SET Announcements

Translation) No. CK-06-0000-PO-L-0054 February 27, 2006 Re: Notification of Resolutions of the Board of Directors Meeting No.1/2006 and Notification of the Closing Date of the Share Register for Suspension of the Share Transfer for the Right to Attend the 2006 Annual Ordinary General Meeting of Shareholders and for the Right to Receive Dividend Payment for the Year 2005 Attn.: President of the Stock Exchange of Thailand of Thailand Enclosure: Information Memorandum on Disposition of Shares in Thai Tap Water Supply Co., Ltd. Reference is made to the fact that CH. Karnchang Public Company Limited held the Board of Directors Meeting No. 1/2006 at 10:00 a.m. on February 27, 2006 at the Conference Room on the 21st Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. The Board of Directors Meeting passed the following resolutions: 1. Resolved to approve the Minutes of the Board of Directors Meeting No. 7/2005. 2. Resolved to approve the balance sheet and income statement for the year ending December 31, 2005 for submission to the 2006 Annual Ordinary General Meeting of Shareholders. 3. The Company hereby informs that according to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2005 of CH. Karnchang Public Company Limited, which was held on June 22, 2005, granted approval for the Company to sell and/or transfer the option to purchase certain ordinary shares in Thai Tap Water Supply Co., Ltd., which might occur in the future, to other persons and/or legal entities to participate as joint investors, whereby the Company Group would continue to maintain its major shareholding proportion and would hold shares representing not less than 51 percent of the registered capital in such company. The Company intends to reduce the proportion of its shareholding in Thai Tap Water Supply Co., Ltd. by holding shares of not exceeding 49 percent of the registered capital. 4. Resolved to grant approval for the Company to sell certain ordinary shares in Thai Tap Water Supply Co., Ltd., namely, 14,676,150 shares, at the price of not less than Baht 290 per share, totaling not less than Baht 4,256,083,500, to other persons and/or legal entities which have no connection with the Company and/or should they be connected persons with the Company, the Company shall comply with the rules of the Stock Exchange of Thailand. This is currently in the process of negotiation. In this regard, the Executive Board would be authorized to consider approving the details, selling price and related conditions for further offering to other persons and/or legal entities. In this regard, once the Company acknowledges such details, the Company shall then keep the shareholders and the Stock Exchange of Thailand of Thailand informed accordingly, and comply with the requirements of the Stock Exchange of Thailand regarding the rules governing disclosure of information. The volume of the disposition transaction of ordinary shares in Thai Tap Water Supply Co., Ltd. represents 32.45 percent, based on net tangible assets, and upon combination of disposition transactions during the past six month period, based on net tangible assets, the volume of such disposition transaction shall represent 36.30 percent, which falls under Class 2 Transaction under the Notification of the Stock Exchange of Thailand of Thailand Re: Rules, Procedures and Disclosure on Acquisition or Disposition of Assets of Listed Companies, thereby the Company would be required to report and disclose such transaction to the Stock Exchange of Thailand of Thailand, and give written notice to the shareholders within 21 days from the date such transaction is disclosed to the Stock Exchange of Thailand. 5. Resolved to grant approval for appointment of additional 4 directors of the Company as listed below: 1) Mr. Ratn Santaannop 2) Mr. Prasert Marittanaporn 3) Mr. Sombat Kitjalaksana 4) Mr. Anukool Tuntimas 6. Resolved to determine the directors authorized to sign and bind the Company as follows: "Any two of the following four directors, namely, Mr. Plew Trivisvavet, Mrs. Saikasem Trivisvavet, Mr. Narong Sangsuriya and Mr. Prasert Marittanaporn, jointly sign and affix the Company seal, or any one of the said four directors and any of the following directors, namely, Mr. Ratn Santaannop, Mr. Sombat Kitjalaksana or Mr. Anukool Tuntimas, totaling two directors, jointly sign and affix the Company seal." 7. Resolved to grant approval for the issuance and offering, in whole or in part, of new lot of the Company's Baht denominated debentures in the total amount of not exceeding Baht 3,000 Million, by way of public offering and/or private placement and/or