SET Announcements
Report on the resolutions of the 2005 Annual General Meeting
TRANSLATION
1000/094/2005
April 29, 2005
Subject : Report on the resolutions of the 2005 Annual General Meeting
Attention : President of The Stock Exchange of Thailand
The Bangchak Petroleum Public Company Limited wishes to hereby report the
resolutions of the 2005 Annual General Meeting, held on 29 April 2005,
at 13.30 hours, at Main Conference Room, BCP's Head Office, 210 Sukhumvit 64,
Phrakanong, Bangkok, 10260, as follows:
1.The Meeting resolved to adopt the Minutes of the Annual General Meeting of
the Year 2004.
2.The Meeting acknowledged the report on the Company's Operating Performance
in the Year 2004.
3.The Meeting resolved to approve the Balance Sheets and the Statements of
Income for the Year Ended December 31, 2004 and the Auditor's Report.
4.The Meeting resolved to approve the Appropriation of Profit for the Year 2004
in the amount of Baht 86,714,346 as a legal reserve and approved for none
Distribution of Dividend from the operating results of the fiscal Year 2004.
(The Board of Directors resolved to not accept their bonus for the 2004
performance until shareholders receive the dividend)
5. The Meeting has passed the resolutions on the Appointment of the Directors,
the Number of the Board of Directors, and the remuneration of the Board of
Directors as follows:
5.1 The Meeting resolved to re-appoint the three Directors who retired by
rotation namely; General Tawat Ked-Unkoon, Mr. Wirat Iam-Ua-Yut, and
Miss Chularat Suteethorn, to serve another term as Directors.
5.2 The Meeting resolved to appoint Mr.Anusorn Sangnimnuan,the President of BCP,
to act as a new Director of the Company and the Board of Directors will
consist of
1) General Tawat Ked-Unkoon (Independent Director)
2) Mr. Chai-Anan Samudavanija (Independent Director)
3) Mr. Anusorn Tamajai (Independent Director)
4) Mr. Nipon Surapongrukchareon (Independent Director)
5) Mr. Wirat Iam-Ua-Yut (Independent Director)
6) Mr. Songpope Polachan
7) Mr. Apisit Rujikeatkamjorn
8) Mr. Pichai Chunhavajira
9) Mr. Sayan Satangmongkol
10) Miss Chularat Sutheethorn
11) Mr. Anusorn Sangnimnuan (President and Secretary to Board
of Directors)
5.3 The Meeting resolved to approve that the Directors' Remuneration shall be
fixed in the same rate as that of the Year 2004, according to following
details:
*The Board of Directors shall receive
- Monthly Allowance 10,000 Baht/person
- Meeting Allowance 20,000 Baht/person/time
(Only for attending Directors)
*The Sub-Committee appointed by the Board of Directors consisting of
1) The Audit Committee shall receive
- Monthly Allowance 10,000 Baht/person
- Meeting Allowance 5,000 Baht/person/time
(Only for attending Directors)
2) The Nominating and Remuneration Committee shall receive
- Monthly Allowance -None-
- Meeting Allowance 10,000 Baht/person/time
(Only for attending Directors)
3) Other Sub-Committee
The determination of the monthly and meeting allowance of such
Sub-Committees depended on the consideration of the Board of
Directors by concerning on the appropriateness and relevant of their
responsibilities.
Moreover, the Chairman of the Board of Directors and the Chairman of
the Sub-Committee shall receive the monthly and meeting allowances higher than
that of director members by 25 percent, while the Vice Chairman of the Board of
Directors shall receive the salary and meeting allowances higher than those of
director members by 12.5 percent
* Bonus for Directors shall be determined and paid at the rate 1.5 percent
of net profit, but not over 9,000,000 Baht/year for all directors. Moreover,
the Chairman and Vice Chairman shall receive the bonus higher than that of
director members by 25 percent and 12.5 percent respectively.
The Directors' Remuneration shall remain in the rate mentioned above until
the Shareholders resolved to amend.
6.The Meeting resolved to appoint Mrs. Kesree Narongdej and/or Mrs. Natsarak
Sarochanunjeen, Certified Public Accountants, Registration Number 76 and
Number 4563 respectively, A.M.T.& Associates as the Company's Auditors for
the Year 2005 and to approve the Auditor's Remuneration of not more than Baht
1,500,000.
