SET Announcements

(Translation) No. CK-06-0000-PO-L-0221 April 28, 2006 Re: Notification of Resolutions of the 2006 Annual Ordinary General Meeting of Shareholders Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited held the 2006 Annual Ordinary General Meeting of Shareholders 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. The Company hereby informs of the resolutions of the Ordinary General Meeting of Shareholders as follows: 1. The Meeting resolved to approve the Minutes of the Extraordinary General Meeting of Shareholders No. 2/2005, which was held on October 5, 2005. 2. The Meeting resolved to acknowledge the operational results for the year 2005 of the Company. 3. The Meeting resolved to acknowledge and approve as well as ratify the reduction of its shareholding proportion in Thai Tap Water Supply Co., Ltd., to become holding shares of not exceeding 49 percent of the registered capital. (The resolution of the Extraordinary General Meeting of Shareholders of CH. Karnchang Public Company Limited No. 1/2005 on June 22, 2005 initially granted approval for the Company to sell and/or transfer the option to purchase certain portion of 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. However, the Board of Directors Meeting No. 1/2006 on February 27, 2006 resolved that the Company sell certain portion of ordinary shares in Thai Tap Water Supply Co., Ltd., namely, 14,676,150 shares, to 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, as per the details in the Information Memorandum on Disposition of Shares in Thai Tap Water Supply Co., Ltd., as already notified in writing by the Company to the shareholders for acknowledgement. Therefore, should the Company have sold all such shares according to the aforesaid resolution of the Board of Directors, the Company shall hold shares representing 45.18 percent of the registered capital in Thai Tap Water Supply Co., Ltd.) 4. The Meeting resolved to approve the balance sheet and profit and loss account for the year ending December 31, 2005, which have been audited by the auditor. 5. The Meeting resolved to approve profit appropriation due to the fact that the Company's operational results derived net profit amounting to Baht 684,156,350. Furthermore, the Company also had the unappropriated retained earnings brought forward at the beginning of the period amounting to Baht 241,221,883, and appropriated the profit as legal reserve at the rate of 5 percent, amounting to Baht 34,207,818. The Company thus would have the unappropriated retained earnings carried forward amounting to Baht 784,131,325 and would pay dividend for the year 2005 at the rate of Baht 0.35 per share, totaling Baht 389,416,499.50. The dividend payment was scheduled to be made on May 26, 2006. 6. The Meeting resolved to approve the appointment of Mr. Vitoon Tejatussanasoontorn, Mr. Thawansak Sukhawun and Mr. Plew Trivisvavet, the directors who would retire by rotation, to return to their office as directors for another term. 7. The Meeting resolved to approve the appointment of Mr. Ratn Santaannop, Mr. Prasert Marittanaporn, Mr. Sombat Kitjalaksana and Mr. Anukool Tuntimas as additional directors. 8. The Meeting resolved to approve the determination of 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" 9. The Meeting resolved to approve the determination of remuneration for the year 2006 and bonus for the year 2005 for directors within the amount of Baht 12,000,000. 10. The Meeting resolved to approve the appointment of Miss Siraporn Ouaanunkun or Mr. Narong Puntawong or Mr. Supachai Phanyawattano, of Ernst & Young Office Limited, as the auditor for the year 2006 consecutively as the seventh year, with the remuneration of not exceeding Baht 1,680,000. 11. The Meeting resolved to approve the issuance and offering, in whole or in part, 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 shall be 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. 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 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 agencies 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 on or several occasions. Please be informed accordingly. Very truly yours, - Signature - (Mr. Plew Trivisvavet) Chief Executive Officer ?? ?? ?? ?? 4