ar 08 EN - Investor Relations

FINANCIAL HIGHLIGHTFINANCIAL POSITION (CONSOLIDATED)(Unit : Million Baht)2008 2007 2006Total Revenue 33,854 33,011 33,992Operating Revenue 33,724 32,266 32,593- IPP Business 10,859 10,162 10,705- Cogen Business 22,864 22,104 21,888EBITDA 7,294 8,605 9,052EBIT 4,850 5,654 5,933Normalized Net Profit 3,784 4,314 4,602Total Assets 70,083 54,024 54,609Total Liabilities 39,885 25,053 28,169Shareholders’ Equity 30,198 28,971 26,440Dividend Per Share (Baht) 1.654 (1) 1.575 (2) 2.850 (3)Note :(1) 1.054 Baht / share paid from 2007 results, 0.60 Baht / share paid from 2008 results (interim)(2) 0.975 Baht / share paid from 2006 results, 0.60 Baht / share paid from 2007 results (interim)(3) 2.250 Baht / share paid from 2005 results, 0.60 Baht / share paid from 2006 results (interim)8 Annual Report 2008

35,00030,00025,00020,00015,00033,72432,266 32,593(Unit ; Million Baht)CogenBusinessIPPBusiness5,0004,0003,0002,0003,7844,314(Unit ; Million Baht)4,60280,00070,00060,00050,00040,00030,00070,083(Unit ; Million Baht)54,024 54,60910,0005,0001,00020,00010,000020082007200602008 2007 200602008 2007 2006OPERATING REVENUE NORMALIZED NET PROFIT TOTAL ASSETSKey P&L performance indicator for Glow is Normalized Net Profit (NNP)• IPP business has an outstanding loan in USD which will be repaid by USD linked operating cash flows.• Under Thai GAAP the outstanding USD loan is converted at year-end in THB at the current exchange rate.Any difference in THB outstanding loan amount due to using a difference exchange rate compared to last year leads to anunrealized FX gain (THB appreciation) or loss (THB depreciation).• Since the USD loans in IPP business are served by USD linked cash flows the Unrealized FX gains / losses should, in Glow’s view, beignored from an economic point of view.• Glow’s management has always and consistently focused on NNP ignoring unrealized FX gains / losses (substance over form).Glow Energy Public Company Limited9

GENERAL INFORMATIONGLOW ENERGY PUBLIC COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Plant LocationHomepageType of BusinessTel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 - 9: Glow Phase 2 - Central Utilities Cogeneration Plant3, 5, I - 4 Road, Map Ta Phut Industrial Estate, Muang District, Rayong 21150Tel. (038) 684 078 - 80 Fax (038) 684 – 789 and: Glow Phase 4 - Central Utilities Cogeneration Plant: 11, I - 5 Road, Map Ta Phut Industrial Estate, Muang District, Rayong 21150Tel. (038) 698 400 - 10 Fax (038) 684 789: www.glow.co.th: Supply utilities (electricity, steam, clarified and demineralized water)SUBSIDIARY COMPANY THAT THE COMPANY HOLDS SHARES OF MORE THAN 50%1. GLOW COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Type of BusinessTel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 - 9: Provide management services, consultant services and management advisory for related companies2. GLOW IPP COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Tel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 - 9Plant Location: Glow IPP Power Plant42 Moo 8, CIE - 8 Road, Hemaraj Chonburi Industrial Estate, Sriracha District, Chonburi 20230Tel. (038) 345 900 - 5 Fax (038) 345 906Type of Business: Generate and Supply Electricity3. GLOW SPP 1 COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Tel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 - 9Plant Location: Glow SPP 1 Plant - Central Utilities Cogeneration Plant10, Soi G - 2, Pakornsongkrawhrat Road, Hemaraj Eastern Industrial Estate (Map Ta Phut),Huaypong, Muang District, Rayong 21150Tel. (038) 685 589 Fax (038) 685 104Type of Business: Generate and Supply Utilities including electricity, steam and demineralized water for industrial use4. GLOW SPP 2 COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Tel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 - 9Plant Location: Glow Phase 3 - Hybrid Cogeneration Plant11, I - 5 Road, Map Ta Phut Industrial Estate, Map Ta Phut, Muang District, Rayong 21150Tel. (038) 698 400 – 10 Fax (038) 684 789Type of Business: Generate and Supply Utilities including electricity and steam for industrial use10 Annual Report 2008

5. GLOW SPP 3 COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Tel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 - 9Plant Location: Glow Phase 3 - Hybrid Cogeneration Plant11, I - 5 Road, Map Ta Phut Industrial Estate, Map Ta Phut, Muang District, Rayong 21150Tel. (038) 698 400 – 10 Fax (038) 684 789Type of Business: Generate and Supply Utilities including electricity, steam clarified and demineralized water forindustrial use6. GLOW DEMIN WATER COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Tel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 - 9Plant Location: 9, Soi G - 2, Pakornsongkrawhrat Road, Hemaraj Eastern Industrial Estate (Map Ta Phut),Huaypong, Muang District, Rayong 21150Tel. (038) 685 589 Fax (038) 685 104Type of Business: Generate and supply demineralised water for industrial use7. GLOW IPP 3 COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Tel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 – 9Type of Business: Investment and Development of power generation projects8. GLOW IPP 2 HOLDING COMPANY LIMITEDHead Office address : 195 Empire Tower 38 th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Tel. (66 2) 670 1500 - 33 Fax (66 2) 670 1548 – 9Type of Business: Investment in power generation companies9. GHECO-ONE COMPANY LIMITEDHead Office / Plant Location : 11, I-5 Road, Map ta Phut Industrial Estate, Map Ta Phut, Muang District, Rayong 21150Tel. (038) 698 400 - 10 Fax (038) 684 789Type of Business: Generate and Supply Electricity• Number of Employeesas of 31 December 2008• Registered Capitalas of 31 December 2008• Paid up Capitalas of 31 December 2008OTHER REFERENCESBondholder’s RepresentativeAuditor: 490 persons120 persons are located at Bangkok and 370 persons at Plant: 14,828,650,350 baht: 14,628,650,350 baht: Siam Commercial Bank Public Company LimitedTower 2, 3 rd Floor, 1060 New Petchaburi Road, Makkasan, Rajatevee Bangkok 10400Tel. (66 2) 256 2323 - 27: Deloitte Touche Tohmatsu Jaiyos Audit Company Limited183 Rajanakarn Building 25, 26, 28 th Floor, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120Glow Energy Public Company Limited11

MESSAGE FROM THE CHAIRMANIn 2008 Glow Group (‘the Company’) achieved significantcommercial successes which will ensure future profitable growthfor both its cogeneration and its IPP Business, an achievement wecan be proud of. Despite a difficult environment which hasnegatively impacted our profitability, the Company managed todeliver satisfactory financial results.In 2008, Glow Group recorded consolidated total revenues ofBaht 33,751 million, a 4.33 percent increase from 2007. Ournormalized net profit (‘NNP’ – net profit before unrealized foreignexchange gains and losses) was Baht 3,784 million, a 12.27percent decrease which was mainly due to an increase in fuelwhich was not accompanied by a corresponding increase inelectricity tariff, as well as a reduction in demand of our industrialcustomers during the last quarter due to the economic downturn.12 Annual Report 2008

However, the outlook for our business is very promising. Oursubsidiary, GHECO-One, was one of the winning bidders in the2007 IPP solicitation. In 2008, GHECO-One, a 660 MW coal-firedproject, obtained its EIA license and executed a Power PurchaseAgreement with Electricity Generating Authority of Thailand(‘EGAT’). The construction of the plant began in mid 2008 and iscurrently progressing on schedule with a target commercialoperation by the end of 2011. This plant will be the most efficientand environmentally friendly coal-fired power plant in Thailandand will support Thailand’s fuel diversification policy as well ascontribute in providing stable and affordable electricity prices toconsumers.Our CFB3 cogeneration project is progressing, is on schedule andshould reach commercial operation by the end of this year.Additionally, we started construction of Phase 5, a 382 MWgas-fired cogeneration plant, in second half of 2008, which shouldcome into operation in the second half of 2011. These two plantswill provide power and steam to several petrochemicalcustomers expanding their production as part of third expansionphase of Map Ta Phut.In parallel to our focus on growth, the Company continues tofocus on the need to develop social welfare within thesurrounding communities and strong protection of environment.Maintaining sustainable relationships and contributing to theimprovement of the quality of life within our communities is anintegral part of our corporate culture. Our new plants utilize stateof the art emission control technologies and we are also furtherimproving the emission control systems of our existing plantswhich at this point already fulfill all Thai regulations and WorldBank guidelines.On behalf of the Company’s Board of Directors, I would like toexpress my gratitude to all executives and employees of theCompany for their dedication and hard work towards the successof our company as well as their contributions to society. I wouldalso like to thank our shareholders, customers, investors, financialinstitutes, public and private sectors including the localcommunities for the trust and continued support of our business.Mr. Guy RichelleChairman of the BoardGlow Energy Public Company Limited13

14 Annual Report 2008MESSAGE FROM THE CEO

FINANCIAL RESULTS(Unit : Million Baht) (Unit : Million Baht) (Unit : Million Baht)- CogenBusiness- IPPBusinessOPERATING REVENUE EBITDA NORMALIZED NET PROFITDue to mainly external circumstances 2008 was a challenging yearto Glow, throughout the year, we were facing a situation wheregross margin was reduced as a result of increasing fuel prices andlimited increase in Ft. We implemented various cost savingmeasures and our financial results for the first three quarters ofthe year were still in line with the previous year. However,because of weakening demand from our industrial customers dueto economic downturn combined with effects from unplannedoutage of some of our plants in the last quarter of 2008, our NNP(Normalized Net Profit) for the year dropped to 3,784 MTHB, adecrease of 12.27% from 2007.Glow Energy Public Company Limited15

THE STRATEGY OF GLOWGlow’s objectives remain balanced between achieving long-term and short-term financial targets, both accounting and cash, whileprudently taken into consideration the boundary conditions for proper and sustainable business including corporate socialresponsibility.CashShareholders Value Creation - Long Term, risk adjustedFree Cash Flow - Short Term, dividend policyEarningsEBITDA and NNP (Thai GAAP)Reduce earning volatilityActions• Commercial• Financial• Operational• Human Resources• SocialBoundary ConditionsRisk Management(Legal and Corporate) Compliance Commodityrisk management (FX, interest, gas, coal)Managerial FundamentalsQuality management (Reliability of decision-makingand reporting based on standardized documentedprocesses, automated tools / systems and highlyqualified & motivated workforce who adheres tovalues & culture of Glow)Social ResponsibilityStrengthen educational support, government relations,community relations, environmental care16 Annual Report 2008

KEY TARGET 2009 : IMPLEMENTATIONOF EXPANSIONSWe have currently three major expansions projects underconstruction :• 115 MW coal-fired cogeneration project (CFB 3)• 660 MW coal-fired IPP project (GHECO-One)• 382 MW gas-fired cogeneration project (Phase 5)These three projects will increase our generation capacity byapproximately 60% after entering into commercial operation in2009 (CFB 3) and 2011 (GHECO-One and Phase 5).GHECO-One will sell all of its capacity to EGAT under 25-YearPower Purchase Agreement signed in September 2008. CFB 3 andPhase 5 projects will serve industrial customers in Map Ta Phutarea and all of CFB 3 capacity is already contracted as well asmost of the Phase 5 capacity.The construction of all of these projects is currently progressing inaccordance with the planned time schedule and budget.We trust that with commitment of dedicated and professionalemployees, support from our long standing customers andsuppliers and co-operation with authorities and localcommunities, we will manage to complete these expansions asplanned and develop our business further in a sustainablemanner.Mr. Esa HeiskanenChief Executive OfficerGlow Energy Public Company Limited17

VISION, MISSION,CORPORATE CULTUREVISIONGlow vision changes to include expansions outside Thailand.OPERATIONAL EXCELLENCE• Focus on reliability and improvement of heat rates• Reduce production costs and increase productivity• Improve fuel management and efficiency• Focus on completing expansions, meet the targetedschedule and performance• Reduce cost of capital• Improve reporting and management tools and processes• Improve customer intimacy and satisfactionPROFITABLE GROWTH• Expand Cogen businesses in Thailand by selling steam andelectricity to high-load industrial customers who valuereliability• Expand IPP business in Thailand• Expand business in Laos and seek new business in Cambodia• Follow key customers when they pursue petrochemicalprojects in ASEAN countries, to the extent that a fulloperational integration in Glow’s activities makes sense andallows for synergies18 Annual Report 2008

MISSIONGlow mission focuses on value creation for shareholder’s and customers and on environmental and social responsibilityCREATE VALUE FOR OUR SHAREHOLDERS AND CUSTOMERS IN A SUSTAINABLE MANNER THROUGH:a) Reliable products and servicesb) Operational excellencec) Profitable growthd) Committed and knowledgeable employeese) A network of expertisePERFORM THE BUSINESS IN A SUSTAINABLE RELATIONSHIP WITH THE ENVIRONMENT AND WITH THE SOCIETY:a) Environmentally responsible projectsb) Develop the quality of life of communities in areas where we do businessesc) A prime focus on environment health and safety for our employee, contractors and the surrounding communitiesd) Provide expertise and support to the development of the Thai energy sector if valued by the authoritiesCORPORATE CULTURE : CACSS1. Communication : Openly communicate with bosses / subordinates and internal / external customers2. Adaptability : Adjust and thrive in an environment where tasks, assignments, priorities and surrounding do change3. Commitment : Finish what you start and commit to tasks assigned and take accountability and responsibilities whenproblems arise4. Social Partnership : Develop and maintain a sustainable relationship with the environment, community and society5. Sustainable Business Relations : Develop and maintain a long-term relationship and commitment to all business partners(suppliers, customers, equity investors) through loyal, honest, and sincere conduct.Glow Energy Public Company Limited19

GOOD CORPORATE GOVERNANCEThe Company follows the prudent supervision control principlesaccording to guidelines prescribed by the Stock Exchange ofThailand as follows:RIGHTS OF SHAREHOLDERSThe Board of Directors of the Company has established thecorporate governance policies concerning the shareholders’s basicrights as follows:1. Rights to buy, sell or transfer shares2. Rights to share in the profit of the company3. Rights to have access to the company’s information in atimely fashion and on a regular basis4. Rights to participate and vote in the shareholders meetingincluding the rights to• Elect or remove members of the Board• Propose and approve the appointment of external auditor• Participate in the decision making of any transactionsthat affect the Company and/or the shareholders in amaterial mannerThe Company has facilitated the shareholders during eachshareholder’s meeting by preparing the appropriated meetingvenues which correspond to the number of shareholdersparticipating in the meeting. The Company also sends eachshareholder a letter of invitation to the meeting together with anagenda and clear, complete and adequate information to be usedwith each agendum 7 days in advance of the meeting date. Eachagendum also has commendations of the Board of Directors ofthe Company. Moreover, the Company prepares the accurate andcomplete minutes of each meeting to be made available forinspection by the shareholders on the website of the Company.The Company has also developed a process allowing theshareholders to propose agenda or questions to the company orcontact person for the shareholders’ meeting through Companywebsite.20 Annual Report 2008

In 2008, the Company has arranged 1 Annual General Meeting ofShareholders and 1 Extraordinary General Meeting of ShareholdersNo.1/2008. During the shareholders’ meeting, the Chairman of themeeting allows every shareholder to equally examine businessoperations of the Company. Shareholders were welcome to voiceany queries, express their opinions and make other suggestions.EQUITABLE TREATMENT OF SHAREHOLDERSUnder the Company’s Corporate Governance Policy, it is the dutyof the Board of Directors to facilitate the minority shareholders topropose, in advance of the meeting date, any issues forconsideration in the shareholders meeting. The Board of Directorshas established a procedure to allow the shareholders to makeproposals including a procedure to nominate candidates. Thedetailed procedures and criteria can be found on the Companywebsite.The Board of Directors has approved the Insider Trading Policy toprevent the abusive use of inside information and hascommunicated this policy to everyone in the company via theCompany website. Moreover, when directors and certainexecutives of the Company, who are considered as being in theposition of an Informed Function, buy/sell shares of theCompany, they are required to submit a report on ownership(Form 59-2) to the SEC within 3 days.ROLE OF STAKEHOLDERSThe Company acknowledges and is fully aware of the rights of thestakeholders. It is the Company’s policy to encourage thecooperation between the Company and the Stakeholder inenhancing the mutual interests as well as ensuring that thestakeholders have been protected and treated well. TheCompany places importance on the rights of all stakeholdersgroups such as employees, customers, business partners, businesscompetitors and the overall societies. The operating guidelines forthe directors, executive officers and employees are clearlydefined as the business practice in the Code of Conduct sectionof the Corporate Governance Policy.The Board of Directors has also established The Audit Committeeto examine the key operations of the company. The AuditCommittee’s duties shall involve auditing/governing theCompany’s operations, financial reports and internal controlsystems, the selection of auditors, and the consideration ofconflicts of interest, including risk management. The AuditCommittee scope and responsibilities are described in the AuditCommittee Charter.The Board of Directors has approved the Environmental Policy toensure continuous and sustainable development of its corebusiness, without compromising the ability of the current and thefuture generation to enjoy the environment. In addition, TheBoard of Directors has also approved the Health and Safety Policyso that the Company pays full attention to the health and safetyconcerns that affect our employees, clients and the community.DISCLOSURE AND TRANSPARENCYInformation related to the Annual General Shareholder Meeting,Ethics Charter, Health, Safety & Environmental Charter, Code OfConduct, Insider Trading, Ethic Officer contact details, Ethical andSocial policies and other relevant information approved by theBoard of Directors, have been provided through various channelssuch as the company’s annual reports and website.Glow Energy Public Company Limited21

In addition to disclosing information, as specified in relevant regulations, through the channel of the SET, Form 56-1, and annual reports,the Board of Directors has designated the Finance & Investors Relation Department to disseminate information to shareholders and otherstakeholders and to equitably and appropriately assist investors and securities analysts to understand the company and its business.Information posted in the company’s website is both in Thai and English. In addition, Communication Department has been assigned towidely publicize timely corporate information and performance data via various media.The Board of Directors is responsible for the consolidated financial position of the Company and its subsidiaries aswell as the financial information as appears in the Company’s annual report. Such financial statements are prepared in accordance withthe generally accepted accounting principles of Thailand by using the appropriate accounting policies, by adhering to them constantlyand by carefully using the best judgment. The important information is adequately disclosed in the note to the financial statements. TheBoard of Directors has established an effective internal control system to ensure that the report and the accounting information areaccurate, complete and adequate enough to maintain the assets and to prevent the loss, dishonest conduct or other ill-operationswhich might result in damage to the Company.The Company has disclosed the roles and responsibilities of the Board of Directors together with these of the committees in the DirectorsCharter of Corporate Governance Policy. In 2008, the Board of Directors has arranged 4 ordinary meetings and 7 extraordinary meetings.The participation of each director can be summarized as follows:THE ATTENDANCE OF THE DIRECTORS IN 2008NAME POSITION HOLDING PARTICIPATION / TOTAL MEETINGORDINARY MEETING EXTRA-MEETING TOTAL1. Mr. Guy Richelle 30 April 2008 4/4 6/7 10/112. Mr. Peter Valere Germain Termote 1 30 April 2008 2/4 5/7 7/113. Mr. Esa Heiskanen 2 7 October 2008 1/4 0/7 1/114. Mr. Kovit Poshyananda 25 April 2007 4/4 6/7 10/115. Mr. Vitthaya Vejjajiva 30 April 2008 4/4 7/7 11/116. Mrs. Supapun Ruttanaporn 25 April 2007 4/4 6/7 10/117. Mr. Dirk Achiel Marc Beeusaert 25 April 2007 2/4 1/7 3/118. Mr. Guido Geeraerts 25 April 2007 2/4 0/7 2/119. Mr. Johan De Saeger 28 April 2006 3/4 5/7 8/1110. Mr. Rajit Nanda 3 28 April 2006 2/4 4/7 6/1111. Mr. Michel J. G. Gantois 4 26 February 2009 0/0 0/0 0/012. Mr. Philip De Cnudde 5 28 April 2006 1/4 0/7 1/1113. Mr. Pierre Jacques Weulersse 6 26 February 2009 0/0 0/0 0/014. Mr. Anut Chatikavanij 30 April 2008 3/4 7/7 10/1115. Mr. Brendan G. H. Wauters 28 April 2006 3/4 5/7 8/11Note : 1. Resigned from the company’s director and Chief Executive Officer on 7 October 2008.2. Replaced Mr. Peter Valere Germain Termote in his position as Director and Chief Executive Officer on 7 October 2008.Was an Executive Vice President and Chief Projects Development and IPP Business from 3 March 2005.Was an Executive Vice President and Chief Projects Government Affairs from 1 September 2004.3. Resigned from the company’s director on 26 February 2009.4. Replaced Mr. Rajit Nanda as Director on 26 February 2009.5. Resigned from the company’s director on 26 February 2009.6. Replaced Mr. Philip De Cnudde as Director on 26 February 2009.The process of setting and evaluating the objectives related to the determination of the remuneration of the Executive Vice Presidentsand the CEO (not individual remuneration) will be disclosed to the Board of Directors in the annual report and the website. The disclosedremuneration figures of directors and management in the annual report will remain aggregated and will not be individualized. The individual22 Annual Report 2008

emuneration of the Executive Vice Presidents and CEO will bedisclosed to the remuneration committee.RESPONSIBILITIES OF THE BOARD1. BOARD STRUCTURE• The Board of Directors has an adequate and appropriatenumber of directors according to the size and the operationof the Company by having a total of 12 directors, consistingof 1 director who is in a management position, and 11non-management directors. Of all directors, 3 are independent.The number, definition, role and responsibilities of Board ofDirectors shall be complied the rule and regulations to beissuance.• The term of service of directors has been clearlystated in Glow’s Corporate Governance policy as follows:- Board members will be elected for a period of three (3)years, after which the members need to resign.- Resigned member may be nominated again.- During any rotation period, no more than one third ofthe directors should be rotated to ensure continuity.- During the implementation phase, some members mayserve an additional year to ensure that the rotationpolicy could be implemented effectively.• As specified by Glow’s Corporate Governance Policy,directors must be independent according to the SEC’snotification regarding the qualifications and scope ofwork of the Audit Committee, including other qualificationsas required by the Company. This is to enable thedirectors to work for the best interest of all shareholderson an equitable basis and to prevent conflicts of interestbetween the Company and management of majorshareholder(s) or other companies having management/major shareholders in common. In addition, directorsmust also be able to express their opinion independently.• According to The Direct Charter of the Glow CorporateGovernance Policy, each Director shall dedicate thenecessary time and attention to fulfill his duties. Shoulda Director propose to accept another Directorship inaddition to that (or those) held at the time of hisappointment (with the exception of such position withan unlisted group company), this fact has to be broughtto the attention of the Chairman of the Board’s Committeein charge of appointments with whom they are to assesswhether such new responsibilities would leave themthe time necessary to be devoted to their Directorresponsibilities. In addition, each Director shall informthe Board of Directors completely and beforehand ofany real or potential conflict of interest, direct orindirect, which they may have. Any Director with such aconflict must not participate in any discussion of anysuch topic and on voting on it.• The roles and responsibilities of the Chairman aredifferent from those of the CEO. As described by theGlow’s Corporate Governance Policy, the board shouldseparate the roles and responsibilities of both positionsGlow Energy Public Company Limited23

so that the Board, under the guidance of the Chairman,has authority and is able to control the management’soperations effectively and efficiently.• The Company’s Board of Directors has assigned the VicePresident - Finance & Investor Relations as the companysecretary to serve the Board of Directors in areas oftaking care of the Board’s activities and monitoringcompliance to the Board’s resolutions.2. COMMITTEESThe Company’s Board of Directors has appointed thesub-committee to help with supervising the Company’sbusiness operations as follows:AUDIT COMMITTEEThe Audit Committee consists of 3 directors. A member ofthe Audit Committee may serve for a maximum of 6consecutive years, counting for practical purposes as of 1 April2005 listing. To ensure continuity, a maximum of one thirdmay be replaced in any given 24 months period. All of theAudit Committee members are independent directors. TheAudit Committee shall hold at least 4 meetings per year. In2008, there were 7 audit meetings.The Audit Committee is comprised of 3 committee membersas follows :NAMEPOSITION1. Mr. Kovit Poshyananda Chairman of the Audit Committee2. Mr. Vitthaya Vejjajiva Audit Committee Members3. Mrs. Supapun Rattanaporn Audit Committee MembersScope of Authority and Responsibilities of the Audit Committee• To review the sufficiency, credibility and objectivity of thefinancial reporting by coordinating with the external auditorsand management responsible for preparing the quarterlyand yearly financial reports and to suggest issues or mattersto be included for review or audit by the external auditorsduring its audit of the company.• To review the adequacy and effectiveness of internalcontrol systems and internal audit functions by coordinatingwith the external auditors and internal auditors.• To review compliance with the Securities and ExchangeActs, Regulations of the SET, and any other relevant laws ofThailand.• To consider and advise the appointment of the externalauditors including the audit fee by considering thecredibility, the adequacy of its resources, the volume ofengagements, and the experience of its supervisory andprofessional staff.• The Audit Committee should also keep the nature the nonauditservices under review. The Audit Committee shouldset and apply a formal policy specifying the types of nonauditservices;- Not permissible;- Permissible after the review of the Audit Committee; and- Permissible without the referral to the Audit Committee.• To consider the appropriate disclosure of all connectedtransaction and any conflict-of-interests matters inconformity of relevant rules and regulations.• To take care of other matters assigned to it by the Board ofDirectors and agreed to by the Audit Committee.• To report the activities of the Audit Committee in thecompany’s annual report, which shall be signed by theChairman of the Audit Committee.• To act as the Corporate Governance Committee to ensurethat the Company has in place and effectively complieswith a corporate governance framework to protect thereputation of the company and the interest of allstakeholders.THE NOMINATION AND REMUNERATION COMMITTEEThe Nomination and Remuneration Committee, comprises of 3members of the Board, of which 1 is an independent director.The Nomination and Remuneration committee’s role is toselect appropriate candidates to be proposed for the positionsof director and CEO. The nomination process shall be set upin accordance with certain criteria and shall be transparent.The Nomination and Remuneration Committee shall alsoconsider the guidelines for the remuneration of the Board, theCEO and the executives directly reporting to the CEO, toensure that the basis is fair and reasonable for submission tothe Board and the shareholders’ meeting for approval. TheNomination and Remuneration Committee’s scope andresponsibilities are described in the Nomination andRemuneration Committee Charter.24 Annual Report 2008

The Nomination and Remuneration Committee is comprised of3 committee members as follows :NAMEPOSITION1. Mr. Guy Richelle Chairman of the Nominationand Remuneration Committee2. Mr. Dirk Achiel Marc Beeuwsaert Member3. Mr. Vitthaya Vejjajiva MemberOverall Purpose / Objectives• The role of the Nomination and Remuneration Committeeis to propose to the Board of Directors (“the Board”), in thefirst instance, any new appointments, whether of executiveor of non-executive directors, and recommend a successorto the Chief Executive Officer when considered necessary.The Committee will review Board membership on a regularbasis, considering inter alia the length of service ofmembers, their contribution to the work of the Board andthe breadth of expertise of the Board as a whole.• The Committee is also responsible for recommending tothe Board the remuneration arrangement for non-executiveand independent members of the Board.• In performing its duties, the Committee will maintaineffective working relationships with the Board, and eachCommittee member will obtain an understanding of thedetailed responsibilities of Committee membership asspecified in this Charter under the Corporate GovernancePolicy.• The Committee shall define on behalf of the Board ofDirectors (“the Board”) and the shareholders, Glow’sremuneration policy for the Chief Executive Officer andExecutive Vice Presidents (“senior executives”), and todetermine their specific remuneration, benefits and termsof employment including pension rights and anycompensation payments and to monitor implementation ofGlow’s human resources vision and strategy.Authority• The Board authorises the Nomination and RemunerationCommittee, within the scope of its responsibilities, topropose candidates with proper qualifications to the Board,and make all decisions relevant to this Charter (other thanwhere Board approval is specifically required).• The Board authorises the Nomination and RemunerationCommittee, within the scope of its responsibilities, to makeall decisions relevant to its Charter (other than where Boardapproval is specifically required) and have access toprofessional advice inside and outside Glow at Glow’sexpense, subject to the prior approval of the Board.Roles and ResponsibilitiesNomination• Review and recommend the criteria for Board membershipand required qualifications.Glow Energy Public Company Limited25

• Review the composition, size and experience of the Boardon a regular basis, including current and futurerequirements, having regard in part to regulatory constraints.• Make recommendations to the Board of candidates withproper qualifications for the Board to submit forappointment to the annual general shareholders meeting.• Seek proposals of individuals for appointment asindependent members of the Board.• Ensure that new members to the Board participate in theorientation program for new directors.• Review and recommend to the Board the remunerationarrangements for non-executive and independent membersof the Board, including their responsibilities for Committeeactivities, for subsequent approval by shareholders.• Make recommendations to the Board for the successorto the Chief Executive Officer when considered necessary.• Develop a succession plan for the Chief Executive Officerthat considers both potential internal and externalcandidates.Remuneration• Review Glow’s annual remuneration strategy andrecommend strategy to the Board for endorsement.• Establish guidelines for remuneration on the initialappointment of the CEO and the Executive Vice Presidentsof Glow.• Ensure that a proper system of long and short-termcompensation is in place to provide performance-orientedincentives to management.• Monitor implementation of Glow’s human resources visionand strategy, including management development programsfor senior executives.• Evaluate the Chief Executive Officer’s performance basedon a personal development plan, which incorporates shorttermand long-term objectives together with performancetargets linked to Glow’s strategy. Determine the salary andbenefits annually at the end of each financial year.• Ensure that Glow’s remuneration packages are competitivein view of industry practices, and judge where to positionGlow relative to other similar companies with respect tosalaries and relevant performance of comparable banks.• Provide a remuneration policy and package designed toattract, retain and motivate staff of outstanding ability andof the quality required but, the Committee should avoid,where possible, paying more than is necessary for thispurpose.26 Annual Report 2008

• With respect to early retirements for the Chief ExecutiveOfficer and senior executives, the Committee should avoidrewarding poor performance, while dealing fairly with caseswhere departure is not due to poor performance.• Ensure that succession plans for CEO and EVPs are reviewedperiodically, through assessment of specific senior executivepositions and qualified potential replacements.Salary and Benefits of CEO and EVPs.• Review the salary and benefits of the Chief Executive Officer(CEO) and on the recommendation of the CEO, review thesalaries, and benefits of the Executive Vice Presidents (EVPs)individually, at the end of each financial year.Bonus of CEO and EVPs.• Operate an annual performance related bonus schemefor the Chief Executive Officer and Executive VicePresidents. Approve the objectives and the compensation(which for Executive Vice Presidents is proposed by theCEO). Annual performance bonus should be a percentageof base salary and depend upon the achievement ofindividual performance targets which reflect Glow’sstrategic objectives and the individual’s contribution tosuch objectives. Bonuses should be aligned to give theChief Executive Officer and Executive Vice Presidentsincentives to perform at the highest levels.Share Options issued by Glow• Make recommendations to the Board on executive shareoptions in Glow.Pensions and Life Assurance of CEO and EVPs• Assess reasonableness of pensions and life assurancebenefits for the Chief Executive Officer and EVPs. In general,pensionable salary should not include annual bonuses orthe value of other contingent benefits.Aggregate Salary and bonuses of VP and SVP• Review the aggregate salary, benefit and bonus package ofthe Vice Presidents (VPs) and Senior Vice Presidents (SVPs)of the company with a review of individual package thatexceed the maximum level under the applicable Glowgrading system.Notice Period for Resignation of CEO and EVPs• Establish notice periods for the Chief Executive Officer andEVPs at initial appointment. Notice periods should not beless than 3 months.• Approve the terms and conditions of early retirementsfor the Chief Executive Officer and EVPs.3. ROLES AND RESPONSIBILITIES OF THE BOARD• The Company’s Board of Directors has clearly specified theroles, duties and responsibilities of the directors and themanagement. The Board of Directors has appointed thePresident to be responsible for management of the dailyoperations of the Company. The Board shall approve thevision, mission, strategy, goals, business plan and budget ofthe Company presented to it by the management. Inaddition, the Board of Directors has the internal controlmechanism for supervising, monitoring and evaluating theGlow Energy Public Company Limited27

operational results of the management by using operatingobjectives bases in measuring the operations of themanagement and the employees.• The Board of Directors has set up policies to encouragethe business undertaking for maximum benefits in parallelwith the encouragement of business undertaking withethics. In order to create an organization with standardizedplans and operations and to ensure that all parties will betreated equally and fairly, the Board of Directors hasestablished the Code of Conduct of the directors, themanagement and the employees for their acknowledgement,compliance and adherence in performing the Company’sbusiness missions.• In order to prevent the occurrence of conflicts of interest,the Board of Directors has established the policies andoperating guidelines to prevent directors and employees ofthe Company from exploiting for personal benefits by notallowing the directors and the employees to perform anyrelated transaction, which might cause conflicts of interestof the Company. In cases where it is necessary to performthe related transaction, the Board of Directors has specifiedthat such operation must be in accordance with criteriaspecified by the SET by having the price and conditions as ifit was making the transaction with third parties.Furthermore, the directors or the employees who willbenefit from such transaction shall not be allowed toparticipate in the approval process.• The Company’s Board of Directors has the internal controlsystems in place that cover all aspects such as finance,operations and management so as to be in accordance withthe related laws, rules and regulations. There are also theauditing and balance of power mechanisms which areeffective enough to protect and oversee the shareholders’capital and company’s assets. The delegation of authorityand responsibilities of the management and the employeesis prescribed in an orderly manner.• The Board of Directors has established a risk managementpolicy to cover all activities of the Company. Business risksare assessed twice a year. Also, risks are discussed duringBoard of Directors’ meetings and monthly managementmeetings.4 BOARD MEETINGS• The Board of Directors has at least 4 fixed and confirmedmeetings a year during the months of February, May, Augustand November to consider and approve the quarterlyfinancial statements and extraordinary meetings may bearranged if and when necessary. For each meeting, a clearagenda is specified with correct, complete and adequatesupporting documents submitted to each director at least 7days in advance of the meeting so that the director canhave time to study the information before attending themeeting. Each director can openly discuss and express his/her opinion. The Chairman will collect all comments andsummarize information gathered from the meeting.28 Annual Report 2008

• The Company’s secretariat shall record the minutes of themeeting in writing. Minutes of meeting of the previousmeetings, which have been approved from the Board ofDirectors’ meeting, shall be kept and made available forthe directors and concerned parties to inspect at any time.5 BOARD SELF ASSESSMENT• Every year, the Board will undertake a formal and rigorousannual evaluation of its own performance and that of itscommittees and individual directors.• The Chairman of the Nomination and RemunerationCommittee ensures that every 2 years, the members of theBoard will assess the performance of the Board and itsmember committees as a whole or specifically to theissues, not to any director. Over a period of time, the Boardwill develop a benchmark of its performance year-on-year.• The Chairman of the Nomination and RemunerationCommittee ensures that every 2 years each individual Boardmember is evaluated in its capacity as a member of theBoard or member of one of its committees. Individualevaluation is aimed to show whether each directorcontinues to contribute effectively and to demonstratecommitment to the role (including commitment of time forBoard and committee meetings and any other duties).• The chairman (of the Board) will act on the results of theperformance evaluation by recognizing the strengths andaddressing the weaknesses of the Board and, whereappropriate, proposing new members to be appointed tothe Board or seeking the resignation of directors.• In the annual report, the Board will disclose that theperformance evaluation of the Board, its committees andits individual directors has been conducted. Evaluations willnot be disclosed. The non-executive directors, led by thesenior independent director, should be responsible for theperformance evaluation of the Chairman of the Nominationand Remuneration Committee, taking into account theviews of the executive directors.6 REMUNERATION• The Company has established the Nomination andRemuneration Committee whose main roles are to proposeto the Board of Directors, in the first instance, any newappointments, whether of executive or of non-executivedirectors, and recommend a successor to the ChiefExecutive Officer when considered necessary. TheCommittee will review Board membership on a regularbasis, considering inter alia the length of service ofmembers, their contribution to the work of the Board andthe breadth of expertise of the Board as a whole.• The Committee is also responsible for recommending tothe Board the remuneration arrangement for non-executiveand independent members of the Board. The Committeeshall define on behalf of the Board of Directors and theshareholders, Glow’s remuneration policy for the ChiefExecutive Officer and Executive Vice Presidents and todetermine their specific remuneration, benefits and termsof employment including pension rights and anycompensation payments and to monitor implementation ofGlow’s human resources vision and strategy.7 BOARD AND MANAGEMENT TRAINING• New directors shall be provided with a Directors Package sothat they may perform their duty effectively. They shallalso attend a Directors training within 6 months of takingtheir post.Glow Energy Public Company Limited29

GLOW IS PROUDTO PLAY VITAL PART IN COMMUNITYAND SOCIAL DEVELOPMENTGlow Group has been implementing social development programsin the communities nearby its plants since the start of operationsover 15 years ago.Social partnership and conducting our business in sustainablemanner are part of our culture. We care about the people, thecommunities and the natural environment where we conduct ourbusiness.30 Annual Report 2008

Some of the Corporate Social Responsibility activities weundertook in 2008 were :1. COMMUNITY AND SOCIAL DEVELOPMENTACTIVITIES• Glow Group together with Energy Assistance and the Officeof Her Royal Highness Princess Sirindhorn’s Projectsdeveloped the mini hydropower to produce power in theBan Kong Po Tai, Omkoi District, Chiang Mai. Aftersuccessfully operating the power plant, there is a need tofurther develop an irrigation system which water comefrom mini hydropower plant. This project will make thevillagers there having water for agricultural purpose all yearround. In 2008, Glow continued to support ruraldevelopment projects in collaboration with the Office ofHer Royal Highness Princess Sirindhorn. In particular, theCompany supported both technically and financiallyinstallation of mini hydropower plant for hill tribe village inChiang Mai. This project is continued with study onimmigration project downstream from the mini hydropowerplant. The construction phase will be started in 2009.• The Company has contributed throughout the year to theEnergy funds for the development of the localcommunities near to its power plants.• The Company has worked together with the Quality of Lifeand Environment Development Foundation to help todevelop communities in Map Ta Phut and Ban Chang.• The Company has supported together with ‘Strong RayongFoundation’ projects developing agriculture, industry andtourism in Rayong.• The Company has supported recycling project in Map TaPhut Muslim community.2. EDUCATIONAL ACTIVITIES• Glow, in collaboration with Rayong Province and theIndustrial Estate Authority of Thailand, jointly arranged‘Rayong English Camp 2008’ for students in Map Ta Phutand Ban Chang.• Glow together with Rayong Province, Map Ta PhutMunicipality and the Office of Rayong Education ServiceZone 1 jointly arranged tutoring program for local highschool students preparing for university entranceexamination. The program included pre-entry test andreview of O-Net and A-Net subjects.• Glow granted two scholarships for undergraduate studentsselected from participants to 2007 session of tutoringprogram for university entrance examination.• Glow launched new website “www.glowfamily.in.th” basedcommunication channel between Glow and the youth whoparticipate in various educational projects. It serves toupdate on educational information and other activitiesarranged by Glow Group.Glow Energy Public Company Limited31

