BOLIVIAN POWER CO LTD/DE, SC 13D, 1999-08-26

BOLIVIAN POWER CO LTD/DE
SC 13D, 1999-08-26
ELECTRIC SERVICES

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under The Securities Exchange Act of 1934

COMPANIA BOLIVIANA de ENERGIA ELECTRICA S.A. -
BOLIVIAN POWER COMPANY LIMITED
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Shares, Without Nominal or Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

204425 102
- --------------------------------------------------------------------------------
(CUSIP Number)

David H. Peterson
Compania Boliviana de Energia Electrica S.A. -
Bolivian Power Company Limited
Obrajes, Ave. Hernando Siles #5635
Entre Calles 10 y 11
La Paz, Bolivia
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

with a copy to:
Frank Voigt, Esq.
Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
(612) 340-2781

August 26, 1999
Date of Event which Requires Filing of this Statement

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

<PAGE> 2

1 Name of reporting person: Tosli Acquisition B.V.
I.R.S. Identification Numbers of above person (entities only): N/A

- ------------- ------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (see instructions) (a) [X]
(b) [ ]

- ------------- ------------------------------------------------------------------------------------------------------
3 SEC use only

- ------------- ------------------------------------------------------------------------------------------------------
4 Sources of funds (see instructions) AF

- ------------- ------------------------------------------------------------------------------------------------------
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]

- ------------- ------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization The Netherlands

- ------------- ------------------------------------------------------------------------------------------------------
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power [0]
(8) Shared voting power [4,030,762]
(9) Sole dispositive power [0]
(10) Shared dispositive power [4,030,762]

- ------------- ------------------------------------------------------------------------------------------------------
11 Aggregate amount beneficially owned by each reporting person 4,030,762

- ------------- ------------------------------------------------------------------------------------------------------
12 Check if the aggregate amount in Row (11) excludes certain shares (see instructions) [ ]

- ------------- ------------------------------------------------------------------------------------------------------
13 Percent of class represented by amount in Row (11) 96.6%

- ------------- ------------------------------------------------------------------------------------------------------
14 Type of reporting person (see instructions) CO

- ------------- ------------------------------------------------------------------------------------------------------
</TABLE>

-2-
<PAGE> 3

- ------------- ------------------------------------------------------------------------------------------------------
3 SEC use only
- ------------- ------------------------------------------------------------------------------------------------------
4 Sources of funds (see instructions) AF

- ------------- ------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization The Netherlands

- ------------- ------------------------------------------------------------------------------------------------------
11 Aggregate amount beneficially owned by each reporting person 4,030,762

- ------------- ------------------------------------------------------------------------------------------------------
13 Percent of class represented by amount in Row (11) 96.6%

- ------------- ------------------------------------------------------------------------------------------------------
14 Type of reporting person (see instructions) CO

- ------------- ------------------------------------------------------------------------------------------------------
</TABLE>

-3-
<PAGE> 4

- ------------- ------------------------------------------------------------------------------------------------------
3 SEC use only

- ------------- ------------------------------------------------------------------------------------------------------
4 Sources of funds (see instructions) AF

- ------------- ------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization Sweden

- ------------- ------------------------------------------------------------------------------------------------------
11 Aggregate amount beneficially owned by each reporting person 4,030,762

- ------------- ------------------------------------------------------------------------------------------------------
13 Percent of class represented by amount in Row (11) 96.6%

- ------------- ------------------------------------------------------------------------------------------------------
14 Type of reporting person (see instructions) CO

- ------------- ------------------------------------------------------------------------------------------------------
</TABLE>

-4-
<PAGE> 5

- ------------- ------------------------------------------------------------------------------------------------------
3 SEC use only

- ------------- ------------------------------------------------------------------------------------------------------
4 Sources of funds (see instructions) AF

- ------------- ------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization Sweden

- ------------- ------------------------------------------------------------------------------------------------------
11 Aggregate amount beneficially owned by each reporting person 4,030,762

- ------------- ------------------------------------------------------------------------------------------------------
13 Percent of class represented by amount in Row (11) 96.6%

- ------------- ------------------------------------------------------------------------------------------------------
14 Type of reporting person (see instructions) CO

- ------------- ------------------------------------------------------------------------------------------------------
</TABLE>

-5-

<PAGE> 6

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
CUSIP NO. 204425 102
- ------------- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Name of reporting person: NRG Energy, Inc.
I.R.S. Identification Nos. of above person (entities only): 14-1724239
- ------------- ------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (see instructions) (a) [x]
(b) [ ]

- ------------- ------------------------------------------------------------------------------------------------------
3 SEC use only

- ------------- ------------------------------------------------------------------------------------------------------
4 Sources of funds (see instructions) AF

- ------------- ------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization Delaware, U.S.A.

- ------------- ------------------------------------------------------------------------------------------------------
11 Aggregate amount beneficially owned by each reporting person 4,030,762

- ------------- ------------------------------------------------------------------------------------------------------
12 Check if the aggregate amount in Row (11) excludes certain shares [ ]

- ------------- ------------------------------------------------------------------------------------------------------
13 Percent of class represented by amount in Row (11) 96.6%

- ------------- ------------------------------------------------------------------------------------------------------
14 Type of reporting person (see instructions) CO

- ------------- ------------------------------------------------------------------------------------------------------
</TABLE>

-6-

<PAGE> 7

TENDER OFFER

This Rule 13D Transaction Statement (this "Statement") relates to the offer
by Tosli Acquisition B.V., a Netherlands private limited liability company (the
"Purchaser") and a wholly-owned subsidiary of Tosli Investments N.V., a
Netherlands public limited liability company ("Tosli") that is equally owned,
through subsidiaries, by NRG Energy, Inc., a Delaware corporation ("NRG") and a
wholly-owned subsidiary of Northern States Power Company, a Minnesota
corporation ("NSP"), and Nordic Power Invest AB, a Swedish corporation ("NPI")
and a wholly-owned subsidiary of Vattenfall AB, a Swedish corporation
("Vattenfall") that is wholly-owned by the State of Sweden, to purchase all of
the outstanding common shares (the "Shares"), without nominal or par value, of
Compania Boliviana de Energia Electrica S.A. - Bolivian Power Company Limited, a
Nova Scotia corporation (the "Company"), at a purchase price of U.S. $20.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, as amended and supplemented, dated August
26, 1999 (the "Offer to Purchase"), a copy of which is attached hereto as
Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which is
attached hereto as Exhibit (a)(2) (which, as amended from time to time, together
constitute the "Offer" ).

ITEM 1. SECURITY AND ISSUER.

The name of the Issuer is Compania Boliviana de Energia Electrica S.A. --
Bolivian Power Company Limited, a Nova Scotia corporation, which has its
principal executive offices at Av. Hernando Siles 5635, Obrajes, La Paz,
Bolivia. The class of equity securities to which this Schedule 13D relates is
the Company's common shares, without nominal or par value. The information set
forth on the cover page and in the "Introduction" of the Offer to Purchase is
incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(c), (e) and (f) This Statement is being filed by the Purchaser, Tosli,
NRG, NPI and Vattenfall. The information set forth in Section 9 "Certain
Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall and NSP" and
Schedule A of the Offer to Purchase is incorporated herein by reference.

(d) During the last five years, neither the Purchaser, Tosli, NRG, NPI nor
Vattenfall, nor, to the best of their knowledge, any of the individuals listed
in Schedule A of the Offer to Purchase has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The information set forth in the "Introduction" and Section 10 "Source and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.

ITEM 4. PURPOSE OF TRANSACTION.

(a)-(e) The information set forth in the "Introduction," Section 11
"Background of the Offer; Agreements" and Section 12 "Purpose of the Offer;
Plans for the Company" of the Offer to Purchase is incorporated herein by
reference.

(f)-(j) The information set forth in the "Introduction" and Section 7
"Effect of the Market for the Shares; Offer on Termination of Exchange Act
Registration" of the Offer to Purchase is incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) The information set forth in the "Introduction," Section 9
"Certain Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall and
NSP," Section 11 "Background of the Offer; Agreements," Section 12 "Purpose of
the Offer; Plans for the Company" and Schedule A of the Offer to Purchase is
incorporated herein by reference.

-7-
<PAGE> 8

(c) Issuer reports no transactions in the class of securities reported on
that were effected during the past sixty days or since the most recent filing of
Schedule 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

The information set forth in the "Introduction," Section 9 "Certain
Information Concerning Purchaser, Tosli, NRG NPI, Vattenfall and NSP," Section
10 "Source and Amount of Funds," Section 11 "Background of the Offer;
Agreements" Section 12 "Purpose of the Offer; Plans for the Company," and
Schedule A of the Offer to Purchase is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

(a)(1) Offer to Purchase dated August 26, 1999.

(a)(2) Form of Letter of Transmittal.

(a)(3) Form of Notice of Guaranteed Delivery.

(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees.

(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.

(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

(a)(7) Form of Notice of Offer to Purchase.

(a)(8) Press Release issued by the Company, dated August 26, 1999.

(b) None

(c)(1) Employment Agreement of Roger J. Dupuis, dated October 7, 1996
(incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1996).

(c)(2) Employment Agreement of Roland C. Gibson, dated October 7, 1996
(incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1996).

(c)(3) Stockholders Agreement dated as of December 13, 1996, by and between
NRG Energy, Inc. and Nordic Power Invest AB (incorporated by reference
to the Company's Form 8-K dated December 19, 1986).

(c)(4) Credit Agreement dated as of August 1, 1997, by and between the
Company and Corporacion Andina de Fomento. (incorporated by reference
to the Company's Form 10-Q for the quarter ended June 30, 1990).

(c)(5) Stockholder Maintenance Agreement dated August 1, 1997, by and among
NRG Energy, Inc., Nordic Power Invest AB and Corporation Andina de
Fomento (incorporated by reference to the Company's Form 10-Q for the
quarter ended June 30, 1990).

(c)(6) Form of Pledge Agreement dated as of August 1, 1997, by and among the
Company, Corporacion Andina de Fomento and United States Trust Company
of New York (incorporated by reference to the Company's Form 10-Q for
the quarter ended June 30, 1997).

(c)(7) Form of Subsidiary Guaranty dated as of August 1, 1997, by and among
the Company, Corporacion Andina de Fomento and all Restricted
Subsidiaries of the Company made a party to the Agreement by execution
of a Joinder to Guaranty in the form attached thereto (incorporated by
reference to the Company's Form 10-Q for the quarter ended June 30,
1997).

-8-

<PAGE> 9

(c)(8) Form of Indenture dated as of August 1, 1997, by and between the
Company and Corporacion Andina de Fomento (incorporated by reference
to the Company's Form 10-Q for the quarter ended June 30, 1997).

(c)(9) Development Services Agreement, dated October 9, 1998, between Cobee
Development LLC and the Company (incorporated by reference to the
Company's Form 10-K for the year ended December 31, 1998).

(d) None

(e) Not applicable.

(f) Not applicable.

-9-

<PAGE> 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: August 26, 1999 Tosli Acquisition B.V.

By: /s/ Valorie A. Knudsen
--------------------------------------
Valorie A. Knudsen
Director of Tosli Investments N.V.

And By: /s/ Gunnar Vallin
----------------------------------
Gunnar Vallin
Director of Tosli Investments N.V.

Tosli Investments N.V.

By: /s/ Valorie A. Knudsen
--------------------------------------
Valorie A. Knudsen
Director

And By: /s/ Gunnar Vallin
----------------------------------
Gunnar Vallin
Director

NRG Energy, Inc.

By: /s/ Valorie A. Knudsen
--------------------------------------
Valorie A. Knudsen
Vice President, Corporate Strategy
and Emerging Markets

Nordic Power Invest AB

By: /s/ Gunnar Vallin
--------------------------------------
Gunnar Vallin
President

Vattenfall AB

By: /s/ Gunnar Vallin
--------------------------------------
Gunnar Vallin
President of Nordic Power Invest AB

-10-
<PAGE> 11

EXHIBIT INDEX

(a)(1) Offer to Purchase dated August 26, 1999.

(a)(2) Form of Letter of Transmittal.

(a)(3) Form of Notice of Guaranteed Delivery.

(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees.

(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.

(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

(a)(7) Form of Notice of Offer to Purchase.

(a)(8) Press Release issued by the Company, dated August 26, 1999.

(b) None

(c)(1) Employment Agreement of Roger J. Dupuis, dated October 7, 1996
(incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1996).

(c)(2) Employment Agreement of Roland C. Gibson, dated October 7, 1996
(incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1996).

(c)(3) Stockholders Agreement dated as of December 13, 1996, by and between
NRG Energy, Inc. and Nordic Power Invest AB (incorporated by reference
to the Company's Form 8-K dated December 19, 1986).

(d) None

(e) Not applicable.

(f) Not applicable.

-11-

<PAGE> 1

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES OF

COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
AT

U.S. $20.00 NET PER SHARE
BY

TOSLI ACQUISITION B.V.
A WHOLLY-OWNED SUBSIDIARY OF

TOSLI INVESTMENTS N.V.
THE PRINCIPAL SHAREHOLDER OF THE COMPANY

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, SEPTEMBER 24, 1999, UNLESS THE OFFER IS EXTENDED.

TOSLI ACQUISITION B.V., A NETHERLANDS PRIVATE LIMITED LIABILITY COMPANY,
HEREBY OFFERS TO PURCHASE ALL OF THE OUTSTANDING COMMON SHARES, WITHOUT NOMINAL
OR PAR VALUE (THE "SHARES"), OF COMPANIA BOLIVIANA DE ENERGIA ELECTRICA
S.A. -- BOLIVIAN POWER COMPANY LIMITED, A NOVA SCOTIA CORPORATION (THE
"COMPANY"), FOR A CASH PRICE OF U.S. $20.00 NET PER SHARE (THE "OFFER PRICE").

ALL VALID TENDERS NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED
BELOW) WILL BE ACCEPTED. IF AT THE EXPIRATION DATE IT IS DETERMINED THAT VALID
TENDERS REPRESENTING AT LEAST 90% OF THE NUMBER OF NON-AFFILIATE SHARES
OUTSTANDING ON A FULLY-DILUTED BASIS HAVE BEEN OR ARE LIKELY TO BE RECEIVED AND
ACCEPTED, TOSLI ACQUISITION B.V. IN ITS SOLE DISCRETION MAY EXTEND THE OFFER. IF
90% OF SUCH NON-AFFILIATE SHARES ARE TENDERED AND ACCEPTED, TOSLI ACQUISITION
B.V. INTENDS TO EXTEND THE PERIOD OF TIME FOR WHICH THE OFFER IS OPEN FOR AN
ADDITIONAL THREE MONTHS, TOSLI INVESTMENTS N.V., A NETHERLANDS PUBLIC LIMITED
LIABILITY COMPANY THAT OWNS 4,030,762 SHARES (96.6% OF THE CURRENTLY OUTSTANDING
SHARES), INTENDS TO TENDER ALL OF SUCH SHARES, AND IN THE EVENT TOSLI
INVESTMENTS N.V. TENDERS ITS SHARES, ALL SHARES NOT TENDERED WILL BE PURCHASED
PURSUANT TO NOVA SCOTIA LAW, AT THE OFFER PRICE. SEE SECTIONS 1 AND 4 BELOW.

IF AT THE EXPIRATION DATE A SUFFICIENT NUMBER OF VALID TENDERS HAVE BEEN
ACCEPTED TO REDUCE THE NUMBER OF RECORD HOLDERS OF THE SHARES TO LESS THAN 300,
THE COMPANY INTENDS TO DEREGISTER THE SHARES WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION"), AND CEASE FILING REPORTS AND OTHER
INFORMATION WHICH THE COMPANY IS CURRENTLY REQUIRED TO FILE WITH THE COMMISSION
UNDER THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE
ACT"). SEE SECTION 7 BELOW.
------------------------

THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS" OR THE
"BOARD") HAS UNANIMOUSLY DETERMINED THAT THE OFFER DESCRIBED HEREIN IS FAIR TO,
AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS (THE
"STOCKHOLDERS" OR THE "HOLDERS"), HAS UNANIMOUSLY APPROVED THE OFFER AND
RECOMMENDS THAT THE HOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO
THE OFFER.
------------------------
<PAGE> 2

IMPORTANT

ANY HOLDER DESIRING TO TENDER ALL OR ANY PORTION OF SUCH HOLDER'S SHARES
SHOULD EITHER (1) COMPLETE AND SIGN THE LETTER OF TRANSMITTAL (OR A FACSIMILE
THEREOF) IN ACCORDANCE WITH THE INSTRUCTIONS IN THE ATTACHED LETTER OF
TRANSMITTAL, (2) MAIL OR DELIVER IT AND ANY OTHER REQUIRED DOCUMENTS TO THE
DEPOSITARY, AND (3) EITHER (A) DELIVER THE CERTIFICATES REPRESENTING SHARES (THE
"CERTIFICATES") TO THE DEPOSITARY (AS DEFINED BELOW) ALONG WITH THE LETTER OF
TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE), (B) DELIVER SUCH SHARES PURSUANT
TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER SET FORTH IN SECTION 3 BELOW, OR (C)
REQUEST HIS OR HER BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE TO EFFECT THE TRANSACTION FOR HIM OR HER. A HOLDER WHOSE SHARES ARE
REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE MUST CONTACT SUCH PERSON IF HE OR SHE DESIRES TO TENDER SUCH
SHARES.

IF A HOLDER DESIRES TO TENDER SHARES AND SUCH HOLDER'S CERTIFICATES ARE NOT
IMMEDIATELY AVAILABLE, OR THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IF APPLICABLE,
CANNOT BE COMPLETED ON A TIMELY BASIS, OR TIME WILL NOT PERMIT ALL REQUIRED
DOCUMENTS TO REACH THE DEPOSITARY PRIOR TO THE EXPIRATION DATE, SUCH HOLDER MAY
TENDER SUCH SHARES BY FOLLOWING THE PROCEDURES FOR GUARANTEED DELIVERY. SEE
SECTION 3 BELOW.

QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO MACKENZIE
PARTNERS, INC. (THE "INFORMATION AGENT") AT THE ADDRESS AND TELEPHONE NUMBER SET
FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASE. ADDITIONAL COPIES OF THIS
OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED
DELIVERY MAY BE OBTAINED FROM THE INFORMATION AGENT OR FROM BROKERS, DEALERS,
COMMERCIAL BANKS OR TRUST COMPANIES WHO ARE THE REGISTERED OWNERS OF SHARES.
------------------------

THE DATE OF THIS OFFER TO PURCHASE IS AUGUST 26, 1999
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
INTRODUCTION..................................................... 1
1. Terms of the Offer, Expiration Date......................... 2
2. Acceptance for Payment and Payment.......................... 2
3. Procedure for Tendering Shares.............................. 3
4. Withdrawal Rights; Possible Purchase of Shares Not
Tendered.................................................... 5
5. Certain Income Tax Consequences of the Offer................ 7
6. Price Range of Shares; Dividends............................ 9
7. Effect of the Offer on the Market for the Shares;
Termination of Exchange Act Registration.................... 9
8. Certain Information Concerning the Company.................. 10
9. Certain Information Concerning the Purchaser, Tosli, NRG,
NPI, Vattenfall and NSP..................................... 12
10. Source and Amounts of Funds................................. 19
11. Background of the Offer; Agreements......................... 19
12. Purposes of the Offer; Plans for the Company................ 23
13. Certain Conditions to the Offer............................. 24
14. Certain Legal Matters; Regulatory Approvals................. 26
15. Fees and Expenses........................................... 27
16. Miscellaneous............................................... 27
Schedule A Information Regarding the Directors and Executive
Officers of the Purchaser, Tosli, NRG, NPI, Vattenfall
and NSP............................................... S-1
</TABLE>

All currency amounts in this document are, unless otherwise indicated, expressed
in United States Dollars.
<PAGE> 4

TO THE HOLDERS OF COMMON SHARES OF
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. -- BOLIVIAN POWER COMPANY LIMITED:

INTRODUCTION

Tosli Acquisition B.V., a Netherlands private limited liability company
(the "Purchaser"), hereby offers to purchase all outstanding common shares,
without nominal or par value (the "Shares"), of Compania Boliviana de Energia
Electrica S.A. -- Bolivian Power Company Limited, a Nova Scotia corporation (the
"Company"), at a purchase price of U.S. $20.00 per Share, net to the seller in
cash (the "Offer Price"), upon the terms and subject to the conditions set forth
in this Offer to Purchase and in the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). The Purchaser is a
wholly-owned subsidiary of Tosli Investments N.V., a Netherlands public limited
liability company ("Tosli") that is equally owned, through subsidiaries, by NRG
Energy, Inc., a Delaware corporation ("NRG"), and Nordic Power Invest AB, a
Swedish corporation ("NPI"), a wholly-owned subsidiary of Vattenfall AB, a
Swedish corporation ("Vattenfall") that is wholly-owned by the State of Sweden.
NRG is a wholly-owned subsidiary of Northern States Power Company, a Minnesota
corporation ("NSP").

Tendering stockholders of the Company (the "Stockholders" or the "Holders")
who hold Shares in their own name(s) will not be charged brokerage fees or,
except as set forth on Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the transfer and sale of Shares pursuant to the Offer. The
Purchaser will pay all charges and expenses of U.S. Bank Trust National
Association, which is acting as Depositary (the "Depositary"), and MacKenzie
Partners, Inc., which is acting as the Information Agent (the "Information
Agent"), incurred in connection with the Offer. See Section 15 below.

THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS" OR THE
"BOARD") HAS UNANIMOUSLY DETERMINED THAT THE OFFER DESCRIBED HEREIN IS FAIR TO,
AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS, HAS UNANIMOUSLY
APPROVED THE OFFER AND RECOMMENDS THAT THE HOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER.

All valid tenders not withdrawn prior to the Expiration Date will be
accepted. If at the Expiration Date it is determined that valid tenders
representing at least 90% of the number of non-affiliate Shares outstanding on a
fully-diluted basis have been or are likely to be received and accepted, the
Purchaser in its sole discretion may extend the Offer. If 90% of such
non-affiliate Shares are tendered and accepted, the Purchaser intends to extend
the period of time for which the Offer is open for an additional three months,
Tosli, which owns 4,030,762 Shares (96.6% of the currently outstanding shares),
intends to tender all of such Shares, and in the event Tosli tenders its Shares,
all Shares not tendered will be purchased pursuant to Nova Scotia law, at the
Offer Price. See Sections 1 and 4 below.

If at the Expiration Date a sufficient number of valid tenders have been
accepted as will reduce the number of record Holders of the Shares to less than
300, the Company intends to deregister the Shares with the United States
Securities and Exchange Commission (the "Commission"), and cease filing reports
and other information which the Company is currently required to file with the
Commission under the requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"). See Section 7 below.

