SET Announcements

1600 /006/ 2004 January 12, 2004 Subject : Announcement to shareholders regarding rights to swap ordinary shares into Depository Receipts of BCP's Ordinary Shares No. 1/2547 and rights to subscribe the Public Offering Depository Receipts of BCP's Ordinary Shares No. 1/2547 for shareholders who complete the swap intention process Attention : President of The Stock Exchange of Thailand and The Stock Exchange of Thailand BCP is under the process of increasing paid-up capital by issuing 3,000 Million Baht ordinary shares. Such shares will be offered to public investors in form of DR, issued by Siam DR Company Limited ("Siam DR"). Besides DR's normal features of providing benefits to DR holders similar to ordinary shares, this DR has a special "Capital Protection" feature provided by the Ministry of Finance ("MOF") by guaranteeing DR selling price at its 10th anniversary at Baht 13.- per DR, which is equal to DR's initial public offering price (information of DR is provided in the Prospectus of BCP and Siam DR for Public Offering of Capital Increase Ordinary Shares in form of DR of BCP's Ordinary Shares (the "Prospectus"), posted in the website of the Office of Securities and Exchange Commission (www.sec.or.th) To provide opportunity for existing and new shareholders of BCP to receive the benefit of 10th anniversary guaranteed selling price of Baht 13.- per DR by MOF, by the Cabinet resolution dated December 16, 2003, the existing shareholders are entitled to rights to swap existing ordinary shares to DR additionally issued for this swap program as followings: 1. Rights to swap existing ordinary shares into DR The existing shareholders of BCP have the rights to swap their ordinary shares into DRs at the swap ratio of 10 ordinary shares to 9 DRs. Shareholders can exercise the swap rights at the office of Finansa Securities Limited during January 20 - 22, 2004, during the hours of 9:00 a.m. - 4:00 p.m.. MOF and PTT Public Company Limited, the major shareholders of BCP, have the rights to swap their ordinary shares into DRs at the swap ratio of 10 ordinary shares to 5 DRs. Both the shareholders have already expressed their intention to swap their shares. If the number of the DR to be received by the person having the intention as calculated from the Securities Swap Ratio results in a fraction of number of DR of less than 1 unit, such fraction will be cancelled and the DR Issuer, BCP and Securities Swap Agent shall not be responsible for any damages incurred from the cancellation of such fraction to the person having the intention. 2. Rights to subscribe the Public Offering DR for existing shareholders who complete the swap intention process The shareholders who complete the swap intention process will have rights for the allotment of the Public Offering DR at the subscription ratio of 10 ordinary shares to 4 Public Offering DR, at the initial offering price of Baht 13.- per DR. Shareholders who intend to exercise their rights will have to submit Form of Securities Swap and other required documents at the office of Finansa Securities Limited during January 26 - 27, 2004. However, MOF and PTT Public Company Limited have no rights for the allotment of the Public Offering DR above mentioned. If the number of the Public Offering DR to which the person having the intention will be allotted as calculated from the Subscription Ratio results in a fraction of number of Public Offering DR of less than 1 unit, such fraction will be cancelled and the issuer, BCP and lead underwriters shall not be responsible for any damages incurred from the cancellation of such fraction to the person having the intention who subscribes for the Public Offering DR. 3. Information of securities swap and subscription for allocated Public Offering DR - Securities Swap Agent : Finansa Securities Limited TISCO Tower 8th Floor 48/14-15 North Sathorn Road, Bangrak Bangkok 10500 Tel.0-2697-3747 or 0-2697-3766 Fax. 0-2697-3760 Contact persons. Khun Kanthip Ngamrungnirun or Khun Duangporn Raveya - Procedure to Receive Form of Intention of Securities The person having the intention can receive the documents of Information of Securities Swap and Form of Intention of Securities Swap at the office of the Securities Swap Agent or the brokers of the person having the intention on the business days during the period from January 13 - 22, 2004 during the hours of 9:00 a.m. to 4:00 p.m., except for the bank holidays, or can download such documents from the website of www.finansa.com or www.bangchak.co.th . - Securities Swap Procedure 1. The person having the intention shall complete and sign the form of Intention of Securities Swap correctly and clearly. If the person having the intention is a juristic person, the person who signs the form of Intention of Securities Swap shall be the authorized person as specified in the affidavit of the company with the company's seal (if applicable) or as specified in the power of attorney. 