Ref. No.GE/FIR-L

Transcription

1 Ref. No.GE/FIR-L Subject: Additional Agenda, Invitation and Attachments of the Extraordinary General Meeting of Shareholders No.1/2008 on GLOW s website To: The President of the Stock Exchange of Thailand Attachments: 1. Invitation to the Extraordinary General Meeting of Shareholders No.1/ Information Memorandum Concerning Acquisition of Assets the GHECO-One transaction 3. Information Memorandum Concerning Connected Transaction of the Houay Ho Transaction According to Glow Energy Public Company Limited ( GLOW or the Company ) will convene the Extraordinary General Meeting of Shareholders No.1/2008 on Wednesday 29 October 2008 at a.m. at Rajmontien Room, M Floor, Montien Hotel, 54 Surawongse Road, Bangkok detail as per GLOW letter No.GE/FIR-L dated 12 September In addition, GLOW has disclosed the resignation of CEO and Director of the Company as per GLOW letter No.GE/FIR-L dated 7 October Consequently, GLOW would like to add one agenda to the EGM as agenda 4.1 To consider and approve resignation of Mr. Peter Valere Germain Termote from Chief Executive Officer and director of the Company and appointment of Mr. Esa Pauli Heiskanen to be new Chief Executive Officer and director for the remaining term and to amend the Company s affidavit in respect to the authorized signatory and proceed on filing the amendment with Ministry of Commerce for shareholders to also consider in the meeting. GLOW would like to publish the Invitation to the Extraordinary General Meeting of Shareholders No.1/2008 and attachments that have been considered by the Capital Market Supervisory Board. Details are as appeared in attachment No.1 to No.3. To increase the channel for shareholders to access the information concerning the EGM, GLOW would like to publish the invitation letter of the Extraordinary General Meeting of Shareholders No.1/2008 and its attachments on the Company s website at since 13 October 2008 onwards. Please be informed accordingly. Sincerely yours, (Mr. Suthiwong Kongsiri) Executive Vice President and Chief Financial Officer Authorized Person for Publishing Information

2 Attachment 1 Invitation to the Extraordinary General Meeting of Shareholders No.1/2008 (English Translation) Ref. No. GE/FIR-L October 2008 Subject: To: Invitation to the Extraordinary General Meeting of Shareholders No.1/2008 Shareholders Attachments: 1. Copy of Minutes of the Annual General Meeting of Shareholders No.1/2008 which was held on 30 April Information Memorandum Concerning the Acquisition on Assets the GHECO-One transaction 3. Opinion of the Independent Financial Advisor on the Acquisition of Assets the GHECO-One transaction 4. H.H. Transaction Documents 5. Information Memorandum Concerning Connected Transaction of the Houay Ho Transaction 6. Opinion of the Independent Financial Advisor on the Houay Ho Transaction 7. Information Memorandum of Glow Energy Public Company Limited 8. Profile of a member of the Audit Committee being proposed to be shareholder s proxy 9. Bar code Proxy Form (Form B is recommended to be used and brought to the meeting) i. Form A ii. Form B iii. Form C 10. Guidelines for attending the Annual General Meeting of Shareholders and Glow Energy s Articles of Association and Notification of the Board of Governors of the Stock Exchange of Thailand relating to Shareholders Meeting 11. Map of the Meeting location THIS NOTICE IS HEREBY GIVEN that the Meeting of Board of Directors of Glow Energy Public Company Limited No. 7/2008 held on 12 September 2008 resolved to convene the Extraordinary General Meeting of Shareholders No.1/2008 on Wednesday 29 October 2008 at a.m. at Rajmontien Room, M Floor, Montien Hotel, 54 Surawongse Road, Bangkok 10500, to consider the following agendas Agenda 1 To consider and approve the Minutes of the Annual General Meeting of Shareholders No. 1/2008. Background: Board s opinion: The Annual General Meeting of Shareholders No.1/2008 was held on 30 April A copy of the Minutes is delivered to the Shareholders together with this Invitation. Attachment No.1 These Minutes are accurate and in accordance with the resolutions of the Meeting. The Shareholders should approve such Minutes. Agenda 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 Background: 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 ). Under Notification of the Board Capital Market Supervisory Board TorChor.20/2008 regarding Disclosure of information and Act of listed Companies concerning the Acquisition and Disposition of Assets, 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 in 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 company has appointed a independent financial advisor to give its opinion with the transaction. For detail of Information Memorandum concerning the Acquisition of Assets the GHECO-One transaction and Opinion of the Independent Financial Advisor on the Acquisition of Assets the GHECO-One transaction to the Voting of Shareholders. Please see Attachment No.2 and No.3 respectively. Board s opinion: 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

