ข่าวแจ้งตลาดหลักทรัพย์

TRANSLATION 1000/094/2005 April 29, 2005 Subject : Report on the resolutions of the 2005 Annual General Meeting Attention : President of The Stock Exchange of Thailand The Bangchak Petroleum Public Company Limited wishes to hereby report the resolutions of the 2005 Annual General Meeting, held on 29 April 2005, at 13.30 hours, at Main Conference Room, BCP's Head Office, 210 Sukhumvit 64, Phrakanong, Bangkok, 10260, as follows: 1.The Meeting resolved to adopt the Minutes of the Annual General Meeting of the Year 2004. 2.The Meeting acknowledged the report on the Company's Operating Performance in the Year 2004. 3.The Meeting resolved to approve the Balance Sheets and the Statements of Income for the Year Ended December 31, 2004 and the Auditor's Report. 4.The Meeting resolved to approve the Appropriation of Profit for the Year 2004 in the amount of Baht 86,714,346 as a legal reserve and approved for none Distribution of Dividend from the operating results of the fiscal Year 2004. (The Board of Directors resolved to not accept their bonus for the 2004 performance until shareholders receive the dividend) 5. The Meeting has passed the resolutions on the Appointment of the Directors, the Number of the Board of Directors, and the remuneration of the Board of Directors as follows: 5.1 The Meeting resolved to re-appoint the three Directors who retired by rotation namely; General Tawat Ked-Unkoon, Mr. Wirat Iam-Ua-Yut, and Miss Chularat Suteethorn, to serve another term as Directors. 5.2 The Meeting resolved to appoint Mr.Anusorn Sangnimnuan,the President of BCP, to act as a new Director of the Company and 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 10) Miss Chularat Sutheethorn 11) Mr. Anusorn Sangnimnuan (President and Secretary to Board of Directors) 5.3 The Meeting resolved to approve that the Directors' Remuneration shall be fixed in the same rate as that of the Year 2004, according to following details: *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 Directors shall be determined and paid 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. The Directors' Remuneration shall remain in the rate mentioned above until the Shareholders resolved to amend. 6.The Meeting resolved to appoint Mrs. Kesree Narongdej and/or Mrs. Natsarak Sarochanunjeen, Certified Public Accountants, Registration Number 76 and Number 4563 respectively, A.M.T.& Associates as the Company's Auditors for the Year 2005 and to approve the Auditor's Remuneration of not more than Baht 1,500,000. 7.The Meeting resolved to approve the Amendment to Section 5 No. 18 of the Company's Articles of Association in amending the number of Directors from 11 members to 12 members, with the new article to read as follows: " The Board of Directors is composed of a minimum of 5 and a maximum of 12 members. Not less than half of the Board must be residents in Thailand. Qualifications of all directors have to meet with the stipulations of laws and the company's regulations. At least one director is knowledgeable in accounting and finance. Any one of Directors can jointly sign together with the Chairman of the board or the President to be two authorized directors and affix with the company seal shall bind the Company. 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." 8.The Meeting has passed the resolutions on 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 as follows: 8.1 The Meeting acknowledged the allotment of the warrants for purchasing the Company's ordinary shares in the number of 170,000 warrants to the President. 8.2 The Meeting resolved to 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 the amendment, Directors can transfer the warrants to the government office so as to comply with related laws,regulations, or cabinet resolutions and, moreover, the government office which received the warrants, can exercise their rights as well.In addition, the Directors who retired by rotation and be re-elected shall not have to transfer their warrants back to the ESOP Plan Administrator.The new provisions are as follows: 2.1 Type of Warrants " Warrants to purchase the newly issued common shares of the Company are not transferable except for the transfer to the Administrator or their heirs in order to follow the rules and regulations of the Government sectors concerned or from directors to Government sector or for the transfer from the Administrator to directors, management and employees of the Company and Bangchak Green Net according to the same criteria of this allotment." 2.5 Allotment " The allotment to Administrator appointed by the Board of Directors will be 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 their right or by Government sectors having received from the directors as stipulated in Clause 2.1. Administrator may allot such Warrants to directors, management and employees of the Company and Bangchak Green Net on the same criteria of this allotment." 2.11 Exercise Conditions (1) Persons entitled to exercise their right pursuant to the Warrants shall be directors, management or employees of the Company or Bangchak Green Net as of the date of exercise or the Government sectors having received the Warrants from the directors as stipulated in Clause 2.1 (2) If any directors, management or employees who have received the Warrants as allotted pass away, are disabled, legally incapable, retire from their terms of office and have not been re-elected, retire from their work or retire due to the expiration of their employment agreement or are dismissed with no fault, resulting the disqualification as stated in (1),such persons can exercise their right only for the Warrants that meet 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 within the exercise period. Remaining Warrants shall be transferred to Administrator. " 8.3 The Meeting resolved to approve the allotment of the warrants for purchasing the Company's ordinary shares to the three re-appointed Directors; General Tawat Ked-Unkoon in the number of 230,000 warrants, Mr. Wirat Iam-Ua-Yut in the number of 170,000 warrants, and Miss Chularat Suteethorn in the number of 170,000 warrants. 9. Other Business -None- 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