Information Memorandum of Glow Energy Public ... - Investor Relations

Attachment 4Account name/ Company’s name Relationship As at December 31,Unit : BahtConsolidatedfinancial statementsThe Separatefinancial statements2010 2009 2010 2009Trade accounts receivable from related partiesGlow SPP 2 Company Limited Subsidiary - - 18,213,626 29,181,470Glow SPP 3 Company Limited Subsidiary - - 11,265,037 9,645,607GHECO-One Company Limited Subsidiary - - 1,240,658 -GDF Suez Energy Asia CompanyLimitedRelated company 74,650 1,429,557 - -74,650 1,429,557 30,719,321 38,827,077Short-term loans to related partiesGlow SPP 2 Company Limited Subsidiary - - - 848,755Glow SPP 3 Company Limited Subsidiary - - - 26,976Glow Company Limited Subsidiary - - - 400,000,000Suez-Tractebel S.A. Related company - 312,121 - -GDF Suez Energy Asia CompanyLimitedGDF Suez Energy Europe &InternationalRelated company 1,060 10,119 - -Related company 1,291,905 1,094,154 1,279,249 1,094,154Electrabel S.A. Related company 9,750,338 - - -Hemaraj Land and Development PublicCompany LimitedRelated company - 232,058,040 - -11,043,303 233,474,434 1,279,249 401,969,885Interest receivable from related partiesGlow SPP 1 Company Limited Subsidiary - - 1,713,468 1,497,206Glow SPP 2 Company Limited Subsidiary - - 3,802,501 4,286,857Glow SPP 3 Company Limited Subsidiary - - 17,698,231 18,551,830Glow Company Limited Subsidiary - - - 1,476,712Hemaraj Land and Development PublicCompany LimitedRelated company - 5,336,063 - -- 5,336,063 23,214,200 25,812,605Long-term loans to related partiesGlow SPP 1 Company Limited Subsidiary - - 690,000,000 690,000,000Glow SPP 2 Company Limited Subsidiary - - 872,951,197 1,162,951,197Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 4 of 18

Attachment 4Account name/ Company’s name Relationship As at December 31,Consolidatedfinancial statementsThe Separatefinancial statements2010 2009 2010 2009Glow SPP 3 Company Limited Subsidiary - - 2,496,732,863 3,180,732,863- - 4,059,684,060 5,033,684,060Trade accounts payable to related partiesGlow SPP 1 Company Limited Subsidiary - - 1,577,718 2,848,035Glow SPP 2 Company Limited Subsidiary - - 82,665,224 106,207,802Glow SPP 3 Company Limited Subsidiary - - 129,078,353 239,092,380Electrabel S.A. Related company 214,052,560 - - -214,052,560 - 213,321,295 348,148,217Advances from related partiesGlow SPP 1 Company Limited Subsidiary - - 71,795 1,630Glow SPP 2 Company Limited Subsidiary - - 1,835,295 3,646,996Glow SPP 3 Company Limited Subsidiary - - 1,748,863 17,642,073Glow Company Limited Subsidiary - - 24,019,360 22,355,588Glow IPP Company Limited Subsidiary - - 21,957 37,108Suez-Tractebel S.A. Related company 11,319,310 8,108,662 4,714,946 4,881,760Tractebel Engineering S.A. Related company - 1,905,203 - 1,905,203Suez-Tractebel Energy HoldingsCooperatieve U.AGDF Suez Energy Asia CompanyLimitedRelated company 3,993,640 4,264,220 3,993,640 4,264,220Related company 11,913,353 13,829,329 11,348,517 10,619,35127,226,303 28,107,414 47,754,373 65,353,929Long-term loans from a related partySuez-Tractebel S.A. Related company 1,603,722,338 1,828,426,478 - -1,603,722,338 1,828,426,478 - -Advance received from a related partyGHECO-One Company Limited Subsidiary - - 249,681,156 251,238,795- - 249,681,156 251,238,795SalesGlow SPP 1 Company Limited Subsidiary - - - (11,173,070)Glow SPP 2 Company Limited Subsidiary - - 91,609,811 74,407,999Glow SPP 3 Company Limited Subsidiary - - 59,073,634 66,292,390Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 5 of 18

Attachment 4Account name/ Company’s name Relationship As at December 31,Consolidatedfinancial statementsThe Separatefinancial statements2010 2009 2010 2009GHECO-One Company Limited Subsidiary - - 1,159,494 -Interest incomeGlow SPP 1 Company Limited Subsidiary - - 25,826,605 24,840,000Glow SPP 2 Company Limited Subsidiary - - 41,413,895 47,948,540Glow SPP 3 Company Limited Subsidiary - - 114,822,710 125,640,391Glow Company Limited Subsidiary - - 3,501,918 11,180,822Hemaraj Land and Development PublicCompany LimitedRelated company 2,398,781 5,336,063 - -Service incomeGHECO-One Company Limited Subsidiary - - 1,557,639 -GDF Suez Energy Asia Company Limited Related company 1,615,927 5,967,776 - -Sale