SET Announcements

(Translation) No. CK-07-0000-PO-L-0202 September 3, 2007 Re: Notification of Resolutions of the Board of Directors Meeting No. 6/2007 and Schedule for the Closing Date of the Share Register Book for the Right to Attend the Extraordinary General Meeting of Shareholders No. 1/2007 Attn: President of the Stock Exchange of Thailand Enclosure: Information Memorandum on Acquisition of Assets from CK. Office Tower Co., Ltd. and Connected Transaction Reference is made to the fact that CH. Karnchang Public Company Limited held the Board of Directors Meeting No. 6/2007 on September 3, 2007 at 5:00 p.m. at The Emerald Hotel, Ratchadapisek Road, Huai Kwang Subdistrict, Din Daeng District, Bangkok. The Board of Directors Meeting passed the following resolutions: 1. Resolved to approve the Minutes of the Board of Directors Meeting No. 5/2007. 2. Resolved to approve the appointment of Mr. Aswin Kongsiri as Chairman of the Company's Board of Directors: 3. Resolved to approve the appointment of the Nomination Committee Chairman and Members, as follows: 1) Mr. Vitoon Tejatassanasoontorn Nomination Committee Chairman 2) Mr. Plew Trivisvavet Nomination Committee Member 3) Mr. Narong Sangsuriya Nomination Committee Member whereby the scope of duties and responsibilities including the term of office remain unchanged. 4. Resolved to approve the appointment of the Remuneration Committee Chairman and Members, as follows: 1) Mr. Vitoon Tejatassanasoontorn Remuneration Committee Chairman 2) Mr. Plew Trivisvavet Remuneration Committee Member 3) Mr. Narong Sangsuriya Remuneration Committee Member whereby the scope of duties and responsibilities including the term of office remain unchanged. 5. Resolved to grant approval for the Company to declare interim dividend for the year 2007 for the results of operation for the six-month period ended June 30, 2007 at the rate of Baht 0.05 per share, totaling Baht 72,300,608.45, whereby the share register book shall be closed on September 21, 2007 at 12:00 p.m. to suspend the transfer of shares so as to identify the list of those entitled to receive such dividend, and the dividend shall be paid on October 2, 2007. 6. Resolved to grant approval for the Company to provide financial support to SouthEast Asia Energy Limited ("SEAN") in the form of loan in proportion to its shareholding percentage (the Company holds ordinary shares in SEAN representing 28.5 percent of its registered capital), in an amount not exceeding Baht 71,250,000 for use as funds for survey and development of the Nam Bak I & II Hydroelectric Power Projects, by way of the subordinated loan, with the condition that the principal, together with interest, shall be repaid within 18 months or on the Financial Closing of the Project, whichever occurs first, at the interest rate equal to the average MLR of three lending banks of SEAN plus one (MLR + 1%). However, the other four remaining shareholders, namely, Electricit? du Laos (holding 25%), P.T. Construction and Irrigation Co., Ltd. (holding 4%), Shlapak Development Co., Ltd. (holding 4%) and Team Consulting Engineering and Management Co., Ltd. (holding 1%) are not in a position to provide loans to SEAN in proportion to their respective shareholding percentages as they are related to the procurement of the concession for the Nam Ngum Power Project for the Company, whereby the amounts to which the said four shareholders are committed to provide the loans to SEAN in proportion are as follows: 1. Electricit? du Laos in the amount of Baht 62,500,000; 2. P.T. Construction and Irrigation Co., Ltd. in the amount of Baht 10,000,000; 3. Shlapak Development Co., Ltd. in the amount of Baht 10,000,000; and 4. Team Consulting Engineering and Management Co., Ltd. in the amount of Baht 2,500,000. Based on the feasibility study of the Projects, the Nam Bak I & II Hydroelectric Power Projects are expected to derive good return on investment, and the Company intends to invest in the said Projects in the capacity as the major shareholder. In addition, SEAN is willing to grant the right of first refusal to the Company to carry out construction and administration of the said Projects. In this regard, the Company considers it appropriate to become the major shareholder in exchange for the foregoing right, whereby it was resolved to extend a loan to SEAN in lieu of the said four shareholders in the total amount Baht 85,000,000, thereby bringing the total amount of the loans to be extended by the Company to SEAN to Baht 156,250,000. 