MINUTES OF THE SHAREHOLDERS’ ANNUAL GENERAL …

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MINUTES OF THE SHAREHOLDERS’ ANNUAL GENERAL MEETING

OF RATCHABURI ELECTRICITY GENERATING HOLDING PUBLIC COMPANY LIMITED

Year 2556 (B.E.) ………………….

The Meeting was convened at 2.00 p.m. on Thursday 28th March 2013 at

Bangkok Convention Centre, B2, Level 22, the Centara Grand & Bangkok Convention Centre at CentralWorld Hotel, No. 999/99 Rama 1 Road, Phathumwan District, Bangkok, and presided over

by Mr. Kurujit Nakornthap, Chairman of Ratchaburi Electricity Generating Holding Public Company Limited (“the Company”).

The Chairman announced that there were 661 shareholders in person and 829 proxies that amounted to 1,490 participants in total attending the Meeting and holding the

aggregate amount of 1,121,577,053 shares equivalent to 77.3502 per cent of all the shares sold

that constituted the quorum according to the Company’s Articles of Association stipulating that at a shareholders’ meeting there should be not less than 25 shareholders and proxies or not less

than half of the total number of shareholders holding altogether not less than one-third of the total shares sold attending the meeting to constitute a quorum.

The Chairman then called the Meeting to order and assigned Mrs. Boontiva

Dansamasatid, Company Secretary, to record and prepare the minutes of the Meeting. He then introduced to the Meeting the Directors, Executives, auditor and legal advisor present at the

Meeting to deliver additional information and answer the questions as follows.

Directors present

1. Mr. Kurujit Nakornthap Chairman of the Board of Directors, and Investment Committee Chairman

2. Mr. Trakul Winitnaiyapak Director, Human Resources and

Remuneration Committee Chairman, and Investment Committee Member

3. Captain Siridech Julpema Independent Director, and Audit Committee Chairman

4. Police Lieutenant General Thavorn Chanyim

Independent Director, and Risk Management

Committee Chairman

5. Mr.Weera Sriwathanatrakoon Independent Director, and Human Resources and Remuneration Committee Member

6. Mr. Satit Rungkasiri Independent Director, and Audit Committee

Member 7. Mr. Sutat Patmasiriwat Director

8. Mr. Thana Putarungsi Director, Human Resources and Remuneration Committee Member, and

Investment Committee Member 9. Mr. Soonchai Kumnoonsate Director

10. Miss Piyathida Praditbatuga Independent Director, and Audit Committee

Member 11. Mr. Noppol Milinthanggoon Director, Chief Executive Officer,

and Secretary to the Board of Directors

Directors absent

1. Mr. Surachai

Tansitpong Director, and Risk Management Committee

Member

Executives present

1. Mr. Peerawat Pumthong Chief Operating Officer 2. Mr. Kriengrit Jiajanpong Senior Executive Vice President - Asset

Management 3. Mr. Wutthichai Tankuranand Chief Finance Officer

4. Mrs. Sunee Rajatamutha Executive Vice President - Finance

(TRANSLATION)

http://www.ratch.co.th/en/corporate-governance/person-detail.php?height=480&width=850&myDataID=40



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5. Mrs. Boontiva Dansamasatid Executive Vice President - Corporate

Administration 6. Mr. Somnuk Jindasub Executive Vice President Acting Managing

Director of Ratchaburi Electricity Generating Company Limited

7. Mr. Nirun Wongchanglor Executive Vice President Acting Chief Finance

Officer of Ratchaburi Power Company Limited

8. Mr. Prayuth Thongsuwan Executive Vice President Acting Managing Director of Solarta Company Limited

9. Mr. Raluke Satayaporn Acting Executive Vice President - International Business Development

10. Mr.Damrong

Kheochaum Acting Executive Vice President - Domestic

Business Development 11. Mr. Sommai Poosanachakorn Vice President - Accounting Division

12. 13.

Miss Raywadee Mrs. Wadeerat

Srikongyos Charoencoop

Vice President - Finance Division Vice President - Financial Planning and

Management Division

Auditors present. 1. Mr. Vairoj Jindamaneepitak KPMG Phoomchai Audit Limited

Legal Advisor present. 1. Mrs. Sawanee Sethsathira Baker and McKenzie Limited

After that, the Chairman described the voting procedures for each agenda that followed the Stock Exchange of Thailand’s best practice guidelines for holding the shareholders’

annual general meeting. The procedures were written and attached to the Notice of Meeting

disseminated to all shareholders. There were two cases of voting as follows.

In case of the shareholder in person, to consider and approve each agenda

for disagreement or abstention. the Company’s staff would collect, from the shareholders raising their hands, the ballots. For those who did not show their hands, it would be considered as

agreement to that particular agenda as proposed by the Chairman. The mentioned procedures were

applied in all agendas except for Agenda 10: Election of Directors, where, according to the recommendation of the Stock Exchange of Thailand, every ballot no matter it is agreement,

disagreement or abstention would be collected from all attendants, and the voting for election of Directors would be conducted one by one.

In case of the proxy holders, the Company provided three proxy forms as

prescribed by the Department of Business Development, Ministry of Commerce. These proxy forms included Form A that the shareholders allowed the proxy holders to attend and vote on

his/her own opinion on behalf of the shareholder at the Meeting; Form B that the shareholders had made specific instructions on voting for each agenda; and Form C that was used only in case

of foreign shareholders who appointed the Custodian in Thailand to be in charge of their shares. Only one of these three proxy forms or other form would be used at the shareholder’s

convenience. According to the Department of Business Development, a shareholder might appoint

3 proxies yet only one of them was entitled to attend the Meeting.

As for the proxy form specified that the proxy holder has the right to consider and

vote on the shareholder’s behalf in all agenda as he/she might deem as appropriate, the above voting procedure in case of the shareholder in person would be applied.

For the proxy form on which the intentions of the shareholder were already

specified, such particular votes would be recorded to the computerized system during the registration and would be counted for the Meeting’s resolution.

For further reference, the Company would keep only disagreement and abstention ballots except for the agenda on election of Directors that, according to the

recommendations of the Stock Exchange of Thailand, all ballots of any votes would be kept.

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In voting, the Chairman declared that each shareholder, according to the

Company’s Articles of Association, had a number of votes equivalent to a number of shares held by him/her where one share would equal one vote. Each shareholder or proxy holder should vote

in only one of the followings: Agree, Disagree or Abstain. Split of votes would not be allowed. On general matters, a simple majority of votes by shareholders present with voting right would be

counted as the Meeting’s resolution. For Agenda 6, to consider and approve the transfer of the

whole business of Ratch Udom Power Company Limited, a vote of not less than three-fourths of the total votes of shareholders present with voting right is required according to Section 107(2)(b)

of the Public Limited Companies Act B.E. 2535 and Article 36(2)(b) of the Company's Articles of Association. For Agenda 7, to consider and approve the amendment of Clause 5 of the Company's

Memorandum of Association, a vote of not less than three-fourths of the total votes of shareholders present with voting right is required according to Article 36(2)(f) of the Company's

Articles of Association. For Agenda 8, to consider and approve the amendment of Article 13 of the

Company's Articles of Association, a vote of not less than three-fourths of the total votes of shareholders present with voting right is required according to Section 31 of the Public Limited

Companies Act B.E. 2535 and Article 36(2)(f) of the Company's Articles of Association. And for Agenda 9, to consider and determine the Director's Remuneration, a vote not less than two-thirds

of the total votes of shareholders present with voting right is required according to Section 90 of

the Public Limited Companies Act B.E. 2535. In case of equality of vote, the Chairman of the Meeting would give a casting-vote.

The computerized processing for vote counting included three phases. Firstly, on registration, the votes equivalent to the number of shares held by each shareholder would be

initially recorded on the database as “Agree” in each agenda. Then, the votes specified on the proxy form as “Disagree” and “Abstain” would be deducted from the database. And finally, during

the Meeting, “Disagree” and “Abstain” votes specified on the ballots to be collected would be

deducted from the database to finalize the number of Agree, Disagree and Abstain votes that would be announced to the Meeting by the Chairman in each agenda.

The Chairman informed the Meeting that the Legal Advisor was invited to act as an inspector for transparency of the Meeting and to ensure the compliance with the laws and the

Company’s Articles of Association. The inspector would examine several matters including the process

in checking shareholders or proxies’ documents, the Meeting quorum, no votes by any connected persons, voting method and counting compliant with the Articles of Association and with the

procedures declared by the Chairman. The inspector would also ensure that all ballots were collected, and that the resolutions and voting results were accurate.

