ข่าวแจ้งตลาดหลักทรัพย์

(Translation) 3 March 2010 Subject : Dividend payment, Issuance and Offering of the Ordinary Share- Purchase Warrants to the Directors and Employees of the Company and its Subsidiaries # 6 and Setting up the Annual General Meeting of Shareholder # 15/2010 To : President The Stock Exchange of Thailand Enclosures : (1) Summary of the Plan to Issue and Offer the Ordinary Share- Purchase Warrants of Sansiri Public Company Limited to the Directors and Employees of the Company and its Subsidiaries # 6 (ESOP # 6 Plan) (2) The details of the project to issue and offer debenture The Board of Directors of Sansiri Public Company Limited in its meeting # 2/2010 held on 2 March 2010 at 16th Floor, Siripinyo Building, no. 475 Sri Ayutthaya Road, Thanon Phayathai Subdistrict, Rajthevi District,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 2009. Item 2. To propose for approval at the Annual General Meeting of Shareholders for the allocation of the net profit in the amount of 80,376,876.35 Baht. for the legal reserves. Item 3. To propose for approval at the Annual General Meeting of Shareholders for the dividend payment of 0.52 Baht (Fifty Two Stang) per share for the operational results from 1 January 2009 to 31 December 2009. The approved dividend will be paid to the shareholders on 18 May 2010. Item 4. To propose for approval at the Annual General Meeting of Shareholders for the re-elect of the directors who must retire on expiration of their terms as directors of the Company as follows: 1. Mr. Srettha Thavisin 2. Mr. Wanchak Buranasiri 3. Mr. Jesadavat Priebjrivat 4. Mr. Porntat Amatavivadhana Item 5. To propose for approval at the Annual General Meeting of Shareholders for the remuneration for the year 2010 to the Board of Directors and Audit Committee at the rate as follows: 5.1 The remuneration to the Board of Directors - The remuneration shall be paid in the form of meeting allowance, at the same rate of previous year, 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 sevennon-executive directors as follows: Name Lists Position Special Remuneration Rate (Baht) Mr. Kovit Poshyananda Chairman of the Board / 1,500,000 Independent Director Mr. Mana Noppun Independent Director 1,000,000 Mr. Jesadavat Priebjrivat Independent Director 1,000,000 Mr. Wirat Uanarumit Independent Director 1,000,000 Mr. Kriengkrai Thiennukul Director 1,000,000 Mrs. Nujchanart Panthawangkun Director 1,000,000 Mr. Porntat Amatavivadhana Independent Director 1,000,000 5.2 The remuneration to the Audit Committee shall be paid in form of salary, at the same rate of the previous year, amounting to 50,000 Baht per month for Chairman and amounting to 30,000 Baht per month for other members. Item 6. 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 2010, by fixing the auditing fee in the amount of 2,275,000 Baht. Item 7. To propose for approval at the Annual General Meeting of Shareholders for the Plan to Issue and Offer the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Employees of the Company and its Subsidiaries # 6 (ESOP # 6 Plan), the details of which are appeared in the Enclosure (1) attached herewith. Item 8. To propose for approval at the Annual General Meeting of Shareholders for the amendment of the resolution made at the Extraordinary Meeting of Shareholders No. 1/2009 held on 6 November 2009, Re: The allotment of 1,473,000,000 new shares (which were approved by the resolution under the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) Background Information and Reason As the Extraordinary Meeting of Shareholders No. 1/2009 held on 6 November 2009 resolved to approve the new allotment of the Company's newly issued shares by allocating the 1,473,000,000 ordinary shares (which were approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) on a Private Placement basis. Up to present, the Company has not been able to allocate the shares on a Private Placement basis because of the market condition and economic downturn. In addition, the Company would like to allot the ordinary share-purchase warrants to its directors and employees according to the Plan to Issue and Offer the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Employees of the Company and its Subsidiaries # 6 (ESOP # 6 Plan) which is necessary to reserve the shares for the exercise right of such ordinary share-purchase warrants. In this regard, it is deemed appropriate to propose for approval at the shareholders meeting for the amendment of the resolution made at the Extraordinary Meeting of Shareholders No. 1/2009 held on 6 November 2009 Re: The allotment of 1,473,000,000 new shares (which were approved by the resolution under the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) as follows: (a) to approve the new allotment of the Company's newly issued shares by allocating the 1,398,000,000 ordinary shares (which were approved by the resolution of the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) on a Private Placement basis according to the relevant laws and/or rules and/or regulations. 