of spare partsGlow SPP 1 Company Limited Subsidiary - - 276,611 473,656Glow SPP 2 Company Limited Subsidiary - - 2,392,907 1,491,607Glow SPP 3 Company Limited Subsidiary - - 1,043,939 952,173Glow IPP Company Limited Subsidiary - - 69,829 -Glow Demin Water Company Limited Subsidiary - - - 6,778GHECO-One Company Limited Subsidiary - - 2,872 -Houay Ho Power Company Limited Subsidiary - - - 207,851PurchasesGlow SPP 1 Company Limited Subsidiary - - 3,577,304 7,311,208Glow SPP 2 Company Limited Subsidiary - - 190,951,038 143,509,954Glow SPP 3 Company Limited Subsidiary - - 593,377,971 479,446,562Service expensesGlow SPP 1 Company Limited Subsidiary - - 401,287 -Glow SPP 3 Company Limited Subsidiary - - 14,028,444 -Suez-Tractebel S.A. Related company 1,538,981 759,164 258,762 221,557Suez-Tractebel Energy HoldingsCooperatieve U.A.Related company 3,993,640 4,264,220 3,993,640 4,264,220Tractebel Engineering S.A. Related company 5,387,410 13,064,311 5,477,854 13,064,311GDF Suez Energy Asia Company Limited Related company 5,975,568 14,158,159 - 2,907,424Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 6 of 18

Attachment 4Account name/ Company’s name Relationship As at December 31,Management feesConsolidatedfinancial statementsThe Separatefinancial statements2010 2009 2010 2009Glow Company Limited Subsidiary - - 218,912,000 176,518,803Purchase of spare partsGlow SPP 1 Company Limited Subsidiary - - 151,574 14,877Glow SPP 2 Company Limited Subsidiary - - 5,055,460 4,457,426Glow SPP 3 Company Limited Subsidiary - - 2,794,385 1,483,576Glow IPP Company Limited Subsidiary - - 64,625 221,827Purchase of coal and limestoneGlow SPP 3 Company Limited Subsidiary - - 470,480,795 20,837,640Electrabel S.A. Related company 876,868,648 - - -Dividend incomeGlow Company Limited Subsidiary - - 1,399,730,443 198,075,063Glow SPP 2 Company Limited Subsidiary - - - 405,205,852Glow SPP 3 Company Limited Subsidiary - - 597,244,551 1,489,424,678Interest expenseSuez-Tractebel S.A. Related company 2,781,521 2,681,447 - -Loan agreementsOn May 21, 2009, the Company entered into a loan agreement to lend a short-term loan of Baht 500 million to GlowCompany Limited. The loan is subject to interest at MLR minus a certain percentage per annum and repayable within12 months after the first drawdown date. The loan was drawn down on May 27, 2009 and repaid on March 25, 2010.On May 6, 2009, Glow Company Limited entered into a loan agreement to lend a short-term loan of Baht 300 millionto Hemaraj Land and Development Public Company Limited for the acquisition of the increased shares in HHTC. Theloan is subject to interest at MLR minus a certain percentage per annum and repayable within 12 months after the firstdrawdown date. The loan of Baht 232.1 million was drawn down on May 28, 2009 and repaid on April 9, 2010.Shared facilities agreementsThe Company, Glow SPP 2 Company Limited and Glow SPP 3 Company Limited entered into Shared FacilitiesAgreements to provide and allow the use of their facilities to GHECO-One Company Limited in operating its newpower plant for a period of 25 years commencing from the date that will be agreed later. On December, 4, 2008, sharedfacilities fees totaling Baht 1,253.8 million were paid by GHECO-One Company Limited detailed as follows:Company’s Name Agreement Date Fees (Baht)The Company March 14, 2008 163,072,795Glow SPP 2 Company Limited March 14, 2008 28,955,184Glow SPP 3 Company Limited January 21, 2008 1,061,750,682Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 7 of 18

Attachment 4The fees are recorded as advance received in the balance sheet and will be recognized as incomeover the agreement period. The commencement date for the shared facilities agreement made between GHECO-OneCompany Limited and the Company is October 2, 2010.In addition, GHECO-One Company Limited shall pay the annual fees to the Company, Glow SPP 2 Company Limited andGlow SPP 3 Company Limited in the amount stipulated in the agreements.Emission credit assignment agreementOn August 20, 2008, the Company and Glow SPP 3 Company Limited entered into an Emission Credit Assignment Agreementwith GHECO-One Company Limited whereby GHECO-One Company Limited shall pay the fees for the emission