SET Announcements

-TRANSLATION- 1000/029/2010 February 19, 2010 Subject : Dividend Payment and Date for the 2010 Annual General Meeting of Shareholders (AGM) Attention : President of the Stock Exchange of Thailand At its meeting No. 2/2010 held on Friday, February 19, 2010, The Board of Directors of the Bangchak Petroleum Public Company Limited passed the following resolutions: 1. Approved the dividend payment -for the second-half-year operations of 2009 at the rate of 0.80 Baht per share, amounting to approximately 936 million Baht. The total 2009 dividend - will be 1 Baht per share from retained earning profit including the interim dividend for the first-half-year operations of 2009, amounting to approximately 1,170 million Baht (The interim dividend was paid on September 7, 2009); therefore, in 2009, the dividend payment will be equivalent to 1.80 Baht per share, amounting to approximately 2,106 million Baht. The Board of Directors had determined the date to list shareholders who are entitled to receive dividend on March 8, 2010, and 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 March 9, 2010. The dividend payment date is on April 22, 2010. 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-DR1) receive the equivalent dividend through Siam DR Co., Ltd. However, the dividend is income according to Section 40 (4) (a) of the Revenue Code. Thus, holders who receive income which is equivalent to the dividend shall not be entitled to a tax credit. - The entitlement to receive the dividend is uncertain because it has yet to be approved by the shareholders. 2. Schedule the date for the 2010 Annual General Meeting of Shareholders on Thursday, April 8, 2010 at 13.30 hours at the main conference room of the Bangchak refinery, 210 Sukhumvit 64, Phrakanong, Bangkok, 10260. The date to determine the list of shareholders who have the right to attend the AGM is March 8, 2010 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 March 9, 2010. 3. Set the agenda for the 2010 Annual General Meeting of Shareholders agendas follows. Agenda 1 To consider and certify the minutes of the Extraordinary General Meeting of Shareholders No.1/2009. Agenda 2 To acknowledge the Board of Directors report on 2009 performance statement. Agenda 3 To consider and approve the Balance Sheets and the Statements of Income for the year, ending December 31, 2009 and the Auditor report. Agenda 4 To approve on allocation profit for dividend payment. Agenda 5 To approve the appointment of new directors in replacement of those who are due to retire by rotation. In this year, the five retired directors are: 1) General Tawat Ked-Unkoon (Independent Director) 2) Mr. Anusorn Tamajai (Independent Director) 3) Mr. Nipon Surapongrukchareon (Independent Director) 4) Mr. Chaivat Churitti (PTT Plc.) 5) Mr. Tevin Vongvanich (PTT Plc.) The Board of Directors is of the opinion that the Shareholders should re-appoint 1 director to perform their duties for another term as follows: 1) Mr. Anusorn Tamajai (Independent Director) Additionally, the Board of Directors also recommends the Shareholders to appoint the following four directors to act as new directors in place of those retired by rotation: 1) Mr. Sukrit Surabotsophon (PTT Plc.) 2) Mr. Sarakorn Kulatham (PTT Plc.) 3) Mr. Surin Jirawisit (Independent Director) 4) Mr. Issara Chotibulakarn (Independent Director) Therefore, the Board of Directors will be composed of 1) Mr. Chai-Anan Samudavanija (Independent Director) 2) Mr. Anusorn Tamajai (Independent Director) 3) Mr. Wirat Iam-Ua-Yut (Independent Director) 4) Ms. Pranom Kowinwipat (Independent Director) 5) Mr. Thana Putarungsi (Independent Director) 6) Mr. Surin Jirawisit (Independent Director) 7) Mr. Issara Chotibulakarn (Independent Director) 8) Mr. Krairit Nilkuha (Ministry of Finance) 9) Ms. Supa Piyajitti (Ministry of Finance) 10) Mr. Pichai Chunhavajira (PTT Plc.) 11) Mr. Nuttachat Charuchinda (PTT Plc.) 12) Mr. Sukrit Surabotsophon (PTT Plc.) 13) Mr. Sarakorn Kulatham (PTT Plc.) 14) Mr. Anusorn Sangnimnuan (President and Secretaryto the Board of Directors) Agenda 6 To consider the directors' remuneration Propose to the Shareholders to consider the 2010 directors' remuneration as following: 1) Monthly Remuneration and Meeting Allowance (same as 2009) The Board of Directors - Monthly Remuneration 20,000 Baht/person/month - Meeting Allowance 20,000 Baht/person/time (Only for attending directors) The Sub-Committees 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, appointed by the Board of Directors, depends on the consideration of the Board of Directors as to the appropriateness and relevance of their responsibilities. The Chairman of the Board of Directors and the Chairman of the Sub-Committees shall receive monthly remuneration and meeting allowances higher than those of members by 25 percent, whilst the Vice Chairman of the Board of Directors shall receive monthly remuneration and meeting allowances higher than those of members by 12.5 percent respectively. 