ข่าวแจ้งตลาดหลักทรัพย์

1600 / 132 / 2003 July 31, 2003 The Stock Exchange of Thailand 62, Ratchadapisek Road, Klongtoey Bangkok 10110 Subject : Explanation for the Board of Directors' Resolutions in respect to Capital reduction, Capital Increase, and Bonds issuance Attention : President of The Stock Exchange of Thailand As The Bangchak Petroleum Public Company Limited has reported the Board of Directors' resolutions at a meeting no. 8/2003 held on July 29, 2003 in respect to Capital reduction, Capital Increase, and Bonds issuance. To increase the investors' understanding and clarify for more details, the Company would like to inform the following : According to the Cabinet Meeting on July 8, 2003, the meeting has approved the Business and Financial restructuring plan in order to support and strengthen the Company's business operation. For the financial restructuring, it can be classified into 2 parts : First, the Company will acquire new long - term loans to replace the existing bonds which have tight payment schedule, in the amount not exceed 12,500 million baht. Second, the government will support the Company to raise 7,000 million baht of capital from the capital market, public and financial institutions, by guaranteeing or do any other measures to protect the initial capital issued by mutual funds, which are set up to invest in the Company's common shares and convertible debentures. The Company must be received the approval from the shareholders in order to complete the capital increase process and increase the investors' confidence. Topic 1 : Agree to propose the shareholder's meeting to approve the decrease of the Company's registered capital from 7,720,409,400 Baht to 5,220,409,400 Baht, by canceling 250,000,000 shares which have not been issued and sold, and the outstanding shares will be 522,040,940 shares, as well as, transfer of reserves and decrease of the registered capital from 5,220,409,400 Baht to 522,040,940 Baht, by reducing the par value of the shares from 10 Baht per share to 1 Baht per share, in order to compensate the accumulated loss of the Company. The Company would like to inform that such decrease of the registered capital will not affect the Company's book value, which equals to 7.30 Baht per share as of June 30, 2003. On the other hand, the Company can pay the dividend earlier since the Company's accumulated losses will reduce from 7,900 million Baht at the end of the first quarter to 600 million Baht or only 8% of total accumulated losses. Moreover, these will increase the investors' confidence in the future. Topic 2 : Agree to propose the shareholder's meeting to approve the increase of the Company's registered capital from 522,040,940 Baht to 1,682,040,940 Baht, by issuing 1,160,000,000 new common shares, having the par value of 1 Baht per share. The Company would like to inform that according to the preliminary study of capital increase alternatives of the Company's financial advisor, the common shares expected to be issued in this year will not exceed 300,000,000 shares. Such shares will be offered to the mutual funds, which are set up under the resolution of the Cabinet. The mutual funds will raise funds from the public and financial institutions with the condition that the Ministry of Finance will guarantee for the capital protected or do any other measures to protect the initial capital issued by the mutual funds. Currently, the Company's financial advisor is studying the details of volume and issuing price. For the rest of 860,000,000 shares, the Company requires the registration of such shares to support the exercise of right of the convertible debentures and warrants issued and offered in the long - run. For the oil prices situation, in third quarter, oil prices in the world market tend to increase. In addition, in the second quarter, the Company has expanded the business cooperation with PTT plc and Thaioil Co., Ltd., which resulted to the increase of the Bangchak refinery run rate to 72,000 barrels per day, or 15% comparing to that in the first quarter. The Company expects to increase the refinery run rate by another 10% -15% or 80,000 barrels per day in third quarter. Both factors positively affect the performance of the Company. Please be informed accordingly. Yours sincerely, (Kiatchai Maitriwong) Assistant Vice President, Corporate Planning Office Corporate Planning Office Tel: 0-2335-4583