C o n t e n t s05 Ratchaburi Electricity Generating Holding Public Company Limited F i n a n c i a l R a t i o s Liquidity Ratio 2003 2002 Current Ratio (Times) 1.67 1.82 ... On January

4Ratchaburi Electricity Generating Holding Public Company Limited

C o n t e n t s

Vision and Mission 1

Financial Overview 4

Highlights of Operation in 2003 6

Message from the Chairman 10

Board of Directors 14

Executive Officers 19

Organization Chart 22

Management and Shareholding Structure 24

The Companyûs Top Ten Sharehoders 28

Sharehoding Structure 29

Nature of Business 30

The Industry and Competition 33

Risks in Business Operation 36

Future Projects 38

Transaction with Related Companies 39

Management Discussion & Analysis 43

Report on Compliance with Principles of Good Corporate Governance 47

Responsibilities to Environment and Society 56

Financial Statements 59

Report of the Audit Committee 60

The Board of Directorsû Report

on Its Responsibility to Financial Report 61

Report of Certified Public Accountant 62

Balance Sheets 63

Statements of Income 65

Statements of Changes in Shareholderûs Equity 66

Statements of Cash Flows 67

Notes to Financial Statements 70

Other Information 91

Company and Subsidiarles Address 94

Vision

Mission

To carry on the business of power generation with a viewto creating satisfaction to customers and generating goodreturns to shareholders, staff members, and society throughmanagement based on good corporate governance

The Company will increase investments in power generatingbusiness and other related businesses by taking the followinginto account :

- Returns to shareholders, staff members, and society- Emphasis on using safe, environmentally friendly, and

state-of-the-art technology- Development and enhancement of staff membersû

potential to ensure their readiness- Management based on good corporate governance


With commitment to developing a corporate governance system to attain acceptable standards,aiming to promote the organization to achieve steady and sustainable growth for the long-run benefitsof all stakeholders which mainly include shareholders, customers, staff members, trade partners,investors, the public sector, communities, society, and the country.

In undertaking the business, the Ratchaburi Electricity Generating Holding Public CompanyLimited Group has followed the corporate governance policy as a guideline for its Board of Directors,executive officers and staff in their management and operations whereas such policy has beenformulated with a view to enhancing corporate governance to become fair for all stakeholders.

Under the said policy, the Group has focused on integrity and virtue in management andoperations as well as providing a sound and efficient risk control and management system to ensurethat the operation of the Groupûs businesses will have security and achieve maximum efficiency.

IntegrityAccountability

CarefulnessConciseness


In addition, the Group has placed emphasis on disclosing various important data and information in an accurate,sufficient, timely, transparent, and equitable manner to shareholders, investors and other stakeholders including theequitable treatment of all shareholders and the granting of legal rights to each individual shareholder to take part inacknowledgement and making decisions on the Companyûs important matters by attending meetings of shareholders aswell as protecting the legal rights of other stakeholders.

Therefore, the Groupûs corporate governance policy is an important mechanism to lead the Group to good corporategovernance with true awareness of accountability towards all stakeholders.

EqualityFairness

AccuracyThoroughness


F i n a n c i a lO v e r v i e w

Unit : Million Baht

Financial Position 2003 2002

Total Assets 67,720 67,784

Total Liabilities 42,984 45,210

Issued and Paid-up Share Capital 14,500 14,500

Shareholdersû Equity 24,736 22,574

Operating Results 2003 2002

Electricity Sales 35,528 27,493

Other Income 276 662

Total Revenues 35,804 28,155

Cost of Sales 28,204 20,833

Selling and Administrative Expenses 430 423

Interest Expenses 1,703 1,967

Total Expenses 30,337 23,223

Income Tax 43 203

Net Profit 5,424 4,729

80,000

70,000

60,000

50,000

40,000

30,000

20,000

10,000

0

Total Assets

Million Baht

39,850

67,784 67,720

Year

6,000

5,000

4,000

3,000

2,000

1,000

0

Million Baht

Net Profit

3,060

4,7295,424

Year2001 2002 2003 2001 2002 2003


F i n a n c i a l R a t i o sLiquidity Ratio 2003 2002

Current Ratio (Times) 1.67 1.82Acid Test Ratio or Quick Ratio (Times) 1.44 1.58Cash Flow from Operation to Current Liabilities Ratio (Times) 1.67 0.93Accounts Recievable Turnovor Ratio (Times) 7.77 5.93Average Collection Period (Days) 47 61Accounts Payable Turnovor Ratio (Times) 7.37 7.23Average Payment Period (Days) 49 50

Profitability Ratio 2003 2002

Ratio of Gross Profit to Net Sales (%) 20.61 24.22Ratio of Net Profit to Net Sales (%) 15.15 16.80Rate of Return on Equity (%) 22.93 22.59

Efficiency Ratio 2003 2002

Rate of Return on Assets (%) 8.01 8.79Rate of Return on Fixed Assets (%) 15.22 16.11Assets Turnover Ratio (Times) 0.53 0.52EBITDA (Million Baht) 9,737.47 8,774.22Ratio of EBITDA to Assets (%) 14.37 16.30Ratio of EBITDA to Fixed Assets (%) 18.66 21.58

Financial Policy Ratio 2003 2002

Debt to Equity Ratio (Times) 1.74 2.00Debt Service Coverage Ratio (DSCR) (Times) 2.45 2.59

Per Share Data 2003 2002

Book Value Per Share (Baht) 17.06 15.57Earnings Per Share (Baht) 3.74 3.26


B u s i n e s s O p e r a t i o n sSuccess in investment in the Tri Energy Power PlantRatchaburi Electricity Generating Holding Public Company Limited (the çCompanyé) has achieved

the success in making an investment in Tri Energy Company Limited which is an operator of the 700-megawatt (MW) Tri Energy Power Plant by acquring Banpu Gas Power Company Limited worth Baht 2.1billion by which Banpu Gas Power Company Limited held a 37.5 percent stake in Tri Energy CompanyLimited. On November 7, 2003, the Company signed a share purchase agreement with Banpu PowerCompany Limited and Synergy Power Company Limited which are shareholders of Banpu Gas PowerCompany Limited, a subsidiary of Banpu Public Company Limited, and signed a memorandum of under-standing in operating the power generation and distribution for Banpu Public Company Limited. Subse-quently, on November 14, 2003, the Company paid Baht 2,100 million in cash to purchase the entire 50million ordinary shares of Banpu Gas Power Company Limited and gave a loan to Banpu Gas PowerCompany Limited for its repayment of loans to the Banpu Public Company Limited Group. With thisinvestment, the Company has held a 37.5 percent stake in Tri Energy Company Limited and consequentlyincrease its generating capacity of 262.5 MW.

On January 8, 2004, Banpu Gas Power Company Limited changed its name to Ratchaburi GasCompany Limited.

Success in Negotiations for Interest Rates Reduction on LoansRatchaburi Electricity Generating Company Limited which is a subsidiary of the Company has

succeeded in negotiation for interest rates reduction on loans with its financial institution creditors. The firstamendment to the loan agreement on June 20, 2002 and the second amendment on June 27, 2003 werecarried out for reduction in floating interest rates to be equivalent to the average of Minimum LendingRates (MLR) quoted by 4 domestic commercial banks for various periods as follows:

MLR - 1.50% for a period from July 1, 2002 until June 30, 2003.MLR - 2.50% for a period from July 1, 2003 until June 30, 2005.MLR - 1.125% for a period from July 1, 2005 until June 30, 2008.MLR under the original loan agreement from July 1, 2008 until the agreement expires.

In addition, its Debt Service Reserve Requirement (DSRR) was adjusted from the originally 6-monthreserve to be a 3-month reserve from July 1, 2003 onwards. This success has reduced the Companyûsinterest burden in 2003 amounting to Baht 801 million and increased its liquidity.

H i g h l i g h t s o fO p e r a t i o n i n 2 0 0 3



An Interim Dividend Payment of Baht 0.75

The meeting of the Board of Directors of the Company No. 8/2546B.E. on August 28, 2003 passeda resolution approving the Company to pay interim dividends for the first 6-month operation period in 2003(from January 1, 2003 until June 30, 2003) at a rate of Baht 0.75 per share, total the amount of Baht1,088 million, whereby dividend was paid to shareholders on September 22, 2003. During the first half of2003, the Company earned the net profit of Baht 2,564 million.

The Company has been rated at çA+é by TRIS

TRIS Rating Company Limited has assigned a rating of çA+é to the Company. This reflects the Companyûs

strong financial position with stable revenues in the form of dividends from its operating subsidiary, Ratchaburi

Electricity Generating Company Limited whereas the Company holds a 99.99 percent stake and good relationship

with its major shareholder, namely the Electricity Generating Authority of Thailand (EGAT).

The Companyûs Subsidiary has been rated at çAA-é by TRISRatchaburi Electricity Generating Company Limited has been assigned a rating of çAA-é by TRIS

Rating Company Limited. This rating reflects a stable and constant stream of cash flow from the RatchaburiPower Plant which has strong fundamentals such as the application of state-of-the-art technology and theoperatorûs long-standing experiences in the power sector by which the Company has longterm operationand maintenance agreement with EGAT for a period of approximately 9 years.

