MINUTES OF SHAREHOLDERS' ANNUAL GENERAL MEETING NO. 1/2002

Minutes of Shareholders' Annual General Meeting No. 1/2002 of Electricity Generating Public Company Limited The Meeting was convened at 11.00 a.m. on April 22, 2002 at the Sai Samphan Auditorium, Floor 9 of EGCO Tower, 222 Moo 5, Vibhavadi Rangsit Road, Tungsonghong, Laksi, Bangkok. Fifty (50) shareholders, holding 271,202,758 shares or 51.56% of the total units of shares attended the Meeting in person and by proxy which constituted the quorum. The Meeting was chaired by Mr. Sommai Phasee, Chairman of the Board of Directors. The Chairman declared the Meeting open and informed the voting procedure for the shareholders and the shareholders'proxy. Under each agenda, if the shareholders who attended the Meeting in person raised their hands to vote against the resolution or abstain, the Chairman would call for a poll. If there was no show of hands, it would be resolved that the proposed resolution was approved. The proxy voting would be in accordance with the conditions in the 3 proxy forms designed by the Commercial Registration Department. The shareholders' proxy with Proxy Form 1 and 3 were requested to vote at the end of each agenda the same manner as the present shareholders. On the other hand, those with Proxy Form 2 which imposed the fixed resolution did not have to exercise the voting as the company had counted the votes from the proxy form. However, in the case that the shareholders did not state the instruction of how to vote, or such instruction was ambiguous, the proxies were requested to vote in the same manner as the shareholders. In addition, all shareholders and proxies had the rights to split the number of shares in order to vote separately or differently in each agenda. The Chairman would announce to the Meeting the total voting shares in favor, against and abstention of the proposed resolution for each and every agenda item. The Chairman then proceeded the Meeting with the following agendas. Agenda 1 To Consider and Approve the Minutes of the Shareholders' Annual General Meeting No. 1/2001 The Chairman proposed to the Meeting to consider and approve the minutes of the Shareholders' Annual General Meeting No. 1/2001 held on April 30, 2001. RESOLUTION : Having considered the minutes of the Shareholders' Annual General Meeting No. 1/2001 and concurred to be correct and accurate, the Meeting with the majority of votes approved such minutes as proposed by the Chairman. (The voting shares were 307,372,411 In Favor 200 Abstention and no vote Against.) Agenda 2 To Consider and Approve the Board of Directors' Annual Report for Year 2001 and to Acknowledge the Previous Payment of the Interim Dividend The Chairman delegated Mr. Sitthiporn Ratanopas, the Managing Director, to present the operating performance of EGCO in the year 2001 to the Meeting. Mr. Sitthiporn Ratanopas, the Managing Director reported the company's operation to the Meeting which was summarized as follows. Market Demand : The continued economic recovery from year 2000 resulted in rising electricity demand. EGAT forecasted the average growth of peak demand and energy generation during the year 2000-2011 at 6.29% and 6.61% respectively. Therefore, there was a clear signal of the continuing rising demand of the electricity supply industry. Company's Market Shares : The Company's market shares had declined from 15% in 1996 to 10% in 2000 owing to the fresh generation from Ratchaburi Power Plant. In order to maintain the market shares, the Company planned to increase its megawatt equity from 2,785 to 5,000 by year 2006. When the newly acquired or constructed power plant started generating the electricity to the grid, the Company's electricity and energy supply would rise to 15% and 22% in year 2010. Vision and Corporate Goals : EGCO envisioned to be the leading Thai integrated electric power company with comprehensive energy service offerings in Thailand and in the ASEAN region with commitment to environment protection and social contribution. EGCO also committed to maximize the shareholders' wealth by investing in selected good projects and applying the comprehensive risk management system. The business expansion of the Company covered the transmission line construction and power trading to support the government policy to implement the power pool system. EGCO also committed to uphold to the good corporate governance practice with the belief that it would create the long-term and sustainable return to the shareholders. Consequently, EGCO was awarded the prestigious Best Practices on Corporate Governance Award Contest, for major public company category for 2001, hosted by the Institute of Internal Auditors- Thailand in collaboration with the Stock Exchange of Thailand and Thai Institute of Directors Association (IOD) In addition, EGCO benefitted the society as a good corporate citizen by taking