SET Announcements

Acquisition and disposition of assets (Translation) No. CK-12-0000-PO-L-0052 June 12, 2012 Re: Notification of Resolutions of the Board of Directors' Meeting No. 2/2012 Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited has held the Board of Directors' Meeting No. 2/2012 on June 12, 2012. The Board of Directors' Meeting has passed the resolutions for approval as follows: 1. Resolution has been passed for approval for the Company to sell all 2,342,498 ordinary shares in Bangkhenchai Co., Ltd. to CK Power Limited at the price of Baht 225 per share, totaling Baht 527,062,050 (Five Hundred Twenty-Seven Million Sixty-Two Thousand and Fifty Baht Only) and all 664,500 ordinary shares in Nakhon Ratchasima Solar Co., Ltd. to CK Power Limited at the price of Baht 128.50 per share, totaling Baht 85,388,250 (Eighty-Five Million Three Hundred Eighty-Eight Thousand Two Hundred and Fifty Baht Only) (CK Power Limited (associated company) is a connected person in which a listed company as a shareholder authorizes person(s) to oversee such juristic person, whereby the listed company and the associated company are not related in any other manner and the connected person of the listed company is holding shares not exceeding 10 percent in such juristic person, and as such, it is exempt from being treated as a connected transaction subject to compliance with notifications of the Stock Exchange). In addition, the Executive Board has been authorized to consider the details on execution of the share purchase agreement and conditions relating to sale of such shares until completion. The total volume of this transaction on disposition of shares in Bangkhenchai Co., Ltd. and Nakhon Ratchasima Solar Co., Ltd. is equal to Baht 612,450,300 (Six Hundred Twelve Million Four Hundred Fifty Thousand and Three Hundred Baht Only), representing 1.54 percent under the calculation method of the transaction volume based on the total value of consideration paid or received, compared with the total value of assets of the listed company, in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004). 2. Resolution has been passed for approval to combine the Nomination Committee and the Remuneration Committee into a single committee, by: 1) establishing the Nomination and Remuneration Committee, with the same scope of duties and responsibilities as that previously specified for the Nomination Committee and the Remuneration Committee. 2) appointing Mr. Don Pramudwinai as Chairman of the Nomination and Remuneration Committee to replace Mr. Vitoon Tejatussanasoontorn, who served as Chairman of the Nomination Committee and Chairman of the Remuneration Committee. Therefore, the Nomination and Remuneration Committee shall comprise: 1) Mr. Don Pramudwinai Chairman of the Nomination and Remuneration Committee 2) Mr. Vitoon Tejatussanasoontorn Nomination and Remuneration Committee Member 3) Mr. Plew Trivisvavet Nomination and Remuneration Committee Member 4) Mr. Narong Sangsuriya Nomination and Remuneration Committee Member 3. Resolution has been passed for approval to appoint Mr. Narong Sangsuriya as another Corporate Governance and Risk Management Committee Member. Therefore, the Corporate Governance and Risk Management Committee shall comprise: 1) Mr. Vitoon Tejatussanasoontorn Chairman of the Corporate Governance and Risk Management Committee 2) Mr. Plew Trivisvavet Corporate Governance and Risk Management Committee Member 3) Mr. Thawansak Sukhawun Corporate Governance and Risk Management Committee Member 4) Mr. Narong Sangsuriya Corporate Governance and Risk Management Committee Member Please be informed accordingly. Very truly yours, (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.