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(Translation) Minutes of the 2010 Annual General Shareholders’ Meeting

Eastern Water Resources Development and Management Public Company Limited held on March 24, 2011, at Jupiter, 3rd floor, Miracle Grand Convention Hotel, Vibhavadi-rangsit Road, Laksi,

Don Muang , Bangkok

……………………………………………………………………….

Mr. Utid Tamwatin, Chairman of the Board of Directors, presided over the Meeting as its Chairman, informed the Meeting that the Company had total 2,597 shareholders and 1,663,725,149 shares respectively. The shareholders have attended the Meeting in person and by proxy and representing as follows:

Shareholders in person 175 shareholders total shares 5,663,955 shares Shareholders by proxy 121 shareholders total shares 1,410,756,894 shares Total 296 shareholders total shares 1,416,420,849 shares or 83.1355% of the total number of shareholders, thereby forming the quorum required under the Company’s

Articles of Association.

There were 8 members of the Board of Directors attending this Meeting, whose names appeared as follows

1 Mr. Utid Tamwatin Chairman of the Board (Independent Director)

2. Mr. Kanoksakdi Bhinsaeng Director Chairman of the Executive and Investment Committee Member of the Remuneration Committee

3 Mrs. Niskorn Tadthiemrom Director (Independent Director) Chairman of the Audit Committee Member of the Remuneration Committee Member of the Evaluation Committee

4.

Pol.Maj.Gen. Pimol Sinthunava Director (Independent Director) Chairman of the Nomination Committee Chairman of the Corporate Governance Committee and Member of the Audit Committee

5. Mr. Boonmee Juntaravong Director Chairman of the Remuneration Committee Member of Audit Committee

6 Mr. Rasda Pongpaew Director Member of the Remuneration Committee Member of Evaluation Committee

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7. Mr.Rungson Sriworasat Member of the Nominating Committee Member of the Risk Management Committee

8. Mr. Praphant Asava-aree Director and President & CEO

Directors who were absent from the Meeting: 1. Pol.Lt.Gen.Somyot Poompanmoung Member of the Executive and Invesment Committee

Member of the Risk Management Committee 2. Mr.Wiset Chamnarnwong Chairman of the Corporate Governance Committee

Member of the Risk Management Committee 3. Mrs.Monta Pranootnorapal Chairperson of the Risk Management Committee

Executives and concerned parties attending the Meeting were as below:

Executives of the Eastern Water Resources Development and Management Public Company Limited (EASTW): 1. Mr. Jaroensuk Worapansopak Executive Vice President, Planning and Operations

2. Mr.Namsak Wannavisute Executive Vice President, Finance and Accounting Department

3. Mrs. Namphon

Rassadanukul Senior Vice President, Department of CEO Office and Corporate Secretary

4. Mrs. Thidarut Kraiprasit Senior Vice President, Internal Audit Department 5. Mr. Cherdchai Pitiwacharakul Vice President, Customer Service Department

6. Mr. Potjana

Bunsiri Vice President, Project Planning Department 7. Mrs. Wirawan Tharanont Vice President, General Affairs Department

8. Ms. Duangkaew

Uengsrithong Vice President, Human Resources Department

9. Ms. Kanyanart Viraphandu Vice President, Marketing Communication Department 10. Mr.Sombat Yusamart Vice President, Finance and Accounting Department

Executives of the Universal Utilities Company Limited (UU): 1. Mr. Niphon Boondechanan Managing Director

2. Mr. Adul Chaiprom Planning and Business Development Manager

Auditors from the Ernst & Young Office Limited: Mr. Vichien Khingmontri

Legal advisors from the Pricewaterhouse Coopers Legal & Tax Consultants Company Limited: Mrs.Vunnipa Ruamrangsri Mr. Somchai Sathiramongkolkul

The Chairman declared the Meeting open at 13.30 hours. For the orderliness of the Meeting, the Chairman then assigned the MC to inform the Meeting of the method of voting and vote counting before starting with the agenda as follows:

1. Voting :

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The resolution of shareholders’ meeting shall be made by voting, and one share shall be counted as one vote. A shareholder may cast a vote for approval, disapproval or abstention and the vote shall not be separated for each purpose. In a normal case, the meeting resolution shall be made by a majority of votes of the shareholders and proxies attending the Meeting and having voting right. In case of a tie vote, the Chairman of the Meeting shall cast a deciding vote. Voting can be divided into two following cases.

1. Attendance in person: The Chairman of the Meeting shall ask the shareholders to exercise a vote in each agenda item. Any shareholders wishing to cast disapproved or abstained votes shall raise their hands so that the official will come to collect their ballots. All attending shareholders will receive the ballots at the registration counter. If there was no shareholder attending the Meeting in person raising hands, it shall be deemed that the Meeting unanimously resolved to approve such agenda as proposed.

2. Attendance by proxy: If a shareholder appointing a proxy do not specify his/her intention to vote in any agenda item, the proxy will have right to consider and exercise his/her votes as he/she deems appropriate. In case of a shareholder appointing a proxy to attend and vote on his/her behalf according to his/her intention of voting earlier specified in the proxy form, such vote shall be counted and recorded by the Company at the time of registration for attending the Meeting. Only one proxy shall be entitled to attend the Meeting. To vote in each agenda item, the shareholders will be requested to exercise their votes on the ballots only for disapproval and abstention. The votes for approval shall not be cast in the ballots. Exception shall be made for the voting in Agenda Item 9 regarding the appointment of directors, the shareholders shall cast their votes and hand in all the ballots for either approval, or disapproval or abstention. For this agenda, the voting shall be made for each individual nominee; however, to facilitate and speed up the vote counting, all votes for each individual nominee shall be collected at once.

Invalid votes shall be applied to the following cases: 1. The votes cast in the ballots do not correspond to an agenda proposed for voting. 2. The ballots are so damaged that the voters’ intention can not be identified. 3. The Company has later found that the proxy fails to vote in accordance with the proxy grantor’s

intention

2. Vote counting and announcement of voting results To ensure adherence to the shareholder meeting practices of the AGM checklist from the Office of

Securities and Exchange Commission (SEC) and shareholders’ convenience, the Company has assigned the Thailand Securities Depository Company Limited (TSD) to provide the barcode system for registration and E-Voting for vote counting for this Meeting. Only votes for disapproval and abstention on each agenda item will be counted and deducted from the total number of votes of shareholders attending the Meeting, while the remaining portion will be deemed as approved votes on such agenda item.

After the shareholders finished their voting, the TSD will then proceed with vote counting and the officer will report the voting results to shareholders at the end of each agenda item. Also, upon the completion of the last agenda item, the summary of the votes in each agenda will be announced once again and the Company would further announce the voting results through the Company’s website and the Electronic Company Information Disclosure (ELCID) of the Stock Exchange of Thailand (SET) in the following day.

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In order to comply with the shareholder meeting practices of the AGM checklist, the Company has assigned an external legal advisor to observe and provide legal service in the Meeting, with three volunteers to witness the vote counting consisting of:

- Mr. Somchai Sathiramongkolkul External legal advisor - Mr.Chartree Puttaraksa Representative of the Company

- Ms..Panadda Utaiwattana Shareholder present in the Meeting If a shareholder wishing to raise questions or express opinions, he/she shall raise his/her hand.

Once the Chairman grants permission, then he/she can state his/her name and status of whether in person or by proxy, before raising questions in each agenda item.

Agenda 1 To inform the Meeting 1. The Chairman informed the Meeting that The Company granted an approval to entitle the minority

shareholders propose AGM agenda item(s) and to initially propose name(s) of qualified candidate(s) to be nominated for selection via Company’s website. However, there was neither proposal of director nominee nor agenda item submitted to the Company.

2. Mrs. Leena Charoensri has resigned from her membership of director of EASTW, effective from January 24, 2011 onwards. And the Board of Directors' Meeting No. 1/2011, held on 31st January 2011, has passed the resolution in appointing Mr.Rungson Sriworasat as new director in place of Mrs. Leena Charoensri. The appointment is effective from 31st January 2011.

The Meeting acknowledged the foregoing. The Chairman then assigned Mr. Praphant Asava-aree, President & CEO, to present details of each agenda item as indicated in the notice of the Meeting as follows: Agenda 2. To acknowledge the Minutes of the 2009 Annual General Shareholders’ Meeting

The Company had held the 2009 AGM on March 19,2010 of which the meeting had considered subjects as stipulated by law. The Company had delivered a copy of the minutes of the meeting to the Stock Exchange of Thailand and the Ministry of Commerce within 14 days as stipulated by law, including distributed through the Company’s website. Resolution The meeting resolved to acknowledge the minutes of the 2009 annual general meeting of shareholders.