2. The person having the intention shall enclose the following documents: 2.1 If shares are held in certificate form, the share certificate(s) shall be endorsed by signature in blank in the column headed "signature of the transferor" on the back of each share certificate in respect of the entire number of shares intended to be swapped and enclose the duly signed documents mentioned in Clause 2.3. as the case may be. 2.2 If shares are held in scripless form as shares deposited with Thailand Securities Depository Company Limited ("TSD"), the person having the intention must contact his/her broker to transfer scripless shares into the following account: - Domestic shares intended to be swapped Account name "Finansa Securities Limited for Securities Swap" Account number 033-030002-3 or -International shares intended to be swapped Account name "Finansa Securities Limited for Securities Swap" Account number 033-930002-0 2.3 Other required documents Where the person having the intention is: Thai individual A certified copy of the Identification Card, Civil Servant Identification Card or State Enterprise Employee Card; in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her house registration is also required. Foreign individual A certified copy of his/her Alien Certificate or passport. Thai Juristic person - A copy of the affidavit issued by the Ministry of Commerce not more than 3 months prior to the last day of the Securities Swap Period certified by authorized signatory(ies) of the juristic person;and - A certified copy of the Identification Card, Civil Servant Identification Card or State Enterprise Employee Card of the authorized signatory(ies); in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her house registration is also required. In case of the authorized signatory(ies) is a foreigner, a certified copy of his/her Alien Certification or passport is required. Foreign Juristic person - A copy of the certificate of incorporation and the affidavit issued by an authorized officer of the juristic person or regulatory body of the country where the juristic person is domiciled, which certifies the name of the juristic person, the person(s) authorized to bind the juristic person, head office location and any condition to the power of such authorized person(s) to bind the juristic person (which affidavit must have been issued not more than 12 months prior to the last day of the Securities Swap Period); all such of documents must be certified by the authorized signatory(ies) of the juristic person; and a certified copy of each of the documents must be certified by the notary public in the country where the documents were prepared and then authenticated by an official of the Thai Embassy or of the Thai Consulate in the country where the documents were prepared. - A certified copy of passport of the authorized signatory(ies). Juristic person not carrying on business in Thailand - The person having the intention shall declare the cost of the securities to be swapped by completing and submitting the Form of Declaration of Securities Cost in Appendix 3 for withholding tax calculation purposes. The withholding tax will be calculated from the difference between the value of DR that the person having the intention will receive and the securities cost. If the person having the intention fails to declare the securities cost, the Securities Swap Agent will determine the amount of the withholding tax by assuming the cost of securities to be swapped of the person having the intention equal to zero. - The person having the intention shall make a payment of withholding tax, on the submission date of the Form of Intention of Securities Swap, in forms of cheque, cashier cheque or draft made out to "Finansa Securities Limited" dated the submission date of the Form of Intention of Securities Swap. Such cheque, cashier cheque or draft shall be issued only by the banks in Bangkok and the parameter where the payment can be collected within the next business day. 2.4 Where the person having the intention is represented by an authorized representative, the documents required are the power of attorney appointing the authorized representative as stated in Appendix 4 affixed with Baht 10 stamp duty and a certified copy of each of the documents set out in Clause 2.3 as the case may be. 2.5 Any other document as required by the Securities Swap Agent. - Delivery of DR It is expected that the person having the intention who has submitted the Form of Intention of Securities Swap and other required documents correctly and completely will be entitled to receive the DR on February 3, 2004. The person having the intention shall instruct one of the followings: 1.The person having the intention has a security trading account In this case, TSD will transfer the DR into the securities trading account of the person having the intention under scripless system and the person having the intention will be able to sell the DR in the Stock Exchange of Thailand immediately after the Stock Exchange of Thailand approves the trading of the DR in the Stock Exchange of Thailand. 2.The person having the intention does not have a security trading account The person having the intention will deposit the DR in Siam DR account number 600. In this case, Siam DR will deposit the DR with TSD and TSD will record the number of the DR in Siam DR account number 600 and issue an evidence to the person having the intention within 45 days from the last day of the Securities Swap Period. The person having the intention will be able to sell the DR in the Stock Exchange of Thailand after the Stock Exchange of Thailand approves the trading of the DR in the Stock Exchange of Thailand and after transferring the DR into the securities trading account that the person having the intention later opens with a broker, which will be subject to the fee specified by TSD. - Trading Date It is expected that the DR will start trading in the Stock Exchange of Thailand on February 5, 2004 (If there is any change, BCP shall inform the Stock Exchange of Thailand in advance.) Please note that the above mentioned securities swap is not mandatory. Each shareholder has a right to make his/her own decision. Shareholders who have submitted the Form of Intention of Securities Swap and other required documents shall not cancel his/her intention of the securities swap. Yours sincerely, (Watcharapong Saisuk) Assistant Vice President Corporate Planning Office Corporate Planning Office Tel: 0-2335-4583