SET Announcements

TRANSLATION 1000/207/2005 October 11, 2005 Subject : Report on the resolutions of the Extraordinary General Meeting No. 1/2005 Attention: President of The Stock Exchange of Thailand The Bangchak Petroleum Public Company Limited wishes to hereby report the resolutions of the Extraordinary General Meeting No. 1/2005, held on 11 October 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 2005. 2. The Meeting resolved to approve all sub-agenda for the investment plan of Product Quality Improvement Project. The details of such approval are as follows: 2.1 Approved for the increase of the Company's registered capital of 664,500,000 Baht from 867,143,461 Baht, by issuing new ordinary shares of 664,500,000 shares, with the par value of 1 Baht per share. As a result, the new registered capital shall be 1,531,643,461 Baht divided into 1,531,643,461 shares. The increase of registered capital will be used for the Product Quality Improvement Project and the Company's warrant issuance as be approved in agenda 4. 2.2 Approved for the amendment to Article 4 of the Company's Memorandum of Association (Registered Capital) in order to be consistent with the capital increase as be approved in agenda 2.1. The details are as follows: "Article 4 Registered capitals: 1,531,643,641 Baht (One thousand five hundred thirty one million six hundred forty three thousand six hundred and forty one Baht) Divided into 1,531,643,641 Baht (One thousand five hundred thirty one million six hundred forty three thousand six hundred and forty one shares) Value per share 1 Baht (One Baht) Divided into Ordinary shares 1,531,643,641 Baht (One thousand five hundred thirty one million six hundred forty three thousand six hundred and forty one shares) Preference shares -None- shares ( - )" 2.3 Approved for the issuance and offering of the subordinated and unsecured convertible debentures to PTT Public Company Limited in the amount of not exceeding 1,890,000,000 Baht with the tenor of not more than 10 years of which such debentures can be converted to the Company's ordinary shares pursuant to the conditions specified by the Company. The proceeds of the issuance of the convertible debentures will be used for the Product Quality Improvement Project. The Details are as specified in the Invitation to the Extraordinary General Meeting. Furthermore, the Meeting also approved that the Board of Directors and/or any person authorized by the Board shall have the authority to set and/or change the terms and conditions of the convertible debentures of the Company, i.e. offered debentures amount, offering period, offered price including any transaction relating to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand and relevant authorities. 2.4 Approved for the allotment of the newly issued shares as follows: A. To allot not exceeding 283,000,000 ordinary shares, by offering to PTT Public Company Limited and not exceeding 161,000,000 ordinary shares to specific investors and/or institutional investors, either domestic or foreign. B. To allot not exceeding 135,000,000 ordinary shares for the reservation of an exercise of the Company's convertible debentures. C. To allot not exceeding 85,500,000 ordinary shares for the reservation of an exercise of the Company's warrants as be approved in agenda 4. Furthermore, the Meeting also approved 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. However, the offering prices and the conversion price shall be between 14 and 16 Baht per share. Moreover, The Board of Directors and/or any person authorized by the Board shall have the authority to set and/or change the terms and conditions of to the issuance and offering of the shares, i.e. offered debentures amount, offering period, offered price including any transaction relating to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand and relevant authorities. 2.5 Approved for the offering of newly issued shares in the amount of not exceeding 283,000,000 shares, and 189,000 convertible debentures which can be converted to the Company's ordinary shares of not exceeding 135,000,000 shares to PTT Public Company Limited without conducting the tender offer. 2.6 Approved for the connected transaction between the Company and PTT Public Company Limited regarding the issuance and offering the newly issued shares to PTT Public Company Limited which in the amount of not exceeding 283,000,000 shares, and 189,000 convertible debentures which can be converted to the Company's ordinary shares in the amount of not exceeding 135,000,000 shares. 3.The Meeting resolved to approve the amendment of the Company's Articles of Association (The Number of Directors) by revising the number of the Company's Directors from "not more than 12 persons" to be "not more than 14 persons" so as to be consistent with the Company's investment expansion. 4.The Meeting resolved to approve the issuance and offering of the warrants for subscribing the Company's ordinary shares of not exceeding 85,500,000 units to the existing shareholders whose name appears in the register book at the closing date, which will be informed by the Board later. The approval is also for the issuance of the warrants which may or may not be listed in the SET, details of which are stated in the Invitation to the Extraordinary General Meeting. Furthermore, the Meeting also approved that the Board of Directors shall have the authority to consider the appropriateness of the listing of such Warrants in SET in case that it can be listed. In addition, the Board of Directors and/or any person authorized by the Board shall have the authority to fix the amount of the Warrants in accordance with paid up capital of the Company on the closing date, including set and/or change of the terms and conditions of the Warrants and any transaction relating to the Office of the Securities and Exchange Commission, the Securities Exchange of Thailand and relevant authority. 5.Other Business -None- Please be informed accordingly. Yours sincerely, -signed- (Patiparn Sukorndhaman) Senior Executive Vice President Accounting and Finance Office of Secretary to Board of Directors Tel: 0-2335-4584