According to the Company's Form 10-Q for the period ended June 30, 1999, as
of August 11, 1999, 4,202,575 Shares were issued and outstanding, and 9,700
Shares were reserved for issuance pursuant to employee stock options.

See Section 13 below, which sets forth the conditions to consummation of
the Offer, Section 14 below, which discusses certain legal matters and required
regulatory consents and approvals, and Section 5 below, which discusses certain
income tax consequences relating to the sale of the Shares.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
<PAGE> 5

THE OFFER

1. TERMS OF THE OFFER, EXPIRATION DATE

Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any extension or
amendment), the Purchaser will accept for payment and pay for all Shares that
have been validly tendered and not withdrawn as permitted by Section 4 below.
The Offer will expire at 12:00 Midnight, New York City time, on Friday,
September 24, 1999 (the "Expiration Date"), unless the Purchaser, in its sole
discretion, shall have extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall refer to the latest time and
date at which the Offer, as so extended by the Purchaser, shall expire.

Subject to the applicable rules and regulations of the Commission, the
Purchaser expressly reserves the right, in its sole discretion, at any time or
from time to time, and regardless of whether any of the events set forth in
Section 13 hereof shall have occurred or shall have been determined by the
Purchaser to have occurred, to waive any of the conditions set forth in Section
13 below, to increase the amount to be paid per Share and to make any other
changes in the terms and conditions of the Offer.

The rights reserved by the Purchaser in the preceding paragraph are in
addition to the Purchaser's other rights described in Section 4 below. Any
extension, amendment or termination will be followed as promptly as practicable
by a public announcement. In the case of an extension, Rule 14e-1(d) under the
Exchange Act requires that the announcement be issued no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date in accordance with the public announcement requirements of Rule
14d-4(c) under the Exchange Act. Subject to applicable law (including Rules
14d-4(c) and 14d-6(d) under the Exchange Act, which require that any material
change in the information published, sent or given to Holders be promptly
disseminated in a manner reasonably designed to inform the Holders of such
change), and without limiting the manner in which the Purchaser may choose to
make any public announcement, the Purchaser currently intends to make
announcements by issuing a release to the Dow Jones News Service. For purposes
of the Offer, "business day" has the meaning set forth in Rule 14d-1 under the
Exchange Act.

If the Purchaser extends the Offer, or if the Purchaser (whether before or
after its acceptance for payment of Shares) is delayed in its purchase of or
payment for Shares or is unable to pay for Shares pursuant to the Offer for any
reason, then, without prejudice to the Purchaser's rights under the Offer, the
Depositary may retain tendered Shares on behalf of the Purchaser, and such
Shares may not be withdrawn except to the extent tendering Holders are entitled
to withdrawal rights as described in Section 4 below.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Purchaser will extend the Offer and, if necessary, disseminate additional
tender offer materials to the extent required by Rules 14d-4(c), 14d-6(d) and
14e-1 under the Exchange Act.

The Company has provided or will provide the Purchaser with the Company's
Stockholder list and security position listings for the purpose of disseminating
the Offer to Holders. This Offer to Purchase and the related Letter of
Transmittal and other relevant materials will be mailed to record Holders of
Shares, and will be furnished to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the Stockholder lists or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT

Upon the terms and subject to the conditions of the Offer set forth in
Section 13 below (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), the Purchaser will accept for
payment and pay for all Shares validly tendered and not withdrawn on or prior to
the Expiration Date as soon as legally permissible after the satisfaction or
waiver of the conditions related to the regulatory approvals referred to in
Section 13 below. Any determination concerning the satisfaction of such terms
and conditions of the Offer will be determined in good faith by the Purchaser.
Subject to the applicable rules of the Commission, the Purchaser expressly
reserves the right to delay acceptance for payment of or payment for
2
<PAGE> 6

Shares in order to comply, in whole or in part, with any applicable law or
government regulation. Any such delays will be effected in compliance with Rule
14c-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or
return tendered securities promptly after the termination or withdrawal of such
bidder's offer).

For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment tendered Shares when, as and if the Purchaser gives oral or written
notice to the Depositary of its acceptance of the tenders of such Shares.
Payment for Shares accepted for payment pursuant to the Offer will be made by
deposit of the Offer Price with the Depositary, which will act as agent for the
tendering Holders for the purpose of receiving payments from the Purchaser and
transmitting such payments to tendering Holders. For a description of the
procedure for tendering Shares pursuant to the Offer, see Section 3 below.
Accordingly, payment may be made to tendering Holders at different times if
delivery of the Shares and other required documents occur at different times.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY THE PURCHASER ON THE
CONSIDERATION PAID FOR SHARES PURSUANT TO THE OFFER, WHETHER OR NOT THE
PURCHASER EXERCISES ITS RIGHTS TO EXTEND THE OFFER OR THERE ARE DELAYS IN MAKING
SUCH PAYMENT.

IF THE PURCHASER INCREASES THE CONSIDERATION TO BE PAID FOR SHARES PURSUANT
TO THE OFFER, THE PURCHASER WILL PAY SUCH INCREASED CONSIDERATION FOR ALL SHARES
PURCHASED PURSUANT TO THE OFFER.

The Purchaser reserves the right to transfer or assign the right to
purchase all or any portion of the Shares tendered pursuant to the Offer to any
affiliate of the Purchaser or any group of which the Purchaser or any affiliate
is a member, provided, however, that any such transfer or assignment will not
prejudice the rights of tendering Holders to receive payment for Shares validly
tendered.

If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if the certificates representing the Shares ("Certificates") are
submitted for more Shares than are tendered, Certificates for such unpurchased
or untendered Shares will be returned (or, in the case of Shares tendered by
book-entry transfer, such Shares will be credited to an account maintained at
one of the Book-Entry Transfer Facilities (as defined in Section 3 below)),
without expense to the tendering Holder, as promptly as practicable following
the expiration or termination of the Offer.

3. PROCEDURE FOR TENDERING SHARES

Valid Tenders. For a Holder to validly tender Shares pursuant to the Offer,
either (a) a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof) and any other documents required by the Letter of Transmittal
or an Agent's Message (as defined below) must be received by the Depositary at
its address set forth below and either (i) Certificates to be tendered must be
received by the Depositary, at one of its addresses set forth on the back cover
of this Offer to Purchase or (ii) such Shares must be delivered pursuant to the
procedures for book-entry transfer described below and a Book-Entry Confirmation
(as defined below) must be received by the Depositary, in each case prior to the
Expiration Date, or (b) the guaranteed delivery procedure described below must
be complied with.

Book-Entry Transfer. The Depositary will establish accounts with respect to
the Shares at The Depositary Trust Company (the "Book-Entry Transfer Facility")
for purposes of the Offer within two business days after the date of this Offer
to Purchase. Any financial institution that is a participant in the system of
the Book-Entry Transfer Facility may make book-entry delivery of Shares by
causing the Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the Book-Entry Transfer Facility's
procedures for transfer. However, although delivery of Shares may be effected
through book-entry transfer at the Book-Entry Transfer Facility, the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message, and any other required
documents, must in any case, be transmitted to, and received by, the Depositary
at one of its addresses set forth on the back cover of this Offer to Purchase
prior to the Expiration Date, or the tendering Stockholder must comply with the
guaranteed delivery procedures described below.

3
<PAGE> 7

The confirmation of a book-entry transfer into the Depositary's account at
the Book-Entry Transfer Facility as described herein is referred to herein as a
"Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.

THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER, AND THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, A BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal (a) if the Letter of Transmittal is signed by a registered Holder
(which term, for purposes of this Section, includes any participant in the
system of the Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of the applicable security) of Shares tendered
therewith and such registered Holder has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal, or (b) if the securities are
tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a participant
in the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each, an "Eligible Institution"). In all other cases, all signatures on the
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instructions 1 and 5 to the Letter of Transmittal.

If the Certificates are registered in the name of a person other than the
signer of the Letter of Transmittal, or if payment is to be made or Certificates
not tendered or not accepted for payment are to be returned to a person other
than the registered Holder, then the tendered Certificates must be endorsed in
blank or accompanied by appropriate stock powers, in either case signed exactly
as the name or names of the registered owner or owners appear on the
Certificates, with the signatures guaranteed as described above. See
Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery. If a Holder desires to tender Shares pursuant to the
Offer and such Holder's Certificates are not immediately available or time will
not permit all required documents to reach the Depositary on or prior to the
Expiration Date, or the procedure for book-entry transfer cannot be completed on
a timely basis, such Shares may nevertheless be tendered if all the following
conditions are satisfied:

(i) the tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Purchaser herewith, is
received by the Depositary on or prior to the Expiration Date; and

(iii) the appropriate Certificates (or, if applicable, a Book-Entry
Confirmation) representing all tendered securities, in proper form for
transfer, together with the appropriate Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message)
and any other documents required by the Letter of Transmittal, are received
by the Depositary within three trading days after the execution of such
Notice

4
<PAGE> 8

of Guaranteed Delivery. A trading day is any day on which the New York
Stock Exchange, Inc. ("NYSE") is open for business.

The Notice of Guaranteed Delivery must include a guarantee by an Eligible
Institution in the form set forth in the Notice of Guaranteed Delivery, and may
be delivered by hand or transmitted by telegram, facsimile transmission or mail
to the Depositary at one of the addresses set forth on the back cover of this
Offer to Purchase.

IN ALL CASES, SHARES SHALL NOT BE DEEMED VALIDLY TENDERED UNLESS A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) IS
RECEIVED BY THE DEPOSITARY.

The Purchaser's acceptance for payment of Shares validly tendered pursuant
to the Offer will constitute a binding agreement between the tendering Holder
and the Purchaser upon the terms and subject to the conditions of the Offer.

Appointment as Proxy. By executing a Letter of Transmittal as set forth
above, a tendering Holder irrevocably appoints designees of the Purchaser as the
Holder's attorneys-in-fact and proxies in the manner set forth in the Letter of
Transmittal, each with full power of substitution, to the full extent of the
Holder's rights with respect to the Shares tendered by the Holder and accepted
for payment by the Purchaser (and with respect to any and all other Shares or
other securities issued or issuable in respect of such Shares on or after the
Expiration Date). All such powers of attorney and proxies shall be considered
irrevocable and coupled with an interest in the tendered securities. This
appointment will be effective when, and only to the extent that, the Purchaser
accepts the tendered Shares for payment. Upon such acceptance for payment, all
prior powers of attorney, proxies or consents given by the Holder with respect
to the tendered Shares will, without further action, be revoked, and no
subsequent powers of attorney, proxies or consents may be given (and, if given,
will not be deemed to be effective) with respect thereto. The designees of the
Purchaser will, with respect to the tendered Shares and other securities for
which appointment is effective, be empowered to exercise all voting and other
rights of such Holder as they in their sole discretion may deem proper at any
annual, special or adjourned meeting of the Company's stockholders, by written
consent or otherwise. The Purchaser reserves the right to require that, in order
for Shares to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares, the Purchaser must be able to exercise
full voting and other rights of a record and beneficial holder, including action
by written consent, with respect to such Shares.

Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tendered Shares pursuant to any of the procedures described above will be
determined by the Purchaser, in its sole discretion, whose determination shall
be final and binding on all parties. The Purchaser reserves the absolute right
to reject any or all tenders of any Shares determined by it not to be in proper
form or if the acceptance for payment of, or payment for, such Shares may, in
the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves
the absolute right to waive any defect or irregularity in any tender with
respect to Shares of any particular Holder, whether or not similar defects or
irregularities are waived in the case of other Holders. No tender of Shares will
be deemed to have been validly made until all defects and irregularities have
been cured or waived. None of the Purchaser, Tosli, NRG, NPI, Vattenfall, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or will incur any
liability for failure to give any such notification. The Purchaser's
interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the instructions thereto) will be final and binding on all
parties.

4. WITHDRAWAL RIGHTS; POSSIBLE PURCHASE OF SHARES NOT TENDERED

Withdrawal Rights. Tenders of Shares made pursuant to the Offer are
irrevocable; provided that Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date. Thereafter, such tenders may
be withdrawn at any time after September 24, 1999, if they have not previously
been accepted for payment as provided. See Section 14(d)5 or Rule 14d-f of the
Exchange Act.

5
<PAGE> 9

For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase. Any such notice
of withdrawal must specify the name of the person who tendered the securities to
be withdrawn, the number of Shares to be withdrawn and the name of the
registered Holder, if different from that of the person who tendered such
Shares. If Certificates evidencing Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such Certificates, the serial numbers of the particular Certificates evidencing
the Shares to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution, except in the case of Shares tendered for
the account of an Eligible Institution, must also be furnished to the Depositary
as described above. If Shares have been tendered pursuant to the procedures for
book-entry transfer as set forth in Section 3 above, any notice of withdrawal
must also specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn
will not be deemed to be validly tendered for purposes of the Offer. Withdrawn
Shares may, however, be re-tendered for purposes of the Offer by following one
of the procedures described in Section 3 above at any time prior to the
Expiration Date.

All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding on all parties. None
of the Purchaser, Tosli, NRG, NPI, Vattenfall, the Depositary, the Information
Agent or any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification.

Possible Purchase of Shares Not Tendered. The Companies Act of the Province
of Nova Scotia, under which the Company was incorporated, provides in substance
(in Section 132) that if, at the conclusion of a tender offer for all of the
outstanding securities of a company (the "Transferor Company") that has been
held open for tenders for a period of at least four months, tenders are received
and accepted for at least 90% of the Transferor Company's outstanding shares,
the party acquiring shares in the tender offer (the "Transferee Company") may,
within four months after the termination of the tender offer, give notice to
non-tendering holders of shares, that it desires to purchase all of such shares
for the same per-share consideration paid in the tender offer. If such notice is
given by the Transferee Company, unless upon application by a non-tendering
shareholder within one month following such notice, a court of competent
jurisdiction orders otherwise, the Transferee Company will have the right and
become bound to acquire the shares not tendered for that consideration. At the
end of the one-month period (or such later date as a court to whom application
has been made makes its final determination), the Transferee Company must
transfer to the Transferor Company the funds necessary to purchase the shares
not tendered, to be held in trust for the benefit of the holders of such shares.
Upon the transfer of such funds, the Transferee Company will become the holder
of record of such shares.

Case law interpretations of Section 132 indicate that when an affiliate of
the tendering party owns 90% or more of the outstanding securities that are the
subject of the offer, the 90% threshold cannot be met with the shares held by
the affiliate. Accordingly, the Purchaser will not invoke the provisions of
Section 132 unless tenders are received and accepted for 90% of the Shares held
by persons not affiliated with Tosli.

If at the Expiration Date it is determined that 90% of the Shares held by
persons not affiliated with Tosli, are likely to be received and accepted, the
Purchaser in its sole discretion may extend the Offer. If 90% of such
non-affiliate shares are tendered and accepted, the Purchaser intends to extend
the period of time for which the Offer is open for an additional three months,
Tosli intends to tender its Shares to the Purchaser, and the total Shares
tendered and accepted pursuant to the Offer will exceed 99.5% of the Shares
presently outstanding. If this occurs, it is the Purchaser's intention to
exercise its rights under Section 132 of the Companies Act, and to purchase all
Shares remaining outstanding. Holders of such Shares will be paid U.S. $20.00
net per share, and, following the purchase procedure described above, will no
longer be Stockholders of the Company. The tax and other consequences to such
Holders will be the same as those for any Holder tendering Shares whose tender
in response to the Offer is accepted.

6
<PAGE> 10

5. CERTAIN INCOME TAX CONSEQUENCES OF THE OFFER

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain United States federal income tax
consequences of the Offer to U.S. Holders whose Shares are purchased pursuant to
the Offer. In general, a "U.S. Holder" is any Holder that is (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
treated as a corporation or a partnership for United States federal income tax
purposes created or organized in or under the laws of the United States, any
state thereof or the District of Columbia (unless, in the case of a partnership,
the Treasury Regulations provide otherwise), (iii) an estate whose income is
subject to United States federal income tax regardless of its source, or (iv) a
trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust.
Notwithstanding the preceding sentence, to the extent provided in the Treasury
Regulations, certain trusts in existence on August 20, 1996, and treated as
United States persons prior to that date, that elect to continue to be treated
as United States persons will also be U.S. Holders. The following summary is
based upon the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the applicable Treasury Regulations promulgated and proposed
thereunder, judicial authority and administrative rulings and practice.
Legislative, judicial or administrative interpretations are subject to change,
possibly on a retroactive basis, at any time and therefore could alter or modify
the statements and conclusions set forth below.

The following summary deals only with Shares held as capital assets by U.S.
Holders. This summary does not address all aspects of United States federal
income taxation that may be relevant to a particular U.S. Holder in light of
such Holder's personal investment circumstances, or those U.S. Holders subject
to special treatment under the United States federal income tax laws (for
example, life insurance companies and tax-exempt organizations, or U.S. Holders
who acquired their Shares through the exercise of employee stock options or
other compensation arrangements). In addition, the summary does not address any
aspect of foreign, state, local or estate and gift taxation that may be
applicable to a U.S. Holder. Canadian federal income tax considerations are
discussed in the following part of this Section 5.

In addition, this discussion assumes that neither the Company nor any of
its subsidiaries is or at any time has been subject to any special United States
tax laws applicable to foreign corporations, such as the provisions of the Code
applicable to passive foreign investment companies ("PFICs"). The Purchaser does
not have sufficient information to determine whether the Company is or has at
any time been a PFIC. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS
REGARDING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THEM IF THE
COMPANY WERE TO BE CHARACTERIZED AS A PFIC OR TO BE SUBJECT TO ANY OTHER SPECIAL
UNITED STATES TAX LAWS APPLICABLE TO FOREIGN CORPORATIONS.

Consequences of the Sale of Shares by U.S. Holders. The sale of Shares by a
U.S. Holder pursuant to the Offer will be a taxable transaction for United
States federal income tax purposes (and also may be a taxable transaction under
applicable state, local, foreign and other income tax laws). In general, for
United States federal income tax purposes, a sale of Shares by a U.S. Holder
will require a Holder to recognize gain or loss equal to the difference between
his or her adjusted tax basis in the Shares sold pursuant to the Offer and the
amount of cash received therefor. Gain or loss must be determined separately for
each block of Shares (i.e., Shares acquired at the same cost in a single
transaction) sold pursuant to the Offer. Such gain or loss will be capital gain
or loss, and will be long term gain or loss if on the date of sale the Shares
were held for more than one year. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS
CONCERNING THESE RULES.

Backup Tax Withholding. Under the Code, a U.S. Holder may be subject, under
certain circumstances, to "backup withholding" at a 31% rate with respect to
payments made in connection with the Offer. Backup withholding generally applies
if the Holder (whether or not a U.S. Holder) (i) fails to furnish his or her
Social Security Number or taxpayer identification number ("TIN"), (ii) furnishes
an incorrect TIN, (iii) fails properly to report interest or dividends or (iv)
under certain circumstances, fails to provide a certified statement, signed
under penalties of perjury, that the TIN provided is his or her correct number
and that he or she is not subject to backup withholding. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results
7
<PAGE> 11

in an overpayment of taxes, a refund may be obtained. Certain persons generally
are exempt from backup withholding, including corporations and financial
institutions. Certain penalties apply for failure to furnish correct information
and for failure to include the reportable payments in income. EACH HOLDER SHOULD
CONSULT WITH HIS OR HER OWN TAX ADVISOR AS TO HIS OR HER QUALIFICATIONS FOR
EXEMPTION FROM WITHHOLDING AND THE PROCEDURE FOR OBTAINING SUCH EXEMPTION.
HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING WITHHOLDING TAXES IN
GENERAL.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal consequences under the Income
Tax Act (Canada) (the "Canadian Tax Act") generally applicable to Holders who,
for purposes of the Canadian Tax Act, hold their Shares as capital property and
deal at arm's length with the Purchaser and whose Shares are purchased pursuant
to the Offer. This summary does not apply to a Holder that is a corporation or a
Holder with respect to whom the Company is a "foreign affiliate" within the
meaning of the Canadian Tax Act, nor does it apply to Holders subject to special
treatment under the Canadian Tax Act, such as financial institutions or
tax-exempt organizations or Holders who do not hold their shares as capital
property.

This summary is based on the current provisions of the Canadian Tax Act,
the regulations thereunder in force as of the date hereof, and specific
proposals to amend the Canadian Tax Act and regulations publicly announced by
the Minister of Finance prior to the date hereof. Except for the foregoing, this
summary does not take into account or anticipate any changes in law nor does it
take into account any tax consequences under taxing statutes of any Canadian
province or territory.

The Company has advised the Purchaser that it is not resident in Canada for
purposes of the Canadian Tax Act and, accordingly, this summary assumes that
status at all relevant times. The Company has also advised that it has not owned
and will not own, or did not have and will not have an interest in or option in
respect of "taxable Canadian property" within the meaning of the Canadian Tax
Act at any time within the 60-month period ending at the time of the sale of a
Share and that the Shares have not been deemed by any provision of the Canadian
Tax Act to be "taxable Canadian property" within the meaning of Canadian Tax
Act.

Holders Resident in Canada. A Holder who is, or is deemed to be, resident
in Canada for purposes of the Canadian Tax Act (a "resident Holder") will
realize a capital gain (or capital loss) on the sale of a Share pursuant to the
Offer to the extent that the cash received by the Holder, net of any reasonable
costs of selling the Shares, exceeds (or is less than) the adjusted cost base of
the Share to the Holder. A Holder will be required to include in income
three-quarters of a capital gain (the "taxable capital gain"), and, generally,
will be entitled to deduct three-quarters of a capital loss against taxable
capital gains realized by the Holder in the year of sale, in any of the three
years preceding the year of sale or in any year following the year of sale.

Non-Residents of Canada. A Holder whose Shares are purchased pursuant to
the Offer and who is not, and is not deemed to be a resident of Canada for the
purposes of the Canadian Tax Act (a "non-resident Holder") will not be subject
to tax under the Canadian Tax Act on the sale of such Shares unless the Holder
has used the Shares in carrying on a business (other than an insurance business)
in Canada or, in the case of a Holder who is an insurer, the Shares were
designated by the Holder under proposed Section 2401 of the regulations to the
Canadian Tax Act in respect of an insurance business carried on in Canada.

THE INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION PURPOSES ONLY AND SHOULD NOT BE CONSTRUED TO BE LEGAL OR TAX ADVICE
TO ANY PARTICULAR HOLDER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE THE UNITED STATES FEDERAL, CANADIAN FEDERAL, STATE, PROVINCIAL, LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE OFFER TO THEM IN VIEW OF THEIR OWN
PARTICULAR CIRCUMSTANCES.

8
<PAGE> 12

6. PRICE RANGE OF SHARES; DIVIDENDS

PRICE RANGE OF SHARES AND DIVIDENDS

The Shares were listed on the NYSE under the symbol "BLP" from November 22,
1993 until December 19, 1996, when they were delisted. The following table sets
forth, for each of the periods indicated, the reported high and low market
prices per Share and dividend declared per Share for the Shares on the NYSE
Composite Tape, based on information supplied by the Company ("Company
Information").

