Purchase of Interest in Private Philippine Companies

No. EGCO 110/152 Date: March 31st 2009 Attn: President of the Stock Exchange of Thailand Subject: Purchase of Interest in Private Philippine Electricity Generation Companies Reference is made to the Electricity Generating Public Company Limited ("EGCO")'s letter ref no. EGCO 110/478 dated December 1st, 2008 informing the Stock Exchange of Thailand that EGCO Executive Committee in the Meeting No.15/2008, held on November 24, 2008,resolved that EGCO International (B.V.I) Ltd. ("EGCO BVI"), a wholly owned subsidiary of EGCO, purchase 90% of the outstanding shares of GPI Quezon Ltd ("GPIQ") and that EGCO was working with the Seller to purchase the remaining 10% of its shares in GPIQ. EGCO would like to notify that EGCO has now acquired the remaining shares in GPIQ. EGCO Executive Committee in the Meeting No.3/2009, held on March 25, 2009, resolved that EGCO BVI purchase 100% of the outstanding shares of GPI-I, Ltd ("GPI-I") from GPSF Cayman I LDC ("GPSF"). GPI-I is the owner of a portfolio of Philippine investments including the balance 10% of GPIQ shares not purchased last year. Further summary information on the transaction is as follows: March 30th 2009. 1. Transfer Date 2. Parties Buyer: EGCO International (BVI) Co., Ltd. Seller: GPSF Cayman I LDC ("GPSF" or "Seller"), an investment holding company 3. Transaction Detail EGCO BVI purchases 100% of the outstanding shares of GPI-I, Ltd ("GPI-I") providing EGCO BVI with an indirect ownership in the following portfolio of assets: - 10% shares in GPIQ, an investing holding company, which holds 2.6% stake in Quezon Power (Philippines) Limited Co., ("QPL"). QPL owns, operates and maintains a 460 MW (net) coal fired electric generation and transmission facility in the Republic of the Philippines. GPIQ has no other assets aside from its investment interests in QPL. The other shareholders in the Quezon Power Project are non-Thai, international entities.These other shareholders are not connected with EGCO in any way. This transaction will increase EGCO's aggregate ownership in QPL from 23.4% to 26% representing capacity of 119.6MW (net). - 13.72 % ownership in Northern Mindanao Power Corporation. ("NMPC"). NMPC is an independent power producer in the Philippines which had been granted an Energy Conversion Agreements by the Philippine government through the National Power Corporation. Before the transaction date, EGCO BVI invests in NMPC through its 40% ownership stake in Conal Holdings Corporation ("Conal"). After the transaction date, EGCO BVI will reorganize its additional investment in NMPC pursuant to the portfolio purchase so that it is held through Conal. As a result, Conal would own a 64.5% direct stake in NMPC. 4. Transaction Value and Size The total value of consideration paid including the previous 90% shareholding of GPIQ acquired in November 2008 as a function of EGCO's total assets will be 8.45% (based on EGCO's audited, consolidated financial statements as at December 2008). Such value against EGCO's total asset base does not trigger a requirement for EGCO to disclose information in accordance with the SET's notification re: "Acquisition and Disposal of Assets of Listed Companies". 5. Source of Funds Sources of funds for acquisition are cash and existing credit lines. 6. Benefits of the Acquisition - The acquisition is in line with EGCO's business plan to invest in power businesses in the ASEAN region that are earnings accretive to EGCO and provide portfolio diversity and long-term value prospects. - The acquisition will strengthen EGCO's presence in the Republic of the Philippines and we expect it should provide opportunities for growth in the future. Please be informed accordingly. Yours sincerely, Pikul Srisastra Executive Vice President- Finance Corporate Secretary Division Tel. 0 2998 5020-4