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- INFORMATION MEMORANDUM - Description, Condition and Major Characteristics of Warrant No.1/2006 of The Bangchak Petroleum Public Company Limited or "BCP-W1" Listing Date As of May 26, 2006 (First day trading on May 26, 2006) Type of Securities Warrant No.1/2006 of The Bangchak Petroleum Public Company Limited or "Warrant" or "BCP-W1" Secondary Market Stock Exchange of Thailand or "SET" Number of Warrants 69,092,486 Units Amount of Reserved Shares 69,092,486 shares of equivalent to 10.00 of paid-up capital of Baht 690,978,411 Issuer The Bangchak Petroleum Public Company Limited Offering Method The Warrants are offered to the Company's existing shareholders whose names are in the share register book as at the closing date of the share register book, which is on April 20, 2006. The allocation ratio of the existing shares to the new warrants is 10 existing shares for 1 unit of warrant. For counting purposes, a fraction of shares will be discarded. Rights of Warrants One Warrant will be exercisable for one new ordinary share at the offering price of Baht 1 per share (the exercised price and the exercised ratio may be changed in accordance with the conditions for adjustment of rights as specified in the Term and Conditions of BCP-W1) Type of Warrants Warrants for purchase of ordinary shares of The Bangchak Petroleum Public Company Limited in registered and transferable form Term of Warrants 5 years from the issued date of the Warrants (The first exercise date shall be on June 30, 2006, and the last exercised date shall be on May 14, 2011). Offering Price Baht 0 per unit (No offering price) Distribution of Warrants As of May 15, 2006 No. of warrants No. of % of Present Listing holders warrants warrants 1. Strategic warrant holders 1.1 Government, state-owned enterprises 3 19,128,008 27.68% or public sector agencies 1.2 Directors, manager, 7 80,157 0.12% and executive management including related persons and associated persons 1.3 Shareholders who have a holding 1 8,903,310 12.89% of 5% or above including related persons 1.4 Control Shareholders - - - 1.5 Shareholders who enter - - - into agreement not to sell their stocks within a specified period 2. Non-strategic warrant holders 12,243 40,776,835 59.02% more than 1 trading unit 3. Non-strategic warrant holders 4,446 204,176 0.29% holding less than 1 trading unit Total 16,700 69,092,486 100.00% (Note : 1 Trading unit = 100 warrants) Major Top 10 Warrant holders As of May 15, 2006 No. of Warrants % of Present Name of Warrant holders (unit) Listing Warrant 1.MINISTRY OF FINANCE 12,494,797 18.08% 2.HSBC BANK PLC-CLIENTS GENERAL A/C 8,903,310 12.89% 3.PTT PUBLIC COMPANY LIMITED 5,224,000 7.56% 4.BANKTHAI PUBLIC COMPANY LIMITED 3,058,060 4.43% 5.THAI NVDR COMPANY LIMITED 2,890,400 4.18% 6.GOLDMAN SACHS INTERNATIONAL 2,683,950 3.88% 7.THE BANK OF NEW YORK (NOMINEES) Ltd. 2,458,370 3.56% 8.GOLDMAN SACHS (ASIA) FINANCE 2,122,410 3.07% 9.SOCIAL SECURITY OFFICE 1,409,211 2.04% 10.ING BANK N.V.-EQUITIES 1,200,000 1.74% Total Top 10 Warrants 42,444,508 61.43% Warrant Registrar Thailand Securities Depository Co., Ltd. or "TSD" Receiving Agent The Bangchak Petroleum Public Company Limited for the Exercise Warrants Exercise Right of Warrants 1) Exercise Date The warrant holders are able to exercise the warrants every 3 months which is on the last business day of March, June, September, and December throughout the term of the warrants (Exercise Date). The first exercise date shall be June 30, 2006, and the last exercise date shall be at the end of term of warrants, which is on May 14, 2011 (in case of the last exercised date being on the Company's holiday, the date shall be changed to the date before the last exercise date) 2) Right to Purchase Share In each exercise of the warrants, the warrant holders shall be entitled to exercise their rights to purchase the ordinary shares of not less than 100 shares at a time. In case of having or holding rights to purchase the ordinary shares of less than 100 shares, the warrants holders must exercise all of their rights to purchase the ordinary shares at one time. In case of the last exercise, the warrant holders shall exercise in any amount of shares but not exceeding the right from the remaining exercisable warrants. The warrant holders shall notify the intention to purchase the Share at Secretary Office The Bangchak Petroleum Public Company Limited 210 Sukhumvit 64 Road, Phrakanong, Bangkok 10260 Telephone 0-2335-4999 Fax 0-2335-4009 3) Exercise Period The warrant holders wishing to exercise the warrants shall give notification of such intention within 5 business days prior to each exercise date during 9.00 a.m. to 3.00 p.m., except for the last exercise date, the warrant