) Information Memorandum : TTW

Berli Jucker Pcl. 7.5%) Mahasiri Siam Co., Ltd. 5.98%) Berli Jucker Pcl. Berli Jucker Pcl. Berli Jucker Pcl. - - 7.50% 7.50% 7.50% (transferred to CH. Karnchang Group 7.5% at Baht 73.50 per share) Capital Rice Trading Capital Rice Trading Capital Rice Trading Capital Rice Trading Capital Rice Trading Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. 9.80% 9.80% 14.41% 14.41% 14.41% (transferred from Mahasiri Siam Co., Ltd. 4.6%) CH. Karnchang Holding CH. Karnchang Holding CH. Karnchang Holding CH. Karnchang Holding Co., CH. Karnchang Holding Co., Co., Ltd. Co., Ltd. Co., Ltd. Ltd. Ltd. 2% 2% 2% 2% 2% TMB Bank Pcl. TMB Bank Pcl. TMB Bank Pcl. TMB Bank Pcl. TMB Bank Pcl. 4% 4% 4% 4% 4% Krung Thai Bank Pcl. Krung Thai Bank Pcl. Krung Thai Bank Pcl. Krung Thai Bank Pcl. Krung Thai Bank Pcl. 4% 4% 4% 4% 4% - - - - - - - - - - Remark: The share sale and purchase prices mentioned above are the prices which CH. Karnchang disclosed in its circular to the SET. 25 January 2007* 11 June 2007* 24 April 2007 29 June 2007 18 December 2007 (Capital Increase) (Capital Reduction) PWA PWA PWA PWA PWA 2% 2% 2% 2% 2% Mahasiri Siam Co., Ltd. Mahasiri Siam Co., Ltd. Mahasiri Siam Co., Ltd. - - 30.52% 30.52% 30.52% (transferred to the Company 30.52% at Baht 340 per share) CH. Karnchang CH. Karnchang CH. Karnchang CH. Karnchang - 46.39% 46.39% 46.39% 4.17% (transferred to (Baht 100 per share) (transferred to the Company the Company 4.17% at Baht 340 per share) 42.22% at Baht 340 per share) - - - - - Capital Rice Trading Capital Rice Trading Capital Rice Trading Capital Rice Trading - Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. (transferred to 15.70% 4.68% 4.68% 4.68% the Company (transferred to 4.68% at Baht 340 STC Capital Holding per share) Co., Ltd. 11.02% ) CH. Karnchang Holding CH. Karnchang Holding CH. Karnchang Holding - - Co., Ltd. Co., Ltd. Co., Ltd. (transferred to 2.18% 2.18% 2.18% the Company 2.18% at Baht 340 per share) TMB Bank Pcl. TMB Bank Pcl. TMB Bank Pcl. - - 1.60% 1.60% 1.60% (transferred to the Company 1.6% at Baht 340 per share) Krung Thai Bank Pcl. Krung Thai Bank Pcl. Krung Thai Bank Pcl. - - 1.60% 1.60% 1.60% (transferred to the Company 1.6% at Baht 340 per share) - STC Capital Holding STC Capital Holding - - Co., Ltd. Co., Ltd. (transferred to 11.02% 11.02% the Company (transferred from Capital 11.02% Rice Co., Ltd. 11.02%) at Baht 340 per share) The Company 89.15% The Company 97.99% (transferred from (transferred from Mahasiri Siam Co., Ltd. 30.52% Mahasiri Siam Co., Ltd. CH. Karnchang 42.22% 30.52% CH. Karnchang Holding 2.18% CH. Karnchang 46.39% TMB Bank Pcl. 1.60% CH. Karnchang Holding 2.18% Krung Thai Bank Pcl. 1.60% TMB Bank Pcl. 1.60% STC Capital Holding Krung Thai Bank Pcl. 1.60% Co., Ltd. 11.02% ) STC Capital Holding Co., Ltd. 11.02% Capital Rice Trading Co., Ltd. 4.68%) Remark: The share sale and purchase prices mentioned above are the prices which CH. Karnchang disclosed in its circular to the SET. Waterflow 7 December 8 December 27 February 9 June 2004 2 August 2005 30 August 2005 2005 2005 2006 CH. Karnchang CH. Karnchang Mahasiri Siam - - - Holding Holding Co., Ltd. 49.99% 49.99% 49.99% (transferred from CH. Karnchang Holding) Thames Water CK. Office Tower CK. Office Tower CK. Office Tower AAA The Company International Co., Ltd. Co., Ltd. Co., Ltd. 99.98% 99.98% (Thailand) Ltd. 49.99% 49.99% 99.98% (transferred from (transferred from 49.99% (transferred from (transferred from CK Office Tower AAA at no more Thames Water Mahasiri Siam Co., Co., Ltd.) than Baht 7,000 International Ltd. 49.99%) per share) (Thailand) Ltd.) Remark: The prices of the share sale and purchase mentioned above are the prices which CH. Karnchang disclosed in its circular to the SET. BJT 13 December 26 January 26 June 2003 2 August 2005 26 August 2005 12 July 