offering to institutional investors, pursuant to the SEC's Notifications, with a maturity as specified by the Executive Board and/or the Chief Executive Officer. The type of debentures will be unsubordinated bearing names of the holders. The debentures may be secured or unsecured and with or without a debenture holder representative. The offering of the debentures may be made on one or several occasions. The Executive Board and/or the Chief Executive Officer shall have the authority to set out the details of the debentures, type, collateral, amount, maturity, par value, offering price, interest rate, redemption right, offering method, issuance and offering period, as well as other relevant details, as the circumstances may allow, and as per the period deemed appropriate, and the debentures may be issued and offered by various methods, on one or several occasions. In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to appoint debenture holder representative and/or registrar and/or broker and/or underwriter and/or advisor and other relevant person or persons, including the authority to execute, sign, amend, negotiate contracts and/or any other documents with the relevant parties, prepare, liaise, give information and submit documents and evidence to the Office of the SEC, secondary market for debt instruments, the credit rating agency and/or any other authorities relating to such issuance and offering of the debentures, as well as to set out the relevant criteria, conditions and details and make any relevant arrangements to accomplish such objectives, subject to the requirements in the applicable notifications, regulations, criteria and laws, and take any relevant actions as appropriate. The major characteristics of the debentures shall be as follows: Objectives :To accommodate the Company's business expansion and to serve as source of the capital for the Company's business operation. Issuer of debentures :CH. Karnchang Public Company Limited Type of debentures :Unsubordinated debentures bearing names of the holders, secured or unsecured, and with or without a debenture holder representative.Total value of debentures :Not exceeding Baht 3,000 Million, and the Executive Board and/or the Chief Executive Officer may consider issuing and offering debentures by various methods, on one or several occasions, provided that other than the previously issued debentures in the amount of Baht 6,000 Million, the total balance of debentures approved for issuance and offering at any particular time shall not exceed the total amount of Baht 9,000 Million as indicated above. Maturity :As shall be specified by the Executive Board and/or the Chief Executive Officer. Interest rate :At an appropriate rate as shall be specified by the Executive Board and/or the Chief Executive Officer. Offering :To be offered to general investors, namely, the offering may be made by way of public offering and/or private placement and/or offering to institutional investors, pursuant to the notifications of the Office of the Securities and Exchange Commission (SEC), in whole on one or several occasions. 8. Resolved to schedule the 2006 Annual Ordinary General Meeting of Shareholders to be held on April 28, 2006 at 9:30 a.m. at the Conference Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. 9. to determine the agenda for the 2006 Annual Ordinary General Meeting of Shareholders as follows: Item 1 To consider and approve the Minutes of the Extraordinary General Meeting of Shareholder No. 2/2005 Opinion of the Board :It was deemed appropriate to approve the Minutes of Extraordinary General Meeting of Shareholders No. 2/2005. Item 2 To consider and acknowledge the Company's operational results for the year 2005 Opinion of the Board :It was deemed appropriate to acknowledge the Company's operational results for the year 2005. Item 3 To consider and acknowledge reduction of the shareholding ratio in Thai Tap Water Supply Co., Ltd. Opinion of the Board :It was deemed appropriate to acknowledge such reduction of the shareholding ratio in Thai Tap Water Supply Co., Ltd., from holding not less than 51 percent of the registered capital to holding not exceeding 49 percent of the registered capital in such company. Item 4 To consider and approve the balance sheet and income statement for the year ending December 31, 2005 Opinion of the Board :It was deemed appropriate to approve the balance sheet and income statement for the year ending December 31, 2005 which had been audited by the auditor. Item 5 To consider and approve the allocation of profit for the year 2005 Opinion of the Board :It was deemed appropriate to allocate profit since the Company derived a net profit of Baht 684,156,350.