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Agenda 3. To consider the Board of Directors’ report on the 2010 Company’s Performance.

The President & CEO presented that the period of January 1 – December 31,2009 the Company and its subsidiary’s performance as follows 1.

Water sales volume

1.1 Raw Water 244.88 Million Cubic Meters

1.2 Tap Water Services 58.91 Million Cubic Meters Total 303.79 Million Cubic Meters Unit: Million Baht C

Consolidated Financial Statement

Separated

Financial Statement 2

2.Revenue from raw water and related business 2

4,674.80 2

4,163.75

3.Operating Expenses 1

3,294.31 1

2,943.23 4

4.Financial Expenses 1

89.81 1

67.65 5

5.Corporate Income Tax

381.75 2

325.77 6

6.Net Profit 8

908.94 7

827.10 7

. 7.Deduct Minority interests - equity attributable to minority shareholders of subsidiaries

(0.38)

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8 8.Net Profit of the parent company

8908.55

827.10

In 2010, The Company increased water management capacity in many aspect to support the water demand expansion within the Company servicing as follows:

1. Enhancement of Water Resources Efficiency The Company had studied and revised the plan for water resource development and principles for pipeline system improvement in the Eastern area in order to revise the plan for water resource development and water pipeline system to serve the demand in the next 10 years. The studies are expected to be completed in 2011. In addition, the Company had proceeded the construction project of reserved raw water pond Mab Kha 2 to increase stability of the system and water pumping. The reserved water will be used for emergency such as outage. The water can be continuously pumped. Also, it helps with the energy cost management of water pumping. The construction is expected to be completed in 2011.

2. Enhancement of Water Pipeline System The Company had improved the main water pipeline system in Cholburi and Rayong Provinces to increase capability of the main pipeline in terms of pumping ability and

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pumping system management. The improvement consisted of the construction of separated pipelining for raw water of Bang La Moong Water Filter (New), construction of Booster Pump in Nong Khao Reservoir, improvement of 2 stations of Map Ta Phut Water Pumping Stations which serve the increase of water utilization of no less than 22 million cubic meters. Also, the pipelining construction of the 3rd Nong Pla Lai – Map Ta Phut, constructed in the late 2009 with the progression of 65% and expected to be completed in the late 2011, after its completion, it can serve the expansion of water utilization from consumption and industry in the areas of Map Ta Phut – Sattahip of no less than 105 million cubic meters.

3. Enhancement of Water Management Capability The Company had developed the Control Center System of the water pumping which is located in Map Ta Phut. The Company’s SCADA was enhanced to be standardized, up-to-date Central Control with the utmost efficiency. The data base management system is stored at the control center. Also, the control system of the Company was improved to serve the centralization of Rayong Operation Center and Chachoengsao-Cholburi Operation Center to be one operation center. As a result, parties related with the Company and customers can easily access to the information. The Control Center construction is expected to reach its completion in 2011.

4. Business Development : With experience of eastern water management and tap water operation with various technologies, the Company has tried to expand its opportunity in water business investment from its expertise to other areas, including studying new technologies to develop other areas of water business such as water production for waste water management service industry and waste water recycle, etc. This will lead to a complete water business operation of the Company. In addition, the Company has studied for more opportunity to expand its investment to alternative energy to increase its revenue apart from its main revenue from water business as well as to enhance its role of environmental preservation. This also includes oversea investment in China, India, and ASEAN countries, and other potential countries for water business and alternative energy to increase investment expansion.

CSR activity In 2010, there were projects as follows: Water and Environment The Company has provided several forms of clean drinking water - Reversed Osmosis (RO) drinking water machine, RO mobile unit, bottled/ cupped drinking water – for people’s consumption of clean drinking water. The service has been continuously performed with increasing numbers of people to receive the service. In 2010, there were many flood affected areas, the Company sent drinking water mobile units to help flood affected areas in the provinces of Ayuddhaya, Nakorn Rachasrima, and Songkla, as well as supported government agencies and private sectors with bottled- cupped water. Development of Quality of Life and Environment Project

the Company initiated the project of ‚Reduce expenses, Increase Income, Follow Economic Sufficiency‛ by humbly applying the Royal initiation of ‚Sufficient Economy‛ with the present economic situation for better quality of life of the people. The Housewife group is trained to make their own products and use them to reduce purchasing and household expenditure, or to make new products and learn food preservation methods,

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leading to new careers as alternative household income. Moreover the Canal dredging, to clean the canal, eliminate weed, leading to full efficiency of water consumption from the source. Mr. Khongphat Thana-udomsuk inquired about the reason of and the return from the investment in China and India and recommended the Company to provide a scholarship from Baht 15,000 to each school to Baht 100,000 to each school. Mr. Praphant Asava-aree, the President, informed that the Company is under the process to study on investments but currently has not yet made any investments as well as the investment in China or India. The Company is mainly considering on the suitability of the investment in China and India. With respect to the scholarship, the Company had proceeded with this matter in all over 3 provinces under the operation area; therefore, the sum of Baht 100,000 for each school is considered quite high. However, he would take such recommendation into consideration further. Mr. Sathaphon Phangniran suggested that there should be a consideration to verify the minutes of the meeting instead of simply acknowledging it in order for the shareholders to verify and amend the minutes. However, he agreed with the management team that this agenda is for acknowledgement and a resolution is not required. He further appreciated the Company’s operational result whereby there appeared a sustained growth during the last 2-3 years. Nevertheless, after comparing the profit per share appeared in page 69 of the annual report, which amounted to Baht 0.55, with the par value of Baht 1 per share, it appeared that the Company had yet operated its business at its full capability. He noted from the debt per cost ratio at 0.44 that the Company operates its business too defensively or aims to protect from any losses too much. The Company should invest more in the projects that can generate revenues to the Company. As per the Company’s capability, he viewed that financial institutions should be pleased to provide a support to the Company. He further remarked the excess of par value which is at a high amount when comparing with the registered capital. Therefore, should the Company made the investment with better returns, the share price in the stock market would increase as well. The Board of Directors should consider driving investments towards the projects that can generate higher returns to the Company and the shareholders. The Chairman informed that from year 2007, the debt per cost has been less than 1. The Board of Directors also realized on such issue and assigned the management to conduct a study on investment projects in order to provide benefits to the shareholders. The President informed further that, in year 2007, he was elected to be the President and during such period the Company encountered the deficit incurred from a subsidiary. He then focused and resolved such problem. Later, in year 2009 – 2010, the Company’s operation encountered the domestic economic crisis. Therefore, he viewed that the debt per cost should not more than 1. As a result of the unstable economic situation, the Company’s operation was under a conservative practice. Such ratio of debt per cost was beneficial to the Company’s finance costs by obtaining the finances from low-level funding sources. However, the Company would study on the investment projects which will be beneficial to the shareholders.

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Mr.Jonathan Chi. Representative of Utilico Emerging Markets who hold 169 million shares representing roughly 10% of the share capital of Eastern Water Resources which have been invested in East Water since 2006.. He is obviously pleased that the share price has gone from 4.50 Baht at last year’s AGM to over 6 Baht today. He had also thank to the Board for deciding to increase the dividend per share from last year, and he look forward to continued improvement and higher dividends in years to come. However, he believes that one issue that has the potential to weigh on future growth is the ongoing discount provided to the PWA. Utilico fully supported this discount when it was granted as a temporary measure at a time of great economic uncertainty. However, with strong economic growth in 2010 and expected in 2011, which believe that the PWA should be in a better position now to pay the full, undiscounted tariff. Furthermore, we are concerned that by the end of 2011, this tariff will have been frozen for three years in what is an inflationary environment. Based on 2010 figures, if the discount were removed, it would increase pre-tax net profit by around 3%. Over three years, the Company would have forgone significant additional revenue, and experience a lower share price than would otherwise be the case. Continuing to maintain the discounted tariff has the potential to negatively impact the future development of Eastern Water. The discount diminishes returns on capital and financing ability, and limits the Company’s ability to invest in new projects and developing its network. Removing the discount would enable the Company to pay a higher dividend, which would also benefit the PWA as a shareholder. A higher dividend would result in a higher valuation of the company, again, benefiting the PWA. It also highlights a corporate governance concern, where the Company could be seen to be transferring value to its largest shareholder, and prejudicing minority shareholders. Two proposals for the Board to consider. Firstly, the Company looks to adopt a formal tariff setting mechanism that fully accounts for the capital base and also for inflation. Rebasing of the capital base should occur at least every three years, and adjustments for inflation should be done annually. This tariff mechanism should set out tariffs for three year periods so that there is clarity for Shareholders, the Company as well as customers. Finally, the recommend that the Board disclose its plan to reduce and eliminate the increasingly unjustifiable discounted tariff as soon as possible. Mr. Hangchai Akawatkul thanked to the representative of Utilico Emerging Market who presented the information about a crude oil price. He had the same opinion on the reduction for PWA as stated earlier and further informed about the necessity in arranging for reserve water storage in the future in order to avoid the issue on water shortage for industrial estates as appeared in the news previously. Should the Company was able to prevent a water shortage problem, it would benefit to overall area. Mr. Kiat Sumongkhonthanakul, a shareholder, asked about the progress on the protest for the compensation for damage of the water reservoir as appeared in the news from television. The President thanked to the shareholders and informed that the Company would consider further on the shareholders’ suggestions about the reduction in a water price rate and informed that the water reservoir which is damaged as appeared in the news belongs to other enterpriser having the project located in Wangchan