Then the Chairman informed that the Company offered the opportunity to

shareholders to propose in advance the issue(s) to be contained in the Meeting agenda and/or qualified candidate(s) to be elected as the Company’s Director(s). The proposals were invited

through the electronic media of the Stock Exchange of Thailand and the Company’s website for a period of 4 months during 1st September 2012 and 31st December 2012. To ensure the

transparency and that the decision made upon the Company’s benefit, the Board of Directors established the procedures and criteria in considering and selecting the proposals including

qualifications of shareholder eligible to submit the proposal, proposal not to be included in the

Meeting agenda, Director’s qualifications and forbidden qualifications, proposal forms, channels for submitting the proposal, and consideration procedures. As a result, no proposal was made to

the Company.

Afterwards, the Chairman conducted the Meeting in the same sequence as stated

in the Notice of the Meeting as follows.

AGENDA 1 To consider and approve the Minutes of the Shareholder’s Annual General Meeting Year 2555 (B.E.) held on 26th March 2012

The Chairman proposed to the Meeting to consider the minutes of the Shareholders’ Annual General Meeting Year 2555 (B.E.), which was held on 26th March 2012. The

21-page minutes are as appeared in Page 9 to Page 29 on the Notice of the Meeting disseminated to all shareholders.

http://dict.longdo.com/search/articles%20of%20association

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The Chairman encouraged questions and suggestions from the Meeting and there

was none. The Chairman then proposed that the Meeting should approve the mentioned meeting minutes. In this agenda, according to Article 36 (1) of the Company’s Articles of Association, a

simple majority of votes by shareholders present with voting right would be counted as the Meeting’s resolution. RESOLUTION:

The Meeting resolved the approval of the minutes of the Shareholders’ Annual General Meeting Year 2555 (B.E.) proposed by the Chairman with the simple

majority votes of the shareholders present with voting right as follows.

Agreement 1,149,959,809 votes equivalent to 99.8105 per cent

Disagreement 0 votes equivalent to 0.0000 per cent

Abstention 2,182,238 votes equivalent to 0.1895 per cent

Total 1,151,842,047 votes equivalent to 100.0000 per cent

AGENDA 2 To Acknowledge the Board of Directors’ Annual Report on the Company’s Performances in Previous Year and Other Activities to be Performed in the

Future

The Chairman presented to the Meeting the video clip reporting the performances

of the Company and its subsidiaries in the previous year and the activities to be performed in the

future which were briefly recorded as follows.

1. Operating Results

Throughout 13 years of operations since its inauguration, the Company has placed much importance on enhancing balance among the three pillars of sustainability namely

economy, society, and environment. Currently, the Company has total generating capacity of 6,303 megawatts of which 1,134 megawatts are projects under construction and development.

The Company will put ongoing efforts to meet the target of 7,800 megawatts by 2016.

The Company's 2012 performances reflected its strong financial status and stable growth. The profit reached at Baht 7,726 million or Baht 5.33 per share. As of 31st

December 2012, the Company had the assets valuing Baht 96,811 million, the liabilities valuing Baht 43,079 million, and the shareholders equity valuing Baht 53,732 million.

As for the returns to shareholders, the Company maintained the dividend

payment not less than 40 per cent of the profit of the consolidated statements after allocation to a reserve fund required by laws and other reserves as stated in its dividend payment policy. In

September 2012, the interim dividend payment was made at Baht 1,595 million in total or Baht 1.10 per share and in April 2013, the yearend dividend would be paid from the last 6 months of

2012 performances.

2. Project Investment and Development

The Company’s core businesses are classified into 3 categories, namely power

generation, renewable energy, and power generation related businesses. In the previous year, the developing projects have been carried on and new investments have been continuously seeking

locally and internationally.

2.1 Power Generation

In the previous year, the Company had successfully expanded its

overseas investment especially in Australia as its investment base. The Company has increased its shareholding in the RATCH-Australia Corporation Limited up to 80 per cent. Currently, there are 6

power plants using natural gas and wind energy as primary fuel and all of them are located in different states of Australia with long term power purchase agreements. The acquisition of these

assets has generated material revenue to the Company. For management to maximize benefit to

the Company, the selling of all 14 per cent shares held in Loy Yang A Power Plant was made to the Plant’s major shareholder, and the variation of the power purchase agreement of Collinsville

Power Plant was implemented. Currently, the Company has undertaken economic feasibility study

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to develop renewable energy power plant in the campus area of such power plant. Also, the

seeking for new investment opportunity in other nearby areas has been carried out.

In addition, investment in electricity energy sector through the Lao PDR

Stock Exchange is a key mechanism the Company used to create a steady income. In the previous year, the Company Group has purchased more ordinary shares of EDL-Generation Public

Company or EDL-Gen traded in the Lao PDR Stock Exchange that increased its shareholding up to

10.108 per cent. In addition to creating return in form of dividend and generating capacity, such investment has confirmed the Company's commitment to long-term investment in the

energy sector in Lao PDR.

The progress of projects under development in Lao PDR are summarized

as follows.

(1) The Hongsa Thermal Power Plant Project. The construction of power

plant, high voltage transmission line system and substation, coal mine, water retention dam for

internal use, and the access road from Thailand - Laos border has been carried out with the progress as a whole counted for more than 40 per cent.

(2) The Nam Ngum 3 Hydroelectric Power Plant Project. The Tariff MOU is under negotiation with the Electricity Generating Authority of Thailand (EGAT).

(3) The Xe-pain Xe-namnoy Hydroelectric Power Plant Project. In 2012

the Power Purchase Agreement was signed with EGAT and the Concession Agreement was signed with Lao PDR’s Government.

For projects in Thailand, the Company has invested in three cogeneration small power plants (SPPs) with firm contracts to promote the Government's policy about most

efficient use of energy. They are two SPP cogeneration projects of the Ratchaburi World Cogeneration Company Limited of which the Environmental Impact Assessment Report was

approved by the Office of Natural Resources and Environmental Policy and Planning, and the SPP

cogeneration project of the Nava Nakorn Electricity Generating Company Limited that its Environmental Impact Assessment Report is under preparation.

2.2 Renewable Energy

The Company has put much focus on power generation using renewable

energy and the investment target in renewable energy has been increasingly adjusted up to

200 megawatts by 2016. In 2012, renewable energy projects in which the Company has invested completed the construction works and started commercial operations. They are 8 solar farms of

the Solatar Company Limited, the Korat 3, Korat 4 and Korat 7 Solar Farms, and the Huay Bong 2 and Huay Bong 3 Wind Farms.

As for projects under development, the Khao Kor Wind Farm obtained, in

the previous year, the approval on its Environmental Impact Assessment Report. The biomass power plant project of Songkhla biomass Company Limited, where the model of community

participation by ownership has been introduced and successfully implemented, is under construction.

2.3 Power Generation Related Businesses

The Company has invested in power plant operation and maintenance

services. Currently, it has long-term agreements with the Ratchaburi Power Company Limited’s

plants and Nam Ngum 2 Hydroelectric power plant. The Company has also invested in maintenance business services for power plant's gas turbines.

3. Financial Management

The Company’s financial management policy has focused on capital

sufficiency and liquidity management to support the investment expansion in its three core

businesses, locally and internationally. Monitoring and reviewing the financial management of the Group has been continuously undertaken. The priority has also been put on financial cost

management and on maintaining key financial ratios at appropriate level.

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In 2012, the credit rating firms has affirmed the Company's corporate credit rating:

Tris Rating Company Limited announced at AA, S&P Rating at BBB+, and Moody's Investors Service at Baa1 with stable outlook. These corporate credit ratings reflect the leadership in power

industry, strong financial status and internationally recognized.

4. Organizational Management

and Corporate Social and Environment Responsibility

The Company is committed to its vision to be trusted by the public and it therefore has seriously and continuously held on to the good corporate governance principles and

His Majesty the King's principle on "understanding, approach and develop" in its management, public participation and operations with social and environmental responsibility in order to ensure

mutual benefits, directly and indirectly, among the stakeholders.

In 2012, the Company furthered the cooperation with the Royal Forest Department

on the Love the Forest and the Community Project which is the core activity depicting the

Company’s social and environment responsibility by promoting the conservation management to increase forest area in the form of community forest. The project has been implemented based on

the concept of “forest stays, community gains” under the philosophy of sufficiency economy. Three main activities are Community Forest Contest, Kla Yim Youth Camp, and Community Forest Leaders'

Network Seminar.

Additionally, there were two special projects undertaken in 2012. They are the Local Plants for Community Food Bank Book that was initiated to celebrate the Auspicious

Occasion of Her Majesty the Queen’s 80th Birthday Anniversary, 12th August 2012, and the Ban Huay Rai Burapa Community Forest Learning Center that was initiated to celebrate the Auspicious

Occasion of His Royal Highness Crown Prince Vajiralongkorn’s 5th cycle Birthday Anniversary on 28 July 2012.

From the evaluation of the project implementation, it was found that the project

has been successfully carried out, the Company and the Royal Forest Department therefore agreed to extend the cooperation to Phase 2 during 2013 and 2017.

