Opinion of the Independent Financial Advisor-Part 1

Part 1 General Information about the Transaction 1) Transaction Details - Date of the Transaction After obtaining the shareholders' approval resolution from Electricity Generating Plc. (EGCOMP)'s Extraordinary General Meeting of Shareholders No.1/2006 and fulfilling all conditions precedent as specified in the Share Purchase Agreement. - The Parties Involved Acquirer: Electricity Generating Plc. (EGCOMP or the company) Acquiree: CLP Power (BLCP) Ltd. (CLP-BLCP), a company under the CLP Holdings Limited Group and 2 individual shareholders, namely Mr. James Richarde Truscott and Mr. Mark Takahashi (collectively called the CLP Group) - Relationship between the Parties Involved EGCOMP and CLP-BLCP have a common major shareholder, namely CLP Holdings Limited. CLP Holdings Limited holds an indirect equity stake of 100 % in CLP-BLCP via CLP Power International Ltd. and an indirect equity stake of 11.21 % in EGCOMP via CLP Power Projects (Thailand) Limited. Detailed shareholding structure of BLCP is illustrated as below: (Figure) 2) General Information of the Transaction and Total Transaction Value EGCOMP will acquire BLCP ordinary shares, with a par value of Baht 100 each, for the total amount of 57.422 million shares, the amount of which conforms to the equity stake of 50 % in BLCP to be held by EGCOMP, from CLP-BLCP and two individual shareholders (the CLP Group). The total amount of payment to be made to the CLP Group stands at Baht 6,645 million and consists of payment totaling Baht 4,645 million to be made for 7.422 million of existing BLCP shares at the price of Baht 625.84 a share and payment totaling Baht 2,000 million to be made for 50 million of newly issued ones. In paying for the existing shares, EGCOMP would make the payment of Baht 4,645 million to the CLP Group on the closing date after it obtains the shareholders' approval resolution from its Extraordinary General Meeting of Shareholders No.1/2006 and all conditions precedent as specified in the Share Purchase Agreement are fulfilled. In accordance with the resolution of EGCOMP's Board of Directors' Meeting No. 6/2006 held on October 30, 2006, for the 50 million of BLCP newly issued shares, EGCOMP made an advance payment totaling Baht 2,000 million, the amount of which conforms to the equity stake of 50 % in BLCP to be held by EGCOMP, to CLP-BLCP on November 6, 2006 s o that such advance payment could be applied for subscription of such shares that were partially paid up to Baht 40 a share. The purposes of such BLCP capital call on November 6, 2006 are to fulfill BLCP's obligation with its creditors regarding the minimum level of its registered capital and to raise additional funds to pay for construction of Unit 1 of the BLCP Power Plant Project. After all conditions precedent as specified in the S hare Purchase Agreement are fulfilled, the CLP Group would transfer all BLCP shares it holds to EGCOMP. If the transaction is not completed for any reason, CLP-BLCP would return the advance payment to EGCOMP together with the interest thereon at the rate of 8 % a year. In addition, a further capital injection in BLCP will be called within 2007 pursuant to BLCP's shareholder and credit facility agreements. The portion of the 2007 capital call that EGCOMP would be responsible for as a 50 % shareholder will be approximately $93.4 million (or roughly Baht 3,700 million). This amount includes the remaining payment of the unpaid portion of the 50 million partly paid shares at Baht 60 a share. 3) Conditions Precedent In accordance with the Share Purchase Agreement, the transaction of acquiring BLCP ordinary shares could take place after some conditions precedent are fulfilled. Details of such conditions precedent are summarized as follows: - The passing at a board of directors' meeting and a shareholders' meeting of EGCOMP of a resolution approving the acquisition of the BLCP shares from the CLP Group in compliance with relevant SET's notification. In this regard, EGCOMP's Board of Directors' Meeting No.6/2006 held on October 30, 2006 passed a resolution to approve the company to enter into an agreement to acquire BLCP ordinary shares. EGCOMP will hold a shareholder meeting to obtain an approval for pursuing the transaction on December 1, 2006. - Obtaining consent for the acquisition transaction from relevant government authorities such as the Electricity Generating Authority of Thailand (EGAT) in accordance with the PPA. Currently, BLCP is in the process of obtaining consent from EGAT for the transaction, and it is expected the consent would be obtained by the end of the 2nd quarter of 2007. - Obtaining consent for the acquisition transaction from BLCP's creditors in accordance with the Financing Agreement, from other BLCP's shareholders other than the CLP Group in accordance with the Shareholder Agreement and from any person that is party to an agreement in relation to the business of power generation to which BLCP is party. In this regard, BLCP already obtained the consent for the transaction from the BANPU Group that is the other major shareholder of BLCP. Currently, BLCP is in the process of obtaining consent for the transaction from its creditors and the persons that are parties to agreements in relation to the business of power generation to which BLCP is party, and it is expected the consent would be obtained by the end of the 2nd quarter of 2007. 