SET Announcements

1600 / 013 / 2000 March 20, 2000 The Stock Exchange of Thailand 62, Ratchadapisek Road, Klongtoey Bangkok 10110 Attention : Vice President of the Listing Department Subject : Report on the Board of Directors Resolutions. Dear sir , The Bangchak Petroleum Public Company Limited would like to Report on the Board of Directors Resolutions at the meeting #3/2000 as follow : 1. To approve the Company to issue debenture the amount of not exceeding Baht 4,000 million, subordinated debenture, unsecured and unsubordinated debentures, a term of maturity not exceeding 7 years, and approve the Manageing Director to consider the details of debentures, such as period of time for offering, a term of redamption, interest rate, method of allocation of debentures and other details and to be appropriate to the situation of financial market prevailing at the time of offering of such debentures ( this debenture is in partly of the amount of the 1998 shareholding meeting.) 2. To approve the Company to issue subordinated debenture, unsecured and unsubordinated debentures in Baht currency, a term of maturity not exceeding 10 years and/or foreign currency equivalent to the amount of not exceeding Baht 8,000 million (for this amount, in case of issuing the short-term debenture not exceeding 270 days and have redampted the issued debenture, its can issue additional the new short-term debenture) with to be offered to general public and/or as private placement and/or foreign institution investors. The offer may be made in total amount or severally in partial amount, in domestic or foreign country also. The conditions and details of debentures, such as amount, currency of issued debenture, par value, offered price per unit, interest rate, right of redemption prior to maturity, period of time for offering, method of allocation of debentures and other details will be in the discretion of the Board of Directors to set forth and change such conditions with respect to the debentures for the convenience and to be appropriate to the situation of financial market prevailing at the time of offering of such debentures 3. To propose to the Meeting to approve 3.1 To increase the registered capital of the Company from Baht 5,220,409,400, to be the total of Baht 7,720,409,400 by way of issuing new ordinary shares in the amount of 250,000,000 shares, of par value of Baht 10, with offering the increase capital of new ordinary shares to the general public. In addition, the Board of Directors or the any person entrustes by either of the former shall have the power to determine or change the details and conditions concerning the offer for sale such as the offering price, the period of the offer, the allocation and offering methods, and other details. They shall also have the power to appoint a financial advisor and underwriters and to enter into, sign, correct, and negotiate contracts, agreements and/or other documents and to contact, give information to, and file documents with the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand and/or any other agencies concerned with this general public offer of shares. 3.2 To amend Clause 4 of the Memorandum of Association of the Company to consist of the registered capital Clause 4 registered capital Baht 7220,409,400(Seven thousand two hundred and twenty million four hundred and nine thousand four hundred Baht) divided into 722,404,940 Shares (Seven hundred and twenty-two million four hundred and four thousand and nine hundred forty Baht) par value per share Baht 10 ( Ten Baht) the amount of ordinary shares 722,404,940 Shares (Seven hundred and twenty-two million four hundred and four thousand and nine hundred forty Baht) the preferred shares none shares ( - ) 4. To propose to the Meeting to approve the 2000 Annual General Shareholders Meeting on Monday April 24, 2000 at 1.00 p.m. and to consider the agenda for the meeting as follow : 1. To consider and adopt the Minutes of the Extraordinary Shareholders Meeting No.2/1999. 2. The Board of Directors to report the Company's operating performance in 1999 for acknowledgement. 3. To consider and approve the Balance Sheet and the Statement of Income for the year ended December 31, 1999 and Auditors' Report. 4. To consider and approve the appropriation of profit and the distribution of dividend from the operating result of fiscal year 1999 5. To elect new Directors to replace those who retire upon the expiration of the term of office, and to consider the remuneration of directors. 6. To consider the appointment of and fix the remuneration for the Auditor. 7. To consider and approve the Company to issue unconvertible debenture were the amount of not exceeding Baht 8,000 million 8. To consider and approve the Company to increase the registered capital of the Company 9. To consider and approve to amend the Memorandum of Association of the Company 10. To consider other business, if any. Therefore, the date for closing the Company share register for the right to attend the General Shareholders Meeting will be on April 4, 2000 at 12.00 a.m.until the meeting will finish. As for the dividend, In 1999, the Company has operating profit of 96 Million Baht, and had preferred from the foreign exchange loss and other preferred accounting, the net loss were 1,734 Million Baht. at the end of 1999, the Company still have a loss in Retained Earnings were 3,651 Million Baht. Therfore, according to the law and the Article of Association, the Company will not be able to pay any dividend this year. Yours sincerely, (Mr. Rabil Pornpatkul) Senior Manager, Corporate Planning Office Corporate Planning Office Tel : 301-2842