SET Announcements

1600 / 128 / 2003 July 29, 2003 The Stock Exchange of Thailand 62, Ratchadapisek Road, Klongtoey Bangkok 10110 Subject : The Board of Directors' Resolutions for an Extraordinary Shareholders' Meeting in respect to Capital reduction, Capital Increase, and Bonds issuance Attention : President of The Stock Exchange of Thailand Attachment : Capital Increase Report Form (F53-4) The Bangchak Petroleum Public Company Limited would like to report the Board of Directors' resolutions at the meeting no. 8/2003 held on July 29, 2003 as follows: 1. Agree to propose the shareholder's meeting to approve the decrease of the Company's registered capital from 7,720,409,400 Baht to 5,220,409,400 Baht, by canceling 250,000,000 shares which have not been issued and sold,and the outstanding shares will be 522,040,940 shares, as well as, to approve the amendment to Article 4 of the Company's Memorandum of Association in order to be consistent with the capital decrease. 2. Agree to propose the shareholder's meeting to approve the transfer of reserves to compensate the accumulated loss of the Company as follows: A. Legal reserve 547,594,555 Baht and B. Share premium 2,007,950,671 Baht 3. Agree to propose the shareholder's meeting to approve the decrease of the registered capital from 5,220,409,400 Baht to 522,040,940 Baht, by reducing the par value of the shares from 10 Baht per share to 1 Baht per share, in order to compensate the accumulated loss of the Company amounting to 4,698,368,460 Baht. 4. Agree to propose the shareholder's meeting to approve the change of the par value of the shares from 10 Baht per share to 1 Baht per share, as well as, to approve the amendment to Article 4 of the Company's Memorandum of Association in order to be consistent with the capital decrease. 5. Agree to propose the shareholder's meeting to approve the increase of the Company's registered capital from 522,040,940 Baht to 1,682,040,940 Baht, by issuing 1,160,000,000 new common shares, having the par value of 1 Baht per share, as well as, to approve the amendment to Article 4 of the Company's Memorandum of Association in order to be consistent with the capital increase. 6. Agree to propose the shareholder's meeting to approve the issuance and offering of convertible debentures, secured and/or unsecured, subordinated and/or unsubordinated, total value not exceeding 4,000 million Baht or its equivalent in any other currency, with maturity term of not exceeding 10 years. The debentures can be converted to the Company's common shares pursuant to the conditions specified by the Company. The debentures will be offered to the public and/or specific investors and/or institutional investors, both in and/or outside Thailand. The offer may be made at one or several times. 7. Agree to propose the shareholder's meeting to approve the issuance and offering of warrants in the amount not exceeding 260 million units, with maturity term of not exceeding 10 years in accordance with the terms and conditions specified by the Company. The warrants will be offered to the public and/or specific investors and/or institutional investors, both in and/or outside Thailand. The offer may be made at one or several times. 8. Agree to propose the shareholder's meeting to approve the allotment of the newly issued shares as follows: A. To allot not exceeding 300 million common shares, by offering to the public and/or specific investors and/or institutional investors, both in and/or outside Thailand. B. To allot not exceeding 600 million common shares to support the exercise of right of the convertible debentures issued and offered. C. To allot not exceeding 260 million common shares to support the exercise of right of the warrants issued and offered. In case there are any shares remaining after the allocation for warrant exercise or in case the Board deems it unsuitable to issue and offer the warrants, such shares shall be offered to the public and/or specific investors and/or institutional investors, both in and/or outside Thailand. 9. Agree to propose the shareholder's meeting to approve the issuance and offering of the debentures, secured and/or unsecured, subordinated and/or unsubordinated, total value not exceeding 7,000 million Baht or its equivalent in any other currency, with maturity term of not exceeding 10 years. 10. The Extraordinary Shareholders' Meeting 1/2003 will be held on August 29, 2003 from 1.00 p.m. at the main conference room of the Company's head office, located at 210 Sukhumvit 64 Rd., Phrakanong, Bangkok. 11. The date for closing the Company's share register for the right to attend the meeting will be August 14, 2003 at 12.00 a.m. to until the meeting ends. 12. The agenda for the Extraordinary Shareholders' Meeting are as follow: 1) To consider and approve the Minutes of the Shareholders' Annual General Meeting 2003 2) To consider and approve the decrease of the Company's registered capital by canceling the shares which have not been issued and sold. 3) To consider and approve the amendment to Article 4 of the Company's Memorandum of Association in order to be consistent with the capital decrease as referred to in agenda 2 . 4) To consider and approve the Company's capital restructuring plan. In this regard, the meeting should approve all the following sub-agendas regarding the capital restructuring plan; otherwise, it will be deemed that the meeting is resolved not to approve the Company's capital restructuring plan. 4.1 To consider and approve transfer of reserves to compensate the accumulated loss of the Company. 4.2 To consider and approve the decrease of the registered capital by reducing the par value of the shares in order to compensate the accumulated loss of the Company. 4.3 To consider and approve the change of par value. 4.4 To consider and approve amendment to Article 4 of the Company's Memorandum of Association in order to be consistent with the capital decrease as referred to in Agenda 4.2 and the change of the par value as referred to in Agenda 4.3. 4.5 To consider and approve the increase of the Company's registered capital by issuing new common shares. 4.6 To consider and approve amendment to Article 4 of the Company's Memorandum of Association in order to be consistent with the capital increase as referred to in Agenda 4.5. 4.7 To consider and approve the issuance and offering of the subordinated and/or unsubordinated convertible debentures, within the amount not exceeding 4,000 million Baht. 4.8 To consider and approve the issuance and offering of the Company's warrants 4.9 To consider and approve the allotment of the newly issued shares 4.10 To consider and approve the issuance and offering of the Company's debentures at the amount of not exceeding 7,000 million Baht 5) To consider other businesses (if any) Please be informed accordingly. Yours sincerely, (Kiatchai Maitriwong) Assistant Vice President, Corporate Planning Office Corporate Planning Office Tel: 0-2335-4583