reductionequipments to the Company and Glow SPP 3 Company Limited of USD 2.5 million and USD 7.5 million, respectively. The feeswere paid on December 4, 2008 and recorded as advance received in the balance sheet and will be recognized as income overagreement period.In addition, GHECO-One Company Limited shall pay the annual fees to the Company and Glow SPP 3 Company Limitedin the amount stipulated in the agreement.In addition, the Company and its six subsidiaries, comprising of Glow Co., Ltd., Glow SPP 1 Co., Ltd., Glow SPP 2Co., Ltd., Glow SPP 3 Co., Ltd., Glow IPP Co., Ltd., and Glow Demin Water Co., Ltd. (“Glow Group”) jointlyentered into Support Services Agreement and Engineering Services Agreement on February 9, 2009 (Superseded theagreements dated May 3, 2005) with SUEZ-Tractebel S.A. (“SUEZ”), whereby, SUEZ shall provide consulting servicesin respect of engineering, operational, financial and auditing system, investment, project finance, insurance, etc. Theservice fee is based on reference market rate and shall be in Euro currency. The service agreements will be determinedin the hourly rate depend on the type of services. The term of the agreements is 2 years from July 11, 2008,automatically renewed for successive one-year term unless termination is notified by either party. Nevertheless, theagreements shall be terminated on the date that GDF SUEZ S.A. (the ultimate shareholder) holds directly or indirectlyless than 25 percent of the shares of Glow Group.Related Party Transaction during Q1 2011The detail of related party transaction during the first quarter of 2011 could be shown below.Unit : Thousand BahtAccount name/ Company’s name Relationship Consolidatedfinancial statementsThe Separatefinancial statementsMarch 31, December31,March 31, December31,2011 2010 2011 2010Trade accounts receivable from relatedpartiesGlow SPP 1 Company Limited Subsidiary - - 43,266 -Glow SPP 2 Company Limited Subsidiary - - 78,051 18,213Glow SPP 3 Company Limited Subsidiary - - 26,418 11,265GHECO-One Company Limited Subsidiary - - 702 1,241IPR-GDF Suez Asia Co., Ltd. Related - 74 - -company(formerly GDF Suez Energy AsiaCompany Limited)- 74 148,437 30,719Short-term loans to related partiesGlow SPP 1 Company Limited Subsidiary - - 25 -Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 8 of 18

Attachment 4Account name/ Company’s name Relationship Consolidatedfinancial statementsThe Separatefinancial statementsMarch 31, December31,March 31, December31,2011 2010 2011 2010Houay Ho Power Company Limited Subsidiary - - 28 -Suez-Tractebel S.A.Related 2,833 - - -companyGDF Suez Energy Europe & Related - 1,292 - 1,279InternationalcompanyIPR-GDF Suez Asia Co., Ltd. Related - 1 - -company(formerly GDF Suez Energy AsiaCompany Limited)Electrabel S.A.Relatedcompany1,218 9,750 - -4,051 11,043 53 1,279Interest receivable from related partieGlow SPP 1 Company Limited Subsidiary - - 8,723 1,713Glow SPP 2 Company Limited Subsidiary - - 8,382 3,803Glow SPP 3 Company Limited Subsidiary - - 12,896 17,698- - 30,001 23,214Long-term loans to related partiesGlow SPP 1 Company Limited Subsidiary - - 690,000 690,000Glow SPP 2 Company Limited Subsidiary - - 872,951 872,951Glow SPP 3 Company Limited Subsidiary - - 2,496,733 2,496,733- - 4,059,684 4,059,684Trade accounts payable to relatedpartiesGlow SPP 1 Company Limited Subsidiary - - 295 1,578Glow SPP 2 Company Limited Subsidiary - - 62,605 82,665Glow SPP 3 Company Limited Subsidiary - - 105,498 129,078Electrabel S.A.Related - 214,053 - -company- 214,053 168,398 213,321Advances from related partiesGlow SPP 1 Company Limited Subsidiary - - 114 72Glow SPP 2 Company Limited Subsidiary - - 1,305 1,835Glow SPP 3 Company Limited Subsidiary - - 3,315 1,749Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 9 of 18

