THE APPOINTMENT OF INDEPENDENT DIRECTORS AND AUDIT COMMITTEE

No. EGCO 310/382 Date: August 31, 1998 Attn: The President of the Stock Exchange of Thailand Subject: The appointment of Independent Directors and Audit Committee The Board of directors of Electricity Generating Public Company Limited at a meeting # 11/1998 held on August 31, 1998 passed the resolutions as follows: 1. The appointment of 3 Independent Directors as follows: 1. Dr. Djakkrit Puranasamriddhi 2. Mr. Boonshai Jiwalai 3. Mr. Sirin Nimmanahaeminda We hereby confirm these members have the qualifications of Independent Director requiredby the Stock Exchange of Thailand. 2. The appointment of a company Audit Committee which the details are as follows: 1. The member of the committee include: Audit Committee Chairman Dr. Djakkrit Puranasamriddhi Audit Committee Member Mr. Boonshai Jiwalai Audit Committee Member Mr. Sirin Nimmanahaeminda Audit Committee Secretary Mrs. Jutatip Mahavera 2. A listed company's Audit Committee which represents the Board of Directors is responsible for the following duties stated on the charter and must report to the Board of Directors on: 2.1. Assessing the reliability and accuracy of the financial reports. 2.2. Assessing the adequacy and effectiveness of internal control systems. 2.3. Recommending the external audit firm for appointment by the Board. 2.4. Monitoring compliance with laws and regulations. 2.5. Ensuring that the company does not engage in any activities that may lead to a conflict of interest. 2.6. Other business matters assigned by the Board. 3. The period of service for Audit Committee Chairman and Member is 3 years. Their membership will be terminated once they are no longer on the Board of Directors. We hereby confirm these Audit Committee members have the qualifications required by the Stock Exchange of Thailand. Sincerely yours, Worawit Khamkanist Managing Director