SET Announcements

(Translation) No. CK-08-0000-PO-L-0083 December 25, 2008 Re: Notification of Resolutions of the Board of Directors' Meeting No. 5/2008 Attn.: President of the Stock Exchange of Thailand CH. Karnchang Public Company Limited hereby notifies the resolutions of the Board of Directors'Meeting No. 5/2008 which was held on December 24, 2008 as follows: 1. Extension of the Loan Repayment Schedule to Subcontractors Reference is made to the fact that CKAE Consortium ("CKAE")(the Company's shareholding percentage in CKAE represents 98 percent) extended such loans to the subcontractors by way of execution of the loan agreements in the form of promissory notes with Modern Construction Material Co., Ltd. and Best Plan Technology Co., Ltd., the former subcontractors of the said Consortium, whereby both companies were originally required to repay the loan by December 31, 2007 at the interest rate of MLR+0.25% per annum and an extension of time for such loan repayment was granted until December 31, 2008 subject to additional interest rate of 2.25 percent per annum. In light of the borrowers' notification of the impact of fluctuations in prices of construction materials and domestic economic slowdown, the borrowers then requested an extension of the loan repayment schedule from CKAE. In this connection, the Board of Directors has considered such matter and granted approval for CH. Karnchang Public Company Limited, in the name of CKAE Consortium, to extend the loan repayment schedule for Modern Construction Material Co., Ltd., whose outstanding debt as at November 30, 2008 amounted to Baht 6,392,758.51, together with interest of Baht 19,966.44 (in proportion to the Company's participation in the Consortium), and for Best Plan Technology Co., Ltd., whose outstanding debt as at November 30, 2008 amounted to Baht 214,026,877.71, together with accrued interest of Baht 51,399,253.59 (in proportion to the Company's participation in the Consortium), which would originally become due on December 31, 2008, to become due on June 30, 2009 and December 31, 2010, respectively, in accordance with the repayment schedule (for Best Plan Technology Co., Ltd.), as per the following details: Total Principal Accrued Interest Total Installment Due Date due to CKAE (Baht) (Baht) (Baht) 1 March 31, 2009 20,000,000 4,000,000 24,000,000 2 June 30, 2009 20,000,000 5,000,000 25,000,000 3 September 30, 2009 20,000,000 7,000,000 27,000,000 4 December 31, 2009 20,000,000 7,000,000 27,000,000 5 March 31, 2010 33,000,000 7,000,000 40,000,000 6 June 30, 2010 33,000,000 7,000,000 40,000,000 7 September 30, 2010 33,000,000 7,000,000 40,000,000 8 December 31, 2010 Balance in full Balance in full Balance in full In this regard, the Board of Directors has considered the matter and deemed that the extension of such repayment schedule would be of benefit to CKAE to receive the full repayment because of the debtors' continued debt serviceability, and such debts were secured by shares listed on the Stock Exchange of Thailand worth approximately Baht 23.5 Million as at September 30, 2008, and certain land title deeds appraised by an independent appraiser worth a total of Baht 236.9 Million, as well as the personal guarantee in full provided by the principal shareholders of the borrowers. 2. Extension of the Loan Repayment Schedule to Other Companies Reference is made to the fact that Joint Venture CKET ("CKET") (the Company's shareholding percentage in CKET represents 80 percent) executed the long-term loan agreements with other two companies, namely, Rayong Real Estate Co., Ltd. and Private Inter Construction Co., Ltd., at the interest rate of MLR+0.25% per annum, with the due date of the loan repayment within June 2005, and the loan repayment schedule was extended on four occasions as follows: June 2006, June 2007, June 2008 and June 2009 (respectively), subject to additional interest of 1.25 percent per annum. Due to the fact that Thailand's current economy was affected by political situations, including economic recession, Private Inter Construction Co.,Ltd.'s revenue was insufficient to cover the debt as formerly scheduled, and Rayong Real Estate Co., Ltd. needed to suspend the development of real estate and golf course, resort, residence projects, thereby preventing it from providing its services according to plan. However, Rayong Real Estate Co., Ltd. prepared