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Enclosure (1) (Translation) 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 this issuance and offering of the ordinary share-purchase warrants to the directors and/or employees of Sansiri Public Company Limited and its subsidiaries are as follows:- 1. Purposes and Necessity 1.1 To induce the directors and employees to participate in the Company as an owner; 1.2 To improve the working morale and to stimulate and encourage the employees to perform their best for the highest benefit of the Company. 1.3 To be an incentive for the employees with high capability and efficiency to work with the Company in the long term. 2. Details of the Warrants 2.1 Type of Warrant Ordinary share-purchase warrant specified name of the holder,transferable, except under the conditions provided herein, i.e. the death, disappearance, incompetence or disability (unable to conduct his/her own business) of the warrant holder, or any other events that Chief Executive Officer and the President may see fit. 2.2 Number of Warrants to Be 75,000,000 units Issued and Allotted 2.3 Par Value Per Unit -0- Baht 2.4 Offering Price Per Unit -0- Baht 2.5 Type of Allotment Allotted to the directors and the employees of Sansiri Public Company Limited and its subsidiaries. 2.6 Exercise Ratio 1 unit of Warrant will be entitled to purchase 1 ordinary share. (The Exercise Ratio may be changed thereafter in case of an adjustment of rights) 2.7 Exercising Price (Per Unit) 5.20 Baht (Five Baht and Twenty Stang) (The Exercise Price may be changed thereafter in case of an adjustment of rights) 2.8 Maturity Not exceeding 5 years from the issuance and offering date 2. Details of the Warrants (cont') 2.9 Number of Shares Issued 75,000,000 shares, equivalent to 5.09% of the total of and Reserved for Exercising 1,473,628,692 paid-up shares of the Company Right of Warrant 2.10 Adjustment conditions The Company may adjust or change Exercise Ratio and Exercise Price for the warrant holder according to the calculation method which will be further determined, upon the occurance of any events that require the adjustment of rights as specified in the relevant notiification of the Capital Market Supervisory Board and/or the notifications of the Board of SEC. The Chief Executive Officer and the President of the Company shall have the authority to determine the conditions and other details in relation to the adjustment or the change of the Exercise Ratio and Exercise Price, subject to the requirements under any relevant laws, notifications, rules and regulations, as it deemed appropriate. 2.11 Exercise Period Except during the period which the exercise of the warrants is temporarily prohibited as determined and announced by the Chief Executive Officer and the President, such as, the period when the Company is in the process of issuance and offering its newly issue share or any other case 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 once every calendar month on the last working day during 9.00 Hours to 16.00 Hours, commencing from the first month that he/she has received the confirmation of his/her allocation from the Company until the maturity period of the warrant (the "Exercise Date"). The warrant holder shall be entitled to execise the warrant for the last time on the date that the warrants have reached its 5 years maturity. In case such maturity date is a not a working day of the Company, the warrant holder shall be able to exercise the warrant for the last time on the next working day. 2. Details of the Warrants (cont') 2.12 Period of Expression for During the Exercise Period, the warrant Exercising Right holders shall be able to express his/her intention to exercise the warrant to purchase ordinary shares on any working day between the 1st and the 25th day of every calendar month during 9.00 Hours to 15.00 Hours commencing from the first month that he/she is entitled to exercise the warrants. In case the 25th day of any calendar month is not a working day of the Company, the last day on which the warrant holder is able to express his/her intention to exercise the warrant will be the last working day prior to such date. 2.13 Secondary Market The warrants will not be listed on the Stock Exchange of Thailand 3. The names of the directors being entitled to receive the allotment of the warrants under this plan and the number of warrants to be allotted to each of them 3.1List of directors of the Company who will receive the allotment of the warrants and the number of Warrants to be allotted to each of them. Number Name Position Number of %of Total Allocated Allocated 1 Mr. Kovit Poshyananda Chairman (Independent Director) 3,000,000 4.00 Chairman of the Audit Committee 2 Mr. Mana Noppun 2,000,000 2.67 (Independent Director) Member of the Audit Committee 3 Mr. Jesadavat Priebjrivat 2,000,000 2.67 (Independent Director) Member of the Audit Committee 4 Mr. Wirat Uanarumit 2,000,000 2.67 (Independent Director) 5 Mr. Kriengkrai Thiennukul Director 2,000,000 2.67 6 Mrs. Nujchanart Panthawangkun Director 2,000,000 2.67 7 Mr. Porntat Amatavivadhana Independent Director 2,000,000 2.67 Total 15,000,000 20.00 ESOP # 6 Plan : Sansiri Public Company Limited page 3 of 9 pages Enclosure (1) 3.2 List of directors of the Company's subsidiaries who will receive the allotment of the warrants and the number of warrants to be allotted to each of them. (The following persons are eligible for the allotment of the warrants in the capacity of an employee of the Company and/or its subsidiaries. However, since these employees have been assigned by the Company to be a director in the Company's subsidiaries, this allotment is then deemed to be the allotment of the warrants to the directors pursuant to the the Notification of the Capital Market Supervisory Board No. Tor Chor. 32/2008 Re: The Offer for Sale of Newly Issued Securities to the Director or Employee, dated 15 December 2008.) Number of % of Total No. Name Position Allocated Allocated Warrants* Warrants Director of the subsidiary Not exceeding 1 Mr. Thalin Aeimtitiwat 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 2 Mr. Uthai Uthaisangsuk 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 3 Mr. Metha Angwatanapanich 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 4 Mr. Nopporn Boonthanom 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 5 Mr. Monthian Soisuwan 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 6 Mr. Chan Sirirat 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 7 Mr. Poomipak Julmanichoti 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 8 Mr. Jirayu Archacharoensuk 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 9 Mr. Chatchai Udomphon 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 10 Mrs. Chotika Wisarnchai 4.67 companies 3,500,000 Director of the subsidiary Not exceeding 11 Mr. Ted Thirapatana 4.67 companies 3,500,000 Not exceeding TOTAL 51.33 38,500,000 Remark * This is the maximum number of warrants to be allotted to each employees (who are the directors of the Company's subsidiaries). The allocation of the warrants to each of them will depend mainly on his/her qualifications, position, years of service and capability as an employee. 4. The names of the employees being entitled to purchase warrants more than 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 effects to the existing shareholders by the issuance of the warrants 5.1 Impact on the market price of share (price dilution) In the event that all of 75,000,000 units of warrants have been exercised at the exercise price of Baht 5.20 (Five Baht and Twenty Five Stang) per unit, there will not be dilution effect on the market price of share due to the fact that the exercise price is higher than the market price (no discount on the market price).This is based on an assumption that the market price of the Company's shares before the offering is Baht 4.62 per share which is the weighted average market price per share of the Company's shares, as traded in the Stock Exchange of Thailand, during the period of 15 consecutive trading days prior to the date on which the Board of Directors' Meeting has resolved to approve the ESOP # 6 Plan as well as the Exercise Price of the warrants issued thereunder (during 8 February 2010 to 26 February 2010 - Source : www.set.or.th) 5.2 The effects to the profit sharing or voting right of the existing shareholders (control dilution) In the event that all of 75,000,000 units of warrants have been exercised, whereas the total number of the paid up shares of the Company at present are 1,473,628,692 shares, the effect to profit sharing or the voting right of the existing shareholders (control dilution) would be reduced by 4.84% of the profit sharing and voting right prior to the exercise of the warrants. This is calculated based on the number of shares reserved for the exercise of the warrants, divided by the total sum of (1) the number of the paid-up shares and (2) the number of shares reserved for this exercise of the warrants issued. 75,000,000 = 4.84% (1,473,628,692 + 75,000,000) 6. Rules, Procedures and Conditions of the Offering 6.1 Principle for the 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. - The qualifications of the directors and employees of the Company and/or its subsidiaries who will be 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 (including the date on which the Company reallocates the warrants that have ever been allotted before pursuant to Clause 10 hereof). (b) Being an employee of the Company and/or its subsidiaries at the date of issuance and offering of warrants (including the date on which the Company reallocates the warrants that have ever been allotted before pursuant to Clause 10 hereof). (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 equal for each person. 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, capability and their contribution to the Company. 6.2 Offering Procedures The Company will proceed to complete the allotment of these warrants to the directors and employees of the Company and its subsidiaries within one year after the shareholders' meeting has approved the issuance and offer of the warrants under this Plan. . 