SET Announcements
Report on the resolutions of EGM No. 1/2009
-TRANSLATION-
1000/161/2009
September 24, 2009
Subject : Report on the resolutions of the Extraordinary General Meeting of
Shareholders No. 1/2009
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 of Shareholders No.
1/2009, held on September 24, 2009, at 13.30 hours, at the Main Conference
Room, BCP's Head Office, 210 Sukhumvit 64, Phrakanong, Bangkok, 10260, as
follows:
Agenda 1 To consider and adopt the Minutes of the 2009 Annual General
Meeting of Shareholders.
Resolution The meeting resolved that the minutes of the 2009 Annual
General Meeting of
Shareholders be approved with the following votes:
Approved 551,919,020 votes, or 100.0000%
Disapproved 0 votes, or 0.0000%
Abstained 1 votes, or 0.0000%
Agenda 2 To acknowledge the interim dividend payment.
Resolution The meeting acknowledged the allocation of profit from
retained earnings for interim dividend payment.
Agenda 3 To consider and approve the amendment to the Company's
Articles of Association.
Resolution The meeting, by more than three-fourths of the total number
of votes cast by the shareholders presented and entitled to vote, resolved to
approve the amendment of the Company's Articles of Association in Section 3,
Article 8. as follows:
"Article 8. The Shares of the Company can be transferred
without limitation except when the transfer causes the Company to have
Non-Thai Nationality holding more than 20% of total issued shares.
In case that the transfer causes the Company to have
Non-Thai Nationality holding the share more than 20% of total issued shares,
The Company shall take the following action ; reject the registration of
transferring and send the letter to the transferor about the violation of the
above Articles of Association, cancel/withdraw the share transferring, or send
the letter to the transferee about the violation of the above Articles of
Association and sell shares to Thai National(s) in order to preserve the
shareholding proportion of Non-Thai Nationality in the Company to no more than
20% of total issued shares.
In case that the Company sends the letter to the
transferee about the denial of share registration, the transferee shall not
have a voting right in the amount of shares transferred or which are forced to
disposal. The Company should restrain the dividend paid for the transferee in
the amount of shares transferred or which are forced to disposal. The
transferee shall not have the rights to claim on the Company, the Board of
Directors or any director of the Company to reimburse the interest and/or any
damage or compensation from restraining the dividend paid or limitation on
voting rights in the shareholders' meeting in any matter.
In case a Thai National shareholder has changed to a
Non-Thai Nationality or a Thai National shareholder has changed to a Non-Thai
Nationality by law, the shareholder shall send a letter to the Board of
Director at once. In case that Non- Thai National shareholder causes the
Company to have a Non-Thai Nationality holding ordinary shares of more than
20% of total issued shares, the Company shall send the letter to the
shareholder to sell the ordinary share to a Thai National in the minimum
amount so as to preserve the shareholding proportion of Non-Thai Nationality
in the Company to no more than 20% of total issued shares."
The resolution comprised the following votes:
Approved 552,544,026 votes, or 99.9983%
Disapproved 5,001 votes, or 0.0009%
Abstained 4,201 votes, or 0.0008%
However, some shareholders proposed during the Meeting
to include a clause in the Company's Articles of Association concerning the
determination of the holding proportion of any Non-Thai Nationality not
exceeding 5% of the total paid-up capital. The Meeting resolved to consider
the aforementioned amendment. With a vote of less than three-fourths
affirmative votes of the total number of votes cast by the shareholders
present, who are entitled to vote, the proposal was not approved.
Agenda 4 Other business (if any)
-None-
Please be informed accordingly.
Yours sincerely,
-signed-
(Mr. Wattana Opanon-amata)
Senior Executive Vice President
Corporate Administration and Information Technology
Office of the Secretary to Board of Directors
Tel: 0-2335-4584
Fax 0-2713-9419