SHAREHOLDERS MEETING IN 1998 AND OMIT DIVIDEND PAYMENT

1600/009/2541 March 23, 1998 The Stock Exchange of Thailand 7th Floor, Sindhorn Tower 1 132 Wireless Road Bangkok 10330 Attention : Vice President of the Listing Department Subject : Report on the Board of Directors Resolutions for the 1998 Annual General Shareholders Meeting Dear sir , The Bangchak Petroleum Public Company Limited would like to Report on the Board of Directors Resolutions at the meeting #3/1998 that the 1998 Annual General Shareholders Meeting shall be held on April 27,1998 at 1.00 p.m. to consider the agenda for the meeting as follow : 1. To consider and adopt the Minutes of the 1997 Annual General Shareholders Meeting. 2. The Board of Directors to report the Company's operating performance in 1997 for acknowledgement. 3. To consider and approve the Balance Sheet and the Statement of Income for the year ended December 31, 1997 and Auditors'Report. 4. To consider and approve the appropriation of profit and the distribution of dividend from the operating result of fiscal year 1997. 5. To consider and elect new Directors to replace those who retire upon the expiration of the term of office. 6. To consider the appointment of and fix the remuneration for the Auditor. 7 To consider and approve the Company to issue debentures by (1) increasing the amount from Baht 5,000 million to Baht 8,000 million, and that in the event of short term debentures of less than 270 days that have been redeemed, to re-issue additional ones not exceeding the authorized amount; and by (2) changing the type of debentures from +Unsecured" to +Secured and/or Unsecured". Apart from these changes, all the other terms and conditions that were previously approved in the 1997 Annual General Shareholders Meeting shall be maintained. 8. To consider other business, if any. Therefore, the date for closing the Company share register for the right to attend the General Shareholders Meeting will be on April 7, 1998 at 12.00 a.m.until the meeting will finish. For the dividend payment, due to the impact from the foreign exchange loss resulting from the Baht floatation, the Company incurred a net loss of Baht 3,785 million in the year 1997 and from this, an accumulated loss in Retained Earnings which, according to the law and regulations, the Company will not be able to pay any dividend this year. Yours sincerely, (Mr. Rabil Pornpatkul) Senior Manager, Corporate Planning Office Corporate Planning Office Tel : 301-2842