ข่าวแจ้งตลาดหลักทรัพย์

-TRANSLATION- 1000/069/2010 April 8, 2010 Subject : Report on the resolutions of the 2010 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 2010 General Meeting of held on April 8, 2010, at 13.30 hours, at the Main Conference Room, The Bangchak Refinery, 210 Sukhumvit 64, Phrakanong, Bangkok, 10260, as follows: Agenda 1 To consider and certify the minutes of the Extraordinary General Meeting of Shareholders No.1/2009. Resolution The meeting, by the majority vote of the total number of votes casted by the shareholders present and entitled to vote, resolved that the minutes of the Extraordinary General Meeting of Shareholders No.1/2009 be approved with the following votes: Approved 564,790,379 votes, or 99.9388% Disapproved 300,00 votes, or 0.0531% Abstained 45,996 votes, or 0.0039% Agenda 2 To acknowledge the Board of Directors report on the 2009 performance statement. Resolution The meeting acknowledged the Board of Directors report on the 2009 performance statement. Agenda 3 To consider and approve the Balance Sheets and the Statements of Income for the year, ending December 31, 2009 and the Auditor report. Resolution The meeting, by the majority vote of the total number of votes casted by the shareholders present and entitled to vote, resolved to approve the Balance Sheets and the Statements of Income for the year, ending December 31, 2009 and the Auditor report with the following votes: Approved 591,700,232 votes, or 99.7961% Disapproved 0 votes, or 0.0000% Abstained 1,208,710 votes, or 0.2039% Agenda 4 To approve on the allocation profit for dividend payment. Resolution The meeting, by the majority vote of the total number of votes casted by the shareholders present and entitled to vote, resolved to approve the dividend payment for the second-half-year operation of 2009 at the rate of 0.80 Baht per share. When including the interim dividend payment at the rate of 1 Baht per share from retained earning profit for the first-half-year operation of 2009, the total dividend payment will be 1.80 Baht per share, amounting to approximately Baht 2,106 million, and set the date to list shareholders who are entitled to receive dividend on March 8, 2010, and list shareholders' names according to Section 225 of the Securities and Exchange Act.B.E. 2535 (Amended B.E. 2551) by closing the shareholders' registration book on March 9, 2010. The dividend payment date is on April 22, 2010. The resolution comprised the following votes Approved 586,941,563 votes, or 98.9881% Disapproved 5,891,300 votes, or 0.9936% Abstained 108,839 votes, or 0.0184% Agenda 5 To approve the appointment of new directors in replacement of those who are due to retire by rotation. Resolution 5.1 The meeting, by the majority vote of the total number of votes casted by the shareholders present and entitled to vote, resolved to re-appoint the director who retired by rotation to serve the Company as Directors for another term as follows: (1) Anusorn Tamajai, with the following votes: Approved 591,793,046 votes, or 99.8054% Disapproved 1,091,200 votes, or 0.1840% Abstained 62,456 votes, or 0.0105% 5.2 The meeting, by the majority vote of the total number of votes casted by the shareholders present and entitled to vote, resolved to appoint four directors to act as new directors of the Company in place of those retired by rotation as follows: (1) Mr. Sukrit Surabotsophon, with the following votes: Approved 591,502,243 votes, or 99.7564% Disapproved 1,091,001 votes, or 0.1840% Abstained 353,458 votes, or 0.0596% (2) Mr. Sarakorn Kulatham, with the following votes: Approved 591,534,788 votes, or 99.7619% Disapproved 1,345,457 votes, or 0.2269% Abstained 66,457 votes, or 0.0112% (3) Mr. Surin Jirawisit, with the following votes: Approved 591,507,136 votes, or 99.7572% Disapproved 1,344,102 votes, or 0.2267% Abstained 95,464 votes, or 0.0161% (4) Mr. Issara Chotibulakarn, with the following votes: Approved 591,541,181 votes, or 99.7630% Disapproved 1,089,002 votes, or 0.1837% Abstained 316,519 votes, or 0.0534% Therefore, the Board of Directors, after the election, is consists of 14 members as follows : 1) Mr. Chai-Anan Samudavanija (Independent Director) 2) Mr. Anusorn Tamajai (Independent Director) 3) Mr. Wirat Iam-Ua-Yut (Independent Director) 4) Ms. Pranom Kowinwipat (Independent Director) 5) Mr. Thana Putarungsi (Independent Director) 6) Mr. Surin Jirawisit (Independent Director) 7) Mr. Issara Chotibulakarn (Independent Director) 8) Mr. Krairit Nilkuha (Ministry of Finance) 9) Ms. Supa Piyajitti (Ministry of Finance) 10) Mr. Pichai Chunhavajira (PTT Plc.) 11) Mr. Nuttachat Charuchinda (PTT Plc.) 12) Mr. Sukrit Surabotsophon (PTT Plc.) 13) Mr. Sarakorn Kulatham (PTT Plc.) 14) Mr. Anusorn Sangnimnuan (President and Secretary to the Board of Directors) Agenda 6 To consider the directors' remuneration Resolution The meeting, by more than two-thirds of the total number of votes casted by the shareholders present and entitled to vote, resolved that the 2010 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 adjusted from the same rate of 1 percent of net profit, but not over 15,000,000 Baht/year for all directors to the rate of 1.0 percent of net profit, but not over 20,000,000 Baht/year for all directors. Moreover,the Chairman and Vice Chairman shall receive the bonus higher than those of members by 25 percent and 12.5 percent respectively. The resolution comprised the following votes: Approved 590,877,689 votes, or 99.6504% Disapproved 1,742,602 votes, or 0.2939% Abstained 330,411 votes, or 0.0557% Agenda 7 To consider the Appointment and Determination of the fee for the Auditor. Resolution The meeting, by the majority vote of the total number of votes casted by the shareholders present and entitled to vote, resolved to appoint the Company's Auditors, 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, Number 4068, KPMG Phoomchai Audit Limited, and the 2010 fee for the Auditor (KPMG Phoomchai Audit Limited) is