Notification of EGM and Connected transection

- Translation - No. TTW/0271/09 1 June 2009 Subject : Notification of the Resolutions of the Board of Directors' Meeting No. 5/2552 Attention : President The Stock Exchange of Thailand The Board of Directors Meeting of Thai Tap Water Supply Public Company Limited ("the Company") No. 5/2552 held on 29 May 2009 passed the resolution as follow: 1. Resolved that the Company acquire the rights to operate and manage treated water and waste water services at Bangpa-In Industrial Estate ("Operating Rights") from Bangpa-In Land Development Company Limited ("BLDC"). Since BLDC and the Company have connected persons, this transaction is considered a connected transaction in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Acts of Listed Companies Concerning Connected Transactions. However, the value of transaction is represented to 7.6 % of the consolidated total assets as at 31 March 2009 and is not applied to Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets. The Company hereby discloses details of transaction as follow:- 1.1. Date of Transaction The Company will acquire Operating Rights from BLDC after approval is obtained from shareholders who have no interest in the proposed transaction and conclusion of the agreement on production, distribution and service rights to be entered into between the Company and BLDC. The transaction is expected to take place within September 2009. 1.2. Parties and Relation of Listed Company Assignor Bangpa-In Land Development Company Limited Assignee Thai Tap Water Supply Public Company Limited Relation between Major shareholders, directors and Assignor and connected persons of Assignor are the Assignee major shareholdersand director of Assignee 1.3. Details of Connected Transaction BLDC's area cover 1,962 Rais, sold and has activated 1,079 Rais. Its tap water treatment has the maximum capacity of 48,000 m3/day. Major revenue comes from utilities services. The Company, the largest privately owned tap water producer in Thailand, will purchase the following Operating Rights from BLDC for a period of 30 years: a) Right to, at the assignee's expense, use, take care of, maintain and improve tap water production plant, tap water production system, ground water production system and tap water distribution system, as well as right to produce and distribute water supply to and collect service charges from customers in Bangpa-In Industrial Estate; and b) Right to, at the assignee's expense, use, take care of, maintain and improve waste water treatment plant, waste water treatment system and waste water release system, as well as right to operate and provide waste water treatment service for and collect service charges from customers in Bangpa-In Industrial Estate. 1.4. Transaction Size Transaction size 1,400 million Baht (Equal to 16.25% of net intangible asset of the Company and its subsidiaries, as of 31 March 2009) Payment method Cheque or money transfer by 3 installment payment as follow:- No. Amount Due date (million Baht) 1 1,000 Contract date 2 200 One year after contract date 3 200 Two years after contract date Total 1,400 Source of fund Borrow from financial institution(s) and/or cash flow from the Company's operation 1.5. Basis used to determine value of transaction size The Company determines the value of transaction by discounted cash flow analysis. 1.6. Connected Person and Extent of Interest The connected person with whom the Company will enter into the transaction is BLDC, in which the Company's major shareholder and director, Mr. Plew Trivisvavet, is a director and major shareholder, holding directly 8.33% of shares and indirectly 8.65% of shares through Mahasiri Siam Co., Ltd. by 5.52% (Mr. Plew Trivisvavet holds shares in Mahasiri Siam Co., Ltd. by 22.1%, and Mahasiri Siam Co., Ltd. holds shares in BLDC by 25%) and through C.K. Office Tower Co., Ltd. by 3.13% (Mr. Plew Trivisvavet holds shares in C.K. Office Tower Co., Ltd. by 12.5% and C.K. Office Tower Co., Ltd. holds shares in BLDC by 25%). Mr. Plew Trivisvavet is also a director and holds shares directly and indirectly in CH. Kanchang Plc. (CK) and Bangkok Expressway Plc. (BECL), which presently hold shares in the Company by 35.31% and 9.24% of its paid-up registered capital respectively. CH. Kanchang Plc. is a major shareholder of Bangkok Expressway Plc. and holds 15.32% of its paid-up registered capital. List and information of the connected persons as of 29 May 2009, the date of approval of this transaction, are as follows: Name Position in Position in Position in Position in No. of the Company the BLDC CK BECL shares Mr.Plew Director Director Director,Chairman Director and 2,997,000 Trivisvavet of Executive Chairman of Committee and Executive Chief Executive Committee Offer Mr.Narong Director Director 2,000,100 Sangsuriya Mr.Prasert Director Director 2,000,100 Marittanaporn Dr.Sombat Director Director 2,000,100 Kitjalaksana In the Board of Directors' Meeting No. 5/2552 held on 29 May 2009, directors who have interest and are connected persons in the transaction did not attend and did not vote in the Board of Directors' Meeting when approving the agenda. 1.7. Conditions to be Fulfilled Before Entry Into Transaction The purchase of Operating Rights from BLDC is regarded as a connected transaction in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Acts of Listed Companies Concerning Connected Transactions concerning asset or service with the total size of the transaction exceeding 3% of the net tangible asset value of the Company. Therefore, due to the size of the transaction, the Company is required to prepare a report and disclose the entry into the connected transaction to the Stock Exchange of Thailand, and to hold a shareholders meeting to seek approval for the connected transaction with at least three-fourths of the total votes of the shareholder attending the meeting and having the right to vote, excluding shares of interested shareholders. The Company will purchase Operating Rights from BLDC only after 1) The shareholders meeting of the Company approves the transaction; 2) The conditions precedent of the agreement on production, distribution and service rights to be entered into between the Company and BLDC has been fulfilled. 1.8. Opinion of the Board of Directors concerning the Transaction The Board of Directors of the Company has considered the proposed transaction and is of the opinion that the purchase price of Operating Rights from BLDC at Baht 1,400 million is an appropriate price and the purchase will benefit the Company compared to an entry into a transaction with an independent third party. The benefits to the Company after the conclusion of the transaction are the expansion of water supply business outside the area presently served by the Company and expansion of waste water treatment service business. 1.9. Opinion of members of Audit Committee and/or directors who have different view from the Board of Directors - None - 2. Resolved to appoint Country Group Securities Plc. - CGS (former Adkinson Securities Plc.) to be independent financial advisor of the Company to provide opinion with respect to the purchasing of Operating Rights from BLDC, which is considered as a connected transaction. 3. Resolved that the Extraordinary General Meeting of Shareholders No.1/2552 for approving the purchasing of Operating Rights from BLDC, which is considered as a connected transaction, will be held on Friday, 31 July 2009, at 3:00 p.m., at the Lotus Room, Queen Sirikit National Convention Center, No. 60, New Rachadapisek Road, Klongtoey, Bangkok. 4. Resolved that the Record Date specifies the list of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2552 be determined on Monday, 15 June 2009 and the list of shareholders shall be complied pursuant to Section 225 of the Securities and Exchange Act by closing of the share register book to suspend the share transfer on Tuesday, 16 June 2009. Please be informed accordingly. Very truly yours, (Sompodh Sripoom) Managing Director Office of Managing Director Telephone : 0-2811-7528 Ext. 207 Facsimile : 0-2811-7687