) Information Memorandum : TTW

10.04% shareholding Water reduce its O&M cost. in CH. Karnchang. - Interest However, Pathum Thani Water - CH. Karnchang is the expense in - 13,878,123 agreed to pay Pathum Thani Company's major respect of Operations a compensation for the shareholder with the termination of O&M Agreement 47.69% shareholding. compensatio that it made with Pathum Thani - Before 31 July 2006, n for the Operations in the amount of Baht three directors of termination 385 million. Pathum Thani of O&M On the termination date, Pathum Operations held offices Agreement Thani Water paid Baht 125 million, in the Company: the remaining amount will be paid (1) Mr. Sompodh in five instalments together with Sripoom was the interest. All instalments will be Company's director and completed by 30 April 2008. managing director; (2) Mr. Sombat Kitjalaksana was the Company's director; and (3) Mr. Prasert Marittanaporn was the Company's director. - The above-mentioned directors are no longer Pathum Thani Operations' directors 3. The Company's acquisition of Pathum Thani Water The acquisition of ordinary shares in Pathum Thani Water was to mitigate the conflict of interest. The share acquisition price was in the price range assessed by SCMB Ltd. and Seamico Securities Plc., two assessors engaged by the Company to assess the price of Pathum Thani Water's shares. 3.1 Connected party transactions between the Company and CH. Karnchang Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate Company's - 1,892,905,460 On 29 June 2007 the Company - Company's major acquisition of acquired 5,067,371 ordinary shares in shareholder with Pathum Thani Pathum Thani Water previously held 47.69% shareholding Water's ordinary by CH. Karnchang at the price of Baht as of 30 June 2007. shares held by 340 per share and on 14 December - Former major CH. Karnchang 2007 the Company further acquired shareholder of Pathum 499,998 ordinary shares in Pathum Thani Water with Thani Water, resulting in a total share 46.39% and 4.17% acquisition price of Baht shareholdings on 11 1,892,905,460. This share acquisition June 2007 and 12 was to mitigate the conflict of interest September 2007, that may arise from the fact that CH. respectively. Karnchang, the Company's major 87455-00001 BN:783577.3 25 Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Two executive shareholder, was formerly a major directors and shareholder of Pathum Thani Water executives of CH. which runs the same business as the Karnchang hold offices Company. in the Company: (1) Mr. Plew Trivisvavet is the Chairman of the Company's Board of Directors and (2) Mr. Narong Sangsuriya is the Company's director and executive director. - Two executives of CH. Karnchang hold offices in the Company: (1) Mr. Sombat Kitjalaksana is the Company's director and executive director and (2) Mr. Prasert Marittanaporn is the Company's director. 3.2 Connected party transactions between the Company and Mahasiri Siam Ltd. Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate Company's - 1,245,259,520 On 29 June 2007, the Company - Before 29 June 2007, acquisition of acquired 3,662,528 ordinary shares in Mahasiri Siam Ltd. was Pathum Thani Pathum Thani Water previously held a major shareholder of Water's ordinary by Mahasiri Siam Ltd. at the price of Pathum Thani Water shares held by Baht 340 per share, resulting in a with a 30.52% Mahasiri Siam total share acquisition price of Baht shareholding. After 29 Ltd. 1,245,259,520. This share acquisition June 2007, Mahasiri was to mitigate the conflict of interest Siam Ltd. sold all its that may arise from the fact that CH. shares in Pathum Thani Karnchang, the Company's major Water to the Company. shareholder, was formerly a major - As at 27 August 2007, shareholder of Pathum Thani Water Mahasiri Siam Ltd. was which runs the same business as the a major shareholder Company. with a 19.24% shareholding in CH. Karnchang. - CH. Karnchang is the Company's major shareholder with 47.69% shareholding - A director of Mahasiri Siam Ltd., namely Mr. Plew Trivisvavet, also 3.3 Connected party transactions between the Company and CH. Karnchang Holding Co., Ltd. Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate Company's - 88,910,680 On 29 June 2007, the Company - As at 9 April 2007, CH. acquisition of acquired 261,502 ordinary shares in Karnchang Holding Co., Pathum Thani Pathum Thani Water previously held Ltd. was a major Water's ordinary by CH. Karnchang Holding Co., Ltd. at shareholder with shares held by the price of Baht 340 per share, 19.24% shareholding CH. Karnchang resulting in a total share acquisition in CH. Karnchang. Holding Co., price of Baht 88,910,680. This share - CH. Karnchang is the Ltd. acquisition was to mitigate the Company's major conflict of interest that may arise shareholder with from the fact that CH. Karnchang, the 47.69% shareholding. Company's major shareholder, was - Before 29 June 2007, formerly a major shareholder of CH. Karnchang Holding Pathum Thani Water which runs the Co., Ltd. was a same business as the Company. shareholder of Pathum Thani Water with 2.18% shareholding. After 29 June 2007, CH. Karnchang Holding Co., Ltd. sold all its shares in Pathum Thani Water to the Company. - A director of CH. Karnchang Holding Co., Ltd., namely Mr. Plew Trivisvavet, is also the Company's Chairman. 