4 2012. 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. Therefore the shareholders should approve GHECO-One Company Limited to enter into 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 ). Responsibility of Directors with respect to Information in this Information Memorandum This Board of Directors have reviewed the information containing in this information memorandum, and hereby certify that the information is correct, complete and true and does not cause any misunderstanding or concealment. Agenda 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 ) 3.1 General Detail 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: Glow Company Limited, a company under GLOW ENERGY Seller: 1. Stopper Finance B.V. ( STOPPER ) 2. Suez-Energy Asia Company Limited ( SEA ) 3. General Features of Transaction GLOW would enter into the transaction by acquiring HOUAY-HO POWER totaling 67.25% directly and indirectly of HOUAY-HO POWER issued and paidup capital. The details of this transaction are as follows: - GLOW would acquire a directly 60.00% of HOUAY-HO POWER existing ordinary shares from STOPPER. - 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. - From the mentioned above, GLOW holds a totaling 69.80% of HOUAY-HO POWER issued and paid-up capital.

5 - 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). 4.2 A 49.00% equity stake in HOUAY-HO POWER. 5. Total Value of Consideration As of November 30, 2008 (the date that GLOW expect to have the transaction likely occur), GLOW would enter into the transaction by acquiring HOUAY-HO POWER totaling 69.80% directly and indirectly of HOUAY-HO POWER issued and paid-up capital. GLOW will hold a directly 60.00% of HOUAY-HO POWER existing ordinary shares and an indirectly 9.80% of HOUAY-HO POWER existing ordinary shares through HOUAY-HO THAI: - GLOW ENERGY would make payment for the acquisition of 300,000 HOUAY-HO POWER existing ordinary shares from STOPPER (60% of HOUAY-HO POWER issued and paid-up capital) at the price of USD per share (Baht 4, per share*), totaling USD million (Baht 1, million*) - GLOW ENERGY would make payment for the acquisition of 1,753,800 HOUAY-HO THAI existing ordinary shares (49% of HOUAY-HO THAI issued and paid-up capital) at the price of USD 0.97 per share** (Baht per share*), totaling USD 1.70 million (Baht million*) (As per one of the Condition Precedents of the HOUAY-HO POWER and HOUAY-HO THAI share and purchase agreement, Hemraj Land and Development Public Company Limited will acquire the 51% equity stake in HOUAY-HO THAI before GLOW would acquire a directly and indirectly 69.80% of HOUAY-HO POWER existing ordinary shares. Hemraj Land and Development Public Company Limited and GLOW would invest in HOUAY-HO THAI existing ordinary share at the same price per share.) Remarks: * Exchange Rate as of September 22, 2008: 1 USD = Baht ** The above transaction value is considered from the outstanding loan and accrued interest calculated as of December 14, 2008 which equals to USD 9.83 million (Baht million*). The HOUAY-HO THAI acquisition existing ordinary shares and HOUAY-HO THAI registered capital may be changed depending on the HOUAY-HO THAI outstanding loan and accrued interest as of the actual repayment date. The total investment value in HOUAY-HO THAI by GLOW formula is: the total investment value in HOUAY-HO THAI by GLOW is approximately USD 8.15 million (Baht million*) equals to (the acquisition value of existing ordinary share in HOUAY-HO THAI by GLOW of USD 1.70 million** or Baht million*) + (the amount of HOUAY-HO THAI capital increase by GLOW of USD 6.45.million** or Baht million*). The IFA views that the transaction is reasonable since any changes from the acquisition value of existing ordinary shares in HOUAY-HO THAI by GLOW and the amount of HOUAY-HO THAI capital increase by GLOW would not impact to the transaction value which would not be more than USD million (Baht 1, million*).