M a n a g e m e n tEstablishment of the Working Group on Good Corporate Governance for the Group

The Board of Directors of the Company has appointed a Good Corporate Governance WorkingGroup to be responsible for implementation of the çGood Corporate Governanceé principle among staffmembers. To achieve objective of good corporate governance, the company has adhered to business ethicbase upon protection of interests of all stakeholders in an equitable and fair manner.

Establishment of Risk Management CommitteeThe Company and Ratchaburi Electricity Generating Company Limited have appointed a risk

management committee to control, monitor and examine the status of risks to promote risk managementmechanism throughout the organization in accordance with the Companyûs policy on the good corporategovernance. In this regard, the Company and its subsidiary have determined the risk characteristics andfactors by studying and analyzing both internal and external factors that tend to affect the operations of theCompany and its subsidiary.


Establishment of the Human Resource and Remuneration Committee

The Board of Directors of the Company has improved the scope and responsibilities of the existingRemuneration Committee to cover the scope of human resource management such as the determinationof policies on recruitment, removal, dismissal and performance appraisal including the management of theremuneration of the Companyûs directors and executives and approved the change of name of theRemuneration Committee to be the Human Resource and Remuneration Committee for executing the saidmissions.

E n v i r o n m e n t a l a n d S o c i e t yISO 14001 Certification for Environmental Management

Ratchaburi Electricity Generating Company Limited has been awarded ISO 14001 certification for itsenvironmental management from Det Norske Veritas (Thailand) Company Limited on July 31, 2003 andongoing monitoring of its operation in environmental management is maintained to keep the standards ofthe Ratchaburi Power Plant to be efficient and internationally recognized. This emphasizes the Companyûscommitment to take responsibility for society and the environment.

The çRatchaburi Power Plantûs Scientific Tour for Childrené Project

During September 24 to October 5, 2003, the Company in conjunction with Ratchaburi ElectricityGenerating Company Limited, its subsidiary, set up the çRatchaburi Power Plantûs Scientific Tour forChildrené Project by taking a group of 970 students and teachers from 7 schools nearby the power plant tovisit çthe 2003 National Science and Technology Weeké for opening up new vistas on science and technologyand enhancing their learning outside the classroom.

Supporting the Construction of çGreen Learning Roomsé

Ratchaburi Electricity Generating Company Limited provided financial support of Baht 2.6 million toEGAT for constructing çgreen classroomsé in 4 schools around the Ratchaburi Power Plant namely (1)Photharam Kindergarten School in Photharam District (2) Damnoen Withaya School in Damnoen SaduakDistrict (3) Tha Makham School in Mueang District and (4) Sai Thamchan School in Damnoen SaduakDistrict. This çGreen Learning Roomsé Project has been set up to encourage the youth for self learningthrough an interactive form of electricity by doing experiment. The said project has been organized underthe Companyûs social responsibility by continually focusing on the importance of scientific education.



Supporting the 34th çRatchaburi Gamesé National Sports Competition

Ratchaburi Electricity Generating Company Limited provided support for the organizing of the 34th

çRatchaburi Gamesé National Sports Competition during December 18-28, 2004 in Ratchaburi Provinceapart from being a sponsor for organizing çRatchaburi Opené Football Game to select football players torepresent Ratchaburi Province in taking part in the 34th National Sports Competition.

A w a r d sSET Award 2003 under the category of Best Corporate Governance Report

from the Stock Exchange of Thailand (SET)

The Company received the SET Award 2003 under the category of Best Corporate GovernanceReport which is an award given to listed companies with outstanding performance for complete compliancewith 15 issues of good corporate governance as prescribed by the SET based on the consideration of theAnnual Registration Statements (Form 56-1), the Annual Report (Form 56-2), notice of a meeting andminutes of a shareholdersû meeting. The award was given by Prime Minister Thaksin Shinawatra on July21, 2003.

Disclosure Report Award 2003 from the Office of the Securities and ExchangeCommission (Office of the SEC)

The Company received the Disclosure Report Award 2003 for listed companies with an excellentinformation disclosure system from the Office of SEC for its second consecutive year based on theconsideration of the Companyûs disclosure of information in its 2002 Annual Registration Statements (Form56-1) which provide clear and sufficient information to investors and enable them to assess important risksby reviewing 5 principal topics namely (1) Executive Summary (2) Nature of Business (3) Risk Factors (4)Transactions with Related Companies and (5) Management Discussion and Analysis (MD&A). In addition,the Company also disclosed other relevant information in compliance with SEC Criteria which include the2002 financial statements which were prepared in accordance with accounting standards wherein anauditor did not express disclaimed opinions due to scope limitation by executives. Therefore, this awardproperly demonstrates the Companyûs commitment in developing its good corporate governance principleto achieve extensive acceptance and reliability both domestically and internationally.


To All Shareholders

In 2003, the overall economy of Thailand recorded a growth rate more than 6 percent which in turnresulted in an increase in power demand. The peak demand in May 2003 showed a strong growth of 8.6 percentwhich was higher than the figure of 6 percent as forecast by the sub-committee in 1997. In addition, therewas an important change which affected the Companyûs business operations in the future, i.e., therestructuring of power business and an approach for supervising power business. According to the cabinetresolution of December 9, 2003, the cabinet gave approval to the restructuring of power business and anapproach for setting up a regulatory body on power business in accordance with the resolution of theNational Energy Policy Council (NEPC) to support the policy of privatizing 3 state power businesses to belisted on the Stock Exchange of Thailand for divesting some portions of their shares to be bought by thepublic so that they will have the rights to be owners of these businesses instead of leaving thesebusinesses being monopolized. In this regard, the Electricity Generating Authority of Thailand (EGAT), theMetropolitan Electricity Authority (MEA) and the Provincial Electricity Authority (PEA) are scheduled to betaken for listing on the SET in mid-2004 and 2005 respectively.

With regard to the Companyûs business operations, in the previous year the Company aimed to seekinvestment in existing power plant projects or projects entering into power purchase agreement withEGAT. On November 14, 2003, the Company succeeded in making an investment in the Tri Energy PowerPlant which is a 750-MW combined cycle power plant by acquring Banpu Gas Power Company Limited(currently, it was renamed to Ratchaburi Gas Company Limited) which holds a 37.5 percent stake in Tri

Mr.Chardpong SiriwitChairman of the Board of Directors

M e s s a g e f r o mT h e C h a i r m a n



Energy Company Limited, causing the Company to have an increased production capacity of 262.5 MWwith a total installed capacity of 3,907.5 MW. In addition, the Company recognized revenues from TriEnergy Company Limited based on the equity method during November 14 to December 31, 2003 in theamount of Baht 95 million.

Furthermore, the Company has vacant land at the Ratchaburi Power Plant available for constructingan additional plant of 2,175 MW capacity which is now under the commencement of conducting anenvironmental impact assessment. This is to make preparations for an increase in power demand inresponse to a strong economic growth rate in the future and it is expected that in the next 3 years, thenational power reserves will decrease to be at an amount of only 15 percent.

With regard to the operations of the Ratchaburi Power Plant which is managed by the Companyûssubsidiary, i.e. Ratchaburi Electricity Generating Company Limited, emphasis has been placed to maintainefficiency in its performance for the availability of power distribution all the times under various mainte-nance schemes performed strictly in accordance with operating periods such as warranty inspection,combustion inspection and minor inspection to ensure that the power plant will be ready for powerdistribution as soon as there is an increase in power demand.

S a t i s f a c t o r y O p e r a t i n g P e r f o r m a n c eIn 2003, it was the first year that the Ratchaburi Power Plant operated at its full capacity of 3,645

MW throughout the year after the 725-MW combined cycle plant block 3 had been transferred from EGATon November 1,2002, resulting in a remarkable growth in the 2003 performance of Ratchaburi ElectricityGenerating Holding Public Company Limited as compared with the previous year. On September 22, 2003,the Company paid interim dividends for the first 6-month operation period in 2003 at Baht 0.75 per share,totaling Baht 1,088 million.

In respect of the operating performance of the Company in 2003, its net profit after tax was Baht5,424 million. Earnings per share were Baht 3.74, an increase of 14.71 percent from the year 2002. TheCompanyûs total revenue was noted to be Baht 35,804 million, comprising revenue from the electricity saleof Baht 35,528 million and other revenues of Baht 276 million. As for the total costs and expenses of Baht30,380 million, they were divided into the costs of sales of Baht 28,204 million, selling and administrativeexpenses of Baht 430 million, interest expenses of Baht 1,703 million and income tax of Baht 43 million.


In 2003, the Company still placed emphasis on the control of costs and expenses to ensure ongoingefficiency. On June 27, 2003, the Companyûs subsidiary, i.e., Ratchaburi Electricity Generating CompanyLimited entered into the second amendment agreement on loans with 15 financial institution creditors forreduction in interest rates from the original rate of MLR-1.50 percent to be MLR-2.50 percent, beingeffective from July 1,2003 until June 30, 2005 as well as the reduction of the debt service reserverequirement (DSRR) from the originally 6-month reserve to be a 3-month reserve. This arrangement hashelped the Company to reduce its debt burden amounting Baht 801.801 million and provided the Companyûscash flow to achieve greater liquidity.

The Companyûs financial position in 2003 still reflects strength which could be seen from its currentliquidity ratio of 1.67 times, net profit margin of 15.15 percent, dividend yield of 22.93 percent, interestcoverage ratio of 2.45 times and EBITDA ratio of 14.37 percent .