3.4 Connected party transactions between the Company and Capital Rice Co., Ltd. Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate The Company - 190,894,360 On 14 December 2007, the Company - Before 24 May2007, purchased all acquired 561,454 ordinary shares in Capital Rice Co., Ltd. shares in Pathum Pathum Thani Water at Baht 340 per was a major Thani Water held share, resulting in the total share shareholder of Pathum by Capital Rice acquisition price of Baht 190,894,360. Thani Water with Co., Ltd. The purpose of the transaction was to 15.74% shareholding. avoid potential conflict of interest, as After 24 May 2007, CH. Karnchang, the Company's major Capital Rice Co., Ltd. shareholder was also a majority sold 11.02% of its shareholder of Pathum Thani Water, shares in Pathum Thani which engages in the same business Water to STC Capital as the Company. Holding Ltd. - As of 30April 2007, STC Capital Holding Ltd. is a major shareholder with 40% shareholding in Capital Rice Co., Ltd. Additionally, three directors of Capital Rice Co., Ltd., namely (1) Mr. Natee Sirawat, (2) Mr. Woraphong Pitchapong and (3) Mr. Wichien Wanitchakrawong are directors of STC Capital Holding Ltd. 3.5 Connected party transactions between the Company and STC Capital Holding Ltd. Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate Company's - 449,637,760 On 29 June 2007, the Company - Before 29 June 2007, acquisition of acquired 1,322,464 ordinary shares in STC Capital Holding Pathum Thani Pathum Thani Water previously held Ltd. was a major Water's ordinary by STC Capital Holding Ltd. at the shareholder of Pathum shares held by price of Baht 340 per share, resulting Thani Water with STC Capital in a total share acquisition price of 11.02% shareholding. Holding Ltd. Baht 449,637,760. This share After 29 June 2007, acquisition was to mitigate the STC Capital Holding conflict of interest that may arise Ltd. sold all its shares from the fact that CH. Karnchang, the in Pathum Thani Water Company's major shareholder, was to the Company. formerly a major shareholder of - As of 30 April 2007, Pathum Thani Water which runs the STC Capital Holding same business as the Company. Ltd. is a major shareholder with 40% shareholding in Capital Rice Co., Ltd. Additionally, three directors of Capital Rice Co., Ltd., namely (1) Mr. Natee Sirawat, (2) Mr. Woraphong Pitchapong and (3) Mr. Wichien Wanitchakrawong are directors of STC Capital Holding Ltd. Need for and reasonableness of connected party transactions The Meeting of Audit Committee No. 1/2008 was held on 11 February 2008 to consider the connected party transactions between the Company and individuals or legal entities with possible conflicts of interests. The Audit Committee gave the opinion that the transactions were reasonable and essential for the Company's business. Measures or procedures for approval of connected party transactions When the Company is to enter into a connected party transaction with a possible conflict of interest, the Audit Committee will first consider the reasonableness of that transaction, taking into account the rules and regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, and all applicable accounting standards prescribed by the Federation of Accounting Profession. The Audit Committee will then submit the matter to the Board of Directors and/or the Shareholders Meeting for further consideration and approval, as applicable. Any party to the transaction in question who has a vested interest will not take part in considering the reasonableness of the transaction or approving it. If the value of any connected party transaction is less than or equal to Baht 100,000 or the combined value of more than one transactions is less than or equal to Baht 1,000,000 per annum, the Managing Director or any sub-committee designated by the Managing Director has the authority to approve or reject that transaction. The Managing Director or his/her designated sub-committee must report each connected party transaction and the need for and reasonableness of the transaction to the Audit Committee. However, the Managing Director or his/her designated sub-committee must not have a vested interest in the transaction. Future policy on or trend in connected party transactions In the future, the Company may enter into a connected party transaction if required by its business. The good corporate governance policy and procedures covering the consistency of transactions are now all in place this is to ensure the Company's compliance with all applicable rules and regulations of the Stock Exchange of Thailand, the Office of the Securities and Exchange Commission and the Federation of Accounting Profession relating to connected party transactions. In the future, the Company may continue to enter into connected party transactions in the ordinary course of its business. In doing so, it will strictly comply with the principle of transparency and all other applicable rules and regulations prescribed by the regulators mentioned in the above paragraph. If any intended transaction is beyond the Audit Committee's knowledge and expertise, it may ask the Company to engage an independent specialist to give advice or may consult with the Company's auditor, as it deems appropriate. Contingencies and