(English Translation) Ref: GE/FIR-L September 2008

Transcription

1 (English Translation) Ref: GE/FIR-L September 2008 Subject: To: Attachments: Resolutions of the Board of Directors Meeting approving Interim Dividend Payment, connected transaction, the acquisition of assets and fixing the date of the Company s Extraordinary General Meeting of Shareholders No. 1/2008 The President of the Stock Exchange of Thailand 1. Acquisition of Assets Information 2. Connected Transaction Information Whereas, the Board of Directors Meeting No. 7/2008 of Glow Energy Public Company Limited (the Company ) held on 12 September 2008 at 9.00 a.m. at Board Room, 38 th Floor - Park Wing, Empire Tower, Yannawa Sub-district, Sathorn District, Bangkok, has approved the following significant matters: 1. Approval of an interim dividend payment based on the results for the six months period ending 30 June 2008 for an amount of THB 0.60 per share to the 1,462,865,035 ordinary shares for shareholders whose names have the right to receive interim dividend shall be recorded on Tuesday 30 September 2008 also Wednesday 1 October 2008 shall be the date for closure of share register book on which the shareholders list as specified in Section 225 of the Securities and Exchange Act shall be complied. The dividend payment shall be made on Thursday 9 October Approval of the development and financing of GHECO-One s coal-fired power generating plant with a maximum net generating capacity of 660 MW and related facilities (the GHECO-One Transaction ). Total project costs are estimated at THB 38,991 million or USD 1,170 million. With aforementioned percentage, this transaction could be regarded as Class 1 Transaction and the company is required to appoint the Independent Financial Advisor ( IFA ) to provide the report to disclose the transaction to the SET and to convene the shareholders meeting to approve the decision to enter into a transaction. The details of which are stated in the Acquisition of Assets Information (Attachment No. 1) as attached hereto. 3. Approval of execution and delivery of all relevant transaction documents to which the Company is or will be a party ( H.H. Transaction Documents ) as follows; 1) Sale and Purchases Agreement by and among, Suez Energy Asia Company Limited (Suez Asia), Stopper Finance B.V. (Stopper), Glow Company Limited (Glow) (a 100% owned subsidiary of Glow Energy Public Company Limited (Glow Energy)) and Houay Ho Thai Company Limited (HHTC) for:

2 1.1 Transfer of 60% of Houay Ho Power Company Limited (HHPC) shares from Stopper to Glow; 1.2 Transfer of 49% of HHTC shares from Suez Asia to Glow. 2) Sale and Purchase Agreement (5% of HHPC) by and between Glow and HHTC for the subsequent transfer of 5% of HHPC shares from Glow to HHTC. 3) Call Option Notice by Suez Asia to MCL Company Limited (MCL) for all of MCL s shares in HHTC. 4) Sale and Purchase Agreement (51% of HHTC) by and between Suez Asia and Hemaraj Land and Development Public Company Limited (Hemaraj) for the transfer of 51% of HHTC shares from Suez Asia to Hemaraj. 5) Subscription Agreement by and among Glow and Hemaraj for the capital increase of HHTC by in order to repay the loan issued by Suez Tractebel S.A. to HHTC for the prior purchase of HHPC shares and to fund the current 5% acquisition of HHPC shares by HHTC from Glow. 6) Direct Agreement by and among HHPC, Glow (and Glow Energy), Electricite du Laos (EDL), HHTC and Suez Tractebel S.A. relating to the continued payment of the EPC Claim Amount. For connection with the acquisition of shares in and subsequent restructuring of Houay Ho Thai Company Limited and Houay Ho Power Company Limited and the financing of such acquisition (the Houay Ho Transaction ), the transaction value of acquiring asset is estimated at THB 1, million or USD million. The size of transaction exceeds 3% of the Company and its subsidiaries net tangible assets which the company is required to appoint the Independent Financial Advisor ( IFA ) to provide the report to disclose the transaction to the SET and to convene the shareholders meeting to approve the decision to enter into a transaction. The details of which are stated in the connected transaction Information (Attachment No. 2) as attached hereto. 4. Approval and acknowledgement of the appointment of CIMB-GK Securities (Thailand) Ltd. as the Independent Financial Advisor for these transactions as Clause No.2 and No.3 above which approved by the Board of Director Meeting No. 4/2008 held on 5 June 2008 and No.6/2008 held on 14 August Approval of the date for the Extraordinary General Meeting of Shareholders No. 1/2008 to be held on Wednesday 29 October 2008 at a.m. at Rajmontien Room, M Floor, Montien Hotel, 54 Surawongse Road, Bangkok with the following agendas: 1. To consider and approve the Minutes of the Annual Ordinary General Meeting of Shareholders No. 1/2008; 2. To consider and approve the development and financing of GHECO-One Co., Ltd. s coal-fired power generating plant with a maximum net generating capacity of 660 MW and related facilities (the GHECO-One Transaction );

