Attachment 3 Information Memorandum Concerning the Connected ...

Attachment 3Information Memorandum Concerning the Connected TransactionsGlow Energy Public Company LimitedThe Board of Directors meeting of the Glow Energy Public Company Limited (“GLOW ENERGY” or the“Company”) No.4/2011 held on June 6, 2011 has approved the acquisition of shares from International Power Plc.(“IPR”), a major shareholders of GLOW ENERGY, and National Power (Thailand) Limited (“NPT”), IPR’s subsidiarycompany amounting to 99,999,994 shares at a par value of 10 Baht each representing 99.99% of the total considerationof USD 55 million or THB 1,667.55 million based on the exchange rate as of June 3, 2011 at 30.319 THB/USD andpassed a resolution to enter into the connected transaction with IPR and NPT.This aforementioned transaction is considered as a connected transaction pursuant to the Notification of the CapitalMarket Supervisory Board TorJor. 21/2551 Re: Rules of Entering into Connected Transaction and the Notification ofthe Board of Governors of the Stock Exchange of Thailand: Disclosure of Information and Other Acts of ListedCompanies Concerning the Connected Transactions B.E. 2546 (2003). The details of this transaction are as follows:1. Transaction DateOn June 6, 2011, the meeting of the Board of Directors of GLOW ENERGY No.4/2011 passed a resolution to enterinto the connected transaction with IPR and NPT in relation to the Company's proposed acquisition of shares of ThaiNational Power Co., Ltd. (“TNP”). Completion of the Transaction is conditional on approval from the ExtraordinaryGeneral Meeting of Shareholders No.1/2011, which will be held on 8 July 2011, and other conditions precedents. Theconditions precedent of the Transaction include:a. Shareholders’ approval of GLOW ENERGY in accordance with the Connected Party Notification approving thepurchase of TNP sharesb. Consent of the Energy Regulatory Commission of Thailand to the purchase of TNP shares by GLOW ENERGY.c. Consent of TNP’s lender to the transfer of TNP shares to GLOW ENERGYd. Board of directors’ resolution of IPR approving the transfer of the TNP shares to the GLOW ENERGYe. Board of directors’ resolution of NPT approving the transfer of the TNP shares to the GLOW ENERGY2. The Parties Involved and Relationship between the Parties InvolvedBuyer: Glow Energy Public Company Limited or Glow Company Limited, a company under GLOW ENERGY,subject to consent from TNP’s lendersSeller: 1. International Power Plc. (“IPR”)2. National Power (Thailand) Limited (“NPT”)IPR is a major shareholder of GLOW ENERGY, holding indirectly 69.11% of GLOW ENERGY. NPTis a wholly-owned subsidiary of IPR. Furthermore, GLOW ENERGY, IPR, and NPT, have a commonultimate shareholder, namely GDF Suez S.A. (“GDF SUEZ”)The details are as follows:1. GDF SUEZ holds a 70% equity stake in IPR.2. International Power Plc. (“IPR”) holds a 100% equity stake in GDF SUEZ Energy Asia,Turkey & Southern Africa B.V. (“GDF SUEZ ATSA”). GDF SUEZ ATSA holds a100% equity stake in IPR-GDF SUEZ (Thailand)Co., Ltd..3. As of May 31, 2011, IPR-GDF SUEZ (Thailand) Co., Ltd. directly holds a 44.11% equitystake in GLOW ENERGY and GDF SUEZ ATSA holds a 25.00% equity stake inGLOW ENERGY. Therefore, IPR indirectly holds a total 69.11% equity stake in GLOWENERGY.4. IPR holds a 100% equity stake in NPT.The shareholder structure of GLOW ENERGY, TNP, NPT and IPR before and after the transaction couldbe shown in diagram below:Attachment 3_Information Memorandum concerning the Connected Transactions_final_clean.doc Page 1 of 6

Attachment 3Before the TransactionGDF SUEZGroup70%After the TransactionGDF SUEZGroup70%IPRIPR100%100%100%0.001%NPT99.999%TNP100% 100%RNPTNP2GDF SUEZ ATSA100%IPR-GDF SUEZ(Thailand)44.11%25.00%GLOWENERGYGDF SUEZ ATSA100%IPR-GDF SUEZ(Thailand)44.11%25.00%GLOWENERGY100%TNP100% 100%RNPTNP23. General Characteristic of the TransactionGLOW ENERGY will purchase 99,999,994 shares of TNP from IPR and NPT, equivalent to 99.99% of the issued andpaid up shares capital as at 30 April 2011. The acquired shares will consist of 99,999,001 shares from NPT and 993 sharesfrom IPR.Details of Acquired AssetCompany Name: Thai National Power Company Limited (“TNP”)Incorporated