ข่าวแจ้งตลาดหลักทรัพย์

(Translation) No. CK-07-0000-PO-L-0111 April 30, 2007 Re: Notification of Resolutions of the 2007 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 held the 2007 Annual Ordinary General Meeting of Shareholders on April 30, 2007 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 2007 Annual Ordinary General Meeting of Shareholders passed the following resolutions: 1. Approved the Minutes of the 2006 Annual Ordinary General Meeting of Shareholders, whereby the Meeting of Shareholders resolved to approve the Minutes by the majority of votes as follows: 802,269,678 favorable vote(s),representing 99.961 percent 0 unfavorable vote(s),representing 0.000 percent 315,700 abstaining vote(s),representing 0.039 percent of the total number of votes of the shareholders attending the Meeting and casting votes. 2. Acknowledged the Company's operational results for the year 2006. (The Meeting acknowledged the matter without casting votes). 3. Approved the balance sheet and income statement for the year ended December 31, 2006 which had been reviewed by the Audit Committee and the Board of Directors, and audited by the auditor, whereby the Meeting of Shareholders resolved to approve the matter by the majority of votes as follows: 802,159,678 favorable vote(s),representing 99.947 percent 110,000 unfavorable vote(s),representing 0.014 percent 315,700 abstaining vote(s),representing 0.039 percent of the total number of votes of the shareholders attending the Meeting and casting votes. 4. Approved to suspend the dividend payment for the year 2006 and suspend the allocation of profit as legal reserve since the Company sustained accumulated loss, whereby the Meeting of Shareholders resolved to approve the matter by the majority of votes as follows: 802,159,678 favorable vote(s),representing 99.947 percent 110,000 unfavorable vote(s),representing 0.014 percent 315,700 abstaining vote(s),representing 0.039 percent of the total number of votes of the shareholders attending the Meeting and casting votes. 5. Approved the appointment of Mr. Aswin Kongsiri, Mr. Don Pramudwinai, Mrs. Saikasem Trivisvavet and Mr. Narong Sangsuriya, directors due to retire by rotation, to return to their office for another term as proposed, whereby the Meeting of Shareholders resolved to approve the appointment of Mr. Aswin Kongsiri by the majority of votes as follows: 800,031,078 favorable vote(s),representing 99.682 percent 2,238,600 unfavorable vote(s),representing 0.279 percent 315,700 abstaining vote(s),representing 0.039 percentof the total number of votes of the shareholders attending the Meeting and casting votes; The Meeting of Shareholders resolved to approve the appointment of Mr. Don Pramudwinai by the majority of votes as follows: 802,269,678 favorable vote(s),representing 99.961 percent 0 unfavorable vote(s),representing 0.000 percent 315,700 abstaining vote(s),representing 0.039 percent of the total number of votes of the shareholders attending the Meeting and casting votes; The Meeting of Shareholders resolved to approve the appointment of Mrs. Saikasem Trivisvavet by the majority of votes as follows: 802,269,678 favorablevote(s),representing 99.961 percent 0 unfavorable vote(s),representing 0.000 percent 315,700 abstaining vote(s),representing 0.039 percent of the total number of votes of the shareholders attending the Meeting and casting votes; The Meeting of Shareholders resolved to approve the appointment of Mr. Narong Sangsuriya by the majority of votes as follows: 802,269,678 favorable vote(s),representing 99.961 percent 0 unfavorable vote(s),representing 0.000 percent 315,700 abstaining vote(s),representing 0.039 percentof the total number of votes of the shareholders attending the Meeting and casting votes. 6. Approved remuneration for directors as approved by the Remuneration Committee, namely, bonus for directors for the year 2006 in the amount of not exceeding Baht 7,875,000 and remuneration for directors for the year 2007 in the amount of not exceeding Baht 4,125,000, whereby the Meeting of Shareholders resolved to approve the matter by the majority of votes as follows: 802,133,178 favorable vote(s),representing 99.944 percent 136,500 unfavorable vote(s),representing 0.017 percent 315,700 abstaining vote(s),representing 0.039 percent of the total number of votes of the shareholders attending the Meeting and casting votes. 7. Approved the appointment of either Miss Siraporn Ouaanunkun or Mr. Narong Puntawong or Mr. Supachai Phanyawattano, of Ernst & Young Office Limited, as the auditor for the year 2007 with the remuneration of not exceeding Baht 1,900,000, whereby the Meeting of Shareholders resolved to approve the matter by the majority of votes as follows: 802,143,678 favorable vote(s),representing 99.945 percent 120,000 unfavorable vote(s),representing 0.015 percent 321,700 abstaining vote(s),representing 0.040 percent of the total number of votes of the shareholders attending the Meeting and casting votes. 8. Approved the issuance and offering, in whole or in part, 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, pursuant to the SEC's Notifications, with a maturity as shall be specified 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, installment payment of principal, 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 the authority 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. The major characteristics of the debentures shall be as follows: Objectives : :To accommodate the Company's business expansion and to serve as source of the capital for the Company's business operation. Issuer of debentures :CH. Karnchang Public Company Limited Type of debentures :Unsubordinated debentures bearing names of the holders, secured or unsecured, and with or without a debenture holder representative. Total value of debentures :The total balance of debentures to be issued shall not exceed Baht 3,000 Million, and the Executive Board and/or the Chief Executive Officer may consider issuing and offering debentures by various methods, on one or several occasions, other than the previously issued debentures in the amount of Baht 9,000 Million. Any number of matured debentures may be re-issued and re-offered for sale, provided however that, the total balance of debentures approved for issuance and offering at any particular time shall not exceed the total amount of Baht 12,000 