Egco 08

Contents

3 Vision and Value

10 2008 Highlight

14 Financial Overview

16 Message from the Chairman

19 Board of Directors and Management

30 Positions of EGCO,s Management

33 Organization Chart

34 Group Structure and Shareholders

37 Business Characteristics

44 Power Industry and Competition

46 Shareholding and Management Structure

67 Corporate Governance Report

96 EGCO & Shareholders and Investors

99 EGCO Group and Employees

102 EGCO Group and Corporate Social

Responsibility

107 Management Discussion and Analysis

119 Related Transactions

124 Statement of Directors, Responsibilities

125 Audit Committee,s Report

128 Auditor,s Report

129 Report and Consolidated

Financial Statements

182 Audit Fee

183 Report on the donation on behalf

of all shareholders who elect to receive

the Annual Report in the electronic form

184 General Information

189 Referenced Persons

190 Index of Articles Required for

the 56-2 Form

191 Glossary

Circle of Success

Since we believe that a good start will lead to a successful outcome, we, Electricity Generating Public Company Limited or EGCO Group, are

committed to carry out our business while taking care of the community,

society and the environment. The smiles and happiness of our shareholders,

employees and Thai people are always important to us.

Because every beginning is meaningful, we will endeavor to ensure that we

do everything right from the start. As a result, we will achieve a sustainable

business growth together with the happiness of the society and the nation.

The Electricity Generating Public Company Limited and all the subsidiaries,

intend to conduct our vision, mission, commitment and values as follows.

Vision To be the leading Thai integrated electric power company with comprehensive energy services in

Thailand and in the ASEAN region, with full commitment to environment protection and social

development support

Mission To maximize shareholders value

To offer reliable quality power supply at reasonable price

To create a work environment which promotes professionalism, good teamwork and equitable

treatment

To be a good corporate citizen and be sensitive to society and environment

Commitment We commit to promote the value and foster corporate culture in consistent with the good

corporate governance principles as follows.

Account for shareholders and other stakeholders by protecting the company assets as well as

the good reputation.

Establish clear responsibilities in accordance with the entrusted mission with discipline and

awareness of existing and future risks.

Have clear and transparent decision making and working procedures.

Treat the stakeholders equitably and avoid bias or situation that may raise any conflict of

interest.

Create sustainable wealth and long-term value.

Constantly adopt the best practices to continuously increase the competitiveness.

Be sensitive to community and environment concerns.

Value We will conduct our business with honesty, integrity and ethics.

We will carry out our business in compliance with all applicable business and commercial laws.

We will show respect and take into account the local traditions and cultures.

We will use natural resources in an efficient and environmentally responsible manner.

We expect our employees to carry out their responsibilities in a professional manner and with team

spirit.

10

2008 Highlights

Awards and Recognition EGCO

May Being ranked 8th for best top ten companies in Thailand and 4th for best public companies in

power and utility industry in a poll conducted by Finance and Banking Magazine

June Being ranked 7th for best investor relations and 4th for being most committed to a strong

dividend policy for listed companies in Thailand in a poll conducted by FinanceAsia.

July Being rated the score of 105 from the quality assessment of 2008 Annual General Shareholders

Meeting organized by the Securities and Exchange Commission

November 21 Top Corporate Governance Report Award from the Stock Exchange of Thailand

Best Shareholders Award from Thailand Securities Depository Company Limited

Excellent Corporate Governance Report Rating from the Thai Institution of Directors

One of final shortlisted candidates for best CSR awards

Group Companies

May 8 KEGCO was awarded the National Safety Awards for 2008 for Safety and Occupational Health

at the 22nd National Work Safety Week by Department of Labor Protection and Welfare, Ministry

of Labor for the ninth consecutive year.

May 8 Roi Et Green was awarded the Safety Excellence Award in Provincial Level at the 22nd National

Work Safety Week by Safety Promotion Committee, Ministry of Labor

August 27 KEGCO was awarded the certificate for Working over 4,000,000 million hours with no disabling

injury by the Ministry of Labor

September 23 KEGCO was awarded the Outstanding Workplace for Labor Relations and Welfare by

the Department of Labor Protection and Welfare, Ministry of Labor for the second consecutive year.

October 21 ESCO was certified Safety, Health and Environment Management with High Standard from PTT

for its performance for Gas Separation Plant Unit 2s turnaround during January 14-28, 2008

for the third consecutive year

December 11 ESCO was rated Excellent Supplier in providing a service to the PTT Gas Separation Plant

in Rayong 2008.

Business Activities EGCO

April 21 2008 Annual General Shareholders Meeting

May 7 2007 Final Dividend Payment at 2.50 baht per share

May 15 Signing the agreement on the divestment of entire shares in EGCO JD and AMESCO held by

EGCO and ESCO, respectively.

September 11 2008 Interim Dividend Payment at 2.50 baht per share

EGCO Groups philosophy is to conduct the business ethically for the benefits of the stakeholders namely

shareholders, customers, suppliers, employees, communities and environment for sustainable development.

11

November 29 EGCO BVIs acquisition of 90% of the outstanding shares of GPI Quezon Ltd.. This purchase

provided EGCO BVI with a 23.4% indirect ownership interest in Quezon Power (Philippines) Limited

which owns, operates and maintains 502.50 MW (gross installed capacity) coal fired electric

generation or 117.6 equity MW.

Group Companies

February 27 Pre-Commercial Operation Date of the 755 MW Kaeng Khoi 2 Power Plant : Unit 2 before

Commercial Operation Date on March 1, 2008

May 6-9 KEGCO passing the surveillance audit for ISO 9001:2000, TIS 18001:1999 & OHSAS 18001: 1999, and

ISO 14001:2004 by TUV NORD

July 21-24 REGCO passing re-certificate audit for the TIS 18001:1999 & OHSAS 18001: 2007 (Occupational

Health and Safety Management System for the scope electricity power generation) and

re-audit for ISO14001:2004 by MASCI (Management System Certification Institute-Thailand)

August 14 REGCO passing the re-certificate audit for ISO 9001:2000 by TUV NORD

September 23 KEGCO passing the surveillance audit for ISO 9001:2000 by TUV NORD

December 9 Roi-Et Green passing the re-audit for ISO 9001:2000 by Moody International Certification Group

December 19 ESCO passing the certificate audit for ISO 9001:2000 in the provision of Maintenance Services for

Power Plant and Industries by SGS UKAS

Activities for Investors A. Opportunity Day/Analyst Meeting

February 20 Opportunity Day/Analyst Meeting No. 1/2008 to announce 2007 annual performance

May 18 Opportunity Day/Analyst Meeting No. 2/2008 to announce 2008s first quarter performance

August 20 Opportunity Day/Analyst Meeting no. 3/2008 to announce 2008s second quarter performance

November 19 Opportunity Day/Analyst Meeting No. 4/2008 to announce 2008s third quarter performance

12

B. Investor Meeting

February 26 TISCO Corporate Day hosted by TISCO Securities at TISCO Building

April 28 Investor Forum hosted by Thailand Elite in Hong Kong

May 8-11 Money Expo 2008 at Queen Sirikit National Convention Center, Bangkok

May 12-13 Global Infrastructure Conference, United Kingdom hosted by Macquarie Securities

June 3-5 Cal GEMS- Merrill Lynch Global Emerging, USA. hosted by Phatra Securities

September 17-19 SETs Thailand Focus 2008 at Plaza Athenee Hotel, Bangkok.

November 7-9 Money Expo Chiang Mai 2008 in Chiang Mai Province

November 20-23 SET in the City 2008 at Paragon Hall, 5th Floor, Siam Paragon, Bangkok.

December 11 & 19 Non-deal Roadshow for institutional investors in Bangkok by Bualuang Securities

C. Knowledge Sharing and Site Visit

March 24 BLCP Focus Seminar hosted by EGCO Group at EGCO Tower

June 26 Site Visit No. 1/2008 to Kaeng Khoi 2 Power Plant, at Saraburi Province

August 21 Site Visit No.1/2008 to Kaeng Khoi 2 Power Plant, at Saraburi Province

September 10 Company Visit to BLCP Power Plant, Rayong Province, hosted by Thai Investors Association

Activities for Employees

January-December Activity Smile@Library

January 28 Communication Day no. 1

February 7-8 Knowledge Sharing on O&M Skill Improvement Project

February 19-23 EGCO Groups Environment Conservation Camp at Doi Intanond Natural Park, Chiangmai

March 6 Selection of the Employees Welfare Committee

March 17-18 Orientation for New Employees

March 26 Annual Physical Check up for Employees

April 2 Communication Day no. 2

April 24 EGCO Group Sport Day

May 9 EGCO Group Green Heart Party

May 25-27 Training on The 7 Habits of Highly Effective People

July 21 Knowledge Sharing on ESCOs Offshore Business

September 25 Presidents Farewell Party

October 3 Communication Day no. 3

October 17-19 Family Trip

December 18 Seminar on Hamburger Crisis and Whistle blower

December 19 Farewell Party for Employees who mandatory retire by the end of the year

December 26 EGCO Sport Day and New Year Party

13

Activities for Society and Environment Continuous Activities

January-December Green Learning project, Khon Kaen province : Cooperating with Tai Wisdom Organization in

organizing 10 Environment Learning Camps for Primary School students from Khon Kaen and

Mahasarakham Province.

Cooperating with Nua Mueang Tambon Administration Office to construct the Local Wisdom

Learning Centre Building in Roi-Et Province, and organizing demonstration workshop on Husk Ashes

Organic Fertilizer for communities.

