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Resolution of securities holders Subject : Shareholders meeting's resolution Meeting date : 24-Apr-2012 Meeting's resolution : Accordingly approved with board's resolution Remark : (Translation) No. CK-12-0000-PO-L-0033 April 25, 2012 Re: Notification of Resolutions of the 2012 Annual Ordinary General Meeting of Shareholders Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited held the 2012 Annual Ordinary General Meeting of Shareholders on April 24, 2012 at 9:30 a.m. at Supunnika Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. The 2012 Annual Ordinary General Meeting of Shareholders passed the following resolutions: 1. The Meeting approved the Minutes of the 2011 Annual Ordinary General Meeting of Shareholders held on 22 April 2011, with unanimous votes as follows: Total of Shareholders attending the agenda are 856,983,179 votes 856,983,079 favorable vote(s), representing 100.0000 percent 0 unfavorable vote(s), representing 0.0000 percent 100 abstaining vote(s) 2. The Meeting acknowledged the Company's operational results for the year 2011. 3. The Meeting approved the balance sheet and income statement for the year ended December 31, 2011 which had been reviewed by the Audit Committee and the Board of Directors, and audited by the auditor, with unanimous votes as follows: Total of Shareholders attending the agenda are 859,505,985 votes 859,391,885 favorable vote(s), representing 100.0000 percent 0 unfavorable vote(s), representing 0.0000 percent 84,100 abstaining vote(s) 30,000 void card vote(s) Remark: In this agenda item, there was a shareholder sending a voting card to abstain representing 30,000 shares, without any signature in such voting card (even though the voting card contains barcode to identify the shareholder's name and votes). The shareholders' representative, in the examination of vote counting, considered such voting card void, and as such, 30,000 votes were counted as void and then deducted from the favorable votes. 4. The Meeting approved the allocation of profit as legal reserve at the rate of 5 percent of the net profit of the year 2011 amounting to Baht 106,367,062.13 and the dividend payment for the operational results from July to December 2011 at the rate of Baht 0.25 per share in the amount of Baht 413,146,334. Thus, the total amount of dividend payment for the year 2011, including the interim dividend payment for the operational results from January to June 2011 at the rate of Baht 0.10 per share, would thus be at the rate of Baht 0.35 per share, in the amount of not exceeding Baht 578,404,867.60. The dividend payment is scheduled to be paid on May 22, 2012. The Meeting approved with majority votes of the total shareholders attending the meeting and casting votes as follows: Total of Shareholders attending the agenda are 859,512,085 votes 859,063,985 favorable vote(s), representing 99.9490 percent 438,000 unfavorable vote(s), representing 0.0509 percent 10,100 abstaining vote(s) 5. The Meeting approved the appointment of Mr. Don Pramudwinai, Mr. Prasert Marittanaporn, Mr. Sombat Kitjalaksana and Mr. Anukool Tuntimas, directors due to retire by rotation, to return to their office for another term, with majority votes of the total shareholders attending the meeting and casting votes to appoint directors on an individual basis as follows: 1. Mr. Don Pramudwinai Total of Shareholders attending the agenda are 859,526,085 votes 858,812,985 favorable vote(s), representing 99.9979 percent 18,000 unfavorable vote(s), representing 0.0020 percent 663,100 abstaining vote(s) 32,000 void card vote(s) Remark: - In this agenda item, there was a shareholder sending a voting card for favorable votes representing 2,000 shares, without any signature in such voting card (even though the voting card contains barcode to identify the shareholder's name and votes). The shareholders' representative, in the examination of vote counting, considered such voting card void, and as such, 2,000 votes were counted as void and then deducted from the favorable votes. - In this agenda item, there was a shareholder sending a signed voting card representing 30,000 shares, without any mark for either favorable, unfavorable, or abstaining votes in such voting card (even though the voting card contains barcode to identify the shareholder's name and votes). The shareholders' representative, in the examination of vote counting, considered such voting card void, and as such, 30,000 votes were counted as void and then deducted from the favorable votes. 