7. Resolved to approve the amendment of the Company's objectives in Clause 3 of the Memorandum of Association to be in the following order: (31) To engage in the business relating to electric power, which includes purchase, sale, survey, development, supply, engagement, conversion, construction, inspection, analysis, design, installation, production, acquisition, delivery, maintenance, 2 accumulation, reserve, bidding, carrying out of construction, repair, import, export and various arrangements in relation to electric power, such natural sources of energy as water, wind, natural thermal power, solar power, minerals or fuels, e.g., oil, coal, chemicals from coal or gas, including nuclear power for electricity generating and other activities in support of such businesses. (32) To engage in the business of plants for production of steam, purified water and chemical-mixed water for use in general industrial businesses and in petrochemical industrial businesses. (33) To engage in the business of wastewater disposal facilities, seawater refinement facilities, wastewater and effluent disposal and treatment facilities, water purification facilities, groundwater and seawater refinement facilities. (34) To engage in the business of all types of power plants, namely, co- generation power plant, hydroelectric power plant, nuclear power plant and all other types of power plant, electricity production and distribution systems, electricity generator, transmission and properties instrumental to those power plants. (35) To engage in the business of manufacture, purchase, sale, development, supply, survey, refining, extraction, conversion, accumulation, reserve, storage, import, export, transportation of all types of fuels, e.g., coal, oil, ore, hydrocarbon compound, etc. (36) To engage in planning, support, design, construction and acquisition of know-how in terms of technology and business operation and management in relation to establishment of power plants. (37) To carry out construction and operation of factories, cargo storage facilities, laboratory, test room and facilities relating to the Company's business, including storage, import, manufacture, sale and export of materials and products manufactured by the Company. (38) To import, purchase, manufacture, lease, hire-purchase or acquire by other means any registered machineries, equipment, parts and instruments for the purpose of the Company's business. (39) To provide service of management, consultation, research, marketing and advices relating to the Company's business operation. (40) To engage in the business of legal services, accounting, engineering, architecture, distribution, advertising media, marking including advertisements. (41) To purchase and sell land, allocate large-sized plots of land into sub-plots, and carry out construction of houses for lease or sale and/or sell such houses with land. 3 (42) To engage in the business of investment in concession projects and rights to operate business granted by the government, government agencies, government authorities or state enterprises, including project management, construction of various infrastructure, as well as transportation and mining. 8. Resolved to grant approval for the Company to propose to the Shareholders Meeting to consider granting approval for the Company to acquire assets from CK. Office Tower Co., Ltd., as per the following details: 1. An office building named Viriyathavorn Building, which is a 23-story building, with basement and deck, together with a 6-story parking building, on Land Title Deeds Nos. 21495, 21496, 24496, 24497, 24499, 24500, 31431, 31432, 31433, 31434, 41835, 57992, 138958, 138961 and 140145, Tambon Din Daeng (South Bang Sue), Amphoe Din Daeng (Bang Sue), Bangkok, covering a total area of 3-3-17.1 rai [The said building has been registered as an office condominium named "Viriyathavorn Building" Condominium, Condominium Registration No. 1/2544, and the Title Document has been changed to 27 Condominium Unit Title Deeds (Or.Chor.2) by virtue of the Condominium Act B.E. 2522 (1979)], comprising Condominium Unit Title Deeds Nos. 587, 587/1, 587/3-587/26, totaling 26 title deeds, covering a total area of 16,978.18 square meters, including all common property of the condominium. 