The resolutions of Annual General Meeting no. 1/2008

No. EGCO 110/152 Date : April 21, 2008 Attn : President of the Stock Exchange of Thailand Subject: The resolutions of Shareholders' Annual General Meeting No.1/2008 Electricity Generating Public Company Limited ("EGCO") would like to report that the Shareholders' Annual General Meeting No. 1/2008 held on April 21, 2008 at 10.00 a.m. at the Sai Samphan Auditorium, Floor 9, EGCO Tower, 222 Moo 5, Vibhavadi Rangsit Road,Tungsonghong, Laksi, Bangkok, passed the following resolutions: 1. Approved with the majority of votes the Minutes of the Shareholders' Annual GeneralMeeting No.1/2007 held on April 23, 2007. The numbers of voting shares were 380,550,418 in favor and none against with the abstaining votes of 3,948,496 shares representing 98.973%, 0% and 1.027% of the total voting shares, respectively. 2. Acknowledged the Company's Annual Report for the year 2007 and the interim dividend payment. 3. Approved with the majority of votes the Balance Sheet and Statement of Income as at December 31, 2007. The numbers of voting shares were 385,756,463 in favor and none against with the abstaining votes of 11,702,663 shares representing 97.056%, 0% and 2.944% of the total voting shares, respectively. 4. Approved with the majority of votes the appropriation of net profit for the year 2007 for the final dividend payment from the second half-year operation of the year 2007 at 2.50 baht per share amounting to 1,316,162,500 baht to be paid on May 7, 2008 The numbers of voting shares were 390,166,792 in favor and none against with the abstaining votes of 7,292,385 shares representing 98.165%, 0% and 1.835% of the total voting shares, respectively. 5. Appointed with the majority of votes the auditors being Mr. Suchart Luengsuraswat CPA#2807, Mrs. Nattaporn Phan-Udom, CPA#3430 and Mr. Kajornkiat A-roonpairodkul,CPA# 3445 of PricewaterhouseCoopers ABAS Limited with the remuneration of not exceeding 2,366,000 baht and the out-of-pocket expenses for audit in Thailand at not exceeding 89,600 baht. The Company would also be responsible for the auditors' traveling expenses in the countries where the Company invests as deemed appropriate. The Board of Directors was authorized to approve the alternate certified public accountant with PricewaterhouseCoopers ABAS Limited as well as to approve the quarterly review fee of the financial statements of subsidiary, associated and joint venture companies which are established or acquired during the year The numbers of voting shares were 390,057,882 in favor and 10,500 against with the abstaining votes of 7,390,895 shares representing 98.138%, 0.003% and 1.860% of the total voting shares, respectively. 6. Approved the acquisition of the entire business of Rayong Electricity Generating Company Limited (REGCO) on July 1, 2008 or any other date that would be determined by the President, including the approval of REGCO's dissolution and liquidation in the same year; and delegate the President to negotiate, amend, add, agree, sign and submit the documents and agreements relating to the acquisition of the entire business from REGCO, including but not limited to: the negotiation, the amendment of the transferring date, the process of negotiation, the concord, the signing, the submission of the documents and/or the agreements related to the parties and/or the other parties related to the transferred business as well as the request for consent from the Parties and/or the aforesaid parties and the other necessary implementations in compliance with the aforesaid business and permit and license transfer, the disclosure of information and the statement of words to the related agencies as well as the other necessary implementations, and to appoint and/or remove substitute to take foregoing actions with number of the votes in favor exceeding three-fourths of the total shares attending the Meeting and having the rights to vote as follows. The numbers of voting shares were 390,165,592 in favor and none against with the abstaining votes of 7,293,685 shares representing 98.165%, 0% and 1.835% of the total voting shares, respectively. 7. Re-elected the three retiring directors for another term and elected the three new directors with number of the votes in favor exceeding four-fifths of the total shares attending the Meeting and having the rights to vote as follows. 1. Re-elect Mr. Chaipat Sahasakul as an Independent Director The numbers of voting shares were 389,977,292 in favor and 187,100 against with the abstaining votes of 7,294,885 shares representing 98.118%, 0.047% and 1.835% of the total voting shares, respectively. 2. Re-elect Mr. Peter Albert Littlewood as a director The numbers of voting shares were 357,867,597 in favor and 30,795,995 against with the abstaining votes of 8,795,685 shares representing 90.039%, 7.748% and 2.213% of the total voting shares, respectively. 3. Re-elect Mr. Mark Takahashi as a director The numbers of voting shares were 387,952,282 in favor and 756,200 against with the abstaining votes of 8,750,795 shares representing 97.608%, 0.190% and 2.202% of the total voting shares, respectively 4. Elect Mr. Witoon Simachokedee as a director to replace Mr. Chareon Prajumtan The numbers of voting shares were 387,907,582 in favor and 752,900 against with the abstaining votes of 8,798,795 shares representing 97.597%, 0.189% and 2.214% of the total voting shares, respectively. 5. Elect Mr. Hideo Kuramochi as a director to replace Mr. Richard McIndoe The numbers of voting shares were 387,896,062 in favor and 756,200 against with the abstaining votes of 8,807,015 shares representing 97.594%, 0.190% and 2.216% of the total voting shares, respectively. 6. Elect Mr. Vinit Tangnoi as a director to replace Mr. Chumnong Wongsawarng The numbers of voting shares were 388,155,592 in favor and 752,900 against with the abstaining votes of 8,550,785 shares representing 97.659%, 0.189% and 2.151% of the total voting shares, respectively. 8. Approved with the majority of votes the Board of Directors' remuneration for year 2008 and bonus for the year 2007 as follows: 1. 30,000 baht monthly retainer fee with 10,000 baht for attending each Board meeting.The Chairman of the Board shall receive 25% additional remuneration both in retainer fee and meeting allowance. Any absent directors shall not receive the meeting allowance. 2. The bonus amount at 20 million baht to be appropriated at the Board's discretion. 3. Remuneration of the Board's Committees namely Executive Committee, Audit Committee and Nomination and Remuneration Committee to be maintained at the existing rate as follows. Retainer Fee Meeting Allowance Committee (baht) (baht) Chairman Member Chairman Member Executive Committee - - 50, 000 40,000 Audit Committee 37,500 30,000 12,500 10,000 Nomination and 30,000 24,000 - - Remuneration Committee 4. Remuneration for outside members of the Corporate Social Responsibility Committee at 100,000 baht per year The Executive director being the President will not be entitled to any director's remuneration. The numbers of voting shares were 390,250,392 in favor and 0 against with the abstaining votes of 7,208,885 shares representing 98.186%, 0% and 1.814% of the total voting shares,respectively. 9. Other Business None The Minutes of Shareholders' Annual General Meeting No. 1/2008, which will be submitted for approval at the next shareholders' meeting, will be reported to the SET by May 6, 2008. Yours sincerely, Visit Akaravinak President Corporate Secretary Division Tel. 0 2998 5020 - 24