ข่าวแจ้งตลาดหลักทรัพย์
THE 2000 SHAREHOLDERS MEETING RESOLUTION
1600 / 027 / 2000
April 24, 2000
The Stock Exchange of Thailand
62, Ratchadapisek Road, Klongtoey
Bangkok 10110
Attention : President of The Stock Exchange of Thailand
Subject : The 2000 Annual General Shareholders Meeting Resolutions.
Dear sir ,
As The Bangchak Petroleum Public Company Limited holded its 2000 Annual
General Shareholders Meeting on April 24, 2000 at 1.00 p.m., at the Meeting Room of
Building 4, Bangchak Refinery, 210 Sukhumvit 64 Road, Phrakanong, Bangkok.
We wish to inform the resolutions of this meeting as follow :
1. Certify the Minutes of the 1999 Annual General Shareholders Meeting.
2. Acknowledge the Report on Company's operating performance in 1999.
3. Approve the Balance Sheet, the Statement of Income and Auditors'
Report for the year ended December 31, 1999.
4. Due to the company had a loss in Retained Earnings after having deducted
the loss on foreign exchange since 1997, no dividend will be paid this year.
5. Elected Mr.Chirayu Isarangkun na Ayuthaya, Mr.Prasert Bubsumpun,
Mr.Wanchai Thanittiraporn and Mr. Sirichai Sakornratakul to be directors.
6. Appoint the Office of the Auditor General as the Company's auditors for the
fiscal year 2000 and fix its remuneration in the amount of Baht 800,000
per annum.
7. Approve the companys issuance of non-subordinated debentures, secured and
unsecured, with maturity not exceeding 10 years in Baht currency and/or foreign
currency equivalent to not over Baht 8,000 million. (If within this amount, short
term debentures of not over 270 days are issued and later redeemed, it is
permitted that new short-term debentures can be re-issued). The debentures are
to be offered to the general public and/or as private placement and/or to foreign
institution investors. The sale of such instrument can either be in one lot or in
partial amounts and can be made domestically or in foreign countries. The
conditions and details of debentures, such as amount, currency of issued
debenture, par value, offering price, interest rate, right of redemption prior to
maturity, period of the offer, method of allocation of debentures and other details
will be in the discretion of the Board of Directors to set forth, as deemed
appropriate to the situation of the prevailing financial market. The purpose of
this debenture offering is to refinance the existing loan which is due for
repayment and also for financing the Companys future business.
8. Approve the company increase the registered capital of the Company from Baht
5,220,409,400 to Baht 7,720,409,400 by issuing new ordinary shares in the amount of
250,000,000 shares, of par value of Baht 10. The offering of the said new shares will
be made to the public.
In addition, the Board of Directors or the people authorized by the Board of
Directors have the power to establish or change the details and conditions
related to the share offering; such as the offering price, the period of the offer,
the allocation and offering methods and other details. They shall also have the
power to appoint a financial advisor and underwriters and to enter into, sign,
correct, and negotiate contracts, agreements and/or other documents and to
contact, give information to, and file documents with the Office of the Securities
and Exchange Commission, the Stock Exchange of Thailand and/or any other
agencies concerned with this public offer of shares.
9. Approve the amendment of Clause 4 of the Memorandum of Association of the
Company to be consistent with the increase in the registered share capital.
Clause 4 Registered capital Baht 7,220,409,400(Seven thousand two hundred
and twenty million four hundred and nine thousand four hundred Baht)
divided into 722,040,940 Shares (Seven hundred and twenty-two
million forty thousand and nine hundred forty Shares)
Par value per share Baht 10 ( Ten Baht)
which comprised of :
- ordinary shares 722,040,940 Shares
(Seven hundred and twenty-two million forty thousand and nine
hundred forty Shares)
- preferred shares - none - shares ( - )
Please be informed accordingly.
Yours sincerely,
(Mr. Rabil Pornpatkul)
Senior Manager, Corporate Planning Office
Corporate Planning Office
Tel : 301-2842