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District, Rayong Province and it does not belong to the Company. With regard to the plan on generating revenue in replacement of the reduction in a water price rate, he emphasized that the Company can still maintain its net profit ratio to be similar to that in the past. Since the Company, in addition, operates the business in relation to a public utility, the Board of Directors is required to carefully consider on any impacts incurred as a result of such seeking of new revenue sources to replace the reduced rate. As from the survey of the demand in customers’ water volume, it is found that the demand in water increases. In this connection, the Company has prepared to provide a reserve water resource to meet the demand. The investment for seeking a reserve water resource needs a high amount of money and a study on environmental evaluation. In year 2011, the Company consulted with all customers to plan for the investment budget that responds to the customers’ demand in water in the future. With respect to generating the incomes from the Company’s real estate properties, the Company has planned to seek for a reserve water resource; therefore, commencing a reserve water pool project at Mabkha District with an area of 90 Rais. The Company received a return from office buildings for rent in an amount of 5-6 percent of the investment amount. Nevertheless, in order to efficiently manage real estate properties, the Company is under the process to study on the placement of assets into a mutual property fund by taking into consideration the utmost benefits to the shareholders.

Resolution The Meeting resolved to approve the consider the Board of Directors’ report on the 2010 Company’s Performance with the following votes:

approval 1,413,293,701 votes, or 99.6096 % disapproval 0 votes, or 0.0000% abstention 5,538,325 votes, or 0.3903%

As shareholders registered after meeting started, therefore voting is increased since the fourth agenda.

Agenda 4: To consider and approve the Balance Sheet and Income Statement for the year ended (1st January – 31st December 2010.)

The President & CEO presented that the balance sheet and the income statement of 2010 (from January 1 – December 31, 2010) of the Company of which had already been examined by the Audit Committee and the Auditors. The Company had already submitted the information to the SET on February 14, 2011 and be stimulated on ‚Financial Statement‛ of Annual Report 2010 and can be summarized as follows:

Unit : Baht Million Description Consolidated Financial

Statement Separated Financial

Statement Total Assets 9,870.60 8,775.49 Total Liabilities 3,253.68 2,545.69 Equity attributable to the Company's shareholders 6,616.92 6,229.79 Net Profit 908.94 827.10

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Mr. Thanaprasert Phamonphairot inquired about the reason of the difference in the numbers of revenues from sale of unboiled water, revenues from sale of plumbing water and costs of rent and service appeared in page 69 under the profit and loss statement of the annual report and those appeared in clause 29.1 of the notes to financial statement in pages 112-113 of the annual report. He also suggested separating clauses under clauses 29.1-29.4 and that the numbers appeared in the profit and loss statement is the same as those appeared in the notes to financial statement as well as the numbers be presented separately for each item. For example, in clause 29.1, he suggested presenting the revenue from sale of unboiled water of Baht 2,117.50 million or in clause 29.2, he suggested presenting the revenue from sale of plumbing water. Sources of revenue from sales of unboiled water and plumbing water should be specified in the notes to financial statement. It is uncertain, for example, whether the number of Baht 767.88 million of the Estate Authority of Thailand under the notes to financial statement, page 112, represented revenues or the number of shares. Should items are separately classified, the sources of revenue would be more clear. Mr. Namsak Wannawisut informed that according to the accounting standards, the Company is required to disclose the information relating to its related persons or businesses. Therefore, in clause 29.1 of the notes to financial statement, the revenue from sale of unboiled water is from three shareholders of the Company, namely, the Estate Authority of Thailand, Provincial Waterworks Authority and Electricity Generating Public Company Limited. In addition, the Company disclosed the revenues from its subsidiary, namely, Universal Utilities Co., Ltd. and other related companies, namely, Rayong Electricity Generating Co., Ltd, a subsidiary of Electricity Generating Public Company Limited. He would take the suggestions from the shareholders into consideration in order to disclose each item of the revenues from related parties in the notes to financial statement clearly and in accordance with the accounting standards. Resolution : The meeting resolved to approve the balance sheet and income statement for the year ended December

31, 2009 with the voting comprising approval 1,413,293,661 votes, or 99.6096% disapproval 0 votes, or 0.0000% abstention 5,538,365 votes, or 0.3903%

Agenda 5 To consider and approve the appointment of the auditor of the Company and the auditor’s

remuneration for the year 2011 The President & CEO explain that In year 2010, the PricewaterhouseCoopers ABAS Ltd (PWC) are appointed by the 2009 Annual General Meeting of Shareholders, the meeting has resolved to appoint Mr. Vichien Khingmontri, Certified Public Accountant No. 3977 and/or Mr. Prasit Yuengsrikul, Certified Public Accountant No. 4174 and/or Mr. Sudwin Panyawongkhanti, Certified Public Accountant No. 3534 of PricewaterhouseCoopers ABAS Ltd (PWC) as the auditor of the Company, one of whom shall perform examination and express an opinion on the Company’s Financial Statements for fiscal year 2010, approve the audit fees and examine the Company’s Financial Statements for the year

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2010 in the amount of Baht 950,000, including the group of Companies, totaling Baht 2,350,000 (excluding other expenses does not exceed two (2) percent of the audit fees).For year 2012, the PricewaterhouseCoopers ABAS Ltd (PWC) is on the list that has been approved by the Securities and Exchange Commission (SEC), proposed their services as the Company’s auditor and offers at low prices which the management has considered the performance of PWC and has already negotiated prices. Comparison of the Auditing Fee

Types of Auditing Fee 2011 (proposed year) 2010 (Decrease)

Auditing Fee of the Company 940,000 950,000 (10,000 )

Auditing Fee of the Subsidiaries 1,360,000 1,400,000 (40,000 )

Total 2,300,000 2,350,000 (50,000)

out-of-pocket expenses Not exceed 2% of auditing fee

Not exceed 2% of auditing fee

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PWC and the proposed auditors do not have any interest or relationship with the Company, its subsidiaries, the Management, major shareholders, or other related parties in a way that will affect their independence in discharging their duties. In addition, the non-audit fee paid to the office of the auditors and other related parties of the auditors’ office is significant and should not affect their independent judgments in reviewing the financial statements. Mr. Sathaphon Phangniran expressed his admiration on the work conducted by the Audit Committee, the Chairman of the Audit Committee and the auditors of the Company which was able to manage an internal control so that reducing the Company’s expense on audit fees. This should be a good example to other listed companies whereby the Company did not put a burden of audit fees on its shareholders. Mostly, audit fees increase every year. Although, there were changes in accounting standards applied to the Company’s financial statements, resulting in the increase of audit fees, the committed work hours were less. Mr. Suphot Uea-chailoetkul thanked to PWC who acts as an auditor of the Company and he hoped that the audit fees would not increase next year. Mr. Wichian Kingmontri, an auditor from PricewaterhouseCooper ABAS Co., Ltd. explained that since the auditing in year 2011 is the second year, the experience is cumulative from the last year; therefore, reducing in work durat ions. Although in year 2011, there are several changes in accounting standards, taking time from auditors to consider and verify the financial statements, the company has prepared for such changes by arranging a seminar and presenting the impacts from the changes while the auditors would verify figures in the financial statements and any impacts to the Company as a result of the new accounting standards. In addition, the Company has maintained a good system as discussed with related persons of the Company such as accounting systems.

Unit: Baht

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Resolution : The meeting approved to appoint the auditors and fix their remuneration for the year 2010

1. Mr. Vichien Khingmontri C.P.A.(Thailand ) No. 3977, or Mr. Sudwin Panyawongkhanti C.P.A.(Thailand ) No. 3534 Mr. Prasit Yuengsrikul C.P.A.(Thailand) No. 4174., or of PricewaterhouseCoopers ABAS Limited to be the Company's auditor, and one of whom shall perform examination and express opinion toward the Company’s financial statements. In any case when the aforementioned cannot perform their duties, PricewaterhouseCoopers ABAS Limited (PWC) shall provide another certified public accountant of PWC to replace.