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 offering 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 mean of Private Placement, and to approve 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 (1) to fix the subscription period, conditions and any other relating details of each allotment, including the determination of the offering price and Market Price in accordance with the Notification of the Securities and Exchange Commission and/or the that of Capital Market Supervisory Board and/or any other regulation relating thereto. The Company shall also, from time to time, register the change of its paid-up capital to the Ministry of Commerce, based on the numbers of allotted and issued shares for each allotment and offer (2) to execute applications, any necessary supporting documents and evidence relating to the allocation of such shares, including to contact and to file such application forms, documents and evidence with the authorities or government agencies concerning the allocation of such shares and the listing of such shares on the Stock Exchange of Thailand,and (3) to take any other related actions which are deemed necessary and appropriate for the issuance and offering of such shares. In case there are any shares remaining unsubscribed from those offering, 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. (b) to approve the allocation of the 75,000,000 newly issued ordinary shares of the Company's (which were 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 ordinary share-purchase warrants according to the Plan to Issue and Offer the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Employees of the Company and its Subsidiaries # 6 (ESOP # 6 Plan) Item 9. 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 10. To set date for an Annual General Meeting of Shareholders # 15/2010 will be held on 30 April 2010 at 2.00 p.m., at Kamolthip Room # 2-3, on the 2nd Floor, Siam City Hotel, No. 477 Sri Ayutthaya Road,Rajthevi, Bangkok 10400. Item 11. To fixed the Record Date on which shareholders have the right to attend the 2010 Annual General Meeting of Shareholders and to receive dividend as 17 March 2010 and fixed the share register book closing date as 18 March 2010 for gathering shareholder's names under the Section 225 of the Securities and Exchange Act B.E. 2535 (amended B.E. 2551). However, the dividend payment is still uncertain as it has not yet been approved by the shareholder on 30 April 2010. Item 12. To propose the following agendas at the Annual General Meeting of Shareholders # 15/2010 : Agenda Item 1. To consider and certify the Minutes of the Extraordinary Meeting of the Shareholders # 1/2009 held on 6 November 2009. 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 2009. Agenda Item 3. To consider and approve the Company's balance sheets, profit and loss statements for the fiscal year 2009 which have been audited by the auditor of the Company ended 31 December 2009. Agenda Item 4. To consider and approve the appropriation of annual net profit as legal reserves and approve the dividend payments for the operational results from 1 January 2009 to 31 December 2009. Agenda Item 5. To consider electing directors replacing those retiring by rotation. Agenda Item 6. To consider and approve the remuneration for the year 2010 to the Board of Directors and the Audit Committee. Agenda Item 7. To consider and appoint the auditor and fix the auditing fee for the year 2010 Agenda Item 8. To consider and approve the Plan to Issue and Offer the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Employees of the Company and its Subsidiaries # 6 (ESOP # 6 Plan) Agenda Item 9. To consider and approve the amendment of the resolution made at the Extraordinary Meeting of Shareholders No. 1/2009 held on 6 November 2009, Re: The allotment of 1,473,000,000 new shares (which were approved by the resolution under the Extraordinary Meeting of Shareholders No. 1/2007 held on 18 January 2007) Agenda Item 10. To consider and approve the issuance and offering of debenture. Agenda Item 11. Other Business (if any) Additionally, the Company had offered an opportunity for shareholders to propose agenda items for the 2010 Annual General Meeting in advance from 21 December 2009 to 20 January 2010, in accordance with the policy to enhance the good corporate governance regarding the rights and equitable treatment of shareholders, the details, criteria and procedures of which are on the Company's website http://www.sansiri.com. However, no shareholders proposed any agenda items for the 2010 Annual General Meeting. Therefore, there were no agenda items from shareholders. Item 13. To approve the acquisition of an additional investment in S.U.N. Management Co., Ltd. ("SUN"),a subsidiary of SIRI by entering into a transaction to buy total of 490,000 ordinary shares in SUN or equivalent to 49 percent of its paid-up capital which held by P&P Telecom Co., Ltd., a non-connected person and Prestige Gift