<TABLE>
<CAPTION>
DIVIDEND
1997 HIGH LOW DECLARED
- ---- ---- --- --------
<S> <C> <C> <C>
First Quarter............................................... (1) (1) $ 5.00(2)
Second Quarter.............................................. (1) (1) --
Third Quarter............................................... (1) (1) --
Fourth Quarter.............................................. (1) (1) --
</TABLE>

<TABLE>
<CAPTION>
1998
- ----
<S> <C> <C> <C>
First Quarter............................................... (1) (1) $ 8.32(2)
Second Quarter.............................................. (1) (1) --
Third Quarter............................................... (1) (1) --
Fourth Quarter.............................................. (1) (1) --
</TABLE>

<TABLE>
<CAPTION>
1999
- ----
<S> <C> <C> <C>
First Quarter............................................... (1) (1) --
Second Quarter.............................................. (1) (1) --
Third Quarter (through August 24, 1999)..................... (1) (1) --
</TABLE>

- -------------------------
(1) On December 19, 1996, the Company's common stock was delisted from the NYSE.
Since then, there has been no established active trading market for the
Company's common stock. The Company is unable to estimate the current
aggregate market value of the Company's common stock held by non-affiliates
since it has no information concerning recent trading prices.

(2) The Company terminated its policy of paying regular quarterly dividends when
the Shares were delisted from the NYSE. However, the Company paid a special
cash dividend of $5.00 per share in January 1997 and a special cash dividend
of $8.32 per share in January 1998. There is no current intention that any
further special dividends will be paid or that the policy of paying regular
quarterly cash dividends will be reinstated. The Company's ability to pay
dividend is restricted by the Agreement between the Company and Corporacion
Andina de Fomento ("CAF"), which the parties entered into in August 1997.
CAF is a multilateral, supernational financial institution, the shareholders
of which are the member countries of the Andean Community.

7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; TERMINATION OF EXCHANGE ACT
REGISTRATION

EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES

Effect of Previous Tender Offer. In November 1996, pursuant to a Purchase
Agreement with Tosli, Tosli made a cash tender offer (the "1996 Offer") for all
of the outstanding shares of the Company's common stock at $43.00 per share. The
Offer expired on December 18, 1996, and promptly thereafter Tosli purchased all
of the shares that had been validly tendered and not withdrawn. As a result,
Tosli acquired and now owns 4,060,732, or 96.6%, of the Company's Shares, and
became entitled to designate all of the members of the Company's Board of
Directors.

9
<PAGE> 13

Impact of the Offer on Liquidity of the Shares. As a result of the 1996
Offer, the Company was delisted from the NYSE, and since the delisting, there
has been no established active trading market for the Shares. See Section 6
above. Since the existence of a public market for the Shares and the
availability of quotations for the Shares depends principally upon the number of
Holders and the number of Shares available for trading, it is likely that the
effect of the Offer will be to even further limit the liquidity of the Shares.
The liquidity of the Shares would likely be further limited if registration of
the Shares under the Exchange Act is terminated, as described below, with the
result that little (if any) public information will be available with respect to
the Company.

TERMINATION OF EXCHANGE ACT REGISTRATION

The Shares are currently registered under the Exchange Act. The purchase of
the Shares pursuant to the Offer may result in the Shares becoming eligible for
termination of such registration under Rule 12g-4 of the Exchange Act.
Registration of the Shares under the Exchange Act may be terminated upon
application of the Company to the Commission if the Shares are not listed on a
national securities exchange and there are fewer than 300 record Holders of the
Shares. According to Company Information, as of August 19, 1999, there were
approximately 374 Holders of record of Shares.

Termination of registration of the Shares under the Exchange Act would
reduce substantially the information required to be furnished by the Company to
its Stockholders and to the Commission (see "Available Information" in Section 8
below). It would also make certain provisions of the Exchange Act no longer
applicable to the Company, such as the short-swing profit recovery provisions of
Section 16(b), the requirement of furnishing a proxy statement in connection
with Stockholders' meetings and the related requirements of Rule 14e-3 under the
Exchange Act with respect to "going private" transactions. If a sufficient
number of Shares are tendered in the Offer, the Purchaser will seek to cause the
Company to make an application for termination of registration of the Shares as
soon as possible following the purchase of such Shares. There is no current
intention to pursue additional tender offers.

8. CERTAIN INFORMATION CONCERNING THE COMPANY

The following information concerning the Company has been taken from the
Company's Annual Report on Form 10-K, as amended, for the year ended December
31, 1998 (the "Company 10-K"), and other information filed by the Company with
the Commission. Where applicable, certain information has been updated based
upon information supplied by the Company. See "Available Information" below.

General. The Company is a Nova Scotia corporation, with its principal
executive offices located at Obrajes, Ave. Hernando Siles #5635, Entre Calles 10
y 11, La Paz, Bolivia. The Company generates electricity in Bolivia from 15
hydroelectric power stations and one thermal facility. In 1998, electricity
generated by the Company represented approximately 27% of all electricity
generated in Bolivia. As of December 31, 1998, the Company's maximum generating
capacity was 190 megawatts ("MW").

The Zongo Project. The Company operates its electric generation business
under a 40-year Concession granted by the National Government in 1990 and
amended in December 1994 and March 1995. Under the terms of its Concession, the
Company is obligated to expand its hydroelectric generation capacity. This
expansion, which the Company refers to as the "Zongo Project," consists of
adding new generation facilities and modernizing existing facilities in the
Zongo Valley and constructing transmission lines to transmit the increased
generation capacity. The Zongo Project was completed in mid-1999 and has added
approximately 65 MW to the Company's generation capacity.

The Miguillas Project. Under the terms of the Concession, the Company also
has the right to expand its facilities in the Miguillas Basin (the "Miguillas
Project") which, if completed, would add over 200 MW of generation capacity. In
accordance with its obligations under the Concession, in late 1995 the Company
presented to the Bolivian government a technical-economic feasibility study for
the Miguillas Project.

During 1998 the Company actively pursued the Miguillas Project and in May
1998 the Company received bids from certain selected contractors for an
engineering, procurement and construction contract for

10
<PAGE> 14

the first stage of the Miguillas Project which would add approximately 160 MW of
generating capacity, principally for the domestic market. The Company also
actively explored the financing alternatives for the Miguillas Project.

On August 10, 1998 an administrative action was filed before the Bolivian
Superintendency of Electricity by a private Bolivian citizen seeking the
termination of the Company's Concession. The Miguillas project has been put on
hold as a consequence of this action, due to the uncertainties relating to the
outcome of the claim and to the unavailability of financing alternatives for the
Miguillas Project if the claim is not resolved in the Company's favor and
certain other factors.

The Bulo-Bulo Project. The Company has been involved in the development of
a greenfield gas generation facility (the "Bulo-Bulo project"). The Bulo-Bulo
project will consist of an 80 MW natural gas fired facility and is being
developed in cooperation with another company. The electricity generated by this
facility would be fed into the Bolivian grid. If the Bulo-Bulo project is
completed, it is expected that the Company would be the operator of the project.

Puerto Suarez Project. In September 1997 the Bolivian Superintendency of
Electricity granted the Company a non-exclusive provisional license to perform
the necessary studies for the installation of gas-fired generation facilities in
Puerto Suarez in Santa Cruz on the Brazilian border (the "Puerto Suarez
Project"). The license grants the Company the right to perform studies in order
to generate and sell electricity in Puerto Suarez and surrounding areas and to
sell electricity in the Brazilian market. The Company is currently conducting
those studies in cooperation with three other companies and future advancement
of the Puerto Suarez Project will be conditioned on obtaining a satisfactory
power purchase agreement, which will thereafter lead to the study of financial
alternatives for the Project. As these conditions have not yet been met, there
can be no assurance that the Project will be ultimately undertaken.

There can be no assurance that any or all of the Miguillas, Bulo-Bulo or
Puerto Suarez Projects will be completed.

Selected Financial and Operating Data. Set forth below is certain selected
financial and operating data with respect to the Company and its consolidated
subsidiaries excerpted from financial information contained in the Company 10-K.
More comprehensive financial information is included in the Company 10-K and
other documents filed by the Company with the Commission. The selected financial
and operating data should be read in conjunction with, and is qualified in its
entirety by reference to the Company 10-K, the Company 10-Q, and such other
documents, including the financial statements and related notes therein.

COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
SELECTED FINANCIAL AND OPERATING DATA
(U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
JUNE 30, ------------------------------
1999 1998 1997 1996
-------- ---- ---- ----
<S> <C> <C> <C> <C>
Total assets.......................................... $171,617 $169,596 $198,394 $153,761
Operating revenue..................................... 15,705 23,739 21,676 20,009
Net income............................................ 4,702 5,164 6,195 8,434
Net income per common share (a)....................... 1.12 1.23 1.47 2.01
Book value per common share (a)....................... 20.50 19.38 18.15 29.96
Cash dividends per common share (a)................... -- -- 13.32 0.80
</TABLE>

- -------------------------
(a) Average Shares outstanding on a fully-diluted basis: 4,202,575, 4,202,575
and 4,201,602 for the years ended December 31, 1998, 1997 and 1996,
respectively, and 4,202,575 at June 30, 1999.

11
<PAGE> 15

9. CERTAIN INFORMATION CONCERNING THE PURCHASER, TOSLI, NRG, NPI, VATTENFALL AND
NSP

All of the information concerning Tosli, Vattenfall and NPI contained in
this Offer to Purchase, including financial information, has been supplied by
Tosli, Vattenfall and NPI, as the case may be. Although the Purchaser has no
knowledge that any such information is untrue, neither the Purchaser, Tosli,
Vattenfall, NPI, NRG, the Information Agent nor the Depositary takes any
responsibility for the accuracy or completeness of such information or for any
failure by Tosli, Vattenfall or NPI to disclose events that may have occurred or
may affect the significance or accuracy of such information.

The Purchaser. The Purchaser is a Netherlands private limited liability
company and a wholly-owned subsidiary of Tosli. To date, the Purchaser has not
conducted any business other than in connection with the Offer. Until
immediately prior to the time the Purchaser purchases Shares pursuant to the
Offer, it is not anticipated that the Purchaser will have any significant assets
or liabilities or engage in activities other than those incident to its
formation and capitalization and the transactions contemplated by the Offer.
Because the Purchaser has minimal assets and capitalization, no financial
information regarding the Purchaser is included in this Offer to Purchase.

The principal executive office of the Purchaser is located at J. J.
Viottastraat 46, 1071 J.T. Amsterdam, The Netherlands (Phone: 31-20-470-2539).
The name, citizenship, business address, principal occupation or employment and
five year employment history of each of the directors and executive officers of
the Purchaser are set forth in Schedule A.

Tosli. Tosli is a Netherlands limited liability company that is equally
owned, through subsidiaries, by NRG and NPI.

The principal executive office of Tosli is located at J. J. Viottastraat
46, 1071 JT Amsterdam, The Netherlands (Phone: 31-20-470-2539). The name,
citizenship, business address, principal occupation or employment and five year
employment history of each of the directors and executive officers of Tosli are
set forth in Schedule A.

12
<PAGE> 16

Set forth below is summary financial data for Tosli as of December 31,
1998, 1997 and 1996 and for the years then ended, which have been derived from
Tosli's audited financial statements. The following financial data is presented
in U.S. Dollars and has been prepared in accordance with generally accepted
accounting principles in the Netherlands (the "Netherlands GAAP"), which do not
materially differ from generally accepted accounting principles in the United
States ("U.S. GAAP").

TOSLI INVESTMENTS N.V.
SELECTED FINANCIAL DATA(*)
(U.S. DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
STATEMENT OF INCOME DATA:
Operational income..................................... 6,026 6,926 (24)
Operational costs...................................... (200) (2,919) (155)
Net income............................................. 5,826 4,007 (179)
BALANCE SHEET DATA:
Total current assets................................... 9 24 1,902
Total fixed assets..................................... 135,147 162,940 175,885
Total assets........................................... 135,156 162,964 177,787
Total current liabilities.............................. 215 33,849 56,659
Total long-term liabilities............................ -- -- --
Total stockholders' equity............................. 134,941 129,115 125,108
</TABLE>

- -------------------------
(*) Tosli publishes its financial statements in U.S. Dollars.

Principal Differences Between The Netherlands GAAP and U.S. GAAP. Tosli is
not subject to the information filing requirements of the Exchange Act.
Accordingly, Tosli does not reconcile its financial information to the U.S.
GAAP. However, Tosli believes that the differences between the Netherlands GAAP
and U.S. GAAP do not have a material effect on Tosli's financial statements.

NPI. NPI is a Swedish corporation and a wholly-owned subsidiary of
Vattenfall. NPI is responsible for Vattenfall's investments outside Europe. One
of its projects is a 300 MW co-generation facility in Map Tu Phut in Thailand;
another is a hydroelectric project in Laos. Both projects are joint ventures
with other parties.

The principal executive offices of NPI are located at (visiting address:
Vasagatan 15-17), SE 162 87 Stockholm, Sweden (Phone: 46-8-545 16 110). The
name, citizenship, business address, principal occupation or employment and five
year employment history of each of the directors and executive officers of NPI
are set forth in Schedule A.

13
<PAGE> 17

Set forth below is summary financial data for NPI as of December 31, 1998,
1997 and 1996 and for the years then ended, which have been derived from NPI's
audited financial statements. The following financial data is presented in
Swedish Krona and has been prepared in accordance with generally accepted
accounting principles in Sweden ("Swedish GAAP"), which (as described below)
differ in certain significant respects from U.S. GAAP.

NORDIC POWER INVEST AB
SELECTED FINANCIAL DATA (*)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1998 1997 1996
---- ---- ----
(AMOUNTS IN SWEDISH KRONA)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA:
Operational income.................................... 2,123,000 1,196,500 4,714,844
Operational costs..................................... 32,890,000 68,544,264 34,573,956
Net income............................................ 497,000 (906) --
BALANCE SHEET DATA:
Total current assets.................................. 72,306,000 106,477,566 67,163,304
Total fixed assets.................................... 586,016,000 584,421,343 398,563,985
Total current liabilities............................. 3,694 19,093,145 16,805,813
Total long-term liabilities........................... 755 18,557,007 783,810
Total liabilities..................................... 4,449 37,650,152 17,589,623
Total stockholders' equity............................ 653,873,000 653,248,758 448,137,666
</TABLE>

- -------------------------
(*) NPI publishes its financial statements in Swedish Krona. On August 20, 1999,
the Wall Street Journal reported that as of August 19, 1999, one U.S. dollar
equaled 8.2258 Swedish Krona.

Vattenfall. Vattenfall is a Swedish corporation that is wholly-owned by the
State of Sweden. Vattenfall is the largest energy company in the Nordic market.
Vattenfall believes it produces and delivers about half of Sweden's total
electricity requirements and believes it is one of Europe's six largest power
suppliers. It generates its electricity primarily through hydro and nuclear
power plants. It also conducts operations in the areas of heating, natural gas,
accessory services and energy techniques.

The principal executive offices of Vattenfall are located at (visiting
address: Jamtlandsgatan 99), SE 162 87 Stockholm, SE Sweden (Phone:
46-8-677-65-50). The name, citizenship, business address, principal occupation
or employment and five year employment history of each of the directors and
executive officers of Vattenfall are set forth in Schedule A.

14
<PAGE> 18

Set forth below is summary consolidated financial data for Vattenfall as of
December 31, 1998, 1997 and 1996 and for the years then ended, which have been
derived from Vattenfall's audited consolidated financial statements. The
following financial data is presented in Swedish Krona and has been prepared in
accordance with Swedish GAAP, which (as described below) differ in certain
significant respects from U.S. GAAP.

VATTENFALL AB
SELECTED CONSOLIDATED FINANCIAL DATA (*)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1998 1997 1996
---- ---- ----
(AMOUNTS IN SWEDISH KRONA)
<S> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Operational income............................ 27,957,000,000 28,458,000,000 29,030,000,000
Operational costs............................. 21,890,000,000 21,245,000,000 21,358,000,000
Net income.................................... 2,664,000,000 3,399,000,000 3,725,000,000
CONSOLIDATED BALANCE SHEET DATA:
Total current assets.......................... 16,920,000,000 15,782,000,000 15,904,000,000
Total fixed assets............................ 66,436,000,000 63,090,000,000 62,709,000,000
Total current liabilities..................... 15,143,000,000 16,641,000,000 13,743,000,000
Total long-term liabilities................... 18,973,000,000 15,228,000,000 22,473,000,000
Total liabilities............................. 51,031,000,000 47,714,000,000 49,738,000,000
Total stockholders' equity.................... 32,325,000,000 31,158,000,000 28,875,000,000
Provisions included in the total liabilities.... 14,702,000,000 13,541,000,000 11,532,000,000
Minority interest included in the total
liabilities................................... 2,213,000,000 2,304,000,000 1,990,000,000
</TABLE>

- -------------------------
* Vattenfall publishes its financial statements in Swedish Krona. On August 20,
1999, the Wall Street Journal reported that as of August 19, 1999, one U.S.
dollar equaled 8.2258 Swedish Krona.

Principal Differences Between Swedish GAAP and U.S. GAAP. Neither
Vattenfall nor NPI is subject to the information filing requirements of the
Exchange Act. Accordingly, neither Vattenfall nor NPI reconciles its financial
information to the U.S. GAAP. However, the differences between Swedish GAAP and
U.S. GAAP that Vattenfall and NPI believe would have a material effect on
Vattenfall's financial statements or NPI's financial statements are as follows:

(a) Investment in associated companies. Under Swedish GAAP,
investments in associated companies may be recorded at historical cost.
Under U.S. GAAP, investments in associated companies, when the investment
exceeds 20% of the voting stock and the investor has the ability to
exercise significant influence over the investee, would be accounted for
using the equity method whereby the original investment is recorded at
historical cost and is adjusted periodically to recognize the company's
share of earnings or losses subsequent to the date of acquisition. Any
differences between the underlying equity in the net assets of the
associate company and the historical cost of the investment would be
amortized over a period not to exceed 40 years.

(b) Income recognition. Under Swedish GAAP, income from contracting
and consulting services may be recognized according to the completed
contract method. Under U.S. GAAP, income from these services would be
recognized using the percentage of completion method whereby income is
recognized as work progresses on the contract.

(c) Deferred income taxes. Under Swedish GAAP, deferred income taxes
are generally recognized on timing differences only to the extent that it
is likely that a tax liability will arise in the foreseeable future. Under
U.S. GAAP, deferred tax liabilities are required to be recognized on all
differences between the book and tax basis of assets and liabilities,
regardless of the likelihood of reversal or crystallization. Deferred tax
assets, including tax loss carryforwards, are recognized to the extent it
is more likely than not that such assets will be realized.

15
<PAGE> 19

(d) Investments in short-term investments. Under Swedish GAAP,
short-term investments are recorded at the lower of cost or market. Under
U.S. GAAP, short term investments are classified as either trading or
available for sale and carried at market value. Changes in the market value
of securities classified as available for sale are recorded as a separate
component of equity, net of applicable deferred taxes. Changes in the
market value of securities classified as trading are included in earnings.

(e) Pensions. Under Swedish GAAP, pension obligations are recorded
based upon actuarial calculations. Such actuarial calculations are
generally more flexible than U.S. GAAP and furthermore do not provide for
increases in future compensation. Under U.S. GAAP, a specific actuarial
method (the projected unit credit method) must be used. Additionally, the
calculation and timing of the recording of losses related to early
retirement programs differ between Swedish GAAP and U.S. GAAP.

(f) Fixed assets. Under Swedish GAAP, certain assets may be revalued
at amounts in excess of cost and subsequently depreciated if relating to
depreciable assets. The revaluations can be used to increase shareholders'
equity or to make necessary write downs of other assets. Under U.S. GAAP,
revaluations of assets are not permitted.

(g) Statement of cash flows. Under Swedish GAAP, a statement of
changes in financial position is required to be presented. Under U.S. GAAP,
a statement of cash flows is required to be presented.

(h) Untaxed reserves. Under Swedish GAAP, untaxed reserves, which are
allowable deductions for income tax purposes, are charged against earnings
and included in liabilities. Under U.S. GAAP, these reserves would not be
charged against earnings, however, the deferred tax benefit of these
permitted deductions would be recorded to the extent it is more likely than
not that the benefit will be realized.

NRG. NRG, a Delaware corporation and a wholly-owned subsidiary of NSP, is
one of the leading participants in the independent (i.e., non-utility) power
generation industry in the United States. Established in 1989, NRG is
principally engaged in the acquisition, development and operation of, and
ownership of interests in, independent power production and cogeneration
facilities, thermal energy production and transmission facilities and resource
recovery facilities. The principal executive offices of NRG are located at 1221
Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403 (Phone: (612) 373-5300).
The name, citizenship, business address, principal occupation or employment and
five year employment history of each of the directors and executive officers of
NRG are set forth in Schedule A.

16
<PAGE> 20

Set forth below is Selected Consolidated Financial Data for NRG and its
consolidated subsidiaries excerpted or derived from the information contained in
NRG's Annual Report on Form 10-K for the year ended December 31, 1998 (the "NRG
10-K"). More comprehensive financial information is included in the NRG 10-K,
NRG 10-Q and other documents filed by NRG with the Commission. See "Available
Information."

NRG ENERGY, INC.
SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
JUNE 30, ------------------------------
1999 1998 1997 1996
-------- ---- ---- ----
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Operating revenues................................ $ 113,173 $100,424 $ 92,052 $ 71,649
Operating income.................................. 811 57,012 18,109 20,276
Other income (expense)............................ (24,694) (40,934) (19,618) 5,953
---------- -------- -------- --------
Net income........................................ 1,401 41,472 21,982 19,978
========== ======== ======== ========
CONSOLIDATED BALANCE SHEET DATA:
Net property, plant and equipment................. $1,127,203 $204,729 $185,891 $129,649
Investments in projects (1)....................... 811,491 800,924 694,655 365,749
Long term debt, including current maturities...... 809,661 502,476 498,855 212,141
Stockholders' equity.............................. 698,526 579,332 450,698 421,914
</TABLE>

- -------------------------
(1) NRG accounts for investments in projects where ownership is 50% or less, and
where there is no effective and legal control, using the equity method of
accounting. Equity in earnings of projects includes NRG's proportional share
of all net income or losses attributable to project investments accounted
for using the equity method.

NSP. NSP is predominantly an operating public utility engaged in the
generation, transmission and distribution of electricity in Minnesota, North and
South Dakota, and Western Wisconsin, and in the transportation and distribution
of natural gas, in Minnesota, Wisconsin, North Dakota, South Dakota, Michigan
and Arizona. NSP was incorporated under the laws of Minnesota. Its executive
offices are located at 414 Nicollet Mall, Minneapolis, Minnesota 55401 (Phone:
(612) 330-5500). The name, citizenship, business address, principal occupation
or employment and five year employment history of each of the directors and
executive officers of Northern States are set forth in Schedule A.