2) Bonus Bonus for the Board of Directors shall be adjusted from the same rate of 1 percent of net profit, but not over 15,000,000 Baht/year for all directors to the rate of 1.0 percent of net profit, but not over 20,000,000 Baht/year for all directors. Moreover, the Chairman and Vice Chairman shall receive the bonus higher than those of members by 25 percent and 12.5 percent respectively. Agenda 7 To consider the Appointment and Determination of the fee 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 2010 fee for the Auditor (KPMG Phoomchai Audit Limited) is Baht 1,515,000. Agenda 8 To consider and approve the amendment to the Company's Articles of Association. Propose to the shareholders to approve the amendment of the Articles of Association of the Company in accordance with the policy of the Ministry of Finance concerning the proportion of individuals with Non- Thai Nationality holding shares not exceeding 5 percent of the total paid-up capital in order to prevent possible takeover by a Non-Thai National. Additionally, for the purpose of the liquidity on share trading and the protection of shareholders' interest, it would be appropriate to amend the Non-Thai holding proportion from 20 to 25 of total issued shares. Therefore, the amendment of the Articles of Association of the Company in Section 3 Article 8: Transferring share as follows: Current Article of Association Article 8. The Shares of the Company can be transferred without limitation except when the transfer causes the Company to have individual with Non-Thai Nationality holding more than 20% of total issued shares. In the case that the transfer causes the Company to have individuals with Non-Thai Nationality holding more than 20% of total issued shares, the Company shall take the following action ; reject the registration of transfer 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 transferor about the violation of the above Articles of Association and sell shares to Thai National(s) in order to preserve the shareholding proportion of individual with Non-Thai Nationality in the Company to no more than 20% of total issued shares. In the 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 dispose. The Company shall restrain the dividend paid for the transferee in the amount of shares transferred or which are forced to dispose. The transferee shall not have the rights to claim 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 the case that a Thai National shareholder has changed to a Non- Thai National 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 -Non-Thai Nationalities 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. Proposed Amendment of Current Article of Association Article 8. The Shares of the Company can be transferred without limitation except when the transfer causes the Company to have individual with Non-Thai Nationality holding more than 25% of total issued shares or there is Non-Thai Nationalities holding shares more than 5% of the total paid-up capital. In the case that the transfer causes the Company to have individual with Non-Thai Nationality holding more than the aforementioned proportion, the Company shall take the following action ; reject the registration of transfer and send the letter to the transferor about the violation of the above Articles of Association, cancel/withdraw the share transfer, or send the letter to the transferor about the violation of the above Articles of Association and sell shares to Thai National(s) in order to preserve the shareholding proportion of individual with Non- Thai Nationality in the Company to no more than the aforementioned proportion. In the 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 dispose. The Company shall restrain the dividend paid for the transferee in the amount of shares transferred or which are forced to dispose. The transferee shall not have the rights to claim 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 the case that a Thai National shareholder has changed to a Non- Thai National 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 Non-Thai Nationalities holding ordinary shares of more than the aforementioned proportion, 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 the aforementioned proportion. In the case that any individual with Non-Thai Nationality hold shares greater than 5% of the total paid-up capital, prior to the date that shareholders meeting resolve this amendment of the Company's Articles of Association, the paid individual can continue hold the aforementioned proportion share; but, unable to increase his/her holding proportion except in the case that the aforementioned Non- Thai holding proportion decreases to lower than 5% of total issued shares and future possessions shall not affect the shareholding proportion to be more than 5% of total issued shares. Therefore, the aforementioned "individuals" means a natural person and a juristic person. Agenda 9 To consider and approve the amendment to the Company's Memorandum of Association Article 3 (The Company's Objective) Propose to the shareholders to approve the amendment to the Company's Memorandum of Association Article 3 (The Company's Objective) for developing new businesses related and unrelated to the Company's current business and which are not contrary to the Company's objectives. The amendment of the Company's Memorandum of Association in Article (1), (3) and (13) are as follows: Current Memorandum of Association (1) deal in petroleum business which term includes prospecting, developing, producing, procuring, refining, processing, reserving, custodying, importing, exporting, transporting, buying, selling, and distributing petroleum which term includes crude oil (including all kinds of natural crude mineral oil, asphalt, ozokerite, hydrocarbon, bitumen, irrespective whether in solid, viscous or liquid form), natural gas (including hydrocarbon in all forms of gas irrespective whether in humid or dry form produced from oil pits or gas pits and also including residual gas out of separation of liquefied hydrocarbon or any by-product substance from this kind of humid gas), liquefied natural gas (including liquefied hydrocarbon or hydrocarbon having high level of steam pressure simultaneously produced along with natural gas or derived from separation of natural gas), by-products (including helium, carbon-dioxide, sulphur, or any other substances derived out of petroleum production), other hydrocarbon components arising naturally and in the state of independence irrespective whether it be in solid, viscous, or liquid or gas form and various heavy hydrocarbon