Press Releases

08/08/2001

International Power (Cayman) Limited US$ 350,000,000 2 percent. Senior Convertible Notes Due 2005

International Power plc ("IPR"), being the sole shareholder of International Power (Cayman) Limited ("Cayman") hereby advises that on 8 August 2001, the Articles of Association of Cayman have been amended by IPR as follows:

"Article 7(3) of the Articles of Association of the Company be amended by the deletion of sub-paragraph (k) and substitution thereof with the following sub-paragraph (k):-

"(k) If a Change of Control shall have occurred, then upon any exercise of Conversion and Exchange and Redemption Rights where the Conversion and Exchange Date falls within 60 days following a Change of Control or, if later, 60 calendar days following the date on which notice thereof is given to holders of the Notes, the Reference Price shall be adjusted by dividing the Reference Price in force immediately prior to such alteration by a figure calculated as follows:

A C

X

100% B

where:

A is the average of the daily Daily Price of a Note expressed as a percentage of the nominal amount thereof during a period of 12 calendar months ending with the month prior to the last completed calendar month prior to the date of the Relevant Event (or if the Relevant Event occurs prior to 24 November, 2001, a period commencing on 24 November, 2000 and ending with the month prior to the last completed calendar month prior to date of the Relevant Event) (the ''Calculation Period'');

B is the average of the Converted Daily Share Price during the Calculation Period.

C is the Reference Price (as adjusted from time to time) converted to US dollars at the fixed rate of exchange of £1 = US$1.4223.

"Daily Price" means, in respect of any day, the average of the median of the bid and offer price of a Note quoted on that day by each of three leading market makers in the notes selected by International Power. "Daily Share Price" means, in respect of any day, the average of the bid and offer quotations published in the Daily Official List of the London Stock Exchange for one ordinary share on such day or, if such day is not a dealing day, on the immediately preceding dealing day.

"Converted Daily Share Price" means, in respect of any day, the Daily Share Price in respect of such day converted into US dollars at the £/US dollar rate of exchange as appearing on or derived from Reuters page "FXBENCH" as at or about 11.00 (London time) on such day.

provided that no increase of the Reference Price shall be made pursuant to this provision."

The purpose of the amendment is to clarify the intention of IPR and Cayman with respect to the protection of investors in the event of a takeover. The above amendments are in full force and effect as from 8 August 2001.

Stephen Ramsay
Company Secretary

ENDS