SET Announcements

SET Announcements

04 November 2004

Notify Board of Directors Meeting No.3/2547 and Book Closing

= Translation = Ref. No. CK-04-0000-PO-L-0299 November 4, 2004 Re: Notify the Company's Board of Directors Meeting No. 3/2547 and the Closing date of the Registrar's Book to conclude the rights for attending the 1/2547 Extraordinary Shareholders Meeting To: The President The Stock Exchange of Thailand Attachment : 1. Transaction Information of Share Acquisition of Thai Tap Water Supply Company Limited 2. Transaction Information of Share Acquisition of Bangkok Expressway Public Company Limited 3. 3. Information of Transaction Affiliated to the Shares of Bangkok Expressway Public Company Limited Whereas the Company's Board of Directors No. 3/2547 held on November 3, 2001 at 3.00 p.m. have made a resolution for several matters as follows: 1. Approval of the Company's option to buy the ordinary shares of Thai Tap Water Supply Company Limited from General Akkradej Sasiprapa totaled 10,499,997 shares or equivalent to 35% of the registered and paid-up capital, of which total value does not exceed Baht 1,628,000,000. Remarks : * The Company had been informed from the seller on November 2, 2004 that should the Company exercises its right to buy such amount of shares in accordance with the granted right contract by December 16, 2004, the right grantor would designate the Company to have to additionally pay the remuneration in the rate of Baht 7.5 per share as for the every 6 months of period extension from December 17, 2003 thenceforth. Meanwhile, the Company's buying share volume of Thai Tap Water Supply Company Limited totaled 53.78%, was categorized into type 1 under the Notification of the Stock Exchange of Thailand (SET) referring assets acquisition and disposal of the listed companies. This requires the Company to have information disclosure of the said transaction for SET as well as holding the Company's shareholders' meeting to seek the shareholders' approval of the said transaction. 2. Approval of the Company's decision to take its right in buying ordinary shares of Bangkok Expressway Public Company Limited from Tokyu Construction Company Limited totaled 9,551,150 shares or equivalent to 1.24%. The rights to buy 5,100,000 shares or 0.66% from Bang- Pa-In Land Company Limited and from other companies totaled 60,423,850 shares or 7.84%, of which the total buying shares shall not exceed 75,075,000 shares or equivalent to 9.75% of the registered and paid-up capital, of the value not exceed 1,752,250,500 Baht. Meanwhile, the Company's buying share volume of Thai Tap Water Supply Company Limited totaled 62.55%, was categorized into type 1 under the Notification of the Stock Exchange of Thailand (SET) referring the Rules, Regulations and Disclosure of Assets Acquisition and Disposal of the listed companies. Therefore, the Company has to disclose information to SET following the said transaction as well as holding the Company's shareholders' meeting to seek the shareholders' approval of the said transaction. 3. Approval of a rectification for the Company's investment in South East Asia Energy Company Limited (a subsidiary) totaled 8,999,995 shares or equivalent to 89.99995 % of the amount of Baht 100,000,000 registered capital. 4. Approval of the Company's sell and/or waive its rights to buy capital increased shares; and/or transfer the rights to buy ordinary shares of Southeast Asia Energy Company Limited to other natural person or juristic person. Resultantly, there shall be a joint investor holding shares at the ratio of 65-75% of the said company's registered capital, and so as to minimize the Company's shareholding to only 25-35% of the said company's registered capital. The meeting requested the Board of Directors to authorize the executive directors in making decision and approval of any details, sales price and any terms and conditions of share option sales to other natural person or juristic person accordingly. Upon the aforesaid Company's sell and/or waive its rights to buy capital increased shares; and/or transfer the rights to buy ordinary shares to other natural person or juristic person, of which the Company' s shareholding in Southeast Asia Energy Company Limited to be only 25-35% of the said company's registered capital. 5. Approval for the Company's summon of the extraordinary shareholders meeting No. 1/2547 on Tuesday, 21 December, 2004 at 9:30 a.m., and to be held at the 4th Floor, Conference Room Venue, Viriyathavorn Building, No. 587, Suthisarn Road, Khwaeng Dindaeng, Khet Dindaeng, Bangkok Metropolis, the Company will issue an appointment letter on the shareholder's meeting to SET prior sending to the shareholders within at least 5 working days, as to discuss the following matters : Agenda 1Confirmation of the Minutes of the 2004 Annual Shareholders' Meeting. The Board's opinion : The meeting should confirm the minutes of the 2004 annual shareholders' meeting. Agenda 2 Consider and request an approval of the Company's option to buy ordinary shares of Thai Tap Water Supply Company Limited. The Board's opinion : The meeting should approve the Company's option to buy ordinary shares of Thai Tap Water Supply Company Limited as proposed by the Board of Directors. Agenda 3Consider and request an approval of the Company's option to buy ordinary shares of Bangkok Expressway Public Company Limited. The Board's opinion : The meeting should approve the Company's option to buy ordinary shares of Bangkok Expressway Public Company Limited as proposed by the Board of Directors. Agenda 4 Consider to sell and/or waive its rights to buy the capital increase shares and/or transfer the rights to buy ordinary shares of Southeast Asia Energy Company Limited to other natural person or juristic person. The Board's opinion : The meeting approved of the Company's option to sell and/or waive its rights to buy capital increase shares; and /or transfer the rights to buy ordinary shares of Southeast Asia Energy Company Limited to other natural person and/or juristic person. Resultantly, there shall be a joint investor holding shares at the ratio of 65-75% of total registered capital and the Company's investment ratio in that company will be minimized to only 25-35% of the registered capital as proposed by the Board of Directors. Agenda 5Other matters (if any) 6.Approval of the Company's closing date of the registrar's record to conclude the shareholder's rights in attending the extraordinary shareholders' meeting No.1/2547 to be held on December 1, 2004 from 12:00 hours to an adjournment of the shareholders meeting. For your information. Sincerely yours, = Mr. Plew Trivisvavet = ( Mr. Plew Trivisvavet ) Chief Executive Officer 1 4