In addition, the rating of the organization at çA+é by TRIS Rating Company Limited also reflects theCompanyûs strong financial position with stable revenues from its operating subsidiary, i.e., RatchaburiElectricity Generating Company Limited in the form of constantly paid dividends whereas RatchaburiElectricity Generating Company Limited has been assigned a rating of çAA-é due to its stable and constantstream of cash flow from the Ratchaburi Power Plant which applies state-of-the-art technology and itsmajor shareholder, i.e. EGAT, which has long-standing experience in the power sector as its operator of thepower plant.

U p g r a d i n g t h e S t a n d a r d s o fG o o d C o r p o r a t e G o v e r n a n c eContinued development of the corporate management system is carried out under the Companyûs

principle framework on good corporate governance set forth in 2002 and the SETûs guidelines for goodcorporate governance. In this year the Company focused on the development of the standards of corporategovernance on the operations of the Group of companies to achieve more concision and clearness forlaying down a strong fundamental that can securely support the expansion of businesses in the future.

In addition, the Company still placed emphasis on risk management, whereby on August 1, 2003,the rules governing the Risk Management Committee were prescribed to be a guideline for the purpose ofeffectively controlling, monitoring, inspecting the status of risks and the management of risks for the entireGroup of companies. Subsequently, on September 18, 2003, the meeting of the Board of Directors an-nounced the policy on risk management to be a guideline for the Companyûs risk management to attainacceptable standards.


R e s p o n s i b i l i t i e s f o r S o c i e t y a n d t h eE n v i r o n m e n tThe Company has regarded the aspect of environmental management as another important mission

with its awareness that the efficient power qeneration must be safe and affect the environment to the leastextent. In this regard, such operation has been carried out with emphasis on its utilization of resources toachieve maximum benefits including the conservation of energy and the environment apart from its strictcompliance with the law, rules, orders on environmental aspects of the country and the communities concerned.

The results of operations with regard to environmental aspect were satisfactory in 2003 as theRatchaburi Power Plant which is under the management of the Companyûs subsidiary, i.e., RatchaburiElectricity Generating Company Limited, was awarded ISO 14001 certification for its environmental man-agement system in accordance with the Companyûs target. This certification was awarded by Det NorskeVeritas (Thailand) Company Limited on July 31, 2003.

Moreover, there was the introduction of modern safety management system for practice in theRatchaburi Power Plant to upgrade its safety management system in order to achieve international stan-dards whereas loss control could be carried out efficiently in a systematic manner. These operationstherefore have enhanced greater safety to the working environment of the Ratchaburi Power Plant.

A w a r d sDuring the year 2003, the Company received the SET Award 2003 under the category of Best

Corporate Governance Report which is an award given to listed companies with outstanding performancefor complete compliance with 15 issues of good corporate governance as prescribed by the SET as well asthe Disclosure Report Award 2003 which is an award for listed companies with excellent informationdisclosure for its second consecutive year from the Office of the Securities and Exchange Commission(SEC). These awards attest to the Companyûs commitment in continual development of good corporategovernance to achieve acceptance and reliability extensively both domestically and internationally.

The Companyûs progress and growth in 2003 are therefore the consequences of devotion contrib-uted by the Board of Directors, executive management and all members of staff as well as the supportfrom shareholders, communities and all parties concerned wherein this year success will provide moralsupport and driving force to the Company for steady development. On behalf of Ratchaburi ElectricityGenerating Holding Public Company Limited Group, I wish to express my thanks to all parties on thisoccasion.


B o a r d o fD i r e c t o r s

Mr.Cherdpong SiriwitChairmanChairman, Human Resource andRemuneration Committee

Age 57Education* Master of Economics, Georgetown University, U.S.A.* Bachelor of Economics (Hons.), Thammasat University* National Defence College (class 40)* King Prajadhipokûs Institute çPolitics and Governance in Democratic

Systems for Executiveé 5

Working ExperiencesCurrent* Permanent Secretary, Ministry of Energy* Chairman, EGAT* Chairman, PTT Public Company Limited* Director, PTT Exploration and Production Public Company Limited

Previous* Deputy Permanent Secretary, Ministry of Industry* Secretary-General ,Thai Industrial Standards Institute (TISI), Ministry

of Industry* Director-General , Department of Mineral Resources (DMR),Ministry

of Industry* Director-General, Office of Industrial Economics* Deputy Director - General, Office of Industrial Economics* Secretary - General, Office of the Cane and Sugar Board, Office of

the Permanent Secretary



Mr.Viravat ChlayonIndependent DirectorChairman, Risk Management CommitteeMember, Audit Committee

Age 64Education* Bachelor of Engineering (Mechanical

Engineering), Chulalongkorn University* National Defence College (class35)* The Advanced Management Program

(AMP), Harvard Business School, HarvardUniversity, U.S.A

Working ExperiencesCurrent* Director, Suan Lung Rama9 Foundation* Director, the Control Commission on Price

of Goods and Services (CCP), Ministry ofCommerce

* Advisor to the Minister of Education

Previous* Governor, EGAT* President-Mineral Business, EGAT* Deputy Governor-Administration, EGAT

Mr.Pala SookaweshDirector

Age 63Education* Honorary Doctorate Degree in

Engineering, Chulalongkorn University* M.S. in Industrial Engineering (Operation

Research), Oregon State University, U.S.A.* Bachelor of Engineering (Electrical

Engineering) (2ndClass Honor),Chulalongkorn University

* The Joint State: Private Sector RegularCourse, The National Defence College(class3)

* Cert. In Advanced Management Program,Harvard Business School, HarvardUniversity, U.S.A.

Working ExperiencesCurrent* Chairman, Tri Energy Company Limited* Chairman, the Aromatic (Thailand) Public

Company Limited* Director, PTT Public Company Limited* Director, PTT Exploration and Production

Public Company Limited* Director, EGAT* Director and Chairman of Audit

Committee, Vinythai Public CompanyLimited

Previous* Governor, PTT Company Limited* Executive Vice President, Oil Business,

PTT Company Limited* Deputy Governor, Supply & Refinery Oil,

PTT Company Limited

Mr.Viroj KlangboonkrongIndependent DirectorMember, Audit CommitteeMember, Risk Management Committee

Age 59Education* Master of Engineering, Asian Institute of

Technology* Master of Business Administration,

Thammasat University* Bachelor of Engineering,

Chulalongkorn University

Working ExperiencesCurrent* Director-General, Department of Energy

Business ,Ministry of Energy

Previous* Chief Engineers for Building and Public

Safety Control (Level 10), Public WorksDepartment, Ministry of Interior

* Chief Engineers for Gas and Fuel SafetyRegulation (Level 9), Public WorksDepartment, Ministry of Interior

* Director, Gas and Fuel Safety RegulationDivision, Public Works Department,Ministry of Interior

* Secretary, Public Works Department,Ministry of Interior


Mr.Suchart Thada-ThamrongvechIndependent DirectorChairman, Audit CommitteeMember, Risk Management Committee

Age 51Education* Ph.D., Economics, McMaster University,

Canada* Master of Economics, the London School

of Economics and Political Science, UnitedKingdom

* Bachelor of Economics (Hons.),Thammasat University

* Diploma in National Defence Course, TheNational Defence College (class1)

Working ExperiencesCurrent* Assoc.Prof., Faculty of Economics,

Ramkhamhaeng University* Director and Member of Audit

Committee, Siam City Bank PublicCompany Limited

* Policy Advisor to the Minister of Energy

Previous* Advisor to the Minister of Commerce* Vice-Rector, International Affairs and

Research, Ramkhamhaeng University* Director, the Metropolitan Waterworks

Authority* Director, the Provincial Waterworks

Authority* Director and Member of Audit

Committee, Bangkok Metropolitan BankPublic Company Limited

* Board of Director, Bank for Agricultureand Agricultural Cooperatives

* Director, Bank for Agriculture andAgricultural Cooperatives

* Advisor to the Senate StandingCommittee on Economics, Commerce andIndustry

Mr.Apai ChandanachulakaDirector

Age 60Education* Honorary Doctorate Degree in Public

Administration, Rajabhat Institute Piboonsongkram* Master of Political Science, Thammasat

University* Bachelor of Political Science (Hons.), Thammasat

University* National Defence College (class 33)

Working ExperiencesCurrent* Permanent Secretary, Ministry of Social

Development and Human Security* Director, EGAT

Previous* Permanent Secretary, Ministry of Lobour* Permanent Secretary, Ministry of Lobour

and Social Welfare* Director-General, Department of Local

Administration* Deputy Permanent Secretary for Interior* Director-General, Department of

Corrections* Director-General, Department of

Community Development* Governor of Saraburi province* Governor of Phitsanulok province

Mr.Sujarit PatchimnunDirector

Age 58Education* Master of Political Science, Thammasat

University* Bachelor of Political Science, Thammasat

University

Working ExperiencesCurrent* Director-General, Department of Local

Administration, Ministry of Interior* Director, Provincial Electricity Authority* Chairman, Eastern Water Resources

Development and Management PublicCompany Limited

* Chairman, Eastern Hobas Pipes CompanyLimited

* Director, EGAT

Previous* Director-General, the Community

Development Department, Ministry ofInterior

* Governor of Chonburi province* Governor of Nonthaburi province* Governor of Nakornpanom province



* Specialist attached to the SenateStanding Committee on Finance, Banking,and Financial Institutions

* Specialist attached to the StandingCommittee on Finance, Banking andFinancial Institutions, the House ofRepresentatives

* Advisor to the Committee on Finance andInvestment, the Thai Chamber ofCommerce

* Senior Vice President and ChiefEconomist, Charoen Pokphand Group ofCompanies

* Economist, the World Bank

Mr.Chanin VongkusolkitDirector

Age 51Education* Master of Business Administration

(Finance), St.Louis University, USA.* Bachelor in Economics, Thammasat

University

Working ExperiencesCurrent* Director, the Board of Investment (BOI)* Director and Chairman, Administration

Officer, Banpu PLC.* Director, BLCP Co.,Ltd.* Director, Banpu Power Co.,Ltd

Previous* Director, Tri Energy Co.Ltd.

