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) to be issued and offered on a Private Placement basis at the price according to the relevant laws and/or rules and/or regulations of the SEC. The allotment and offer of such new ordinary shares may be made in whole at one time or divided into several parts to be offered and sold from time to time, at the price which is not less than 4.28 Baht per share and not less than 90 percent of the Market Price of the Company's share, calculated according to the relating rules and regulations, prior to the offering date by way of Private Placement. The Board of Directors or any person assigned by the Board of Directors shall be authorized to allocate such new ordinary shares, locally and/or internationally, and shall also be authorized to fix the subscription period, conditions and any other relating details of each allotment and offer, including the determination of the offering price and Market Price in accordance with the SEC announcements relating thereto. And the Company shall, from time to time, affect the registration to change its paid up capital to the Public Companies Registrar,based on each payment of the subscribers. In case there are any shares remaining unsubscribed from those offered via the subscription, the Board of Directors will propose to the next shareholders' meeting for its consideration about either canceling or re-allotting them pursuant to the resolution of such shareholders' meeting. Item 2. Approved the amendment of the Issuance and Offering of Warrants on Ordinary Shares of the Company to the Existing Shareholders which was approved by the resolution in the Annual General Meeting of Shareholders No.14/2009 held on 29 April 2009 but not yet beingissued and offered as well as the relating matters, the details of which are as follow: 2.1 To cancel the Plan to Issue and Offer of Warrants on Ordinary Shares of the Company to Existing Shareholders and cancel the allotment of 1,473,314,346 shares to be reserved for the exercise of the right of the Warrants which were approved by the resolution of the Annual General Meeting of Shareholders No. 14/2009 held on 29 April 2009, but not yet being issued and offered, and to propose this matter to the Shareholders Meeting for further consideration and approval. 2.2 Issue the warrants representing rights to purchase ordinary shares of the Company No. 1 ("SIRI-W1") in the number of 736,814,346 units to the Company's existing shareholders in proportion of their respective shareholdings, without a charge, at the ratio of 2 existing ordinary shares to 1 unit of the warrant, at the exercise price of Baht 5.20 per share. The Record Date for the names of shareholders entitled to receive the warrants is fixed on 9 October 2009,and the names of entitled shareholders will be gathered pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by means of closing of the share register book and suspension of share transfer on 12 October 2009. The details of the warrants are appeared in "Summary of the Features of Warrants Representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited" attached herewith (Enclosure). In this regard, the subscriber of the newly issued shares offered for sale in the Private Placement basis (in Item 1 above) shall not be eligible to receive the warrants in this scheme. The Board of Directors will propose this matter to the Shareholders Meeting for further consideration and approval. In addition, the Board of Directors will also propose to the said Shareholders Meeting to consider and approve the Board of Directors and/or the authorized signatories of the Company and/or their assignees to be empowered (1) to determine and amend any other necessary and appropriate conditions and details in connection with the warrant issuance, such as details of the offering, (2) to execute application, necessary supporting documents and evidence relating to the issuance of the warrants, including to contact and to file such application forms, documents and evidence to the authorities or government agencies concerning the warrant issuance and the listing of the warrants on the Stock Exchange of Thailand, and (3) to take any other actions which are deemed necessary and appropriate for the issuance and allocation of the warrants. 2.3 To allot the 736,814,346 new ordinary shares (approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) as the shares reserved for the exercise of the right of the Warrants : SIRI-W1 and to propose this matter to the Shareholders Meeting for further consideration and approval. Item 3. To propose for approval at the Shareholders Meeting for the decrease of the registered capital of the Company, which will be made from the existing registered capital of 19,143,425,802.64 Baht to be the new registered capital of 15,991,205,802.64 Baht by canceling its registered but un-issued share in the number of 736,500,000 shares. Furthermore, after the cancellation of the said shares, the Company still has 52,820,000 registered and un-issued shares being reserved for the exercising right of the warrant issued pursuant to ESOP # 5/2006 Plans. Then, the registered capital of the Company will be 15,991,205,802.64 Baht, divided into 3,736,263,038 shares at the par value of 4.28 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 4. To set date for an Extraordinary Meeting of Shareholders No. 1/2009 will be held on 6 November 2009 at 10.00 a.m., at Infinity Room No. 1, Pullman Bangkok King Power Hotel, 8/2, Rangnam Road, Thanon Payathai Sub-district, Rajthevi District, Bangkok 10400. Item 5. To fixed the Record Date on which shareholders have the right to attend the Extraordinary Meeting of Shareholders No. 1/2009 and to receive the Warrants SIRI-W1 on 9 October 2009 and fixed the share register book closing date on 12 October 2009 for gathering shareholder's names under the Section 225 of the Securities and Exchange Act B.E. 2535 (amended B.E. 2551). However, the right to receive the Warrants is still uncertain as it has not yet been approved by the shareholder on 6 November 2009. Item 6. To propose the following agendas at the Extraordinary Meeting of Shareholders No.1/2009 : Agenda Item 1. To consider and certify the Minutes of the Annual General Meeting of Shareholders # 14/2009 held on 29 April 2009. Agenda Item 2. To consider and approve the Issuance and Offering for Sale of the 1,473,000,000 New Ordinary Shares in a Private Placement as well as the relating matters. Agenda Item 3. To consider and approve the amendment of the Issuance and Offering of Warrants on Ordinary Shares of the Company to the Existing Shareholders which was approved by the resolution in the Annual General Meeting of Shareholders No. 14/2009 held on 29 April 2009 but not yet being issued and offered as well as the relating matters Agenda Item 4. To consider and approve the decrease of the registered capital of the Company, which will be made from the existing registered capital of 19,143,425,802.64 Baht to be the new registered capital of 15,991,205,802.64 Baht by canceling its registered but un-issued share in the number of 736,500,000 shares. Agenda Item 5. To consider 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 6. Other businesses (if any). Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Senior Executive Vice President