Million inclusive of the resolution of issuance of the existing balance of debentures and the resolution of issuance of newly issued debentures as indicated above. Maturity :As shall be specified by the Executive Board and/or the Chief Executive Officer. Interest rate :At an appropriate rate as shall be specified by the Executive Board and/or the Chief Executive Officer. Offering :To be offered to general investors, namely, the offering may be made by way of public offering and/or private placement and/or offering to institutional investors, pursuant to the notifications of the Office of the Securities and Exchange Commission (SEC), in whole on one or several occasions. The Meeting of Shareholders resolved to approve the matter by the majority of votes as follows: 802,263,678 favorable vote(s),representing 99.960 percent 0 unfavorable vote(s),representing 0.000 percent 321,700 abstaining vote(s),representing 0.040 percent of the total number of votes of the shareholders attending the Meeting and casting votes. 9. Approved the offset of the Company's accumulated loss (as per the Company's the financial statements as at December 31, 2006, the Company had an accumulated loss amounting to Baht 818,129,169), whereby such offset of the accumulated loss would be made against the legal reserve in the entire amount of Baht 129,845,770 and the share premium reserve in the amount of Baht 688,000,000, thereby resulting in the Company's remaining accumulated loss of Baht 283,399, whereby the Meeting of Shareholders resolved to approve the matter by the majority of votes as follows: 802,159,678 favorable vote(s),representing 99.947 percent 110,000 unfavorable vote(s),representing 0.014 percent 315,700 abstaining vote(s),representing 0.039 percent of the total number of votes of the shareholders attending the Meeting and casting votes. 10. Granted approval for the Company to sell not exceeding 5,567,371 ordinary shares in Pathum Thani Water Co., Ltd. (the number of shares after Pathum Thani Water Co., Ltd. decreased its registered capital), or representing not more than 46.39 percent of the decreased registered capital at the price not lower than Baht 332 per share, in the total amount of not less than Baht 1,848,367,172, to Thai Tap Water Supply Public Company Limited and/or persons and/or legal entities having no connection with the Company, whereby the Board of Directors of the Company shall have the authority to further consider and approve the details, selling price, number of shares, period of time and other conditions. The Meeting of Shareholders resolved to approve the matter with the votes of not less than three fourths of the total number of the shareholders attending the Meeting and having the rights to vote, exclusive of interested shareholders as follows: 308,418,278 favorable vote(s),representing 99.937 percent 184,900 unfavorable vote(s),representing 0.060 percent 10,700 abstaining vote(s),representing 0.003 percent of the total number of votes of the shareholders attending the Meeting and casting votes. The resolution of the shareholder's Meetings approve to votes more than three fourths of the total number of the shareholders attending the Meeting and having the rights to vote, exclusive of interested shareholders in the amount of 493,971,500 votes. Remark: Names and Number of shares (As of April 9, 2007, the date of closing the shareholders register book for the right to attend the 2007 Annual Ordinary General Meeting of Shareholder ) of interested shareholders/connected person and not having the right to vote are as follows: Names Number (Shares) 1. Mahasiri Siam Co., Ltd. 240,667,000 2. CH.Karnchang Holding Co., Ltd. 125,589,500 3. CK.Office Tower Co., Ltd. 75,000,000 4. Bang Pa-in Land Development Co., Ltd. 18,935,000 5. Mr. Plew Trivisvavet 17,298,000 6. Mr. Thavorn Trivisvavet 16,481,000 7. Mr. Kamthorn Trivisvavet 1,000 Total 493,971,500 Once an agreement on the number of shares and prices has been concluded, the Company would further inform the shareholders of the information via the Stock Exchange of Thailand's system. 11. Granted approval for Thai Tap Water Supply Public Company Limited to purchase the ordinary shares in Pathum Thani Water Co., Ltd. from the current shareholders (except the Provincial Waterworks Authority) wishing to sell their shares at the price ranging from Baht 332 to Baht 365 per share so as to restructure the shareholding of Thai Tap Water Supply Public Company Limited before the initial public offering for the purpose of listing on the Stock Exchange of Thailand, whereby the Board of Directors of Thai Tap Water Supply Public Company Limited shall have the authority to further consider and approve the details, selling price, number of shares, period of time and other conditions. The Meeting of Shareholders resolved to approve the matter with the votes of not less than three fourths of the total number of the shareholders attending the Meeting and having the rights to vote, exclusive of interested shareholders as follows: 308,418,278 Favorable vote(s),representing 99.937 percent 184,900 unfavorable vote(s),representing 0.060 percent 10,700 abstaining vote(s),representing 0.003 percent of the total number of votes of the shareholders attending the Meeting and casting votes. The resolution of the shareholder's Meetings approve to votes more than three fourths of the total number of the shareholders attending the Meeting and having the rights to vote, exclusive of interested shareholders in the amount of 493,971,500 votes. Remark: Names and Number of shares (As of April 9, 2007, the date of closing the shareholders register book for the right to attend the 2007 Annual Ordinary General Meeting of Shareholder ) of interested shareholders/connected person and not having the right to vote are as follows: Names Number (Shares) 1. Mahasiri Siam Co., Ltd. 240,667,000 2. CH.Karnchang Holding Co., Ltd. 125,589,500 3. CK.Office Tower Co., Ltd. 75,000,000 4. Bang Pa-in Land Development Co., Ltd. 18,935,000 5. Mr. Plew Trivisvavet 17,298,000 6. Mr. Thavorn Trivisvavet 16,481,000 7. Mr. Kamthorn Trivisvavet 1,000 Total 493,971,500 Once an agreement on sellers, the number of shares and prices has been concluded, the Company would further inform the shareholders of the information via the Stock Exchange of Thailand's system. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer