SIGNING SHARE SALE AND PURCHASE AGREEMENT

No. EGCO 310/282 Date May 31, 2000 Attn : The President of the Stock Exchange of Thailand Subject: Signing Share Sale and Purchase Agreement Electricity Generating Public Company Limited (EGCOMP) would like to inform that on May 31, 2000 at 10.00 a.m., EGCOMP signed Share Sale and Purchase Agreement with Gulf Electric Public Company Limited (GEC) in order that EGCOMP shall purchase 87,500,000 shares or 50% stake in GEC in the amount of 1,050,000,000 Baht from Siam City Cement Public Company Limited (SCCC). However, the purchase transaction will be occurred upon the fulfillment of the conditions precedent provided in the Share Sale and Purchase Agreement which can be summarized as follows: 1) Electricity Generating Public Company Limited shall have received an approval for waiver to tender offer from the Office of the Securities and Exchange Commission (SEC), pursuant to Securities and Exchange Act B.E. 2535 and SEC's Notification Number Kor.Kor. 4/1995 Re: Rules, Conditions and Procedures in Acquiring Securities for Business Taking Over In case of an approval for waiver to tender offer from SEC is not granted, there will be an implementation of the proceeds under the rules and regulations in order to execute the completion of the transaction. 2) GEC shall have received Syndicate consent from the lenders of Gulf Co-generation Company Limited, 100 % owned by GEC, pursuant to Sponsor's Undertaking dated 5 March 1997. 3) The Sale and Purchase shall be executed in regards of the all necessary documents for the transfer of the share and payment of the share price through a set up of the escrow account. The shareholding structure after EGCOMP participation will be EGCOMP holding 50% and Lanna Lignite Public Company Limited (Lanna) holding 50%. GEC is in the electricity generating business and operates a 107 MW and 16 tons/hour of steam gas-fired power plant in Saraburi province under SPP Project. The total project cost is US$ 89,000,000. Its 85% capacity has sold to Electricity Generating Authority of Thailand (EGAT). The rest of 15% and the steam will be sold to the private industrial users. The commercial operation has been commenced since September 1998. GEC is implementing the IPP project. A 734 MW coal-fired power plant located in Prachuab Kiri Khan province, having the total project cost around US$ 800,000,000, are in the construction process and its power generated will be all supplied to EGAT system. EGCOMP would like to further clarify our investment in purchasing of GEC shares which is connecting to the implementation of 734 MW-coal fired IPP power generation project as follows: 1. An investment of BHT 1,050,000,000 is particularly designated for 107 MW SPP project which will earn a good investment return, adding higher value to the shareholder and is in accordance with EGCO investment guideline. 2. EGCOMP considers 734 MW-coal fired IPP power generation project which uses coal as fuel being a project under the government energy policy that the country shall not depend on the fuel sources limited only to the natural gas, the only major source of fuel supply at present. This project is still in situation where the environmental problem could be solved peacefully and sucessfully. 3. However, in case of the coal fired IPP project will face the problems which its implementation may not be possible, for whatever the reasons might be, under the agreement with the governmental agencies and EGAT, EGCOMP believes that there will be a problem solving by granting the proper impact compensation for all fairness. There is a potential to shift the use of coal into gas for the fuel and this will bring a good opportunity to further successfully implement the project together with the creation of the profit and growth for EGCOMP, the public investors and shareholders. The above mentioned transaction is not the transaction of assets acquisition and the connected transaction in accordance with the Notifications of the Stock Exchange of Thailand Re: Rules, Procedures and Disclosure of Information concerning the acquisition and disposition of Assets and Listed Companies and Re: Rules,Procedures and Disclosure of Connected Transactions of Listed Companies. Yours sincerely, Sitthiporn Ratanopas Managing Director