Plauk Daeng Heath Care Market - Sponsoring 17 health care mobile units in Plauk Daeng district,

Rayong

Biological Agriculture for Sustainable Living Project - Hosting seminar and demonstration workshop on How to use Effective Microorganisms (EM) for agricultural purpose at Chedi Luang School,

Khanom, Nakorn Sritharmrat.

January-August Increasing population of Blue Swimming Crabs Project at Khanom beach, Nakorn Srithamarat Province by releasing 2,400,000 megalopa blue swimming crabs into the sea.

February-August Supporting Rayong Polytechnic students to repair electrical appliances for 5 places in Huay Pong

Community, Rayong Province.

Youth Development Project - Presenting 210 scholarships to students in Khanom District, Nakorn

Sritharmarat, and a Study Trip for 90 students to visit The Science and Technology Exhibition 2008

at BITEC, Bangkok.

May-December Supporting 4 mobile Medical Units Services in Mabkha community, Rayong province

Cleaner Canal, Better Living Project - Sponsoring Clear Water Day community event at Lad

Tanod Communitys Football Field, Laksi District, setting up 5 of Guarding Station for Ladtanod

Canal, and distributing community newsletter Klong Daew Kun to promote to use of Effective

Microorganisms (EM) to help protect the canal from being polluted by chemicals.

July-December EGCO Green Blood Network - Cooperating with members of EGCO Forest Conservation Youth Camp in selecting leading members to run social and environmental related activities in the North

and Central Part of Thailand.

July-October How to Fight Global Warming with Sustainable Living Project: Cooperating with Thailand Environment Institute (TEI) in organizing Site Visit Activity to one of the Learning Centre in Prachinburi Province,

launching Course Model& Teachers Tool Kit Contest, and organizing the 2nd Seminar and Workshop

for lead teachers at Sirindhorn International Environment Park, Petchburi Province.

Periodical Activities 19-23 March, EGCO Forest Conservation Youth Camp No. 26th and No. 27th at Doi inthanon National Park, Chiengmai

26-30 March Province and 28th Youth Camp at Khao Luang Natural Park, Nakorn Sritharmarat Province.

and 13-16 October

21 -22 May New Home for undersea Livings Project 2nd Year at Khanom Beach, Nakorn Srithamrat Province -

Sponsoring The Land of Pink Dolphins container painting competitions, and placing painted

containers into the sea to be artificial coral reef.

7-9 July, Khao Chamao - Khao Wong Youth Camp 1st-2nd : Arranging youth camps for 100 junior high

28-30 July school students at Khao Chamao - Khao Wong Natural Park, Rayong Province.

30 July - 3 August Planting 600 saplings of Rhododendron, under the project Forest: The Circle of Life 2nd Year

at Kew Mae Pan Nature Trail, Doi Indhanon National Park, Chiang Mai province.

21 August Cooperating with Provincial Waterworks Authority-regional office 3, Ratchburi in organizing a study

trip for primary school students visiting Pang Pouy Water Treatment Plant EGCOM TARA, Ratchburi

Province in order to support the project Saving Water at Schools.

17 September Supporting Angel Mushroom Farming project in Rayong province

November Launching EGCO Green Gump Gadget contest, inviting young people to present Energy Savings

and Environmental Friendly Unbelievable Invention, under the EGCO Green Blood project.

14

Financial Overview

Consolidated Financial Statements

FINANCIAL PERFORMANCE (Million Baht)

Salesandserviceincome

Otherincome

Costofsalesandcostofservices

Administrativeexpensesandothers

Impairmentcharge

Financecosts

Shareofprofit(loss)from

subsidiaries,anassociateand

jointventures

Profit(loss)attributabletominorities

NetProfit(loss)beforeFx

Fxgain(loss)

NetProfit(loss)

FINANCIAL POSITION (Million Baht)

TotalAssets

TotalLiabilities

Parentsshareholdersequity

MinorityInterest

TreasuryStock

Issuedandpaid-upsharecapital

PER SHARE DATA (Baht)

NetProfit(loss)beforeFx

NetProfit(loss)

BookValue

Dividend

RATIO ANALYSIS

Liquidityratio(Time)

Cashflowsliquidityratio(Time)

Grossprofitratio(%)

Earningsratio(%)

Returnonequityratio(%)

Returnonassetsratio(%)

Debttoequityratio(Time)

2008

10,320

378

5,890

1,759

-

630

4,619

86

6,952

(25)

6,927

58,330

12,788

45,066

476

-

5,265

13.21

13.16

85.60

5.00

2.58

1.11

42.93

45.22

16.01

12.38

0.28

2007*

10,939

655

5,711

1,680

-

839

5,051

134

8,281

121

8,402

53,600

11,604

41,475

521

-

5,265

15.73

15.96

78.78

4.75

4.22

1.20

47.80

50.48

21.89

16.15

0.28

2006*

13,839

848

5,815

2,154

-

1,166

(83)

169

5,299

716

6,016

50,459

14,661

35,289

509

-

5,265

10.07

11.43

67.03

4.00

1.65

1.58

57.98

41.19

18.14

10.77

0.41

2005

16,022

805

8,151

2,202

-

1,859

27

264

4,378

(285)

4,093

61,250

29,136

31,041

1,073

-

5,265

8.32

7.78

58.96

3.25

2.27

1.29

49.13

24.28

13.83

7.04

0.91

2004

15,620

852

7,593

1,894

(34)

2,220

29

232

4,595

67

4,662

55,066

25,963

28,173

982

(52)

5,265

8.75

8.88

53.55

3.00

3.25

1.33

51.39

28.25

17.28

8.36

0.89

2003

15,378

898

6,017

1,323

170

2,631

(545)

303

5,287

707

5,994

56,437

29,736

25,895

859

(52)

5,265

10.07

11.41

49.21

2.75

2.19

1.01

60.88

38.10

26.02

10.68

1.11

2002

11,463

669

4,926

963

342

2,807

(73)

236

2,784

174

2,958

55,824

34,876

20,276

724

(52)

5,265

5.30

5.62

38.51

2.50

2.21

1.02

57.02

24.53

15.26

5.44

1.66

2001

10,732

880

4,033

936

-

3,299

35

203

3,175

(236)

2,939

52,965

33,780

18,544

641

-

5,259

6.04

5.60

35.26

2.25

2.80

1.01

62.42

25.23

16.55

5.44

1.76

2000

9,697

854

3,462

1,031

-

3,325

(77)

(38)

2,694

(1,478)

1,217

55,112

37,664

16,979

469

-

5,244

5.14

2.32

32.28

2.00

2.85

0.97

64.30

11.62

7.21

2.32

2.16

1999

8,541

910

2,776

905

-

2,984

8

(94)

2,889

(241)

2,648

49,898

33,079

16,762

56

-

5,243

5.51

5.05

32.00

2.00

6.97

1.29

67.50

27.99

16.85

5.57

1.97

Remarks:

*

From January 1, 2007, EGCOGroup has changed the accounting policy for interests in joint ventures in the consolidated financial

statements fromProportionateConsolidation to the EquityMethod;andadopted theaccountingpolicy regarding Employee Benefits. The

retrospectiveadjustmentshavebeenmadeon2006financialstatements.

Unit:MillionBaht

15

15,000

10,000

5,000

2008

2007*

2006*

2005

2004

2003

2002

2001

2000

1999

2008

2007*

2006*

2005

2004

2003

2002

2001

2000

1999

10,698 11,594

14,68716,827 16,471 16,276

12,13211,612

10,551 9,452

Total Revenues

8,279 8,2309,135

12,212 11,67310,141

9,039 8,268 7,8186,665

2008

2007*

2006*

2005

2004

2003

2002

2001

2000

1999

2008

2007*

2006*

2005

2004

2003

2002

2001

2000

1999

Total Expenses Excluding Currency Exchange Gains or Losses

Net Profit Excluding Currency Exchange Gains or Losses

Total Assets

9,000

20,000

15,000

10,000

8,0007,0006,0005,0004,0003,0002,0001,000

-

7,0006,0005,0004,0003,0002,0001,000

-

-

-

5,000

6,952

8,281

5,2994,378 4,595

5,287

2,784 3,175 2,694 2,889

58,33053,600 50,459

61,250 55,066 56,437 55,824 52,965 55,112 49,898

16

Message from the Chairman

17

We, the EGCO Board of Directors, are thankful for the shareholders continued support. We are committed to

creating the sustainable shareholders value and treating the stakeholders fairly. This can be achieved by the strong

commitment to oversee EGCO business with care and diligence and to ensure the full compliance with the spirit of the

laws.

The significant events in 2008 to be reported to the shareholders are as follows:

Power Business The year 2008 is a challenging one. The promising global and domestic economic outlook in the first half year

turned gloomy in the third quarter due to the impact from the global financial crisis and the domestic political turmoil. The

slow down in GDP growth had a direct impact on the electricity demand. As at December 31, 2008, the total installed

capacity of Thailands power system was 29,892 MW while the peak demand was in April at 22,568 MW which was 0.08%

lower than the peak demand in 2007. Due to the declining power consumption, the Ministry of Energy is in the process of

revising the PDP 2007 for the second round.

EGCO Growth As at December 31, 2008, EGCO Group operated 13 power plants with the equity MW of 3,967.6 which accounted

for 13.27% of the total installed capacity of Thailand. It should be noted that the equity MW of EGCO operating assets

increased by 458.5 MW from 3,509.1 equity MW in 2007. Significant events were as follows.

The 755-MW Kaeng Khoi 2 (Block 2) started the pre-commercial operation on February 27, 2008 which was before

the commercial operation date on March 1, 2008.

