ข่าวแจ้งตลาดหลักทรัพย์

(Translation) No. CK-03-0000-PO-L-0204 October 2, 2003 Re: Notification of Resolutions of the Board of Directors Meeting No. 3/2003 and Notification of Scheduled Date for Closing Share Register Book to Suspend Share Transfer for the Right to Attend the Extraordinary General Meeting of Shareholders No. 1/2003 Attn.: President of the Stock Exchange of Thailand Ch. Karnchang Public Company Limited held the Board of Directors Meeting No. 3/2003 on October 2, 2003 at 10:00 a.m. at the Conference Room on 21st Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. The Board of Directors Meeting passed resolutions as follows: 1. That the Minutes of the Board of Directors Meeting No. 2/2003 were approved; 2. That approval was granted for change of the number and value of Company shares, from originally 105,000,000 shares to 1,050,000,000 shares, and from Baht 10 per share to Baht 1 per share; 3. That approval was granted for issuance of warrants to the existing shareholders, whereby the Executive Board and/or its designate was authorized to determine details, ratio of warrants to ordinary shares, exercise price, conversion ratio of warrants to ordinary shares, as well as the relevant criteria, conditions and details and any other arrangements relating to the issuance of warrants in all respects, subject to the provisions of the applicable laws, notifications, regulations and criteria to achieve said purposes; 4. That approval was granted for issuance of warrants to the executives, whereby the Executive Board and/or its designate is authorized to determine details, ratio of warrants to ordinary shares, exercise price, conversion ratio of warrants to ordinary shares, as well as the relevant criteria, conditions and details and any other arrangements relating to the issuance of warrants in all respects, subject to the provisions of the applicable laws, notifications, regulations and criteria to achieve said purposes; 5. That approval was granted for amendment of the Company's registered capital to increase by Baht 262,500,000.-, whereby the Company's registered capital after the capital increase shall amount to a total of Baht 1,312,500,000.-, divided into 1,312,500,000 ordinary shares of Baht 1 per share, by way of issuance of 262,500,000 new ordinary shares; 6. That approval was granted for amendment of Article 4 of the Articles of Association, regarding registered capital and share value, whereby the existing provisions shall be cancelled and replaced by the following: Registered capital Baht 1,312,500,000 (One Thousand Three Hundred Twelve Million Five Hundred Thousand Baht) Divided into 1,312,500,000 shares (one thousand three hundred twelve million five hundred thousand shares) Par value Baht 1 (One Baht) per share Divided into Ordinary shares 1,312,500,000 shares (one thousand three hundred twelve million five hundred thousand shares) Preferred shares- None -(-) 7. That approval was granted for amendment of Article 53 of the Articles of Association, regarding the Company seal, whereby the existing provisions and seal shall be cancelled and replaced by the following: Article 53. The Company seal shall be as follows: 8. That approval was granted for cancellation of the issuance and offering of the outstanding debentures in the amount of Baht 1,600 Million, comprising unsecured debentures remaining from the existing amount of not exceeding Baht 2,500 Million; 9. That approval was granted for the Company to issue and offer secured and/or unsecured debentures to derive funds to refinance the existing loan and to serve to accommodate the Company's business operations and expansion as described below. Details of Debentures Type : Secured and/or Unsecured Debentures Value : Not exceeding Baht 3,000 Million Term : Within 10 years Such debentures shall be offered to the general public and institutional investors in the country and/or overseas, whether in whole or in part, and whether on a single or several occasions. The Executive Board and/or its designate shall be authorized to determine details of secured debentures, amount, term, par value, offering price, interest rate, periodic repayment of principal, offering procedure, period of issuance and offering depending on the circumstances and for a period as deemed appropriate. The Executive Board and/or its designate shall also be authorized to appoint representative of holders of debentures and/or registrar of debentures and/or broker and/or underwriter and/or advisor and related parties, including the execution of contracts and/or any other documents with the related parties, preparation and/or filing of applications, and listing of debentures on the Thai Bond Dealing Center or other secondary markets, as well as determination of the relevant criteria, conditions and details and any relevant arrangements to achieve said purposes, subject to the provisions of the applicable laws, notifications, regulations and criteria. 10. That the Extraordinary General Meeting of Shareholders No. 1/2003 shall be held on November 6, 2003, at 9:30 a.m. at the Conference Room on 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. 11. That the agenda of the Extraordinary General Meeting of Shareholders No. 1/2003 shall be as follows: Item 1 To consider approving the Minutes of the 2003 Annual Ordinary General Meeting of Shareholders Opinion of the Board : The Minutes of the 2003 Annual Ordinary General Meeting of Shareholders should be approved. Item 2 To consider approving change of the number and value of shares Opinion of the Board : The change of the number and value of shares should be approved in accordance with the details proposed by the Board of Directors. Item 3 To consider approving issuance of warrants to the existing shareholders Opinion of the Board : The issuance of warrants to the existing shareholders should be approved in accordance with the details proposed by the Board of Directors. Item 4 To consider approving issuance of warrants to the executives Opinion of the Board : The issuance of warrants to the executives should be approved in accordance with the details proposed by the Board of Directors. Item 5 To consider approving amendment of the registered capital Opinion of the Board : The amendment of the Company's registered capital should be approved in accordance with the details proposed by the Board of Directors. Item 6 To consider approving amendment of Article 4 of the Articles of Association regarding registered capital and share value Opinion of the Board : The amendment of Article 4 of the Articles of Association should be approved in accordance with the detail proposed by the Board of Directors. Item 7 To consider amending Article 53 of the Articles of Association regarding Company seal Opinion of the Board : The amendment of Article 53 of the Articles of Association regarding the Company seal should be approved. Item 8 To consider approving cancellation of the issuance and offering of the outstanding debentures in the amount of Baht 1,600 Million, comprising unsecured debentures remaining from the existing amount of not exceeding Baht 2,500 Million Opinion of the Board : The cancellation of issuance and offering of unsecured debentures in respect of the remaining amount from the previous issuance of debentures should be approved. Item 9 To consider approving issuance and offering of secured and/or unsecured debentures in the total amount of not exceeding Baht 3,000 Million, which shall be offered to the general public and institutional investors in the country and/or overseas, whether in whole or in part, and whether on a single or several occasions, with a term of 10 years. The Executive Board and/or its designate shall be authorized to determine details of secured debentures, amount, term, par value, offering price, interest rate, periodic repayment of principal, offering procedure, period of issuance and offering depending on the circumstances and for a period as deemed appropriate. The Executive Board and/or its designate shall also be authorized to appoint representative of holders of debentures and/or registrar of debentures and/or broker and/or underwriter and/or advisor and related parties, including the execution of contracts and/or any other documents with the related parties, preparation and/or filing of applications, and listing of debentures with the Thai Bond Dealing Center or other secondary markets, as well as determination of the relevant criteria, conditions and details and any relevant arrangements to achieve said purposes, subject to the provisions of the applicable laws, notifications, regulations and criteria. Opinion of the Board : The issuance and offering of secured and/or unsecured debentures in the total amount of not exceeding Baht 3,000 Million should be approved in accordance with the details proposed by the Board of Directors. Item 10 To consider other matters (if any) 12. That approval was granted for the share register book to be closed to suspend share transfer for the right to attend the Extraordinary General Meeting of Shareholders No. 1/2003 on October 17, 2003, at 12:00 p.m. until the Extraordinary General Meeting of Shareholders is adjourned. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Managing Director