ข่าวแจ้งตลาดหลักทรัพย์

TRANSLATION 1000/075/2005 April 1, 2005 Subject :Report on the Board of Directors' resolutions (Additional) - Disagree to Distribute Dividend Attention : President of The Stock Exchange of Thailand The Board of Directors Meeting of The Bangchak Petroleum Public Company Limited No. 4/2005 held on 1st April 2005, from 11.30 hours,at conference room No.421, Building 4 2nd Floor, BCP's Head Office, 210 Sukhumvit 64 Phrakanong Bangkok, 10260, has passed the following resolutions: "To consider and recommend to the Annual General Meeting in approving the Appropriation of Profit and the Distribution of Dividend from the operating results of the fiscal year 2004." The Board of Directors unanimously passed the following resolutions: - Agreed to approve the Appropriation of Profit of the Year 2004 in the amount of Baht 86,714,346 as a legal reserve. - Agreed to disapprove in the Distribution of Dividend from the operating results of the fiscal year 2004, because the Company has to reserve cash for investing in the Product Quality Improvement Project, which is currently under the process of basic engineering design so as to ready to bid for the EPC contractor. After the final price of the project can be exactly determined, the Company may reconsider on the issue of Dividend distribution. Therefore, the Annual General Meeting for the year 2005 on Friday April 29, 2005 at 13.30 hours at the Meeting Room of the BCP' Head Office, 210 Sukhumvit 64 Phrakanong Bangkok, 10260 and the agenda will be as follows: Agenda 1 To consider and adopt the Minutes of the Annual General Meeting of the year 2004. Agenda 2 To acknowledge the report on the Company's operating performance in the year 2004. Agenda 3 To consider and approve the Balance Sheets and the Statements of Income for the Year Ended December 31, 2004 and the Auditor's Report. Agenda 4 To consider and approve the appropriation of profit and the Distribution of Dividend from the operating results of the fiscal year 2004. Agenda 5 To consider and approve on the appointment of the Directors,the number of the Board of Directors, and the remuneration of the Board of Directors 5.1 To consider and approve the appointment of new directors in place of those retired by rotation. The Board of Directors is of the opinion that the Shareholders should re-appoint the retired Directors to perform their duties for another term. The retired Directors are as follows: 1) General Tawat Ked-Unkoon (Independent Director) 2) Mr. Wirat Iam-Ua-Yut (Independent Director) 3) Miss Chularat Sutheethorn 5.2 To consider and approve the number of the Board of Directors and the appointment of new director.The Board of Directors recommended the Shareholders to appoint Mr. Anusorn Sangnimnuan to act as a Director of the Company. Therefore, the Board of Directors will consist of 1) General Tawat Ked-Unkoon (Independent Director) 2) Mr. Chai-Anan Samudavanija (Independent Director) 3) Mr. Anusorn Tamajai (Independent Director) 4) Mr. Nipon Surapongrukchareon (Independent Director) 5) Mr. Wirat Iam-Ua-Yut (Independent Director) 6) Mr. Songpope Polachan 7) Mr. Apisit Rujikeatkamjorn 8) Mr. Pichai Chunhavajira 9) Mr. Sayan Satangmongkol (Director) 10) Miss Chularat Sutheethorn 11) Mr. Anusorn Sangnimnuan (President) 5.3 To consider in fixing Directors'Remuneration. The Board of Directors recommended to the Shareholders that the remuneration shall be fixed in the same rate as that of the last year as following: * The Board of Directors shall receive - Monthly Allowance 10,000 Baht/person - Meeting Allowance 20,000 Baht/person/time (Only for attending Directors) * The Sub-Committee appointed by the Board of Directors consisting of 1) The Audit Committee shall receive - Monthly Allowance 10,000 Baht/person - Meeting Allowance 5,000 Baht/person/time (Only for attending Directors) 2) The Nominating and Remuneration Committee shall receive - Monthly Allowance -None- - Meeting Allowance 10,000 Baht/person/time (Only for attending Directors) 3) Other Sub-Committee The determination of the monthly and meeting allowance of such Sub-Committees depended on the consideration of the Board of Directors by concerning on the appropriateness and relevant of their responsibilities. Moreover, the Chairman of the Board of Directors and the Chairman of the Sub-Committee shall receive the monthly and meeting allowances higher than that of director members by 25 percent, while the Vice Chairman of the Board of Directors shall receive the salary and meeting allowances higher than those of director members by 12.5 percent Bonus for the Board of Directors shall be determined and paid since the year 2004 at the rate 1.5 percent of net profit, but not over 9,000,000 Baht/year for all directors. Moreover, the Chairman and Vice Chairman shall receive the bonus higher than that of director members by 25 percent and 12.5 percent respectively. In this case, the Directors' Remuneration shall remain in the rate mentioned above until the Shareholders resolved to amend. Agenda 6 To consider the appointment and fix the remuneration for the Auditor. The Board of Directors has considered proposing the appointment of the Company's Auditor, Mrs. Kesree Narongde and Mrs. Natsarak Sarochanunjeen ,Certified Public Accountants, Registration Number 76 and Number 4563 respectively, A.M.T. & Associates, and the annual remuneration for the Auditor of Baht 1,500,000 Agenda 7 To consider and approve the Amendment of the Articles of Association (Amend the number of 11 directors to 12 directors) Agenda 8 To consider the details of the warrants for purchasing the Company's ordinary shares to directors, management and employees of the Company and Bangchak Green Net Co., Ltd. as well as ESOP Plan Administrator 8.1 To acknowledge the allotment of the warrants for purchasing the Company's ordinary shares to the President 8.2 To consider and approve the amendment on significant details of the issuance and offering of the warrants for purchasing the Company's ordinary shares to directors, management and employees of the Company and Bangchak Green Net Co., Ltd. as well as ESOP Plan Administrator, which approved in the 2004 Annual General Meeting, in type of warrants and conditions of the exercise rights. 8.3 To consider and approve the allotment of the warrants for purchasing the Company's ordinary shares to the Directors (In case the retired directors are re-elected to resume their positions) Agenda 9 Other Business (if any) The closing date of registration book for the right to attend the Annual General Shareholders' Meeting on Monday April 11, 2005 at 12.00 p.m. until the Meeting is adjourned. Please be informed accordingly. Yours sincerely, -signed- (Patiparn Sukorndhaman) Senior Executive Vice President Accounting and Finance Corporate Planning and Investor Relation Office Tel: 0-2335-4583