EGCO divested its entire shares in EGCO Joint Venture& Development Company Limited (EGCO JD) while EGCO

Engineering and Service Co., Ltd. (ESCO) divested all its shares in Amata Power-ESCO Service Co., Ltd which

provided operation and maintenance services to power plants under EGCO JD on May 15, 2008. The rationales

were that the assets comprised mature business in which EGCO held minority interests. Disposal of these minority

assets allowed EGCO to deploy the proceeds and its resources on new investment opportunities with potential for

expansion and earnings upside.

EGCO International (BVI) Co., Ltd, EGCOs wholly owned subsidiary, acquired 90% ownership of GPI Quezon Ltd

shares. This purchase provided EGCO BVI with a 23.4% indirect ownership interest in Quezon Power (Philippines)

Limited which owned, operated and maintained a 502.5 MW (gross installed capacity) coal fired electric

generation representing 117.6 equity MW on November 29, 2008. This acquisition was in line with EGCOs business

plan to invest in power businesses in the ASEAN region.

EGCO is the first independent power producer that uses diversified fuel for power generation which is in line with the

Governments policy to foster the reliability of the power generation system. If including the capacity of Nam Theun II

hydropower plant, EGCOs first hydropower plant, which has the scheduled COD in December 2009, EGCO MW equity will

increase to 4,239.3 comprising the gas and oil fired power plants, coal fired power plant, hydropower plant and biomass

power plant which accounts for 73.5%, 19.7%, 6.4% and 0.4% of EGCO capacity, respectively.

With regard to future growth, although the current economic circumstances are negative for new project

development, EGCO believes in Thailands potential and views that there is still an opportunity to invest in projects that

provide acceptable returns. EGCO will seek to invest in operating assets or assets under construction and will continue to

explore the opportunities to develop renewable energy such as wind, solar and biomass to sustain our leadership and

strength in the power sector.

18

Social and Environment Commitment EGCO Group is well aware that the business growth will go hand in hand with the social and environment

commitment. As such, EGCO will develop the business in a way that is friendly to the environment and the nearby

communities taking into account the sustained benefits of all stakeholders. The major social and environment projects in

2008 were as follows.

Mitigation of business impact on the environment: The initiatives include the strict adherence to the Governments

standards and continuous monitoring of the air and noise quality.

Best and economical use of energy and natural resources: The programs include recycling of water and waste.

Energy and natural resource conservation including the fight against the global warming: The initiatives include

fostering awareness on energy and natural resources conservation and reforestation.

Community Development: The projects include the investment in the community to increase the villagers income.

EGCO will continue its social and environment commitment. In this regard, EGCO will try its best to reduce the

impact from its operation on the community and the environment and to extend the initiatives to enhance the quality of

life of surrounding communities.

Operating Result The 2008 operating result is in line with the expectation. EGCO posted the net profit of 6,927 million baht

representing the earnings per share of 13.16 baht. The interim dividend payment from the first half year operation was

paid at 2.50 baht per share. EGCO is confident that it can maintain the dividend payment at an appropriate and

consistent rate. In addition, EGCO will endeavor to ensure that the companys financial status remains strong to serve

future investment.

Achievements EGCOs strong commitment has been honored by various institutions. For example, EGCO was ranked seventh in

Thailand for best investor relations and fourth for being most committed to a strong dividend policy in a poll conducted

by FinanceAsia. In addition, it was ranked eighth for best top ten companies in Thailand and fourth for best public

companies in power and utility industry in a poll conducted by Finance and Banking Magazine. EGCO also received

various 2008 SET Awards, being the Top Corporate Governance Report Award from the Stock Exchange of Thailand, best

Shareholders Award from Thailand Securities Depository Company Limited, and excellent Corporate Governance Report

Rating from the Thai Institution of Directors. EGCO was also shortlisted as one of the ten shortlisted candidates for CSR

award.

EGCO Group power plants were also successful. Khanom Power Plant or KEGCO was awarded the National Safety

Awards for 2008 for Safety and Occupational Health for the ninth consecutive year and the Outstanding Workplace for

Labor Relations and Welfare by the Department of Labor Protection and Welfare, Ministry of Labor, for the second

consecutive year. Meanwhile, Roi Et Green Power Plant was also awarded the Safety Excellence Award in Provincial

Level

We realize that all the success has resulted from kindest support and cooperation from stakeholders including

shareholders, customers, business partners, and the public which enables us to operate efficiently with commitment to

environment conservation and social development. On behalf of EGCO, I would like to express my gratitude to the

shareholders and all stakeholders in supporting our business. Your support is the strongest motivation for EGCO Group

people to further develop our business and to make a fair return to our shareholders while treating other stakeholders fairly

and ethically for the sustainable benefits of the Thai people.

We, EGCO Group, will continue our path as a responsible power generator with full will power.

Sanit Rangnoi

Chairman

19

1. Mr.SanitRangnoi Age60

ChairmanoftheBoardofDirectors

ChairmanofExecutiveCommittee

Education

- M.Sc.(IndustrialEngineering)

fromPennsylvaniaStateUniversity,USA

- B.Eng.(IndustrialEngineering)

fromChulalongkornUniversity.

- B.A.(Economics),Sukhothai

ThammathiratUniversity

- NationalDefenceCourse

(NDC43),NationalDefenceCollege

- CertificateofDirectorsAccrediation

Program,ThaiInstituteofDirectorsAssociation

- CertificateofDirectorsFinanceforNon-

FinanceDirectors,ThaiInstituteofDirectors

Association

- CertificateofDirectorsCertificationProgram,

ThaiInstituteofDirectorsAssociation

- SenoirExecutiveProgram,SasinGraduate

InstituteofBusiness

Dispute-

FamilyRelationshipbetweenthemanagement-

AmountofShares0.000%

WorkingExperience

2007- Director-General,Department

Sept,30, ofRevenue

2008 MinistryofFinance

Oct,2006- Director

Oct,2008 ElectricityGenerating

AuthorityofThailand

2006- Director-General,Department

Jan,2007 ofExcise

MinistryofFinance

2004 DeputyPermanentSecretary

MinistryofFinance

2003 Director-General,Department

oftheComptrollerGeneral

MinistryofFinance

2002 Inspector-General,

MinistryofFinance

2. Mr.AswinKongsiri Age64

IndependentDirector ViceChairmanoftheBoardofDirectors NominationandRemuneration CommitteeMemberEducation- BachelorsDegree(Honours)inPhilosophy,Politics andEconomics,OxfordUniversity,England- BanffSchoolofAdvancedManagement, Alberta,Canada- NationalDefenceCollege,TheNationalDefence CoursefortheJointState-PrivateSectors,Class6- CertificateofChairman2000Program, ThaiInstituteofDirectorsAssociation- CertificateofDirectorsCertificationProgram, ThaiInstituteofDirectorsAssociationDispute-FamilyRelationshipbetweenthemanagement-AmountofShares0.000%WorkingExperienceOct.2007- ChairmanPresent Ch.KarnchangPublic CompanyLimited2005- DirectorandChairmanofPresent RiskManagementCommittee BangkokAviationFuelServices PublicCompanyLimited2005- DirectorandExecutiveDirectorPresent KrungThaiBankPublicCo.,Ltd.1999- DirectorandChairmanofPresent AuditCommittee TheOrientalHotel(Thailand) PublicCompanyLimited1993- DirectorandAuditCommitteeMemberPresent ThaiReinsurancePublicCompanyLimited2003- MemberMay2008 Thai-GermanCeramicIndustry PublicCompanyLimited2003-Nov, Member2007 ThaiRatingandInformation ServicesCompanyLimited1992- DirectorandAuditCommitteeMarch2006 Member,RiskManagement CommitteeMemberand ChairmanofNominationand RemunerationCommittee MuangThaiLifeAssurance CompanyLimited1981- DirectorandAudit Present CommitteeMember PadaengIndustryPublic CompanyLimited1994- DirectorSept,2007 Ch.KarnchangPublic CompanyLimited

3. Mr.ChaipatSahasakul Age54

IndependentDirector

Chairman,AuditCommittee

Education

- Ph.D.inEconomics,UniversityofRochester,

USA

- M.A.inEconomics,ThammasatUniversity

B.A.inEconomics,ThammasatUniversity

CertificateofDirectorsCertificationProgram,


Dispute-



WorkingExperience

2005- IndependentDirector,Audit

Present CommitteeMember

PylonPublicCompanyLimited

2001- Secretary-General

Present AgriculturalFuturesTrading

Commission

2005-2006 Director,AuditCommittee

MemberandChairmanof

RiskManagementCommittee

GovernmentHousingBank

1998-2001 SeniorExecutiveVicePresident

MFCAssetManagementPublic

CompanyLimited

1991-1996 SeniorVicePresidentand

Spokesman

StockExchangeofThailand

1989-1991 ExecutiveVicePresident

MorganGrenfellThaiCo.,Ltd.