and Premium Co., Ltd., a connected person, the detail of which are as follows: 1. The date on which the transaction will occur : within March 2010 2. The parties involved : Buyer : Sansiri Public Company Limited Seller : The shareholders of SUN can be categorized into connected and non-connected persons as follows: (1) P&P Telecom Co., Ltd. - non-connected person (3) Prestige Gift and Premium Co., Ltd. - as a connected person Relationship with SIRI : The seller no. (2) Prestige Gift and Premium Co., Ltd., is a company in which Mr. Kriengkrai Thiennukul (presently, he is a director of SIRI) being its director and also as a major shareholder (25%) which can be categorized into connected person (falls under the definition of "Management") according to the Notification of the Stock Exchange of Thailand (SET), Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions, 2003. 3. The general characteristics of the transaction : This transaction falls under the acquisition of assets, i.e.securities. Such transaction is an additional investment in a subsidiary by entering into a transaction to buy ordinary shares from P&P Telecom Co., Ltd., a non- connected person and Prestige Gift and Premium Co., Ltd., a connected person, which is a result that the investment proportion held by SIRI has changed from 50% to 100%. This transaction is categorized as acquisition of assets and also connected transaction, therefore SIRI has to disclose the information to the SET. The transaction size has been summarized as below: - The Acquisition or Disposition of Assets : the transaction size represents 0.33% of the consolidated net profits from normal business operations base on latest audited consolidated financial statements as at 31 December 2009 - The Connected Transactions : the transaction size represents 0.06% of the consolidated net tangible assets based on latest audited consolidated financial statements as at 31 December 2009. 4. The details of assets acquired : Securities - Type of securities : Ordinary shares - Name of Issuer : S.U.N. Management Co., Ltd. - Nature of business : Property Development - Registered capital : 10,000,000 baht divided into 1,000,000 shares with par value of 10.- Baht - Paid-up capital : 10,000,000 baht divided into 1,000,000 shares with par value of 10.- Baht - Number of shares acquired : (1) P&P Telecom Co., Ltd., in the number of 295,000 shares (2) Prestige Gift and Premium Co., Ltd., in the number of 195,000 shares - Purchasing price per share : 30.58 Baht - Proportion of share holding by SIRI before acquisition : 51 percent of paid-up capital of SUN - Proportion of share holding by SIRI after acquisition : 100 percent of paid-up capital of SUN - Financial Highlights of SUN as at 31 December 2009 (Un-audited) are as follows: Financial status (In million baht) Total Assets 230.83 Total Liabilities 242.25 Paid-up capital 10.00 Shareholders' Equity (11.42) Book Value (baht) (11,425,022.08) Operating Results (In thousand baht) Total Revenues 11.83 Cost of goods sold 8.71 SG&A 0.91 Net Profit 3.12 5. Objective of the acquisition : Dividend Yield 6. Basis used to determine the Consideration Value : The consideration value paid by SIRI to SUN's shareholders are the agreed price which was determined on the basis of the share evaluation using the discounted cash flow approach 7. The total value of consideration and the type of payment : - The total value of consideration : (1) P&P Telecom Co., Ltd., amounting to 9,021,100 Baht (2) Prestige Gift and Premium Co., Ltd., amounting to 5,963,100 Baht - type of payment : wholly paid by cash within March 2010 8. The source of funds : Working capital of SIRI 9. The return on investment : SIRI will receive the benefits from this transaction in forms of dividends from SUN's operations 10. The nature and extent of the interest of the connected person in the transaction : SIRI will acquire the entirety of 195,000 ordinary shares of SUN, having par value of 10 Baht which are equivalent to 19.50 percent of paid-up capital of SUN, from its shareholders i.e. Prestige Gift and Premium Co., Ltd., at the total price of 5,963,100 Baht or 30.58 baht per share which is considered a connected transaction under type of transaction relating to assets or service pursuant to Clause 6 (4) of the Notification of the Stock Exchange of Thailand (SET), Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions, 2003, which does not require an approval from the shareholders'meeting. 11. Summary of the opinion of the Board of Directors and the Audit Committee : The Board of Directors and the Audit Committee shared the same opinions that the aforesaid transaction is appropriate and purposely carried out to the maximize the Company benefits. In this regards, a director who have interests and is a connected person, i.e. Mr.Kriengkrai Thiennukul, did not attend the meeting and have no right to vote for approval the transaction in this agenda. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Director and Chief Operating Officer