THE RESOLUTIONS OF SHAREHOLDERS' ANNUAL MEETING NO. 1/2000

No. EGCO 310/210 Date : April 28, 2000 Attn : The President of the Stock Exchange of Thailand Subject : The resolutions of Shareholders' Annual General Meeting No. 1/2000 Electricity Generating Public Company Limited (EGCOMP) would like to report on the resolutions of the Shareholders' Annual General Meeting No. 1/2000 held on April 28, 2000. The meeting unanimously passed the following resolutions: 1. To adopt the minutes of Shareholders' Extraordinary Meeting No. 1/1999 held on October 4, 1999. 2. To approve the Board of Directors' annual report on the Company's operations during the previous year and the activities to be pursued in the future. 3. To approve the audited Balance Sheet and Profit and Loss Statement as at December 31, 1999. 4. To approve the allocation of annual net profit amounting to Baht 2,647,954,570 for legal reserve amounting to Baht 132,397,729 and to pay the dividend for the operation from January 1, 1999 to December 31, 1999 at Baht 2 per share on May 26, 2000. 5. To approve the fifth year allocation of equity warrants amount of 151,100 units, under the five year program already approved by the Shareholders' Extraordinary Meeting No. 1/1995 held on August 22, 1995, to the directors of the Company and its subsidiary companies who are presently the employees of the Company and its subsidiary companies as follows: Name Number of Warrants to be allocated (Units) 1. Mr. Siwanan Na Nakorn 22,100 2. Mr. Machima Kunjara Na Ayudhya 21,300 3. Mr. Prasart Payackapan 16,400 4. Mr. Anan Gee-Em 16,400 5. Mr. Somyos Polachan 11,400 6. Mr. Pinijyos Sa-audaium 12,500 7. Mrs.Daranee Sriwattana 13,900 8. Mr. Watcharapong Palawong Na Ayudhya 11,400 9. Mr. Rusda Pongpaew 11,400 10. Mr. Arthaporn Vatanasuti 14,300 6. To appoint the following persons as the auditors for year 2000: 1. Ms. Nangnoi Chareonthaveesub CPA #3044 2. Mr. Prasarn Chuaphanich CPA #3051 3. Mr. Vichien Khingmontri CPA #3977 of PricewaterhouseCoopers ABAS, Ltd. with the remuneration of not exceeding Baht 384,200 per annum. 7. To elect EGCOMP's Directors and determine the remuneration for year 2000 as follows: 7.1 The Directors whose tenure has ended are as follows: Dr. Djakkrit Puranasamriddhi, Mr. Boonshai Jiwalai, Mr. Chaiwat Wongwattanasan, Mr. Kenneth Warren Oberg 7.2 The Managing Director who retired from director by the mandate retired age as prescribed by the Company's Articles of Association is Mr. Worawit Khamkanist. 7.3 To reelect Mr. Chaiwat Wongwattanasan, Mr. Kenneth Warren Oberg as EGCOMP's Directors and Mr. Boonshai Jiwalai, Mr. Worawit Khamkanist as EGCOMP's Independent Directors. The Company certified that such persons have all the qualifications of Independent Directors prescribed by the Stock Exchange of Thailand. 7.4 To elect Mr. Viravat Chlayon as a new EGCOMP's Director. The Board of Directors' remuneration was approved as shareholders proposed. The Board of Directors' Meeting No. 5/2543 held on April 28, 2000 elected Mr. Viravat Chlayon as the Chairman of Board of Directors and Mr. Sitthiporn Ratanopas as the Managing Director and appointed Mr. Sirin Nimmanahaeminda as the Chairman of Audit Committee in place of Dr. Djakkrit Puranasamriddhi, who retired from EGCOMP's Director by rotation. In addition, on April 27, 2000 EGCO Green Energy Company Limited, 74% owned subsidiary of EGCOMP, was set up with an initial registered capital of Baht 100,000, divided in 10,000 shares with a par value of Baht 10. Sincerely yours, Machima Kunjara Na Ayudhya Deputy Managing Director-Finance Acting for Managing Director