Date December 8, 1997Registered office: 60/19 Moo 3, Siam Eastern Industrial Park, Tambon Mabyangporn, AmphurPluak Daeng, Rayong 21140, ThailandPower Plant Siam Eastern Industrial ParkLocation:Telephone: 0-3889-1324-8Nature of Business: Power plant operatorPaid-up Capital: THB 1,000 million comprising 100 million ordinary shares with a par value ofTHB 10List of Shareholder: As of April 30, 2011Shareholder Lists No. ofShares% EquityStake1. National Power (Thailand) Limited (“NPT”) (1) 99,999,001 99.99%2. International Power Plc. (“IPR”) (1) 993 0.00%3. Mr. Apichart Sarikul 1 0.00%4. Mr. Chanin Yolyaem 1 0.00%5. Mr. Wattana Churnak 1 0.00%6. Mr. Sithichai Sereepattanapol 1 0.00%7. Mr. Somchai Ninnatnon 1 0.00%8. Miss Suree Sirilarbtham 1 0.00%Total 100,000,000 100%(1) NPT and IPR are the subsidiary companies under GDF Suez Group.As of April 30, 2011Attachment 3_Information Memorandum concerning the Connected Transactions_final_clean.doc Page 2 of 6

Attachment 3Board of DirectorMr. James Boon Leng LeeMr. Peter George BarlowMr. Sithichai SereepattanapolManagement Team As of April 30, 2011Mr. James Boon Leng LeeMr. Sithichai SereepattanapolDirectorDirectorDirectorChief Executive OfficerChief Financial OfficerNature of BusinessThai National Power Co., Ltd., (TNP) a wholly owned company within the International Power group, startedconstruction of its 110MW power station in Siam Eastern Industrial Park (SEP) in Rayong province in 1998. Thepower station commenced commercial operations in Oct, 2000 and has contracted 90MW of electricity to the EGATunder 25-year Power Purchase Agreement (“PPA”), with the remaining output being sold to industrial customerlocated on Siam Eastern Industrial Park (“SEIP”). The capacity of the plant has been upgraded to 120MW byincreasing firing temperature of the combustion turbines and installing a fogging system to the air intake. TNP also hasan absorption chiller to produce 2,200RT of chilled water to some industrial customers.A 23MW expansion project using reciprocating gas engines were built and commenced operation in 2006. Theexpansion project has been operated under TNP’s wholly owned subsidiary Rayong National Power Co., Ltd. (“RNP”)In January 2008, TNP has been awarded the new SPP contract by EGAT. The new power plant will be developed byThai National Power 2 (“TNP2”), also the wholly owned subsidiary of TNP. The plant will be a cogeneration plantsupplying both electricity of up to 110MW and 1200 RT of chilled water. The 90 MW of electric power is contracted toEGAT under PPA and the remaining 20 MW will be supplied to the industrial user within Siam Eastern Industrial Park.The construction of power plant has been commenced since July 2010 and the expected Commercial Operation Date is(COD) in December 2012. The new project will be located approximately 0.7 km from the existing plant.Financial Summary - TNPProfit and Loss Statement(Unit: Million Baht) 2008 2009 2010Revenue from sale 2,445.71 2,448.62 2,609.53Cost of sale 2,028.17 2,026.68 2,137.41Gross profit 417.54 421.94 472.12Other Income 64.46 131.34 128.89Administrative Expense 153.66 150.94 167.35EBIT 312.44 402.34 433.67Net profit 203.11 273.13 285.68Source: TNP’s financial statement, audited by Certified Public Accountant, KPMG Poomchai Audit Ltd.Balance Sheet(Unit: Million Baht) 2008 2009 2010Property, plant and equipment 2,215.68 2,102.38 1,971.59Total Assets 3,828.62 3,712.00 4,114.64Current Liabilities 503.41 449.10 558.50Long-term loans (net of current portion) 2,028.01 1,798.69 1,800.97Total non-Current Liabilities 2,035.65 1,808.21 1,808.77Total Liabilities 2,539.06 2,257.31 2,367.27Issued and Paid-up Capital 1,000.00 1,000.00 1,000.00Total Shareholders' Equity 1,289.56 1,454.69 1,747.37Source: TNP’s financial statement, audited by Certified Public Accountant, KPMG Poomchai Audit Ltd.Attachment 3_Information Memorandum concerning the Connected Transactions_final_clean.doc Page 3 of 6