As for Lao PDR which is an important investment base outside Thailand, the Company has provided the Education for Career Empowerment Project in collaboration with the

Ministry of Education and Sports of Lao PDR with the objectives to improve the curriculum of

vocational level of Lao PDR and to provide scholarships to teachers, educational staff, and vocational students of Lao PDR to support the development of the country.

5. Awards and Recognition

With full commitment and dedication of the Board of Directors, executives and

employees, the Company and its subsidiaries had obtained awards and recognitions in several

perspectives in 2012 such as the Corporate Governance Report Assessment at Excellence level, the Annual General Meeting (AGM) Organization Assessment at of Excellence level, the Best

Senior Management Investors Relations Support, the Outstanding Enterprise Award in Labor Relations and Employees’ Welfares, and the Industrial Plant Development with Public Participation

and Social Responsibility (CSR-DIW) Award. The international standards in environmental management have been introduced, applied and seriously implemented in all power plants in the

Group and the Company’s power plants had received international standard certificates for

environmental quality management, health and safety.

The Chairman then encouraged the inquiries and suggestions from the Meeting

and Mr. Jeerapun Buaboocha, Shareholder, have some observation and inquiries arising from the data disclosed in the Company's 2012 Annual Report, Summary Version and Full Version. The

observation and inquiries with with the clarifications and explanations made by the Chairman, the

Chief Executive Officer (CEO), and Management were briefly recorded hereinafter.

1. As disclosed on Page 8 of the Company's 2012 Annual Report Summary

Version that the plant of the EGAT Diamond Service Company Limited at the Nava Nakorn Industrial Estate was seriously damaged from the massive flood in late 2011 and a new business

plan was therefore implemented to better address new strategy, operations and direction of the

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company, the Shareholder asked whether there have been any actions on the damage and

whether the situation return to normal yet.

The CEO explained that the gas turbine maintenance business that the

Company has invested in the EGAT Diamond Service Company Limited is one of the Company's core business that is business related to power generation. The impact from the massive flood in

late 2011 is the delay of the maintenance work to be undertaken at the flooded plant. However,

the insurance covered all the damages. Currently, the plant has been rehabilitated to normal condition to run its business according to the business plan.

2. As the Message from the Chairman on Page 16 of the Summary Version of Annual Report indicated that the Company has adjusted generating target from renewable energy

to 200 megawatts by 2016 and it continues to seek more investment opportunity in foreign countries, especially in Australia whose government had a policy to increase renewable energy

power generation to 20 per cent of the total generating capacity by 2020, the Shareholder asked

whether the government as referred in the mentioned report is the Australian or the Thai government. He also asked about the Thai government's policy on the issue.

The Chairman informed the Meeting that the said target is the Australian government's policy. He then declared that the Thai government has a policy to promote use of

renewable and alternative energy and the target is set to use renewable energy at least 25 per

cent of the total energy consumption in Thailand in 10-year period since 2012 that is by the year 2021.

3. On Pager 71 of the Full Version of 2012 Annual Report, it disclosed about human resource management and the overseas posting that to boost morale for the employees

seconded to work in its projects outside Thailand, the Company arranged the annual seminar in Nan province so that the Company's executives and employees had an opportunity to visit their

colleagues since Nan province is at the border of the Xayaboury province of Lao PDR where the

Hongsa Thermal Power Plant Project is located. The Shareholder observed that the Company should use the expenses of such seminar organization for compensation to those posted

overseas.

The Chairman thanked the Shareholder for his observation that would be

further considered.

Afterwards, the Chairman informed the Meeting that this agenda was presented for acknowledgement from the Meeting and it therefore required no voting.

RESOLUTION:

The Meeting resolved the acknowledgement of the Board of Directors’

annual report on the Company’s performances in the previous year and other

activities to be performed in the future as presented by the Chairman.

AGENDA 3 To consider and approve the statements of financial position and the

statements of income for the fiscal period ended on 31st December 2012

The Chairman declared that the Company’s statements of financial position and the statements of income for the fiscal year ended on December 31st, 2012 has been reviewed

and audited by Mr. Vairoj Jindamaneepitak, C.P.A (Thailand) No. 3565 of KPMG Phoomchai Audit Limited, the Company’s Auditor and endorsed by the Audit Committee as appeared on the Annual

Report 2012 attached to the Notice of the Meeting disseminated to all shareholders.

The Chairman then encouraged the inquiries and suggestions from the Meeting that were briefly recorded with the clarifications and explanations made by the Chairman, the

Audit Committee Chairman, the CEO and the Management hereinafter.

1. Mr. Arun Niramonparadee, Shareholder, delivered opinion and questions as

follows.

(1) The Shareholder appreciated the Company's operating results of which

are described by some key financial ratios such as Return on Equity and Net Profit Margin as

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disclosed on Page 11 of the Full Version of 2012 Annual Report. They indicated the increase at

quite satisfactory rates. He expected that the Company's operating results would be stably grow.

(2) On Page 25 of the Full Version of 2012 Annual Report, Operational Risks

were disclosed especially from Risk of Unexpected Dividend Received from Subsidiaries, the Shareholder asked whether such risks happen yet.

Mr. Wutthichai Tankuranand, Chief Finance Officer, explained that the

Operational Risks disclosed on the Annual Report include two factors namely Risk of Unexpected Dividend Received from Subsidiaries, and Risk of Unexpected Performance of the Company and

Its Subsidiaries. The result may occur in both directions; more or less than estimated. The Risk of Unexpected Dividend Received from Subsidiaries varies on the shutdown for equipment

maintenance and on foreign exchange rates. For examples, in case that the US dollar is appreciated, the Company will gain from the foreign exchange rates. On the contrary, when the

US dollar is depreciated, it will impact on loss from the foreign exchange rates. In normal

situation, the two risk factors may occur at all time. However, in power sector, there is preventive measures at some level so that the impact will not be high. Throughout its 12-year operations,

there has been no serious fluctuation in the Company's operating results.

(3) On Page 64 of the Full Version of 2012 Annual Report, it depicted the

table of Revenue Structure comparing between Year 2012 and 2011. As for Share of Profit (Loss)

of Jointly-Controlled and Associated Entities, it indicated that the profit of the SouthEast Asia Energy Limited in Year 2012 (Baht 224.57 million) decreased from that of Year 2011 (Baht 314.49

million). Also, the profit for Year 2012 of Pert Power Partnership (jointly-controlled entity of RAC) amounting Baht 21.01 million decreased from that of Year 2011 (Baht 50.37 million). In addition,

the data of Hongsa Power Company Limited and other companies listed downward on the table show that all of these companies loss. The Shareholder then asked about the causes of these

companies' performances.

Mr. Wutthichai Tankuranand, Chief Finance Officer, explained that the power plant of the SouthEast Asia Energy Limited is Hydro Power Plant and the operations of the

company depends on water volume in its dam. In 2011, the water is higher than normal level and it raised the company's profit high accordingly. In 2012, the water level is at normal level, the

company's profit decrease but stays at the estimated level.

For Pert Power Partnership (jointly-controlled entity of RAC), the plant using natural gas as its primary fuel is located in Australia. The decrease of its income is mainly

caused by annual maintenance shutdown.

As for the losses of Hongsa Power Company Limited and other

companies, it was because all these projects are under construction and do not start commercial

operations. Some expenditures cannot be recorded as the project costs. In the previous year, the US dollar was quite depreciated and it has caused loss from foreign exchange rate that is normal

situation.

(4) On Page 193 of the Full Version of 2012 Annual Report, Notes to the

Financial Statements Item 22 : Gain on termination of Power Purchase Agreement, it was stated that the Group has been considering plans to utilize Collinsville's property, plant and equipment in

the future. The Shareholder then asked whether there was any plan implemented and whether

there was any income from such property, plant and equipment or not. Furthermore, such information indicates the impact on the consolidated statement of comprehensive income for the

year ended on 31st December 2012 that there was Gain on termination of Power Purchase Agreement of Baht 1,069.442 million, Income from termination of Power Purchase Agreement of

Baht 3,202.573 million, and other expenses of Baht 2,133.131 million. The Shareholder then

asked whether such other expenses had included the Impairment of plant and equipment of Baht 885.690 million or not.

Mr. Wutthichai Tankuranand, Chief Finance Officer, explained that the campus area of the Collinsville Power Plant has been subsidized according to the Australian

Government's carbon credit policy. Currently, the Company has been undertaking the feasibility study to use other fuel in replace of coal in that power plant and the development of renewable

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energy power plant. He added that the feasibility study and the permission process would take

some time.

As for the termination of Power Purchase Agreement of the Collinsville,

the depreciation was made for the whole amount. Although its property, plant and equipment are not utilized, the Company has no additional depreciation costs other than those already stated.