- (Six Hundred Eighty Four Million One Hundred Fifty Six Thousand Three Hundred Fifty Baht Only) and the Company still had an unallocated accumulated profit brought forward in the amount of Baht 241,221,883.- (Two Hundred Forty One Million Two Hundred Twenty One Thousand Eight Hundred Eighty Three Baht Only), and to allocate five percent of the profit, in the amount of Baht 34,207,818.- (Thirty Four Million Two Hundred Seven Thousand Eight Hundred Eighteen Baht Only) as a legal reserve, thereby bringing the unallocated accumulated profit to be carried forward to Baht 784,131,325.- (Seven Hundred Eighty Four Million One Hundred Thirty One Thousand Three Hundred Twenty Five Baht Only). In this regard, it was deemed appropriate to propose the Meeting to declare dividend payment for the year 2005 at the rate of Baht 0.35 per share, scheduled to be paid on May 26, 2006. Item 6 To consider and elect directors to replace those due to retire by rotation Opinion of the Board :It was deemed that 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 for another term. Item 7 To consider and appoint additional directors of the Company Opinion of the Board :It was deemed appropriate to appoint additional directors of the Company. Item 8 To consider and determine directors authorized to sign and bind the Company Opinion of the Board :It was deemed appropriate to determine the directors authorized to sign and bind the Company. Item 9 To consider and determine remuneration for directors Opinion of the Board :It was deemed appropriate to determine remuneration for directors for the year 2006. Item 10 To consider and appoint auditor and determine remuneration for the year 2006 Opinion of the Board:It was deemed appropriate to appoint the auditor from Ernst & Young Office Limited as the Company's auditor for the year 2006 and the remuneration should be determined as per the Board's proposal. Item 11 To consider and approve the issuance and offering of debentures Opinion of the Board:It was deemed appropriate to issue and offer, in whole or in part, of new lot of the Company's Baht denominated debentures in the total amount of not exceeding Baht 3,000 Million, by way of public offering and/or private placement and/or offering to institutional investors, as per the SEC's Notifications, with a maturity as stipulated by the Executive Board and/or the Chief Executive Officer. The type of debentures will be unsubordinated bearing names of the holders. The debentures may be secured or unsecured and with or without a debenture holder representative. The offering of the debentures may be made on one or several occasions. The Executive Board and/or the Chief Executive Officer shall have the authority to set out the details of the debentures, type, collateral, amount, maturity, par value, offering price, interest rate, redemption right, offering method, issuance and offering period as well as other relevant details, as the circumstances may allow, and as per the period deemed appropriate. In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to appoint debenture holder representative and/or registrar and/or broker and/or underwriter and/or advisor and other relevant person or persons, including to execute, sign, amend, negotiate contracts and/or any other documents with the relevant parties, prepare, liaise, give information and submit documents and evidence to the Office of the SEC, secondary market for debt instruments, the credit rating agency and/or any other authorities relating to such issuance and offering of the debentures, as well as to set out the relevant criteria, conditions and details and make any relevant arrangements to accomplish such objectives, subject to the requirements the applicable notifications, regulations, criteria and laws, and take any relevant actions as appropriate. Item 12 To consider other matters (if any) 10. Resolved to grant approval for schedule the share register to be closed for suspension of the share transfer for the right to attend the 2006 Annual Ordinary General Meeting of Shareholders on April 7, 2006 at 12:00 p.m., until such time as the Ordinary General Meeting of Shareholders adjourns, as well as schedule the share register to be closed for suspension of the share transfer for the right to receive dividend payment for the year 2005 on May 9, 2006, at 12:00 p.m. In this regard, should the Meeting of Shareholders grant such approval, the Company would make dividend payment on May 26, 2006. Please be informed accordingly. Very truly yours, -Signature- (Mr. Plew Trivisvavet) Chief Executive Officer