EPORTS ON THE RESOLUTIONS OF ANNUAL MEETING NO.1/98

No. EGCO 310/193 Date:April 29, 1998 Attn:The President of the Stock Exchange of Thailand Subject:EGCOMP reports on the resolutions of Annual General Meeting No.1/1998 Electricity Generating Public Company Limited (EGCOMP) would like to report on the resolutions of the Annual General Meeting No. 1/1998 held on April 29,1998. The meeting unanimously passed the following resolutions: 1. To approve the minutes of Annual General Meeting No. 1/1997 held on April 29,1997. 2. To approve the Board of Directors' annual report on the Company's operations during the previous year and the activities to be pursued in the future. 3. To approve the audited balance sheet and profit and loss statement as at December 31, 1997. 4. To omit the annual dividend payment for the operation from January 1, 1997 to December 31, 1997 and not to allocate to the reserve fund as prescribed by law. 5. To appoint Ms. Nangnoi Chareonthaveesub CPA # 3044 or Mr. Vichien Khingmontri CPA # 3977 of Coopers & Lybrand (TH) Company Limited as new auditors for 1998 with the remuneration of Baht 445,000 per annum. 6. To approve the third year allocation of warrants amount of 183,500 units to the directors of the Company and its subsidiary companies who are presently the employees of the Company and its subsidiary companies as follows: Names Number of Warrants to be allocated (Units) 1. Mr. Worawit Khamkanist 59,700 2. Mr. Siwanan Na Nakorn24,500 3. Mr. Machima Kunjara Na Ayudhya23,600 4. Mr. Prasart Payackapan18,100 5. Mr. Surasak Suwintawong16,400 6. Mr. Anan Gee-Em33,600 7. Mrs. Daranee Sriwattana 7,600 7. To re-elect the directors whose tenure has ended as follows: - Mr. Sirin Nimmanahaeminda - Dr. Harit Sutabutr - Mr. Viroj Nopkhun - Mr. Siriwadh Sribhibhadh and approve the decrease of the current monthly remuneration by 20% for 1 year, from May 1998 to April 1999 and the bonus for directors will not be paid since the net loss of 1997 was realized. 8. To consider and approve an amendment to Article 7 of the Company's Articles of Association as follows: "Article 7 Except as stipulated in this second paragraph, no more than 30% of the outstanding ordinary shares of the Company shall be held by the aliens. The aliens may acquire the ordinary shares which are above the limitation stipulated in the first paragraph by purchasing such ordinary shares from the Electricity Generating Authority of Thailand and/or by subscribing newly issued ordinary shares (including newly issued shares dividend or shares newly issued particularly to the shareholders catagorized under this second paragraph). Provided, however, that the combination of ordinary shares held by aliens under this second and first paragraphs shall, at all time, not exceed 45% of the total outstanding ordinary shares currently issued by the Company. This 45% limitation shall be applied to every transfer of such ordinary shares (or newly issued shares dividend or shares newly issued particularly to the shareholders catagorized under this second paragraph) from the aliens catagorized under this second paragraph to the other aliens until such ordinary shares are ultimately transferred to any person not having alien status." 9. To consider and approve an amendment to Clause 18 of the Company's Objectives as follows: "(18)To engage in the trading of machines and equipment to be used for natural conservation and pollution control, including the business of consultancy, service, advisory related to energy conservation, environmental impact resulting from the use or generation of energy, energy optimization and the remedial process thereof." Sincerely yours, Worawit Khamkanist Managing Director