3 3. To consider and approve the execution and delivery of all relevant transaction documents to which the Company is or will be a party ( H.H. Transaction Documents ) - Attachment No.4 in connection with the acquisition of shares in and subsequent restructuring of Houay Ho Thai Company Limited and Houay Ho Power Company Limited and the financing of such acquisition (the Houay Ho Transaction ); 4. To consider other businesses (if any) 6. Approval for the shareholders who have the right to attend the Extraordinary General Meeting of Shareholders No. 1/2008 shall be recorded on Tuesday 30 September Also Wednesday 1 October 2008 shall be the date for closure of share register book on which the shareholders list as specified in Section 225 of the Securities and Exchange Act shall be complied. Please be informed accordingly Sincerely yours, (Mr. Suthiwong Kongsiri) Executive Vice President and Chief Financial Officer Authorized Person for Publishing Information

4 Attachment 1 Information Memorandum Concerning the Acquisition of Assets Glow Energy Public Company Limited 1. Date of the Transaction In the aftermath of obtaining the shareholder s resolution from Glow Energy Plc. s ( GLOW ENERGY or the Company ) Extraordinary General Meeting of Shareholder No.1/2008, GLOW ENERGY will commence its full construction and investment in GHECO-One Co., Ltd., a coal-fired power plant in Map Ta Phut, which is one of the subsidiaries of GLOW ENERGY. However, GHECO-One Co., Ltd., the subsidiary of GLOW ENERGY, entered into the Power Purchase Agreement ( PPA ) with Electricity Generating Authority of Thailand ( EGAT ) on 10 September 2008 and initial investment for the first construction down payment in construction of the new asset will be made approximately in November The Parties Involved The Acquirer: GHECO-One Company Limited ( GHECO-One ) GHECO-One is a joint venture between Glow IPP 2 Holding Co., Ltd. and Hemaraj Land and Development Public Company Limited ( HEMARAJ ). Glow IPP 2 Holding Co., Ltd., the wholly owned subsidiary company of GLOW ENERGY, owns 65% of the equity stake in GHECO-One and HEMARAJ holds the 35% equity remaining portion. The Seller: There is no seller in this transaction as the project is the new investment by GLOW ENERGY and HEMARAJ. The construction of the project will expect to take 40 months to complete with Commercial Operation Date scheduled for November The Company does not have any relationship with the involved parties, thus they are not considered as connected person according to Notification of Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, General Characteristic of the Transaction and Transaction Value The Board of Directors Meeting of GLOW ENERGY No. 1/ 2007 on 28 February 2007 has approved the resolution on the formation of GHECO-One to prepare itself for the IPP bidding. Afterwards, according to the Board of Directors Meeting of GLOW ENERGY No. 7/ 2007 on 13 October 2007, its board of directors has approved GHECO-One to submit a binding bid for an IPP project in connection with the Request for Proposal from IPP for Commercial Operation Commencing in Capacity Addition Period Ending ( RFP ) under the Solicitation IPP launched by the Ministry of Energy, Thailand in June On 7 th December 2007, the Ministry of Energy, Thailand announced that GHECO-One has been selected to be the preferred bidder for a 660 MW (net) coal-fired project ( Project ) for commercial operation scheduled for November The Power Purchase Agreement ( PPA ) between GHECO-One and EGAT was signed on 10 September Under the PPA, GHECO-One is entitled to sell all its power capacity and its electricity to EGAT for 25 years starting from the Commercial Operation Date ( COD ).

5 Under Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004, based on value of consideration approach, the total value of consideration received is 66.9% of the value of asset of the listed company and its subsidiaries accordance with the Financial Statements ending 30 June With aforementioned percentage, this transaction could be regarded as Class 1 Transaction and GLOW ENERGY is required to appoint the Independent Financial Advisor ( IFA ) to provide the report to disclose the transaction to the SET and to convene the shareholders meeting to approve the decision to enter into a transaction. A resolution of the shareholders' meeting to approve this transaction must consist of three-fourths of total votes of shareholders attending the meeting and having voting rights, excluding interested shareholders equity. The detail of the transaction value under value of consideration approach is illustrated below. The investment proceeds compared to total asset of GLOW ENERGY and its subsidiaries could be shown as following. - GLOW ENERGY s Investment Proceed in the Project = THB 38,991 million - GLOW ENERGY s Total Asset as of 30 June 2008 = THB 58,287 million - Acquisition Transaction Value = 38,991 / 58,287 = 66.9% 4. Detail of Asset Acquisition 4.1 Project Overview GHECO-One has entered into the PPA with EGAT on 10 September 2008, with total contracted capacity of the power plant of 660 MW (net). Scheduled Commercial Operation Dates (SCODs) is November The term of the PPA is 25 years from the SCOD of the Project, and will be expired in The 660 MW Project and its associated facilities will be located at the existing site of GLOW ENERGY s coal and gas fired hybrid cogeneration plants in Map Ta Phut Industrial Estate, Rayong Province. The site is part of a 178 rais complex over which GLOW ENERGY and its wholly owned subsidiaries, Glow SPP2 Co., Ltd. and Glow SPP3 Co., Ltd. have been granted long-term use right by the Industrial Estate Authority of Thailand. Under Land Use Permission Agreement, Industrial Estate Authority of Thailand allows GLOW ENERGY Group to use the land area of 284,800 square metres (178 Rais) for the period of 30 years until 30 November 2024 (subject to renewal and extensions). The area required for GHECO-One project is 51,200 square metres (32 Rai). The project will derive significant benefit from its location in an existing power complex. The located site enables the utilization of the existing major power generation infrastructure. GHECO-One s power plant will consist of one pulverized coal fired boiler and one reheat condensing steam turbine generator unit utilizing direct sea water cooling enabling lower condenser vacuum and respectively higher thermal efficiency compared to the plant with cooling towers. The plant will be designed for use of high grade sub-bituminous and bituminous coal as fuel. The Office of Natural and Environmental Policy and Planning (OEPP) approved Environmental Impact Assessments (EIA) for GHECO-One operating facilities on 15 th May GHECO-One has

