SET Announcements

-Translation- 1000/128/2009 August 14, 2009 Subject: Interim Dividend Payment and Date for the Extraordinary General Meeting of Shareholders No.1/2009 (EGM) Attention: President of the Stock Exchange of Thailand The Board of Directors of the Bangchak Petroleum Public Company Limited's Meeting No. 8/2009 held on Friday 14th August 2009, has passed the following resolutions: 1. Approved on allocation profit from retained earning for interim dividend payment for Shareholders of the Company at Baht 1.00 per share, which include the dividend payment to Shareholders of ordinary share (BCP) and the equivalent dividend payment through Siam DR Co., Ltd. to the holders of Depository Receipt of BCP (BCP-DR1), or approximately amount to Baht 1,170 Million. The Board of directors has set the date on August 28, 2009 to determine the list of shareholders who are entitled to receive the dividend and to list of shareholders names according to Section 225 of the Securities and Exchange Act. B.E. 2535 (Amended B.E.2551) by closing the shareholders' registration book on August 31, 2009. The Dividend Payment Date is September 7, 2009 Note: - Ordinary Shareholders (BCP) paying personal income tax shall be entitled to a tax credit in according with Section 47 bis of the Revenue Code as follows Dividends in amount of Baht 0.52 per share shall be entitled to a tax credit at 30/70 of the dividend Dividends in amount of Baht 0.19 per share shall be entitled to a tax credit at 25/75 of the dividend Dividends in amount of Baht 0.29 per share shall be entitled to tax credit at 0 - Depository Receipt holders (BCP-DR1) receive the equivalent dividend through Siam Dr Co., Ltd. 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. Propose the Shareholder's meeting to approve the amendment of the Articles of Association of the Company Section 3 Article 8: Transferring share on the facts and reasons as follows: Presently, the Articles of Association of the Company determine that the shareholders who are Non-Thai Nationality shall hold shares of the Company not exceeding to 10% of total paid up capital. As of April 23, 2009, the Company has holders of securities as follows: 1) Shareholders who are Non-Thai Nationality hold ordinary shares of the Company in amount of 31,408,398 shares or equivalent to 2.81% of the total paid-up capital. 2) Shareholders holding through Non-Voting Depository Receipt (NVDR) hold in amount of 75,840,660 shares or equivalent to 6.78% of total paid-up capital. 3) Depository Receipts holders (BCP-DR1) who are Non-Thai Nationality hold in amount of 160,262,030 shares or equivalent to 14.32% of total paid-up capital. 4) Convertible Debenture holders who are Non-Thai Nationality hold in amount of approximately 172,498 units. If this amount of Convertible Debenture is fully converted, it is equivalent to approximately 120,627,972 ordinary shares or equivalent to 9.73% of total paid up capital after conversion (1,239,760,022 shares). However, as of June 30, 2009 Convertible Debenture holders, who are Non-Thai Nationality in amount of 72,498 units, converted this Convertible Debenture to ordinary shares of the Company in amount of 50,697,902 shares. As a result the amount of Convertible Debenture holding by Non-Thai Nationality is 100,000 units. If the holders in number 2-4 (as of April 23, 2009 which has a complete set of shareholders information) had converted to ordinary shares as a whole, the shareholders who are Non-Thai Nationality would have hold the ordinary share of the Company in amount of approximately 388,139,060 shares or equivalent to 31.31% of total paid-up capital after conversion (1,239,760,022 shares). From the Articles of Association of the Company, it would result that the shareholders, who are Non-Thai Nationality and converts their securities to ordinary shares in amount exceeding to 10% of total paid-up capital, will receive NVDR. If those shareholders who are Non-Thai Nationality have a limitation on holding NVDR, they shall sell the shares in the SET. As a result, the price of ordinary shares of the Company would be affected. Besides when comparing with the listed companies in the SET which operate as an oil refinery plant determining the proportion of Non-Thai Nationality not exceeding to 37% to 100% of the total paid-up capital, the Company has the lowest determined percentage of Non-Thai Nationality holding. As a result the ordinary shares of the Company may not be interested by foreign investors and it may cause the less liquidity on share trading. To be consistent with the current proportion of Non-Thai Nationality, it would be appropriate to propose the shareholders' meeting in order to approve the amendment of the Articles of Association of the Company in Section 3 Article 8: Transferring share as follows: Current Articles of Association Proposed amendment of Articles of Association "Article 8. The Shares of the Company can "Article 8. The Shares of the be transferred Company can be transferred without limitation except when the transfer without limitation except when causes the the transfer causes the Company to have Non-Thai Nationality holding Company to have Non-Thai more than Nationality holding more than 10% of total issued shares. 