2. The auditing fee of the Company is amounted to Baht 940,000. The total fee excludes the out-of-pocket expenses.

The meeting approved this agenda with the voting comprising approval 1,413,293,681 votes, or 99.6096% disapproval 0 votes, or 0.0000 % abstention 5,538,345 votes, or 0.3903%

Agenda 6 To consider the amendment to Clause 3 of the Company’s Memorandum of Association with

regard to the addition of 12 Objective, making a total of 37 Objectives. The President & CEO addressed that Clause 3 of the Company’s Memorandum of Association lists 25 Objectives, as appeared in the Certificate of Company Registration when the Company was founded in 1992. In this case, when the Company ventures into water business, business development and co-investment with alliances, including expanding the alternative energy business; it is necessary to add the Objectives of the Company to ensure that the business and associated businesses are conducted according to the vision, mission and strategies of the Company. Since the Company has been informed by the Provincial Waterworks Authority (PWA), holding shares in the Company of 40.20 percent, that the amendment in three items of the objectives of the Company, i.e., item 30: contractor for power plants, buildings and constructions or item 35: business operation relating to communication system or item 36: business operation relating to transportations and travels, is not related to the Company’s main business and water business, the Company, in the future, may increasingly operate or invest in the businesses other than its main business. The Chairman informed that the Company has distributed the invitations to the shareholders’ meeting, specifying the amendment in 12 items in the Company’s Memorandum of Association. Later, PWA has informed that such three items of the Company’s objectives stated above were outside the Company’s main business, aiming on water business. Since there are the rules related to the Provincial Waterworks Authority mentioning about such matter, he would like to ask the representative of PWA to explain.

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Mr. Wichian Udomrattanasin, the proxy of PWA, informed that the committee of PWA had considered on such amendment of 12 items of the objectives. Since items 30, 35 or 36 of the objectives are not related to a water business and if the Company invests in the businesses other than a water business, the shareholders who largely invest in the Company would expose to risks. In principle, he supported the amendment in only 9 items and disagreed with items 30, 35 or 36. Since he was authorized by PWA to vote on this matter, he would like to inform that should the Company would operate its business in line with items 30, 35 or 36, he would approve the amendment with condition. The procedures in convening the meeting depend on the opinions of the shareholders’ meeting. His statement was made in accordance with the document submitted to the Company. The Chairman informed that, pursuant to agenda item no. 6, it required the consideration on the amendment of 12 items of the Memorandum of Association. With regard to the objectives, item 30: contractor for power plants and buildings, item 35: business operation regarding communications and item 36: business operation regarding transportations, the committee of PWA did not disagree to amend the Memorandum of Association but agreed with conditions; otherwise, voting otherwise. Such three items of the objectives mentioned earlier might be considered by other shareholders to be the businesses so irrelevant to a water business. Nevertheless, the major shareholder had a disagreement today. He asked the representative of PWA if there was any further opinion. The representative of PWA informed that PWA deemed it’s appropriate that the objectives included 9 items, not 12 items. Since the distributed invitations to the meeting specified all 12 items and requested for affirmative or non-affirmative resolution, if he would approve all 12 items, the condition must be specified that the investments per items 30, 35 or 36, must be pre-considered by the committee of PWA in order to check if there would be any risks from entering into such businesses or not. Mr. Thanaprasert Phamonphairot suggested about the business expansion that the investment should be made on the businesses in expertise. He agreed with the business expansion in items 27-29 and viewed that items 30-37 should be all deleted since they are irrelevant to the water business, for example, power plants which require a large amount of investments and engineering business. Mr. Sathaphon Phangniran asked whether it was a conflict or not in the case that a director who is the representative of PWA participates in the Board of Directors’ meeting to consider on the amendment of the objectives to be proposed to the shareholders’ meeting and asked about the reason for requesting to add the condition which were informed after the invitations for the shareholders’ meeting have already been distributed. He further added his opinion that there is a cost for the amendment of objectives and the amendment would enable the Company to be flexibility in operating the business in the future due to its capability to conduct various types of business and the Company can operate the business without obtaining a shareholders’ approval on the amendment of the objectives again. With respect to certain business, such as an atomic power plant, which may not be related to the main business of the Company, the Company has not yet operated such kind of business in a short time per stipulated in the objectives because it is considered a large project which requires to be proposed to the shareholders’ meeting again. Referring to the amendment of the objectives with the condition proposed by PWA, he opined that the Board of Directors had considered on such matter. The Board of Directors had invited the shareholders to this meeting. Although the shareholder disagreed on certain matters, he believed that the Board of Directors had carefully reviewed on the matter. The Company might not be able to proceed with certain matters because certain procedures are still required prior to proceeding with such matters. In addition,

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should the Company decided to proceed with the matter, other committees would take a consideration on it, such as, the Risk Committee. He then opined that this agenda item should be approved without conditions. Mr. Wichian Udomrattanasin, the proxy of PWA, informed that there is one director who is a representative of PWA whereas PWA gave such director an honor to participate in the Company’s Board of Directors’ meeting prior to the internal meeting in PWA. Since there would be the amendment of 12 items in the objectives of the Company, he proposed the amendment to the committee of PWA for consideration because the company, the shares of which are held by PWA, is going to change the objectives of the company. The committee of PWA had considered that three businesses under the objectives i.e., business items 30, 35 or 36 are not relevant to the main business of the Company. Since the Company had already distributed the invitations to the shareholders and it is unable to vote on just 9 items of the total proposed items because the proxy specified only to vote or not vote for the amendment of 12 items in the objectives, the committee of PWA considered that its proposal did not conflict with the amendment of 12 items. The committee asked to add the condition that should the Company would engage in the business specified in items 30, 35 or 36, the Company must propose such matter to the committee of PWA for prior approval. It did not constitute a conflict at all. Each party only just performed the related duties. Mr. Suphot Uea-chailoetkul viewed that referring from his participation in the shareholders’ meetings of many listed companies, for example, the listed company which is a financial institution engaging in providing credit lines to retail customers and the shares of which are held by foreigners, had requested for approval to amend the objectives so as to allow the Company to build a school. After discussed in the meeting, it appeared that such listed company only required engaging in training for the employees in its company group but the training could not be conducted as long as the training is not provided so in the objective. Such listed company confirmed with the shareholders’ meeting that it would proceed with the proposed business for training propose only and would not conduct any business outside the scope. He furthered that, from his experience in participating in shareholders’ meetings, certain proposed activities, the sizes of which when comparing with the assets of companies, require a large amount of investments, are required to be proposed to shareholders’ meetings for approval. In addition, if considering the operational results conducted by the Board of Directors and the management team, he was confident that the proposed amendment of the objectives was for purpose of flexibility only and the Company had not yet set its goal to invest in the concerned business. He, therefore, agreed to the amendment of all 12 items of the objectives. Mr. Hangchai Akawatkul thanked to the proxy of PWA for his expression of the opinions. The proposal about the approval with condition proposed by PWA was not unable to be approved. He realized the cooperation between the Company and PWA. However, due to the timeframe for proposing to the committee of PWA, the submitted invitations to the shareholders and that there might be an emergency case to proceed with any operations but restricted by the process to obtain an approval to amend the objectives from a shareholders’ meeting , the amendment on the objectives should be made for a flexibility purpose. The proposed condition could be included in the approval without amending the detail in the proposed agenda. The Chairman informed that since there was one shareholder proposing to delete items 30-37 of the objectives and maintain items 27-29 and there was the shareholder requesting to approve all 12 items of the objectives per proposed in this agenda item with the condition as proposed by PWA. He then asked the shareholder who proposed to delete items

