SET Announcements

SET Announcements

04 November 2008

Connected Transactions in Respect of Office Building Lease

(Translation) No. CK-08-0000-PO-L-0073 November 4, 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 Bangpa-In Land Development Co., Ltd., whose shares are held by 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) November 1, 2008 2. Related Parties Lessees : Bangpa-In Land Development Co., Ltd. Lessor : CH. Karnchang Public Company Limited 3. General Characteristics and Details of Connected Transactions 3.1 Bangpa-In Land Development Co., Ltd., whose shares are held by the Company's major shareholder, has agreed to execute the following agreements with the Company (representing execution of the lease agreement in continuation of the existing agreement): 3.1.1 An office building space lease agreement in Viriyathavorn Building No. 587, 17th Floor, Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, covering a total area of 173.79 square meters, at the rental rate of Baht 22,245.12 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 35,703.42 per month (inclusive of value added tax of Baht 2,335.74). The said agreements have a term of three years from November 1, 2008 - October 31, 2011. 4. Total Transaction Value The total value of the space lease and service agreements of Bangpa-In Land Development Co.,Ltd. amounts to Baht 57,948.54 per month, totaling Baht 2,086,147.44 throughout the agreement term. In this regard, such transactions are deemed medium-sized transactions with the value of more than 0.03 percent but less than 3 percent of the Company's net tangible assets (the Company's net tangible assets as at June 30, 2008 amounted to Baht 4,750 Million), and fall 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 Mahasiri Siam Co., Ltd., which is the major shareholder of CH. Karnchang Public Company Limited held shares in CH. Karnchang Public Company Limited representing 20.32 percent of the Company's paid-up capital and held shares in Bangpa-In Land Development Co., Ltd. representing 25 percent of the registered capital. 5.2 CK.Office Tower Co., Ltd., which is the shareholder of CH. Karnchang Public Company Limited held shares in CH. Karnchang Public Company Limited representing 5.19 percent of the Company's paid-up capital and held shares in Bangpa-In Land Development Co., Ltd. representing 25 percent of the registered capital. 5.3 List of common directors and management and details of shareholding proportion Shareholders CH. Karnchang Public Bangpa-In Land Mahasiri Siam CK.Office Company Limited Development Co., Ltd. Tower Company Co., Ltd Co., Ltd. % Director % Director % Director % Director Mahasiri Siam Co.,Ltd. 20.32 25.00 25.00 CK.Office Tower Co.,Ltd. 5.19 25.00 Mr. Plew Trivisvavet 1.44 / 8.33 / 22.27 / 12.50 / 6. Reasons and Necessities of Execution of the Transactions This represents renewal of the space lease agreements in continuation of the existing agreements in order to ensure continued business operations of the companies in the group. Please be informed accordingly. Very truly yours, (Dr. Anukool Tuntimas) Executive Vice President Human Resource and General Administration 2