EN | TH
25 April 2000

SIGNING SHARE PURCHASE AGREEMENT WITH ALSONS CONSOLIDATED

No. EGCO 310/187 Date:April 24, 2000 Attn:The President of the Stock Exchange of Thailand Subject: Signing Share Purchase Agreement with Alsons Consolidated Resources, Inc. (ACR) Electricity Generating Public Company Limited (EGCOMP) would like to inform that on April 24, 2000, EGCOMP signed Share Purchase Agreement with Alsons Consolidated Resources, Inc. (ACR), a listed company in the Philippines which owns and operates energy business, property development business and construction material business in order that EGCO shall purchase 3.2 million shares or 40% stake in Conal Holdings Corporation (Conal) which is newly established for investment, development and acquisition of power business with the amount of USD 24 million from ACR through EGCO International (B.V.I.) Limited, 100% owned subsidiary of EGCOMP which was incorporated in the British Virgin Islands with an initial registered capital of USD 1,000. EGCOMP will remit the whole amount in one time payment upon shares in Conal transferred from ACR to EGCOMP, which is expected in August 2000. ACR has set up Conal by holding 100% with an initial registered capital of 1 million Pesos, divided into 10,000 shares at a par value of 100 Pesos per share and will later increase capital to 800 million Pesos in order to invest in, develop and acquire power business both inside and outside the Philippines. At the first stage, ACR will transfer its shares in the following companies to Conal: 1. 50.8% stake in Northern Mindanao Power Corporation (NMPC), with an authorized capital of 330 million Pesos, divided into 3.3 million shares at a par value of 100 Pesos. NMPC owns and operates 60.9 MW (plant 1) and 42 MW (plant 2) Bunker-C oil fired diesel power plants, located on the Island of Mindanao near Iligan City. It has 10-year and 12-year Build-Operate-Transfer (BOT) agreements with National Power Corporation (NPC) expired in July 2003 and December 2005 for plant 1 and plant 2 respectively. 2. 80% stake in Alsing Power Holdings (APH), Inc, with an authorized capital of 6 million Pesos, divided into 20,000 shares at a par value of 300 Pesos. It invests in the following companies: 2.1 55% stake in Western Mindanao Power Corporation (WMPC), with an authorized capital of 500 million Pesos, divided into 5 million shares at a par value of 100 Pesos. WMPC owns and operates a 100 MW Bunker-C oil fired diesel power plant, located on the Island of Mindanao near Zamboanga City. It has a 18-year Build-Operate-Own (BOO) agreement with NPC commencing in January 1998. 2.2 54.8% stake in Southern Philippines Power Corporation (SPPC), with an authorized capital of 300 million Pesos, divided into 3 million shares at a par value of 100 Pesos. WMPC owns and operates a 50 MW Bunker-C oil fired diesel power plant, located on the Island of Mindanao near General Santos City. It has a 18-year BOO agreement with NPC commencing in May 1998. 3. 60% stake in Alto Power Management Corporation (APMC), with an authorized capital of 5 million Pesos, divided into 5 million shares at a par value of 1 Pesos. It provides operation and maintenance services for power plants owned by NMPC, WMPC, SPPC including the 25 MW Bunker-C fired diesel power plant of Morning Star Cement Ltd. in Vietnam and the 60 MW power plant of P.T. Makassar Power in Indonesia. The above mentioned transactions are not the transactions of assets acquisition and the connected transactions in accordance with the Notifications of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information concerning the acquisition and disposition of Assets and Listed Companies and Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies. Sincerely yours, Machima Kunjara Na Ayudhya Deputy Managing Director-Finance Acting for Managing Director