SET Announcements

Translation Ref. 1600 / 055 / 2004 April 29, 2004 Subject : Resolutions of the 2004 General Shareholders' Meeting Attention : President of The Stock Exchange of Thailand As The Bangchak Petroleum Public Company Limited held the 2004 General Shareholders' Meeting on Thursday, April 29, 2004 at 1:30 p.m. at the Meeting Room of the Company's Head Office, 210 Sukhumvit 64 Road, Phrakanong, Bangkok. Such meeting has the resolutions as following : 1. Adopted the Minutes of the Extraordinary Shareholders' Meeting No. 1/2003, held on August 29, 2003 2. Acknowledged the report on the Company's operating performance in the year 2003. 3. Approved the Audited Balance Sheets and the Statements of Income for the Year Ended December 31, 2003. 4. Approved no profit appropriation and no dividend distribution from the operating results of the fiscal year 2003. 5. Approved the re-electing of 3 Directors who would be resigned upon the expiration of their terms of office to continue holding the position of Directors, the name lists of 3 resigned Directors are as follows: 1) Mr. Pichai Chunhavajira 2) Mr. Nipon Surapongrukchareon (Independent Director) 3) Mr. Anusorn Tamajai (Independent Director) 6. Approved the Directors' remuneration as following : 1. Monthly and Meeting Allowance 1.1 Board of Directors - Monthly Allowance 10,000 Baht/ person - Meeting Allowance 20,000 Baht/ person/ time (Only for directors who attend the meeting) 1.2 Sub-Committee appointed by the Board of Directors 1) Audit Committee - Monthly Allowance 10,000 Baht/ person - Meeting Allowance 5,000 Baht/ person/time (Only for directors who attend the meeting) 2) Nominating and Remuneration Committees - Monthly Allowance - Non - - Meeting Allowance 10,000 Baht/ person/ time (Only for directors who attend the meeting) 3) Other Sub-Committee The determination of the monthly and meeting allowance of such Sub-Committees depends on the consideration of the Board of Directors. Moreover, Chairman of the Board of Directors and Chairman of the Sub-Committee shall receive the monthly and meeting allowances higher than that of director members by 25%, while Vice Chairman of the Board of Directors shall receive the monthly and meeting allowance higher than that of director members by 12.5% 2.Bonus Bonus for the Board of Directors shall be determined and paid since the year 2004 at the rate 1.5% of net profit, but not over 9,000,000 Baht/ year for all directors. Moreover, Chairman and Vice Chairman shall receive the bonus higher than that of director members by 25% and 12.5% respectively. 7. Approved the appointment of the Company's Auditor, Mrs. Kesree Narongdej, A Certified Public Accountant, Registration Number 76, A.M.T. & Associates, and the annual remuneration for the Auditor of Baht 1,180,000. 8. Approved the capital decrease, cancellation of warrants and compensating the accumulated loss, as a consequence of Company's capital restructure. 8.1 Approved the cancellation of issuance and offering of the 260,000,000 warrants to buy new ordinary shares of the Company. 8.2 Approved the decrease of registered shares of the Company from 1,682,040,940 Baht to 1,032,761,220 Baht by cancellation of 649,279,720 shares which have not been issued. The remaining shares will be 1,032,761,220 shares as detailed below: A.Ordinary shares from capital increase of 69,000,000 shares allotted for offering to public investors and/or private investors and/or institute investors within country and/or foreign countries. B.Ordinary shares from capital increases of 320,279,720 shares allotted as a reserve for exercising convertible debentures, calculated as per the conversion ratio in the Terms and Conditions concerning rights and duties of issuer of and holders of convertible debenture. C.Ordinary shares from capital increases allotted as a reserve for exercising warrants to buy 260,000,000 shares as proposed to cancel issuance and offering in Agenda 8.1 above. 8.3 Approved the amendment to Article 4 of the Company's Memorandum of Association to reflect the decrease of registered capital in Agenda 8.2. 8.4 Approved the decrease of registered capital and paid-up capital from the registered capital of 1,032,761,220 Baht to 843,143,461 Baht and paid-up capital of 753,040,940 Baht to 563,423,181 Baht by cancellation of 189,617,759 shares held by Siam DR Co., Ltd.. This decrease will result that the number of shares held by Siam DR Co., Ltd. is equal to the number of "Depository Receipt for ordinary shares of Bangchak Petroleum Public Company Limited" issued and offered by Siam DR Co., Ltd. In this regard, Siam DR Co., Ltd., the sole shareholder of the shares to be cancelled, agrees with the Company on such capital decrease by cancellation of the shares and waive the right to the relevant paid-up money. Moreover, approved the transfer of the sum resulting from such decrease of registered capital and paid-up capital of 189,617,759 shares at 1 Baht per share amounting to 189,617,759 Baht to the book of excess capital access from decrease of registered capital and paid-up capital. 