SET Announcements

1600 / 023 / 2547 February 10, 2004 The Stock Exchange of Thailand 62, Ratchadapisek Road, Klongtoey Bangkok 10110 Subject : The summary of the capital increase Attention : President of The Stock Exchange of Thailand As The Bangchak Petroleum Public Company Limited held its Extraordinary Shareholders' Meeting no. 1/2003 on August 29, 2003, the meeting had the resolutions concerning the capital increase as follow : 1. 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. The Board of Directors or any person authorized by the Board shall have the authority to set and/or change the details and conditions of the shares' issuance and offering, including any transaction relating to the Office of the Securities and Exchange Commission, the Securities Exchange of Thailand and any other authority involved with the shares' issuance and offering. 2. 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. The Board of Directors or any person authorized by the Board shall have the authority to set and/or change the details and conditions of the issuance, offering and allotment of the convertible debentures, including any transaction relating to the Office of the Securities and Exchange Commission, the Securities Exchange of Thailand and any other authority involved with the issuance and offering of the convertible debentures, as well as to have the said convertible debentures listed in the Securities Exchange of Thailand. 3. 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. The Board of Directors or any person authorized by the Board shall have the authority to determine the time period for the issuance and offering of the warrants, depending on the suitability of the marketing condition during that time. The Board of Directors or any person authorized by the Board shall also have the authority to set and/or change the details and conditions of the issuance and offering of the warrants, including any transaction relating to the Office of the Securities and Exchange Commission, the Securities Exchange of Thailand and any other authority involved with the issuance and offering of the warrants, as well as to have the said warrants listed in the Securities Exchange of Thailand. 4. 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. The Board of Directors or any person authorized by the Board shall have the authority to set and/or change the details and conditions of to the issuance, offering and allotment of the shares, including any transaction relating to the Office of the Securities and Exchange Commission, the Securities Exchange of Thailand and any other authority involved with the issuance and offering of the shares, as well as to have the said shares listed in the Securities Exchange of Thailand. The Company would like to inform that the process of capital increase was already completed, the actual processes of capital increase are as follow: 1. The Company increased the registered capital from 522,040,940 Baht to 1,682,040,940 Baht, which has 753,040,940 Baht of the paid-up registered capital, by issuing 231,000,000 new common shares at the par value of 1 Baht per share, to Siam DR Co., Ltd. Siam DR Co., Ltd. would issue and offer the depository receipts of benefits in common shares of BCP (CSDR) to the public and institutional investors, both in and/or outside Thailand. 2. The Company issued and offered the subordinated convertible debentures of totaling 4,000 million Baht with maturity term of 10 years to Siam DR Co., Ltd. Siam DR Co., Ltd. would issue and offer the depository receipts of benefits in convertible debenture of BCP (CDDR) to the institutional investors at one. Such CDDR can convert to BCP's common share at the conversion price of 110% of the initial offering price of CSDR 3. According to the Extraordinary Shareholder Meeting no. 1/2003, the meeting authorized the Board of Directors to set and/or change the details and conditions of the issuance offering and allotment of the warrants. So the Board did not have any resolution that allows the Company to issue and offer the warrants at this time. 4. The allotment of the newly issued shares as follows: A. To allot 231 million common shares, by offering to Siam DR Co., Ltd, which Siam DR Co., Ltd. issued and offered DR to the public and/or specific investors and/or institutional investors, both in and/or outside Thailand. B. To allot 280 million common shares to support the exercise of right of the convertible debentures issued and offered to Siam DR Co., Ltd. 5. According to the shareholders' right to swap existing shares of BCP to DR at the swap ratios of 10 common shares to 5 - 9 DRs, the remaining common shares from such securities swap are 189,617,859 shares, which the Company will propose the shareholders' meeting to approve the cancellation of such remaining shares later. 6. As the Company issued and offered 231 million common shares, and allotted 280 million common shares to support the exercise of right of the convertible debentures issued and offered, as well as, there is no warrant issued and offered, the Company's registered capital exceeded the actual share allotment. Therefore, the Company will propose the Board of Directors' meeting to consider the solution for such exceeding portion later. Please be informed accordingly. Yours sincerely, (Watcharapong Saisuk) Assistant Vice President, Corporate Planning Office Corporate Planning Office Tel: 0-2335-4583