Dividend Payment and the Shareholders' Annual General Meetin

No. EGCO 110/094 Date : February 23, 2009 Attn : President of the Stock Exchange of Thailand Subject: Dividend payment and the Shareholders' Annual General Meeting No. 1/2009 The Board of Directors of the Electricity Generating Public Company Limited (EGCO) at the Meeting No.2/2009, held on 23 February, 2009, passed the following resolutions: 1. To propose to the Shareholders' Annual General Meeting No.1/2009 the final dividend payment from the second-half-year operation of the year 2008 at 2.50 baht per share subject to the shareholders' approval at the Annual General Meeting No. 1/2009. If including the interim dividend for the first-half-year operation of the year 2008 which was paid at Baht 2.50 per share on September 11, 2008, the total dividend for the operating results from January 1 to December 31, 2008 will be 5.00 baht per share. 2 To call the Shareholders' Annual General Meeting No. 1/2009 on April 24, 2009 at 2.00 p.m.at Ballroom B room, Sofitel Centara Grand Bangkok Hotel, 1695 Phaholyothin Road, Chatuchak, Bangkok. 3 To determine the shareholders' rights to attend the shareholders' meeting and to receive the dividend as follows. 3.1 March 9, 2009 is the Record Date - Shareholders whose name appear on the Company's share register book on such date shall have the right to attend the shareholders' meeting and receive the dividend. 3.2 March 10, 2009 is the date for share register in accordance with section 225 of the Securities and Exchange Act B.E. 2535. 3.3 May 6, 2009 is the dividend payment date. 4 To set the agenda for the Shareholders' Annual General Meeting No. 1/2009 as follows. 4.1 To consider and approve the Minutes of the Shareholders' Annual General Meeting No. 1/2008 held on April 21, 2008 .Board of Directors' Opinion: The minutes of meeting is accurate and complete.The shareholders' meeting should approve the minutes of the Shareholders' Annual General Meeting No. 1/2008. 4.2 To consider and acknowledge Company's Annual Report for year 2008 and to acknowledge the payment of the interim dividend Board of Directors' Opinion: The Company's performance is satisfactory. The shareholders' meeting should acknowledge the Company's Annual Report for year 2008 and the payment of interim dividend for the first half-year operation of 2.50 baht per share. 4.3 To consider and approve the balance sheet and statement of income as at December 31, 2008. Board of Directors' Opinion: The 2008 financial statements has been audited and reviewed by the Auditor and the Audit Committee. The shareholders' meeting should approve the Balance Sheet and Statement of Income as at December 31, 2008 4.4 To consider and approve the appropriation of net profit and the payment of dividend. Board of Directors' Opinion: The shareholders' meeting should approve the appropriation of the net profit and approve the final dividend for 2008 at 2.50 baht per share to be paid on May 6, 2009. 4.5 To consider the appointment of the auditors and determine the audit fee. Board of Directors' Opinion : The shareholders' meeting should consider the followings. To appoint Ms. Nangnoi Charoenthaveesub, Certified Public Accountant (Thailand) No. 3044, Mr. Prasan Chuaphanich, Certified Public Accountant (Thailand) No. 3051 and Mr. Somchai Jinnovart, Certified Public Accountant (Thailand) No. 3271, of PricewaterhouseCoopers ABAS Ltd. to be the Company's auditors, any one being authorized to conduct the audit and express an opinion on the financial statements of the Company. In the absence of the above-named auditors, PricewaterhouseCoopers ABAS Ltd. shall identify one other certified public accountant with PricewaterhouseCoopers ABAS Ltd. to carry out the work. Any acts in this regard shall be approved by the Board of Directors. To authorize the Board of Directors to approve PricewaterhouseCoopers ABAS Ltd. to identify the other certified public accountant in case of the absence of the above-named auditors. To determine the audit fee for year 2009 of 1,180,000 Baht and out of pocket expenses for audit in Thailand not exceed 89,600 Baht. To authorize the Board of Directors to consider and approve the quarterly review fees of new subsidiary, associated and joint venture companies. To authorize the Board of Directors to consider and approve the transfer of the remaining audit fees of Rayong Electricity Generating Co.,Ltd. (REGCO) to audit fees of the Company. In case the acquisition of the entire business of REGCO will occur in year 2009. 4.6 To consider the election of directors to replace retiring directors. Board of Directors' Opinion : The shareholders' meeting should consider the following To re-elect the four retiring directors namely Mr. Pornchai Rujiprapa, Mr. Wisudhi Srisuphan, Mr. Aswin Kongsiri and Mr. Thanapich Mulapruk for another term. To elect Police Lieutenant General Pijarn Chittirat as a new independent director to replace Mrs. Wattanee Phanachet 4.7 To consider the determination of the directors' remuneration Board of Directors' Opinion : The shareholders' meeting should determine the directors' remuneration as follows. The Directors' fee and meeting allowance should be maintained at 30,000 baht per month and 10,000 baht per time, respectively. The Chairman and the Vice Chairman of the Board would receive 25% and 10% additional remuneration both in retainer fee and meeting allowance. Any absent directors would not receive the meeting allowance. The bonus amount should be capped at 17.5 million baht, representing 0.28% of the net profit, and to be allocated at the Board's discretion. The existing rate of remuneration for Board's Committees being Audit Committee, Nomination and Remuneration Committee, Executive Committee and CSR Committee should be maintained as follows. Committee Remuneration Meeting Allowance Chairman Member Chairman Member - - Executive Committee 50,000 40,000Audit Committee 37,500 30,000 12,500 10,000 Nomination and 30,000 24,000 - -Remuneration Committee CSR Committee The outside members will be remunerated the retainer fee of 100,000 baht per year. The shareholders should authorize the Board of Directors to approve remuneration for committees which are established or change during the year 4.8 To consider the amendment of articles of association, article 43 : the Company's seal Board of Directors' Opinion : The shareholders' meeting should approve the amendment of articles of association, article 43 : the Company's seal as follows. Exiting New 4.9 To consider other matters (if any). Board of Directors' Opinion : The Board of Directors agreed to include this agenda item to encourage the shareholder who intends to propose the other matters besides the above agenda items. Please be informed accordingly. Yours sincerely, Vinit Tangnoi President Corporate Secretary Division Tel. 0 2998 5020-6