holders have to notify their intention to exercise within 15 days prior to the last exercise date. The Company shall not closing the share register book during the exercise period, except for the last exercise period, the Company shall close the share register book for 21 days prior to the last exercise date, and SET shall put "SP" sign for the warrants 3 business days prior to the closing date of share register book, which means the warrants shall not trade during those period. In case the share register date is on the holiday of commercial bank, the date shall be postpone to the next business date The Company shall inform information,such as the exercise period, exercise ratio, exercise price and the place to submit the intention form to exercise, to the warrant holders 7 days prior to each exercise period through the ELCID system.For the last exercise period, the Company shall deliver the registered mail to the warrant holders as list on the share register book on the closing date of share register book, and shall online such information (right to exercise warrants) 3 days prior to the last exercise period through the ELCID system. Exercise Procedures Warrant holders who intend to exercise their rights to purchase the ordinary shares shall submit the documents and supplementary evidence for subscription and purchase of the Company's Shares as following: - a notification form, which states duly and clearly completed and signed by the warrant holder (such form can be obtained at the Company) - the warrant certificate(s) or the substitute(s), - payment for the price of the shares in the amount specified in the notification form by way of cheques, draft, bank draft or order collectible within Bangkok area within 2 business days from the relevant exercised date payable to the order of "The Bangchak Petroleum Public Company Limited", or transfer cash to the Company's current account named "The Bangchak Petroleum Public Company Limited" account number 047-6-08056-8, Krungthai Bank Public Company Limited, Sukhumvit 93 Branch. The exercised warrants shall be completed when the Company has acknowledged receipt of payment. In case of uncollectible payment, it means the warrant holder shall intend to cancel his/her exercise warrants. The Company shall send such warrant certificate(s) or the substitute(s) with uncollectible cheque to the warrant holders by registered mail within 14 business days from the relevant exercised date without any interest. The warrant holders, however, are still able to exercise such warrants for the next exercised date, except being on the last exercised date. - Evidences for subscription shares 1.Thai national: Certified copy of Citizen ID card 2.Foreigner: Certified copy of Passport 3.Thai Juristic: Copy of Articles of Association issued by Ministry of Commerce or authorized department not more than 30 days, certified by authorized director, together with certified documents according to 1. or 2. of such authorized director. 4. Foreign Juristic: Copy of Company Register document issued by authorized government agency in the country which the foreign juristic located, certified by Notary Public or authorized government agency not more than 3 months, and certified such document by authorized director together with certified documents according to 1. or 2. of such authorized director. Exercised Price Baht 18.00 per share (the Exercise Price may be changed in accordance with the conditions for adjustment of rights) Exercised Ratio 1 warrant : 1 ordinary share (the Exercise Ratio may be changed in accordance with the conditions for adjustment of rights) Par Value of Ordinary Share Baht 1.00 per share Conditions for Right Adjustment During the term of the warrants, if there is the occurrence of any of the following events, the Company shall adjust the Exercise Price and the Exercise Ratio (or the number of the warrants instead of adjustment of the Exercise Ratio): 1) When the Company changes the par value of its ordinary shares as a result of a combination or splitting of shares; 2) When the Company does a rights issue to its existing shareholders and/or a public offering and/or specific investors of its ordinary shares at the net price of the newly issued ordinary shares calculated to be less than 90% of "the market price of the Company's ordinary shares"; 3) When the Company does a rights issue to its existing shareholders and/or a public offering and/or specific investors of its securities convertible into ordinary shares and/or entitling to the rights to subscribe to the ordinary shares (such asconvertible debentures, warrants) at the net price of the newly issued ordinary shares reserved for the exercise of the rights thereunder calculated to be less than 90% of "the market price of