2. Mr. Prasert Marittanaporn Total of Shareholders attending the agenda are 859,526,085 votes 858,944,985 favorable vote(s), representing 99.9979 percent 18,000 unfavorable vote(s), representing 0.0020 percent 563,100 abstaining vote(s) 3. Mr. Sombat Kitjalaksana Total of Shareholders attending the agenda are 859,526,085 votes 857,974,985 favorable vote(s), representing 99.9996 percent 3,000 unfavorable vote(s), representing 0.0003 percent 1,546,100 abstaining vote(s) 2,000 void card vote(s) Remark: - In this agenda item, there was a shareholder sending a voting card for favorable votes representing 2,000 shares, without any signature in such voting card (even though the voting card contains barcode to identify the shareholder's name and votes). The shareholders' representative, in the examination of vote counting, considered such voting card void, and as such, 2,000 votes were counted as void and then deducted from the favorable votes. 4. Mr. Anukool Tuntimas Total of Shareholders attending the agenda are 859,526,085 votes 855,058,985 favorable vote(s), representing 99.9978 percent 18,000 unfavorable vote(s), representing 0.0021 percent 4,447,100 abstaining vote(s) 2,000 void card vote(s) Remark: - In this agenda item, there was a shareholder sending a voting card for favorable votes representing 2,000 shares, without any signature in such voting card (even though the voting card contains barcode to identify the shareholder's name and votes). The shareholders' representative, in the examination of vote counting, considered such voting card void, and as such, 2,000 votes were counted as void and then deducted from the favorable votes. 6. The Meeting approved the remuneration for directors as proposed by the Remuneration Committee, namely, bonus for directors for the year 2011 in the amount of not exceeding Baht 7,887,850 and remuneration for directors for the year 2012 in the amount of not exceeding Baht 7,500,000. The Meeting approved with the votes of more than two-thirds of the total of shareholders attending the meeting as follows: Total of Shareholders attending the agenda are 859,575,085 votes 825,604,434 favorable vote(s), representing 96.0479 percent 2,183,600 unfavorable vote(s), representing 0.2540 percent 4,843,200 abstaining vote(s), representing 0.5634 percent 26,943,851 no right to vote(s), representing 3.1345 percent 7. The Meeting approved the appointment of either Miss Waraporn Prapasirikul or Mr. Narong Puntawong or Miss Supannee Triyanantakul, of Ernst & Young Office Limited, as the auditor for the year 2012 with the remuneration of not exceeding Baht 2,750,000, with majority votes of the total shareholders attending the meeting and casting votes as follows: Total of Shareholders attending the agenda are 859,575,085 votes 856,976,085 favorable vote(s), representing 99.6993 percent 2,584,200 unfavorable vote(s), representing 0.3006 percent 14,800 abstaining vote(s) 8. The Meeting approved the issuance of the short-term debentures as instrument in raising the working capital other than issuance of short-term bills, by issuing and offering for sale short-term debentures and/or short-term bills of the Company in a total Baht-denominated amount of not exceeding Baht 3,000 Million. In this regard, the outstanding maximum balance of short-term bills and/or short-term debentures shall not exceed Baht 3,000 Million. The offering for sale may be made to the public and/or by private placement and/or to institutional investors under the Notification of the Capital Market Supervisory Board, on one or several occasions, within the project term, from the date of the Office of the Securities and Exchange Commission's notification granting such permission. Should the Company redeem any short-term bill and/or short-term debenture in full, which results in a decrease in the outstanding balance of such short-term bills and/or short-term debentures, the Company may issue additional short-term bills and/or short-term debentures in replacement thereof within such maximum amount. In this regard, the conditions and details shall be subject to the discretion of the Management Team and/or any person designated by the Management Team. The Meeting approved with majority votes of the total shareholders attending the meeting and casting votes as follows: Total of Shareholders attending the agenda are 859,578,985 votes 851,635,485 favorable vote(s), representing 99.6333 percent 3,133,600 unfavorable vote(s), representing 0.3666 percent 4,809,900 abstaining vote(s) Please be informed accordingly. Very truly yours, - Signature - (Mr. Plew Trivisvavet) Chief Executive Officer ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.