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ข่าวแจ้งตลาดหลักทรัพย์

ข่าวแจ้งตลาดหลักทรัพย์

02 มีนาคม 2549

Request amendment BOD 1/2006 determination agenda 2006 AGM

(Translation) No. CK-06-0000-PO-L-0069 March 2, 2006 Re : Request for amendment on resolutions of the Board of Directors Meeting No. 1/2006 of determination on agenda of the 2006 Annual Ordinary General Meeting of Shareholders Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited had informed the resolutions of the Board of Directors Meeting No. 1/2006 on February 27, 2006, to the Stock Exchange of Thailand of Thailand. As the Company had informed the erroneous information of the resolutions to determine on agenda of the 2006 Annual Ordinary General Meeting of Shareholders in accordance with item 9, the Company hereby desire to amend the original information. The new terms, therefore, are as follows. "9. Resolved to determine the agenda for the 2006 Annual Ordinary General Meeting of Shareholders as follows: Item 1 To consider and approve the Minutes of the Extraordinary General Meeting of Shareholder No. 2/2005 Opinion of the Board:It was deemed appropriate to approve the Minutes of the Extraordinary General Meeting of Shareholders No. 2/2005. Item 2 To consider and acknowledge the Company's operational results for the year 2005 Opinion of the Board:It was deemed appropriate to acknowledge the Company's operational results for the year 2005. Item 3 To consider, acknowledge and approve including ratification on reduction of the shareholding ratio in Thai Tap Water Supply Co., Ltd. Opinion of the Board:It was deemed appropriate to acknowledge and approve including ratification on such reduction of the shareholding ratio in Thai Tap Water Supply Co., Ltd., from holding not less than 51 percent of the registered capital to holding not exceeding 49 percent of the registered capital in such company. Item 4 To consider and approve the balance sheet and income statement for the year ending December 31, 2005 Opinion of the Board:It was deemed appropriate to approve the balance sheet and income statement for the year ending December 31, 2005 which had been audited by the auditor. Item 5 To consider and approve the allocation of profit for the year 2005 Opinion of the Board:It was deemed appropriate to allocate profit since the Company derived a net profit of Baht 684,156,350.- (Six Hundred Eighty Four Million One Hundred Fifty Six Thousand Three Hundred Fifty Baht Only) and the Company still had an unallocated accumulated profit brought forward in the amount of Baht 241,221,883.- (Two Hundred Forty One Million Two Hundred Twenty One Thousand Eight Hundred Eighty Three Baht Only), and to allocate five percent of the profit, in the amount of Baht 34,207,818.- (Thirty Four Million Two Hundred Seven Thousand Eight Hundred Eighteen Baht Only) as a legal reserve, thereby bringing the unallocated accumulated profit to be carried forward to Baht 784,131,325.- (Seven Hundred Eighty Four Million One Hundred Thirty One Thousand Three Hundred Twenty Five Baht Only). In this regard, it was deemed appropriate to propose the Meeting to declare dividend payment for the year 2005 at the rate of Baht 0.35 per share, scheduled to be paid on May 26, 2006. Item 6 To consider and elect directors to replace those due to retire by rotation Opinion of the Board:It was deemed that the Meeting should elect new directors to replace those directors who were due to retire by rotation and the retiring directors should be re-elected for another term. Item 7 To consider and appoint additional directors of the Company Opinion of the Board:It was deemed appropriate to appoint additional directors of the Company. Item 8 To consider and determine directors authorized to sign and bind the Company Opinion of the Board:It was deemed appropriate to determine the directors authorized to sign and bind the Company. Item 9 To consider and determine remuneration for directors Opinion of the Board:It was deemed appropriate to determine remuneration for directors for the year 2006. Item 10 To consider and appoint auditor and determine remuneration for the year 2006 Opinion of the Board:It was deemed appropriate to appoint the auditor from Ernst & Young Office Limited as the Company's auditor for the year 2006 and the remuneration should be determined as per the Board's proposal. Item 11 To consider and approve the issuance and offering of debentures Opinion of the Board:It was deemed appropriate to issue and offer, in whole or in part, of new lot of the Company's Baht denominated debentures in the total amount of not exceeding Baht 3,000 Million, by way of public offering and/or private placement and/or offering to institutional investors, as per the sec's Notifications, with a maturity as stipulated by the Executive Board and/or the Chief Executive Officer. The type of debentures will be unsubordinated bearing names of the holders. The debentures may be secured or unsecured and with or without a debenture holder representative. The offering of the debentures may be made on one or several occasions. The Executive Board and/or the Chief Executive Officer shall have the authority to set out the details of the debentures, type, collateral, amount, maturity, par value, offering price, interest rate, redemption right, offering method, issuance and offering period as well as other relevant details, as the circumstances may allow, and as per the period deemed appropriate. In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to appoint debenture holder representative and/or registrar and/or broker and/or underwriter and/or advisor and other relevant person or persons, including to execute, sign, amend, negotiate contracts and/or any other documents with the relevant parties, prepare, liaise, give information and submit documents and evidence to the Office of the SEC, secondary market for debt instruments, the credit rating agency and/or any other authorities relating to such issuance and offering of the debentures, as well as to set out the relevant criteria, conditions and details and make any relevant arrangements to accomplish such objectives, subject to the requirements in the applicable notifications, regulations, criteria and laws, and take any relevant actions as appropriate. Item 12 To consider other matters (if any) Please be informed accordingly. Very truly yours, -Signature- (Mr. Anukool Tuntimas) Executive Vice President Human Resources and General Administration