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ข่าวแจ้งตลาดหลักทรัพย์

ข่าวแจ้งตลาดหลักทรัพย์

15 ตุลาคม 2550

Notification Resolutions the EGM Shareholders No. 1/2007

(Translation) No. CK-07-0000-PO-L-0234 October 12, 2007 Re: Notification of Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2007 Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited held the Extraordinary General Meeting of Shareholders No. 1/2007 on October 12, 2007 at 1:30 p.m. at the Conference Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok.At the beginning of the Meeting 361 shareholders attended the Meeting with 836,682,132 shares in aggregate which was equal to 57.86 %. The Extraordinary General Meeting of Shareholders No. 1/2007 passed the following resolutions: 1. Approved the Minutes of the 2007 Annual Ordinary General Meeting of Shareholders, whereby the Meeting of Shareholders resolved to approve the Minutes by the majority of votes as follows: 832,592,332 favorable vote(s), representing 99.511 percent 0 unfavorable vote(s), representing 0.000 percent 4,094,000 abstaining vote(s), representing 0.489 percent of the total number of votes of the shareholders attending the Meeting and casting votes. Remark: In this agenda, there were additional shareholders attending the Meeting and representing 4,200 shares 2. Approved the addition of the number of directors, namely, from 11 persons to 12 persons, and appointed Professor Dr. Pavich Thongroach as an additional director, whereby the Meeting of Shareholders resolved to approve the appointment of Professor Dr. Pavich Thongroach by the majority of votes as follows: 833,843,732 favorable vote(s), representing 99.653 percent 16,000 unfavorable vote(s), representing 0.002 percent 2,889,200 abstaining vote(s), representing 0.345 percent of the total number of votes of the shareholders attending the Meeting and casting votes. Remark: In this agenda, there were additional shareholders attending the Meeting and representing 62,600 shares. 3. Approved the amendment of Clause 3 of the Company's Memorandum of Association, Objectives of the Company, by adding 12 Clauses to the Company's Objectives from the existing 30 Clauses, totaling 42 Clauses, which shall be amended to be in the following order: (31) To engage in the business relating to electric power, which includes purchase, sale, survey,development, supply, engagement, conversion, construction, inspection, analysis, design, installation, production, acquisition, delivery, maintenance, accumulation, reserve, bidding, carrying out of construction, repair, import, export and various arrangements in relation to electric power, such natural sources of energy as water, wind, natural thermal power, solar power, minerals or fuels, e.g., oil, coal, chemicals from coal or gas, including nuclear power for electricity generating and other activities in support of such businesses. (32) To engage in the business of plants for production of steam, purified water and chemical-mixed water for use in general industrial businesses and in petrochemical industrial businesses. (33) To engage in the business of wastewater disposal facilities, seawater refinement facilities,wastewater and effluent disposal and treatment facilities, water purification facilities, groundwater and seawater refinement facilities. (34) To engage in the business of all types of power plants, namely, co-generation power plant, hydroelectric power plant, nuclear power plant and all other types of power plant, electricity production and distribution systems, electricity generator, transmission and properties instrumental to those power plants. (35) To engage in the business of manufacture, purchase, sale, development, supply, survey,refining, extraction, conversion, accumulation, reserve, storage, import, export, transportation of all types of fuels, e.g., coal, oil, ore, hydrocarbon compound, etc. (36) To engage in planning, support, design, construction and acquisition of know-how in terms of technology and business operation and management in relation to establishment of power plants. (37) To carry out construction and operation of factories, cargo storage facilities, laboratory, test room and facilities relating to the Company's business, including storage, import, manufacture, sale and export of materials and products manufactured by the Company. (38) To