Attachment 3Financial Summary - RNPProfit and Loss Statement(Unit: Million Baht) 2008 2009 2010Revenue from sale 202.31 182.35 258.90Cost of sale 111.77 92.88 185.16Gross profit 90.54 89.47 73.74Other Income 0.31 0.16 2.96Administrative Expense 8.59 9.08 9.15EBIT 82.26 80.55 67.55Net profit 82.26 80.55 66.66Source: RNP’s financial statement, audited by Certified Public Accountant, KPMG Poomchai Audit Ltd.Balance Sheet(Unit: Million Baht) 2008 2009 2010Property, plant and equipment 562.40 541.37 522.44Total Assets 715.77 694.85 686.69Total Liabilities 8.66 7.18 12.35Issued and Paid-up Capital 655.00 655.00 655.00Total Shareholders' Equity 707.12 694.85 686.69Source: RNP’s financial statement, audited by Certified Public Accountant, KPMG Poomchai Audit Ltd.Financial Summary – TNP2Profit and Loss Statement(Unit: Million Baht) 2009 2010Total Income - 0.27Total Expenses 0.05 177.92Net Loss -0.05 -177.65Source: TNP2’s financial statementBalance Sheet(Unit: Million Baht) 2009 2010Property, plant and equipment - 276.75Total Assets 1.00 280.39Total Liabilities 0.05 357.63Issued and Paid-up Capital 1.00 270.75Total Shareholders' Equity 0.95 -77.24Source: TNP2’s financial statement, audited by Certified Public Accountant, KPMG Poomchai Audit Ltd.4. Transaction ValueThe transaction value of acquiring the existing ordinary shares of TNP from IPR and NPT is USD 55 million or equivalentto Baht 1,667.55 million based on the foreign exchange rate as of 3 June 2011 at 30.319 THB/USD.PaymentIn paying for acquisition transaction, GLOW ENERGY would make payment by cash to IPR and NPT after GLOWENERGY obtains the shareholders’ approval from the Extraordinary General Meeting of shareholders No.1/2011 and allconditions precedent as specified in the Share Purchase Agreement are fulfilled.Attachment 3_Information Memorandum concerning the Connected Transactions_final_clean.doc Page 4 of 6

Attachment 35. Transaction SizeThe Connected TransactionThe size of transaction represents 4.81% of consolidated net tangible assets of the Company and its subsidiaries based onthe latest reviewed financial statement as of March 31, 2011 which exceeds 3% of GLOW ENERGY’s and its subsidiaries’net tangible assets. As such, the Transaction shall be proposed for approval by the Company’s shareholders meeting by avote of not less than three quarters of the votes of all shareholders who are present at the meeting and who are entitled tovote. (Please see detail re: the connected person in item 8 who may be deemed to have interests and had abstained fromvoting on this agenda at the Board of directors meeting.)The Transaction Size of the Asset Acquisition and DispositionFrom the calculation of the transaction value of the TNP share acquisition in accordance with the Notification Re: theAcquisition and Disposition of Assets above, the maximum value of the asset acquisition derives from net profit criteriais 5.71%. Therefore, the Company does not require the approval from the Company’s shareholder meeting under theNotification Re: the Acquisition and Disposition of Assets.It should be noted that the calculation of the transaction size of the asset acquisition and disposition based on TNP’sfinancial statement as of 31 December 2010 (Company only) since TNP has not prepared the consolidated financialstatement since it use the exemption available under the announcement made by the FAP on 20 July 2007 and has notadopt the TAS 27 re: the consolidated financial statement.6. Criteria Applied to Determine the Acquisition ValueThe criteria that the Company uses to determine the acquisition value of TNP shares from IPR and NPT are DividendDiscount Method.7. Name of the Connected PersonThe Shareholders who have no right to vote for this transaction in the extraordinary general shareholders’ meeting areGDF SUEZ ATSA and IPR-GDF SUEZ (Thailand) Co., Ltd. which are the subsidiary companies of IPR, under the GDFSuez group, and the major shareholders in GLOW ENERGY totaling 1,010.98 million shares as of May 31, 2011,accounting for 69.11% of GLOW ENERGY’s total issued and paid-up capital. IPR indirectly holds a 69.11% equity stakein GLOW ENERGY through GDF SUEZ ATSA and IPR-GDF SUEZ (Thailand) Co., Ltd. IPR-GDF SUEZ (Thailand)Co., Ltd. directly holds 645.26 million common shares which are 44.11% equity stake in GLOW ENERGY and GDFSUEZ ATSA holds 365.72 million common shares which are 25.00% equity stake in GLOW ENERGY. IPR-GDF SUEZ(Thailand) Co., Ltd. is 100% held by GDF SUEZ ATSA.The name