that may be brought about from direct sources by virtue of heat or chemical process, to the inclusion of coal, fossil or any other type of rock capable of being refined in order to separate oil by virtue of heat or chemical process, including chemical products; deal in chemical petroleum industry. Proposed Memorandum of Association (1) deal in petroleum business which term includes prospecting, developing, producing, procuring, refining, processing, reserving, custodying, importing, exporting, transporting, buying, selling, and distributing petroleum which term includes crude oil (including all kinds of natural crude mineral oil, asphalt, ozokerite, hydrocarbon, bitumen, irrespective whether in solid, viscous or liquid form), natural gas (including hydrocarbon in all forms of gas irrespective whether in humid or dry form produced from oil pits or gas pits and also including residual gas out of separation of liquefied hydrocarbon or any by-product substance from this kind of humid gas), liquefied natural gas (including liquefied hydrocarbon or hydrocarbon having high level of steam pressure simultaneously produced along with natural gas or derived from separation of natural gas), by-products (including helium, carbon-dioxide, sulphur, or any other substances derived out of petroleum production), other hydrocarbon components arising naturally and in the state of independence irrespective whether it be in solid, viscous, or liquid or gas form and various heavy hydrocarbon that may be brought about from direct sources by virtue of heat or chemical process, to the inclusion of coal, fossil or any other type of rock capable of being refined in order to separate oil by virtue of heat or chemical process, including chemical products; deal in chemical petroleum industry and petro-chemical industry and related industries applying petro-chemical products as raw material and other petro-chemical by-products. Current Memorandum of Association (3) deal in business, buy, procure, by whatever means, all types of goods or assets, or sell, distribute by whatever means, all types of goods or assets, employ others or be employed to undertake any business relating to, in connection with, similar to, or beneficial to carrying out business according to (1) and/or (2) Proposed Memorandum of Association (3) deal in, procure, by whatever means, produce, custody, transport, trade or dispose of, of whatever means, import into and export out of the Kingdom, including providing logistic support to any other concerns, all types of goods or assets, including any other types of chattels capable of being traded, for example, carbon credit, etc.; employ others or be employed to undertake any business relating to, in connection with, similar to, or beneficial to carrying out business according to the objects of the company, e.g. a. all types of electricity businesses, e.g. thermal electricity plants, co-generation plant, solar-power electricity plants, hydro-power electricity plants, nuclear-power electricity plants, and all other types of electricity plants, including production, procurement, distribution, and sale of electricity or controlling of electrical systems; b. supplying, producing, custodying, transporting, trading or distributing energy, energy-related businesses including energy substitute businesses and logistic support to all types of energy businesses in all forms, namely, bio-diesel, ethanol, methanol, energy from plants, from animals, solar energy, wind energy, wave energy, hydrogen energy, nuclear energy, bio-gas energy, geothermal energy, including but not limited to by-products of aforementioned energy. c. mining, rock, gravel, sand, soil, as well as all industries, purchasing, distributing minerals, rock, gravel, soil and products derived there from as well as other resources. d. producing raw materials, chemical substances, chemical supplies, and all types of chemical products from minerals, natural substances, natural resources, substances to enhance efficiency, catalyst elements, or other chemical substances through various processes to arrive at new products, substances, chemical products, pharmaceutical products, irrespective whether such products be in finished or semi- finished forms or by-products with all such products capable of being utilized as raw material for industries, handicrafts, commerce, agriculture or in any other fields. e. producing and trading agricultural produce including engaging in forestry, e.g. wood trading, forestation and activities associated with interest out of forestry business; engaging in rice farming, salt-field, agricultural plantation, rubber plantation, palm-oil plantation, tapioca flour, and other plants; producing finished or semi-finished products therefrom; agricultural produce processing, as well as all businesses associated with interest out of such activities; or supporting undertaking of businesses pursuant to the objects of the company including trading in agricultural produce futures, derivatives or consumables. f. industries related to food, pharmaceuticals, medication, pharmaceutical products, medical equipment, scientific equipment and tools, fertilizer, herbicide, plant maintenance products and animal health products; g. plants producing oil extracted from plants or animals; paper producing plants, distillery, sugar plants, plastic utensils plants and other kinds of plant for the benefit of or in support of the objects of the company; h. dealing in wholesaling and retailing of all types of consumables, agricultural produce, industrial products ; and engage in providing all types of services; i. dealing in designing, producing, providing audio-visual equipment services, e.g. multi-vision slides, still slides, motion picture and sound recording, negative film processing; (more)