7.The Meeting resolved to approve the Amendment to Section 5 No. 18 of the
Company's Articles of Association in amending the number of Directors from
11 members to 12 members, with the new article to read as follows:
" The Board of Directors is composed of a minimum of 5 and a maximum of 12
members. Not less than half of the Board must be residents in Thailand.
Qualifications of all directors have to meet with the stipulations of laws
and the company's regulations. At least one director is knowledgeable in
accounting and finance.
Any one of Directors can jointly sign together with the Chairman of the
board or the President to be two authorized directors and affix with the
company seal shall bind the Company.
The Board of Directors has the authority to specify the persons authorized
to sign on behalf of the Company in accordance with the Articles of
Association."
8.The Meeting has passed the resolutions on the details of the warrants for
purchasing the Company's ordinary shares to Directors,Management and
Employees of the Company and Bangchak Green Net Co.,Ltd.as well as ESOP Plan
Administrator as follows:
8.1 The Meeting acknowledged the allotment of the warrants for purchasing the
Company's ordinary shares in the number of 170,000 warrants to the
President.
8.2 The Meeting resolved to approve the amendment on significant details
of the issuance and offering of the warrants for purchasing the
Company's ordinary shares to Directors, Management and Employees of the
Company and Bangchak Green Net Co.,Ltd.as well as ESOP Plan Administrator,
which approved in the 2004 Annual General Meeting. In the amendment,
Directors can transfer the warrants to the government office so as to
comply with related laws,regulations, or cabinet resolutions and, moreover,
the government office which received the warrants, can exercise their
rights as well.In addition, the Directors who retired by rotation and be
re-elected shall not have to transfer their warrants back to the ESOP
Plan Administrator.The new provisions are as follows:
2.1 Type of Warrants
" Warrants to purchase the newly issued common shares of the Company are
not transferable except for the transfer to the Administrator or their
heirs in order to follow the rules and regulations of the Government
sectors concerned or from directors to Government sector or for the
transfer from the Administrator to directors, management and employees
of the Company and Bangchak Green Net according to the same criteria of
this allotment."
2.5 Allotment
" The allotment to Administrator appointed by the Board of Directors will
be in the amount equal to the balance of Warrants remaining after
allotment to all directors, management and employees of the Company and
its subsidiary, including the Warrants transferred by directors,
management or employees who are not eligible to exercise their right or
by Government sectors having received from the directors as stipulated
in Clause 2.1. Administrator may allot such Warrants to directors,
management and employees of the Company and Bangchak Green Net on the
same criteria of this allotment."
2.11 Exercise Conditions
(1) Persons entitled to exercise their right pursuant to the Warrants
shall be directors, management or employees of the Company or Bangchak
Green Net as of the date of exercise or the Government sectors having
received the Warrants from the directors as stipulated in Clause 2.1
(2) If any directors, management or employees who have received the
Warrants as allotted pass away, are disabled, legally incapable,
retire from their terms of office and have not been re-elected,
retire from their work or retire due to the expiration of their
employment agreement or are dismissed with no fault, resulting
the disqualification as stated in (1),such persons can exercise their
right only for the Warrants that meet their own anniversary and
Warrants that will meet their own anniversary at the next anniversary
according to Clause 2.7. Such Warrants can be exercised only when all
conditions under Clause 2.7 are fulfilled and within the exercise
period. Remaining Warrants shall be transferred to Administrator. "
8.3 The Meeting resolved to approve the allotment of the warrants for purchasing
the Company's ordinary shares to the three re-appointed Directors; General
Tawat Ked-Unkoon in the number of 230,000 warrants, Mr. Wirat Iam-Ua-Yut
in the number of 170,000 warrants, and Miss Chularat Suteethorn in the
number of 170,000 warrants.
9. Other Business
-None-
Please be informed accordingly.
Yours sincerely,
-signed-
(Patiparn Sukorndhaman)
Senior Executive Vice President
Accounting and Finance
Corporate Planning and Investor Relation Office
Tel: 0-2335-4583