SET Announcements

(Translation) No. CK-03-0000-PO-L-0237 November 6, 2003 Re: Notification of Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2003 Attn.: President of the Stock Exchange of Thailand CH. Karnchang Public Company Limited held the Extraordinary General Meeting of Shareholders No. 1/2003 at the Conference Room on 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, on November 6, 2003, at 9:30 a.m., the Company hereby notifies such resolutions passed by the Extraordinary General Meeting of Shareholders as follows: 1. The Meeting unanimously resolved to grant approval for the Minutes of the 2003 Annual Ordinary General Meeting of Shareholders, held on April 30, 2003. 2. The Meeting unanimously resolved to grant approval for change of the number and value of Company shares, from originally 105,000,000 shares to 1,050,000,000 shares, and from the par value of Baht 10 per share to Baht 1 per share. 3. The Meeting unanimously resolved to grant approval for issuance of warrants to the existing shareholders as detailed below: Type of warrants : Warrants No. 1 for ordinary shares in CH. Karnchang Public Company Limited Number of issued warrants : 210,000,000 units Offering price per unit : None (Baht 0 per unit) Allocation method : To be allocated to the existing shareholders in the Company as per the name list on the date of closing the share register book to suspend share transfer, which would be scheduled after receipt of approval from shareholders, at the rate of 5 ordinary shares per 1 unit of warrant (any fraction of the number of shares shall be rounded off). Exercise ratio : 1 unit of warrant would be entitled to purchase 1 ordinary share. Exercise price per unit : Baht 4.50. Term of warrants : 3 years from the issuance date as specified in the warrants. Exercise period : On a quarterly basis during the business hours of the last day of the month and the final exercise of warrants may take place during a 30 day period prior to the scheduled exercise period. Secondary market for warrants : The Company will have these warrants for ordinary shares listed on the Stock Exchange of Thailand. Restriction of transfer : None. Number of shares reserved for exercise of warrants : 210,000,000 shares or 20.00 percent of shares issued and paid up. The Executive Board and/or its designate was authorized to determine details, ratio of warrants to ordinary shares, exercise price, conversion ratio of warrants to ordinary shares, as well as the relevant criteria, conditions and details and any other arrangements relating to the issuance of warrants in all respects, subject to the provisions of the applicable laws, notifications, regulations and criteria to achieve said purposes. 4. The Meeting unanimously resolved to grant approval for issuance of warrants to the directors and employees, with not less than three quarters of the total votes of shareholders present in the Meeting and having voting right and no shareholder holding a total of shares exceeding 10 percent of the total votes of shareholders present in the Meeting objected to the securities offering. The details of these warrants shall be as follows: Type of warrants : Warrants No. 1 for ordinary shares in CH. Karnchang Public Company Limited Number of issued warrants : 52,500,000 units Offering price per unit : None (Baht 0 per unit) Allocation method : To be allocated to directors and employees, provided that none of directors or employers shall be allocated more than 2,500,000 units or more than 5 percent of all warrants offered on this occasion. Exercise ratio : 1 unit of warrant will be entitled to purchase 1 ordinary share. Exercise price per unit : Baht 4.50. Term of warrants : 3 years from the issuance date as specified in the warrants. Exercise period : On a quarterly basis during the business hours of the last day of the month. Secondary market for warrants : The Company will have these warrants for ordinary shares listed on the Stock Exchange of Thailand. Restriction of transfer : None. Number of shares reserved for exercise of warrants : 52,500,000 shares or 5.00 percent of shares issued and paid up. The Executive Board and/or its designate was authorized to determine a list of the Company's directors, executives and employees to whom ordinary shares would be allocated, and the number of ordinary shares to be allocated to each director, executive and employee. The consideration of allocation would be based on level, position, responsibility and remuneration, which the Company offers to the directors, executives and employees including a period of one year retroactively from the date on which this plan is approved by the Company's shareholders' meeting, so as to identify the estimated number of shares to be allocated to each person. 5. The Meeting unanimously resolved to grant approval for amendment of the Company's registered capital to increase from Baht 1,050,000,000 to Baht 1,312,500,000, by way of issuance of new 262,500,000 ordinary shares to accommodate the conversion of warrants, divided into 210,000,000 shares to accommodate the exercise of warrants by the existing shareholders, and 52,500,000 shares to accommodate the exercise of warrants by directors and employees, whereby the Company's registered capital after the capital increase would amount to a total of Baht 1,312,500,000, divided into 1,312,500,000 ordinary shares of Baht 1 per share, with the paid up capital of Baht 1,050,000,000. 6. The Meeting unanimously resolved to grant approval for amendment of Clause 4 of the Memorandum of Association regarding registered capital and share value, whereby the existing provisions shall be cancelled and replaced by the following: "Clause 4. Registered capital Baht 1,312,500,000 (One Thousand Three Hundred Twelve Million Five Hundred Thousand Baht) Divided into 1,312,500,000 shares (one thousand three hundred twelve million five hundred thousand shares) Par value Baht 1 (One Baht) per share Divided into Ordinary shares 1,312,500,000 shares (one thousand three hundred twelve million five hundred thousand shares) Preferred shares- None - ( - )" 7. The Meeting unanimously resolved to grant approval for amendment of Article 53 of the Articles of Association, regarding the Company seal, whereby the existing provisions and seal shall be cancelled and replaced by the following: Article 53. The Company seal shall be as follows: 8. The Meeting unanimously resolved to grant approval for cancellation of the issuance and offering of the outstanding debentures in the amount of Baht 1,600 Million, comprising unsecured debentures remaining from the existing amount of not exceeding Baht 2,500 Million. 9. The Meeting unanimously resolved to grant approval for the Company to issue and offer secured and/or unsecured debentures to derive funds to refinance the existing loan and to serve to accommodate the Company's business operations and expansion as described below. Details of Debentures Type : Secured and/or Unsecured Debentures Value : Not exceeding Baht 3,000 Million Term : Within 10 years Such debentures shall be offered to the general public and institutional investors in the country and/or overseas, whether in whole or in part, and whether on a single or several occasions. The Executive Board and/or its designate was authorized to determine details of secured debentures, amount, term, par value, offering price, interest rate, periodic repayment of principal, offering procedure, period of issuance and offering depending on the circumstances and for a period as deemed appropriate. The Executive Board and/or its designate was also authorized to appoint representative of holders of debentures and/or registrar of debentures and/or broker and/or underwriter and/or advisor and related parties, including the execution of contracts and/or any other documents with the related parties, preparation and/or filing of applications, and listing of debentures on the Thai Bond Dealing Center or other secondary markets, as well as determination of the relevant criteria, conditions and details and any relevant arrangements to achieve said purposes, subject to the provisions of the applicable laws, notifications, regulations and criteria. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Managing Director