6 After the acquisition of HOUAY-HO POWER and HOUAY-HO THAI existing ordinary shares, HOUAY-HO THAI would increase its registered capital for the existing shareholders (GLOW and Hemraj Land and Development Public Company Limited). GLOW will inject approximately at the price of USD 0.29 million per share** (Baht per share*) and the HOUAY-HO THAI shares from capital increase by GLOW depends on the exchange rate at the actual capital increase date, totaling USD 6.45 million** or Baht million* for the 49% equity stake in HOUAY-HO THAI. Then HOUAY-HO THAI would use some fund from its capital increase (from GLOW and Hemraj Land and Development Public Company Limited) to purchase HOUAY-HO POWER existing ordinate shares for 25,000 HOUAY-HO POWER existing ordinary shares (5% of HOUAY-HO POWER issued and paid-up capital) at the price of USD million per share** (Baht 4, per share*) totaling USD 3.33 million (Baht million*) which GLOW s 49% stake in HOUAY-HO THAI would take into account of USD 1.63 million (Baht million*). After all, HOUAY-HO THAI will hold 25.00% of HOUAY-HO POWER issued and paid-up shares (increasing from former holding of 20.00%). (For the remaining fund from capital increase by GLOW and Hemraj Land and Development Public Company Limited, HOUAY-HO THAI would repay loan and accrued interest totaling USD 9.83 million** (Baht million*) which GLOW s 49% stake in HOUAY-HO THAI would take into account of USD 4.82 million** (Baht million*) (loan principal and accrued interest is calculated until December 14, 2008 which is the date that GLOW expect HOUAY-HO THAI repay loan principal and accrued interest to SUEZ- TRACTEBEL. The interest calculation is based on the 14 days after the acquisition of HOUAY-HO THAI existing ordinary shares) at the interest rate of 8% per annum.) After the transaction, GLOW will be a shareholder of 67.25% equity stake in HOUAY-HO POWER (both directly and indirectly hold). 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 that GLOW holds 49.00% equity stake.

7 The total investment value in HOUAY-HO THAI by GLOW that takes into account for the outstanding of principal and accrued interest as of December 14, 2008 can be illustrated below: The total investment value in HOUAY-HO THAI by GLOW (USD 8.15 million or Baht million*) = The acquisition value of existing ordinary share in HOUAY-HO THAI by GLOW (USD 1.70 million** or Baht million*) + The amount of HOUAY- HO THAI capital increase by GLOW (USD 6.45 million** or Baht million*) The acquisition value of HOUAY-HO POWER existing ordinary share from GLOW in the proportion of 5% of HOUAY-HO POWER issued and paid-up capital approx. USD 1.63 million or Baht million* (in the proportion that GLOW invests in HOUAY-HO THAI) capital increased for The HOUAY-HO THAI loan and accrued interest repayment to SUEZ-TRACTEBEL at the actual repayment date (in the proportion that GLOW invests in HOUAY-HO THAI) (USD 4.82 million or Baht million*) However, the above transaction value that takes into account for the outstanding of principal and accrued interest as of December 14, 2008 (loan principal and accrued interest is calculated until December 14, 2008 which is the date that GLOW expect HOUAY-HO THAI repay loan principal and accrued interest to SUEZ-TRACTEBEL. The interest calculation is based on the 14 days after the acquisition of HOUAY-HO THAI existing ordinary shares) In case that the HOUAY-HO THAI loan outstanding and accrued interest that would be repaid to SUEZ-TRACTEBEL at the actual repayment date have been significantly changed, it would affect to the HOUAY-HO THAI acquisition value and the amount of capital increase. The formula is as follows: Remarks: * Exchange Rate as of September 22, 2008: 1 USD = Baht ** The above transaction value is considered from the outstanding loan and accrued interest calculated as of December 14, 2008 which equals to USD 9.83 million (Baht million*). The HOUAY-HO THAI acquisition existing ordinary shares and HOUAY-HO THAI registered capital may be changed depending on the HOUAY-HO THAI outstanding loan and accrued interest as of the actual repayment date. The total investment value in HOUAY-HO THAI by GLOW formula is: the total investment value in HOUAY-HO THAI by GLOW is approximately USD 8.15 million (Baht million*) equals to (the acquisition value of existing ordinary share in HOUAY-HO THAI by GLOW of USD 1.70 million** or Baht million*) + (the amount of HOUAY-HO THAI capital increase by GLOW of USD 6.45.million** or Baht million*). The IFA views that the transaction is reasonable since any changes from the acquisition value of existing ordinary shares in HOUAY-HO THAI by GLOW and the amount of HOUAY-HO THAI capital increase by GLOW would not impact to the transaction value which would not be more than USD million (Baht 1, million*).

