Resolution of EGM 1/2006 and BOD 8/2006

No. EGCO 110/594 Date : December 4, 2006 Attn : President of the Stock Exchange of Thailand Subject: Resolutions of Shareholders Extraordinary General Meeting No.1/2006 and Board of Directors Meeting no. 8/2006 Electricity Generating Public Company Limited (EGCOMP) would like to inform the Stock Exchange of Thailand (SET) that the Shareholders Extraordinary General Meeting No. 1/2006 (EGM no. 1/2006) and the Board of Directors Meeting no. 8/2006 held on December 1, 2006 passed the following resolutions: 1. Resolutions of the EGM no. 1/2006 1.1 Approved the Minutes of the Shareholders Annual General Meeting No.1/2006 held on April 24, 2006. 1.2 Approved the connected Transaction for the Acquisition of Shares in BLCP Power Company Limited (BLCP) with the following details : Buyer : EGCOMP Seller : BLCP Power Company Limited (BLCP) and two individual shareholders namely Mr. James Richarde Truscott and Mr. Mark Takahashi (collectively called CLP Group) Transaction Detail : Acquisition of all common shares of BLCP held by CLP Group totaling 57.422 million shares, representing 50% of the total common shares of BLCP. Total Value and Payment Method : The total payment of this transaction is 6,645 million baht consisting of: * 4,645 million baht for the payment of BLCP 7.422 million shares which will be paid to CLP Group on the closing date after EGCOMP obtains the shareholders approval resolution from its EGM No.1/2006 and fulfils all conditions precedent as specified in the Share Purchase Agreement; and * 2,000 million baht advance payment to CLP-BLCP on November 6, 2006, for the subscription of the 50 million partly-paid, newly issued BLCP shares, with a par value of 100 baht each, but partially paid-up at 40 baht a share. If the transaction does not close, CLP-BLCP will return the advance payment to EGCOMP with the interest at 8% p/a. In addition to the 6,645 million baht described above, BLCP will require further equity calls in 2007 pursuant to its credit facility agreements in order to achieve completion and commissioning of its second Unit. In this regard, EGCOMP has agreed with CLP-BLCP to fund such a dditional equity calls of USD 93.4 million (or approximately 3,700 million baht) within 2007. This amount includes the unpaid portion of the 50 million partly-paid, newly issued BLCP shares noted above and other equity calls required under the BLCP credit facility agreements within 2007. To the extent that these amounts fall due and are advanced by EGCOMP before the transaction having closed, CLP BLCP must return all advanced monies to EGCOMP together with the interest at 8% p/a in the event the transaction fails to close. Source of Fund : Sources of funds for the 6,645 million baht total payment to CLP-BLCP shall consist of 5,000 million baht of loans from financial institutions with the balance coming from EGCOMP internal cash. The loans for this transaction will impose no detrimental effect on EGCOMP ability to pay dividend to shareholders. For the remaining capital injection of USD 93.4 million (or approximately 3,700 million baht) required in 2007, the sources of funds shall consist of 3,000 million baht of loans from financial institutions with the balance coming from EGCOMP internal cash. 1.3 Elected Mrs. Watanee Phanachet as EGCOMP new Independent Director. 2. Resolution of Board of Directors Meeting no. 8/2006 Acknowledged the resignation of Mr. Worawit Khamkanist from being an Audit Committee member and appointed Mrs. Watanee Phanachet to succeed him as an Audit Committee member with effect on December 1, 2006. The Minutes of Shareholders Extraordinary General Meeting No. 1/2006, which will be submitted for approval at the next shareholders' meeting, will be reported to the SET by December 15, 2006. Yours sincerely, Visit Akaravinak President Corporate Secretary Division Tel. 0 2998 5020 - 24