inutes of Shareholders' Annual General Meeting No.1/2004

the Board of Directors to consider and approve the alternate certified public auditors of PricewaterhouseCoopers ABAS Limited and to approve the additional quarterly review fees of any subsidiaries, associate or joint venture companies, to be incorporated for business expansion, as proposed by the Chairman. (The voting shares in favor and against were 329,023,471 and 1,025,500 with 349,948 shares in abstention.) Agenda 6 To Consider and Approve the Amendment to Article 36 (3) of the Company's Articles of Association The Chairman informed the Meeting that the Board of Directors proposed the amendment to article 36 of the articles of association to ensure clarity that the connected transaction would require the approval from the shareholders. This aimed at complying with the notification of the Stock Exchange of Thailand (SET) which requested the listed companies to embrace this item in the articles of associations by the 2004 shareholders' meeting. RESOLUTION : Having considered the matter, the Meeting approved the amendment to article 36(3) of Company's articles of association as proposed by the Chairman with the number of the vote in favor exceeding four-fifth of the total shares attending the Meeting and having the rights to vote. (The voting shares were 330,308,019 in favor and none against with 90,900 shares in abstention.) The amended clause would read as follows. Article 36 (3) A resolution shall be adopted by a vote of not less than three-fourths of the total votes of the Shareholders present and entitled to vote in the case where the current Notification of the Stock Exchange of Thailand requires an affirmative vote of not less than three-fourths of the Shareholders meeting, including those governing 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 The Stock Exchange of Thailand. Agenda 7 To Consider the Election of Directors to Replace the Retiring Directors and Determine the Remuneration The Chairman reported to the Meeting that according to the article 17 of the Company's articles of association, one-third of the directors were to be retired by rotation upon every Annual General Meeting. Upon this meeting, the five directors duly retired by rotation were Mr. Worawit Khamkanist, Mr. Sitthiporn Ratanopas, Mr. Narong Sitasuwan, Mr. James Richarde Truscott and Mr. Chalermchai Ratnarak. Considering that all the 5 retiring directors had contributed greatly to the corporate governance with strong attendance records and valuable recommendations, the Board of Directors proposed that all of them should be re-elected. The Chairman then proposed to the Meeting to consider and elect the directors to fill in the vacancies on a one by one basis. RESOLUTION : Having considered the matters, the Meeting re-elected Mr. Worawit Khamkanist, Mr. Sitthiporn Ratanopas, Mr. Narong Sitasuwan, Mr. James Richarde Truscott and Mr. Chalermchai Ratnarak. to be the Company's directors for another term. The number of the vote in favor for each director exceeded four-fifth of the total shares attending the Meeting and having the rights to vote. The voting shares for each director were as follows. 1) Mr. Worawit Khamkanist : 326,573,588 in favor and 3,475,383 against with 349,948 in abstention; 2) Mr. Sitthiporn Ratanopas, : 326,396,488 in favor, 3,652,483 against and 349,948 in abstention; 3) Mr. Narong Sitasuwan : 326,509,388 in favor, 3,462,783 against and 349,948 in abstention; 4) Mr. James Richarde Truscott : 326,586,188 in favor, 3,462,783 against and 349,948 in abstention; 5) Mr.Chalermchai Ratnarak: 326,586,188 in favor, 3,462,783 against and 349,948 in abstention) The Chairman further proposed to the Meeting to consider the allocation of directors' remuneration comprising the monthly allowance and the bonus with the details as follows. 1. Baht 30,000 monthly retainer fee with Baht 10,000 for each Board meeting attended. The Chairman of the Board would receive 25% additional remuneration both in retainer fee and meeting allowance. Any absent directors should not receive the meeting allowance. 2. The bonus amount at 0.5% of the consolidated net profit after tax but not exceeding Baht 12 million to be appropriated at the Board's discretion. 3. The remuneration of the three sub-committees namely the Audit Committee, the Nominating and Remuneration Committee and the Executive Committee should be determined by the Board of Directors to correspond with the liabilities of each committee. RESOLUTION : Having considered the matters, the Meeting approved with majority of votes the monthly retainer fee and the meeting allowance for directors for 2004 and the bonus for 2003 and authorized the Board of Directors to determine the subcommittees' remuneration as proposed by the Chairman. (The voting shares in favor was 330,398,919 with none against and no abstention.) Agenda 8 To Consider Other Matters The Board had no other issue to propose to the shareholders. The Chairman then delegated the Management to response to the shareholders' inquiries and recommendations. The summary was as follows; 1.Notice of the shareholders' meeting: The Company should provide the map to locate the venue of the meeting. The Company acknowledged the request to be carried out at the next meeting to facilitate the shareholders. 2. Progress on value added tax in relation to gas deliveries by EGAT to REGCO and KEGCO: The Company was discussing the matter with the relevant government agencies to solve the problem and would keep the shareholders informed of the final result. 3. Company's policy on asset management : The Company promoted the shared portfolio management to induce the group's synergy and would enhance efficiency improvement of the operating power plants to maximize profit. It was evidenced that all the subsidiaries had the positive performance during the past year. Details were as shown in the annual report submitted to all shareholders with the Notice of the Annual General Meeting 4. Knowledge development of Directors. The Company always encouraged and supported directors to attend the course arranged by the Thai Institute of Directors (IOD) as appropriate. 5. Company's investment plan : The Company planed to invest in 3 projects. The Khanom Expansion Project was under discussion with EGAT regarding the tariff rate in the PPA. The Nam Thuen 2 Project was in the process of getting the financial close while the Kaeng Khoi Power Plant Project was under discussion with EGAT regarding the PPA. There was no other matters raised for consideration, the Chairman then closed the Meeting and thanked all shareholders for attending the Meeting and providing beneficial recommendations to the Company. The meeting adjourned at 13.00 p.m. After the Chairman declared the meeting open at 10.30 a.m, the shareholders still registered to attend the Meeting resulting in the increased numbers of shareholder and proxy to one hundred and ninety-six (296), holding 330,398,919 shares or 62.75 % of the total shares with 330,398,919 shares or 62.75 % of the total shares exercised their votes. Signed Chairman (Mr. Sommai Phasee) Certified to be True and Correct Chalermchai Ratnarak President