8 The total investment value in HOUAY-HO THAI by GLOW (USD 8.15 million or Baht million*) = The acquisition value of existing ordinary share in HOUAY-HO THAI by GLOW + The acquisition value of HOUAY-HO POWER existing ordinary share from GLOW in the proportion of 5% of HOUAY-HO POWER issued and paid-up capital approx. USD 1.63 million or Baht million* (in the proportion that GLOW invests in HOUAY-HO THAI) capital increased for The HOUAY-HO THAI loan and accrued interest repayment to SUEZ-TRACTEBEL at the actual repayment date (in the proportion that GLOW invests in HOUAY-HO THAI) The amount of HOUAY- HO THAI capital increase by GLOW The above changes would not impact to this transaction value. The transaction value of acquiring the existing ordinary shares totaling 67.25% of direct and indirect of HOUAY-HO POWER issued and paid-up capital would not be more than USD million or Baht 1,512.08* 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. For the details of condition precedent, please see Attachment No.5 Remarks: * Exchange Rate as of September 22, 2008: 1 USD = Baht ** The above transaction value is considered from the outstanding loan and accrued interest calculated as of December 14, 2008 which equals to USD 9.83 million (Baht million*). The HOUAY-HO THAI acquisition existing ordinary shares and HOUAY-HO THAI registered capital may be changed depending on the HOUAY-HO THAI outstanding loan and accrued interest as of the actual repayment date. The total investment value in HOUAY-HO THAI by GLOW formula is: the total investment value in HOUAY-HO THAI by GLOW is approximately USD 8.15 million (Baht million*) equals to (the acquisition value of existing ordinary share in HOUAY-HO THAI by GLOW of USD 1.70 million** or Baht million*) + (the amount of HOUAY-HO THAI capital increase by GLOW of USD 6.45.million** or Baht million*). The IFA views that the transaction is reasonable since any changes from the acquisition value of existing ordinary shares in HOUAY-HO THAI by GLOW and the amount of HOUAY-HO THAI capital increase by GLOW would not impact to the transaction value which would not be more than USD million (Baht 1, million*).

9 6. Valuation Criteria The amount agreed upon between the involved parties and is determined based upon valuation of HOUAY-HO POWER shares as conducted by CIMB-GK Securities (Thailand) Co., Ltd. ( CIMB ), the Independent Financial Advisor approved by the Securities and Exchange Commission (the SEC) as attached in the Independent Financial Advisor s report in Attachment No.6 7. 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. 3.2 Connected Persons and Transactions 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. Due to the relationship between the company and the seller as follows; 1. GLOW ENERGY is the 100% registered shareholder of Glow which is the buyer. 2. 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. 3. SUEZ-TRACTEBEL holds a 100% equity stake in SEA.and; 4. SUEZ-TRACTEBEL indirectly holds a 100% equity stake in STOPPER through BELGELECTRIC FINANCE B.V. which is the seller. 3.3 The shareholder s or related persons who are not entitled to vote