2006 2006 2007 Thames Water Mahasiri Siam Mahasiri Siam Rayong Real Rayong Real Pathum Thani International Co., Ltd. Co., Ltd. Estate Co., Ltd. Estate Co., Ltd. Water (Thailand) Ltd. 99.99% 90.09% 90.09% 90.09% 99.99% 99.99% (transferred from (transferred to (transferred from (transferred from Thames Water Capital Rice Co., Mahasiri Siam Co., Rayong Real International Ltd. 9.90%) Ltd.) Estate Co., Ltd. (Thailand) Ltd.) 90.09% and Capital Cereals Co., Ltd. 9.90% at Baht 600 per share) Capital Rice Capital Rice Capital Cereals Co., Ltd. Co., Ltd. Co., Ltd. 9.90% 9.90% 9.90% (transferred from (transferred from Mahasiri Siam Capital Rice Co., Ltd.) Co., Ltd.) Remark: the share sale and purchase prices mentioned above are the prices which CH. Karnchang disclosed in its circular to the SET. Capital increase (reduction) during the last 3 years Amount After the capital Unit: Baht increased increase Date (reduced) (reduction) Note/Purpose 1 February 2006 250,000,000 3,250,000,000 To finance the acquisition of shares in Waterflow. 26 September 2006 740,000,000 3,990,000,000 To offer (i) 40 million shares to the Company's directors, executives, employees and Waterflow's employees and (ii) 700 million shares to the public. Accounting Period 1 January - 31 December Auditor Mr. Supachai Phanyawattano, CPA no. 3930 of Ernst & Young Office Limited Registrar Thailand Securities Depository Co., Ltd. Financial Advisor Kasikorn Securities Public Company Limited Dividend Policy To determine the dividend payment policy, the Company takes into account its financial needs in the next five years and the maintenance of the appropriate level of the debt-equity ratio in order to mitigate the financial risks that the Company may suffer. If the Company considers that it is able to pay dividends, it will, in the first instance, consider making dividend payments to the shareholders at the highest rate that its cash and cash flow permit. However, such rate must not be less than 50% of its net profit after corporate income tax, statutory reserve and other reserves required by the terms of the relevant agreements. The Addendum of Amendment to the Concession dated 20 March 2008 provides that the Company may pay dividends only after 10% of its net profit has been appropriated as reserve, although its statutory reserve has already been maintained at the required level, i.e. 10% of its registered capital. The Company's subsidiaries have not expressly determined their dividend policies. Each subsidiary's board may consider and propose the dividend policy from time to time to the general meeting of shareholders for approval. Under Pathum Thani Water's Concession, Pathum Thani Water may declare the dividend payments at the minimum rate of 10% of its paid-up capital. It is expected that Pathum Thani Water will be able to pay dividends from 2008 onwards. To enable Pathum Thani Water to pay dividends under the same condition as that stated in the Company's Concession, Pathum Thani Water will apply to the Concession Grantor to amend the condition on dividend payment in the Concession. B.O.I. Certificates : The Company The Company receives certain rights and benefits under the Investment Promotion Act B.E. 2520 (1977) from the Board of Investment (BOI) under Certificate of Investment Promotion No. 1382(2)/2545, type 7.1: Public utilities and basic services. The rights and benefits are as follows: 1. Exemption from import duty on machinery as approved by the BOI. 2. Exemption from corporate income tax for the net profit of the promoted business, which is not more than 100% of the investment capital, excluding price of land and working capital, for a period of eight years from the day the business starts generating income (from 21 July 2004 to 20 July 2012). Where the business makes a loss during such period, the operator is permitted to deduct the annual loss that occurs during such period from the net profit that occurs after the exemption period, which must not exceed five years from the expiration of that exemption period. For this purpose, the operator may choose to deduct from the net profit of any year or of many years combined. 