EN | TH
31 August 1999

DEBENTURE ISSUANCE AND SHAREHOLDERS' EXTRAORDINARY MEETING

No. EGCO 310/566 Date: August 31, 1999 Attn: The President of the Stock Exchange of Thailand Subject: Debenture Issuance and Set date for the Shareholders' Extraordinary Meeting No.1/1999 The Board of Directors of Electricity Generating Public Company Limited (EGCOMP) at its meeting No. 8/1999 held on August 30, 1999 passed the resolutions as follows: 1. To propose the Shareholders' meeting to approve debenture issuance in Baht, and/or other foreign currencies with the worth of not exceeding Baht 5,000 millions and offer to sell in one whole lot or in many placements to the general public and/or local and foreign institutional investors, with the maturity period not exceeding 5 years. The conditions and details of the debentures such as the offered amount, par amount, offering price, interest rate, offering plan and timetable, and etc., can be determined depending on the discretion of Executive Board. The consortium of Financial Advisors comprising Credit Suisse First Boston (Singapore) Ltd., Merrill Lynch (Singapore) Pte., Thai Farmers Bank Public Company Ltd., Thai Farmers Asset Management Company Ltd. and Merrill Lynch Phatra Securities Company Ltd. have proposed investment plan study for the near future involved with SPP in Thailand, Water Projects and Power Plants in the Philippines, as previously reported in the Annual Registration Statement (Form 56-1). The expected capital investment is approximately Baht 6,000 million. According to the current market situation of high liquidity and low interest rate, which is suitable for the issuance and investment in the private bond market, especially for companies with sound credit, the recommended fund raising plan is to issue debenture which fits to the financial structure of the company, since the company expected a stable dividend payment cash flow from its two subsidiaries, namely, Rayong Electricity Generating Co.,Ltd.and Khanom Electricity Generating Co., Ltd. which will be utilized to pay not only the principal and interest of the debenture but also the dividend to the shareholders. Therefore, EGCOMP strongly believes that the investment and financing plan will poise the sustainable growth and add value to shareholders. 2. To appoint Merrill Lynch Phatra Securities Co.,Ltd. and Thai Farmers Bank Plc. as Joint-Lead Managers. 3. The Shareholders' Extraordinary Meeting No. 1/1999 will be held on October 4, 1999 at 11:00 a.m. at the Sai Sampan Room, 9th Floor, EGCO Tower, 222 Moo 5, Vibhavadi Rangsit Road, Tungsonghong, Laksi, Bangkok. 4. The agenda for the Shareholders' Extraordinary Meeting No. 1/1999 will be as follows: 4.1 To consider and approve the minutes of Shareholders' Annual General Meeting No. 1/1999 held on April 29, 1999. 4.2 To consider and approve the debenture issuance. 4.3 To consider other matters (if any). 5. The date for closing the company share register for the right to attend the meeting will be on September 14, 1999 at 12:00 a.m. until the adjournment of the meeting. Sincerely yours, Worawit Khamkanist Managing Director