Companies/Securities Info. _ Listed Company Infomation
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EDL-Generation Public Company (the “Company”) would like to notify the important resolutions of the Ordinary Board of Directors meeting No. 1/2015 dated 23 March 2015 as follows:

1.Approved the report on the business operating result of the Company for the year 2014, the financial statements of the Company for the year 2014 which were audited by the independent auditors and this matter shall be proposed to the Annual General Shareholders’ Meeting for the year 2014 for further consideration.

2.Approved the dividend payment from the business operating result for the last 6-month-period of 2014 (01/07/2014 - 31/12/2014) after deducting legal reserve fund, reserve funds for power plant repair and business expansion and bonus for employees, to the shareholders whose names appear in the shareholder register book on the closing date of the shareholder register book to determine the rights of shareholders to receive dividend on 27 April 2015 at the rate of 268 Kip per share, with the total dividend to be paid of 328,62 Billion Kip and the dividend payment will be made on 5 May 2015 and this matter shall be proposed to the Annual General Shareholders’ Meeting for the year 2014 for further consideration.

3.Approved the appointment of the independent auditors, i.e. PricewaterhouseCoopers (Laos) Ltd. To be the independent auditors of the Company for the year 2015, and the remuneration of the independent auditors for the year 2015 shall be USD 94.500 and this matter shall be proposed to the Annual General Shareholders’ Meeting for the year 2014 for further consideration.

4.Determined the Agenda of the Annual General Shareholders’ Meeting for the year 2014 as follows:
Agenda 1: To consider and adopt the Minutes of the Annual General Shareholders’ Meeting for the year 2013.
Agenda 2: To consider and adopt the financial statements of the company for the first 6- month-period of the year 2014 (01/01/2014-30/06/2014) and the dividend payment from the business operating result for the first 6-month-period of the year 2014.
Agenda 3: To consider and adopt the report on the business operating result of the Company for the year 2014, the financial statements of the Company for the year 2014, and the business plan of the Company for the year 2015.
Agenda 4: To consider and approve the dividend payment from the business operating result for the last 6-month-period of 2014 (01/07/2014 - 31/12/2014).
Agenda 5: To consider and approve the appointment of the independent auditor and the determination of the remuneration of the independent auditor for the year 2015.
Agenda 6: To consider and approve the increase of index multiplier of the basic salary of the Company’s employees for the fiscal year 2015.
Agenda 7: To consider and approve the projects cost of Nam Khan2 Hydropower Plant Project and Houay Lamphan Gnai Hydropower Plant Project from Electricite Du Laos (EDL).
Agenda 8: To consider and adopt the amendments to the Articles of Association of the Company.
Agenda 9: To consider and approve the increase of the Company’s registration capital.

5.Approved the increase of index multiplier of the basic salary of the Company’s employees for the fiscal year 2015 by 8 percent and this matter shall be proposed to the Annual General Shareholders’ Meeting for the year 2014 for further consideration.

6.Approved the Transfer of the purchase asset of Nam Khan2 Hydropower Plant Project and Houay Lamphan Gnai Hydropower Plant project from EDL, the Company will pay for two projects purchase asset to EDL in amount as follows :
1)The transfer of the purchase asset of Nam Khan2 Hydropower Plant Project with an approximately of USD 336,16 Million.
2)The transfer of the purchase asset of Houay Lamphan Gnai Hydropower Plant Project with an approximately of USD 226,73 Million.
Nonetheless, the Transfer of two Hydropower Plant Projects by EDL and the acceptance of the transfer of asset 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 Transfer of the Project Asset, 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 asset transfer contemplated in the MOU and the Asset Transfer Agreement;
(2)Each of the parties having received all government approvals necessary to effect the asset transfer contemplated in the MOU and the Asset Transfer Agreement;
(3)EDL having received any and all necessary consents, authorizations and approvals from any other third parties, the various lenders, to complete the asset transfer contemplated in the MOU and the Asset Transfer Agreement; and
(4)The Company having received approval from its shareholders’ meeting, if necessary, to accept the transfer of asset contemplated in the MOU and the Asset Transfer Agreement.
And authorized Managing Director 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 asset from EDL and/or any person relevant to the said purchase of asset, including without limitation, the asset transfer 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 and this matter shall be proposed to the Annual General Shareholders’ Meeting for the year 2014 for further consideration.

7.Approved the increase of the Company’s registered capital by issuing not exceeding 464.783.334 new ordinary shares at the par value of 4.000 Kip each and shall be offered for sale to the existing shareholders and/or the specific shareholders and/or public offering. The shares of the company will increase from 1.226.216.765 shares to 1.690.985.099 shares to expand an installed capacity approximately of 659,4 MW.
And propose to the Annual General Shareholders’ Meeting authorized the Board of Directors and/or any person entrusted by:
1)Authorized to consider and specify the registered capital, the number of new shares and other relevant details, amend, add, agree, execute, sign, deliver any documents and/or information necessary and relevant to the increase of the Company’s registered capital, 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 Securities 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.
(2) Consideration and determine details and conditions necessary or relevant to the offering for sale of shares in all respects such as : determine the record dates/closing dates of the shareholder registration book the rights of shareholders to the subscription of the capital increase ordinary shares as the price offered by holding shares, the offering period, the subscription shares period, including the appointment of consulting, the underwriter, perform, sign, deliver applications, prospectus, agreements and/or various documents with the Lao Securities Commission Office, and the Lao Securities Exchange, governmental authorities and/or entities and/or any relevant persons for such matters.

And this matter shall be proposed to the Annual General Shareholders’ Meeting for the year 2014 for further consideration.


Please be informed accordingly for reporting purpose.



Sincerery Yours,
Deputy Managing Director (CFO)

-signature-

Bounsalong SOUTHIDARA
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