Sansiri

Equities

SIRI

TH0577C10Z04

Real Estate Development & Operations

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Mar. 19	Sansiri Public Company Limited Announces Setting Up the New Subsidiaries	CI
Feb. 28	Sansiri Public Company Limited Reports Earnings Results for the Full Year Ended December 31, 2023	CI

Sansiri Public : Shareholders meeting's resolution for the Year 2020

August 17, 2020 at 10:53 pm EDT

(English Translation)

29 July 2020

Subject	:	Resolution of the Annual General Meeting of Shareholders No. 25/2020
To	:	President
		The Stock Exchange of Thailand

Enclosures : 1. Capital Increase Report Form (F53-4)

The Summary of the Initial Details of Warrants Representing the Rights to Purchase Ordinary Shares of Sansiri Public Company Limited to be Issued and Offered for Sale for Private Placement
Summary of the Details of the Plan to Issue and Offer for Sale the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Management/Employees of the Company and/or its Subsidiaries # 8
(ESOP # 8 Plan)
The details of the debenture scheme to be issued and offered by the Company
The Details of the Amendment to the Company's Articles of Association

Sansiri Public Company Limited would like to report the resolutions of the Annual General Meeting of Shareholders No. 25/2020 held on 24 July 2020 at 14.00 hours, at Siri Campus, no. 59 Soi Rim Khlong Phra Khanong, Phra Khanong Nuea Sub-district, Vadhana District, Bangkok. The Meeting has resolved matters as summarized below:

Agenda 1.Certified the Minutes of the Annual General Meeting of Shareholder No. 24/2019 held on 29 April 2019.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,446,980,339 shares.

The resolution was passed by a majority vote of the shareholders attending the meeting and having the right to vote as follows:

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,446,890,339	90,000	0	-none-
(99.9986%)	(0.0014%)	-	-

Agenda 2.Certified the Company's Annual Report and the Board of Directors' Report of the work done for the period of 2019.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,381,440 shares.

Page 1

The resolution was passed by a majority vote of the shareholders attending the meeting and having the right to vote as follows:

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,431,769,541	90,000	17,521,899	-none-
(99.7269%)	(0.0014%)	(0.2717%)	-

Agenda 3.Approved an increase of the Company's registered capital is approved, by up to Baht 4,922,000,000.00, from the existing capital of Baht 16,224,125,722.40 to Baht 21,146,125,722.40, through the issuance of up to 4,600,000,000 new ordinary shares, with the par value of Baht 1.07 (details are shown in the capital increase report form (F53-4)(Enclosure 1) and amend clause 4 of the Company's Memorandum of Association to be in accordance with the increase of registered capital as follows:

"Clause 4. Registered capital	:	Baht 21,146,125,722.40
Divided into	:	19,762,734,320 shares
Value per share	:	Baht 1.07
	Divided into
Ordinary shares	:	19,762,734,320 shares
Preferred shares	:	- shares"

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by more than 3/4 (three quarters) of the voting rights of shareholders who attend and have the right to vote in the meeting as per the details below:

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,059,754,753	389,890,320	0	-none-
(93.9549%)	(6.0451%)	-	-

Agenda 4.Approved the issuance and offering of warrants representing the rights to purchase ordinary shares, for a volume not exceeding 2,500 million units of warrants, without an offering value, and with the exercise ratio of one unit of warrant per one ordinary share at the exercising price of Baht 1.10 per share, and with maturity of five years beginning from the date of their issuance. The warrants, which will be issued and offered by the Company, will be allotted to investors who wish to subscribe and have been allotted perpetual bonds at the combined offering value of no higher than Baht 2,500 million, which is under the bond issuance and offering limit approved by the shareholders pursuant to General Meeting of Shareholders No. 24/2019 on 29 April 2019. An investor will be allotted one unit of warrant per one Baht of bond subscription. These investors must have potential and be able to practically invest in the Company. Such investor is Theatre Lane Limited, a foreign juristic person incorporated under foreign laws, and of which 100 percent shares will be held by partnership funds, which are discretionary funds (this is a type of fund in which the fund manager has the management and decision making power in regard to investment by the fund), duly established under foreign laws. The fund manager is Argyle Street Management Limited (ASM), a company permitted by the Securities and Futures Commission of

Page 2

Hong Kong and the U.S. Securities and Exchange Commission to manage assets for funds. The warrants will be offered for private placement, and investors must not be connected persons under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 re: Rules on Connected Transactions, dated 31 August 2008 (and as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, B.E. 2546 (2003), dated 19 November 2003 (and as amended).

The warrants representing the rights to purchase ordinary shares to be issued and offered for the private placement will not be listed on the Stock Exchange of Thailand (the "SET"), and this is not an offering of newly-issued securities for sale at a price lower than 90 percent of the market price. Market price means the weighted average price of ordinary shares of the Company on the SET over the previous fifteen consecutive business days before the date the Company's Board of Directors resolved to propose an agenda item to a meeting of shareholders for the approval of the Company's offering of the warrants. The detail of which are prescribed in the summary of the initial details of the warrants representing the rights to purchase ordinary shares to be issued and offered for sale for the private placement (Enclosure 2)which had already been distributed to the shareholders as attached hereto.

To this end, authorized directors, or persons designated by authorized directors will be appointed and authorized to (a) determine, amend, and add other details necessary for, and regarding, the allotment of these warrants as they consider appropriate, to the extent that this will neither be in conflict or in contravention with relevant notifications, regulations, or laws, including the offering period and method, payment, date the warrants are issued, allotment details and procedures, exercise period, term of the warrants, and characteristics and details of the warrants; (b) communicate, negotiate, enter, sign, and amend, agreements, applications for permission, applications for relaxation, notices, and evidence necessary for, and in connection with, the issuance and offering of the warrants, including, without limitation, relevant registration with the Ministry of Commerce; communication and submission of applications for permission and relaxation, notices, and relevant documents and evidentiary materials to government or relevant agencies; and amendment and addition to, or modification of, applications or statements in those relevant documents; and (c) do anything necessary and relevant to ensure the successful issuance and offering of these warrants representing the rights to purchase ordinary shares for the private placement.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by a majority vote of the shareholders attending the meeting and having the right to vote as follows:

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,403,799,499	45,845,574	0	-none-
(99.2892%)	(0.7108%)	-	-

Page 3

Agenda 5.Approved the Plan to Issue and Offer for Sale the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Management/Employees of the Company and/or its Subsidiaries # 8 (ESOP # 8 Plan) for a volume not exceeding 700 million units, without offering value, and with the exercise ratio of one unit of warrant per one ordinary share at the exercising price of Baht 1.10 per share, and with maturity of five years beginning from the date of their issuance.

The warrants representing the rights to purchase ordinary shares of the Company to be issued and offered under the ESOP #8 Plan will not be listed on the SET, and this is not an offering of newly-issued securities for sale at a price lower than 90 percent of the market price. Market price means the weighted average price of ordinary shares of the Company on the SET over the previous fifteen consecutive business days before the date the Company's Board of Directors resolved to propose an agenda item to a meeting of shareholders for the approval of the Company's offering of the warrants. The detail of which are prescribed in the summary of the summary of the details of the plan to issue and offer for sale the ordinary share-purchase warrants of Sansiri Public Company Limited to the directors and management/employees of the Company and/or its subsidiaries # 8 (ESOP # 8 Plan) (Enclosure 3) which had already been distributed to the shareholders as attached hereto.

Authorized directors, or persons designated by authorized directors will be appointed and authorized to (a) determine, amend, and add other details necessary for, and regarding, the allotment of these warrants as they consider appropriate, to the extent that this will neither be in conflict or in contravention with relevant notifications, regulations, or laws, including the offering period and method, payment, date the warrants are issued, allotment details and procedures, exercise period, term of the warrants, and characteristics and details of the warrants; (b) communicate, negotiate, enter, sign, and amend, agreements, applications for permission, applications for relaxation, notices, and evidence necessary for, and in connection with, the issuance and offering of the warrants, including, without limitation, relevant registration with the Ministry of Commerce; communication and submission of applications for permission and relaxation, notices, and relevant documents and evidentiary materials to government or relevant agencies; and amendment and addition to, or modification of, applications or statements in those relevant documents; and (c) do anything necessary and relevant to ensure the successful issuance and offering of these warrants representing the rights to purchase ordinary shares of the Company to be issued and offered under the ESOP# 8 Plan.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,373,178,787 shares.

The resolution was passed by more than 3/4 (three quarters) of the voting rights of shareholders who attend and have the right to vote in the meeting, and there are no shareholders holding shares in aggregate of more than 10 percent of all votes of shareholders attending the meeting and voting who vote against the issuance and the offering for sale as per the details below:

	Approved	Disapproved	Abstained	Invalid ballots
	(votes)			(votes)	(votes)	(votes)

5,983,258,233			389,920,554		0	-none-

(93.8819%)				(6.1181%)			-	-

Page 4

Agenda 6.Approved the allotment of the newly issued ordinary shares of the Company from the capital increase as per the details below (the details of which are described in Enclosure 2 and Enclosure 3).