6 not been party to any litigation, arbitration, suit or proceeding in relation to environmental matters or compliance with any environmental regulation. 4.2 Detail of GHECO-One Co., Ltd. GHECO-One was established by GLOW ENERGY and HEMARAJ on 27 th April The principle business of GHECO-One is to develop, on an exclusive basis, power generation project in Thailand and certain neighboring countries under the Thai IPP Program and future similar programs for the purchase of power from independent power producers by the EGAT or any successor of EGAT. GHECO-One had the initial registered capital of THB 10 million which later has been increased to THB324 million. The paid up capital as of 31 st June 2008 is equal to THB 324 million Glow IPP 2 Holding Co., Ltd., the wholly owned subsidiary company of GLOW ENERGY, owns 65% of the equity stake in GHECO-One and HEMARAJ holds the 35% equity remaining portion. GHECO-One submitted the bidding for a 660 MW power plant under the Solicitation IPP launched by the Ministry of Energy, Thailand. In December 2007, GHECO-One has been announced to be the preferred bidder for a 660 MW coal fired project for commercial operation scheduled for November Shareholder Lists Shareholder Ownership Glow Energy Public Company Limited (through Glow IPP 2 65% Holding Company Limited) Hemaraj Land and Development Public Company Limited 35% Total 100% Board of Director (as of 30 June 2008) 1. Mr. Guy Richelle Chairman of the Board & Director 2. Mr. Peter Valere Germain Termote Director 3. Mr. David Richard Nardone Director 4. Mr. Vivat Jiratikarnsakul Director 5. Mr. Johan De Saeger Director 6. Mr. Sawasdi Horrungruang Director 7. Mr. Rajit Nanda Director 8. Mr. Miklos Almasy Director Management (as of 30 June 2008) 1. Mr. Peter Valere Germain Termote Chief Executive Officer 2. Mrs. Sriprapha Sumruatruamphol Executive Vice President and Chief Commercial Officer 3. Mr. Esa Heiskanen Executive Vice President and Chief Project Development & IPP Business 4. Mr. Pajongwit Pongsivapai Executive Vice President and Chief Operating Officer 5. Mr. Suthiwong Kongsiri Executive Vice President and Chief Financial Officer

7 6. Mr. Svend Erik Jensen Senior Vice President - Construction & Technical Management 7. Mr. Kanit Thangpetch Senior Vice President-Rayong Facilities Management 8. Mr. Louis Stephen Holub Senior Vice President- Operations Support Services 9. Mr. Michael W.Reiff Senior Vice President and Chief Financial Controller 10. Mr. Wisit Srinuntawong Senior Vice President - Engineering 11. Mr. Narongchai Visutrachai Senior Vice President IPP Business & Government Affairs 12. Mrs. Chamaiporn Soonthorntasanapong Vice President - Compliance & Insurance 13. Mr. Prateep Phuthamrugsa Vice President - Supply Chain Management 14. Mr. Somchai Klinsuwanmalee Vice President - Government & Public Affairs 15. Mrs. Mantana Kunakorn Vice President - Human Resources & Administration 16. Mr. Renaud Louis Albert Pilleul Vice President - Industrial Customer Relations 17. Ms. Suttasinee Pengsupaya Vice President Accounting 18. Mr. Chaiwut Rattanapornsinchai Vice President - Information Technology 19. Mrs. Unchana Kittipiyakul Vice President - Budgeting & Business Controlling 20. Dr. Somgiat Dekrajangpetch Vice President - Asset Optimization 21. Mr. Akarin Prathuangsit Vice President - Marketing & Business Planning 22. Mr. Risto Heikki Johannes Pudas Vice President - Project Development 23. Mr. Thomas J.M. Ranschaert Vice President - Business Quality and Internal Audit 24. Mr. Sutthi Chuesook Engineering Manager Financial Information Unit: Baht Thousand Profit and Loss Statement For 6 months period ending 1H 2008 (Unaudited) For 8 months period ending 2007 (Audited ) Interest Income Selling and administrative expenses 2, Exchange loss 1, Net loss (3,429) (632) EPS (THB per shares) (0.14) (0.15) Unit: Baht Thousand Balance Sheet 1H 2008 (Unaudited) 2007(Audited ) Cash and Cash Equivalent 373,766 8,943 Trade Accounts and Notes Receivable-Net - 1,487 Current Assets 399,678 14,605 Fixed Assets 1,381,682 96,358 Total Assets 1,781, ,964 Current Liabilities 1,461,421 11,595 Long-term Liabilities - -

