SET Announcements

(Translation) No. CK-09-0000-PO-L-0016 March 3, 2009 Re: Notification of Joint Investment Attn.: President The Stock Exchange of Thailand Reference is made to the fact that the Board of Directors' Meeting No. 6/2007 of CH. Karnchang Public Company Limited, on September 3, 2007, resolved to grant approval for the Company to jointly invest with Bang Pa-in Land Development Co., Ltd. (Bang Pa-in Land Development Co., Ltd. hold shares by Maha Siri Siam Co., Ltd. representing 25 percent of the paid-up capital and holds shares by C.K. Office Tower Co.,Ltd. representing 25 percent of the paid-up capital whereas both companies hold shares in CH. Karnchang Public Company Limited representing 20.32 percent and 5.19 percent respectively) for offering of electricity for sale to the Electricity Generating Authority of Thailand (EGAT) in the Small Power Producer Project (SPP), with 120 MW production capacity in the cogeneration system, in Bang Pa-in Industrial Estate, to generate electricity and steam for distribution to EGAT and industrial operators in Bang Pa-in Industrial Estate, with the project value of approximately Baht 5,000 Million. The offering of such electricity for sale shall be initially executed in the name of Bang Pa-in Land Development Co., Ltd., and should EGAT grant such approval, a new juristic person shall be established, provided that CH. Karnchang Public Company Limited is a major shareholder holding shares of not less than 40 percent for joint investment with Bang Pa-in Land Development Co., Ltd. for the development and operation of such small power plant. Such arrangement is due to the fact that the National Energy Policy Council considered and was of the view that the electricity cogeneration system should be promoted in the long run to encourage the investment by the business operators, and thus resolved that the Electricity Generating Authority of Thailand (EGAT) purchase electricity from small power producers of all types of fuel since 2007 onwards, by taking into account the efficient electricity production and determination of different purchase prices as per the period of electricity consumption,as well as setting up conditions of efficiency of electricity cogeneration system to be suitable and ensure the truly efficient electricity production. Bang Pa-in Land Development Co., Ltd. owns Bang Pa-in Industrial Estate project, with factory customers located in the Industrial Estate, and it is expected that the remaining volume of generated electricity is sufficient for sale to EGAT. The Company foresees that Bang Pa-in Industrial Estate (established by Bang Pa-in Land Development Co., Ltd.), which is jointly operated with the Industrial Estate Authority of Thailand, on the total areas of approximately 2,000 rais in Tambon Klong Chik and Tambon Bang Kra Sun, Amphoe Bang Pa-in, Phra Nakhon Si Ayutthaya Province, has potential and qualifications in accordance with the conditions in the Notification of the Electricity Generating Authority of Thailand, Re: Procedures for Purchase of Cogeneration Electricity from Small Power Producers, B.E. 2550 (2007), namely: 1) Public utility systems are available to accommodate the establishment of a small power plant (SPP), namely: - Raw water of 2,000 cubic meters/day and tap water of 2,000 cubic meters/day; - Natural gas by PTT or PTTNGD; - Sufficient area of 16-1-54 rais for the current project and future expansions. 2) Bang Kra Sun Sub-Station of the Provincial Electricity Authority, located in Bang Pa-in Industrial Estate, is capable of accepting electricity from the small power plant (SPP) into the system of the Electricity Authority. 3) The Electricity Generating Authority of Thailand accepts to purchase electricity up to a maximum of 90 MW to secure continued operation as well as generating income to the small power plant (SPP) project. 4) The demand for electricity and steam of the industrial operators in Bang Pa-in Industrial Estate is sufficiently high to render the electricity and steam production commercially feasible. At present, in order to ensure the preparedness for the project operation, the Company and Bang Pa-in Land Development Co., Ltd. has thus established a new juristic person under the name Bangpa-in Cogeneration Limited, with the objectives to operate the power plant business, and businesses relating to electricity and other powers of all kinds, and various operations relating to electricity, natural sources of energy, atomic power for electricity production and operations relating to all other kinds of energy, including other works supporting such businesses, as well as other works necessary for or relating to all kinds of energy businesses. In this regard, Bangpa-in Cogeneration Limited has been registered on March 2, 2009, with its registered capital of Baht 1,000,000 (One Million Baht Only), divided into 100,000 shares, at the par value of Baht 10 per share. The details of shareholding are as follows: Shareholders Amount (shares) Shareholding Ratio (%) 1.CH. Karnchang Public Company Limited 81,000 81.000 2.Bang Pa-in Land Development Co., Ltd. 18,993 18.993 3.Mr. Nopadol Intralib 1 0.001 4.Mr. Pracha Tiyapattanaputi 1 0.001 5.Mr. Sombat Thitapanich 1 0.001 6.Miss Sawitree Treenawarut 1 0.001 7.Mr. Prapoj Jirasathitpornpong 1 0.001 8.Mrs. Sunantha Khemaprapa 1 0.001 9.Mr. Napat Muchchathikhun 1 0.001 Furthermore, since this is the Company's joint investment with Bang Pa-in Land Development Co., Ltd., the Company therefore has proceeded to prevent a conflict of interest as follows: 1. The Company has no policy to execute a connected transaction with any person who may have a conflict of interest. However, should such a transaction be necessary, it shall be in accordance with the ordinary course of the Company's business as if the transaction were executed with a third party, and the consideration shall comply with the regulations of the Stock Exchange of Thailand and the Office of Securities and Exchange. In addition, any person having special interest in any transaction shall not be entitled to vote on such transaction. 2. The transaction has been fairly reviewed and considered in terms of justification before making decision to execute the transaction with the related person. 3. The Company ensures the compliance with the policy, criteria and practices relating to prevention of any actions which may give rise to a conflict of interest. The Company expects to benefit from the joint investment in this project, which is an investment in electricity production business and is not different from other public utility businesses previously operated by the Company. The project shall increase the economic value to the business, and benefit the Company's development of knowledge and new technologies. Please be informed accordingly. Very truly yours, =Signature= (Mr. Plew Trivisvavet) Chief Executive Officer 3