Commitments As at 31 March 2008, the Company and its subsidiaries had the contingencies and commitments as follows: Capital commitments The Company and its subsidiaries had capital commitments of Baht 117.4 million (the Company only: Baht 60.1 million) relating to construction work. Service commitments and other commitments a) The Company had commitments under a service agreement with a financial advisory company and other service agreements whereby the Company is required to pay service fees totaling Baht 4.3 million. Moreover, the Company had commitments to pay underwriting fees calculated at a certain percentage of securities sales. b) The Company has entered into an operation and maintenance agreement with Waterflow, whereby the subsidiary is to manage the production and supply of tap water and maintenance. Under the conditions of the Agreement, the Company is to pay service fees at a rate stipulated in the Agreement. c) A subsidiary had commitments totaling Baht 3.1 million under a rental service agreement with related companies and under other service agreements. d) The Company has commitments of not more than Baht 162 million in respect of an undertaking to provide cash support to Pathum Thani Water should that such company face a cash shortage, as stipulated in the Sponsor Support Agreement between the Company and a syndicate of lenders of that subsidiary. Risk Factors 1. Risks relating to agreements governing the Company's operations 1.1 Risks relating to termination of Water Purchase and Sale Agreement(s) Water Purchase and Sale Agreement No. 189/2543 between the Company and PWA and Water Purchase and Sale Agreement No. For Gor Mor 7/2549 between Pathum Thani Water and PWA may be interpreted as not complying with the procedure prescribed by the Act on Private Sector Participation in State Undertaking, B.E. 2535 (1992) (the Private Sector Participation Act). (a) Water Purchase and Sale Agreement No. 189/2543 between the Company and PWA In 1997, the Council of State gave an opinion that PWA's project, in which a private entity would be permitted to invest in the construction of the entire water production system and PWA would purchase the water from that private entity and then distribute it to the community, did not fall within the scope of application of the Private Sector Participation Act. The Council of State considered that, since the private entity producing and selling water to PWA was responsible for its own profit and loss results and PWA was neither involved in such results, nor has it transferred its rights under the law to the private entity but merely assisted the private entity in finding the source of raw water and the private entity then purchased raw water from the owner itself, the undertaking under consideration was a wholly private undertaking. Moreover, the use of the raw water source by the private entity for its tap water production did not require grant of concession or right to use natural resources or state property. The purchase of water produced by the private entity was an entry into a sale and purchase agreement in a normal business. Therefore, the Water Purchase and Sale Agreement in question was not proposed by PWA to the Cabinet for consideration and approval in accordance with the procedure under the Private Sector Participation Act. The Company cannot assure that the Cabinet will not instruct the Office of the Council of State to reconsider the legal issue concerning the compliance or otherwise of the Water Purchase and Sale Agreement with the procedure prescribed in the Private Sector Participation Act. If the matter is to be reconsidered, there can be no assurance that the opinion reached will be the same as that previously given. If there is a change of opinion, the validity of the Water Purchase and Sale Agreement might be affected, which could have a material adverse effect on the Company's business, revenue and financial condition due to the fact that PWA is the Company's sole customer. Therefore, if that situation arises and the Company wishes to continue selling water, the Company would have to find new customers and the conditions in the concession must be amended to make them correspond with the new water purchase and sale agreement. (b) Water Purchase and Sale Agreement No. For Gor Mor 7/2549 between Pathum Thani Water and PWA. The Company cannot assure that there will not be a cost overrun above the estimated project value of Baht 897-984 million after the construction under this Agreement is completed. The contract for the construction of the water distribution system is a turnkey contract under which the constructor is responsible for the increased costs of construction materials, except where the higher costs of construction are due to amendments to the design and scope of work. In this connection, if the project value becomes higher than Baht 1,000 million, the question may arise as to whether Pathum Thani Water's Water Purchase and Sale Agreement constitutes a contract which must comply with the procedure prescribed by the Private Sector Participation Act. In this regard, if the Agreement is considered to have been entered into in order to avoid the application of the Private Sector Participation Act, the Agreement may be revoked, which would materially affect the Company's (more)