Mr.Kumphuy JirararuensakDirectorMember, the Human Resource andRemuneration Committee

Age 57Education* Bachelor of Engineering (Electrical

Engineering) (2nd Class Honor),Chulalongkorn University

Working ExperiencesCurrent* Senior Deputy Governor-Transmission

System Group, EGAT

Previous* Deputy Governor-Transmission System

Business, EGAT* Assistant Governor-Transmission System

Operation, EGAT* Vice President Generation Business 1-

Power Plant, EGAT* Director, Northeastern Region Division,

EGAT* Director, Transmission System

Maintenance Division, EGAT

Mr.Boonchoo DireksathaponDirector and Managing Director

Age 57Education* Bachelor Degree of Accounting (2nd Class

Honor), Chulalongkorn University* Fellow Member of the Institute of

Chartered Accountants in England & Wales* Diploma, National Defence College* Certificate, the Senior Executive Program,

SASIN Graduate Institute of BusinessAdministration of Chulalongkorn University

* Certificate, the Finance for SeniorCourse and the Program for ManagementDevelopment (PMD), Business School,Harvard University, U.S.A.

* Diploma, Fellow Member Thai Institute ofDirectors Association

Working ExperiencesCurrent* Chairman Ratchaburi Alliances Co.,Ltd.* Chairman Ratchaburi Gas Co.,Ltd.* Chairman Ratchudom Power Co.,Ltd.* Director, Tri Energy Co.,Ltd.* Chief Financial Officer, EGAT* Director, Ratchaburi Eelectricity

Generating Holding PLC.* Director, Ratchudom Energy Co.,Ltd* Director and Member of Audit Committee,

Advance INFO Service PLC.* Director, SCB Asset Management Co.,Ltd.

Previous* Acting Managing Director Ratchaburi

Electricity Generating Co.,Ltd.* Deputy Governor-Account and Finance

And Acting Deputy Governor-Administration, EGAT





Mr.Narongsak VichetpanDirector

Age 58Education* Master of Engineering (Hydraulic

Engineering), Asian Institute of Technology* Bachelor Degree of Engineering (Civil

Engineering), Chulalongkorn University

Working ExperiencesCurrent* Senior Deputy Governor-Development

Group, EGAT

Previous* Deputy Governor-Policy and Planning, EGAT* Fuel Business President-Fuel Business,

EGAT* Vice President-Fuel Business Planning and

Development, EGAT* Manager, Environmental Division, EGAT

Mr.Areepong Bhoocha-oomIndependent DirectorMember, Human Resources andRemuneration Committee

Age 46Education* Ph.D. Finance, University of Mississippi,

U.S.A.* Master of Business Administration

(Finance), Marshall University, U.S.A.

Working ExperiencesCurrent* Deputy Director, Committee Policy State

Enterprise Offfice* Director, Airport Authority of Thailand* Secretariat to APEC Privatisation Forum

Previous* Director of Privatisation, Office of State

Enterprise & Government Securities,Ministry of Finance

* Director of Privatisation, Office of StateEnterprise, Ministry of Finance

* Fiscal Analyst 9, Office of State Enterprise& Government Securities, Ministry ofFinance

* Division Director of Compensation,Accounting/Financial System, StateEnterprise and Government Security,Ministry of Finance

* Division Director for GovernmentPortfolio Management, Ministry of Finance

Mr.Chalermchai RatnarakDirector

Age 58Education* Master of Water Science and Engineering,

Asian Institute of Technology* Bachelor of Engineering

(Civil Engineering), ChulalongkornUniversity

Working ExperiencesCurrent* Director and President, EGCO

Previous* Senior Governor, EGAT* Deputy Governor-Hydro Plant, EGAT* Assistant Governor-Power Purchase,

EGAT* Director, Business Development Division,

EGAT


E x e c u t i v eO f f i c e r s


Mr.Smarn PhongprapaphanDeputy Managing Director-Business Ventures

Age 59Education* Master of Engineering (Water Resource

Development), Asian Institute ofTechnology

* Bachelor of Engineering (Civil Engineering),Chulalongkorn University

Working ExperiencesCurrent* Deputy Managing Director-Business

Ventures, Ratchaburi ElectricityGenerating Holding PCL.

* Director, Ratchaburi Alliances Co., Ltd.* Director, Ratch Udom Power Co., Ltd.* Director and Acting Managing Director,

Ratchaburi Energy Co., Ltd.1999-2000* Assistant Governor-Business Ventures,

EGAT1995-1999* Director-Portfolio Management Division,

EGAT1990-1995* Assistant Director-System Planning

Division, EGAT

Ms.Vajana AngsukomutkulDeputy Managing Director-Accountingand Finance

Age 57Education* Master of Management, SASIN Graduate

Institute of Business Administration ofChulalongkorn University

* Bachelor of Accounting (2nd ClassHonor), Chulalongkorn University

Working ExperiencesCurrent* Deputy Managing Director-Accounting and

Finance, Ratchaburi Electricity GeneratingHolding PCL.

* Director and Acting Managing Director,Ratch Udom Power Co., Ltd.

* Director and Acting Managing Director,Ratchaburi Gas Co., Ltd.

* Director and Acting Managing Director,Ratchaburi Alliances Co., Ltd.

* Director, Tri Energy Co., Ltd.1997-2000* Assistant Director, Controller Division,

EGAT1995-1997* Chief, Account Finance and Budget

Report and Analysis Department,Controller Division, EGAT

Mr.Boonchoo DireksathaponManaging Director

Age 57Education* Bachelor Degree of Accounting (2nd Class

Honor), Chulalongkorn University* Fellow Member of the Institute of

Chartered Accountants in England & Wales* Diploma, National Defence College* Certificate, the Senior Executive Program,

SASIN Graduate Institute of BusinessAdministration of Chulalongkorn University

* Certificate, the Finance for SeniorCourse and the Program for ManagementDevelopment (PMD), Business School,Harvard University, U.S.A.

* Diploma, Fellow Member Thai Institute ofDirectors Association

Working ExperiencesCurrent* Chairman Ratchaburi Alliances Co.,Ltd.* Chairman Ratchaburi Gas Co.,Ltd.* Chairman Ratchudom Power Co.,Ltd.* Director, Tri Energy Co.,Ltd.* Chief Financial Officer, EGAT* Director, Ratchaburi Eelectricity

Generating Holding PLC.* Director, Ratchudom Energy Co.,Ltd* Director and Member of Audit Committee,

Advance INFO Service PLC.* Director, SCB Asset Management Co.,Ltd.

Previous* Acting Managing Director, Ratchaburi

Electricity Generating Co., Ltd.* Deputy Governor- Account and Finance,

the Electricity Generating Authority ofThailand and Acting Deputy Governor -Administration, theElectricity GeneratingAuthority of Thailand


E x e c u t i v eO f f i c e r s


Mr.Vatchara NoomahanSenior Director, Managing Directorûs Office

Age 52Education* Master of Management, SASIN Graduate

Institute of Business Administration ofChulalongkorn University

* Master of Electrical Engineering,Chulalongkorn University

* Bachelor of Electrical Engineering (2nd ClassHonor), Kasetsart University

Working ExperiencesCurrent* Senior Director, Managing Directorûs

Office, Ratchaburi Electricity GeneratingHolding PCL., assign to working asPresident, Tri Energy Co., Ltd.

2001-2003* Senior Vice President Level 12 Banpu

Group PCL., assign to working asPresident in Tri Energy Co., Ltd.

1995-2001* Vice President Level 11, Banpu Group

PCL., assign to working as OperationsDirector, Tri Energy Co., Ltd.

1994-1995* Assistant Vice President, Business

Development - Power, Banpu PCL.

Mrs.Arunee RojanapenkulDirector, Accounting Division

Age 56Education* Bachelor of Accounting, Chulalongkorn

University* Certificate, Senior Executive Program,

the Graduate Institute of BusinessAdministration of Chulalongkorn University[SASIN]

* Certificate in Advanced Mini MBA,Chulalongkorn University

* Certificate in Mini MBA, ChulalongkornUniversity

Working ExperiencesCurrent* Director, Accounting Division, Ratchaburi

Electricity Generating Holding PCL.1998-2000* Accountant Level 10, Chief, Financial

Analysis and Budgeting Group, DomesticPower Purchase Division, EGAT

1997-1998* Accountant Level 10, Chief, Financial

Analysis Group, Business Venture Division,EGAT

1994-1997* Assistant Chief, Accounting Department,

Accounting Division, EGAT

Mr.Ni-run WongchanglorSenior Director, Managing Directorûs Office

Age 43Education* Master of Management, Asian Institute

of Management (AIM), Philippines* Bachelor of Arts - Accounting, Thammasat

University

Working ExperiencesCurrent* Senior Director, Managing Directorûs

Office, Ratchaburi Electricity GeneratingHolding PCL., assign to working asDirector, Finance and Accounting,Tri Energy Co., Ltd.

