Notification of the Important Resolutions of the Extraordinary Board of Director’s Meeting No. 3/2017

EDL-Generation Public Company (the “Company”) would like to notify the important resolutions of the Extraordinary Board of Directors meeting No. 3/2017 dated 23 September 2017 as follows:

1. Approved the ordinary shares purchase of the independent power poducers (IPPs) from Electricite Du Laos (EDL), the Company will be responsibility for the cash payment to EDL not exceeding of USD 450 Million, as details follow:
   1. 20 percent of the ordinay shares purchase in Xayaburi Power Company Limited not exceeding of USD 378 Million.
   2. 20 percent of the ordinay shares purchase in Don Sahong Power Company Limited not exceeding of USD 72 Million.

Nonetheless, the purchase ordinary shares in (1) Xayaburi Power Company Limited, (2) Don Sahong Power Company Limited by EDL and the acceptance of the transfer by the company will take place only after both parties have completely fulfilled the conditions which were specified by both parties in the Memorandum of Understanding (MOU) for the Share Transfer of the project dated 21 July 2017, which include the following essential conditions:

1)  Each of the parties having received any and all approvals from its Board of Directors necessary to effect the share transfer contemplated in            the MOU and the Share Transfer Agreement;

2)  Each of the parties having received all government approvals necessary to effect the share transfer contemplated in the MOU and the Share           Transfer Agreement;

3)  EDL has received any and all necessary consents, authorizations and approvals from any other shareholders in (1) Xayaburi Power Company        Limited (2) Don Sahong Power Company Limited and the various lenders (if any), to complete the share purchase   contemplated in the MOU         and the Share Transfer Agreement; and

4)  The Company having received approval from its shareholders’ meeting, if necessary, to accept the transfer of share contemplated in the MOU         and the Share Transfer Agreement.

And proposed to the Extraordinary General Shareholders’ Meeting authorized Board of Directors and/or any person entrusted by such person shall be authorized to contact, negotiation, determine conditions, values and relevant details, amend, add, agree, execute, sign, deliver documents and/or agreement relating to the aforementioned purchase of shares from EDL and/or any person relevant to the said purchase of shares, including without limitation, the share transfer agreement and shareholders agreement, including without limitation, disclose any relevant information, contact, make statement or provide information to the relevant      governmental authorities and/or entities, the Lao Securities Commission Office, and the Lao Security Exchange, and to prepare, amend, add and/or change any relevant information to be disclosed, as well as to take any other actions necessary and relevant to the transaction until completion, including to  have the power to appoint and/or remove any substitute to take the foregoing actions.

Thus, the shares purchase of the two hydropower projects can be made only getting the consensus from the Extraordinary General Shareholders’ Meeting No. 1/2017.

And this matter shall be proposed to the Extraordinay General Shareholders’ Meeting for No.1/2017 for further consideration.

2. Approved the capital sources not exceeding with an approximately of USD  550 Million by borrowing from the financial institutes and/or offering debenture to transfer of ordinary shares in Independent Power Producers (IPPs) from EDL and/or invest in relevant activities.

Propose to the Extraordinay Shareholders’ Meeting No. 1/2017 authorize to the Board of Directors and/or any person entrusted by such person to consideration borrowing from financial institutes and/or offering debenture; as follows:

(1) Consider and determine amount of borrowing from the financial institutes and/or offering debenture, relevant details, amend, add, agree, execute, sign, deliver documents and/or agreement relating to the loaning from financial institutes and/or offering debenture, including without limitation disclose any relevant information, contact, make statement or provide information to the relevant  governmental authorities and/or entities, the Lao Securities Commission Office, and the Lao Security Exchange, and to prepare, amend, add and/or change any relevant information to be disclosed, as well as to take any other actions necessary and relevant to the transaction until completion, including to  have the authorize to appoint and/or remove any substitute to take the foregoing actions.

(2) Consider and determine relevant details and conditions necessary with the loaning from financial institutes and/or issuance and offering debenture to comply with all applicable laws, and other relevant details of the issuance debenture such as: type, maturity, amount, interest rate, currency, duration and method of allocation, details on offering to secondary market of the debenture, including without limited to the determination of  appointment of consultant, the underwriter, perform, sign, deliver applications, agreements and/or various documents with to the Lao Securities Commission Office,  Lao securities Exchange, governmental authorities and/or any relevant persons for such matters.

And this matter shall be proposed to the Extraordinay General Shareholders’  Meeting for No.1/2017 for further consideration

3. Determination of the date, time, venue and the record date/closing date of the shareholder registration book to determine the rights of shareholders to attend the Extraordinay General Shareholders’ Meeting No.1/2017 as follows:

1) The record dates/closing dates of the shareholder registration book to to determine the rights of shareholders to attend the Extraordinay                 General Shareholders’ Meeting No.1/2017 shall be closed on 11 October 2017.

2) Date and Time: 25 October 2017, shareholders registration at 13:30-15:00 pm, 15:00-17:00 pm.

3) Venue: Meeting Room 1^st Floor, EDL Headquarter Building.

And authorized Managing Director and/or any person entrusted by such person shall be authorized  under the law and related regulations, to change the date, time and the venue of the Extraordinary General Shareholders’ Meeting No.1/2017.

4. Determined the Agenda of the Extraordinary General Shareholders’ Meeting No. 01/2017 as follows:

Agenda 1: To consider and adopt the Minutes of the Annual General Shareholders’ Meeting for the year 2016.

Agenda 2: To consider and approve 20 percent of the ordinary shares purchase of Don Sahong Power Company Limited and 20 percent of  the ordinary shares purchase of Xayaburi Power Company Limited, in Independent Power Producers (IPPs)  from EDL.

Agenda 3: To consider and approve the capital sources to purchase the ordinary shares in Independent Power Producers (IPPs).

Please be informed accordingly for reporting purpose.

Sincerery Yours,

Vice Chairman of Board of Directors

-signature-

Bounoum SYVANPHENG