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30-37 of the objectives if he agreed or disagreed to amend clause 3 of the Memorandum of Association by adding 12 items of the objectives with the condition proposed by PWA or not. The shareholder agreed and there was no other shareholders disagreed. The Chairman summarized that now there was only one issue pending and asked the meeting to approve the amendment of clause 3 of the Memorandum of Association by adding 12 items of the objectives with the condition that should the management would proceed with the business or make the investment in the businesses concerning items 30, 35 or 36, the Company must obtain a prior approval from the committee of PWA. The Chairman then asked Mr. Wichian Udomrattanasin, the proxy of PWA, if he stated correctly and Mr. Wichian said it was correct. Mrs. Wannipha Ruamrangsi, a legal counsel of PricewaterhouseCooper (PWC), a legal and tax counsel company, stated that since the detail in the agenda proposed to the shareholders was to amend 12 items of the objectives without conditions and the shareholder in the meeting proposed to include the condition, the shareholders’ meeting was required to approve the proposed change in the detail of agenda item with the votes of not less than 1/3 of the shareholders presented in the meeting. After the meeting agreed with the addition of the condition, the proposed amendment of the objectives than could be resolved by the shareholders’ meeting with the votes of not less than 3/4 of total votes of the shareholders who attended and were entitled to vote. Mr. Sathaphon Phangniran informed that since the invitation to the shareholders ‘meeting was dated on 3 March 2011 and the Board of Directors’ meeting resolved this matter on 14 February 2011, he would like to ask, in the meeting of PWA which was held before 3 March 2011, if the committee of PWA requested to add such condition or not. He further opined that the amendment of the objectives is the matter of the shareholders overall while such proposed condition should be an internal matter. In addition, as he is a shareholder of a public company limited, he viewed that the proposal to add such condition was to please the major shareholder. PWA, as a governmental body, must act or supervise on government interests. However, it is not appropriate that the Company acts as a division in PWA. Therefore, he disagreed with allowing the shareholders to acknowledge on such condition. He disagreed that the condition would be registered with the Ministry of Commerce and the objectives including the condition would appear in public. Mrs. Wannipha Ruamrangsi, a legal counsel of PWC, informed that the amendment of 12 items of the objectives could be registered with the Ministry of Commerce. Should the shareholders’ meeting approves with specifying in the minutes of the meeting that if the Company would operate the business under three items in concern, the Company must obtain a prior approval from the committee of PWA, which is considered an internal management, the amendment of 12 items of the objectives would be applicable per the shareholders’ approval. Mr. Wichian Udomrattanasin, the proxy of PWA informed that the committee of PWA agreed with the legal counsel saying that normally the registration for change in Memorandum of Association with conditions is not allowed. PWA did not disagree with the amendment of all 12 items of the objectives and did not offer to register the amendment with the Ministry of Commerce with conditions but PWA requested to record the proposed condition in the minutes of the meeting. Ms. Maliwan Triyattham, the proxy of Ms. Malini wet-urai, suggested in general that she had experienced registering with the Ministry of Commerce whereby the amendment of objectives might be specified in a broad term. If the

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Company, in the future, considers that it is capable to operate the business in concern with a profit, the Company could propose to the shareholders’ meeting to approve the entering into such business again. Mr. Somkiat Sariphattanna asked whether the amendment in the agenda item informed by PWC was applicable and was allowed by the Articles of Association and requested that the resolution on the revised matter must be clearly informed to the shareholders. The Chairman summarized that, under this agenda, it was proposed to add 12 items of the objectives from 25 items to 37 items in total with the remark for items 30, 35 or 36 in the minutes of the meeting that should the Company would operate the businesses under such three items, the Company must obtain a prior approval from PWA. He furthered that the Company took into consideration the benefits of all shareholders, especially those of minority shareholders. The Company had supported the minority shareholders’ rights as required by the SET. Mr. Anuphot Phanaphon-sirikul, the proxy of Thai Investors Association, requested PWA to explain the reason to include the condition in the approval and the necessity to amend such three items, including asked which issues are subject to obtain an approval from the committee of PWA. This was to clarify to the shareholders so that they fully acknowledged on this issue prior to giving their resolution. For example, whether a canal excavation and bridge construction is defined as a dam construction under item 30, whether a water distribution or a water distribution through water pipe-lines is defined as transportation under item 36 and are subject to PWA’s approval. Mr. Wichian Udomrattanasin, the proxy of the PWA informed that the businesses under items 30, 35 and 36 of the objectives are not under the Company’s expertise such as a contractor for power plants or communication systems or transportations under item 30. Since the invitations had been distributed to the shareholders and the committee of PWA had a meeting on 9 March 2011, the opponent with all proposed items of the objectives specified in the proxy form would affect other proposed 9 items of the objectives. In addition, it was impossible for PWA to approve only proposed 9 items since the invitations stated to all shareholders that the resolution was asking for the approval for all proposed 12 items of the objectives and PWA could not approve on certain items. Taking into consideration all reasons above, the meeting of the PWA’s committee considered to approve such 12 items with the condition to be specified in the minutes of the meeting. The President viewed that the management’s offer was to register with the Ministry of Commerce in a broad way to facilitate the operations whereby other listed companies comply with this practice. The Company had not invested in all business specified in the objectives. However, all opinions were beneficial to the Company, including those from PWA as we may see that in the past the Company invested in the business without expertise. So he understood how the major shareholder feels worry about this. With respect to the objectives about a contractor for constructions of communication or transportation businesses, the Company had no intension to operate or invest in such businesses. Should the Company would operate in those businesses, PWA would disagree on the operation. Should the Company would invest in these businesses to support the Company’s main business, e.g., SCADA system or transportation through pipe-line, PWA would not disagree on this. Therefore, PWA did not disagree with the amendment of 12 items of the objectives but PWA requested to record in the minutes of the meeting that in the case that the Company intends to operate such three businesses, the Company must obtain a prior approval from the PWA’s committee. He viewed that the condition proposed by PWA was beneficial to the shareholders whereby prior to conducting the businesses or investing in such

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businesses, not only the Board of Directors of the Company would carefully review the appropriateness of the investment, the major shareholder also would emphasize on the importance of such investment. Mr. Thanaprasert Phamonphairot inquired about the expenses for the registration of the amendment in a Memorandum of Association with the Ministry of Commerce and inquired that whether in the case that the Company would operate the business under 12 items of the objectives, the Company would be required to obtain an approval from the shareholders’ meeting or the Board of Directors is entitled to operate such businesses without the prior approval. The President informed that the registration cost was not in a significant amount but the expenses for convening a shareholders’ meeting to approve the amendment of the objectives are higher. He furthered that if the Company would invest in the businesses under items 30, 35 or 36 of the objectives, the matter must be proposed to the PWA’s committee prior to make the investment. With respect to the matters other than such 3 items of the objectives, the Board of Directors could consider to approve on the investment or business operation, except that in the case that the sizes of transactions are subject to the requirements of the notification of the Securities and Exchange Commission or the notification of the Stock Exchange of Thailand, the Company must propose such matters to the shareholders’ meeting to consider for approval. For the activities deemed to not be under the Company’s expertise or in which the Company is not ready to operate, the Company would carefully consider on such activities by taking into consideration the interests of all shareholders prior to deciding to make an investment. Items 26-29 are considered to be primary businesses and the businesses under other items of the objectives are stipulated so as to make the objectives covering all over areas. The Company did not intend to conduct on such business in the near future. Resolution The meeting, by more than three-fourth of the total number of votes of the Shareholders attending the

meeting and having the right to vote, approved the Amendment to Clause 3 of the Company’s Memorandum of Association with regard to the addition of 12 Objectives, making a total of 37 Objectives, with the voting comprising approval 1,401,851,702 votes, or 98.8032% disapproval 8,818,279 votes, or 0.6215 % abstention 8,162,045 votes, or 0.5752%

Agenda 7 To consider the amendment of the Company’s Articles of Association Article 40 (1)

The President & CEO addressed that The Company’s Articles of Association Article 40(1) states to

consider the report of the Board of Directors. The shareholders proposed that this issue is an acknowledgement and thus not required to vote. From studying the companies registered in the Stock Exchange of Thailand (SET), the majority states that this is an acknowledgement of the companies’ operation in the past year .The details of the amendment as follows:

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Articles of Association (Current) Proposed Amendment to Article 40 (1) No. 40 The purpose of Annual General Meeting if as follows:

(1) Consider the report of the Board of Directors regarding the business operations of the Company in the past year.

(2) Consider and approve the Balance Sheets. (3) Consider and allocate profits. (4) Vote directors to replace those resigned at the

end of the term. (5) Nominate auditor. (6) Others.

No. 40 The purpose of Annual General Meeting if as follows:

(1) Acknowledge the report of the Board of Directors regarding the business operat ions of the Company in the past year.

(2) Consider and approve the Balance Sheets. (3) Consider and allocate profits. (4) Vote directors to replace those resigned at the

end of the term. (5) Nominate auditor. (6) Others.

Mr. Sathaphon Phangniran remarked that since the current Articles of Association does not specify, for example, a verification of the minutes of the meeting, an approval on directors’ remunerations and an approval on auditors’ remunerations, these matters should be completely added into the objectives and the shareholders’ meeting should also approve them in this meeting. Mrs. Namphon Rassadanukul Senior Vice President Department of CEO Office & Corporate Secretary stated that, in agenda item 2 regarding verification of the minutes of the shareholders’ meeting, the Company had asked the Ministry of Commerce and it appeared that the Company could request for verification for this agenda item. With respect to the approval on directors’ remunerations and auditors’ remunerations, the Company had specified these matters in the Articles of Association. In addition, the Public Limited Company Act, B.E. 2535 also requires that such matters be approved by an annual general shareholders’ meeting. The Company, therefore, had fulfilled the requirements under its Articles of Associations and the Public Limited Company Act. Resolution The meeting, by more than three-fourth of the total number of votes of the Shareholders attending the

meeting and having the right to vote, approved this agenda with the voting comprising approval 1,413,293,661 votes, or 99.6096 % disapproval 20 votes, or 0.0000 % abstention 5,538,345 votes, or 0.3903 %

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Agenda 8 To Consider and approve the cancellation of the remaining amount of the unissued debentures and the approval of the newly 5 billion Baht.