8 Balance Sheet 1H 2008 (Unaudited) 2007(Audited ) Total Liabilities 1,461,421 11,595 Shareholders' Equity 319,939 99,368 Unit: Baht Thousand Cash Flow Statement 1H 2008 (Unaudited) 2007(Audited ) Net Cash Flow from Operating Activities (27,134) (91,057) Net Cash Flow from (Used in) Investing Activities (992,043) - Net Cash Flow From (Used in) Financing Activities 1,384,000 (100,000) Net Increase (Decrease) in Cash and Cash Equivalent 364,823 8,943 Cash and Cash Equivalent at Beginning of Period 8,943 - Cash and Cash Equivalent at End of Period 373,766 8,943 Since GHECO-One has not started its operation yet, it does not generate any revenue from operation. The expense incurred under selling and administrative expenses include registration, permit and audit fees. The main capital expenditure during period is investment on project under development charged by related company i.e. Suez-Tracetebel S.A., South Sathorn Co., Ltd., Glow Co., Ltd., Hemaraj Land and Development Plc., Glow Energy Plc., Glow SPP2 Co., Ltd.,, and Glow SPP3 Co., Ltd. 5. The Total Value of Consideration Total project costs are estimated at THB 38,991 million or USD 1.17 billion. Overall project construction is expected to last for 40 months. The notice to proceed has been issued on 10 th July 2008 and construction work for the project has commenced. 6. The Value of Asset Purchased The coal-fired power plant received from investment will be worth equal to their investment i.e. approximately THB 38,991 million or USD 1,170 million. 7. The basis used to determine the value of consideration The Company determines the value of the investment by taking into account of its required rate of return. In this case, GLOW ENERGY has evaluated the project and expected rate of return from this project higher than its minimum hurdle rate. In addition, GLOW ENERGY is expected to gain the synergy benefit between this project and its existing facilities in GLOW ENERGY s complex. Therefore, GLOW ENERGY is considered this 660 MW coal-fired power plant as the attractive investment for the Company. 8. Benefits of the Transaction 1. To increase total generating capacity and increase GLOW ENERGY s market share in domestic power generation and distribution business. 2. To increase GLOW ENERGY s revenue and profitability from investment. 3. To Invest in the project that leverages GLOW ENERGY s expertise in Coal-fired power plant with the new project and diversify source of fuel. 4. To be capable of utilizing many existing infrastructures of GLOW ENERGY, indicating the comparative low construction cost and reduce environmental risk. 5. Benefit from overall project benefit from synergy.

9 9. Source of Funds The project will be financed by debt and equity in the ratio of 70:30. Debt financing will be financed by US Dollar Facility and Thai Baht Facility. The Equity financing will be provided by its shareholders i.e. GLOW ENERGY and HEMARAJ. 10. Opinions of the Board of Directors Concerning a Decision to Enter into the Transactions The Board of Directors with the attendance of all audit committee have opinion that the entering of this transaction by GHECO-One is a part of GLOW ENERGY s expansion pursuant to which it will increase 50% of its capacity within Moreover, this transaction is expected to create synergy with the existing GLOW ENERGY s operation since this project will be able to utilize many existing infrastructures of GLOW ENERGY, indicating the comparative low construction cost and reduce environmental risk. Furthermore, GLOW ENERGY has thoroughly evaluated the project and expected rate of return from this project higher than its minimum hurdle rate as well as the project could be considered as relatively low risk project since it enters into the long term PPA with EGAT. Therefore, entering into his transaction is based on reasonableness. 11. Opinions of the Company s Audit Committee and/or Directors which are different from the opinions of the Board of Directors under 10. -None- 12. Delivery of Invitation to Shareholders Meeting to the Shareholders The invitation will be delivered to the SET at least 5 working days prior to delivery to the company s shareholders. While the invitation will be delivered to the company s shareholders at least 14 days prior to the day of the Shareholders Meeting.

10 Attachment 2 Information Memorandum Concerning the Acquisition of Assets and Connected Transactions Glow Energy Public Company Limited The meeting of the Board of Directors of Glow Energy Public Company Limited ( GLOW ENERGY ) No.7/2008 held on September 12, 2008 passed a resolution to enter into the connected transaction among GLOW Company Limited ( GLOW ), a company under GLOW ENERGY, and Stopper Finance B.V. ( STOPPER ) and Suez-Energy Asia Company Limited ( SEA ), which are subsidiary companies under Suez-Tractebel S.A. ( SUEZ-TRACTEBEL ), the major shareholder of GLOW ENERGY and to propose this transaction to the Extraordinary General Meeting of Shareholders No.1/2008 for further consideration and approval. This transaction is considered to be a connected transaction in accordance with the Notification of the Capital Market Supervisory Board TorChor.21/2008 regarding Disclosure of Information and Act of Listed Companies concerning the Connected Transactions. The details of this transaction are as follows: 1. Transaction Date GLOW will enter into this transaction after receiving the shareholders approval from GLOW ENERGY s Extraordinary General Meeting of Shareholders No.1/2008, GLOW s shareholder meeting and fulfilling all conditions precedent as specified in the sale and purchase agreement among Suez- Energy Asia Company Limited ( SEA ), Stopper Finance B.V. ( STOPPER ) and GLOW 2. The Parties Involved and Relationship between the Parties Involved Buyer: Seller: Glow Company Limited, a company under GLOW ENERGY 1. Stopper Finance B.V. ( STOPPER ) 2. Suez-Energy Asia Company Limited ( SEA ) GLOW ENERGY, GLOW, STOPPER and SEA, have a major common shareholder, namely SUEZ-TRACTEBEL.The details are as follows: 1. SUEZ-TRACTEBEL holds a 100% equity stake in Suez-Tractebel Energy Holding Corporative U.A. ( STEH ). STEH holds a 100% equity stake in SUEZ-ENERGY THAILAND. As of September 11, 2008, SUEZ-ENERGY THAILAND directly holds a 44.11% equity stake in GLOW ENERGY and STEH holds a 25.00% equity stake in GLOW ENERGY. Therefore, SUEZ- TRACTEBEL holds a total 69.11% equity stake in GLOW ENERGY. 2. SUEZ-TRACTEBEL holds a 100% equity stake in SEA. 3. SUEZ-TRACTEBEL indirectly holds a 100% equity stake in STOPPER through BELGELECTRIC FINANCE B.V. Therefore, that GLOW enters into this transaction by acquiring HOUAY-HO POWER is considered to be a connected transaction in accordance with the Notification of the Board of Capital Market Supervisory Board TorChor.

