SET Announcements

(Translation) No. CK-07-0000-PO-L-0046 February 9, 2007 Re: Additional Clarification on Procedures for Increase and Decrease of Registered Capital of Pathum Thani Water Co., Ltd. Attn.: President The Stock Exchange of Thailand Reference is made to the fact that the Board of Directors of CH. Karnchang Public Company Limited ("CK") resolved to grant approval for Pathum Thani Water Co., Ltd. ("PTW") to increase and decrease its registered capital. The Company hereby informs that the details and procedures for such arrangements are as follows: 1.PTW restructured itself by increasing the registered capital and used the money from such capital increase, totaling Baht 1,650 Million, to pay for shares in BJT Water Co., Ltd. ("BJT") in the amount of Baht 305 Million, and used the remaining amount for repayment of the obligation under the Sponsors Support Agreement to the shareholders. According to the Financial Statements as at September 30, 2006, PTW had accumulated loss amounting to Baht 1,646 Million, deficit in excess of capital amounting to Baht 544 Million and total liabilities amounting to Baht 4,822 Million, thereby rendering PTW to consider increasing its registered capital. 1.1 On November 10, 2006, the Board of Directors of PTW therefore resolved to restructure the company by way of increasing its capital by Baht 1,650 Million, from Baht 1,102 Million to Baht 2,752 Million, and used the money from the said capital increase to pay for shares in BJT and repay the loan obligation under the Sponsors Support Agreement to the shareholders, so as to reduce its obligations and enable the financial institutions to consider its credit. (PTW made full payment for shares in BJT in the amount of Baht 305 Million on January 26, 2007. On the same date, PTW terminated the Operation and Maintenance Agreement ("O&M") with Pathum Thani Operations Company Limited ("OPCO"), whereby the compensation for early termination of the Agreement was determined in the amount of Baht 385 Million, which would be paid in installments on a quarterly basis. The amount to be paid, together with interest, would be in accordance with the company's cash flow.) 1.2 On December 25, 2006, the Board of Directors of CK resolved to grant approval for PTW, an affiliated company, to restructure 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, whereby PTW was required to increase its registered capital, terminate the O&M with OPCO and purchase all shares in BJT, as well as entering into the new O&M Agreement directly with BJT. 1.3 On December 26, 2006, the Extraordinary General Meeting of Shareholders of PTW resolved to approve the restructuring by way of increasing its registered capital by Baht 1,650 Million, to the registered capital of Baht 2,752 Million. In this regard, PTW called its shareholders to pay for such capital increase shares by January 25, 2007 and registered the capital increase with the Department of Business Development on January 25, 2007, with the shareholding structure as follows: List of Number of % Capital Shares from Number of shares % shareholders shares increase waiver of after capital prior to shares rights increase capital according increase to ratio 1.CH. Karnchang Public Company Limited 4,692,320 42.58 7,025,700 1,049,818 12,767,838 46.39 2. Mahasiri Siam Co., Ltd. 3,087,072 28.01 4,621,650 690,674 8,399,396 30.52 3. Capital Rice Company Limited1, 587,605 14.41 2,377,650 355,198 4,320,453 15.70 4. The Provincial Waterworks Authority 551,000 5.00 825,000 - 551,000 2.00 5. Krung Thai Bank Public Company Limited 440,800 4.00 660,000 - 440,800 1.60 6. TMB Bank Public Company Limited 440,800 4.00 660,000 - 440,800 1.60 7. CH. Karnchang Holding Co., Ltd. 220,400 2.00 330,000 49,310 599,710 2.18 8. Thames Water International (Thailand) Ltd. 1 0.00 - - 1 0.00 9. Berli Jucker Public Company Limited 1 0.00 - - 1 0.00 10. Bovis Limited 1 0.00 - - 1 0.00 11,020,000 100 16,500,000 27,520,000 100 2. Subsequently, after the Board of Directors of PTW had resolved to increase its registered capital to enable PTW to make earlier payment of dividend in the future and mobilize funds in the future, as well as to reduce the accumulated loss, the Board of Directors then considered restructuring PTW by way of decreasing its registered capital and reducing the number of its shares by the following procedures: 2.1 On January 26, 2007, the Board of Directors of PTW resolved to approve the decrease of the company's registered capital by Baht 1,552 Million, from the registered capital of Baht 2,752 Million, by way of decrease of 15,520,000 shares, thereby remaining the registered capital of Baht 1,200 Million divided into 12,000,000 ordinary shares at the par value of Baht 100 per share. 2.2 On February 5, 2007, the Board of Directors of CK resolved to grant approval for PTW to restructure by decreasing its registered capital as notified to the Stock Exchange of Thailand on February 6, 2007. 2.3 On February 6, 2007, the Extraordinary General Meeting of Shareholders No. 1/2007 of PTW resolved to approve the decrease of the company's registered capital by Baht 1,552 Million, from the registered capital of Baht 2,752 Million, by way of decrease of 15,520,000 shares, thereby remaining the registered capital of Baht 1,200 Million divided into 12,000,000 shares at the par value of Baht 100 per share. According to the articles of association of limited companies, increase or decrease of capital of PTW must first be approved by the Board of Directors and the Meeting of Shareholders, and CK would then give notice to the Stock Exchange of Thailand. Please be informed accordingly. Very truly yours, - Signature - (Mr. Anukool Tuntimas) Executive Vice President Human Resource and General Administration