President and Ceo informed that from the 2003 Annual General Meeting of Shareholders held on 28th January 2004, it resolved that the Company issues and offers for sale of debentures in the amount of not exceeding 3.5 billion Baht, which the Company has issued and offered for sell the debentures of 2.5 billion Baht on 16th July 2004 and there are still remaining amount of one billion Baht . From the 2005 Annual General Meeting of Shareholders held on 27thJanuary 2006 approved that the Company issues and offers for sale of debentures in the amount of not exceeding 2 billion Baht. At present, there is still not issued any debentures under the said amount. Board The Board of Director’s Meeting No. 2/2011 (14th February 2011) considered in accordance with the Execu tive and Investment Committee No. 3/2011 (10th February 2011), it is agreed to the cancellation of the original amount and the issuance and offer for sale of the debentures, details are as follows;

1. The Board of Directors considered and approved in principles of the cancellation of the 3 billion Baht outstanding and unissued debentures, and the approval of 5 billion Baht newly issued and offered for sales of debentures within a period of 5 years. The details are as follows:

1.1 Approval on the cancellation of 3 billion Baht outstanding and unissued debentures, consisting of the 1 billion Baht unissued debentures and 2 billion Baht unissued debentures which

were previously approved by the 2003 AGM on 28th January 2004 and by 2005 AGM on 27th January 2006, respectively.

1.2 Approval on the newly issued and offered for sales of debentures not exceeding 5 billion Baht within 5 years in order to 1) Repay the Company’s debt: loans, debentures, or other form of debt securities in the future. 2) Expand its investment both domestic and international (if any) in accordance with Company’s objective specified in the Memorandum of Association, and 3) Use as its working capital.

2 To gain flexibility for fund-raising, based on timing of the financial market, the Board of Directors or any person designated by the Board of Directors are authorized to consider and fix terms and conditions of debenture issuances in accordance with laws, regulations, and notifications and any changes to those made in the future, related to the newly issuances and offers for sales of debentures.

1. To consider and determine the type, the name, the number that will be offered for sale in each tranche, face value, offering price, period in the right of the issuance and offer for sale, allocation method, interest rates and other details related with the issuance and offer for sale or redemption of the debentures.

2. To appoint a financial advisor and/or consultant and/or underwriter for the issuance and offer for sale of debentures and/or credit rating company and/or securities of the Company and/or debenture holders representative and/or the securities registrar and/or financial institution and/or other persons for the issuance and offer for sale of debentures.

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3. Contact to negotiate, sign, appoint, amend the contracts and/or other documents, including contact to give information, submit evidence and related documents to the Securities and Exchange Commission (SEC) and/or other departments related to the issuance and offer for sale of the said debenture as well as any other action is necessary to the issuance and offer for sale of the said debentures.

4. Contact to negotiate, sign, appoint, amend the contracts and/or other related documents, including contact to give information, submit evidence and related documents for listing and trading the securities in the secondary market which is the necessary and/or benefit to the issuance and offer for sale of the said debentures.

Mr. Sathaphon Phangniran informed that since the terms in the Company’s loan agreements with financial institutions require the Company to maintain its debts per shareholders’ equity ratio to no more than 2, he asked to record in the minutes of the shareholders’ meeting that the Board of Directors of the Company or the persons authorized by the Board of Directors would supervise on the issuance of debentures so as to control the debt per shareholders’ equity not to higher than the ratio specified in the loan agreements. Mr. Hangchai Akawatkul thanked to the proxy of PWA who facilitated the resolution on the amendment of the Company’s objectives and further opined that he would like the issuance of the debentures made in Baht currency and limited to domestic area in order to create a revolving in the country because there were many companies issuing their debentures in a dollar currency and subsequently subject to dollar fluctuations. In addition, Mr. Hangchai recommended the Company to make a dividend payment quarterly since the Company is capable to operate its business and incur low finance costs i.e., costs of loaning money. He agreed with the issuance of the debentures because there might be any unexpected circumstances occur in the future. Mr. Thanaprasert Phamonphairot suggested that if the Company would issue debentures, it should be clearly specified in the prospectus that the debentures would be in Baht currency. The Chairman informed that the Company would further take into consideration on the mater regarding the dividend payment and stated that under the requirement for the information specified in the prospectus, the currency must be stated. Resolution The meeting, by more than three-fourth of the total number of votes of the Shareholders attending the

meeting and having the right to vote, approved the cancellation of the remaining amount of the issuance and offer for sale of debentures, and approve the issuance and offer for sale of debentures in the amount of not exceeding 5,000 million Baht, with the authorization of the Board of Directors or those who are authorized by the Board of Directors, taking charge in administration to the issuance and offer for sale of debentures, with the voting comprising approval 1,406,957,331 votes, or 99.1630% disapproval 6,336,330 votes, or 0.4465% abstention 5,538,365 votes, or 0.3903%

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Agenda 9. To consider and approve the net profit allocation and dividend payment. President&Ceo informed that the Section 116 of the Public Company Limited Act B.E. 2535 stipulates that the Company shall allocate the annual profit of no less than 5% of the annual profit as reserve till the reserve is no less than 10% of the registered capital. However, the Company has a dividend payment policy to shareholders of no less than 30% of the net profit of the consolidated financial statement after the deduction of the lawful reserve of each year as well as the Company’s agreement of necessity and suitability. The Executive and Investment had considered and passed a resolution to propose to the Board of Directors for further consideration before proposing to the AGM consider and approve as follows:

1. Allocation of the profit: The Company had completely allocated its profit as a reserve following Section 116 of the Public Company Limited Act B.E. 2535 since 30th September 2006 of which amounted for 166.50 million Baht. which was no less than 10% of the registered capital of the Company. Thus, there is no need for the Company to further allocate additional reserve.

2. Dividend payment: The Company had a net profit of 908.55 million Baht. According to its dividend payment policy, it is stipulated that the dividend payment is no less than 30% of the net profit of the consolidated financial statement. Thus, this shall be further proposed to the AGM for consideration dividend payment at 0.38 Baht per share as follows: - Interim payment : According to the Board of Directors meeting No. 8/2010 (23rd August 2010) approved the interim payment from the operating results of the six-month period as ended 30th June 2010 paid dividend at 0.13 Baht per share, paid on 21st September 2010

- The second half 2010 dividend payment at 0.25 Baht per share. The Record Date specifies the list of shareholders entitled to receive dividend is on 30th March 2011, and the list of shareholders shall be complied pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (additional amendment till 2008) by closing of the share register book to suspend the share transfer on 31st March 2011. The dividend payment date is set on 12th April 2011.

Description 2010 (1 Jan. – 31 Dec. 2010)

2009 (1 Jan. -31 Dec. 2009)

1. Net Profit (Baht Million) 908.55 802.27 2. Amount of shares 2.1 Amount of shares for the interim dividend payment 1,663,725,149 1,663,725,149 2.2 Amount of shares for the annual dividend payment 1,663,725,149 1,663,725,149 3. Total dividend per share (Baht :share) 0.38 0.35

3.1 Interim dividend (Baht :share) 0.13* 0.10 3.2 The second half 2009 dividend (Baht :share) 0.25 0.25

4. Total dividend (Baht Million) 632.22 582.30 5. Dividend payout ratio 69.09% 72.13%

Remark * The Board of Directors Meeting No 8/2010 (23rd August 2010) approved the interim dividend payment from the operating results of 1st January – 30th June, 2010 paid on 21st September 2010.

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Mr. Chatri Charoennueang suggested that the interim dividend payments, later on, should be more than Baht 0.13. He gave an example that in the shareholders’ meetings of many companies; he also suggested about the increase rate of dividend payments and after such companies had taken his suggestion into their consideration and applied the suggestion, their share prices increased and their shareholders used their dividend payments as the investments in those companies’ shares. However, he disagreed with making the dividend payments quarterly because there would incur an expense on the distribution of documents. The Company might pay an interim dividend payment for the second half of the year in the amount less than the amount suggested by him but if the Company had a good operational results, it may consider paying more. Mr. Thanaprasert Phamonphairot suggested that the Board of Directors assess the situations in the latter half of the year in advance and should it appeared that the Company would earn high profits, the interim dividend payment than could be made in a high rate. In the case that there appears an uncertain condition, the Company would encounter risks thereafter. Resolution: The meeting approved the dividend payment for the second-half-year operations of 2010 at the

rate of 0.25 Baht per share and acknowledged the interim dividend for the first-half-year operations of 2010 was 0.13 Baht per share from retained earning profit (The interim dividend was paid on 21st September 2010); therefore, in 2010, the dividend payment will be equivalent to 0.38 Baht per share and determined the date to list shareholders who are entitled to receive dividend on 30th March 2011, and list shareholders’ names according to Section 225 of the Securities and Exchange Act. B.E. 2535 (Amended B.E. 2551) by closing the shareholders’ registration book on 31st March 2011. The dividend payment date will be on 12th

April 2011, with voting comprising Approval 1,413,293,681 votes, or 99.6096% disapproval 0 votes, or 0.0000% abstention 5,538,345 votes, or 0.3903%

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Agenda 10. To appoint new directors in replacement of those who are due to retire by rotation.