Up to 2,500 million newly issued ordinary shares of the Company will be allotted with the par value of Baht 1.07 to accommodate the exercise of the right under the warrants to be issued and offered for a private placement up to 2,500 million units.
Up to 700 million newly issued ordinary shares of the Company will be allotted with the par value of Baht 1.07 to accommodate the exercise of the right under the warrants to be issued and offered under the ESOP #8 Plan up to 700 million units.
Up to 1,400 million newly issued ordinary shares of the Company will be allotted with the par value of Baht 1.07 (or approximately 9 percent of the Company's paid-up capital as of the date of the resolution by the Company's Board of Directors Meeting to increase the capital in general mandate through a private placement, partially or wholly, at once or in session. Persons to be allotted the ordinary shares in general mandate through the private placement must not be connected persons under Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 re: Rules on Connected Transactions, dated 31 August 2008 (and as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, B.E. 2546 (2003), dated 19 November 2003 (and as amended). These investors must be in a stable financial situation, have true potential to invest in the Company, and have knowledge, ability, experience, and potential that will be beneficial for, or support, the Company's operations. This offering of the ordinary shares in general mandate through the private placement is not an offering of newly-issued shares for sale at a price lower than 90 percent of the market price. Market price means the weighted average price of ordinary shares of the Company on the SET at least over the previous 7, but no more than 15, consecutive business days before the date the offering price is determined. The date of the determination of the offering price must be no more than 3 business days before the first date of offering the shares to investors.

Authorized directors, or persons designated by authorized directors will be appointed and authorized to (a) determine other details necessary for, and regarding, the allotment of these ordinary shares of the Company as they consider appropriate, to the extent that this will neither be in conflict or in contravention with relevant notifications, regulations, or laws; (b) communicate, negotiate, enter, sign, and amend, agreements, applications for permission, applications for relaxation, notices, and evidence necessary for, and in connection with, the allotment of these ordinary shares of the Company including, without limitation, relevant registration with the Ministry of Commerce; communication and submission of applications for permission and relaxation, notices, and relevant documents and evidentiary materials to government or relevant agencies; and amendment and addition to, or modification of, applications or statements in those relevant documents; and listing the ordinary shares on the stock exchange; and (c) do anything necessary and relevant to ensure the successful allotment of the ordinary shares of the Company.

Page 5

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by a majority vote of the shareholders attending the meeting and having the right to vote as follows:

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

5,955,515,259	494,127,614	2,200	-none-
(92.3387%)	(7.6613%)	(0.0000%)	-

Agenda 7.Approved the Company's balance sheets, profit and loss statements for the fiscal year 2019 which have been audited by the auditor of the Company ended 31 December 2019.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by a majority vote of the shareholders attending the meeting and having the right to vote as follows:

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,431,423,174	700,000	17,521,899	-none-
(99.7175%)	(0.0109%)	(0.2716%)	-

Agenda 8.Approved the appropriation of profit from 2019 operating results, and to acknowledge the two interim dividends payment as per the details below:

Allocation of the net profit from 2019 operating results in the amount of 54.68 Million Baht for the legal reserves, providing that the said legal reserved fund is allocated from the net profit in the separate financial statements of the Company.
To acknowledge the two interim dividends payment from 2019 operating results to the ordinary shareholders at the rate of 0.08 Baht (Eight Stang) per share, comprising the 1st interim dividend payment for the first half of year 2019 at the rate of 0.02 Baht (Two Stang) on 10 September 2019, and the 2nd interim dividend payment, paid from the Company's profit as at 31
December 2019, at the rate of 0.06 Baht (Six Stang) per share to the shareholders on 12 May 2020 in order to relieve the impact of indefinite postponement of the annual general meeting of shareholders scheduled on 17 April 2020 to the Company's shareholders. In this regard, the Board of Directors would not propose any other additional payment of dividend for year 2019.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by a majority vote of the shareholders attending the meeting and having the right to vote as follows:

Page 6

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,449,555,073	90,000	0	-none-
(99.9986%)	(0.0014%)	-	-

Agenda 9.Approved the election of the directors in replacement of those retiring by rotation, and the election of an additional new director as thoroughly screened and proposed by the Nomination and Compensation Committee as per the details below:

To re-elect the 4 directors who have to retire by rotation this year, namely Mr. Jesadavat Priebjrivat, Mr. Porntat Amatavivadhana, Mr. Srettha Thavisin and Mr. Wanchak Buranasiri to retain office for another term, and;
To elect Mr. Weeranant Chuensuwan as an additional new director of the Company.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by a majority vote of the shareholders attending the meeting and having the right to vote as follows:

	Name of Directors	Type of		Approved		Disapproved		Abstained	Invalid ballots
		Directorship		(votes)		(votes)		(votes)	(votes)

1	Mr. Jesadavat Priebjrivat	Independent	6,015,306,303	434,338,770	0		-none-

		Director	(93.2657%)	(6.7343%)	-	-

2	Mr. Mr. Porntat Amatavivadhana	Independent	6,017,713,503	431,931,570	0		-none-

		Director	(93.3030%)	(6.6970%)	-	-

3	Mr. Srettha Thavisin	Executive	6,407,077,940	42,567,133	0		-none-

		Director	(99.3400%)	(0.6600%)	-	-

4	Mr. Wanchak Buranasiri	Executive	6,407,077,940	42,567,133	0		-none-

		Director	(99.3400%)	(0.6600%)	-	-

5	Mr. Weeranant Chuensuwan	Independent	6,002,731,100	214,386,187	232,527,786		-none-

		Director	(93.0707%)	(3.3240%)	(3.6053%)	-

Agenda 10.Approved the remuneration for the year 2020 to the Board of Directors and the Sub-Committee of the Company as follows:

The remuneration to the Board of Directors

Monetary Remuneration (1.1) Fixed Remuneration

The meeting allowance (at the same rate paid in year 2019), 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.

Page 7

(1.2) Special Remuneration to non-executivedirectors

Determine the special remuneration for the year 2020 to six non-executive directors with the total amount of 4.2 Million Baht.

Non-executive directors	Position	Special Remuneration Rate

Mr. Jesadavat Priebjrivat	Vice Chairman and	700,000 Baht
		Independent Director
Mr. Thongchai Jira-alongkorn	Director	700,000 Baht

Mr. Porntat Amatavivadhana	Independent Director	700,000 Baht

Mr. Supanit	Chaiyawat	Independent Director	700,000 Baht

Mr. Kittichai	Raktakanit	Independent Director	700,000 Baht

Mr. Vichaya Chatikavanij	Director	700,000 Baht

(2)	Others Benefits : - none -

The remuneration to the Sub-Committeeshall be paid as follow;

The remuneration to the Audit Committee
It shall be in form of monthly remuneration (at the same rate paid in year 2019).
The remuneration to the other Sub-Committees
It shall be paid in form of meeting allowance (at the same rate paid in year 2019) as

below:

Position	Type of remuneration	Year 2020

Chairman of the Audit Committee	monthly remuneration	50,000 Baht / meeting

Member of the Audit Committee	monthly remuneration	30,000 Baht / person / meeting

Chairman of the Nomination and Compensation Committee	meeting allowance	20,000 Baht / meeting

Member of the Nomination and Compensation Committee	meeting allowance	20,000 Baht / person / meeting

Chairman of the Risk Management Committee	meeting allowance	20,000 Baht / meeting

Member of the Risk Management Committee	meeting allowance	20,000 Baht / person / meeting

Chairman of the Corporate Governance Committee	meeting allowance	20,000 Baht / meeting

Member of the Corporate Governance Committee	meeting allowance	20,000 Baht / person / meeting

Chairman of the CSR Committee	meeting allowance	20,000 Baht / meeting

Member of the CSR Committee	meeting allowance	20,000 Baht / person / meeting

Remark: The Company has considered not to set the remuneration for the Investment Committee and the Executive Committee.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by the more than two-third of the total votes of shareholders attending the Meeting (Section 90 of Public Limited Companies B.E. 2535) as follows:

Page 8

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,041,265,300	408,379,773	0	-none-
(93.6682%)	(6.3318%)	-	-

Agenda 11.Approved 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 Mrs. Gingkarn Atsawarangsalit, holder of auditor's license No. 4496 or Miss Pimjai Manitkajohnkit, holder of auditor's license No. 4521 or Miss Rosaporn Decharkom, holder of auditor's license No. 5659 or Miss Sumana Punpongsanon, holder of auditor's license No. 5872 of EY Office Limited as the Company's auditor with the auditing fee for the fiscal year ending 31 December 2020, by fixing the auditing fee in the amount of 2.5 Million Baht according to the proposal which had been appropriately recommended by the Audit Committee.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by a majority vote of the shareholders attending the meeting and having the right to vote as follows:

	Approved	Disapproved	Abstained	Invalid ballots
	(votes)		(votes)	(votes)	(votes)

	6,449,449,063			196,010		0	-none-
(99.9970%)		(0.0030%)	-	-

Agenda 12.Approved the increase of debentures issuance amount by 10,000 Million Baht in adding. The debentures to be issued together with the issuance and offering debentures of up to 4,000 Million Baht with reference to the approval of the Annual General Meeting of Shareholders No. 18/2013 held on 30 April 2013, up to 5,000 Million Baht with reference to the approval of the Annual General Meeting of Shareholder No. 19/2014 held on 29 April 2014, up to 7,000 Million Baht with reference to the approval of the Annual General Meeting of Shareholder No. 21/2016 held on 26 April 2016, up to 10,000 Million Baht with reference to the approval of the Annual General Meeting of Shareholder No. 22/2017 held on 20 April 2017, up to 4,000 Million Baht with reference to the approval of the Annual General Meeting of Shareholder No. 23/2018 held on 27 April 2018, and up to 10,000 Million Baht with reference to the approval of the Annual General Meeting of Shareholder No. 24/2019 held on 29 April 2019 totaling will be up to 50,000 Million Baht, having the principle terms and conditions as appeared in the details of the debenture scheme to be issued and offered by the Company (Enclosure 4) attached hereto.