1998-2003* Vice President level 11, Banpu Group PCL.,

assign to working as Director, Finance andAccounting, Tri Energy Co., Ltd.

1996-1998* Senior Manager, Investment Division,

Banpu PCL.1993-1996* Senior Manager, Finance Division, Banpu

PCL.1991-1993* Manager, Finance Division, Banpu PCL.1989-1991* Assistant Finance Manager, Finance and

Accounting Division, Banpu PCL.


1998-1999* Chief, Contract Negotiation and Management Group,

Domestic Power Purchase Division, EGAT


Mr.Peerawat PumthongDirector, Business ManagementDivision

Age 45Education* Master of Business

Administration, MonashUniversity, Australia,Certificate of Merit inInternational Business

* Master of Engineering, AsianInstitute of Technology (AIT)

* Bachelor of Engineering (2nd

Class Honor), KhonkaenUniversity

* Certificate in Electric PowerDevelopment from SwedishBoard of Investment andTechnical Support (BITS),Sweden

* Certificate in ASEANExecutive DevelopmentProgram, Business School ofThammasat University

Working ExperiencesCurrent* Director, Business

Management Division,Ratchaburi ElectricityGenerating Holding PCL.

* Acting Deputy ManagingDirector, Ratchaburi EnergyCo., Ltd.

1999-2000* Chief, Business Venture

Group Portfolio ManagementDivision, EGAT

Mr. Prayut ThongsuwanDirector, General AdministrationDivision

Age 45Education* Master of Public and Private

Management, The NationalInstitute of DevelopmentAdministration

* Bachelor of Political Sciences(Public Administration),Thammasat University

* Certificates of Advanced MiniMBA, ChulalongkornUniversity

* Certificate, Senior ExecutiveProgram, the GraduateInstitute of BusinessAdministration ofChulalongkorn University[SASIN]

Working ExperiencesCurrent* Director, General

Administration Division,Ratchaburi ElectricityGenerating Holding PCL.

1998-2000* Chief, Procurement and

General Services Department,Demand Side Managementand Planning Division, EGAT

1997-1998* Assistant Chief, Appliances

Efficiency ImprovementProject, Demand SideImplementation Division,EGAT

Mr.Thoedpan IndramahaDirector, Internal Audit Division

Age 48Education* Bachelor of Accounting,

Chulalongkorn University

Working ExperiencesCurrent* Director, Internal Audit

Division, RatchaburiElectricity Generating HoldingPCL.

1997-2000* Chief, Computer Audit

Department, Internal AuditDivision, EGAT

1996-1997* Assistant Chief, Computer

Audit Department, InternalAudit Division, EGAT

1992-1996* Assistant Chief, Audit

Department 4, Internal AuditDivision, EGAT

Mrs.DaruneeAbhinorasethDirector, Finance Division

Age 53Education* Master of Management,

SASIN Graduate Institute ofBusiness Administration ofChulalongkorn University

* Bachelor of Accounting (2nd

Class Honor), ChulalongkornUniversity

Working ExperiencesCurrent* Director, Finance Division,

Ratchaburi ElectricityGenerating Holding PCL.

1995-2001* Assistant Director, Portfolio

Management Division, EGAT1994-1995* Accountant level 10,

Portfolio ManagementDivision, EGAT

1993-1994* Chief, General Accounting

Department, AccountingDivision, EGAT


O r g a n i z a t i o nC h a r t

Human Resource andRemuneration Committee

Risk ManagementCommittee

Internal Audit Division

Internal AuditDepartment

M a n a g i n g D i r e c t o r

B o a r d o f D i r e c t o r s

Audit Committee

Corporate SecretaryDepartment


Business DevelopmentDepartment

Strateqic PlanningDepartment

Information SystemDevelopment Department

Computer and NetworkOperations Depatment

General AccountingDepartment

Management Accountingand BudgetingDepartment

Investor RelationsDepartment

Treasury DepartmentFinancial Planningand ManagementDepartment

Compliance Department

Procurement andService Department

Public RelationsDepartment Legal Department

Administration andHuman ResourceDepartment

Business Management Division

Accounting Division

Finance Division

General Administration Division

Deputy ManagingDirector-Business

Ventures

Deputy ManagingDirector-Accounting

and Finance


B o a r d o f D i r e c t o r s

At present there are 13 members in the Board of Directors as follows:

1. Mr.Cherdpong Siriwit Chairman of the Board of Directors and Chairman of theHuman Resource and Remuneration Committee

2. Mr.Viravat Chalayon Independent Director; Member of the Audit Committee andChairman of Risk Management Committee

3. Mr.Pala Sookawesh Director4. Mr.Kamphuy Jirararuensak Director and Member of the Human Resource and

Remuneration Committee5. Mr.Narongsak Vichetpan Director6. Mr.Viroj Klangboonkrong Independent Director; Member of the Audit Committee and

Member of the Risk Management Committee7. Mr.Sujarit Patchimnum Director8. Mr.Suchart Thadathamrongvech

Independent Director; Chairman of the Audit Committee andMember of the Risk Management Committee

9. Mr.Chalermchai Ratnarak Director (April 12 - December 14, 2003)10.Mr.Areepong Bhoocha-oom Independent Director and Member of the Human Resource

and Remuneration Committee11.Mr.Apai Chandanachulaka Director12.Mr.Chanin Vongkusolkit Director13.Mr.Boonchoo Direksathapon Director and Managing Director

The Board of Directors of the Company has duties and responsibilities in managing the Companyûsbusinesses, determining policies and making reviews on and approval to the policies and action plans andat the same time has duties to oversee the operations of the Management to be carried out strictly inconsistent with the laid down policies in order to create maximum efficiency and effectiveness under theframework of law, the Companyûs regulations, resolutions of shareholdersû meetings, concerned rulesincluding business ethics to achieve the Companyûs objectives.

In general, a meeting of the Board is scheduled to be held once a month by sending the agenda ofa meeting with sufficient and complete accompanying relevant fact sheets to the directors well in advance

M a n a g e m e n t a n dS h a r e h o l d i n g S t r u c t u r e



so that the directors can manage time appropriately and sufficiently to discuss and consider importantissues in a reasonable and careful manner.

I n d e p e n d e n t D i r e c t o r sOf the 13 board members, there are 4 members being independent directors namely:1.Mr.Suchart Thadathamrongvech2.Mr.Viravat Chalayon3.Mr.Viroj Klangboonkrong4.Mr.Areepong Bhoocha-oom

The independent directors have duties to give consideration with independent discretion to ensurethat the Companyûs policies, action plans and management are duly and properly implemented and carriedout in compliance with law, the Companyûs objectives and resolutions of shareholdersû meetings to equitablysafeguard the benefits of shareholders.

A u d i t C o m m i t t e eOf the 13 board members, there are 3 members being members of the Audit Committee with the

management serving as the secretary of the Committee. The members are as follows:1. Mr.Suchart Thadathamrongvech Chairman of the Audit Committee2. Mr.Viravat Chalayon Member of the Audit Committee3. Mr.Viroj Klangboonkrong Member of the Audit Committee4. Mr.Thoedpan Indramaha Director of Internal Audit Division serving as the

Secretary of the Audit Committee

The Audit Committee is responsible for reviewing the Companyûs financial reports to ensure theiraccuracy and adequacy, examining the effectiveness and appropriateness of the Companyûs internal controland internal audit systems as well as monitoring the Company to operate in compliance with law onsecurities and stock exchange, rules and regulations of the Stock Exchange of Thailand or other law relateto the Companyûs business.

In addition, the Audit Committee has duties in proposing the selection and appointment of anauditor of the Company and its subsidiaries as well as an auditorûs remuneration and present its proposalto the Board of Directors for consent and subsequently forward to a shareholdersû meeting for considerationand approval. In cases where there are connected transactions and those of potential conflict of interest,the Audit Committee shall give consideration for the Companyûs disclosure of accurate and complete


information. Another responsibility is to prepare the Audit Committeeûs report on corporate governancewhich is to be signed by the Chairman of the Audit Committee and disclosed in the Companyûs AnnualReport on Page 60

The Audit Committee also plays a key role in reviewing the performance of the Internal AuditDivision in various areas, including considering the approval to the scope of work, the annual audit plan andbudget as well as personnel to ensure their sufficiency and appropriateness to responsibilities. The Committeealso reviews the appointment, transfer or dismissal of the Internal Audit Division Director as well asreviewing reports on the performance and independence of the Internal Audit Division.