Attachment 4Account name/ Company’s name Relationship Consolidatedfinancial statementsThe Separatefinancial statementsMarch 31, December31,March 31, December31,2011 2010 2011 2010Glow Company Limited Subsidiary - - 24,567 24,019Glow IPP Company Limited Subsidiary - - - 22Suez-Tractebel S.A.Related 12,150 11,319 5,058 4,715companyGDF Suez Energy Asia, Turkey andSouthern Africa B.V.Related 4,068 3,994 4,068 3,994companyIPR-GDF Suez Asia Co., Ltd.Related 11,881 11,913 11,348 11,348company(formerly GDF Suez Energy AsiaCompany Limited)Tractebel Engineering S.A.Relatedcompany661 - 661 -28,760 27,226 50,436 47,754Long-term loans from a related partySuez-Tractebel S.A.Relatedcompany1,611,453 1,603,722 - -1,611,453 1,603,722 - -Advance received from a related partyGHECO-One Company Limited Subsidiary - - 248,141 249,681- - 248,141 249,681SalesGlow SPP 1 Company Limited Subsidiary - - 40,435 -Glow SPP 2 Company Limited Subsidiary - - 72,947 22,530Glow SPP 3 Company Limited Subsidiary - - 24,689 10,588GHECO-One Company Limited Subsidiary - - 1,813 -Interest incomeGlow SPP 1 Company Limited Subsidiary - - 7,010 6,125Glow SPP 2 Company Limited Subsidiary - - 8,809 11,040Glow SPP 3 Company Limited Subsidiary - - 24,948 30,195Glow Company Limited Subsidiary - - - 3,502Hemaraj Land and DevelopmentPublic Company LimitedRelatedcompany- 2,203 - -Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 10 of 18

Attachment 4Account name/ Company’s name Relationship Consolidatedfinancial statementsThe Separatefinancial statementsMarch 31, December31,March 31, December31,2011 2010 2011 2010Service incomeGHECO-One Company Limited Subsidiary - - 1,541 -IPR-GDF Suez Asia Co., Ltd.Related 38 850 - -company(formerly GDF Suez Energy AsiaCompany Limited)Sale of spare partsGlow SPP 1 Company Limited Subsidiary - - 117 192Glow SPP 2 Company Limited Subsidiary - - 242 399Glow SPP 3 Company Limited Subsidiary - - 46 10GHECO-One Company Limited Subsidiary - - - 3PurchasesGlow SPP 1 Company Limited Subsidiary - - 279 1,688Glow SPP 2 Company Limited Subsidiary - - 58,864 23,600Glow SPP 3 Company Limited Subsidiary - - - 109,461Service expenseGlow SPP 1 Company Limited Subsidiary - - 100 -Glow SPP 3 Company Limited Subsidiary - - 3,915 -Suez-Tractebel S.A.Related 508 358 38 67companyGDF Suez Energy Asia, Turkey andSouthern Africa B.V.Related674 741 674741companyTractebel Engineering S.A.Related 2,512 2,379 2,512 2,442companyIPR-GDF Suez Asia Co., Ltd.Related 1,494 1,494 - -company(formerly GDF Suez Energy AsiaCompany Limited)Management feesGlow Company Limited Subsidiary - - 58,741 49,256Purchase of spare partsGlow SPP 1 Company Limited Subsidiary - - 188 2Glow SPP 2 Company Limited Subsidiary - - 855 770Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 11 of 18

Attachment 4Account name/ Company’s name Relationship Consolidatedfinancial statementsThe Separatefinancial statementsMarch 31, December31,March 31, December31,2011 2010 2011 2010Glow SPP 3 Company Limited Subsidiary - - 290 578Purchase of coal and limestoneGlow SPP 3 Company Limited Subsidiary - - 278,145 65,425Electrabel S.A.Relatedcompany135,185 - - -Interest expenseSuez-Tractebel S.A.Relatedcompany- 1,034 - -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 waterto and from related companies based on average selling price charged to industrial customers of the Company andrelated companies.Service expenses are determined based on the amounts stipulated in the agreements.Management fees are determined based on the cost related to rendering of services to the Company and its subsidiariesplus a certain margin.Purchase and sale of spare parts, coal and limestone are determined based on cost plus a certain margin.Directors’ RemunerationDirectors’ remuneration represents the benefit paid to the Company’s directors under section 90 of the PublicCompany Act, which is not included the salary and related benefits paid to the Company’s directors, who are executivemanagements of the Company. Directors’ remuneration for the years 2011 and 2010 were approved by the annualgeneral shareholders’ meeting of the Company dated April 29, 2011 and April 26, 2010, respectively.For the quarters ended March 31, 2011 and 2010, the Company has remuneration paid to directors in the amount ofBaht 2.4 million and Baht 2.1 million, respectivelyNecessity and Reasonableness of the Related TransactionsThe related transactions of the Company and the person who might have conflict of interest for the past year havebeen done by taking into consideration the maximum benefit of the Company, and the Audit Committee hasconsidered and agreed that such transactions were normal course of the business and