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23 เมษายน 2553

Resolutions of Shareholders' Annual General Meeting No1/2010

No. EGCO 110/138 Date : April 22, 2010 Attn : President of the Stock Exchange of Thailand Subject: The resolutions of Shareholders' Annual General Meeting No.1/2010 Electricity Generating Public Company Limited ("EGCO") would like to report that the Shareholders' Annual General Meeting No. 1/2010 held on April 22, 2010 at 2.00 p.m. at Vibhavadee Ballroom, Sofitel Centara Grand Bangkok Hotel, 1695, Phaholyothin Road,Chatuchak, Bangkok, passed the following resolutions: 1. Approved with the majority of votes the Minutes of the Shareholders' Annual General Meeting No.1/2009 held on April 24, 2009. The numbers of voting shares were 389,180,477 in favor and none against with the abstaining votes of 21,207,568 shares representing 94.832%, 0.000% and 5.168% of the total voting shares, respectively. 2. Acknowledged the Company's Annual Report for the year 2009 and the interim dividend payment. 3. Approved with the majority of votes the Balance Sheet and Statement of Income as at December 31, 2009. The numbers of voting shares were 389,366,380 in favor and none against with the abstaining votes of 21,444,767 shares representing 94.780%, 0.000% and 5.220% of the total voting shares, respectively. 4. Approved with the majority of votes the appropriation of net profit for the year 2009 for the final dividend payment from the second half-year operation of the year 2009 at 2.75 baht per share amounting to 1,447,778,750 baht to be paid on May 6, 2010 The numbers of voting shares were 389,622,480 in favor and none against with the abstaining votes of 21,188,667 shares representing 94.842%, 0.000% and 5.158% of the total voting shares, respectively. 5. Appointed with the majority of votes the auditors being Ms. Nangnoi Charoenthaveesub,CPA #3044, Mr. Prasan Chuaphanich, CPA # 3051 and Mr. Vichien Khingmontri, CPA # 3977 of PricewaterhouseCoopers ABAS Limited with the remuneration of not exceeding 1,922,400 baht and the out-of-pocket expenses for audit in Thailand at not exceeding 123,600 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 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 388,291,717 in favor and 888,900 against with the abstaining votes of 21,630,530 shares representing 94.518%, 0.216% and 5.265% of the total voting shares, respectively. 6. Re-elected the four retiring directors for another term and elected the a new director 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. Somboon Arayaskul as a Director The numbers of voting shares were 387,902,979 in favor and 1,739,200 against with the abstaining votes of 21,168,968 shares representing 94.424%, 0.423% and 5.153% of the total voting shares, respectively. 2. Re-elect Mr. Hideaki Tomiku as a director The numbers of voting shares were 387,976,579 in favor and 1,465,800 against with the abstaining votes of 21,368,768 shares representing 94.442%, 0.357% and 5.202% of the total voting shares, respectively. 3. Re-elect Mr. Vinit Tangnoi as a director The numbers of voting shares were 388,207,879 in favor and 1,429,800 against with the abstaining votes of 21,173,468 shares representing 94.498%, 0.348% and 5.154% of the total voting shares, respectively. 4. Re-elect Mr. Somphot Kanchanaporn as an Independent director The numbers of voting shares were 389,261,779 in favor and 380,800 against with the abstaining votes of 21,168,568 shares representing 94.754%, 0.093% and 5.153% of the total voting shares, respectively. 5. Elect Mr. Sahust Pratuknukul as a director to replace Mr. Apichart Dilogsopon. The numbers of voting shares were 387,982,599 in favor and 1,425,980 against with the abstaining votes of 21,402,568 shares representing 94.443%, 0.347% and 5.210% of the total voting shares, respectively. 7. Approved with the majority of votes the Board of Directors' remuneration for year 2010 and bonus for the year 2009 as follows: 1. 30,000 baht monthly retainer fee with 10,000 baht for attending each Board meeting. The Chairman and the Vice Chairman of the Board shall receive 25% and 10% 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 Investment Committee, Audit Committee, Nomination and Remuneration Committee and Corporate Governance and Social Responsibility Committee to be as follows. Retainer Fee Meeting Allowance Committee (baht) (baht) Chairman Member Chairman Member Investment Committee 25, 000 20,000 25, 000 20,000 Audit Committee 25, 000 20,000 25, 000 20,000 Nomination and 25, 000 20,000 25, 000 20,000Remuneration Committee Corporate Governance - - 30,000 24,000 and Social Responsibility Committee 4. The President who is the executive director is not entitled to any directors' remuneration. The numbers of voting shares were 384,041,337 in favor and 43,500 against with the abstaining votes of 26,726,310 shares representing 93.484%, 0.011% and 6.506% of the total voting shares, respectively. 8. Other Business None The Minutes of Shareholders' Annual General Meeting No. 1/2010, which will be submitted for approval at the next shareholders' meeting, will be reported to the SET by May 6, 2010. Yours sincerely, Vinit Tangnoi President Corporate Secretary Division Tel. 0 2998 5020 - 25