(5) On Page 205 of the Full Version of 2012 Annual Report, Notes to the

Financial Statements Item 33 : Events after the reporting period, it was revealed that the Ratchaburi Energy Company Limited, the Company's subsidiary, sold its whole stake of the

Sukhothai Energy Company Limited. The Shareholder thus asked for the reason of such the shares selling and whether the Company had the intention to dispose all or some portion of the

shares held.

Mr. Peerawat Pumthong, Chief Operating Officer, informed the Meeting

that the said subsidiary has invested in the Added Value to Natural Resources Project by which

the flare gas from the oil rigs has been used for fuel in electricity generation. The company also jointly invested with the Sukhothai Energy Company Limited in the project to improve the flare

gas quality and efficiency to meet the plant's requirements. Later, the Sukhothai Energy Company Limited focuses on the petroleum generation that is not much related to the Company's business.

Therefore, the decision on selling all the shares held in that company was made. Currently, the

old shareholder offered to buy the first portion of 26 per cent. The rest of shares will be sold further.

2. Mr. Jeerapun Buaboocha, Shareholder, stated that from the Audit Committee's Report, it was indicated that the Audit Committee considered that the internal control is efficient

and effective, that all departments have clear segregation of roles and responsibilities, and no significant weakness was found, which is in line with the assessment of the Auditor. As for the

Auditor's Report, under the Auditor's Responsibility Section, it was declared that the procedures

selected to obtain audit evidence depend on the auditor's judgement including the assessment of the risks of material misstatement of the financial statements, and that in making those risk

assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

entity’s internal control.

From the above mentioned Audit Committee's Report and the Auditor's

Report, the Shareholder then observed that the assessment of the internal control should be undertaken in term of effectiveness that efficiency, and that the Auditor focused on only the

internal control that was relevant to the preparation and fair presentation of the financial

statements and there was no consideration on other issues such as the internal control on procurement and property control. In case there are concerns on other issues, he asked for the

information on the assessment on those issues.

After that Mr. Jeerapun Buaboocha, Shareholder, delivered inquiries that

were briefly recorded with the clarifications and explanations made by the Chairman, the Audit Committee Chairman, the CEO and the Management hereinafter.

(1) He requested for some examples that the Audit Committee has found any

insignificant weaknesses and/or defects in 2012.

Captain Siridech Julpema, Audit Committee Chairman, introduced two

members of the Audit Committee namely Mr. Satit Rangkasiri and Miss Piyathida Praditbatuga whose qualifications in terms of educational background, knowledge and experiences best suit for

their duties and responsibilities. He also informed the Meeting about the responsibilities of the

Audit Committee in reviewing the accuracy, completeness and reliability of the financial statements and the internal control sufficiency as well. The Internal Audit Division that is an

independent unit reporting directly to the Audit Committee. In reviewing the operations, there is the annual internal audit plan that was prepared in advance and clearly identifies the activities,

places and schedules. The Company uses modern information technology in its operations. In addition, the internal control is considered based on 5 key factors covering all operations of the

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Company. These factors include organization and environment, risk management, operational

control, information system and communication, and monitoring.

The Auditor performs his duties independently. In the previous year, the

Audit Committee held 6 meetings one of which there was no executive present in order that the Committee and the Auditor could share their opinions freely.

Captain Siridech Julpema, Audit Committee Chairman, informed the

Meeting that the composition and the independence of the Audit Committee, the Internal Audit Division, and the Auditor, together with the process that hold on to transparency and the PDCA

(Plan, Do, Check, Action) principles enable the audit work strengthened and independent. He confirmed that shareholders be ensured in efficiency and effectiveness of the Company's audit

works. He added that in the previous year, there was no weaknesses or defects found in the Company and its subsidiaries.

(2) According to the Notes to the Financial Statements Item 7 : Other

Investments, the Company's 2012 Consolidated Financial Statements shows Short-term held-for-trading securities of Baht 310.609 million of Purchases during the year; and for Available-for-sale

securities, it shows Baht 654.838 million of Purchases during the year, the Shareholder requests for details of the two transactions.

Mr. Wutthichai Tankuranand, Chief Finance Officer, explained that

Available-for-sale securities was recorded from the purchase of the EDL-Gen shares in Lao PDR. During the year 2011 and 2012, the purchase price was 4,500 kip per share averagely. At the end

of the year 2012, the purchase price was closed at 5,750 kip per share. The current price stays at approximately 6,800 kip per share.

(3) According to the Notes to the Financial Statements Item 16 : Interest-bearing liabilities, the Company's 2012 Consolidated Financial Statements shows Baht 900 million

of Short-term loans from financial institutions, and Baht 1,800 million of Notes payable while the

Notes to the Financial Statements Item 6 : Cash and cash equivalents indicates Baht 5,255.311 million of Cash at banks - saving accounts and Baht 2,818 million of Highly liquid short-term

investments, the Shareholder observed that the Company has a high amount of cash and current liabilities. He then asked for more information about the relations between such loans and cash.

Mr. Wutthichai Tankuranand, Chief Finance Officer, explained that the

Baht 900 million loans is a short-term bank loan, and the Baht 1,800 million Notes payable is a 3 - 6 month term bill of exchange (B/E). He added that such a high amount of the Cash at banks -

saving accounts derived from the electricity sales to the Electricity Generating Authority of Thailand which is normal transaction happened annually.

(4) According to the Notes to the Financial Statements Item 21 : Segment

reporting, and for Australia the profit for the year 2012 amounts Baht 1,877.654 million. There are Baht 1,069.442 million Gain on termination of Power Purchase Agreement, Baht 783.679

million of Gain on disposal of available-for-sale security, and Baht 647.400 million of Income tax expense. The three transactions amount Baht 2,500.521 million in total and is higher than the

profit for the said year. The Shareholder then asked whether this indicated that the operations in Australia resulted in loss of approximately Baht 600 million or not. He also ask whether the

income tax should be regarded as income or expense.

Mr. Wutthichai Tankuranand, Chief Finance Officer, explained that the income tax was derived from the termination of Power Purchase Agreement of the Collinsville

Power Plant and from the selling of shares in the Loy Yang A Power Plant and was regarded as income as the Shareholder understood. Since the assets of these two power plants had book

values lower than their tax values, they were recorded as profit in term of accounting but as loss

in term of tax when they are sold out. These transactions were accordingly special incomes. As for after deducting these transactions why the accounting in Australia was recorded loss rather

than profit, he clarified that the investment in Australia was divided into 2 portions; equity and shareholders' loan. The shareholders' loan is regarded as tax management.

The Chairman added that the Company's investments in Australia comprise several power plants using coal, natural gas and renewable energy as fuel. There were

2 coal-fired power plants; Loy Yang A Power Plant and Collinsville Power Plant. Currently,

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Australia has a policy to cut off the emission of carbondioxide and decrease the coal-fired power

plant. The incentive schemes have been launched to motivate the operators. The major shareholder of the Loy Yang A Power Plant had offered the proposal to purchase the 14 per cent

shares the Company held in that power plant. Considering that such the shareholding portion would make the Company a minor shareholder who would have no control and that gain from the

shares selling, the decision to dispose the shares of the Loy Yang A Power Plant was made. As for

the Collinsville Power Plant, the negotiation had been made for the variation of the Power Purchase Agreement and the Company agreed to terminate the agreement because it generated

much benefit to the Company and there would be an opportunity in developing renewable energy power plant according to the Australian Government's policy in the existing campus area.

(5) According to the Notes to the Financial Statements Item 27 : Income tax expense indicating Baht 374.437 million of Expense not deductible for tax purposes of the 2012

consolidated financial statements, the Shareholder asked about the details of such expense and

whether they include entertaining expense and presents or not.

Mr. Wutthichai Tankuranand, Chief Finance Officer, informed the Meeting

that these expenses were mainly power plant expenses that were periodically deducted and not once recognized.

After that, the Chairman proposed that the Meeting should approve the said

statements of financial position and the statements of income. In this agenda, according to Article 36 (1) of the Company’s Articles of Association, a simple majority of votes by shareholders

present with voting right would be counted as the Meeting’s resolution.

RESOLUTION:

The Meeting resolved the approval of the Company’s statements of financial position and the statements of income for the fiscal period ended on

December 31st, 2012 that had been reviewed and audited by the Company’s Auditor

and endorsed by the Audit Committee as proposed by the Chairman with the simple majority votes of the shareholders present with voting right as follows.


