Opinion of the Independent Financial Advisor-Part 5

Part 5 Opinion of the Independent Financial Advisor to the Voting of Shareholders It is the view of the Independent Financial Advisor that the transaction of acquiring a 50 % stake in BLCP by EGCOMP, taking into account the rationale behind the transaction of conforming to the company's policy to expand its business and market share in the domestic power generation business and increasing its experience and expertise in managing coal-fired power plants, is reasonable and provides benefits to EGCOMP and its shareholders. This is because investing in BLCP allows EGCOMP to invest directly in the BLCP Power Plant Project that is a coal-fired power plant project with total contracted generation capacity of 1,346.50 MW and many strengths as discussed earlier. Construction of the Project is almost complete and the Project is expected to be in operation in accordance with the SCOD as specified in the PPA (Unit 1 of the Project with total contracted generation capacity of 673.25 MW already begins transmitting electricity to EGAT's transmission grid. Unit 2 with total contracted generation capacity of 673.25 MW as well is still under the construction phase but expected to be in operation in February 2007). Thus, pre-operating risk associated with the Project is quite low, and EGCOMP could immediately realize revenue from investment in BLCP. Although pursuing the transaction of acquiring investment in BLCP will provide benefit toEGCOMP and its shareholders, doing so may incur financial risk to the company due to increase in debt burden incurred to finance the transaction of acquiring BLCP shares. In evaluating the fair value of BLCP shares, the total amount of Baht 6.645 billion to be paid to the CLP Group for 50 % equity stake in BLCP, together with additional capital infusion which EGCOMP must commit to make in 2007 of approximately 93.4 million USD (roughly Baht 3.7 billion), is fair and appropriate. This is because the fundamental value of a 50 % ownership interest in BLCP (excluding the direct equity injection amounts that must be made to BLCP in 2007 of approximately Baht 3.7 billion) falls within the range between Baht 6.301 and 8.618 billion. This fundamental value is derived using the Discounted Free Cash Flow to Equity (FCFE) Method, the method deemed to be the most appropriate for this type of asset. In sum, it is the view of the Independent Financial Advisor that the transaction of acquiring BLCP shares by EGCOMP is reasonable and provides benefits to EGCOMP and its shareholders, and the acquisition price is appropriate. Thus, shareholders should vote for the transaction of acquiring BLCP shares. The Independent Financial Advisor hereby certifies that in providing the above opinion, careful consideration was taken in accordance with professional standards for the interest of EGCOMP's shareholders. Yours Sincerely, Mr. Montree Sornpaisarn, CFA Chief Executive Officer