there was no benefit transferbetween the Company and the person who might have the conflict of interest. In addition, price fixing, fee rate andinterest rate of the transactions all were in accordance with general trade conditions. Price fixing was comparable tomarket price and competitive mechanism or was the reasonable price and did not have condition that differed frommaking transactions with other third parties.Approval Procedures of Related TransactionsSince the related transactions of the Company were in accordance with the normal course of business operations, justlike the purchase, sales and/or services provided to the other unrelated business, the approval procedures are inaccordance with the regulations of the Company, the subsidiaries, the associated companies and the related companies.In addition, for the consideration of the related transactions between the Company and the persons who might haveAttachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 12 of 18

Attachment 4(Unit: Million Baht) 2008 2009 2010 Q1 2011Inventories, net 2,047.78 2,155.15 2,447.81 2,457.88Other Current Assets 848.01 501.79 853.36 670.03Prepaid expenses - 134.72 153.77 109.83Accrued Interest Receivable - 5.34 - -Others - 361.73 699.58 560.20Total Current Assets 14,732.04 16,063.07 17,717.36 17,391.70Long-term investments in others 1.50 1.50 1.50 1.50Property, plant and equipment, net 54,324.60 67,157.54 88,316.84 89,225.19Other non-current assets 1,024.89 1,264.75 1,290.81 1,400.24Total Non-current Assets 55,350.99 68,423.79 89,609.15 90,626.93Total Assets 70,083.03 84,486.86 107,326.51 108,018.63Trade accounts payable 2,934.16 2,690.57 3,057.91 2,364.55Other short term account payable - 477.00 933.19 1,424.15Short term loan from related party 23.35 28.11 27.23 28.76Current portion of long-term loans - 946.24 3,802.54 3,766.41Current portion of long-term loansfrom a related party - 13.39 - -Current portion of finance leasepayables 32.91 17.09 16.44 17.63Current portion of debentures 2,310.00 3,490.00 - -Current portion of other liabilities 743.13 - - -Other current liabilities 3,658.82 1,317.11 1,772.58 1,618.75Corporate income tax payable - 272.97 230.24 384.88Value added tax payable - 147.54 127.84 76.50Accrued expenses - 337.41 641.95 361.71Accrued interest expense - 379.13 571.34 677.75Others - 180.06 201.21 117.92Total Current Liabilities 9,702.37 8,979.52 9,609.88 9,220.25Long-term loans 20,509.46 35,433.62 43,019.98 43,117.65Long-term loans from a related party - 1,815.03 1,603.72 1,611.45Finance lease payables 41.37 31.19 23.51 17.96Debentures 9,463.21 5,980.45 14,968.83 14,970.55Other non-current liabilities 168.44 152.31 147.98 279.33Total Non-Current Liabilities 30,182.48 43,412.60 59,764.03 59,996.94Total Liabilities 39,884.85 52,392.11 69,373.91 69,217.20Authorized share capital 14,828.65 14,828.65 14,828.65 14,828.65Issued and paid-up share capital 14,628.65 14,628.65 14,628.65 14,628.65Premium on Shares Capital 2,935.43 2,935.43 2,935.43 2,935.43Retain Earning 12,157.71 13,658.98 16,656.49 17,538.25Legal reserve 1,253.91 1,425.33 1,598.29 1,598.29Unappropriate 10,903.80 12,233.65 15,058.20 15,939.96Premium on business combinationunder common control - - 220.17 - 220.17 -Others - - 220.17 - - 430.78Translation Differences - - 55.22 - 215.95 -Total major shareholders' Equity 29,721.79 30,947.67 33,784.45 34,671.55Minority Interest 476.39 1,147.08 4,168.15 4,129.88Total Shareholders' Equity 30,198.18 32,094.75 37,952.60 38,801.43Source: GLOW ENERGY’s Financial StatementAnalysis of GLOW ENERGY’s Financial Performance and Financial Status during 2008-2010 and Q1 2011Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 14 of 18