11 3. General Features of Transaction 21/2008 regarding Disclosure of Information and Act of Listed Companies concerning the Connected Transactions. Currently, STOPPER directly holds a 60.00% equity stake in Houay-Ho Power Company Limited ( HOUAY-HO POWER ) whereas SEA indirectly holds 9.80% equity stake in Houay-Ho Thai Company Limited ( HOUAY-HO THAI ) which directly holds a 20% equity stake in HOUAY-HO POWER. GLOW would enter into the transaction by acquiring HOUAY-HO POWER totaling 67.25% directly and indirectly of HOUAY-HO POWER issued and paid-up capital. The details of this transaction are as follows: a. GLOW would acquire a directly 60.00% of HOUAY-HO POWER existing ordinary shares from STOPPER. b. GLOW would acquire a 49.00% of HOUAY-HO THAI ordinary shares from SEA. During the transaction, HOUAY-HO THAI holds a 20.00% equity stake in HOUAY-HO POWER. Therefore, GLOW indirectly holds HOUAY-HO POWER existing ordinary shares totaling 69.80% of HOUAY- HO POWER issued and paid-up capital. c. From the mentioned above, GLOW holds a totaling 69.80% of HOUAY-HO POWER issued and paid-up capital. d. HOUAY-HO THAI would increase registered capital to acquire 5.00% equity stake in HOUAY-HO POWER from GLOW. Therefore, HOUAY-HO THAI will hold 25.00% of HOUAY-HO POWER issued and paid-up shares. Moreover, GLOW would repay loan to SUEZ-TRACTEBEL. After the transaction, GLOW will be a shareholder of HOUAY-HO POWER and HOUAY-HO THAI. The details are as follows: % equity stake in HOUAY-HO POWER (both directly and indirectly)glow holds a directly 55.00% of HOUAY-HO POWER existing ordinary shares and an indirectly 12.25% of HOUAY-HO POWER existing ordinary shares through HOUAY-HO THAI % equity stake in HOUAY-HO THAI.GLOW holds a 49.00% equity stake in HOUAY-HO THAI. 4. Details of Asset Acquired 4.1 A 60.00% equity stake in HOUAY-HO POWER (After this transaction, GLOW will hold a 55.00% equity stake in HOUAY-HO POWER) HOUAY-HO POWER Information Company Name: Houay-Ho Power Company Limited ( HOUAY-HO POWER ) Incorporated Date May 20, 1996 Office Location: Vientiane in Laos PDR Power Plant Location: Attapeu located in Laos PDR Telephone: (856) , (856) Nature of Business: Hydro Power Plant 152 megawatts, with 30 years concession from

12 Paid-up Capital: Government of Lao PDR USD 50 million comprising 500,000 ordinary shares with a par value of USD 100 List of Shareholder: As of September 11, 2008 Shareholder Lists No. of Shares % Equity Stake 1. Stopper Finance B.V. (!) 300,000 60% 2. HOUAY-HO THAI (!) 100,000 20% 3. Electricite du Laos ( EDL ) 100,000 20% Total 500, % (!) STOPPER and HOUAY-HO THAI are the subsidiary companies under Suez-Tractebel S.A. Board of Director As of September 11, Mr. Guy Richelle Chairman 2. Mr. Chan Bulakul Director 3. Mr. Anut Chatikavanij Director 4. Mr. Eric Kenis Director 5. Mr. Johan De Saeger Director 6. Mr. Bounma Manivong Director 7. Mr. Yoong Park Director 8. Mr. Savath Phoumlavan Director 9. Mr. Sitthisone Thephasy Director Management Team As of September 11, Mr. Yoong Park Chief Executive Officer and Power Plant Director 2. Mr. Sichanh Gnabandith Operation Manager 3. Mr. Victorino Masa Chief Financial Controller/ Loan Management Officer 4. Mr. Thongphet Thepphawong Administration Nature of Business HOUAY-HO POWER was incorporated on May 20, 1996 by Daewoo Engineering and Construction Group ( Daewoo E&C ), South Korea to operate152 megawatts hydroelectric power plant project in Laos PDR. HOUAY-HO POWER receives a non-renewable term of 30 years concession from the Government of Lao PDR in the provisions of the Build Operate and Transfer Agreement (BOT). After the concession, HOUAY-HO POWER will transfer all the facilities and rights to the Government of Lao PDR. This hydro power plant was built on the Houay Ho river in Attapeu located in the South of Laos PDR. HOUAY-HO POWER entered into a PPA ( PPA ) with the Electricity Generating Authority of Thailand ( EGAT ) dated June 24, The minimum energy output, which HOUAY-HO POWER has to supply to Thailand via transmission line connected in Ubon Ratchathani, is megawatts or GWh for yearly energy production with a term of 30 years from September 3, 1999 until September 2, 2029.

