SET Announcements

Important Details of the Issuance and Offering of Warrants for Purchasing the Common Shares, to Directors, Management and Employees of Bangchak Petroleum Public Company Limited and Bangchak Green Net Co., Ltd. 1. Offering Purpose To reward directors, management and employees for their hard working, and to promote and encourage those persons to dedicate their time and efforts to work with the Company effectively and continuously in the long term by creating an ownership atmosphere, which will help the Company to achieve the business goals resulting in better performance and higher profit per share . 2. Details of Warrants 2.1 Type of Warrants : Warrants to purchase the newly issued common shares in the Company. Warrants are not transferable, except for transfer to their heirs and "ESOP Plan Administrator" (Administrator) or transfer by the Administrator to directors, management and employees of the Company and Bangchak Green Net Co.,Ltd. (Bangchak Green Net) according to the same criteria of this allotment. 2.2 Amount : Not exceeding 24,000,000 Warrants, equivalent to 4.3 percent of the Company's total issued shares 2.3 Offering Price : 0 Baht 2.4 Period : Not exceeding 5 years from the issuance date and pursuant to conditions specified by the Company 2.5 Allotment : - To directors, management, and employees of the Company and Bangchak Green Net and Administrator within 1 year after the date of approval by SEC - To directors in the amount of 2,000,000 Warrants, which the Board of Directors or its authorized persons will specify the allotted amounts for each director of the Company and Bangchak Green Net. Directors eligible for the allotment are as as follows: 1. General Thawat Ked-Unkoon 230,000 units 2. Mr. Chai-Anan Samuddavanija 190,000 units 3. Mr. Anusorn Tamajai 190,000 units 4. Mr. Pichai Chunhavachira 170,000 units 5. Mr. Virat Iamuayut 170,000 units 6. Mr. Nipon Surapongrukcharoen 170,000 units 7. Mr. Songpope Polachan 170,000 units 8. Mr. Boonsak chiempricha 170,000 units 9. Mr. Apisit Rujikeatkamjorn 170,000 units 10. Mr. Sayan Satangmongkol 170,000 units 11. Mr. Meechai Veeravaithaya 100,000 units 12. Mr. Somkiat Tatritorn 100,000 units - To management and employees of the Company and Bangchak Green Net in the amount of 22,00,000 Warrants, based on positions, working period, salary, working record, past performance and potential. - To Administrator appointed by the Board of Directors, in the amount equal to the balance of Warrants remaining after allotment to all directors, management and employees of the Company and its subsidiary, including the Warrants transferred by directors, management or employees who are not eligible to exercise such warrants. Administrator may allot such warrants to directors, management and employees of the Company and Bangchak Green Net on the same criteria of this allotment 2.6 Exercise Ratio : Warrant holders shall have the right to purchase the Company's common shares at the ratio of 1 Warrant per 1 share, unless changed according to Conditions for Change of Exercise Right. 2.7 Time of Exercise : Part 1: 10,800,000 Warrants (equivalent to 45 percent of all allotted Warrants), may be exercised when: (1) the first anniversary of Warrant issuance, and (2) after such first anniversary, the closing prices per unit of "Depository Receipt for common shares of Bangchak Petroleum Public Company Limited" ("BCP-DR") or common shares, if there is no BCP-DR, were equal to or higher than 21 Baht for five consecutive days Part 2: 6,000,000 Warrants (equivalent to 25 percent of all allotted Warrants), may be exercised when : (1) the second anniversary of the Warrant issuance, and (2) after the second anniversary, the closing prices per unit of BCP- DR or common shares, if there is no BCP-DR, were equal to or higher than 23 Baht for five consecutive days Part 3: 7,200,000 Warrants (equivalent to 30 percent of allotted Warrants) may be exercised when : (1) the third anniversary of the Warrant issuance, and (2) after the third anniversary, the closing price per unit of BCP-DR or common shares, if there is no BCP-DR, were equal to or higher than 25 Baht for five consecutive days 2.8 Exercise Price : 5 Baht per share, unless changed according to Conditions for Change of Exercise Right 2.9 Conditions for : Exercise Price and/or Exercise Ratio may be changed, Change of Exercise during the Period of the Warrants, without effect to the Right interest of the Warrant holders, according to the details and conditions to be determined by Board of Directors or persons authorized by the Board. 2.10 Shares to be : Not exceeding 24,000,000 shares to be issued for exercise of Warrants 2.11 Exercise Conditions: (1) Warrants shall be exercised only by persons who are directors, management or employees of the Company or Bangchak Green Net on the date of exercise. (2) If any allotted directors, management or employees are passed away, disabled, legally incapable, resign upon the expiration of his term or employment, retired, dismissed and then not qualified as stated in (1), such persons can exercise the rights only for the Warrants that met their own anniversary and Warrants that will meet their own anniversary at the next anniversary according to Clause 2.7. Such Warrants can be exercised only when all conditions under Clause 2.7 are fulfilled and can exercise within the exercise period. Other Warrants shall be transferred to Administrator, (3) If any allotted directors, management or employees resigned and then not qualified as stated in (1), such persons shall transfer all Warrants to Administrator, except for the Warrants that met their own anniversary, provided that such Warrants shall be exercised within 6 months after the resignation and only when all conditions under 2.7 are fulfilled. (4) If any allotted directors, management or employees resigned under Early Retirement Program of the Company and then not qualified as stated in (1), such persons can exercise the rights only for the Warrants that met their own anniversary and Warrants that will meet their own anniversary at the next anniversary according to Clause 2.7, provided that all of such Warrants shall be exercised within 12 months after such next anniversary and only when all conditions under Clause 2.7 are met. Other Warrants shall be transferred to the Administrator. (5) If any allotted directors, management or employees are penalized by dismissal and then not qualified as stated in (1), such persons shall transfer all Warrants, either matured or not, to the Administrator. (6) If any allotted persons in (1) become disabled, legally incapable or passed away or in any other cases prescribed by Board of Directors or Managing Director, such persons or curator or guardian or heir may exercise the Warrants on behalf of the above directors, management or employees according to the above conditions. (7) The Administrator can exercise the Warrants only on the Warrants that are allotted by the Company to him in his capacity of director, management or employee of the Company and Bangchak Green Net. (8) To exercise the Warrants, the Warrant holders can exercise the right to buy all or some common shares in the multiplying amount of the unit lot of the Stock Exchange of Thailand. 2.12 Date of Issuance : After the Warrants offering has been approved by SEC and Offering and to be determined by Board of Directors or its authorized persons. 2.13 Effects on : If all Warrants are exercised, the shareholding ratio of the Shareholders existing shareholders will be diluted not exceeding 5 percent of all issued shares as of the date applying SEC. The degree of effects will be based on amounts of Warrants which have been exercised. However, the directors and employees may be benefited only when the shareholders are already benefited from the higher share prices according to the exercising conditions specified by the Company. 2.14 Rights of objection : Warrant Offering to directors, management and employees by Shareholders of the Company and its subsidiary is subject to the resolution of the shareholders with votes not less than 3 of 4 of all shares attending the meeting and eligible to vote. There should be no objection from shareholders holding more than 10% of shares attending the meeting.