SET Announcements

No. CK-99-0000-HRL-0552 27th September, 1999 Subject : Notification of the Director Board Meeting No. 4/1999 Attention : Director and Manager The Stock Exchange of Thailand Whereas the Director Board Meeting No.4/1999 of CH. Karnchang Public Company Limited ("The Company") held on 27th September, 1999 at 5.30pm at The Company's head office on the 2nd floor, 587 Sutthisarn Road, Dindaeng, Dindaeng, Bangkok.The resolution of the said meeting as follows : 1. The Meeting has approved the Minutes of the Director Board Meeting No. 3/1999. 2. The Meeting authorized The Company to issue and sell Senior Debenture, unsecured and/or secured in Thai Baht currency and/or foreign currency equivalence of not more than Thai Baht 2,000 million for onshore and/or offshore, to financial institutions for the whole or some part thereof, to be offer at one time or several times, with debenture terms not more than 10 years. Assign the Management Board to set the details and/or conditions related to debentures issue and sell, such as issue price, selling procedures, issue size, face value, coupon rate, interest period, custodian, debenture holders, and company advisor. 3. The Meeting authorized The Company to acquire 1,774,220 shares in Pathum Thani Water Co., Ltd. from CH. Karnchang Holding Co., Ltd. in the amount of 218,770,000 Baht, under the condition that it is approved by three forth of the shareholders in attendance at the Extraordinary Shareholders Meeting, or their assignees who attended the Meeting and have right to vote, excluding connected persons in the connected transaction, in accordance with the announcement of the SET re. Disclosure Connected Transactions for listed companies announced on 17th February, 1993. 4. The Meeting authorized The Company to acquire 849,997 shares in Bangkok Concrete Industry Co., Ltd. from Mahasiri Siam Co., Ltd. in the amount of 94,280,000 Baht, under the condition that it is approved by three forth of the shareholders in attendance at the Extraordinary Shareholders Meeting, or their assignees who attended the Meeting and have right to vote, excluding connected persons in the connected transaction, in accordance with the announcement of the SET re. Disclosure Connected Transactions for listed companies announced on 17th February, 1993. 5. The Meeting has approved to appoint Industrial Financial Corporation of Thailand as The Company's financial advisor in order to comment the Independent Director. 6. The Meeting has approved for The Company to invest in a company with a registered capital not more than Baht1,200 million for the purpose of investing in large scale infrastructure projects such as the Second Stage Expressway Project, Pathum Thani and West Bangkok Water Supply Projects, and The Metropolitan Rapid Transit Authority Concession Project, which will joinly invest with personal, corporate, domestic and international institutional investor, all of which invest in the amount not more than 60% of the above said company's registered capital. 7. The Meeting has approved to arrange The Company's Shareholders Meeting No.1/1999 held on 3rd November, 1999 at 9.30am at the Emerald Hotel, 99/1 Ratchadaphisek Road, Huay Kwang, Dindaeng, Bangkok with the agendas as follows: Agenda 1: Approval for Ordinary Annual Shareholders Meeting for 1999 Agenda 2: Authorize for The Company to issue and sell Senior Debenture, unsecured and/or secured in Thai Baht currency and/or foreign currency equivalence of not than Thai Baht 2,000 million for onshore and/or offshore, to financial institutions for the whole or some part thereof, to be offer at one time or several times, with debenture terms not more than 10 years. Assign the Management Board to set the details and/or conditions related to debentures issue and sell, such as issue price, sell procedures, issue size, face value, coupon rate, interest period, custodian, debenture holders, and company advisor. Agenda 3: Consider and authorize The Company to acquire common shares in Pathum Thani Water Co., Ltd. from CH. Karnchang Holding Co., Ltd. Agenda 4 : Consider and authorize The Company to acquire common shares in Bangkok Concrete Industry Co., Ltd. from Mahasiri Siam Co., Ltd. Agenda 5 : Consider to appoint The Company's financial advisor Agenda 6 : Consider the others (if) 8. The Meeting has approved to close the Registered Book on 13th October, 1999 at 12.00pm for the right to attend the Extraordinary Shareholders Meeting No.1/1999. For your consideration Your faithfully, (Mr. Plew Trivisvavet and Mr. Kamthorn Trivisvavet) Director