President and CEO informed that according to the Article 17 of the Company’s Articles of Association, at the Annual General Shareholder’s Meeting, 1/3 of Directors have to retire by rotation. 4 directors retiring by rotation are:

1. Mr. Wiset Chamnarnwong 2. Pol.Maj.Gen. Pimol Sinthunava 3. Mr. Rasda Pongpaew 4. Mr. Praphant Asava-aree

The Corporate Governance Committee Meeting No. 4/2010 (22nd September 2010) and the Board of Directors No. 9/2010 (30th September 2010) had defined the procedure to provide the right of minority shareholders to propose name(s) of qualified candidate(s) to be the directors through the websites of the Company and the Stock Exchange of Thailand from 1st October - 31st December 2010.

Name of replacements directors who retired by rotation are: 1. Mr. Wiset Chamnarnwong re-appointed 2. Pol.Maj.Gen. Pimol Sinthunava re-appointed 3. Mr.Permsak Rattana-ubon in place of Mr.Rasda Pongpaew 4. Mr. Praphant Asava-aree re-appointed

A Brief Profiles of 4 Nominated to be the Company’s Directors as follows:

1. Mr.Wiset Chamnarnwong Nomination Rationale The Board of Directors has considered and agreed with the proposal of the Nomination Committee to propose Mr. Wiset Chamnarnwong as the Company's board of directors for another term because he is qualified director according to the criteria determined by the company, strong leadership, good knowledge in the Company’s operation and related businesses and devoted his time to manage the Company’s affairs. Therefore, the re-appointment will create the continuity to the Company’s business operations. Performance during tenure 2010 During his tenure as the Company’s director, Mr. Wiset Chamnarnwong has operated as the company’s director with full capability. He always provides useful suggestions as the Chairman of the Corporate Governance Committee and Risk Management Committee. He focuses on enhance business operation and efficiency in various aspects such as (1) to ensure that the company has complied with the announcements of the Office of Security Exchange Commission; (2) to ensure equal right of every shareholder through disclosing financial information, enabling minority shareholders to nominate director and propose shareholders’ meeting agenda, emphasizing on executives’ share trading as well as maintaining business information of directors, executives

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and employees; (3) to promote working culture base on good corporate governance under the principals of every religions; (4) to evaluate the quality of the Annual General Shareholders’ Meeting; and (6) to determine appropriate risk factors in the current business environment and provide appropriate operational plan to reduce and mitigate risk factors.

2. Pol.Maj.Gen.Pimol Sinthunava Nomination Rationale :The Board of Directors has resolved to propose the re-appointment of Pol.Maj.Gen. Pimol Sinthunava as the Company's board of directors for another term because he is qualified director according to the criteria determined by the company, strong leadership, good knowledge about the company’s operation and, independent

from major shareholders and executives and devoted his time to manage the Company’s affairs. Therefore, the re-appointment will create the continuity to the Company’s business operations which will benefit the Company during his tenure. Performance during tenure

Pol.Maj.Gen. Pimol Sinthunava has devoted as the company’s director with full capacities as the Chairman of Nomination Committee, Corporate Governance Committee, and Risk Management Committee. He has helped enhancing internal business operation and efficiency in various aspects such as (1) to consider and recruit qualified persons to operate as the Company’s directors and Sub-committees, review and perform self-assessment of the Company’s board of directors and determine the succession plan in the management level; (2) to ensure that the company has complied with the announcements of the Office of Security Exchange Commission, emphasizing on executives’ share trading policies, maintaining business information and promoting working culture base on good corporate governance;

3.Mr.Permsak Rattana-ubon Nomination Rationale : The Board of Directors has considered the opinion of the Nominating Committee to propose Mr.Permsak Rattana-ubon should be appointed in place of Mr.Rasda Pongpaew due to his qualifications, proficiency in engineering with knowledge on power industry. His position in EGCO Engineering & Service Company Limited is Engineering & Energy Business Division Manager.

4.Mr. Praphant Asava-aree Nomination Rationale: The Board of Directors has considered and agreed with the proposal of the Nomination Committee to propose Mr. Praphant Asava-Aree as the Company's board of directors for another term because he is qualified director according to the criteria determined by the company as well as to devoted his time to the corporate governance of the Company and expertise in relevant business group. During his tenure as the Company’s director, he has performed his duties properly, regularly attended board meetings and performance evaluation is very satisfactory as well as performed duties of directors on specific matters as appropriate also. Therefore, the re-appointment will create the continuity to the Company’s business operations.

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Performance during tenure As a director of the Company, Mr. Praphant Asava-Aree focuses on the financial cost management policy and cost control in order to maximize efficiency. He also promotes relationship among stakeholders such as create confidence for clients by acquiring new water source for the next ten (10) years, providing transparent disclosure to shareholders and investors, making Corporate Social Responsibility (CSR) activities especially on education in communities, etc. During his tenure as the Company’s director, he is focusing on a strategic planning by expanding water utility and treatment businesses, as well as to maintain expansion of core water business in order to long-term sustainability of the business. The Chairman informed that, according to the invitations, the position of Mr. Permsak Rattana-ubol which was specified as a manager of Egco Engineering&Service Co., Ltd, is now a vice managing director of such company. The Chairman then provided an opportunity for the shareholders to ask a question relating to this agenda item. There were shareholders asking questions as follows: Mr. Thanaprasert Phamonphairot inquired about the position of the governor of the Provincial Waterworks Authority that whether his holding of a position as a director in a private company conflicts with the governmental regulations regarding a conflict of interest in the private company or not. Mr. Wichian Udomrattanasin, the proxy of the PWA informed that there is an exemption to have the governmental officer, elected by PWA, supervising on the company of which its shares are held by PWA and Mr. Wiset Chamnarnwong was elected to hold such position; therefore, not in conflict with the governmental regulations. Mr. Settaphong em-ot remarked that he admired the performance of all directors which were compromised between private and government sectors and further opined that since Mr. Rassada Pongpaew is the director nominated from a private sector who had performed his duty well, he thanked to Mr. Rassada Pongpaew for his well management. The Chairman informed that Mr. Rassada Pongpaew has been experienced in many skills, he is well equipped with knowledge and ability; therefore, greatly managing and supervising the business operation. However, Mr. Rassada Pongpaew has retired from Electricity Generating Plc. (EGCO) and the executive at EGCO proposed the person to replace Rassada Pongpaew who is also scholastic, equipped with long expertise in managing the business for 36 years. The Chairman asked that, in agenda item 10 regarding the election of directors, all shareholders, who would agree, disagree or abstain the vote, submit their ballots. The voting in this agenda would be on an individual basis. The nominated directors comprised 4 directors and our staff would collect the ballots cast for all 4 persons simultaneously in order to facilitate and expedite the collection process. The reason why the collection of ballots process under this agenda was different from other agenda items was that the Company is required to

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comply with the guideline on the evaluation of quality of shareholders’ meetings by Thai Investors Association, Thai Listed Companies Association and the Office of the Securities and Exchange Commission. Resolution: 1.The meeting reelected the 3 retiring directors to be the directors for another term, namely:

1.1 Mr.Wiset Chamnarnwong, with the following votes: Approval 1,406,956,231 votes, or 99.1629% disapproval 6,333,430 votes, or 0.4463% abstention 5,542,365 votes, or 0.3906% 1.2 Pol. Maj. Gen. Pimol Sinthunava, with the following votes: Approval 1,413,141,762 votes, or 99.5989% disapproval 139,879 votes, or 0.0098% abstention 5,550,385 votes, or 0.3911% 1.3 Mr. Praphant Asava-aree, with the following votes: Approval 1,406,878,732 votes, or 99.1575% disapproval 6,410,929 votes, or 0.4518% abstention 5,542,365 votes, or 0.3906% 2. The meeting appointed Mr. Permsak Rattana-ubon to be a new director in place of Mr.Rasda Pongpaew, with voting comprising Approval 1,413,199,782 votes, or 99.6030% disapproval 89,879 votes, or 0.0063% abstention 5,542,365 votes, or 0.3906% Thus, the Board of Directors consists of 11 persons whose names appear below

