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- Information Memorandum - Description, Condition and Major Characteristics of the Warrants representing rights to purchase ordinary shares of Sansiri Public Company Limited No. 1 (SIRI-W1) Listing Date February 3, 2010 (began trading on February 3, 2010) Type of Securities Warrants representing rights to purchase ordinary shares of Sansiri Public Company Limited No. 1 (SIRI-W1) Secondary Market The Stock Exchange of Thailand ("SET") The number of the Warrants 736,792,026 units The number of underlying shares 736,792,026 shares Issuer Sansiri Public Company Limited Rights of the Warrants 1 unit of Warrant per 1 share, at a price of Baht 5.20 per share except in the case that the exercise ratio and/or exercise price is adjusted in accordance with the adjustment of rights as specified in Clause 5 of the Terms and Conditions Governing Rights and Obligations of the Warrant Issuer and the Warrant Holders representing Rights to Purchase Ordinary Shares of Sansiri Public Company Limited No. 1 (SIRI-W1) ("Terms and Conditions") Type of the Warrants In name certificated form and transferable Term of the Warrants 5 years from the issuance date (from issuance date of January 20, 2010 to the date the Warrants reach the 5-year term of January 20, 2015 (and warrants will be delisted on the next day)) Offering Price Baht 0 Distribution of Warrants As of January 20, 2010 The number of The number of the % of present listing warrant holders Warrants the Warrants 1. Warrant holders: 1.1 Director, manager, and 21 41,305,457 5.61% executive management including related persons and associated persons) 1.2 Warrants holders who have 5 324,912,416 44.10% a holding of above 5% including related persons 1.3 Controlling shareholders - - - 2. Small warrant holders hold >= 1 5,547 370,561,596 50.29% trading unit 3. Small warrant holders hold < 1 467 12,557 0.00% trading unit Total 6,040 736,792,026 100.00% Note: 1 Trading unit = 100 Warrants Page 1 Major Holders As of January 20, 2010 Name The number of % of the present Warrants listing Warrants 1 TRENDY PLAN INVESTMENTS LIMITED 99,137,200 13.46% 2 UOB KAY HIAN PRIVATE LIMITED 64,541,666 8.76% 3 RAFFLES NOMINEES (PTE) LIMITED A/C 1 59,016,650 8.01% (Major NVDR Holder) 4 CHASE N0MINEES LIMITED 42 54,517,600 7.40% 5 VIRIYAH INSURANCE CO., LTD. 47,699,300 6.47% 6 NATURAL PARK PUBLIC COMPANY LIMITED 31,360,615 4.26% 7 FINANSA LIFE ASSURANCE CO., LTD. 26,786,400 3.64% 8 UBS AG SINGAPORE, BRANCH-PB SECURITIES CILENT 22,591,050 3.07% CUSTODY 9 MR. SRETTHA THAVISIN* 17,487,358 2.37% 10 KASIKORN BANK PUBLIC COMPANY LIMITED 10,330,743 1.40% Total 433,468,582 58.83% Remark : * Major Holder under the name of Mr. Srettha Thavisin consists of Mr. Srettha Thavisin who hold 16,682,692 units, equivalent to 2.26% of the present listing Warrants, and Mrs. Chodchoi Thavisin (Mother) who hold 804,666 units or equivalent to 0.11% of the present listing Warrants. Warrant Registrar Thailand Securities Depository Company Limited ("Securities Depository") Receiving Agent for the Exercise Legal Department of the Company (the contact information is in Warrants accordance with item no. 4 in the topic "Place to Exercise the Warrants" below.) Page 2 Exercise of Right under the Warrants 1. Exercise Date The warrant holders shall be able to exercise their rights under the Warrants the first time round after 2 years from the Issuance Date (First-Time Exercise Date). The Exercise Date of Warrants is scheduled for the last business day of every quarter (March, June, September and December) of each year from the First-Time Exercise Date throughout the term of the Warrants, and the date on which Warrants reach its 5-year term from the Issuance Date. In this regard, the first Exercise date is scheduled for March 30, 2012 which is the last business day of the first quarter after the First-Time Exercise Date. The last Exercise Date is scheduled for January 20, 2015, which is the same day as the date that the Warrants have reached its 5 year-term after the Issuance Date. In the case the last Exercise Date is holiday determined by the SET, the last Exercise Date shall be moved to the next business day. 2. Period for the Notification of the Intention to Exercise the Warrants Period for the Notification of the Intention to Exercise the Warrants (except the last Exercise of the Warrants) The warrant holders who wish to exercise their rights to purchase ordinary shares of the Company shall give notification of such intention between 9:00 a.m. and 4:00 p.m. of every Business Day within 5 Business Days prior to the Exercise Date ("Period for the Notification of the Intention to Exercise the Warrants"). The Company shall inform the warrant holders of news related to the exercise of the rights, exercise ratio, exercise price, Period for the Notification of the Intention to Exercise the Warrants, and the place to exercise the Warrants through the electronic source of the SET (SCP Client) at least 5 Business Days prior to the Period for the Notification of the Intention to Exercise the Warrants. The Notification of the Intention for the last Exercise of the Warrants The warrant holders who wish to exercise their right to purchase ordinary shares of the Company shall give notification of such intention on Business Days between 9:00 a.m. and 4:00 p.m. of Business Day within 15 Business Days prior to the last Exercise Date ("Period for the Notification of the Intention for the Last Exercise of the Warrants"). The Company shall not close the warrant holders register book to suspend transfer of the Warrants except for the last Exercise Date for which the register book shall have been closed for 21 days prior to the last Exercise Date and shall request the SET to suspend the trading of the Warrants (SP sign). In the