the Company's ordinary shares"; 4) When the Company pays dividends, in whole or in part, in form of ordinary shares to holders of ordinary shares of the Company; 5) When the Company pays dividends in an amount exceeding 80 % of its net profits after tax for its operation during such relevant accounting year; 6) In the case where there occurs any event not mentioned in Clause 1) - 5) which could result in the benefits or considerations to be received by the warrant holders at the time of exercise of the warrants being deteriorated, the Company will consider the rights adjustment of the warrants (being the adjustment of the Exercise Price and the Exercise Ratio or number of the warrants).The result of such consideration shall be final and conclusive The calculation of the adjustment of the Exercise Price and the Exercise Ratio pursuant to Clause 1) - 6) are independent. In case all events occur at the same time, the calculation for the adjustment shall be in the order from Clause 1) -> 5) -> 4) -> 2) -> 3) -> 6) whereby in each calculation of adjustment, it shall maintain the Exercise Price at 3 decimal points and the Exercise Ratio at 5 decimal points.In each calculation of right adjustment in terms of the Exercise Price and/or the Exercise Ratio pursuant to Clause 1) - 6), it shall not result in an adjustment that the new Exercise Price is higher than the previous one nor is the new Exercise Ratio being decreased to be lower than the previous one, except in the case of share combination. After the adjustment of the Exercise Price and the Exercise Ratio pursuant to Clause 1) - 6) above,the Company will notify the result of the said adjustment (including the details and methods of the calculation, the reasons why there has to be such an adjustment, and the effective date of the new Exercise Price as well as the Exercise Ratio) to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand and to the warrant holders through the ELCID system on the effective date of such adjustment notify. Issue and Delivery of Shares In case of receiving share certificate, the Company shall deliver the share certificate to the exercising warrant holders at the address specified in the notification form by registered mail with return receipt within 15 business days from the relevant exercise date.In case of scriptless system, the Company will endeavour to deposit such shares into the warrant holder' s account, stated in notification form, within 7 business days from the relevant exercise date. Compensation in case the Company The Company shall compensate warrant holders only in the cannot provide Reserved Shares in case where the warrant holders declare their intention to connection with the Exercise of exercise the rights and complete the exercised process the Warrants during each exercise period of the warrants, and the Company cannot arrange for sufficient reserved shares for such exercise, except in case of the restriction of share transfer. The Company shall appoint the warrant registrar (TSD) make the payment by account payee only cheque and deliver it to the exercise warrant holders by registered mail with return receipt within 14 days after the date that the Company is unable to arrange the sufficient reserved shares for such exercise. Transferring Limitation Warrants are transferable without restriction except that a transfer may not occur on a date of closing book for the last exercise period, which the Company shall close the registration book for 21 days prior to the last exercise date. Warrants are transferable without restriction except the transfer caused by non-Thai warrant holders as following detail: 1) The Company shall not issue new ordinary shares to non-Thai warrant holders which cause non-Thai shareholders holding the Company's shares more than 10% of issued and paid-up shares of the Company. 2) As the above restriction of share transfer, the Company shall allow the warrant holders to partially exercise into the Company's shares which not cause non-Thai holders holding more than 10%. The Company shall return unexercised warrants with the remaining payments (without any interest) to warrant holder who is unable to exercise his/her right to registered mail with return receipt within 14 business days from the relevant exercise date. However, those warrants have still valid until the Exercise Date. 3) If the non-Thai warrant holders are unable to exercise their rights caused by the restriction of the share transfer at the last exercise date, they are not be compensated and have no right to claim against the Company. The warrants shall be invalid at the expiry day of warrants. Silent Period - none - Other (if any) - none - Financial Advisor Turnaround Company Limited Prepared by Turnaround Company Limited