13 Pursuant to a Memorandum of Understanding (MOU) between the Government of Lao PDR and HOUAY-HO POWER dated on December 27, 1995, HOUAY-HO POWER entered into the PPA with EDL dated July 2, In 2001, SUEZ-TRACTEBEL group has acquired the 80% ordinary shares and 100% of the debt from Daewoo E&C group with the acquisition price of USD 140 million (Baht 6, million)*. Remark: * Exchange Rate as of August 1, 2001: 1 USD = Baht Energy payment is paid by EGAT in USD currency (USD/kWH) and THB currency (THB/kWh). The energy payment will be adjusted according to the changes of exchange rate, THB CPI and USD CPI for each year compared to exchange rate, THB CPI and USD CPI in the base year, thus effectively proportional USD:THB up to 82%:18%. Financial Summary Profit and Loss Statement (Unit: Million USD) Electricity Sales Gross profit EBIT Net profit Q - 2Q/2008 (For the period 6 months) (Unit: Million Baht) Q -2Q/ 2008 (For the period 6 months) Electricity Sales Gross profit EBIT Net profit Remarks: Exchange Rate as of December 31, 2005: 1 USD = Baht Exchange Rate as of December 31, 2006: 1 USD = Baht Exchange Rate as of December 31, 2007: 1 USD = Baht Exchange Rate as of June 30, 2008: 1 USD = Baht

14 Balance Sheet (Unit: Million USD) Q/ 2008 Power plant & equipment-net Total Assets Amount payable to related company Long-term loans Total non-current Liabilities Total Liabilities Issued and Paid-up Capital Total Shareholders' Equity Total Liabilities and Shareholders' Equity (Unit: Million Baht) Q/ 2008 Power plant & equipment-net 7, , , , Total Assets 8, , , , Amount payable to related company 2, , , , Long-term loans 3, , , , Total non-current Liabilities 5, , , , Total Liabilities 5, , , , Issued and Paid-up Capital 2, , , , Total Shareholders' Equity 2, , , , Total Liabilities and Shareholders' Equity 6, , , , Remarks: Exchange Rate as of December 31, 2005: 1 USD = Baht Exchange Rate as of December 31, 2006: 1 USD = Baht Exchange Rate as of December 31, 2007: 1 USD = Baht Exchange Rate as of June 30, 2008: 1 USD = Baht 4.2 A 49.00% equity stake in HOUAY-HO POWER HOUAY-HO THAI Information Company Name: Houay-Ho Thai Company Limited ( HOUAY-HO THAI ) Incorporated Date August 30, 2001 Office Location: 1 Glas House Building, Sukhumvit 25 Road, Klongtoeynua, Wattana, Bangkok Thailand Telephone: (662) Nature of Business: Holding Company Paid-up Capital: Baht million comprising million ordinary shares with a par value of Baht 10 List of Shareholder: As of September 11, 2008 Shareholder Lists No. of Shares % Equity Stake Suez-Energy Asia Company Limited 8,769, % ( {SEA } (!) Total 8,769, %

15 (!) SEA is a company under Suez-Tractebel S.A. Board of Director As of September 11, Mr. Anut Chatikavanij Director 4. Mr. Sawasdi Horrungruang Director 5. Mr. Peter Valere Germain Termote Director Nature of Business HOUAY-HO THAI is a holding company which has an investment in HOUAY-HO POWER, an operator of a hydro power plant in Lao PDR. The major revenue comes from dividend from HOUAY-HO POWER. Financial Summary Profit and Loss Statement (Unit: Million Baht) Q - 2Q/2008 (For the period 6 months) Electricity Sales Gross profit (5.29) EBIT (19.42) (5.29) Net profit Balance Sheet (Unit: Million USD) Q - 2Q/ 2008 Total Assets Total Liabilities Issued and Paid-up Capital Total Shareholders' Equity Total Liabilities and Shareholders' Equity Transaction Value The transaction value of acquiring the existing ordinary shares of HOUAY-HO POWER from STOPPER and the existing ordinary shares of HOUAY-HO THAI from SEA is USD million or Baht 1,548.32* million (Considered to the interim dividend payment of HOUAY-HO POWER as of July 2008). Payment In paying for acquisition transaction, GLOW ENERGY would make payment by cash to SUEZ- TRACTEBEL after GLOW ENERGY obtains the shareholders approval from the Extraordinary General Meeting of shareholder No.1/2008 and all condition precedent as specified in the Share Purchase Agreement are fulfilled.

