The resolutions of Shareholders' AGM No.1/2004

No. EGCO 110/238 Date : April 27, 2004 Attn : President of the Stock Exchange of Thailand Subject: The resolutions of Shareholders' Annual General Meeting No.1/2004 Electricity Generating Public Company Limited (EGCOMP) would like to inform the Stock Exchange of Thailand (SET) that the Shareholders' Annual General Meeting No. 1/2004 held on April 26, 2004 passed the following resolutions: 1. Approved the Minutes of the Shareholders' Extraordinary General Meeting No.1/2004 held on February 23, 2004. 2. Approved the Board of Directors' Annual Report for the year 2003 and acknowledged the previous payment of interim dividend for the first half-year operation of the year 2003 at Baht 1.25 per share on September 19, 2003. 3. Approved the Balance Sheet and Profit and Loss Statement as at December 31, 2003. 4. Approved the appropriation of net profit for the year 2003 for the dividend payment for the second half-year operation of the year 2003 at Baht 1.50 per share on May 12, 2004, amounting to Baht 787,746,300. 5. Approved the auditors being Mr. Prasarn Chuaphanich CPA#3051, Mr. Suchart Luengsuraswat CPA#2807 and Mr. Prasit Yuengsrikul CPA#4174 of Pricewaterhouse Coopers ABAS, Ltd. with the remuneration of not exceeding Baht 1,706,742 and authorized the Board of Directors to approve the identification of one other certified public accountant with PricewaterhouseCoopers ABAS, Ltd in case of absence of the three auditors as stated above as well as to approve the quarterly review fee of new subsidiary, associated and joint venture companies. 6. Approved the amendment to article 36 (3) of the company's Articles of Association regarding the connected transactions to be entered into by the Company or the subsidiary company, or the acquisition or disposal of assets of the Company or the subsidiary company in accordance with the Notification of SET. 7. Appointed the directors to replace those who retired by rotation and determined the directors' remuneration as follows : 7.1 Re-elected Mr.Worawit Khamkanist, Mr.Sitthiporn Ratanopas, Mr.Narong Sitasuwan, Mr.James Richade Truscott and Mr.Chalermchai Ratnarak as EGCOMP's Directors for another term. 7.2 Approved the Board of Directors' remuneration as follows: - Baht 30,000 monthly retainer fee and Baht 10,000 meeting allowance. The Chairman of the Board shall receive 25% additional remuneration both in retainer fee and meeting allowance. Any absent directors shall not receive the meeting allowance. - Bonus amount at 0.5% of the consolidated net profit after tax but not exceeding Baht 12 million which will be appropriated at the Board's discretion. - Remuneration of the Board Committees namely the Audit Committee, the Nominating and Remuneration Committee and the Executive Committee as determined by the Board of Directors to correspond with the duties and liabilities of each committee. The Minutes of Shareholders' Annual General Meeting No. 1/2004, which will be submitted for approval at the next shareholders' meeting, will be reported to the SET by May 10,2004. Yours sincerely, Chalermchai Ratnarak President Corporate Secretary Division Tel. 0 2998 5020 - 27