The common stock of NSP is listed on the NYSE, and NSP is subject to the
information filing requirements of the Exchange Act. More comprehensive
information is included in document filed by NSP with the Commission. See
"Available Information."

On March 24, 1999, NSP and New Century Energies, Inc., a Delaware
corporation (NCE), entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for a strategic business combination of NCE and NSP.
Pursuant to the Merger Agreement, NCE will be merged with and into NSP with NSP
as the surviving corporation in the Merger. The Merger Agreement was approved by
the shareholders of NSP and NCE on June 28, 1999.

Consummation of the Merger is subject to certain closing conditions,
including, among others, approval or regulatory review by certain state
utilities regulators, the Commission under the Public Utility Holding Company
Act of 1935, as amended, the Federal Energy Regulatory Commission, the Nuclear
Regulatory Commission, the Federal Communications Commission and expiration or
termination of the waiting period applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger is
expected to take from 12 to 18 months to complete.

17
<PAGE> 21

Available Information. The Company, NRG and NSP are subject to the
information filing requirements of the Exchange Act and, in accordance
therewith, are required to file periodic reports, proxy statements and other
information with the Commission relating to their businesses, financial
condition and other matters. Information, as of particular dates, concerning
NRG's and NSP's directors and officers, their remuneration, stock options
granted to them, the principal holders of their NRG's and NSP's securities, any
material interests of such persons in transactions with either of them and other
matters is required to be described in proxy statements distributed to the
Stockholders and filed with the Commission. These reports, proxy statements and
other information should be available for inspection at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and should also be available for inspection and copying at prescribed rates at
the regional offices of the Commission located at Seven World Trade Center, 13th
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of this material may also be
obtained by mail, upon payment of the Commission's customary fees, from the
Commission's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a site on the World Wide Web at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

Except as otherwise noted in this Offer to Purchase, all of the information
concerning the Company, NRG and NSP contained in this Offer to Purchase,
including financial information, has been taken from or based upon publicly
available documents and records on file with the Commission and other publicly
available information. Although the Purchaser has no knowledge that any such
information is untrue, neither the Purchaser, Tosli, NPI, Vattenfall, the
Information Agent nor the Depositary takes any responsibility for the accuracy
or completeness of such information or for any failure by the Company NRG or NSP
to disclose events that may have occurred or may affect the significance or
accuracy of such information.

REPRESENTATIONS OF PURCHASER ENTITIES

Except as set forth in this Offer to Purchase:

(i) neither the Purchaser nor any of its affiliates (collectively, the
"Purchaser Entities") nor, to the best knowledge of any of the Purchaser
Entities, any of the persons listed on Schedule A hereto, has any contract,
arrangement, understanding or relationship with any other person with
respect to securities of the Company, including, but not limited to, any
(ii) contract, arrangement, understanding or relationship concerning the
transfer or the voting of any securities of the Company, joint ventures,
loan or option arrangements, puts or calls, guarantees of loans, guarantees
against loss or the giving or withholding of proxies;

(ii) since August 20, 1999, none of the Purchaser Entities nor, to the
best knowledge of any of the Purchaser Entities, any of the persons listed
on Schedule A hereto, has had any business relationships or transactions
with the Company or any of its executive officers, directors or affiliates
that would require reporting under the rules of the Commission;

(iii) since August 20, 1999, no persons listed on Schedule A hereto,
has had any business relationships or transactions with the Company or any
of its executive officers, directors or affiliates that would require
reporting under the rules of the Commission;

(iv) since August 20, 1999, there have been no contacts, negotiations
or transactions between the Purchaser Entities, or their respective
subsidiaries or, to the best knowledge of any of the Purchaser Entities,
any of the persons listed on Schedule A hereto, and the Company or its
affiliates, concerning a merger, consolidation or acquisition, tender offer
or other acquisition of securities, election of directors or a sale or
other transfer of a material amount of assets;

(v) during the last five years, none of the Purchaser Entities nor, to
the best knowledge of any of the Purchase Entities, any of the persons
listed in Schedule A hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (ii)
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such

18
<PAGE> 22

proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws; and

(vi) except as set forth in Section 11 below, none of the Purchaser
Entities nor, to the best knowledge of any of the Purchaser Entities, any
of the persons listed on Schedule A hereto, beneficially owns any Shares or
has effected any transaction in such equity securities during the past 60
days.

10. SOURCE AND AMOUNTS OF FUNDS

The total amount of funds required by the Purchaser to consummate the Offer
and to pay fees and expenses related to the Offer is estimated to be
approximately $3,579,735 (which assumes the purchase of all Shares outstanding
on a fully-diluted basis, including non-affiliate shares but excluding those
held by Tosli, and excluding Shares reserved for issuance pursuant to employee
stock options). The Purchaser will obtain these funds from Tosli or Tosli
shareholders through loans, advances or capital contributions. No final
decisions have been made concerning the methods such parties will employ to
obtain such funds. Such decisions, when made, will be based on such parties'
review from time to time of the amounts of funding required, the advisability of
particular actions, and prevailing interest rates and other financial and
economic conditions.

<TABLE>
<CAPTION>
AMOUNT
------
(U.S. DOLLARS)
<S> <C>
Non-Affiliate Shares........................................ $3,436,260
Accounting Fees............................................. 3,000
Attorney Fees............................................... 97,000
Depositary Fees............................................. 8,500
Advertising Fees............................................ 7,665
Information Agent........................................... 3,500
SEC Filing Fees............................................. 16,810
Canadian Filing Fees........................................ 2,000
Miscellaneous............................................... 5,000
----------
TOTAL.................................................. $3,579,735
==========
</TABLE>

11. BACKGROUND OF THE OFFER; AGREEMENTS

BACKGROUND OF THE OFFER

Since the completion of the 1996 Offer (see Section 7 above), the Company
has received inquiries from Stockholders concerning some means of providing such
Stockholders with liquidity for their investments. The Company has stated its
intention to explore such means, if practicable. In addition, the Company has
considered various means of reducing the number of its stockholders of record to
a number which would allow it to cease reporting to the Commission under the
Exchange Act and thereby reduce its annual administrative costs, and Tosli, the
Company's principal stockholder, has expressed a desire to acquire the Shares
not owned by it.

On June 10, 1999, the Board of Directors met to consider the proposal by
Tosli to make the Offer and the terms to be offered to the Company's
Stockholders. The form of the transaction (an offer by the Purchaser, a
wholly-owned subsidiary of Tosli) was decided upon based on the advice of United
States, Canadian and Dutch counsel as to the preferable form for allowing Tosli
to purchase, if possible, all outstanding Shares. See the discussion in Section
4 above under the caption "Possible Purchase of Shares Not Tendered." The Board
also discussed the fact that the Offer, even if it did not succeed in the goal
of acquiring all outstanding Shares, would result in desired liquidity for the
Stockholders and might result in the acquisition by the Purchaser of enough
Shares to permit the Company to terminate its registration of the Shares under
the Exchange Act, thereby achieving the Company's objective of reducing or
eliminating the cost of reporting to the Commission under the Exchange Act.

19
<PAGE> 23

At the June 10 meeting a presentation was made to the Board which explained
the background of the Offer and the form of the Offer, and the Board and
representatives of the Purchaser had preliminary discussions concerning a
suggested Offer Price. Specifically, the Board considered the fact that an Offer
would address the goals described above relating to Stockholder expectations and
liquidity and reductions in Company expenses. During the presentation, it was
noted that a proposed Offer Price of $20.00 per Share would represent (i) a
slight premium over a price based upon the Company's projected 1999 earnings per
Share, and (ii) a small discount from a price determined by subtracting from the
price of the 1996 Offer ($43.00) the premium represented by such price over the
market price for the Shares prior to the Company's announcement that it had
retained advisors to assist it with studying certain strategic alternatives,
including the sale of up to 100 percent of the Company ($5.87), and adding the
dividends paid to Stockholders since the 1996 Offer ($13.32) ($43.00 - $5.87 =
$37.13 - $13.32 = $23.81). The Board also took note of the fact that there are
no current price quotations for the Shares.

After discussion by the full Board, all but two of whose members are
representatives of NPI and NRG (see Schedule A), the Members of the Board
decided to defer a determination of the fairness of a $20.00 Offer Price pending
review of additional information concerning the current value of the Company's
Shares. Thereafter the Board obtained and reviewed additional information
indicating that the implied value of the Shares of the Company which are the
subject of this Offer is between $12.00 and $20.00 per Share, with a mid-point
of $16.00 per share. This range was arrived at by comparing the Company's
financial projections to the estimated financial projections of various publicly
traded South American utility companies similar to the Company (Endesa Chile,
Gener, Central Puerto and Costanera) and then using various formulations for
ascertaining a per Share value, which included comparing (i) price to projected
earnings (based on year-to-date earnings), (ii) aggregate market value to book
value, (iii) firm value to Earnings Before Interest Taxes, Depreciation and
Amortization (EBITDA) and (iv) equity value to generating capacity and megawatt
hours of electricity sold.

Based on the information received and discussed at the June 10 meeting and
the additional information obtained and reviewed by the Board, the Board then
unanimously adopted a joint written action concluding that an Offer Price of
$20.00 would be fair to the Stockholders not affiliated with Tosli and that the
terms of the Offer (including the Offer Price) are in the best interests of the
Company and the Stockholders, and determined that the Board should recommend to
the Stockholders that they accept the Offer and tender their Shares pursuant to
the Offer. In making its decision, the Board considered the following factors:

(i) the appropriateness of a $20.00 Offer price, giving consideration
to a variety of factors, including the price of the 1996 Offer and the
approximate valuations of comparable companies;

(ii) the fact that the Offer represents a viable and acceptable means
of offering the Stockholders liquidity with respect to their Shares;

(iii) the positive impact on the Company if the Offer results in a
reduction of the number of Stockholders to a number that will allow the
Company to cease filing reports and otherwise complying with the
requirements of the Exchange Act;

(iv) the simplicity of Company corporate governance if the Offer
results in the Company having only one Stockholder (Tosli); and

(v) the likelihood that the Offer will result in a reduction of the
Company's exposure to Stockholder complaints and possibly litigation if
liquidity is not provided to the Stockholders.

While it did not give specific weight to any of these factors, the Board
considered factors (i) and (ii) most important in making its decision as to the
fairness of the Offer Price.

EMPLOYMENT AND OTHER AGREEMENTS

Employment Agreement with Roger J. Dupuis. The Company and Roger J. Dupuis
entered into an Employment Agreement as of October 7, 1996 (the "Dupuis
Employment Agreement"). Under the agreement, Mr. Dupuis' employment by the
Company is for an indefinite period commencing on October 7,

20
<PAGE> 24

1996 and ending on the date of termination pursuant to the provisions of the
Dupuis Employment Agreement. Under those provisions, the Company may terminate
the Dupuis Employment Agreement at any time after October 31, 1998 by giving Mr.
Dupuis sixty days' prior written notice, and Mr. Dupuis may terminate the Dupuis
Employment Agreement at any time after October 31, 1998 or at any time upon
sixty days' prior written notice upon the occurrence of certain events, such as
a change in his duties or a reduction in his salary or benefits. The Company
pays Mr. Dupuis a base salary at the rate of $154,350 per annum, payable in
substantial equal monthly installments. (Such amount, as it may be increased
from time to time, is hereinafter referred to as the "Base Salary"). The Base
Salary and Mr. Dupuis' other compensation are reviewed annually and may be
increased or maintained as the Board of Directors may determine. The Company may
also pay Mr. Dupuis an annual incentive bonus in such amount as the Board of
Directors may determine.

Employment Agreement with Roland C. Gibson. The Company and Roland C.
Gibson entered into an Employment Agreement as of October 7, 1996 (the "Gibson
Employment Agreement"). Under the agreement, Mr. Gibson's employment by the
Company is for an indefinite period commencing on October 7, 1996 and ending on
the date of termination pursuant to the provisions of the Gibson Employment
Agreement. Under those provisions, the Company may terminate the Gibson
Employment Agreement at any time after October 31, 1998 by giving Mr. Gibson
sixty days' prior written notice, and Mr. Gibson may terminate the Gibson
Employment Agreement at any time after October 31, 1998 or at any time upon
sixty days prior written notice upon the occurrence of certain events, such as a
change in his duties or a reduction in his salary or benefits. The Company pays
Mr. Gibson a base salary at the rate of $88,200 per annum, payable in
substantial equal monthly installments. (Such amount, as it may be increased
from time to time, is hereinafter referred to as the "Base Salary"). The Base
Salary and Mr. Gibson's other compensation are reviewed by the Board of
Directors at least annually and may be increased or maintained as the Board of
Directors may determine. The Company may also pay Mr. Gibson an annual incentive
bonus in such amount as the Board of Directors may determine.

Stockholders Agreement. Pursuant to a Stockholders Agreement, dated as of
December 13, 1996, NRG and NPI have made various agreements relating to their
ownership of interests in Tosli and the Company. Under the Stockholders
Agreement, NRG and NPI agreed that they would observe the following basic
principles governing the ownership and management of the Company and Tosli:

(i) NRG and NPI shall cooperate in a spirit of good faith and fair
dealing in an effort to develop a harmonious working relationship for the
purpose of maximizing the long-term value of their investments in the
Company.

(ii) The Company shall be operated as an independent, self-sufficient
entity. Neither NRG nor NPI shall have authority to bind or make
commitments on behalf of the Company or Tosli.

(iii) Neither NRG nor NPI shall be obligated to make any equity
investments in or loans to the Company or Tosli or issue guarantees in
favor of the Company or Tosli.

(iv) The Board of Directors of the Company shall make decisions in the
basis of the benefit to the Company of such decisions rather than the
partisan interest of either NRG or NPI; provided, however, that while Tosli
holds any shares of the Company's common stock, Tosli has agreed to take
all lawful action so that NRG and NPI may vote (subject to the corporate
governance provisions of the Stockholders Agreement) those shares in the
same proportions as their respective percentage ownership interests in
Tosli.

(v) The Company shall deal at arm's-length with NRG and NPI.

(vi) NRG and NPI shall cooperate fully to the end that the Company and
Tosli will qualify for a "participation exemption" under the laws of the
Netherlands.

(vii) The Company shall conduct its business with due consideration to
applicable environmental standards.

Upon purchase of shares pursuant to the 1996 Offer, Tosli became entitled
to designate all of the members of Company's Board of Directors. Under the
Stockholders Agreement, NRG and NPI have agreed
21
<PAGE> 25

that the Board of Directors of the Company will consist of three designees of
NRG (currently Messrs. Peterson, Bluhm and Will), three designees of NPI
(currently Messrs. Fagerlund, Lundgren and Vallin) and three additional
Directors (currently Messrs. Corr, Gonzalez and one vacancy) who are mutually
satisfactory to NPI and NRG. Each member of the Company's Board of Directors own
one share of the Company's common stock.

The Stockholders Agreement also provides that "Major Matters" require the
approval of at least six Directors. Major Matters include (i) amendments to the
Company's Memorandum or Articles of Association, (ii) approvals of mergers and
other corporate reorganizations of the Company, (iii) changes in the Company's
dividend policy, (iv) any borrowings or guarantees by the Company in excess of
$10,000,000 in any one case, (v) changes in the Company's auditors, (vi) changes
in the Company's business objectives by entering into businesses other than the
generation, transmission and/or distribution of heat or electricity, or services
related thereto, (vii) any material amendments of the Company's material
agreements, (viii) any material commitments regarding the Mato Grosso Project or
the Miguillas Project, or (ix) any exit from the Company's existing rate base.
In addition to the Board approvals specified above, the matters referred to in
clauses (i), (iv) and (vi) require the concurrence of at least one Director
designated by NPI.

The Board approvals specified above are in addition to the approvals, if
any, required of shareholders under applicable law and the Articles of
Association.

Under the Stockholders Agreement, the Chairman of the Board and the
Secretary of the Company are initially to be designees of NRG and thereafter the
Chairmanship is to be rotated every two years, and the position of Secretary is
to be rotated annually, between designees of NPI and NRG.

Under the Stockholders Agreement, the common stock held by Tosli, and the
shares of Tosli itself, are subject to rights of first refusal and rights of
approval of transferees where the proposed transfer includes, directly or
indirectly, 25% or more of the then outstanding Shares or would reduce the
combined holdings of NRG and NPI to less than 51% of the then outstanding
Shares. Neither NPI nor NRG is to acquire any Shares from the Company or other
Stockholders except through Tosli.

Pursuant to the Stockholders Agreement, in the event of the transfer of
effective working control of NPI by Vattenfall, or of NRG by NSP (other than a
spin-off or split-off of NRG to all Stockholders of NSP or a change of control
of NSP or Vattenfall), then the other party would have a right to purchase the
first party's Shares held by Tosli and the first party's interest in Tosli at
fair market value.

The Stockholders Agreement states that each party is free to pursue other
business opportunities without offering them to the Company, except as otherwise
required by applicable law. However, each party has agreed to ensure that none
of its unilateral actions would be detrimental to the Company.

CAF Agreement. The Company entered into a loan agreement with CAF (the "CAF
Agreement") in August 1997. CAF is a multilateral, supernational financial
institution, the shareholders of which are the member countries of the Andean
Community (i.e., Bolivia, Colombia, Ecuador, Peru and Venezuela), plus Chile,
Mexico, Trinidad and Tobago, Brazil, Paraguay, Jamaica and 22 private commercial
banks. The CAF Agreement provides an A Loan of up to $30,000,000 (the "A Loan")
to be provided by CAF and a B Loan of up to $45,000,000 (the "B Loan") to be
provided by ING Baring (U.S.) Capital Corporation (or an affiliate) and other
Participants. The Company has borrowed $75,000,000 under the CAF Agreement. The
A Loan and the B Loan are collateralized by a mortgage on substantially all of
the Company's assets.

The CAF Agreement provides for a number of Events of Default, including,
among other things, defaults in payment, or defaults in the performance of
various covenants, under the CAF Agreement, abandonment of, or cessation of work
for more than 90 days on, the Zongo Valley Expansion Project or the occurrence
of a material adverse change affecting the Company's ability to perform its
obligations under the CAF Agreement.

Shareholder Maintenance Agreement. In connection with the execution of the
CAF Agreement, NRG, NPI and CAF entered into the Shareholder Maintenance
Agreement. For a period of five years, NPI and NRG have agreed to maintain a
combined ownership of at least 40% of each of the voting power and the aggregate
capital stock of the Company, provided, however, that they agree to maintain a
combined ownership

22
<PAGE> 26

of more than 50% of each of the voting power and aggregate capital stock unless
the voting stock of the Company is publicly traded and at least 20% of the
voting power is held by persons other than NRG, NPI and their affiliates.
Thereafter, for the remaining term of the financing, NPI and NRG have agreed to
maintain a combined ownership of at least 30% of each of the voting power and
aggregate capital stock of the Company; provided, however, that they agree to
maintain a combined ownership of more than 50% of each of the voting power and
aggregate capital stock unless the voting stock of the Company is publicly
traded and at least 20% of the voting power is held by management control of the
Company. They have also agreed to appoint competent directors of the Company who
will exercise diligence and attention to the management of, and appointment of
officers with appropriate competence and experience to manage, the Company.

Under the Shareholder Maintenance Agreement, NRG and NPI are prohibited
from encumbering or otherwise hypothecating Shares in the Company or any
intermediate company through which they hold their ownership interests in the
Company.

The Shareholder Maintenance Agreement will automatically terminate upon the
repayment in full of all amounts payable under the CAF Agreement. In addition,
NRG and NPI shall have the right to transfer all of their capital stock of the
Company or of Tosli pursuant to a claims payment settlement under an insurance
agreement covering expropriation risk, and thereupon the Shareholder Maintenance
Agreement will automatically terminate.

CDLLC Agreement. During 1998, NRG and NPI created a separate jointly-owned
entity to provide, among other things, development services on behalf of the
Company. On October 9, 1998, this new entity, Cobee Development LLC ("CDLLC"),
entered into an agreement with the Company pursuant to which CDLLC agreed to
provide development services to the Company in connection with the Miguillas and
Puerto Suarez projects. Under the agreement, in return for the provision of such
services by CDLLC, the Company agreed that, in the event there is a financing
closing in connection with either of the projects, it would reimburse CDLLC's
development expenses and pay CDLLC a development fee out of the financing
proceeds associated with the project. The agreement expires on December 31, 1999
unless the parties terminate it prior to, or extend it beyond that date.

12. PURPOSES OF THE OFFER; PLANS FOR THE COMPANY

PURPOSES OF THE OFFER

There are several purposes of the Offer:

(a) As discussed in Section 11 above, the Company and its affiliates
have previously stated their intention to continue to assess means by which
to provide to the Stockholders liquidity for their investments, and the
Offer represents a means of accomplishing that goal.

(b) The Company currently spends significant amounts each year in
complying with the information reporting requirements under the Exchange
Act and related activities. If the Company is able, as a result of
responses to the Offer, to terminate the registration of its securities
under the Exchange Act, it expects that doing so will enable it to reduce
these annual costs. See Section 7 above.

(c) The Purchaser and its affiliates desire to own 100% of the Shares
and to simplify the corporate governance of the Company.

PLANS FOR THE COMPANY

If at the Expiration Date, it is determined that valid tenders representing
at least 90% of the number of non-affiliate Shares outstanding on a
fully-diluted basis have been or are likely to be received and accepted, the
Purchaser in its sole discretion may extend the offer. If 90% of such
non-affiliate Shares are tendered and accepted, the Purchaser intends to extend
the period of time for which the Offer is open for an additional three months,
Tosli, which owns 4,030,762 Shares (96.6% of the currently outstanding shares),
intends to tender all of such Shares, and in the event Tosli tenders its Shares,
all Shares not tendered will be purchased pursuant to

23
<PAGE> 27

Nova Scotia law, at the Offer Price and Tosli will become the sole shareholder
of the Company. If sufficient Shares are tendered and accepted, the Company
intends to terminate the registration of the Shares.

The Shares are currently registered under the Exchange Act. The purchase of
the Shares pursuant to the Offer may result in the Shares becoming eligible for
deregistration under the Exchange Act. If the requisite number of Shares are
tendered in the Offer, the Purchaser will seek to cause the Company to make an
application for termination of registration of the Shares as soon as possible
following the consummation of the Offer.

It is not expected that the Offer will result in any change in the
operations or financial condition of the Company. Except as described in this
Offer to Purchase, none of the Purchaser Entities have any present plans or
proposals that would relate to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, (ii) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries or (iii) any other material
change in the Company's corporate structure or business.

THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OR A
SOLICITATION OF CALLS FOR A SPECIAL GENERAL MEETING OF THE COMPANY'S
STOCKHOLDERS. ANY SUCH SOLICITATION WHICH THE PURCHASER OR ITS AFFILIATES MIGHT
MAKE WOULD BE MADE ONLY PURSUANT TO SEPARATE PROXY OR SOLICITATION MATERIALS
COMPLYING WITH THE REQUIREMENTS OF SECTION 14(a) OF THE EXCHANGE ACT, IF THEN
APPLICABLE, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND THE
APPLICABLE PROVISIONS OF THE COMPANY'S MEMORANDUM AND ARTICLES OF ASSOCIATION.

13. CERTAIN CONDITIONS TO THE OFFER

Notwithstanding any other provision of the Offer, the Purchaser shall not
be required to commence the Offer, accept for payment or, subject to any
applicable rules and regulations of the Commission, including Rule 14e-1(c)
under the Exchange Act (relating to the Purchaser's obligation to pay for or
return tendered Shares promptly after expiration, termination or withdrawal of
the Offer), pay for, and may (subject to any such rule or regulation) delay the
acceptance for payment of any tendered Shares, and may amend or terminate the
Offer as to any Shares not then paid for, if (i) all required approvals of
governmental or regulatory authorities shall not have been obtained or made on
terms reasonably satisfactory to the Purchaser, or (ii) the Purchaser makes a
good faith and reasonable determination that any of the following events shall
have occurred and remain in effect:

(a) there shall have been any law, regulation, judgment, injunction or
order promulgated, entered, enforced, enacted, issued or deemed applicable
to the Offer, or any action taken, by any court of competent jurisdiction
or other competent governmental or regulatory authority which, directly or
indirectly,

(1) prohibits, or imposes any material limitations on, the
Purchaser's ownership or operation (or that of any of its affiliates) of
any portion of the businesses or assets of the Company and its
subsidiaries which is material to the business of the Company and its
subsidiaries taken as a whole or compels the Purchaser (or its
affiliates) to dispose of or hold separate any portion of its or the
Company's business or assets which is material to the business of all
such entities taken as a whole,

(2) prohibits, restrains or makes illegal the acceptance for
payment, payment for or purchase of Shares pursuant to the Offer or
results in the obligation of the Company (or any of its subsidiaries) or
the Purchaser or any of its affiliates to pay material damages with
respect to any contract or agreement to which the Company (or any of its
subsidiaries) is a party,

(3) imposes material limitations on the ability of the Purchaser
(or any of its subsidiaries or affiliates) effectively to acquire or to
hold or to exercise full rights of ownership of the Shares purchased
pursuant to the Offer, including, without limitation, the right to vote
such Shares on all matters properly presented to the Stockholders,
24
<PAGE> 28

(4) imposes material limitations on the ability of the Purchaser
(or any of its affiliates) effectively to control in any material
respect any material portion of the business or assets of the Company
and its subsidiaries taken as a whole, or

(5) otherwise materially adversely affects the Company and its
subsidiaries taken as a whole;

(b) there shall be instituted or pending any action, suit or
proceeding brought by a governmental or regulatory authority (1)
challenging the acquisition by the Purchaser of Shares or otherwise seeking
to restrain or prohibit the making or consummation of the Offer or (2) that
could reasonably be expected to result, directly or indirectly, in any of
the consequences referred to in clauses (1) through (5) of paragraph (a)
above;

(c) there shall have occurred, developed or come into effect or
existence any event, action, state, condition or major financial occurrence
of national or international consequence or any law, regulation, action,
government regulation or other occurrence of any nature whatsoever which,
in the opinion of the Purchaser, materially adversely affects, or is
reasonably likely to materially adversely affect, the financial markets in
the United States generally;

(d) all consents of third parties as are necessary in connection with
the Offer shall not have been obtained, except such consents the failure to
deliver which could not reasonably be expected to have a material adverse
effect on the Company and its subsidiaries taken as a whole or on the
ability of the Purchaser effectively to acquire or to hold or to exercise
full rights of ownership of the Shares purchased pursuant to the Offer or
to control the business of the Company and its subsidiaries;

(e) the Board of Directors shall have withdrawn or modified (including
by amendment of the Schedule 14D-1) in a manner adverse to the Purchaser,
its approval or recommendation of the offer; or

(f) the Purchaser and the Company shall have agreed that the Purchaser
shall amend the Offer to terminate the Offer or postpone the payment for
Shares thereunder.

The foregoing conditions specified in clause (i) of the first paragraph of
this Section 14 and in paragraphs (a) through (f), inclusive, are for the sole
benefit of the Purchaser, may be asserted by the Purchaser regardless of the
circumstances including any action or inaction by the Purchaser or any of its
subsidiaries, may be waived by the Purchaser, in whole or in part at any time
and from time to time in the sole discretion of the Purchaser. The failure by
the Purchaser at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.

A public announcement will be made of a material change in, or waiver of,
such conditions, to the extent required by Rules 14d-4(c) and 14d-6(d) under the
Exchange Act, and the Offer will be extended in connection with any such change
or waiver to the extent required by such rules.

25
<PAGE> 29

14. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS

CERTAIN LEGAL MATTERS

General: Except as described in this Section 14, based on a review of
publicly available filings by the Company with the Commission and other Company
Information, the Purchaser is not aware of any license or regulatory permit that
appears to be material to the business of the Company and its subsidiaries,
taken as a whole, that might be adversely affected by the acquisition of Shares
by the Purchaser pursuant to the Offer or otherwise or of any approval or other
action by any governmental, administrative or regulatory agency or authority,
domestic or foreign, that would be required prior to the acquisition of Shares
by the Purchaser pursuant to the Offer or otherwise. Should any such approval or
other action be required, the Purchaser currently contemplates that it will be
sought. While the Purchaser does not currently intend to delay the acceptance
for payment of Shares tendered pursuant to the Offer pending the outcome of any
such matter, there can be no assurance that any such approval or other action,
if needed, would be obtained or would be obtained without substantial conditions
or that adverse consequences might not result to the business of the Company,
the Purchaser, Tosli, NRG, NPI or Vattenfall or that certain parts of the
business of the Company, the Purchaser, Tosli, NRG, NPI or Vattenfall might not
have to be disposed of in the event that such approvals were not obtained or any
other actions were not taken. The Purchaser's obligation under the Offer to
accept for payment and pay for Shares is subject to certain conditions,
including conditions relating to the legal matters discussed in this Section 14.
See also Section 13.

State Takeover Statutes. A number of states throughout the United States
have enacted takeover statutes that purport, in varying degrees, to be
applicable to attempts to acquire securities of corporations that are
incorporated or have substantial assets, stockholders, principal executive
offices or principal places of business in those states. In 1982, in Edgar v.
MITE Corp., the Supreme Court of the United States held that the Illinois
Business Takeover Act, which involved state securities laws that made the
takeover of certain corporations more difficult, imposed a substantial burden on
interstate commerce and was therefore unconstitutional. However, in 1987, in CTS
Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held
that a state may, as a matter of corporate law and, in particular, those laws
concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without prior
approval of the remaining stockholders; provided that the laws were applicable
only under certain conditions.

The Purchaser does not believe that any state takeover statutes apply to
the Offer. The Purchaser has not currently complied with any state takeover
statute or regulation. The Purchaser reserves the right to challenge the
applicability or validity of any state law purportedly applicable to the Offer
and nothing in this Offer to Purchase or any action taken in connection with the
Offer is intended to be a waiver of that right. If it is asserted that any state
takeover statute is applicable to the Offer and an appropriate court does not
determine that it is inapplicable or invalid as applied to the Offer, the
Purchaser might be required to file certain information with, or to receive
approvals from, the relevant state authorities, and the Purchaser might be
unable to accept for payment or pay for Shares tendered pursuant to the Offer,
or be delayed in consummating the Offer. In such case, the Purchaser may not be
obligated to accept for payment or pay for any Shares tendered pursuant to the
Offer.

REGULATORY APPROVALS

Canadian Law. The Purchaser has applied for, and obtained or will obtain,
any required rulings, orders or decisions from the securities regulatory
authorities in the Provinces of British Columbia, Ontario and Quebec exempting
the Offer from compliance with the take-over bid rules contained in the
securities legislation of such provinces. These rulings, orders or decisions are
or will be subject to certain conditions, including that all materials relating
to the Offer and any amendment thereto that is sent by the Purchaser to Holders
of Shares whose residence is in the United States, be concurrently sent to all
Holders of Shares whose last address as shown on the books of the Company is in
any such province and sent to the securities regulatory authority of such
province.

26
<PAGE> 30

Bolivian Law. No approval of any Bolivian governmental or regulatory
authority is needed to consummate the Offer.

15. FEES AND EXPENSES

The Purchaser has retained MacKenzie Partners, Inc., to act as the
Information Agent and U.S. Bank Trust National Association to act as the
Depositary in connection with the Offer. The Information Agent may contact
Stockholders by mail, telephone, telex, facsimile, telegraph and personal
interview to solicit responses to the Offer, and may request brokers, dealers,
commercial banks, trust companies and other nominees to forward the Offer
materials to beneficial owners.

The Information Agent and Depositary will each receive reasonable and
customary compensation for their services, be reimbursed for certain reasonable
out-of-pocket expenses and be indemnified against certain liabilities and
expenses in connection therewith, including certain liabilities and expenses
under the federal securities laws. The Purchaser will not pay any fees or
commissions to any broker or dealer or any persons for soliciting tenders of
Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust
companies will be reimbursed by the Purchaser for reasonable expenses incurred
by them in forwarding material to their customers.

16. MISCELLANEOUS

The Offer is not being made to (nor will tenders be accepted from or on
behalf of) Holders in any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. The Purchaser is not aware of any jurisdiction
in which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. To the extent the Purchaser
becomes aware of any state law that would limit the class of offerees in the
Offer, the Purchaser will amend the Offer and, depending on the timing of such
amendment, if any, will extend the Offer to provide adequate dissemination of
such information to such Holders prior to the Expiration Date. In any
jurisdiction where the securities, blue sky or other laws of which require the
Offer to be made by a licensed broker or dealer, the Offer is being made on
behalf of the Purchaser by one or more registered brokers or dealers licensed
under the laws of such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

The Purchaser has filed with the Commission the Schedule 14D-1, together
with exhibits, pursuant to Rule 14d-3 under the Exchange Act, furnishing certain
additional information with respect to the Offer, and may file amendments
thereto. In addition, the Company has filed with the Commission a Solicitation/
Recommendation Statement on Schedule 14D-9, together with exhibits, pursuant to
Rule 14D-9 under the Exchange Act, setting forth the recommendations of the
Board with respect to the Offer and the reasons for such recommendations and
furnishing certain additional related information. The Schedules and any
amendments thereto, including exhibits, may be inspected and copies may be
obtained from the offices of the

27
<PAGE> 31

Commission in the manner set forth in Section 8 of this Offer to Purchase
(except that such information will not be available at the regional offices of
the Commission).

Dated: August 26, 1999 Tosli Acquisition B.V.

By: /s/ VALORIE A. KNUDSEN

------------------------------------
Valorie A. Knudsen
Director of Tosli Investments N.V.

And By: /s/ GUNNAR VALLIN

---------------------------------
Gunnar Vallin
Director of Tosli Investments
N.V.

28
<PAGE> 32

SCHEDULE A

INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE PURCHASER, TOSLI, NRG, NPI,
VATTENFALL AND NSP

1. DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER. The only Director of
the Purchaser is Tosli Investments N.V. The principal business address of the
Purchaser and the Director is J. J. Viottastraat 46, 1071 JT Amsterdam, The
Netherlands (Phone: 31-20-470-2539).

2. DIRECTORS AND EXECUTIVE OFFICERS OF TOSLI. Set forth in the table below
are the name, present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such occupation or employment is conducted, and the employment history of each
of the directors and executive officers of Tosli. The principal business address
of Tosli and each person identified below, unless otherwise indicated, is J. J.
Viottastraat 46, 1071 JT Amsterdam, The Netherlands (Phone: 31-20-470-2539).
Except as otherwise indicated, all persons identified below are citizens of the
United States.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
David H. Peterson.................... Chairman of the Board of NRG since January 1994, Chief
Executive Officer since November 1993, President since 1989
and a Director since 1989, Mr. Peterson is also Chairman of
the Board of Directors of Cogeneration Corporation of
America ("CogenAmerica"). Mr. Peterson was also Chief
Operating Officer of NRG from June 1992 to November 1993.
Prior to joining NRG, Mr. Peterson was Vice President,
Non-Regulated Generation for NSP, and he has served in
various other management positions with NSP during the last
20 years.
Gunnar Vallin........................ Senior Vice President and Director of Vattenfall
International since 1994. Mr. Vallin is a citizen of Sweden.
Valorie A. Knudsen................... Vice President, Corporate Strategy and Emerging Markets of
NRG since July 1998. Prior to that and since April 1996, Ms.
Knudsen served as Vice President, Finance. From August 1993
to April 1996, Ms. Knudsen served in as Controller. Prior to
joining NRG, Ms. Knudsen served in various managerial
accounting positions from November 1987 to July 1993 with
Carlson Companies, Inc., where she was responsible for
various types of accounting reporting.
Bo Hakan Bertilsson.................. Managing Director of Nordic Hydropower AB since 1996, Mr.
Bertilsson was from 1996 to 1998, Business Controller, and
in 1998, Director of Finance and Administration of
Vattenfall AB, BA International/Nordic Power Invest AB. From
1989 to 1996, Mr. Bertilsson was a Senior Consultant for
Ernst & Young Consulting. Prior to that date from 1967 to
1989, Mr. Bertilsson held various managerial and accounting
positions. Mr. Bertilsson is a citizen of Sweden.
Viotta Trust Services B.V. .......... Viotta Trust Services B.V. is a Netherlands limited
liability company. registered business address is J.J.
Viottastraat 46, 1071 JT Amsterdam, The Netherlands.
</TABLE>

S-1
<PAGE> 33

3. DIRECTORS AND EXECUTIVE OFFICERS OF VATTENFALL. Set forth in the table
below are the name, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such occupation or employment is conducted, and the employment history of each
of the directors and executive officers of Vattenfall. The principal business
address of Vattenfall and each person identified below, unless otherwise
indicated, is (visiting address: Jamtandsgatan 99), SE 162 87 Stockholm Sweden
(Phone: 46-8-677 65 50). Except as otherwise indicated, all persons identified
below are Swedish citizens.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Jorgen Andersson..................... Chairman of the Board of Vattenfall since April 1999. Mr.
Granatvagen 8 Andersson is also a member of the Parliament and a member of
SE 310 41 Gullbrandstorp the Governing Council of the Swedish Centralbank since 1998.
Sweden Prior thereto Mr. Andersson held the positions of Minister
of the Interior between 1996 and 1998 and Minister of
Industry and Trade during 1996.
Carl-Erik Nyquist.................... President and Chief Executive Officer of Vattenfall since
Vattenfall AB 1992. Board member of Vattenfall since 1992. Prior thereto,
SE 162 87 Stockholm Mr. Nyquist was Director General of the public utility
Sweden Vattenfall from 1985 through 1991. Mr. Nyquist was also a
board member of Vattenfall from 1985 to 1991.
Goran Johansson...................... Board member of Vattenfall since 1995. Board member of the
Stadskansliet Public utility Vattenfall from 1982 to 1991. Mr. Johansson
SE 404 82 Goteborg has served as Chairman of the Municipal Executive Board in
Sweden Goteborg since 1989. Board member of Liseberg.
Bo Marking........................... Board member of Vattenfall since 1996. Vice President of
Norr Malarstrand 20 Lithuanian Development Bank, board member of the Nordic
SE 112 20 Stockholm Investment Bank, the Swedish shipping company N&T Argonaut,
Sweden and the Swedish housing enterprise SBAB.
Christina Striby..................... Board member since 1997. Senior Legal Advisor of Posten, the
Posten AB Swedish Postal Services. Board member of the housing
SE 105 00 Stockholm enterprise Postfastigheter.
Sweden
Lars Hjort........................... Member of the Vattenfall Board since 1997. Mr. Hjort also
KF serves as Executive Vice President of KF and as the Chairman
Box 15200 of MeritaNorbanken, a Swedish-Finnish bank, in the Stockholm
SE 104 65 Stockholm Region.
Sweden
Helge Eklund......................... Board member of Vattenfall since 1997. Mr. Eklund is also
Sodra President and Chief Executive Officer of the Swedish forest
SE 351 89 Vaxjo company SODRA. Board member of the Swedish Forest Industries
Sweden Association and the Employers' Federation of Swedish Forest
Industries.
Lilian Fossum........................ Member of the Board of Vattenfall since 1999. Mrs. Fossum
Spendrups AB also serves as Executive Vice President of Spendrups, a
Box 34102 Swedish Brewing Company since 1999, where she worked as
SE 100 26 Stockholm Chief Financial Officer from 1996 to 1999. From 1994 to 1996
Sweden Mrs. Fossum was head of Business Development at the Private
Market Division of Vattenfall.
Johnny Bernhardsson.................. Present Principal Occupation or Employment Board member of
Vattenfall AB Vattenfall since 1995 and Employee Representative of SIF
Box 864 (Svenska Industrtritjanstemanna Forbundet), a Swedish trade
SE 721 23 Vasteras union.
Sweden
</TABLE>

S-2
<PAGE> 34

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Lars Carlberg........................ Board member since 1998. Employee representative of CF
Vattenfall Sveanat AB (Civilingenjorernas Forbund), a Swedish trade union.
Box 1299
SE 171 25 Solna
Sweden
Ronny Eckwall........................ Board member as of 1999. Employee representative of SEKO
SEKO (Facket for Service och Kommunikation), a Swedish trade
Svanboms vag 9 union.
SE 815 75 Soderfors
Sweden
Bertil Tiusanen...................... Deputy Chief Executive Officer and Chief Financial Officer
Vattenfall AB of Vattenfall since 1997. From 1992 to 1997 Mr. Tiusanen was
SE 162 87 Stockholm Executive Vice President, CFO of Kooperativa forbundet, KF,
Sweden in Stockholm.
Berndt-Olof Helzen................... Executive Vice President and Director of Vattenfall Network
Vattenfall AB Operations since 1994.
SE 162 87 Stockholm
Sweden
Jan C. Johansson..................... Executive Vice President of and Director of the Electricity
Vattenfall AB Market division of Vattenfall since 1994.
SE 162 87 Stockholm
Sweden
Staffan Nordin....................... Executive Vice President and Director of Vattenfall
Vattenfall AB Electricity Generation since 1992.
SE 162 87 Stockholm
Sweden
Bertil Agrenius...................... Senior Vice President and Director of Natural Gas and
Vattenfall AB Engineering division of Vattenfall since 1994.
SE 162 87 Stockholm
Sweden
Gunnar Vallin........................ Senior Vice President and Director of Vattenfall
Vattenfall AB International since 1994.
SE 162 87 Stockholm
Sweden
Lennart Billfalk..................... Present Principal Occupation or Employment Senior Vice
Vattenfall AB President of Corporate Development and Environment since
SE 162 87 Stockholm 1998. Between 1993 and 1997 Mr. Billfalk was Managing
Sweden Director of Elforsk, the Swedish Electric Utilities R&D
company.
Mats Fagerlund....................... Senior Vice President and General Counsel of Vattenfall
Vattenfall AB since 1992.
SE 162 87 Stockholm
Sweden
Inger Holmstrom-Lindgren............. Senior Vice President of the Corporate Communications
Vattenfall AB department since 1995. Mrs. Holmstrom-Lindgren was the Chief
SE 162 87 Stockholm Executive Officer of the Swedish Travel and Tourist Council
Sweden from 1992 through 1994.
</TABLE>

S-3
<PAGE> 35

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Alf Lindfors......................... Senior Vice President of Human Resources and organization.
Vattenfall AB
SE 162 87 Stockholm
Sweden
Stig Gothe........................... Senior Vice President of the Corporate IT strategy and
Vattenfall AB European Matters since 1998. Mr. Gothe was Director of the
SE 162 87 Stockholm Business and Strategic Development division of Vattenfall
Sweden since 1992.
Lars Segerstolpe..................... Senior Vice President of the Internal Auditing division of
Vattenfall AB Vattenfall since 1991.
SE 162 87 Stockholm
Sweden
</TABLE>

4. DIRECTORS AND EXECUTIVE OFFICERS OF NPI. Set forth in the table below
are the name, present principal occupations or employment and the name,
principal business and address of any corporation or other organization in which
such occupation or employment is conducted, and the employment history of each
of the directors and executive officers of NPI. Unless otherwise indicated, each
person identified below is employed by NPI. The principal business address of
NPI and, unless otherwise indicated, the business address of each person
identified below, is (visiting address: Vasagatan 15-17) SE 162 87 Stockholm,
Sweden (Phone: 46-8-545 16 110). Except as otherwise indicated, all persons
identified below are Swedish citizens.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Carl-Erik Nyquist.................... Chairman of the board of Nordic Power Invest since 1998,
Vattenfall AB member of the board since 1996. Mr. Nyquist has also served
SE 162 87 Stockholm as the President and Chief Executive Officer of Vattenfall
Sweden since 1992. Prior thereto, Mr. Nyquist was Director General
of Vattenfall from 1985 through 1991.
Gunnar Vallin........................ Present Principal Occupation or Employment President and
Vattenfall AB Chief Executive Officer of Nordic Power Invest since 1998.
SE 162 87 Stockholm Mr. Vallin served as the Chairman of the board of NPI from
Sweden 1995 through 1998 and has been Senior Vice President of
Vattenfall and Director of Vattenfall International since
1994.
Mats Fagerlund....................... Member of the board of NPI since 1995. Mr. Fagerlund has
Vattenfall AB been Senior Vice President and General Counsel of Vattenfall
SE 162 87 Stockholm since 1992.
Sweden
Bertil Tiusanen...................... Member of the board of NPI since 1997. Mr. Tiusanen has also
Vattenfall AB served as Deputy Chief Executive Officer and Chief Financial
SE 162 87 Stockholm Officer of Vattenfall since 1997. From 1992 to 1997 Mr.
Sweden Tiusanen was Executive Vice President, CFO of Kooperativa
fpara.rbundet, KF, in Stockholm.
Jan Cederwall........................ Vice President of NPI and Director of the South East Asian
Vattenfall AB Region. Mr. Cederwall served as Controller of NPI from 1993
SE 162 87 Stockholm through 1994 and as Director of Finance and Administration
Sweden between 1994 and 1997.
</TABLE>

S-4
<PAGE> 36

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Hans Lundgren........................ Vice President of NPI and Director of the Latin American
Vattenfall AB Region since 1996. Mr. Lundgren has also been Vice President
SE 162 87 Stockholm of Vattenfall International from 1995. From 1993 through
Sweden 1995 Mr. Lundgren served as Director for Strategy and
Business Development at the corporate level of Vattenfall.
</TABLE>