8.5 Approved the amendment to Article 4 of the Company's Memorandum of Association to reflect the capital decrease in Agenda 8.4. 8.6 Approved the transfer of the excess capital from sale of shares with the premium of 2,389,126,110 Baht to compensate the accumulated loss. After such compensation, the total accumulated loss as of the end of December 2003 of 2,389,126,110 Baht will be totally off set. 8.7 Approved the cancellation of issuance and offering of debentures of 7,000 Million Baht. 9.Approved the project for allotment of warrants for purchasing the Company's ordinary shares to directors, management and employees of the Company and Bangchak Green Net Co., Ltd. (ESOP). 9.1 Approved the issuance of not exceeding 24,000,000 warrants to directors, management, employees of the Company and Bangchak Green Net Co., Ltd. as well as the ESOP Plan Administrator pursuant to the important detail as the Board of Directors had proposed In addition, to authorize the Board or any person authorized by the Board to fix and/or modify the details and conditions concerning the offer and allotment criteria, including to take any action with respect to SEC, SET and any other relevant entities involved with the issuance and offering of warrants 9.2 Approved the Company's increase of capital by the amount of 24,000,000 Baht, from the registered capital 843,143,461 Baht to 867,143,461 Baht by issuing 24,000,000 new ordinary shares at the par value of 1 Baht per share to support the exercise of the warrants to be issued to directors, management and employees of the Company and Bangchak Greennet as well as ESOP Plan Administrator pursuant to Agenda 9.1. 9.3 Approved the amendment to Article 4 of the Company's Memorandum of Association to reflect the increase of Company's capital pursuant to Agenda 9.2. 10. Approved the amendment to Article 3 of the Company's Memorandum of Association to revise the objective no. 12 , 13 and 20 and add the objective no. 21 as follows: No.12 To do research and collect data and information concerning energy, industry, agriculture and commerce for operation of the Company or increase knowledge and expertise on academic and technology, as well as sell and/or provide services to any person; No.13 To provide consulting services and advice concerning any business and matters on industrial and commercial management as well as matters on production, marketing and techniques related to any industry as well as to conduct feasibility study, design, and issue any certificate of standard, for instance, fuel oil quality, environment, bio-sanitation, including any operation and/or any support related to energy and preservation of energy and environment; No.20 To take mortgage of properties as a security for supports of operation related to petroleum business by taking mortgage of land, buildings as well as construction and other components which the Company has supported expenses for construction of gas stations for business operators, as a security for installment of debt, or by taking mortgage of properties used in transportation of fuel oil as a security for periodic performance of transportation for transportation fees that the Company has paid in advance, as well as taking mortgage of properties as a security for payment for sold products, provide that such taking of mortgage should not be a normal business or business of credit foncier; No.21 To engage in business concerning consulting, training, providing seminar, allowing to use or lending places, telecommunication, computers and information, management and operation related to petroleum and/or petrochemical business, for instance, operation and maintenance of machinery, accessories for power plants and electric system, safety control and protection in factories, petroleum warehouses and pipe system for any product; 11.Approved the amendment to the Articles of Association of the Company no. 18, 21, 22, 28 and no. 42 as follow: No.18 The Board of Directors shall consist of not less than five but not more than eleven directors, not less than three of which shall be independent directors. Directors not less than half shall reside in Thailand. All directors shall be qualified as specified by laws. There shall be at least one director having the knowledge in accounting and finance. Any two