Board of Directors and Subcommittee Members ThepositionsofEGCOsBoardofDirectorsasofDecember31,2008

20

4. Mr.ThanapichMulapruk Age60

IndependentDirector

AuditCommitteeMember

Education

- NationalDefenceCollege,1998(Class41st)

- LL.B.,ChulalongkornUniversity

- ThaiBarCertificate,ThaiBarristeratlaw

ofThailand

- LL.M.,ChulalongkornUniversity

- CertificateofDirectorsCertification

Program(class79th),ThaiInstituteof

DirectorsAssociation

Dispute-



WorkingExperience

nov,2008- Spokesman

Present OfficeofAttorney-General

29April,2008-Director

Present BangkokMassTransitAuthority

22April,2008-Director

Present PortAuthorityofThailand

2000-Present Director, TransportCompany

Limited

16Oct,2007- Director

Feb,2008 TheMarketingOrganization

forFarmers,Ministryof

AgricultureandCooperatives

OfficeofAttorney-General

1Dec,2006- DirectorGeneralof

Present DepartmentofEconomic

CrimeLitigation

2005 DirectorGeneralof

Departmentof

AdministrativeLitigation

2003-2005 DeputyDirectorGeneralof

DepartmentofAdministrative

Litigation

2002-2003 ExecutiveDirectorofOffice

ofEconomicCrimeLitigation1

6. Mr.WitoonSimachokedee Age54

IndependentDirector

(Vacatingtheofficebyresignation

onAugust1,2008)

Education

- MBA,ThammasatUniversity

- B.Eng.(ElectricalEngineering),Kasetsart

University

- LL.B.,ThammasatUniversity

Dispute-



WorkingExperience

2006-Present DeputyPermanentSecretary

MinistryofIndustry

2006-Present Chairman,theAssociationof

QCHeadquartersofThailand

2003 Inspector-General

2003 Director,BangkokFashionCity

Project

2002 DeputyDirector-General,

DepartmentofIndustrial

Works

5. Mrs.WattaneePhanachet Age71

IndependentDirector


Education

- M.A.DegreeinAccounting,Universityof

Alabama,USA

- BachelorDegreeinAccounting,

ChulalongkornUniversity,Bangkok,Thailand

- CertifiedPublicAccountant(CPA),

ThailandLicenseNo.1091



Dispute-



WorkingExperience

Oct,2007- IndependentDirectorand

Present AuditCommitteeMember

ESSO(Thailand)PublicCompany

Limited

1999- IndependentDirectorandAudit

Present CommitteeMember

ThaiPolyAcrylicPublic

CompanyLimited

1999-Present IndependentDirectorand

AuditCommittee

CapitalNomuraSecurities

1999-2006 IndependentDirectorand

AuditCommittee,

DeltaElectronics(Thailand)

PublicCompanyLimited

2006-2007 CommitteeonCurriculum

QualityGuarantee,Facultyof

CommerceandAccountancy

ChulalongkornUniversity

2005-2007 Head,Sub-Committeeon

CertifiedPublicAccountants

Qualification,appointedby

theFederationofAccounting

Professions.

FederationofAccounting

Professions

21

7. Mr.SomphotKanchanaporn Age62

IndependentDirector


Education

- MBA,NationalInstituteofDevelopment

Administration(NIDA)

- B.S.(PoliceScienceandAdministration),

CaliforniaStateUniversityatLosAngeles

- CertificateofDirectorsAccreditation

Program(DAP),ThaiInstituteofDirectors

Association

- NationalDefenceCollege,(Class41st)

CertificateofExecutiveProgram,Class7,

CapitalMarketAcademy

Dispute-



WorkingExperience

2008- ChairmanoftheInspector

Present GeneralCommittee,

MinistryofEnergy

2008- IndependentDirector

Present PTTAromaticsandRefining

PublicCompanyLimited

2007 IndependentDirector

Aromatics(Thailand)Public

CompanyLimited

Oct,2006 Member

-2008 TheNationalLegislative

Assembly

Dec,2006- ChairmanofStanding

2008 CommitteeonEnergy

TheNationalLegislativeAssembly

Nov,2003- DeputyDirector(Executive

Nov,2005 Level10)

TheNationalIntelligence

Agency

Aug.- Deputy Secretary-General

Nov.2003- TheOfficeoftheNational

SecurityCouncil

8. Mr.PhaiboonSiripanoosatien Age45

IndependentDirector

NominationandRemuneration

CommitteeMember

Education

- MasterofPoliticalScience,Sukhothai

ThammathiratOpenUniversity

- BachelorofEngineering,Chulalongkorn

University



- CertificateofPublicLawandManagement,

Class1,KingPrajadhipoksInstitute

CertificateofDemocraticPoliticsand

Governance forHigh-LevelAdministrators,

Class7,KingPrajadhipokInstitute

- CertificateofManagementofPublic

Economy,Class1,KingPrajdhipoksInstitute

- CertificateofExecutiveProgram,Class3,

CapitalMarketAcademy

Dispute-



WorkingExperience

2008-Present IndependentDirector

SyrusSecuritiesPublic

CompanyLimited

2008-Present Director

MetrostarPropertyPublic

CompanyLimited

1997-Present ManagingDirector

TrinityPlusCompanyLimited

2004-2006 Specialist,Commissionof

BudgetManagement

Monitoring,

NationalAssembly

9. Mr.ChareonPrajumtan Age62

IndependentDirector


CommitteeMember

(Vacatingtheofficebyrotationin

AGMonApril21,2008)

Education

- B.Eng.(CivilEngineering),KingMongkuts

UniversityofTechnologyThonburi,

- B.A.(Law),SukhothaiThammatiratOpen

University

- MPA,ThammasatUniversity

- CertificateofHighLevelofEngineering

Management,ChulalongkornUniversity

andPublicWorks

- CertificateofHighLevelAdministration,

TheInstituteofAdministrationDepartment

ofProvincialAdministration

- CertificateofExecutiveDepartmentof

TheCivilServiceCommission

- CertificateofChangeManagement,RIPA

International,London



- CertificateofAuditCommitteeProgram

Dispute-



WorkingExperience

2006- Inspector-General,Ministryof

30Sept,2007 Energy

MinistryofEnergy

2002-2005 DeputyDirector-General(level

9),DepartmentofBusinessEnergy

MinistryofEnergy

2002 PolicyandPlanSpecialist

(PublicWorks)

MinistryofEnergy

2001 InspectorGeneral

MinistryofEnergy

1999 DirectorofFuelandGasControl

Division(Engineerlevel8)

MinistryofEnergy

22

10.Mr.ChamnongWongsawarng Age62

Director

(AuthorizedDirector)

(Vacatingtheofficebyresignation

inAGMonApril21,2008)

Education

- B.Eng.(ElectricalPowerEngineering),2nd

ClassHonors,ChulalongkornUniversity



Dispute-



WorkingExperience

2006- DeputyGovernor-Transmission

30Sept,2007 System

ElectricityGeneratingAuthority

ofThailand

2005 SeniorExecutiveVicePresident-

TransmissionSystem


ofThailand

2003-2005 DeputyGovernor-Transmission

System

2001-2003 AssistantGovernor-Transmission

SystemOperation


ofThailand

11.Mr.SombatSarntijaree Age59

Director

ExecutiveCommitteeMember


Education

- MasterofEngineering(Mechanical

Engineering),LamarUniversity,USA

- B.Eng.(MechanicalEngineering),

KasetsartUniversity

- CertificateofDirectorsCertification

Program,ThaiInstituteofDirectorsAssociation

Dispute-



WorkingExperience

Nov,12,2007-Governor

Present ElectricityGeneratingAuthority

ofThailand

Oct,2006- DeputyGovernor-Generation

Nov,11,2007 ElectricityGeneratingAuthority

ofThailand

March,2006- DeputyGovernor-Operation

Sept,2006 andMaintenance


ofThailand

Aug,2005- SeniorExecutiveVicePresident-

March2006 OperationandMaintenance


ofThailand

June,2005- ExecutiveVice President-Power

Oct,July2006 Plant1


ofThailand

Oct,1,2003- AssistantGovernor-PowerPlant1

June2005 ElectricityGeneratingAuthority

ofThailand

Oct,2000- VicePresidentGeneration

Sept,2003 Business1-PowerPlant


ofThailand

12.Mr.NarongsakVichetpan Age63

Director


CommitteeMember

CorporateSocialResponsibility

CommitteeMember

(AuthorizedDirector)Education- BachelorofCivilEngineering,Chulalongkorn University- MasterofHydraulicEngineering,Asian InstituteofTechnology(AIT)- SeniorExecutiveProgram(SEP14),Sasin- AdvancedManagementProgram(AMP163), HarvardBusinessSchool,U.S.A.- CertificateofDirectors - CertificationProgram,ThaiInstituteof DirectorsAssociationDispute-FamilyRelationshipbetweenthemanagement-AmountofShares0.000%WorkingExperienceMay8,2007- DirectorOct,2008 ElectricityGeneratingAuthority ofThailandNov,2006- AdvisorJune2007 ElectricityGeneratingPublic CompanyLimitedOct,2005- AdvisorSept,2006 ElectricityGeneratingAuthority ofThailandOct,2003- DirectorSept,2005 RatchaburiElectricity GeneratingHoldingPublic CompanyLimited3Apr,- ActingGovernor5Sep,2004 ElectricityGeneratingAuthority ofThailand1Jan,2004- SeniorDeputyGovernor-Sept,2005 DevelopmentGroup ElectricityGeneratingAuthority ofThailandOct,- DeputyGovernor-PolicyDec,2003 andPlanning ElectricityGeneratingAuthority ofThailandOct,2000- President-FuelBusinessSept,2003 ElectricityGeneratingAuthority ofThailand

23

13.Mr.PeterAlbertLittlewood Age59

Director


Education

- MA(1stClassHonours),

CambridgeUniversity,UK

Dispute-



WorkingExperience

2003-Present ExecutiveDirectorandChief

OperatingOfficer

CLPPowerAsiaLimited,

HongKong


BLCPPowerLimited

2000-2005 Director

RayongElectricity

GeneratingCo.,Ltd.

2000-2005 Director

KhanomElectricityGenerating

Co.,Ltd.

2000-2005 Director

EGCOEngineering&Service

Co.,Ltd.

