SET Announcements

-TRANSLATION- 1000/ 029 /2009 February 19, 2009 Subject : Dividend Payment and Date for the 2009 Annual General Meeting of Shareholders (AGM) Attention : President of the Stock Exchange of Thailand The Board of Directors of the Bangchak Petroleum Public Company Limited's Meeting No. 2/2009 held on Thursday 19th February 2009, has passed the following resolutions: 1. To propose the Shareholders to approve on allocating profit from retained earnings for dividend payment at 0.50 Baht per share or approximately amounted to Baht 560 million. In this regard, the considerations for this dividend payment, under the conditions of the loan agreement, stipulate the course of action the Company shall adhere to, in order to pay out dividends. The Board of directors has set the record date on April 22, 2009, to determine the list of shareholders who are entitled to receive dividend and the shareholders' registration book-closing on April 23, 2009, to list shareholders' names on the scriptless system according to Section 225 of the Securities and Exchange Act. B.E. 2535 (Amended B.E. 2551). The Dividend payment Date is on May 7, 2009. Note - Ordinary Shareholders (BCP) paying personal income tax shall be entitled to a tax credit at 30/70 of the dividends for the received dividend in accordance with Section 47 bis of the Revenue Code. - Depository Receipt holders (BCP-DR) receive dividend through Siam DR Co. However, the dividend is not the income according to Section 40 (4) (B) of the Revenue Code. Thus, holders who receive income which is equivalent to dividend shall not be entitled to a tax credit. 2. To schedule the date for the 2009 Annual General Meeting of Shareholders on Thursday, April 9, 2009 at 13.30 hours at the main conference room of the BCP' s Head Office, 210 Sukhumvit 64, Phrakanong, Bangkok, 10260. The Board of directors has set the record date on May 5, 2009 to determine the list of shareholders who may exercise their rights and participate in the AGM and the shareholders' registration book-closing on March 6, 2009, to list shareholders' names on the scriptless system according to Section 225 of the Securities and Exchange Act. B.E. 2535 (Amended B.E. 2551). 3. To convoke the Annual General Meeting of the year 2009 with the following agendas: Agenda 1 To consider and adopt the minutes of the Annual General Meeting for the year 2008. Agenda 2 To acknowledge the Board of Directors' report on the Company's operating performance in the year 2008. Agenda 3 To consider and approve the Balance Sheets and the Statements of Income for the year ended December 31, 2008 and the Auditor's Report. Agenda 4 To consider the appropriation of profit to pay dividend Agenda 5 To consider and approve the appointment of new directors in place of those retired by rotation In this year, the retiring directors are as follows: 1) Mr. Chai-Anan Samudavanija (Independent Director) 2) Mr. Sayan Satangmongkol (Director) 3) Mr. Apisit Rujikeatkamjorn (PTT Plc.) 4) Mr. Pichai Chunhavajira (PTT Plc.) 5) Mr. Twarath Sutabutr (Ministry of Finance) The Board of Directors is of the opinion that the Shareholders should re-appoint the 3 retiring directors to perform their duties for another term as follows: 1) Mr. Chai-Anan Samudavanija (Independent Director) 2) Mr. Pichai Chunhavajira (PTT Plc.) 3) Mr. Twarath Sutabutr (Ministry of Finance) And the Board of Directors also recommends the Shareholders to appoint the following director to act as new directors of the Company in place of those retired by rotation as follows: 1) Mr. Surong Bulakul (PTT Plc.) 2) Mr. Thana Putarungsi (Independent Director) Therefore, the Board of Directors will be composed 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) Miss. Pranom Kowinwipat (Independent Director) 7) Mr. Thana Putarungsi (Independent Director) 8) Mr. Thevan Vichitakul (Ministry of Finance) 9) Mr. Twarath Sutabutr (Ministry of Finance) 10) Mr. Pichai Chunhavajira (PTT Plc.) 11) Mr. Chaivat Churitti (PTT Plc.) 12) Mr. Tevin Vongvanich (PTT Plc.) 13) Mr. Surong Bulakul (PTT Plc.) 14) Mr. Anusorn Sangnimnuan (President and Secretary to Board of Directors) Agenda 6 To consider in determination of Directors' Remuneration Propose to the Shareholders to consider in the adjustment of the current Directors' Remuneration which is the same rate approved from the 2004 Annual General Meeting of Shareholders as following: 1) Monthly Remuneration and Meeting Allowance The Board of Directors - Monthly Remuneration shall be adjusted from the current rate of 10,000 Baht/person/month to the rate of 20,000 Baht/person/month - Meeting Allowance shall be paid at the current rate of 20,000 Baht/person/time (Only for attending Directors) The Sub-Committees shall be paid at the current rate as following: 1) The Audit Committee - Monthly Remuneration 10,000 Baht/person/month - Meeting Allowance 5,000 Baht/person/time (Only for attending Directors) 2) The Nomination and Remuneration Committee - Monthly Remuneration -None- - Meeting Allowance 10,000 Baht/person/time (Only for attending Directors) 3) Other Sub-Committees The determination of the monthly remuneration and meeting allowance of other Sub-Committees, which was appointed by the Board of Directors, 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-Committees shall receive monthly remuneration and meeting allowances higher than that of director members by 25 percent, whilst the Vice Chairman of the Board of Directors shall receive monthly remuneration and meeting allowances higher than that of director members by 12.5 percent. 2) Bonus Bonus for the Board of Directors shall be adjusted from the same rate of 1.5 percent of net profit, but not over 9,000,000 Baht/year for all directors to the rate of 1.0 percent of net profit, but not over 15,000,000 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. Agenda 7 To consider the Appointment and Determination of the Remuneration for the Auditor The Board of Directors has considered proposing the appointment of the Company's Auditors, Mr. Vairoj Jindamaneepitak, Certified Public Accountants, Registration Number 3565 or Mr. Winid Silamongkol, Certified Public Accountants, Registration Number 3378 or Mr. Charoen Phosamritlert, Certified Public Accountants, Number 4068, KPMG Phoomchai Audit Limited, and the annual remuneration for the Auditor (KPMG Phoomchai Audit Limited) of not more than Baht 1,450,000. (2007 Remuneration for Auditor is Baht 1,100,000) Agenda 8 To consider and approve the amendment to the Company's Articles of Association. The Board of Directors has considered to present the shareholder meeting for consideration to amend the Company's Articles of Association in the Company's shares buyback (Treasury Stock) in order to give an authorization to the Board of Directors to make a decision to buyback shares which is not greater than 10% of the paid-up capital. Therefore, the Company's Articles of Association in Section 2, Clause 4 will be amended as follows: "Clause 4 The Company's shares are ordinary shares issued in the name of the holder. Clause 4/1 The Company may buyback its shares from the shareholders and dispose such shares within the stipulated time. If not, or if all are not disposed within the time so prescribed, the Company shall reduce paid-up capital by canceling the remainingshares held in accordance with Public Company Limited Law or all applicable regulations, rules and laws. Clause 4/2 A share buyback under Clause 4/1shall be obtained a prior approval from the general meeting of the shareholders. In the case of a share buyback not exceeding ten percent (10%) of paid-up capital, the Board of Directors shall have the power to approve such buyback without any prior approval from the general meeting of the shareholders." Agenda 9 Other Business (if any) Please be informed accordingly. Yours sincerely, -signed- (Anusorn Sangnimnuan) President Office of Secretary to Board of Directors Tel: 0-2335-4584 Fax: 0-2713-9419