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by more than 3/4 (three quarters) of the voting rights of shareholders who attend and have the right to vote in the meeting as per the details below:

Page 9

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,430,465,532	19,115,541	64,000	-none-
(99.7026%)	(0.2964%)	(0.0010%)	-

Agenda 13.Approved the amendment to Article 30 of the Articles of Association of the Company regarding the arrangement of the shareholders' meetings in order to comply with the Emergency Decree on Electronic Meetings, B.E. 2563 (2020), dated 19 April 2020 as well as to amend Article 51 of the Articles of Association of the Company since the Company's logo is changed, it is appropriate to change the Company's seal so as to be concurrence with its logo. The details of which are appeared in the Proposed Amendment to the Company's Articles of Association (Enclosure 5).

For this agenda item, there were shareholders attending the Meeting and voting in an aggregate of 6,449,645,073 shares.

The resolution was passed by more than 3/4 (three quarters) of the voting rights of shareholders who attend and have the right to vote in the meeting as per the details below:

Approved	Disapproved	Abstained	Invalid ballots
(votes)	(votes)	(votes)	(votes)

6,449,491,063	154,010	0	-none-
(99.9976%)	(0.0024%)	-	-

Please be informed accordingly.

Yours sincerely,

(Mr. Wanchak Buranasiri)

Director and Chief Financial Officer

Page 10

Enclosure 1

(Translation)

(F 53-4)

Capital Increase Report Form

Sansiri Public Company Limited

15 May 2020

We, Sansiri Public Company Limited, hereby report on the resolution of Board of Directors Meeting No. 6/2020, held on 15 May 2020 from 2:30 p.m. to 4:30 p.m., relating to a capital increase and share allotment, as follows.

1. Increase of the registered capital

The Board of Directors Meeting has approved the increase of the registered capital of the Company from Baht 16,224,125,722.40 to Baht 21,146,125,722.40, by issuing up to 4,600,000,000 newly-issued ordinary shares with a par value of Baht 1.07 each, totaling Baht 4,922,000,000.00. The details of the capital increase are as follows.

Type of capital increase	Type of share	Number of	Par value	Total Value
		shares (million	(baht/share)	(million baht)
		shares)

 Specifying the purpose of	Ordinary shares	No more than	1.07	Not exceeding
using proceeds		3,200		3,424

 General mandate	Ordinary shares	No more than	1.07	Not exceeding
		1,400		1,498

2. Allotment of new shares

2.1 Specifying the purpose of using the proceeds

Allotted to	Number of	Ratio	Sale price	Subscription and payment	Notes
	shares	(old : new)	(baht/share)	period
	(million
	shares)

1. To support the	No more	Exercise ratio	without	The authorized director or a	Please see
exercise of an ordinary	than 2,500	1 unit of warrant :	offering value	person assigned by the	Note (1)
share-purchase warrant		1 ordinary share	1 unit of	authorized director has the
under private			warrant will be	authority to consider and
placement			entitled to	prescribe details at a later
			purchase	time.
			ordinary	In this case, the Company
			shares at the	must obtain a permission
			price of Baht	by the Securities and

Allotted to	Number of	Ratio	Sale price	Subscription and payment	Notes
	shares	(old : new)	(baht/share)	period
	(million
	shares)

			1.10 per	Exchange Commission (the
			share	"SEC") to offer the warrants
				and newly-issued
				underlying shares under
				private placement whereby
				the resolution of the
				shareholders meeting
				clearly prescribes the
				offering price.

2. To support the	No more	Exercise ratio	without	The authorized director or a	Please see
exercise of rights	than 700	1 unit of warrant :	offering value	person assigned by the	Note (2)
pursuant to the Plan to		1 ordinary share	1 unit of	authorized director has the
Issue and Offer the			warrant will be	authority to consider and
Ordinary Share-			entitled to	prescribe details at a later
Purchase Warrants of			purchase	time.
Sansiri Public Company			ordinary
Limited to the Directors			shares at the
and			price of Baht
Management/Employee			1.10 per
s of the Company			share
and/or its Subsidiaries
No. 8 (the "ESOP #8
Plan")

Notes

The meeting of the Company's directors has resolved as follows.

It is approved that the issuance and offering of warrants representing the rights to purchase ordinary shares, for a volume not exceeding 2,500 million units of warrants, without an offering value, and with the exercise ratio of one unit of warrant per one ordinary share at the exercising price of Baht 1.10 per share, and with maturity of five years beginning from the date of their issuance, will be proposed to the General Meeting of Shareholders for approval. The warrants, which will be issued and offered by the Company, will be allotted to investors who wish to subscribe and have been allotted perpetual bonds at the combined offering value of no higher than

Baht 2,500 million, which is under the bond issuance and offering limit approved by the shareholders pursuant to General Meeting of Shareholders No. 24/2019 on 29 April 2019. An investor will be allotted one unit of warrant per one Baht of bond subscription. These investors must have potential and be able to practically invest in the Company. Such investor is Theatre Lane Limited, a foreign juristic person incorporated under foreign laws, and of which 100 percent shares will be held by partnership funds, which are discretionary funds (this is a type of fund in which the fund manager has the management and decision making power in regard to investment by the fund), duly established under foreign laws. The fund manager is Argyle Street Management Limited (ASM), a company permitted by the Securities and Futures Commission of Hong Kong and the U.S. Securities and Exchange Commission to manage assets for funds. The warrants will be offered for private placement, and investors must not be connected persons under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 re: Rules on Connected Transactions, dated 31 August 2008 (and as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, B.E. 2546 (2003), dated 19 November 2003 (and as amended).

The summary of the initial details of the warrants representing the rights to purchase ordinary shares to be issued and offered for sale for the private placement is in Enclosure No. 5.

It is approved that the Plan to Issue and Offer the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Management/Employees of the Company and/or its Subsidiaries No. 8 (the "ESOP #8 Plan") for a volume not exceeding 700 million units, without offering value, and with the exercise ratio of one unit of warrant per one ordinary share at the exercising price of Baht 1.10 per share, and with maturity of five years beginning from the date of their issuance, will be proposed to the General Meeting of Shareholders for approval.

The summary of the initial details of the warrants representing the rights to purchase ordinary shares of the Company to be issued and offered for sale under the ESOP #8 Plan is in Enclosure No. 6.

2.1.1 The Company's action if there are decimal fractions of shares - None -

2.2 General mandate

Allotted to	Type of shares	Number of shares	Percent per paid-	Note
		(million shares)	up registered
			capital

1. Private placement	Ordinary shares	No more than	approximately	Please see Note (1)
		1,400	9 percent

Note

The meeting of the Company's directors has resolved as follows.

It is approved that the allotment of the newly issued ordinary shares of the Company from the capital increase will be proposed to the General Meeting of Shareholders for approval as per the details below.
Up to 1,400 million newly issued ordinary shares of the Company will be allotted with the par value of Baht 1.07 (or approximately 9 percent of the Company's paid-up capital as of the date of the resolution by the Company's Board of Directors Meeting to increase the capital in general mandate through a private placement, partially or wholly, at once or in session. Persons to be allotted the ordinary shares in general mandate through the private placement must not be connected persons under Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 re: Rules on Connected Transactions, dated 31 August 2008 (and as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, B.E. 2546 (2003), dated 19 November 2003 (and as amended). These investors must be in a stable financial situation, have true potential to invest in the Company, and have knowledge, ability, experience, and potential that will be beneficial for, or support, the Company's operations. This offering of the ordinary shares in general mandate through the private placement is not an offering of newly-issued shares for sale at a price lower than 90 percent of the market price. Market price means the weighted average price of ordinary shares of the Company on the SET at least over the previous 7, but no more than 15, consecutive business days before the date the offering price is determined. The date of the determination of the offering price must be no more than 3 business days before the first date of offering the shares to investors.

3. Setting the date of the general meeting of shareholders to approve the capital increase and the allotment of new shares

General Meeting of Shareholders No. 25/2020 will be held on 24 July 2020 at 2:00 p.m. at the Company's meeting room, Siri Campus Building, No. 59, Soi Rim Khlong Phra Khanong, Phra Khanong Nuea Sub-district, Wattana District, Bangkok 10110

The recording date for the right to attend the shareholders meeting is scheduled for 22 June 2020.

The book-closing date for the right to attend the shareholders meeting is on .........................until the shareholders meeting is completed.

4. Approval of the capital increase and share allotment by the relevant governmental agency and conditions thereto (if any)

The shareholders meeting must approve the Company's issuance and offering for sale of the ordinary share-purchase warrants and underlying shares by way of private placement.
The shareholders meeting must approve the Company's issuance and offering for sale of the ordinary share-purchase warrants under the ESOP # 8 Plan.
The shareholders meeting must approve the Company's allotment of no more than 1,400 million of the Company's newly issued ordinary shares, with a par value of Baht 1.07 per share, (approximately 9 percent of the Company's paid-up registered capital as of the date that the Company's directors meeting resolves to increase capital under a general mandate) by way of private placement under a general mandate.