6.3 Exercise Conditions (a) In case a Company's director ceases to be a director due to a retirement on the expiration of his/her term but is not re-elected for the consecutive term: If the warrant holder ceases to be the director of the Company due to the a retirement on the expiration of his/her term but is not re-elected for the consecutive term, such person shall be entitled to exercise all warrants left unexercised at the cessation date until the expiry of the warrants. (b) Death, Disappearance, Incompetence or Disability (unable to conduct his/her own business) : If the warrant holder ceased to be a director or employee of the Company or any of its subsidiaries as a result of death, disappearance, incompetence or disability (unable to conduct his/her own business) as determined by the Chief Executive Officer and the President, his/her heir, guardian or curator, as the case may be, shall be entitled to exercise all warrant left unexercised at that time until the maturity date of the warrants, provided that the relevant legal documents have been completely presented to the satisfaction of the Chief Executive Officer and the President. (c) Termination of employment by the Company without fault committed by the employee or termination of the Employment under the normal retirement or early retirement program of the Company : If the warrant holder ceases to be an employee of the Company or any of its subsidiaries as a result of the termination of employment without fault committed by the employee or termination of the employement under the normal or early retirement program of the Company (to be determined by the Chief Executive Officer and the President), the warrant holder shall be entitled to exercise all warrants left unexercised at the termination date until the maturity date of the warrants. (d) Other Reasons : If the warrant holder ceases to be a director or employee of the Company or any of its subsidiaries for any reason other than those specified in the Clause (a) to (c) above, such person will be entitled to exercise the warrants for further two times only, i.e. on the Exercise Date in the month which such person crease to be a director or an employee and/or on the Exercise Date in the month after the month in which such person has ceased to be a director or an employee. Then the unexercised warrants will be return to the Company for further allotment to other directors and/or employees whose qualifications meet the criteria, subject to the conditions as stipulated in Clause 10. (e) The warrants 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 in case of death, disappearance, incompetence or disability (unable to conduct his/her own business) of the warrant holder, his/her heir, guardian or curator, as the case may be, shall be then entitled to exercise the right under that warrant until the maturity date provided that the relevant legal documents have been completely presented to the satisfaction of the Chief Executive Officer and the President or any other events which Chief Executive Officer and President may see fit. (f) The Chief Executive Officer and the President will be authorized to determine any additional exercise conditions concerning the period during which the exercise of the warrants is temporarily prohibited and the number of warrants which can be exercised during certain period of time during the maturity period of the warrants (if applicable). In this regard, the Company will inform the said additional conditions to the directors and/or the employees of the Company and its subsidiaries, who will receive the allotment of the warrants at the time of 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 rights of ordinary shares issued as a result of the exercise of the warrant by the warrant holder will be the same as the existing ordinary shares of the Company and will be entitled to receive the dividend when being paid. 9. Veto right of shareholders The issuance and allotment of the warrants has to be approved by the affirmative vote of not less than three quarters (3/4) of the voting rights of shareholders who attend and have the right to vote in the Meeting provided that there is no objection by the shareholders holding shares in aggregate more than 10% of the voting rights of shareholders who attend the Meeting. 10. Additional conditions in case the Company intends to reallocate the warrant which had ever been offered for sale before The Company will propose to the Annual General Meeting of Shareholder no. 15/2010 which will be held on 30 April 2010 in order to consider and approve that the Company or its designated person(s) can reallocate the warrants which are delivered back by the Company from its director or employee due to his/her resignation or cessation of being a Company's director or an employee of the Company or its subsidiaries for certain reasons as stipulated in this ESOP # 6 Plan, to other directors or employees subject to the conditons as follows: (1) In case of the allocation to the employees, if, after the allotment, there is no employee who will receive warrants in the number exceeding 5 percent of the total warrants issued and offered under this Plan, the (more)