ข่าวแจ้งตลาดหลักทรัพย์

-TRANSLATION- 1000/033/2008 February 20, 2008 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. 2/2008 held on Wednesday 20th February 2008, from 13.30 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 2007, starting from January 1, 2007 to December 31, 2007 at 0.30 Baht per share. The closing date of registration book for the rights to receive the Company's dividend on Friday April 4, 2008 at 12.00 hours and the dividend distribution date is on Friday May 9, 2008. 2. To schedule the date for the Annual General Meeting for the year 2008 on Friday April 25, 2008 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 Friday April 4, 2008 at 12.00 hours until the Meeting is adjourned. 3. To convoke the Annual General Meeting of the year 2008 with the following agendas: Agenda 1 To consider and adopt the minutes of the Annual General Meeting for the year 2007. Agenda 2 To acknowledge the Board of Directors' report on the Company's operating performance in the year 2007. Agenda 3 To consider and approve the Balance Sheets and the Statements of Income for the year ended December 31, 2007 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 2007. Agenda 5 To consider and approve the appointment of new directors in place of those retired by rotation In this year, the retiring directors are as follows: 1) Mr. Sathit Limpongpan (Deputy Permanent Secretary for Ministry of Finance) 2) Mr. Wirat Iam-Ua-Yut (Independent Director) 3) Miss Pranom Kowinwipat (Independent Director) 4) Mr. Anusorn Sangnimnuan (President) 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. Wirat Iam-Ua-Yut (Independent Director) 2) Miss Pranom Kowinwipat (Independent Director) 3) Mr. Anusorn Sangnimnuan (President and Secretary to Board of Directors) And the Board of Directors also recommends the Shareholders to appoint the following director to act as new Directors of the Company in place of Mr. Sathit Limpongpan who retired by rotation as follows: Mr.Thevan Vichitakul (Deputy Permanent Secretary for Ministry of Finance) Current Position : Inspector General (Ministry of Finance) 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) Miss. Pranom Kowinwipat (Independent Director) 7) Mr. Nares Sattayarak (Ministry of Finance) 8) Mr. Thevan Vichitakul (Ministry of Finance) 9) Mr. Apisit Rujikeatkamjorn (PTT Plc.) 10) Mr. Pichai Chunhavajira (PTT Plc.) 11) Mr. Chaivat Churitti (PTT Plc.) 12) Mr. Tevin Vongvanich (PTT Plc.) 13) Mr. Sayan Satangmongkol (Director) 14) Mr. Anusorn Sangnimnuan (President and Secretary to Board of Directors) Agenda 6 To consider in fixing Directors'Remuneration Report to the Shareholders for consider in fixing Directors' Remuneration for the year 2008 which shall be fixed in the same rate as that of the year 2007 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. Natsarak Sarochanunjeen or Mrs. Kesree Narongdej, Certified Public Accountants, Registration Number 4563 and Number 76 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 To consider and approve the prospectus Article 3 (a purpose of the company). The Board of Directors has considered to present the shareholder meeting for consideration to amend the prospectus Article 3 (a purpose of the company) in order that the company is able to develop the new business which is both domestic and international, both relevant and irrelevant to the current business so as not to contradiction with the purpose of the company. Therefore, the purpose of the company in paragraph 6 will be amended as follows: " To invest in shares in other businesses by any mean or to invest in other securites or other guarantees or enter into other businesses or joint venture with other person or to allow other person enter into business or joint venture or to be partner with limited liability in limited partnership or to be the shareholder both of domestic and oversea limited company and public company limited " Agenda 9 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