and submitted a business plan and a debt repayment schedule to CKET to ensure its ability to repay the loan in installments. In this connection, having considered the total debt balance in respect of the loan owed to CKET and debt in relation to construction of Wangchan Golf Course owed to the Company, the Board of Directors has considered granting approval for CH. Karnchang Public Company Limited, in the name of Joint Venture CKET, to extend the loan repayment schedule for Rayong Real Estate Co., Ltd., whose outstanding debt as at November 30, 2008 comprised the loan of Baht 1,401,050,376, accrued interest amounting to Baht 234,531,124.19 (in proportion to the Company's participation in the Joint Venture) and debt in relation to construction contract of Wangchan Golf Course in the amount of Baht 325,698,655.34, and for Private Inter Construction Co., Ltd., whose outstanding debt as at November 30, 2008 amounted to Baht 178,378,970.73, accrued interest amounting to Baht 7,320,752.04 (in proportion to the Company's participation in the Joint Venture), provided that Rayong Real Estate Co., Ltd. would make payments under the construction contract of Wangchan Golf Course in full to the Company by the year 2012. In respect of the outstanding loans of both companies which would become due for repayment of at least 50 percent by December 31, 2008 and for repayment in full by June 30, 2009, an extension of time is granted for repayment in installments which shall be made in full by March 2015 in accordance with the repayment schedule, as per the following details: Total Principal due to CKET Accrued Interest Installment Due Date Total (Baht) loan Construction (Baht) (Baht) (Baht) 1 March 2009 7,000,000 - - 7,000,000 2 June 2009 8,000,000 - - 8,000,000 3 September 2009 8,000,000 5,000,000 - 13,000,000 4 December 2009 8,000,000 5,000,000 - 13,000,000 5 March 2010 30,000,000 12,000,000 - 42,000,000 6 June 2010 30,000,000 12,000,000 - 42,000,000 7 September 2010 55,000,000 20,000,000 - 75,000,000 8 December 2010 80,000,000 25,000,000 - 105,000,000 9 March 2011 70,000,000 20,000,000 - 90,000,000 10 June 2011 50,000,000 20,000,000 - 70,000,000 11 September 2011 45,000,000 25,000,000 - 70,000,000 12 December 2011 70,000,000 50,000,000 - 120,000,000 13 March 2012 15,000,000 - - 15,000,000 14 June 2012 25,000,000 15,000,000 - 40,000,000 15 September 2012 190,000,000 50,000,000 - 240,000,000 16 December 2012 240,000,000 66,698,655 - 306,698,655 17 March 2013 60,000,000 - - 60,000,000 18 June 2013 50,000,000 - - 50,000,000 19 September 2013 55,000,000 - - 55,000,000 20 December 2013 90,000,000 - - 90,000,000 21 March 2014 90,000,000 - - 90,000,000 22 June 2014 70,000,000 - - 70,000,000 23 September 2014 233,429,347 - 285,000,000 518,429,347 24 December 2014 - - Accrued interest Accrued interest balance in full and balance in full and deferred interest deferred interest in part in part 25 March 2015 - - Deferred interest Deferred interest balance in full balance in full Total 1,579,429,347 325,698,655 The Board of Directors has considered the matter and deemed that the extension of time for such loan repayment and construction payments would be of benefit to CKET and the Company to receive the debt repayment in full. However, such debts were secured by land and structures located in Tambon Pa Yub Nai, Amphoe Wangchan, Rayong Province, owned by Rayong Real Estate Co., Ltd., totaling Baht 1,924.1 Million as appraised by an independent appraiser, as well as the personal guarantee in full provided by the principal shareholders of the borrowers. 3. Appointment of the Company's director to replace the resigned director Approval is granted for appointment of Mr. Kamthorn Trivisvavet as director to replace Mrs. Saikasem Trivisvavet who has resigned, whereby the power of the Company's authorized signatory directors is determined as follows: "two of the following four directors, namely, Mr. Plew Trivisvavet, Mr.Kamthorn Trivisvavet, Mr. Narong Sangsuriya, Mr. Prasert Marittanaporn, jointly sign and affix the Company's seal, or any of the said four directors and either Mr. Ratn Santaannop or Mr. Sombat Kitjalaksana or Mr. Anukool Tuntimas, totaling two directors, jointly sign and affix the Company's seal." Please be informed accordingly. Very truly yours, =Signature= (Mr. Prasert Marittanaporn) Director and Executive Vice President: Accounting and Finance 4