list of the connected persons (Board of Directors and Managements) are as follows:Positions inGLOWPositions in GDF Suez GROUPENERGY1. Mr. Willem Van Twembeke Chairman of CEO & President of IPR – GDF SUEZBoard of Director Asia Co., Ltd.2. Mr. Philip Cox Director Chief Executive Officer of IPR3. Mr. Guy Richelle Director Chief Operating Officer of IPR4. Mr. Johan De Saegar Director Executive Vice President - Head ofBusiness Development, Asia and SouthernAfrica / IPR – GDF SUEZ Asia Co., Ltd.5. Mr. Alain Janssens Director Executive Vice President Markets & Sales/ GDF SUEZ Energy Europe &International6. Mr. Michel J.G. Gantois Director Executive Vice President - Chief FinancialOfficer, Asia / IPR – GDF SUEZ AsiaCo., Ltd.7. Mr. Esa Pauli Heiskanen Chief Executive NoneOfficer andDirectorAttachment 3_Information Memorandum concerning the Connected Transactions_final_clean.doc Page 5 of 6

Attachment 38. Sources of Fund of the TransactionSource of funds to be used in this transaction totaling USD 55 million (Baht 1,667.55 millionequivalent) will come from debt financing which could be the combination of issuance of bond, loans from domesticand/or international financial institutions, as well as GLOW ENERGY’s internal cash flow.Assuming all acquisition cost is financed by debt financing, the debt to equity ratio of GLOW ENERGY after theacquisition will increase, as well due to consolidation of TNP’s existing and future debt. The increase in debt to equity ratioand the debt service coverage ratio is not expected to affect or to breach any covenant of existing borrowing of GLOWENERGY.9. Directors who have interests and/or directors who are connected personsDirectors who have interests and/or directors who are connected persons are as follow. Such directors do not attend themeeting and have no right to vote for this agenda.Position in GLOW ENERGY1. Mr. Willem Van Twembeke Chairman of Board of Director2. Mr. Philip Cox Director3. Mr. Guy Richelle Director4. Mr. Johan De Saegar Director5. Mr. Alain Janssens Director6. Mr. Michel Gantois Director7. Mr. Esa Pauli Heiskanen* Chief Executive Officer and Director*Mr. Esa Pauli Heiskanen attend the Board of Directors meeting as the CEO of GLOW ENERGY but have no right tovote for this agenda.10. Benefits to GLOW ENERGY and GLOW ENERGY’s Shareholders from Entering into the Transaction1) To provide the revenue growth in Cogeneration Business2) To contribute earning to GLOW ENERGY, immediately from contribution of existing plants and contribution fromplant under construction in the future.3) To increase production capacity and increase the market share of GLOW ENERGY in the business of electricityproducer and distribution in Thailand.4) To expand the investment to the Cogeneration Business outside of Map Ta Phut industrial zone, which is currently solearea for Cogeneration Business.11. Opinions of the Board of Directors Concerning a Decision to Enter into the TransactionsIn the opinions of Board of Directors, the acquisition transaction should contribute GLOW ENERGY business expansionin Thailand by enhancing the production capacity and increase the market shares as well as it will expand GLOWENERGY business to cogeneration business outside Map Ta Phut area which will help diversify GLOW ENERGYbusiness. In addition, the Board of Directors has considered the benefit, terms and conditions, purchase price of thetransaction, and investment return evaluation based on generally accepted valuation approaches, and found that thetransaction is reasonable and beneficial to GLOW ENERGY.12. Opinions of the Company’s Audit Committee and/or Directors which are different from the opinions of theBoard of Directors under 13.-None-13. Dissemination of the Notice of the Shareholders’ MeetingGLOW ENERGY will send a Notice of the Extraordinary General Shareholders’ Meeting No.1/2011 to the Securitiesand Exchange Commission at least 5 business days before sending it to shareholders, and will send such notice togetherwith the opinion of the Independent Financial Advisor to shareholders no less than 14 days prior to the date ofshareholders’ meeting.Attachment 3_Information Memorandum concerning the Connected Transactions_final_clean.doc Page 6 of 6