Attachment 4Glow Energy Public Company Limited and its subsidiaries are one of the largest privateelectricity generators and providers of industrial utilities in Thailand and neighboring country.GLOW ENERGY operate IPP and cogeneration facilities (most of which operate as SPPs under Thailand’s SPPprogram) and GLOW ENERGY’s core business is to produce and supply electricity to EGAT and electricity andsteam to industrial customers in the MIE1 Area. As of March 31, 2011, we had a total generating capacity of 1,945 MWof electricity and 1,046 tons per hour of steam.RevenueGLOW ENERGY derive revenues primarily from sales of electricity to EGAT and sales of electricity, steam andclarified and demineralized water to industrial users in the MIE Area. The following table breaks down revenues bysource for the periods indicated:Q1 2011 2010 2009 2008Revenues from Sales of Goods and Rendering of ServicesElectricitySales to EGAT by IPPs 2,715.4 11,709.2 11,314.4 10,859.5Sales to EGAT by SPPs 2,317.1 8,738.9 9,279.0 10,337.8Sales to Industrial Customers 2,637.8 10,488.1 9,188.4 7,954.1Total 7,670.3 30,936.2 29,781.8 29,151.4Steam 1,149.2 4,373.4 4,366.2 4,244.7Process water 94.9 347.4 356.1 327.7Total 8,914.4 35,657.0 34,504.1 33,723.8Other Income 42.5 2,221.8 1,021.0 130.2Total Revenue 8,956.9 37,878.8 35,525.1 33,854.0GLOW ENERGY’s revenues are in part driven by the volumes of electricity and industrial utilities that GLOWENERGY produce and sell to industrial customers in MIE Area. The following table sets out GLOW ENERGY’svolumes of electricity and industrial utilities sold for the periods indicated:Q1 2011 2010 2009 2008Electricity dispatch (GWh)To EGAT by IPPs 1,287.00 5,697.40 5,226.50 5,054To EGAT by SPPs 882.5 3,394.5 3,476.4 3,879.0To Industrial Customers 990.4 3,897.5 3,404.1 3,193.0Total 3,159.9 12,989.4 12,107.0 12,126.0Steam (Thousand of tons) 1,422.3 5,372.0 5,309.9 5,372.0Processed water (Thousand of cubic meters) 3,109.4 11,156.4 11,433.3 10,798.0Electricity Sales to EGATGLOW ENERGY sell electricity to EGAT under our EGAT power purchase agreements. GLOW ENERGY arecurrently party to 2 IPP power purchase agreements, in respect of 713 MW of electricity located in Thailand and 128MW of electricity located in Lao PDR in which 126 MW sales to EGAT and 2 MW to Electricite Du Laos (EdL) and atotal of 8 SPP power purchase agreements, in respect of an aggregate of 590 MW of electricity.Electricity Sales to Industrial CustomersGLOW ENERGY sell electricity to industrial customers under power supply agreements. As of March 31, 2011,GLOW ENERGY were party to a total of 42 power supply agreements with 31 industrial customers in respect of anaggregate of 616 MW of electricity.Steam SalesGLOW ENERGY sell steam to industrial customers under steam supply agreements. As of March 31, 2011, GLOWENERGY were party to a total of 24 steam supply agreements with 18 industrial customers in respect of an aggregateof 805 tons per hour of steam.Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 15 of 18

Attachment 4Processed Water SalesGLOW ENERGY sell clarified water and demineralized water to industrial customers under water supply agreements.As of March 31, 2011, GLOW ENERGY were party to a total of 13 water supply agreements with 9 customers inrespect of an aggregate of 1,576 cubic meters per hour of water.ExpensesOur expenses consist of cost of sales of goods and selling and administrative expenses. The following table sets out thedifferent components of our expenses by their amount and as a percentage of our total expenses for the periodsindicated:Q1 2011 2010 2009 2008Cost of Sales of GoodsFuelNatural Gas 5,192.5 21,775.2 22,048.0 21,816.8Coal 753.2 2,010.4 2,016.7 1,988.0Diesel 1.8 6.0 0.8 63.9Maintenance 205.3 857.5 844.7 841.1Depreciation/Amortization 741.5 2,825.8 2,732.5 2,418.6Other 402.7 1,583.8 1,284.3 1,233.3Total Cost of Sales of Goods 7,297.0 29,058.7 28,927.0 28,361.8Selling and Administration ExpenseDepreciation/Amortization 13.4 29.2 29.6 25.7General 113.1 463.2 608.3 507.0Total Selling and Administration Expense 126.5 492.5 637.9 532.7Other Expenses 75.7 8.4 8.3 258.9Total Expenses 7,499.2 29,559.6 29,573.1 29,153.5Result of operationsRevenueRevenues from sales of goods and the rendering of services, included Other income was Baht 8,956.9 million in thefirst quarter 2011. These revenue was reported Baht 37,878.8 million in 2010, compared with Baht 35,525.0 million in2009 and Baht 33,854.0 million in 2008. The increase in revenue in 2010 from 2009 was attributable to the followingfactors:• Sales of electricity to EGAT by Glow IPP and Houay Ho Power (HHPC), under IPP scheme, amounted toBaht 11,709.2 million in 2010, a 3.5 percent increased from Baht 11,314.4 million in 2009. This increase