1999-2003 ProjectManagerforCLPs

generatingplantprojects

CLPGroup

1998 GeneralManagerforCLPs

generationbusinessgroup

andlaterforCLPstrategic

development

CLPGroup

14.Mr.RichardMcIndoe Age44

Director

Chairman,Nominationand

RemunerationCommittee

ExeccutiveCommitteeMember


(Vacatingtheofficebyrotationin

AGMonApril21,2008)

Education

- InseadBusinessSchool(France),Master

ofBusinessAdministration

- CambridgeUniversity(U.K.),Masterof

Arts,ModernHistory

Dispute-



WorkingExperience

2006-present GroupDirectorand

ManagingDirector,

TRUenergyAustralia

CLPGroupandTRUenergy

Australia

2005-2006 GroupDirector&Managing

Director-AsiaPacific


HongKong

2003-2005 ManagingDirector


HongKong

2002 FinanceDirector

CLPPowerInternationalLtd.,

HongKong

1998-2002 ManagingDirector

InterGen,China

1998-2002 VicePresident-Development

andFinance

InterGen,China

1998-2002 DirectorUBSWarburg,

HongKong

15.Mr.HideakiTomiku Age51

Director



Education

- InternationalLaw,TokyoUniversity

Dispute-



WorkingExperience

2006-Present DirectorandExecutiveVice

President

OneEnergyLimited

2003-2006 DeputyGeneralManager,

HeadofInternationalIPP

MitsubishiCorporation

2001-2003 AssistantGeneralManager,

Power,Generation&

MarketingforJapanese

Market


24

16.Mr.MarkTakahashi Age50

Director


Chairman,Nominationand

Remuneration


Education

- MBA,WhartonSchool,Universityof

Pennsylvania,USA

- BSc.(civilengineering)fromtheUniversityof

Colorado,USA

Dispute-



WorkingExperience

Oct,2006- ManagingDirector

Present OneEnergyLimited

July2006 GroupDirector-Corporate

Development

CLPHoldingsLimited

Dec,2003- DirectorofGroupTreasury

July2006 CLPHoldingsLimited

1995-2003 RegionalFinance

Intergen(HongKong)

VP/CorporateTreasurer

Intergen,Boston,USA

17.Mr.HideoKuramochi Age46

Director


Education

- B.Sc.(ElectronicsandTelecommunication),

WasedaUniversity,Tokyo

Dispute-



WorkingExperience

2008 DeputyGeneralManagerand

HeadofSoutheastAsiaIPP,

PowerGenerationand

MarketingInternationalUnit,


MemberofExecutiveCommittee

OneEnergyLimited

2007 HeadofInternationalIPP,Power

GenerationandMarketing

InternationalUnit

2006 HeadofSoutheastAsiaIPP,

PowerGenerationand

MarketingInternationalUnit

2002 PowerGenerationand

MarketingInternationalUnit


18.Mr.VisitAkaravinak Age60

DirectorandPresident


Chairman,RiskManagementCommittee

Chairman,GroupBusinessCommittee

Chairman,GoodCorporate

GovernanceCommittee

Chairman,CorporateSocial

ResponsibilityCommittee


(Mr.VisitAkaravinakscontractas

PresidentexpiredonSeptember30,

2008)

Education

- B.Eng.(Electrical)ChulalongkornUniversity

MasterofManagementfromSASIN,

ChulalongkornUniversity.

- CertificateofManagementofPublic

EconomyattheKingPrajadhipoksInstitute

- CertificateoftheDirectorsCertificateProgram,

ThaiInstituteofDirectorsAssociation(IOD).

- CertificateoftheRoleoftheChairman

Program,ThaiInstituteofDirectors

Association(IOD).

Dispute-



WorkingExperience

Aug,2005- Chairman

Sept,30,2008 RayongElectricity

GeneratingCompanyLimited


CompanyLimited

EGCOEngineeringandService

CompanyLimited

Aug,1,2005- Director

Sept,30,2008 GulfElectricPublicCompany

Limited

25

19.Mr.VinitTangnoi Age56

Director

(DuringApril21,2008-September30,

2008)


Chairman,RiskManagementCommittee

Chairman,GroupBusinessCommittee

Chairman,GoodCorporate

GovernanceCommittee

Chairman,CorporateSocial

ResponsibilityCommittee


(AppointedtobePresidenton

October1,2008)

Education

- MasterofScience(IndustrialEngineering),

UniversityofTexasatArlington,U.S.A.

- B.Eng.(Mechanical),KasetsartUniversity

- CertificateofAdvanceManagement

Program,HarvardBusinessSchool,Harvard

University,U.SA.

- CertificateofSeniorExecutiveProgram,

SasinGraduateInstituteofBusiness

AdministrationofChulalongkornUniversity

- CertificateofArmyWarCollegeRegular

Program,InstituteofArmyAcademics



Dispute-



WorkingExperience

Oct,1,2008- Chairman

Present RayongElectricityGenerating

CompanyLimited


CompanyLimited

EGCOEngineeringand

ServiceCompanyLimited

Oct10,2008-Director

Present BLCPPowerCo.,Ltd.

Dec,2007- DeputyGovernorGeneration

Sept,30,2008 ElectricityGeneratingAuthority

ofThailand

Director

EGATInternationalCo.,Ltd.

March31, DeputyGovernorsystem

2006 Control

Oct,1,2005 SeniorExecutiveVice

President-SystemControl

June24,2005 AssistantChiefExecutive

Officer-Planning

Oct,1,2004 AssistantGovernor-Policy

andPlanning

Oct,1,2003 AssistantGovernor-Fuel

Management

ElectricityGenerating

AuthorityofThailand

2003- Director

July2005 RayongElectricity

GeneratingCompanyLimited

KhanomElectricitGenerating

CompanyLimited

EGCOEngineeringand

ServiceCompanyLimited

Nov,2006- Director

Sept,30,2008 BLCPPowerCo.,Ltd.

June28,2005-SeniorExecutiveVice

Aug,30,2005 President-Operationand

Maintenance

EGATPublicCompanyLimited

2003-2005 SeniorExecutiveVice

President-Operationand

Maintenance


AuthorityofThailand

1999-2003 AssistantGovernor-

BangpakongPowerPlant


AuthorityofThailand

1997-1999 Director,ThermalPower

PlantConstruction


AuthorityofThailand

The Positions of the Management and Control Persons as of December 31, 2008

1. Mr.JohnM.Palumbo Age45

SeniorExecutiveVicePresident-

BusinessDevelopment

RiskManagementCommitterMember

GoodCorporateGovernance

CommitteeMember

Education

- BachelorofScienceinMechanical

Engineering(Honors),ColumbiaUniversity,

SchoolofEngineeringandAppliedScience,

NewYork.

Dispute-

Family Relationshipbetween themanagement -


WorkingExperience


GulfElectricPublicCompany

Limited

2005- Director

May2008 EGCOJointVentures&

DevelopmentCompanyLimited

30Jan07- Director

Present BLCPPowerCompanyLimted

2004- Director

Apr,2007 NamTheun2Power

CompanyLimited

2003-2004 IndependentConsultantto

theManagingDirectorand

theHeadoftheSoutheast

AsiaBusiness

ChinaLight&PowerGroup

(HongKong)

2003-2004 TeamLeader&Infrastructure

ADBTechnicalAssistance

Program

2003 Specialist,

IndependentConsultantto

ChiefExecutiveOfficer

InternationalPowerPLC.

1995-2003 PrincipalandManagingDirector

DeltaAssociates(Thailand)Limited

2. Mr.SakdaSreesangkom Age47 SeniorExecutiveVicePresident-Finance RiskManagementCommitteeMember GroupBusinessCommitteeMember GoodCorporateGovernance CommitteeMember CorporateSocialResponsibility CommitteeMemberEducation- M.A.(Economics),KeioUniversity,Japan- B.A.(Economics),ThammasatUniversityDispute-FamilyRelationshipbetweenthemanagement-AmountofShares0.000%WorkingExperienceApr,2008- DirectorPresent NamTheun2Power CompanyLimited30Jan07- DirectorPresent BLCPPowerCompanyLimited2004-Present Director GulfElectricPublicCompany Limited2002-Present Director RayongElectricityGenerating CompanyLimited2002-Present Director KhanomElectricityGenerating CompanyLimited2002-Present Director EGCOEngineering&Service CompanyLimited2002-Present Director EGCOInternational(BVI)Limited2001-2002 SeniorVicePresident GlowCompanyLimited, TractebelGroup2000-2001 AsianDevelopmentBank ConsultanttoPublicDebt ManagementOffice,Ministry ofFinance ADBTechnicalAssistanceProgram1999-2000 FinancialConsultant Debtmanagementconsultancy toEGATandPEA1997-1999 ExecutiveDirector SBCWarburg(HongKong, Bangkok)1990-1997 VicePresident CreditSuisseFirstBoston(New York,Singapore,Bangkok)1987-1989 Analyst NikkoSecurities(Tokyo)

3. Mr.ChumsakDesudjit Age55

SeniorExecutiveVicePresident

RiskManagementCommittee

Member


CommitteeMemberEducation

- B.Eng.(MechanicalEngineering),

ChulalongkornUniversityDispute-FamilyRelationshipbetween themanagement -AmountofShares0.000%WorkingExperience