• Glow Group also continually contribute to the Childrenand Youth Development Fund in Remote Areas under theOffice of Her Royal Highness Princess Sirindhorn’s Projects.In 2008, Glow Group contributed to the development ofMae Wah Luang School, Tak province in the amount of780,000 Baht for educational development of the hill tribeyouth who live in the remote areas.• Activities to disseminate information on new power plantproject• The Company supported Wat Nong Fab temple’sComputer Learning Center which provides access to use ofcomputers to people from local community, includingstudents, monks and novices.3. HEALTH CARE AND SPORT ACTIVITIES• Glow organized Mobile clinic providing doctors and nursesfrom leading hospital for medical check-up in localcommunities surrounding Map Ta Phut Industrial Estate.• Glow sponsored young boxers from Rayong as well asother local sport events.4. ENVIRONMENTAL ACTIVITIES• The Company arranged together with Takuan-Aow Pradoofishermen a program supporting breeding of aquaticanimals under the project of “Aquatic animal releasing sealives program”.• The Company arranged sea pine planting and monthlybeach cleaning to create the collaboration with thecommunity to clean the beach by picking garbage andwaste from seaside.• The Company donated proper garbage collectionequipment to local communities the greate to enhancethe recognition of the throwing garbage, accuratelyseparating waste and to create the awareness of wastereduction to students and people.32 Annual Report 2008

ENVIRONMENT, HEALTH& SAFETY MANAGEMENTEnvironment, health and safety have been focus of the Companythroughout its 15 years of operation. The emissions from ourplants as well as safety incidents have consistently been betterthan targeted and meeting the applicable regulations.We continuously strive to improve our EHS practices and some ofthe major EHS programs initiated in 2009 were :• The Company linked Continuous Emission MonitoringSystems (CEMS) plants in Rayong with the InformationCenter of Map Ta Phut Industrial Estate Office. TheInformation Center of Department of Industrial Works toprovide on-line information of its emissions to authorities.• Glow SPP3 started testing co-firing of biomass together withcoal targeting to reduced CO 2 emissions.• Glow Energy renewed its ISO14001 certificate.• The Company included safety targets as criteriadetermining the variable bonus of its employees.The EHS management of the Company is carried out in compliancewith Thai regulations, its Environmental Impact Assessmentapprovals and GDF SUEZ Environmental Charter.Glow Energy Public Company Limited33

GHECO-ONEPOWER PLANT PROJECTGHECO-One Company Limited is a joint venture between GlowEnergy Public Company Limited, Thailand’s largest privateproducer of electricity and industrial utilities and Hemaraj Landand Development Public Company Limited, Thailand’s leadingdeveloper of the industrial estates. The JV was formed with theobjective of producing and supplying electricity to ElectricityGenerating Authority of Thailand (EGAT) under the IndependentPower Producers (IPP) program. To obtain approval to developthe new power plant project, and in accordance with newlyintroduce Thai regulations in Map Ta Phut, Glow Group mustreduce NO x and SO 2 emission at Glow’s existing facilities, wherebythe NO x and SO 2 emission of the GHECO-One project may notexceed 80% of the amounts reduced. GHECO-One is utilizinghighly efficient supercritical boiler technology and state-of-the-artemission reduction equipment. The plant will be one of the mostefficient and cleanest coal-fired power plant when commissionedin 2011. Its emission level could comfortably meet existing Thaiand World Bank standards, as well as EU standards which areamong the most stringent in the world.34 Annual Report 2008

ENVIRONMENTALLY – FRIENDLY ELECTRICITY GENERATINGPROCESS1. Imported high-quality Bituminous coal will be transferredfrom the project’s coal receiving harbor by the enclosedconveyor to coal stockyard.2. Coal will be pulverized before injecting into high efficiencyboiler to burn and generate heat energy by using burnersdesigned for optimum combustion and low nitrogen oxideemissions (Low NO x Burner).3. Heat energy will be passed into boiler to make high pressuresteam which will then go to steam turbine to drive generatorand generate electricity.4. Steam that has passed through the steam turbine will becooled using sea water for reuse. The temperature of coolingsea water will be controlled to legal limits before discharginginto the sea. This avoids use of fresh water that can be usedfor agriculture and residential use.5. Hot gas from combustion in boiler will be sent throughemission reduction and control system, comprising SelectiveCatalytic Reduction (SCR) for NO x removal, ElectrostaticPrecipitator (ESP) for dust removal and Flue GasDesulphurization (FGD) for SO 2 removal before emitting theair into atmosphere through 150 meter high stack. Thesesystems make this the cleanest coal fired power plant inThailand and one of the cleanest in the world.6. All coal ash residues from the combustion process will becollected in a silo before transporting to the cement industry/ready mixed concrete industry where it will be recycled.7. GHECO-One Power Plant will be operated at internationalstandards, using high quality coals and state-of-the-artand environmentally friendly technology including the use ofSupercritical Pulverized Coal Boiler Technology (a first forThailand), a high efficiency boiler system that can reduceconsumption of fuel, thus reducing all emission.8. There is continuous environmental monitoring programthroughout the project lifetime. In addition, Glow Group is thefirst private power company in Thailand to install an EmissionDisplay Board which is showing real time emissions comparedto standards, testimony to Glow’s transparency andenvironment care preoccupation.9. The Company can use some parts of its existing utilities andinfrastructures; consequently this will reduce environmentalimpact.BENEFITS FROM THE PROJECT – NATIONAL LEVEL• Cheap electricity tariff (award was based on competitivebidding).• Diversification of fuel risk.• Introduction of a “model” coal-fired plant, one of thecleanest in the world.• Increase competitiveness of Thailand.BENEFITS FROM THE PROJECT – LOCAL AND COMMUNITYLEVEL• Cleaner air due to net NO x and So 2 emission reduction asa result of the expansion.• Generate income to the local community via employmentand taxes.• Contribution to the Surrounding Community DevelopmentFund Project:- During construction period: approximately Baht 33million a year.- During operation: approximately Baht 100 million a yearCommunity Fund Management is comprised of representativesfrom community, qualified experts, representatives fromgovernment sector and power plant operators. The communitywill control the use of the fund. The Fund is primarily for thebenefit of the communities within 5 kilometers from the Map TaPhut industrial estate boundary. The fund may be utilized for thefollowing objectives:• Promote and develop career and life quality for thecommunities.• Support education, local folk and culture.• Support activities regarding health, hygiene and environment.• Support social activities.Glow Energy Public Company Limited35

BOARD OF DIRECTORS *Mr. Esa HeiskanenDirector and Chief Executive OfficerMr. Guy RichelleChairman of the BoardMr. Kovit PoshyanandaIndependent Director andAudit CommitteeMr. Vitthaya VejjajivaIndependent Director andAudit CommitteeRemark : *As of March 23, 200936 Annual Report 2008

Mr. Dirk Achiel Marc BeeuwsaertDirectorMrs. Supapun RuttanapornIndependent Director andAudit CommitteeMr. Guido GeeraertsDirectorMr. Johan De SaegerDirectorMr. Michel J. G. GantoisDirectorMr. Anut ChatikavanijDirectorMr. Pierre Jacques WeulersseDirectorMr. Brendan G. H. WautersDirectorGlow Energy Public Company Limited37

Management TeamMr. Esa HeiskanenChief Executive OfficerMrs. Sriprapha SumruatruampholExecutive Vice President andChief Commercial OfficerMr. Heikki PudasExecutive Vice President – ProjectDevelopment and BusinessMr. Pajongwit PongsivapaiExecutive Vice President andChief Operating OfficerMr. Suthiwong KongsiriExecutive Vice President andChief Financial Officer38 Annual Report 2008

NAMEPOSITION1. Mr. Peter Termote Chief Executive Officer (until 6 October 2008)2. Mr. Esa Heiskanen Chief Executive Officer (since 7 October 2008)3. Mrs. Sriprapha Sumruatruamphol Executive Vice President and Chief Commercial Officer4. Mr. Heikki Pudas Executive Vice President – Project Development and Business5. Mr. Pajongwit Pongsivapai Executive Vice President and Chief Operating Officer6. Mr. Suthiwong Kongsiri Executive Vice President and Chief Financial Officer7. Mr. Svend Erik Jensen Senior Vice President - Construction & EPC Management8. Mr. Kanit Thangpetchr Senior Vice President - Rayong Facilities Management9. Mr. Louis Stephen Holub Senior Vice President – Operations Support Services10. Mr. Michael J. W. Reiff Senior Vice President and Chief Financial Controller11. Mr. Wisit Srinuntawong Senior Vice President – Engineering12. Mr. Narongchai Visutrachai Senior Vice President - Government & Public Affairs13. Mrs. Chamaiporn Soonthorntasanapong Vice President - Legal & Insurance14. Ms. Sirichan Chotchaisathit Vice President - Industrial Sales15. Mr. Prateep Phuthamrugsa Vice President – Supply Chain Management16. Mr. Chin Beng Tong Vice President - Coal & Biomass Management17. Mr. Somchai Klinsuwanmalee Vice President – Public Relations18. Mrs. Mantana Kunakorn Vice President - Human Resources & Administration19. Mr. Renaud Louis Albert Pilleul Vice President - Industrial Customer Relations20. Ms. Suttasinee Pengsupaya Vice President - Accounting21. Mr. Chaiwut Rattanapornsinchai Vice President - Information Technology22. Mr. Thomas J. M. Ranschaert Vice President – Business Quality & Internal Audit23. Mrs. Unchana Kittipiyakul Vice President – Budgeting & Business Controlling24. Dr. Somgiat Dekrajangpetch Vice President – Asset Optimization25. Mr. Nattaphatt Tanboon-ek Vice President - Finance & Investor Relations26. Mr. Akarin Prathuangsit Vice President – Cogeneration Marketing Development27. Mr. Anutarachai Natalang Plant Manager – Glow Energy Site (Phase 1 & 2)28. Mr. Apichart Jamjuntr Plant Manager – Glow SPP2/ SPP3, Glow Energy Site (Phase 3 & 4)29. Mr. Apidech Siriphornoppakhun Plant Manager – Glow SPP1 and Glow Demin Water site30. Mr. Suratchai Bangluang Facility Manager – Glow IPPGlow Energy Public Company Limited39

BUSINESSOVERVIEWWe are one of the largest private electricity generators andproviders of industrial utilities in Thailand. We operate IPP andcogeneration facilities (most of which operate as SPPs underThailand’s SPP program) and our core business is to produce andsupply electricity to EGAT and electricity and steam to industrialcustomers in the MIE Area. We have operated in Thailand since1993 and our five principal production facilities are located inRayong and Chonburi provinces on the industrial eastern seaboardof Thailand. On December 31, 2008, we had a total generatingcapacity of 1,708 MW of electricity and 967 tons per hour ofsteam.40 Annual Report 2008

Electricity generation and sales is the most important componentof our business, accounting for 86.1 percent of our total revenuesin 2008. Generation and sales of steam is also a significant part ofour business, accounting for 12.5 percent of our total revenues in2008. We currently own and operate five principal productionfacilities, four of which generate electricity. Our productionfacilities and their operating characteristics as of December 31,2008, are:• Glow IPP plant, which operates in the Chonburi IndustrialEstate and can generate 713 MW of electricity;• Glow Energy plant, which operates in the MIE and cangenerate 358 MW of electricity, 687 tons per hour of steamand 3,320 cubic meters per hour of processed water;• Glow SPP 1 plant, which operates in the EIE and cangenerate 124 MW of electricity, 90 tons per hour of steamand 70 cubic meters per hour of processed water;• Glow SPP 2 / SPP 3 plant, which operates in the MIE andcan generate 513 MW of electricity, 190 tons per hour ofsteam and 150 cubic meters per hour of processed water;• Glow Demin Water plant, which operates in the EIE and cangenerate 120 cubic meters per hour of processed water.In 2008, we had total revenues of Baht 33,854.0 million and a netprofit of Baht 3,539.4 million. As of December 31, 2008 we hadtotal assets of Baht 70,083.0 million.Glow Energy Public Company Limited41

STRUCTURE OF REVENUESREVENUESWe derive our revenues primarily from sales of electricity to EGAT and sales of electricity, steam and clarified and demineralizedwater to industrial users in the MIE Area. The following table breaks down our revenues by source for the periods indicated:REVENUES2006YEAR ENDED DECEMBER 31,2007 2008(BAHT MILLIONS) (%) (BAHT MILLIONS) (%) (BAHT MILLIONS) (%)Revenues from Sales of Goods andRendering of ServicesElectricitySales to EGAT by IPP 10,705.0 31.5 10,161.8 30.8 10,859.5 32.1Sales to EGAT by SPPs 9,640.6 28.4 9,323.5 28.2 10,337.8 30.5Sales to Industrial Customers 7,877.2 23.2 8,224.8 24.9 7,954.1 23.5Total 28,222.8 83.1 27,710.1 83.9 29,151.4 86.1Steam 4,029.9 11.9 4,219.2 12.8 4,244.7 12.5Processed water 340.4 1.0 336.6 1.0 327.7 1.0Total 32,593.1 96.0 32,265.8 97.7 33,723.8 99.6Other Income 1,398.7 4.0 745.4 2.3 130.2 0.4Total Revenues 33,991.9 100.0 33,011.3 100.0 33,854.0 100.042 Annual Report 2008

BUSINESS STRATEGIES1. OVERVIEWOur vision is to optimize profitability through operationalexcellence and value-creating growth in Thailand andneighboring countries. We have crafted a business strategythat takes into account four perspectives: commercial,operational, financial and human resources. We have balancedour short- and long-term objectives to create a well - definedset of priorities and action plans for our company. For ourexisting operations, this involves enhancements in utilization,efficiency and reliability of the existing units, achieving overallcost reductions, timely completion of construction of newfacilities within budget, optimizing our cost of capital andstrengthening internal reporting systems and procedures. Webelieve that our business strategies will prepare us for growthopportunities with new and/or existing industrial customers aswell as position ourselves favorably for a new round of IPPbidding if and when such opportunities arise. With theassistance of GDF SUEZ S.A., we plan to continue to developa highly motivated and competent Thai management teamand workforce to support these efforts.2. COMMERCIAL PERSPECTIVEFrom a commercial perspective, our focus is on (a) growingour core business, (b) proactively managing our clientrelationships, (c) optimizing fuel costs and securing our fuelsupply, and (d) maintaining and enhancing our localknowledge and relationships.(a) Pursue growth of our core businessWe intend to grow our core business by both increasingour capacity to meet growing industrial demand forelectricity and steam and by positioning ourselves tocompete successfully for opportunities to install newgenerating capacity in Thailand. For example, in 2005,we have completed the first and second stage of GlowEnergy’s capacity expansion in the MIE, allowing us toproduce an additional 77 MW of electricity and 137 tonsper hour of steam. We are now constructing i) a new CFBwith a net capacity of 115 MW and scheduled to begincommercial operation by the end of 2009 and ii) a newgas-fired cogeneration unit of Glow Energy’s capacityexpansion in the MIE (Phase 5) with a net capacity of 382MWeq and scheduled to begin commercial operations bythe end of 2011 for supply to industrial customers.In addition, we have been awarded by the Ministry OfEnergy for new IPPs which EGAT already signed thepurchase agreement with us and we are now constructinga 660 MW coal fired IPP plant with schedule commercialoperations by the end of 2011. We will consider, inaddition to these projects, further opportunities toexpand and strengthen our ability to serve industrialcustomers (See Expansion and Potential section). Weintend to continue to seek opportunities to acquire newhigh-value industrial customers and grow to follow thedemand of our existing customers (both in Thailand andSouth East Asia). In addition, we will focus on maintainingGlow Energy Public Company Limited43

and enhancing our operations, continuing to provide highquality,reliable service, performing our obligations underour EGAT power purchase agreements and strengtheningour institutional relationships within Thailand (includingwith our regulators), all of which, we believe, has put usin a favourable position to bid for new electricity generationprojects in Thailand that may arise in the future.(b) Proactively manage our industrial customerrelationshipsOur industrial customer base is a key component of ourbusiness. Our industrial customers are principally involvedin the petrochemical production process, which reliesupon stable supply of electricity and steam to avoid startupcosts associated with interruption during production.As such, our focus is on strengthening our relationshipswith existing customers, not only by providing them witha reliable supply of electricity and industrial utilities, butby working closely with them to further understand theirneeds and to develop ways in which to further improveour levels of service. We focus on various action plans toimprove customer satisfaction by improving supplyreliability, communication, incident handling and problemsolving and firmly believe that customer satisfaction is thekey to customer retention and acquisition of newcustomers or new contracts from existing customers. Webelieve that our service reliability sets us apart from ourcompetitors and positions us favourably as the electricityand industrial utility supplier of choice in our markets. Wetarget steam customers and high-load electricity customerswho value reliability of supply.(c) Optimize our fuel management by reducing fuelcost and ensuring supply availabilityFuel is our major cost item and our business is exposedto fluctuations in price and availability of fuel (and inparticular coal). We commit significant resources to fuelmanagement and will continue to do so. We seekopportunities to enhance our coal procurementarrangements to reduce our coal and freight costs, whichdirectly affect our profitability. We continue to examineour open positions on fuel costs and, in connection withour ongoing efforts to protect our company from fuelprice fluctuations, we may in the future enter intohedging arrangements from time to time. Our primary fuelsupply arrangements seek to maintain a sufficient supplyof fuel that is critical to our ability to operate ourbusiness and we also seek to maintain prudent levels ofback-up fuel supplies.(d) Maintain and enhance local knowledge andrelationshipsWe have a long-term commitment to Thailand and ourcore business is to generate and supply electricity andsteam to customers in Thailand. We focus on identifyingkey individuals for us to train to lead our company incoming years as well as on strengthening our institutionalrelationships with EGAT, the government and governmentauthorities and our regulators.44 Annual Report 2008

3. OPERATIONAL PERSPECTIVEFrom an operational perspective, our focus is on (a) tomaintain and improve reliability and availability of ourgenerating units, (b) improving our fuel efficiency, (c) reducingour operating costs and (d) effectively managing our projectsunder construction.(a) Maintain and improving reliability and capacityutilizationOur plant capacity utilization can be improved throughcapacity enhancement measures and reducing theamount of unplanned outage or reducing the daysneeded for scheduled maintenance. We continually seekto improve our performance in all areas through variousmeasures, such as condition and performance monitoring,preventive and effective maintenance and reduction offorced outages through root cause analysis and enhancedoperating procedures.(b) Improving fuel efficiencyFuel is a major cost item for us and our fuel efficiencyis an important driver of our profitability. We seekto continually improve our operational efficiency byoptimizing dispatch, critical equipment performancemonitoring, work processes and energy loss monitoringand mitigation.(c) Reduce operational costsWe seek to minimize our operational and maintenancecosts without compromising fulfilling contractual obligationsto supply to customers or reliability of the plants bycreating transparency in the manner and timing at whichthe costs are incurred and by exercising good judgmentwith respect to the need for those expenses. We have afocus on cost management through reliable systems andcontrol procedures. In the future, we hope to be able toenter into a long term parts agreement with the originalequipment manufacturer for supplying gas turbine partsto Glow IPP which would result in cost reductions. Ourrelationship with and technical support from GDF SUEZS.A. and the increase in number of gas turbine unitswithin the group enables us negotiate effectively withsuppliers and to source equipment and parts oncompetitive terms.(d) Execute projects effectivelyWe are, on an ongoing basis, either constructing newpower plants to serve new customers’ demand,implementing projects to enhance performance and/orconstructing distribution lines to our customers. Theseprojects are handled by a dedicated team of employeesin an organized and prudent manner in order to avoiddelay, poor performance and the financial consequencesthereof.Glow Energy Public Company Limited45

4. FINANCIAL PERSPECTIVEMaintain and improve our financial positionOur internal focus on excellence includes financialmanagement. We actively evaluate opportunities to minimizethe weighted average cost of capital by optimizing our capitalstructure while reducing our exposure to financial risks. Weseek to mitigate foreign exchange risk by matching thecurrency of costs and debt service payments with thecurrency of free cash flow. We have a prudent but flexibleinterest rate risk management system which is supported bythe expertise of the GDF SUEZ S.A. finance departments whoassist us in determining the amount and timing of fixing ofinterest rates. We seek to improve our management reportingsystems and procedures by improving the reliability of thesystems and reviewing and documenting the processes. Wecontinue to implement a sustainable program of InternalControl (also referred to as the CODIS or Control DisclosureProgram), which applies to our company as a subsidiaryof GDF SUEZ S.A. The appropriate implementation, withinthe Group, of the methodology developed ensures thecompliance of GDF SUEZ S. A. with the French “Loi de SécuritéFinancière” (“LSF”) and the related French regulatoryauthority (AMF) recommendations and, from 2008, with theEuropean Union regulation (7 th and 8 th European Directives).The aforementioned laws and regulations seek to promotecorporate responsibility, increase public disclosure, andimprove the quality and transparency of financial reportingand auditing. They also make the company executivesexplicitly responsible for establishing, evaluating, and monitoringthe effectiveness of their company’s internal controlstructure. In addition, we will actively monitor our cashbalance, in conjunction with our capital expenditure plans, sothat in the long run, shareholders value is maximized. Forfurther details on the CODIS Program, see the “InternalControl” section.COMPETITIVE STRENGTHSWe believe that our principal competitive strengths are thefollowing:1. CRITICAL SCALE AND RELIABILITY OF OPERATIONSWe believe that we have a critical scale of operations inThailand. Glow IPP has two electrical generators and ourcogeneration facilities have an aggregate of 20 electricalgenerators. This size is critical to our competitiveness sincewe have interconnected our cogeneration facilities to providea reliable supply of electricity and steam to our industrialcustomers. We have a steam network which substantiallyreduces the risk of supply interruption and pressure loss inthe event that any one unit fails. The interconnection of ourfacilities provides us with a number of advantages: we areable to dispatch our lowest-cost generating units and improvethe reliability of our electricity and steam supply to ourcustomers, we have greater flexibility to coordinate androtate maintenance schedules and we are able to providegreater flexibility to our customers in scheduling maintenanceoutages and in supplying peak start-up demand. Overall,these factors have allowed our cogeneration facilities tomaintain high reliability rates as well as to reduce operatingcosts.46 Annual Report 2008

We do not believe that the scale of our cogenerationoperations can be replicated in the near term, which webelieve limits our competitors’ opportunities to grow theirbusiness. The scale of our operations allows us to capitalizeon synergies between our various businesses, includingsystem redundancies, economies of scale, spare partsmanagement, operational expertise, automated systems,procedures, qualified and trained personnel and leveragewith regard to suppliers. Our size and long-term presence alsoallows us to attract a highly motivated and competentworkforce and provides us with key market know-how andcredibility as a long-term player in the Thai energy industry.We operate IPP and cogeneration facilities (most of whichoperate as SPPs under Thailand’s SPP program), giving us amajor presence in two distinct sectors of the Thai electricitysupply market and a diverse business “footprint” in Thailand.In addition, we have full or near-full ownership and soleoperational control of our key assets, which allows us tocontrol strategic business decisions and react quickly and in acoordinated manner to market developments. We believethat these factors, in turn, position us to capture newbusiness in the future.2. STRATEGIC LOCATION AND ASSETSIn addition to a critical scale of operations, we believe thatthe location and concentration of our assets also provides uswith a key competitive advantage. We are the principalprivate electricity supplier in the MIE, which is the largest andmost important industrial estate for petrochemical companiesin Thailand, and one of the largest industrial utilities suppliersin the MIE Area. We operate a centralized utility park that hasallowed us to apply our strategic resources in a focusedmanner to achieve operational strength (including in terms ofsystem redundancies and infrastructure connections) in anefficient and effective manner. Our presence in the MIE Areaprovides us with an established presence and businessinfrastructure in a key area of Thailand and has afforded us anopportunity to develop important business relationships withsome of the largest companies in Thailand. Our facilities arelocated centrally within the MIE and are surrounded byseveral key petrochemical producers. Additionally, we haveinvested in a supply infrastructure that connects our facilitiesto our clients via an underground electrical network and anabove-ground steam pipe network. Industrial activity in theMIE Area is expanding, which we believe will provide us withattractive opportunities for growth. We are able to use ourexisting property and facilities to expand our operations.Glow Energy Public Company Limited47

We operate IPP and cogeneration facilities (most of whichoperate as SPPs under Thailand’s SPP program), giving us amajor presence in two distinct sectors of the Thai electricitysupply market and a diverse business “footprint” in Thailand.Our assets are also diversified in the sense that we (i) operateboth gas- and coal-fired generating units, (ii) sell to industrialcustomers as well as to EGAT, (iii) sell material amounts ofboth electricity and steam and (iv) operate IPP, SPP and non-SPP cogeneration facilities. This diversified portfolio ofproducts, customers and plants gives us a major presence inthe Thai energy supply market.3. ESTABLISHED TRACK RECORD AS A RELIABLESUPPLIER FOCUSING ON CUSTOMER SATISFACTIONWe have operated in Thailand since 1993 and believe that wehave established a reputation as a reliable provider ofelectricity and steam offering a high level of service to ourcustomers. Reliability of supply is particularly important toour industrial customers operating in the petrochemicalsindustry, and we have focused on developing our reliability ofsupply and quality of service in order to differentiate ourselvesfrom our competitors. In the MIE Area, our generating park iscentralized and interconnected and we have a dedicatedtransmission network. Reliability of supply to industrialcustomers is further enhanced through implementation ofcritical redundancies and through underground cabling forelectricity customers. We focus on customer satisfaction as akey driver of customer retention and acquisition. We believethat our track record, particularly with our industrial customersin the MIE Area, has strengthened our reputation and positionsus well to compete successfully going forward to capturefuture growth.Further, in contrast to certain of our competitors, generationand supply of electricity and steam is our core business. Thisallows us to focus our management resources on businessdevelopment and operational excellence and to capitalize onsupport from GDF SUEZ S.A., which is also principally engagedin electricity and industrial utilities production and supply.48 Annual Report 2008

4. RELATIONSHIP WITH GDF SUEZ S.A.We are a subsidiary of GDF SUEZ S.A., a worldwide groupwhose expertise spans most major areas of the globalelectricity and gas industries. This provides us with access tocritical experience and technical know-how and allows us tocapitalize on and benefit from group-wide relationships. Wehave formalized certain aspects of this relationship in asponsor support agreement that Glow Co., Ltd. has signedwith a wholly-owned subsidiary of GDF SUEZ S.A. which,among other things, provides us with access to control,operational and project consulting support from GDF SUEZS.A. We have signed a separate agreement with GDF SUEZ S.A.in which it has agreed not to directly compete with us in theelectricity generation business in Thailand. As GDF SUEZ S.A.’ssole vehicle for investment in the electricity generationbusiness in Thailand, we believe that we will continue tobenefit from this relationship going forward, under the termsof these agreements and otherwise.5. STABILITY OF REVENUES AND CASH FLOWSMost of our sales of electricity and steam are made underlong-term sales contracts with durations of approximately 15years for our industrial customers and between 21 and 25years for sales to EGAT. Most of our current contracts withindustrial customers expire between. 2012 and 2014, whilethe EGAT power purchase agreements expire between 2016and 2025 for our SPPs and in 2028 for Glow IPP. This providesour business, as a whole, an element of stability andpredictability and affords us some level of insulation fromcompetition. In addition, most of our industrial customers arein the petrochemical industry and, due to the nature ofpetrochemical production processes, have relatively high loadfactors and relatively stable levels of demand.HISTORYGlow Energy was incorporated as The Cogeneration PublicCompany Limited in October 1993. SUEZ Tractebel S.A.(currently “GDF SUEZ S.A.”) acquired its initial interest in GlowCo., Ltd in September 1997 and acquired its initial interest inGlow Energy in November 2000 (and subsequently de-listedit). Our company was formed through the combination ofGlow Energy and Glow Co., Ltd. in December 2004. In thereorganization, Glow Energy acquired Glow Co., Ltd. from GDFSUEZ S.A. on a book value basis for a net purchase price ofBaht 7,114.8 million, bringing Glow IPP, Glow SPP 1 and GlowDemin Water into our corporate group. In February 2005, wechanged our name from “Glow SPP Public Company Limited”to “Glow Energy Public Company Limited”.In 2007, we also set up Glow IPP2 Holding, Glow IPP3 andGHECO-One. Glow IPP2 Holding and Glow IPP3 (formerly GlowHemaraj Energy Co., Ltd.) are holding companies whileGHECO-One is an operating company. These companiesprinciple business is developing power generation projects inThailand and certain neighbouring countries under the ThaiIndependent Power Producer Program and future similarprograms for the purchase of power from independent powerproducers by the Electricity Generating Authority of Thailand(“EGAT”) or any successor of EGAT and cogeneration businessto supply industrial customers in certain neighboringcountries. In September 2008, GHECO-One signed a long termpower purchase agreement with EGAT and startedconstruction of a 660 MW coal fired project. Glow Groupowns a 65% share in GHECO-One and Hemaraj Land andDevelopment Plc owns 35%.Glow Energy Public Company Limited49

THE FOLLOWING DIAGRAM SETS OUT OUR CURRENT ORGANIZATIONAL AND OWNERSHIP STRUCTURE :Minority Shareholders30.89%GDF SUEZ S.A.169.11%Glow Energy100%100% 100% 100%100%GlowGlow SPP2Glow SPP3Glow IPP2HoldingGlow IPP3100% 100% 95%65% 35%HemarajGlow SPP1 Glow Demin Water Glow IPP GHECO-One5%Note :(1) GDF SUEZ S.A. holds its interest in Glow Energy through its wholly-owned subsidiary, SUEZ-Tractebel Energy Holdings Cooperative U.A.and GDF SUEZ Energy (Thailand) Co., Ltd.50 Annual Report 2008

THE FOLLOWING TIMELINE SETS OUT KEY STEPS IN GLOW ENERGY’S HISTORY AND DEVELOPMENTOctober 1993: Glow Energy was incorporated under the name “The Cogeneration Public Company Limited”.February 1996 : The Cogeneration Plc. listed its shares on the SET.April 1996: The Cogeneration Plc.’s cogeneration plant began initial commercial operation.March 1999: The Glow SPP 2 / Glow SPP 3 hybrid plant began commercial operation.November 2000 : GDF SUEZ S.A. acquired a 62 percent stake in The Cogeneration from Sithe Pacific Holdings LimitedFebruary / March 2001 : GDF SUEZ S.A. increased its shareholding in The Cogeneration to 99 percent by purchasing Banpu’s sharesand conducting a tender offer for remaining outstanding shares.August 2002: The Cogeneration’s shares were delisted from the SET.May 2003: Change of company name from The Cogeneration Plc. to Glow SPP Plc.December 2004 : Glow SPP acquired 100 percent of Glow Co., Ltd from GDF SUEZ S.A.January 2005: Phase 4 Stage 1 began full commercial operation.February 2005 : Change of company name from Glow SPP Plc. to Glow Energy Plc.April 2005: Glow Energy listed its shares on the SET.December 2005 : Phase 4 Stage 2 became commercially operational.December 2007 : GHECO-One was selected as the preferred bidder for a 660 MW coal fired project in the new round ofIPP bidding.September 2008 : Signed Power Purchase Agreement with EGAT and started Construction of GHECO-One project in October 2008.The following timeline sets out key steps in the history of Glow Co., Ltd. beginning with GDF SUEZ S.A.’s initial investment in Glow Ltd:September 1997 : GDF SUEZ S.A. formed a joint venture with Hemaraj Land and Development Plc. (“Hemaraj”), in whicheach party had a 50 percent interest with respect to Glow Co., Ltd. (formerly H-Power Company Limited).H-Power at the time owned 100 percent of Glow SPP 1 (formerly Industrial Power Company Limited) and51 percent of Glow IPP (formerly Bowin Power Company Limited).February 1998 : Glow SPP 1’s 124 MW cogeneration plant began commercial operation.May 1999: Glow Co., Ltd. acquired the remaining 49 percent interest in Glow IPP from International Generating Co., Ltd.bringing its interest to 100 percent.June 2000: GDF SUEZ S.A. increased its interest in Glow Co., Ltd. to 75 percent.2000-2004 : GDF SUEZ S.A. progressively increased its interest in Glow Co., Ltd. to 100 percent in a series of transactionsthat involved an indirect sale of a five percent interest in Glow IPP to Hemaraj.January 2003: Glow IPP’s 713 MW plant began commercial operation.December 2004 : Glow SPP acquired 100 percent of Glow Co., Ltd’s shares from GDF SUEZ S.A.Although our reorganization has changed our corporate structure, it has not resulted in any significant operational changes. Both GlowEnergy and Glow Co., Ltd were previously owned by our major shareholder, GDF SUEZ S.A., and they and their respective subsidiarieswere managed and operated as a single group of companies. This remains the case after our reorganization. Although our key operatingassets are owned by separate companies within our corporate group, we maintain a single, coordinated management structure for all ofour group companies and assets, which allows us to monitor and coordinate the operations of our production facilities.SUEZ Tractebel Energy, the Selling Shareholder, is itself a subsidiary of GDF SUEZ S.A., an international industrial and services groupwhich provides electricity, gas, water and waste services solutions worldwide. SUEZ Tractebel Energy, which is headquartered inBrussels, Belgium, is a major global energy company, with energy-related businesses throughout North America, South America, Europe,the Middle East and Asia. Our company is part of GDF SUEZ’s Electricity & Gas International (“EGI”) division, one of GDF SUEZ’s fourbusiness lines. EGI develops, builds and operates electricity and gas-related energy facilities throughout North America, Latin America,Southeast Asia and the Middle East, including transportation and distribution of liquefied natural gas.Glow Energy Public Company Limited51

PRODUCTS ANDPRODUCTION FACILITIESOur core business is the generation and supplyof electricity to EGAT and the generation andsupply of electricity and steam, with clarified anddemineralized water as secondary products, toindustrial customers within the MIE and nearbyindustrial estates..PRODUCTS(A) ELECTRICITYWe produce electricity for sale both to EGAT and toindustrial customers. Electricity sold to EGAT, the singlewholesale buyer of electricity in Thailand, is routed intoEGAT’s national transmission system. EGAT sells thiselectricity to PEA and MEA, which distribute it throughtheir respective distribution networks to end usersthroughout Thailand. We own and operate aninterconnected system of supply sources and transmissionlines and the various companies within our legal grouphave entered into contracts to sell electricity toindustrial customers in the MIE Area. While the contractsof Glow Energy, Glow SPP 2 and Glow SPP 3 areprincipally with industrial customers in the MIE, they alsohave other industrial customers elsewhere in the MIEArea. Glow SPP 1 sells to industrial customers in the EIE.We supply the electricity that we sell to our customersthrough dedicated transmission lines. This electricity isused by our industrial customers for a variety ofindustrial purposes, primarily relating to petrochemicaland petrochemical-related manufacturing and productionprocesses.52 Annual Report 2008

(B) STEAMWe supply steam to industrial users in the MIE Area.Glow Energy, Glow SPP 2 and Glow SPP 3 principally sellto industrial customers in the MIE and AIE, while GlowSPP 1 sells to industrial customers in the EIE. The steamthat we sell to our customers, at varying levels ofpressure, is used for a variety of industrial purposes.Because of inherent limitations on the ability totransport steam over long distances, most of our steamcustomers are located within four kilometers of oursteam generating facilities.(C) PROCESSED WATERWe also sell clarified and demineralized water toindustrial users in the MIE Area, which is not a corebusiness line in itself (although the production and saleof demineralized water is Glow Demin’s core business).However, it is complementary to our electricity andsteam generation businesses, and we entered into thebusiness in order to be able to internally generate thewater that we need for our own production purposes.We sell excess processed water that we produce toindustrial customers.Glow Energy Public Company Limited53

PRODUCTION FACILITIESThe following table sets out certain information, including key capacity statistics, relating to our production facilities as of December 31,2008:PRODUCTION CAPACITYPLANT NAME LOCATION ELECTRICITY STEAM(MW) (TONS/HR)PROCESSED WATER(CU.M/HR)COMMERCIALOPERATION DATECLARIFIED DEMINPRODUCTION FACILITIESGlow IPP CIE 713 - - - Jan. 2003Glow Energy Phase 1 MIE - 250 1,110 230 Jul. 1994Glow Energy Phase 2 MIE 281 300 900 280 Apr. 1996Glow Energy Phase 4 MIE 77 137 600 200 Jan. 2005Glow SPP 1 EIE 124 90 - 70 Feb. 1998Glow SPP 2/ SPP 3 MIE 513 190 - 150 Mar. 1999Glow Demin Water EIE - - - 120 Nov. 1999Total 1,708 967 2,610 1,050Source : Glow Energy.Although ownership of our plants rests with separate legal entities within our corporate group, we manage all of them centrallythrough a single, coordinated management structure. This allows us to monitor the operations of our facilities, coordinate theiroperation and implement policy on a group-wide basis.54 Annual Report 2008

(A) GLOW IPP PLANTThe Glow IPP plant is a natural gas-fired combined cycleplant that began commercial operation in January 2003.The plant operates as an independent power producingfacility under Thailand’s IPP program, generating andselling electricity to EGAT. The Glow IPP plant, as ofDecember 31, 2008, had an electricity generatingcapacity of 713 MW.(B) GLOW ENERGY PHASE 1 PLANTThe Glow Energy Phase 1 plant, consisting of a naturalgas-fired “D” type boiler for steam generation and awater production plant, began commercial operation inJuly 1994. It is located in the MIE and is capable ofgenerating 250 tons per hour of steam, 1,110 cubicmeters per hour of clarified water and 230 cubic metersper hour of demineralized water. Because this facilityuses relatively inefficient boilers for steam generation,we do not enter into long-term steam supply contractswith respect to this facility, but rather use it to satisfyshort - term demand, start - up demand and excesscapacity and to strengthen our overall system reliability.We principally sell the processed water generated bythis facility to industrial customers in the MIE.(C) GLOW ENERGY PHASE 2 PLANTThe Glow Energy Phase 2 plant is a combined cyclenatural gas - fired cogeneration plant that begancommercial operation in April 1996. As of December 31,2008, the plant, located in the MIE, had an electricitygenerating capacity of 281 MW and a steam generatingcapacity of 300 tons per hour. Electricity generated bythe Glow Energy plant is sold both to EGAT and toindustrial customers in the MIE and steam is sold toindustrial customers in the MIE. In addition, the GlowEnergy Phase 2 plant also has water treatment facilitiesthat can produce 900 cubic meters per hour of clarifiedwater and 280 cubic meters per hour of demineralizedwater for consumption within the Glow Energy Phase 2plant and for sale to industrial customers in the MIE andnearby industrial estates.(D) GLOW ENERGY PHASE 4 PLANTThe Glow Energy Phase 4 plant is a natural gas - firedcogeneration plant that began commercial operation inJanuary 2005. As of December 31, 2008, the plant,located in the MIE, had an electricity generating capacityof 77 MW, a steam generating capacity of 137 tons perhour, clarified water generating capacity of 600 cubicmeters per hour and demineralized water generatingcapacity of 200 cubic meters per hour. We sell electricity,steam and processed water from the plant to industrialcustomers in the MIE and nearby industrial estates.Glow Energy Public Company Limited55

