ข่าวแจ้งตลาดหลักทรัพย์

TRANSLATION 1000/050/2006 February 28, 2006 Subject : Report on the Board of Directors' resolutions and the date for the Annual General Meeting Attention :President of the Stock Exchange of Thailand The Board of Directors' Meeting of The Bangchak Petroleum Public Company Limited No. 2/2006 held on Tuesday 28th February 2006, from 09.30 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: 1. To propose for the Shareholders approval on the distribution of annual dividend from the operating results of the fiscal year 2005, starting from January 1, 2005 to December 31, 2005. The closing date of registration book for the rights to receive the Company's dividend on Wednesday March 29, 2006 at 12.00 hours and the dividend distribution date is on Wednesday May 17, 2006. 2. To schedule the date for the Annual General Meeting for the year 2006 on Tuesday April 18, 2006 at 13.30 hours at the main conference room of the BCP's Head Office, 210 Sukhumvit 64 Phrakanong Bangkok, 10260. The closing date of registration book for the rights to attend the Annual General Meeting on Wednesday March 29, 2006 at 12.00 hours until the Meeting is adjourned. 3. To convoke the Annual General Meeting of the year 2006 with the following agendas: Agenda 1 To consider and adopt the minutes of the Extraordinary General Meeting No. 1/2005 Agenda 2 To acknowledge the Board of Directors' report on the Company's operating performance in the year 2005. Agenda 3 To consider and approve the Balance Sheets and the Statements of Income for the year ended December 31, 2005 and the Auditor's Report. Agenda 4 To consider and approve the appropriation of profit and dividend payment from the operating results of the fiscal year 2005. Agenda 5 To consider and approve the appointment of additional director and new directors in place of those retired by rotation In this year, the retiring directors are as follows: 1) Mr. Chai-anan Samudavanija (Independent Director) 2) Mr. Songpope Polachan (Ministry of Finance) 3) Mr. Apisit Rujikeatkamjorn (PTT Plc.) 4) Mr. Sayan Satangmongkol The Board of Directors is of the opinion that the Shareholders should re-appoint the 3 retiring directors to perform their duties for another term as follows: 1) Mr. Chai-anan Samudavanija (Independent Director) 2) Mr. Apisit Rujikeatkamjorn (PTT Plc.) 3) Mr. Sayan Satangmongkol And the Board of Directors also recommends the Shareholders to appoint the following 2 directors to act as new Directors of the Company. 1) Mr. Nares Sattayarak (Replacement for Mr. Songpope Polachan) Current Position: Inspector-General of Ministry of Energy 2) Mrs. Pranom Kowinwipat (Independent Directors) Current Position:Director and Audit Committee memberof Metropolitan Electricity Authority (MEA) Therefore, the Board of Directors will be composed 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) Mrs. Pranom Kowinwipat (Independent Director) 7) Mr. Nares Sattayarak (Ministry of Finance) 8) Miss Chularat Suteethorn (Ministry of Finance) 9) Mr. Apisit Rujikeatkamjorn (PTT Plc.) 10) Mr. Pichai Chunhavajira (PTT Plc.) 11) Mr. Sayan Satangmongkol (Director) 12) Mr. Anusorn Sangnimnuan President and Secretary to Board of Directors Agenda 6 To acknowledge Directors' Remuneration Report to the Shareholders for acknowledgement of the Directors' remuneration which shall be fixed in the same rate as that of the year 2005 as following: 1) Monthly Remuneration and Meeting Allowance The Board of Directors - Monthly Remuneration 10,000 Baht/person/month - Meeting Allowance 20,000 Baht/person/time (Only for attending Directors) The Sub-Committees 1) The Audit Committee - Monthly Remuneration 10,000 Baht/person/month - Meeting Allowance 5,000 Baht/person/time (Only for attending Directors) 2) The Nomination and Remuneration Committee - Monthly Remuneration -None- - Meeting Allowance 10,000 Baht/person/time (Only for attending Directors) 3) Other Sub-Committees The determination of the monthly remuneration and meeting allowance of other Sub-Committees, which was appointed by the Board of Directors, 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-Committees shall receive monthly remuneration and meeting allowances higher than that of director members by 25 percent, whilst the Vice Chairman of the Board of Directors shall receive monthly remuneration and meeting allowances higher than that of director members by 12.5 percent. 2) Bonus Bonus for the Board of 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. Agenda 7 To consider the appointment and fix the remuneration for the Auditor The Board of Directors has considered proposing the appointment of the Company's Auditors, Mrs. Kesree Narongdej or Mrs. Natsarak Sarochanunjeen, Certified Public Accountants, Registration Number 76 and Number 4563 respectively, A.M.T. & Associates, and the annual remuneration for the Auditor (A.M.T. & Associates) of not more than Baht 1,100,000 as same as that of the last year. Agenda 8 Other Business (if any) Please be informed accordingly. Yours sincerely, -signed- (Anusorn Sangnimnuan) President Office of Secretary to Board of Directors Tel: 0-2335-4584