The Company must submit the application to increase its registered capital and paid-up capital and report the amendment to its Memorandum of Association regarding the capital increase to the Department of Business Development, the Ministry of Commerce.
The Company must seek permission of the SEC to: (1) issue and offer for sale ordinary share-purchase warrants by way of private placement; and (2) issue and offer for sale newly issued ordinary shares as the underlying shares of the private placement warrants.
The Company must seek the SET's permission to list its ordinary shares newly issued as a result of the exercise of rights of the ordinary share-purchase warrants under private placement and ESOP #8 Plan on the SET after the rights under these warrants are exercised.
The Company must seek the SET's permission to list its newly issued ordinary shares from the allotment of shares by way of private placement under a general mandate on the SET after the newly issued shares are allotted and the offered shares are paid for.

5. Objectives of the capital increase and plans to use the proceeds received from the capital increase

5.1 Newly issued ordinary shares to support the exercise of the ordinary share-purchase warrants issued to private placement subscribers

The purpose of the capital increase is for investors who will subscribe for ordinary share-purchase warrants issued to private placement subscribers, who will be allotted perpetual bonds which will be issued and offered by the Company, with a total value of no more than Baht 2,500 million, under the bond issuing and offering limit approved by the shareholders pursuant to Ordinary General Meeting of Shareholders No. 24/2019, dated 29 April 2019, to help strengthen the Company's finance and be the Company's business partners. These investors have potential, and are truly able to invest in the Company. Such investor is Theatre Lane Limited, a foreign juristic person incorporated under foreign laws, and of which 100 percent shares will be held by partnership funds, which are discretionary funds (this is a type of fund in which the fund manager has the management and decision making power in regard to investment by the fund), duly established under foreign laws. The fund manager is Argyle Street Management Limited (ASM), a company permitted by the Securities and Futures Commission of Hong Kong and the U.S. Securities and Exchange Commission to manage assets for funds. Furthermore, the Company also has objectives to prepare and strengthen its finance to ensure its financial flexibility to carry out future projects, to reserve fund for working capital, and repay some debts to financial institutions, when the rights under the warrants, issued for private placement, are exercised to purchase the Company's ordinary shares.

5.2 Newly issued ordinary shares to support the exercise of rights under the ESOP #8 Plan

The purpose of this capital increase is to allow the Company's directors and employees to be owners of the Company and to motivate and encourage employees to efficiently work for the Company's and shareholders' ultimate benefits in a long term. This will benefit the Company's operation and business in the future.

6. Benefits which the Company will receive from the capital increase and share allotment

To increase the Company's capital to facilitate its operation, growth, and readiness for new projects in the future, and to increase the Company's revenue.
To repay some debt to financial institutions. This will reduce the Company's debts, interest, and related expenses, and reduce the debt-to-equity ratio.
The issuance of ordinary share-purchase warrants under private placement will bring potential investors to strengthen the Company's financial status and form business relationships with the Company.
The issuance of ordinary share-purchase warrants under the ESOP #8 Plan will allow the Company's directors and employees to be owners of the Company and to motivate and encourage employees to efficiently work for the Company's and shareholders' ultimate benefits in a long term. This will benefit the Company's operation and business in the future.

7. Benefits which shareholders will receive from the capital increase/share allotment

The dividend policy
The dividends are paid to the shareholders twice per year. The first payment constitutes interim dividends and the second constitutes annual dividends. The total dividends paid each year is approximately 50 percent of the Company's net profit (as shown in the consolidated financial statement) after the deduction of all reserves as required by laws and the Company. However, the dividend payment is subject to change as the Company deems appropriate, with the Company considering its cash flow and investment burden and its affiliates, as well as other necessities.
The eligibility to receive dividends from the Company's business operation
Persons who are allotted the ordinary share-purchase warrants under private placement and ordinary share-purchase warrants under the ESOP #8 Plan are eligible to receive dividends from the Company's business operation after exercising the right to purchase the Company's newly issued ordinary shares and being registered as the Company's shareholders.
Others
-

8. Other details necessary for shareholders to approve the capital increase/share allotment

The allotment of ordinary share-purchase warrants under the private placement and ordinary share-purchase warrants under the ESOP #8 Plan may affect the Company's shareholders due to price dilution, earning per share dilution, and control dilution. The details appear in Enclosure 5and Enclosure 6.

The allotment of newly-issued ordinary shares to private placement subscribers under a general mandate may affect the Company's shareholders due to price dilution, earning per share dilution, and control dilution, as follows.

8.1 Price dilution

The allotment of newly issued ordinary shares to private placement subscribers under a general mandate, totaling 1,400 million shares, with a price of Baht 1.07 per share, which is the par value of the shares of the Company (based on the assumption that the offering price will not be lower than the par value of the shares of the Company and will not be lower than the market price of the shares of the Company), will not cause price dilution because this price is higher than the market price (without discount from the market price) . The assumption of the market price before offering is Baht 0.71 per share, which is a weighted average market price for 15 consecutive business days prior to the date on which the director approved the allotment of newly issued ordinary shares to private placement subscribers under a general mandate. (from 21 April 2020 to 14 May 2020 - from www.set.or.th]

In this regard, the Price Dilution shall be calculated from the following formula;

Price Dilution

(Pre-offering market price- Post-offering market price)

Market price before offering

(0.71 - 0.74)
0.71
-4.23%

Whereas
Pre-offering market price	=	0.71
Number of paid-up shares	=	14,862,734,320 shares
Offering market price	=	1.07 Baht
Number of shares being offered	=	1,400,000,000 shares

Market price after offering

(Pre-offering market price x Number of paid-up shares) + (Exercise price x Number of shares being offered)

Number of paid-up shares + Number of shares being offered

(0.71 x 14,862,734,320) + (1.07 x 1,400,000,000)
14,862,734,320 + 1,400,000,000
0.74 Baht per share

8.2 Earning per share dilution or control dilution

Regarding the allotment of newly-issued shares to private placement subscribers under a general mandate, totaling 1,400 million shares, as of the date of the board of directors meeting's approval, the Company has 14,862,734,320 shares, and it will dilute the earnings per share and the voting rights of the existing shareholders (control dilution) at the rate of 8.61 percent of the existing earnings per share and voting rights. The calculation is based on the number of underlying shares being offered, divided by the total sum of (1) the number of paid-up shares, and (2) the number of underlying shares that are being offered.

1,400,000,000

= 8.61 percent

(14,862,734,320 + 1,400,000,000)

9. Schedule of action if the board of directors passes a resolution approving the capital increase or allotment of new shares

No.	Procedures	Dates

1.	Board of Directors Meeting No. 6/2020	15 May 2020
	Determining the list of shareholders who have the right to
2.	22 June 2020
	attend General Meeting of Shareholders No. 25/2020
	(Record date)
3.	Annual General Meeting of Shareholders No. 25/2020	24 July 2020
4.	Registering the increase of registered capital and	Within 14 days from the
	reporting the amendment of the Company's Memorandum	date that the shareholders
	of Association in accordance with the capital increase with	meeting resolves to approve

No.	Procedures	Dates

	the Department of Business Development, the Ministry of	the increase of registered
	Commerce.	capital
5.	Seeking permission of the SEC to (1) issue and offer for
Possibly within 2 weeks
	sale ordinary share-purchase warrants to private	from the date that the
	placement subscribers, and (2) issue and offer for sale	shareholders meeting
	newly issued ordinary shares to support the private	resolves to approve the
	placement warrants	issuance and offering for
		sale of ordinary share-
		purchase warrants under
		private placement
6.	Issuing and allotting ordinary share-purchase warrants	After the SEC grants
	under private placement	permission under clause 5;
		possibly 3 months from the
		date that the shareholders
		meeting resolves to approve
		the issuance and offering
		for sale of ordinary share-
		purchase warrants under
		private placement
7.	Issuing and allotting ordinary share-purchase warrants	Within one year from the
	under the ESOP #8 Plan	date that the shareholders
		meeting resolves to approve
		the issuance and offering
		for sale of ordinary share-
		purchase warrants under
		the ESOP #8 Plan

8. Registering the paid-up capital increase with the Department of Business Development, the Ministry of Commerce

Within 14 days after (1) the date of each exercise of the right to purchase the Company's new shares pursuant to the ordinary share-purchase warrants under private placement or

No.

Procedures

Dates

the ordinary share-purchase warrants under the ESOP #8 Plan, and (2) after the date on which the Company receives payment from the shares being offered under a general mandate.

Seeking permission from the SET to list its ordinary shares newly issued due to the exercise of rights vested in the ordinary share-purchase warrants under private placement and under the ESOP #8 Plan on the SET, after the rights under these warrants are exercised
Seeking permission from the SET to list its ordinary shares newly issued due to the allotment of shares to private placement subscribers under a general mandate on the SET, after the newly issued shares are allotted

Within 30 days from the date of the exercise of the right to purchase the Company's newly issued ordinary shares

Within 30 days from the date of closing the subscription and the share price being paid

The Company hereby certifies that the information contained in this report form is true and complete in all respects

Signature	.............................................. Authorized Director
	(Mr. Apichart Chutrakul)
Position	Director

Signature	.............................................. Authorized Director
	(Mr. Wanchak Buranasiri)
Position	Director

Enclosure 2

(Translation)

The Summary of the Initial Details of Warrants Representing the Rights to Purchase Ordinary Shares of

Sansiri Public Company Limited to be Issued and Offered for Sale for Private Placement

The details of this issuance and offering for sale of warrants representing the rights to purchase ordinary shares for private placement are provided below.

