ข่าวแจ้งตลาดหลักทรัพย์

-TRANSLATION- 1000 / 061 / 2009 April 9, 2009 Subject : Report on the resolutions of the 2009 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 2009 Annual General Meeting of Shareholders, held on 9 April 2009, 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 2008 Annual General Meeting of Shareholders. Resolution The meeting resolved that the minutes of the 2008 Annual General Meeting of Shareholders be approved with the following votes: Approved 571,832,975 votes, or 99.9961% Disapproved 0 votes, or 0.0000% Abstained 22,503 votes, or 0.0039% Agenda 2 To acknowledge the Board of Directors' report on the Company's operating performance in the year 2008. Resolution The meeting acknowledged the Board of Directors' report on the Company's operating performance in the year 2008. Agenda 3 To consider and approve the Balance Sheets and the Statements of Income for the year ended December 31, 2008 and the Auditor's Report. Resolution The meeting resolved to approve the Balance Sheets and the Statements of Income for the year ended December 31, 2008 and the Auditor's Report with the following votes: Approved 572,079,676 votes, or 99.9961% Disapproved 0 votes, or 0.0000% Abstained 22,503 votes, or 0.0039% Agenda 4 To consider the appropriation of profit to pay dividend. Resolution The meeting resolved to approve on allocating profit from retained earnings for divided payment at 0.50 Baht per share or approximately amounted to Baht 560 million, and set the record date on April 22, 2009, to determine the list of shareholders who are entitled to receive dividend and the shareholders' registration book-closing on April 23, 2009, to list shareholders' names on the scriptless system according to Section 225 of the Securities and Exchange Act. B.E. 2535 (Amended B.E. 2551). The Dividend payment Date is on May 7, 2009. The resolution comprised the following votes Approved 572,074,777 votes, or 99.9952% Disapproved 0 votes, or 0.0000% Abstained 22,503 votes, or 0.0048% Agenda 5 To consider and approved the appointment of new directors in place of those retired by rotation. Resolution 5.1 The meeting resolved to re-appoint the three directors who retired by rotation to serve the Company as Directors for another term as follows: (1) Mr. Chai-anan Samudavanija, with the following votes: Approved 570,281,977 votes, or 99.6817% Disapproved 0 votes, or 0.0000% Abstained 1,821,002 votes, or 0.3183% (2) Mr. Pichai Chunhavajira, with the following votes: Approved 570,281,977 votes, or 99.6817% Disapproved 0 votes, or 0.0000% Abstained 1,821,002 votes, or 0.3183% (3) Mr. Twarath Sutabutr, with the following votes: Approved 570,249,976 votes, or 99.6761% Disapproved 1 votes, or 0.0000% Abstained 1,853,002 votes, or 0.3239% 5.2 The meeting resolved to appoint the two directors to act as new directors of the Company in place of those retired by rotation as follows: (1) Mr. Surong Bulakul, with the following votes: Approved 570,249,976 votes, or 99.6761% Disapproved 0 votes, or 0.0000% Abstained 1,853,003 votes, or 0.3239% (2) Mr. Thana Putarungsi, with the following votes: Approved 570,249,977 votes, or 99.6761% Disapproved 0 votes, or 0.0000% Abstained 1,853,002 votes, or 0.3239% 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. Thana Putarungsi (Independent Director) 8) Mr. Thevan Vichitakul (Ministry of Finance) 9) Mr. Twarath Sutabutr (Ministry of Finance) 10) Mr. Pichai Chunhavajira (PTT Plc.) 11) Mr. Chaivat Churitti (PTT Plc.) 12) Mr. Tevin Vongvanich (PTT Plc.) 13) Mr. Surong Bulakul (PTT Plc.) 14) Mr. Anusorn Sangnimnuan (President and Secretary to Board of Directors) Agenda 6 To consider in determination of 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 2009 Directors'remuneration be approved as follows: 1) Monthly Remuneration and Meeting Allowance The Board of Directors - Monthly Remuneration 20,000 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 1.0 percent of net profit, but not over 15,000,000 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 572,071,326 votes, or 99.9922% Disapproved 0 votes, or 0.0000% Abstained 44,453 votes, or 0.0078% Agenda 7 To consider the Appointment and Determination of the Remuneration for the Auditor. Resolution The meeting resolved to appoint Mr. Vairoj Jindamaneepitak, Certified Public Accountants, Registration Number 3565 or Mr. Winid Silamongkol, Certified Public Accountants, Registration Number 3378 or Mr. Charoen Phosamritlert, Certified Public Accountants, Registration Number 4068, from KPMG Phoomchai Audit Limited as the Company's Auditor for the year 2009 and to approve the remuneration for the Auditor in year 2009 not more than Baht 1,450,000. The resolution comprised the following votes: Approved 571,975,327 votes, or 99.9755% Disapproved 96,000 votes, or 0.0168% Abstained 44,453 votes, or 0.0078% Agenda 8 To consider and approve the amendment to the Company's Articles of Association. 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 the amendment of the Company's Articles of Association in Section 2, Clause 4 as follows: " Clause 4 The Company's shares are ordinary shares issued in the name of the holder. Clause 4/1 The Company may buyback its shares from the shareholders and dispose such shares within the stipulated time. If not, or if all are not disposed within the time so prescribed, the Company shall reduce paid-up capital by canceling the remainingshares held in accordance with Public Company Limited Law or all applicable regulations, rules and laws. Clause 4/2 A share buyback under Clause 4/1shall be obtained a prior approval from the general meeting of the shareholders. In the case of a share buyback not exceeding ten percent (10%) of paid-up capital, the Board of Directors shall have the power to approve such buyback without any prior approval from the general meeting of the shareholders." The resolution comprised the following votes: Approved 572,081,878 votes, or 99.9931% Disapproved 0 votes, or 0.0000% Abstained 39,402 votes, or 0.0069% 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