Disagreement 5,000 votes equivalent to 0.0004 per cent

Abstention 99,338 votes equivalent to 0.0087 per cent


AGENDA 4 To Consider and Approve the Appropriation of the Annual Profit Year

2012 and Dividend Payment

The Chairman declared that according to Section 116 of the Public Limited

Companies Act and Article 43 of the Company’s Articles of Association, the Company had to

allocate not less than 5 per cent of its annual profit less the accumulated losses brought forward (if any) to a reserve fund until this fund attained the amount not less than 10 per cent of the

registered capital. And the Company’s dividend payment policy approved by the Board of

Directors at the meeting No.5/2007 dated 28th May 2007, that the dividend would be paid not less than 40 per cent of the profit of the consolidated statements after allocation to a reserve fund

required by laws and other reserves, with taking the Company’s cash flows into consideration.

As the 2012 operating resulted that the Company and its subsidiaries had profit of

Baht 7,726 million equivalent to Baht 5.33 per share and after considering the liquidated cash

flows of the Company and the project investments, the Board of Directors deemed to propose that the Shareholders’ Meeting should approve the appropriation of the annual profit year 2012

and the dividend payment as follows.

(1) Reserve fund required by laws: No allocation would be made to the reserve

fund required by laws since the Company’s accumulated reserve fund reached Baht 1,450 million that equivalent to 10 per cent of its registered capital already.

(2) Dividend payment: To pay the dividend of the year 2012 at Baht 2.27 per share or Baht 3,292 million in total, equivalent to 42.6 per cent of the profit of the consolidated

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statements after allocation to a reserve fund required by laws and other reserves. Since the

interim dividend payment of Baht 1.10 per share or Baht 1,595 million in total was paid on 14th September 2012, the remaining yearend dividend of Baht 1.17 per share or Baht 1,697 million in

total would be paid on 11th April 2013. The record date and the closing date of the share registration book for the right to receive such dividend, complying with Section 225 of the

Securities and Exchange Act, were on 6th March 2013 and 7th March 2013 respectively. The 2012

dividend will be paid from the profit on which the Company paid 30 per cent corporate income tax and the dividend receivers are therefore entitled to obtain tax credit.

The 2012 dividend will be paid from the retained earning that paid the corporate tax at 30 per cent rate and the dividend receivers are therefore entitled to obtain tax credit.

The Chairman presented to the Meeting the comparison between the dividend payment year 2012 and year 2011 as follows.

Details Year 2012 Year 2011

Profit (million Baht) 7,726 4,849*

Number of shares (million shares) 1,450 1,450

Dividend payment per share (Baht per share) 2.27 2.25

Total dividend payment (million Baht) 3,292 3,263

Percentage of dividend payment against the

consolidated profit (per cent)

42.6 67.3

* Revised

The Chairman called for questions and suggestions from the Meeting that were

briefly recorded with the clarifications and explanations made by the Chairman, the CEO and the Management hereinafter.

1. Mr. Suthee Sahatsarangsri, Shareholder, stated that the Company paid the

dividend from 2008 operating results at Baht 2.20 per share and from 2009 throughout to 2011 the dividend have been paid at Baht 2.25 per share each year. For 2012, the operations resulted

in profit of Baht 7,726 million that was much higher than the profit of Baht 4,849 million in 2011. However, the Board of Directors proposed that the dividend should be paid at Baht 2.27 per share

that was only 2 satang per share higher than the 2011 payment rate. The Shareholder then would like to know the concept regarding dividend payment whether it should be based on maintaining

at a stable level and not to be less than the previous year or whether it should depend on

varying operation profit. He also asked whether the dividend payment policy was determined by EGAT who are the Company's major shareholder or not.

The Chairman declared that the dividend payment has been considered based on the Company's policy as announced to its shareholders and not EGAT's policy. The Company's

dividend payment would be paid not less than 40 per cent of the profit of the consolidated

statements after allocation to a reserve fund required by laws and other reserves, with taking the Company’s cash flows into consideration. Also taken into consideration is the maintaining of the

level of the payment not less than those paid in the past as observed by the Shareholder.

2. Mr. Arun Niramonparadee, Shareholder, said he agreed with the concept that

the dividend per share should be paid not less than the payment in the past since it would bring

good perception among shareholders. He also agreed that this year special profits from selling shares in the Loy Yang A Power Plant and the variation of the Collinsville Power Plant to be

considered in dividend payment because when there are no special profits in the next following years, the Company could not pay dividend at the same high rate as this year and it would bring

negative perception to the shareholders. However, when deducting this year special profits from the total profit of the year, it was found that this year profit was approximately Baht 2,000 million

higher than the previous year. The Shareholder therefore the 2 satang per share to be paid higher

than last year was at very low increasing rate. He suggested that the dividend per share should be at least 5 satang higher than last year and that would be in line with this year growth. He also

added that the Company had several power plant project under construction and expected to be

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commercially operated on schedule and to ensure the generation of increasing income and profit

to the Company. Thus, there would be no problem in dividend payment in future.

The Chairman thanked the Shareholder for his understanding about the

Company's effort to maintain the dividend payment level to retain its shareholders' positive perception. He informed the Meeting that this year special high profit would happen once and not

in the next following years. The Company also required capital investment for its business

expansion with prudence in order to generate income to compensate the decreasing income from the existing power plants according to the power purchase agreements. He then concluded that

the proposal for dividend payment made by the Board of Directors was proper.

3. Mr. Boonruen Changbua, Shareholder, stated his disagreement with the

opinion made by the Board of Directors that had been duly considered since the Company's had an excellent performance with a high profit of Baht 7,726 million representing 20 per cent higher

than last year. He claimed that the profit sharing made in form of dividend to its shareholders

would be only 2 satang per share higher than last year and the total dividend payment amounted only Baht 29 million. He regarded the amount very small. Considering the percentage of the

dividend payment against the profit in each year in the past as depicted on Page 29 of 2012 CSR Report, he noted that the dividend payment form 2012 operating results was only 42.6 per cent

of the profit. The percentage is less than every year in the past. He then asked what is the major

shareholder's opinion.

The Chairman informed the Meeting that EGAT's Representative Director, he

viewed the proposal for dividend payment had been duly considered as explained above. He also viewed the proposal proper. Considering the 12-year growth since the inauguration, he noted that

the Company's assets has a large growth from approximately Baht 60,000 million up to almost Baht 100,000 million at present.

As for the dividend payment at Baht 2.27 per share, the Chairman noted that

when comparing to the Company's stock price, it would be 3.78 per cent per annum yield that was higher than return of the government bond. In addition, the Company required capital

investment in future both in and outside Thailand in order to generate income to replace the increasing income. Moreover, the proposed rate of dividend payment was higher than last year.

He thus confirmed that the proposal was proper.

4. Mr. Thanachart Thanasettakorn, Shareholder, stated that according to Management Discussion and Analysis narrated on the 2012 Annual Report described about the

selling of 14 per cent share in Loy Yang A Power Plant that the RAC would receive the return of Australian Dollars 20 million cash and 15-year tenure Scheduled Payment Option Agreement and

recorded gain on disposal of long-term investment in the amount of Baht 783.68 million. He

therefore asked whether he was right that the Company recorded the said scheduled payment resulting in special profit but cash would be periodically received in the next 15-year period.

In addition, according to the performance analysis consolidated statements showing gain from exchange rate of Baht 798.05 million that when summing up with the 2012

special profit, the number would be higher than Baht 2,500 million. This number deducted by Baht 7,726 million profit for the year, the remaining that was actual profit should be

approximately Baht 5,000 million. Moreover, this year the corporate tax rate that is at 23 per cent

that is lower than last year tax rate that was at 30 per cent.

From all information above, the Shareholder therefore observed that the

Company's profit should be accounting number but the cash flow might be less than those in 2011 and that is why the dividend payment could not be made at a higher rate.

Mr. Wutthichai Tankuranand, Chief Finance Officer, explained that the return

from the selling of 14 per cent shares in Loy Yang A Power Plant comprising cash and 15-year tenure scheduled payment option agreement was regarded quite high when comparing to the

asset price at the time the Company bought it.

As for the return in form of profit in 2012, there were approximately Baht 800

million gain from exchange rate, and Baht 1,800 million special profit. The cash received from gain from selling of shares in Loy Yang A Power Plant and from the variation of Power Purchase

Agreement of the Collinsville Power Plant are Australian Dollars 120 million in total or equivalent

14

to Baht 3,600 million. But the gain from these special profit is Baht 1,800 million. The reason why

cash received was higher than the profit is that the profit was already deducted by the cost expenses.

As far as expected dividend payment in the future, the Chief Financial Officer added that when the Company received cash, the cash would be divided into 2 portions; the first

one would be used to decrease the loan to support its strength, and the second one would be

prepared for future investment.

The Chairman then proposed that the Meeting should approve the dividend

payment as proposed by the Board of Directors with no allocation to the reserve fund since the Company’s accumulated reserve fund reached Baht 1,450 million equivalent to 10 per cent of its

registered capital already. In this agenda, according to Article 36 (1) of the Company’s Articles of Association, a simple majority of votes by shareholders present with voting right would be

counted as the Meeting’s resolution.