10 The GLOW ENERGY and GLOW board of directors as of October 7, 2008 are as follows: Positions in GLOW ENERGY 1. Mr. Guy Richelle Chairman of the Board 2. Mr. Kovit Poshyananda Independent Director and Audit Committee 3. Mr. Vitthaya Vejjajiva Independent Director and Audit Committee 4. Ms. Supapun Ruttanaporn Independent Director and Audit Committee 5. Mr. Peter Valere Germain Termote Director 6. Mr. Dirk Achiel Marc Beeuwsaert Director 7. Mr. Guido Geeraerts Director 8. Mr. Johan De Saeger Director 9. Mr. Rajit Nanda Director 10. Mr. Philip De Cnudde Director 11. Mr. Anut Chatikavanij Director 12. Mr. Brendan G.H. Wauters Director The listed name of board of directors in no. 1 and 5 12 are the board representative of SUEZ-TRACTEBEL group. Therefore, the GLOW ENERGY and GLOW directors who have right to vote are the independent director and audit committee: Mr. Kovit Poshyananda, Mr. Vitthaya Vejjajiva and Ms. Supapun Ruttanaporn. Since the approval to enter into the transaction must be approved by no less than three fourths of the shareholders that attend the meeting and vote, excluding interested shareholders. The details of shareholders and related persons who have no right to vote for this transaction as follows: Suez-Tractebel Energy Holding Corporative U.A. ( STEH ) holds 365,716,260 shares, equal to 25.00% equity stake in GLOW ENERGY SUEZ-ENERGY THAILAND directly holds 645,259,773 shares, equal 44.11% equity stake in GLOW ENERGY. Directors and Executive of Glow Energy who have interests and/or directors who are connected persons have no right to vote for this agenda. The list names of the connected persons are as follows; 1. Mr. Guy Richelle Chairman of the Board 2. Mr. Peter Valere Germain Termote Director 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 Executives of GLOW ENERGY: 1. Mr. Esa Pauli Heiskanen Chief Executive Officer 2. Mrs. Sriprapha Sumruatruamphol Executive Vice President and Chief Commercial Officer

11 3. Mr. Esa Pauli 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 Remark: * On 7 October 2007, GLOW ENERGY has selected Mr. Esa Pauli Heiskanen to be CEO replacing Mr. Peter Valere Germain Termote who resigned as CEO. 3.4 Opinions of the Board of Directors and Audit Committees, excluding the interested 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. 3.5 Opinion of the Independent Financial Advisor to the Voting of Shareholders It is the view of the Independent Financial Advisor that the transaction of acquiring directly and indirectly of % of issued and paid-up capital of HOUAY-HO POWER, taking into account the rationale behind the transaction, this transaction will be advantage to GLOW ENERGY and the shareholders of GLOW ENERGY because of the following reasons: To contribute the revenue growth and to increase the return on the investment to GLOW ENERGY group To increase the capacity of production and to increase the market share of GLOW ENERGY group in the business of electricity producer and distribution in Thailand To expand the investment to the hydro power plant which is one of the magnificent alternatives for electricity producer since the hydro power plant generates the lower cost compared with the other coal-fired or natural gas power plants. 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. To find the business opportunity in the power plant in the Lao PDR