2. Land Title Deed No. 21494, Tambon Samsen Nai (South Bang Sue), Amphoe Dusit (Bang Sue), Bangkok, covering an area of 62 square wah. 3. Land Title Deed No. 61932, Tambon Samsen Nai (South Bang Sue), Amphoe Dusit (Bang Sue), Bangkok, covering an area of 39 square wah. The total value of such transaction shall amount to Baht 625,000,000 and such assets shall be used as office condominium units for the business operations of the Company and its group. The details of the shareholding structure of CK. Office Tower Co., Ltd. as at September 3, 2007 are as follows: Number of Shares % 1. Mr. Thavorn Trivisvavet 375,000 12.50 2. Mr. Plew Trivisvavet 375,000 12.50 3. Mr. Prasert Trivisvavet 375,000 12.50 4. Mr. Thep Trivisvavet 375,000 12.50 5. Mr. Yim Trivisvavet 375,000 12.50 6. Mr. Kamthorn Trivisvavet 375,000 12.50 7. Mahasiri Siam Co., Ltd. 750,000 25.00 3,000,000 100.00 4 The transaction volume of the acquisition of assets from CK. Office Tower Co., Ltd., if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Acquisition of Assets of Listed Companies, according to the total transaction value basis, would represent 2 percent. Given the fact that this would be a transaction of acquisition of assets from CK. Office Tower Co., Ltd., as the major shareholder of CH. Karnchang Public Company Limited and the transaction volume, if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Connected Transactions of Listed Companies, would represent 10.45 percent which exceeds 3 percent of the value of net tangible assets as per the details in the Enclosure, the Company is required to disclose the information on such transaction to the Stock Exchange of Thailand and convene a Shareholders Meeting to seek approval in executing such transaction, provided that the notice of the Shareholders Meeting, together with opinion of the independent financial advisor, shall be sent to the shareholders in advance at least 14 days prior to the date of the Shareholders Meeting, and the said notice of the Shareholders Meeting shall be sent to the Stock Exchange of Thailand at least 5 business days prior to delivery of such notice to the shareholders. In this regard, such directors who were the interested persons and connected persons, namely, Mr. Plew Trivisvavet and Mrs. Saikasem Trivisvavet, neither attended nor voted in the meeting. 9. Resolved to grant approval for the Company to appoint Far East Securities Company Limited as the independent financial advisor to provide opinion on the fair value and justifications of the transaction, and provide opinion to the Audit Committee and/or shareholders of the Company in respect of such transaction of acquisition of assets and connected transaction of the Company. 10. Resolved to grant approval for the Company to propose to the Shareholders Meeting to additionally consider on approval for the director from the existing eleven directors to be twelve directors, by appointing an additional director, namely, Professor Dr. Pavich Thongroach. 11. Resolved to convene the Extraordinary General Meeting of Shareholders No. 1/2007 on October 12, 2007 at 1:30 p.m. at Conference Room on 4th Floor, No. 587 Viriyathavorn Building, Suthisarnvinijchai Road, Din Daeng Subdistrict, Din Daeng District, Bangkok, to consider various matters in accordance with the following agenda: Item 1 To consider and approve the Minutes of the 2007 Annual Ordinary General Meeting of Shareholders. Item 2 To consider and approve for the additional company's director and appoint the additional director. Item 3 To consider and approve the amendment of Clause 3 of the Company's Memorandum of Association, Objectives of the Company. Item 4 To consider and approve the acquisition of assets from CK. Office Tower Co., Ltd. Item 5 To consider other matters (if any). 5 12. Resolved to grant approval for the share register book to be closed on September 21, 2007 at 12:00 p.m. to suspend the transfer of shares for the right to attend the Extraordinary General Meeting of Shareholders No. 1/2007 until any adjournment thereof. Please be informed accordingly. Very truly yours, (Dr. Anukool Tuntimas) Executive Vice President Human Resource and General Administration 6