import, purchase, manufacture, lease, hire-purchase or acquire by other means any registered machineries, equipment, parts and instruments for the purpose of the Company's business. (39) To provide service of management, consultation, research, marketing and advices relating to the Company's business operation. (40) To engage in the business of legal services, accounting, engineering, architecture,distribution, advertising media, marking including advertisements. (41) To purchase and sell land, allocate large-sized plots of land into sub-plots, and carry out construction of houses for lease or sale and/or sell such houses with land. (42) To engage in the business of investment in concession projects and rights to operate business granted by the government, government agencies, government authorities or state enterprises, including project management, construction of various infrastructure, as well as transportation. The Meeting of Shareholders resolved to approve the matter by the majority of votes as follows: 2 833,837,332 favorable vote(s), representing 99.652 percent 14,600 unfavorable vote(s), representing 0.002 percent 2,897,000 abstaining vote(s), representing 0.346 percent of the total number of votes of the shareholders attending the Meeting and casting votes. 4. Granted approval for the Company to acquire assets from CK. Office Tower Co., Ltd., as per the following details: 1. An office building named Viriyathavorn Building, which is a 23-story building, with basement and deck, together with a 6-story parking building, on Land Title Deeds Nos. 21495, 21496, 24496, 24497, 24499, 24500, 31431, 31432, 31433,31434, 41835, 57992, 138958, 138961 and 140145, Tambon Dindaeng (South Bang Sue), Amphoe Dindaeng (Bang Sue), Bangkok, covering a total area of 3-3-17.1 rai [The said building has been registered as an office condominium named "Viriyathavorn Building" Condominium, Condominium Registration No. 1/2544,and the Title Document has been changed to 27 Condominium Unit Title Deeds (Or.Chor.2) by virtue of the Condominium Act B.E. 2522 (1979)], comprising Condominium Unit Title Deeds Nos. 587, 587/1, 587/3-587/26, totaling 26 title deeds, covering a total area of 16,978.18 square meters, including all common property of the condominium. 2. Land Title Deed No. 21494, Tambon Samsen Nai (South Bang Sue), Amphoe Dusit (Bang Sue), Bangkok, covering an area of 62 square wah. 3. Land Title Deed No. 61932, Tambon Samsen Nai (South Bang Sue), Amphoe Dusit (Bang Sue), Bangkok, covering an area of 39 square wah. The total value of such transaction shall amount to Baht 625,000,000 and such assets shall be used as office condominium units for the business operations of the Company and its group, whereby the Meeting of Shareholders resolved to approve the matter with not less than three quarters of the total number of votes of the shareholders attending the Meeting and having the right to vote, excluding such votes of the interested shareholders, as follows: 206,181,276 favorable vote(s), representing 85.773 percent 28,783,200 unfavorable vote(s), representing 11.974 percent 5,415,200 abstaining vote(s), Representing 2.253 percent of the total number of votes of the shareholders attending the Meeting and casting votes. Such resolution was passed by more than three quarters of the total number of votes of the shareholders attending the Meeting and having the right to vote, excluding such 596,369,256 votes of the interested shareholders.Remark: The names and number of shares (as at September 21, 2007 which was the closing date of the Share Register Book for suspension of share transfer for the right to attend the Extraordinary General Meeting of Shareholders No. 1/2007) of the interested persons/connected persons who have no right to vote were as follows: 3 Names Number (Shares) % 1. Mahasiri Siam Co., Ltd. 293,784,788 20.32 2. CH. Karnchang Holding Co., Ltd. 151,707,400 10.49 3. CK. Office Tower Co., Ltd. 75,000,000 5.19 4. Bang Pa-in Land Development Co., Ltd. 18,935,000 1.31 5. Mr. Thavorn Trivisvavet 21,277,200 1.47 6. Mr. Plew Trivisvavet 21,047,620 1.46 7. Mr. Prasert Trivisvavet 11,600,048 0.80 8. Mrs. Saikasem Trivisvavet 2,990,000 0.21 9. Mr.Kamthorn Trivisvavet 1,000 0.00 10. Mr. Prasert Tongkittikul 26,200 0.00 Total 596,369,256 41.25 Upon acceptance of transfer of ownership of such assets above, 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 4