DEBENTURE ISSUANCE AND REGCO'S REFINANCE

No. EGCO 310/628 Date: September 28, 1999 Attn: The President of the Stock Exchange of Thailand Subject:EGCOMPs debenture issuance and REGCOs refinance Referred to our letter dated August 31, 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 resolution to propose the Shareholders Meeting to approve Debenture Issuance. EGCOMP would like to clarify the additional detailed information of debentures as follows: Amortizing Debentures of Electricity Generating Public Company Limited No. 1/1999 due 2004 Issuer : Electricity Generating Public Company Limited Type of debentures : Amortizing senior unsecured debentures Principal amount : Up to Baht 5,000 million Interest and principal payment : The semi-annual payment of interest and principal (April 21 and October 21 of each year), the first principal payment will be paid on April 21, 2001 Maturity of debentures : 5 years since the offering date Par value : Baht 1,000 each Issued price : Baht 1,000 each Fixed interest rate : 8.00%-8.75% p.a. depending on Book-Building on October 12, 1999 Offering date : October 21, 1999 The offering : Private placement in accordance with the Notification of the Securities and Exchange Commission Joint-Lead Managers : Merrill Lynch Phatra Securities Company Limited Thai Farmers Bank Public Company Limited Registrar : Thailand Securities Depository Company Limited (TSD) Secondary market : The Thai Bond Dealing Center (TBDC) EGCOMP intends to use the proceeds mainly to invest in the projects of the Company. However, these projects are subject to final negotiation. The details of the projects are as follows: Project Name Project Type Estimated Investment Size (Baht million) 1.Amata City Rayong Power Generation, SPP 8 MW 20 - 25 2.Amata Phase II Power Generation, SPP 108 MW 200 - 300 3.Sommai Power Power Generation, SPP 10 MW 110 - 120 4.Yala Power Power Generation, SPP 22 MW 225 - 255 5.Bay Power Power Generation in Philippines, 65 MW 800 - 850 6.Alsons Power Power Generation in Philippines, 250 MW 1,500 - 1,900 7.East Asia Power Power Generation in Philippines, 250 MW 2,000 - 2,500 8.Lampang Water Project 185 - 310 Total 5,040 - 6,160 Nevertheless, this Debenture Issuance shall be approved by the Shareholders' Extraordinary Meeting No. 1/1999 which will be held on October 4, 1999. The summary, terms and conditions of this Debenture Issuance can be changed. EGCOMP will inform SET later if there are any significant changes or additional information. Rayong Electricity Generating Company Limited (REGCO), 99.99% owned subsidiary of EGCOMP, has refinanced Baht Loan (Tranche C) from Krung Thai Bank Public Company Limited (KTB), Thai Farmers Bank Public Company Limited (TFB) and Government Savings Bank (GSB) amount of Baht 3,550 million. Currently, loan outstanding as of September 30, 1999 is Baht 2,627 million with interest rate of MLR-0.5%. The rest life is 7 years 2 months. GSB transferred its loan to TFB in order that TFB swapped their loans amount of Baht 1,517 million from floating rate at MLR-0.5% to fixed rate at 8%. Such loans and swap agreement were transferred to "REGCO Loan Fund (1)". Therefore, there is no risk from interest rate of loan from TFB and GSB. The details of REGCO Loan Fund (1) are as follows: Nature : Amortized Closed-End Fund Type : Secured Corporate Loan Restructuring Fund under Mutual Fund for Resolving Financial Institution Problems Total size : Baht 1,517 million Total unit : 151.7 million units Par Value : Baht 10 each The offering : Private Placement Fund Inception Date : September 30,1999 Dividend rate : 8% p.a. Dividend payment date : June 7, December 7 Fund Manager : National Asset Management Co., Ltd Fund Supervisor : KTB Registrar and Selling Agent : TFB In addition, the Board of Directors at its meeting 9/1999 held on September 28, 1999 passed the following resolutions: 1. To appoint Mrs. Nongkran Chandhanayingyong, an Independent Director, as a member of Audit Committee 2. To approve EGCOMP credit line in order to be the Performance Security under the consortium between EGCO Engineering and Service Co., Ltd. (ESCO), 99.99% owned subsidiary of EGCOMP, and the Aquathai Co., Ltd. in the amount of Baht 18,705,742.70 in order to undertake the construction of EGCOMP Tara Co., Ltds water plant and pipelines in Rachaburi and Samutsongkram with the contract price of Baht 374,114,854. EGCOMP will grant financial assistance to Aquathai by giving the bank guarantee in the amount of Baht 9,696,747.70 in order that such joint venture will be successful. To mitigate such risk, EGCOMP will manage Aquathai to be deposited in the EGCOMP's saving account according to EGCOMP's conditions. The above mentioned transaction is the connected transaction in the case of the granting of financial assistance in the ordinary course of business, but which is not under normal commercial terms, the total value of consideration or a total value of the transaction as the preferential benefit received by the connected person over the full terms of the financial assistance which represents an amount exceeding the higher of either one million baht but lower than ten million baht in accordance with Notification of the Stock Exchange of Thailand Re: Rules and Procedures and Disclosure of Connected Transactions of Listed Companies. 3. To concur ESCO to incorporate Agro Fuel Trading Co., Ltd., held by ESCO 99.99%, which registered capital is Baht 2,000,000. Business objectives and boundary are as follows: 1. To manage the fuel supply from sources for EGCOMP and other power plants on the long-term contract basis with both the supply and the demand sides. 2. To manage the trading and logistic of the agricultural waste such as rice husk, para wood chips and others. 3. To manage the trading of power plant ashes from local and international sources. 4. To manage the utilization of excessive steam from the steam turbine such as paddy rice drying and rice oil distilling. Sincerely yours, Worawit Khamkanist Managing Director -3-