(E) GLOW SPP 1 PLANTThe Glow SPP 1 plant is a natural gas-fired combinedcycle cogeneration facility that began commercialoperation in February 1998. The plant is located in theEIE and as of December 31, 2008 had an electricitygenerating capacity of 124 MW, a steam generatingcapacity of 90 tons per hour and a demineralized waterproduction capacity of 70 cubic meters per hour. We sellelectricity generated by the Glow SPP 1 plant to EGATand to industrial customers in the EIE. We sell steam andprocessed water from the plant to industrial customersin the EIE and also use this processed water internallyfor steam production and for sale to Glow Demin Water.(F) GLOW SPP 2/ SPP 3 PLANTThe Glow SPP 2/ SPP 3 plant is a hybrid natural gas- andcoal-fired cogeneration facility located in the MIE thatbegan commercial operation in March 1999. Technically,although we consider the plant to be a single generationfacility, the gas-fired generation portion of the facility isowned by Glow SPP 2 and the coal-fired portion isowned by Glow SPP 3. The plant is divided in two parts:(i) two 35 MW gas-fired gas turbine units and two heatrecovery units and (ii) two 222 MW hybrid cogenerationunits, each comprising a steam turbine and coal-firedcirculating fluidized bed boiler. The Glow SPP 2/ GlowSPP 3 plant had, as of December 31 2008, an electricitygenerating capacity of 513 MW, a steam generatingcapacity of 190 tons per hour and a demineralized waterproduction capacity of 150 cubic meters per hour. Wesell electricity generated by the Glow SPP 2/ Glow SPP 3plant to EGAT and to industrial customers in the MIEArea. We also sell steam and processed water from theplant to industrial customers in the MIE and nearbyindustrial estates.(G) GLOW DEMIN WATER PLANTThe Glow demineralized water plant, located in the EIE,began commercial operation in November 1999. Theexpansion of 40 cubic meters per hour of demineralisedwater was completed in 2007. It is capable of producinga total of 120 cubic meters per hour of demineralizedwater. We sell processed water produced by the GlowDemin plant to industrial users in the EIE.56 Annual Report 2008

THE FOLLOWING MAP SHOWS THE LOCATIONS OF OUR HEAD OFFICE ANDOUR PRODUCTION FACILITIES.MyanmerLaosTHAILANDBangkokChonburiRayongGulf of ThailandCambodiaVietnamHead officeGlow IPPGlow EnergyGlow SPP1Glow SPP2/SPP3Glow Demin WaterGlow Energy ExpansionGHECO-OneMalaysiaGlow Energy Public Company Limited57

RISK FACTORSRISKS RELATING TO US AND OUR BUSINESSWE ARE EXPOSED TO FLUCTUATIONS IN FUEL PRICESFuel is our most significant operating cost, accounting for 81.7percent of our total expenses in 2008. Whether and to whatextent we can pass fuel price fluctuations through to ourelectricity and steam customers depends on the specific terms ofour sales agreements.• Under the terms of Glow IPP’s power purchase agreementwith EGAT, which accounted for 32.1 percent of our totalrevenues in 2008, our fuel costs are fully passed through toEGAT at contracted heat rates.• Under the terms of our SPP power purchase agreementswith EGAT relating to our gas-fired facilities, which togetheraccounted for 23.0 percent of our total revenues in 2008,our fuel costs are passed through to EGAT at contractedheat rates.• Under the terms of our SPP power purchase agreementswith EGAT relating to our coal-fired facilities (of which thereare two, in respect of 90 MW contracted capacity each),which together accounted for 7.5 percent of our totalrevenues in 2008, our fuel costs are only partially passedthrough to EGAT as the freight charges relating to ourpurchase of coal, which are an important component offuel costs, are not passed through to EGAT. Overall coalcosts, including freight costs, have increased significantlyover the past two to three years, which has had an adverseeffect on our profit margins.58 Annual Report 2008

• Under the terms of our power supply agreements withindustrial customers, which together accounted for 23.5percent of our total revenues in 2008, we generally sellelectricity at prices that are based on the retail electricitytariff charged by the Provincial Electricity Authority ofThailand (the “PEA”), the electricity distribution utility forthe areas of Thailand in which we operate. Although thePEA tariff is designed to reflect fluctuations in fuel pricesthrough a fuel transfer charge (the “Ft”), it does so byreference to a fuel index maintained by EGAT which is notdesigned to reflect our actual fuel costs and only factors incoal costs (which we also use to generate up to 120 MW ofelectricity that we supply to our industrial customers) to avery limited extent. We are also constructing a 115 MWcoal fired plant to supply power and steam to industrialcustomers with scheduled COD at the end of 2009. Thiswill increase fuel diversification but also coal commodityrisk. In addition, the Ft does not always function asdesigned. See “—We price a portion of our electricity salesby reference to the PEA tariff, which does not reflect ouractual costs and may not be adjusted as designed toreflect fluctuations in, among other things, fuel costs andinflation”.• Under the terms of our steam supply agreements withindustrial customers, which together accounted for 12.5percent of our total revenues in 2008, we sell steam basedon prices that are indexed to fluctuations in the price ofnatural gas, but not coal (which we also use to producethe steam that we sell). In addition, the natural gasindexation in our steam tariffs does not fully reflect ouractual natural gas costs.Because we cannot pass through all of the changes in our fuelcosts to our customers, we are exposed to increases in the pricesof fuel (and in particular coal). If there are material increases inour cost of fuel and we are unable to pass these increasesthrough to our customers, this will directly reduce our profitmargins and could have a material adverse effect on our business,results of operations, financial condition and prospects.WE PRICE A PORTION OF OUR ELECTRICITY SALES BYREFERENCE TO THE PEA TARIFF, WHICH DOES NOTREFLECT OUR ACTUAL COSTS AND MAY NOT BEADJUSTED AS DESIGNED TO REFLECT FLUCTUATIONSIN, AMONG OTHER THINGS, FUEL COSTS AND INFLATIONUnder the terms of our power supply agreements with ourindustrial customers, which together accounted for 23.5 percentof our total revenues in 2008, we generally sell electricity atprices that are based on the retail tariff charged by the PEA (suchprices are typically expressed as a percentage discount to the PEAtariff). The PEA’s tariffs are determined by the Thai governmentand take into account the electricity generation, purchase,transmission and distribution costs of the PEA, the MetropolitanElectricity Authority of Thailand (the “MEA”) and EGAT, the majorelectricity utilities in Thailand. Therefore, the PEA tariff rates, andconsequently the prices at which we sell electricity to ourindustrial customers, do not necessarily reflect our actual costs ofproducing and supplying this electricity.The PEA tariff is designed to reflect fluctuations in fuel prices,inflation, foreign exchange rates and other factors by applicationof the Ft. However, the most significant component of the Ft, thefuel cost component, refers to a general fuel index that does notGlow Energy Public Company Limited59

necessarily reflect our actual fuel costs and only factors in coalcosts, which we use to partially generate up to 120 MW ofelectricity that we supply to our industrial customers, to a verylimited extent. In addition, the Ft does not always function asdesigned. When the Ft adjustment is not applied or not fullyapplied to the PEA tariff in a rising fuel cost environment, it meansthat the prices at which we sell electricity to our customers arenot increased to reflect higher prevailing fuel prices, andconsequently, our profit margins are reduced. For the foregoingreasons, our reliance on the PEA tariff could have a materialadverse effect on our business, results of operations, financialcondition and prospects.WE ARE HIGHLY DEPENDENT ON EGATEGAT is our largest and most important customer and iscommitted to purchasing electricity from us under our EGATpower purchase agreements, which are long-term contracts withdurations from 21 to 25 years. The EGAT power purchaseagreements are material to our business, accounting for 62.6percent of our revenues in 2008. EGAT is the dominant participantin the Thai electricity market. In addition to being the singlewholesale buyer and controlling all of the wholesale transmissionof electricity in Thailand, EGAT is also Thailand’s largest electricitygenerator. A number of our important contracts contain unclearterms which have led to disagreements with EGAT regarding theoperation of our business, as discussed below in “—We have hada number of significant disputes with EGAT in the past” and whichcould result in further disputes in the future. Any materialdisputes or disagreements that we have with EGAT could have amaterial adverse effect on our business, results of operations,financial condition and prospects.WE ARE HIGHLY DEPENDENT ON A SMALL NUMBER OFINDUSTRIAL CUSTOMERS CONCENTRATED IN THEPETROCHEMICALS SECTORIn addition to EGAT, we are also highly dependent on a smallnumber of industrial customers. Our ten largest industrialcustomers (which, for the avoidance of doubt, excludes EGAT)accounted for 28.5 percent of our total revenues in 2008. Adisruption of our relationship with one or more of our industrialcustomers could have a material adverse effect on our business,results of operations, financial condition and prospects. Inaddition, many of our contracts with industrial customers haveterms that are unfavorable to us, which could result in largecontractual claims against us or early termination of thesecontracts. Further, our industrial customers are highly concentratedboth geographically and in terms of industrial classification. Mostof our industrial customers are located in the MIE or elsewherewithin the MIE Area. This exposes us to increased risk of anaccident, natural disaster, infrastructure or other failure orbreakdown disrupting the facilities of the MIE, the other industrialestates in which our industrial customers are located or the MIEArea generally.In addition to their geographic concentration, many of ourindustrial customers are companies operating in petrochemical orpetrochemical-related industries. This exposes them, and indirectlyus, to the performance of the petrochemical sector. Manypetrochemical products are commodities and the petrochemicalindustry is highly competitive. In addition, significant price fluctuationsand business cyclicality are common in many petrochemicalrelatedindustries. These factors may affect our ability toconclude new agreements with these customers or negatively60 Annual Report 2008

affect our demand and load factor, customer creditworthiness,the timing of our customers’ expansions and thereby the termson which we are able to reach any such new agreements andmay, for these reasons or otherwise, have a material adverseeffect on our business, results of operations, financial position andprospects.Despite that, we have successfully extended long term contractswith industrial customers that were due to expire in coming 2 to 3years, we can not assure you that we will be able to retain thosecustomers whose contract are expiring in medium term or findnew customers to replace them on commercially reasonableterms when our sales agreements with them expire. In addition, itis important to our business to maintain minimum levels of steamsales in order to meet applicable generating efficiency requirements(and failure to do so could result in termination of certain of ourEGAT power purchase agreements). If we are unable to retain ourcustomers or to find new customers to replace them oncommercially reasonable terms and along the product lines thatwe require, this could have a material adverse effect on ourbusiness, results of operations, financial position and prospects.WE FACE SIGNIFICANT COMPETITIONWe face significant competition, particularly in respect to oursupply of electricity and steam from our cogeneration facilities toindustrial customers in the MIE Area. Although our customers areparty to long-term agreements with us, we compete with PEA andthe utility business units of both PTT Chemical Public Co., Ltd., amerged company between Thai Olefins Plc (our existing industrialcustomers) and National Petrochemical Plc (which is the owner ofthis utility business) and PTT Utility Company Limited (“PTTUtility”), which are both affiliates of PTT. PTT Utility is a jointventure of PTT with its affiliates PTT Chemical and PTT Aromaticsand Refining that is located in the vicinity of the MIE andgenerates electricity and steam. PTT Chemical utility businessunit, PTT Utility and PEA have certain competitive advantagesover us. PTT Chemical and PTT Utility are affiliated with PTT, theprincipal natural gas supplier in Thailand and, through thisrelationship, with a number of companies in the MIE Area(including many of our important customers). PTT also has anequity interest in a number of our industrial customers (mostsignificantly PTT Chemical (previously known as “Thai OlefinsPlc”) and PTT Aromatics and Refining (previously known as“Aromatics (Thailand) Plc”), sales to which accounted for 11.2percent of our total revenue from electricity sold to industrialcustomers, 27.3 percent of our total revenue from sales of steamand 6.5 percent of our total revenues in 2008. PEA, on the otherhand, does not require its customers to enter into long-termcontracts.According to market information as of December 2008, PTT Utilityis aimed at supporting the future growth of the petrochemicalbusiness of the PTT group of companies, but may also serve theutilities needs of nearby factories in the MIE Area. We believe thatthis project will maintain or increase the level of competition thatwe face for industrial customers, particularly in the followingrespects: (i) certain of our important customers are PTT affiliatesand (ii) certain of our existing customers already do business withPTT and its affiliates. See “Business-Competition” for morediscussion of the competitive risks that we believe PTT Utilityposes to our business.Glow Energy Public Company Limited61

WE ARE SUBJECT TO SIGNIFICANT CONTRACTUAL RISKSUNDER OUR SPP POWER PURCHASE AGREEMENTSEGAT is our largest and most important customer, and sales toEGAT from our SPPs accounted for 30.5 percent of our totalrevenues in 2008 (see “—We are highly dependent on EGAT”).EGAT is the sole purchaser of wholesale electricity in Thailand.Due in part to the foregoing, our SPP power purchase agreementswith EGAT are standard form contracts that we were not given anopportunity to negotiate. This means that these contracts are nottailored to our specific operating circumstances and contain anumber of ambiguous provisions. Certain of the terms of ourexisting SPP power purchase agreements that we believe presentrisks to our business are as follows:• In contrast to our IPP power purchase agreement, our SPPpower purchase agreements only provide for very limitedinstances in which penalties or liquidated damages areEGAT’s principal remedy for our failure to perform ourcontractual obligations. This means that any such failuresby us are more likely to constitute events of default underour SPP power purchase agreements and, upon expirationof relevant cure periods, give EGAT the right to terminatethese agreements;• A power purchase agreement may be terminated beforethe end of its term due to the default of either party andour only remedy may be to bring a claim in arbitration andprove damages;• Although the power purchase agreements do not includeliquidated damages provisions, penalties are imposed inthe form of reduced capacity or energy payments fromEGAT or refunds by us where (i) we supply less than thecontracted capacity, (ii) we provide electricity for less than7,008 hours in a year, (iii) the cogeneration efficiency is lessthan 45 percent or (iv) thermal energy accounts for lessthan 10 percent of our total energy sold;• If a force majeure event affecting EGAT or a governmentalforce majeure event (as defined in the power purchaseagreement) prevents us from supplying electricity to EGAT,EGAT will continue to make its capacity payment (thepayment that is designed to allow us to recover our fixedcosts for constructing and operating the power generatingfacility over the life of the contract) to us for only up to sixmonths. In addition, failure by PTT to deliver gas to us isnot considered to be a governmental force majeure eventfor these purposes, so in the event of a PTT supply failureEGAT will only pay us for capacity actually made availableand energy actually delivered; and• Our SPP power purchase agreements with EGAT containonly a general commitment for both parties to negotiate ingood faith to amend to our contractual arrangement inresponse to any adverse change in law, including changesin environmental standards, which provides us with onlylimited change-in-law protection. This is particularlyrelevant if new laws were to impose more stringentenvironmental conditions on our existing facilities, whichcould require significant opex and capex.These contractual risks could have a material adverse effect onour business, results of operations, financial condition and prospects.WE OPERATE IN A HIGHLY REGULATED INDUSTRY THATIS SUBJECT TO CHANGEThe regulatory framework applicable to electricity generatingcompanies in Thailand has undergone significant structuralchanges in the past and may undergo significant changes in thefuture. In addition, there have been a variety of proposals forreform of the Thai electricity industry in the past which, oncemade, have subsequently been delayed, cancelled, or significantlymodified prior to their implementation.Thailand has been considering deregulation of the electricityindustry for a number of years, including privatization of EGAT,MEA and PEA. EGAT began the process of privatization, but thisprivatization process was cancelled. However, the EGAT powerpurchase agreements for our SPPs do not contain any provisionsdealing with the potential future privatization of EGAT or therestructuring of the electricity sector. We are unable to predictwhat impact deregulation or privatization would have on ourcontractual arrangements and on the electricity sector in Thailandin general. If such deregulation were to have the impact ofabolishing the PEA price, for example, which is the reference pricethat we use to price our electricity sales to industrial customers,we would likely have to attempt to renegotiate the pricingstructure with our industrial customers, which we may not beable to do on reasonable commercial terms or at all.Because we operate a number of SPPs (and our companiesaccount for a material portion of all SPP electricity sold to EGAT),62 Annual Report 2008

which are higher-cost wholesale electricity generators comparedto IPPs and many of EGAT’s generating facilities, we are exposedto regulatory changes that seek to increase generating efficiencyor to penalize high-cost generating facilities. This could take theform of changes in law and many of our key sales contracts donot contain specific mechanisms for compensating us in the eventof adverse changes in law.To facilitate continued reform, the Energy Industry Act waspublished on the 10 th of December 2007. Under such act, a newindependent regulatory body, the Energy Regulatory Commission(“ERC”), has already been established on February 1, 2008 inorder to regulate both the electricity and natural gas supplyindustries and to ensure fair competition. This agency’s keyresponsibilities will include:• Primarily regulating the electricity supply industry and thegas supply industry (GSI);• Regulating tariffs, standards and service quality;• Ensuring competition and preventing abuse of monopolypower;• Protecting consumers and dealing with consumer complaints;• Promote economical and efficient use of energy;• Provide comment on the power development plan, theinvestment plans of the electricity industry, the natural gasprocurement plan and the energy network systemexpansion plan for submisson to the minister.These or other regulatory or structural changes affecting the Thaielectricity industry could require us to significantly change theway that we operate our business and could have a materialadverse effect on our business, results of operations, financialcondition and prospects. Presently, the ERC announced the newregulation for the power industry, which is resulting that theexisting power generators have to apply the generationdistribution and sales licenses.WE HAVE HAD SIGNIFICANT DISPUTES WITH EGAT INTHE PASTEGAT is our largest and most important customer. We have beeninvolved in a number of significant disputes with EGAT in the past,including disputes relating to important components of ourbusiness operations. Most significantly, in 2004, EGAT challengedthe interconnection of our various cogeneration facilities, whichwe believe is central to the reliability and quality of our service,as a violation of our power purchase agreements and challengedthe compliance of our Glow SPP 2 / SPP 3 hybrid plant withapplicable operating efficiency criteria established underThailand’s SPP regulations. Although we have resolved thesedisputes in a satisfactory manner and amended our relevant EGATpower purchase agreements to reflect our agreements with EGAT,we agreed as part of the settlement to make financial concessionsto EGAT (although we do not consider the amounts of theseconcessions to be material). We can not assure you that we willnot become involved in further disputes with EGAT, or that if wedo, we will be able to resolve any such disputes on satisfactoryterms.Glow Energy Public Company Limited63

In the past, we have been involved in discussions with EGATregarding important aspects of our business, including thereference index for coal prices that we are permitted to passthrough to EGAT under our power purchase agreements and thesynchronization of our non-SPP generating units to the EGAT grid.Although we do not characterize these as disputes, we believethat, because of the structure of the Thai electricity supplyindustry and the nature of our power purchase agreements, wewill likely continue to maintain an ongoing dialogue with EGAT toresolve these and similar types of issues in order to continue toclarify certain aspects of our contractual relationship. There is thepotential for disputes to arise in connection with any such issuesor points of discussion. Because EGAT is our most importantcustomer and disputes with EGAT may involve some of our mostimportant contracts, any disputes that we may have with EGAT inthe future may require us to materially change the way in whichwe operate our business and could have a material adverse effecton our business, results of operations, financial condition andprospects.OUR BUSINESS OPERATIONS ARE DEPENDENT ON THEAVAILABILITY OF FUELOur business operation are dependent on the availability of fuel,in particular natural gas and coal. In 2008, purchases of naturalgas accounted for 76.9 percent of our cost of sales and purchasesof coal accounted for 7.0 percent of our total cost of sales.Shortages in natural gas or coal, or an inability of our suppliers toprovide these fuels to us, could prevent some or all of ourfacilities from being able to generate electricity and steam, whichcould prevent us from fulfilling our contractual obligations.We have entered into long-term natural gas supply agreementswith PTT. Because of the structure of the Thai fuel supplyindustry, PTT currently operates as an effective monopoly and isthe only entity that is able to supply us with natural gas to allowus to operate our business. In the event that PTT fails to supplyus with adequate quantities of natural gas under our gas supplyagreements, we could face significant disruptions to our business.Although there is a compensation provision in the gas supplyagreements between our SPPs and PTT which require PTT tocompensate us for its inability to deliver contracted quantities ofnatural gas to us, this compensation only extends to natural gasthat we use to produce electricity to sell to EGAT and not to ourindustrial customers. Most of our gas-fired facilities are designedto be able to run on diesel fuel as an alternative fuel source, butwe could incur significant costs and operating inefficiencies inswitching to and operating by using diesel fuel. Moreover, ourcogeneration facilities may not be able to operate on diesel fuelfor sustained periods of time, as, when operating on diesel fuel,we consume diesel fuel faster than we are able to re-fill ourdiesel fuel storage tanks.There is a risk of natural gas supply disruption resulting fromdefects in or the requirement for maintenance of the pipeline,over which we have no control. The current limitations on thesupply of natural gas to the areas in which we operate, or anydisruption in the supply of natural gas, could have a materialadverse effect on our business, results of operations, financialcondition and prospects.We have entered into a long-term coal supply agreement withBanpu International Limited (“Banpu”) for supply of coal to our64 Annual Report 2008

Glow SPP 3 plant, which is our only coal-fired facility. Our currentpolicy states that we will source approximately 50 - 52 percent ofour coal requirements from Banpu, and approximately 38 - 40percent under medium term contracts with other internationalsupplier(s) and the remainder through spot purchase. Therefore,there is a risk of coal supply disruption resulting from variouscircumstances, including a situation where our long-term coalsupplier could not fulfill its obligations and we could notarrange substitute supply from our medium-term coalsuppliers and/or spot market. In such situation, we also cannot assure that the cost of substitute supply would becommercially competitive.WE ARE HIGHLY DEPENDENT ON PTTAs discussed under “—Our business operations are dependent onthe availability of fuel”, we rely heavily on PTT for the supply ofnatural gas to our operating facilities. Purchases of natural gas,which were almost all purchased from PTT, accounted forapproximately 76.9 percent of our total cost of sales in 2008. Inaddition to being a key supplier, PTT has an equity interest in PTTChem and PTT Utility, two of our principal competitors (asdiscussed above under “—We face significant competition”). PTTalso has an equity interest in a number of our industrialcustomers (most significantly PTT Chemical, previously known asThai Olefins Plc and PTT Aromatics and Refining, previously knownas Aromatics (Thailand) Plc). Sales to these two customersaccounted for 11.2 percent of our total revenue from electricitysold to industrial customers (in MWh), 27.3 percent of our totalrevenue from sales of steam and 6.5 percent of our totalrevenues in 2008. See “—We face significant competition”.If our competitive position with PTT adversely affects its willingnessto, or the terms on which it will, enter into new agreements tosupply natural gas to us, or if our relationship with PTTdeteriorates for any other reason, this could have a materialadverse effect on our business, results of operations, financialcondition and prospects.WE ARE SUBJECT TO SIGNIFICANT CONTRACTUALRISKS UNDER OUR SPP GAS SUPPLY AGREEMENTSWITH PTTPTT is our largest and most important fuel supplier (see “-We arehighly dependent on PTT”). PTT is majority-owned by thegovernment and currently has an effective monopoly with respectto supply of natural gas in Thailand. Due in part to the foregoing,our gas supply agreements with PTT are standard form contractsthat we were not given an opportunity to negotiate. This meansthat, among other things, our gas supply agreements with PTT arenot tailored to our specific operating circumstances and contain anumber of ambiguous provisions. Although the terms of our PTTgas supply agreements vary from each other, certain of the termscontained in at least some of our PTT gas supply agreements thatwe believe present risks to our business are as follows:• A gas supply agreement may be terminated before the endof its term due to the default of either party and our onlyremedy may be to bring a claim in arbitration and provedamages (rather than allowing us to require PTT tocontinue to supply gas to us during resolution of thedispute);• PTT only undertakes to use its “best efforts” to deliver thespecified daily quantity and is not under an absoluteobligation to deliver gas to us;Glow Energy Public Company Limited65

• The terms relating to PTT’s requirement to compensate usif PTT fails to deliver gas meeting contractually-designatedspecifications are unclear and in any case the amount ofany compensation that it would pay to us is capped; and• Non-compliance with any term in a gas supply agreementby either party that is not remedied within 60 days of anotice of default thereof constitutes an event of defaultand enables the non-defaulting party to terminate the gassupply agreement.These contractual risks could have a material adverse effect onour business, results of operations, financial condition andprospects.WE ARE ENGAGING IN NUMBERS OF EXPANSIONPROJECTS, THEREFORE, ARE EXPOSED TO RISKSASSOCIATED WITH COMPLETION OF SUCH PROJECTS.We are currently engaging in 3 major expansion projects; 115 MWcoal-fired cogeneration plant, 660 MW coal-fired IPP plant, and382 MW gas-fired cogeneration plant. The 115 MW coal-firedcogeneration plant is scheduled to start commercial operation bythe end of 2009, and we have contracted to sell all of its capacityto industrial customers. The 660 MW coal-fired plant hasscheduled commercial operation date at November 9, 2011, andwe have entered into Power Purchase Agreement with EGATunder IPP program. The 382 MW gas fired cogeneration plant isscheduled to start commercial operation in 3 rd quarter of 2011,and we have contracted to sell majority, but not all, of itscapacity. We can not ensure that all capacity of the 382 MW gasfired cogeneration facility will be sold before scheduled COD. Thiscould have a material adverse effect on the business, results ofoperation, financial conditions and prospects.,All the projects mentioned are under construction. We can notensure that we would ultimately be able to complete theconstruction of above-mentioned projects within the scheduleand/or within the budget. Also, we can not ensure that we wouldultimately be able to source funding as required for completionof construction of the projects, and that the cost of such fundingwould be on competitive basis. Substantial delay in completionof these projects could have a material adverse effect on thebusiness, results of operation, financial conditions and prospects.ENVIRONMENTAL OPPOSITION TO EXPANDING MAP TAPHUTSome NGO’s, local communities and politicians claim that theindustrial expansion of the petrochemical complex in Map TaPhut is not sustainable from a health and environmental point ofview. Several measures restricting environmental permits havebeen made, including: no new environmental impact assessmentapprovals unless NOx, SO 2 and TSP emissions from existing plantsare reduced by 125% of the emissions of any planned new plant.Our EIA for the 2 new projects – GHECO-One and new cogenerationproject – were approved based on the abovementioned principal.We need to invest and improve our existing facilities to reducethe emission by 125 percent of the amount emitted by the newplants in order to do the expansion project. There could also be66 Annual Report 2008

new more stringent emissions standards applicable in Map TaPhut or Thailand on existing power plants or new power plants.There could also be a decision to develop the petrochemicalbusiness further in a new Southern Seaboard. This could have amaterial adverse effect on the business, results of operation,financial conditions and prospects for future expansions.WE ARE EXPOSED TO FOREIGN EXCHANGE RISKWe are exposed to foreign exchange risk in a number of respects.Many of our operating costs are denominated in US dollars andother currencies. Most of our US dollar-denominated operatingcosts can be serviced by US dollar-linked income. However, wealso purchase parts and equipment for our plants in US dollars,and Glow IPP incurs a significant amount of Swiss francdenominatedcosts relating to maintenance. Moreover, our coaland coal freight costs, although largely denominated in Baht, areUS dollar-based and we can not fully pass the fluctuations inthese costs (including as a result of currency fluctuations) throughto our customers. Further, while our revenues are partially linkedto the US dollar, a significant amount of our indebtedness is Bahtdenominated.We have in the past targeted a substantial degreeof US dollar content or linkage in cash flows (and thus normalizednet earnings) available to distribute to shareholders and, if wecontinue to do so, any appreciation of the Baht compared to theUS dollar would reduce the Baht amount of dividend paymentsto our shareholders. For these reasons, significant fluctuations inexchange rates could have a material adverse effect on ourbusiness, results of operations, financial condition and prospects.OUR INSURANCE COVERAGE MAY NOT ADEQUATELYPROTECT US AGAINST POSSIBLE RISK OF LOSSOur operations are subject to operating and other risks typicallyassociated with electricity generation. Insurance markets arecyclical. As a result, we may at times be unable to obtainappropriate insurance on commercially reasonable terms or at all,which may subject us to potentially significant financial loss uponthe occurrence of a large uninsurable event.We have all-risk and business interruption, third party liability,terrorism and other insurance coverage. Our principal insurancecovers loss arising out of physical loss or damage to our plantsand generating machinery as well as financial loss resultingtherefrom, but contains certain customary exclusions anddeductibles. If we suffer a large uninsured or excluded loss or anyinsured loss suffered by us significantly exceeds our insurancecoverage, our business, financial condition and results ofoperations may be materially adversely affected.Glow Energy Public Company Limited67

68 Annual Report 2008SHAREHOLDING ANDMANAGEMENT STRUCTURE

SHAREHOLDERSThe following table sets out our major shareholders as at December 31, 2008.MAJOR SHAREHOLDERS # SHARES %1. GDF Suez-Energy (Thailand) Co., Ltd. (1) 645,259,773 44.112. Suez-Tractebel Energy Holdings Cooperatieve U.A. (2) 365,716,260 25.003. State Street Bank and Trust company for London 59,496,749 4.074. Nortrust Nominees LTD. 53,430,800 3.655. Social Security Office (2 KorRaNee) 22,468,500 1.546. Littledown Nominees Limited 7 20,223,254 1.387. Chase Nominees Limited 1 19,662,600 1.348. Chase Nominees Limited 32 17,200,100 1.189. Government of Singpore Investment Corporation C 12,914,000 0.8810. American International Assurance company, Limited-APEX 11,787,500 0.8111. State Street Bank and Trust Company 11,096,428 0.7612. Littledown Nominees Limited 9 10,128,900 0.6913. HSBC (Singapore) Nominees Pte Ltd. 9,841,400 0.6714. Chase Nominees Limited 9,058,100 0.6215. Boon Rawd Brewery Co., Ltd. 8,000,000 0.5516. Chase Nomimees Limited 42 7,350,400 0.5017. Others 179,230,271 12.251,462,865,035 100.00Note :(1) Suez-Energy (Thailand) Co., Ltd. has been changed the name of the Company to be “GDF SUEZ Energy (Thailand) Company Limited since31 January 2009(2) Suez-Tractebel Energy Holdings Cooperatieve U.A. and GDF Suez-Energy (Thailand) Co., Ltd. are the wholly owned subsidiary of GDF SUEZ S.A.Glow Energy Public Company Limited69

Glow Energy Public Company LimitedBoard of DirectorsChief Executive OfficerAudit CommitteeExecutive Vice President andChief Financial OfficerSenior Vice President andChief Financial ControllerVice President - AccountingVice President -Information TechnologyVice President - Budgeting andBusiness ControllingVice President -Business Quality & Internal AuditVice President -Finance & Investor RelationsExecutive Vice President andChief Commercial OfficerVice President - CogenerationMarketing & DevelopmentVice President -Industrial SalesVice President -Industrial Customer RelationsVice President -Coal & Biomass ManagementVice President -Human Resources and AdministrationVice President -Legal and Insurance70 Annual Report 2008

Executive Vice President -Project Development and BusinessSenior Vice President -Construction & EPC ManagementSenior Vice President -EngineeringSenior Vice President -Government & Public AffairsVice President - Public RelationsExecutive Vice President andChief Operating OfficerSenior Vice President -Operations Support ServicesSenior Vice President -Rayong Facilities ManagementPlant Manager - Glow SPP1 &Glow Demin Water SitePlant Manager - Glow SPP2,Glow SPP3 & Glow Energy Site(Phase 3 & 4)Plant Manager -Glow Energy Site (Phase 1 & 2)Facility Manager - Glow IPPVice President -Suppy Chain ManagementVice President -Asset OptimizationGlow Energy Public Company Limited 71

The company’s management structure is comprised of the Board of Directors, the Audit Committee, and the Management Team1. BOARD OF DIRECTORSNAMEPOSITION1. Mr. Guy Richelle Chairman of the Board2. Mr. Peter Valere Germain Termote 1 Director and Chief Executive Officer3. Mr. Esa Heiskanen 2 Director and Chief Executive Officer4. Mr. Kovit Poshyananda Independent Director and Audit Committee5. Mr. Vitthaya Vejjajiva Independent Director and Audit Committee6. Mrs. Supapun Ruttanaporn Independent Director and Audit Committee7. Mr. Dirk Achiel Marc Beeuwsaert Director8. Mr. Guido Geeraerts Director9. Mr. Johan De Saeger Director10. Mr. Rajit Nanda 3 Director11. Mr. Michel J. G. Gantois 4 Director12. Mr. Philip De Cnudde 5 Director13. Mr. Pierre Jacques Weulersse 6 Director14. Mr. Anut Chatikavanij Director15. Mr. Brendan G. H. Wauters DirectorMr. Sirote Vichayabhai 7 is the Company secretary.Mr. Natthapatt Tanboon-ek 8 is the Company secretary.Note : 1. Resigned from the company’s director and Chief Executive Officer on 7 October 2008.2. Replaced Mr. Peter Valere Germain Termote in his position as Director and Chief Executive Officer on 7 October 2008.Was an Executive Vice President and Chief Projects Development and IPP Business from 3 March 2005.Was an Executive Vice President Projects Government Affairs from 1 September 2004.3. Resigned from the company’s director on 26 February 2009.4. Replaced Mr. Rajit Nanda as Director on 26 February 2009.5. Resigned from the company’s director on 26 February 2009.6. Replaced Mr. Philip De Cnudde as Director on 26 February 2009.7. Resigned from VP Finance and Investor Relations on 15 July 2008.8. Has been VP Finance and Investor Relations since 20 October 2008.The Board of Directors’ Meeting on 26 February 2009 approved the resignation of Mr. Rajit Nanda and Mr. Philip De Cnudde from the position of Directorof the Company and the appointment of Mr. Michel J. G. Gantois and Mr. Pierre Jacques Weulersse to replace the resigned directors for their remainingterm.72 Annual Report 2008

Authorized DirectorsMr. Anut Chatikavanij or Mr. Dirk Achiel Marc Beeuwsaert or Mr. Guido Geeraerts or Mr. Esa Heiskanen or Mr. Pierre Jacques Weulersse orMr. Brendan G. H. Wauters or Mr. Johan De Saeger or Mr. Guy Richelle or Mr. Michel J. G. Gantois, 2 of these 9 directors to sign jointlyand affixed Company’s seal.Note :The authorized directors of the Company as referred above with signing authority only after obtaining approval from the Annual GeneralMeeting of Shareholders of the Company and completion of the filing process with the Ministry of Commerce.Scope of Authority and Responsibilities of the Board of Directors• The Company’s board of directors must perform its duties in accordance with laws, objectives and articles of association of theCompany as well as in accordance with the resolutions of shareholders’ meetings. The board of directors may empower one ormore directors or any person to act on its behalf.• The board of directors has the power to make decisions and oversee the operations of the Company, except in the followingcases which require approval from the shareholders’ meeting first.• any activity that laws and / or articles of association of the Company has specified that require approval from the shareholders’meeting first.• any undertaking of any related transaction according to the regulations of the Stock Exchange of Thailand.• any acquisition and disposal of the assets according to the regulations of the Stock Exchange of Thailand.• The board of directors has the power to declare payment of interim dividends from time to time if it deems that the Companyhas enough profit to do so.2. MANAGEMENT TEAMThe Management Team is comprised of 30 persons as follows :NAMEPOSITION1. Mr. Peter Valere Germain Termote Chief Executive Officer (until 6 October 2008)2. Mr. Esa Heiskanen Chief Executive Officer (since 7 October 2008)3. Mrs. Sriprapha Sumruatruamphol Executive Vice President and Chief Commercial Officer4. Mr. Heikki Pudas Executive Vice President - Project Development and Business5. Mr. Pajongwit Pongsivapai Executive Vice President and Chief Operating Officer6. Mr. Suthiwong Kongsiri Executive Vice President and Chief Financial Officer7. Mr. Svend Erik Jensen Senior Vice President - Construction & EPC Management8. Mr. Kanit Thangpetchr Senior Vice President - Rayong Facilities Management9. Mr. Louis Stephen Holub Senior Vice President - Operations Support Services10. Mr. Michael W. Reiff Senior Vice President and Chief Financial Controller11. Mr. Wisit Srinuntawong Senior Vice President - Engineering12. Mr. Narongchai Visutrachai Senior Vice President - Government & Public Affairs13. Mrs. Chamaiporn Soonthorntasanapong Vice President - Legal & Insurance14. Ms. Sirichan Chotchaisathit Vice President - Industrial Sales15. Mr. Prateep Phuthamrugsa Vice President - Supply Chain Management16. Mr. Chin Beng Tong Vice President - Coal & Biomass Management17. Mr. Somchai Klinsuwanmalee Vice President - Public Relations18. Mrs. Mantana Kunakorn Vice President - Human Resources & Administration19. Mr. Renaud Louis Albert Pilleul Vice President - Industrial Customer Relations20. Ms. Suttasinee Pengsupaya Vice President - AccountingGlow Energy Public Company Limited73

NAMEPOSITION21. Mr. Chaiwut Rattanapornsinchai Vice President - Information Technology22. Mr. Thomas J.M. Ranschaert Vice President - Business Quality & Internal Audit23. Mrs. Unchana Kittipiyakul Vice President - Budgeting & Business Controlling24. Dr. Somgiat Dekrajangpetch Vice President - Asset Optimization25. Mr. Nattaphatt Tanboon-ek Vice President - Finance & Investor Relations26. Mr. Akarin Prathuangsit Vice President - Cogeneration Marketing and Development27. Mr. Anutarachai Natalang Plant Manager - Glow Energy Site (Phase 1 & 2)28. Mr. Apichart Jamjuntr Plant Manager - Glow SPP2 / SPP3, Glow Energy Site (Phase 3 & 4)29. Mr. Apidech Siriphornoppakhun Plant Manager - Glow SPP1 & Glow Demin Water Site30. Mr. Suratchai Bangluang Facility Manager - Glow IPPScope of Authority and Responsibilities of the CEOThe CEO shall have the authority to perform the normal business operations of the Company except the following matters whichshall be considered and approved by the Board of Directors or recommended to the Shareholders’ Meeting for its approval, as the casemay be :• Authorization of internal power of attorneys;• Amendment of the Company’s Articles of Association;• Merger, split up or any modification of the form of the Company;• Dissolution of the Company;• Increase, decrease or transfer of the registered capital of the Company;• Taking of a lien or any other security on the assets of the Company;• Any material change to the main agreements, i.e. Power Purchase Agreement with EGAT, Gas Supply Agreement with PTT, CoalSupply Agreement with Banpu Minerals Co., Ltd. and EPC Contracts;• Negotiation and execution of documents in relation to the opening of credit facilities with banks, for an amount exceeding theamount mentioned in the daily management powers granted by the Board of Directors to the CEO;• Commencement or discontinuance of any business;• Removal and appointment of CEO;• Approval of long-term strategic plan; and• Approval of annual budget.74 Annual Report 2008