16 Conditions Precedent According to the Sale and Purchase Agreement, the transaction of acquiring HOUAY-HO POWER shares will take place after some conditions precedent are fulfilled. The minimum details of such conditions precedent are as follows: Board of Directors resolution of GLOW ENERGY passed in accordance with the Connected Party Notification approving the purchase by Glow of the Transferring Shares; Shareholders resolution of GLOW ENERGY passed in accordance with the Connected Party Notification approving the purchase by GLOW of the Transferring Shares; The completion of the purchase by Hemaraj Land and Development Public Company Limited of 51% of HOUAY-HO THAI; Consent from Electricite Du Laos to the transfer of the Houay-Ho Power Shares by Stopper to GLOW (or GLOW s designee) and the accession of GLOW (or GLOW s designee) to the Shareholders Agreement and to the release of Stopper; Consent of HOUAY-HO POWER s lenders to the transfer the Stopper Shares by Stopper to GLOW (or GLOW s designee) pursuant to and in accordance with Amendment Agreement to Common Terms Agreement (to amend 3(e) in order to amend 19.02(a)-(c) to permit GLOW(or a subsidiary of GLOW ENERGY) to hold HHPC shares and the Technical Support Agreement (HOUAY-HO POWER to accede to such agreement between Suez-Tractebel S.A. and GLOW as approved by Required Lenders pursuant to 3(e) of the Amendment Agreement to Common Terms Agreement amending 19.02(b)(i)); Consent from EGAT to the transfer of shares in HOUAY-HO POWER from the Sellers to GLOW; Execution and delivery of an agreement between GLOW, Electricite Du Laos, HOUAY-HO THAI and Suez Tractebel S.A. relating to the EPC Claim in the agreed form; and GLOW and HOUAY-HO THAI have entered into a sale and purchase agreement pursuant to which GLOW has agreed to transfer 5% of HOUAY-HO POWER to HOUAY-HO THAI. If all the Conditions Precedents have not been satisfied or waived by December 31, 2008, this transaction will be occurred since the Sale and Purchase Agreement will be terminated. Remark: * Exchange Rate as of September 10, 2008: 1 USD = Baht 6. Transaction Size The Connected Transaction The size of transaction represents 5.09% of consolidated net tangible assets of the Company and its subsidiaries based on the latest reviewed financial statement as of June 30, 2008 which exceeds 3% of GLOW ENERGY s and its subsidiaries net tangible assets. Therefore, the transaction is considered to be a connected transaction in relation to assets in accordance with the Notification of the Capital Market Supervisory Board TorChor. 21/2008 regarding Disclosure of Information and Act of Listed Companies concerning the Connected Transactions. The Acquisition or Disposition of Assets The size of transaction represents 6.94% of consolidated total assets of the Company and its subsidiaries based on the latest reviewed financial statement as of June 30, 2008 which is less than

17 15% and there is no an issuance of securities in consideration of asset acquired. Therefore, the transaction is not categorized to be the Class 3 in accordance with the Notification of the Board of Governor of the Stock of Exchange (SET) regarding to Disclosure of Information and Act of listed Companies concerning the Acquisition and Disposition of Assets B.E Criteria Applied to Determine the Acquisition Value The criteria used to determine the acquisition stake of up to 67.25% of issued and paid-up capital of the Company is Discount Dividend Method. 8. Name of the Connected Person The Shareholders who shall have no right to vote for this transaction in the extraordinary general shareholders meeting are SUEZ-ENERGY THAILAND and SUEZ-TRACTEBEL ENERGY HOLDINGS which are the subsidiary companies under the SUEZ-TRACTEBEL group and the major shareholders in GLOW ENERGY totaling 1, million shares as of September 11, 2008, accounting for 69.11% of GLOW ENERGY s total issued and paid-up capital. SUEZ-TRACTEBEL indirectly holds a 69.11% equity stake in GLOW ENERGY through SUEZ-ENERGY THAILAND and SUEZ-TRACTEBEL ENERGY HOLDINGS. SUEZ-ENERGY THAILAND directly holds million common shares which are 44.11% equity stake in GLOW ENERGY and SUEZ-TRACTEBEL ENERGY HOLDINGS holds million common shares which are 25.00% equity stake in GLOW ENERGY. SUEZ-ENERGY THAILAND is 100% held by SUEZ-TRACTEBEL ENERGY HOLDINGS. The list names of the connected persons (Board of Directors and Shareholders) are as follows: GLOW ENERGY: Positions in GLOW Positions in SUEZ ENERGY GROUP 1. Mr. Guy Richelle Chairman of the Board - Chairman of SEA - Director of HOUAY-HO POWER - Director of SUEZ-ENERGY (THAILAND) 2. Mr. Peter Valere Germain Termote Director and - Director of HOUAY- Chief Executive Officer HO THAI 3. Mr. Dirk Achiel Marc Beeuwsaert Director - Director of SUEZ-TRACTEBEL Group 4. Mr. Guido Geeraerts Director - Director of SUEZ-TRACTEBEL Group 5. Mr. Johan De Saeger Director - Director of HOUAY-HO POWER - Director of SEA 6. Mr. Rajit Nanda Director - Director of SUEZ-ENERGY (THAILAND)