care of the environment. Being the role model in efficient energy consumption, EGCO office was honored the "Best Thai Energy Efficient Building of 2000", the first runner- up of the "ASEAN Energy Efficiency & Conservation Best Practices Competition 2000", and one of the 50 "Green Tower" in the Energy Global Award 2002. In addition, the Technology Energy Conserving Promotion Association (TECPA) in collaboration with the Energy Committee, the Engineering Institute of Thailand under H.M. the King's patronage, also awarded EGCO the "Energy Star" for 2001. EGCO also sponsored the environmental conservation campaign to enhance its image and to win trust and support in implementing new projects from the community. Creating Added Values : With regard to business development, the Board of Directors diligently pursued the investment opportunities which would yield satisfactory return to the shareholders. The Company's dividend pay-out policy was to pay the dividend at approximately 40% of the net profit 2 times per year. For year 2002, the Company targetted at maintaining adequate cash flow to pay the dividend at least Baht 2 per share. Treasury Stock : The Company implemented the Treasury Stock scheme since January 2002 for financial management and to help reflecting the real fundamental value of the Company under the Ministry regulation and SET regulation at that time. The total budget was set at not exceeding Baht 1,500 million or not exceeding 42.86 million shares. The program was expected to complete by 2006. However, as SET had amended the regulation on treasury stock with the effect on April 5, 2002, the Company would amend its articles of association at the suitable timing to support the future share buy back scheme which might be implemented in years to come. In response to a shareholder's request on the updated progress of the liquidation of EGCO Energy International (Denmark) Limited Aps (EGCO Denmark) and EGCO Mining Co., Ltd. (EM), the Company's Management clarified that EGCO Denmark's incorporation was aimed at efficient tax structure for the investment in the Philippines. Since the Danish tax legislation was amended resulting in the elimination of the tax benefits, EGCO Denmark was liquidated with the expected completion in May 2002. Regarding to EM, the dissolution application had been filed to the Department of Commercial registration, Ministry of Commerce since November 29, 2001. The company was currently under the liquidation process. A shareholder asked whether Bor Nok Power Plant Project could be materialized and the Managing Director clarified that the Company, as the project's investor, was fully capable to proceed the project if the government signaled the green light. However, in case the government called the project quitted, Gulf Electric Public Company Limited, the joint- venture between EGCO and Electric Power Development Co., Ltd., would call for the legal litigation for its damage and opportunity loss from the responsible government agencies. After the Managing Director's presentation, the Chairman added that the details of the operations and activities were incorporated in the Company's 2001 Annual Report which was submitted to all shareholders together with the Notice of the Annual General Meeting. The Chairman further reported that EGCO had paid the interim dividend from the operating result of the first half-year of 2001 at Baht 1 per share on September 26 in compliance with the Company's policy that the dividend would be paid 2 times per year. The Chairman then proposed that the Meeting approved the Company's Annual Report for year 2001 and acknowledged the interim dividend payment. RESOLUTION : Having considered the matter, the Meeting with the majority of votes approved the Company's annual report for year 2001 and acknowledged the previous payment of the interim dividend as proposed by the Chairman. (The voting shares were 307,372,411 In Favor 540,200 Abstention and no vote Against.) Agenda 3 To Consider and Approve the Balance Sheet and Profit and Loss Statement as at December 31, 2001 The Chairman proposed that the Meeting approved the balance sheet and the profit and loss statement as at December 31, 2000 which had been reviewed by the Company's audit committee and audited by the auditor. The financial statements were reported in the annual report submitted to all shareholders with the Notice of the Annual General Meeting. The operating result of the Company in 2001 posted the consolidated income of Baht 11,647,118,042 which was Baht 1,096,462,419 higher than 2000. The Company's expense was Baht 8,504,581,341, up by Baht 780,940,119. As the result, the Company appreciated the consolidated net profit of Baht 2,939,048,578, equivalent to Baht 5.60 per share. If excluding the foreign exchange impact on the outstanding debt, the Company's net profit amounted to Baht 3,175,334,135, equaled to Baht 