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Capital Increase Report Form CH. Karnchang Public Company Limited February 28, 2005 We, CH. Karnchang Public Company Limited (the "Company"), hereby report on the resolutions passed by the Board of Directors Meeting No. 2/2005 on February 28, 2005, in respect of the capital increase and th e alloc ation of shares for capital increase, as follows: 1. Capital Increase: The Board of Directors Meeting passed a resolution approving the increase of the Company's registered capital, from Baht 1,312,500,000 to Baht 1,450,000,000 by issuing 137,500,000 ordinary shares, at the par value of Baht 1 (One Baht) per share, totaling Baht 137,500,000 to be offered by way of private placement and to accommodate the exercise of warrants (CK-W1). The number of shares as an additional reserve is a result of an adjustment of rights under the warrants which increases the exercise ratio. Should there be any ordinary shares for capital increase remaining from the allocation by way of private placemen t and from the reserve for the exercise of the Company's warrants as mentioned above, the remaining ordinary shares would be allocated for public offering. 2. Allocation of Shares for Capital Increase: The Board of Directors Meeting passed a resolution approving the allocation of not exceeding 137,500,000 ordinary shares of the Company which have not yet sold, at the par value of Baht 1 (One Baht) per s hare, totaling Baht 137,500,000, as per the details as follows: 2.1 Details of Allocation ALLOCATED TO NUMBER OF SHARES RATIO (EXISTING :NEW) SELLING PRICE PER SHARE (BAHT) DATE AND TIME OF SUBSCRIPTION AND PAYMENT FOR SHARES NOTE (1) Private placement in accordance with the Securities and Exchange Commission Notification 134 million shares - In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to take any actions as necessary for and in connection with the issuance and offering of such shares in all respects, including the determination of the number of ordinary shares to be issued and offered on each occasion, the subscription period, the term of payment for the shares, as well as the terms and conditions of the share offering, as well as the definite offering price, subject to the rules of the determination of the share offering price under the said Securities and Exchange Commission Notification. The Executive Board and/or t he Chief Executive Officer shall also have the authority to appoint any substitute to perform such action, including appointment of advisor and the relevant persons in the issuance and offering of said shares, as w ell as the negotiation, agreement, execution of various relevant documents and contracts, and the listing of ordinary shares as listed securities on the Stock Exchange, provision of information, documents and evide nce to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, the Ministry of Commerce or any other relevant authorities. (2) The general public, in Thailand and/or abroad, including offering to any securities companies licensed to operate securities business in the category of underwriting securities, which are appointed as the Compa ny's underwriter and to exercise the green shoe option. The number of shares remaining from the allocation under (1) - (3) To accommodate the exercise of warrants (CK-W1), whereby the number of shares as an additional reserve is a result of an adjustment of rights under the warrants which increases the exercise ratio. 3.5 million shares - The exercise ratio and the exercise price are calculated from the adjustment of rights as specified in Part 3 of the Prospectus for the first offering of warrants for purchase of the Company's ordinary shares. 2.2 The Company's action in case where there is a fraction of shares - None - 2.3 The number of shares remaining from the allocation - None - 3. Schedule for shareholders meeting to seek approval for capital increase/allocation of shares for capital increase: The 2005 Annual Ordinary General Meeting of Shareholders was scheduled to be held on April 7, 2005 at 9:30 a.m. at the Conference Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dind aeng S ubdistrict, Dindaeng District, Bangkok. The share register was also scheduled to be closed at 12:00 p.m., for suspension of the share transfer for the right to attend the 2005 Annual Ordinary General Meeting of Sh areholders, until such time as the 2005 Annual Ordinary Genera Meeting of Shareholders adjourns. 4. Application for permission for capital increase/allocation of shares for capital increase with the relevant government agencies and the conditions of such application (if any) In case of a public offering of shares for capital increase, the Company is required to file an application form for permission to offer securities from the Office of the Securities and Exchange Commission. In this regard, the Company shall apply for registration of the paid-up capital increase with the Ministry of Commerce upon payment for shares and exercise of right to convert warrants to ordinary shares, i ncludi ng permission from the Stock Exchange of Thailand to accept such ordinary shares for capital increase as listed securities for trading on the Stock Exchange of Thailand. 5. Objectives of the capital increase and utilization of the increased capital: * To accommodate the Company's business expansion; and * To serve as source of the working capital of the Company. 6. Benefits to be received by the Company from the capital increase/allocation of shares for capital increase: * To increase the Company's potential to build revenue base, which would enable the Company to have sufficient working capital for continued expansion in the future; and * To strengthen the Company's financial position, including optimizing the structure of liabilities and shareholder's equity. 7. Benefits to be received by the shareholders from the capital increase/allocation of shares for capital increase: * Shareholders would have the opportunity to receive highe return when the Company has higher profitability. 8. Any other necessary details in support of shareholders' decision making to approve the capital increase/allocation of shares for capital increase: - None - 9. Schedule of actions to be taken in the case where the Board of Directors has passed a resolution approving the capital increase/allocation of shares for capital increase: Date Action February 28, 2005 The Board of Directors Meeting would be convened so as to request a resolution for issuance and allocation of ordinary shares for capital increase. February 28, 2005 The Stock Exchange of Thailand would be informed of the resolutions of the Board of Directors Meeting. March 17, 2005 The share register would be closed for suspension of share transfer for the right to attend the 2005 Annual Ordinary General Meeting of Shareholders. April 7, 2005 The 2005 Annual Ordinary General Meeting of Shareholders would be convened. Within 14 days from the Ordinary General Meeting of Shareholders 1. The capital increase would be registered. 2. The resolutions of the Shareholders Meeting would be registered with the Company Registrar, the Ministry of Commerce. The Company herby certifies that the information contained in this report form is true and complete in all respects. Signed: Authorized Signatory (Mr. Plew Trivisvavet) Director of the Company Signed: Authorized Signatory (Mr. Narong Sangsuriya) Director of the Company ?? ?? ?? ?? (Translation) 4 (Translation)