ข่าวแจ้งตลาดหลักทรัพย์

-TRANSLATION- 1000/091/2008 April 25, 2008 Subject : Report on the resolutions of the 2008 Annual General Meeting of Shareholders Attention : President of The Stock Exchange of Thailand The Bangchak Petroleum Public Company Limited wishes to hereby report the resolutions of the 2008 Annual General Meeting of Shareholders, held on 25 April 2008, at 13.30 hours, at Main Conference Room, BCP's Head Office, 210 Sukhumvit 64, Phrakanong, Bangkok, 10260, as follows: Agenda 1 To consider and adopt the Minutes of the 2007 Annual General Meeting of Shareholders. Resolution The Meeting resolved that the Minutes of the 2007 Annual General Meeting of Shareholders be approved with the following votes: Approved 583,845,988 votes, or 99.96% Disapproved 0 votes, or 0.00% Abstained 242,300 votes, or 0.04% Agenda 2 To acknowledge the Board of Directors' report on the Company's Operating Performance in the year 2007. Resolution The Meeting acknowledged 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. Resolution The Meeting resolved to consider and approve the Balance Sheets and the Statements of Income for the year ended December 31, 2007 and the Auditor's Report be approved with the following votes: Approved 584,074,488 votes, or 99.96% Disapproved 0 votes, or 0.00% Abstained 242,300 votes, or 0.04% Agenda 4 To consider and approve the appropriation of profit and the dividend payment from the operating results of the fiscal year 2007. Resolution The Meeting resolved to approve the appropriation of profit and dividend payment from the operating results of the fiscal year 2007 in order to distribute the dividend at 0.30 Baht per share to the shareholders, whose names appear on the share register as of April 4, 2008 at 12.00 hours. The Dividend will be distributed to the shareholders on May 9, 2008. The resolution comprised the following votes Approved 584,411,888 votes, or 99.96% Disapproved 10,000 votes, or 0.00% Abstained 242,300 votes, or 0.04% Agenda 5 To consider and elect the directors in replacement of those retired by rotation. Resolution 5.1 The Meeting resolved to appoint the director, Mr.Thevan Vichitakul, to act as new Director of the Company in place of Mr. Sathit Limpongpan who retired by rotation be approved as follows: Approved 584,339,688 votes, or 99.94% Disapproved 247,700 votes, or 0.04% Abstained 94,500 votes, or 0.02% 5.2 The Meeting resolved to re-appoint the three Directors who retired by rotation to serve the Company as Directors for another term be approved as follows: (1) Mr. Wirat Iam-Ua-Yut, with the following votes: Approved 584,348,888 votes, or 99.94% Disapproved 243,700 votes, or 0.04% Abstained 94,500 votes, or 0.02% (2) Miss Pranom Kowinwipat, with the following votes: Approved 584,349,388 votes, or 99.94% Disapproved 243,700 votes, or 0.04% Abstained 94,000 votes, or 0.02% (3) Mr. Anusorn Sangnimnuan, with the following votes: Approved 584,349,388 votes, or 99.94% Disapproved 243,700 votes, or 0.04% Abstained 94,000 votes, or 0.02% Therefore, the Board of Directors, after the election, is consists of 14 members as follows : 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 Resolution The Meeting, by more than two-thirds of the total number of votes cast by the shareholders presented and entitled to vote, resolved that the 2008 remuneration in the same rate last year for directors and committees and the bonus be approved as follows: 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. The resolution comprised the following votes: Approved 584,444,288 votes, or 99.96% Disapproved 242,300 votes, or 0.04% Abstained 500 votes, or 0.00% Agenda 7 To consider the Appointment and Fix the Remuneration for the Auditor. Resolution The Meeting resolved to consider and appoint Mrs. Natsarak Sarochanunjeen, Certified Public Accountants, Registration Number 4563 or Mrs. Kesree Narongdej, Certified Public Accountants, Registration Number 76 respectively, A.M.T. & Associates as the Company's Auditor for the year 2008 and to approve the Auditor's Remuneration in the rate of not more than Baht 1,100,000, as same as that of the last year. The resolution comprised the following votes: Approved 584,444,288 votes, or 99.96% Disapproved 0 votes, or 0.00% Abstained 242,800 votes, or 0.04% Agenda 8 To consider and approve the amendment to Article 3 of the Company's Memorandum of Association (a purpose of the company). Resolution The Meeting, by more than three-fourths of the total number of votes cast by the shareholders presented and entitled to vote, resolved to approve to amend the Article of Association no.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 give the right other person enter into business or joint venture or to be partner with limited liability in a limited partnership or to be the shareholder both of domestic and oversea limited company and public company limited " The resolution comprised the following votes: Approved 582,536,388 votes, or 99.63% Disapproved 1,927,900 votes, or 0.33% Abstained 242,800 votes, or 0.04% Agenda 9 Other business (if any) -None- Please be informed accordingly. Yours sincerely, -signed- (Anusorn Sangnimnuan) President Office of the Secretary to Board of Directors Tel: 0-2335-4584