H u m a n R e s o u r c e a n d R e m u n e r a t i o n C o m m i t t e e Of the 13 board members, there are 3 members being members of the Human Resource and

Remuneration Committee with the management serving as the secretary of the Committee. The membersare as follows:

1. Mr.Cherdpong Siriwit Chairman of the Human Resource and RemunerationCommittee

2. Mr.Khampui Cherararuensak Member of the Human Resource andRemuneration Committee

3. Mr.Areepong Bhoocha-oom Member of the Human Resource andRemuneration Committee

4. Ms.Vajana Angsukomutkul Deputy Managing Director-Accounting and Finance asthe Secretary of the Human Resource and RemunerationCommittee

The Committee on Human Resource and Remuneration Committee is in charge of the managementof human resource and remuneration for the Board of Directors, sub-committees and top management ofthe Group which includes the setting of visions and strategies in human resources and development plansfor executives of the Group of companies, the supervision of the size of committees in the Group tomaintain their appropriateness including making adjustments to meet the changing environment. Anotherduties include the setting of clearly defined, transparent and appropriate policies, rules, methods andprocesses that are beneficial to the organization in the recruitment, removal, dismissal of directors and topmanagement of the Group of companies to ensure that the Group will have experienced and competentexecutive boards suitable for undertaking the businesses of the Group in an efficient fashion to achievesuccess. The Committee is also responsible for the selection and nomination of qualified persons to holdthe position of directors and top management of the Group of companies.


Furthermore, the Committee is also responsible for formulating policies and strategies in payingremuneration such as salaries, meeting†allowances, allowances, bonuses or other kinds of benefits todirectors and top management of the Group for further proposing to the Board of Directors of the Companyfor consideration and approval under clear-cut, transparent and appropriate criteria suitable for duties andresponsibilities, based on performance to persuade, maintain and motivate personnel having high potentialand required qualifications including the determination of effective guidelines, rules, procedures and processesin appraising the performance of the Board of Directors and top management of the Group by makingcomparison with the annual goals related to the jointly formulated business plans as well as taking anincrease of the shareholdersû equity in the long run into consideration for performance appraisal.

R i s k M a n a g e m e n t C o m m i t t e eIn order to provide means to control, monitor, check and oversee the status of risks and manage

risks efficiently throughout the organization and to promote the good corporate governance principles, theBoard of Directors therefore passed a resolution in 2003 to set up a risk management committee comprisingthe following members:

1. Mr.Viravat Chalayon Chairman of the Risk Management Committee2. Mr.Suchart Thadathamrongvech Member of the Risk Management Committee3. Mr.viroj Klangboonkrong Member of the Risk Management Committee4. Mr.Thoedpan Indramaha Director of Internal Audit Division serving as the Secretary of

the Risk Management Committee

The Risk Management Committee has duties in considering and screening the overall policies andguidelines of the Company on risk management which covers various important risks such as financialrisks, investment risks and risks affecting the reputation of business etc. for presenting to the Board ofDirectors for approval in addition to being in charge of formulating strategies and approaches for managingthe Companyûs risks to be in consistent with the policy on risk management.

Besides, the Risk Management Committee has set up a working group on risk management byassigning duties in identifying the nature of risks and risk factors, studying and analyzing risk factors bothinternally and externally that affect the Companyûs operations of business, studying and proposing guidelines aswell as preparing reports on risk management to be submitted to the Risk Management Committee forconsideration.

A u t h o r i z e d D i r e c t o r s o n B e h a l f o f t h e C o m p a n yAuthorized directors to sign on behalf of the Company shall be either Mr.Cherdpong Siriwit, Chairman

of the Board or Mr. Boonchoo Direksathapon, Managing Director signing his name and affixing the Companyûsseal or any of two directors jointly signing their names and affixing the Companyûs seal.


T h e C o m p a n yû sT o p T e n S h a r e h o d e r s

Source : Thailand Securities Depository Company Limited

1 Electricity Generating Authority of Thailand 652,500,000 45.002 Banpu Public Company Limited Group 217,400,000 14.993 EGAT Employeeûs Provident Fund 43,060,996 2.974 Goverment Saving Bank 38,000,000 2.625 CHASE NOMINEES LIMITED 18,031,200 1.246 HSBC Group 17,766,000 1.237 STATE STREET BANK AND TRUST COMPANY 15,205,337 1.058 The Government Pension Fund 11,300,900 0.789 Thai NVDR Company Limited 5,389,500 0.3710 SCB Securities Company Limited 5,000,000 0.35

Total 1,023,653,933 70.60

Number of Shares %

The TOP TEN shareholders of Ratchaburi Electricity Generating Holding Public Company Limited(as at October 24, 2003) are as follows:

Banpu Public Company Limited Group

SCB Securities Company Limited

Thai NVDR Company Limited

The Government Pension Fund

State Street Bank andTrust Company

HSBC Group

Chase NomineesLimited

GovermentSaving Bank

EGAT Employeeûs Provident Fund

Electricity Generating Authority of Thailand

14.99%

0.35%

0.37%

0.78%

1.05%

1.23%

1.24%

2.62%

2.97%

45.00%

General Public 29.40%


S h a r e h o l d i n gS t r u c t u r e

Ratchaburi Electricity Generating Holding PCL.

37.5%

Tri Energy Company Limited

99.99%

99.99%

99.99%

Ratchaburi EnergyCompany Limited

Ratchaburi Electricity GeneratingCompany Limited

99.99% 99.99%


Ratchaburi Electricity Generating Holding Public Company Limited was established on March 7,2000 and at present it has registered and paid-up share capital of Baht 14,500 million with its nature ofbusiness operation engaging in investment in subsidiaries in the form of a holding company. The Companyûscore revenues come from dividends from its subsidiaries i.e., Ratchaburi Electricity Generating CompanyLimited, Ratchaburi Energy Company Limited and Ratchaburi Gas Company Limited at a rate of 100 percentof net profit after deducting capital reserves complied by law and other reserves. The Company has thedividend payment policy at a rate not less than 40 percent of its net profit after deducting legal reserves andother capital reserves.

At present, the Company holds a 99.99 percent stake in 5 subsidiaries namely Ratchaburi ElectricityGenerating Company Limited, Ratchaburi Energy Company Limited, Ratchaburi Gas Company Limited ,Ratch Udom Power Company Limited and Ratchaburi Alliances Company Limited. In this regard, theCompany has set clear corporate strategies and directions to facilitate its development goals and expansionin businesses, mainly by focusing on investing in power generation and related businesses. The Companywill also provide adequate financial supports for their operations including taking part in formulating policiesand monitoring the performance of these invested companies.

S u b s i d i a r i e s1. Ratchaburi Electricity Generating Company Limited

Ratchaburi Electricity Generating Company Limited was established on March 20, 2000 by whichthe Company holds a 99.99 percent stake in it, with current registered and paid-up capital of Baht 18,275 millionincorporated to power generation. Its power plant is located in Ratchaburi Province on an area of 2,158 raicovering 3 districts in Ratchaburi province namely Damnoen Saduak district, Photharam district and Mueangdistrict of Ratchaburi Province. The Ratchaburi Power Plant employs state-of-the-art technology for productionand uses natural gas from the Yadana and the Yetakun sources in the Union of Myanmar as its primary fuelto generate electricity. It has 2 types of power plant comprising :

1. Thermal Power Plant Units 1-2 with an installed capacity of 735 MW each and a totalcapacity of 1,470 MW, using natural gas as their primary fuel and fuel oil as secondary source.

2. Combined Cycle Power Plant Blocks 1-3 with an installed capacity of 725 MW each and a totalcapacity of 2,175 MW, using natural gas as their primary fuel and diesel as secondary fuel

Currently, Ratchaburi Electricity Generating Company Limited is the largest independent powerproducer (IPP) in Thailand with a total installed capacity of 3,645 MW or 14 percent of the countryûs totalproduction capacity.

N a t u r e o fB u s i n e s s



2. Ratchaburi Energy Company Limited

Ratchaburi Energy Company Limited was established on September 4, 2001 with current registeredand paid-up capital of Baht 190 million by which the Company holds a 99.99 percent stake. Its objective isto focus on investment in the business of power generation in accordance with the Companyûs goals andoperation plans, aiming to create added value to the Companyûs shareholders.

Currently, Ratchaburi Energy Company Limited has planned to implement 3 projects of installingsmall hydro power generators at 3 dams of the Royal Irrigation Department namely Pasak Chonlasit Damin Lopburi Province, Chao Phraya Dam in Chainat Province and Khlong Tha Dan Dam in Nakhon NayokProvince. On April 9, 2003, the Committee of the Energy Conservation Promotion Fund (ENCON Fund) hada resolution approving the granting of energy payments of Baht 0.20 per unit for transmitting power to thepower system for the projects of installing small hydro power generators at Pasak Chonlasit Dam, ChaoPhraya Dam and Khlong Tha Dan Dam. However, the construction cannot start as the company has to waitfor the permission of the Treasury Department to use the said areas for construction. The completion dateof the project thus cannot be determined definitely.

3. Ratchaburi Gas Company Limited

The Company has invested in Tri Energy Company Limited which is an operator of the 700-MW TriEnergy Power Plant in Ratchaburi Province by acquiring 50 million ordinary shares of Banpu Gas PowerCompany Limited worth Baht 2.1 billion wherein Banpu Gas Power Company Limited held a 37.5 percentstake in Tri Energy Company Limited. Such investment has caused the Company to holds a 99.99 percentstake in Banpu Gas Power Company Limited and become a shareholder in Tri Energy Company Limited ata proportion of 37.5 percent, giving an increased capacity of 262.5 MW for the Companyûs portion.Meanwhile, the Company signed a memorandum of understanding for strategic alliance in power genera-tion and distribution with Banpu Public Company Limited and on January 8, 2004, Banpu Gas PowerCompany Limited was renamed to Ratchaburi Gas Company Limited.