4) Valuation of the Acquisition The amount of proceeds totaling Baht 4,645 million to be paid by EGCOMP to the CLP Group is an amount agreed upon between the involved parties, and is determined based upon valuation of BLCP shares as conducted by TURNAROUND Co., Ltd., whereas Kim Eng Securities (Thailand) Plc. was appointed as an independent financial advisor. Both financial advisors are approved by the Securities & Exchange Commission (SEC). EGCOMP may have to record goodwill on its financial statements that show the excess of the purchase price of BLCP over its fair value which, in this case, will equal to BLCP's net asset value as showed on its balance sheet as at the closing date. Given the BLCP power plant is a newly constructed one, its book value could be regarded as a fair value. For the newly issued shares of BLCP for which EGCOMP made an advance payment, they were partially paid up to Baht 40 a share. 5) Transaction Size EGCOMP's and its subsidiaries' net tangible assets (NTA) calculated according to the reviewed financial statements as at June 30, 2006: Shareholders' equity after deducting minority interest Baht 3,814.63 million (Less) Intangible assets Baht (1,757.65) million Net tangible assets (NTA) Baht 32,056.98 million Calculation of Connected Transaction Size Connected Transaction Size = (6,645+3700)/ 32,056.98 = 32.27 % The size of this acquisition transaction has the total value exceeding 3 % of net tangible assets of EGCOMP and its subsidiaries. Therefore, EGCOMP is required to disclose this transaction to the SET and propose this transaction to the shareholders meeting for further consideration and approval. A resolution of the shareholders' meeting to approve this transaction must consist of three-fourths of total votes of shareholders attending the meeting and having voting rights, excluding interested shareholders. Entering into the transaction of acquiring BLCP shares could be regarded as Type 2 Transaction in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies concerning the Acquisition and Disposition of Assets, 2004, as amended. The size of the transaction, as indicated by the criterion of total consideration value, is higher than 15 % but less than 50 % of total assets of EGCOMP and its subsidiaries as at June 30, 2006. Thus, EGCOMP is required to disclose the details of the transaction to the SET and send the notice of the shareholders' meeting to its shareholders at least 14 days prior to the date of shareholder meeting. 6) Source of Funds for Acquiring BLCP Shares Source of funds to be used for payment of BLCP ordinary shares totaling Baht 6,645 million will consist of loans from financial institutions in the amount totaling Baht 5,000 million, and the remaining is from cash from EGCOMP's internal balances. Loans from financial institutions will impose no detrimental effect on EGCOMP's ability to pay dividend to shareholders. In addition, a further capital injection into BLCP will be called within 2007 pursuant to BLCP's shareholder and credit facility agreements. The portion of the 2007 capital call that EGCOMP would be responsible for as a 50 % shareholder in BLCP will be approximately $93.4 million (roughly Baht 3,700 million). Such amount will be funded through Thai Baht loans amounting approximately Baht 3,000 million, and the remaining is from EGCOMP's internal cash balances. 7) Conditions of the Transaction The transaction of acquiring BLCP shares could be categorized as a connected transaction in relation to assets and services in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure and Act of Listed Companies concerning the Connected Transaction B.E. 2546. Thus, EGCOMP is required to obtain the approval resolution from the shareholders' meeting that must consist of three-fourths of total votes of shareholders attending the meeting and having voting rights, excluding interested shareholders. 8) Connected Person and Its Relationship The connected person who has no voting right in EGCOMP's Extraordinary General Meeting of Shareholders to approve the transaction is CLP Power Projects (Thailand) Limited that is EGCOMP's major shareholder and holds the total of 118.02 million of EGCOMP shares, accounting for 22.42 % of EGCOMP's total paid-up capital.