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(F 53-4) Capital Increase Report Form The Bangchak Petroleum Public Company Limited March 19, 2004 We, The Bangchak Petroleum Public Company Limited, hereby report of the resolution of the Board of Directors no. 3/2547, held on March 19, 2004 in respect of a capital increase/share allotment as follows : 1. Capital increase: The meeting of the board of directors passed a resolution approving the increase of a registered capital of the Company from 843,143,461 Baht to 867,143,461 Baht by means of the issuance of 24,000,000 ordinary shares with a par value of 1 Baht each, totaling 24,000,000 Baht. 2.Allotment of new shares: The meeting of the board of directors passed a resolution approving the allotment of 24,000,000 ordinary shares with par value of 1 Baht each, totaling 24,000,000 Baht, the details of which are as follows: 2.1 The Details of allotment To support the exercise of subscription rights of the warrant issuing to directors, management, and employees in accordance with the ESOP, at the offering price of 0 Baht per warrant. For the date and time of subscription, the Board of Directors or any person authorized by the Board will consider and determine later. The details of the project are as follows; Issued Security : Warrants to purchase the newly issued common shares of the Company Type : Non - transferable, except for transfer to their heirs and "ESOP Plan Administrator" (Administrator) Amount : Not exceeding 24,000,000 Warrants Marurity : Not exceeding 5 years from the issuance date and pursuant to conditions specified by the Company Offering Price : 0 Baht Exercise ratio : 1 Warrant per 1 share, unless changed according to Conditions for Change of Exercise Right. Exercise price : 5 Baht per share, unless changed according to Conditions for Change of Exercise Right Exercise period : Every quarter within 5 years from the issuance date and pursuant to conditions specified by the Company 2.2 The Company's plan in case where there is a fraction of shares remaining - No shares remaining - 2.3 The number of shares remaining from the allotment is : - None -. 3. Schedule for shareholders meeting to approve the capital increase/allotment The annual general meeting of shareholders for the year 2004 is scheduled to be held on April 29, 2004 at 1.30 p.m. at the main conference room of the Company's head office. The share register will be closed for share transfer in order to determine the right to attend this meeting from April 8, 2004 at 12.00 a.m., until the meeting has been duly convened. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) : The issue of new warrants to directors, management, and employees of the Company and the Bangchak Green Net Co., Ltd. has to be approved by the Securities and Exchange Commission (SEC). 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase To support the exercise of subscription rights of the warrant issuing to directors, management, and employees of the Company and the Bangchak Green Net Co., Ltd. in accordance with the ESOP 6. Benefits which the Company will receive from the capital increase/ share allotment: To reward directors, management and employees for their hard working, and to promote and encourage those persons to dedicate their time and efforts to work with the Company effectively and continuously in the long term by creating an ownership atmosphere, which will help the Company to achieve the business goals resulting in better performance and higher profit per share 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 Dividend policy : The Board of Directors/ Shareholders' Meeting/ Company has the policy to allocate 50% of the net profit after taxes and legal reserves in each year as the dividend, unless there is any other necessary reason. 7.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends from the Company's business operations starting from : The Company can generate a net profit without the accumulated losses on the books and the General Shareholders Meeting passes the resolution to pay the dividend. 7.3 Others : - None - 8. Other details necessary for shareholders to approve the capital increase/share allotment: If all Warrants are exercised, the shareholding ratio of the existing shareholders will be diluted not exceeding 5 percent of all issued shares as of the date applying SEC. The degree of effects will be based on amounts of Warrants which have been exercised. However, the directors and employees may be benefited only when the shareholders are already benefited from the higher share prices according to the exercising conditions specified by the Company. 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: 1) Meeting of the Board of Directors March 19,2004 2) Closing Share Register Book April 8, 2004 3) General Shareholders' Meeting April 29, 2004 4) Capital Increase Registration Not specify 5) Allotment period for directors Not specify Management, and employees The Company hereby certifies that the information contained in this report form is true and complete in all respects. (Watcharapong Saisuk) Assistant Vice President, Corporate Planning Office