18 7. Mr. Philip De Cnudde Director = Director of SUEZ-ENERGY (THAILAND) 8. Mr. Anut Chatikavanij Director - Director of HOUAY-HO POWER - Director of HOUAY-HO THAI 9. Mr. Brendan G.H. Wauters Director - Director of SUEZ-ENERGY (THAILAND) - Director of SEA GLOW Positions in GLOW Positions in SUEZ GROUP 1. Mr. Guy Richelle Chairman of the Board - Chairman of SEA - Director of HOUAY-HO POWER - Director of SUEZ-ENERGY (THAILAND) 2. Mr. Peter Valere Germain Termote Director and - Director of HOUAY- Chief Executive Officer HO THAI 3. Mr. Dirk Achiel Marc Beeuwsaert Director - Director of SUEZ-TRACTEBEL Group 4. Mr. Guido Geeraerts Director - Director of SUEZ-TRACTEBEL Group 5. Mr. Johan De Saeger Director - Director of HOUAY-HO POWER - Director of SEA 6. Mr. Rajit Nanda Director - Director of SUEZ-ENERGY (THAILAND) 7. Mr. Philip De Cnudde Director - Director of SUEZ-ENERGY (THAILAND) 8. Mr. Anut Chatikavanij Director - Director of HOUAY-HO POWER - Director of HOUAY-HO THAI 9. Mr. Brendan G.H. Wauters Director - Director of SUEZ-ENERGY (THAILAND) - Director of SEA Executives of GLOW ENERGY: i. Mr. Peter Valere Germain Termote - Chief Executive Officer ii. Mrs. Sriprapha SumruatruampholExecutive - - Vice President and Chief Commercial Officer iii. Mr. Esa HeiskanenExecutive - Vice President and Chief Project Development & IPP Business iv. Mr. Pajongwit Pongsivapai - Executive Vice President and Chief Operating Officer

19 v. Mr. Suthiwong Kongsiri - Executive Vice President and Chief Financial Officer 9. Source of Funds of the Transaction Source of funds to be used in this transaction totaling USD million (Baht 1, million) will consist of issuance of bond, loans from domestic and international financial institutions in terms of Baht currency for the amount totaling USD million (Baht million) and the remaining amount of USD million (Baht million) will be from GLOW ENERGY s internal cash flow. GLOW ENERGY has policy to maintain debt to equity ratio 1:1. Therefore, interest expenses from issuance of bond and loans from financial institution will impose no detrimental effect to GLOW ENERGY performance and GLOW ENERGY shareholders right in terms of dividend payment. 10. Directors who have interests and/or directors who are connected persons Directors who have interests and/or directors who are connected persons will not attend the meeting and have no right to vote for this agenda. The list names of the connected persons are as follows: Position in GLOW ENERGY and GLOW 1. Mr. Guy Richelle Chairman of the Board 2. Mr. Peter Valere Germain Termote Director and Chief Executive Officer 3. Mr. Dirk Achiel Marc Beeuwsaert Director 4. Mr. Guido Geeraerts Director 5. Mr. Johan De Saeger Director 6. Mr. Rajit Nanda Director 7. Mr. Philip De Cnudde Director 8. Mr. Anut Chatikavanij Director 9. Mr. Brendan G.H. Wauters Director 11. Benefits to GLOW ENERGY and GLOW ENERGY s Shareholders from Entering into the Transaction 1) To contribute the revenue growth and to increase the return on the investment to GLOW ENERGY 2) To increase the capacity of production and to increase the market share of GLOW ENERGY in the business of electricity producer and distribution in Thailand. 3) To expand the investment to the hydro power plant which is one of the attractive alternatives for electricity producer since the hydro power plant generates the lower cost compared with the other coal-fired or natural gas-fired power plants. 4) To increase the competitive strength in the bidding with the Government of Lao PDR in the future from their experience in the hydro power plant. 5) To invest in the fully completed hydro power plant that presently is a producer and distributor of the electricity to EGAT. Thus, this project is considered having no risk in the initial operation stage and GLOW ENERGY will be able to recognize the revenue from the investment in HOUAY-HO POWER instantly. 6) To utilize the transmission line of the project for other future power plant projects in Lao PDR that GLOW ENERGY may have an opportunity of more business. This transmission line is from Lao PDR to Ubon Ratchatani Province, Thailand.

20 12. Opinions of the Board of Directors Concerning a Decision to Enter into the Transactions In the opinions of Audit Committee and Board of Directors, this transaction by GLOW is a part of GLOW ENERGY s expansion pursuant to which it will increase 50% of its capacity within Moreover, this transaction is considered as to increase the competitive strength in the bidding the hydro power plant in the future and to contribute the revenue growth. This is because HOUAY-HO POWER is a fully completed hydro power plant that presently is a producer and distributor of the electricity to EGAT. Furthermore, GLOW ENERGY has thoroughly considered a number of generally accepted valuation approaches in determining the appropriate value of the transaction for the benefits of GLOW ENERGY and its shareholders and agreed that the remuneration to be made to SUEZ-TRACTEBEL for this transaction would not result in undue benefits to SUEZ-TRACTEBEL. Therefore, entering into his transaction is based on reasonableness. 13. Opinions of the Company s Audit Committee and/or Directors which are different from the opinions of the Board of Directors under 13. -None- 14. Dissemination of the Notice of the Shareholders Meeting GLOW ENERGY will send a Notice of the Extraordinary General Shareholders Meeting No.1/2008 to the Securities and Exchange Commission at least 5 business days before sending it to shareholders, and will send such notice together with the opinion of the Independent Financial Advisor to shareholders no less than 14 days prior to the date of shareholders meeting. 15. Responsibility of Directors with respect to Information in this Information Memorandum This Board of Directors have reviewed the information contained in this information memorandum, and hereby certify that the information is correct, complete and true and does not cause any misunderstanding or concealment.