THE RESOLUTIONS OF SHAREHOLDERS' ANNUAL GENERAL MEETING 1/02

No. EGCO 350/132 Date : April 22, 2002 Attn : President of the Stock Exchange of Thailand Subject: The resolutions of Shareholders' Annual General Meeting No.1/2002 Electricity Generating Public Company Limited (EGCOMP) would like to inform the Stock Exchange of Thailand that the Shareholders' Annual General Meeting No. 1/2002 held on April 22, 2002 passed the following resolutions: 1. To adopt the Minutes of the Shareholders' Annual General Meeting No.1/2001 held on April 30, 2001. 2. To approve the Board of Directors' Annual Report on the Company's operations during the previous year and to acknowledge the previous payment of interim dividend for the first half-year operation of the year 2001 at Baht 1.00 per share on September 26, 2001 3. To approve the Balance Sheet and Profit and Loss Statement as at December 31, 2001, which was reviewed by the Audit Committee of the Company and audited by the Auditor. 4. To approve the appropriation of annual net profit amounting to Baht 2,939,078,578 for legal reserve amounting to Baht 146,953,928 and approve the dividend pay-out from the second half-year operation of the year 2001 at Baht 1.25 per share on May 10, 2002. Thus, including the interim dividend for the first half-year operation of the year 2001, the total dividend for the operation from January 1 to December 31, 2001 is equal to Baht 2.25 per share. 5. To appoint the following persons as the auditors for year 2002: 1. Ms. Nangnoi ChareonthaveesubCPA#3044 2. Mr. Prasarn Chuaphanich CPA#3051 3. Mr. Vichien Khingmontri CPA#3977 of PricewaterhouseCoopers ABAS, Ltd. with the remuneration of not exceeding Baht 1,563,549. 6. To approve the Amendment to Article 18, 23 and 28 of the Company's Articles of Association by using the word "the President" instead of "the Managing Director", in accordance with the revised structure of EGCOMP's group. 7. To elect EGCOMP's Directors and determine the remuneration for year 2002 as follows : 7.1 The Directors whose tenure has ended are Mr.Sommai Phasee, Khunying Nongkran Chandhanayingyong, Mr.J.S. Dickson Leach, and Mr.Peter A. Littlewood. 7.2 To re-elect Mr.Sommai Phasee, Mr.J.S. Dickson Leach, and Mr.Peter A. Littlewood as EGCOMP's Directors for another term. 7.3 To elect Mr. Chaipat Sahasakul as EGCOMP's director 7.4 To approve the Board of Directors' remuneration remaining as the Shareholders' Meeting has resolved as follows: - Meeting Allowance Chairman Baht 50,000 per month Directors Baht 40,000 per month Any absent director would receive 80% of the meeting allowance rate. - Bonus for the Directors' performance for 2001 Directors should be remunerated the bonus at the rate of Baht 15 million minus the total meeting allowance paid in the year. This amount should be appropriated at the Board's discretion. The Minutes of Shareholders' Annual General Meeting No. 1/2002 held on April 22, 2002 will be reported by May 7, 2002. Moreover, the Board of Directors at the meeting No. 3/2002 held on April 22, 2002 elected Mr. Sommai Phasee as the Chairman of Board of Directors for another term and appointed Mr. Chaipat Sahasakul, whose qualifications are as required by the SET, as Audit Committee Member in place of Khunying Nongkran Chandhanayingyong, who retired from EGCOMP's Director by rotation. Yours sincerely, Sitthiporn Ratanopas President & CEO