DETAILS OF THE BOARD OF DIRECTORS1. Mr. Guy Richelle (54)Education: Master Degree in Nuclear Engineering, University Liege in Belgium: Master Degree in Business Administration, University of Louvain-la-Neuve in BelgiumSharholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Chairman of the Board and Director / Glow Energy Public Co., Ltd.• Chairman of the Board and Director / Glow Group (Except GHECO-One Co.,Ltd)• Director / GHECO-One Co., Ltd.• Chairman of the Board and Director, Regional Manager/ President & CEO / GDFSUEZ Energy Asia• Chairman of the Board and Director / GDF SUEZ Energy (Thailand)• Director / PTT Natural Gas Distribution Co., Ltd. (PTT NGD)• Director / Huay Ho Power Company (Laos)• Director / Emerald Energy Corporation (Phillippines)• Director / Senoko Power Limited (Singapore)• Director / Senoko Service Pte. Ltd. (Singapore)• Director / Senoko Gas Supply Pte. Ltd. (Singapore)• Director / Senoko Energy Supply Pte. Ltd. (Singapore)• Director / Lion Power Holding Pte. Ltd. (Singapore)• Director / Tractebel Pacific Limited (Hongkong)• Director / SUEZ Energy India Pvt Ltd. (India)• Director / Baymin Enerig AS (Turkey)• Director / Suez-Tractebel S.A. (Dubai)• Director / United Power Company (Oman)• Director / Power Development Company (Oman)• Director / Sohar Power Company (Oman)• Director / Suez-Tractebel Dubai Branch Supervisory Board (Oman)• Director / RLC Power Holding Company Ltd. (United Arab Emirates)• Director / SGA Marafiq Holding WLL (Bahrain)• Director / Ras Girtas Power Company (Qatar)• Director / Jubail Water & Power Company (Saudi Arabia)• Director / Tractebel EGI Middle East (Dubai)2. Mr. Peter Valere Germain Termote (44)Education: Master Degree from Harvard University with full Scholarship (Tuition & COL): Master Degree from University of Paris 1 – Sorbonne with full Scholarship (Tuition & COL): Bachelor Degree in Law (Highest Honors) 1 st of class Award, University of BrusselsSharholding Proportion (Percent) : 223,200 Shares (0.02%)Family Relation with Management : None5 years past experience : 2004 - 2008 (Resigned from the Company on October 2008)• Director and Chief Executive Officer / Glow Energy Public Co., Ltd.• Director and Chief Executive Office / Glow GroupGlow Energy Public Company Limited75

3. Mr. Kovit Poshyananda (73)Education: Honorary Doctorate (Economics), Chulalongkorn University: National Defense College: M.A., Ph.D. from Cornell University: B.A. (Honors) from Cambridge University: NoneSharholding Proportion (Percent)Family Relation with Management : None5 years past experience : Present• Independent Director & Audit Committee / Glow Energy Public Co., Ltd.• Independent Director / Glow Group (Except Glow IPP 3 Co., Ltd &Gheco-One Co., Ltd.)• Chairman of the Board of Director and the Audit Committee / Sansiri Public Co., Ltd.• Director and Chairman of the Audit Committee / Furukawa Metal (Thailand) Co., Ltd.• Director and Chairman of the Audit Committee / Shangri-La Hotel Public Co., Ltd.• Director / Bangkok Bank Public Co., Ltd.• Director / Office of the Council of State• Chairman of the Appellate Committee / Thai Securities and ExchangeCommission (SEC)4. Mr. Vitthaya Vejjajiva (72)Education: Master Degree of Laws, Harvard University, USA: Bachelor Degree of Laws, Gray’s – Inn, England: Role of Chairman Program Class 2/2001, Thai Institute of Directors Association (IOD)Shareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Independent Director & Audit Committee / Glow Energy Public Co., Ltd.• Independent Director / Glow Group (Except Glow IPP 3 Co., Ltd &Gheco-One Co., Ltd.)• President / National Committee United World Colleges• President / K-Line (Thailand) Co., Ltd.• President / Kawasaki-Dowa Co., Ltd.5. Mrs. Supapan Ruttanaporn (67)Education: MBA (Accounting), Michigan State University, USA: Bachelor of Accounting (Second Honor), Chulalongkorn University: Certificate in Director Certification Program (DCP) , Class 15/2002,Thai Institute of Directors Association (IOD)Shareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Independent Director & Audit Committee / Glow Energy Public Co., Ltd.• Independent Director / Glow Group (Except Glow IPP 3 Co., Ltd &Gheco-One Co., Ltd.)• Independent Director & Audit Committee / Delta Electronics (Thailand) Public Co., Ltd.• Member of the Ethic Committee / Federation of Accounting Profession: Past• Chairperson / Thai Accounting Association• Independent Director & Audit Committee / Chiang Mai Frozen Food Public Co.,Ltd.• Member of Department of Accountancy Committee / Faculty of Commerce andAccountancy, Chulalongkorn University76 Annual Report 2008

• Member of the subcommittee on the Automatic Adjustment Mechanism Monitoring/ National Energy Policy Office of Thailand• Member of the Accounting and Finance Specialist Committee / Office of CivilService Commission6. Mr. Dirk Achiel Marc Beeuwsaert (61)Education: General Management Programme Cedep, Fontainebleau: Bachelor Degree in Electrical and Mechanical Engineering, University of GhentShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Director / Glow Energy Public Co., Ltd.• Director / Glow Group (Except Glow IPP 3 Co., Ltd & Gheco-One Co., Ltd.)• Chief Executive Officer / Tractebel Electricity and Gas International• Director / Tractebel Energia (Brazil)• Director / Tractebel Inc. (USA)7. Mr. Guido Geeraerts (55)Education: Master Degree in Organizational Sociology, Gent UniversityShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Director / Glow Energy Co., Ltd.• Director / Glow Group (Except Glow IPP 3 Co., Ltd & Gheco-One Co., Ltd.)• Senior Vice President - Trading and Sales / Electricity and Gas International• Department of Organizational Studies / Electrabel N.V. (Belgium)• Department of Organization and Development / Electrabel N.V. (Belgium)• Director / Tractebel Energy Marketing Inc.• Director / Tractebel Energy Services Inc.• Director / Electrabel Nordic AS8. Mr. Johan De Saeger (42)Education: Commercial Engineering, Catholic University of Leuvein, Belgium: Master Degree in Business Administration, Cornell University, USAShareholding Proportion (Percent) : 57,300 shares (0.00%)Family Relation with Management : None5 years past experience : Present• Director / Glow Energy Public Co., Ltd.• Director / Glow Group• Director / GDF SUEZ Energy Asia Co.,Ltd• Director / GDF SUEZ Energy (Thailand) Co.,Ltd• Director / Senoko Power Limited• Director / Senoko Service Pte. Ltd• Director / Senoko Gas Supply Pte. Ltd• Director / Senoko Energy Supply Pte. Ltd• Director / Lion Power Holding Pte. Ltd• Director / Houay Ho Power Co.,Ltd• Executive Vice President- Head of Business Development Southeast and East Asia,Australia and Southern Africa / GDF SUEZ Energy Southern Africa (PTY) Ltd.: 2002 - 2006• Executive Vice President - Country Manager/ SUEZ Energy InternationalGlow Energy Public Company Limited77

9. Mr. Rajit Nanda (38)Education: Master Degree of Business Administration, Utkal University, India: Bachelor Degree of Commerce, Utkal University, IndiaShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Director / Glow Energy Public Co., Ltd.• Director / Glow Group (Except Glow IPP 3 Co., Ltd)• Chief Executive Officer / SUEZ Energy International Asia, Middle East & Africa• Director / Tractebel Parts & Repairs FZE: 2000-2006• Director / SUEZ Group10. Mr. Philip De Cnudde (48)Education: Master Degree in Electrical Engineering from Ghent University: Operational Management in further Degree from Ghent University: General Management Programme CEDEP at INSEAD, FontainebleauShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Director / Glow Energy Public Co., Ltd.• Director / Glow Group (Except Glow IPP 3 Co., Ltd & Gheco-One Co., Ltd.)• Chief Business Controller / SUEZ Energy International11. Mr. Anut Chatikavanij (42)Education: Bachelor Degree from Lehigh University, Pennsylvania, USA: Certificate in Director Accreditation Program (DAP), Class 38 / 2005, Thai Institute ofDirectors Association (IOD)Shareholding Proportion (Percent) : 415,200 shares (0.03%)Family Relation with Management : Relative of Mrs. Sriprapha Sumruatruamphol (Management)5 years past experience : Present• Director / Glow Energy Public Co., Ltd.• Director / Glow Group (Except Gheco-One Co.,Ltd.)• Director / Leading Edge Golf Co., Ltd.• Director / Hunter Mutual Fund Co., Ltd.• Director / Operation Power Services Co., Ltd.12. Mr. Brendan G.H. Wauters (38)Education: Master Degree in Business Administration, University of Brussels: Commercial Engineering Degree of University of Brussels (VUB): Certificate in Director Accreditation Program (DAP), Class 57/ 2006, Thai Institute ofDirectors Association (IOD)Shareholding Proportion (Percent) : 45,000 shares (0.00%)Family Relation with Management : None5 years past experience : Present• Director / Glow Energy Public Co., Ltd.• Director / Glow Group (Except Glow IPP 3 Co., Ltd & Gheco-One Co., Ltd.)• Chief Financial Officer / Tractebel Asia• Executive Vice President - Strategy / GDF SUEZ Energy MEAA• Executive Director & Vice President - Commercial / Senoko Power Ltd.78 Annual Report 2008

13. Mr. Esa Heiskanen (41)Education: Master Degree in Science (Mechanical Engineering), Helsinki University of Technology,FinlandShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Director and Chief Executive Officer / Glow Energy Public Co., Ltd.• Director and Chief Executive Officer / Glow Group: 2004 - 2008• Executive Vice President and Chief Project Development & IPP Business /Glow Energy Public Co.,Ltd.• Executive Vice President and Chief Project Development & IPP Business /Glow Group: 2001 - 2004• Senior Business Developer / Tractabel Asia, Bangkok Office14. Mr. Pierre Jacques Weulersse (57)Education: Diploma of Engineering from Ecole Polytechnique, FranceShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Director / Glow Energy Public Co., Ltd.• Director / Glow Group (Except Glow IPP 3 Co., Ltd. & GHECO-One Co., Ltd.)• Director / GDF SUEZ Energy (Thailand) Co., Ltd.• Executive Vice President and Head of Strategy & Sustainable Development /GDF SUEZ – GDF SUEZ Energy International: Past• Vice President International Business Development / Gaz de France International Division• Executive Consultancy / Sofregaz15. Mr. Michel J.G. Gantois (42)Education: BSc in Finance and MBA, Katholieke Universiteit LeuvenShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Director / Glow Energy Public Co., Ltd.• Director / Glow Group (Except Glow IPP 3 Co., Ltd)• Director / GDF SUEZ Energy (Thailand) Co., Ltd.• Regional CFO / GDF Suez Middle East, Asia, Africa: 2004• Vice President – Finance / Kelson Energy / Electricity Production• Director / Deloitte Chaina / ConsultingRemark :Glow Group as per mention in this attachment is1) Glow SPP 2 Co., Ltd. 4) Glow SPP 1 Co., Ltd. 7) Glow IPP 2 Holding Co., Ltd.2) Glow SPP 3 Co., Ltd. 5) Glow IPP Co., Ltd. 8) Glow IPP3 Co., Ltd.3) Glow Co., Ltd. 6) Glow Demin Water Co., Ltd. 9) GHECO-One Co., LtdGlow Energy Public Company Limited79

DETAILS OF MANAGEMENT TEAM1. Mr. Peter Valere Germain Termote(See description at the Board of director profile no. 2)2. Mr. Esa Heiskanen(See description at the Board of director profile no. 13)3. Mr. Heikki Pudas (46)Education: M.Sc. Engineering (Energy Economic), Technical University of Lappeenranta, FinlandShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Executive Vice President - Project Development & Business / Glow Energy Public Co., Ltd.• Executive Vice President - Project Development & Business / Glow Group: 2008• Vice President – Project Development / Glow Energy Public Co., Ltd.• Vice President – Project Development / Glow Group: 2005-2006• Director, Innovations and City Marketing / City of Oulu, Finland: 2002-2005• Chairman of Board / Oulu Innovation Ltd., Finland: 1998-2005• General Manager, International O&M, Regional Director South East Asia,Managing Director / Fortum Power & Heat Oy, Finland• General Manager, International O&M, Regional Director South East Asia,Managing Director / Fortum Service Oy, Finland (based in Bangkok)• General Manager, International O&M, Regional Director South East Asia,Managing Director / Fortum Energy Solutions (Thailand) Co., Ltd.4. Mrs. Sriprapha Sumruatruamphol (45)Education: Master of Business Administration, Syracuse University, New York, USA: Bachelor Degree in Science (Chemical Engineering), Michigan Technological University,Michigan, USAShareholding Proportion (Percent) : 30,000 Shares (0.00%)Family Relation with Management : Relative of Mr. Anut Chatikavanij (Director)5 years past experience : Present• Executive Vice President and Chief Commercial Officer / Glow Energy Public Co., Ltd.• Executive Vice President and Chief Commercial Officer / Glow Group• Director / Eastern Fluid Transport Co., Ltd• Vice Chairman and Director / Association of Private Power Producers5. Mr. Pajongwit Pongsivapai (40)Education: Master Degree of Science in Chemical Engineering, Oregon State University, USA: Bachelor Degree in Chemical Engineering, Chulalongkorn UniversityShareholding Proportion (Percent) : 35,500 Shares (0.00%)Family Relation with Management : None5 years past experience : Present• Executive Vice President and Chief Operating Officer / Glow Energy Public Co., Ltd.• Executive Vice President and Chief Operating Officer / Glow Group80 Annual Report 2008

6. Mr. Suthiwong Kongsiri (38)Education: 2006-2007• Deputy Chief Operating Officer and Senior Vice President – Operations /Glow Energy Public Co., Ltd• Deputy Chief Operating Officer and Senior Vice President – Operations /Glow Group: 2003-2004• Operation Director / S.T.P. & I. Public Co., Ltd.: Master Degree in Business Administration, University of North Carolina, Chapel Hill: Bachelor Degree in Finance & Banking, Assumption University, BangkokShareholding Proportion (Percent) : 50,000 Shares (0.00%)Family Relation with Management : None5 years past experience : Present• Chief Financial Officer and Executive Vice President /Glow Energy Public Co., Ltd.• Chief Financial Officer and Executive Vice President / Glow Group: 2003-2004• Senior Vice President and Deputy Chief Financial Officer /Glow Energy Public Co., Ltd.• Senior Vice President and Deputy Chief Financial Officer / Glow Group7. Mr. Svend Erik Jensen (51)Education: Master Degree in Business Administration (MBA), Macquarie Graduate School ofManagement Sydney, Australia: Bachelor Degree in Mechanical Engineering, Technical University of Denmark: NoneShareholding Proportion (Percent)Family Relation with Management : None5 years past experience : Present• Senior Vice President - Construction & EPC Management /Glow Energy Public Co., Ltd.• Senior Vice President - Construction & EPC Management / Glow Group: 2001-2003• Project Manager / Glow Energy Public Co., Ltd.• Project Manager / Glow SPP 3 Co., Ltd.8. Mr. Kanit Thangpetchr (51)Education: Master Degree in Business Administration, Pathumthani University: Senior Electrical Professional Engineer.: Bachelor Degree in Engineering (Electrical), King Mongkut Institute of Technology(Ladkrabang): NoneShareholding Proportion (Percent)Family Relation with Management : None5 years past experience : Present• Senior Vice President - Rayong Facilities Management / Glow Energy Public Co., Ltd.• Senior Vice President - Rayong Facilities Management / Glow Group(Except Glow IPP Co., Ltd.): 2002 - 2006• General Manager of Operations of Rayong Facilities / Glow Group(Except Glow IPP Co., Ltd.)Glow Energy Public Company Limited81

9. Mr. Louis Stephen Holub (47)Education: United States Navy Education Programs, City College of Chicago,Dundalk Community College: American University (Tulane & Arizona State) Degree Accreditation Pending: NoneShareholding Proportion (Percent)Family Relation with Management : None5 years past experience : Present• Senior Vice President - Operations Support Services / Glow Energy Public Co., Ltd.• Senior Vice President - Operations Support Services / Glow Group: 2006-2007• Senior Vice President - Strategic Initiatives / Glow Energy Public Co., Ltd.• Senior Vice President - Strategic Initiatives / Glow Group• Vice President - GIPP Facilities Management / Glow IPP Co.,Ltd.: 2002-2006• Senior Vice President - Rayong Facilities Management / Glow Energy Public Co., Ltd.• Senior Vice President - Rayong Facilities Management / Glow Group (Except GlowIPP Co., Ltd.)10. Mr. Michael W. Reiff (46)Education: Diploma of Industrial Management, (Master Degree), Industrial Academy Stuttgart, GermanyShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Senior Vice President and Chief Financial Controller / Glow Energy Public Co., Ltd.• Senior Vice President and Chief Financial Controller / Glow Group: 2004-2006• Corporate Controller / Johnson Electric, Hong Kong: 2000-2003• Operations Development Manager / The Coca-Cola Co., Ltd.11. Mr. Wisit Srinuntawong (46)Education: Master Degree in Business Administration, Bangkok University: Bachelor Degree in Engineering (Electrical Power), King Mongkut Institute ofTechnology (North Bangkok): NoneShareholding Proportion (Percent)Family Relation with Management : None5 years past experience : Present• Senior Vice President – Engineering / Glow Energy Public Co., Ltd.• Senior Vive President – Engineering / Glow Group: 1999-2004• Vice President – Engineering / Glow Energy Public Co., Ltd.• Vice President – Engineering / Glow Group12. Mr. Narongchai Visutrachai (42)Education: Master Degree in Science (Economics), University of North Texas, USA: Master Degree in Business Administration, Kasetsart University: Bachelor Degree in Political Science (Public Administration), Chulalongkorn University: NoneShareholding Proportion (Percent)Family Relation with Management : None5 years past experience : Present• Senior Vice President – Government & Public Affairs / Glow Energy Public Co., Ltd.• Senior Vice President – Government & Public Affairs / Glow Group82 Annual Report 2008

13. Mrs. Chamaiporn Soothorntasanapong (48)Education: Master Degree in Liberal Art (Thai – English Translation), Ramkamhang University: Bachelor Degree in Liberal Arts (English), Thammasart UniversityShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Legal and Insurance / Glow Energy Public Co., Ltd.• Vice President – Legal and Insurance / Glow Group14. Mr. Anutarachai Nathalang (46)Education: Master of Engineering (Electrical), King Mongkut Institute of Technology (Ladkrabang): Bachelor of Science (Physics), Chiangmai UniversityShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Plant Manager / Glow Energy site (Phase 1 & 2): 1994-2006• Operation Planning Manager / Glow Group15. Ms. Sirichan Chotchaisathit (44)Education: Master Degree in Business Administration, Chulalongkorn University: Bachelor Degree in Liberal Arts, Thammasart UniversityShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Industrial Sales / Glow Energy Public Co., Ltd.• Vice President – Industrial Sales / Glow Group (Except Glow IPP Co., Ltd.)16. Mr. Prateep Puthamrugsa (44)Education: Master Degree in Public Administration, Pathumthani University: Bachelor Degree in Industrial Technology, Srinakarinwirot UniversityShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Supply Chain Management / Glow Energy Public Co., Ltd.• Vice President – Supply Chain Management / Glow Group: 2000-2006• Rayong Administration and Supply Chain Manager / Glow Group(Except Glow IPP Co., Ltd)17. Mr. Chin Beng Tong (43)Education: Bachelor Degree in Science (Electrical Engineering), Kansas State University, USAShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Coal & Biomass Management / Glow Energy Public Co., ltd.• Vice President – Coal & Biomass Management / Glow Group: Past• Lead, Global Market Intelligence & Sourcing Analyst /Shell Eastern Petroleum (Singapore) Pte. Ltd.• Regional Procurement Manager / Holcim Group Support (S) Pte. Ltd.Glow Energy Public Company Limited83

18. Mr. Somchai Klinsuwanmalee (43)Education: Bachelor Degree in Accounting, Chulalongkorn UniversityShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Public Relations / Glow Energy Public Co., ltd.• Vice President – Public Relations / Glow Group: 2003-2008• Vice President – Government & Public Affairs / Glow Energy Public Co., ltd.• Vice President – Government & Public Affairs / Glow Group19. Mrs. Mantana Kunakorn (43)Education: Bachelor Degree in Liberal Arts (Industrial Psychology), Thammasart UniversityShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Human Resources and Administration /Glow Energy Public Co., Ltd.• Vice President – Human Resources and Administration / Glow Group: 2002-2007• Assistant Vice President – Human Resources and Administration /Glow Energy Public Co., Ltd.• Assistant Vice President – Human Resources and Administration / Glow Group20. Mr. Apichart Jamjuntr (43)Education: Bechelor Degree in Engineering (Electronics Engineering), RajamangalaShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Plant Manager / Glow SPP2, Glow SPP3, and Glow Energy Site (Phase 3 & 4): 1995-2006• Operation Manager / Glow SPP2, Glow SPP3 & Glow Energy21. Mr. Renaud Louis Albert Pilleul (42)Education: Bachelor Degree in Process Engineering, Institut National Polytechnique de Grenoble,FranceShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Industrial Customer Relations / Glow Energy Public Co., Ltd.• Vice President – Industrial Customer Relations / Glow Group: 2003-2004• Project Manager – Phase 4 Stage 1 & 2 / Glow Energy Public Co., Ltd.22. Ms. Suttasinee Pengsupaya (41)Education: Master Degree in Science (Accounting), Thammasat University, Bangkok: Bachelor Degree in Accounting, Thammasat University, BangkokShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Accounting / Glow Energy Public Co., Ltd.• Vice President – Accounting / Glow Group84 Annual Report 2008

23. Mr. Chaiwut Rattanapornsinchai (41)Education: Master Degree in Computer Science, Rangsit University: Bachelor Degree in Computer Science, Chandrakasem Teacher CollegeShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Information of Technology / Glow Energy Public Co., Ltd.• Vice President – Information of Technology / Glow Group24. Mr. Suratchai Bangluang (40)Education: MBA General Management, Ramkhamhaeng University.: Bachelor Degree in Electrical Engineering, Mahanakorn University of TechnologyShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Facility Manager / Glow IPP Co., Ltd.: 2006-2007• Plant Manager / Glow SPP 1 Co.,Ltd: 2003-2006• Maintenance Manager / Glow Energy Public Co., Ltd., Glow SPP 2 Co.,Ltd.,Glow SPP 3 Co.,Ltd.25. Mr. Thomas J. M. Ranschaert (39)Education: Master Degree in Business Administration, Vlerick Leuven Gent Management School, Belgium: Master Degree Economics, E.T.E.W. Catholic University of Leuven, BelgiumShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Business Quality and Internal Audit / Glow Energy Public Co., Ltd.• Vice President – Business Quality and Internal Audit / Glow Group: 2005-2008• Consultant Business Quality Management / Glow Energy Public Co., Ltd.• Consultant Business Quality Management / Glow Group: 2000-2005• Management Consultant / Iter Consult BVBA26. Mr. Apidech Siriphornoppakhun (38)Education: Master Of Business Administration, Ramkhamhaeng University: Bachelor Degree in Science (Industrial Technology), Rahaphat Institute ChachoengsaoShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Plant Manager / Glow SPP1 Co., Ltd.: 1997-2007• Operation Manager / Glow SPP1 Co., Ltd.27. Mrs. Unchana Kittipiyakul (37)Education: Master Degree in Business Administration, Kasetsart University: Bachelor Degree in Accounting, Thammasart University.Shareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Budgeting and Business Controlling / Glow Energy Public Co., Ltd.• Vice President – Budgeting and Business Controlling / Glow GroupGlow Energy Public Company Limited85

28. Dr. Somgiat Dekrajangpetch (35)Education: 2003-2006• Assistant Vice President – Budgeting and Business Controlling / Glow Energy Public Co., Ltd• Assistant Vice President – Budgeting and Business Controlling / Glow Group: Doctorate Degree in Electrical Engineering (Electrical Power), Iowa State University, USA: Master Degree in Economics, Iowa State University, USA: Master Degree in Electrical Engineering, Iowa State University, USA: Bachelor Degree in Science - Electrical Engineering, Chulalongkorn University: NoneShareholding Proportion (Percent)Family Relation with Management : None5 years past experience : Present• Vice President – Asset Optimization / Glow Energy Public Co., Ltd.• Vice President – Asset Optimization / Glow Group: 2003-2006• Systems Optimization Manager / Glow Group29. Mr. Nattaphatt Tanboon-ek (34)Education: Master Degree in Finance (Business Administration), University of Baltimore, USA: Bachelor Degree in Engineering, Chulalongkorn UniversityShareholding Proportion (Percent) : NoneFamily Relation with Management : None5 years past experience : Present• Vice President – Finance & Investor Relations / Glow Energy Public Co., Ltd.• Vice President – Finance & Investor Relations / Glow Group: Past• General Manager – Business Development / Somboon Advanced Technology PLC• Vice President – Investment Banking / Trinity Securities Co., Ltd.• Vice President / Trinity Advisory 2001 Co., Ltd.30. Mr. Akarin Prathuangsit (33)Education: Master Degree in Business Administration, Assumption University: Bachelor Degree in Engineering (Industrial Engineering),Sirindhorn International Institute of Technology, Thammasat University: NoneShareholding Proportion (Percent)Family Relation with Management : None5 years past experience : Present• Vice President – Cogeneration Marketing and Development /Glow Energy Public Co., Ltd.• Vice President – Cogeneration Marketing and Development / Glow Group: 2004-2007• Vice President – Marketing and Business Planning / Glow Energy Public Co., Ltd.• Vice President – Marketing and Business Planning / Glow Group: 2003-2004• Assistant Vice President – Marketing and Business Planning /Glow Energy Public Co., Ltd.• Assistant Vice President – Marketing and Business Planning / Glow GroupRemark : Glow Group as per mention in this attachment is1) Glow SPP 2 Co., Ltd. 4) Glow SPP 1 Co., Ltd. 7) Glow IPP 2 Holding Co., Ltd.2) Glow SPP 3 Co., Ltd. 5) Glow IPP Co., Ltd. 8) Glow IPP 3 Co., Ltd.3) Glow Co., Ltd. 6) Glow Demin Water Co., Ltd. 9) GHECO-One Co., Ltd86 Annual Report 2008

INFORMATION OF MANAGEMENT POSITION OF COMPANY, ITS SUBSIDIARY AND ASSOCIATE COMPANY AS OF 31 MARCH 2009Company nameSubsidiariesCompany ManagementGlow Glow Glow Glow Glow Glow Glow Glow Glow GHECO-Energy SPP 2 SPP 3 Co., Ltd. SPP 1 IPP Demin IPP 2 IPP 3 OnePCL Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Water Holding Co., Ltd Co., LtdCo., Ltd. Co.,Ltd.1. Mr. Guy Richelle X X X X X X X X X /2. Mr. PeterTermote 13. Mr. Esa Heiskanen 2 // // // // // // // // // //4. Mr. Kovit Poshyananda / / / / / / / /5. Mr. Vitthaya Vejjajiva / / / / / / / /6. Mrs. Supapun Ruttanaporn / / / / / / / /7. Mr. Dirk Achiel Marc Beeuwsaert / / / / / / / /8. Mr. Guido Geeraerts / / / / / / / /9. Mr. Johan De Saeger / / / / / / / / / /10 . Mr. Rajit Nanda 311. Mr. Michel J. G. Gantois 4 / / / / / / / / /12. Mr. Philip De Cnudde 513. Mr. Pierre Jacques Weulersse 6 / / / / / / / /14. Mr. Anut Chatikavanij / / / / / / / / /15. Mr. Brendan G. H. Wauters / / / / / / / /16. Mr. Heikki Pudas 717. Mrs. Sriprapha Sumruatruamphol18. Mr. Pajongwit Pongsivapai19. Mr. Suthiwong Kongsiri20. Mr. Svend Erik Jensen21. Mr. Kanit Thangpetchr22. Mr. Louis Stephen Holub23. Mr. Michael W. Reiff24. Mr. Wisit Srinuntawong25. Mr. Narongchai Visutrachai26. Mrs. Chamaiporn Soonthorntasanapong27. Mr. Anutarachai Natalang28. Ms. Sirichan Chotchaisathit29. Mr. Prateep Puthamarugsa30. Mr. Chin Beng Tong 831. Mr. Somchai Klinsuwanmalee32. Mrs. Mantana Kunakorn33. Mr. Apichart Jamjuntr34. Mr. Renaud Louis Albert Pilleul35. Ms. Suttasinee Pengsupaya36. Mr. Chaiwut Rattanapornsinchai37. Mr. Suratchai Bangluang38. Mr. Thomas J. M. Ranschaert 939. Mr. Apidech Siriphornoppakhun40. Mrs. Unchana KittipiyakulGlow Energy Public Company Limited87

Company nameSubsidiariesGlow Glow Glow Glow Glow Glow Glow Glow Glow GHECO-Company ManagementEnergy SPP 2 SPP 3 Co., Ltd. SPP 1 IPP Demin IPP 2 IPP 3 OnePCL Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Water Holding Co., Ltd Co., LtdCo., Ltd. Co.,Ltd.41. Dr. Somgiat Dekrajangpetch42. Mr. Sirote Vichayabhai 1043. Mr. Natthapatt Tanboon-Ek 1144. Mr. Akarin Prathuangsit45. Mr. David Richard Nardone /46. Mr. Vivat Jiratikarnsakul /47. Ms. Pattama Horrungruang /48. Mr. Miklos Almasy /Remark/ = Director X = Chairman of the Board // = Chief Executive Officer1. Resigned from the company’s director and Chief Executive Officer on 7 October 2008.2. Replaced Mr. Peter Valere Germain Termote in his position as Director and Chief Executive Officer on 7 October 2008.Was an Executive Vice President and Chief Projects Development and IPP Business from 3 March 2005.Was an Executive Vice President and Chief Projects Government Affairs from 1 September 2004.3. Resigned from the company’s director on 26 February 2009.4. Replaced Mr. Rajit Nanda as Director on 26 February 2009.5. Resigned from the company’s director on 26 February 2009.6. Replaced Mr. Philip De Cnudde as Director on 26 February 2009.7. Has been EVP Project Development and Business since 16 January 2009.8. Has been VP Coal and Biomass Management since 8 July 2008.9. Has been VP Business Quality and Internal Audit since 1 July 2008.10. Resigned from VP Finance and Investor Relations on 15 July 2008.11. Has been VP Finance and Investor Relations since 20 October 2008.The Board of Directors’ Meeting on 26 February 2009 approved the resignation of Mr. Rajit Nanda and Mr. Philip De Cnudde from the position of Directorof the Company and the appointment of Mr. Michel J. G. Gantois and Mr. Pierre Jacques Weulersse to replace the resigned directors for their remainingterm. The authorized directors of the Company with signing authority only after obtaining approval from the Annual General Meeting of Shareholders ofthe Company and completion of the filing process with the Ministry of Commerce.SELECTION OF DIRECTORS AND MANAGEMENT TEAMSELECTION OF DIRECTORSThe Company has set up the Nomination and Remuneration Committee whose roles include, amongst others:• the recommendations to the Board of candidates with proper qualifications for the Board to submit for appointment to theannual general shareholders meeting.• Seek proposals of individuals for appointment as independent members of the Board.At the meeting of the Shareholders, the following rules and procedures with regards to the voting of directors shall apply:88 Annual Report 2008

• each shareholder shall have one vote for each share he or she (or it) holds;• each shareholder shall exercise all the votes he or she (or it) holds to elect one or several person(s) to be directors (if anyshareholder wishes to vote for several candidates, the votes held by such shareholders shall be equally allotted between allsuch candidates); and• the candidates receiving the most votes, in descending order, shall be elected directors of the Company until all of the directors’positions are filled.In the event of a vacancy of a director’s position for reasons other than by retirement in due course, the Board of Directors shall, by amajority vote of not less than three-fourths of the remaining directors, elect a suitably qualified person, who does not possesscharacteristics that are prohibited under Section 68 of the Public Company Limited Act B.E. 2535.SELECTION OF MANAGEMENT TEAMThe Nomination and Remuneration Committee shall also make recommendations to the Board for the successor to the Chief ExecutiveOfficer when considered necessary as well as to develop a succession plan for the Chief Executive Officer that considers both potentialinternal and external candidates. The Board of Directors of the Company shall select the management teams by taking intoconsideration experiences, knowledge and skills for management according to the related position selected. For more details on thescope and responsibilities of the Nomination and Remuneration Committee, please refer to Good Corporate Governance, Topic“Nomination and Remuneration Committee.”REMUNERATIONSREMUNERATIONS OF THE BOARD OF DIRECTORSIn the Annual General Meeting of Shareholders held on 30 April 2008, a resolution passed concerning the remuneration for chairmanand other Non-Executive members of the Board of Directors base on remuneration for directors and senior management for listedcompanies in the year 2006 as follows:(Baht)FIXED REMUNERATION(PER YEAR)MEETING ALLOWANCE(PER MEETING)Chairman 350,000 80,000Non-Executive members 350,000 80,000During the 2008 fiscal year, the total remuneration paid to 11 directors was 3,850,000 Baht and total Meeting allowance was 6,005,000Baht.Glow Energy Public Company Limited89

REMUNERATIONS FOR THE COMMITTEES• In the Annual General Meeting of Shareholders held on 30 April 2008, a resolution passed concerning the remuneration for AuditCommittee Membersbase on remuneration for director and senior management for listed comprises in the year 2006• The Board of Directors passed a resolution to remunerate members of the Nomination and Remuneration Committee on thebasis of annual fixed fee and Meeting allowance as follows:(Baht)ANNUAL FIXED FEE(PER YEAR)MEETING ALLOWANCE(PER MEETING)The Audit CommitteeChairman - 36,100Members - 30,600The Nomination and Remuneration CommitteeChairman 40,000 25,000Members 29,000 18,000REMUNERATION OF THE MANAGEMENT TEAMThe total remuneration received from the Company by the 30 person management team during the 2007 fiscal year comprised salaryand other remuneration such as bonuses and provident fund, totaling 138,892,100 Baht.HUMAN RESOURCE MANAGEMENTAs of 31 December 2008, total number of employees was 490 persons.COMPANYEMPLOYEEHEAD OFFICE PLANTS TOTALGlow Energy Plc. - 78 78Glow Co., Ltd. 120 143 263Glow IPP Co., Ltd. - 39 39Glow SPP 1 Co., Ltd. - 33 33Glow SPP 2 Co., Ltd. - 54 54Glow SPP 3 Co., Ltd. - 23 23Glow Demin Water Co., Ltd (1) - - -Total 120 370 490Remark : (1) Company indicated no employee, receives supports from Glow Co., Ltd.EMPLOYEES REMUNERATIONAs of 31 December 2008, the total remuneration paid to employees amounted to 403,282,905.01 Baht including salaries, bonuses andprovident funds.THE COMPANY AND ITS SUBSIDIARIES’ POLICY FOR EMPLOYEESGlow believes that our people are the foundation of our success. We employ 490 people in Thailand, at Head Office in Bangkok andPower plants in Rayong and Chonburi.90 Annual Report 2008

Our employees enjoy a working environment that encourages commitment, teamwork and innovation. This philosophy is supported bythe strength of our leadership, our high technical standards and our passion for safety.We work in a safe and satisfying environment. We commit ourselves to being a world class operator of power generation and cogenerationfacilities and to conducting this core business with full attention to Environmental, Health and Safety concerns that affectour employees, clients and the community.We create value for our shareholders and customers through the commitment and knowledge of our employees. We seek toimplement best practices through human resource information systems and HR policies, and standardized procedures. We focus onemployee training and development and strengthening our employees’ ability to enhance organization capability. Our majorshareholder provides support and guidance in developing best practices for our company. We seek to attract and retain qualifiedprofessionals who can adhere to the Glow culture, which is based on communication, commitment, adaptability, social partnership andsustainable business relations.We support our people to realize their full potential by offering challenging work, project assignment, on-the-job development, formaltraining and education. We also offer our employees highly competitive remuneration packages, including an attractive range ofbenefits.Our success comes from our people. We work in a safe and satisfying environment. We choose to treat each other with trust andrespect and maintain a healthy balance between work and family life. Our operational excellence, teamwork and ability to deliverproduct reliability and availability of our generating units are our most valued and rewarding strengths.DIVIDEND POLICYDividends may be declared by Glow Energy’s board of directors subject to, in the case of annual dividends, the approval of ourshareholders at any annual general meeting. Our declaration of interim dividends does not require shareholder approval. The currentpolicy of our board of directors is to recommend to our shareholders to distribute annual dividends in the amount of not less than 50percent of our net income for each year, normalized by excluding unrealized foreign exchange gains and losses and after deduction ofall specified reserves, subject to our investment plans and other considerations that our board of directors deems appropriate.Under the Public Company Limited Act (PLCA), we may not make any distribution of dividends other than out of our net income. Inaddition, no dividends can be paid if our retained earnings are not positive, even if we record net income for the current year. Underthe PLCA, we are required to set aside as a legal reserve an amount equal to 5 percent of our annual net income until our total legalreserve is not less than 10 percent of our registered capital, which may reduce the amount of net income available for our payment ofdividends. As at December 31, 2008, our registered capital was Baht 14,828.7 million and our legal reserve was Baht 1,253.9 million, or8.4 percent of our registered capital as at that date. Our total consolidated retained earnings (company only) as at December 31, 2008were Baht 4,079.8 million.At present, the Subsidiary of the Company has no specific policy for distribution of dividend. The Board of Directors of each Subsidiarymay consider and recommend to the Shareholders’ Meeting of each subsidiary for consideration and approval of the distribution of thedividends.Glow Energy Public Company Limited91

