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ข่าวแจ้งตลาดหลักทรัพย์

ข่าวแจ้งตลาดหลักทรัพย์

22 ธันวาคม 2547

Resolutions of Extra Shareholders' Meeting 1/2004

(Translation) No. CK-04-0000-PO-L-0388 21 December 2004 Re: Notification of Resolutions of the Extraordinary General Meeting of Shareholders No.1/2004 Attn. Director and Manager of the Stock Exchange of Thailand Reference is made to the fact that CH.Karnchang Public Company Limited held the Extraordinary General Meeting of Shareholders No.1/2004 on 21 December 2004, at 9:30 a.m. at the Conference Room on the 4th Floor, No.587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. The Company hereby notifies the resolutions of the Extraordinary General Meeting of Shareholders as follows: 1. The Meeting resolved to certify the Minutes of the 2004 Annual Ordinary General Meeting of Shareholders held on 30 April 2004. 2. The Meeting resolved to approve the Company's option to buy ordinary shares of Thai Tap Water Supply Company Limited from General Akkradej Sasiprapa totaled 10,499,997 shares or equivalent to 35 % of the registered and paid-up capital, of which total value does not exceed Baht 1,628,000,000 whereas to pay for option exercised rate in order to exercise its option on purchasing shares to the option grantor as additional remuneration pay in the rate of Baht 7.5 per share as for the every 6 months of period extension from December 17, 2003 under the condition that it has to be approved by at least three quarter votes of total shareholders or proxies attending the meeting and who have the right to vote, excluding the shareholders who gain or loss the interest from such transaction, under the Notification of the Stock Exchange of Thailand referring the Rules and Regulations of Information Disclosure for Assets Acquisition and Disposal of the Listed Company. 3. The Meeting resolved to approve the Company's option to buy ordinary shares of Bangkok Expressway Public Company Limited from Tokyu Construction Company Limited totaled 9,551,150 shares or equivalent to 1.24%. The rights to buy 5,100,000 shares or 0.66% from BangPa-In Land Company Limited and from other companies totaled 60,423,850 shares or 7.84% (whereby the other companies of which the Company has not yet known about such persons and should the Company would has known about the mentioned persons, it would proceed as to inform the information to the shareholders then as well as the Stock Exchange of Thailand in accordance with the criteria on disclosure thenceforth), of which the total buying shares shall not exceed 75,075,000 shares or equivalent to 9.75% of the registered and paid-up capital, of the value not exceed Baht 1,752,250,500 under the conditioned that it has to be approved by at least three quarter votes of total shareholders or proxies attending the meeting and who have the right to vote, excluding the shareholders who gain or loss the interest from such transaction, under the Notification of the Stock Exchange of Thailand referring the Rules and Regulations of Information Disclosure for Assets Acquisition and Disposal of the Listed Company and the Stock Exchange of Thailand's notification on Criteria, Procedure and Disclosure of Related Transaction of the Listed Company. Thus, whereas the Company has bought the ordinary shares of Bangkok Expressway Public Company Limited from Tokyu Construction Company Limited and Bangpa-In Land Company Limited, the shareholder's meeting, therefore, has already designated the names of related person with the Company whereby abstained on voting in this agenda. 4. The Meeting resolved to approve of the Company's option to sell and/or waive its rights to buy capital increase shares; and /or transfer the rights to buy ordinary shares of Southeast Asia Energy Company Limited of which being arisen in the future to other natural person and/or juristic person. Resultantly, there shall be a joint investor holding shares at the ratio of 65-75% of total registered capital and the Company's investment ratio in that company will be minimized to only 25-35% of the registered capital and authorize the executive directors in making decision and approval of any details, sales price and any terms and conditions of share option sales to other natural person or juristic person accordingly. Upon the aforesaid Company's sell and/or waive its rights to buy capital increased shares; and/or transfer the rights to buy ordinary shares to other natural person or juristic person, of which the Company's shareholding in Southeast Asia Energy Company Limited to be only 25-35% of the said company's registered capital. Thus, the Company should inform the shareholders and SET in accordance with the rules on information of Disclosures as aware of the aforesaid details, thenceforth. Please be informed accordingly. Very truly yours, - Signature- (Mr.Plew Trivisvavet) Chief Executive Officer