5. DIRECTORS AND EXECUTIVE OFFICERS OF NRG. Set forth in the table below
are the name, present principal occupations or employment and the name,
principal business and address of any corporation or other organization in which
such occupation or employment is conducted, and the employment history of each
of the directors and executive officers of NRG. Unless otherwise indicated, each
person identified below is employed by NRG. The principal business address of
NRG and, unless otherwise indicated, the business address of each person
identified below, is 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota
55403. Except as otherwise indicated, all persons identified below are United
States citizens.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
David H. Peterson.................... Chairman of the Board of NRG since January 1994, Chief
Executive Officer since November 1993, President since 1989
and a Director since 1989, Mr. Peterson is also Chairman of
the Board of Directors of Cogeneration Corporation of
America ("CogenAmerica"). Mr. Peterson was also Chief
Operating Officer of NRG from June 1992 to November 1993.
Prior to joining NRG, Mr. Peterson was Vice President,
Non-Regulated Generation for NSP, and he has served in
various other management positions with NSP during the last
20 years.
Cynthia L. Lesher.................... Present Principal Occupation or Employment Director of NRG
Northern States Power Company since June 1996, Ms. Lesher is also President of NSP Gas
414 Nicollet Mall since July 1997. Prior to July 1997, Ms. Lesher was Vice
Minneapolis, Minnesota 55401 President Human Resources of NSP since March 1992. Prior to
March 1992, Ms. Lesher served as Director of Power Supply
Human Resources from 1991 to February 1992. Ms. Lesher
became Area Manager, Electric Utility Operations in 1990,
and previously served as Manager, Metro Credit, and Manager,
Occupational Health and Safety. Prior to joining NSP, Ms.
Lesher was a training and development consultant at the
Center for Continuing Education in Minneapolis. From 1970 to
1977, she held a variety of positions with Multi Resource
Centers, Inc., also in Minneapolis.
Gary R. Johnson...................... Director of NRG since February 1993, Corporate Secretary of
Northern States Power Company NSP from April 1994 to July 1997 and Vice President and
414 Nicollet Mall General Counsel of NSP since October 1991. Prior to October
Minneapolis, Minnesota 55401 1991, Mr. Johnson was Vice President-Law of NSP from
December 1988, acting Vice President from September 1988 and
Director of Law from February 1987.
</TABLE>

S-5
<PAGE> 37

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Edward J. McIntyre................... Director of NRG since May 1992 and Vice President and Chief
Northern States Power Company Financial Officer of NSP since January 1993. Mr. McIntyre
414 Nicollet Mall has also been a director of NSP'S subsidiaries, Viking Gas
Minneapolis, Minnesota 55401 Transmission Company since June 1993, Eloigne Company since
August 1993, First Midwest Auto Park, Inc. since September
1993, and Cenerprise since September 1994, where he served
as Chairman from 1994 to 1996. Mr. McIntyre served as
President and Chief Executive Officer of NSP-Wisconsin, a
wholly-owned subsidiary of NSP, from July 1990 to December
1992, and he has served in various other management
positions with NSP during the last 20 years.
John A. Noer......................... Director of NRG since June 1997 and President and CEO of
Northern States Power Company NSP- Wisconsin, a wholly owned subsidiary of NSP, since
512 Nicollet Mall January 1993. Prior to January 1993, Mr. Noer was President
Minneapolis, Minnesota 55401 of Cypress Energy Partners. Mr. Noer held various management
positions with NSP since joining the company in September
1968.
Leonard A. Bluhm..................... Executive Vice President and Chief Financial Officer of NRG
since January 1997. Prior to that, Mr. Bluhm served as
President and Chief Executive Officer of NRG Generating
(U.S.), Inc. ("NRGGE" now "CogenAmerica") since May 1996.
Prior to May 1996, Mr. Bluhm served as Vice President of NRG
from January 1993 and Chief Financial Officer from May 1993
until assuming his position with NRG in May 1996. Mr. Bluhm
was Chief Financial Officer of Cypress Energy Partners, an
affiliate of NRG from April 1992 to January 1993, prior to
which he was Director, International Operations and Manager,
Acquisition and Special Projects of NRG from 1991. Mr. Bluhm
previously served for over
James J. Bender...................... Vice President and General Counsel of NRG since June 1997.
Mr. Bender also served as General Counsel of the Polymers
Division of Allied Signal Inc. from May 1996 until June
1997. From June 1994 to May 1996 Mr. Bender was employed at
NRG, acting as Senior Counsel until December 1994 and as
Assistant General Counsel and Corporate Secretary from
December 1994 to May 1996. Prior to joining NRG in 1994, Mr.
Bender was a partner at the Minneapolis law firm of Leonard,
Street and Deinard from April 1993 to June 1994. He also
served as Corporate Counsel to Pfizer Inc. from August 1989
to April 1993.
Brian B. Bird........................ Vice President and Treasurer of NRG since June 1999, prior
to which he was Treasurer from June 1997 to June 1999. Mr.
Bird was Director of Corporate Finance for Deluxe
Corporation in Shoreview, Minnesota from September 1994 to
May 1997. Mr. Bird was Manager of Finance for the Minnesota
Vikings Professional Football Team from March 1993 to
September 1994. Mr. Bird held several financial management
positions with Northwest Airlines in Minneapolis, Minnesota
from 1988 to March 1993.
David E. Ripka....................... Vice President and Controller of NRG since June 1999, and
Controller of NRG since March 3, 1997. Prior to joining NRG,
Mr. Ripka held a variety of positions with NSP for over 20
years, including Assistant Controller and General Manager of
Accounting Operations and Direct of Audit Services.
</TABLE>

S-6
<PAGE> 38

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Craig A. Mataczynski................. Senior Vice President, North America since July 1998. He
served as Vice President, U.S. Business Development of NRG
since December 1994. Mr. Mataczynski served as President of
NEO Corporation, NRG's wholly-owned subsidiary that develops
small electric generation projects within the United States,
from May 1993 to January 1995. Prior to joining NRG, Mr.
Mataczynski worked for NSP from 1982 to 1994 in various
positions, including Director, Strategy and Development and
Director, Power Supply Finance.
Ronald J. Will....................... Senior Vice President, Europe, as well as President and
Chief Executive Officer, NRG Europe, since July 1, 1998.
Prior to July 1998, Mr. Will served as Vice President,
Operations and Engineering of NRG from May 1992 to June
1998. Prior to that, he served as President and Chief
Executive Officer of NRG Thermal, a wholly-owned subsidiary
of NRG that provided a limited number of customers with
thermal services, from September 1989 to February 1991.
Prior to February 1991, Mr. Will served in a variety of
positions with Norenco, a wholly-owned thermal services
subsidiary of NSP, including Vice President and General
Manager from October 1982 to September 1989.
Keith Hilless........................ Senior Vice President Asia-Pacific since July 1998 prior to
which he served as Senior Executive of NRG Asia-Pacific
since August 1997. Prior to joining NRG Mr. Hilless was
Chief Executive Officer of Queensland Transmission and
Supply Corporation since January 1995 and served the
Queensland Electricity Commission since 1989 in the
positions of Deputy Electricity Commissioner, Acting
Electricity Commissioner and Electricity Commissioner.
Roy R. Hewitt........................ Vice President, Administrative Services since February 1999.
Since joining NRG in 1994, he has held several positions in
the company's Australian operations including Managing
Director of NRG's Gladstone Power Station in Queensland. Mr.
Hewitt also served as Executive Director, Human Resources
for NRG Energy, Inc. from April 1996 to September 1997. Most
recently, he served as Executive Director, Operations and
Engineering for NRG Asia-Pacific headquartered in Brisbane,
Australia. Prior to joining NRG, Mr. Hewitt held a number of
positions at NSP from 1970 to 1994 including Director,
Compensation and Benefits and Southeast Region General
Manager.
Louis P. Matis....................... Vice President, Operating Services since July 1998 prior to
which he was the General Manager for all fossil fuel power
plants in the NSP system as well as the Director of the Fuel
Resources Department. Prior responsibilities included
Project Manager for Hydroplant reconstruction in Wisconsin
and Principal Civil Engineer for a number of power plant,
substation and transmission projects. He joined NSP in 1983.
</TABLE>

S-7
<PAGE> 39

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Valorie A. Knudsen................... Vice President, Corporate Strategy and Emerging Markets
since July 1998. Prior to that and since April 1996, Ms.
Knudsen served as Vice President, Finance. From August 1993
to April 1996, Ms. Knudsen served in as Controller. Prior to
joining NRG, Ms. Knudsen served in various managerial
accounting positions from November 1987 to July 1993 with
Carlson Companies, Inc., where she was responsible for
various types of accounting reporting.
</TABLE>

6. DIRECTORS AND EXECUTIVE OFFICERS OF NSP. Set forth in the table below
are the name, present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
occupation or employment is conducted, and the employment history of each of the
directors and executive officers of the NSP. Unless otherwise indicated, each
person identified below is employed by NSP. The principal business address of
NSP is 414 Nicollet Mall, Minneapolis, Minnesota 55401. Except as otherwise
indicated, all persons identified below are United States citizens.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
W. John Discroll..................... Director since 1974. Retired effective June 30, 1994 as
Rock Island Company Chairman and Chief Executive Officer, Rock Island Company,
First National Bank Building, St. Paul, Minnesota, a private investment company, in which
Suite 2090 capacity he had served since May 15, 1973. Also director of
332 Minnesota Street Comshare Inc., The John Nuveen Company, The St. Paul
St. Paul, MN 55101 Companies, Inc. and Weyerhaeuser Company.
James J. Howard...................... Director since 1987. Chairman, President and Chief Executive
Officer of NSP since December 1, 1994. Prior thereto,
Chairman of the Board and Chief Executive Officer of NSP
since July 1, 1990. Also director of Ecolab Inc., Honeywell
Inc., The ReliaStar Financial Corp. and Walgreen Company.
Douglas W. Leatherdale............... Director since 1991. Chairman of the Board, President and
The St. Paul Companies, Inc. Chief Executive Officer, The St. Paul Companies, Inc., a
385 Washington Street worldwide property and liability insurance organization,
St. Paul, MN 55102 since May 1990. Also director of The John Nuveen Company and
United HealthCare Corporation.
A. Patricia Sampson.................. Director since 1985. Currently operates the Sampson Group,
3385 Sycamore Lane Inc.; a management development and strategic planning
Plymouth, MN 55441 consulting business. Prior to that, Ms. Sampson served as a
Consultant with Dr. Sanders and Associates, a management and
diversity consulting company, since January 1, 1995. Prior
thereto, Chief Executive Officer, until December 31, 1994,
and Executive Director, until June 1, 1993, Greater
Minneapolis Area Chapter of the American Red Cross.
H. Lyman Bretting.................... Director since 1990. President and Chief Executive Officer,
C.G. Bretting Manufacturing C.G. Bretting Manufacturing Company, Inc., Ashland,
Company, Inc. Wisconsin, a manufacturer of automatic paper tissue and
3401 East Main Street paper towel folding machines. Also director of M&I National
PO Box 113 Bank of Ashland and NSP (Wisconsin), a wholly-owned
Ashland, WI 54806 subsidiary of the NSP.
</TABLE>

S-8
<PAGE> 40

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
David A. Christensen................. Director since 1976. President and Chief Executive Officer,
Raven Industries, Inc. Raven Industries, Inc., Sioux Falls, South Dakota, a
205 East Sixth Street manufacturer of plastics, electronics and special apparel
PO Box 5107 products. Also director of Wells Fargo & Co.; Beta Reven,
Sioux Falls, SD 57117-5107 Inc.; Glassite, Inc., and Raven Industries, Inc.
Dr. Margaret R. Preska............... Director since 1980. Senior Fellow for Academic Affairs of
Minnesota State University the Minnesota State Colleges and Universities and the
1175 W. Wabasha Distinguished Service Professor for the Minnesota State
Winona, MN 55987 University, Mankato, since February 1, 1992. Prior thereto,
President, Mankato State University, Mankato, Minnesota, an
educational institution.
Allan L. Schuman..................... Director since 1999. President and Chief Executive Officer
Ecolab Inc.; a company that develops and manufactures
cleaning, sanitizing and maintenance products for the
hospitality, institutional and industrial markets, since
March, 1995. Prior thereto, President and Chief Operating
Officer of Ecolab Inc., since August 1992. Also Director of
Ecolab Inc.
Giannantonio Ferrari................. Present Principal Occupation or Employment Director since
1997. President and Chief Operating Officer of Honeywell,
Inc., a supplier of control technology for homes, business
and avionics, since April 1997. Prior thereto, President of
Honeywell Europe. Also Director of Honeywell, Inc.
Paul E. Anders....................... Vice President and Chief Information Officer since May 1,
1997; and prior thereto Vice President -- Information
Services at Chrysler Financial Corporation.
Grady P. Butts....................... Vice President -- Human Resources since July 1,1997; Area
Leader -- Human Resources Management Services from August 1,
1993 to June 30, 1997; and prior thereto Director of Human
Resources -- Electric Utility.
John P. Moore, Jr.................... Corporate Secretary since July 1, 1997; and prior thereto
General Counsel and Corporate Secretary for NSP-Wisconsin.
John A. Noer......................... Director of NRG since June 1997 and President and CEO of
NSP -- Wisconsin, a wholly owned subsidiary of NSP, since
January 1993. Prior to January 1993, Mr. Noer was President
of Cypress Energy Partners. Mr. Noer held various management
positions with NSP since joining the company in September
1968.
Paul E. Pender....................... Vice President -- Finance and Treasurer since May 1, 1997;
Assistant Treasurer and Director, Corporate Finance from
July 1, 1994 to April 30, 1997. Prior thereto Director,
Corporate Finance.
David M. Sparby...................... Vice President -- Regulatory Services since September 1,
1998. Prior thereto Director -- Regulatory Services.
Michael D. Wadley.................... President -- Nuclear Generation since June 16, 1998; Vice
President -- Nuclear Generation from February 3, 1997 to
June 15, 1998; Nuclear Plant Manager -- Prairie Island from
October 26, 95 to February 2, 1997; Plant Manager -- Prairie
Island from February 1, 1993 to October 25, 1995; and prior
thereto General Superintendent of Operations -- Prairie
Island.
Loren L. Taylor...................... President -- NSP Electric since October 27, 1994; and prior
thereto Vice President -- Customer Operations.
</TABLE>

S-9
<PAGE> 41

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND EMPLOYMENT HISTORY
---- ------------------------------------------
<S> <C>
Gary R. Johnson...................... Director of NRG since February 1993, Corporate Secretary of
Northern States Power Company NSP from April 1994 to July 1997 and Vice President and
414 Nicollet Mall General Counsel of NSP since October 1991. Prior to October
Minneapolis, Minnesota 55401 1991, Mr. Johnson was Vice President -- Law of NSP from
December 1988, acting Vice President from September 1988 and
Director of Law from February 1987.
Cynthia L. Lesher.................... Director of NRG since June 1996, Ms. Lesher is also
Northern States Power Company President of NSP Gas since July 1997. Prior to July 1997,
414 Nicollet Mall Ms. Lesher was Vice President Human Resources of NSP since
Minneapolis, Minnesota 55401 March 1992. Prior to March 1992, Ms. Lesher served as
Director of Power Supply Human Resources from 1991 to
February 1992. Ms. Lesher became Area Manager, Electric
Utility Operations in 1990, and previously served as
Manager, Metro Credit, and Manager, Occupational Health and
Safety. Prior to joining NSP, Ms. Lesher was a training and
development consultant at the Center for Continuing
Education in Minneapolis. From 1970 to 1977, she held a
variety of positions with Multi Resource Centers, Inc., also
in Minneapolis.
Edward J. McIntyre................... Director of NRG since May 1992 and Vice President and Chief
Northern States Power Company Financial Officer of NSP since January 1993. Mr. McIntyre
414 Nicollet Mall has also been a director of NSP's subsidiaries, Viking Gas
Minneapolis, Minnesota 55401 Transmission Company since June 1993, Eloigne Company since
August 1993, First Midwest Auto Park, Inc. since September
1993, and Cenerprise since September 1994, where he served
as Chairman from 1994 to 1996. Mr. McIntyre served as
President and Chief Executive Officer of NSP-Wisconsin, a
wholly-owned subsidiary of NSP, from July 1990 to December
1992, and he has served in various other management
positions with NSP during the last 20 years.
Thomas A. Micheletti................. Vice President -- Public and Government Affairs since
October 27, 1994; Vice President -- General Counsel and
Secretary of NRG from May 11, 1994 to October 26, 1994; and
prior thereto Vice President -- General Counsel, NRG.
Roger D. Sandeen..................... Vice President, Controller and Chief Information Officer
since April 22, 1992.
</TABLE>

S-10
<PAGE> 42

Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, Certificates for Shares
and any other required documents should be sent or delivered by each Holder or
his or her broker, dealer, commercial bank or other nominee to the Depositary at
one of its addresses set forth below.

The Depositary for the Offer is:

U.S. BANK TRUST NATIONAL ASSOCIATION

<TABLE>
<CAPTION>
By Hand: By Mail or Overnight Courier:
-------- -----------------------------
<S> <C>
U.S. Bank Trust National Association U.S. Bank Trust National Association
U.S. Bank Trust Center U.S. Bank Trust Center
Attention: Specialized Finance Department Attention: Specialized Finance Department
180 East Fifth Street -- 4th Floor 180 East Fifth Street
Bond Drop Window St. Paul, Minnesota 55101
St. Paul, Minnesota 55101

U.S. Bank Trust National Association
Attention: Corporate Trust Department
100 Wall Street -- 20th Floor
New York, New York 10005
</TABLE>

By Facsimile Transmission:
(For Eligible Institutions Only)

Telecopier Number: (651) 244-1537

Confirm Receipt of Facsimile by Telephone Only:

Telephone Number: (651) 244-5172

Any questions or requests for assistance or additional copies of this Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent at its telephone number and location listed
below. You may also contact your broker, dealer, commercial bank or trust
company or nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010

Banks and Brokers Call Collect: (212) 929-5500
All Others Call Toll Free: (800) 322-2885

S-11

<PAGE> 1

LETTER OF TRANSMITTAL
To Tender Common Shares
of
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
Pursuant to the Offer to Purchase for Cash
All Outstanding Common Shares
dated August 24, 1999
by
TOSLI ACQUISITION B.V.
a wholly-owned subsidiary of
TOSLI INVESTMENTS N.V.
the principal shareholder of the Company

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 24, 1999 UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:
U.S. BANK TRUST NATIONAL ASSOCIATION

By Facsimile Transmission:
(For Eligible Institutions Only)
Telecopier Number: (651) 244-1537
Confirm Receipt of Facsimile by Telephone Only:
Telephone Number: (651) 244-5172
------------------------

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE
IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. SEE
INSTRUCTION 1.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET
FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.

This Letter of Transmittal is to be completed by stockholders of Compania
Boliviana de Energia Electrica S.A. -- Bolivian Power Company Limited (the
"Holder(s)"), and to be used either if certificates representing the Shares (as
defined in the Offer to Purchase) are to be forwarded herewith, or unless an
Agent's Message (as defined in the Offer to Purchase) is authorized, if delivery
of Shares is to be made by book-entry transfer to the account of U.S. Bank Trust
National Association, as Depositary, at The Depositary Trust Company ("DTC"),
pursuant to the book-entry transfer procedures set forth in Section 3 of the
Offer to Purchase.

Holders whose certificates representing the Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) or who
cannot complete the procedures for book-entry transfer on a timely basis, must
tender their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE> 2

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
NOTE
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHARE CERTIFICATE(S) AND
NAME(S) AND ADDRESS(ES)* OF REGISTERED HOLDER(S) SHARES TENDERED (ATTACH
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON SHARE ADDITIONAL SIGNED LIST
CERTIFICATE(S)) IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------------
TOTAL
NUMBER
OF SHARES
SHARE REPRESENTED NUMBER
CERTIFICATE BY SHARE OF
NUMBERS(S) CERTIFICATE(S) SHARES TENDERED
** ** ***
- ----------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------------
[ ] I have lost my certificate for ____________ shares
and require assistance with replacing the shares.
- ----------------------------------------------------------------------------------------------------------------------
* If your permanent address should be changed on our records please indicate address change in this box.
** Need not be completed by Holders tendering Shares by book-entry transfer.
*** Unless otherwise indicated, it will be assumed that all Shares represented by each Share Certificate delivered
to the Depositary are being tendered hereby. See Instruction 4.
</TABLE>

(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution
-----------------------------------------------

DTC Account Number
---------------------------------------------------------

Transaction Code Number
-----------------------------------------------------

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:

Name(s) of Registered Holder(s)
---------------------------------------------

Window Ticket Number (if any)
-----------------------------------------------

Date of Execution of Notice of Guaranteed Delivery
--------------------------

Name of Institution that Guaranteed Delivery
--------------------------------

If Delivery is by book-entry transfer:
-----------------------------

Name of Tendering Institution
----------------------------------------------

DTC Account Number
----------------------------------------------------------

Transaction Code Number
-----------------------------------------------------

2
<PAGE> 3

PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Tosli Acquisition B.V., a Netherlands
private limited liability company (the "Purchaser"), and a wholly-owned
subsidiary of Tosli Investments N.V., a Netherlands public limited liability
company ("Tosli"), the outstanding shares of common stock, without nominal or
par value, of Compania Boliviana de Energia Electrica S.A. -- Bolivian Power
Company Limited (the "Shares"), at the purchase price of U.S. $20.00 per share,
in each case net to the seller in cash (the "Offer Price"), without interest
thereon, pursuant to Purchaser's offer to purchase all of the Shares upon the
terms set forth in the Offer to Purchase, as amended and supplemented, dated
August 26, 1999 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer"). The Purchaser is a wholly-owned subsidiary of Tosli that is equally
owned, through subsidiaries by NRG Energy, Inc., a Delaware corporation and
wholly-owned subsidiary of Northern States Power Company, a Minnesota
corporation, and Nordic Power Invest AB, a Swedish corporation, and a
wholly-owned subsidiary of Vattenfall AB, a Swedish corporation that is
wholly-owned by the State of Sweden.

Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms of the Offer
(including, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Purchaser all right, title and interest
in and to all the Shares that are being tendered hereby, and hereby irrevocably
constitutes and appoints the Depositary the true and lawful agent and attorney-
in-fact of the undersigned with respect to such Shares, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to:

(i) deliver certificates for such Shares, or transfer ownership of
such Shares on the account books maintained by DTC, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or
upon the order of Purchaser upon receipt by the Depositary, as the
undersigned's agent, of the purchase price (as defined in the Offer to
Purchase) with respect to such Shares;

(ii) present certificates for such Shares for cancellation and
transfer on the books of the Purchaser; and

(iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of
the Offer.