RESOLUTION:

The Meeting resolved the approval of the Appropriation of the Annual

Profit Year 2012 and the dividend payment with no allocation to the reserve fund (since the Company’s accumulated reserve fund reached Baht 1,450 million equivalent

to 10 percent of its registered capital) as proposed by the Chairman with the simple

majority votes of the shareholders present with voting right as follows.





AGENDA 5 To Consider the Appointment of the Company’s Auditor and Determine

the Auditor’s Remuneration

The Chairman informed the Meeting that the Shareholders’ Meeting, according to the Public Limited Companies Act B.E. 2535, would appoint the auditor and fix the auditor’s

remuneration annually.

The KPMG Phoomchai Audit Limited by Mr. Vairoj Jindamaneepitak (C.P.A.

(Thailand) No. 3565), who was the 2012 auditor for the Company and its subsidiaries has

performed his duties in auditing and reporting at a satisfactory level. The auditor and his team understood the responsibilities as the independent auditor. They were prudent in reviewing and

auditing. Recommendations on practices to increase efficiency of internal control and to elevate accounting records to meet the general certified accounting standards. The meetings were made

every quarter with executives and Accounting Division of the Company and its subsidiaries. Also

they explained the auditing results to the Audit Committee on a quarterly basis.

From the past performances, the Board of Directors with the recommendation

made by the Audit Committee to propose to the Meeting to hire the KPMG Phoomchai Audit Limited and to appoint Mr. Vairoj Jindamaneepitak (C.P.A. (Thailand) No. 3565) or Mr. Ekkasit

Chuthamsatid (C.P.A. (Thailand) No. 4195) or Mr. Charoen Phosamritlert (C.P.A. (Thailand) No. 4068) as the Company’s auditor for the fifth consecutive year service in 2013, any one being

authorized to conduct the audit and express an opinion on the statutory financial statements of

the Company. In the absence of the above-named auditors, the KPMG Phoomchai Audit Limited would be authorized to identify one other Certified Public Accountant with the KPMG Phoomchai

Audit Limited, and subject to the Board’s consent, to carry out the work. It was also proposed to the Meeting to approve the remuneration of Baht 810,000 which is increased from year 2012 at

Baht 10,000 or equivalent to 1.3 per cent.

The above-named auditors were also appointed as year 2013 auditors of the Company’s subsidiaries namely Ratchaburi Electricity Generating Company Limited, Ratchaburi

Energy Company Limited, Ratchaburi Gas Company Limited, Ratch Udom Power Company Limited, Ratchaburi Alliances Company Limited, RH International Company Limited, RATCH O&M Company

15

Limited, and RATCH-Lao Services Company Limited, and the 2013 auditor’s remuneration for the

Company and these eight subsidiaries would be Baht 2,160,000 in total (excluding out-of-pocket expenses not exceeding Baht 60,000).

The Chairman added that the auditors namely above have neither relation with

nor conflicts of interest in the Company/its subsidiaries/management/major shareholders or their related persons that may impact on their independent performance. And in the previous year the

Company had recorded the remuneration to KPMG Phoomchai Consultancy Limited that is in the same group as the Office of the auditor for the consultancy provided in the acquisition of

Transfield Services Infrastructure Fund in Australia. Such service is not significant event that will

cause a conflict of interest to the auditor's lack of independence and impartiality in the performance audit.

The selection of the auditor and determination of the auditor’s remuneration was

carefully and thoroughly considered and reviewed by the Audit Committee in terms of technical experiences and the reasonable audit fees, as well as the compliance with the regulations

prescribed by the Securities and Exchange Commission.

The Chairman called for questions and suggestions from the Meeting and Mr.

Suthee Sahatsarangsri, Shareholder, asked about the criteria the Company used in hiring the

Auditor for a long consecutive period service. The Chairman informed the Meeting that according

to the recommendation of the Securities Exchange of Thailand, listed company should change the auditor when such auditor has performed his work for 5 consecutive year service. However, the

auditor firm can be the same but the change would be made in the individual auditor. As for the Company, in its early establishment the Pricewaterhouse Cooper ABAS Limited was the auditor.

When performing for 5 consecutive year, the Company changed its auditor to the KPMG Phoomchai Audit Limited.

Then the Chairman proposed that the Meeting should approve the appointment

of the Company’s auditor and the determination of the auditor’s remuneration as such mentioned above. In this agenda, according to Article 36 (1) of the Company’s Articles of Association, a

simple majority of votes by shareholders present with voting right would be counted as the Meeting’s resolution.

RESOLUTION:

The Meeting resolved the approval of the appointment of the Company’s auditor and the determination of the auditor’s remuneration as proposed by the

Chairman with the simple majority votes of the shareholders present with voting right as follows.





AGENDA 6 To consider and approve the transfer of the whole business of Ratch

Udom Power Company Limited

The Chairman announced that the Company has invested in Ratchaburi Power

Plant through 2 wholly-owned subsidiary companies namely Ratch Udom Power Company Limited

and Ratchaburi Alliances Company Limited, respectively, in order to meet the regulation of the Bank of Thailand on Single Lending Limit for financing of Ratchaburi Power Plant Project at that

time. Such regulation has been currently abolished by the Bank of Thailand and the said investment structure is no longer required. For management purpose, the Board of Directors thus

agreed to propose to the Shareholders’ Annual General Meeting to consider as follows.

1. To approve the dissolution and liquidation of Ratch Udom Power Company Limited

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2. To approve the transfer of the whole business of Ratch Udom Power Company

Limited and afterwards the Company will be a shareholder of Ratchaburi Alliances Company Limited

3. To approve the authorization to the Chief Executive Officer or any person designated by the Chief Executive Officer to consider and act in relevant and/or involved with the

transfer of the whole business of Ratch Udom Power Company Limited as agreed by the

Shareholders' Meeting for the achievement of the transaction.

The Chairman called for questions and suggestions from the Meeting and there

was none. The Chairman then proposed that the Meeting should approve the transfer of the

whole business of Ratch Udom Power Company Limited as such mentioned. In this agenda, according to Section 107(2)(b) of the Public Limited Companies Act B.E. 2535 and Article

36(2)(b) of the Company's Articles of Association, not less than three-fourths of the total votes of shareholders present with voting right would be counted as the Meeting’s resolution.

RESOLUTION:

The Meeting resolved the approval of the transfer of the whole business of Ratch Udom Power Company Limited as proposed by the Chairman with the vote not

less than three-fourths of the total votes of shareholders present with voting right as follows.





AGENDA 7 To consider and approve the amendment of Clause 5 of the Company's

Memorandum of Association

The Chairman announced that the construction of the Company's new office building at No. 8/8 Moo 2, Bangkhen, Muang, Nonthaburi was completed and the lease of the

office at the Energy Complex, Vibhavadi Rangsit Road, Chatuchak, Bangkok was expired on 31st December 2012. The Company therefore relocated its office and registered of its headoffice at

No. 123 Sun Tower B, 31st Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok, and

also registered the branch office at No. 8/8 Moo 2, Bangkhen, Muang, Nonthaburi.

To comply with such relocation, the Board of Directors agreed to propose to the

Annual General Meeting of the shareholders to consider as follows.

1. To approve the amendment of Clause 5 of the Company's Memorandum of

Association from existing provision as "Clause 5. The head office of the Company is located at

Bangkok." to new provision as " Clause 5. The head office of the Company is located at Nonthaburi."

2. To approve the authorization to the Chief Executive Officer to perform on behalf of the Company to register with the Department of Business Development and the

Department of Revenue as well as any other related action as necessary and to approve the

Chief Executive Officer to deliver such authorization to other person to do all actions as he has been designated as such mentioned.

The Chairman called for questions and suggestions from the Meeting and there was none. The Chairman then proposed that the Meeting should approve the amendment of

Clause 5 of the Company's Memorandum of Association as such mentioned. In this agenda, according to Section 31 of the Public Limited Companies Act B.E. 2535 and Article 36(2)(f) of the

Company's Articles of Association, not less than three-fourths of the total votes of shareholders

present with voting right would be counted as the Meeting’s resolution.

17

RESOLUTION:

The Meeting resolved the approval of the amendment of Clause 5 of the Company's Memorandum of Association as proposed by the Chairman with the

vote not less than three-fourths of the total votes of shareholders present with voting right as follows.





AGENDA 8 To consider and approve the amendment of Article 13 of the Company's

Articles of Association

The Chairman announced that as there have been global and regional changing

environment such as the world economic recession and the emerging of the ASEAN Economic

Community, listed companies need preparation to be audited in accordance with the principles of good corporate governance and to upgrade themselves to ASEAN standards. A key effort is to

increase more proportion of independent directors representing their minor shareholders. As for the Company, it requires more qualified persons with diverse knowledge, capability, professional,

experience and skills in the Board of Directors to give substantial advice and reviews and to

support the work of the Board of Directors in overseeing the performances and operation of the Company to achieve goals as defined by the Company's policies, mission and vision. The Board of

Directors therefore agreed to propose to the Annual General Meeting of the shareholders to consider as follows.

