ข่าวแจ้งตลาดหลักทรัพย์

=Translation= No. CK-05-0000-PO-L-0127 April 29, 2005 Re: Notification of Resolutions of the Board of Directors Meeting No. 3/2005 and Notification of the Closing Date of the Share Register for Suspension of the Share Transfer for the Right to Attend the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2005 Attn: President of the Stock Exchange of Thailand Enclosure: Information Memorandum on Acquisition of Shares in Thai Tap Water Supply Co., Ltd. The Board of Directors Meeting No. 3/2005, held on April 28, 2005 at 5:30 p.m., resolved on various matters as per the following details: 1. Approval was granted for the Company to establish its first branch office of CH. Karnchang Public Company Limited at No. 215 Lanxang Road, Baan Siang Yuen, Chantaburi Town, Kam Paeng Nakorn, Vientiane, Lao Peoples Democratic Republic, so as to accommodate construction work expected to occur, including proper tax planning as well as engagement of sub-contractors in Lao Peoples Democratic Republic. 2. The execution of the Memorandum of Understanding on the tariff structure and principle terms and conditions of the Nam Ngum 2-Hydroelectric Power Project by SouthEast Asia Energy Limited, a subsidiary of the Company, with the Electricity Generating Authority of Thailand on April 25, 2005, as construction project of a 615 Megawatts dam located above Nam Ngum 1-Dam Project, approximately 90 kilometers from Vientiane, was ratified. The route of the power supply from Nam Ngum 2-Hydroelectric Power Project would be constructed to be connected with the transmission line of the Electricity Generating Authority of Thailand in Udon Thani Province, with the total project value of approximately US$ 850 Million. Under the conditions of the agreement, the Electricity Generating Authority of Thailand would purchase power of approximately 2,300 GWh. per year, for 25 years under the concession period of SouthEast Asia Energy Limited. Thereafter, the Government of Lao Peoples Democratic Republic would agree to sell such power to Thailand for a further period of 25 years. 3. Approval was granted for the Company to purchase ordinary shares in Thai Tap Water Supply Co., Ltd. from the following parties: (1) 30,000 shares from Thames Water International Service Ltd.; (2) 300,000 shares from Thames Water International (Thailand) Ltd.; (3) 14,670,000 shares from Thames Water Public Company Limited; Totaling 15,000,000 shares, with the par value of Baht 100 per share, representing 50 percent of the registered and paid-up capital, in the total value of not exceeding Baht 3,600,000,000. In this regard, the volume of the purchase of ordinary shares in Thai Tap Water Supply Co., Ltd. would represent 103.68 percent, which therefore falls under Class 4 Transaction pursuant to the Stock Exchange of Thailand Notification Re: Acquisition or Disposition of Assets of Listed Companies, and which would require disclosure of information on execution of such transaction to the Stock Exchange of Thailand and a meeting of shareholders of the Company to seek the shareholders approval for the execution of such transaction. 4. Approval was granted for the Company to sell and/or transfer its option to purchase ordinary shares in Thai Tap Water Supply Co., Ltd., which might occur in the future, to other persons and/or legal entities to participate as joint investors, provided that the Company would continue to maintain its major shareholding ratio. The Shareholder Meeting would authorize the Executive Board to consider approving details, selling price and conditions for offering to other persons and/or legal entities. In this regard, once the Company acknowledges such details, the Company shall then inform shareholders and the Stock Exchange of Thailand in accordance with the rules for disclosure of information. 5. Approval was granted for the Company to convene the Extraordinary General Meeting of Shareholders No. 1/2005 on Wednesday, June 22, 2005 at 9:30 a.m. at the Conference Room on 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. The Company would deliver the notice of the Meeting of Shareholders to the Stock Exchange of Thailand at least five business days prior to delivery to its shareholders, with the agenda of the Meeting as follows: Item 1 To consider and approve the Minutes of the 2005 Annual Ordinary General Meeting of Shareholders Opinion of the Board:It was deemed appropriate for the Meeting to approve the Minutes of the 2005 Annual Ordinary General Meeting of Shareholders.Item 2 To consider ratifying the execution of the Memorandum of Understanding on the tariff structure and principle terms and conditions of Nam Ngum 2- Hydroelectric Power Project by SouthEast Asia Energy Limited Opinion of the Board:It was deemed appropriate for the Meeting to ratify the execution of the Memorandum of Understanding on the tariff structure and principle terms and conditions of Nam Ngum 2-Hydroelectric Power Project by SouthEast Asia Energy Limited with the Electricity Generating Authority of Thailand on April 25, 2005, as construction project of a 615 Megawatts dam located above Nam Ngum 1-Dam Project, approximately 90 kilometers from Vientiane. The route of the power supply from Nam Ngum 2-Hydroelectric Power Project would be constructed to be connected with the transmission line of the Electricity Generating Authority of Thailand in Udon Thani Province, with the total project value of approximately US$ 850 Million. Under the conditions of the agreement, the Electricity Generating Authority of Thailand would purchase power of approximately 2,300 GWh. per year, for 25 years under the concession period of SouthEast Asia Energy Limited. Thereafter, the Government of Lao Peoples Democratic Republic would agree to sell such power to Thailand for a further period of 25 years.Item 3 To consider granting approval for the Company to purchase ordinary shares in Thai Tap Water Supply Co., Ltd. Opinion of the Board:It was deemed appropriate for the Meeting to grant approval for the Company to purchase ordinary shares in Thai Tap Water Supply Co., Ltd. from Thames Water International Service Ltd., Thames Water International (Thailand) Ltd. and Thames Water Public Company Limited, totaling 15,000,000 shares with the par value of Baht 100 per share, representing 50 percent of the registered and paid-up capital, at the total value of not exceeding Baht 3,600,000,000, subject to approval from the shareholders meeting with not less than three-fourths of the total number of votes of the shareholders or proxies attending the meeting and having the right to vote, excluding the votes of interested shareholders, in accordance with the Stock Exchange of Thailand Notification Re: Rules, Procedures and Disclosure of Acquisition or Disposition of Assets of Listed Companies, as proposed by the Board.Item 4 To consider selling and/or transferring the option to purchase part of ordinary shares in Thai Tap Water Supply Co., Ltd., which might occur in the future, to other persons and/or legal entities, provided that the Company would continue to maintain its major shareholding ratio Opinion of the Board:It was deemed appropriate for the Meeting to grant approval for the Company to sell and/or transfer its option to purchase part of ordinary shares in Thai Tap Water Supply Co., Ltd., which might occur in the future, to other persons and/or legal entities to participate as joint investors, provided that the Company would continue to maintain its major shareholding ratio. The Executive Board should be authorized to consider approving details, selling price and conditions for offering to other persons and/or legal entities. In this regard, once the Company acknowledges such details, the Company shall then inform shareholders and the Stock Exchange of Thailand in accordance with the rules for disclosure of information. Item 5 To consider other matters (if any) 6. Approval was granted for the Company to determine the closing date of the share register for suspension of the share transfer for the right to attend the Extraordinary General Meeting of Shareholders No. 1/2005 on June 1, 2005 at 12:00 p.m., until such time as the Extraordinary General Meeting of Shareholders adjourns. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer ?? ?? ?? ?? 6