2008-Present DirectorandManaging

Director

RayongElectricityGenerating

CompanyLimited

2007-Present Chairman

EGCOCogenerationCompany

Limited

April08- Director

Present GulfCogenerationCompany

Limited

NongkhaeCogeneration

CompanyLimited

SamutprakarnCogeneration

CompanyLimited

2006-2007 Director

EGCOCogenerationCompany

Limited

2001-2007 DeputyManagingDirector

OperationGroup

RayongElectricityGenerating

CompanyLimited

1998-2000 OperationDivisionManager

1994-1997 MaintenanceDivisionManager

26

The Positions of the Management and Control Persons as of December 31, 2008

6. Mr.SuvapanChomchalerm Age49

SeniorVicePresident-Accounting

andBudgetDivisionEducation

- M.Sc.(Accounting),ThammasatUniversity

Dispute-

FamilyRelationshipbetween themanagement -


WorkingExperience

2000-Present SeniorVicePresident-

AccountingandBudgetDivision

ElectricityGeneratingPublic

CompanyLimited

1994-2000 Manager-Accountingand

BudgetAnalysisSection,

AccountingandBudget

Division

4. Mr.ChankijJearaphunt Age54

SeniorExecutiveVicePresident

RiskManagementCommitteemember


CommitteeMember

CorporateSocialResponsibility

CommitteeMemberEducation- MasterofPublicAdministration(MPA) NationalInstituteofDevelopment Administration(NIDA)-B.Eng.(ElectricalEngineering), ChulalongkornUniversityDispute-FamilyRelationshipbetween themanagement -AmountofShares0.000%WorkingExperience2004-Present DirectorandManagingDirector KhanomElectricityGenerating CompanyLimitedApril07- ChairmanPresent Roi-EtGreenCompanyLimitedApril07- ChairmanPresent EGCOGreenEnergy CompanyLimitedApril2008- DirectorPresent GulfEnergyCompanyLimited GulfIPPCompanyLimited GulfPowerGeneration CompanyLimited2006-April07 Director EGCOGreenEnergy CompanyLimited Roi-EtGreenCompanyLimited2002-April08 Director GulfCogenerationCompany Limited NongkhaeCogeneration CompanyLimited SamutprakarnCogeneration CompanyLimited1998-2004 DeputyManagingDirector- Operation, KhanomElectricityGenerating CompanyLimited1996-1998 Manager-ProductionControl Division KhanomElectricityGenerating CompanyLimited

5. Mr.PiyaJetasanon Age52

FirstSeniorVicePresident-Finance

Division

Education

- MBA,RamkhamhaengUniversity

- B.A.(Economics),ThammasatUniversity

Dispute-

FamilyRelationshipbetween themanagement -


WorkingExperience


EGCOCogeneration

CompanyLimited

2007 Director

ThaiLNGPowerCorporationLtd.

2005-Present FirstSeniorVicePresident-

Finance


CompanyLimited

2003-2005 SeniorVicePresident-Finance


CompanyLimited

1996-2003 Manager-FinanceDivision


CompanyLimited

1994-1996 Manager-Treasury

ManagementSection


CompanyLimited

27

Company's Management

1

4

32

5

1.Mr.VoravitPotisuk ExecutiveVicePresident

BusinessDevelopment

2.Ms.Vasana

Vongpromek ExecutiveVicePresident

CorporateService

3.Ms.PikulSreesastra ExecutiveVicePresident

Finance

4. Ms.DaraneeSriwattana ExecutiveVicePresident

AssetManagementandPlanning

5.Dr.SakulPochanart ExecutiveVicePresident

ProjectManagement

1

2

3

4

5

6

7

8

1.Mr.Rasda

Pongpaew ESCOManagingDirector

2.Mr.NarongIn-Eav Operation

REGCODeputyMD

3.Mr.ThongchaiChotkajornkiat Finance&Administration

ESCODeputyMD

4.Ms.KrisnaPinkaew Finance&Administration

KEGCODeputyMD

5.Ms.WaruneeTantiwong Finance&Administration

REGCODeputyMD

6.Mr.WajarapongPalakawongNaAyudhya Operation

ESCODeputyMD

7.Mr.ManaVitavasakul Operation

KEGCODeputyMD

8.Ms.NgamphisChitphromphan WorkingastheSecondmentinDeputyManaging

Director&ChiefFinancialOfficerforBLCPPower

Limited

37

EGCO : The First Independent Power Producer EGCO is the f i r s t independent power producer in Thai land

incorporated on May 12, 1992 by Electricity Generating Authority of

Thailand (EGAT). Such incorporation marked the commencement of

the Thai governments privatization initiatives to allow broader private

sector investment in the electricity generating sector. On March 23,

1994, EGCO was transformed into a public company and then listed

on the Stock Exchange of Thailand (SET) on January 16, 1995.

Significant Events EGCOs investment is a long term one. As at December 31, 2008,

EGCO Group operated 13 power plants with 3,967.60 equity MW which

accounted for 13.27% of the total installed capacity of Thailand. It should be

noted that the equity MW of operating assets increased by 458.50 MW from

3,509.10 equity MW in 2007. Significant events were as follows :

1. Kaeng Khoi 2, Gulf Power Generations project with the capacity of 755 MW,

started the pre-commercial operation date on February 27, 2008 which was before the commercial operation

date on March 1, 2008.

2. EGCO International (BVI) Co., Ltd., (EGCO BVI) EGCOs wholly owned subsidiary, acquired 90% ownership of GPI

Quezon Ltd. shares. This purchase provided EGCO BVI with a 23.4% indirect ownership interest in Quezon Power

(Philippines) Limited Co. which owned, operated and maintained a 502.5 MW (gross installed capacity) coal fired

electric generation representing 117.6 equity MW on November 29, 2008. This acquisition was in line with

EGCOs business plan to invest in power businesses in the ASEAN region. The acquisition strengthened EGCOs

presence in the Republic of the Philippines which should provide opportunities for future growth.

3. EGCOs divested its entire shares in EGCO Joint Venture & Development Company Limited (EGCO JD) which

held shares in Amata EGCO Power Co., Ltd. and Amata Power (Bang Pakong) Co., Ltd. on May 15, 2008. The

divestment reasons was that the assets comprised mature business in which EGCO held minority interests.

Disposal of these minority assets allowed EGCO to deploy the proceeds and its resources on new investment

opportunities with potential for expansion and earnings upside.

4. EGCO Engineering and Service Co., Ltd. (ESCO), EGCOs wholly owned subsidiary, divested all its shares in

Amata Power-ESCO Services Co., Ltd. which provided operation and maintenance services to power plants

under EGCO JD on May 15, 2008.

5. The 1,086.8 MW Nam Theun 2 hydropower plant developed by Nam Theun 2 Power Company Limited

(NTPC) of which EGCO holds a 25% ownership achieved the overall progress of 95.1% at the end of 2008

which was as planned. The project was expected to achieve the COD within December 2009 as scheduled.

Business Lines EGCO businesses can be divided into 4 groups as follows:

1. Independent Power Producer (IPP) Group: This Group comprises 4 companies being Rayong Electricity

Generating Co., Ltd., Khanom Electricity Generating Co., Ltd, BLCP Power Limited and Gulf Power

Generation Co., Ltd. The combined equity MW is 3,528 MW which accounts for 88.92% of EGCOs total

Business Characteristics

38

operating asset capacity.

2. Small Power Producer (SPP)Group: This Group comprises 6 companies being EGCO Cogeneration Co., Ltd.,

Roi-Et Green Co., Ltd., Gulf Cogeneration Co., Ltd., Nong Khae Cogeneration Co., Ltd., Samutprakarn

Cogeneration Co., Ltd., and Gulf Yala Green Co., Ltd. The combined capacity is 293.1 equity MW which

represents 7.39% of EGCOs total operating asset capacity.

3. Overseas Power Producer Group: This Group comprises 4 companies being Western Mindanao Power

Corporation, Southern Philippines Power Corporation, Quezon Power (Philippines) and NTPC. The combined

equity MW (excluding NTPC of which the project is under construction) is 146.5 MW representing 3.69% of

EGCOs total operating asset capacity.

4. Other BusinessGroup: This Group comprises 3 companies being ESCO, Egcom Tara Co., Ltd., Eastern Water

Resources Development and Management Public Company Limited

Details of each project are shown in the table at the end of this report.

Revenue Profile The major source of income is from IPP group. The 2008 net profit before foreign exchange gain and loss of each

business line is as shown below.

Remarks:

- Profit before FX separate out foreign exchange impact from EGCO, subsidiaries and joint ventures.

- IPP : REGCO, KEGCO, BLCP, GPG

- SPP : GCC, SCC, NKCC, GYG, AEP, APBP, EGCO Cogen, Roi-Et Green

- Overseas : Conal, NTPC, Quezon

- Others : ESCO, ET, AMESCO

Details of the revenue profile analysis is shown in the Management Discussion and Analysis on page 109.

Competitiveness The decline in power demand due to the economic slowdown (See details in the report on Power Industry and

Competition) including the energy policy which focuses on efficiency, renewable energy and the social and environment

responsibility make the competition stronger as each company competes to foster its growth. However, the position of

Profitof2008 Profitof2007

Before FX After FX Before FX Afte FX

EGCO (598) (565) (393) (393)

IPP 7,195 6,707 6,965 7,795

SPP 599 452 564 947

Overseas 21 57 1.32 (197)

Other Business 274 275 255 250

Total 7,491 6,927 7,392 8,402

Overseas 0.26% Others 3.38%

SPP 7.41%

IPP 88.94%

ProfitbeforeFX-2008

Unit:MillionBaht

39

EGCO as the first IPP put EGCO at advantage in terms of location, qualified workforce and reputation on corporate social

responsibility which earns the trust from the government and the public at large. Due to limited investment opportunity in

Thailand over a short term, EGCO adjusts its strategy to invest in quality overseas projects, fuel-related projects and

domestic renewable energy projects which includes the solar, wind power and biomass plants to maintain its leadership

and market shares and to strengthen EGCO Group.

EGCO prudently prepares to cope with volatile situations by way of cost control and expense reduction. EGCO also

keeps up monitoring the energy and economic circumstances in a bid to foster the appropriate strategy to foster EGCOs

growth.

