GUNKUL 58/038 19th March 2015 Subject: To appoint the Independent Financial Advisor for providing an Opinion regarding to the Construction Investment in Wind Farm Power Plant of Wind Energy Development Co., Ltd. (Revised 1) Attention: President and Managing Director The Stock Exchange of Thailand The Board of Directors’ Meeting of Gunkul Engineering Public Company Limited (the “Company”) No.4/2015 which was held on 7th March 2015 and No. 5/2015 which was held on 19th March 2015 has passed the resolution to approve on the following subject matters: 1. Approve for Wind Energy Development Co., Ltd. (“WED” subsidiary company) to do the following transaction: - To sign the Contract for Design, Engineering, Procurement, Construction, Commissioning, Transportation and Testing of Wind Turbine with PowerChina Zhongnan Engineering Corporation Limited and PowerChina Zhongnan Engineering Corporation Limited (Thailand Branch) in the value of THB 3,684,000,000. - To sign the Service & Availability Agreement with PowerChina Zhongnan Engineering Corporation Limited (Thailand Branch) and Gamesa EOLICA S.L.U. in the value of THB 45,000,000 per year. - To sign the Credit Facilities Agreement for supporting the WED’s wind farm project with the Siam Commercial Bank Public Co., Ltd. in the total amount of THB 3,725,000,000. 2. Approve to propose to the Shareholders’ Meeting for consideration and ratification on the overall of project investment in the approximate amount of THB 6,145,721,100 of WED which is GUNKUL’s subsidiary (“Acquisition”) by WED hold the Power Purchase Agreement (PPA) of wind farm power plant signed with the Electricity Generating Authority of Thailand (“EGAT”) in capacity of 50 MW and with the Provincial Electricity Authority in capacity of 8+2 MW by receiving THB 3.50 / unit as adder for 10 years, in order that the Acquisition be in compliance with the relevant regulations of the Capital Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand, such as the Capital Market Supervisory Board No. Tor.Chor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and 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 Asset, B.E. 2547(2004) (“Notification of the Acquisition and Disposition”). 3. Approve to propose to the Shareholders’ Meeting for consideration and ratification on the related party transaction between Win Energy Development Co., Ltd. and Future Electrical Control Co., Ltd. in the scope of work in as a producer, equipment supply and construction of transmission lines system 115 kV for Wayu Wind Farm Project in the value contract of THB 147,065,178 (“Related Party Transaction”), in order that the Related Party Transaction be in compliance with the relevant regulations of the Capital Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand, such as the Capital Market Supervisory Board No. Tor.Chor. Page 1 / 2 21/2551 Re: Rules on Entering into Material Transactions Deemed as Related Party Transaction (“Notification of the Related Party Transaction”).of project investment in the approximate amount of THB 6,145,721,100 of WED which is GUNKUL’s subsidiary (“Acquisition”) 4. Approve to appoint Asset Pro Management Co., Ltd. to act as the independent financial advisor to provide an opinion regarding the Acquisition of Investment in wind farm power plant of Wind Energy Development Co., Ltd., in accordance with the Notification of the Acquisition and Disposition and provide an opinion regarding the related party transaction between Win Energy Development Co., Ltd. and Future Electrical Control Co., Ltd. in the scope of work in as a producer, equipment supply and construction of transmission lines system 115 kV for Wayu Wind Farm Project. In this regard, the Company will provide to the shareholders the report of the independent financial advisor concerning such transaction of the Acquisition along with the notice of the shareholders’ meeting. The Company will then inform the details of the shareholders’ meeting and other relevant information i.e. date, time, venue of the meeting and the date to determine the names of shareholders to attend the shareholders’ meeting (Record Date) to the Stock Exchange of Thailand and investors . Please be informed accordingly. Sincerely yours, Ms. Sopacha Dhumrongpiyawut Chief Executive Officer Chantra Jongjamareeseethong OMD & Investor Relations Dept. Tel. 0‐2242‐5867 E‐mail: [email protected] Page 2 / 2
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