SET Announcements

=Translation= Ref: CK-09-0000-PO-L-0084 30 November 2009 Subject: Resolutions of the Board of Directors' Meeting No. 5/2009 Attention: President The Stock Exchange of Thailand CH. Karnchang Public Company Limited hereby notifies the resolutions of the Board of Directors' Meeting No. 5/2009 which was held on November 30, 2009, as follows: 1. Approved the reduction of the Company's registered capital by means of canceling 3,987,831 unissued ordinary shares which accounted for the registered capital of 3,987,831 Baht from the registered capital of 1,450,000,000 Baht to the registered capital of 1,446,012,169 Baht wich is equivalent to the paid-up capital. It was deem appropriate to propose the matter to the Extraordinary General Meeting of Shareholder No.1/2010 for approval. 2. Approved the amendment of Clause 4 of the Company's Memorandum of Association in accordance with the reduction of the Company's registered capital as follows; Registered Capital 1,446,012,169 Baht Divided into 1,446,012,169 Share Par value per share 1 Baht It was deem appropriate to propose the matter to the Extraordinary General Meeting of Shareholder No.1/2010 for approval. 3. Approved the increase of the Company's registered capital by 206,573,167 Baht from the registered capital of 1,446,012,169 Baht to the registered capital of 1,652,585,336 Baht by means of the issuing 206,573,167 ordinary shares with par value of 1 Baht. It was deem appropriate to propose the matter to the Extraordinary General Meeting of Shareholder No.1/2010 for approval. 4. Approved the allotment of 206,573,167 ordinary shares by proposing to the Extraordinary General Meeting of Shareholder No.1/2010 for approval with the following details: (1) Allot 206,573,167 ordinary shares (two hundred and six million five hundred seventy three thousand one hundred and sixty seven shares) to existing shareholders in proportion to their shareholding (Right Offering) to shareholders who have the right to subscribe for the share allotment by right offering as whose names recorded in the share register on February 5, 2010 at the offering ratio of 7 existing ordinary shares to 1 new ordinary share while fraction of shares shall be discarded. The offering price shall be discounted by 15% from the weighted average price during the 15 working days prior to the date of the Board of Directors' Meeting, which is 5.34 Baht. The subscribtion and payment period shall be on February 22-26, 2010. The existing shareholders are entitled to subscribe for the share allotment by right offering in excess of their entitlements. The Company shall allot the remaining share from the entitled share subscribtion to shareholders who subscribe in excess of their entitlements by pro-rata until there are no share remaining or no shareholder subscribe for such shares in accordance with the following rules: - The existing shareholders are entitled to subscribe for the share allotment by right offering in excess of their entitlements provided that they must subscribe and pay for the shares in excess of their entitlements at the same time when they subscribed for the shares to which they are entitled to at the same price offered to the existing shareholders. - In case the amount of shares that shareholders subscribe in excess of their entitlements is more than the amount of remaining shares, the remaining shares shall be allotted to shareholders who subscribe in excess of their entitlement and pay for the shares by pro-rata to all shareholders who subscribe in excess of their entitlement in accordance with their shareholding until there are no share remaining. The Company shall refund the payment for unalloted shares to shareholders with no interest within 14 days of the last subscribtion date. - In case the amount of shares that shareholders subscribe in excess of their entitlements is less than the amount of remaining shares, the remaining shares shall be allotted to all shareholders who subscribe in excess of their entitlement. 2 - In case there are remaining shares from the share subscription, the Board of Directors and/or any person(s) authorized the Board of Directors with the authority to offer the remaining shares to the investors by way of private placement including institutional investors and/or investors with specific characteristic at any price that the Board of Director deems appropriated but the price must not be lower than the price offers to existing share holders in compliance with the notification of the Capital Market Supervisory Board TorChor 28/2008. The offer can be made from time to time or at one time. If the person that the Company offered to sell shares is the connected person of the Company, the Company must comply with the regulation of the Stock Exchange of Thailand regarding connected transaction prior to the shrae offering. 5. Approved the amendment of Clause 4 of the Company's Memorandum of Association in accordance with the increase of the Company's registred capital as follows; Registered Capital 1,652,585,336 Baht Divided into 1,652,585,336 Share Par value per share 1 Baht It was deem appropriate to propose the matter to the Extraordinary General Meeting of Shareholder No.1/2010 for approval. 6. Set the Record Date for the right to subscribe for the share allotment by right offering on February 5, 2010 and to collect the shareholder list in compliance with Section 225 of the Securities and Exchange Act by closing the share register for suspension of share transfer on February 8, 2010. 7. Called for the Extraordinary General Meeting of Shareholders No.1/2010 to be held on Wednesday, January 20, 2010 at 9:30 a.m. at Supunnika Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng, Bangkok to consider the following agendas: Agenda 1 To consider and approve the minute of the 2009 Annual Ordinary General Meeting of Shareholder Agenda 2 To consider and approve the reduction of the Company's registered capital. Agenda 3 To consider and approve the amendment Clasue 4 of the Company's Memorandum of Association in accordance with the reduction of the Company's registered capital. 3 Agenda 4 To consider and approve the increase of the Company's registered capital. Agenda 5 To consider and approve the allotment of 206,573,167 ordinary shares by right offering Agenda 6 To consider and approve the amendment Clasue 4 of the Company's Memorandum of Association in accordance with the increase of the Company's registered capital. Agenda 7 To consider other matters (if any) 8. Set December 16, 2009 to be the Record Date for the right to attend the Extraordinary General Meeting of Shareholder No. 1/2010 and to collect the shareholder list in compliance with Section 225 of the Securities and Exchange Act by closing the share register for suspension of share transfer on December 17, 2009. Please be informed accordingly, Yours Faithfully =Signature= (Mr. Plew Trivisvavet) Chief Executive Officer 4