SHARE REPURCHASE DISCLOSURE FORM (FORM TS-1.2)

Form TS-1.2 Share Repurchase Disclosure Form In the case where repurchasing the company's own shares is for financial management purposes. (Under Section 66/1 (2) of the Public Company Limited Act) Electricity Generating Public Company Limted December 17, 2001 We, Electricity Generating Public Company Limited, hereby notify the resolution of the Executive Committee, no. 17/2001, held on December 15, 2001, regarding the approval on the proposed share repurchase for financial management purposes. According to the resolution of the Board of Directors, no 6/2001, held on October 29, 2001, approved, in principle, the implementation of the Treasury Stock and authorized the Executive Committee to determine the details of the treasury stock plan. The details are as follows: 1. The share repurchase project 1.1 The maximum amount for the share repurchase is Baht 1,500 million. (One thousand and five hundred million Baht) 1.2 Number of shares repurchased not exceed 42.86 million shares (at par value Baht 10 per share) or equal to 8.16 % of the total of paid-up capital. 1.3 Procedure used for the repurchasing of shares ../.. on the Stock Exchange of Thailand ..... offer to general shareholders at the price of ... baht per share ( the price being the same) The repurchase period will be started from January 2, 2002 to July 1, 2002 Remarks: The company has to disclose the proposed share repurchase not later than 14 days prior to the date on which the shares will be repurchased 1. The implementation period shall not exceed 6 months when a share repurchase scheme is by way of purchasing from the SET. 2. The repurchase period shall not be less than 10 days and shall not exceed 20 days in the case where the offering is from the general shareholders. 1.4 The principle used to determine the repurchase price taking into account the average market price during the last 30 days prior to the date on which the company discloses the information of shares repurchase. The share repurchase price is determined by using a conservative approach. The methodology is as follows: Dividend Discount Method (Only from Existing Projects) This valuation approach only takes into consideration the return on equity in terms of dividend receipt throughout the projects' lives. Cost of Equity is the discount factor used to calculate the NPV. Herein, to arrive to the Company valuation we have taken into consideration the dividend received throughout the tenure of the PPA agreement for each respective Company (Subsidiaries & Affiliate Companies) in terms of percentage investment held. Hence, the average market price during the last 30 days, since November 1, 2001 until December 14, 2001 is 33.98 Baht. 2. The information of the company 2.1 The company's retained earning and excess liquidity is based on the Financial Statement as of September 30, 2001 - The company's retained earning is Baht 3,978.81 million. - The company's debts, which shall become due within the 6 months including its interest following from the date on which the shares will be repurchased, is equal to Baht 743 million - The basis for this ability to repay the above mentioned debts and the source of funds for the repayment The Company has a consistent profitability record, where the Company reported net profit in the amount of Baht 2,647.95 million and Baht 1,216.74 million in the year 1999 and 2000, respectively. The Company reported Retained Earnings, as of September 30, 2001 is Baht 3,978.81 million. As of September 30, 2001, the Company has total debt to equity ratio at 0.26 times, where its debts from the 5-year debenture amount to Baht 4,457.35 million. The tenure of the debenture is for 5 years and time to maturity is 3 years. The principal and interest are payable semi-annually in two installments in the month of April and October respectively. Since the date of share buyback (from January 2 to July 1, 2002), the Company is scheduled to service the debt liability for its Thai Baht Debenture, on the April 21 2002, amounting to Baht 743 million. As of September 30, 2001, the Company has Liquid Assets amounting to Baht 4,829.65 million, which consists of Cash amounting to 2,461.76 million. Hence, a share buyback will not have any negative impact on the financial stability of the Company 2.2 The number of minor shareholders (Free float) as in the share registration book finalized on September 11, 2001 equal to 278,802,900 shares or 53.02% of the company's paid up capital. In addition, the company encloses herewith the report of the company's share distribution. 3. Reasons for the proposed share repurchase The Executive Committee meeting, no 17/2001, held on December 15, 2001 has given their consent to the Company to buyback their shares to manage the excess cash of the Company. Since this would bring in better return on investment, as compared to other investment opportunities. The Company believes that the current market price of its stock is below the fundamental value of the Company. Therefore, through a share buyback the Company would be in a position to reflect the real fundamental value of the Company. This reflects the confidence of the management in the Company with regard to its ability to generate strong cash flows and maintain consistent future growth. Besides this, the benefit to the shareholders is evident in a higher E.P.S. and higher Book Value per share. The Executive Committee of the Company approve the share repurchase scheme, with an investment not exceeding Baht 1,500 million or which in term of shares repurchased does not exceed 42.86 million shares (that is not exceeding 8.16% of the total shares issued by the Company), which in either of the case does not exceed 10% of the total shares issued by the Company. 4. Likely impacts after the share repurchase. 4.1 Impact on the shareholders The Company has a dividend pay out policy of approximately 40% of net profit. Thus, post share repurchase the shareholders would receive a higher dividend payment, since the number of shares outstanding would reduce by the number of shares repurchased and as such shares repurchased do not qualify for dividend payment. Therefore, this will increase the return on equity. 4.2 Impact on the company The share repurchase will have impact on Cash and Book Value of the Company, where if the Company repurchases shares for Baht 1,500 million the liquid assets and book value will reduce by Baht 1,500 million. 5. The description of the resale of shares and of the shares written off. - Procedure for shares resold ../.. on the Stock Exchange of Thailand ../.. by Public Offering Remarks: The Company should resell the shares on the Stock Exchange of Thailand or by Public Offering, depends on the situation at that time of shares resold. - Period for the resale of share is from January 2, 2003 to July 1, 2005 (after 6 months from the completion date of share repurchase and not later than 3 years from this time) Remarks:The period for the resale of shares may be earlier than the above information in case of the repurchase period ended before July 1, 2002 - Principle used to determine the resale price. The Company has a policy to follow the regulations as per the Ministerial Regulations Re: Rules and Procedures for Share Repurchase, Disposition of Repurchased Shares and Shares Written Off in a Public Limited Company B.E. 2544, as follows: The Company will dispose all the repurchased shares under from this scheme by offering them on the main board of Stock Exchange of Thailand or through general offering under the regulations of Stock Exchange of Thailand. The disposal period may start after 6 months from the completion date of the share repurchase scheme and the Company will dispose all the repurchase shares within 3 years. The Company will dispose all the repurchased shares prior to issuance of new shares. The price for disposal of shares will be based on the return on investment and the need of cash for future investments In the event, the Company does not or is unable to dispose the repurchased shares within 3 years from the date of completion of the share repurchase the Company will reduce its capital by write off of the remaining unsold repurchased shares. 6. Shares repurchased in the past - None - The company certifies that the information contained in this report and attached documents are true and complete in all respects. (Mr. Sitthiporn Ratanopas) President & CEO Note : Listed companies must report any resolutions of the board of directors regarding proposed projects for share repurchase on the date of the above mentioned meeting or up until 9.00am on the following day of business via facsimile and the Exchange's ELCID.