12 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 will be able to recognize the revenue from the investment in HOUAY-HO POWER instantly. To utilize the transmission line of the project for other future power plant projects in the Lao PDR that GLOW ENERGY may have an opportunity of more business. This transmission line is from the Lao PDR to Ubon Ratchatani Province, Thailand The price and the condition of the transaction are appropriate as follows: The fair value of acquiring HOUAY-HO POWER in portion of 67.25% of its issued and paid-up capital from STOPPER and SUEZ-ENERGY ASIA, subsidiary companies of SUEZ-TRACTEBEL, is USD million (Baht 1, , million)* in which the Independent Financial Advisor deemed as appropriate value range taking into account of by increasing/ decreasing 5% of runoff for energy production compared to the average yearly rainfall in approximately 2,251 mm per year. The most factor of hydro power business is the change of rainfall amount. Therefore, the most appropriate value is the value range which reflects the increasing/ decreasing 5% of runoff for energy production compared to the transaction value at USD44.74 million (Baht 1, million). The appropriate value is determined by the free cash flow to equity method in that it takes into account of related specific characteristics of the Company including the efficiency in operation, revenue structure, medium to long-term financial performance and cash flow available as well as other factors potentially affecting the Company s performance such as macroeconomics factor and etc. Furthermore, the factors affecting the Company s fair value the most appeared to be change in cost of equity and exchange rate. Taking into account the sensitivity ranges for these factors by increasing/ decreasing 5% of cost of equity and increasing/ decreasing 5% of exchange rate, the appropriate equity value for the 67.25% interest in the Company that GLOW will acquire lies in the range of USD million (Baht 1, , million)* and USD million (Baht 1, , million)*, respectively. Moreover, evaluating the fair value to get more updated rainfall data and EGAT energy production has utilized the rainfall amount between January and October for forecasting the energy production because November and December have a lower rainfall amount. The highest rainfall month of every year is between July and October which is the most important factor for the EGAT energy production forecast. Moreover, the purchasing value accounts for the remaining reservoir water level at the end of However, if the rainfall during January October 2008 is less than 20% from the average yearly rainfall in approximately 2,251 mm., the fair value of HOUAY-HO POWER in the portion of 67.25% of its issued and paid-up capital is USD million (Baht 1, million) which is a range of the appropriate value. Therefore, if the rainfall amount in 2008 is less than the forecasted rainfall, the purchasing value may be changed depending on the

13 opinion of GLOW Energy board of director. The final purchasing value will be adjusted by the actual rainfall during January October of 2008 to reflect to the actual rainfall of 2007 and January October However, the purchasing value should not be more than USD million (Baht 1, million). Remarks:Exchange rate as of September 22,, 2008, USD 1 = Baht In summary, it is the view of the Independent Financial Advisor that the transaction of acquiring directly and indirectly of 67.25% of HOUAY-HO POWER s issued and paid-up capital is reasonable and provides benefits to GLOW ENERGY and its shareholders, and the acquisition price is appropriate. Thus, shareholders should vote for the acquisition transaction. Detail of the report of the independent financial advisor appear in Attachment No.6 which has been submitted to the audit committee comprising of credible opinion of the independent financial advisor s and the audit committee has no objection to independent financial advisor s opinion. Number of votes required to pass a resolution no less than three-fourths (3/4) of the number of votes of the shareholders that attend the Meeting and vote, excluding shareholders who have an interest in this connected transaction who will not be allowed to vote on this agenda as details of clause 3.3 above. 3.6 Bar code Proxy Form The Company has proposed Mr. Kovit Poshyananda who is the Company audit committee to be shareholder s proxy. Please see the profile and detail in Attachment 8 and 9. Responsibility of Directors with respect to Information in this Information Memorandum This Board of Directors have reviewed the information containing in this information memorandum, and hereby certify that the information is correct, complete and true and does not cause any misunderstanding or concealment. Agenda 4 To consider other business (if any) 4.1 To consider and approve resignation of Mr. Peter Valere Germain Termote from Chief Executive Officer and director of the Company and appointment of Mr. Esa Pauli Heiskanen to be new Chief Executive Officer and director for the remaining term and to amend the Company s affidavit in respect to the authorized signatory and proceed on filing the amendment with Ministry of Commerce Background: Following the resignation of Mr. Peter Valere Germain Termote as director and Chief Executive Officer of the Company, effective from 7 October 2008 onwards. The Board acknowledged the resignation and has appointed Mr. Esa Pauli Heiskanen as new Chief Executive Officer of the Company and the director replacing Mr. Peter Valere Germain Termote for the remaining term. Mr. Esa Pauli Heiskanen has served for past four years as Executive Vice President of Glow Group being in charge of IPP Business Development, Construction, Management & Engineering, Communication and Public & Government Affairs. Mr. Esa Pauli Heiskanen previously served as

