NOTICE TO HOLDERS OF

INTERNATIONAL POWER FINANCE (JERSEY) II LIMITED

€230,000,000 3.25 PER CENT. GUARANTEED CONVERTIBLE BONDS DUE 2013 

convertible into 3.25 per cent. redeemable preference shares of International Power Finance (Jersey) II Limited which are immediately exchanged for ordinary shares of and unconditionally guaranteed by

INTERNATIONAL POWER PLC 

ISIN: XS0261440860

NOTICE OF ADJUSTMENT TO THE EXCHANGE PRICE

Adjustment Event

On 11 August 2009, International Power plc announced that on 29 October 2009 it would pay a cash Dividend of 4.25 pence per ordinary Share to Shareholders on the register of members on the record date of 2 October 2009.

Adjustment of Exchange Price

Each €50,000 principal amount of a Bond is convertible into one Preference Share with a paid-up value of €50,000. The Preference Shares will be delivered to International Power plc following the issue of such Preference Shares to the Bondholder, in consideration for which International Power plc will deliver such number of Shares as results from dividing the paid up value of each Preference Share (translated into pounds sterling at the fixed exchange rate of €1.4437 = £1) by the Exchange Price in effect on the Conversion Date (rounded down to the nearest whole number of Shares).

Clause 7 of the Preference Share Guarantee and Undertaking requires an adjustment to be made to the Exchange Price in accordance with the terms of the schedule thereto on the occurrence of certain corporate events. As a result of the announcement by International Power plc that it will pay a cash Dividend to the Shareholders, an adjustment to the Exchange Price is required pursuant to paragraph B (iii) of the schedule. 

The current Exchange Price is 358 pence.

From and including 29 October 2009, being the date of payment of the cash Dividend, the Exchange Price will be adjusted to 352 pence. All other Terms and Conditions of the Bonds remain unchanged.

Conversion Agent

Deutsche Bank AG London

Effective Date of Exchange Price Adjustment

The adjustment to the Exchange Price will become effective on 29 October 2009.

Defined Terms

All words and terms that are capitalised herein shall have the same meaning as set out in the Terms and Conditions of the Bonds.

2 October 2009