SET Announcements

-TRANSLATION- 1000/165/2005 August 29, 2005 Subject: Report on the Board of Directors' resolutions and the date for the Extraordinary Shareholders' Meeting No. 1/2005 regarding the Company's capital increase for Product Quality Improvement Project Attention: President of The Stock Exchange of Thailand Attachment 1. Disclosure Information of Asset Acquisition 2. Capital Increase Report Form (F53-4) 3. Disclosure Information of Connected Transaction The Board of Directors Meeting of The Bangchak Petroleum Public Company Limited No. 9/2005 held on 29th August 2005, at 18.00 hours has passed the following resolutions: 1. The Meeting approved the investment on Product Quality Improvement Project (PQI Project) by adding Cracking Unit at the existing refinery. PQI Project will change the existing refinery from a simple refinery to a complex refinery, which will be able to produce value-added products (i.e. diesel, gasoline and LPG) at higher amount, especially for diesel. The investment is regarded as an acquisition of assets by listed companies under the regulations of SET on Disclosure of information and other acts of listed companies on acquisition or disposition of assets B.E. 2547. The total investment of PQI Project is higher than 15%, but lower than 50% of the Company's total assets under the consolidated financial statements. (Please see Disclosure on Acquisition of Assets enclosed as Attachment 1) 2. The Meeting resolved to propose the Extraordinary Shareholders' Meeting to approve the increase of the Company's registered capital from Baht 867,143,461 to Baht 1,531,643,461 by issuing new ordinary shares of 664,5000,000 shares with the par value of Baht 1 per share and to approve the amendment of the Company's Memorandum of Association to reflect the increase of the Company's registered capital. 3. The Meeting resolved to propose the Extraordinary Shareholders' Meeting to approve the issuance of subordinated and unsecured convertible debentures, in a total amount of not more than Baht 1,890,000,000. The tenor of the debentures is not more than 10 years. The debentures can be converted to the Company's common shares pursuant to the conditions specified by the Company. The debentures will be offered to PTT Public Company Limited. 4. The Meeting resolved to propose to the Extraordinary Shareholders' Meeting to approve the issuance of warrants for subscribing the ordinary shares of the company. The warrants will be name specified, in the amount not exceeding 85.5 Million units with the maturity term of not exceeding 5 years.The warrants will be offered to the existing shareholders whose name appears in the share register book as at the XR date. The existing shareholders are entitled to purchase warrants based on their respective shareholding in the ratio of 10 existing shares to 1 warrant. The offering price shall not be more than 2.50 Baht each and the exercise price shall be 18 Baht each in accordance with the terms and conditions specified by the Company. In case ht warrants can be listed in SET, the warrants will be transferable. In case the warrants cannot be listed, they will be non-transferable. 5. The Meeting resolved to propose the Extraordinary Shareholders' Meeting to approve the allotment of the newly issued shares as follows: A.To allot not exceeding 283,000,000 common shares, by offering to PTT Public Company Limited and not exceeding 161,000,000 common shares to specific investors and/or institutional investors, either domestic or foreign. B.To allot not exceeding 135,000,000 common shares reserving for the exercise of the Company's convertible debentures. C. To allot not exceeding 85,500,000 common shares reserving for the exercise of the Company's warrants. It was further resolved to propose the Extraordinary Shareholders' Meeting to approve that the Board of Directors shall be authorized to fix the price offered to PTT and/or specific investors and/or institutional investors, either domestic or foreign, including the conversion price of the convertible debentures. Provided that the offering prices and the conversion price shall not be lower than 90% of the market price, calculated from the weighted average of the closing prices in SET 15 days prior to the date of Board Meeting (i.e. 5 -26 August 2005). Such weighted average price is 14.22 Baht per share. However, the offering prices and the conversion price shall be not lower than 14 and not higher than 16 Baht each.(Please see Report on Capital Increase enclosed as Attachment 2) 6. The Meeting resolved to propose the Extraordinary Shareholders' Meeting to approve the allowance to PTT Public Company Limited for acquiring and holding the ordinary shares and convertible debentures equal to or more than 25% but less than 50% without conducting the tender offer for the rest of the issued shares according to SEC rules and regulations on the exemption for the tender offer. 7. The Meeting resolved to propose the Extraordinary Shareholders' Meeting to approve the connected transaction with PTT Public Company Limited, since the issuance and offering of ordinary shares and convertible debentures to PTT are regarded as related transaction by issuing new securities to connected person under the notification of the SET regarding disclosure of information and other acts of listed companies concerning the connected transactions B.E. 2546, in which, the total size of issued and offered shares to PTT was exceeded 3% of the net tangible asset on the Company's consolidated financial statements as of June 30, 2005. (Please see the disclosure on connected transaction enclosed as Attachment 3) 8. The Meeting resolved to appoint Kimeng Securities Public Company Limited as Financial Advisor to shareholders and Independent Financial Advisor for providing opinions on exemption of tender offer requested by PTT and the connected transaction by listed companies. 9. The Meeting resolved to propose the Extraordinary Shareholders' Meeting to approve the amendment to the Company's Articles of Association, Section 18 by revising the number of the Directors from not more than 12 persons to not more than 14 persons, so as to be in line with the Company's expanding investment. 10. The Meeting resolved to propose the Extraordinary Shareholders' Meeting to approve the grant of authorization to the Board of Directors or any person authorized by the Board to set and/or change the details and conditions of to the issuance, offering and allotment of the shares, convertible debentures, and warrants for subscribing the ordinary shares of the Company, as well as, any transaction relating to the SEC, SET and any other authority involved with the issuance, offering and allotment of the shares, convertible debentures and warrants, as well as to have the said shares listed in the SET. 11. The Meeting resolved to schedule the date for the Extraordinary General Meeting No. 1/2005 on Tuesday October 11, 2005 at 13.30 hours at the main Conference Room of the Company's Head Office, 210 Sukhumvit 64 Phrakanong Bangkok. 12. The Meeting resolved to set the closing date of share register for the rights to attend the Extraordinary General Meeting from Wednesday September 21, 2005 at 12.00 p.m. until the Meeting adjourns. 13. The Meeting approved the agenda for the Extraordinary General Meeting as follows: Agenda 1 - To consider and adopt the Minutes of the Annual General Meeting of the Year 2005 Agenda 2 - To consider and approve the investment plan for Product Quality Improvement Project. In this regard, the Meeting is requested to approve all of the following sub-agendas; otherwise, it will be deemed that the Meeting resolve not to approve the investment plan for Product Quality Improvement Project 2.1 To consider and approve the increase of the Company's registered capital 2.2 To consider and approve the amendment to Article 4 (registered capital) of the Company's Memorandum of Association. 2.3 To consider and approve the issuance and offering of the Company's convertible debentures for offering to PTT Public Company Limited. 2.4 To consider and approve the allotment of the newly issued shares. 2.5 To consider and approve the exemption of tender offer for the rest of the issued shares regarding the issuance and offering of the Company's ordinary shares and convertible debentures to PTT Public Company Limited. 2.6 To consider and approve the connected transactions between the Company and PTT Public Company Limited. Agenda 3 - To consider and approve the Amendment to the Company's Article of Association Agenda 4 - To consider and approve the issuance and offering of the warrants for purchasing the Company's ordinary shares to the existing shareholders proportionally Agenda 5 - Other Business (if any) 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