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