Details of EGCOs Business Line 1. IPP Group

1.1RayongElectricityGeneratingCompanyLimited(REGCO)

EGCO directly holds a 100% stake in REGCO which owns and operates Rayong power plant known as the first IPP in

Thailand located in Rayong province. It is a 1,232-megawatt power plant combining of four identical 308-megawatt

combined cycle power blocks using natural gas as primary fuel to generate and sell all net electricity output to EGAT

under the 20-year power purchase agreement (PPA).

In 2008, Rayong power plant generated and sold 2,248.89 million kilowatt-hour electricity output to EGAT, while its

plant Equivalent Availability Factor was 90.52%.

1.2KhanomElectricityGeneratingCompanyLimited(KEGCO)

EGCO directly holds a 100% stake in KEGCO which owns and operates Khanom power plant known as the largest

power plant in the southern area of Thailand located in Nakhon Sri Thammarat province. It is a 824-megawatt power

plant combining of two 75-megawatt thermal power units and one 674-megawatt combined cycle power unit all using

natural gas as a primary fuel to generate and sell all net electricity output to EGAT under the 15-year and 20-year PPAs.

In 2008, Khanom power plant generated and sold 5,577.13 million kilowatt-hour electricity output to EGAT, while its

plant Equivalent Availability Factor was 90.26%.

1.3BLCPPowerLimited(BLCP)

EGCO directly holds a 50% stake in BLCP which owns and operates an IPP coal-fired power plant located in Rayong

province. It is a 1,434-megawatt power plant comprised of two identical 717-megawatt pulverized coal-fired power units

using high quality bituminous imported from Australia as a primary fuel to generate and sell all net electricity output to

EGAT under the 25-year PPA under the IPP program.

In 2008, BLCP power plant generated and sold 10,174.60 million kilowatt-hour electricity output to EGAT, while its

plant Equivalent Availability Factor was 92.83% for unit 1 and 99.97% for unit 2.

1.4GulfPowerGenerationCompanyLimited(GPG)

EGCO indirectly holds a 50% stake in GPG via its 50% ownership in Gulf Electric Public Company Limited (GEC).

GPG owns and operates an IPP gas-fired power plant, called Kaeng Khoi 2 power plant (KK2), located in Saraburi

province. It is a 1,510-megawatt power plant combining of two 755-megawatt combined cycle power blocks using natural

gas as a primary fuel to generate and sell all net electricity output to EGAT under the 25-year PPA under the IPP

program. The commercial operation date of KK2 Block 2 was on March 1, 2008.

40

In 2008, GPG power plant generated and sold 8,960.32 million kilowatt-hour electricity output to EGAT, while its plant

Equivalent Availability Factor was 95.52% for block 1 and 96.89% for block 2.

2. SPP Group 2.1EGCOCogenerationCompanyLimited(EGCOCogen)

EGCO directly holds an 80% stake in EGCO Cogen which owns and operates a SPP cogeneration power plant

located in Rayong province. It is a 117-megawatt cogeneration power plant with steam supply of 30 tons per hour selling

both electricity and steam outputs by using natural gas as a primary fuel. Under the SPP firm cogeneration program, it

signed 60-megawatt contracted capacity with EGAT under the 21-year PPA, while other net contracted capacity of 52.76

megawatt was signed with the industrial users in Rayong Industrial Park under the long-term PPAs.

In 2008, EGCO Cogen power plant generated and sold 704.96 million kilowatt-hour electricity output to the

customers, while its plant Equivalent Availability Factor was 95.05% and the steam output to the industrial user was 55,250

tons.

2.2Roi-EtGreenCompanyLimited(Roi-EtGreen)

EGCO holds a 70.3% stake in Roi-Et Green via EGCO Green Co., Ltd. Roi-Et Green owns and operates a SPP

renewable power plant located in Roi-Et province. It is a 9.9-megawatt biomass-fired power plant using rice husk as a

primary fuel. Under the SPP firm renewable program, it signed 8.8-megawatt contracted capacity with EGAT under the 21-

year PPA.

In 2008, Roi-Et Green power plant generated and sold 57.81 million kilowatt-hour electricity output to EGAT, while its

plant Availability Factor was 89.90%.

2.3GulfCogenerationCompanyLimited(GCC)

EGCO indirectly holds a 50% stake in GCC via its 50% ownership in Gulf Electric Public Company Limited (GEC).

GCC owns and operates a SPP cogeneration power plant located in Saraburi province. It is a 110-megawatt

cogeneration power plant with steam supply of 16 tons per hour selling both electricity and steam outputs by using

natural gas as a primary fuel. Under the SPP firm cogeneration program, it signed 90-megawatt contracted capacity with

EGAT under the 21-year PPA, while other net contracted capacity of 20 megawatt was signed with the industrial users

under the long-term PPAs.

In 2008, GCC power plant generated and sold 758.32 million kilowatt-hour electricity output to the customers, while

its plant Equivalent Availability Factor was 99.16% and the steam output to the industrial users was 186,068 tons.

2.4NongKhaeCogenerationCompanyLimited(NKCC)

EGCO indirectly holds a 50% stake in NKCC via its 50% ownership in GEC. NKCC owns and operates a SPP

cogeneration power plant located in Saraburi province. It is a 126-megawatt cogeneration power plant with steam of 24

tons per hour selling both electricity and steam outputs by using natural gas as a primary fuel. Under the SPP firm

cogeneration program, it signed 90-megawatt contracted capacity with EGAT under the 21-year PPA, while other net

contracted capacity of 36 megawatt was signed with the industrial users under the long-term PPAs.

In 2008, NKCC power plant generated and sold 842.57 million kilowatt-hour electricity output to the customers, while

its plant Equivalent Availability Factor was 97.82% and the steam output to the industrial users was 216,819 tons.

2.5SamutprakarnCogenerationCompanyLimited(SCC)

EGCO indirectly holds a 50% stake in SCC via its 50% ownership in GEC. SCC owns and operates a SPP

cogeneration power plant located in Samutprakarn province. It is a 126-megawatt cogeneration power plant with steam

41

of 24 tons per hour selling both electricity and steam outputs by using natural gas as a primary fuel. Under the SPP firm

cogeneration program, it signed 90-megawatt contracted capacity with EGAT under the 21-year PPA, while other net

contracted capacity of 36 megawatt was signed with the industrial users under the long-term PPAs.

In 2008, SCC power plant generated and sold 841.66 million kilowatt-hour electricity output to the customers, while its

plant Equivalent Availability Factor was 98.60% and the steam output to the industrial users was 143,024 tons.

2.6GulfYalaGreenCompanyLimited(GYG)

EGCO indirectly holds a 50% stake in GYG via its 50% ownership in GEC. GYG owns and operates a SPP renewable

power plant located in Yala province. It is a 23-megawatt biomass-fired power plant using parawood residue as a primary

fuel. Under the SPP firm renewable program, it signed 20.2-megawatt contracted capacity with EGAT under the 25-year

PPA.

In order to alleviate the investment risks for power generation from renewable energy in the three southernmost

provinces, the National Energy Policy Committee (NEPC) agreed to add the Special Adder for renewable plant located

in the three provinces. For GYG, the company has received the adder of 1.0 Baht/kWh for a period of 7 years from

March 1, 2008 to the end of February 2015.

In 2008, GYG power plant generated and sold 148.37 million kilowatt-hour electricity output to EGAT, while its plant

Availability Factor was 91.02%.

3. Overseas Group 3.1ConalHoldingsCorporation(CHC)

EGCO holds a 40% stake in CHC via EGCO International (B.V.I.) Limited (EGCO BVI). CHC is the largest IPP in the

Mindanao Island, Philippines. CHC holds the shares in 2 electricity generating companies and 1 operation and

maintenance service company.

Western Mindanao Power Corporation (WMPC)

WMPC owns and operates an IPP power plant located in Zamboanga city, Philippines. It is a 109.6-megawatt diesel

power plant using bunker-c fuel oil as a primary fuel. Under the Build-Operate-Own (B-O-O) scheme, it generates and

sells all net electricity output to National Power Corporation (NPC) under the 18-year Energy Conservation Agreement

(ECA).

In 2008, WMPC power plant generated and sold 106.74 million kilowatt-hours electricity output to NPC, while its plant

Equivalent Availability Factor was 95.37%.

42

Southern Philippines Power Corporation (SPPC)

SPPC operates and owns an IPP power plant called Gen Santos located in Sarangani province, Philippines. It is a

54.8-megawatt diesel power plant using bunker-c fuel oil as a primary fuel. Under the B-O-O scheme, it generates and

sells all net electricity output to NPC under the 18-year ECA.

In 2008, SPPC power plant generated and sold 164.43 million kilowatt-hours electricity output to NPC, while its plant

Equivalent Availability Factor was 92.56%.

Alto Power Management Corporation (APMC)

APMC provides operation and maintenance services including plant management and consulting to the two above-

mentioned power plants and also third-party power plants.

3.2QuezonPower(Philippines),LimitedCo.(QPL)

On November 29, 2008, EGCO acquired indirectly 23.4% ownership interest in QPL via EGCO BVI.

QPL is a 502.5-megawatt (gross) pulverized coal-fired power unit using high quality coal imported from Indonesia as a

primary fuel to generate and sell all net electricity output under the 25-year PPA with Manila Electric Company

(Meralco), the countrys largest power distribution company, and provide additional load stability for the Luzon power

grid.

3.3NamTheun2PowerCompanyLimited(NTPC)

NTPC has the installed capacity of 1,086.8 megawatt located in Lao PDR. It has an initial registered capital of USD 1

million. Currently, EGCO holds a 25% stake of NTPC, while EDF International (a subsidiary of Electricite de France), Laos

State Holdings Enterprise (LHSE), and Italian-Thai Development Public Company Limited own 35%, 25%, and 15%,

respectively.

