TTW PCL : Notification of resolutions of the Board of Directors Meeting in execution of connected transactions

Ref. No. TTW/755/16

November 22, 2016

Subject: Notification of resolutions of the Board of Directors Meeting in execution of connected transactions.

Attention: President

The Stock Exchange of Thailand

Attachment: Information Memorandum on Connected Transaction

The Board of Directors meeting No. 4/2016 of TTW Public Company Limited (" TTW" ) held on November 22, 2016. Viriyathavorn Building, Rachavadee Room, 23rd Floor, 587 Sutthisarnvinijchai Road, Din Daeng, Bangkok, passed resolutions as follow:

Since CH. Karnchang, and TTW are connected persons of the Company, the aforementioned transaction is considered a connected transaction in accordance with the Notification of the Capital Market Supervisory Board No. TorChor 21/2551 Re: Rules on Connected Transactions, in conjunction with the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (collectively called as the "Notification on Connected Transactions"). The volume of transactions 2.78 percent of the Company's net tangible asset (NTA). As the transaction volume is more than 0.03 percent, but less than 3 percent of NTA, it is considered a medium-size connected transaction. The Company is thus required to seek approval of the Board of Directors in the execution of the transactions and disclosure of the Information Memorandum of the execution of the transactions to the Stock Exchange of Thailand ("Stock Exchange").The Board of Directors'

Meeting has resolved to grant approval for the Company to execute such connected transactions.

In this regard, there were interested directors and/or connected persons of this transaction, namely

1. Mr. Plew trivisvavet is Deputy Chairman of the Board of Directors of the Company; and concurrently

   is Chairman of the Executive Board of CH. Karnchang.

2. Mr. Phongsarit Tantisuvanitchkul is Chairman of the Executive Committee of the

Company; and concurrently

is Executive Vice President: Operation Group of CH. Karnchang

The Board of Directors' Meeting (except the interested directors who neither attended the Meeting nor voted on this item of the Meeting) is of the opinion that the execution of this connected transaction is justifiable and for the optimum benefits to the Company as the construction price is reasonable and lower than that appraised by the independent consulting engineer.

Please be informed accordingly

Very truly yours,

(Chaiwat Utaiwan) Managing Director

Corporate Affairs

Telephone: 0-2019-9484 - 9 ext.1106

Facsimile: 0-2420-6064

Information Memorandum on Connected Transaction of TTW Public Company Limited

on November 22, 2016

The Board of Directors' Meeting No. 4/2016 of TTW Public Company Limited (the "Company"), held on Tuesday, November 22, 2016, has resolved to grant approval for the Company to execute a contract engaging CH. Karnchang Public Company Limited ("CH. Karnchang") for Modification Works of Booster Pump Stations to be Water Distribution Stations and Construction Works as the Permission Conditions, which is a connected transaction, with the value under this engagement contract of Baht 302.89 Million (exclusive of value added tax), for a total period of six months.

The execution of the aforesaid transaction is considered a connected transaction in the category of assets or services in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551, Re: Criteria for Execution of Connected Transactions, and the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 (2003) (collectively called the "Notifications on Connected Transactions"). The transaction volume represents 2.78 percent of the Company's net tangible asset (NTA). As the transaction volume is more than 0.03 percent, but less than 3 percent of NTA, it is considered a medium-size connected transaction. The Company is thus required to seek approval of the Board of Directors in the execution of the transaction and disclosure of the Information Memorandum on the execution of the transaction to the Stock Exchange of Thailand (the "Stock Exchange"). In this regard, the Board of Directors' Meeting has resolved to grant approval for the Company to execute such connected transaction, with the details as follows:

1. Transaction Date

   After approval by the Company's Board of Directors' Meeting No. 4/2016, held on Tuesday, November 22, 2016.

2. Related Parties

   Employer: TTW Public Company Limited Contractor: CH. Karnchang Public Company Limited

   The execution of the transaction between the Company and CH. Karnchang, as its major shareholder, is deemed to be execution of connected transaction under the Notifications on Connected Transactions.

3. General Characteristics of the Transaction

The Company, as producer and distributor of tap water to the Provincial Waterworks Authority in the areas of Nakhon Pathom and Samut Sakhon Provinces, will engage CH. Karnchang to carry out the Modification Works of Booster Pump Stations to be Water Distribution Stations and Construction Works as the Permission Conditions. In this case, the Company will execute an Engineering Procurement and Construction (EPC) Contract with CH. Karnchang for design, supply, including construction, due to CH. Karnchang's expertise in large-sized pipe installation and systematic work for tap water production plant, together with its financial standing, with the value of consideration for this engagement of CH. Karnchang in the amount of Baht 302.89 Million (exclusive of value added tax).