6.05 per share. RESOLUTION : Having considered the matter, the Meeting with the majority of votes approved the 2001 balance sheet and the profit and loss statement as proposed by the Chairman. (The voting shares were 307,282,411 In Favor 630,200 Abstention and no vote Against.) Agenda 4 To Consider and Approve the Appropriation of Net Profit and the Payment of Dividend The Chairman reported to the Meeting that the Company's 2001 operating results generated the net profit of Baht 2,939,048,578. If including the accumulative profit brought forward from 2000 of Baht 1,375.585,513, the accumulative profit before the appropriation was Baht 4,314,664,091. The Meeting was, therefore, proposed to consider the net profit appropriation as follow : 1. Appropriation of 5% legal reserve amounting to Baht 146,953,928.- 2. Appropriation for dividend payment for the second half-year operation of 2001 at Baht 1.25 per share. The dividend payment date would be May 10, 2002. If including the interim dividend payment from 2001 first half-year operation, the total dividend was Baht 2.25 per share which was higher than the dividend rate of year 2002 of Baht 2 per share. RESOLUTION : Having considered the matter, the Meeting approved the appropriation of the 2001 net profit and dividend payment as proposed by the Chairman with the majority of votes. (The voting shares were 307,282,411 In Favor 630,200 Abstention and no vote Against.) Agenda 5 To Consider the Appointment of the Auditor and to Determine the Audit Fee The Chairman reported to the Meeting that the term of the auditors expired as prescribed by law. The Board of Directors then proposed the re-appoint Ms. Nangnoi Charoenthaweesup, certified public accountant no. 3044, Mr. Prasant Chuapanit, certified public accountant no. 3051 and Mr. Wichian Kingmontree, certified public accountant no. 3977 of PricewaterhouseCoopers ABAS Limited, as the Company's auditors with the audit fee of Baht 1,563,549 per year. The shareholders should also authorize the Board of Directors to consider and approve the alternate certified auditors of PricewaterhouseCoopers ABAS Limited in case that they could not perform the audit work of the earlier mentioned auditors, and to approve the additional quarterly review fees of any subsidiaries, associate or joint venture companies, to be incorporated during the year for business expansion. The Chairman then invited Mr. Aswin Kongsiri, Director and the Chairman of the Audit Committee to elaborate more details on the appointment of the auditor. Mr.Aswin Kongsiri clarified that the Audit Committee had thoroughly considered the selection of the auditor and was of the opinion that the existing auditors were highly professional in their career as well as having extensive knowledge on the business of EGCO and its affiliates while the audit fee was justified. The issue of concern that the auditor had served the Company for 5 consecutive years was also discussed which the Audit Committee resolved that the auditors had expressed their independence and justification in carrying out their work which built the directors' confidence. RESOLUTION : Having considered the matter, the Meeting resolved with majority of votes that Ms Nangnoi Charoenthaveesub, certified public accountant no. 3044, Mr. Prasant Chuapanit, certified public accountant no. 3051 or Mr. Wichian Kingmontree, certified public accountant no. 3977 of PricewaterhouseCoopers ABAS Limited be re-appointed as the Company's auditors, with the audit fee not exceeding Baht 1,563,549 per year. The Meeting also authorized the Board of Directors to consider and approve the alternate certified public auditors of PricewaterhouseCoopers ABAS Limited and to approve the additional quarterly review fees of any subsidiaries, associate or joint venture companied, to be incorporated for business expansion, as proposed by the Chairman. (The voting shares were 306,746,411 In Favor 1,166,200 Abstention and no vote Against.) Agenda 6 To Consider and Approve the Amendment to Article 18, 23 and 28 of the Company's Articles of Association The Chairman reported to the Meeting that in year 2001, the Board had restructured EGCO Group to better suit the business environment. As a consequence, the position of the "Managing Director" had to be changed to "President" to accommodate the new structure. The Board of Directors then proposed to the Meeting to consider the amendment of the article 18, 23 and 28 of the Articles of Association accordingly to comply with the Company's new structure. A shareholder expressed his disagreement with the amendment of the Company's Articles of Association giving the reason that since change of position was not considered a significant issue to be raised. RESOLUTION : Having considered the matter, the Meeting approved the amendment of Article 18, 23, 28 of Company's Article of Association from "Managing Director" to "President" to accommodate the new structure as proposed by the Chairman with the number of the vote in favor exceeding four-fifth of the total shares attending the Meeting and having the rights to vote. (The voting shares were 295,745,823 In Favor 6,660,998 Against and 5,505,800 Abstention) Agenda 7 To Consider the Election of Directors to Replace the Retiring Directors and Determine the Remuneration The Chairman reported to the Meeting that according to the Company's article 17 of the Articles of Association, one-third of the directors were to be retired by rotation upon every Annual General Meeting. Upon this meeting, the four directors duly retired by rotation were Mr.Sommai Phasee, Khunying Nongkarn Chandhanayingyong, Mr. J.S. Dickson Leach and Mr. Peter A. Littlewood. Since this item related to his retire by rotation, the Chairman proposed to the Meeting to pass the chair to Mr. Boonshai Jiwalai, Independent Director and Member of the Nominating committee. Mr. Boonshai Jiwalai reported to the Meeting that the Nominating Committee had scrutinized the nominees to fill in the vacancies with the objective that the Board should have the best mixture of experience, varied perspectives and diversity of skills for efficient governance to meet the vision and objectives of the company to maximize the shareholders' value. The appropriate number of independent directors was also well regarded for the benefits of all shareholders. The Nominating Committee was of the opinion that all the 4 retiring directors had greatly contributed to the governance of the company with strong attendance records and valuable recommendations. The Nominating Committee proposed that 3 directors should be re-elected namely Mr. Sommai Phasee, Mr. J.S. Dickson Leach and Mr. Peter A. Littlewood as they were still in the age that could contribute to the oversight and they offered themselves for re-election. For the remaining vacancy, the Nominating Committee proposed that the Meeting should elect Mr. Chaipat Sahasakul. Mr. Boonshai then proposed the Meeting to consider and elect the new directors to replace the retiring directors one by one. RESOLUTION : Having considered the matters, the Meeting re-elected Mr. Sommai Phasee, Mr. J.S. Dickson Leach and Mr. Peter A. Littlewood to be the Company's directors for another term. Mr. Chaipat Sahasakul was elected as director to replace Khunying Nongkran Chandhanayingyong with the number of the vote in favor exceeding four-fifth of the total shares attending the Meeting and having the rights to vote. (The voting shares for each director were 306,746,411 In Favor 1,166,200 Abstention and no vote Against.) After the election of the new directors was completed, Mr. Boonshai Jiwalai proposed to the Meeting that Mr. Sommai Phasee resumed his chair for the Shareholders' Annual General Meeting No. 1/2002. Mr. Sommai Phasee then resumed the chair and proposed the Meeting to consider the allocation of directors' remuneration comprising the monthly allowance and the bonus at the same rate previously determined by the shareholders. In this regard, the Remuneration Committee had studied the directors compensation survey by Thai Institute of Directors Association and found that the level of remuneration of the board of directors was comparable with the peer companies of the same business and turnover as follows. 1. 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. 2. Bonus for the Directors for 2001 The allocation of bonus for directors, including year 2000 total meeting allowance, would equal Baht 15 million. The bonus remuneration should be appropriated at the Board's discretion. The representative from EGAT who was the shareholder supported that the proposed remuneration rate was justified since the Board had satisfactorily created the value to the company, considering and the increasing profit and dividend pay-out. In addition, EGCO had also proven its good corporate governance and achieved the Best Practice Award. RESOLUTION : Having considered the matters, the Meeting approved with majority of votes the remuneration for directors comprising the monthly allowance and the bonus as proposed by the Chairman. (The voting shares were 306,746,411 In Favor 1,166,200 Abstention and no vote Against.) Agenda 8 To Consider Other Matters There was no other matters raised for consideration. The meeting adjourned at 12.50 p.m. After the Chairman declared the meeting open at 11.00 a.m, the shareholders still registered to attend the Meeting resulting in the increased numbers of shareholder and proxy to one hundred and eighty-three (183), holding 330,819,194 shares or 62.89% of the total shares with 307,912,611 shares or 58.54% of the total shares exercised their votes. Signed ................................. Chairman (Mr. Sommai Phasee) Certified to be True and Correct ............................... Sitthiporn Ratanopas President