14 Senior Business Developer for Tractebel Asia (now GDF Suez Energy Asia) based in Bangkok. His other former employments include Managing Director of Laem Chabang Power Co., Ltd. He holds a degree of Master in Science (Mechanical Engineering) from Helsinki University of Technology, Finland. Mr. Esa Pauli Heiskanen has over 15 years of experience in international power generation business and working in Asia. For the past 12 years he has lived in Thailand and worked in the power generation business. Therefore, the power of the directors of the Company needs to be changed as follows: Director authorization and the limitation of the director authorization: Number or names of directors who can sign to commit the company are: Mr. Anut Chatikavanij or Mr. Rajit Nanda or Mr. Johan De Saeger or Mr. Dirk Beeuwsaert or Mr. Guy Richelle or Mr. Guido Geeraerts or Mr. Esa Pauli Heiskanen or Mr. Brendan G.H. Wauters or Mr. Philip De Cnudde, 2 of these 9 directors to sign jointly and to affix with company seal Board s opinion: The Board acknowledged and approved the resignation of Mr. Peter Valere Germain Termote from the position of director and Chief Executive Officer and appointed and authorized Mr. Esa Pauli Heiskanen, as a director and Chief Executive Officer of the Company and approved the change of the Company s authorized directors in company s affidavit Shareholders should approve an appointment Mr. Esa Pauli Heiskanen as the director and Chief Executive Officer of the Company to replace Mr. Peter Valere Germain Termote for the remaining term and to amend the Company s affidavit in respect to the authorized signatory and proceed on filing the amendment with Ministry of Commerce as proposed. Please note that the Company will fix the Record Date to be on Tuesday 30 September 2008 and the Closing Date to summarize shareholders name list in accordance with Section 225 of Securities and Exchange Act B.E.2551 to be on Wednesday 1 October The shareholders who are entitled to attend and vote at the Extraordinary General Meeting of Shareholders No.1/2008 whose names appeared in the Register of Shareholders on Tuesday 30 September The company will commence the registration of the Meeting at 8.00 a.m. All shareholders are invited to attend at the date, time and place mentioned above. Any shareholder may authorize another person as their proxy to attend and vote on their behalf, in which case please complete the attached proxy form and submit to the Company Secretary prior to the meeting.

15 Yours faithfully, By the order of the Board of Directors Glow Energy Public Company Limited Mr. Guy Richelle Chairman of the Board Mr. Anut Chatikavanij Director Remark: Shareholders can find the Invitation Letter for the Extraordinary Shareholders Meeting and all attachments in the Company s website: from 10 October 2008 onwards.

16 Attachment 2 Information Memorandum Concerning Acquisition of Assets the GHECO-One transaction 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 In addition, the notice to proceed the construction has been issued on 10th July 2008 in order to commence the construction work for the project 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: As the project is the new investment by GHECO-ONE, the seller in the transaction is equivalent to Engineer Procurement and Construction Contractor (EPC) namely Doosan Heavy Industries and Construction ( Doosan ). Under EPC contract, Doosan will perform engineering, procurement, construction, until the commissioning of the Project. 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 the Capital Market Supervisory Board TorChor. 21/2008 regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions. and the 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 ). Under Notification of the Capital Market Supervisory Board TorChor. 20/2008 regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, and the 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,

17 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 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.

18 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 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

19 Profit and Loss Statement For 6 months For 8 months period ending 1H period ending 2008 (Unaudited) 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 - - 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. The detail of project costs is shown in table below: Item Value (Million Baht) Proportion Total Plants Costs 28, % Mobilsation Cost % Fee and Administration % Total Fuel Stock % Pre-COD Expense Capitalized 2, % Contingencies % Interest During Construction and financing fees 4, % Others 1, %