1. To approve the increase of the number of the Company’s directors from not exceeding 13 directors to be not exceeding 15 directors and to approve the amendment of Article

13 of the Company's Articles of Association as follows.

Existing provision New provision

Article 13. The Board of Directors shall consist of qualified directors who do not possess any

prohibited characteristics pursuant to the law. The Board of Directors shall be elected by a

shareholders’ meeting and consist of at least seven Directors and not more than thirteen

Directors where at least one half of the

Directors shall be a resident of the Kingdom of Thailand.

Article 13. The Board of Directors shall consist of qualified directors who do not possess any

prohibited characteristics pursuant to the law. The Board of Directors shall be elected by a

shareholders’ meeting and consist of at least seven Directors and not more than

fifteen Directors where at least one half of the

Directors shall be a resident of the Kingdom of Thailand.

2. To approve the authorization to the Chief Executive Officer or any person

designated by the Chief Executive Officer to process the amendment and giving any statements as required by the Registrar and/or the Securities Exchange Commission and the Stock Exchange of

Thailand.


was none. The Chairman then proposed that the Meeting should approve the amendment of Article

13 of the Company's Articles of Association as such mentioned. In this agenda, according to Section 31 of the Public Limited Companies Act B.E. 2535 and Article 36(2)(f) of the Company's Articles of

Association, not less than three-fourths of the total votes of shareholders present with voting right would be counted as the Meeting’s resolution.

RESOLUTION:

The Meeting resolved the approval of the amendment of Article 13 of the

Company's Articles of Association as proposed by the Chairman with the vote not less

than three-fourths of the total votes of shareholders present with voting right as follows.





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AGENDA 9 To Consider and Determine the Director’s Remuneration

The Chairman announced that the Company had set up the policy on

determination of its Directors’ remuneration with the objectives that the criteria, method and

process would be transparent and appropriate in line with the current circumstances and lead to the Company’s benefits. The remuneration would link with the Company’s targets, performances

and the designated responsibilities, and could motivate and retain qualified, potential and skillful

human resources to bring it to the targeted success. Also, the remuneration would be comparable to the practices among the same industries in term of business and corporate size.

According to the aforesaid policy and criteria, the Board of Directors agreed with

the recommendations made by the Human Resources and Remuneration Committee to propose to the Meeting to approve the Director’s remuneration at the same rate and conditions as the

present remuneration that was comparable to the practices among the companies in the same industry and at the same size as follows.

1. To pay annual bonus year 2012 to the Company’s Board of Directors as

follows.

(1) Each Director would receive Baht 1,100,000 bonus.

(2) The Chairman would receive Baht 1,375,000 bonus.

(3) In case that one was appointed more than one position as the Company’s

Director and/or the subsidiaries’ Director, he would receive the annual bonus from the company

that allocated the highest amount of bonus for such period.

(4) The amount of bonus would be allocated according to the Director’s term

period in position and also to the attendance to the Board Meeting that the Director whose

attendance is 75 per cent and upper will receive full bonus allocated for that year, and the Director whose attendance is lower than 75 per cent will receive the bonus at pro rata.

(5) The Management who was appointed as the Company’s Director was

entitled to receive the annual bonus as a Director according to the above criteria.

The total annual bonuses year 2012 would be approximately Baht 12.969 million which is equivalent to 0.17 per cent of the profit.

2. To determine the 2013 retainer for the Company’s Board of Directors and the

Committees as follows.

2.1 The retainer for the Company’s Board of Directors would be paid on

monthly basis and divided into 2 portions; 75 per cent fixedly paid and another 25 per cent paid on attendance. The retainer would be paid for the Chairman at the rate of Baht 50,000 and for

each Director at the rate of Baht 40,000.

2.2 The retainer for the Committees; namely the Audit Committee, the

Human Resources and Remuneration Committee, the Risk Management Committee, and the

Investment Committee would be paid on attendance basis. The retainer would be paid for the chairman at the rate of Baht 30,000 and for each member at the rate of Baht 24,000 and their

duties and responsibilities were designated by the Board of Directors as described in the Annual

Report 2012.

The Chairman called for questions and suggestions from the Meeting and Mr.

Thanachart Thanasettakorn, Shareholder, stated that according to the Meeting Notice, it stated

about the 2012 bonus allocation for the Company's Board of Directors that the total bonus payment are approximately Baht 12.969 million equivalent to 0.17 per cent of the profit. The

Shareholder would like to delete out the phase stating " equivalent to 0.17 per cent of the profit " in order that the expense would not be regarded as Expense not deductible for tax purposes.

19

Mr. Wutthichai Tankuranund, Chief Finance Officer, explained that the Expense

not deductible for tax purposes include several transactions of which main transactions were power plant maintenance expense. Since the expense was recognized in advance, in term of tax

they would be periodically deducted. The Baht 12.969 million bonus for the Board of Directors is not regarded as Expense not deductible for tax purposes.

The Chairman added that such the percentage was stated only to provide the

information for the shareholders for the comparison between the bonus payment to the Board of Directors against the profit.

The Chairman then proposed that the Meeting should approve the Directors’ remuneration as such mentioned. In this agenda, according to Section 90 of the Public Limited

Companies Act B.E. 2535, not less than two-thirds of the total votes of shareholders present with voting right would be counted as the Meeting’s resolution.

RESOLUTION:

The Meeting resolved the approval of the Directors’ remuneration as proposed by the Chairman with the vote not less than two thirds of the total votes

of shareholders present with voting right as follows.





AGENDA 10 To consider the election of new directors and directors in place of those retired by rotation

The Chairman announced that according to Article 17 of the Company’s Articles of Association, it was stipulated, “At every shareholders’ annual general meeting, one-third of the

Directors should retire. If the number of Directors was not a multiple of three, the number of

Director closest to one-third should retire. The Directors retired from office in the first and second years after the registration of the Company should be selected by drawing lots. In subsequent

years, the Director who had held office longest should retire. A Director who vacated office might be re-elected.” At the Shareholders’ Annual General Meeting Year 2556 (B.E.), four Directors

would retire by rotation. They are Mr. Kurujit Nakornthap, Mr. Sutat Patmasiriwat, Mr. Thana

Putarungsi and Mr. Satit Rungkasiri; the lattermost is Independent Director.

The Chairman added that in pursuant to the amendment of Article 13 of the

Company's Articles of Association to increase the number of the Company's Directors to not exceeding 15 directors, the Board of Directors therefore agreed to propose the election of new

three independent directors. Thus, 7 directors in total are proposed for election in this meeting.

The Board of Directors considered the recommendation made by the Human Resources and Remuneration Committee on the Director’s qualifications prescribed by the Public

Limited Companies Act B.E. 2535, education background, skills, working experiences in business relevant to the Company’s operations, profession diversity to benefit the Company’s performance

and development, as well as the Directors’ performances in the previous period. As for Independent Directors, the Company’s definition on “Independent Director”, as distributed to all

shareholders with the Notice of the Meeting, was referred to and the significant business

relationship that might impact the independence of the Directors was also reviewed. Therefore, the Board of Directors with the endorsement of the Human Resources and Remuneration

Committee agreed to propose to the Meeting to consider the election of Directors to be effective since the day after the Shareholders’ Annual General Meeting Year 2556 (B.E.) date as follows.

1. Re-election of 4 Directors who were retired by rotation

(1) Mr. Kurujit Nakornthap Director

(2) Mr. Sutat Patmasiriwat Director

(3) Mr. Thana Putarungsi Director

(4) Mr. Satit Rungkasiri Independent Director

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2. Election of new Independent Directors

(1) Mr. Songpope Polachan Independent Director

(2) Mr. Suwit Kongsaengbhak Independent Director

(3) Miss Rattana Tripipatkul Independent Director

Then the Chairman presented to the Meeting the profiles of the nominated

persons to be elected which were the same content as disseminated with the Notice of the

Meeting to all shareholders. In compliance with Section 86 of the Public Limited Companies Act B.E. 2535, the Chairman informed the Meeting about the nominees who possess the directorship in power

companies that were the same business as the Company and regarded as competitors as follows.

1. Mr. Kurujit Nakornthap is a member of the Board of Directors of the Esso

(Thailand) Public Company Limited.