case that the day to close the warrant holders register book is a holiday of the SET; it shall be moved to the next business day. The Company shall inform the warrant holders of the Period for the Notification of the Intention to Exercise the Warrants, exercise ratio, exercise price, and the place to exercise the Warrants through the electronic source of the SET (SCP Client) at least 7 Business Days prior to the Period for the Notification of the Intention for the Last Exercise of the Warrants. For the last Exercise of the Warrants, the Company shall send registered mail to the holders whose names appear on the last register book closure on the last day to close the warrant holders register book and disclose information on such exercise through electronic system of SET (SCP Client) at least 7 business days prior to the Period for the Notification of the Intention to Exercise the Warrants. 3. Warrant Registrar The Warrant Registrar shall be Thailand Securities Depository Company Limited ("Securities Depository") In this regard, the Warrant Registrar shall be responsible for the closure of the warrant holders register book. The warrant holders register book shall contain full names, nationalities, and addresses of each of the warrant holders as well as the details as required by the Securities Depository. In the case of the inconsistency of any information, the Company shall deem that the details in the warrant holders register book are the correct one. The warrant holders shall be responsible for the notification of any change or error of details which are recorded in the warrant holders register book, and the Warrant Registrar shall make such change or correct such error. The Company hereby reserves the rights to change the Warrant Registrar and will notify the warrant holders of such change through the electronic source of the SET (SCP Client). Page 3 4. Place to Exercise the Warrants The warrant holders can contact for the exercise of the Warrants on the Period for the Notification of the Intention to Exercise the Warrants at the following address: Legal Department Sansiri Public Company Limited 475 16th floor Siripinyo Building Sri Ayudhaya road, Kwaeng Phayathai ,Khet Rajthevi, Bangkok 10400 Tel: 0 2201 3816 Fax: 0 2201 3477 Procedure for Exercise of the Warrants 1. Processes to Exercise the Warrants The holders of the Warrant may obtain the form for the notification of the intention to exercise the Warrants at the place to exercise the Warrants or download the form from the Company's website (www. sansiri.com) and notify their intentions to exercise the rights to purchase ordinary shares to the address specified in the place to exercise the Warrants. Such notification shall be made in accordance with the Period for the Notification of the Intention to Exercise the Warrants as specified in Clause 2 of 'Exercise of Right under the Warrants' above. In the case that the Warrants are in the scripless system, the Securities Depository shall issue the Warrant Substitute to the warrant holders whose names being notified to the Securities Depository by each securities company to be the holder of the Warrants. The Securities Depository will then send the Warrant Substitute to the securities companies notifying such names so that the warrant holders could use it as evidence in exercising the right to purchase the Company's ordinary shares. The warrant holders who wish to exercise the rights to purchase the ordinary shares shall comply with conditions regarding the notification of the intention to exercise the Warrants by proceeding and submitting documents as follows: a) Submit the completed form for the notification of the intention to exercise the Warrants signed by the warrant holders to the Company within the Period for the Notification of the Intention to Exercise the Warrants; b) Deliver the Warrants or the Warrant Substitute as per the form prescribed by the Securities Depository in the amount specified in the form for the notification of the intention to exercise the Warrants to the Company; c) Pay the exercise price according to the amount specified in the form for the notification of the intention to exercise the Warrants to the Company. The Warrants Holder who wishes to exercise the rights to purchase ordinary shares shall pay the exercise price by check, cashier check or draft which can be called for payment in Bangkok within 2 Business Days and is crossed and made payable to the account the details of which the Company shall further inform the warrant holder through the electronic source of the SET (SCP Client). The exercise of rights to purchase the ordinary shares shall be completed only when the Company collects the payment of such share. If the Company could not collect such payment in whatsoever case that is not according to the fault of the Company, the Company shall consider that such intention to exercise the warrant is nullified without being exercised. d) Supplemented Documents for the exercise of the Warrants 1) Thai natural A certified true copy of identification card or civil officer identification card/ person state enterprise officer identification card that is not expired, including a copy of the house registration (in case of any name /surname changed which cause the unmatched with the name/surname appears on the Warrants. Attached herewith, the copy of any document issued by the governmental authority e.g. marital registered certificate, divorce certificate, certificate of name/surname change etc.) 2) Foreign natural A certified true copy of passport or foreigner certificate that is not expired. person Page 4 3) Thai juristic 3.1) A certified true copy of the affidavit issued by Ministry of Commerce person for no longer than 3 months prior to the Exercise Date which contains the signature of person(s) authorized to sign and affix the seal of such juristic person (if any); and 3.2) A certified true copy of the documents as specified in Clause 1) or 2), as the case may be, of the authorized person(s) who certifies the documents under Clause 3.1) above. 