SET Announcements

1600 /033/ 2004 March 19, 2004 Subject : The Board of Directors' Resolutions and the 2004 General Shareholders' Meeting Attention : President of The Stock Exchange of Thailand Attachments : 1. The information of the issuance and offering warrants to purchase the Company's ordinary shares to the Directors, Management and Employees (ESOP) 2. The 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. 3/2004 held on March 19, 2004 as follows: 1. Agreed to cancel the distribution of dividend because of the operation loss in year 2003 2. Agreed to cancel the new issuance and offering warrants of the Company 260,000,000 units 3. Agreed to decrease of the Company's registered capital from 1,682,040,940 Baht to 1,032,761,220 Baht by canceling 649,279,720 shares, which have not been issued and sold, consisting of the 69,000,000 ordinary shares offering to the public, the excess of 320,279,720 ordinary shares supporting the exercise of right of the convertible debentures calculating from the conversion ratio in accordance with the Company's right at 14.30 Baht per share and the 260,000,000 ordinary shares supporting the exercise of right of the warrants, and also to amend the Article 4 of the Company's Memorandum of Association in order to be consistent with the decrease of the registered capital 4. Agreed to decrease the Company's registered capital and paid-up capital by the decrease of 189,617,759 shares held by Siam DR Co., Ltd. and also to amend the Article 4 of the Company's Memorandum of Association in order to be consistent with the decrease of the registered capital 5. Agreed to transfer the premium on share capital of Baht 2,389,126,110 to compensate the accumulated loss of the Company 6. Agreed to cancel the issuance and offering debentures of Baht 7,000 million 7. Agreed to have the allotment of warrants to purchase the ordinary shares to the Directors, Management and Employees of the Company and the Bangchak Green Net Co., Ltd. (ESOP) as attachment 8. Agreed to increase the Company's registered capital of Baht 24,000,000 by issuing 24,000,000 new ordinary shares to support the right of ESOP and also to amend the Article 4 of the Company's Memorandum of Association in order to be consistent with the increase of the registered capital 9. Agreed to amend the Article 3 of the Company's Memorandum of Association by revising the objective 3 items and adding the objective 1 item 10. Agreed to amend the Articles of Association of the Company 11. The 2004 General Shareholders' Meeting will be held on Thursday, April 29, 2004 at 1:30 p.m. at the main conference room of the Company's head office, 210 Sukhumvit 64 Road, Phrakanong, Bangkok 12. The closing date of the Company's share register to determine the right of shareholders to attend this Meeting will be on April 8, 2004 at 12:00 p.m. until conclusion of the meeting 13. The agendas for the 2004 General Shareholders' Meeting are as follow: 1) To consider and adopt the Minutes of the Extraordinary Shareholders' Meeting No. 1/2003 2) To report on the Company's operating performance in 2003 for acknowledgment 3) To consider and approve the Balance Sheets and the Statements of Income for the year ended December 31, 2003 and the Auditor's Report 4) To consider and approve the appropriation of profit and the distribution of dividend from the operating results of the fiscal year 2003 5) To elect new Directors 6) To consider and approve the Directors' remuneration 7) To consider and approve the appointment and fix the remuneration for the Auditor 8) To consider and approve the Capital Decrease, Cancellation of Warrants and Convertible Debentures and Compensating the Accumulated Loss, as a Consequence of Company's Capital Restructure 8.1 To consider cancellation of issuance and offering of the warrants to buy new common shares of the Company 8.2 To consider decrease of registered capital of the Company by cancellation of offering the registered shares, which have not been issued. 8.3 To consider amendment to Clause 4 of Memorandum of Association of the Company to reflect the decrease of registered capital in Agenda 8.2. 8.4 To consider the decrease of registered capital and paid-up capital of the Company by cancellation of 189,617,759 shares held by Siam DR Co., Ltd. 8.5 To consider and approve amendment to Clause 4 of Memorandum of Association to reflect the capital decrease in Agenda 8.4 8.6 To consider and approve the transfer of excess capital to compensate the accumulated loss of the Company 8.7 To consider cancellation of issuance and offering of Debentures 9) To Approve the Project for Allotment of Warrants for purchasing the Company's common shares to Directors, Management and Employees of the Company and Bangchak Green Net Co., Ltd. (ESOP) 9.1 To consider and approve the issuance of warrants to directors, management and employees of the Company and Bangchak Green Net Co., Ltd. as well as the ESOP Plan Administrator 9.2 To consider and approve the Company's increase of capital by the amount of 24,000,000 Baht by issuing 24,000,000 new ordinary shares to support the exercise of the warrants to be issued to directors, management and employees of the Company and Bangchak Green Net as well as ESOP Plan Administrator pursuant to Agenda 9.1 9.3 To consider and approve the amendment to Clause 4 of the Company's Memorandum of Association to reflect the increase of Company's capital pursuant to Agenda 9.2 10) To consider and approve the amendment to the Company's objectives 11) To consider and approve the amendment to the Company's Articles of Association 12) To consider other businesses issues (if any) Please be informed accordingly of the above-mentioned agenda Yours faithfully, Watcharapong Saisuk Assistant Vice President, Corporate Planning Office Corporate Planning Office Tel: 0 -2335-4583