wasprincipally caused by higher availability of Glow IPP, increase of EGAT dispatch of Glow IPP, andconsolidated revenue from HHPC, despite the appreciation of Thai Baht and decreased in gas price. In 2010,Glow IPP plant availability was 95.4 percent compared to 93.1 percent in last year mainly due to a majorinspection in the first quarter 2009. EGAT dispatch of Glow IPP is increased by 4.4 percent from 2009.Energy Payment from EGAT increased by 1.5 percent as a result of higher EGAT dispatch despite lower gascost. The contribution from HHPC in 2009 was consolidated only from June to December 2009 whileconsolidation in 2010 was for the whole period. Thai Baht appreciated by 7.6 percent from 34.46 Baht per USDollar in 2009 to 31.83 Baht per US Dollar in 2010. The Thai Baht appreciation adversely affects AvailabilityPayment revenue from EGAT.• Sales of electricity to EGAT by our cogeneration facilities, under SPP scheme, amounted to Baht 8,738.9million in 2010, a 5.8 percent decreased from Baht 9,279.0 million in 2009 contributed by 10.4 percent decreasein Capacity Payment and 4.2 percent decrease in Energy Payment. This decrease was principally caused by 7.6percent appreciation of Thai Baht and lower fuel price, despite relatively stable availability and EGAT dispatch.• Sales of electricity to industrial customers by our cogeneration facilities amounted to Baht 10,488.1 million in2010, a 14.1 percent increase from Baht 9,188.4 million in 2009. The increase was principally caused by volumeof electricity sold increased by 14.5 percent mainly contributed from new demand of our industrial customers,despite relatively stable tariff.Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 16 of 18

Attachment 4• Sales of steam to industrial customers by our cogeneration facilities amounted to Baht4,373.4 million in 2010, a 0.2 percent increase from Baht 4,366.2 million in 2009. Thisincrease was principally caused by 1.2 percent higher sales volume, despite lower gas price.• Sales of other products and services amounted to Baht 347.4 million in 2010, a 2.4 percent decrease from Baht356.1 million in 2009. This decrease was principally caused by volume sold lower by 2.4 percent.Other Income consists mainly of revenue from net exchange gains, interest income and other items.There was a net exchange gain in 2010 amounting of Baht 1,654.0 million while net exchange gain in 2009 was Baht557.9 million. This exchange gain was derived mainly from the US dollar denominated debt in Glow IPP, GHECO-One and Houay Ho Power which are being served by the US dollar-linked and US dollar revenue from sales ofelectricity to EGAT.GLOW ENERGY recognized interest income of Baht 73.7 million in 2010, an increase of Baht 13.5 million from Baht60.2 million in 2009. The interest income was principally attributable to interest earned on cash held in the form ofdeposits, instruments and in reserve accounts under our project financing agreements.Others income in 2010 amounted to Baht 494.2 million increased from Baht 402.9 million in 2009. In 2010, Othersincome included compensation on construction postponement from commercial operation delayed of CFB 3 projectamounted of Baht 293.2 million and additional insurance compensation from the unplanned outage of the 150 MWcoal-fired unit amounted of Baht 116.6 million, whereas such income in last year included the liquidated damage fromCFB 3 project amounted of Baht 77.0 million and insurance compensation of business interruption amounted of Baht223.3 million.As a result of the foregoing, total revenues in the 2010 amounted to Baht 37,878.8 million, a 6.6 percent increase fromBaht 35,525.0 million in 2009.ExpensesCost of sales of goods was Baht 7,297 million in the first quarter of 2011 compared with Baht 29,058.7 million in 2010,Baht 28,927.0 million in 2009 and Baht 28,361.0 million in 2008. The increase in expense in 2010 from 2009 wasattributable to the following factors:IPP facilities• IPP facilities’ cost of natural gas from Glow IPP was Baht 8,337.5 million in 2010, a 2.1 percent increase fromBaht 8,167.6 million in 2009. This increase was principally caused by higher fuel volume consumptionincreased by 4.3 percent, as a result of higher EGAT dispatch, despite lower gas price.