4) Foreign juristic 4.1) A true copy of the certificate of establishment, memorandum of person association and/or affidavit of the juristic person certified by authorized person(s) of such juristic person as well as affixing the seal of such juristic person (if any); and 4.2) A certified true copy of passport of the authorized person(s) who certify the copy mentioned in Clause 4.1) that is not expired A copy of the supplemented document for the notification of the intention to exercise the Warrants of the foreign juristic person as specified in Clause 4.1) and Clause 4.2) above, certified by authorized person(s), shall be notarized by notary public and legalized by Thai Consular or Thai Embassy in the country where the documents have been prepared or certified, which has no more than 1 year-term prior to the Exercise Date. If the warrant holder fails to submit evidence supporting the exercise of the Warrants as mentioned above, the Company reserves the rights to consider that such person has no wish to exercise the rights under the Warrants. e) The warrant holders shall bear the stamp duty or any tax (if any) in accordance with the Revenue Code, any prescription or any law governing the exercise of such rights under the Warrants. 2. The number of Warrants to be exercised shall be a non-fractional number only. The exercise ratio shall be 1 unit of Warrant per 1 share, except in the case that the exercise ratio is adjusted in accordance with the adjustment of rights as specified in the Terms and Conditions. 3. If the Company receives an incomplete or incorrect Warrant or Warrant Substitute, or if the payment received by the Company in an amount less than that specified in the form for the notification of the intention to exercise the Warrants, or if the Company finds any incomplete or incorrect details in such form or the stamp duties attached (if any) are incomplete according regulations or laws, the warrant holder shall amend such incorrectness within the Period for the Notification of the Intention to Exercise the Warrants. If the warrant holder fails to amend such incorrectness within such date, the Company shall deem that the notification of the intention to exercise the Warrant is nullified without being exercised; in this regard, the Company shall return money received to such warrant holder within 14 days after the Exercise Date without any interest in whatsoever case. However, in the case that the warrant holder fails to make a full payment or make excess payment, the Company is entitled to take one of these following actions as the Company may consider appropriate: (a) The Company may deem that the notification of intention to exercise the Warrant is corresponding to (i) the amount of ordinary shares which shall be received according to the rights; or (ii) the amount of ordinary shares to be received according to the payment made on such exercise that the Company actually receives as per the exercise price and exercise ratio at that time (whichever is lower); or (b) The Company may require the warrant holder to make the additional payment in full according to his/her intention to exercise within the Period for the Notification of the Intention to Exercise the Warrants. If the Company does not receive the payment in full within such period, the Company shall deem that the notification of the intention to exercise the Warrant is nullified without being exercised. In case of (a) or (b), the Company shall return the money remained from exercise of the Warrants or the money received without any interest to the warrant holder by registered mail within 14 days after the Exercise Date. Page 5 4. The number of ordinary shares issued when there is an exercise shall be calculated by having the amount of money required for the exercise paid by the warrant holder as described above divided by the Exercise Price. The Company shall issue ordinary shares in a non-fractional number not exceeding the number of the unit of the Warrant times by the Exercise Ratio. If there is an adjustment of exercise price and/or exercise ratio causing ordinary shares to be in fraction after the calculation, the Company shall disregard such fraction and return the money remained from such exercise without any interest to the warrant holder via registered mail within 14 days after the Exercise Date. 5. If the warrant holder, who wishes to subscribe for ordinary shares, completes all conditions of the Process to Exercise the Warrants, i.e. submitting the Warrant or the Warrant Substitute and the form for the notification of the intention to exercise the Warrants including supplemented documents for the subscription and making a full payment for the subscription price, the warrant holder shall be unable to revoke such intention to exercise of rights without obtaining prior written consent from the Company. 6. When the Period for the Notification of the Intention to Exercise the Warrants has lapsed but the warrant holder has not yet complied with all conditions in the processes to exercise the warrants as specified in Clause 1.2.6, it shall be deemed that such Warrant is nullified without being exercised. The warrant holder is thus unable to exercise the rights after the Period for the Notification of the Intention to Exercise the Warrants has lapsed. 7. In the case that the shares allocated for the exercise of the Warrants are not sufficient for the exercise of the Warrant, the Company shall pay damages arising out of the warrant holder's inability to exercise the rights as specified in the Terms and Conditions. (more)