SET Announcements

(Translation) No. CK-02-0000-HRL-L-0218 28 February 2002 Re: Notification of Resolutions of the Board of Directors Meeting No. 1/2002 and Notification of the Closing Date of the Share Register for Suspension of the Share Transfer to Establish the Right to Attend the 2002 Annual Ordinary General Meeting of Shareholders Attn. Director and Manager of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited held the Board of Directors Meeting No. 1/2002 at 2:00 p.m. on 28 February 2002 at the Conference Room on the 6th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. The Board of Directors Meeting resolved on the matters as follows: 1. The Minutes of the Board of Directors Meeting No. 4/2001 were approved. 2. The Articles of Association were amended to be in line with the Good Corporate Governance as Chapter 6 as per the following wording: "Chapter 6 Supplemental Provisions Article 54. The Company shall comply with the laws governing securities and exchange. Should the Company maintain any of its securities listed on the Stock Exchange of Thailand, the Company shall comply with rules, notifications, directives or regulations set forth by the Stock Exchange of Thailand, including the requirements on disclosure of connected transactions and acquisition or disposal of significant assets of the Company or its subsidiaries." 3. The Company was granted approval to transfer capital reserve pursuant to Section 51, Section 116 or other reserved funds to compensate the Company's accumulated loss and this matter may be presented to the 200 Annual Ordinary General Meeting of Shareholders for consideration and approval. 4. The balance sheet and income statement for the year ending 31 December 2001 were approved for presentation to the 2002 Annual Ordinary General Meeting of Shareholders. 5. The 2002 Annual Ordinary General Meeting of Shareholders was scheduled to be held on 30 April 2002 at 9:30 a.m. at the Conference Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. 6. The agenda for the 2002 Annual Ordinary General Meeting of Shareholders was determined as follows: Item 1. To consider and approve the Minutes of the 2001 Annual Ordinary General Meeting of Shareholders Opinion of the Board : The Minutes of the 2001 Annual Ordinary General Meeting of Shareholders should be approved. Item 2. To consider and approve the amendment of the Articles of Association to be in line with the Good Corporate Governance Opinion of the Board : The Meeting should approve the amendment of the Company's Articles of Association so as to be in line with the Good Corporate Governance. Item 3. To consider and acknowledge the Company's operational results for the year 2001 Opinion of the Board : The Company's operational results for the year 2001 should be acknowledged Item 4. To consider and approve the balance sheet and income statement for the year ending 31 December 2001 Opinion of the Board : The balance sheet and income statement audited by the auditor should be approved. Item 5. To consider and approval profit appropriation Opinion of the Board : Profit should not be appropriated even though the Company derived a net profit of Baht 2,618,643,813, but the Company still had an accumulated loss of Baht 57,027,062 and no dividend payment for the year 2001 should be declared. Item 6. To consider election of directors to replace those due to retire by rotation Opinion of the Board : The Meeting should elect new directors to replace those directors who were due to retire by rotation and the retiring directors should be re-elected. Item 7. To consider the determination of remuneration for directors Opinion of the Board : Remuneration for directors for the year 2002 should be determined. Item 8. To consider the appointment of auditor and determination of remuneration for the year 2002 Opinion of the Board : The auditor should be appointed and the remuneration should be determined as per the Board's proposal. Item 9. To consider granting approval for the Company to transfer capital reserve pursuant to Section 51, Section 116 or other reserved funds to compensate the Company's accumulated loss Opinion of the Board : The Company should be granted approval to transfer capital reserves to compensate the Company's accumulated loss as per the Board's proposal. Item 10.To consider other matters (if any) 7. The share register for suspension of the share transfer to establish the right to attend the 2002 Annual Ordinary General Meeting of Shareholders was scheduled to be closed on 9 April 2002 at 12:00 hours until such time as the 2002 Annual Ordinary General Meeting of Shareholders adjourns. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Managing Director ________________________ ________________________ (continued) (continued) ENDNOTES 03/01/02 11:31 AM bangkok 65751 v1 [TRANLATION] -3- 03/01/02 11:31 AM bangkok 65751 v1 [TRANLATION]