NTPC signed a 25-year Concession Agreement with the Government of Lao PDR on October 3, 2002. NTPC also

signed PPAs with EGAT and EDL on November 8, 2003 to supply 995 megawatt to EGAT and additional 75 megawatt to

EDL for 25 years after the COD. On April 29, 2004, the project achieved the Financial Close and the first drawdown was

on June 15, 2005.

At the end of 2008, the overall project progress was 95.1% as planned. It was expected that the project could

achieve the COD within December 2009 as scheduled.

4. Other Businesses 4.1EGCOEngineering&ServiceCompanyLimited(ESCO)

ESCO is EGCOs wholly owned subsidiary which provides operation, maintenance, engineering and construction

services to power plants, petrochemical plants, oil refineries and other industries including the Group companies.

4.2EgcomTaraCompanyLimited(ET)

EGCO holds 70% in ET via ESCO. Under a 30-year agreement, ET produces tap water according to Thai Industrial

Standard (TIS) and supplies to the three water stations of the Provincial Waterworks Authority of Thailand (PWA), namely,

Pak Tor Water Station, Damnoen Saduak Water Station and Samut Songkhram Water Station.

4.3EasternWaterResourcesDevelopmentandManagementPublicCompanyLimited(EastWater)

At the end of 2008, EGCO holds 18.72% of shares in East Water which is responsible for development and operation

in the main raw water pipe network in the Thailand Eastern Seaboard area covering 7 provinces namely, Rayong,

Chonburi, Chachoengsao, Prachinburi, Srakaew, Chantaburi and Trad.

43

/

Revenue Structure of EGCO and Subsidiaries

44

Power Industry and Competition

The peak demand in 2008 was on April 21, 2008 at 22,568 MW, which was lower than the peak demand recorded

in 2007 at 22,586 MW or 0.08% decrease from the previous year (figure 1). As of December 31, 2008, the total installed

capacity of Thailands power system was 29,892 MW. Of that amount, approximately 50% (15,021 MW), 41%(12,152 MW),

7% (2,079 MW) was owned by EGAT, IPPs, and SPPs while approximately 640 MW or 2% was imported from Laos and

Malaysia (figure 2)

During the first half of the year 2008, the worlds economy and the Thais economy were in a good condition.

However, after the third quarter, Thailand has faced both world economy decline and its political turmoil, which lowered

the GDP growth. This had a direct impact on the electricity demand. As a result, the Ministry of Energy is revising the PDP

2007 for the second round and it is now in the process.

Thailands last round of IPP bidding was ended in December 2007. Four power plant licenses were awarded by the

Ministry of Energy with a total capacity of 4,400 MW, comprising 3,200 MW from gas fired projects and 1,200 MW from

coal fired projects. Recently, only GHECO-One has passed the EIA approval process and started construction while the

rests are waiting for the EIA approval and PPA sign with the tendency to delay the COD to be in line with the economic

downturn situation.

Losing an opportunity to invest in projects from the recent round of IPP bidding, EGCO and RATCH are missing out

on domestic expansion opportunities during 2010-2013. GLOW is the only listed IPP that won a 660 MW coal-fired power

plant, which is scheduled to commence operation in October 2011.

With the unpleasant growth outlook in Thailand which limits upside for Thai power company, EGCO and other power

companies need to adjust the business strategy to expand their investment in neighboring countries such as Lao PDR,

Myanmar and Cambodia, which will supply electricity back to Thailand, and also on investing in the project relating to

fuel supply such as LNG. Moreover, EGCO will pursue the investment possibility in renewable energy projects such as wind,

waste and biomass power plants.

45

Peak Demand 2004-2008

Figure 1 : Peak Demand 2004-2008

24,000

22,000

20,000

18,000

16,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2004 2005 2006 2007 2008

MW

Figure 2 : Installed Capacity of Thailands Power System 2008

Source : EGAT

Installed Capacity of Thailands Power System 2008

EGAT

15,021 MW (50%)

IPPs

12,152 MW (41%)

Import from Laos

and Malaysia

640 MW (2%)

SPPs

2,079 MW (7%)

Source : EGAT

46

Shareholding and Management Structure

EGCO is a listed company on the Stock Exchange of Thailand with the registered capital as shown in the following

table.

Category No.ofShares(Millionshares) Amount(millionbaht)

Registered Capital 530 5,300.00

Paid Up Capital 526.465 5,264.65

1. Electricity Generating Authority of Thailand 133,773,662 25.41

2. OneEnergy Thailand Ltd. 118,023,606 22.42

3. Littledown Nominees Limited 25,872,900 4.91

4. Chase Nominees Limited 1 12,643,800 2.40

5. State Street Bank and Trust Company, for London 10,399,170 1.97

6. Bangkok Life Assurance Public Company Limited 8,835,000 1.68

7. Chase Nominees Limited 73 6,377,200 1.21

8. HSBC (Singapore) Nominees Pte Ltd 6,348,597 1.21

9. State Street Bank and Trust Company for Australia 5,063,340 0.96

10. Norbax Inc.,13 4,769,200 0.91

Remarks/1 Excluding 48,215,531 shares under Thai NVDR which account for 9.158% of the total outstanding shares. Such

NVDR holders do not have the right to vote at the shareholders meeting.

EGCOs two major controlling shareholders are as follows :

1.ElectricityGeneratingAuthorityof Thailand (EGAT): EGAT was incorporated under the criteria set forth in the

State Enterprise Capital Act with the objectives to generate, purchase, transmit and distribute electricity. EGAT

also provides the operation and maintenance services and invests in electricity related business.

As a major shareholder, EGAT has four representative directors of all 15 directors.

2. OneEnergy Thailand Ltd. OneEnergy Thailand Ltd. is a 50:50 joint venture between CLP Holdings Limited

and Mitsubishi Corporation. OneEnergy Thailand Ltd. has the objective to invest in power business in the Southeast

Asia and Taiwan.

As a major shareholder, OneEnergy Thailand Ltd. has four representative directors in EGCO.

Information of investors under Thai NVDR Co., Ltd. was shown on the website: www.set.or.th/nvdr/

No. Shareholders/1 Shares %of

Total

The top ten shareholders as of September 1, 2008, the closing date of shareholders roster for the right to receive

the interim dividend payment on September 11, 2008, are as follows.

47

Organization Structure At the top of EGCOs organization structure is the Board of directors, the standing committees, the President and the

top management.

1. Board of Directors The Board of Directors has main responsibility to conduct a business in a way that will benefit EGCO, shareholders

and stakeholders including the employees and communities where EGCO operates its business. The Board works with the

Management in formulating EGCOs vision and policy and to approve the annual budget.

Currently, the Board comprises 15 members:

14 non-executives (including six independent directors), and

President, the only one executive member.

The Board of Directors and their share ownership in EGCO as of December 31, 2008 are as listed below:

No. Name PositionAppointment

Date

No.ofshares

December31,

2008

1 Mr. Sanit Rangnoi Chairman November 27, 2006 - - -

2 Mr. Aswin Kongsiri Independent Director / April 24, 2006 - - -

Vice Chairman

3 Mr. Chaipat Sahasakul Independent Director April 25, 2005 - - -

4 Mrs. Wattanee Phanachet Independent Director December 1, 2006 - - -

5 Mr. Thanapich Mulapruk Independent Director April 23, 2007 - - -

6 Mr. Somphot Kanchanaporn Independent Director January 28, 2008 - - -

7 Mr. Phaiboon Siripanoosathien Independent Director September 9, 2008 - - -

8 Mr. Sombat Sarntijaree Director April 23, 2007 - - -

9 Mr. Narongsak Vichetpan Director June 29, 2007 - - -

10 Mr. Peter Albert Littlewood Director April 25, 2005 - - -

11 Mr. Hideaki Tomiku Director April 23, 2007 - - -

12 Mr. Mark Takahashi Director October 30, 2006 - - -

13 Mr. Hideo Kuramochi Director April 21, 2008 - - -

14 Mr. Visit Akaravinak1 President / Director April 23, 2007 - - -

15 Mr. Vinit Tangnoi2 President October 1, 2008 - - -

December31,

2007

No.of

Shares

Increase

(Decrease)

Remarks 1 Mr. Visit Akaravinaks contract as President expired on September 30, 2008. However, he continued his

directorship until his resignation on December 31, 2008. 2 Mr. Vinit Tangnoi was appointed a director and the President on April 21, 2008 and October 1, 2008

respectively.

48

IndependentDirectors

The Board in the meeting no. 7/2008 on September 8, 2008 has early adopted the qualifications of independent

directors which is stronger than the previous one to comply with the notification of the Capital Market Supervisory Board

no. 14/2008 re: Filing for and Approval of Newly Issued Shares. Under the new definition, EGCO independent director

shall have the following qualifications.

1. Holding shares not more than 1% of the paid-up capital with the voting right of EGCO, parent company,

subsidiary company, associated company or any legal entity that may have the conflict of interest (including the

connected persons as stipulated in section 258 of securities laws)

2. Not being a director that takes part in the management (executive director, director who has the same

responsibility as management except for the signature in transactions approved by the Board and the joint

signing with other directors), employees, advisors who receive regular salary, and controlling person of EGCO,

parent company, subsidiary company, associate company and fellow subsidiary (subsidiary of the same holding

company) or any entity that may have a conflict of interest during the period of two years before his/her

appointment.

3. Not being a person who is related by maternity and by registration as parent, spouse, brother, sister, and son

and daughter including their spouses of the management, or major shareholders, controlling persons or persons

who will be nominat

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