SET Announcements

(Translation) No. CK-06-0000-PO-L-0435 December 25, 2006 Re: Notification of Resolutions of the Board of Directors Meeting No. 6/2006 Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited held the Board of Directors Meeting No. 6/2006 on December 25, 2006 at 3:00 p.m. 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 grant approval for Pathum Thani Water Co., Ltd. ("PTW"), as an affiliated company of the Company, to adjust its structure (due to the fact that PTW entered into an agreement with the Provincial Waterworks Authority to increase its production capacity by 70,000 cubic meters per day and that PTW entered into the Operation and Maintenance Agreement ("O&M") with Pathum Thani Operations Company Limited* ("OPCO"), requiring OPCO to manage and maintain the tap water production system for PTW as well as to be responsible for all expenses in production, such as, cost of chemicals, cost of electricity, labor cost and cost of maintenance of various systems, except costs of spare parts under the responsibility of PTW, whereby PTW agreed to pay the management fees to OPCO at the rate adjustable on a yearly basis according to the growth rate of the General Consumer Price Index, and OPCO also subcontracted BJT Water Co., Ltd.** ("BJT") under the same conditions, thereby causing expenses in such respect to PTW; initially, PTW was required to enter into such agreements because it was the intention of the former joint investor.], by taking the following steps: (1) PTW shall increase its registered capital by Baht 1,650 Million, from Baht 1,102 Million to Baht 2,752 Million; (2) PTW shall terminate the O&M Agreement with OPCO by paying the fee for termination of such Agreement to OPCO in the amount of Baht 390,000,000 due to early termination of the Agreement (the Company has appointed Far East Securities Company Limited as financial advisor to evaluate the compensation fee for PTW's termination of the Service Agreement with OPCO); (3) PTW shall purchase all shares in BJT from its current shareholders at the price of Baht 600 per share, by purchasing 450,439 shares in BJT from Rayong Real Estate Co., Ltd., totaling Baht 270,263,400; purchasing 49,555 shares in BJT from Capital Cereals Co., Ltd., totaling Baht 29,733,000; and purchasing 6 shares from other six shareholders who are natural persons, totaling Baht 3,600, in the total share price of Baht 300,000,000, so as to minimize risks in operation of PTW (the Company has appointed Far East Securities Company Limited as financial advisor to evaluate the share value of BJT). (4) PTW shall directly enter into a new O&M Agreement with BJT. Remark: *Pathum Thani Operations Company Limited ("OPCO") was incorporated in November 1998, for operating its primary business of management and maintenance of water production system in the "Pathumthani-Rangsit Water Supply Project" for a period of 25 years, commencing from December 1, 1998 to December 1, 2023. OPCO currently has its registered capital of Baht 5,000,000, divided into 50,000 ordinary shares at the par value of Baht 100 per share, with the shareholder structure as at December 13, 2006 as follows: List of Shareholders Number of Shares Held Ratio (Shares) 1.Best Plan Technology Co., Ltd. 24,293 48.59% 2.Rayong Real Estate Co., Ltd. 17,998 36.00% 3.Capital Cereals Co., Ltd. 7,705 15.41% Minority shareholders (totaling 4 shareholders) 4 0.00% Total 50,000 100.00% **BJT Water Co., Ltd. ("BJT") was incorporated in December 1993, for providing services of maintenance and quality control of public utilities, namely, wastewater treatment system, tap water production and distribution system, as well as providing engineering services and services for projects in relation to tap water production and wastewater treatment for public and private sectors. BJT currently has its registered capital of Baht 50,000,000, divided into 500,000 ordinary shares, at the par value of Baht 100 per share, with the shareholder structure as at December 13, 2006 as follows: List of Shareholders Number of Shares Held Ratio (Shares) 1.Rayong Real Estate Co., Ltd. 450,439 90.09% 2.Capital Cereals Co., Ltd. 49,555 9.91% Minority shareholders(totaling 6 shareholders) 6 0.00% Total 500,000 100.00% 2. Resolved to grant approval for the Company to sell 143,062,000 ordinary shares in Thai Tap Water Supply Public Company Limited to the general public at the price equal to TTW's public offering price (CH. Karnchang Public Company Limited invested in TTW by holding 1,549,839,400 ordinary shares, representing 47.69 percent of TTW's paid-up capital of Baht 3,250,000,000. In this regard, TTW will issue its ordinary shares for public offering by allowing its existing shareholders to jointly offer their ordinary shares for sale in proportion to the shareholding ratio concurrently with TTW's public offering of newly issued ordinary shares, so as to ensure that TTW is qualified in accordance with the rules of the Stock Exchange of Thailand, namely, having its share distribution of minority shareholders in aggregate not less than 25 percent of its paid-up capital]. Please be informed accordingly. Very truly yours, - Signature - (Mr. Plew Trivisvavet) Chief Executive Officer