THE JOINT INVESTMENT BETWEEN EGCOMP AND UBP

No. EGCO 410/002 Date: January 3, 2002 Attn: President of the Stock Exchange of Thailand Subject: The Joint investment between EGCOMP and UBP EGCOMP would like to inform the Stock Exchange of Thailand that Electricity Generating Public Company Limited (EGCOMP) and Unocal Bang Pakong, Ltd. (UBP) jointly invest in Amata EGCO Power Co., Ltd.(AEP) and Amata Power (Bang Pakong) Ltd.(APB) through EGCO Joint Ventures & Development Co., Ltd. (EGCO JD) as a joint venture company, which is equally owned by EGCOMP and UBP in the proportion of 50 % each. Before the joint investment, EGCOMP held 99.99% stake in EGCO JD, which EGCO JD held 29.7% stake or 49 MW Equity Capacity in AEP while UBP held 30% stake or 33.6 MW Equity Capacity in APB. After the joint investment, EGCOMP and UBP have the Equity Capacity of 41.3 MW through the investment in EGCO JD. On January 2, 2002, EGCO JD increased its registered capital from 80,000,000 shares, 99.99 % held by EGCOMP, to 116,843,386 shares, equally held by EGCOMP and UBP. The paid-in capital of 80,000,000 EGCO JD's registered shares with par value of Baht 10.00 before the joint investment is shown below: 1,000,000 shares with fully paid Baht 10,000,000.00 9,000,000 shares with paid in capital, 3.33 Baht/share Baht 29,970,000.00 70,000,000 shares with paid in capital, 5.825 Baht/share Baht 407,750,000.00 First, EGCO JD maintained only Investment in AEP and cash. Its cash balance as of November 27, 2001 was Baht 33,107,277.00 . To equalize the rights of EGCOMP and UBP on the cash and Investment in projects, the following transactions have been completed: I) UBP paid EGCOMP Baht 116,553,640.00 in exchange of 21,578,307 EGCO JD's shares. The details are as follows: Cash Balance 1. UBP paid Baht 16,553,640.00 to EGCOMP (half of EGCO JD's cash balance). Investment in projects 2. The value of the investment in 49 MW AEP project is Baht 449,000,000.00 whilst the value of the investment in 33.6 MW APB project is Baht 249,000,000.00. The difference of the capacity is 15.4 MW, which accounts for Baht 200,000,000.00. Therefore, UBP paid EGCOMP Baht 100,000,000.00 for 7.7 MW Equity Capacity. (The value of AEP and APB were evaluated by Nava Vickers Ballas Securities Co., Ltd.) II) The par value of the above increased EGCO JD's share is Baht 10.00 and the paid-in amount is Baht 5.825 per share. They were issued to the existing shareholders but EGCOMP waived the rights to buy those shares and UBP bought all the increase shares in amount of 36,843,386 shares for Baht 6.7583364894855 per share or Baht 249,000,000.00 in total and it paid in form of 30% stake or 1,680,000 shares in APB. Therefore, EGCOMP and UBP currently hold 58,421,693 shares each in EGCO JD or account for 50% of the total registered capital of 116,843,386 shares. The paid-in capital is shown below: 1,000,000 shares with fully paid Baht 10,000,000.00 9,000,000 shares with paid in capital, 3.33 Baht/share Baht 29,970,000.00 106,843,386 shares with paid in capital, 5.825 Baht/share Baht 622,362,723.45 The Joint investment between EGCOMP and UBP in AEP and APB is to increase performance in sharing assets, operation and maintenance personnel, and services to both power and steam customers as well as to enhance investment potential in future projects especially in natural gas fired projects. Yours sincerely, Machima Kunjara Na Ayudhya Senior Executive Vice President Acting for President