SET Announcements

SET Announcements

24 February 2010

Scheduling the AGM 2010,Dividend Payment,debentures issuance

(Translation) No. CK-10-0000-PO-L-0018 February 24, 2010 Re: Scheduling of the 2010 Annual Ordinary General Meeting of Shareholders and Declaration of Dividend Payment Attn.: President of the Stock Exchange of Thailand CH. Karnchang Public Company Limited hereby informs the resolutions of the Board of Directors' Meeting No. 1/2010 which was held on February 24, 2010 as follows: 1. Resolved to approve the balance sheet and income statement for the year ended December 31, 2009 for submission to the 2010 Annual Ordinary General Meeting of Shareholders. 2. Resolved to schedule the 2010 Annual Ordinary General Meeting of Shareholders to be held on April 21, 2010 at 9:30 a.m. at Supunnika Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, and determine that March 11, 2010 shall be the record date for the right to attend the 2010 Annual Ordinary General Meeting of Shareholders, and collect the list of shareholders under Section 225 of the Securities and Exchange Act by way of the closing of the share register for suspension of the share transfer on March 12, 2010. April 29, 2010 shall be the record date for the right to receive dividend payment for operational results for the year 2009, and collect the list of shareholders under Section 225 of the Securities and Exchange Act by way of the closing of the share register for suspension of the share transfer on April 30, 2010. In this regard, should the Ordinary General Meeting of Shareholders approve the dividend payment, the Company would schedule to pay such dividend on May 20, 2010. 3. Resolved to determine the agenda for the 2010 Annual Ordinary General Meeting of Shareholders as follows: Item 1 To consider and approve the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2010 Opinion of the Board: It was deemed appropriate to approve the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2010. Item 2 To consider and acknowledge the Company's operational results for the year 2009 Opinion of the Board: It was deemed appropriate to report the Company's operational results to the Meeting of Shareholders for acknowledgment without passing any resolution. Item 3 To consider and approve the balance sheet and income statement for the year ended December 31, 2009 Opinion of the Board: It was deemed appropriate to propose that the Meeting of Shareholders grant approval to the balance sheet and income statement for the year ended December 31, 2009 which had been reviewed by the Audit Committee and the Board of Directors, and audited by the auditor. Item 4 To consider and approve the allocation of profit Opinion of the Board: It was deemed appropriate to propose that the Meeting of Shareholders grant approval to the allocation of profit as legal reserve at the rate of 5 percent of the net profit of the year 2009 amounting to Baht 10,851,107.85 and the dividend payment for the operational results for the year 2009 at the rate of Baht 0.10 per share, in the amount of not exceeding Baht 165,258,533.60. Item 5 To consider and elect directors to replace those due to retire by rotation Opinion of the Board: It was deemed appropriate to propose that the Meeting of Shareholders grant approval to the re-election of Mr. Aswin Kongsiri, Mr. Pavich Thongroach, Mr. Narong Sangsuriya, and Mr. Kamthorn Trivisvavet, directors due to retire by rotation, to return to their office for another term, as proposed by the Nomination Committee. Item 6 To consider and determine remuneration for directors Opinion of the Board: It was deemed appropriate to propose that the Meeting of Shareholders grant approval to the remuneration for directors as proposed by the Remuneration Committee, namely, bonus for directors for the year 2009 in the amount of not exceeding Baht 6,859,000 and remuneration for directors for the year 2010 in the amount of not exceeding Baht 7,500,000. Item 7 To consider and appoint auditor and determine remuneration for the year 2010 Opinion of the Board: It was deemed appropriate to propose that the Meeting of Shareholders appoint either Miss Siraporn Ouaanunkun or Mr. Narong Puntawong or Mr. Supachai Phanyawattano, of Ernst & Young Office Limited, as the Company's auditor for the year 2010 with the remuneration of not exceeding Baht 2,460,000. Item 8 To consider and approve the issuance and offering of debentures Opinion of the Board: It was deemed appropriate to issue and offer the Company's Baht denominated debentures in the total amount of not exceeding Baht 5,000 Million, with the details relating to the debentures as follows: Purpose : To accommodate the Company's business expansion and to serve as source of capital of the Company's business operations. Issuer of : CH. Karnchang Public Company Limited debentures Type of : Unsubordinated debentures bearing names of the debentures holders, secured or unsecured, and with or without a debenture holder representative. Total value of : The total balance of debentures to be issued debentures additionally shall not exceed Baht 5,000 Million, and the Executive Board and/or the Chief Executive Officer may consider issuing and offering debentures by various methods, on one or several occasions, other than the debentures under the previous resolution in the amount of Baht 12,000 Million. Any number of matured debentures may be re-issued and re-offered for sale, provided however that, the total balance of debentures approved for issuance and offering at any particular time shall not exceed the total amount of Baht 17,000 Million inclusive of the previous resolution of issuance of the balance of debentures and the new resolution of issuance of the balance of debentures as requested above. Maturity : As shall be specified by the Executive Board and/or the Chief Executive Officer. Interest rate : At an appropriate rate as shall be specified by the Executive Board and/or the Chief Executive Officer. Offering : To be offered to general investors, namely, the offering may be made by way of public offering and/or private placement and/or offering to institutional investors, pursuant to the notifications of the Capital Market Supervisory Board, in whole on one or several occasions. The Executive Board and/or the Chief Executive Officer shall have the authority to set out the details of the debentures, type, collateral, amount, maturity, par value, offering price, interest rate, redemption right, installation of repayment of the principal, offering method, issuance and offering period, as well as other relevant details, as the circumstances may allow, and as per the period deemed appropriate, and the issuance and offering of debentures may be made by the various methods, in whole on one or several occasions. In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to appoint debenture holder representative and/or registrar and/or underwriter and/or broker and/or advisor and other relevant persons, including the authority to execute, amend, negotiate contracts and/or any other documents with the relevant persons, prepare, liaise, give information and submit documents and evidence to the Office of the Securities and Exchange Commission, secondary market for debt instruments, the credit rating agency and/or any other agencies relating to such issuance and offering of the debentures, as well as to set out the relevant criteria, conditions and details and make any relevant arrangements to accomplish such purpose, subject to the requirements in the applicable notifications, regulations, criteria and laws, and take any relevant actions as appropriate. Item 9 To consider other matters (if any) Please be informed accordingly. Very truly yours, - Signature - (Mr. Plew Trivisvavet) Chief Executive Officer 4