1. Offering details

Board of Directors Meeting No. 6/2020 resolved that the issuance and offering of warrants representing the rights to purchase ordinary shares, for a volume of not exceeding 2,500 million units of warrants, without an offering value, and with the exercise rate of one unit of warrant per one ordinary share at the exercising price of Baht 1.10 per share, and with maturity of five years beginning from the date of their issuance, will be proposed to the Annual General Meeting of Shareholders for approval.

The warrants, which will be issued and offered by the Company, will be allotted to investors who wish to subscribe and have been allotted perpetual bonds at the combined offering value of no higher than Baht 2,500 million, which is under the bond issuance and offering limit approved by the shareholders pursuant to Annual General Meeting of Shareholders No. 24/2019 on 29 April 2019. An investor will be allotted one unit of warrant per one Baht of bond subscription. These investors must have potential and be able to practically invest in the Company. Such investor is Theatre Lane Limited, a foreign juristic person incorporated under foreign laws, and of which 100 percent shares will be held by partnership funds, which are discretionary funds (this is a type of fund in which the fund manager has the management and decision making power in regard to investment by the fund), duly established under foreign laws. The fund manager is Argyle Street Management Limited (ASM), a company permitted by the Securities and Futures Commission of Hong Kong and the U.S. Securities and Exchange Commission to manage assets for funds. The warrants will be offered for private placement, and investors must not be connected persons under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 re: Rules on Connected Transactions, dated 31 August 2008 (and as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, B.E. 2546 (2003), dated 19 November 2003 (and as amended).

Enclosure 2

(Translation)

2. Details of the warrants

2.1	Types of warrants	Warrants representing the rights to purchase ordinary
		shares of the Company that specified names of the holders,
		and are non-transferable, of which the transfer restrictions,
		except for transfers by inheritance, are registered with the
		Securities and Exchange Commission (the "SEC")
		(hereinafter referred to as the "warrants")

2.2	Number of warrants	Not exceeding 2,500 million units
	offered for sale

2.3	Par value of shares	Baht 1.07
	accommodating the
	warrants

2.4	Offering price per share	Baht -0-

2.5	Method of allotment	Private placement

2.6	Exercise ratio	One unit of warrant is entitled to purchase one ordinary
		share. However, the exercise ratio may be changed
		thereafter if the right is adjusted.

2.7	Exercise price (per unit)	Baht 1.10 (one baht and ten satang). However, the exercise
		price may be changed thereafter if the right is adjusted.
		If the exercise price is adjusted, it must not be lower than
		the par value of the Company's shares.

2.8	Date of warrant	Authorized directors, or persons designated by authorized
	issuance and offering	directors will later determine the date of warrant issuance
		and offering.

2.9	Maturity of warrants	Not exceeding five years after the date of their issuance and
		offering. After the issuance, the maturity of the warrants will
		not be extended.

2.10	Number of newly issued	2,500 million shares, or not exceeding 16.82 percent of the
	ordinary shares to be	Company's sold shares as of the date of the resolution by
	allotted and reserved to	the Company's Board of Directors Meeting to increase the
	accommodate the
	capital and allot these warrants.
	warrants

		The Company will complete its offering of shares for sale to
		accommodate the exercise of rights in line with the maturity
		of the warrants.

		2

			Enclosure 2
		(Translation)

2.11	Adjustment of rights	The Company may adjust the exercise price and/or the
		exercise ratio in compliance with the adjustment conditions,
		in any of the events specified in the terms of rights and the
		conditions of the warrants and having the characteristics as
		stipulated in Clause 11 (4) (B) of the Notification of the
		Capital Market Supervisory Board No. TorChor. 34/2551 re:
		Application for, and Approval of, the Offering for Sale of
		Newly Issued Share Warrants and Underlying Shares, and
		other notifications or regulations that amend or supersede
		that notification, or any similar event, such as:
		(a)	when the par value of the Company's shares is
			changed because of stock splits or the reverse of stock
			splits;
		(b)	when the Company offers newly-issued shares for sale
			at a low price;
		(c)	when the Company offers warrants or convertible
			bonds for sale at a low price;
		(d)	when the Company pays all or part of dividends to
			shareholders in the form of newly-issued shares; or
		(e)	when the Company pays cash dividends exceeding
			the rate stipulated in the terms of rights; or
		Any similar event to those described in (a) to (e) that causes
		any benefit to which warrant holders are entitled when they
		exercise their rights under the warrants to deteriorate.

2.12	Exercise period	Warrant holders can exercise their warrants once a quarter
		on the last business of each quarter, beginning from the first
		quarter they received the confirmation of the allotment from
		the Company and throughout the term of the warrants (the
		"exercise date"). Warrant holders can exercise their rights
		under the warrants for the last time on the five-year warrants'
		maturity date (the "last exercise date"). If the maturity date
		falls	on a non-business day of the Company, warrant

			3

		Enclosure 2
		(Translation)

		holders can exercise their rights under the warrants for the
		last time on the last business day before that off day.

2.13	Period of notice to	During the exercise period, warrant holders must submit
	exercise the rights	their request to exercise their rights to purchase the
	under the warrants	Company's ordinary shares from 9:00 a.m. to 3:00 p.m. on

		the Company's business days five business days before
		they can actually exercise this right.
		Warrant holders who wish to exercise their rights to
		purchase the Company's ordinary shares on the last
		exercise date must submit their request within the 15-day
		period prior to the last exercise date.

2.14	Prohibition on the	Once warrant holders have submitted their request to
	cancelation of request	exercise their rights under the warrants to purchase
	submitted to exercise	ordinary shares, the request cannot be canceled.
	the right


2.15	Secondary market for	The warrants will not be listed on the Stock Exchange of
	the warrants	Thailand.

2.16	Secondary market for	Ordinary shares caused by the exercise of rights under the
	ordinary shares caused	warrants will be listed on the Stock Exchange of Thailand.
	by the exercise of rights
	under the warrants

3. Effects from this offering of warrants on shareholders

3.1 Effects on the market price of the shares (price dilution)

If the rights under all 2,500 million units of warrants are exercised at the exercise price of Baht 1.10 (one baht and ten satang), there will be no effect on the market price of the Company's shares, because the exercise price is higher than the market price (no discount from the market price), assuming that the market price was Baht 0.71 per share before the offering, which is the weighted average market price of shares over the previous fifteen consecutive business days before the date the Board of Directors resolved to approve the increase of capital, allotment of the warrants, and determination of the exercise price for the exercise of the rights under the warrants (from the date of 21 April 2020 to 14 May 2020 - Source: www.set.or.th)

Enclosure 2

(Translation)

In this regard, the Price Dilution shall be calculated from the following formula;

Price Dilution = (Pre-offering market price- Post-offering market price)

Market price before offering

(0.71 - 0.77)
0.71
-8.45%

Whereas
Pre-offering market price	=	0.71
Number of paid-up shares	=	14,862,734,320 shares
Offering market price	=	1.10 Baht
Number of shares reserved for the Warrants	=	2,500,000,000 shares
Market price after offering	=

(Pre-offering market price x Number of paid-up shares) + (Exercise price x Number of shares reserved for the Warrants) Number of paid-up shares + Number of shares reserved for the Warrants

(0.71 x 14,862,734,320) + (1.10 x 2,500,000,000)
14,862,734,320 + 2,500,000,000
0.77 Baht per share

3.2 Effects on profit sharing (earning per share dilution) or effects on the voting rights of existing shareholders (control dilution)

If the rights under all 2,500 million units of warrants are exercised, and 14,862,734,320 of the Company's shares were sold as of the date the Board of Directors meeting resolved to approve the increase of capital and the allotment of warrants, profit sharing or the voting rights of existing shareholders will decline by 14.40 percent of the existing profit sharing or voting rights. This is calculated by dividing the number of shares allocating under this offering by the total sum of (1) the number of paid-up shares and (2) the number of shares allocating under this offering.

Enclosure 2

(Translation)

2,500,000,000

= 14.40 percent

(14,862,734,320 + 2,500,000,000)

4. Opinions of the Company's Board of Directors regarding capital increase

4.1 Reasons and necessity for capital increase

This capital increase will allow investors who plan to subscribe to warrants representing the rights to purchase ordinary shares, which will be issued and offered for private placement, and who will subscribe to, and be allotted perpetual bonds, which will be issued and offered for the total offering value not exceeding Baht 2,500 million under the bond issuance and offering limit approved by the shareholders pursuant to Annual General Meeting of Shareholders No. 24/2019 on 29 April 2019, to help strengthen the Company's finance and be the Company's business partners. These investors have potential, and are truly able to invest in the Company. In addition, this capital increase will prepare the Company and stengthen its finance to ensure its financial flexibility to carry out future projects, be reserved for working capital, and repay some debts to financial institutions, when the rights under the warrants, issued for private placement, are exercised to purchase the Company's ordinary shares.

