SET Announcements

(Translation) No. CK-08-0000-PO-L-0059 June 3, 2008 Re: Report on Connected Transactions in Respect of Office Building Lease Attn.: President of the Stock Exchange of Thailand CH. Karnchang Public Company Limited (the "Company") hereby reports the connected transaction among the Company and Triads Networks Co., Ltd., BMCL Network Limited and Metro Mall Development Limited which are subsidiaries of Bangkok Metro Public Company Limited (whose shares are held directly and indirectly by the Company and the Company's major shareholder), in respect of execution of the office building space lease agreements, which are deemed connected transactions in the category of short-term rent/lease of real property in accordance with the Stock Exchange of Thailand Notification, Re: Disclosure and Acts of Listed Companies on Connected Transactions B.E. 2546 (2003), as per the following details: 1. Transaction Date (Agreement Execution Date) February 5, 2008 2. Related Parties Lessees : Triads Networks Co., Ltd. BMCL Network Limited Metro Mall Development Limited Lessor : CH. Karnchang Public Company Limited 3. General Characteristics and Details of Connected Transactions 3.1 Triads Networks Co., Ltd., which is a subsidiary of Bangkok Metro Public Company Limited, has agreed to execute the following agreements with the Company: 3.1.1 An office building space lease agreement in Viriyathavorn Building No. 587, 9th Floor, Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, covering a total area of 461.76 square meters, at the rental rate of Baht 64,646.40 per month. 3.1.2 A service agreement for air conditioners and facilities in the building under Clause 3.1.1 at the rate of Baht 103,757.47 per month (inclusive of value added tax of Baht 6,787.87). The said agreements have a term of two years and seven months from November 1, 2007 - May 31, 2010. 3.2 BMCL Network Limited, which is a subsidiary of Bangkok Metro Public Company Limited, has agreed to execute the following agreements with the Company: 3.2.1 An office building space lease agreement in Viriyathavorn Building No. 587, 12th Floor, Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, covering a total area of 330 square meters, at the rental rate of Baht 42,240 per month. 3.2.2 A service agreement for air conditioners and facilities in the building under Clause 3.2.1 at the rate of Baht 67,795.20 per month (inclusive of value added tax of Baht 4,435.20). The said agreements have a term of two years and three months and nine days from November 1,2007 - February 9, 2010. 3.3 Metro Mall Development Limited, which is a subsidiary of Bangkok Metro Public Company Limited, has agreed to execute the followings agreements with the Company: 3.3.1 An office building space lease agreement in Viriyathavorn Building No. 587, 12th Floor, Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, covering a total area of 321.24 square meters, at the rental rate of Baht 41,118.72 per month. 3.3.2 A service agreement for air conditioners and facilities in the building under Clause 3.3.1 at the rate of Baht 65,995.55 per month (inclusive of value added tax of Baht 4,317.47). The said agreements have a term of two years and three months and nine days from November 1,2007 - February 9, 2010. 4. Total Transaction Value 4.1 The total value of the space lease and service agreements of Triads Networks Co., Ltd.amounts to Baht 168,403.87 per month, totaling Baht 5,220,519.97 throughout the agreement term. 4.2 The total value of the space lease and service agreements of BMCL Network Limited amounts to Baht 110,035.20 per month, totaling Baht 3,003,960.96 throughout the agreement term. 4.3 The total value of the space lease and service agreements of Metro Mall Development Limited amounts to Baht 107,114.27 per month, totaling Baht 2,924,219.57 throughout the agreement term. Therefore, the total transaction volume of such three companies is Baht 11,148,700.50. In this regard, such transactions are deemed medium-sized transactions with the value of more than 0.03 percent but 2 less than 3 percent of the Company's net tangible assets (the Company's net tangible assets as at September 30,2007 amounted to Baht 5,802.55 Million), and falls into the category of short-term rent/lease of real property with a period of not exceeding three years which the Company is required to disclose. 5. Details of Related Parties 5.1 Triads Networks Co., Ltd., BMCL Network Limited and Metro Mall Development Limited are the subsidiaries of Bangkok Metro Public Company Limited. As at September 21, 2007, the Company held shares in Bangkok Metro Public Company Limited representing 24.61 percent of the registered and paid-up capital, and Mahasiri Siam Co., Ltd., which is the major shareholder of CH. Karnchang Public Company Limited representing 20.32 percent of the registered and paid-up capital, held shares in Bangkok Metro Public Company Limited representing 6.88 of the registered and paid-up capital. 5.2 List of common directors and management and details of shareholding proportion Shareholders CH. Karnchang Bangkok Metro Triads Networks BMCL Network Metro Mall Public Company Public Company Co., Ltd. Limited Development Limited Limited Limited % Director % Director % Director % Director % Director Mahasiri Siam 20.32 6.88 Co., Ltd. CH. Karnchang 24.61 Public Company Limited Bangkok Metro 55.99 70.00 64.00 Public Company Limited Mr. Plew 1.46 / 0.26 / / Trivisvavet Mr. Narong 0.11 / / Sangsuriya Mr. Sombat 0.07 / 0.13 / / / / Kitjalaksana Mr. Anukool 0.27 / 0.13 / / / Tuntimas 3 6. Reasons and Necessities of Execution of the Transactions Over the past period, the Company and its group took on lease of Viriyathavorn Building for use as their offices from CK. Office Tower Co., Ltd. Subsequently, on November 1, 2007, the Company purchased such building from CK. Office Tower Co., Ltd. for use as office building of the Company and its group, thereby causing the Company to change the lessor under the lease agreements in order to ensure continuation from the existing agreements and continued business operations of the companies in its group. Please be informed accordingly. Very truly yours, (Dr. Anukool Tuntimas) Executive Vice President Human Resource and General Administration 4