4. Ratch Udom Power Company Limited

Ratch Udom Power Company Limited was established on November 20, 2003 with registeredcapital of Baht 0.4 million by which the Company holds a 99.99 percent stake. Its objective is to invest inRatchaburi Alliances Company Limited.

5. Ratchaburi Alliances Company LimitedRatchaburi Alliances Company Limited was established on January 9, 2004 with registered capital of

Baht 0.2 million by which Ratch Udom Power Company Limited holds a 99.99 percent stake. Its objectiveis to make an investment in the power business in the future.


Electricity Sales Ratchaburi Electricity 99.99Availability Payment (AP) Generating Co.,Ltd. 11,897.429 33.23 9,360.022 33.24Energy Payment (EP) 23,630.885 66.00 18,133.195 64.41

Sales of Service Ratchaburi Electricity GeneratingHolding PCL. 2.222 0.01

Equity in net income of Tri Energy Co.,Ltd. Ratchaburi Gas Co.,Ltd. 99.99 94.520 0.26 - -Interest Income Ratchaburi Electricity 22.644 0.06 25.971 0.09

Generating Holding PCL.Ratchaburi Electricity 99.99 128.206 0.36 148.480 0.53Generating Co.,Ltd.Ratchaburi Energy Co.,Ltd. 99.99 2.598 0.01 0.238 -Ratchaburi Gas Co.,Ltd. 99.99 0.072 - - -

Compensation for late transfer Ratchaburi Electricity 99.99 322.302 1.14of combined cycle power plant Generating Co.,Ltd.Compensation for Combustion System Ratchaburi Electricity 99.99 132.110 0.47Improvement of combined cycle power pant Generating Co.,Ltd.Others Ratchaburi Electricity

Generating Holding PCL. 0.097 - 0.019 -Ratchaburi ElectricityGenerating Co.,Ltd. 99.99 24.956 0.07 32.525 0.12Ratchaburi Energy Co.,Ltd. 99.99 0.068 - -

Total Revenues 35,803.697 100.00 28,154.862 100.00

Revenue Structure of the Company and its Subsidiaries 2002 - 2003Companyûs

Company Shareholding 2003 2002(%)

R e v e n u e S t r u c t u r e o f t h e C o m p a n y a n dI t s S u b s i d i a r i e s

The basic revenue structure of Ratchaburi Electricity Generating Company Limited under the powerpurchase agreement of the Ratchaburi Power Plant can be divided into 2 main parts namely:

1. Availability Payment (çAPé)Availability payments are designated to cover all fixed costs such as operating expenses, mainte-

nance expenses, selling and administrative expenses, debt servicing and return on investment for share-holders. In general, availability payments are subjected to the readiness of a power plant whether it cangenerate and distribute power as specified by EGAT or not, irrespective of whether dispatch is made or not.

2. Energy Payment (çEPé)Ratchaburi Electricity Generating Company Limited will receive energy payments when it generates

electrical energy and distribute it to the power transmission of EGAT. In this regard, energy paymentsconsist of two important components namely :

1. Fuel Payments2. Variable Operating and Maintenance PaymentsIn respect of the revenue structure of Tri Energy Company Limited by which Ratchaburi Gas

Company Limited holds a 37.5 percent stake, its availability payments can be divided into 2 parts namelyavailability payments for the first portion which cover the part of all investments and availability paymentsfor the second portion which cover fixed costs such as operating and maintenance expenses etc. whereasits energy payments are of similar nature as that of Ratchaburi Electricity Generating Company Limited.

Type of Revenue

Revenue

MillionBaht

% MillionBaht

%


1. Peak Demand throughout the Fiscal Year 2003 as Compared with 2002In 2003, the peak demand which was an increase of approximately 8.63 percent from the year before was

noted in May at 18,121 MW. It increased from 16,681 MW in April, 2002.

2. Forecasts of Peak Demand and Electricity GenerationThe peak demand as forecast by the Thailand Load Forecasting Subcommittee which was prepared in

August 2002 based on an assumption of economic scenarios was consistent with the forecast of the countryûs

economic conditions given by the Office of the National Economic and Social Development Board (NESDB) which

specified that the Thai economy would grow by an average rate of 4-5% per annum. However, as EGAT wished

to revise its power generation capacity development plan quickly while the Thailand Load Forecasting Subcommittee

did not update its forecast, EGAT thus has prepared a new power demand forecast based on the following

principles:

- The power demand value in 2003 was adjusted to the real demand value.

- The increase rate in 2004 is equal to the rate in 2003.

- From 2005 onwards, the increase rate will be equal to the rate specified in August 2002.

Source : EGAT

Peak Demand throughout the Fiscal Year 2003 Compared with 2002

2002 2003

Oct Nov Dec Jan Feb March Aug April May Jun July Sep

20,000

18,000

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

-

Megawatts

T h e I n d u s t r y a n dC o m p e t i t i o n


Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Month


Source : Thailand Load Forecasting Subcommittee as prepared in February 2002.

P o w e r I n d u s t r yAccording to the cabinet resolution on December 9, 2003 which approved a proposal for restructur-

ing power business and an approach for establishing a regulatory body on power business in accordancewith the resolution of the National Energy Policy Council (NEPC) to support the policy of privatizing 3 statepower businesses to be listed on the SET for divesting some portions of their shares to the instead of statemonopoly. In the year 2004, EGAT will be the first state agency to be listed on the SET and if nothing ischanged, the Metropolitan Electricity Authority (MEA) and the Provincial Electricity Authority (PEA) will betaken for listing on the SET at the end of 2004 or within 2005 at the latest.

In this regard, the structure model of Thailandûs power business will be changed from the presentstructure whereby EGAT is still the agency generating power, supervising power systems and single powerpurchaser as originally planned. However, there will be a separation of accounting system between the

The results of the forecast of peak demand and Electricity Generation performed by the Thailand Load

Forecasting Subcommittee are as follows :

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 year

Graph showing the forecasts of peak demand and Electricity Generetion demand in each year

300,000

275,000

250,000

225,000

200,000

175,000

150,000

125,000

100,000

40,000

35,000

30,000

25,000

20,000

15,000

10,000

Million kilowatts hourMegawatts

Peak Demand

Electricity Generation

Note : October 1 - September 30

Fiscal Year 1Increased from to Increased Amount

2002 - 2006 16,126 22,394 6,268 6.79

2007 - 2011 22,394 30,331 7,937 6.26

2012 - 2015 30,331 38,019 7,688 5.81

Peak Demand (Megawatts)% Increase (Average)

1


PowerPurchase from

abroad

Private PowerProducers

IPP SPP

EGAT

MEA PEA

Power Users

Regulatory Body on Power Business

Generation

TransmissionSystem

Retail andDistribution

System

EGAT

Pow

erPl

ants

SO

DirectBuyer

business of power generation and the business of power transmission line for clearness. More impor-tantly, a regulatory body will be established to oversee the business for transparency in distribution ofpower and to regulate the operation of system operator having duties to run power plants and oversee thecompetition processes for constructing new power plants by which EGAT and interested private powerproducers can participate in competitions by tendering their bids for constructing new power plants. Theestablishment of this regulatory body will provide a secured system to maintain the level of prices andappropriate quality of services for protecting power consumers.

Regarding the operations of MEA and PEA, these agencies are still operators in power distributionand power retailing within the areas under oneûs own responsibility. However, there will be a clearseparation of accounting between the business of power distribution and power supply to enhance effi-ciency under the operations of these 2 agencies to check that the revenues under each unit of operationoriginated from what source and to what amount.

In this connection, the Office of the Power Regulatory Commission, which is an agency under theMinistry of Energy will be set up to regulate power business. The Board of Commission will comprise 7members coming from qualified persons in the fields of energy, economy, engineering, finance and law bywhich one member will hold office as the Chief of the Office.

Present Structure of Power Business as an Enhanced Single Buyer (EBS)



1. Risk Related to Operations From the time after EGAT has completed its performance testing on machines to determine

technical characteristics until the Final Acceptance Date (FAD) on which a certificate is issued to each

power plant, EGAT will pay availability payments based on a power generation capacity and the tested

characteristics of the power generating unit. In this regard, Ratchaburi Electricity Generating Company

Limited will be responsible for maintaining such characteristics and take risks for being fined if the availabil-

ity of power declines for any reasons other than the machinery defects.

However, to reduce risks caused by a decrease in revenues due to the taking of fines deducted

from the availability payments, the power purchase agreements shall determine limitation to these penal-

ties by specifying that there shall be no fine imposed if the amount of fine from certain penalties is lower

than the minimum rate (0.5 percent of the annual availability payments) and fines shall not be imposed

greater than the maximum rate (2 percent of the annual availability payments).

2 Risks related to the restructuring of power business in the futureAccording to the cabinet resolution on December 9, 2003, the restructuring of power business in

the ESB form was approved in principle to ensure more stability in the national power system. Under this

new structure, EGAT will play a major role in power generation and transmission while MEA and PEA will

be responsible for power distribution and power retailing. Meanwhile, the regulatory body on power

business will have duties in forecasting power demand and the needs for new power plants as well as

determining regulations in purchasing power from new power plants, regulating tariffs and maintaining the

quality level of services rendered by power plants

The restructuring of power business in the future may produce direct impacts on business direc-

tions and competition conditions in the future towards companies engaging in power generation business

both with and without purchase agreements with EGAT. However, since Ratchaburi Electricity Generating

Company Limited has entered into a power purchase agreement with EGAT for a period of 25 years and

moreover, under the ESB structure wherein EGAT is also a direct power purchaser, it is expected that the

Companyûs annual revenues to be received under this agreement will not be affected in any way

R i s k s i n B u s i n e s sO p e r a t i o n


3. Financial Risks3.1 Risk from Interest RatesAlthough the long term loans of Ratchaburi Electricity Generating Company Limited has a floating

interest rate, its revenue structure will be compensated for fluctuations in interest rates under the power

purchase agreement with EGAT. Therefore, there is no risks from fluctuations in interest rates.