INTERNAL CONTROLThe Glow Audit Committee consists of 3 members who are also member of the Company’s Board of Directors. The Company’s InternalAudit function, reporting to the Audit Committee and the Glow management, performs internal audits in cooperation with GDF SUEZEnergy International internal audit (“GSEI IA”).In 2008, the Audit Committee assessed the adequacy of the internal control systems of the Company in order to ensure theeffectiveness of all operational and financial controls. The Audit Committee concluded that the Company has adequate andappropriate internal control systems in place, taking into account the current business environment and characteristics. In addition, theCompany’s auditors also commented that there were no material deficiencies in the internal control of the Company in accordancewith the generally accepted accounting principles.THE ORGANIZATION AND THE ENVIRONMENT• The organizational structure in place allows the Company’s management team to operate objectively and efficiently by clearlyspecifying the roles and duties of each person.• During the past years, the Company has done big efforts to further improve the internal control framework.• Comprehensive policies and procedures have been established for all the significant business processes. Every employee has tocomply with these policies and procedures within his/her responsibility.• A Glow Code of Conduct has been implemented and the GDF SUEZ Ethics Charter has been communicated to all employees ofthe Company.• Glow Internal Audit formally reports its activities and the internal audit findings to the Company management and to the AuditCommittee, at least four times a year.• The Company is also subject to GDF SUEZ Energy International Group internal audit (“GSEI IA”). GSEI IA and the Company’sInternal Audit function work closely together and the latter is responsible to coordinate and follow-up the implementation of allaudit recommendations.• The Company’s CEO commits, by signing an annual attestation letter, to set up an internal control system within his scope ofresponsibility. This is based on the monitoring program and the evaluations of conditions under which internal control isperformed. These evaluations are carried out using self-assessment questionnaires on the general control environment (COSO).RISK MANAGEMENT MEASUREMENT• Business risks which might have an impact on the business to achieve its objectives are formally assessed twice a year, taking intoconsideration the present and future risks and covering strategic, financial, operational and compliance risks.• The impact and likelihood of each risk and its risk factors are identified and assessed.• Risk responses and measurements are developed to reduce risks, and these risks are continuously monitored.• Risks are discussed during Board of Directors’ meetings and monthly management meetings.OPERATION CONTROLS OF THE MANAGEMENT• An Internal and External Power Of Attorney (“POA”) have been established and communicated to all employees of theCompany. Both documents are updated when required and are approved by the Board of Directors. The POA clearly specifiesthe authorization limits for capital and operational spending per function.• For other transactions with major shareholders, directors, management, staff or others persons related to those parties, theCompany has established a strict guideline to prevent any conflict of interest, by taking into consideration the optimization of theCompany’s value to its shareholders and other stakeholders. In addition, all related party transactions should be done on anarms-length basis, the same basis applicable to third parties transactions.INFORMATION AND COMMUNICATION SYSTEMS• Important and reliable business and financial information is available for the Company’s directors to assist them in decision92 Annual Report 2008

making.• The Company does continuous efforts to improve the information and communication systems, such as the implementation ofthe company’s reporting tool.• The Company’s directors receive an invitation and agenda together with all the relevant supporting documentation to theagenda. The proposed agenda, together with information on possible impact towards the Company as well as all otherinformation that is required for consideration purposes, is distributed before the meeting within the minimum period of timeprescribed by law. Moreover, the minutes of meeting of the Board of Directors contain all necessary details so that theshareholders can inspect the appropriateness of the operations of the Company’s Board.• The Company maintains and retains all documentation that is used in recording of accounting transactions as well as all otherrelevant supporting documentation in an organized manner and in compliance with laws regulating the documentation retentionperiod.• The Company applies accounting policies in accordance with Thai Accounting Standards (“TAS”) and other internationalGenerally Accepted Accounting Principles, where appropriate, and which are applicable and aligned with the characteristics ofthe Company’s business.MONITORING SYSTEM• Glow Internal Audit reports all material internal control deficiencies to Glow management and to the Audit Committee. The AuditCommittee evaluates the deficiencies and assesses the adequacy of the remediation plans in place and reports on such findingsto the Company’s Board of Directors for their notification within a reasonable period of time.• The Company’s directors monitored and compared the operational performance of the Company, as well as those ofmanagement against agreed objectives, key performance indicators and budgets.• The Company’s internal control systems are audited on a continuous basis.• Each year, the Company agrees on an Internal Audit Plan based on identified high risk areas to be included in the internal audit’s planning.LSF – FRENCH LAW ON INTERNAL CONTROLS• Since several years, principles of corporate governance and the internal control requirements have been undergoing a deepreform. In September 2003, the SUEZ Group launched the Control Disclosure Program (“CODIS”) in response to the increasingregulatory pressure for internal control and disclosure requirements, such as the French Law on Internal Controls (LSF). Beyondmere compliance, the Program was seen as an opportunity to add value by reinforcing the financial reporting processes as wellas the system of internal control within the Group.• For Glow Group, Glow Energy, Glow SPP3 and Glow IPP were identified in the scope of the CODIS program.• The CODIS program required a significant effort from Glow Group, especially during the last four years. All processes and relatedinternal controls with a potential relevant impact on the financial statements have been documented and the internal controlshave been assessed by the Business Process Owners both on design effectiveness (completeness of documentation of thecontrols) and operating effectiveness (effective execution of the internal control). This self-assessment reinforces ownership andresponsibility. It guarantees the ongoing operational effectiveness of the internal control system and its adaptation to changesrequiring so. Among the documented processes are accounting management, asset management, sales management,procurement management, operations management, corporate governance and IT management.• The Business Process Owners are assisted by an Internal Control Coordinator (ICC). The ICC ensures the implementation of theCodis program within the company, and prepares the information supporting the signing of the internal control attestation by theCEO and CFO of the company.• A selection of the most critical internal controls (Key Controls) has been extensively tested by Glow Internal Audit as well as bythe External Auditor. These tests included assessment of design effectiveness and operating effectiveness. The assessmentcontributes to the improvement of the internal control system by suggesting action plans linked to deficiencies identified.• For all deficiencies identified during these tests, Glow management has developed the necessary remediation plans. Theimplementation of the remediation actions has been closely monitored and has been subjected to ongoing testing to ensureeffective implementation.• On January 31 st 2009, the Chief Executive Office (“CEO”) and Chief Financial Officer (“CFO”) of the Company have signed-off theGlow CODIS Attestation for the Accounting Year 2008 to GSEI management.Glow Energy Public Company Limited93

RELATED PARTY TRANSACTIONSDETAIL OF RELATED PARTYTRANSACTIONSThe Company has business transactions with its subsidiaries,associated companies and related companies as details disclosedin the note to the financial statements No. 22.In addition, the Company and its six subsidiaries, comprising ofGlow Co., Ltd., Glow SPP 1 Co., Ltd., Glow SPP 2 Co., Ltd., GlowSPP 3 Co., Ltd., Glow IPP Co., Ltd., and Glow Demin WaterCo., Ltd. (“Glow Group”) jointly entered into Support ServicesAgreement and Engineering Services Agreement on May 3, 2005with SUEZ-Tractebel S.A. (“SUEZ”), whereby, SUEZ shall provideconsulting services in respect of engineering, operational, financialand auditing system, investment, project finance, insurance, etc.The service fee is based on reference market rate and shall be inEuro currency. The service agreements will be determined in thehourly rate depend on the type of services. The term of theagreements is 5 years from the execution date, automaticallyrenewed for successive one-year term unless termination isnotified by either party. Nevertheless, the agreements shall beterminated on the date that SUEZ holds directly or indirectly lessthan 25% of the shares of Glow Group.94 Annual Report 2008

NECESSITY AND REASONABLENESSOF THE RELATED TRANSACTIONSThe related transactions of the Company and the person whomight have conflict of interest for the past year have been doneby taking into consideration the maximum benefit of theCompany, and the Audit Committee has considered and agreedthat such transactions were normal course of the business andthere was no benefit transfer between the Company and theperson who might have the conflict of interest. In addition, pricefixing, fee rate and interest rate of the transactions all were inaccordance with general trade conditions. Price fixing wascomparable to market price and competitive mechanism or wasthe reasonable price and did not have condition that differedfrom making transactions with other third parties.APPROVAL PROCEDURES OF THE RELATEDTRANSACTIONSSince the related transactions of the Company were in accordancewith the normal course of business operations, just like the purchase,sales and/or services provided to the other unrelated business,the approval procedures are in accordance with the regulations ofthe Company, the subsidiaries, the associated companies and therelated companies. In addition, for the consideration of the relatedtransactions between the Company and the persons who mighthave conflict of interest and are a shareholder or the managementof such company, such shareholder or such management shall nottake part in the approval process.POLICY AND TREND OF THE RELATEDTRANSACTION IN THE FUTUREThe Company anticipates that there will be related transactionsincurred in the future because the related transactions of theCompany have been done in accordance with the normalbusiness of the Company and the Company has the policy tooperate such related transactions for the maximize benefit of theCompany. For the related transactions in the future, the Companyshall comply with the laws concerning securities and stockexchange and the regulations, announcements, orders orrequirements of the Stock Exchange of Thailand as well as tocomply with the requirements concerning the disclosure of therelated transactions and the acquisition and disposal of thematerial assets of the Company including compliance with theaccounting standard specified by the Accountants and theCertified Public Auditors Association of Thailand and Federation ofAccounting Professional.However, if there is a related transaction of the Company with aperson who might have conflict of interest or the stakeholders orwho might have conflict of interest in the future, the Companyshall appoint the Audit Committee to give opinion on necessityand reasonableness of such transaction and the appropriatenessof price fixing of other items so as to be in accordance with thegeneral market price and with the conditions that is not differentfrom other third parties or at prime cost. In addition, theCompany shall disclose the related transactions in the note tothe financial statements, which has been audited by the auditorsof the Company.Auditor’s remuneration for the period of January 1, 2008 - December 31, 2008 consists of :-(Unit : Baht)THE COMPANY SUBSIDIARIESAudit fee 1,899,270.00 5,248,938.50Non-audit fee- Review of Financial ratio 249,422.00 -- Review of Package 1,098,061.00 453,372.00- Professional fee for the additional scope of work 201,100.00 100,000.00- Other - -Glow Energy Public Company Limited95

MANAGEMENT‘S DISCUSSIONAND ANALYSISOVERVIEWGlow Energy Public Company Limited and its subsidiaries are oneof the largest private electricity generators and providers ofindustrial utilities in Thailand. We operate IPP and cogenerationfacilities (most of which operate as SPPs under Thailand’s SPPprogram) and our core business is to produce and supplyelectricity to EGAT and electricity and steam to industrialcustomers in the MIE Area . As of December 31, 2008, we had atotal generating capacity of 1,708 MW of electricity and 967 tonsper hour of steam.We recorded total revenues of Baht 33,854.0 million in 2008, a 2.6percent increase from Baht 33,011.3 million in 2007. Our normalizednet profit (net profit excluding unrealized exchange gains/losses),which is the basis used to determine our dividend distribution,was Baht 3,784.4 million in 2008, a 12.3 percent decrease fromBaht 4,313.7 million in 2007. As of December 31, 2008, we hadtotal assets of Baht 70,083.0 million and total liabilities of Baht39,884.9 million.96 Annual Report 2008

REVENUESWe derive our revenues primarily from sales of electricity to EGAT and sales of electricity, steam and clarified and demineralized waterto industrial users in the MIE Area. The following table breaks down our revenues by source for the periods indicated:YEAR TO DATE ENDED DECEMBER 31,2008 2007 DIFFERENCE(BAHT MILLIONS) (%) (BAHT MILLIONS) (%) (BAHT MILLIONS) (%)Revenues from Sales of Goods andRendering of ServicesElectricitySales to EGAT by IPP 10,859.5 32.1 10,161.8 30.8 697.7 6.9Sales to EGAT by SPPs 10,337.8 30.5 9,323.5 28.2 1,014.3 10.9Sales to Industrial Customers 7,954.1 23.5 8,224.8 24.9 (270.7) (3.3)Total 29,151.4 86.1 27,710.1 83.9 1,441.3 5.2Steam 4,244.7 12.5 4,219.2 12.8 25.5 0.6Processed water 327.7 1.0 336.6 1.0 (8.9) (2.7)Total 33,723.8 99.6 32,265.8 97.7 1,457.9 4.5Other Income 130.2 0.4 745.4 2.3 (615.2) (82.5)Total Revenues 33,854.0 100.0 33,011.3 100.0 842.7 2.6Our revenues are in part driven by the volumes of electricity and industrial utilities that we produce and sell to our industrial customersin MIE Area. The following table sets out our volumes of electricity and industrial utilities sold for the periods indicated:Glow Energy Public Company Limited97

VOLUMES SOLDYEAR TO DATE ENDED DECEMBER 31,2008 2007 DIFFERENCE (%)Electricity dispatch (GWh)To EGAT by IPP 5,054 5,175 (121.6) (2.4)To EGAT by SPPs 3,879 3,950 (70.7) (1.8)To Industrial Customers 3,193 3,323 (129.9) (3.9)Total 12,126 12,448 (322.2) (2.6)Steam (thousands of tons) 5,372 5,697 (324.5) (5.7)Processed water (thousands of cubic meters) 10,798 11,262 (464.3) (4.1)REVENUES FROM SALES OF GOODSELECTRICITY SALES TO EGATWe sell electricity to EGAT under our EGAT power purchaseagreements. We are currently party to one IPP power purchaseagreement, in respect of 713 MW of electricity and a total of 8SPP power purchase agreements, in respect of an aggregate of 590MW of electricity.ELECTRICITY SALES TO INDUSTRIAL CUSTOMERSWe sell electricity to our industrial customers under our powersupply agreements. As of December 31, 2008, we were party to atotal of 35 power supply agreements with 27 industrial customersin respect of an aggregate of 448 MW of electricity.STEAM SALESWe sell steam to our industrial customers under our steam supplyagreements. As of December 31, 2008, we were party to a total of23 steam supply agreements with 17 industrial customers inrespect of an aggregate of 738 tons per hour of steam.PROCESSED WATER SALESWe sell clarified water and demineralized water to our industrialcustomers under our water supply agreements. As of December31, 2008, we were party to a total of 13 water supply agreementswith 9 customers in respect of an aggregate of 1,549 cubic metersper hour of water.98 Annual Report 2008

EXPENSESOur expenses consist of cost of sales of goods and selling and administrative expenses. The following table sets out the differentcomponents of our expenses by their amount and as a percentage of our total expenses for the periods indicated:YEAR TO DATE ENDED DECEMBER 31,2008 2007 DIFFERENCE(BAHT MILLIONS) (%) (BAHT MILLIONS) (%) (BAHT MILLIONS) (%)Cost of Sales of GoodsFuelNatural Gas 21,816.8 74.7 19,967.9 74.6 1,849.0 9.3Coal 1,988.0 6.8 1,396.7 5.2 591.2 42.3Diesel 63.9 0.2 27.0 0.1 36.9 136.7Maintenance 841.1 2.9 786.1 2.9 55.0 7.0Depreciation/Amortization 2,418.6 8.3 2,925.3 10.9 (506.7) (17.3)Other 1,233.3 4.2 1,161.7 4.3 71.7 6.2Total Cost of Sales of Goods 28,361.8 97.1 26,264.7 98.1 2,097.1 8.0Selling and Adminstrative ExpensesDepreciation/Amortization 25.7 0.1 25.5 0.1 0.2 0.9Financial Expenses 58.4 0.2 81.4 0.3 (23.0) (28.3)General Expenses 515.2 1.8 410.8 1.5 104.4 25.4Total Selling and Administrative Expenses 599.3 2.1 517.7 1.9 81.6 15.8Exchange Loss 247.5 0.9 0 0 247.5 0Total Expenses 29,208.6 100.0 26,782.4 100.0 2,426.2 9.1Glow Energy Public Company Limited99

The following table shows a breakdown of our costs for Glow IPP, on one hand, and for our cogeneration facilities, on the other:IPP AND COGENERATION FACILITIES COST OF SALES OF GOODS BREAKDOWN (1)YEAR TO DATE ENDED DECEMBER 31,2008 2007 DIFFERENCE(BAHT MILLIONS) (%) (BAHT MILLIONS) (%) (BAHT MILLIONS) (%)Glow IPPNatural Gas 7,878.9 88.1 7,213.6 83.8 665.3 9.2Coal - - - - - -Diesel 60.4 0.7 17.4 0.2 43.0 247.7Maintenance 79.4 0.9 84.3 1.0 (4.9) (5.8)Depreciation/Amortization 749.3 8.4 1,109.1 12.9 (359.8) (32.4)Others 176.0 2.0 180.6 2.1 (4.6) (2.6)Total Cost of Sales 8,944.0 100.0 8,604.9 100.0 339.1 3.9Cogeneration FacilitiesNatural Gas 13,938.0 71.8 12,754.3 72.2 1,183.6 9.3Coal 1,988.0 10.2 1,396.7 7.9 591.2 42.3Diesel 3.5 0.0 9.6 0.1 (6.1) (63.2)Maintenance 761.7 3.9 701.8 4.0 59.9 8.5Depreciation/Amortization 1,669.3 8.6 1,816.3 10.3 (147.0) (8.1)Others 1,057.3 5.5 981.0 5.6 76.3 7.8Total Cost of Sales 19,417.8 100.0 17,659.8 100.0 1,758.0 10.0Note : (1) The data presented herein as the cost of sales of our cogeneration facilities is our consolidated financial results less the results of Glow IPP.In fact, certain of these amounts are attributable to portions of our business, which are not technically our cogeneration facilities, although theseamounts represent only a small portion thereof.100 Annual Report 2008

COST OF SALES OF GOODSFUELThe principal fuels that we use to generate electricity and steam are natural gas and coal. Purchases of natural gas constitute our singlelargest operating expense, accounting for 74.7 percent of our total expenses in 2008.The following table sets out our average gas (1) costs for the periods indicated:YEAR TO DATE ENDED DECEMBER 31,2008 2007 Difference(Bt/mmBTU) (Bt/mmBTU) (Bt/mmBTU) (%)Average costTo Glow IPP 225.89 202.00 23.9 11.8To Cogeneration facilities (2) 233.49 208.13 25.4 12.2Note: (1) These are not our actual gas prices, but are derived by taking our total natural gas expenses and dividing by total fuel consumption of the facilities forthe periods presented.(2) This is a “blended” rate, reflecting principally prices paid to PTT (i) by our cogeneration facilities for gas used to supply electricity to EGAT and industrialcustomers, (ii) for gas used to fire boilers to generate steam for industrial customers. Each of the prices set out in (i) and (ii) are different. We alsopurchase small amounts of tail gas from another Thai supplier, which prices are separate and are also factored into the foregoing rates.Purchases of coal accounted for 6.8 percent of our total expenses in 2008.The following table sets out average coal costs for the periods indicated:YEAR TO DATE ENDED DECEMBER 31,2008 2007 DIFFERENCE($/TON) ($/TON) ($/TON) (%)Reference coal price @ 6,700 kcal/kg (1) 82.15 48.21 33.94 70.4Freight costs (2) 11.97 11.28 0.69 6.1Note : (1) These are not our actual coal prices, which are subject to various adjustments under the terms of our coal supply contracts, but a benchmark providedto illustrate the general movements in coal prices over the periods presented.(2) These reflect our actual freight and insurance costs.The key determinants of our fuel expenses are the amounts of electricity and steam produced by our facilities and the efficiency withwhich we are able to generate such products.Glow Energy Public Company Limited101

The following table sets out the energy production levels and heat rates (1) of our facilities for the periods indicated:YEAR TO DATE ENDED DECEMBER 31,2008 2007Glow IPPEquivalent energy production (GWh) 5,054 5,175Fuel consumption (mmBTU, HHV) 34,988,891 35,742,561Heat rate (BTU/kWhe, HHV) 6,923 6,906Cogeneration facilitiesAllocated energy production (GWh equivalent) (2)Gas-fired cogeneration facilities 6,743 6,950Coal-fired cogeneration facility 1,599 1,693Fuel consumption (mmBTU, HHV)Gas-fired cogeneration facilities 59,678,372 61,201,856Coal-fired cogeneration Facility 16,482,388 17,185,749Allocated heat rates (BTU/kWhe, HHV)Gas-fired cogeneration facilities 8,850 8,806Coal-fired cogeneration Facility (3) 10,355 10,202Notes: (1) We present an “allocated” heat rate, which is a deemed heat rate for our cogeneration facilities that we derive by dividing the total fuel energyconsumption of such facilities over a specified period of time by the energy produced during such period. This is not a straightforward exercise,particularly with respect of our Glow SPP 2 / SPP 3 hybrid facility, where, for purposes of such calculation, we are required to “allocate” the amountof energy produced using steam and the amount of energy used producing gas. We make this allocation on the basis of the contribution of eachenergy source to total energy input, which involves subjective judgments and the use of simplifying assumptions.(2) Includes production of electricity and steam. For these purposes, steam has been converted into MW at a deemed equivalent electrical energy value.(3) CFB start-up gas is charged to the coal heat rates for purposes of the figures presented in this table.MAINTENANCE EXPENSESThe following table sets forth a breakdown of our maintenance costs for the periods indicated:YEAR TO DATE ENDED DECEMBER 31,2008 2007 DIFFERENCE(BAHT MILLIONS) (BAHT MILLIONS) (BAHT MILLIONS) (%)Glow IPP 79.4 84.3 (4.9) (5.8)Cogeneration facilities 761.7 701.8 59.9 8.5102 Annual Report 2008

RESULTS OF OPERATIONSYEAR 2008 COMPARED TO YEAR 2007REVENUESRevenues from sales of goods and the rendering of services wasBaht 33,854.0 million in 2008, a 2.6 per cent increase from Baht33,011.3 million in 2007. The increase is attributable to thefollowing factors:• Sales of electricity to EGAT by Glow IPP, under IPP scheme,amounted to Baht 10,859.5 million in 2008, a 6.9 per centincrease from Baht 10,161.8 million in 2007. This increasewas principally caused by higher energy payment as aresult of the higher fuel costs in 2008 despite a lowercapacity payment from EGAT as a result of a loweravailability due to inspection and maintenance outage in2008.• Sales of electricity to EGAT by our cogeneration facilities,under SPP scheme, amounted to Baht 10,337.8 million in2008, a 10.9 per cent increase from Baht 9,323.5 million in2007. This increase was principally caused by higher energypayment, as a result of the higher fuel costs in 2008,despite a lower capacity payment from EGAT, as a result ofa lower availability due to forced outage of our coal-firedunit in the 4 th quarter of 2008.• Sales of electricity to industrial customers by our cogenerationfacilities amounted to Baht 7,954.1 million in 2008, a 3.3percent decrease from Baht 8,224.8 million in 2007. Thedecrease was principally caused by weakening demand ofindustrial customers in the 4 th quarter of 2008. The electricitysales volume decreased by 3.9% in 2008.• Sales of steam to industrial customers by our cogenerationfacilities amounted to Baht 4,244.7 million in 2008, a 0.6percent increase from Baht 4,219.2 million in 2007. Thisincrease was principally caused by higher unit price soldwhich is primarily reflected the higher fuel costs, despitethe decrease in steam sales volume by 5.7% in 2008, dueto weakening demand of industrial customers in the 4 thquarter of 2008.• Sales of other products and services by our cogenerationfacilities amounted to Baht 327.7 million in 2008, a 2.7percent decrease from Baht 336.6 million in 2007. Thisdecrease was due to a lower selling volume of processedwater.Our other income consists mostly of revenue from net exchangegains, interest income and others.In 2008, there was no net exchange gain, whereas there was a netexchange gain of Baht 533.2 million in the same period of 2007.This exchange gain and loss is derived mainly from the US dollardenominated debt in Glow IPP, which is being served by the USdollar linked revenue from sales of electricity to EGAT.We recognized interest income of Baht 101.7 million in 2008, adecrease of Baht 21.0 million from Baht 122.7 million in 2007. Theinterest income was principally attributable to interest earned oncash held in the form of deposits, instruments and in reserveaccounts under our project financing agreements.Glow Energy Public Company Limited103

Others income in 2008 amounted to Baht 28.5 million, andconsisted principally of revaluation of spare parts. Others in theyear 2007 amounted to Baht 89.5 million, and consisted principallyof proceeds from sales of unused spare parts remaining from theprevious Long Term Service Agreement.As a result of the foregoing, total revenues in 2008 amounted toBaht 33,854.0 million, a 2.6 percent increase from Baht 33,011.3million in 2007.EXPENSESCost of sales of goods was Baht 28,361.8 million in 2008, a 8.0 percent increase from Baht 26,264.7 million in 2007, which increase isattributable to the following factors:GLOW IPP• Glow IPP’s cost of natural gas was Baht 7,878.9 million in2008, a 9.2 percent increase from Baht 7,213.6 million inthe year 2007. This increase was principally because ofaverage effective cost of natural gas, which increase forapproximately 11.8% comparing to that of year 2007.• Glow IPP’s cost of diesel was Baht 60.4 million in 2008,compared to Baht 17.4 million in 2007. This increase wasprimarily due to higher diesel dispatch by EGAT comparedto the previous year.• Glow IPP’s maintenance costs were Baht 79.4 million in2008, compared to Baht 84.3 million in 2007• Glow IPP’s depreciation and amortization costs were Baht749.3 million in 2008, a 32.4 percent decrease from Baht1,109.1 million in 2007. The decrease was primarily due tothe shift of maintenance schedule from the third quarter tothe fourth quarter• Glow IPP’s other costs of sales of goods were Baht 176.0million in 2008, a 2.6 percent decrease from Baht 180.6million in 2007. Glow IPP’s other costs of sales of goodsconsist mainly of water, chemicals, and general overheadcosts, where overhead costs decreased slightly year onyear.COGENERATION FACILITIES• Our cogeneration facilities’ cost of natural gas was Baht13,938.0 million in 2008, a 9.3 percent increase from Baht12,754.3 million in 2007. This increase was principallybecause of average effective cost of natural gas, whichincrease for approximately 12.2% comparing to that of year2007.• Our cogeneration facilities’ cost of coal was Baht 1,988.0million in 2008, a 42.3 percent increase from Baht 1,396.7million in 2007. The increase was principally because of theincrease in average coal cost, despite the decrease inconsumed volume, stronger Thai Baht, and usage ofbiomass. The reference coal price is increase by 70.4%,from 48.2 USD / ton to 82.2 USD / ton, while freight costincrease only 6.1%. The coal consumption, included biomassmix, is decrease by 4.1%, due to forced outage of our coalfiredunit in the 4 th quarter of 2008.• Our cogeneration facilities’ maintenance costs were Baht761.7 million in 2008, a 8.5 percent increase from Baht701.8 million in 2007, mainly due to the A and Binspections at Cogeneration facilities.• Our cogeneration facilities’ depreciation and amortizationcosts were Baht 1,669.3 million in 2008, a 8.1 percentdecrease from Baht 1,816.3 million in 2007.• Our cogeneration facilities’ other costs of sales of goodswere Baht 1,057.3 million in 2008, a 7.8 percent increasefrom Baht 981.0 million in 2007.Selling and administrative expenses in 2008 amounted to Baht599.3 million, a 15.8 percent increase from Baht 517.7 million in2007. This was attributable to the following factors:• Depreciation and amortization amounted to Baht 25.7million in 2008, a 1.0 percent increase from Baht 25.5million in 2007.• Financial expenses amounted to Baht 58.4 million in 2008,a 28.3 percent decrease from Baht 81.4 million in 2007.This decrease can be mainly attributed to lower guaranteefee under the Glow IPP loan and lower financial fee undercogeneration business.• General selling and administrative expenses amounted toBaht 515.2 million in 2008, a 25.4 percent increase fromBaht 410.8 million in 2007 mainly due to loss from sales offixed assets under Glow SPP3 (write-off of water reservoirsfacility and warehouse).104 Annual Report 2008

There was a net exchange loss in 2008 amounting to Baht 247.5million, whereas there was no net exchange loss in the sameperiod 2007. This exchange loss is derived mainly from the USdollar denominated debt in Glow IPP, which is being served bythe US dollar linked revenue from sales of electricity to EGAT.As a result of the foregoing, our total expenses in the 2008 wereBaht 29,208.6 million, a 9.1 percent increase from Baht 26,782.4million in 2007.PROFIT BEFORE INTEREST EXPENSES AND INCOME TAXAs a result of the foregoing, our profit before interest expensesand income tax in 2008 was Baht 4,645.4 million, a 25.4 percentdecrease from Baht 6,228.9 million in 2007.INTEREST EXPENSESOur interest expenses in 2008 were Baht 796.1 million, a decreaseof 28.5 per cent from Baht 1,112.6 million in 2007. This decreasewas principally attributable to the reduction of average interestcost and lower net outstanding debt at Glow IPP and interest raterestructuring in Glow Energy. Despite the higher net outstandingdebt at Glow cogeneration business, the decrease was principallydue to interest capitalization to the asset.PROFIT AFTER TAXAs a result of the foregoing, our profit after tax in 2008 amountedto Baht 3,613.5 million, a 25.3 per cent decrease from Baht4,839.7 million in 2007.NET PROFIT OF MINORITY INTERESTNet profit of minority interest in 2008 was Baht 74.1 million fromBaht 57.0 million in 2007. This increase was principally due to thehigher net income of Glow IPP compared to 2007 (which is thecompany representing most of the minority interest in our groupcompanies).NET PROFITAs a result of the foregoing, our net profit in 2008 was Baht3,539.4 million, a 26.0 per cent decrease from Baht 4,782.8 millionin 2007.NORMALIZED NET PROFITIn 2008, our normalized net profit, which is net income excludingBaht 245.0 unrealized foreign exchange loss, was Baht 3,784.4million, a 12.3 per cent decrease from Baht 4,313.7 million in2007. This normalized net profit is the basis used to determineour dividend distribution.INCOME TAX EXPENSESOur income tax expenses in 2008 were Baht 235.8 million, adecrease of Baht 40.8 million from Baht 276.5 million in 2007. Thisdecrease was principally due to lower taxable income as a resultof the foregoing lower EBITDA.Glow Energy Public Company Limited105

AUDIT COMMITTEE’S REPORTTO: THE SHAREHOLDERSGLOW ENERGY PUBLIC COMPANY LIMITED (“THE COMPANY”)The Audit Committee is composed of three independent directors:• Mr. Kovit Poshyananda Chairman• Mr. Vitthaya Vejjajiva Member; and• Ms. Supapun Ruttanaporn MemberThe Glow internal audit function acts as the audit committee secretary.During the period ended 31 December 2008, the Audit Committee held seven meetings and performed their dutiesand responsibilities in accordance with the Audit Committee Charter. The principal responsibilities during this period were asfollows:1. Independently reviewed the interim and annual financial statements by coordinating with the external auditorsand related management and proposed for the Board’s approval.2. Reviewed the adequacy and effectiveness of the internal control systems and the internal audit function bycoordinating with the external auditors and internal auditors.3. Reviewed compliance with the Securities and Exchange Act, Stock Exchange of Thailand regulations, and anyother relevant laws of Thailand.4. Considered and advised on the appointment of the external auditors including the audit fee.5. Reviewed and approved the internal audit plan and assessed the performance of internal audit.6. Reviewed company risks as identified by the internal auditor and management, and also reviewed thatappropriate risk management is applied by top management.7. Considered the accuracy and completeness of the company’s disclosure of information on connectedtransactions or potential conflicts of interest.106 Annual Report 2008

The Audit Committee is of the view that the company recognises the importance of conducting its business in accordancewith the Stock Exchange of Thailand’s Principles of Good Governance, as evidenced by a process to review all the CorporateGovernance Policies to ensure they are compliant with all the SET Principles and include relevant best practices. In addition, theAudit Committee has been given the responsibility associated with good Corporate Governance.With the support of its management, who recognizes the importance of strong internal control, the company hasestablished and maintains an efficient and effective internal control system. In addition, as a subsidiary of GDF SUEZ S.A. a companylisted overseas, the company is required to comply with the internal control requirements of the French Law (Loi de SécuritéFinancière – “LSF”) and with the European Union regulation (European Directive). The LSF French Law requires that the Chief ExecutiveOfficer (“CEO”) and Chief Financial Officer (“CFO”) of SUEZ, the major shareholder of Glow, attest on the quality of internal controlover financial reporting for the year-end 2008 Financial Statements. In order to support their signature, SUEZ is requesting a back-upattestation from the CEO and CFO of the Company.Furthermore, the company’s senior management has an ongoing commitment to add value to the company for thebenefit of all stakeholders.The Audit Committee proposed the appointment of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. as the externalauditor of the company for the period ending 31 December 2009 and proposed that the Board of Directors request that the meetingof the company’s shareholders for the year 2008 consider appointing Ms. Thanawan Anuratbodee, CPA registration no. 3440 or Mr. NitiJungnitnirundr, CPA registration no. 3809 or Ms. Somporn Dulyavit, CPA registration no. 3709 of Deloitte Touche Tohmatsu Jaiyos AuditCo., Ltd. as the external auditors of the company as well as the determination of the audit fee.Mr. Kovit PoshyanandaChairman of the Audit CommitteeGlow Energy Public Company LimitedGlow Energy Public Company Limited107

FINANCIAL STATEMENTSGLOW ENERGY PUBLIC COMPANY LIMITEDAND SUBSIDIARIES108 Annual Report 2008

REPORT OF THEINDEPENDENT CERTIFIED PUBLIC ACCOUNTANTSTO THE SHAREHOLDERS AND THE BOARD OF DIRECTORSGLOW ENERGY PUBLIC COMPANY LIMITEDWe have audited the consolidated balance sheet of Glow Energy Public Company Limited and its subsidiaries and theseparate balance sheet of Glow Energy Public Company Limited as at December 31, 2008, and the related consolidated and separatestatements of income, changes in shareholders’ equity and cash flows for the year then ended. These financial statements are theresponsibility of the Company’s management as to their correctness and completeness of the presentation. Our responsibility is toexpress an opinion on these financial statements based on our audits. The consolidated financial statements of Glow Energy PublicCompany Limited and its subsidiaries and the separate financial statements of Glow Energy Public Company Limited for the year endedDecember 31, 2007, presented herein for comparison, were audited by another auditor of the same firm, whose report thereon datedJanuary 28, 2008 expressed an unqualified opinion with an emphasis of matter paragraph that the Company changed its accountingpolicy for investments in subsidiaries from the equity method to the cost method for the separate financial statements.We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan andperform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the aforementioned consolidated and separate financial statements present fairly, in all material respects, thefinancial position of Glow Energy Public Company Limited and its subsidiaries and of Glow Energy Public Company Limited, as atDecember 31, 2008, and the results of operations and cash flows for the year then ended in accordance with generally acceptedaccounting principles.Thanawan AnuratbodeeCertified Public Accountant (Thailand)Registration No. 3440DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD.BANGKOKJanuary 30, 2009Glow Energy Public Company Limited109

GLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESBALANCE SHEETS AS AT DECEMBER 31, 2008 AND 2007Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTSNOTE 2008 2007 2008 2007ASSETSCURRENT ASSETSCash and cash equivalents 5 5,680,499,950 4,042,573,667 322,984,717 187,428,600Current investments 6 1,763,369,316 1,710,093,615 581,372,342 653,598,524Trade accounts receivable, net 7, 22 4,384,765,389 4,569,233,694 1,264,815,219 1,206,856,476Advances to related parties 22 7,617,911 2,767,890 6,485,542 172,531,930Interest receivable from related parties 22 - - 26,599,591 30,733,644Inventories, net 8 2,047,782,584 1,660,961,042 280,252,289 245,045,789Other current assetsPrepaid expenses 118,165,581 139,049,485 28,922,838 37,436,932Advance payment 12,227,751 197,218,410 484,045 19,057,847Others 717,612,582 131,739,257 272,898,497 43,131,911Total Current Assets 14,732,041,064 12,453,637,060 2,784,815,080 2,595,821,653NON-CURRENT ASSETSInvestments in subsidiaries using 9 - - 19,889,308,743 19,774,948,743the cost methodLong-term investments in other company 1,500,000 1,500,000 1,500,000 1,500,000Long-term loans to related parties 10, 22 - - 5,419,684,060 6,015,000,000Property, plant and equipment, net 11 54,324,602,874 40,861,674,350 18,808,925,102 10,244,087,368Other non-current assets, net 12 1,024,886,670 706,840,983 116,715,875 50,720,647Total Non-Current Assets 55,350,989,544 41,570,015,333 44,236,133,780 36,086,256,758TOTAL ASSETS 70,083,030,608 54,023,652,393 47,020,948,860 38,682,078,411Notes to the financial statements form an integral part of these statements110 Annual Report 2008

GLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESBALANCE SHEETS AS AT DECEMBER 31, 2008 AND 2007(Continued)Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTSNOTE 2008 2007 2008 2007LIABILITIES AND SHAREHOLDERS’ EQUITYCURRENT LIABILITIESTrade accounts payable 22 2,934,154,673 2,793,699,618 801,650,850 825,555,320Current portion of finance lease payables 13 32,911,845 38,537,672 4,393,413 5,080,985Current portion of long-term loans 14 743,132,975 717,675,588 - -Current portion of debentures 15 2,310,000,000 2,600,000,000 2,310,000,000 2,600,000,000Advances from related parties 22 23,348,362 20,398,027 31,604,325 45,112,783Other current liabilitiesOther payables 36,280,635 55,217,120 9,369,514 11,498,721Accounts payable - acquisition of assets 2,605,285,876 131,356,097 1,731,902,650 65,874,149Accrued interest expense 201,670,349 128,646,595 147,022,419 110,589,662Accrued expenses 303,479,054 314,731,734 92,360,709 111,125,822Value added tax payable 154,350,144 132,104,242 11,667,480 32,607,723Corporate income tax payable 81,122,259 71,044,281 51,952,093 38,842,041Others 276,634,087 722,045,371 53,465,119 585,584,911Total Current Liabilities 9,702,370,259 7,725,456,345 5,245,388,572 4,431,872,117NON-CURRENT LIABILITIESFinance lease payables 13 41,368,594 39,471,693 13,806,976 6,438,810Long-term loans 14 20,509,464,333 9,290,374,213 7,157,444,796 2,427,699,600Debentures 15 9,463,210,129 7,773,376,069 9,463,210,129 7,773,376,069Other non-current liabilities 22 168,437,827 224,123,835 391,722,802 196,350,294Total Non-Current Liabilities 30,182,480,883 17,327,345,810 17,026,184,703 10,403,864,773TOTAL LIABILITIES 39,884,851,142 25,052,802,155 22,271,573,275 14,835,736,890Notes to the financial statements form an integral part of these statementsGlow Energy Public Company Limited111

GLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESBALANCE SHEETS AS AT DECEMBER 31, 2008 AND 2007(Continued)Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTSNOTE 2008 2007 2008 2007LIABILITIES AND SHAREHOLDERS’ EQUITY (Continued)SHAREHOLDERS’ EQUITYSHARE CAPITALAuthorized share capital1,482,865,035 ordinary shares ofBaht 10 each 14,828,650,350 14,828,650,350 14,828,650,350 14,828,650,350Issued and paid-up share capital1,462,865,035 ordinary shares ofBaht 10 each 14,628,650,350 14,628,650,350 14,628,650,350 14,628,650,350PREMIUM ON ORDINARY SHARES 2,935,427,353 2,935,427,353 4,786,986,727 4,786,986,727RETAINED EARNINGSAppropriatedLegal reserve 17 1,253,913,105 1,087,782,469 1,253,913,105 1,087,782,469Unappropriated 10,903,799,061 9,950,083,268 4,079,825,403 3,342,921,975TOTAL MAJOR SHAREHOLDERS’ EQUITY 29,721,789,869 28,601,943,440 24,749,375,585 23,846,341,521MINORITY INTEREST 476,389,597 368,906,798 - -TOTAL SHAREHOLDERS’ EQUITY 30,198,179,466 28,970,850,238 24,749,375,585 23,846,341,521TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 70,083,030,608 54,023,652,393 47,020,948,860 38,682,078,411Notes to the financial statements form an integral part of these statements112 Annual Report 2008

GLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESSTATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007Revenues from the sales of goods 33,723,795,611 32,265,849,729 10,825,576,478 10,597,905,928Costs of the sales of goods (28,361,836,841) (26,264,725,355) (9,169,205,677) (8,512,327,364)Gross profit 5,361,958,770 6,001,124,374 1,656,370,801 2,085,578,564Other incomeExchange gain - 533,192,178 - -Interest income 101,747,190 122,715,830 264,738,225 241,649,132Dividend income 1,050,000 - 2,231,725,251 3,654,366,571Others 27,400,693 89,537,563 19,270,675 27,893,907Selling and administrative expenses (599,278,750) (517,678,154) (267,434,573) (228,173,391)Exchange loss (247,466,367) - (10,849,218) (1,728,662)Interest expense (796,118,029) (1,112,619,140) (420,682,698) (552,349,917)Profit before income tax expense 3,849,293,507 5,116,272,651 3,473,138,463 5,227,236,204Income tax expense (235,755,592) (276,537,617) (150,525,737) (162,294,204)NET PROFIT 3,613,537,915 4,839,735,034 3,322,612,726 5,064,942,000PROFIT ATTRIBUTABLE TOEquity holders of the parent 3,539,425,091 4,782,756,371 - -Minority interest 74,112,824 56,978,663 - -3,613,537,915 4,839,735,034 - -BASIC EARNINGS OF MAJOR SHAREHOLDERPER SHARE BAHT 2.42 3.27 2.27 3.46WEIGHTED AVERAGE NUMBER OFORDINARY SHARES SHARES 1,462,865,035 1,462,865,035 1,462,865,035 1,462,865,035Notes to the financial statements form an integral part of these statementsGlow Energy Public Company Limited113