4.2 Feasibility of plans to manage proceeds raised through the offering of the warrants for

sale

The proceeds raised through the offering of these warrants will be allocated as the Company's working capital, and to repay some debts to financial institutions when the rights under the warrants, issued for private placement, are exercised to purchase the Company's ordinary shares.

4.3 Reasonability for capital increase, plans to manage proceeds raised through the offering of the warrants, and projects to be carried out

The Company will issue and offer warrants representing the rights to purchase ordinary shares for private placement, because funds are needed for working capital, expansion of business and to improve incomes and profits to ensure that its targets will be met. This will raise the strength and stability of the Company's financial position to ensure returns to shareholders. In addition, the Company will be able to invest in target projects in line with the buget.

Enclosure 2

(Translation)

4.4 Expected effects on the Company's business operation, financial status, and operating performance, because of the capital increase, implementation of plans to manage proceeds, and carrying out of projects

This capital increase will be beneficial for the Company's business operation, as it will raise the strength and stability of the Company's financial position, reduce financial costs and the debt-to-equity ratio, improve financial liquidity, and increase the Company's capacity to prepare for the expansion of its core business and/or businesses in connection with the core business. This will be beneficial for the Company's growth in a long term.

4.5 Suitability of the price of the newly-issued shares, and how the price is determined

This issuance and offering of warrants representing the rights to purchase ordinary shares for private placement is not an offering of newly-issued securities for sale at a price lower than 90 percent of the market price. Market price means the weighted average price of ordinary shares of the Company on the SET over the previous fifteen consecutive business days before the date the Company's Board of Directors resolved to propose an agenda item to a meeting of shareholders for the approval of the Company's offering of the warrants.

4.6 Reasons and necessity for the allotment of warrants to investors

This allotment of warrants will allow investors who plan to subscribe to warrants representing the rights to purchase ordinary shares, which will be issued and offered for private placement, and who will subscribe to, and be allotted perpetual bonds, which will be issued and offered for total offering value not exceeding Baht 2,500 million under the bond issuance and offering limit approved by the shareholders pursuant to Annual General Meeting of Shareholders No. 24/2019 on 29 April 2019, to help strengthen the Company's finance and be the Company's business partners. These investors have potential, and are truly able to invest in the Company.

5. Board of Directors' representation on capital increase

If any member of the Company's Board of Directors fails to perform his or her duty with honesty, or protect the benefits of the Company in regard to capital increase, causing damage to the Company, shareholders may, on behalf of the Company, file a lawsuit demanding compensation from that director, under section 85 of the Public Limited Companies Act, B.E. 2535 (1992). If such failure results in illgal benefits for relevant directors or persons, shareholders may, on behalf of the Company, exercise their right to file a lawsuit demanding the director to return those benefits, under section 89/18 of the Public Limited Companies Act, B.E. 2535 (1992).

Enclosure 2

(Translation)

Board of Directors represents that after their careful examination and consideration of information obtained from investors, they agree that this allotment of the warrants to such investors is suitable, because these investors have potential, and are truly able to invest in the Company. In addition, they will help strengthen the Company's finance and be the Company's business partners to generate benefits for the Company.

Enclosure 3

(Translation)

Summary of the Details of the Plan to Issue and Offer for Sale the Ordinary Share-Purchase Warrants of Sansiri Public Company Limited to the Directors and Management/Employees of the Company and/or its Subsidiaries # 8 (ESOP # 8 Plan)

The details of this issuance and offering for sale of the ordinary share-purchase warrants to the directors and management/employees of Sansiri Public Company Limited and/or its subsidiaries # 8 (ESOP # 8 Plan) are as follows:-

Purposes and necessity
1. To induce the management/employees to participate in the Company as an owner;
2. To improve the working morale and to stimulate and encourage the management/employees to perform their best for the highest benefit of the Company.
3. To be an incentive for the employees with high capability and efficiency to work with the Company in the long term.
Details of the warrants
1. Type and Kind of Warrants Ordinary share-purchase warrants that specified names of the holders and are non-transferable. (hereinafter "Warrants")
2. Number of Warrants Offered Not exceeding 700 million units for Sale

2.3	Par Value of Shares	1.07 Baht
	Accommodating Warrants
2.4	Offering Price Per Unit	-0- Baht
2.5	Type of Allotment	Allotted to the directors and the management/employees of
		Sansiri Public Company Limited and/or 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.

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 1 of 13 pages

Enclosure 3

(Translation)

Exercising Price (Per Unit) 1.10 Baht (One Baht and Ten Stang), the Exercising Price may be changed thereafter in case of an Adjustment of Rights
If there is an adjustment of Exercising Price, the Exercising Price must not be lower than the par value of the Company's shares at that time.
Issuance and Offering Date The Issuance and Offering Date of the Warrants will be thereafter

of the Warrants	specified by authorized director or person assigned by the
	authorized director.

2.9 Maturity of the Warrants Not exceeding 5 years from the Issuance and Offering Date of the Warrants.

2.10 Number of Shares Alloted and Reserved for the Accommodation of Warrants

700 million shares which are not exceeding 4.71% of the total sold shares of the Company as at the date on which the Board of Directors Meeting resolved to approve this Plan.

The Company will complete the offering for the sale of shares accommodating the exercise of rights in accordance with the Maturity of the Warrants.

2.11 Adjustment of Rights	The Company will adjust or change Exercise Ratio and Exercising
	Price of warrant holders in accordance with the calculation method
	that will subsequently be specified. If the incident as specified in
	the Notification of the Capital Market Supervisory Board No.
	TorChor. 34/2551 regarding Application for and Approval of Offer
	for Sale of Newly Issued Share Warrants and Underlying Shares
	dated 15 December 2008 (including the amendments), the relevant
	Notification of Capital Market Supervisory Board and/or the
	Notification of the Board of the SEC occurred that there must be an
	Adjustment of Rights which, in further details, an authorized director
	or a person assigned by an authorized director will be assigned as
	person with power to consider and specify other conditions and
	other details relevant to the adjustment or the change of Execise

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 2 of 13 pages

		Enclosure 3
	(Translation)
	Ratio and Exercising Rights under the relevant laws, notifications,
	rules and regulations as deemed appropriate.
2.12 Exercise Period	Except during the period which the exercise of the Warrants is
	temporarily prohibited as determined and announced by an
	authorized director or a person assigned by the authorized director,
	such as, the period when the Company is in the process of
	issuance and offering for sale of its newly issued share or any other
	case to be determined by an authorized director or a person
	assigned by the authorized director, the warrant holder shall be
	entitled to exercise the Warrant to purchase ordinary shares in the
	number which the warrant holder is entitled to exercise each year
	according to the succeeding paragraph once every calendar
	month on the last working day of each month, commencing from
	the first month that he/she has received the confirmation of his/her
	allocation from the Company throughout the Maturity 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 (the "Last Exercise Date"). In the
	case that 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 last working day prior to such date.
	The warrant holders will be entitled to exercise the right under the
	Warrant as follow:
	1st Year	The maximum number of ordinary shares that the each
		warrant holder can exercise the right to purchase are
		1/5 of the total number of the warrants being allotted

to him/her by the Company.

The number of the Warrants being exercisable in the 1st year but remain outstanding can be exercised in the following years until they have reached the expiration of the Exercise Period in accordance with the Plan.

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 3 of 13 pages

Enclosure 3

(Translation)

2nd Year The maximum number of ordinary shares that the each warrant holder can exercise the right to purchase are 1/5 of the total number of the Warrants being allotted to him/her by the Company.

The number of the Warrants being exercisable in the 2nd year but remain outstanding can be exercised in the following years until they have reached the expiration of the Exercise Period in accordance with the Plan.

3rd Year The maximum number of ordinary shares that the each warrant holder can exercise the right to purchase are 1/5 of the total number of the Warrants being allotted to him/her by the Company.

The number of the Warrants being exercisable in the 3rd year but remain outstanding can be exercised in the following years until they have reached the expiration of the Exercise Period in accordance with the Plan.

4th Year The maximum number of ordinary shares that the each warrant holder can exercise the right to purchase are 1/5 of the total number of the Warrants being allotted to him/her by the Company.

The number of the Warrants being exercisable in the 4th year but remain outstanding can be exercised in the following years until they have reached the expiration of the Exercise Period in accordance with the Plan.

5th Year The maximum number of ordinary shares that the each warrant holder can exercise the right to purchase are 1/5 of the total number of the Warrants being allotted to him/her by the Company.

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 4 of 13 pages

Enclosure 3

(Translation)

2.13 Period to Submit the Expression of Intent to Exercise the Right

Inability to Cancel the Expression of Intent to Exercise the Rights
Secondary Market of the Warrants
Secondary Market of the Ordinary Shares Caused by the Exercise of Rights under the Warrants

During the Exercise Period, the warrant holders shall be able to express his/her intention to exercise the Warrants to purchase ordinary shares on any working day of the Company between the 1st and the 25th day of every calendar month from 9:00 a.m. to 3:00 p.m. 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 Warrants will be the last working day prior to such date.

For the Last Exercise Date, the warrant holder wishing to exercise the right to purchase the Company's ordinary shares must express its intention to purchase ordinary shares during the period of 15 days prior to the Last Exercise Date.

When the warrant holder expresses its intention to exercise the right to purchase ordinary shares under the Warrant, the warrant holder will be unable to cancel the expression of intent to exercise the rights.

The warrants will not be listed on the Stock Exchange of Thailand by the Company.