Baht 1,515,000. The resolution comprised the following votes: Approved 591,545,260 votes, or 99.7630% Disapproved 1,254,873 votes, or 0.2116% Abstained 150,569 votes, or 0.0254% 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 casted by the shareholders present and entitled to vote, resolved to approve the amendment of the Articles of Association of the Company in Section 3 Article 8: Transferring share as follows: Article 8. The Shares of the Company can be transferred without limitation except when the transfer causes the Company to have individual with Non-Thai Nationality holding more than 25% of total issued shares or there is Non-Thai Nationalities holding shares more than 5% of the total paid-up capital. In the case that the transfer causes the Company to have individual with Non-Thai Nationality holding more than the aforementioned proportion, the Company shall take the following action ; reject the registration of transfer and send the letter to the transferor about the violation of the above Articles of Association, cancel/withdraw the share transfer, or send the letter to the transferor about the violation of the above Articles of Association and sell shares to Thai National(s) in order to preserve the shareholding proportion of individual with Non-Thai Nationality in the Company to no more than the aforementioned proportion. In the case that the Company sends the letter to the transferee about the denial of share registration, the transferee shall not have a voting right in the amount of shares transferred or which are forced to dispose. The Company shall restrain the dividend paid for the transferee in the amount of shares transferred or which are forced to dispose. The transferee shall not have the rights to claim the Company, the Board of Directors or any director of the Company to reimburse the interest and/or any damage or compensation from restraining the dividend paid or limitation on voting rights in the shareholders' meeting in any matter. In the case that a Thai National shareholder has changed to a Non-Thai National or a Thai National shareholder has changed to a Non-Thai Nationality by law, the shareholder shall send a letter to the Board of Director at once. In case that Non- Thai National shareholder causes the Company to have Non-Thai Nationalities holding ordinary shares of more than the aforementioned proportion, the Company shall send the letter to the shareholder to sell the ordinary share to a Thai National in the minimum amount so as to preserve the shareholding proportion of Non-Thai Nationality in the Company to no more than the aforementioned proportion. In the case that any individual with Non-Thai Nationality hold shares greater than 5% of the total paid-up capital, prior to the date that shareholders meeting resolve this amendment of the Company's Articles of Association, the paid individual can continue hold the aforementioned proportion share; but, unable to increase his/her holding proportion except in the case that the aforementioned Non-Thai holding proportion decreases to lower than 5% of total issued shares and future possessions shall not affect the shareholding proportion to be more than 5% of total issued shares. Therefore, the aforementioned "individuals" means a natural person and a juristic person. The resolution comprised the following votes: Approved 566,284,939 votes, or 95.5029% Disapproved 26,346,202 votes, or 4.4432% Abstained 319,561 votes, or 0.0539% Agenda 9 To consider and approve the amendment to the Company's Memorandum of Association Article 3 (The Company's Objective) Resolution The meeting, by more than three-fourths of the total number of votes casted by the shareholders present and entitled to vote, resolved to approve the amendment to the Company's Memorandum of Association Article 3 (The Company's Objective) to develop new businesses, related and unrelated to the Company's current business, which are not contrary to the Company's objectives. The amendment of the Company's Memorandum of Association in Article (1), (3) and (13) are as follows: (1) deal in petroleum business which term includes prospecting, developing,producing, procuring, refining, processing, reserving, custodying, importing,exporting, transporting, buying, selling, and distributing petroleum which term includes crude oil (including all kinds of natural crude mineral oil, asphalt,ozokerite, hydrocarbon, bitumen, irrespective whether in solid, viscous or liquid form), natural gas (including hydrocarbon in all forms of gas irrespective whether in humid or dry form produced from oil pits or gas pits and also including residual gas out of separation of liquefied hydrocarbon or any by-product substance from this kind of humid gas), liquefied natural gas (including liquefied hydrocarbon or hydrocarbon having high level of steam pressure simultaneously produced along with natural gas or derived from separation of natural gas), by-products (including helium, carbon-dioxide, sulphur, or any other substances derived out of petroleum production), other hydrocarbon components arising naturally and in the state of independence irrespective whether it be in solid, viscous, or liquid or gas form and various heavy hydrocarbon that may be brought about from direct sources by virtue of heat or chemical process, to the inclusion of coal, fossil or any other type of rock capable of being refined in order to separate oil by virtue of heat or chemical process, including chemical products; deal in chemical petroleum industry and petro-chemical industry and related industries applying petro-chemical products as raw material and other petro-chemical by-products. (3) deal in, procure, by whatever means, produce, custody, transport, trade or dispose of, of whatever means, import into and export out of the Kingdom, including providing logistic support to any other concerns, all types of goods or assets,including any other types of chattels capable of being traded, for example, carbon