Resolutions of Shareholders' Annual General Meeting

No. EGCO 110/186 Date : April 24, 2009 Attn : President of the Stock Exchange of Thailand Subject: The resolutions of Shareholders' Annual General Meeting No.1/2009 Electricity Generating Public Company Limited ("EGCO") would like to report that the Shareholders' Annual General Meeting No. 1/2009 held on April 24, 2009 at 2.00 p.m. at Vibhavadee Ballroom B, Sofitel Centara Grand Bangkok Hotel, 1695, Phaholyothin Road, Chatuchak, Bangkok , passed the following resolutions: 1. Approved with the majority of votes the Minutes of the Shareholders' Annual General Meeting No.1/2008 held on April 21, 2008. The numbers of voting shares were 356,249,804 in favor and none against with the abstaining votes of 1,512,566 shares representing 99.577%, 0.000% and 0.423% of the total voting shares, respectively. 2. Acknowledged the Company's Annual Report for the year 2008 and the interim dividend payment. 3. Approved with the majority of votes the Balance Sheet and Statement of Income as at December 31, 2008. The numbers of voting shares were 391,698,955 in favor and 1,610 against with the abstaining votes of 17,898,411shares representing 95.630%, 0.000% and 4.297% of the total voting shares, respectively. 4. Approved with the majority of votes the appropriation of net profit for the year 2008 for the final dividend payment from the second half-year operation of the year 2008 at 2.50 baht per share amounting to 1,316,162,500 baht to be paid on May 6, 2009 The numbers of voting shares were 391,999,765 in favor and none against with the abstaining votes of 17,599,211 shares representing 95.703%, 0.000% and 4.297% of the total voting shares, respectively. 5. Appointed with the majority of votes the auditors being Ms. Nangnoi Charoenthaveesub,CPA #3044, Mr. Prasan Chuaphanich, CPA # 3051 and Mr. Somchai Jinnovart, CPA # 3271 of PricewaterhouseCoopers ABAS Limited with the remuneration of not exceeding 1,180,000 baht and the out-of-pocket expenses for audit in Thailand at not exceeding 89,600 baht. The Company would also be responsible for the auditors' traveling expenses in the countries where the Company invests as deemed appropriate. The Board of Directors was authorized to approve the alternate certified public accountant with PricewaterhouseCoopers ABAS Limited as well as to approve the quarterly review fee of the financial statements of subsidiary, associated and joint venture companies which are established or acquired during the year and the transfer of the remaining audit fees of REGCO to the Company in case of successful business transfer to the Company in year 2009. The numbers of voting shares were 391,597,205 in favor and 402,560 against with the abstaining votes of 7,599,211 shares representing 95.605%, 0.098% and 4.297% of the total voting shares, respectively. 6. Re-elected the four retiring directors for another term and elected the a new director with number of the votes in favor exceeding four-fifths of the total shares attending the Meeting and having the rights to vote as follows. 1. Re-elect Mr. Pornchai Rujiprapa as a Director The numbers of voting shares were 391,478,205in favor and 499,600against with the abstaining votes of 17,621,171shares representing 95.576%, 0.122% and 4.302% of the total voting shares, respectively. 2. Re-elect Mr. Wisudhi Srisuphan as a director The numbers of voting shares were 391,905,705 in favor and 31,100 against with the abstaining votes of 17,662,171shares representing 95.680.000%, 0.008% and 4.312% of the total voting shares, respectively. 3. Re-elect Mr. Aswin Kongsiri as an Independent director The numbers of voting shares were 387,952,282 in favor and 756,200 against with the abstaining votes of 8,750,795 shares representing 97.608%, 0.190.000% and 2.202% of the total voting shares, respectively. 4. Re-elect Mr. Thanapich Mulapruk as an Independent director The numbers of voting shares were 391,893,205 in favor and 43,600against with the abstaining votes of 17,662,171 shares representing 95.677%, 0.011% and 4.312% of the total voting shares, respectively. 5. Elect Police Lieutenant General Pijarn Jittirat as a director to replace Mrs. Wattanee Phanachet. The numbers of voting shares were 391,761,605in favor and 167,100against with the abstaining votes of 17,670,271shares representing 95.645%, 0.041% and 4.314% of the total voting shares, respectively. 7. Approved with the majority of votes the Board of Directors' remuneration for year 2009 and bonus for the year 2008 as follows: 1. 30,000 baht monthly retainer fee with 10,000 baht for attending each Board meeting.The Chairman and the Vice Chairman of the Board shall receive 25% and 10% additional remuneration both in retainer fee and meeting allowance. Any absent directors shall not receive the meeting allowance. 2. The bonus amount at 17.5 million baht to be appropriated at the Board's discretion. 3. Remuneration of the Board's Committees namely Executive Committee, Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee to be maintained at the existing rate as follows. Retainer Fee Meeting Allowance Committee (baht) (baht) Chairman Member Chairman Member Executive Committee - - 50, 000 40,000 Audit Committee 37,500 30,000 12,500 10,000 Nomination and 30,000 24,000 - - Remuneration Committee Corporate Social The outside members will be remunerated the retainer fee Responsibility Committee of 100,000 baht per year. 4. The President who is the executive director is not entitled to any directors' remuneration. The numbers of voting shares were 391,878,255in favor and 97,500 against with the abstaining votes of 17,623,221shares representing 95.674%, 0.024% and 4.303% of the total voting shares, respectively. 8. Approved the amendment of articles of association, article 43: the Company's seal with number of the votes in favor exceeding four-fifths of the total shares attending the Meeting and having the rights to vote as follows. Existing New The numbers of voting shares were 391,976,055in favor and 1,610 against with the abstaining votes of 17,621,311shares representing 95.698%, 0.000.000% and 4.302% of the total voting shares, respectively. 9. Other Business None The Minutes of Shareholders' Annual General Meeting No. 1/2009, which will be submitted for approval at the next shareholders' meeting, will be reported to the SET by May 7, 2009. Yours sincerely, Vinit Tangnoi President Corporate Secretary Division Tel. 0 2998 5020 - 24