ข่าวแจ้งตลาดหลักทรัพย์

- TRANSLATION - 1000/178/2548 September 19, 2005 Subject Additional opinion from Board of Directors regarding Product Quality Improvement Project (PQI) Attn. President of the Stock Exchange of Thailand On August 30, 2005, the company had reported the Board of Directors' resolution dated August 29, 2005, regarding the approval for investment in Product Quality Improvement Project ("PQI"), new securities issuance and amendment for Company's Article of Association. After that, PTT Plc. ("the waiver") has amended the waiving application (Form 247-7) and sent to the company. In addition, the company has received a preliminary opinion, regarding the warrant issuance, from the SEC. The company then called for another Board of Directors Meeting to consider these issues on September 19, 2005 at 9.00 hours and the Board of Directors Meeting had a resolution regarding such issues as summarized below: 1. Additional opinion regarding the proposal to the Shareholders Meeting to approve PTT Plc to hold company's shares and convertible debentures up to or over 25% and less than 50%, without Tender Offer - The Board of Directors considers that the waiver's investment policy in refinery business is based on potential business growth, value added capability and economics justification, which is a normal investment consideration criteria of any company, including BCP. Therefore, it is considered to be practical and should not have any negative impact for BCP operation in the future. The waiver's investment in BCP's newly issued securities will enable BCP to obtain sufficient funds necessary for the PQI project, with debt/equity ratio level not exceeding the benchmark required by BCP creditors.The completion of the PQI project is considered to a key factor for BCP competition edge as well as business profitability enhancement. 2. Additional opinion regarding the proposal to BCP Shareholders Meeting to approve connected transaction with PTT - The Board of Directors considers PTT investment as a crucial support for the PQI project. The PQI project will increase refining capacity for high-demand, high-valued diesel and gasoline products and decrease production for low-demand, low-valued fuel oil.As a result, BCP business performance is believed to be significantly improved. The Board of Directors Meeting considers this connected transaction as a fair/reasonable transaction based on the following rationale: a. The transaction supports BCP investment in PQI project as well as enables BCP to maintain its debt/equity ratio at an appropriate level. b. PTT is a Thai company in energy business with strong financial position and diversified business channels, which could be value-added to BCP business in terms of business collaboration and risk diversification. In addition, having PTT as a major shareholder will create a positive image for BCP and strong confidence for BCP investors. c. PTT has no plan or policy to make any significant changes to BCP business plan during the next 12 months. Both PTT and BCP believe that the management structure as well as employee practice guideline, which have been structured in compliance with good business governance policy, could ensure that all business arrangements will be performed in a transparent manner and on a fair basis to all relevant parties, especially the company itself and its shareholders. d. Transaction price, which is a result from negotiation between PTT and BCP, is considered to be a fair price as it is very closed to market price, by being greater than Baht 14.22/share, which is 90% of weighted average closing price of BCP stocks being traded in SET 15 trading days (August 5 - 28, 2005) prior the Board of Directors resolution date (August 29, 2005).Both transaction price and conversion price of convertible debenture are based on the same basis. 3. To amend warrant characteristics from non-transferable to transferable and to propose to the Shareholders' Meeting to authorize a. The Board of Directors to consider listing such warrants in SET when there is a clear conclusion that the listing could be performed b. The Board of Directors or its delegate(s) to consider the number of warrants to be consistent with the company's paid-up capital as of the company's closing registration date. The company will be sending the Shareholders Meeting invitation letter, together with all relevant details, to its shareholders, SET and other related parties, as required by relating law and regulations. Please be informed accordingly. Yours Sincerely, - singed - (Patiparn Sukorndhaman) Senior Executive Vice President Accounting and Finance Corporate Planning and Investor Relation Office Tel: 0-2335-4583