SET Announcements

(Translation) No. CK-07-0000-PO-L-0063 March 1, 2007 Re: Notification of Resolutions of the Board of Directors Meeting No. 3/2007 and Scheduling of the Closing Date of the Share Register for Suspension of the Share Transfer for the Right to Attend the 2007 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 Board of Directors Meeting No. 3/2007 at 10:00 a.m. on March 1, 2007 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. 2/2007. 2.Resolved to approve the balance sheet and income statement for the year ended December 31, 2006 for submission to the 2007 Annual Ordinary General Meeting of Shareholders. 3. Resolved to grant approval for 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, 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 :The total balance of debentures to be issued shall not exceed 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 9,000 Million. Any number of matured debentures may be re-issued and re-offered for sale, provided however that, the total balance of debentures approved for issuance and offering at any particular time shall not exceed the total amount of Baht 12,000 Million inclusive of the resolution of issuance of the existing balance of debentures and the resolution of issuance of newly issued debentures 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. 4. Resolved to propose the Meeting of Shareholders to consider approving the offset of the Company's accumulated loss to the least possible amount. As at December 31, 2006, the Company had an accumulated loss amounting to Baht 818,129,169, with a legal reserve amounting to Baht 129,845,770 and a share premium reserve amounting to Baht 3,965,010,495. Such offset of the accumulated loss would be made against the entire amount of the legal reserve and the share premium reserve in the amount of Baht 688,000,000, thereby resulting in the Company's remaining accumulated loss of Baht 283,399. When the Company has better operational results and derives profit, the accumulated loss would be completely offset faster, thereby enabling the Company to pay dividend to its shareholders earlier as well. 5. Resolved to schedule the 2007 Annual Ordinary General Meeting of Shareholders to be held on April 30, 2007 at 9:30 a.m. at the Conference Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. 6. Resolved to determine the agenda for the 2007 Annual Ordinary General Meeting of Shareholders as follows: Item 1 To consider and approve the Minutes of the 2006 Annual Ordinary General Meeting of Shareholders Opinion of the Board:It was deemed appropriate to approve the Minutes of the 2006 Annual Ordinary General Meeting of Shareholders. Item 2 To consider and acknowledge the Company's operational results for the year 2006 Opinion of the Board:It was deemed appropriate to acknowledge the Company's operational results for the year 2006. Item 3 To consider and approve the balance sheet and income statement for the year ended December 31, 2006 Opinion of the Board:It was deemed appropriate to approve the balance sheet and income statement for the year ended December 31, 2006 which had been audited by the auditor. Item 4 To consider and approve the allocation of profit Opinion of the Board:It was deemed appropriate to suspend the allocation of profit since the Company sustained a net loss of Baht 1,212,843,994, thereby bringing the Company's accumulated loss to Baht 818,129,169, and to suspend the dividend payment for the year 2006. Item 5 To consider and elect directors to replace those due to retire by rotation Opinion of the Board:It was deemed appropriate to re-elect Mr. Aswin Kongsiri, Mr. Don Pramudwinai, Mrs. Saikasem Trivisvavet and Mr. Narong Sangsuriya, directors due to retire by rotation, to return to their office for another term as proposed by the Nomination Committee. Item 6 To consider and determine remuneration for directors Opinion of the Board:It was deemed appropriate to determine bonus for the year 2006 and remuneration for directors for the year 2007 as approved by the Remuneration Committee, namely, bonus for the year 2006 in the amount of not exceeding Baht 7,875,000 and remuneration for directors for the year 2007 in the amount of not exceeding Baht 4,125,000 Item 7 To consider and appoint auditor and determine remuneration for the year 2007 Opinion of the Board:It was deemed that the Meeting should appoint either Miss Siraporn Ouaanunkun or Mr. Narong Puntawong or Mr. Supachai Phanyawattano, of Ernst & Young Office Limited, as the Company's auditor for the year 2007 with the remuneration of not exceeding Baht 1,900,000 Item 8 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 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 shall be 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, installment payment of principal, 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 Securities and Exchange Commission, 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. Item 9 To consider and approve the transfer of capital reserve to offset the Company's accumulated loss Opinion of the Board : It was deemed appropriate to approve the offset of the Company's accumulated loss against the legal reserve and the share premium reserve. Item 10 To consider other matters (if any) 7.Resolved to grant approval for scheduling the share register to be closed for suspension of the share transfer for the right to attend the 2007 Annual Ordinary General Meeting of Shareholders on April 9, 2007 at 12:00 p.m., until such time as the Ordinary General Meeting of Shareholders adjourns. Please be informed accordingly. Very truly yours, - Signature - (Mr. Plew Trivisvavet) Chief Executive Officer