The undersigned hereby irrevocably appoints each designee of Purchaser as
the attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Shares tendered by the undersigned and accepted for payment by the Purchaser
(and with respect to any and all other Shares or other securities issued or
issuable in respect of such Shares on or after the Expiration Date). The power
includes the power to vote in such manner as each such attorney and proxy or his
substitute shall in his sole discretion deem proper, and otherwise act
(including pursuant to written consent) with respect to all the Shares tendered
hereby which have been accepted for payment by Purchaser prior to the time of
such vote or action, which the undersigned is entitled to vote at any meeting of
Holders (whether annual or special and whether or not an adjourned meeting) of
the Purchaser, or consent in lieu of any such meeting, or otherwise. Such power
of attorney and proxy is coupled with an interest in the Shares tendered, is
irrevocable, and is granted in consideration of, and is effective upon, the
deposit by the Purchaser with the Depositary of the Offer Price for such Shares
in accordance with the terms of the Offer. Such acceptance for payment shall
revoke, without further action, all prior proxies, powers of attorneys or
consents given by the Holder with respect to the tendered Shares and other
securities granted by the undersigned at any time with respect to such Shares
(and any such other Shares or other securities) and no subsequent proxies will
be given (and if given will be deemed not to be effective) with respect thereto
by the undersigned. The designees of the Purchaser will, with respect to the
tendered Shares and other securities for which appointment is effective, be
empowered to exercise all voting and other rights of such Holder as they in
their sole discretion may deem proper at any annual, special or adjourned
meeting of the Company's Holders, by

3
<PAGE> 4

written consent or otherwise. The Purchaser reserves the right to require that,
in order for the Shares to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment of such Shares, the Purchaser must be able to
exercise full voting and other rights and other rights of a record and
beneficial Holder, including action by written consent, with respect to such
Shares.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and that, when the same are accepted for payment by the
Purchaser, the Purchaser will acquire good, marketable, and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
the same will not be subject to any adverse claim. The undersigned, upon
request, will execute and deliver any additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby (and any and all such
other Shares or other securities).

The undersigned represents and warrants to the Purchaser that the
undersigned has read and agrees to all of the terms of the Offer. All authority
herein conferred or agreed to be conferred shall not be affected by and shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, legal representatives, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.

The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's acceptance of the terms and
conditions of the Offer as well as the undersigned's representation and warranty
to the Purchaser that (i) the undersigned has a net long position of owner in
the Shares or equivalent securities being tendered within the meaning of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, as amended, (ii)
the tender of such Shares complies with Rule 14e-4, and (iii) the undersigned
has the full power and authority to tender and assign the Shares tendered, as
specified in the Letter of Transmittal. The Purchaser's acceptance for payment
of Shares tendered pursuant to the Offer will constitute a binding agreement
between the undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer, including, without limitation, the undersigned's
representation and warranty that the undersigned owns the Shares being tendered.

The names and addresses of the registered Holders should be printed, if
they are not already printed above, exactly as they appear on the Share
Certificates representing Shares tendered hereby. The Share Certificate numbers,
the number of Shares represented by such Share Certificates, the number of
Shares that the undersigned wishes to tender and the Offer Price at which such
Shares are being tendered should be indicated in the appropriate boxes on this
Letter of Transmittal.

The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Purchaser may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.

Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Offer Price of all Shares purchased, and/or return all
Certificates evidencing Shares not tendered or not purchased, in the name(s) of
the registered Holder(s) appearing above under "Description of Shares Tendered"
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the Offer Price of all Shares purchased
and all Share Certificates not tendered or not purchased (and accompanying
documents, as appropriate) to the address(es) of the registered Holder(s). In
the event that the boxes entitled "Special Payment Instructions" and "Special
Delivery Instructions" are both completed, please issue the check for the Offer
Price of all Shares purchased and return all Share Certificates not tendered or
not purchased in the name(s) of, and mail such check and/or any Share
Certificates to, the person(s) so indicated. Unless otherwise indicated in this
Letter of Transmittal under "Special Payment Instructions," in the case of a
book-entry delivery of Shares, please credit the amount maintained at DTC with
respect to any Shares not accepted for payment. The undersigned recognizes that
the Purchaser has no obligation, pursuant to the "Special

4
<PAGE> 5

Payment Instructions," to transfer any Shares from the name of the registered
Holder(s) thereof if the Purchaser does not accept for payment any of the Shares
tendered hereby.

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the aggregate Offer Price of Shares
purchased and/or Share Certificates for Shares not tendered or not purchased are
to be issued in the name of someone other than the undersigned.

Issue [ ] check and/or [ ] certificate(s) to:
Name
- ------------------------------------------------

- -------------------------------------------------------
(Please Print)

Address
- ----------------------------------------------

- -------------------------------------------------------
(Include Zip Code)

- -------------------------------------------------------
Taxpayer Identification or Social Security Number

See Substitute Form W-9

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Shares purchased and/or
Share Certificates for Shares not tendered or not purchased are to be mailed to
someone at an address other than the undersigned at an address other than that
shown below under "Description of Shares Tendered."

Mail [ ] check and/or [ ] certificate(s) to:
Name
- ------------------------------------------------

- -------------------------------------------------------
(Please Print)

Address
- ----------------------------------------------

- -------------------------------------------------------
(Include Zip Code)

- -------------------------------------------------------
Taxpayer Identification or Social Security Number

See Substitute Form W-9

5
<PAGE> 6

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS)
Also Please Complete Substitute Form W-9 Included Herein

Signature(s) of Owner(s)
--------------------------------------------------------

- --------------------------------------------------------------------------------

Dated: , 1999
-----------------------------

Name(s)
-------------------------------------------------------------------------
(Please Print)

Capacity (full title):
----------------------------------------------------------
(See Instruction 5)

Address:
------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Include Zip Code)

Area Code and Telephone No:
-----------------------------------------------------

Taxpayer Identification or Social Security Number
-------------------------------
(See Substitute Form W-9
Included Herein)

(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered Holder(s) by Share Certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)

Authorized Signature:
-----------------------------------------------------------

Name:
---------------------------------------------------------------------------
(Please Print)

Name of Firm:
-------------------------------------------------------------------

Address:
------------------------------------------------------------------------
(Include Zip Code)

Area Code and Telephone Number:
-------------------------------------------------

Dated: , 1999
------------------------------

FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.

6
<PAGE> 7

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered Holder of the Shares (which term, for purposes of this document,
shall include DTC) tendered herewith, unless such Holder has completed either
the box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" in the Letter of Transmittal, or (ii) if such Shares are
tendered for the account of a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each an
"Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. In lieu of
physically submitting this Letter of Transmittal to the agent, Holders may
utilize the DTC Automated Tender Offer Program ("DTC ATOP"), through which
function the Holder will be acknowledging that the Holder is bound to the terms
of this Letter of Transmittal. This Letter of Transmittal is therefore to be
completed by Holders either if Share Certificates are to be forwarded herewith
or if tenders of Shares are to be made pursuant to the procedures for delivery
by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share
Certificates for all physically tendered Shares, or any Book-Entry Confirmation
(as such term is defined in the Offer to Purchase) of Shares, as the case may
be, as well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth herein on or prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase). Holders whose Share Certificates are not immediately
available or who cannot deliver their Share Certificates and all other required
documents to the Depositary on or prior to the Expiration Date may tender their
Shares by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of
the Offer to Purchase. Pursuant to such procedure, (i) such tender must be made
by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary on or prior to the Expiration
Date, and (iii) the appropriate Share Certificates for all physically tendered
Shares or Book-Entry Confirmation of Shares, as the case may be, in proper form
for transfer, together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees (or,
in the case of a book-entry transfer, an Agent's Message), and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three trading days after the date of execution of such Notice
of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. A
trading day is any day on which the New York Stock Exchange, Inc. is open for
business.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT
THE OPTION AND RISK OF THE TENDERING HOLDER AND, EXCEPT AS OTHERWISE PROVIDED IN
THIS INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering Holders, by execution of this
Letter of Transmittal (or facsimile thereof), waive any right to receive any
notice of the acceptance of their Shares for payment.

3. INADEQUATE SPACE. If the space provided herein is inadequate, the Share
Certificates numbers and/or the number of Shares evidenced by such Share
Certificates should be listed on a separate signed schedule attached hereto.

7
<PAGE> 8

4. PARTIAL TENDERS. (Not applicable to Holders who tender by book-entry
transfer.) If fewer than all the Shares evidenced by any Share Certificate as
submitted are to be tendered, fill in the number of Shares which are to be
tendered in the box entitled "Number of Shares Tendered." In such case, new
Share Certificate(s) for the remainder of the Shares that were evidenced by your
old Share Certificate(s) will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by Share Certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered Holder(s) of the Shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.

If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Share
Certificates.

If this Letter of Transmittal or any Share Certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.

When this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment or Share Certificates for
Shares not tendered or purchased are to be issued to a person other than the
registered owner(s). Signatures on such Share Certificates or stock powers must
be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares listed, the Share Certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
Share Certificates. Signatures on such Share Certificates or stock powers must
be guaranteed by an Eligible Institution.

6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6,
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of Shares to it or its order pursuant to the Offer. If
payment of the Offer Price is to be made to, or if Share Certificates for Shares
not tendered or purchased are to be registered in the name of, any person other
than the registered Holder, or if tendered Share Certificates are registered in
the name of any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to such
person will be deducted from the Offer Price unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES LISTED IN THIS
LETTER OF TRANSMITTAL.

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the Offer
Price of any Shares tendered hereby is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other than
the person signing this Letter of Transmittal, or if the check and/or Share
Certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of transmittal should be
completed. If any tendered Shares are not

8
<PAGE> 9

purchased for any reason and the Shares are delivered by book-entry transfer,
the Shares will be credited to an account maintained at DTC.

8. WAIVER OF CONDITIONS. Subject to the terms of the Offer to Purchase, the
conditions of the Offer may be waived by Purchaser, in whole or in part, at any
time and from time to time in the Purchaser's sole discretion, in the case of
any Shares tendered.

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to, or additional copies of the Offer to Purchase, this Letter
of Transmittal, and the Notice of Guaranteed Delivery may be obtained from, the
Information Agent at its respective address set forth below or from your broker,
dealer, commercial bank or trust company.

10. SUBSTITUTE FORM W-9. The tendering Holder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify whether the Holder is subject to backup withholding of Federal
income tax. If a tendering Holder is subject to backup withholding, the Holder
must cross out item (ii) in the Certification box of the Substitute Form W-9.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering Holder to 31% Federal income tax withholding on the payment of the
Offer Price. If the tendering Holder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future, he or she
should check the box entitled "Awaiting TIN" in Part I, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number included therein. If the tendering Holder checks the "Awaiting TIN" box,
the Depositary will withhold 31% on all payments of the Offer Price, but such
withholdings will be refunded if the tendering Holder provides a TIN within 60
days.

11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Share Certificate(s) has
been lost, destroyed or stolen, the Holder should promptly notify the Transfer
Agent for the Purchaser. The Holder will then be instructed as to the steps that
must be taken in order to replace the Share Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed Share Certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) PROPERLY
COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND
SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY, OR A PROPERLY COMPLETED AND DULY
EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR
PRIOR TO THE EXPIRATION DATE (AS DEFINED IN SECTION 1 OF THE OFFER TO PURCHASE).

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a Holder whose tendered Shares
are accepted for payment is required to provide the Depositary with such
holder's correct TIN on Substitute Form W-9 below. If such Holder is an
individual, the TIN is his or her social security number. If a tendering Holder
is subject to backup withholding, he or she must cross out item (ii) in Part
III, Certification on the Substitute Form W-9. If the Holder does not provide
the Depositary with the correct TIN, the Holder may be subject to penalties
imposed by the Internal Revenue Service. In addition, payments that are made to
such Holder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding of 31%.

Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Holder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Forms of such statements
may be obtained from the Depositary. Exempt Holders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the
Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
9
<PAGE> 10

If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the Holder. Backup withholding is not an additional tax.
Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payments that are made to a Holder with
respect to Shares purchased pursuant to the Offer, the Holder is required to
notify the Depositary of his or her correct TIN by completing the form below
certifying (i) that the TIN provided on the Substitute Form W-9 is correct (or
that such Holder is awaiting a TIN), and (ii) that (a) such Holder is exempt
from backup withholding, (b) such Holder has not been notified by the Internal
Revenue Service that such Holder is subject to backup withholding as a result of
a failure to report all interest or dividends, or (c) the Internal Revenue
Service has notified such Holder that such Holder is no longer subject to backup
withholding.

WHAT NUMBER TO GIVE THE DEPOSITARY

The Holder is required to give the Depositary the social security number or
employer identification number of the record owner of the Shares. If the Shares
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidelines on which number to report. If the
tendering Holder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future, the Holder should check the
box entitled "Awaiting TIN" in Part I, and sign and date the Substitute Form W-9
and the Certificate of Awaiting Taxpayer Identification Number. If the tendering
Holder checks the "Awaiting TIN" box, the Depositary will withhold 31% on all
payments of the Offer Price, but such withholdings will be refunded if the
tendering Holder provides a TIN within 60 days.

10
<PAGE> 11

ALL TENDERING HOLDERS MUST COMPLETE THE FOLLOWING:

<TABLE>
<S> <C> <C> <C>
PAYER'S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION

PART I PLEASE PROVIDE YOUR TIN IN
SUBSTITUTE TAXPAYER THE BOX AT RIGHT AND CERTIFY -----------------------------
FORM W-9 IDENTIFICATION NUMBER BY SIGNING AND DATING BELOW. Social Security Number
DEPARTMENT OF THE TREASURY OR --------------------------
INTERNAL REVENUE SERVICE Employer Identification Number

[ ] Awaiting TIN
(sign and date "Certificate of
Awaiting Taxpayer Identification
Number" below)

PART II For Payees exempt from backup withholding, see the enclosed
PAYEES EXEMPT FROM Guidelines for Certification of Taxpayer Identification
BACKUP WITHHOLDING Number on Substitute Form W-9 and complete as instructed
therein.
CERTIFICATION: Under the penalties of perjury, I certify
PART III that: (i) the number shown on this form is my correct
CERTIFICATION Taxpayer Identification Number (or I am waiting for a number
to be issued to me) and (ii) I am not subject to backup
withholding because: (a) I am exempt from backup withholding
or (b) I have not been notified by the IRS that I am subject
to backup withholding as a result of a failure to report all
interest or dividends; or (c) the IRS has notified me that I
am no longer subject to backup withholding; and (iii) any
other information provided on this form is true, correct and
complete.

CERTIFICATION INSTRUCTIONS -- You must cross out Item (ii)
PAYER'S REQUEST FOR above if you have been notified by the IRS that you are
TAXPAYER IDENTIFICATION currently subject to backup withholding because of a failure
NUMBER (TIN) to report all interest or dividends on your tax return.
However, if after being notified by the IRS that you are
subject to backup withholding, you received another
notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (ii).

SIGNATURE
------------------------------------------------
DATE
-------------------------------------------------------
</TABLE>

FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments of the Offer Price made to me thereafter will be withheld until I
provide a number.

SIGNATURE _______________________ DATE: ________________ , 1999

11
<PAGE> 12

The information Agent for the Offer is:

MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010

Banks and Brokerage Firms, Please Call Collect:
(212) 929-5500

All Others, Call Toll Free:
(800) 322-2885

<PAGE> 1

NOTICE OF GUARANTEED DELIVERY
FOR

TENDER OF ALL OUTSTANDING COMMON SHARES
OF

COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
AT U.S. $20.00 NET PER SHARE
BY

TOSLI ACQUISITION B.V.
A WHOLLY-OWNED SUBSIDIARY OF

TOSLI INVESTMENTS N.V.
THE PRINCIPAL SHAREHOLDER OF THE COMPANY

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 24, 1999, UNLESS THE OFFER IS EXTENDED.

This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for all shares of
outstanding common shares, without nominal or par value (the "Shares"), of
Compania Boliviana de Energia Electrica S.A. -- Bolivian Power Company Limited,
a Nova Scotia corporation, are not immediately available, or if the procedure
for book-entry transfer cannot be completed on a timely basis, or if time will
not permit all other documents required by the Letter of Transmittal to be
delivered to the Depositary (as defined in the "Introduction" Section of the
Offer to Purchase defined below) prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase defined below). Such form may be delivered by
hand, by overnight courier or transmitted by facsimile or mail to the
Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

U.S. BANK TRUST NATIONAL ASSOCIATION

By Hand:
U.S. Bank Trust National Association
U.S. Bank Trust Center
Attention: Specialized Finance Department
180 East Fifth Street -- 4th Floor
Bond Drop Window
St. Paul, Minnesota 55101

U.S. Bank Trust National Association
Attention: Corporate Trust Department
100 Wall Street -- 20th Floor
New York, New York 10005
By Mail or Overnight Courier:
U.S. Bank Trust National Association
U.S. Bank Trust Center
Attention: Specialized Finance Department
180 East Fifth Street
St. Paul, Minnesota 55101

By Facsimile Transmission:
(For Eligible Institutions Only)
Telecopier Number: (651) 244-1537
Confirm Receipt of Facsimile by Telephone Only:
Telephone Number: (651) 244-5172

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER
OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE
INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

THE ELIGIBLE INSTITUTION (AS DEFINED IN SECTION 3 OF THE OFFER TO PURCHASE)
THAT COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND
MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES, AS THE CASE
MAY BE, TO THE DEPOSITARY WITHIN THE PERIOD SHOWN HEREIN. FAILURE TO DO SO COULD
RESULT IN A FINANCIAL LOSS TO THE ELIGIBLE INSTITUTION.
<PAGE> 2

Ladies and Gentlemen:

The undersigned hereby tenders to Tosli Acquisition B.V., a Netherlands
private limited liability company (the "Purchaser"), a wholly-owned subsidiary
of Tosli Investments N.V., a Netherlands public limited liability company,
equally owned through subsidiaries by NRG Energy, Inc., a Delaware corporation
and a wholly-owned subsidiary of Northern States Power Company, a Minnesota
corporation, and Nordic Power Invest AB, a Swedish corporation, a wholly-owned
subsidiary of Vattenfall AB, a Swedish corporation, wholly-owned by the State of
Sweden, upon the terms set forth in the Offer to Purchase, as amended or
supplemented, dated August 26, 1999 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"), receipt of which
is hereby acknowledged, the number of Shares indicated below, pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

PLEASE CHECK RELEVANT BOX BELOW

Certificate Nos. of Shares (if available):

<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------
Common Stock, Without Nominal or Par Value Name(s) of Record Stockholder(s)
Certificate Nos.
-------------------- --------------------------------------------
Number of Shares Tendered [ ]
-------------- --------------------------------------------
Please Type or Print

Address(es):
--------------------------------

--------------------------------------------
Zip Code
Area Code and Tel. No.:
---------------------
Signature(s):
-------------------------------
Dated:
--------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>

[ ] Check here if Shares will be delivered by book-entry transfer.

Account No.:
---------------

2
<PAGE> 3

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a bank, trust company, broker, dealer, credit union,
savings association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program, the New York Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program, (a)
represents that the above name person(s) "own(s)" the Shares tendered hereby
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), (b) represents that such tender of
Shares complies with Rule 14e-4 under the Exchange Act, and (c) guarantees
delivery to the Depositary, at one of its addresses set forth above, of
certificates (the "Share Certificates") representing the Shares tendered hereby
in proper form for transfer, or a confirmation of book-entry transfer of such
Shares tendered hereby into the Depositary's accounts at the Depositary Trust
Company, in either case together with delivery of a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), and any other required
documents, within three trading days on which the New York Stock Exchange is
open for business, after the date hereto.

------------------------------------------ ------------------------------------------
Name of Firm Authorized Signature
------------------------------------------ ------------------------------------------
Address Name
------------------------------------------ ------------------------------------------
City, State, Zip Code Title
Dated:
------------------------------------------ ------------------------------------, 1999
Area Code and Telephone Number
</TABLE>

DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH
YOUR LETTER OF TRANSMITTAL.

<PAGE> 1

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
AT A PURCHASE PRICE OF U.S. $20.00 NET PER SHARE
BY
TOSLI ACQUISITION B.V.
A WHOLLY-OWNED SUBSIDIARY OF
TOSLI INVESTMENTS N.V.
THE PRINCIPAL SHAREHOLDER OF THE COMPANY

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 24, 1999, UNLESS THE OFFER IS EXTENDED.

August 26, 1999

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We are enclosing the material listed below relating to the offer of Tosli
Acquisition B.V., a Netherlands private limited liability company (the
"Purchaser") and a wholly-owned subsidiary of Tosli Investments N.V., a
Netherlands public limited liability company ("Tosli"), to purchase all
outstanding common shares, without nominal or par value (the "Shares"), of
Compania Boliviana de Energia Electrica S.A. -- Bolivian Power Company Limited,
a Nova Scotia corporation (the "Company"), at a purchase price of U.S. $20.00
per Share, net to the seller in cash, without interest (the "Offer Price"), upon
the terms and subject to the conditions set forth in the Offer to Purchase, as
amended or supplemented, dated August 26, 1999 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which together constitute the "Offer").

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 13 OF THE OFFER TO PURCHASE.

The Purchaser will accept all valid tenders, not withdrawn prior to the
Expiration Date (as defined in the Offer to Purchase). If at the Expiration
Date, it is determined that valid tenders representing at least 90% of the
number of non-affiliate Shares outstanding on a fully-diluted basis have been or
are likely to be received and accepted, the Purchaser in its sole discretion may
extend the Offer. If 90% of such non-affiliate Shares are tendered and accepted,
the Purchaser intends to extend the period of time for which the Offer is open
for an additional three months, Tosli, which owns 4,030,762 Shares (96.6% of the
currently outstanding shares), intends to tender all of such Shares, and in the
event Tosli tenders its Shares, all Shares not tendered will be purchased
pursuant to Nova Scotia law, at the Offer Price.

If at the Expiration Date, valid tenders have been accepted to reduce the
number of record stockholders of the Company (the "Stockholders" or the
"Holders") to less than 300, the Company intends to deregister the Shares with
the United States Securities and Exchange Commission (the "Commission"), and
cease filing reports and other information which the Company is currently
required to file with the Commission under the requirements of the Securities
Exchange Act of 1934, as amended.

Please furnish copies of the enclosed materials to those of your clients
for whom you hold Shares registered in your name or in the name of your nominee.
<PAGE> 2

Enclosed herewith are the following documents:

1. The Offer to Purchase dated August 26, 1999.

2. The Letter of Transmittal to be used by stockholders in accepting
the Offer.

3. The Letter to Stockholders from the Company, accompanied by the
Company's Solicitation Statement on Schedule 14D-9.

4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents cannot be delivered to the
Depositary (as defined in the Offer to Purchase) by the Expiration Date.

5. The Letter that may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer.

6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup federal income
tax withholding.