2. Mr. Sutat Patmasiriwat is the Chairman of the EGAT International Company

Limited, the Chairman of the Ratchaburi Electricity Generating Company Limited, and the

Chairman of the Ratchaburi Power Company Limited.


was none. The Chairman then declared that the selection and nomination of Directors had been undertaken according to the Company’s nomination procedures with the thorough consideration

and review by the Human Resources and Remuneration Committee on the proper qualifications to

benefit the operations of the Company Group. He then proposed that the Meeting should approve the election of Directors as such mentioned above. In this agenda, according to Article 36 (1) of

the Company’s Articles of Association, a simple majority of votes by shareholders present with voting right would be counted as the Meeting’s resolution. After that the Chairman conducted the

voting procedures in accordance with the recommendations of the Stock Exchange of Thailand that the voting for director election was proceeded one by one, and all the ballots no matter

agreement, disagreement or abstention were collected from all attendants.

RESOLUTION:

The Meeting resolved the approval of the election of new directors and

directors in place of those retired by rotation to be effective since the day after the Shareholders’ Annual General Meeting Year 2556 (B.E.) date, as proposed by the

Chairman, with the simple majority votes of the shareholders present with voting

right as follows.

1. For Mr. Kurujit Nakornthap, Director (re-elected)


Disagreement 1,280,800 votes equivalent to 0.1112 per cent



2. For Mr. Sutat Patmasiriwat, Director (re-elected)





3. For Mr. Thana Putarungsi, Director (re-elected)

Agreement 1,132,184,285 votes equivalent to 98.2544per cent




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4. For Mr. Satit Rungkasiri, Independent Director (re-elected)



Abstention 2,519,795 votes equivalent to 0.2187 per cent


5. For Mr. Songpope Polachan, Independent Director





6. For Mr. Suwit Kongsaengbhak, Independent Director





7. For Miss Rattana Tripipatkul, Independent Director





AGENDA 11 To Consider Other Businesses (If Any)

The Chairman encouraged for questions and suggestions in other businesses than

those set in the Meeting agenda and there were suggestions and inquiries raised that were briefly recorded with the clarifications and explanations made by the Chairman, the CEO and the

Management hereinafter.

1. Mr. Suthee Sahatsarangsri, Shareholder, asked as follows.

(1) The Company has subsidiaries in several countries where the accounting

standards were different and that might cause problems in the operations. The Shareholder viewed that the adoption of international accounting standards will enhance the Company to

international level. He then asked whether the Company would apply the international accounting

standards in its accounting system or not, and if so, wheter there would be any impacts.

Mr. Wutthichai Tankuranand, Chief Financial Officer, explained that,

currently, the countries around the world, especially those with large and progressive economics, including Thailand, has adopted the international accounting standards of which the essence was

not much different except for some provisions that might be not simultaneously applied. However,

the Company should comply with the international accounting standards as enforced by the regulators. The application process has been continuously implemented and disclosed in the

financial statements.

(2) As the Company has set up the Investment Committee, the Shareholder

asked about the criteria in considering the project internal rate of return (IRR) in its investment. He also asked about the investment in clean energy project, both wind and solar energy, whether

in case there was no adder from the government, the project would become loss or not.

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The Shareholder added that, the construction of a power plant, the

location would be in principle selected in 2 aspects; the upstream at the power source such as the Company's investment projects in Lao PDR and Australia; and the downstream at the power

consumer side. He also observed that, currently, there have been several critical situations occurring worldwide such as the relocation of the industry from where the manufacturing costs

were high to where the costs were lower. For examples, in Europe where there was much energy

consumption but the manufacturing costs were higher than in the United States of America. The United States of America has changed to use coal rather than natural gas because of not only

lower costs but also much cleaner. In Asia, the population is crowded and the power demand is accordingly increased. The Shareholder then asked how these situations impact on the Company's

investment development, business expansion, and future long-term planning.

The Chairman thanked the Shareholder for his opinions and observations.

He then informed the Meeting that the Company has put much focus on promotion of renewable

energy projects that are clean energy. He added that it was pleased that the Company was among the first power producers in Thailand developing renewable energy power plants, both

domestically and internationally. In the previous year, the Management had proposed to adjust the target for electricity generation from renewable energy from 100 megawatts up to 200

megawatts by the year 2016. The 100 megawatts target was met already. According to the video

presentation on the activities in the previous year, it revealed the success of the construction and the commercial operations of the Huay Bong 2 and 3 Wind Farms with 207 megawatts generating

capacity in total and many solar farms the Company invested in.

Mr. Noppol Milinthanggoon, Chief Executive Officer, informed the Meeting

that the Company set up the IRR for each of its investment project at two digits, depending on each project environments including financial costs, liabilities, and laws and regulations enforced

in each country. Future risks was also taken into consideration. For examples, the IRR to be

obtained from the greenfield development of large-scaled power plant project should be determined at quite high level to cover all risks while the return for the investment in the plant

that has been operated would be lower in accordance with its lower risks.

The Chief Executive Officer informed the Meeting that the Company

viewed the renewable energy as a future trend leading to global warming reduction and a

response to the Ministry of Energy's policy that aimed to reduce the use of fossil fuel and to promote the use of renewable energy instead. As for the Company's investment in renewable

energy projects, in 2012, 11 solar farms and 207-megawatt wind farms has completed its construction and started the commercial operations.

However, the investment in renewable energy project has some

seasoning limitations and it therefore has to depend on fossil fuel project as well. That may lead to double investment and would be the public burden. The Company has tried to invest in these

project at optimum proportion that was not too many projects than necessary. The adder from the government to subsidize these projects are required since the costs are regarded quite high

although they increased from the equipment and technology development. The return is not feasible without adder subsidy.

2. Mr. Sittichoke Boonyavanich, Shareholder, asked as follows.

(1) In the future, if it is necessary to develop a nuclear power plant, the Shareholder asked about the minimum costs and what will be optimum generating capacity. He

also asked whether it would be the investment form the government or private sector and whether the consumer would enjoy lower cost energy or not.

The Chairman informed the Meeting that the Company had no policy

about nuclear power plant investment and currently there was no policy from the government to open for private sector to invest in the project. The assignment has been only made to the

Electricity Generating Authority of Thailand to study the issue in details.

(2) The Shareholder asked whether the power plants and dams that the

company invested in Lao PDR could be converted to shares and traded both in the Lao Securities Exchange and in the Stock Exchange of Thailand in order to increase the Company's value or not.

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Mr. Wutthichai Tankuranand, Chief Financial Officer, informed the

Meeting that the investment projects in Lao PDR had more than one shareholder including the government of Lao PDR. Currently, the Electricite du Laos (EDL) has brought shares held in

hydroelectricity power plants to be traded in the Lao Securities Exchange in which the Company has also invested. As for Dual Listing, the Office of the Securities and Exchange Commission

(SEC), the Stock Exchange of Malaysia and Singapore have policy on this kind of investment. He

added that the Dual Listing was an interesting issue but required time and process for prudent consideration.

(3) The Shareholder asked about the electricity energy security in the future. He asked whether Lao PDR could raise the tariff or terminate the selling of electricity to Thailand

from the projects located in their country or not.

The Chairman informed the Meeting that most of the power plant

investment in Lao PDR has the government of Lao PDR as a shareholder. Each project has clear

agreements enforced by international standard laws. In case of dispute, it shall be settled by arbitration. The main electricity power purchaser of the project is EGAT, which is a good

purchaser. In addition, all projects have generated revenue to develop social and economic of Lao PDR. Considering the good relationship between the two countries and the emerging of the

ASEAN Economic Community, the Chairman confirmed that it would not likely to lead to such the

concerns observed by the Shareholder.

3. Mrs. Siriporn Simcharoen, Shareholder, asked whether the Navanakorn Power

Plant Project when operated would bring about pollution in the nearby area or not.

Mr. Noppol Milinthanggoon, Chief Executive Officer, informed the Meeting

that in the operations of the Small Power Producer Project of the Nava Nakorn Electricity Generating Company Limited, the Company has strictly implemented the policy on social and

environment responsibility as applied in large-scaled project. The project organized the public

hearing meetings attended by the people in the community and applied the international environmental management measures. This power plant uses natural gas that is quite clean as

fuel. He added that advance technologies have been installed to minimize the impacts as required by laws.

There were no other issues raised. The Chairman then thanked the shareholders

for devoting their time attending the Meeting. He finally declared the Meeting close at 5.00 p.m.

After the Chairman declared the Meeting open, the shareholders still registered to

attend the Meeting and at the end of the Meeting there were 769 shareholders in person and 952 proxies attending the Meeting amounting to 1,721 participations in total and holding the

aggregate amount of 1,152,421,390 shares equivalent to 79.4773 per cent of all the shares sold.

Signed ……………………………………. Chairman

(Mr. Kurujit Nakornthap)

Recorded by .............................................. (Mrs. Boontiva Dansamasatid)

Company Secretary

Kurujit Nakornthap

Boontiva Dansamasatid

Documents

MINUTES OF THE SHAREHOLDERS’ ANNUAL GENERAL …