credit, etc.; employ others or be employed to undertake any business relating to,in connection with, similar to, or beneficial to carrying out business according to the objects of the company, e.g. a. all types of electricity businesses, e.g. thermal electricity plants, co- generation plant, solar-power electricity plants, hydro-power electricity plants, nuclear-power electricity plants, and all other types of electricity plants, including production, procurement, distribution, and sale of electricity or controlling of electrical systems; b. supplying, producing, custodying, transporting, trading or distributing energy, energy-related businesses including energy substitute businesses and logistic support to all types of energy businesses in all forms, namely, bio-diesel, ethanol, methanol, energy from plants, from animals, solar energy, wind energy, wave energy, hydrogen energy, nuclear energy, bio-gas energy, geothermal energy, including, but not limited to by-products of aforementioned energy. c. mining, rock, gravel, sand, soil, as well as all industries, purchasing, distributing minerals, rock, gravel, soil and products derived there from as well as other resources. d. producing raw materials, chemical substances, chemical supplies, and all types of chemical products from minerals, natural substances, natural resources, substances to enhance efficiency, catalyst elements, or other chemical substances through various processes to arrive at new products, substances, chemical products, pharmaceutical products, irrespective whether such products be in finished or semi-finished forms or by-products with all such products capable of being utilized as raw material for industries, handicrafts, commerce, agriculture or in any other fields. e. producing and trading agricultural produce including engaging in forestry, e.g. wood trading, forestation and activities associated with interest out of forestry business; engaging in rice farming, salt-field, agricultural plantation, rubber plantation, palm-oil plantation, tapioca flour, and other plants; producing finished or semi-finished products therefrom; agricultural produce processing, as well as all businesses associated with interest out of such activities; or supporting undertaking of businesses pursuant to the objects of the company including trading in agricultural produce futures, derivatives or consumables. f. industries related to food, pharmaceuticals, medication, pharmaceutical products, medical equipment, scientific equipment and tools, fertilizer, herbicide, plant maintenance products and animal health products; g. plants producing oil extracted from plants or animals; paper producing plants, distillery, sugar plants, plastic utensils plants and other kinds of plant for the benefit of or in support of the objects of the company; h. dealing in wholesaling and retailing of all types of consumables, agricultural produce, industrial products ; and engage in providing all types of services; i. dealing in designing, producing, providing audio-visual equipment services, e.g. multi-vision slides, still slides, motion picture and sound recording, negative film processing; designing of magazines and printed matters, information circulars, and other public relation media; j. deal in electronic business for all types of businesses; provide services for researches via the internet; provide advisory services and provide advice to traders in general in laying down electronic business system; provide services in connection with electronic business development; lay down systems for, manage, distribute, market payment systems, goods transportation and trading to traders in general; deal in importing, exporting, distributing, surveying, researching, developing, producing, procuring, refining, extracting, processing, mixing, packaging, accumulating, reserving, custodying, transporting, port business, warehousing, of petroleum, natural gas, substitute energies, products derived from petroleum, petro-chemical, electricity, water, steam, including other undertakings related to or in connection with or in support of other petroleum industries and all types of goods through electronic business. k. develop, improve on, land, to make it appropriate for commercial, industrial, agricultural purposes, and to dispose of the same pursuant to the objects of the company; or to separate the land into plots or parts and sell only the land or the structures thereon or both the land and the structures thereon; l. provide services of counseling, researching, hire of work, or undertaking by whatever means, to analyze for water, soil contaminated substances or others; treatment and transportation of hazardous or non-hazardous waste water, air, or industrial waste, disposal of waste, including garbage processing, disposal of radio-active waste; treatment of water, soil, and furnaces for waste treatment purposes; m. contract to produce, design, build, erect work relating to engineering, architecture, industry, facilities and safety enhancement products and to administer environment including engage in contracting to build buildings, commercial buildings, residences, offices, every type of industrial plants, roads, bridges, dams, tunnels, mines, oil and gas rigs, system for transporting goods by tube, infrastructure system and all other types of construction including civil works and erecting all types of equipment. n. build and administer businesses relating to communities and industrial estates; o. procure such infrastructure facilities as electricity, water on tap, treated water, demineralized water, steam (once permits therefore have been obtained) for the company's own use; or produce or distribute by any means such acquired infrastructure facilities as well as trading in related equipment; p. deal in port and goods depot businesses; q. deal in transportation, loading and unloading petroleum, liquefied natural gas, products derived from all kinds of petroleum, petro-chemical (more)