SET Announcements
15 October 2007
Notification Resolutions the EGM Shareholders No. 1/2007
(Translation)
No. CK-07-0000-PO-L-0234
October 12, 2007
Re: Notification of Resolutions of the Extraordinary General Meeting of
Shareholders No. 1/2007
Attn.: President of the Stock Exchange of Thailand
Reference is made to the fact that CH. Karnchang Public Company
Limited held the Extraordinary General Meeting of Shareholders No. 1/2007 on
October 12, 2007 at 1:30 p.m. at the Conference Room on the 4th Floor, No. 587
Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng
District, Bangkok.At the beginning of the Meeting 361 shareholders attended
the Meeting with 836,682,132 shares in aggregate which was equal to 57.86 %.
The Extraordinary General Meeting of Shareholders No. 1/2007 passed the
following resolutions:
1. Approved the Minutes of the 2007 Annual Ordinary General Meeting of
Shareholders, whereby the Meeting of Shareholders resolved to approve the
Minutes by the majority of votes as follows:
832,592,332 favorable vote(s), representing 99.511 percent
0 unfavorable vote(s), representing 0.000 percent
4,094,000 abstaining vote(s), representing 0.489 percent
of the total number of votes of the shareholders attending the Meeting and
casting votes.
Remark: In this agenda, there were additional shareholders attending the
Meeting and representing 4,200 shares
2. Approved the addition of the number of directors, namely, from 11 persons
to 12 persons, and appointed Professor Dr. Pavich Thongroach as an additional
director, whereby the Meeting of Shareholders resolved to approve the
appointment of Professor Dr. Pavich Thongroach by the majority of votes as
follows:
833,843,732 favorable vote(s), representing 99.653 percent
16,000 unfavorable vote(s), representing 0.002 percent
2,889,200 abstaining vote(s), representing 0.345 percent
of the total number of votes of the shareholders attending the Meeting and
casting votes.
Remark: In this agenda, there were additional shareholders attending the
Meeting and representing 62,600 shares.
3. Approved the amendment of Clause 3 of the Company's Memorandum of
Association, Objectives of the Company, by adding 12 Clauses to the Company's
Objectives from the existing 30 Clauses, totaling 42 Clauses, which shall be
amended 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, 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.
(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.
The Meeting of Shareholders resolved to approve the matter by the majority of
votes as follows:
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833,837,332 favorable vote(s), representing 99.652 percent
14,600 unfavorable vote(s), representing 0.002 percent
2,897,000 abstaining vote(s), representing 0.346 percent
of the total number of votes of the shareholders attending the Meeting and
casting votes.
4. Granted 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
Dindaeng (South Bang Sue), Amphoe Dindaeng (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, whereby the Meeting of Shareholders resolved to
approve the matter with not less than three quarters of the total number of
votes of the shareholders attending the Meeting and having the right to vote,
excluding such votes of the interested
shareholders, as follows:
206,181,276 favorable vote(s), representing 85.773 percent
28,783,200 unfavorable vote(s), representing 11.974 percent
5,415,200 abstaining vote(s), Representing 2.253 percent
of the total number of votes of the shareholders attending the Meeting and
casting votes. Such resolution was passed by more than three quarters of the
total number of votes of the shareholders attending the Meeting and
having the right to vote, excluding such 596,369,256 votes of the interested
shareholders.Remark: The names and number of shares (as at September 21, 2007
which was the closing date of the Share Register Book for suspension of share
transfer for the right to attend the Extraordinary General Meeting of
Shareholders No. 1/2007) of the interested persons/connected persons who have
no right to vote were as follows:
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Names Number (Shares) %
1. Mahasiri Siam Co., Ltd. 293,784,788 20.32
2. CH. Karnchang Holding Co., Ltd. 151,707,400 10.49
3. CK. Office Tower Co., Ltd. 75,000,000 5.19
4. Bang Pa-in Land Development Co., Ltd. 18,935,000 1.31
5. Mr. Thavorn Trivisvavet 21,277,200 1.47
6. Mr. Plew Trivisvavet 21,047,620 1.46
7. Mr. Prasert Trivisvavet 11,600,048 0.80
8. Mrs. Saikasem Trivisvavet 2,990,000 0.21
9. Mr.Kamthorn Trivisvavet 1,000 0.00
10. Mr. Prasert Tongkittikul 26,200 0.00
Total 596,369,256 41.25
Upon acceptance of transfer of ownership of such assets above, the
Company would further inform the shareholders of the information via the Stock
Exchange of Thailand's system.
Please be informed accordingly.
Very truly yours,
(Mr. Plew Trivisvavet)
Chief Executive Officer
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