The Company will register ordinary shares caused by the exercise of rights to purchase ordinary shares under the Warrant to become registered securities in the Stock Exchange of Thailand.

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 5 of 13 pages

Enclosure 3

(Translation)

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

3.1 List of directors of Sansiri Public Company Limited who will receive the allotment of the warrants that will be issued under this plan and the number of warrants to be allotted to each of them.

			Number of	% of Total
No.	Name	Position	Allocated Warrants	Allocated Warrants
				(of the Plan)
1	Mr. Uthai Uthaisangsuk	Director	No more than 35	No more than 5%
million units

		TOTAL	No more than 35	No more than 5%
		million units

3.2 List of directors of the Company's subsidiaries who will receive the allotment of the warrants that will be issued under this plan and the number of warrants to be allotted to each of them.

				Number of	% of Total
	No.	Name	Position	Allocated Warrants	Allocated Warrants
					(of the Plan)
	1	Mr. Thalin Aeimtitiwat	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	2	Mr. Nopporn Boonthanom	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	3	Mrs. Ob-oom Chutrakul	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	4	Mr. Poomipak Julmanichoti	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	5	Mrs. Nirada Wonganantkul	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	6	Mr. Chan Sirirat	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	7	Mr. Jirayu Archacharoensuk	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	8	Miss Natthaluck Sakulpoonyapond	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	9	Mr. Samatcha Promsiri	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	10	Miss Varangkana Artkarasatapon	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	11	Mr. Piti Jarukamjorn	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	12	Mr. Anukul Ratpitaksanti	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

	13	Mr. Ongart Suwannakul	Director of the	No more than 35	No more than 5%
	subsidiary companies	million units

			TOTAL	No more than 455	No more than 65%
			million units


Summary of ESOP # 8 plan : Sansiri Public Company Limited	page 6 of 13 pages

Enclosure 3

(Translation)

Remark

Persons whose names appear in the above tables will be allotted with warrant units in their capacity as management and/or employees of the Company and/or the Company's subsidiaries. However, as those persons are designated to hold positions as directors of the Company's subsidiaries, thus, it shall be deemed that the warrant units are to be allotted to such persons in their capacity as directors in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 32/2551 Re: Offer for Sale of Newly-issued Securities to Directors or Employees dated 15 December 2008 (as amended).
The number of warrant units as shown in the above tables are the maximum number of warrant units to be allotted to the

management and/or employees (who are the directors of the Company's subsidiaries). The actual allocation of the warrants to each of them will depend mainly on his/her qualifications, position, years of service and capability of each employee.

(3)

The names of the managmeent/employees who will be alloted with warrants more than 5% of the total warrants issued under this plan and the number of warrants to be allotted to each of them
- N.A. -
The effects to the existing shareholders caused by the offering for sale of the warrants under this plan

5.1 Impact on the market price of share (price dilution)

In the event that all of 700 million units of warrants have been exercised at the exercising price of Baht

1.10 (One Baht and Ten Stang) per unit, there will not be effect on the market price of share due to the fact that the exercising 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 0.71 per share which is the weighted average market price of the Company's shares over the previous 15 days consecutively prior to the date on which the Board of Directors' Meeting has resolved to approve this Plan as well as specifying the exercising price of the warrants under this Plan (from 21 April 2020 to 14 May 2020 - Source : www.set.or.th).

In this regard, the Price Dilution shall be calculated from the following formula;

Price Dilution

(Pre-offering market price- Post-offering market price)

Market price before offering

(0.71 - 0.73)
0.71
-2.82%

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 7 of 13 pages

Enclosure 3

	(Translation)
Whereas
Pre-offering market price	=	0.71
Number of paid-up shares	=	14,862,734,320 shares
Offering market price	=	1.10 Baht
Number of shares reserved for the Warrants	= 700,000,000 shares
Market price after offering	=

(Pre-offering market price x Number of paid-up shares) + (Exercise price x Number of shares reserved for the Warrants) Number of paid-up shares + Number of shares reserved for the Warrants

(0.71 x 14,862,734,320) + (1.10 x 700,000,000)
14,862,734,320 + 700,000,000
0.73 Baht per share

5.2 The effects to the profit sharing (Earning per Share Dilution) or voting right of the existing shareholders (control dilution)

In the event that all of 700 million units of warrants have been exercised, based on the total number of the sold shares of the Company of 14,862,734,320 shares as at the date on which the Plan was approved by the Board of Directors Meeting, profit sharing or the voting rights of existing shareholders will decline by 4.50 percent of the existing profit sharing or voting rights. This is calculated based on the number of shares reserved for the offering of sale of the warrants under the Plan, divided by the total sum of (1) the number of the paid-up shares and (2) the number of shares reserved for the offering of sale of the warrants under the Plan.

700,000,000

= 4.50 percent

(14,862,734,320 + 700,000,000)

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 8 of 13 pages

Enclosure 3

(Translation)

6. Rules for the Allocation, Procedures for the Offering for Sale of Warrants and Conditions of the Exercise of Rights

Rules for the Allocation
- Allocation to the directors and the management /employees of Sansiri Public Company Limited and/or 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 management /employees of the Company and/or its subsidiaries who will be eligible for warrants allocation are as follows:
- 1. Being a director or a management of the Company and/or its subsidiaries on 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).
  2. Being an employee of the Company and/or its subsidiaries on 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).
  3. In exceptional case which is not qualified to the conditions in Clause (a) and (b), the case will be proposed to the Company's Nomination and Compensation Committee for consideration; and
  4. The number of warrants to be allocated to each of the directors and management /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 selection of the management/employees who will be eligible to be allotted based on their ranking, years of services, capability and their contribution to the Company.
Procedures for the Offering for Sale of Warrants
The Company will proceed to complete the allotment of these warrants to the directors and

management/employees of the Company and/or its subsidiaries within one year after the shareholders' meeting has approved the issuance and offering for sale of the warrants under this Plan.

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 9 of 13 pages

Enclosure 3

(Translation)

6.3 Conditions of the Exercise of Rights
In case a director of the Company's subsidaiary ceases to be a director due to a retirement by rotation but is not re-elected for the consecutive term: If the warrant holder ceases to be the director of the Company's subsidaiary due to the a retirement by rotation but is not re-electedfor the consecutive term, such person shall be entitled to exercise all warrants left unexercised at the cessation date until the maturity date of the warrants.
Death, Disappearance, Incompetence or Disability (unable to conduct his/her own business): If the warrant holder ceases to be a director, management or employee of the Company and/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 applicable) shall be entitled to exercise all warrants left unexercised at that time until the maturity date of the warrants, provided that the all the relevant legal documents have been presented to the satisfaction of the Chief Executive Officer and the President.
Termination of employment by the Company without fault committed by the management/employee or termination of the employment under the normal retirement or early retirement program of the Company: If the warrant holder ceases to be the management/employee of the Company and/or any of its subsidiaries as a result of the termination of employment without fault committed by the management/employee or termination of the employement under the normal or early retirement program of the Company (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.
Termination of employment by the Company with fault committed by the management/employee which, according to the Company's work regulations, the Company is entitled to terminate the employment without paying any serverance pay: if the warrant holder ceases to be a management/ employee of the Company and/or any of its subsidiaries as a result of the terminauion of employment with fault committed by the managmenet/employee which according to the Company's work regulations, the Company is entitled to terminate the management/employment without paying any serverance pay, the warrant holder shall cease to have a right to exercise any warrants left unexercised at the termination date. The unexercised warrants will be returned to the Company for further allotment to other directors and/or the management/employees whose qualifications meet the criteria, subject to the conditions as stipulated in Clause 10.

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 10 of 13 pages

Enclosure 3

(Translation)

Other Reasons : If the warrant holder ceases to be a director or management/employee of the Company and/or any of its subsidiaries for any reason, other than those specified in the Clause (a) to (d) above (including death) , such person or beneficiary designated by such person in case of death (as applicable) will be entitled to exercise the warrants for further two times only, i.e. for the first time: on the Exercise Date in the month which such person ceases to be a director or a management/employee and, for the second time, on the Exercise Date in the month after the month in which such person ceases to be a director or the management/employee. Then the unexercised warrants will be returned to the Company for further allotment to other directors and/or the management/employees whose qualifications meeting the criteria, subject to the conditions as stipulated in Clause 10.
The warrants issued under the Plan and the right thereof cannot be transferred or assigned to any person other than the person whose name stated in the warrant, except in case of disappearance, incompetence or disability (unable to conduct his/her own business) of the warrant holder, his/her heir, guardian or curator (as applicable) shall be then entitled to exercise the right under that warrant until the maturity of the warrants provided that all relevant legal documents have been presented to the satisfaction of the Chief Executive Officer and the President or any other events which Chief Executive Officer and President may consider appropriate.
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 management / employees of the Company and its subsidiaries, who will receive the allotment of the warrants at the time of offering for sale of the warrants.

7. Assistance from the Company in Acquiring Sources of Capital Given to the Directors and the Management/Employees

- N.A. -

8. The Right of the Ordinary Shares Issued and Reserved for the Exercising of the Warrants

The rights of ordinary shares issued as a result of the exercise of the warrant by the warrant holder under

this plan will have the same rights and conditions as the existing ordinary shares of the Company issued earlier and will be entitled to receive dividends when they are paid.