STATEMENTS OF CHANGESIN SHAREHOLDERS’ EQUITYGLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESFOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007Unit : BahtCONSOLIDATEDISSUED AND PREMIUM ON APPROPRIATED UNAPPROPRIATED MINORITY TOTALPAID-UP SHARE ORDINARY RETAINED RETAI NED INTEREST SHAREHOLDERS’CAPITAL SHARES EARNINGS EARNINGS EQUITY-LEGAL RESERVEBEGINNING BALANCE, JANUARY 1, 2007 14,628,650,350 2,935,427,353 834,535,369 7,724,586,427 317,172,698 26,440,372,197Share subscription received fromminority of subsidiaries - - - - 87,056,000 87,056,000Minority interest of a subsidiary acquired bythe Company - - - - (92,300,563) (92,300,563)Dividend paid (Note 18) - - - (2,304,012,430) - (2,304,012,430)Net profit - - - 4,782,756,371 56,978,663 4,839,735,034Appropriation of net profit for legal reserve - - 253,247,100 (253,247,100) - -ENDING BALANCE, DECEMBER 31, 2007 14,628,650,350 2,935,427,353 1,087,782,469 9,950,083,268 368,906,798 28,970,850,238BEGINNING BALANCE, JANUARY 1, 2008 14,628,650,350 2,935,427,353 1,087,782,469 9,950,083,268 368,906,798 28,970,850,238Share subscription received from minorityof a subsidiary - - - - 78,400,000 78,400,000Dividend paid to minority of a subsidiary - - - - (45,030,025) (45,030,025)Dividend paid (Note 18) - - - (2,419,578,662) - (2,419,578,662)Net profit - - - 3,539,425,091 74,112,824 3,613,537,915Appropriation of net profit for legal reserve - - 166,130,636 (166,130,636) - -ENDING BALANCE, DECEMBER 31, 2008 14,628,650,350 2,935,427,353 1,253,913,105 10,903,799,061 476,389,597 30,198,179,466Notes to the financial statements form an integral part of these statements114 Annual Report 2008

STATEMENTS OF CHANGESIN SHAREHOLDERS’ EQUITY(Continued)GLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESFOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007Unit : BahtTHE SEPARATE FINANCIAL STATEMENTSISSUED AND PREMIUM ON APPROPRIATED UNAPPROPRIATED TOTALPAID-UP SHARE ORDINARY RETAINED RETAINED SHAREHOLDERS’CAPITAL SHARES EARNINGS EARNINGS EQUITY-LEGAL RESERVEBEGINNING BALANCE, JANUARY 1, 2007 14,628,650,350 4,786,986,727 834,535,369 835,239,505 21,085,411,951Dividend paid (Note 18) - - - (2,304,012,430) (2,304,012,430)Net profit - - - 5,064,942,000 5,064,942,000Appropriation of net profit for legal reserve - - 253,247,100 (253,247,100) -ENDING BALANCE, DECEMBER 31, 2007 14,628,650,350 4,786,986,727 1,087,782,469 3,342,921,975 23,846,341,521BEGINNING BALANCE, JANUARY 1, 2008 14,628,650,350 4,786,986,727 1,087,782,469 3,342,921,975 23,846,341,521Dividend paid (Note 18) - - - (2,419,578,662) (2,419,578,662)Net profit - - - 3,322,612,726 3,322,612,726Appropriation of net profit for legal reserve - - 166,130,636 (166,130,636) -ENDING BALANCE, DECEMBER 31, 2008 14,628,650,350 4,786,986,727 1,253,913,105 4,079,825,403 24,749,375,585Notes to the financial statements form an integral part of these statementsGlow Energy Public Company Limited115

GLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESSTATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007CASH FLOWS FROM OPERATING ACTIVITIESNet profit before tax 3,849,293,507 5,116,272,651 3,473,138,463 5,227,236,204Adjustments for :Dividend received from subsidiaries / other company (1,050,000) - (2,231,725,251) (3,654,366,571)Depreciation 2,416,466,760 2,924,878,620 587,815,313 554,274,525Amortization of other non-current assets 32,063,207 47,054,343 5,826,123 20,589,842Amortization of deferred bond issue expenses 12,945,002 13,058,714 12,945,002 13,058,714Write-off of fixed assets and other non-current assets 99,566 26,900 - 14,350Impairment loss of fixed assets (reversal) 26,460,000 (66,520,000) - -Loss on disposals of fixed assets 43,363,594 63,466,411 4,723,650 75,915Amortization of other non-current liabilities (79,341,494) (62,538,956) (72,358,968) (57,538,004)Exchange loss (gain) 226,969,452 (526,442,373) 4,239,602 2,834,998Reversal of provision for repurchase ofconvertible debentures - (410,750) - (410,750)Adjustment of finance lease payable - (19,073,960) - -Excess of minority interest paid to acquire a subsidiary - 3,330,499 - -Amortization of discount on forward foreignexchange contracts - (1,776,043) - -Interest expense 796,118,029 1,112,619,140 420,682,698 552,349,917Profit from operations before changesin operating assets and liabilities 7,323,387,623 8,603,945,196 2,205,286,632 2,658,119,140Operating assets (increase) decreaseTrade accounts receivable 198,058,400 195,525,777 (52,911,765) 5,609,777Advances to related parties (4,850,021) (2,767,890) 166,046,388 (146,128,235)Interest receivable from related parties - - 4,134,053 -Inventories (374,555,484) (23,451,034) (31,813,161) (6,759,244)Prepaid expenses 12,042,802 18,618,003 8,514,094 6,742,869Advance payment 57,440,659 86,801,248 2,323,802 (1,253,787)Other current assets (299,397,006) 12,672,265 (36,921,786) (14,986,651)Other non-current assets (7,609,985) (68,522,777) (100,894) (4,078,005)Notes to the financial statements form an integral part of these statements116 Annual Report 2008

GLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESSTATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007(Continued)Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007CASH FLOWS FROM OPERATING ACTIVITIES (Continued)Operating liabilities increase (decrease)Trade accounts payable 142,391,845 (1,029,167,879) (23,904,470) (556,344,954)Advances from related parties 2,950,335 1,311,810 (13,508,458) 38,271,921Other payables (19,075,108) 5,642,037 (2,253,025) 7,411,698Accrued expenses (655,321) (26,443,434) (18,852,990) 19,808,159Value added tax payable 21,356,830 (77,630,891) (21,270,419) (9,091,627)Other current liabilities 94,562,207 33,576,018 15,837,920 25,230,619Cash received from operations 7,146,047,776 7,730,108,449 2,200,605,921 2,022,551,680Cash paid for interest (723,094,275) (1,158,686,506) (384,249,941) (590,835,075)Cash paid for income tax (335,026,406) (281,147,422) (153,189,799) (177,612,052)Net cash provided by operating activities 6,087,927,095 6,290,274,521 1,663,166,181 1,254,104,553CASH FLOWS FROM INVESTING ACTIVITIESWithdrawal from (deposit in) Debt Service /Maintenance Accrual Accounts (42,655,517) 31,618,815 72,226,182 (2,722,670)Cash paid for short-term loan granted to a subsidiary - - (2,000,000,000) -Cash received from a subsidiary for short-term loanrepayment - - 2,000,000,000 -Cash received from subsidiaries for long-term loansrepayment - - 595,315,940 -Cash paid for investments in subsidiaries - (95,631,062) (114,360,000) (284,215,062)Dividends received from subsidiaries / other company 1,050,000 - 2,231,725,251 3,654,366,571Cash paid for purchase of property, plant and equipment (13,021,890,340) (2,632,829,835) (7,276,444,839) (1,731,503,187)Interest paid capitalised as fixed assets (307,284,745) - (196,917,221) -Cash paid for purchase of assets from a subsidiary - - - (513,003,535)Proceeds from sale of fixed assets 9,326,939 22,788,751 2,292,948 1,622,010Advance payment for purchase of land - (84,500,000) - -Payment of assignment fee for land leasehold right - (150,911,992) - (37,473,225)Proceeds from long-term right to use of assets 23,655,486 - 267,731,476 -Net cash provided by (used in) investing activities (13,337,798,177) (2,909,465,323) (4,418,430,263) 1,087,070,902Notes to the financial statements form an integral part of these statementsGlow Energy Public Company Limited117

GLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESSTATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007(Continued)Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007CASH FLOWS FROM FINANCING ACTIVITIESReceipts of short-term loans from financial institutions 3,423,000,000 - 3,423,000,000 -Repayment of short-term loans from financial institutions (3,423,000,000) - (3,423,000,000) -Receipts of short-term loans from related party 1,258,000,000 - - -Repayment of short-term loans from related party (1,258,000,000) - - -Repayment of finance lease payables (42,438,977) (41,428,382) (6,405,726) (4,455,130)Cash received from the issue of new debentures 4,000,000,000 2,000,000,000 4,000,000,000 2,000,000,000Payment of debentures issue expenses (13,110,942) (8,009,741) (13,110,942) (8,009,741)Receipts of long-term loans from financial institutions 11,061,004,496 - 3,999,999,996 -Payment of fees related to loans arrangement (421,152,234) (4,054,874) (71,720,457) (4,054,874)Long-term loans repayment (711,423,185) (830,885,050) - -Repayment of debentures (2,600,000,000) (2,600,000,000) (2,600,000,000) (2,600,000,000)Repayment of convertible debentures - (1,076,700) - (1,076,700)Dividend paid (2,419,578,662) (2,304,012,430) (2,419,578,662) (2,304,012,430)Share subscription received from minority of subsidiaries 78,400,000 87,056,000 - -Dividend paid to minority of a subsidiary (45,030,025) - - -Net cash provided by (used in) financing activities 8,886,670,471 (3,702,411,177) 2,889,184,209 (2,921,608,875)Unrealized exchange gain (loss) of cash and cash equivalents 1,126,894 (3,793,409) 1,635,990 (3,262,205)Net increase (decrease) in cash and cash equivalents 1,637,926,283 (325,395,388) 135,556,117 (583,695,625)Cash and cash equivalents as at January 1, 4,042,573,667 4,367,969,055 187,428,600 771,124,225Cash and cash equivalents as at December 31, (Note 5) 5,680,499,950 4,042,573,667 322,984,717 187,428,600Notes to the financial statements form an integral part of these statements118 Annual Report 2008

NOTES TOTHE FINANCIAL STATEMENTSGLOW ENERGY PUBLIC COMPANY LIMITED AND SUBSIDIARIESFOR THE YEARS ENDED DECEMBER 31, 2008 AND 20071. OPERATIONS OF THE COMPANY AND SUBSIDIARIES1.1 THE COMPANY’S GENERAL INFORMATIONGlow Energy Public Company Limited (“the Company”) registered as a public limited company under Thai laws onSeptember 1, 1995, and was listed on the Stock Exchange of Thailand (SET) in February 1996 until August 2002 and listedagain on April 21, 2005. The Company operates in Thailand and principally engages in the generation and distribution ofelectricity, steam and water for industrial use. The Company’s office is located at 195 Empire Tower, 38 th Floor - Park Wing,South Sathorn Road, Yannawa, Sathorn, Bangkok.As at December 31, 2008 and 2007, the Company’s major shareholder is Suez Energy (Thailand) Company Limited, holding44.1 percent of the Company’s share capital. Suez Energy (Thailand) Company Limited is a wholly owned subsidiary of Suez-Tractebel Energy Holdings Cooperatieve U.A., holding 25 percent of the Company’s share capital.As at December 31, 2008 and 2007, the Company’s ultimate shareholder is GDF Suez S.A. and Suez Tractebel S.A.,respectively.1.2 CHANGE IN ACCOUNTING POLICY1.2.1 For the year ended December 31, 2007, the Company changed its accounting policy for investments in subsidiariesfrom the equity method to the cost method to comply with the Notification of Federation of Accounting ProfessionsNo. 26/2549 (Amendment No. 1) regarding Thai Accounting Standard No. 44 “Consolidated Financial Statements andAccounting for Investment in Subsidiaries” and the Notification of Federation of Accounting Professions No. 32/2549regarding the explanation for Thai Accounting Standard No. 44 “Consolidated Financial Statements and Accounting forInvestment in Subsidiaries” (paragraph 27) and Thai Accounting Standard No. 45 “Accounting for Investment inAssociates” (paragraph 11). This change in accounting policy has been accounted for retroactively in the separatefinancial statements as if the Company had recorded such investments by the cost method according to the newaccounting policy continuously. The effect of the change up to December 31, 2006 was included in retained earningsas at January 1, 2007.1.2.2 In 2008, Glow SPP 3 Company Limited, a subsidiary, has changed the estimated useful life of its power plant from 30years to 40 years in order to more appropriately reflect the current usage condition and consumption of the economicbenefit. As a result, in the consolidated financial statements for the year ended December 31, 2008, depreciationexpense decreased and net profit increased in the same amount of Baht 159.5 million, and basic earnings per shareincreased by Baht 0.11.Glow Energy Public Company Limited119

1.3 SUBSIDIARIESAll subsidiaries of the Company are companies registered in Thailand and their office is located at 195 Empire Tower, 38 thFloor – Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok excepted for the registered office of GHECO-OneCompany Limited is located at 11 I – 5 Road, Tambon Maptaphut, Amphur Muang Rayong, Rayong Province. The informationof the subsidiaries is as follows :COMPANY’S NAME REGISTERED DATE MAIN BUSINESS OBJECTIVE1) Glow Company Limited March 12, 1997 Provide management services, consultant services andmanagement advisory for related companies2) Glow SPP 1 Company Limited December 6, 1994 Generate and distribute electricity, steam and water forindustrial use3) Glow SPP 2 Company Limited September 19,1994 Generate and distribute electricity and steam for industrial use4) Glow SPP 3 Company Limited August 9, 1991 Generate and distribute electricity, steam and water forindustrial use5) Glow IPP Company Limited March 12, 1997 Generate and distribute electricity to EGAT6) Glow Demin Water January 13, 1999 Generate and distribute demineralised water and high qualityCompany Limitedwater for the general industry and for the petrochemicalindustry.7) Glow IPP 3 Company Limited June 14, 2005 Develop power generation projects.8) GHECO-One Company Limited April 27, 2007 Generate and distribute electricity to EGAT (in process of powerplant construction)9) Glow IPP 2 Holding October 16, 2007 Invest in other companiesCompany Limited2. BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS2.1 The consolidated and the separate financial statements have been prepared in Thai Baht currency and in compliance withthe Notification of the Department of Commercial Registration (currently the Department of Business Development) regarding“The Brief Particulars in the Financial Statements B.E. 2544” dated September 14, 2001 which is in accordance with theRegulation of The Stock Exchange of Thailand dated January 22, 2001, regarding the preparation and submission of financialstatements and reports for the financial position and result of operations of the listed companies, and in accordance withaccounting standards and practices generally accepted in Thailand.However, the consolidated and the separate financial statements for the years ended December 31, 2008, and 2007 aredifferent from Thai Accounting Standard No.35 (revised 2007) “Presentation of Financial Statements”. The revision of ThaiAccounting Standard has no material impact on the consolidated and the separate financial statements.The Company changes the format of presentation of the Statements of Cash Flows for the years ended December 31, 2008and 2007 to comply with the Thai Accounting Standards No. 25 (revised 2007) “Cash Flow Statements”, which is effective forfinancial periods beginning on or after January 1, 2008 onwards.120 Annual Report 2008

2.2 The consolidated financial statements included the accounts of the Company and its subsidiaries, after elimination ofintercompany transactions, of which the percentage of shareholding is as follows :% OF SHAREHOLDING2008 2007OWNED BY THE COMPANYGlow Company Limited 100 100Glow SPP 2 Company Limited 100 100Glow SPP 3 Company Limited 100 100Glow IPP 3 Company Limited 100 100Glow IPP 2 Holding Company Limited 100 100OWNED BY GLOW COMPANY LIMITEDGlow SPP 1 Company Limited 100 100Glow IPP Company Limited 95 95Glow Demin Water Company Limited 100 100OWNED BY GLOW IPP 2 HOLDING COMPANY LIMITEDGHECO-One Company Limited 65 653. SIGNIFICANT ACCOUNTING POLICIESThe financial statements have been prepared on an accrual basis under the measurement basis of historical cost except asdisclosed in the accounting policies below:Significant accounting policies of the Company and subsidiaries are summarized below:3.1 CASH AND CASH EQUIVALENTSCash and cash equivalents are cash on hand, deposits at banks’ savings accounts and current accounts, and short-termhighly liquid investments with maturities within three months.3.2 RECOGNITION OF REVENUESRevenues from the sales of goods are recognized on an accrual basis, which represent the invoiced value, excluding valueadded tax, of products supplied after deducting discounts, which is calculated based on annual purchase volumes of eachcustomer by the percentage of net sales as specified in the agreement.Revenues from rendering of services are recognized on an accrual basis.3.3 ALLOWANCE FOR DOUBTFUL ACCOUNTSAllowance for doubtful accounts are based on estimated uncollectible debts.3.4 INVENTORIESInventories consisting of raw materials, spare parts, and supplies for machines are valued at the lower of cost and netrealizable value. Cost is determined by weighted average method.Provision is made for obsolete and slow moving inventories based on the items that expected not to be used.3.5 PROPERTY, PLANT AND EQUIPMENTProperty is stated at cost.Plant and equipment are stated at cost less accumulated depreciation.Glow Energy Public Company Limited121

Depreciation is calculated by reference to cost of assets on a straight-line basis over the following estimated useful lives :YEARSPlant and parts of construction in progress which are already in operation 2.2 - 40Leasehold improvements 5 - 20Machinery, tools and plant equipment 5 - 20Furniture, fixtures and office equipment 3, 5, 10Motor vehicles 53.6 CONSTRUCTION IN PROGRESSConstruction in progress includes construction, borrowing costs that are directly attributable to loans for construction andother related costs directly to constructing the asset or bringing it to working condition.3.7 BORROWING COSTSInterest incurred during the construction or installation and related to loans obtained for construction of the power plantand acquisition of machinery are capitalized as part of the cost of assets.3.8 AMORTIZATION OF OTHER NON-CURRENT ASSETSDeferred right to use grid system and transmission line are amortized on a straight-line basis over the period of powerpurchase agreements.Deferred land lease fee is amortized on a straight-line basis over the period of the lease agreement from the date ofcommencing commercial operations.Deferred land leasehold right is amortized on a straight-line basis over the period of the lease agreement of 30 years.Deferred financial service fees are amortized on a straight-line basis over the period of related agreements.Deferred right of pipe rack usage is amortized on a straight-line basis over the period of the lease agreement of 15 years.3.9 INVESTMENTSLong-term investments in other company, which are non-marketable equity securities and held as other investments are valuedat cost. The Company recognizes loss on impairment of securities in the statement of income in the period in which it incurs.3.10 LONG-TERM LEASE- Operating leaseLeases in which substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for asoperating leases. Rentals applicable to such operating leases are charged to the statement of income over the lease term.- Finance leaseLeases in which substantially all the risks and rewards of ownership, other than legal title, are transferred to the Companyand its subsidiaries are accounted for as finance leases. At inception, the fair value of the leased assets is recordedtogether with the obligation. The leased assets are depreciated using the straight-line method over their estimated usefullives. Interest or financial charge and depreciation are recognized as expenses in the statement of income.3.11 FOREIGN CURRENCIESTransactions denominated in foreign currencies are converted into Baht at rates of exchange prevailing at the transactiondates. All balances of monetary assets and liabilities in foreign currencies and forward foreign exchange contracts at the endof the year are converted at the reference exchange rates established by the Bank of Thailand at the end of the year.Both realized and unrealized foreign exchange gains or losses are recognized as revenues or expenses in the statements ofincome.122 Annual Report 2008

3.12 FINANCIAL INSTRUMENTSThe Company and its subsidiaries entered into Interest Rate Swap Agreements, Forward Foreign Exchange Contracts andCurrency Swap Agreements in asset and liability management activities to control exposure to fluctuations in interest andforeign exchange rates. Further details of financial instruments are disclosed in Note 21.Income and expense from interest rate swap agreements used to manage interest rate exposures are recognized asadjustments to interest income and expense in statements of income. Such adjustments that are attributable to constructionare capitalized as part of construction in progress.Gains and losses on forward foreign exchange contracts and currency swap agreements designated as hedges of existingassets and liabilities are recognized as income or expense in the statements of income.Gains and losses on forward foreign exchange contracts designated as hedges that are attributable to construction arecapitalized as part of construction in progress.Amounts to be paid and received are offset in the balance sheet.Premiums or discounts on forward foreign exchange contracts are amortized to revenues or expenses over the contract period.The Company and its subsidiaries have no policy to speculate in or engage in the trading of any derivative financial instruments.3.13 PROVIDENT FUNDThe Company, the subsidiaries and their employees jointly registered a provident fund scheme under Provident Fund Act B.E.2530. The funds are contributed by the employees, the Company and its subsidiaries.COMPANY’S NAMEMANAGED BYGlow Energy Public Company LimitedBank of Ayudhaya Public Company Limited.Glow Company LimitedTISCO Assets Management Co., Ltd.,and Bank of Ayudhaya Public Company Limited.Glow SPP 1 Company LimitedTISCO Assets Management Co., Ltd.Glow SPP 2 Company LimitedBank of Ayudhaya Public Company Limited.Glow SPP 3 Company LimitedBank of Ayudhaya Public Company Limited.Glow IPP Company LimitedTISCO Assets Management Co., Ltd.The above funds will be paid to the employees upon termination in accordance with the rules of the provident fund.Contributions for employees by the Company, under the provident fund scheme, are recorded as expenses when incurred.3.14 INCOME TAX EXPENSEIncome tax expense is based on tax paid and accrued for the year.3.15 EARNINGS PER SHAREBasic earnings per share are calculated by dividing net profit for the year by the weighted average number of ordinary sharesissued during the year.3.16 USE OF ACCOUNTING ESTIMATESThe preparation of financial statements in conformity with generally accepted accounting principles also requires theCompany’s management to exercise judgments in order to determine the accounting policies, estimates and assumptionsthat affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenue and expense during the reporting period. Although, theseestimates are based on management’s reasonable consideration of current events, actual results may differ from theseestimates.Glow Energy Public Company Limited123

4. SUPPLEMENTAL CASH FLOWS INFORMATION4.1 Accounts payable – acquisition of assets for the years ended December 31, 2008 and 2007 are as follows :Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007Accounts payable - acquisition of assets brought forward 131,356,097 106,660,955 65,874,149 19,524,759Add Purchase of fixed assets 15,469,057,040 2,672,724,517 8,949,895,763 1,780,798,494Unrealized exchange loss (gain) 75,014,471 (1,600,676) 5,663,897 (353,917)Less Cash payment (13,021,890,340) (2,632,829,835) (7,276,444,839) (1,731,503,187)Reversal of accounts payable (9,541,341) - - -Assets under finance lease (38,710,051) (13,598,864) (13,086,320) (2,592,000)Accounts payable - acquisitionof assets carried forward 2,605,285,876 131,356,097 1,731,902,650 65,874,1494.2 In October 2007, the Company entered into a new Facility Agreement to obtain a Yen 8,100 million loan and fully prepaidthe previous Yen loan in the same amount. These transactions had no impact on cash inflows and outflows (see Note 14).5. CASH AND CASH EQUIVALENTSCash and cash equivalents as at December 31, 2008 and 2007 consist of :Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007Cash 765,165 762,735 46,082 46,016Bank deposits in current accounts 4,027,156 772,811 2,096,879 512,811Bank deposits in savings accounts 5,675,707,629 2,691,455,549 320,841,756 186,869,773Bills of exchange - 1,349,582,572 - -5,680,499,950 4,042,573,667 322,984,717 187,428,600As at December 31, 2008 and 2007, cash and cash equivalents of Glow IPP Company Limited of Baht 1,650.3 million and Baht2,127.5 million, respectively, are pledged as collateral to secure credit facilities obtained from financial institutions. However, thepledged accounts can be withdrawn for use as working capital required in the normal course of its business (see Note 14).As at December 31, 2008 and 2007, bank deposits in savings accounts and bills of exchange carry interest between 0.125-2 percentper annum and 0.125-4.25 percent per annum, respectively.6. CURRENT INVESTMENTSCurrent investments as at December 31, 2008 and 2007 consist of :Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007Bank deposits in savings accounts 1,763,369,316 660,826,005 581,372,342 653,598,524Bills of exchange - 650,000,000 - -Global Liquidity Fund - 399,267,610 - -1,763,369,316 1,710,093,615 581,372,342 653,598,524124 Annual Report 2008

Current investments of the Company represent bank deposits in Debt Service Accrual Account, which is for the purpose ofrepayment of the Company’s debentures.As at December 31, 2008 and 2007, current investments of Glow IPP Company Limited of Baht 1,182.0 million and Baht 1,056.5million, respectively, are pledged as collateral to secure credit facilities obtained from financial institutions and are restricted forrepayment of long-terms loans and payment of major maintenance (see Note 14). Current investments of Baht 1,056.5 million as atDecember 31, 2007 included investment in overseas Global Liquidity Fund of USD 11.9 million, with the floating interest rate whichwas withdrawn during the year 2008.7. TRADE ACCOUNTS RECEIVABLE, NETTrade accounts receivable, net as at December 31, 2008 and 2007 are classified by aging as follows :Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007Trade accounts receivable, other companiesCurrent 4,397,591,875 4,599,979,273 1,154,642,229 1,238,237,677Past dueLess than 3 months 2,218,558 2,800,407 - -6 - 12 months 3,858,659 1,163,496 - -More than 12 months 36,906,218 33,113,900 44,647 44,6474,440,575,310 4,637,057,076 1,154,686,876 1,238,282,324Less Provision for contract discounts (57,448,953) (69,045,872) (53,365,831) (64,853,222)4,383,126,357 4,568,011,204 1,101,321,045 1,173,429,102Trade accounts receivable from related partiesCurrent 1,639,032 1,222,490 163,494,174 33,427,374Total trade accounts receivable, net 4,384,765,389 4,569,233,694 1,264,815,219 1,206,856,4768. INVENTORIES, NETInventories, net as at December 31, 2008 and 2007 consist of :Unit : BahtCONSOLIDATEDTHE SEPARATEFINANCIAL STATEMENTS2008 2007 2008 2007Raw material - coal 517,494,935 302,982,392 - -Raw material - oil 242,085,041 220,386,699 - -Raw material - woodchips 5,028,932 - - -Spare parts and supplies for machines 1,283,173,676 1,161,885,665 280,252,289 245,045,7892,047,782,584 1,685,254,756 280,252,289 245,045,789Less Allowance for obsolete inventories - (24,293,714) - -Total inventories, net 2,047,782,584 1,660,961,042 280,252,289 245,045,789Glow Energy Public Company Limited125

9. INVESTMENTS IN SUBSIDIARIES USING THE COST METHODInvestments in subsidiaries using the cost method in the separate financial statements as at December 31, 2008 and 2007 are asfollows :Unit : BahtCOMPANY’S NAME PAID-UP PORTION OFCAPITAL INVESTMENT (%) 2008 2007Glow Company Limited 4,401,668,111 100 7,114,824,403 7,114,824,403Glow SPP 2 Company Limited 4,941,534,880 100 4,941,534,760 4,941,534,760Glow SPP 3 Company Limited 7,373,389,550 100 7,379,374,488 7,379,374,488Glow IPP 3 Company Limited 245,000,000 100 233,575,092 228,715,092Glow IPP 2 Holding Company Limited 220,000,000 100 220,000,000 110,500,000Total 19,889,308,743 19,774,948,743On August 14, 2008, the Board of Directors’ meetings of the subsidiaries passed a resolution to distribute an interim dividend fromretained earnings as at June 30, 2008 detailed as follows :COMPANY’S NAME BAHT AMOUNT DIVIDENDPER SHARE (MILLION BAHT) PAYMENT DATEGlow Company Limited 0.68 299.3 August 28, 2008Glow SPP 2 Company Limited 0.20 98.8 August 28, 2008Glow SPP 3 Company Limited 1.28 943.8 August 28, 2008On April 29, 2008, the annual general shareholders’ meetings of the subsidiaries passed a resolution to distribute annual dividendsfor the year 2007. The dividends were paid as interim dividends following the resolutions of the Board of Directors’ meetings of thesubsidiaries detailed as follows :COMPANY’S NAME BOD’S BAHT AMOUNT DIVIDENDMEETING DATE PER SHARE (MILLION BAHT) PAYMENT DATEGlow SPP 1 Company Limited May 10, 2007 0.70 150.5 May 29, 2007Glow SPP 1 Company Limited August 9, 2007 0.93 200.0 August 29, 2007Glow SPP 1 Company Limited February 28, 2008 0.84 180.6 March 6, 2008Glow SPP 2 Company Limited November 12, 2007 0.45 222.4 November 27, 2007Glow SPP 3 Company Limited May 10, 2007 0.55 405.5 May 29, 2007Glow SPP 3 Company Limited August 9, 2007 1.93 1,423.1 August 29, 2007Glow SPP 3 Company Limited February 28, 2008 0.68 501.4 March 6, 2008Glow IPP Company Limited February 28, 2008 3.16 900.6 March 6, 2008Glow Company Limited May 10, 2007 0.68 299.3 May 29, 2007Glow Company Limited August 9, 2007 0.45 198.1 August 29, 2007Glow Company Limited February 28, 2008 0.88 387.3 March 6, 2008GLOW IPP 3 COMPANY LIMITEDOn April 11, 2007, the extraordinary general shareholders’ meeting of Glow IPP 3 Company Limited passed a special resolution toincrease the registered capital from Baht 110 million to Baht 380 million by the issuance of 27 million new ordinary shares with thepar value of Baht 10 each. 60 percent of the newly issued shares (16.2 million shares) were subscribed by the Company. Glow IPP 3Company Limited registered the capital increase with the Department of Business Development on August 30, 2007. The Companypaid for the capital increase in the amount of Baht 78.1 million on June 29, 2007.126 Annual Report 2008

On August 15, 2007, the Company purchased 1.1 million shares of Glow IPP 3 Company Limited from Hemaraj Land andDevelopment Public Company Limited at par value of Baht 10 each, resulting in a change of the shareholding proportion of theCompany from 50 percent to 60 percent. The Company has already paid in advance for the shares purchase totaling Baht 11million on June 29, 2007.On October 15, 2007, the Company entered into a sale and purchase agreement to purchase 15,199,997 shares of Glow IPP 3Company Limited from Hemaraj Land and Development Public Company Limited at the price of Baht 96.0 million, resulting in achange of the shareholding proportion of the Company from 60 percent to 100 percent. Baht 64.5 million was paid on October 15,2007, whereby the remaining Baht 31.5 million is to paid depending on certain conditions of the agreement. However, the purchaseprice was adjusted and the final remaining amount of Baht 20.1 million was paid in December 2007.On October 31, 2007, the extraordinary general shareholders’ meeting of Glow IPP 3 Company Limited passed a resolution tochange its name from “Glow Hemaraj Energy Company Limited” to “Glow IPP 3 Company Limited”. Glow IPP 3 Company Limitedregistered the name change with the Department of Business Development on December 14, 2007.On September 12, 2008, the Board of Directors’ meeting of Glow IPP 3 Company Limited passed a resolution to call for paid upcapital of Baht 0.18 per share of the 27 million issued shares. The Company paid the called amount totaling Baht 4.86 million onSeptember 30, 2008.GHECO-ONE COMPANY LIMITEDGHECO-One Company Limited was also established under the Joint Development and Venture Agreement dated March 18, 2005made by the Company and Hemaraj Land and Development Public Company Limited. GHECO-One Company Limited registered as alimited company in Thailand on April 27, 2007 with Baht 10 million registered capital, 65 percent of which was held by the Company.On May 21, 2007, the extraordinary general shareholders’ meeting of GHECO-One Company Limited passed a special resolution toincrease the registered capital from Baht 10 million to Baht 100 million by issuing 9 million new ordinary shares with the par valueof Baht 10 each. GHECO-One Company Limited registered the capital increase with the Department of Business Development onJune 4, 2007. The Company has paid for the called increase shares of Baht 26 million on July 6, 2007.On October 13, 2007, the Company and Hemaraj Land and Development Public Company Limited entered into a shareholders’agreement, which superseded the Joint Development and Venture agreement dated March 18, 2005, in order to regulate theirresponsibilities with respect to the ownership and management of GHECO-One Company Limited.On October 16, 2007, the Company entered into a share purchase agreement to sell 6,499,996 shares of GHECO-One CompanyLimited to Glow IPP 2 Holding Company Limited at Baht 32.5 million.On January 25, 2008, the extraordinary general shareholders’ meeting of GHECO-One Company Limited passed a special resolutionto increase the registered capital from Baht 100 million to Baht 324 million by issuing 22.4 million new ordinary shares at par valueof Baht 10 each. GHECO-One Company Limited registered the capital increase with the Department of Business Development onMarch 4, 2008.GLOW IPP 2 HOLDING COMPANY LIMITEDGlow IPP 2 Holding Company Limited registered as a limited company in Thailand on October 16, 2007 with Baht 1 millionregistered capital.On December 6, 2007, the annual general shareholders’ meeting of Glow IPP 2 Holding Company Limited passed a resolution toincrease the registered capital from Baht 1 million to Baht 220 million by issuing 2.19 million new ordinary shares with the par valueof Baht 100 each. Glow IPP 2 Holding Company Limited registered the capital increase with the Department of BusinessDevelopment on December 25, 2007 and called for payment of the increase shares at Baht 50 per share. The remaining Baht 109.5million was called and paid on March 10, 2008.Glow Energy Public Company Limited127

10. LONG-TERM LOANS TO RELATED PARTIESThis represents long-term loans granted to Glow SPP 1 Company Limited, Glow SPP 2 Company Limited and Glow SPP 3 CompanyLimited under the Phase III Project Shareholder Loan Agreement dated September 29, 2003 and Novation Agreement datedDecember 25, 2006. The loans carry interest at a fixed percentage per annum and are repayable before each date on which aprincipal payment must be made in respect of the debentures of the Company.11. PROPERTY, PLANT AND EQUIPMENT, NETProperty, plant and equipment, net consist of :Unit : BahtCONSOLIDATEDFURNITURE,CONSTRUCTIONMACHINERY, FIXTURES AND IN PROGRESS/POWER/ WATER LEASEHOLD TOOLS AND OFFICE MOTOR EQUIPMENT UNDERLAND PLANT IMPROVEMENT EQUIPMENT EQUIPMENT VEHICLES INSTALLATION TOTALCostDecember 31, 2007 291,865,672 59,394,987,788 155,251,877 317,645,580 252,487,880 86,347,214 2,155,773,131 62,654,359,142Purchases 161,993,000 71,172,764 3,469,223 10,044,726 44,370,373 40,757,801 15,137,249,153 15,469,057,040Capitalized interest - - - - - - 307,231,456 307,231,456Transferred to spare parts - (12,266,058) - - - - - (12,266,058)Transferred from advancepayment 127,550,000 - - - - - - 127,550,000Transferred from othernon-current assets - - - - - - 87,494,427 87,494,427Adjustments - (17,320,327) - (3,101,155) - - - (20,421,482)Transfer - 165,104,464 3,943,022 2,183,695 (3,096,493) - (168,134,688) -Disposals - (57,609,765) (567,495) (6,993,612) (5,110,283) (24,838,807) (84,700) (95,204,662)December 31, 2008 581,408,672 59,544,068,866 162,096,627 319,779,234 288,651,477 102,266,208 17,519,528,779 78,517,799,863Accumulated depreciationDecember 31, 2007 - 21,291,588,162 45,501,031 225,530,340 174,876,796 55,188,463 - 21,792,684,792Depreciation for the year - 2,341,812,793 9,214,772 27,399,873 23,419,077 14,620,245 - 2,416,466,760Depreciation – disposals - (8,553,882) (567,495) (3,496,373) (4,958,028) (24,838,785) - (42,414,563)Depreciation – transfer - 1,212,732 (1,342,585) 129,853 - - - -December 31, 2008 - 23,626,059,805 52,805,723 249,563,693 193,337,845 44,969,923 - 24,166,736,989Provision for impairmentDecember 31, 2007 - - - - - - - -Addition - 26,460,000 - - - - - 26,460,000December 31, 2008 - 26,460,000 - - - - - 26,460,000Net book valueDecember 31, 2007 291,865,672 38,103,399,626 109,750,846 92,115,240 77,611,084 31,158,751 2,155,773,131 40,861,674,350December 31, 2008 581,408,672 35,891,549,061 109,290,904 70,215,541 95,313,632 57,296,285 17,519,528,779 54,324,602,874Depreciation for the years ended December 31,2008 2,416,466,7602007 2,924,878,620128 Annual Report 2008

Unit : BahtTHE SEPARATE FINANCIAL STATEMENTSFURNITURE,MACHINERY, FIXTURES ANDPOWER/ WATER LEASEHOLD TOOLS AND OFFICE MOTOR CONSTRUCTIONLAND PLANT IMPROVEMENT EQUIPMENT EQUIPMENT VEHICLES IN PROGRESS TOTALCostDecember 31, 2007 - 13,194,433,313 74,872,145 203,156,527 58,259,431 24,416,286 1,685,104,368 15,240,242,070Purchases 65,000,000 51,398,807 1,693,259 5,392,941 7,326,568 15,111,820 8,803,972,368 8,949,895,763Capitalized interest - - - - - - 196,917,221 196,917,221Transferred to spare parts - (3,393,339) - - - - - (3,393,339)Transferred from advancepayment 16,250,000 - - - - - - 16,250,000Transfer - 73,829,692 1,232,112 - - - (75,061,804) -Disposals - (7,944,771) (567,495) (1,465) (1,553,572) (4,326,412) - (14,393,715)December 31, 2008 81,250,000 13,308,323,702 77,230,021 208,548,003 64,032,427 35,201,694 10,610,932,153 24,385,518,000Accumulated depreciationDecember 31, 2007 - 4,783,187,301 8,023,616 142,905,507 46,798,378 15,239,900 - 4,996,154,702Depreciation for the year - 555,585,487 3,914,400 17,757,566 5,703,307 4,854,553 - 587,815,313Depreciation – disposals - (938,616) (567,495) (1,464) (1,543,135) (4,326,407) - (7,377,117)December 31, 2008 - 5,337,834,172 11,370,521 160,661,609 50,958,550 15,768,046 - 5,576,592,898Net book valueDecember 31, 2007 - 8,411,246,012 66,848,529 60,251,020 11,461,053 9,176,386 1,685,104,368 10,244,087,368December 31, 2008 81,250,000 7,970,489,530 65,859,500 47,886,394 13,073,877 19,433,648 10,610,932,153 18,808,925,102Depreciation for the years ended December 31,2008 587,815,3132007 554,274,525As at December 31, 2008 and 2007, cost of property, plant and equipment in the consolidated financial statements that was fullydepreciated but still in use was Baht 6,794.8 million and Baht 4,535.1 million, respectively.THE COMPANYOn June 6, 2006, the Company entered into a Memorandum of Understanding (MOU) with a local company, being an industrialestate owner, whereby, by December 31, 2006, both parties shall enter into an agreement for the sale and purchase of land ofapproximately 31 rais in the amount totaling Baht 81.25 million for the development of a new cogeneration power plant. Advancepayment of Baht 8.1 million was paid on the signing date of the MOU and another Baht 8.1 million was paid on September 30,2006. Under certain conditions of the MOU, the Company shall be granted two options; 1) to terminate the MOU by January 31,2007, and all payments made shall be returned to the Company, or 2) to extend signing the Land Sale and Purchase Agreementuntil December 31, 2007, in the event that the Company fails to sign the agreement within that date, all payments made by theCompany shall be confiscated.On January 3, 2007, the Company sent a notice to exercise the option to extend signing the Land Sale and Purchase Agreement untilDecember 31, 2007. Subsequently, on December 11, 2007, the Company sent the letter requesting to extend the term of the MOUto be until April 30, 2008. Accordingly, the signing of the Land Sale and Purchase Agreement was postponed to be by April 30, 2008.Glow Energy Public Company Limited129

