SET Announcements

Attachment 2 (F 53-4) Capital Increase Report The Bangchak Petroleum Public Company Limited 29 August 2005 We, The Bangchak Petroleum Public Company Limited (the "Company"),hereby notify the resolutions of the Board of Directors No.9/2548, held on 29 August 2005 at 18.00 - 21.00 Hours, on the capital increase and the allotment of the capital increase shares as follows: 1. Capital Increase The Board of Directors Meeting resolved to increase the registered capital of the Company from Baht 867,143,416 to Baht 1,531,643,461 by issuing 664,500,000 new ordinary shares with the par value of Baht 1 each, amounting to Baht 664,500,000 . 2. Allotment of Capital Increase Shares The Board of Directors Meeting resolved to allot 664,500,000 new ordinary shares with the par value of 1 Baht each, amounting to Baht 664,500,000 with the following particulars: 2.1 Details of Allotment Allotted to 1. PTT Public Co., Ltd - divided into: 1.1 New Ordinary Shares - No. of Shares (shares) Not more than 283,000,000 - Ratio (Existing:New) - - Selling Price (Baht/share) 14.00-16.00 - Date and time of Subscription - and Payment - Remarks Issuance of new shares to PTT is regarded as transaction with connected person 1.2 Reserve for conversion of Convertible Debentures - No. of Shares (shares) Not more than 135,000,000 - Ratio (Existing:New) - - Selling Price (Baht/share) 14.00-16.00 - Date and time of Subscription - and Payment - Remarks Natures of Convertible Debentures: - Subordinated Convertible Debenture of not more than 900 million Baht, - par value: 10,000 Baht each - term: 10 years - interest rate: not more than 5% per annum - convertible price: equal to the offering price of the ordinary shares offered to PTT under this capital increase (details in 1.1) 2. New ordinary shares offered to financial institute investors - No. of Shares (shares) Not more than 161,000,000 - Ratio (Existing:New) - - Selling Price (Baht/share) Not lower than 14.00 - Date and time of Subscription - and Payment - Remarks - 3. Reserve for exercise of Warrants allotted to existing shareholders - No. of Shares (shares) 85,500,00010 - Ratio (Existing:New) 10 existing shares per 1 warrant - Selling Price (Baht/Share) Offering price not higher than Baht 2.50 with exercise price of Baht 18 per share - Date and time of Subscription - and Payment - Remarks Natures of Warrants - with named certificate - term: not longer than 5 years - allotted to existing shareholders at the ratio of 10 existing shares per 1 Warrant - Exercise ratio: 1 Warrant per 1 share - In case Warrants are listed in Stock Exchange, Warrants will be transferable.In case Warrants cannot be listed, Warrants will be non- transferable, 2.2 In case there are any capital increase shares remaining after the allotment and/or any shares reserved for the conversion or exercise above,the Company will cancel all remaining securities. 3. Set the Date for Shareholders Meeting for Approval of the Capital Increase and the Allotment thereof Board of Directors has set the date of Extraordinary Meeting No. 1/2548 on 11 October 2005 at 13.30 Hours, at the Company's Main Conference Room located at 210 Sukhunvit Road, Phrakhanong Bangkok 10260,and fixed the closing date of the share register for determining the right to attend the meeting from 21 September 2005 at 12.00 Hours until the Meeting adjourn. 4. Approval of the Capital Increase and the Allotment from relevant Governmental Authorities and conditions for approval (if any) The Company must obtain approval for issuance and offering of the Convertible Debentures and/or Warrants from SEC. 5. Objectives of the Capital Increase and Utilization of the Proceeds Proceeds from the Capital Increase will be used for investment in Product Quality Improvement ("PQI"), with the total project cost around USD 250-350 million, equivalent to Baht 11,250-15,750* million. PQI is now under the bidding procedures, which is expected to be concluded and start the construction around late 2005. The construction period is around 27 -30 months. The completion is expected around the first quarter of 2008. The Company expects the proceeds around USD 150 million or around Baht 6,750* million from the capital raising above. The Company will also obtain loan facilities from domestic commercial banks for the remaining funds required, which is now under negotiation. PQI project is a project for improving the products by changing the Company's refinery from a simple refinery to a complex refinery. The complex refinery will be able to produce higher amount of value-added products (i.e. diesel and gasoline, especially the diesel). According to the feasibility study of the project by UOP LLP ("UOP") (who is an expert on refinery designing from USA), it is expected that amount of diesel produced will be increased from 34,000 Barrels per day to 55,000 Barrels per day. Note:* Assume Exchange rate of Baht 45 per USD to mitigate risk associated to Baht depreciation due to the bidding price determined in USD, expected to be finalized in Nov-Dec 2005. 6. Benefits to the Company from the Capital Increase and the Allotment thereof Capital Increase is one of the sources of funds for PQI project (as detailed in Clause 5 above). 7. Benefits to Shareholders from the Capital Increase and the Allotment thereof When PQI project is completed, the Company will be able to produce higher amount of the value-added products: i.e. diesel and gasoline, to meet with the increasing domestic demand. This will enhance the Company's profitability, which will positively affect the share value and the dividend to shareholders. 8. Other details necessary for shareholders to determine the Approval for Capital Increase and the Allotment thereof -None- 9. Schedule for Implementation in case Board of Directors approve the Capital Increase and the Allotment thereof 9.1 Date of Closing the share register for determining the right to attend the Extraordinary Meeting from 21 September 2005 at 12.00 Hours until the Meeting adjourn. 9.2 Date of Extraordinary Meeting for approving the Capital Increase and Issuance of the Warrants and Convertible Debentures. 9.3 The Company will register the Capital Increase with Ministry of Commerce within 14 days from the date of approval by the shareholders. The Company certifies that the information contained in this Report is complete and correct in all respects. .......................................... (General Tawat Ked-Unkoon) Director .......................................... (Anusorn Sangnimnuan) Director