directors can jointly sign, together with the affixed seal of the Company, to bind the Company, provided that one of such any two directors shall be Chairman or Managing Director. The Board of Directors has the authority to specify the persons authorized to sign on behalf of the Company in accordance with the Articles of Association. No.21 In addition to the retirement at the specified period, the directors shall cease to hold office in the following events: (1) Death; (2) Resignation; (3) Lack of qualification or having prohibited characteristics as specified in Section 68 of Public Company Act B.E. 2535; (4) Shareholder Meeting resolving to remove any director under Section 76 of Public Company Act B.E. 2535; or (5) Removal by court orders. No.22 The Board of Directors shall elect the Chairman from the directors. In case the Board of Directors deems appropriate, the Board of Directors may elect Vice- chairmen from the directors. The Board of Directors shall have the authority to appoint General Manager from the directors or any person, including the authority to remove the General Manager. In case the General Manager is a director, such position shall be called "Managing Director". The Managing Director shall be the ex officio Secretary to the Board of Directors. The General Manager has the authorities and obligations in respect to the management of the Company as assigned by the Board of Directors and shall manage the Company in accordance with the plan or budget approved by the Board of Directors strictly, faithfully and carefully in order to preserve the best interests of the Company and Shareholders. The authorities and obligation of the General Manager shall include the following: (1) Management of businesses and/or day-to-day operation of the Company; (2) Recruitment, appointment, removal, transfer, promotion, sanction, reduction of salary or remuneration, disciplinary sanction of officers and employees as well as removal of officers and employees in accordance with the regulations of the Board of Directors, except in case of employees in the positions ranking lower than the General Manager by 2 levels, such removal is subject to prior approval of the Board of Directors; (3) Preparation and submission of business policy of the Company as well as the plan and budget to the Board of Directors for its approval as well as submission of the progress report in accordance with the approved plan and budget in every three months; (4) Management and/or operation in accordance with the plan and budget approved by the Board of Directors. No. 28 For the interest of the Company's operation, the Board of Directors may set up one or more groups of persons or elect a person from the directors or other persons as it may deem appropriate to handle any matter of the Company. The Board of Directors shall set up the Audit Committee, consisting of at least three Audit Directors selected from the independent directors. One of Audit Directors shall have the knowledge in accounting and finance. Audit Directors shall have the qualifications as specified by the Securities and Exchange Act. Audit Directors shall examine and monitor the operation of the Company, be responsible for overseeing the financial reports, internal control system, selection of the auditor, conflict of interests and preparing monitoring reports of the Audit Committee, as well as handling any other matter required by the relevant laws and/or assigned by the Board of Directors. The Board of Directors shall set up the Nominating Committee consisting of at least three Nominating Directors selected from the directors. One of such Nominating Directors shall be selected from the independent directors. The Nominating Committee shall select nominations for new directors or General Manager. The procedures of selection shall be systematic and transparent. The Board of Directors shall set up the Remuneration Committee consisting of three Remuneration Directors selected from the directors. One of such Remuneration Directors shall be selected from the independent directors. The Remuneration Committee shall prepare guideline for determining the remuneration of the directors and General Manager. The criteria or method of determining the remuneration shall be fair and reasonable. The Board of Directors deems may set up one Committee acting as Nominating Committee and Remuneration Committee. Such Committee shall be called Nominating and Remuneration Committee. No. 42 The Company Seal shall be as affixed herein. (Company Seal) Please be informed accordingly. Yours faithfully, (Watcharapong Saisuk) Assistant Vice President, Corporate Planning Office Corporate Planning Office Tel. 0-2335-4583-4