3.2 Risk from Exchange RatesSince Ratchaburi Electricity Generating Company Limited has all loans in Thai Baht currency and its

revenues are also in Thai Baht, therefore there are no risks arising from exchange rates.

For equipment and spare parts to be ordered from foreign countries, EGAT will compensate for

fluctuations in exchange rates for buying spare parts from foreign countries on the part of revenues under

the power purchase agreement entered with EGAT.

3.3 Risks from Inflation RatesThe operating expenses related to Thai Baht currency under the power purchase agreement have

already been compensated for fluctuations from Thai consumer price index (Thai CPI).

In respect of the operating expenses related to foreign currency, such as the cost of spare parts that

must be imported, if these costs escalate higher than the Manufacturing Unit Value Index (MUV) as

declared by the World Bank, Ratchaburi Electricity Generating Company Limited will be compensated for

some portion of the increased prices as agreed upon in the power purchase agreement.

In respect of the 3 projects of Ratchaburi Energy Company Limited, as the projects have not yet

been implemented in 2003 , therefore there are no risks from such project.



As the Government has restructured power business by which EGAT remains a power producer,

single power purchaser and power system supervisor. More importantly, there will be an establishment of

a regulatory body to encourage more competitive environment whereby EGAT and interested private power

producers can take part by tendering their bids for constructing new power plants. These processes will

open an opportunity for the Company to expand its power business in response to increasing power

demand of the country. In this regard, the Company will have advantages in that the existing facilities of

Ratchaburi Power Plant and the Tri Energy Power Plant suitable for expansion of 3 combined cycle power

plant blocks using natural gas as fuel with a total capacity of 2,175 MW and 1 power plant block with a total

capacity of 700 MW respectively.

The Company thus has determined the investment policies for powergenerating business and other related business such as :

1. To invest by acquiring shares of the existing projects in large and small power plants both

domestically and internationally.

2. To invest by acquiring shares of the power projects which are under construction and have the

long-term power purchase agreements.

3. To invest in the power generating bussiness by using renewable energy such as the installation

of a small hydro power plant at the rear of the Royal Irrigation Departmentûs dams, or using wind, solar cell

and biomass energy, etc. to be in line with the Governmentûs policies and energy strategies which specify

that a new power plant which will sell power to EGAT must construct a plant using renewable energy at

a rate of 4 percent of its generating capacity for selling.

F u t u r eP r o j e c t s



The Company has transactions with certain related parties which may incur any conflicts of interestwith the nature of relationship as follows:

1. The Company and Ratchaburi Electricity Generating Company Limited are relatedparties by which the Companyûs directors are the directors and shareholders of RatchaburiElectricity Generating Company Limited. The connected transaction between these twoparties is as follows:

1.1 Agreement for providing management servicesThe Company has entered into an agreement for providing management services with Ratchaburi

Electricity Generating Company Limited for a period of 3 years from January 2, 2003 until December 31, 2005.In the year 2003, the Company had service income from Ratchaburi Electricity Generating Company

Limited in the amount of Baht 1.222 million.

2. The Company and Ratchaburi Energy Company Limited are related parties bywhich the Companyûs directors are the directors and shareholders of Ratchaburi EnergyCompany Limited. The connected transaction between these two parties is as follows:

2.1 Agreement for providing management servicesThe Company has entered into an agreement for providing management services with Ratchaburi

Energy Company Limited for a period of 3 years from January 2, 2003 until December 31, 2005.In the year 2003, the Company had service income from Ratchaburi Energy Company Limited in the

amount of Baht 0.361 million.

3. The Company and Banpu Public Company Limited (Banpu Plc.) are related partiesby which Banpu holds a 14.99 percent stake in the Company and the executive of Banpuis the Companyûs director. The connected transactions between these two parties are asfollows:

3.1 Investment in Tri Energy Company Limited by acquiring Banpu Gas Power Company LimitedOn November 14, 2003, the Company bought Banpu Gas Power Company Limited which held a

37.5 percent stake in Tri Energy Company Limited from Banpu Power Company Limited and SynergyPower Company Limited which is a subsidiary of Banpu Public Company Limited with the total amount oftransactions of Baht 2,100 million, dividing into the price of purchasing the shares of Banpu Gas PowerCompany Limited in the amount of Baht 1,165.900 million and the giving of loans to Banpu Gas PowerCompany Limited in the amount of Baht 934.100 million. The interest rate is charged equivalent to one yeardeposit rate for juristic person of Siam Commercial Bank PCL. plus 1% by which the balance of loans as atDecember 31, 2003 amounted to Baht 718.200 million.

3.2 Appointment of the executive of Banpu Plc. to be the Companyûs directorOn November 6, 2003, the extraordinary shareholdersû meeting of the Company No. 1/2546 B.E.

had a resolution appointing Mr. Chanin Vongkusolkit, the executive of Banpu Plc. to be the Companyûsdirector being effective from November 14, 2003 onwards.

T r a n s a c t i o n w i t hR e l a t e d C o m p a n i e s


4. The Company and Tri Energy Company Limited are related parties by which theCompanyûs directors are the directors and shareholders of Tri Energy Company Limited.The connected transaction between these two parties is as follows:

4.1 Agreement for providing management servicesOn November 14, 2003, the Company entered into a service provision agreement with Tri Energy

Company Limited to provide management services in various aspects.In the year 2003, the Company had service income from Tri Energy Company Limited from November

14 to December 31, 2003 in the amount of Baht 2.222 million.

5. The Company and EGAT are related parties by which EGAT is the major share-holder of the Company and some directors of EGAT are the directors of the Company.Related agreements are as follows:

5.1 Contract for a feasibility study on the expansion of the Ratchaburi Power PlantThe Company entered into a contract hiring EGAT to be a consultant for the project of expanding the

Ratchaburi Power Plantûs Combined Cycle Blocks 4, 5, and 6 on February 22, 2002. The amount of thecontracted work was totally Baht 5.200 million (excluding VAT).

The feasibility study and conceptual design were already carried out. As for the EIA Management,at present it is being conducted. In the year 2003, the Company had expenses for the EIA management inthe total amount of Baht 0.440 million.

5.2 Memorandum of Agreement on the Program of Promoting Small Power Producers (SPPs) UsingRenewable Energy

On October 12, 2001, the Company and EGAT entered into a memorandum of agreement on theprogram of promoting small power producers (SPPs) using renewable energy by jointly submitting aproposal to the National Energy Policy Office (NEPO) for receiving financial support from the EnergyConservation Promotion Fund under the program of promoting small power producers using renewableenergy. In this regard, the Company and EGAT has jointly conducted a feasibility study in respect ofengineering and made an investment in installing power generators at 4 dams of the Royal IrrigationDepartment namely Pasak Chonlasit Dam, Chao Phraya Dam, Khlong Tha Dan Dam and Naresuan Dam bywhich EGAT will act as an operator whereas the Company will be responsible for expenses at a rate of 51percent and the remaining amount of 49 percent is responsible by EGAT. In this regard, the feasibilitystudies on the 4 projects were completed in 2003 and the Company has already made a payment of Baht5.089 million to EGAT.

5.3 Contract for a feasibility study on the rice husk-fueled power plant project in AyutthayaThe Company entered into a contract hiring EGAT to conduct a feasibility study on the rice husk-

fueled power plant project in Ayutthaya on October 29, 2002 at Baht 1.600 million for the contract amount(excluding VAT) by which EGAT completed the feasibility study under the scope of work specified in thecontract on March 6, 2003 and the Company made payment in accordance with the portion of completedwork at Baht 0.375 million. With regard to the outstanding work, the Company notified EGAT that theCompany would cancel the work because the project was not worthwhile for investment according to the study.


6. Ratchaburi Electricity Generating Company Limited and EGAT are related partiesby which some directors of EGAT are the directors of Ratchaburi Electricity GeneratingCompany Limited. Related agreements are as follows:

6.1 Purchase Agreement of the Ratchaburi Thermal Power Plant Units 1 and 2Ratchaburi Electricity Generating Company Limited made an advance payment of Baht 400 million

for the fuel oil transport system (as part of the property totally amounted to Baht 30,472 million and therehad been the transfer of the Ratchaburi Thermal Power Plant Units 1 and 2 on October 31, 2000 pursuantto the Agreement). At present, EGAT has Best Tech & Engineering Company Limited and Thai RotaryEngineering Company Limited which is a joint venture as its contractor for constructing the fuel oil transportsystem until completion for delivery to Ratchaburi Electricity Generatin

Documents

C o n t e n t s05 Ratchaburi Electricity Generating Holding Public Company Limited F i n a n c i a l R a t i o s Liquidity Ratio 2003 2002 Current Ratio (Times) 1.67 1.82 ... On January