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

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