20% of total issued shares. In case that the transfer causes the Company In case that the transfer to have causes the Company to have Non-Thai Nationality holding the share more Non-Thai Nationality holding than 10% of the share more than 20% of total issued shares,The Company shall take the total issued shares, The Company shall take the following action ; reject the registration following action ; reject the of transferring registration of transferring and send the letter to the transferor about and send the letter to the the violation of transferor about the violation of the above Articles of Association, the above Articles of cancel/withdraw the Association,cancel/withdraw the share transferring, or send the letter to share transferring, or send the the transferor letter to the transferor about the violation of the above Articles about the violation of the of of Association above Articles of Association and sell shares to Thai National(s) in order and sell shares to Thai to preserve National(s) in order to preserve the shareholding proportion of Non-Thai the shareholding proportion of Company to no more than 10 % of total issued Company to no more than 20 % of shares. total issued shares. In case that the Company sends the letter In case that the Company to the sends the letter to the transferee about the denial of share transferee about the denial registration, the of share registration, the transferee shall not have a voting right in transferee shall not have the amount of a voting right in the amount of shares transferred or which are forced to shares transferred or which are disposal. The forced to disposal. The Company should restrain the dividend paid Company should restrain the for the dividend paid for the transferee in the amount of shares transferred transferee in the amount of or which shares transferred or which are forced to disposal. The transferee shall are forced to disposal. The not have the transferee shall not have the rights to claim on the Company, the Board of rights to claim on the Company, Directors or the Board of Directors or any director of the Company to reimburse any director of the Company to the interest reimburse the interest and/or any damage or compensation from and/or any damage or restraining the compensation from restraining the dividend paid or limitation on voting rights dividend paid or limitation in the on voting rights in the shareholders' meeting in any matter. shareholders' meeting in any matter. In case a Thai National shareholder has In case a Thai National changed to a shareholder has changed to a Non-Thai Nationality or a Thai National Non-Thai Nationality or a Thai shareholder has National shareholder has changed to a Non-Thai Nationality by law,the changed to a Non-Thai Nationality by law, the shareholder shall send a letter to the Board shareholder shall send a letter of Director at to the Board of Director at once. In case that Non- Thai National once. In case that Non- Thai shareholder National shareholder causes the Company to have a Non-Thai causes the Company to have Nationality a Non-Thai Nationality holding ordinary shares of more than 10% of holding ordinary shares of more total issued than 20% of total issued shares, the Company shall send the letter shares, the Company shall send to the the letter to the shareholder to sell the ordinary share to shareholder to sell the a Thai National ordinary share to a Thai National in the minimum amount so as to preserve the in the minimum amount so as to preserve the shareholding proportion of Non-Thai shareholding proportion Nationality in the of Non-Thai Nationality in the Company to no more than 10 % of total Company to no more than 20 % issued shares. of total issued shares. 3. Schedule the date for the Extraordinary General Meeting of Shareholders No. 1/2009 on Thursday, September 24, 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 up the date for determining the list of shareholders who may attend the EGM and exercise their rights on August 28, 2009 and to list shareholders' names according to Section 225 of the Securities and Exchange Act. B.E. 2535 (Amended. B.E. 2551) by closing the shareholders' registration book on August 31, 2009. 4. Convoke the Extraordinary General Meeting No 1/2009 with the following agenda: Agenda 1: To consider and certify the minutes of the Annual General Meeting for the year 2009. Agenda 2: To acknowledge the interim dividend payment. Agenda 3: To consider and approve an amendment of the Articles of Association. Agenda 4: Other business (if any) Please be informed accordingly. Yours sincerely, -Signed- (Mr. Anusorn Sangnimnuan) President Office of Secretary to Board of Directors Tel: 0-2335-4584 Fax: 0-2713-9419