On April 30, 2008, the Company entered into the Land Sale and Purchase Agreement and paid the amount of Baht 56.9 million.The remaining Baht 8.1 million was paid on land title transfer date on May 29, 2008.GLOW IPP COMPANY LIMITEDAll of the land, construction, machinery and equipment of the power plant of Glow IPP Company Limited have been mortgagedand pledged to secure credit facilities obtained from financial institutions (see Note 14).GLOW IPP 3 COMPANY LIMITEDOn December 23, 2005, Glow IPP 3 Company Limited entered into a Land Deposit Agreement with a local company, being anindustrial estate owner, to reserve land of approximately 134 rais at the price as specified in the agreement totaling Baht 268million to be used for the development of a new IPP Project and paid a down payment of Baht 26.8 million. The term of theagreement is 18 months and can be extended for another 6 months with an additional down payment of Baht 8.9 million. In theevent that Glow IPP 3 Company Limited decides not to purchase the land within the term of the agreement, 50 percent of thedown payment shall be returned.On June 29, 2007, Glow IPP 3 Company Limited entered into the Land Purchase and Sale Agreement to purchase 111.3 rais of theabove reserved land at the amount totaling Baht 222.6 million. Baht 44.5 million and Baht 40.0 million were paid on the signingdate and on December 15, 2007, respectively. The remaining amount of Baht 111.3 million is to be paid on March 31, 2008 uponcertain conditions.On May 22, 2008, Glow IPP 3 Company Limited entered into an amendment No. 1 to the above Land Purchase and Sale Agreementto amend the land area from 111.3 rais to 104 rais and the purchase price was reduced to Baht 208 million. On June 27, 2008, theremaining amount of Baht 96.7 million was paid and the land title deed was transferred to Glow IPP 3 Company Limited.12. OTHER NON-CURRENT ASSETS, NETOther non-current assets, net as at December 31, 2008 and 2007 consist of :Unit : BahtCONSOLIDATEDTHE SEPARATE FINANCIALSTATEMENTS2008 2007 2008 2007Deferred right to use grid system 152,829,731 163,767,498 - -Deferred right to use transmission line 133,791,660 140,818,170 - -Deferred land lease 92,501,975 93,530,889 - -Deferred land leasehold right 178,804,659 177,772,227 35,971,691 37,428,736Deferred financial service fee 423,900,899 8,309,436 71,718,705 3,949,200Project development costs - 81,598,954 - -Refundable deposits 23,333,792 21,176,196 5,038,718 4,769,641Others 19,723,954 19,867,613 3,986,761 4,573,070Total other non-current assets, net 1,024,886,670 706,840,983 116,715,875 50,720,647Amortization for the years ended December 31, 32,063,207 47,054,343 5,826,123 20,589,842130 Annual Report 2008

12.1 Deferred right to use grid system represents right to use grid system of Glow SPP 2 Company Limited and Glow SPP 3Company Limited, whereby on September 27, 2000, both subsidiaries handed over and transferred the ownership of certainparts of the grid system to Electricity Generating Authority of Thailand (EGAT) to comply with the power purchase agreement,under the regulation of purchasing electricity from small power producers. The net book value of the transferred parts of thegrid system at the transfer date was Baht 242.8 million.12.2 Deferred right to use transmission line represents the costs paid by Glow IPP Company Limited for construction oftransmission line in order to comply with the power purchase agreement, under the regulation of purchasing electricity fromindependent power producers. The ownership of the transmission line belongs to EGAT and Glow IPP Company Limited hasthe right to use the transmission line over the period of the power purchase agreement of 25 years.12.3 Deferred land lease represents fees paid by Glow SPP 2 Company Limited and Glow SPP 3 Company Limited under the coleaseholdcontract for the land at industrial habour in Map Ta Phut Industrial Estate for a period of 28 years, from December1, 1996 to November 30, 2024 in order to construct power plant project - Phase III. The proprietary rights on construction stillbelong to the subsidiaries after the expiration of the contract. In 2008, part of the land leasehold right of 35 rais was assignedto GHECO-One Company Limited (see Note 22).12.4 Deferred land leasehold right represents the fees which were paid in relation to the assignment of the leasehold right for 57rais of land to the Company, Glow SPP 2 Company Limited, Glow SPP 3 Company Limited and GHECO-One CompanyLimited. On August 30, 2006, Glow IPP 3 Company Limited entered into a Deposit and Lease Option Agreement with a localcompany, as a leasehold right owner, to transfer the leasehold right for land of approximately 62 rais to Glow IPP 3 CompanyLimited at the price totaling Baht 181 million to be used for the development of a new IPP project and a deposit of Baht18.1 million was paid. On January 29, 2007 and March 19, 2007, the transferor issued two letters to reduce the area of theland and the leasehold transfer fee to be 57 rais and Baht 169 million, respectively.On August 9, 2007, Glow IPP 3 Company Limited entered into an Assignment Agreement to assign all rights and obligationsunder the above Deposit and Lease Option Agreement to the Company. The Company is to pay the consideration, consistingof Assignment Fee of Baht 23.1 million and reimbursement of actual rental and utility fee already paid by Glow IPP 3Company Limited to Industrial Estate Authority of Thailand (IEAT) from August 2006 to August 2007. The Company paid theconsideration totaling Baht 27.1 million on August 30, 2007.On August 21, 2007, the Company sent a notice to exercise the lease option and paid the remaining assignment fee to theleasehold right owner of Baht 150.9 million on December 18, 2007.The Company, Glow SPP 2 Company Limited and Glow SPP 3 Company Limited jointly entered into a land lease agreementfor the above land with IEAT on December 19, 2007 (see Note 23.1.9.1).On February 27, 2008, the Company entered into an assignment agreement to assign its rights and obligations under theabove Deposit and Lease Option Agreement to Glow SPP 2 Company Limited and Glow SPP 3 Company Limited which isretroactively effective on December 19, 2007. The rights and obligations of the Company, Glow SPP 2 Company Limited andGlow SPP 3 Company Limited are on a pro rata basis according to amount of land area of 12 rais, 0.259 rais and 44.736 rais,respectively. Subsequently, 44.736 rais of the land was assigned to GHECO-One Company Limited (see Note 22).12.5 Deferred financial service fee of Baht 348.1 million represents the financial fees paid in connection with the project financingof GHECO-One Company Limited.12.6 Project development costs represent costs incurred by Glow IPP 3 Company Limited that were transferred to GHECO-OneCompany Limited in December 2007 in accordance with the Joint Development and Venture Agreement dated March 18,2005. Such costs were capitalized as cost of power plant which is under construction in 2008.Glow Energy Public Company Limited131

13. FINANCE LEASE PAYABLESThe Company and its subsidiaries entered into finance lease agreements for vehicles and office equipment, under which thebalance of minimum lease payments as at December 31, 2008 and 2007 are as follows :Unit : BahtCONSOLIDATEDTHE SEPARATE FINANCIALSTATEMENTS2008 2007 2008 2007Less than 1 year 53,947,728 50,581,193 5,510,134 5,662,533More than 1 year 118,569,512 132,624,013 15,024,477 7,049,709Total minimum lease payment 172,517,240 183,205,206 20,534,611 12,712,242Less : Interest expense (98,236,801) (105,195,841) (2,334,222) (1,192,447)Total minimum lease payment, net 74,280,439 78,009,365 18,200,389 11,519,795Less : Current portion of finance lease payables (32,911,845) (38,537,672) (4,393,413) (5,080,985)41,368,594 39,471,693 13,806,976 6,438,810132 Annual Report 2008

14. LONG-TERM LOANSLong-term loans of the Company and its subsidiaries as at December 31, 2008 and 2007 consist of :TERMS REPAYABLE MATURITY CURRENCY FACILITY 2008 2007COMMENCEMENT DATEDATE USD/YEN BAHT USD/YEN BAHTThe Company1) Loan under Facility Agreement - - Jul. 15, 2015 Baht 3,999,999,996 - 3,999,999,996 - -dated July 15, 20082) Loan under Facility Agreement - - Dec. 30, 2011 YEN 8,100,000,000 8,100,000,000 3,157,444,800 8,100,000,000 2,427,699,600dated October 2, 2007Total in the separate financial statements 7,157,444,796 2,427,699,600Subsidiaries3) Loan under Facility Agreement 33 semi-annual * * Baht 9,960,000,000 - 2,745,000,000 - -dated October 9, 2008 installments4) Loan under Facility Agreement 33 semi-annual * * USD 460,000,000 121,000,000 4,244,970,400 - -dated October 9, 2008 installments5) Loan from overseas 25 semi-annual Jun. 15, 2006 Jun. 15, 2018 USD 217,666,655 165,535,491 5,807,382,305 181,860,490 6,162,342,702commercial banks installments6) Loan from overseas financial 23 semi-annual Jun. 15, 2003 Jun. 15, 2014 USD 61,500,000 36,992,903 1,297,799,807 41,847,646 1,418,007,499institutions (Tranche EIB) installments14,095,152,512 7,580,350,201Total in the consolidated financial statements 21,252,597,308 10,008,049,801Less Current portion of long-term loans in the consolidated financial statements (743,132,975) (717,675,588)20,509,464,333 9,290,374,213* See the attached details below.Glow Energy Public Company Limited133

THE COMPANY’S LOANFacility Agreement dated July 15, 2008On July 15, 2008, the Company entered into a Facility Agreement with a group of financial institutions for a 7-year term loan ofBaht 4,000 million, carrying interest at THBFIX plus a certain percentage per annum. The loan is guaranteed by Glow SPP 1Company Limited, Glow SPP 2 Company Limited and Glow SPP 3 Company Limited. The Facility Agreement stipulates certaincovenants such as the maintenance of tangible net worth, net debt to equity ratio and debt service coverage ratio. The Companyentered into interest rate swap agreements for the loan (see Note 21.3.4).As the financial market disruption, the lenders agreed to temporary apply the interest at BIBOR plus a certain percentage perannum for the period starting from October 13, 2008.Facility Agreement dated October 2, 2007On October 2, 2007, the Company entered into a Facility Agreement with local branch of a foreign bank to obtain a Yen 8,100million loan, carrying interest at JPY LIBOR plus a certain percentage per annum. The loan was drawn down on October 22, 2007and used for prepayment of the Yen loan under the Facility Agreement dated February 16, 2005 (see Note 4.2). The loan isguaranteed by Glow SPP 1 Company Limited, Glow SPP 2 Company Limited and Glow SPP 3 Company Limited.The Yen loan was swapped into Baht loan in the amount of Baht 2,964.6 million under the Cross Currency Rate Swap Agreement(see Notes 21.2.1 and 21.3.1).The Facility Agreement contains normal covenants related to various matters such as the maintenance of tangible net worth and acertain net debt to equity ratio.THE SUBSIDIARIES’ LOANSGHECO-One Company LimitedThe loans in No. 3) and 4) represent loans of GHECO-One Company Limited.On October 9, 2008, GHECO-One Company Limited entered into a Facility Agreement with a group of financial institutions forproject financing of its new 660 MW Coal Fired Power Plant. The loan facilities consist of:- US$ Term Loan Facility of USD 460 million carries interest at LIBOR plus a certain percentage per annum and is repayable in 33semi-annual instalments of a portion specified in the agreement commencing on the date falling 12 months after the ProjectCommercial Operation Date.- Thai Baht Term Loan Facility of Baht 9,960 million carries interest at THBFIX plus a certain percentage per annum and isrepayable in 33 semi-annual instalments of a portion specified in the agreement commencing on the date falling 12 monthsafter the Project Commercial Operation Date.In the event the Market Disruption Event occurs, the interest rate of the loans shall be the cost of funding plus a certainpercentage per annum.On December 29, 2008, GHECO-One Company Limited entered into a VAT Facility Agreement with a local financial institution whichis one of the above financial institutions for a Baht 350 million facility of VAT Advances and VAT Guarantee. The VAT Advances carryinterest at MLR minus a certain percentage per annum and are repayable whenever the VAT is refunded from the RevenueDepartment and within two years after the Project Commercial Operation Date, which is not later than February 9, 2014. As atDecember 31, 2008, the VAT Advances have not been drawn down.The loans are secured by the mortgage of plant and pledge of machinery, bank accounts for the project, all shares of GHECO-OneCompany Limited and the assignment of all rights and obligations under various agreements relating to the project.134 Annual Report 2008

The Facility Agreement contains normal covenants related to various matters, such as the maintenance of debt service coverageratio, the Project Commercial Operation Date, the maintenance of coal stockpile.In addition, no later than one month after the Project Commercial Operation Date, GHECO-One Company Limited shall enter intothe Working Capital Facility Agreement for a Baht 1,600 million loan.GHECO-One Company Limited entered into interest rate swap agreements for the loans in No. 3) and 4) (see Notes 21.3.7 and 21.3.8).Glow IPP Company LimitedThe loans in No. 5) and 6) represent loans of Glow IPP Company Limited.For the loan in No. 5), Glow IPP Company Limited entered into the Loan Transfer Coordination Agreement dated December 12,2005, Comprehensive Amendment Agreement, Amended and Restated Common Terms Agreement and Commercial Bank LoanFacility Agreement dated December 15, 2005 with the overseas commercial banks as the Replacement Finance Parties. In respectto the Commercial Bank Loan Facility Agreement under the Comprehensive Amendment Agreement, the previous ERG FacilityAgreement and the OND Facility Agreement were consolidated and the outstanding principal amounts were fully prepaid. As aconsequence, as of the Amendment Date, total loan under the Commercial Bank Loan Facility Agreement was USD 151.2 million,including new granted loan of USD 8 million, and a further loan commitment of USD 66.5 million was still available. The loancarries interest at LIBOR plus a certain percentage per annum and payable semi-annually.On March 6, 2006 and May 15, 2006, the subsidiary drew down an additional amount of loans of USD 21 million and USD 45.5million, respectively.On March 1, 2006, the Company entered into a Dollar Debt Service Reserve Guarantee agreement with an Offshore CollateralAgent, as agent for the lenders, of Glow IPP Company Limited to guarantee and undertake to the agent for the payments ofAccrual Scheduled Debt Service when due, of which the guarantee facility amount shall not exceed 50 percent of the amountrequired for the Relevant Debt Service Reserve Account on that Repayment Date.For the loan in No. 6), on July 14, 2000, Glow IPP Company Limited entered into loan agreements with a foreign financialinstitution, under the Common Term Agreement, Tranche EIB of USD 70.9 million which carries interest at cost of fund plus a fixedpercentage per annum or fixed interest rate per annum depending on the type of interest rate chosen at the drawdown date.Such type of interest rate is fixed throughout the period of each drawdown, and payable semi-annually. The loan is repayable in24 semi-annual installments in the amounts specified in the agreement from December 2002 to June 2014.On February 5, 2003, Glow IPP Company Limited and the foreign financial institution agreed to reduce the loan facility from USD 70.9million to USD 61.5 million and to change the repayment schedule to be 23 semi-annual installments from June 2003 to June 2014.On December 12, 2005, under the Loan Transfer Scheme, the Tranche EIB was amended only the EIB Guarantors. Glow IPPCompany Limited entered into an EIB Guarantee Facility Agreement with various offshore banks to support its obligations under theEIB Finance Contract for an amount equal to 115 percent of the outstanding principal amount of the EIB Loans from time to time.All loans of Glow IPP Company Limited are secured by the mortgage of all of the land and construction and pledge of machineryand equipment (see Note 11), the pledge of deposits at financial institutions and current investments (see Notes 5 and 6), and theassignment of all rights and obligations under various agreements relating to the project. In addition, the loans are secured by thepledge of all shares of Glow IPP Company Limited, of which 95 percent are owned by Glow Company Limited and 5 percent byother shareholders.The loan agreements contain normal covenants related to various matters, such as the maintenance of certain debt to equityratio, the maintenance of certain debt service coverage ratio, and the project completion period.Glow IPP Company Limited entered into interest rate swap agreements for the USD loan in No. 5) (see Notes 21.3.5 and 21.3.6).Glow Energy Public Company Limited135

On May 8, 2007, Glow IPP Company Limited entered into a Working Capital Facility Agreement with an overseas commercial bank.The facility of Baht Equivalent 600 million carries interest at THBFIX and JPY LIBOR plus a fixed percentage per annum for the loandenominated in Baht and Yen, respectively. The loan is repayable at the end of each Interest Period as specified by Glow IPPCompany Limited but not exceeding six months. As at December 31, 2008, the loan has not been drawn down.15. DEBENTURESDebentures as at December 31, 2008 and 2007 consist of :136 Annual Report 2008Unit : BahtCONSOLIDATED AND THESEPARATE FINANCIAL STATEMENTS2008 2007Debentures No. 1/2551 4,000,000,000 -Less Deferred debentures issue expenses (12,235,963) -Debentures No. 1/2550 2,000,000,000 2,000,000,000Less Deferred debentures issue expenses (6,714,241) (7,516,530)Debentures No. 1/2546 and No. 2/2546 5,800,000,000 8,400,000,000Less Deferred debentures issue expenses (7,839,667) (19,107,401)Current portion of debentures (2,310,000,000) (2,600,000,000)9,463,210,129 7,773,376,069Debentures No. 1/2551On June 5, 2008, the Company issued 4,000,000 units of unsubordinated and guaranteed debentures with a debentureholders’representative in the named-registered certificate at the face value of Baht 1,000 each, totaling Baht 4,000 million. These wereoffered exclusively to institutional and high net-worth investors. The debentures consist of :- 1,500,000 units of Tranche 1, with 7 year term, due for redemption on June 5, 2015 and bearing coupon rate at a certainpercentage per annum, payable semi-annually commencing December 5, 2008.- 2,500,000 units of Tranche 2, with 10-year term, due for redemption on June 5, 2018 and bearing coupon rate at a certainpercentage per annum, payable semi-annually commencing December 5, 2008.The debentures are guaranteed by Glow SPP 1 Company Limited, Glow SPP 2 Company Limited and Glow SPP 3 Company Limitedaccording to the letter of guarantee issued by them in respect of a joint obligation to guarantee and undertake to pay to thedebentureholders’ representative in respect of the debentures.The above debentures stipulate certain covenants such as the maintenance of tangible net worth, the maintenance of a net debtto equity ratio and the maintenance of a debt service coverage ratio.Debentures No. 1/2550On May 21, 2007, the Company issued 2,000,000 units of unsubordinated and guaranteed debentures with a debentureholders’representative in the named-registered certificate at the face value of Baht 1,000 each, totaling Baht 2,000 million. These wereoffered exclusively to institutional or large investors. The debentures have a 10-year term and will be due for redemption on May21, 2017. The debentures have a coupon rate at a certain percentage per annum, payable semi-annually commencing November21, 2007.The debentures are guaranteed by Glow SPP 1 Company Limited, Glow SPP 2 Company Limited and Glow SPP 3 Company Limitedaccording to the letter of guarantee issued by them in respect of a joint obligation to guarantee and undertake to pay to thedebentureholders’ representative in respect of the debentures.

The above debentures stipulate certain covenants such as the maintenance of tangible net worth, the maintenance of a certainnet debt to equity ratio and the maintenance of a certain debt service coverage ratio.Debentures No. 1/2546 and No. 2/2546The Company entered into a Placement Agreement dated June 30, 2003 and amendments to the Placement Agreement datedSeptember 19, 2003, September 26, 2003, and November 17, 2003, respectively, with two local financial institutions to offerguaranteed amortising debentures of Baht 12,300 million, at a price of Baht 1,000 each and to issue the short-term Bills ofExchange in amount of Baht 700 million which was mature on April 1, 2004.On September 30, 2003, the Company issued 6,500,000 units of the debentures at a price of Baht 1,000 each, totaling Baht 6,500million (Debentures No. 1/2546). These were offered by way of private placement to institutional or specific investors. Thedebentures have a maturity of 5 years and the principal is repayable in eight semi-annual instalments commencing April 1, 2005and have a coupon rate at a certain percentage per annum, payable semi-annually commencing April 1, 2004.On December 11, 2003, the Company issued 5,800,000 units of the debentures at a price of Baht 1,000 each, totaling Baht 5,800million (Debentures No. 2/2546). These were offered by way of public offering and private placement to institutional investors. Thedebentures consist of :- 2,310,000 units of Tranche 1 at a price of Baht 1,000 each, totaling Baht 2,310 million, with a term of 5 years 9 months and 20days. The Debentures are repayable on April 1 and October 1, 2009, and have coupon rate at a certain percentage per annum,payable semi-annually commencing April 1, 2004.- 3,490,000 units of Tranche 2 at a price of Baht 1,000 each, totaling Baht 3,490 million, with a term of 7 years. The Debenturesare repayable on December 11, 2010 and have coupon rate at a certain percentage per annum, payable semi-annuallycommencing June 11, 2004.The debentures No. 1/2546 and No. 2/2546 were issued for financial support to Glow SPP 2 Company Limited and Glow SPP 3Company Limited. On September 29, 2003, both subsidiaries issued a letter of guarantee in respect of a joint obligation toguarantee and undertake to pay to the debentureholders representative in respect of the debentures.The above debentures stipulate certain covenants such as the maintenance of tangible net worth, the maintenance of a certaingearing ratio, the maintenance of a certain debt service coverage ratio and keeping of trade-related secured indebtedness within aspecified amount.Under the above Placement Agreement and Amendment Agreements, an amount of Baht 369 million was received by theCompany from both financial institutions for the difference between pricing of debentures and bills of exchange, and BenchmarkPricing. The amount was included in other non-current liabilities in the balance sheets and is being accreted against interestexpense over the term of debentures.16. CORPORATE INCOME TAXCorporate income tax is calculated from net taxable profit after adjusting entries under the Revenue Code and less tax lossescarried forward of each company (if any).17. LEGAL RESERVE17.1 Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside a legal reserveof at least 5 percent of net earnings after deducting accumulated deficit brought forward (if any) until the reserve reaches 10percent of the registered share capital and the reserve is not available for distribution as dividends.Glow Energy Public Company Limited137

17.2 According to the Civil and Commercial Code, subsidiary companies are required to set aside a legal reserve of at least 5percent of net earnings at each dividend payment until the reserve reaches 10 percent of the registered share capital. Suchreserve is not available for distribution as dividends.18. DIVIDEND PAYMENTOn September 12, 2008, the Board of Directors’ meeting of the Company passed a resolution to distribute an interim dividendfrom profit for the six-month period ended June 30, 2008 at Baht 0.6 per share totaling Baht 877.7 million. The dividend was paidon October 9, 2008.The annual general shareholders’ meeting of the Company passed a resolution to distribute dividends as follows :SHAREHOLDERS’MEETING DATEBAHTPER SHAREAMOUNT(MILLION BAHT)DIVIDENDPAYMENT DATEApril 30, 2008 1.654 2,419.6 May 29, 2008 for Baht 1.054 per share andSeptember 7, 2007 for Baht 0.60 per shareApril 25, 2007 1.575 2,304.0 May 25, 2007 for Baht 0.975 per share andSeptember 8, 2006 for Baht 0.60 per share19. PROVIDENT FUND EXPENSEProvident fund contributions made by the Company and its subsidiaries for their employees and recorded as expense in theincome statements for the years ended December 31, 2008 and 2007 are as follows :Unit : Million BahtCOMPANY’S NAME CONSOLIDATED THE SEPARATE FINANCIAL STATEMENTS2008 2007 2008 2007Glow Energy Public Company Limited 2.3 1.7 2.3 1.7Glow SPP 1 Company Limited 0.9 0.9 - -Glow SPP 2 Company Limited 1.3 1.2 - -Glow SPP 3 Company Limited 0.4 0.5 - -Glow IPP Company Limited 0.9 0.7 - -Glow Company Limited 8.8 7.7 - -138 Annual Report 2008

20. PROMOTIONAL PRIVILEGESThe Company and all of subsidiaries have been granted various promotional privileges under the Investment Promotional Act, B.E.2520 by the Board of Investment under the promotion certificates as follows :COMPANY’S NAME CERTIFICATES 1 st INCOME DATE PRIVILEGESNO.DATEDGlow Energy Public Company Limited 1413 / 2537 July 11, 1994 May 1995 a) to g)1392 / 2538 June 23, 1995 January 1996 a) to g)1206 (2) / 2547 March 9, 2004 July 2004 a) to g)1635 (2) / 2547 August 9, 2004 December 2005 a) to g)1609 (2) / 2550 June 18, 2007 - a) to g)2155 / อ. / 2550 November 16, 2007 - a) to b)Glow Company Limited 1479 / 2546 September 4, 2003 - a)Glow SPP 1 Company Limited 1032 / 2539 January 22, 1996 September 1997 a) to g)1532 / 2539 July 24, 1996 July 1998 a) to g)Glow SPP 2 Company Limited 1744 / 2539 November 6, 1996 August 1997 a) to g)Glow SPP 3 Company Limited 1222 / 2536 November 5, 1993 July 1994 a) to g)1552 / 2540 August 22, 1997 August 1999 a) to g)Glow IPP Company Limited 1526 / 2542 November 30, 1999 January 2003 a) to d)Glow Demin Water Company Limited 1213 / 2542 May 21, 1999 May 1999 a) to g)1235 (2) / 2549 March 2, 2006 July 2006 a) to g)GHECO-One Company Limited 1969 (2) / 2551 July 25, 2008 - a) to g)Subject to certain imposed conditions, the privileges include the following :a) Permission to own land in order to carry on the promoted activities as the Board may deem appropriate.b) Exemption of import duty on machinery, materials and supplies imported for production for domestic sales as approved bythe Board.c) Exemption of corporate income tax on net profit for a period of eight years commencing from the date of earning operatingincome. In cases where the business incurs a loss during that period of exemption, the loss incurred in such period can betaken as a deduction from net profit of the years after the period of exemption, not exceeding 5 years.d) Exemption of income tax on dividends paid from the profit of the promoted operation for a period of eight years.e) An allowance of fifty percent of the normal rate of corporate income tax on net profit for a period of five years after the expirydate of the corporate income tax exemption period as described in c) above.f) Permission to deduct double the cost of transportation, electricity and water supply for corporate income tax purpose for aperiod of ten years commencing from the date of earning operating income.g) Permission to deduct the cost of installation or construction of public utilities at the rate of twenty-five percent in addition tonormal depreciation charges.As Glow SPP 3 Company Limited sold its Phase 1 water plant to the Company in June 2007, therefore, on November 16, 2007,Glow SPP 3 Company Limited transferred the remaining privileges under the promotion certificate No. 1222/2536 dated November5, 1993 to the Company.Glow Energy Public Company Limited139

All the Company’s sales are domestic sales, which are allocated to promoted and non-promoted activities as follows :THE SEPARATE FINANCIAL STATEMENTSUnit : Baht2008 2007PROMOTEDACTIVITIESNON-PROMOTEDACTIVITIES TOTALPROMOTEDACTIVITIESNON-PROMOTEDACTIVITIES TOTALRevenues fromthe sales of goods 7,159,117,468 3,666,459,010 10,825,576,478 9,287,273,470 1,310,632,458 10,597,905,92821. DISCLOSURE OF FINANCIAL INSTRUMENTS21.1 CREDIT RISKCredit risk is the risk arising from the inability of a counterparty of the Company and its subsidiaries to meet the terms of afinancial instrument, causing the Company and subsidiaries to incur a financial loss. It is the policy of the Company and itssubsidiaries to enter into financial instrument contracts only with creditworthy counterparties. Although the Company and itssubsidiaries are subject to significant concentrations of credit risk, as almost all sales are made to Electricity GeneratingAuthority of Thailand (EGAT) and companies in the petrochemical industry, the Company and its subsidiaries do not expectto incur material credit losses on their risk management or other financial instruments.As at December 31, 2008 and 2007, the maximum exposure to credit risk in the event the counterparties fail to perform theirobligations is the carrying amount of the financial assets as stated in the balance sheets.21.2 FOREIGN CURRENCY RISKThe exposure to foreign currency risk relates primarily to purchases of equipment, repairs and maintenance of power plantsand loans denominated in foreign currencies. In order to hedge the foreign currency risk, the Company and its subsidiariesentered into currency swap agreements and forward foreign exchange contracts, of which the details are as follows:21.2.1 On February 16, 2005, the Company entered into a cross currency interest rate swap agreement with a financialinstitution to swap the Company’s long-term loan of Yen 8,100 million for a Baht 2,964.6 million loan. The term of theagreement is from February 18, 2005 to December 30, 2011. On September 4, 2007 and April 2, 2008, the Companyand the financial institution agreed to amend the swap agreement (see Note 21.3.1).21.2.2 On January 23, 2007, the Company entered into forward foreign exchange contracts with three financial institutions forthe USD amount of the Offshore Supply Contract for construction of new 115 MW CFB Power Plant. The outstandingbalance of the forward contracts as at December 31, 2008 is as follows :Unit : MillionVALUE DATECONTRACT AMOUNTUSDBAHTMay 4, 2009 - March 1, 2010 20.2 720.5140 Annual Report 2008

As the payment term of the construction has been extended, therefore in December 2008, the Company entered intoforward foreign exchange contracts with one of the above financial institutions for the extended payment term asfollows :Unit : MillionVALUE DATECONTRACT AMOUNTUSDBAHTJanuary 5, 2009 10.5 373.521.2.3 In June 2008, the Company entered into forward foreign exchange contracts with three financial institutions for part ofthe USD and EUR amount of the Offshore Supply Contract for construction of new combined cycle cogenerationPower Plant. The outstanding balance of the forward contracts as at December 31, 2008 are as follows :Unit : MillionVALUE DATECONTRACT AMOUNTEUR USD BAHTApril 1, 2009 - October 1, 2009 - 26.5 885.3May 4, 2010 - November 1, 2010 - 20.0 679.9May 10, 2010 30.0 - 1,570.1April 16, 2009 - November 10, 2011 35.1 - 1,864.1In addition, on August 5, 2008, the Company entered into forward foreign exchange contracts with another financialinstitution for part of the USD amount of the Onshore Construction Contract for construction of the above new PowerPlant, which are as follows :Unit : MillionVALUE DATECONTRACT AMOUNTUSDBAHTFebruary 2, 2009 - December 1, 2009 18.3 617.921.2.4 In July 2008, GHECO-One Company Limited entered into forward foreign exchange contracts with three financialinstitutions for the USD amount of the Procurement Contract for construction of its new 660 MW Coal Fired PowerPlant, which are as follows :Unit : MillionVALUE DATECONTRACT AMOUNTUSDBAHTJuly 30, 2010 100 3,451.7October 29, 2010 - March 31, 2011 30 1,032.8May 31, 2011 - September 30, 2011 40 1,394.8November 30, 2011 64 2,262.1All the above forward foreign exchange contracts are guaranteed by the Company.Glow Energy Public Company Limited141

21.2.5 On November 11, 2008, Glow Company Limited entered into a forward foreign exchange contract with a financialinstitution amounting to USD 37.8 million at an strike price of Baht 35.06 / USD 1, for the payment of an acquisition ofa foreign subsidiary in March 2009.21.2.6 As at December 31, 2008, Glow IPP Company Limited has outstanding forward foreign exchange contracts with afinancial institution amounting to CHF 11.4 million at an average strike price of Baht 30.51/CHF 1, for payment of thespare parts used for major maintenance which will be due in January 2009.As at December 31, 2008 and 2007, the Company and its subsidiaries have net current liabilities in foreign currencieswhich are not hedged against foreign exchange rate risk as follows :Unit : MillionFOREIGN CURRENCIES 2008 2007USD 13.7 3.1EUR 2.9 0.4CHF 8.6 0.521.3 INTEREST RATE RISKInterest rate risk is the risk whereby future movements in market interest rates will have an effect on the operating resultsand cash flows of the Company and its subsidiaries. Financial instruments of the Company and its subsidiaries with floatinginterest rates comprise deposits at financial institutions, and long-term loans. In order to hedge interest rate risks of long-termloans, the Company and its subsidiaries entered into interest rate swap agreements, of which the details are as follows :21.3.1 On February 16, 2005, the Company entered into a cross currency interest rate swap agreement with a financialinstitution (same agreement in Note 21.2.1) to swap interest at JPY LIBOR plus a certain percentage per annum forTHB-THBFIX plus a certain percentage per annum. The term of the agreement is from February 18, 2005 to December30, 2011.On September 4, 2007, the Company and the financial institution agreed to amend the swap agreement by swappinginterest at JPY LIBOR plus a certain percentage per annum for a certain percentage per annum. The amended swapagreement is effective on February 18, 2008 until December 30, 2011. Subsequently, on April 2, 2008, the swappedpercentage per annum was amended to two different percentages per annum (i.e. a certain percentage per annum forFebruary 18, 2008 to August 18, 2009 and another percentage per annum for August 18, 2009 to December 30, 2011).21.3.2 On April 9, 2008, the Company entered into an interest rate swap agreement with a financial institution to swapcoupon rate at a certain percentage per annum of the Company’s debenture No. 2/2546 Tranche 2 of Baht 3,490million for two different percentages per annum (i.e. a certain percentage per annum for June 11, 2008 to June 10,2009 and another percentage per annum for June 11, 2009 to December 11, 2010).21.3.3 On May 16, 2008, the Company entered into an interest rate swap agreement with a financial institution to swapcoupon rate at a certain percentage per annum of the Company’s debenture No. 1/2550 of Baht 800 million for twodifferent percentages per annum (i.e. a certain percentage per annum for May 21, 2008 to May 21, 2010 and anotherpercentage per annum for May 21, 2010 to May 21, 2017).142 Annual Report 2008

21.3.4 On August 21, 2008 and September 11, 2008, the Company entered into interest rate swap agreements with fivefinancial institutions to swap interest at THBFIX of the Company’s long-term loan of Baht 4,000 million for fixedpercentages per annum for the period from October 15, 2008 to July 15, 2015.21.3.5 On December 9, 2005, Glow IPP Company Limited entered into three interest rate swap agreements with three foreignbanks for the USD loan at the notional amount totaling USD 64.27 million, swapping interest at LIBOR for a certainpercentage per annum. The interest rate swap agreements are effective on December 15, 2008 and mature on June15, 2018.21.3.6 On November 3, 2008, Glow IPP Company Limited entered into an interest rate swap agreement with a financialinstitution for the USD loan at the notional amount of USD 174.1 million, swapping interest at LIBOR for a certainpercentage per annum. The interest rate swap agreement is effective on June 16, 2008 and mature on December 16,2013. As at December 31, 2008, the outstanding balance of the notional amount is USD 101.3 million.21.3.7 In November 2008, GHECO-One Company Limited entered into ten interest rate swap agreements with six financialinstitutions for its USD facility at the notional amount totaling USD 453.6 million, swapping interest at LIBOR for acertain percentage per annum. The interest rate swap agreement is effective in November 2008 and mature in October2028. As at December 31, 2008, the outstanding balance of the notional amount is USD 120.9 million.21.3.8 In November 2008, GHECO-One Company Limited entered into six interest rate swap agreements with two localfinancial institutions for its Baht facility at the notional totaling Baht 9,825 million, swapping interest at THBFIX for acertain percentage per annum. The interest rate swap agreement is effective in November 2008 and mature in October2021. As at December 31, 2008, the outstanding balance of the notional amount is Baht 2,880.4 million.In addition, other financial instruments of the Company and its subsidiaries, which have fixed interest rates, are deposits atfinancial institutions, current investments, debentures and long-term loan.21.4 FAIR VALUE OF FINANCIAL INSTRUMENTSThai Accounting Standard No. 48, “Financial Instruments Disclosure and Presentation”, requires certain fair value disclosures.Considerable judgement is necessarily required in estimation of fair value. Accordingly, the estimates presented herein arenot necessarily indicative of the amount that could be realized in a current market exchange. The use of different marketassumptions and/or estimation methodologies may have a material effect on the estimated fair value. The followingmethods and assumptions were used by the Company and its subsidiaries in estimating fair value of financial instruments.Cash and cash equivalents, current investments, trade accounts receivable, advance to related parties, interest receivablefrom related parties, other current assets, trade accounts payable, finance lease payables, advance from related parties,other current liabilities and long-term loans with floating interest rate; the carrying values approximate their fair values.Long-term loans bearing fixed interest rates; the fair values are calculated based on the discounted cash flow method usingcurrent average interest rate over the remaining period of the loan agreement. As at December 31, 2008, fair value of theTranche EIB loan of Glow IPP Company Limited is Baht 1,465.4 million which its carrying value is Baht 1,297.8 milion. As atDecember 31, 2007, the carrying value of the loan approximates its fair value as such interest rate approximates the currentmarket rate.Glow Energy Public Company Limited143

As at December 31, 2008 and 2007, the carrying values of currency swap agreements, interest rate swap agreements, forwardforeign exchange contracts and debentures compared to their fair values, are as follows :Unit : MillionDECEMBER 31, 2008CONSOLIDATEDCONTRACT AMOUNTFAIR VALUEASSET (LIABILITY)YEN CHF EUR USD BAHT USD EUR BAHTCross currency interest rateswap agreement 8,100.0 - - - 2,964.6 - - (177.0)Forward foreign exchangecontracts- CHF / Baht - 11.4 - - 347.6 0.9 - -- USD / Baht - - - 367.3 12,744.3 1.8 - -- EUR / Baht - - 65.1 - 3,434.3 - (5.5) -Interest rate swap agreements- Note 21.3.2 - - - - 3,490.0 - - (47.2)- Note 21.3.3 - - - - 800.0 - - (18.7)- Note 21.3.4 - - - - 4,000.0 - - (706.1)- Note 21.3.5 - - - 64.3 - (19.6) - -- Note 21.3.6 - - - 101.3 - (6.3) - -- Note 21.3.7 - - - 120.9 - (42.1) - -- Note 21.3.8 - - - - 2,880.4 - - (1,041.1)DECEMBER 31, 2008THE SEPARATE FINANCIAL STATEMENTSCONTRACT AMOUNTFAIR VALUEASSET (LIABILITY)Unit : MillionYEN EUR USD BAHT USD EUR BAHTCross currency interest rateswap agreement 8,100.0 - - 2,964.6 - - (177.0)Forward foreign exchangecontracts- USD / Baht - - 95.5 3,277.1 1.9 - -- EUR / Baht - 65.1 - 3,434.3 - (5.5) -Interest rate swap agreements- Note 21.3.2 - - - 3,490.0 - - (47.2)- Note 21.3.3 - - - 800.0 - - (18.7)- Note 21.3.4 - - - 4,000.0 - - (706.1)144 Annual Report 2008