• IPP facilities’ cost of diesel from Glow IPP in 2010 was Baht 6.0 million compared with Baht 0.8 million in2009.• IPP facilities’ maintenance costs were Baht 73.5 million in 2010 decreased by 4.9 percent mainly due to the Aand B inspection performed on the boiler and gas turbine of the Glow IPP in previous year.• IPP facilities’ depreciation and amortization costs were Baht 1,228.4 million in 2010, a 10.8 percent increasefrom Baht 1,108.7 million in 2009. This increase was due to the major maintenance in the first quarter 2009 ofGlow IPP as well as consolidation of depreciation and amortization of HHPC for the whole period of 2010,whereas in 2009 such consolidated costs was only from June to December.• IPP facilities’ other costs of sales of goods were Baht 332.0 million in 2010, a 40.2 percent increase from Baht236.8 million in 2009. IPP facilities’ other costs of sales of goods consist mainly of water, chemicals, andgeneral overhead costs, where overhead costs decreased slightly year on year.Cogeneration facilities• Cogeneration facilities’ cost of natural gas was Baht 13,437.7 million in 2010, a 3.2 percent decrease from Baht13,880.5 million in 2009. This decrease was principally caused by average gas cost to our Cogeneration facilitiesdecreased by 1.6 percent and gas consumption lower by 1.6 percent.• Cogeneration facilities’ cost of coal was Baht 2,010.4 million in 2010, a 0.3 percent decrease from Baht 2,016.7million in 2009. The decrease was principally because the reference coal price at FOB was decreased by 5.6percent, from 83.9 USD/ton to 79.2 USD/ton, despite the coal consumption increased by 13.2 percent from150 MW coal fired unit outage in the first quarter 2009.• Our cogeneration facilities’ maintenance costs were Baht 784.0 million in 2010, a 2.2 percent increase fromAttachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 17 of 18

Attachment 4• Baht 767.4 million in 2009.• Our cogeneration facilities’ depreciation and amortization costs were Baht 1,597.4million in 2010, a 1.6 percent decrease from Baht 1,623.8 million in 2009.• Our cogeneration facilities’ other costs of sales of goods were Baht 1,251.8 million in 2010, a 19.5 percentincrease from Baht 1,047.5 million in previous year.Selling and administrative expenses in the first quarter of 2011 was 126.5 million compared with Baht 492.5 million in2010, Baht 637.9 million in 2009 and Baht 532.7 million in 2008. The decrease in the expense from 2009 to 2010 wasattributable to the following factors:• Depreciation and amortization amounted to Baht 29.2 million in 2010, a 1.2 percent decrease from Baht 29.6million in 2009.• Other selling and administrative expenses amounted to Baht 463.2 million in 2010, a 23.8 percent decreasefrom Baht 608.3 million in 2009.As a result of the foregoing, the total expenses in 2010 were Baht 29,560.0 million, a 0.1 percent decrease from Baht29,573.1 million in last year.Finance costsThe finance costs in the first quarter of 2011 was 352.5 million compared with Baht 1,487.1 million in 2010, Baht1,076.3 million in 2009 and Baht 851.2 million in 2008. The finance costs consist mainly of interest expenses andfinancial fee.GLOW ENERGY’s interest expenses in 2010 were Baht 1,421.3 million, an increase of 40.0 percent from Baht 1,015.6million in 2009 mainly due to the higher net outstanding debt at GLOW ENERGY, uncapitalized portion of interestexpenses of new borrowing acquired for investment in new expansion projects, and consolidation of interest expenseof HHPC for the whole period in 2010.GLOW ENERGY interest expenses in the first quarter 2011 were Baht 306.3 million, an increase of 3.1 per cent fromBaht 297.0 million in the same period 2010 mainly due to the higher net outstanding debt at Glow Energy,uncapitalized portion of interest expenses of CFB3 Project started commercial operation since November 2010.Net ProfitAs a result of the foregoing, GLOW ENERGY net profit in the first quarter of 2011 was Baht 951.8 million and Baht5,715.5 million, Baht 4,187.1 million and Baht 3,539.4 million in 2010, 2009 and 2008 respectively.Attachment 4_Information Memorandum of Glow Energy Public Company Limited_clean.doc Page 18 of 18