1.Mr. Utid Tamwatin Chairman/ Independent Director 2. Mr. Kanoksakdi Bhinsaeng Director 3.Mrs.Niskorn Tadthiemrom Independent Director 4.Pol.Lt.Gen Somyot PoomPanmoung Director 5.Mr. Rungson Sriworasat Director 6. Mrs.Monta Pranootnorapal Director 7. Mr.Boonmee Juntaravong Independent Director 8. Mr.Wiset Chamnarnwong Director 9. Pol.Maj.Gen.Pimol Sihthunava Independent Director 10.Mr.Permsak Rattana-ubon Director 11. Mr.Praphant Asava-aree Director and President &CEO

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Agenda 11 To consider and approve of the remuneration and the benefit of the Directors of the Company for 2011 (from 1st January – 31st December 2011)

President & CEO addressed that according to the Article of Association of the Company Item 4, paragraph 2-3, and the section 90 of the Public Company Limited Act B.E. 2535 stipulate that the remuneration of the Directors shall follow the resolution of the AGM of which consisting of voting points of no less than one-third of the total voting rights of the attended shareholders at the meeting. The Board of Directors Meeting (11th February 2011) approved to propose to the AGM for consideration of the remuneration and benefit of Directors of the Company pursuant to responsibility and suitability as follows: 1. Remuneration of the Board of Directors for 2011 shall remain the monthly remuneration of Baht 40,000 per person

consisting of one part of the meeting allowance and three parts of the monthly remuneration with the increase of 25% for the Chairman of the Board. If there are more than 1 meeting per month, the meeting allowance shall remain for one meeting.

2. Remuneration of the Sub-Committee (receive no monthly remuneration) shall receive the meeting allowance as duty as follows:

2.1 Audit Committee : Meeting allowance of Baht 20,000 per person per meeting attendance 2.2 Other Sub-Committees : Meeting allowance of Baht 10,000 per person per meeting attendance

3. Remuneration (Bonus) of the Board of Directors for 2010 To remain the remuneration (Bonus) of the Board of Directors for 2010 at Baht 420,000 per person with the increase of 25% for the Chairman of the Board and the calculation of the bonus pursuant to the position period.

Details of Remuneration 2011 (proposed year) 2010

Remuneration of the Board of Directors

1. Monthly remuneration Baht 30,000 /person/ month (Chairman of the Board received an increase of 25%)

Baht 30,000 /person/ month (Chairman of the Board received an increase of 25%)

2. Meeting allowance Baht 10,000 /meeting/month (Pay only to Directors attending the meeting)

Baht 10,000 /meeting/month (Pay only to Directors attending the meeting)

3. Bonus (Calculation of bonus pursuant to the position period in 2010)

Baht 420,000 per person (Chairman of the Board received an increase of 25%)

Baht 525,000 per person (Chairman of the Board received an increase of 25%)

Remuneration of the Sub-Committees

Audit Committee - Receive meeting allowance Baht 20,000/ meeting - Pay only to Directors attending the meeting - No monthly remuneration

Audit Committee - Receive meeting allowance Baht 20,000/ meeting - Pay only to Directors attending the meeting - No monthly remuneration

Other Sub-Committees - Receive meeting allowance Baht 10,000/ meeting - Pay only to Directors attending the meeting - No monthly remuneration

Other Sub-Committees - Receive meeting allowance Baht 10,000/ meeting - Pay only to Directors attending the meeting - No monthly remuneration

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Mr. Narong Boonkrong noted that the remuneration of the directors has been stable for a long time and when considering the Company’s operational results, the Board of Directors has performed their duties well. The Company had a profit and the dividend payment to the shareholders amounted to 69 percent of the net profit. He was unsure what the ratio of the directors’ bonus per the net profit would be. The Company may consider on this ratio and increase the directors’ remuneration to be suitable with such ratio for the next year. Mr. Chatri Charoennueang agreed with the shareholder’s suggestion and, therefore, deemed it is appropriate to increase the remuneration 10 percent and that the remuneration should be in proportion to prof it or dividend payment’s ratios. He proposed to adjust the remuneration for this year in order to support the directors’ dedication of their time to the Company. The Chairman thanked to the shareholder in suggesting to increase directors’ remuneration and further informed that although the Company’s profit increased, the directors’ remuneration was not in line with the dividend payment’s proportion to the shareholders. The Board of Directors intended to operate the business of the Company with their full competence in order to make benefits to the Company. In this year, the Board of Directors deemed it’s appropriate to remain the remuneration to the same amount as specified to the shareholders in the invitation letters and, in the following years, the remuneration for the directors would be considered again as appropriate. The President informed that since the existing director team had a chance to perform their duties for two years consecutively, the Company was beneficial in terms of continuity. When the directors were elected in the last two years, the Board of Directors considered decreasing the remuneration. In this year, although the Company generated more profits, the Board of Directors considered to give bonuses to the employees in accordance with the criteria and their performance while the directors’ remuneration remained unchanged. Mr. Thanaprasert Phamonphairot thanked to the Board of Directors and asked the shareholders to applaud to the Board of Directors for their performance and dedication.

Resolution : The meeting approved the remuneration of Directors according to their responsibility as follows: 1. Remuneration of the directors for the year 2011. The monthly remuneration shall remain at the amount of 40,000 Baht per person, which one portion is provided for meeting allowance and three portions for monthly remuneration. The Chairman shall additionally receive 25% of the remuneration. If more than 1 meeting is held per month, the allowance shall not be given more than 1 meeting. 2. Remuneration of the sub-committees for the year 2011.

2.1 The Audit Committee: Each member shall receive meeting allowance of 20,000 Baht per attended meeting. 2.2 Other Sub Committee: Each member shall receive meeting allowance of 10,000 Baht per attended meeting.

3. Bonus for the Board of Directors for 2010.

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Bonus for the year 2010 for the Board of Directors shall remain at the amount of 420,000 Baht per person. However, the calculation of bonus shall be based on the maturity of position holding. Whereby Chairman will receive bonus 25% increased respectively from the Board of Directors’ account. The meeting approved this agenda with the voting comprising approval 1,406,882,732 votes, or 99.1632% disapproval 6,333,330 votes, or 0.4464% abstention 5,538,365 votes, or 0.3903%

Agenda 12. Other matters (if any)

The Chairman informed the Meeting that according to Section 105 under the Public Limited Companies Act stated that in case the shareholders requested the Meeting to consider other matters, the shareholders shall hold shares amounting to no less than one-third of the total number of shares sold.

No shareholder proposed other matters.

. Mr. Chatri Charoennueang asked if the Company would prepare for a company visit or not in this year and suggested that the shareholders attending in this agenda item should be primarily allowed to visit the Company since they really dedicated themselves to attend this meeting. There would be a cost for the company visit; therefore, he suggested the Company to give a priority to the shareholders who could truly provide benefits to the Company such as the shareholders holding more than 100 shares. He also asked the shareholders in the meeting to applaud to the Board of Directors. Mr. Thanaprasert Phamonphairot suggested that if the shareholders feel interested to visit the Company, the Company should support their intension by allowing all shareholders who are interested to visit the Company. The visit might be arranged in two times. Mr. Chatri Charoennueang viewed that the Company should arrange for the company visit as it may deem appropriate and give a priority to the shareholders in this meeting. Mr. Noppadol Wetchasat thanked to Mr. Rassada Pongpaew for his well management throughout his term. His recognition is appeared in the annual report saying that Mr. Rassada transferred his remuneration to Thai Forest Conservation Foundation aiming to preserve forests and river sources. So he asked the shareholders to applaud to him. Mr. Hangchai Akawatkul thanked to the proxy of PWA and admired that he resolved the issue well, especially the issue in the agenda item relating to the amendment of the Memorandum of Association and asked the shareholders to applaud to him. He furthered that a listed company could be well managed if equipped with a good corporate governance and he supported the listed companies that can generate profits. Mr. Anuphot Phanaphon-sirikul, the proxy of Thai Investors Association, recommended the Company to improve the efficiency of its internet data system and requested to provide information in a Thai version other than an English

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version to the investors and thanked the Company in convening such a transparent meeting, providing opportunities to minority shareholder to ask questions and to opine on all matters. Lastly, he wished the Company to maintain its good corporate governance later on. The Chairman of the Meeting thanked all shareholders for their attendance and suggestions. The Company would take all shareholders’ suggestions into further consideration. The Chairman of the Meeting then declared the 2009 Annual General Shareholders’ Meeting adjourned.

The Meeting was adjourned at 17.20 hours. Mr. Praphant Asava-aree President & CEO