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 11 of 13 pages

Enclosure 3

(Translation)

9. Veto right of shareholders to the offering for sale of the warrants under this plan

The offering for sale of the warrants has to be approved by the affirmative vote of not less than three quarters

(3/4) of all votes of shareholders who attend and have the right to vote in the shareholders' meeting provided that there is no objection by the shareholders holding shares in aggregate more than 10% of the total votes of shareholders who attend the meeting.

10. Additional conditions in the case that the Company intends to reallocate the warrant which had ever been offered for sale before
The Company will propose to the ordinary meeting of shareholders no. 25/2020 in order to consider and approve that the Company can reallocate the warrants to other directors or employees which are delivered back to the Company or its designated person by its director or employee due to his/her resignation or cessation of being a director or an employee of the Company or its subsidiaries for certain reasons as stipulated by the Company in this Plan, and subject to the conditons as follows:
In the case of the allocation to the management/employees, if there is no management/employee who will receive warrants in the number exceeding 5 percent of the total warrants offered for sale under this Plan, after the allotment, the Company can then proceed according to the resolution of the shareholders' meeting. In this regards, the criteria of the allocation of warrants in Clause 6 hereof will be applied mutatis mantadis.
In the case that it is an allocation to the director in any number of warrants or if it is an allocation of the warrants to any management/employee in the aggregate number of more than 5 percent of the total warrants offered for sale under this Plan, prior to the reallotment of the warrants previously offered for sale, the Company will call for the shareholders' meeting in order to consider and approve the allocation of such warrants, providing that the calling of the meeting, the invitation to attend the shareholders' meeting and the resolution of the shareholders' meeting shall be conducted in accordance with the criteria as stipulated in the Notification of the Capital Market Supervisory Board No. TorChor. 32/2551 Re: Offer for Sale of Newly-issued Securities to Directors or Employees dated 15 December 2008, including notification or other stipulations amending or replacing the Notification.

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 12 of 13 pages

Enclosure 3

(Translation)

11. Other conditions

Summary of ESOP # 8 plan : Sansiri Public Company Limited

page 13 of 13 pages

Enclosure 4

The details of the debenture scheme to be issued and offered by the Company

Category	All types of debentures, with name or bare registered, secured or
	unsecured, with or without debenture holders' representative upon
	market conditions at the time of each issuance and offering.
Total Value of	The total amount of the debentures of the Company (at par value) with
Debenture	the aggregate amount of all outstanding debentures of all categories at
	any time shall not exceed Baht 50,000 million or equivalent in other
	currency. In this regard, the Company is entitled to issue the debentures
	to replace the existing debentures, which are redeemed in any methods,
	on the same date (Revolving Basis), provided that the issued debentures
	which have not been redeemed shall not exceed the said amount at any
	time.
Currency	Thai Baht and/or other currency in the equivalent amount.
Interest	Depending on the market conditions at the time of each issuance and
	offering.
Maturity	Depending on the market situation at the time of each issuance and
	offering. The debentures may be with or without put and/or call options
	or the debentures have matured upon the dissolution of the Company
	(perpetual bond).
Call Redemption	The holder of the debentures and the Company may or may not have the
	right to redeem the debentures before the maturity date, or the Company
	may or may not arrange for special event redemption, depending on the
	terms and conditions of each issuance.
Offering for sale	Offers for sale in the country and/or abroad to general investors and/or
procedures	specific investors and/or high net worth investors and/or institutional
	investors in the country and/or institutional investors abroad which may
	be offers for sale once and in full amount or occasional offers for sale or
	offers for sale in projects depending on the discretion on the suitability
	and necessity of the use of proceeds of the Company.
	The board of directors of the Company shall take actions as necessary
	for and in connection with the issuance and the offer for sale of
	debentures to comply with the law, including but not limited to the
	following acts:
	(1) the specification of the par value, offering price per unit, period of
	the offer for sale, interest rate, offer for sale and allotment procedures,
	details of the offer for sale, maturity, redemption, and expenses
	concerning the issuance and offer for sale of debentures;
	(2) the appointment of financial advisors, underwriters, credit rating
	agencies of the securities issuers and/or securities, legal advisors, and/or
	other persons if such persons must be appointed due to relevant rules and
	regulations, or in other cases, as appropriate;
	(3) communicating with regard to, negotiating, entering, signing, and
	amending contracts and/or documents including contacting, providing
	information to, and filing documents and evidence with the Office of the
	Securities and Exchange Commission, the Stock Exchange of Thailand,
	credit rating agencies, the Thai Bond Market Association and/or other
	agencies concerning the issuance and offer for sale of debentures,
	including the taking of all relevant and necessary actions as appropriate.
	Page 1/1

Enclosure 5

The Details of the Amendment to the Company's Articles of Association

Current Version	Proposed Changes	Rationale

Chapter 4 The Shareholders Meeting

Article 30.The Board of Directors shall call a shareholders meeting which is an Annual Ordinary General Meeting of Shareholders within 4 (four) months of the last day of the fiscal year of the Company.

Shareholders Meetings other than the one referred to in the abovementioned meeting shall be called Extraordinary Meetings. The Board of Directors may call an Extraordinary Meeting of Shareholders any time the Board considers it expedient to do so, or one or more than one shareholders holding shares amounting to not less than 10 (ten) percent of the total number of shares sold may submit their names in a request directing the Board of Directors to call an Extraordinary Meeting at any time, but the agendas and reasons for calling such meeting shall be clearly stated in such request. The Board of Directors shall proceed to call a shareholders meeting to be held within 45 (forty-five) days of the date of receipt of such request from the said shareholders.

If the Board of directors does not hold the meeting within the period of time specified in paragraph two, the shareholders who subscribe their names or other shareholders holding shares amounting to the required amount may call the meeting themselves within 45 (forty-five) days as from the date on which the period of time in paragraph two ends. In this case, the meeting in deemed a shareholders meeting called by the Board of Directors and the Company shall be responsible for the expense incurred therefrom and shall reasonably facilitate the meeting.

In the case where the quorum of the meeting called by the shareholders under paragraph three cannot be constituted as specified in Article 32, the shareholders under paragraph three shall compensate the Company the expenses incurred from such meeting.

This is to comply with the Emergency Decree on Electronic Meetings, B.E. 2563 (2020), dated 19 April 2020.

page 1 / 2

		Enclosure 5

Current Version	Proposed Changes	Rationale
Chapter 4 The Shareholders Meeting

	Where the Board of Directors
	deems appropriate, the meeting of the
	shareholders may be held via electronic
	means, provided that such meeting shall
	be held in accordance with the laws,
	regulation, notifications, requirements
	or any other relevant rules that are
	currently applicable or as may be
	amended in future.
	The notice of the meeting
	may be served via electronic means,
	subject to requirements under the
	applicable laws.

Chapter 7 Addendums

Article 51.The Company's seal are	Article 51.The Company's seal are	Since the Company's logo is
affixed as follow:	affixed as follow:	changed, it is appropriate to
		change the Company's seal
		so as to be concurrence with
		its logo.

page 2 / 2

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Sansiri pcl published this content on 29 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2020 02:52:09 UTC

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Company Profile

Sansiri Public Company Limited is a Thailand-based company, which is engaged in property development. The Company is principally engaged in property development with its properties consisting of land and housing projects under the brands: Sansiri, Setthasiri, and Saransiri. The Company operates through five segments: Real estate; Building management, project management and real estate brokerage; Hotel management; Hotel business; and Other business. Its single-house properties include Setthasiri Pattanakarn, Setthasiri Chaengwattana - Prachachuen 2, Setthasiri Wongwaen - Lamlukka, Burasiri San Phi Suea, and Kanasiri Wongwaen - Lamlukka. Its townhome Town Avenue Merge Rattanathibet, Town Avenue Song-Kwae, and Mettown Bangna. Its condominium project includes XT Phayathai, dcondo reef, THE LINE Vibe, FLO BY SANSIRI, THE BASE Height - Chiang Mai, THE MUVE Bangkhae, XT Ekkamai and THE BASE Phetchaburi Thonglor.

Sector

Real Estate Development & Operations

Calendar

2024-05-12 - Q1 2024 Earnings Release (Projected)

More about the company

Income Statement Evolution

More financial data

Ratings for Sansiri

Trading Rating

Investor Rating

ESG Refinitiv

B-

More Ratings

Analysts' Consensus

Sell

Buy

Mean consensus

BUY

Number of Analysts

Last Close Price

1.69 THB

Average target price

2.081 THB

Spread / Average Target

+23.16%

Consensus

EPS Revisions

Estimates Revisions

Quarterly earnings - Rate of surprise

Company calendar

Sector Residential Real Estate Development

	1st Jan change	Capi.
SANSIRI	-4.52%	776M
VONOVIA SE	-11.56%	22.07B
AKELIUS RESIDENTIAL PROPERTY AB	+8.24%	10.91B
CHINA VANKE CO., LTD.	-37.38%	9.8B
DEUTSCHE WOHNEN SE	-30.33%	7.17B
VINHOMES	-5.79%	6.96B
VINGROUP	-5.83%	6.09B
IIDA GROUP HOLDINGS CO., LTD.	-6.32%	3.63B
OPEN HOUSE GROUP CO., LTD.	+11.21%	3.55B
TRICON RESIDENTIAL INC.	+27.36%	3.26B

Residential Real Estate Development