DECEMBER 31, 2007Unit : MillionCONSOLIDATEDTHE SEPARATE FINANCIAL STATEMENTSCONTRACT AMOUNT FAIR VALUEASSET (LIABILITY)CONTRACT AMOUNT FAIR VALUEASSET (LIABILITY)YEN CHF USD BAHT USD BAHT YEN USD BAHT USD BAHTCross currency interest rateswap agreement 8,100.0 - - 2,964.6 - (624.8) 8,100.0 - 2,964.6 - (624.8)Forward foreign exchangecontracts- CHF / USD - 37.7 32.9 - 0.4 - - - - - -- USD / Baht - - 122.4 4,375.0 (7.2) - - 94.9 3,393.2 (5.5) -Interest rate swap agreements- Note 21.3.5 - - 64.3 - (10.4) - - - - - -DECEMBER 31, 2008Unit : MillionDECEMBER 31, 2007CONSOLIDATED AND THE SEPARATEFINANCIAL STATEMENTSCONSOLIDATED AND THE SEPARATEFINANCIAL STATEMENTSCARRYING VALUE FAIR VALUE CARRYING VALUE FAIR VALUEBAHT BAHT BAHT BAHTDebentures 1/2551 Tranche 1 1,500.0 1,500.0 - -Debentures 1/2551 Tranche 2 2,500.0 2,500.0 - -Debentures 1/2550 2,000.0 1,928.3 2,000.0 1,813.4Debentures 1/2546 - - 2,600.0 2,585.1Debentures 2/2546 Tranche 1 2,310.0 2,315.2 2,310.0 2,322.2Debentures 2/2546 Tranche 2 3,490.0 3,505.0 3,490.0 3,510.6The fair value of debentures is determined by the last bid price on the Thai Bond Dealing Center on the last business day ofthe year.Glow Energy Public Company Limited145

22. TRANSACTIONS WITH RELATED PARTIESA portion of the company’s business is represented by transactions with its related parties which have the same group ofshareholders and directors. The financial statements reflect the effects of those transactions occur in the normal course ofbusiness based on the basis determined by the Company and its related parties.Significant balances and transactions between the Company and its related parties are as follows :Unit : BahtAS AT DECEMBER 31,ACCOUNT NAME/ RELATIONSHIP CONSOLIDATED THE SEPARATE FINANCIALCOMPANY’S NAMESTATEMENTS2008 2007 2008 2007Trade accounts receivable from related partiesGlow SPP 1 Company Limited Subsidiary - - 23,926,129 -Glow SPP 2 Company Limited Subsidiary - - 23,278,707 21,858,255Glow SPP 3 Company Limited Subsidiary - - 116,289,338 11,569,119Suez Energy Asia Company Limited Related company 1,076,332 1,222,490 - -Emerald Energy Corporation Related company 562,700 - - -1,639,032 1,222,490 163,494,174 33,427,374Advances to related partiesGlow SPP 2 Company Limited Subsidiary - - 443,370 951,712Glow SPP 3 Company Limited Subsidiary - - 5,381 168,812,262Glow IPP Company Limited Subsidiary - - 3,580 -GHECO-One Company Limited Subsidiary - - - 66Suez-Tractebel S.A. Related company 2,297,209 2,767,890 1,146,344 2,767,890Suez Energy Asia Company Limited Related company 5,320,702 - 4,886,867 -7,617,911 2,767,890 6,485,542 172,531,930Interest receivable from related partiesGlow SPP 1 Company Limited Subsidiary - - 1,497,205 1,844,384Glow SPP 2 Company Limited Subsidiary - - 5,855,839 7,099,657Glow SPP 3 Company Limited Subsidiary - - 19,246,547 21,789,603- - 26,599,591 30,733,644Long-term loans to related partiesGlow SPP 1 Company Limited Subsidiary - - 690,000,000 850,000,000Glow SPP 2 Company Limited Subsidiary - - 1,359,951,197 1,499,951,198Glow SPP 3 Company Limited Subsidiary - - 3,369,732,863 3,665,048,802- - 5,419,684,060 6,015,000,000Trade accounts payable to related partiesGlow SPP 2 Company Limited Subsidiary - - 34,931,508 30,747,578Glow SPP 3 Company Limited Subsidiary - - 23,594,673 58,810,723- - 58,526,181 89,558,301146 Annual Report 2008

AS AT DECEMBER 31,Unit : BahtACCOUNT NAME/COMPANY’S NAMERELATIONSHIP CONSOLIDATED THE SEPARATE FINANCIALSTATEMENTS2008 2007 2008 2007Advances from related partiesGlow SPP 1 Company Limited Subsidiary - - 21,336 1,178,177Glow SPP 2 Company Limited Subsidiary - - 80,580 50,104Glow SPP 3 Company Limited Subsidiary - - 45,229 -Glow Company Limited Subsidiary - - 20,379,220 33,709,280Glow IPP 2 Holding Company Limited Subsidiary - - - 1,000,000Suez-Tractebel S.A. Related company 20,348,362 12,773,152 11,077,960 5,057,744Suez Energy Asia Company Limited Related company 3,000,000 7,277,233 - 4,117,478Suez University Related company - 347,642 - -23,348,362 20,398,027 31,604,325 45,112,783Advance received from a related partyGHECO-One Company Limited Subsidiary - - 251,238,795 -- - 251,238,795 -FOR THE YEARS ENDED DECEMBER 31,Unit : BahtACCOUNT NAME/COMPANY’S NAMERELATIONSHIP CONSOLIDATED THE SEPARATE FINANCIALSTATEMENTS2008 2007 2008 2007SalesGlow SPP 1 Company Limited Subsidiary - - 48,801,231 -Glow SPP 2 Company Limited Subsidiary - - 82,012,035 65,726,165Glow SPP 3 Company Limited Subsidiary - - 132,644,660 99,644,013Interest incomeGlow SPP 1 Company Limited Subsidiary - - 25,334,137 30,600,000Glow SPP 2 Company Limited Subsidiary - - 49,465,197 53,998,243Glow SPP 3 Company Limited Subsidiary - - 124,732,422 131,941,757GHECO-One Company Limited Subsidiary - - 43,633,973 -Service incomeSuez Energy Asia Company Limited Related company 6,060,569 5,730,842 - -Emerald Energy Corporation Related company 562,700 - - -Sale of spare partsGlow SPP 1 Company Limited Subsidiary - - 1,404,290 123,387Glow SPP 2 Company Limited Subsidiary - - 4,834,691 1,794,028Glow SPP 3 Company Limited Subsidiary - - 510,333 2,323,509Glow IPP Company Limited Subsidiary - - 3,346 17,646Glow Demin Water Company Limited Subsidiary - - 11,657 8,370Glow Energy Public Company Limited147

Unit : BahtFOR THE YEARS ENDED DECEMBER 31,ACCOUNT NAME/ RELATIONSHIP CONSOLIDATED THE SEPARATE FINANCIALCOMPANY’S NAMESTATEMENTS2008 2007 2008 2007Assignment of land leasehold rightGHECO-One Company Limited Subsidiary - - 1,894,630 -PurchasesGlow SPP 2 Company Limited Subsidiary - - 166,844,294 182,336,920Glow SPP 3 Company Limited Subsidiary - - 117,886,102 391,889,994Service expensesSuez-Tractebel S.A. Related company 14,913,227 8,463,567 12,524,556 4,308,107Suez Energy Asia Company Limited Related company (614,040) 4,168,640 (562,878) 4,117,478Suez University Related company - 347,642 - -South Sathorn Company Limited Related company 340,000 - - -Capitalized service expenseSouth Sathorn Company Limited Related company 60,834,697 9,179,545 - -Management feesGlow Company Limited Subsidiary - - 139,570,093 113,206,229Suez-Tractebel S.A. Related company - (444,056) - -Purchase of spare partsGlow SPP 1 Company Limited Subsidiary - - 116,594 156,979Glow SPP 2 Company Limited Subsidiary - - 4,993,958 1,274,940Glow SPP 3 Company Limited Subsidiary - - 2,090,901 9,400,095Glow IPP Company Limited Subsidiary - - 172,034 288,568Glow Demin Water Company Limited Subsidiary - - 4,539 -Purchase of water plant and related assetsGlow SPP 3 Company Limited Subsidiary - - - 505,920,153Dividend incomeGlow Company Limited Subsidiary - - 686,660,216 497,388,490Glow SPP 2 Company Limited Subsidiary - - 98,830,695 222,369,064Glow SPP 3 Company Limited Subsidiary - - 1,445,184,340 2,934,609,017Capitalized interest expenseHemaraj Land and Development Related company 29,410,701 - - -Public Company Limited148 Annual Report 2008

No interest is charged on advances with related parties.The Company and the related companies have determined prices of sales and purchases of electricity, steam and water to andfrom related companies based on average selling price charged to industrial customers of the Company and related companies.Service expenses are determined based on the amounts stipulated in the agreements.Management fees are determined based on the cost related to rendering services to the Company and its subsidiaries plus acertain margin.Sale of spare parts is determined based on cost plus a certain margin.On June 25, 2007, the Company purchased phase 1 water plant together with assets used for its operations, i.e. furniture, officeequipment, tools and equipment, and spare parts, from Glow SPP 3 Company Limited. The assets were priced at Baht 513 million,determined based on an agreed price for water plant, net book value for furniture, office equipments, and tools and equipment,and cost for spare parts. In December 2007, a reduction of Baht 7.1 million was adjusted to the price as a result of actual costsubsequently incurred.GHECO-One Company Limited entered into four loan agreements to obtain short-term loans from Glow Company Limited,Hemaraj Land and Development Public Company Limited and the Company. The loans carry interest at MLR minus a certainpercentage per annum and are repayable within 365 days from the first drawdown date or on the effective of Financial ClosingDate, whichever is earlier for loans from Glow Company Limited and Hemaraj Land and Development Public Company Limited,and within 365 days from the first drawdown date for loan from the Company. The loan agreements are detailed as follows:Unit : Million BahtAGREEMENT DATE LENDER LOAN FACILITY LOAN AMOUNTMarch 28, 2008 Glow Company Limited 500 442April 4, 2008 Hemaraj Land and Development Public Company Limited 238 238June 5, 2008 Hemaraj Land and Development Public Company Limited 1,020 1,020June 5, 2008 Glow Energy Public Company Limited 2,000 2,000The loans were repaid in full on December 4, 2008 which is the Financial Closing Date of GHECO-One Company Limited.Assignment of land leasehold right under land option agreementOn October 17, 2007, the Company, Glow SPP 2 Company Limited and Glow SPP 3 Company Limited entered into a land optionagreement with GHECO-One Company Limited to grant an option to GHECO-One Company Limited to acquire the leasehold rightof approximately 32 rais of land at the price of Baht 96 million for construction and operation of 660 MW coal fired power plantunder the Thai Independent Power Producer Program. The exercise of the option shall be within December 31, 2008. On February8, 2008, GHECO-One Company Limited sent a notice to exercise the option. GHECO-One Company Limited agreed to acquire theleasehold right of 35 rais of the land and paid the assignment fee totaling Baht 114.5 million to Glow SPP 2 Company Limited andGlow SPP 3 Company Limited upon Financial Closing Date, which is on December 4, 2008. GHECO-One Company Limited wasadded as co-lessee of the lease agreement dated December 6, 1996 on April 11, 2008 (see Note 23.1.9.1).Assignment of land leasehold right under coal storage land lease option agreementOn October 17, 2007, the Company and GHECO-One Company Limited entered into a coal storage land lease option agreement togrant an option to GHECO-One Company Limited to acquire the leasehold right of 44.7 rais of land at the price totalingapproximately Baht 136.9 million. The exercise of the option shall be within March 31, 2009. On February 8, 2008, GHECO-OneCompany Limited sent a notice to exercise the option.Glow Energy Public Company Limited149

On February 27, 2008, the Company entered into an assignment agreement to assign to Glow SPP 2 Company Limited and GlowSPP 3 Company Limited its rights and obligations under the above coal storage land lease option agreement and the Deposit andLease Option Agreement as described in Note 12.4. The assignment agreement is retroactively effective on December 19, 2007.GHECO-One Company Limited agreed to pay the assignment fee of Baht 1.9 million and Baht 144.7 million to the Company andGlow SPP 3 Company Limited, respectively. GHECO-One Company Limited was added as co-lessee of the lease agreement datedDecember 19, 2007 on April 11, 2008 (see Note 23.1.9.1).Shared facilities agreementsThe Company, Glow SPP 2 Company Limited and Glow SPP 3 Company Limited entered into Shared Facilities Agreements toprovide and allow the use of their facilities to GHECO-One Company Limited in operating its new power plant for a period of 25years commencing from the date that will be agreed later. On December, 4, 2008, shared facilities fees totaling Baht 1,253.8million were paid by GHECO-One Company Limited detailed as follows :COMPANY’S NAME AGREEMENT DATE FEES (BAHT)Glow Energy Public Company Limited March 14, 2008 163,072,795Glow SPP 2 Company Limited March 14, 2008 28,955,184Glow SPP 3 Company Limited January 21, 2008 1,061,750,682The fees are recorded as advance received in the balance sheet and will be recognized as income over the agreement period.In addition, GHECO-One Company Limited shall pay the annual fees to the Company, Glow SPP 2 Company Limited and Glow SPP3 Company Limited in the amount stipulated in the agreement.Emission credit assignment agreementOn August 20, 2008, the Company and Glow SPP 3 Company Limited entered into an Emission Credit Assignment Agreement withGHECO-One Company Limited whereby GHECO-One Company Limited shall pay the fees for the emission reduction equipments tothe Company and Glow SPP 3 Company Limited of USD 2.5 million and USD 7.5 million, respectively. The fees were paid onDecember 4, 2008 and recorded as advance received in the balance sheet and will be recognized as income over agreementperiod.In addition, GHECO-One Company Limited shall pay the annual fees to the Company and Glow SPP 3 Company Limited in theamount stipulated in the agreement.150 Annual Report 2008

23. COMMITMENTS AND CONTINGENT LIABILITIESThe Company and its subsidiaries have commitments and contingent liabilities as follows :23.1 COMMITMENTS23.1.1 Significant power purchase agreementsThe Company and its subsidiaries entered into Power Purchase Agreements (PPAs) with the Electricity GeneratingAuthority of Thailand (EGAT). Each of the agreements is effective commencing from the month in which electricitywas sold to EGAT. The Company and its subsidiaries have provided letters of guarantee issued by banks toguarantee their performance as specified in the PPAs as below :COMPANY’S NAME DATE OF NUMBER OF AGREEMENT BANKAGREEMENT AGREEMENTS TERM GUARANTEEYEARS MILLION BAHTGlow Energy Public Company Limited January 7, 1998 2 21 326.2Glow SPP 1 Company Limited February 1, 1996 2 23 199.3Glow SPP 2 Company Limited December 23, 1997 2 25 217.4Glow SPP 3 Company Limited December 23, 1997 2 25 455.8Glow IPP Company Limited November 19, 1997 1 25 Not requiredGHECO-One Company Limited September 10, 2008 1 25 330.023.1.2 Power, steam and water supply agreements among the group of companiesOn December 25, 2006, Glow SPP 1 Company Limited, Glow SPP 2 Company Limited, Glow SPP 3 Company Limitedand the Company jointly entered into Back-up Agreements for supply of electricity, steam, clarified water anddemineralized water among them. Such agreements shall be effective for the period of 25 years starting fromJanuary 1, 2004.23.1.3 Gas supply agreements23.1.3.1 The Company and its subsidiaries entered into Gas Supply Agreements with PTT Public Company Limited(PTT) detailed as follows :COMPANY’S NAME DATE OF NUMBER OF TERM / RENEWAGREEMENT AGREEMENTS YEARSGlow Energy Public Company Limited November 22, 1999 1 21/ 4Glow SPP 1 Company Limited October 1, 1998 1 21/ 4Glow SPP 2 Company Limited September 28, 1999 1 21/ 4Glow IPP Company Limited December 12, 1997 1 25Under the agreements, the Company and its subsidiaries are committed to purchase gas at a specifiedquantity and price starting from the Gas Commercial Utilization Date.23.1.3.2 On February 19, 2008, the Company entered into a Gas Supply Agreement and its SupplementaryAgreement with PTT to purchase gas for its new cogeneration power plant (Phase 5) at a quantity andprice as stipulated in the Agreement for a period of 10 years starting from the Gas Commercial UtilizationDate.23.1.3.3 On September 7, 2005, the Company entered into a Memorandum of Purchase of Natural Gas with PTT topurchase gas for power plant expansion project 1 and 2 of the Company at a quantity and price asstipulated in the Memorandum for a period of not less than 15 years starting from December 1, 2004 (GasCommercial Utilization Date of Expansion Project 1).Glow Energy Public Company Limited151

On February 19, 2008, the Company entered into a Gas Supply Agreement with PTT to supersede theabove Memorandum. The Agreement is for a period of 15 years starting from February 1, 2008, renewablefor another 4 years.23.1.3.4 On January 15, 2004, Glow SPP 3 Company Limited entered into a Gas Supply Agreement with PTT topurchase gas at the quantity and price as stipulated in the Agreement for a period of 5 years starting fromJanuary 1, 2004.On January 15, 2007, Glow SPP 3 Company Limited and PTT agreed to terminate the above Gas SupplyAgreement and entered into a new Gas Supply Agreement to purchase gas at the quantity and price asstipulated in the Agreement for a period of 5 years starting from November 1, 2006.On July 27, 2007, Glow SPP 3 Company Limited, PTT and the Company entered into an assignmentagreement to assign all rights and obligations under the Gas Supply Agreement to the Company, wherebythe assignment was effective starting from June 25, 2007.23.1.3.5 On October 31, 2008, the Company entered into a Gas Supply Agreement with PTT to purchase gas for itssteam generation process at the quantity and price as stipulated in the agreement for a period of 5 yearsstarting from the First Utilization Date which shall be during May 1, 2010 to July 31, 2010.23.1.4 Coal supply agreements23.1.4.1 Glow SPP 3 Company Limited is committed under Coal Supply Agreement dated December 17, 1997,Amendment No.1 dated April 8, 1999, Amendment No.2 dated September 6, 2002 and Amendment No. 3dated December 15, 2006 to purchase coal from a local company at a specified quantity and price untilDecember 31, 2014, renewable for another 10 years.23.1.4.2 Glow SPP 3 Company Limited entered into a coal supply agreement dated November 22, 2007 with anoverseas company to purchase coal at the quantity and price as stipulated in the agreement for theperiod of 3 years commencing from January 1, 2008 to December 31, 2010.23.1.4.3 On September 22, 2008, Glow SPP 3 Company Limited entered into a coal supply agreement with anoverseas company to purchase coal at the quantity and price as stipulated in the agreement for theperiod from January 1, 2009 to June 30, 2010.23.1.4.4 On October 16, 2007, GHECO-One Company Limited entered into three of Head of Agreements for CoalSupply Agreements with overseas companies to agree that they will enter into Coal Supply Agreements inthe case that the GHECO-One Company Limited is awarded a Power Purchase Agreement (PPA) with EGAT.These Head of Agreements were terminated on October 1, 2008.23.1.4.5 GHECO-One Company Limited entered into two coal supply and transportation agreements dated August15, 2008 and August 25, 2008 with two overseas companies to purchase coal at the quantity and price asstipulated in the agreements for the period of 4 years each commencing from the Commercial OperationDate.23.1.5 Woodchips supply agreementsGlow SPP 3 Company Limited entered into an agreement for purchase and sale of woodchips dated August 18, 2008with a local company to purchase woodchips at the quantity and price as stipulated in the agreement for theperiod from January 1, 2009 to December 31, 2012.152 Annual Report 2008

23.1.6 Back-up power purchase agreementsGlow SPP 2 Company Limited, Glow SPP 3 Company Limited and the Company entered into Back-up PowerPurchase Agreements with EGAT to purchase back-up power at the quantity and price as stipulated in theagreements. The agreements are for a period of 1 year, renewable every year and are detailed as follows :COMPANY’S NAME AGREEMENT DATE EFFECTIVE DATE NUMBER OFAGREEMENTGlow Energy Public Company Limited February 2, 2004 October 1, 2003 2Glow SPP 2 Company Limited March 22, 2002 January 1, 2001 2Glow SPP 3 Company Limited February 2, 2004 October 1, 2003 2On September 30, 2004, Glow SPP 1 Company Limited, Glow SPP 2 Company Limited, Glow SPP 3 Company Limitedand the Company jointly entered into an agreement with EGAT to settle the dispute regarding the interconnectionof the power and steam systems of the Group. Under the agreement, Glow SPP 2 Company Limited, Glow SPP 3Company Limited and the Company agreed to purchase additional back-up power from EGAT at a quantity specifiedin the agreement. Subsequently, on February 2, 2005, Glow SPP 2 Company Limited, Glow SPP 3 Company Limitedand the Company made amendments to the Back-up Power Purchase Agreements with EGAT to revise the quantityof back-up power and to purchase the back-up power over the periods as follows :COMPANY’S NAME PROJECT PERIOD UP TOGlow Energy Public Company Limited 1 March 31, 20172 September 30, 2017Glow SPP 2 Company Limited 1 March 28, 20242 April 25, 2024Glow SPP 3 Company Limited 1 August 31, 20242 March 19, 2025In the event the PPAs are terminated before the above date, the back-up power purchase agreements will beconsequently terminated.23.1.7 Pipe rack agreements23.1.7.1 On August 30, 2007, the Company entered into an agreement with PTT Public Company Limited for rightof use of structure for piping of PTT for its pipeline system for a period of 15 years commencing January 1,2007 to December 31, 2021. The right of use fee, which is calculated following the calculation formulastipulated in the agreement, is to be paid semi-annually, of which the amount is approximately Baht 0.2million, increase by 3 percent every year.23.1.7.2 On September 1, 2004, the Company entered into a pipe rack agreement to lease the space in the pipingsupport system from a local company for a period from June 1, 2005 to December 31, 2020, with anannual rental of Baht 4.5 million adjusted every year by 5 percent.23.1.7.3 On September 29, 2005, Glow SPP 3 Company Limited entered into an agreement with PTT PublicCompany Limited for right of use of structure for piping of PTT for its pipeline system for a period of 15years commencing September 1, 2005 to August 31, 2020. The right of use fee, which is calculatedfollowing the calculation formula stipulated in the agreement, is to be paid semi-annually, of which theamount is approximately Baht 0.3 million, increase by 3 percent every year.23.1.7.4 Glow SPP 1 Company Limited entered into a pipe rack agreement dated May 28, 1999, superseded thepipe rack usage agreement dated September 25, 1998, to lease the space in the piping support systemfrom a local company for a period of 15 years from October 1, 1998 to September 30, 2013. The right ofGlow Energy Public Company Limited153

154 Annual Report 2008use fee of Baht 8.6 million was paid and recorded as deferred right of pipe rack usage. In addition, GlowSPP 1 Company Limited is liable to pay a semi-annual rental fee of approximately Baht 3 million, increaseby 5 percent every year. On September 1, 2002 and September 28, 2006, Glow SPP 1 Company Limitedentered into amendments No.1 and No.2, respectively, to the pipe rack agreement to lease more spaceand extend the period for another 8 years.23.1.8 Construction and development23.1.8.1 As at December 31, 2008 and 2007, the Company and its subsidiaries have outstanding commitments inrespect of construction and improvement as follows :Unit : Million BahtCOMPANY’S NAME COMMITMENTS AMOUNT2008 2007Glow Energy Public Company Limited Construction of new warehouse 735.7 520.2and transmission line, and Improvementof power plant systemGlow SPP 2 Company Limited Improvement of power plant system 1.2 -Glow SPP 3 Company Limited Improvement of power plant system 12.8 5.5Glow IPP Company Limited Improvement of power plant system 5.0 19.0GHECO-One Company Limited Engineering service for new 660 MW 86.8 -Coal Fired Power Plant construction23.1.8.2 On August 7, 2000, Glow SPP 3 Company Limited entered into a joint agreement with the Industrial EstateAuthority of Thailand (IEAT) to develop an area to construct a shipping berth at Map Ta Phut IndustrialEstate. The construction of the dedicated berth for use in handling of coal, other raw materials andnecessary goods has been completed and it commenced the operation on December 7, 2001. Glow SPP 3Company Limited has the right to utilize this area for a period of 30 years, with the following benefits paidto IEAT :- Right of way fee for coal conveyor construction at Baht 1.3 million per annum, adjusted every 10 yearsby 10 percent.- Water front fees of Baht 23.6 million payable within 1 year, and fees of Baht 9.9 million per annumpayable from 2001 to 2030.- Fee payable at a rate stipulated in the agreement for actual shipments made through the berth, and,from 2002, a minimum of at least an amount equivalent to 500,000 tons per year being shippedthrough the berth is to be paid.In addition, the ownership of the dedicated berth will be transferred to IEAT in the fifteenth year from thedate of commencing the operations, without any compensation.23.1.8.3 On January 22, 2007, the Company entered into Offshore Supply Contract and Onshore ConstructionContract with an overseas company for construction of a new 115 MW CFB Power Plant, of which thecontract prices are USD 124.9 million and Baht 1,584.5 million, respectively. As at December 31, 2008, theCompany had outstanding commitments of USD 13.0 million and Baht 392.2 million.23.1.8.4 On April 18, 2008, the Company entered into Offshore Supply Contract and Onshore ConstructionContract with a consortium of an overseas company and a local company for construction of a newcombined cycle cogeneration Power Plant, of which total contract prices are USD 157.4 million, EUR 80.7million and Baht 1,481.7 million. As at December 31, 2008, the Company had outstanding commitmentsof USD 69.0 million, EUR 66.2 million and Baht 1,018.6 million.

23.1.8.5 On May 15, 2008, GHECO-One Company Limited entered into Procurement Contract and Engineering,Procurement and Construction Contract with an overseas company for construction of a new 660 MWCoal Fired Power Plant, of which the contract prices are USD 660.5 million and Baht 4,935.9 million,respectively. As at December 31, 2008, GHECO-One Company Limited had outstanding commitments ofUSD 564.7 million and Baht 4,072.1 million.23.1.9 Lease agreements23.1.9.1 The Company and its subsidiaries entered into land lease agreements with the Industrial Estate Authorityof Thailand (IEAT) for the construction of power plants and power substation and to operate electricityand steam generation business as follows :COMPANY’S NAME DATE OF TERM/ LEASE/ GUARANTEEAGREEMENT RENEW YEAR CASH BANKGUARANTEEYEARS MILLION MILLION MILLIONBAHT BAHT BAHTGlow Energy Public Company Limited, December 19, 2007 30 7.6 7.6 7.6Glow SPP 2 Company Limited andGlow SPP 3 Company LimitedGlow Energy Public Company Limited June 5, 2007 13 1.0 1.0 1.0Glow Energy Public Company Limited April 4, 1994 26 / 20 0.5 0.5 0.5Glow SPP 2 Company Limited August 13, 1998 28 0.5 0.5 0.5(started September 30, 1996)Glow SPP 2 Company Limited December 6, 1996 28 30.9 - 46.4and Glow SPP 3 Company LimitedLease agreement dated December 19, 2007On April 11, 2008, the Company, Glow SPP 2 Company Limited, Glow SPP 3 Company Limited and GHECO-One Company Limited entered into an addendum attached to the lease agreement to add GHECO-OneCompany Limited as a co-lessee of the lease agreement (see Notes 12.4 and 22).Lease agreement dated December 6, 1996On July 11, 2003, Glow SPP 2 Company Limited, Glow SPP 3 Company Limited and the Company enteredinto an addendum attached to the lease agreement to add the Company as a co-lessee of the leaseagreement.On April 11, 2008, the Company, Glow SPP 2 Company Limited, Glow SPP 3 Company Limited and GHECO-One Company Limited entered into an addendum attached to the lease agreement to add GHECO-OneCompany Limited as a co-lessee of the lease agreement (see Note 22).23.1.9.2 On March 17, 2008, the Company entered into an agreement with IEAT for the right of use of the land forlaying its underground power transmission line for a period from January 2, 2008 to November 30, 2024,with an annual fee of Baht 0.2 million, adjusted by 10 percent every 5 years.23.1.9.3 On January 23, 2007, the Company and Glow SPP 3 Company Limited jointly entered into an agreementwith IEAT for right of use of the land for laying their power transmission line for a period of 30 yearscommencing January 15, 1996 to November 30, 2024, renewable for another 20 years, with an annual feeof approximately Baht 2.2 million, adjusted by 10 percent every 10 years. The fee for the period fromJanuary 15, 1996 to January 14, 2008 of Baht 27.2 million was paid in January 2007.Glow Energy Public Company Limited155

23.1.9.4 On February 15, 2005, Glow SPP 3 Company Limited entered into a land lease agreement with PTT PublicCompany Limited to lease the land where its network of power transmission line systems are erected fora period of 20 years starting from January 1, 2005 to December 31, 2024 with an annual rental fee of Baht5.4 million, adjusted every year by 2 percent after the tenth year of the lease agreement.23.1.9.5 On June 1, 2007, Glow Company Limited entered into two agreements with a company for lease andservice of building space for a period of 2 years commencing June 1, 2007 to May 31, 2009 with amonthly fee of Baht 1.5 million.23.1.9.6 As at December 31, 2008 and 2007, the Company and its subsidiaries had outstanding commitments inrespect of software license, lease of vehicles, and other services agreements totaling approximately Baht166.2 million and Baht 146.5 million, respectively.23.1.10 Maintenance service agreements23.1.10.1 On April 20, 2004, the Company and Glow SPP 2 Company Limited entered into the Long Term Parts andLong Term Service Agreements (LTSAs) with a local company in order for provision of parts andmaintenance services of Gas Turbine Units and their associated equipment. The term of the LTSAs isdetermined by the number of hours that such Cover Unit is operated (Factored-Fired Hour) and numberof Major Inspection as specified in the agreements. The provision of services commenced in January 2005.The contract prices consist of a fixed Thai Baht monthly fee and variable monthly fee in both USD andBaht currency as specified in the agreements. These prices are subject to escalation in accordance withthe terms of the LTSAs.23.1.11 Support service agreements23.1.11.1 On May 3, 2005, the Company and six subsidiaries (“Glow Group”) jointly entered into Support ServicesAgreement and Engineering Services Agreement with Suez-Tractebel S.A. (“Suez”), whereby Suez shallprovide consulting services in respect of engineering, operational, financial and auditing system,investment, project finance, insurance, etc. The service fee shall be in Euro currency. The serviceagreements will be determined in the hourly rate depend on the type of services. The term of theagreements is 5 years from the execution date, automatically renewed for successive one-year termunless termination is notified by either party. Nevertheless, the agreements shall be terminated on thedate that Suez holds directly or indirectly less than 25 percent of the shares of Glow Group.23.1.11.2 On July 11, 2000, Glow IPP Company Limited entered into a technical support agreement with Suez-Tractebel S.A. for the operation and maintenance of its facility. Glow IPP Company Limited has to pay anannual fixed service fee and monthly variable service fees based on actual costs incurred. The agreementwill be terminated when each party has notified of the termination in written form.23.1.12 Utilities agreementsGlow IPP Company Limited entered into a utility agreement with a local company for the service on basicinfrastructure, purchase of raw water, potable water, process waste water and other services for the period of 25years commencing from the commercial operation date, which was January 31, 2003. Glow IPP Company Limitedhas to pay service fees as specified in the agreement.23.1.13 Purchase of spare partsIn 2007, Glow IPP Company Limited issued purchase orders to an overseas supplier to purchase spare parts to beused for major maintenance in 2008 and 2009 in the amount totaling CHF 54.7 million. An advance payment of CHF12.9 million was paid in 2007. The remaining amount shall be paid when the parts are ready for delivery and afterreceipt of the parts. The outstanding commitment as at December 31, 2008 is CHF 0.5 million.156 Annual Report 2008

23.1.14 Acquisition of a foreign subsidiaryOn October 29, 2008, the extraordinary general shareholders’ meeting No. 1/2008 of the Company passed aresolution for the Company to enter into the transaction in accordance with the Related Party Transaction under theNotification No.Tor.Chor. 21/2551 announced by Capital Market Supervisory Board which approved the executionand deliver all relevant transaction documents in connection with the Glow Company Limited’s acquisition ofshares in and subsequent restructuring of Houay Ho Thai Company Limited and Houay Ho Power CompanyLimited and the financing of such acquisition.On December 19, 2008, Glow Company Limited entered into a Sale and Purchase Agreement to purchase thefollowing shares :1) 4,296,810 ordinary shares (49 percent of the issued shares) of Houay Ho Thai Company Limited (HHTC) fromSuez Energy Asia Company Limited at the price of USD 1.3 million, being subject to adjustment under certainconditions in the agreement.2) 300,000 ordinary shares (60 percent of the issued shares) of Houay Ho Power Company Limited (HHPC), acompany operates a 150 MW hydro power plant in Laos, from Stopper Finance B.V., a company registered inNetherlands, at the price of USD 37.8 million.The transactions shall be completed upon all conditions as stipulated in the agreement have been fulfilled,provided that the completion date shall not be earlier than January 1, 2009.On the same date, Glow Company Limited entered into another Sale and Purchase Agreement to sell 25,000ordinary shares of HHPC to HHTC at the price of USD 3.2 million. As a result, Glow Company Limited and HHTC shallown 55 percent and 25 percent, respectively, in HHPC.On January 15, 2009, Glow Company Limited entered into a Subscription Agreement to agree that it will subscribefor the increased shares in HHTC in an amount sufficient for HHTC to :- repay loan in full to Suez Tractebel S.A. on the date which is not later than March 31, 2010. The loan price onMarch 31, 2009 is USD 10.0 million.- pay the purchase price of USD 3.2 million above to Glow Company Limited.The allotment of the increased shares shall be on a pro rata basis in accordance with the intended ownership ofHHTC shares, being 49 percent owned by Glow Company Limited.23.1.15 Facility AgreementOn December 18, 2008, the Company entered into a Facility Agreement with a local financial institution for a Baht3,000 million loan, repayable on the date which is 7 years after the date of the first drawdown and carrying interestat THBFIX plus a certain percentage per annum. The loan is guaranteed by Glow SPP 1 Company Limited, Glow SPP2 Company Limited and Glow SPP 3 Company Limited. The Facility Agreement stipulates certain covenants such asthe maintenance of tangible net worth, net debt to equity ratio and debt service coverage ratio. As at December 31,2008, the loan has not been drawn down.Glow Energy Public Company Limited157

23.2 CONTINGENT LIABILITIES23.2.1 Letters of guaranteeAs at December 31, 2008 and 2007, there were outstanding letters of guarantee issued by banks on behalf of theCompany and its subsidiaries in respect of certain performance bonds as required in the normal course of businessof the Company and its subsidiaries as follows :Unit : Million BahtCOMPANY’S NAMEAMOUNT2008 2007Glow Energy Public Company Limited 439.0 812.2Glow SPP 1 Company Limited 203.3 203.3Glow SPP 2 Company Limited 240.6 240.6Glow SPP 3 Company Limited 489.2 489.0Glow IPP Company Limited 6.8 6.8Glow Company Limited 0.4 -Glow IPP 2 Holding Company Limited and another shareholder - 330.0GHECO-One Company Limited 330.0 -Glow Energy Public Company Limited and six subsidiaries 2.0 2.0158 Annual Report 2008The above bank guarantee of Glow IPP 2 Holding Company Limited of Baht 330 million is guaranteed by theCompany in the amount not exceeding Baht 214.5 million and was returned on October 9, 2008.The above bank guarantee of GHECO-One Company Limited of Baht 330 million is guaranteed by the Company inthe amount not exceeding Baht 214.5 million.23.2.2 Others23.2.2.1 Glow IPP 3 Company Limited has an obligation under the Land Purchase and Sale Agreement dated June29, 2007 and Amendment No. 1 dated May 22, 2008 (see Note 11), to purchase approximately 4 rais ofthe land at the price of Baht 2 million per rai in the event that the land will not be used for EGAT powerline installation. In case EGAT still has not made decision until the end of 2012, Glow IPP 3 CompanyLimited shall enter into the Land Purchase and Sale Agreement within 90 days from the end of 2012.In addition, Glow IPP 3 Company Limited shall be responsible for the cost of engineering expenses andconstruction of raw water pipeline, and process waste water facility and waste water collection pipelinesystem in excess of the standard capacity.23.2.2.2 Glow IPP Company Limited has performed an offline water wash at a 1-3 month interval and EGAT hasduly paid for the Availability Payment during the period of such operations. The Availability Paymentduring the offline water wash operations, received from EGAT starting from the commercial operation dateup to May 2005, was approximately Baht 30 million. However, EGAT has made a new interpretation of thePPA and has argued that EGAT is not entitled to pay the Availability Payment. Accordingly, EGAT has notpaid for the Availability Payment since invoice of June 2005 up to December 2008 totaling Baht 40.6million. Glow IPP Company Limited has sent a letter to EGAT requesting for payment of the over duebalance with interest. EGAT has refused to pay.Glow IPP Company Limited believes that it is clearly stated in paragraph 22 of Schedule 2 of the PPA thata reduction in output or availability due to offline water washing during the allowed transient period shallnot result in deductions from the Full Availability Payment.

Due to the difference interpretation as aforementioned, both parties agreed to bring the matter toarbitration in an amicable manner. If Glow IPP Company Limited loses the case in arbitration, it will loseavailability payment on a recurrent basis of approximately Baht 30 million per year until the PPA isterminated.24. FINANCIAL INFORMATION BY SEGMENTThe Company’s and its subsidiaries’ operations involve a single industry segment, the production and distribution of electricity,steam and water for industrial use and being carried on in the single geographic area being Thailand. As a result, revenues,operating profits and identifiable assets as reflected in these financial statements pertain to the aforementioned industry segmentand geographic area.25. ACCOUNTING STANDARDS ANNOUNCED BUT NOT EFFECTIVEThe Federation of Accounting Professions issued Notifications of Federation of Accounting Professions No. 86/2551 datedNovember 12, 2008 regarding the following accounting standards that were announced in the Royal Gazette, but were not ineffect in 2008 :TAS 36TAS 54(Revised 2007) Impairment of Assets(Revised 2007) Non-current Assets Held for Sale and Discontinued OperationsThe accounting standards will supersede previously issued accounting standards when they become effective. The managementhas assessed the impact of these accounting standards, when they are effective, for financial periods beginning on or after January1, 2009 and does not expect them to have a material effect on the Company’s financial statements.26. CAPITAL MANAGEMENTThe Company and its subsidiaries’ (“Group Company”) objectives in respect of managing capital are as follows:- To safeguard the Group Company’s ability to continue as a going concern so that it can continue to provide returns toshareholders and benefits to other stakeholders and,- In order to provide adequate returns to shareholders, the projects invested by the Companies in the Group shall be prudentlyconsidered on the appropriate risk level.The Group Company undertakes the capital management by setting a target to maintain the credit rating of the Group Companyby not less than A minus following the principle of Credit Rating performed by TRIS. The Group Company manages its capital inrelation to the proportional risk and manages the capital structure by separate funding to each type of project. The funding ofIndependent Power Producer Project (IPP) is separately managed from other projects in term of Project Financing. For theCogeneration project, Group Company’s source of fund shall pass through Glow Energy Public Company Limited by raising fundand grants the loan to the companies in the group for their projects.Monitoring the capital of the Cogeneration project is considered based on the financial ratio of Group Company’s performanceexcluding Independent Power Producer’s operating result. The financial ratios comprised Debt to Equity Ratio, Debt ServiceCoverage Ratio and Interest Coverage Ratio.Monitoring the capital of the Independent Power Producer is in accordance with the covenant on financial ratio stipulated in aloan agreement of each project.Glow Energy Public Company Limited159

27. EVENT AFTER BALANCE SHEET DATEOn January 20, 2009, the Board of Directors’ meeting of the subsidiaries passed a resolution to distribute an interim dividend asfollows :COMPANY’S NAME BAHT PER SHARE AMOUNT(MILLION BAHT)DIVIDENDPAYMENT DATEGlow SPP 1 Company Limited 1.16 249.4 January 22, 2009Glow SPP 2 Company Limited 0.60 296.5 January 22, 2009Glow SPP 3 Company Limited 1.62 1,194.5 January 22, 200928. APPROVAL OF THE FINANCIAL STATEMENTSThese financial statements have been authorized for issue by Finance Executive Management on January 30, 2009.160 Annual Report 2008