7. A return envelope addressed to U.S. Bank Trust National
Association, the Depositary.

Upon the terms and subject to the satisfaction or waiver (where applicable)
of the conditions of the Offer, the Purchaser will purchase, by accepting for
payment, and will pay for, all Shares validly tendered and not withdrawn on or
prior to the Expiration Date, promptly after the Expiration Date. For purposes
of the Offer, the Purchaser will be deemed to have accepted for payment, and
thereby purchased, tendered Shares if, as and when the Purchaser gives oral or
written notice to the Depositary of the Purchaser's acceptance of such Shares
for payment. In all cases, payment for Shares accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of (i)
certificates representing the Shares (the "Certificates") or timely confirmation
of a book-entry transfer of such Shares, if such procedure is available, into
the Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase) pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (ii) the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, or an Agent's Message (as defined in the
Offer to Purchase) and (iii) any other documents required by the Letter of
Transmittal.

The Purchaser will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer, but
tendering stockholders who hold Shares in their own name(s) will not be charged
brokerage fees. The Purchaser will, upon request, reimburse brokers, dealers,
commercial banks, trust companies, and other nominees for reasonable and
customary handling and mailing expenses incurred by them in forwarding materials
relating to the Offer to their customers. The Purchaser will pay all stock
transfer taxes for those tendering in their own name applicable on the transfer
and sale of Shares pursuant to the Offer, subject to Instruction 6 of the Letter
of Transmittal.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER,
DETERMINED THAT THE OFFER DESCRIBED HEREIN IS FAIR TO, AND IN THE BEST INTERESTS
OF, THE COMPANY AND ITS STOCKHOLDERS, AND RECOMMENDS THAT THE STOCKHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 24, 1999, UNLESS THE OFFER
IS EXTENDED.

In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary and certificates representing the tendered Shares should be
delivered, or such Shares should be tendered by book-entry transfer, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase.

2
<PAGE> 3

If Stockholders wish to tender, but it is impracticable for them to forward
their Certificates or other required documents prior to the Expiration Date, a
tender may be effected by following the guaranteed delivery procedures specified
under Section 3 in the Offer to Purchase.

MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010
Banks and Brokers, Call Collect: (212) 929-5500
All Others Call Toll Free: (800) 322-2885

You may also contact your broker, dealer, commercial bank, trust company,
or nominee for assistance concerning the Offer.

Very truly yours,

MacKenzie Partners, Inc.

By /s/ MACKENZIE PARTNERS, INC.

------------------------------------

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE COMPANY, OR THE DEPOSITARY, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY
OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.

<PAGE> 1

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF

COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
AT A PURCHASE PRICE OF U.S. $20.00 NET PER SHARE
BY

TOSLI ACQUISITION B.V.
A WHOLLY-OWNED SUBSIDIARY OF

TOSLI INVESTMENTS N.V.
THE PRINCIPAL SHAREHOLDER OF THE COMPANY

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 24, 1999, UNLESS THE OFFER IS EXTENDED.

August 26, 1999

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, as amended and
supplemented, dated August 26, 1999 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer") setting forth an
offer by Tosli Acquisition B.V., a Netherlands private limited liability company
(the "Purchaser"), a wholly-owned subsidiary of Tosli Investments N.V., a
Netherlands public limited liability company ("Tosli"), to purchase all
outstanding common shares of Compania Boliviana de Energia Electrica S.A. --
Bolivian Power Company Limited, a Nova Scotia corporation (the "Company"),
without nominal or par value ("Shares"), at a price of U.S. $20.00 per Share,
net to the seller in cash, without interest (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer. Also enclosed herewith is
certain other material related to the Offer, including the Letter to
Stockholders of the Company dated August 26, 1999, accompanied by the Company's
Solicitation and Recommendation Statement on Schedule 14 D-9.

WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.

We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.

Your attention is invited to the following:

1. You may tender Shares as indicated in the attached Instruction Form.

2. The Offer is extended for all Shares.

3. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
OFFER, DETERMINED THAT THE OFFER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE
COMPANY AND ITS STOCKHOLDERS (THE "STOCKHOLDERS" OR THE "HOLDERS"), AND
RECOMMENDS THAT THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES
PURSUANT TO THE OFFER.
<PAGE> 2

4. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on September 24, 1999, unless the Offer is extended. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf.

5. The Offer is not conditioned on any minimum number of Shares being
tendered. The Purchaser will accept all Shares validly tendered at the Offer
Price, and not withdrawn prior to the Expiration Date (as defined in the Offer
to Purchase), upon the terms and subject to the conditions of the Offer. See
Section 1 of the Offer to Purchase. The Offer is, however, subject to certain
other conditions set forth in the Offer to Purchase. See Section 13 of the Offer
to Purchase.

6. As described in the Offer to Purchase, if at the Expiration Date it is
determined that valid tenders representing at least 90% of the number of
non-affiliate Shares outstanding on a fully-diluted basis have been or are
likely to be received and accepted, the Purchaser in its sole discretion may
extend the Offer. If 90% of such non-affiliate Shares are tendered and accepted,
the Purchaser intends to extend the period of time for which the Offer is open
for an additional three months, Tosli, which owns 4,030,762 Shares (96.6% of the
currently outstanding shares), intends to tender all of its Shares, and in the
event Tosli tenders its Shares, all Shares not tendered will be purchased
pursuant to Nova Scotia law, at the Offer Price.

7. If at the Expiration Date, valid tenders have been accepted to reduce
the number of record stockholders of the Company (the "Stockholders" or the
"Holders") to less than 300, the Company intends to deregister the Shares with
the United States Securities and Exchange Commission (the "Commission"), and
cease filing reports and other information which the Company is currently
required to file with the Commission under the requirements of the Securities
Exchange Act of 1934, as amended.

8. Tendering Stockholders who hold Shares in their own name(s) will not be
charged brokerage fees or, except as set forth on Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer and sale of Shares pursuant to
the Offer.

If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer to
Purchase, please so instruct us by completing, executing and returning to us the
attached Instruction Form. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF BY THE EXPIRATION OF THE OFFER.

The Offer is being made to all Stockholders. The Purchaser is not aware of
any jurisdiction where the making of the Offer is not in compliance with
applicable law. If the Purchaser becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Purchaser will make a good faith effort to comply with such law. If, after such
good faith effort, the Purchaser cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the Stockholders
residing in such jurisdiction.

2
<PAGE> 3

INSTRUCTION FORM

WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
BY
TOSLI ACQUISITION B.V.
AT AN OFFER PRICE OF
U.S. $20.00 NET PER SHARE

The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, as amended and supplemented, dated August 26, 1999, and the
related Letter of Transmittal (which together constitute the "Offer") in
connection with the Offer by Tosli Acquisition B.V., a Netherlands private
limited liability company (the "Purchaser") to purchase all outstanding common
shares of Compania Boliviana de Energia Electrica S.A. -- Bolivian Power Company
Limited, a Nova Scotia corporation, without nominal or par value (the "Shares"),
at a price of U.S. $20.00 per share, without interest, net to the undersigned in
cash, upon the terms and subject to the terms and conditions of the Offer.

This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, at the price per Share indicated
above, upon the terms and subject to the conditions set forth in the Offer.

SHARES TENDERED

[ ] By checking this box, the undersigned hereby instructs us to tender the
following number of Shares held by us for the account of the undersigned, at
the Offer Price per Share indicated above:

________ Shares*

- ---------------
* The undersigned understands and agrees that all Shares held by us for the
account of the undersigned will be

tendered if the above box is checked and the space above is left blank.

3
<PAGE> 4

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING STOCKHOLDERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

SIGN HERE

Dated: August 26, 1999 --------------------------------------

--------------------------------------
Signature(s)

Name

----------------------------------
(please print)

Address

---------------------------------

--------------------------------------
(please print)

--------------------------------------
Area Code and Telephone Number(s)

--------------------------------------
Security or Taxpayer ID No.

<PAGE> 1

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security numbers have nine digits separated by two hyphens: e.g.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: e.g., 00-0000000. The table below will help determine the number to
give the payer.
- ------------------------------------------------------------

<TABLE>
<CAPTION>
GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -----------------------------------------------------
<S> <C>
1. An individual's The individual
account
2. Two or more The actual owner of the
individuals account or, if combined
(joint account) funds, the first
individual on the
account(1)
3. Custodian account of The minor(2)
a minor (Uniform Gift
to Minors Act)
4. Adult and minor The adult or, if the
(joint account) minor is the only
contributor, the
minor(1)
5. Account in the name The ward, minor, or
of guardian or incompetent person(3)
committee for a
designated ward,
minor, or incompetent
person
6. a. A revocable The grantor-trustee(1)
savings trust
account (in which
grantor is also
trustee)
b. Any "trust" The actual owner(1)
account that is
not a legal or
valid trust under
State law
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
IDENTIFICATION
NUMBER OF--
<S> <C>
7. Sole proprietorship The owner(4)
8. A valid trust, The legal entity(5)
estate, or pension
9. Corporate The corporation
10. Association, club, The organization
religious,
charitable,
educational, or other
tax-exempt
organization
11. Partnership account The partnership
held in the name of
the business
12. A broker or The broker or nominee
registered nominee
13. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agricultural program
payments.
</TABLE>

- ------------------------------------------------------------

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's Social Security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.

(4) Show the name of the owner. If the owner does not have an employer
identification number, furnish the owner's social security number.

(5) List first and circle the name of the legal trust, estate, or pension trust.
Do not furnish the identifying number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.

NOTE:IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE
CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
<PAGE> 2

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your
number, obtain form SS-5, Application for a Social Security Number Card (for
resident individuals), Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), or Form W-7 for International Taxpayer
Identification Number (for alien individuals required to file U.S. tax returns),
at an office of the Social Security Administration or the Internal Revenue
Service.

To complete Substitute Form W-9, if you do not have a taxpayer identification
number, check the box entitled "Awaiting TIN" in Part 1, sign and date the Form
and the Certificate of Awaiting Taxpayer Identification Number, and give it to
the requester. Generally, you will then have 60 days to obtain a taxpayer
identification number and furnish it to the requester. If the requester does not
receive your taxpayer identification number within 60 days, backup withholding,
if applicable, will begin and will continue until you furnish your taxpayer
identification number to the requester.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees exempt from backup withholding on ALL payments include the following:*

- - An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).

- - The United States or any agency or instrumentality thereof.

- - A state, the District of Columbia, a possession of the United States, or any
political subdivision or instrumentality thereof.

- - A foreign government or a political subdivision, agency or instrumentality
thereof.

- - An international organization or any agency or instrumentality thereof.

Other payees that may be exempt from backup withholding include:

- - A corporation.

- - A financial institution

- - A dealer in securities or commodities registered in the United States or a
possession of the United States.

- - A real estate investment trust.

- - A common trust fund operated by a bank under section 584(a).

- - A trust exempt from tax under Section 664, or a non-exempt trust described in
section 4947(a)(1).

- - An entity registered at all times during the tax year under the Investment
Company Act of 1940.

- - A foreign central bank of issue.

- - A middleman known in the investment community as a nominee or who is listed in
the most recent publication of the American Society of Corporate Secretaries,
Inc. Nominee List

Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.

PRIVACY ACT NOTICES. Section 6109 requires most recipients of dividends,
interest or other payments to give taxpayer identification numbers to payers who
must report the payments to the IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 31% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:

- - Payments to nonresident aliens subject to withholding under section 1441.

- - Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident alien partner.

- - Payments of patronage dividends where the amount received is not paid in
money.

- - Payments made by certain foreign organizations.

Payments of interest generally subject to backup withholding include the
following:

- - Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if (i) this interest is $600 or more, and (ii)
the interest is paid in the course of the payer's trade or business and (iii)
you have not provided your correct taxpayer identification number to the
payer.

- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

- - Payments described in section 6049(b)(5) to non-resident aliens.

- - Payments on tax-free covenant bonds under section 1451.

- - Payments made by certain foreign organizations.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE STATEMENTS WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- If you falsify
certifications or affirmations, you are subject to criminal penalties including
fines and/or imprisonment.

(4) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you fail to
include any portion of an includible payment for interest, dividends or
patronage dividends in gross income and such failure is due to negligence, a
penalty of 20% is imposed on any portion of any underpayment attributable to the
failure.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

- -------------------------
Unless otherwise noted herein, all references below to section numbers or to
regulations are references to the Internal Revenue Code and the regulations
promulgated thereunder.

<PAGE> 1

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase dated August 26, 1999, and the related Letter of
Transmittal, and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to, nor will the Company accept
tenders from or on behalf of, holders of Shares in any jurisdiction in which the
making of the Offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. The Company is not aware of any jurisdiction in
which the making of the Offer or the tender of Shares would not be in compliance
with the laws of such jurisdiction. In jurisdictions whose laws require that the
Offer be made by a licensed broker or dealer, the Offer shall be deemed to be
made on the Purchaser's behalf by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
AT
U.S. $20.00 NET PER SHARE
BY
TOSLI ACQUISITION B.V.
A WHOLLY-OWNED SUBSIDIARY OF
TOSLI INVESTMENTS N.V.
THE PRINCIPAL SHAREHOLDER OF THE COMPANY

Tosli Acquisition B.V., a Netherlands private limited liability company
(the "Purchaser"), a wholly-owned subsidiary of Tosli Investments N.V., a
Netherlands public limited liability company ("Tosli") equally owned through
subsidiaries, by NRG Energy, Inc., a Delaware corporation and a wholly-owned
subsidiary of Northern States Power Company, a Minnesota corporation, and Nordic
Power Invest AB, a Swedish corporation and a wholly-owned subsidiary of
Vattenfall AB, a Swedish corporation that is wholly-owned by the State of
Sweden, is offering to purchase all outstanding common shares, without nominal
or par value (the "Shares"), of Compania Boliviana de Energia Eletrica S.A. --
Bolivian Power Company Limited, a Nova Scotia corporation (the "Company"), at a
purchase price of U.S. $20.00 per share (the "Offer Price"), in each case, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, as amended and supplemented,
dated August 26, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with the Offer to Purchase, constitute the
"Offer"). Tendering stockholders who hold Shares in their own name(s) will not
be charged brokerage fees, or except as set forth in Instruction 6 of the Letter
of Transmittal, stock transfer taxes on the transfer and sale of Shares pursuant
to the Offer. The purpose of the Offer is for the Purchaser to provide liquidity
to stockholders of the Shares for their investment, to terminate the
registration of the Company's securities under the Securities and Exchange Act
of 1934, as amended ("Exchange Act"), and if at least 90% of the non-affiliate
Shares are tendered (see below), acquire all of the outstanding Shares of the
Company.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 24, 1999, UNLESS THE OFFER IS EXTENDED.

All valid tenders not withdrawn prior to the Expiration Date (as defined
below) will be accepted. If at the Expiration Date, it is determined that valid
tenders representing at least 90% of the number of non-affiliate Shares
outstanding on a fully-diluted basis have been or are likely to be received and
accepted, the Purchaser
<PAGE> 2

in its sole discretion may extend the Offer. If 90% of such non-affiliate Shares
are tendered and accepted, the Purchaser intends to extend the period of time
for which the Offer is open for an additional three months, Tosli, which owns
4,030,762 Shares (96.6% of the currently outstanding shares), intends to tender
all of its Shares, and in the event Tosli tenders its Shares, all Shares not
tendered will be purchased pursuant to Nova Scotia law, at the Offer Price. If
at the Expiration Date a sufficient number of valid tenders have been accepted
to reduce the number of record holders of the Shares to less than 300, the
Company will deregister the Shares with the United States Securities and
Exchange Commission (the "Commission"), and cease filing reports and other
information which the Company is currently required to file with the Commission
under the requirements of the Exchange Act.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
OFFER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS
STOCKHOLDERS, HAS UNANIMOUSLY APPROVED THE OFFER AND RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER.

The Purchaser reserves the right, subject to the terms of the Offer to
Purchase, to extend the Offer. Any such extension will be followed as promptly
as practicable by a public announcement thereof, no later than 9:00 a.m., New
York City time on the next business date after the previously scheduled
Expiration Date.

For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment (and thereby purchased) validly tendered Shares when, as and if the
Purchaser gives oral or written notice to U.S. Bank Trust National Association
(the "Depositary") of its acceptance of the tenders of such Shares. Payment for
Shares accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or a confirmation of
a book-entry transfer with respect to such Shares into the Depositary's account
at the Depositary Trust Company (the "Book-Entry Transfer Facility") pursuant to
the procedures set forth in Section 3 of the Offer to Purchase, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other documents required by the Letter of Transmittal. UNDER NO CIRCUMSTANCES
WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR OF ANY DELAY IN MAKING SUCH PAYMENT.

The term "Expiration Date" means 12:00 Midnight, New York City time, on
Friday, September 24, 1999, unless and until the Purchaser, in its sole
discretion, shall have extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date on
which the Offer, as so extended by the Purchaser, shall expire.

Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. To be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth in the Offer to Purchase and must specify the
name of the person who tendered the Shares to be withdrawn, the number of Shares
to be withdrawn, and the name of the registered stockholder if different from
that of the person who tendered such Shares. If Certificates (defined as
"certificates representing such shares") evidencing Shares to be withdrawn have
been delivered or otherwise identified to the Depositary, then, prior to the
physical release of such Certificates, the serial numbers of the particular
Certificates evidencing the Shares to be withdrawn and a signed notice of
withdrawal with signatures guaranteed by an Eligible Institution (as defined in
the Offer to Purchase), except in the case of Shares tendered for the account of
an Eligible Institution, must also be furnished to the Depositary. If Shares
have been tendered pursuant to the procedures for book-entry transfer as set
forth in Section 3 of the Offer to Purchase, any notice of withdrawal must also
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Shares.

The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 of the General Rules and Regulations under the Exchange Act is contained
in the Offer to Purchase and is incorporated herein by reference.

2
<PAGE> 3

The Company has provided or will provide the Purchaser with the Company's
stockholder list and security position listings for the purposes of
disseminating the Offer to stockholders. The Offer to Purchase and the related
Letter of Transmittal and other related materials will be mailed to record
holders of Shares and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read carefully before any decision is made
with respect to the Offer.

Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth below. Requests for copies
of the Offer to Purchase and the Letter of Transmittal and other tender offer
materials may be directed to the Information Agent, or to the brokers, dealers,
commercial banks or trust companies who are the registered owners of Shares, and
copies will be furnished promptly at the Purchaser's expense.

The Information Agent for the Offer is:

MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010

Banks and Brokerage Firms, Please Call Collect:
(212) 929-5500

All Others, Call Toll Free:
(800) 322-2885

<PAGE> 1

PRESS RELEASE AUGUST 26, 1999

TOSLI ACQUISITION B.V. INITIATES TENDER OFFER TO ACQUIRE ALL OUTSTANDING
COMMON SHARES OF COMPANIA BOLIVIANA de ENERGIA ELECTRICA S.A. -- BOLIVIAN POWER
COMPANY LIMITED.

New York, NY, August 26, 1999 -- Today, Compania Boliviana de Energia
Electrica S.A. -- Bolivian Power Company Limited announced that Tosli
Acquisition B.V. has initiated a tender offer to acquire all of the outstanding
common shares of Compania Boliviana de Energia Electrica S.A. -- Bolivian Power
Company Limited (the "Company"), for a cash price of USD 20.00 net per share.

The offer will be sent to the Company's stockholders today, August 26,
1999, and will expire on September 24, 1999, unless extended by the purchaser.
All valid tenders not withdrawn prior to September 24, 1999 will be accepted.
The Board of Directors of the Company unanimously recommends that its
stockholders accept the offer.

The purchaser, Tosli Acquisition B. V., is a Netherlands private limited
liability company and a wholly-owned subsidiary of Tosli Investments N.V. which
is a Netherlands public limited liability company that is equally owned, through
subsidiaries, by NRG Energy, Inc., a Delaware corporation, and Nordic Power
Invest AB, a Swedish corporation.

To date, the purchaser has not conducted any business other than in
connection with the tender offer. Until immediately prior to the time that the
purchaser purchases the shares under the tender offer, it is not anticipated
that the purchaser will have any significant assets or liabilities or engage in
activities other than activities incident to its formation and capitalization
and transactions contemplated by the tender offer.

Compania Boliviana de Energia Electrica S.A. -- Bolivian Power Company
Limited, is a Nova Scotia corporation, with its principal executive offices in
La Paz, Bolivia. The Company generates electricity in Bolivia from 15
hydroelectric power stations and one thermal facility. In 1998, electricity
generated by the Company represented approximately 27% of all electricity
generated in Bolivia. As of December 31, 1998, the Company's maximum generating
capacity was 190 megawatts ("MW").

For its fiscal year ended December 31, 1998, the Company reported net
income of approximately $5,164,000.

The Company and its affiliates previously stated their intention to
continue to assess means by which to provide to the stockholders liquidity for
their investments, and this acquisition represents the means of accomplishing
that goal. Further, the Company currently spends significant amounts each year
in complying with the information reporting requirements of the Securities
Exchange Act of 1934, as amended, and related activities. If the Company is
able, as a result of responses to the tender offer, to terminate the
registration of its securities under the Exchange Act, it expects that it will
be able to reduce these annual costs. Finally, with this acquisition, the
purchaser and its affiliates desire to own 100% of the shares and simplify the
corporate governance of the Company.

The Board of Directors of the Company has unanimously determined that the
offer is fair to, and in the best interests of, the Company and its
stockholders, has unanimously approved the offer and recommends that the holders
accept the offer and tender their shares pursuant to the offer. In arriving at
its determination that the offer price of U.S. $20.00 is fair to and in the best
interests of the Company and its shareholders, the Board of Directors of the
Company considered a variety of factors, including the price of the 1996 tender
offer by which Tosli Investments N.V. acquired 96.6% of the Company's shares,
the approximate valuation of comparable companies, and the fact that there are
no current price quotations for the shares.

If at the expiration date of September 24, 1999, it is determined that
valid tenders representing at least 90% of the number of non-affiliate shares
outstanding on a fully-diluted basis have been or are likely to be received and
accepted, the purchaser in its sole discretion may extend the tender offer. If
90% of such non-affiliate shares are tendered and accepted, the purchaser
intends to extend the period of time for which the offer is open for an
additional three months, Tosli Investments N.V., which owns 4,030,762 shares or
96.6% of the currently outstanding shares of the Company, intends to tender all
of such shares, and in the event Tosli
<PAGE> 2

Investments N.V. tenders its shares, all shares not tendered will be purchased
according to Nova Scotia law, at the tender offer price of U.S. $20.00.

If, at the expiration date, a sufficient number of valid tenders have been
accepted as will reduce the number of record holders of shares of the Company to
less than 300, the Company intends to deregister its securities with the United
States Securities and Exchange Commission, and cease filing reports and other
information which the Company is currently required to file with the Commission
under the requirements of the Exchange Act.

For further information, contact the Information Agent:

MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010

Banks and Brokers Call Collect: (212) 929-5500
All Others Call Toll Free: (800) 322-2885