SET Announcements

SET Announcements

29 August 2005

Amendment and Addition to Resolutions in TTW

No. CK-05-0000-PO-L-0232 August 29, 2005 Re: Amendment and Addition to Resolutions of the Board of Directors Meeting and Information Memorandum on Disposition of Shares in Thai Tap Water Supply Co., Ltd. Attn: President of the Stock Exchange of Thailand With reference to the fact that CH. Karnchang Public Company Limited notified the resolutions of the Board of Directors Meeting No. 6/2005, held on August 26, 2005, the Company wishes to amend and add the content as follows: 1. Resolutions of the Board of Directors Meeting: Item 3. Approval was granted for the Company to sell ordinary shares in Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company Limited, in the amount of 1,450,000 shares or representing 4.83 percent of the registered capital, at the price of Baht 290 per share, totaling Baht 420,500,000 (Four Hundred Twenty Million Five Hundred Thousand Baht Only). In this regard, the volume of all transactions of sale of ordinary shares in Thai Tap Water Supply Co., Ltd., if calculated in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Disposition of Assets of Listed Companies, shall represent 7.61 percent, which has a value lower than 15 percent and is not an issuance of securities in consideration of an acquisition of assets. Since the transaction under Clause 3 is a disposition of shares in Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company Limited, if calculated in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Connected Transactions of Listed Companies, the transaction value shall exceed 3 percent of the net tangible assets value. However, Mr. Plew Trivisvavet holds the position of Chief Executive Officer of CH. Karnchang Public Company Limited and concurrently holds the positions of Chairman of the Executive Board and the Nomination Committee of Bangkok Expressway Public Company Limited, this constitutes a connected transaction. At the same time, he is authorized by the Company to monitor as the Company is the major shareholder of Bangkok Expressway Public Company Limited. As a result, this transaction is exempted in accordance with the Stock Exchange of Thailand Notification, Re: Disclosure of Information and Act of Listed Companies Concerning Connected Transactions. Nevertheless, the Company intends to disclose information on execution of such transaction to the Stock Exchange of Thailand, and convene a Shareholders Meeting to seek approval for the execution of such transaction. 2. Information Memorandum on Disposition of Shares in Thai Tap Water Supply Co., Ltd.: 3. General Characteristics of the Transaction 3.3 The Company intends to sell shares in Thai Tap Water Supply Co., Ltd. to Bangkok Expressway Public Company Limited, in the amount of 1,450,000 shares, at the price of Baht 290 per share, in the total transaction value of Baht 420,500,000. The volume of the disposition of such shares under Clauses 3.1, 3.2 and 3.3, if calculated in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Disposition of Assets of Listed Companies, shall represent 7.61 percent, which has a value lower than 15 percent and is not an issuance of securities in consideration of an acquisition of assets. Since the transaction under Clause 3.3 is a disposition of shares to Bangkok Expressway Public Company Limited, if calculated in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Connected Transactions of Listed Companies, the transaction value shall exceed 3 percent of the net tangible assets value. However, Mr. Plew Trivisvavet holds the position of Chief Executive Officer of CH. Karnchang Public Company Limited and concurrently holds the positions of Chairman of the Executive Board and the Nomination Committee of Bangkok Expressway Public Company Limited, this constitutes a connected transaction. At the same time, he is authorized by the Company to monitor as the Company is the major shareholder of Bangkok Expressway Public Company Limited. As a result, this transaction is exempted in accordance with the Stock Exchange of Thailand Notification, Re: Disclosure of Information and Act of Listed Companies Concerning Connected Transactions. Nevertheless, the Company intends to disclose information on execution of such transaction to the Stock Exchange of Thailand, and convene a Shareholders Meeting to seek approval for the execution of such transaction. 3. (Addition) Mr. Plew Trivisvavet, as a director who is an interested party and a connected person, neither participated nor voted in the Meeting. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Managing Director ?? ?? ?? ?? (Translation) 3 (Translation)