3. Exemption from income tax in respect of dividends received from the promoted business, which is exempt from the corporate income tax, throughout the duration of the corporate income tax exemption. 4. Permission to import or remit foreign currencies into or out of the Kingdom. Pathum Thani Water Pathum Thani Water receives certain rights and benefits under the Investment Promotion Act B.E. 2520 (1977) from the Board of Investment (BOI) under Certificate of Investment Promotion No. 1739/2539, type 7.2: Waterworks or supply of water for industrial purposes. The rights and benefits are as follows: 1. Fifty percent import duty reduction on machinery not included in the tariff reduction notification of the Ministry of Finance, Sor.Gor. 13/2533, except machinery which is subject to import duty of less than 10%. 2. Exemption from corporate income tax for the net profit of the promoted business for eight years. from 15 October 1998 to 14 October 2006. Where the business makes a loss during such period, the operator is permitted to deduct the annual loss that occurs during such period from the net profit that occurs after the exemption period, which must not exceed five years from the expiration of that exemption period. For this purpose, the operator may choose to deduct from the net profit of any year or of many years combined. 3. Exemption from income tax in respect of dividends received from the promoted business, which is exempt from the corporate income tax, throughout the duration of the corporate income tax exemption. 4. Permission to import or remit foreign currencies into or out of the Kingdom. No. of Shareholders As at 20 May 2008 No. of Shareholders No. of shares % of paid-up capital 1. Strategic shareholders 1.1 Director, manager, and executive, 14 27,260,400 0.68% including their affiliates 1.2 Shareholder holding more than 5% of 3 2,808,027,400 70.38% the total shares, including their affiliates 1.3 Controlling person - - - 2. Minority shareholders with at least one 6,164 1,154,712,100 28.94% board lot 3. Minority shareholders with less than one 5 100 0.00% board lot Total shareholders 6,186 3,990,000,000 100.00% Major Shareholders As at 20 May 2008 After IPO Before IPO Name No. of shares % of paid-up No. of shares % of paid-up capital capital 1. CH. Karnchang Public Company 1,406,777,400 35.26 1,549,839,400 47.11 Limited 2. Mitsui Water Holdings (Thailand) 1,032,500,000 25.88 1,137,500,000 34.57 Limited(1) 3. Bangkok Expressway Public 368,750,000 9.24 406,250,000 12.35 Company Limited 4. BNP PARIBAS SECURITIES 162,344,500 4.07 - - (SINGAPORE) PTE LTD (BNPPSS) 5. Bangkok Bank Public Company 73,895,000 1.85 81,410,000 2.47 Limited 6. TMB Bank Public Company Limited 68,077,000 1.71 75,000,000 2.28 7.MORGAN STANLEY AND CO 61,078,000 1.53 - - INTERNATIONAL PLC 8. AMERICAN INTERNATIONAL 50,000,000 1.25 - - ASSURANCE COMPANY LIMITED 9. CITIGROUP GLOBAL MARKETS 28,760,000 0.72 - - LIMITED-LPB CUSTOMER COLLATERAL ACCOUNT 10. SCB Securities CO., LTD. 25,244,000 0.63 - - Remarks: (1) On 8 March 2007, the major shareholder with a 100% stake in Mitsui Water Holdings (Thailand) Ltd. was Mitsui & Co., Ltd., a company incorporated in Japan. Foreign Shareholders As at 20 May 2008 No. of foreign shareholders 93 persons Total no. of shares held 386,893,500 shares or 9.70% of paid-up capital (Note: The Company's foreign shareholding limit is stated in Article 9 of its Articles of Association. That clause states that "Any shares in the Company are transferable without restriction, except such share (more)