The Minutes of the 2008 Annual General Meeting of shareholders The Bangchak Petroleum Public Company Limited The Meeting Commenced at 13.

Transcription

1 The Minutes of the 2008 Annual General Meeting of shareholders The Bangchak Petroleum Public Company Limited The Meeting was held on Friday April 25, 2008 at the main conference room of the Company s Head Office, located at 210 Sukhumvit 64 Rd., Phrakanong, Bangkok. The Meeting Commenced at Hours Before the commencement of the Meeting, the slide multi-vision of the operating results for the 2007 fiscal year was shown. There were 298 shareholders (150 in person and 148 by proxy) holding 583,924,066 shares or per cent of the Company s total outstanding shares. Therefore, a quorum was formed in accordance with the Company s Articles of Association. General Tawat Ked-Unkoon, Chairman of the Board of Directors, was Chairman of the Meeting and Mr. Anusorn Sangnimnuan, President and Secretary to the Board of Directors, was Secretary to the Meeting. There were the directors, the executive officers altogether with the auditor attended the Meeting as follows; Directors present : 1. General Tawat Ked-Unkoon Chairman of the Board of Directors 2. Mr. Chai-Anan Samudavanija Vice Chairman and Chairman of the Nomination and Remuneration Committee 3. Mr. Anusorn Tamajai Director and Chairman of the Audit Committee 4. Mr. Nipon Surapongrukchareon Director, Audit Committee, and Chairman of the Enterprisewide Risk Management Committee 5. Mr. Wirat Iam-Ua-Yut Director, Audit Committee, and Chairman of the Corporate Governance Committee 6. Miss Pranom Kowinwipat Director and Audit Committee 7. Mr. Nares Sattayarak Director 8. Mr. Apisit Rujikeatkamjorn Director 9. Mr. Chaivat Churitti Director 10. Mr. Tevin Vongvanich Director 11. Mr. Sayan Satangmongkol Director 12. Mr. Anusorn Sangnimnuan President and Secretary to the Board of Directors Executive officers present : 1. Mr. Vichien Usanachote Senior Executive Vice President / Refinery Business 2. Mr. Patiparn Sukorndhaman Senior Executive Vice President / Accounting and Finance 3. Mr. Wattana Opanon-Amata Senior Executive Vice President / Corporate Administration and Information Technology 4. Mr. Yodphot Wongrukmit Executive Vice President / Retail Marketing - 1 -

2 Auditor present : Mr. Chaiyuth Angsuwithaya A.M.T. & Associates Company Limited The Chairman welcomed shareholders and holders of BCP-DR1 who attended the Meeting and assigned Mr. Anusorn Sangnimnuan, President to inform the agenda and casting method of vote for each Agenda. The President informed that the Company had posted an announcement on the Company s website and The Stock Exchange of Thailand s channel inviting shareholders and holders of BCP-DR1 to propose qualified candidates for the Company directors position, any matters for the board to consider to be included in the Annual General Meeting s agenda and questions concerning the proposed agenda in advance. However, there were no propositions sent to the Company. Afterwards, the President briefed voting procedures in order to vote on the following agenda: For shareholders of ordinary shares or BCP, the vote shall be counted only for disagreement or abstention vote, which shall be deducted from the total votes in the Meeting and the rest of the votes shall be counted as approval for each agenda. In case of proxy, the officer shall count for the vote which stated in the proxy. However, if shareholders do not specify or clearly specify voting intention, proxy then shall be authorized to consider matter(s) as appropriated by showing their hands for disagreement or abstention and the officer shall count the vote. For the holders of BCP-DR1, the holders of the warrants have voted through Siam DR Company Limited in advance according to Terms and Conditions of the Prospectus. The attending holders of the warrants, as only observers to receive information from the Company, did not receive voting cards accordingly. According to Articles 17 of the Company s Articles of Association, the voting shall be 1 share per one vote. In case the votes are equal, the Chairman of the Meeting shall have a casting vote. In order to promote clarity and transparency in the casting of votes for each topic of the agenda as in compliance with the Company s Corporate Governance Policy, the Company also invited Mr. Sakchai Vathanadaechakul, a representative from the A.M.T. & Associates Company Limited, the Company s auditor, to be a witness for monitoring the verification of required documents, voting process and the result of votes and resolution. This is to ensure the transparency and to comply with laws and Company s regulation. agenda : The Chairman then declared the Meeting opened and proceeded with the following - 2 -

3 Agenda No. 1 To consider and adopt the Minutes of the 2007 Annual General Meeting of Shareholders. The Chairman proposed the Meeting to consider and adopt the Minutes of the 2007 Annual General Meeting of Shareholders held on April 27, The copy of the minutes was submitted to the Shareholders together with the Meeting s invitation letters. Shareholders in the Meeting neither opposed nor proposed to amend the Minutes of the Meeting. The Chairman then proposed the Meeting to vote. The result of voting was as follows: No. of Votes Percentage Agreed 583,845, Disagreed Abstained 242, the Meeting approved the Minutes of the 2007 Annual General Meeting of Shareholders by the majority vote of the Meeting. Agenda No. 2 To acknowledge the Board of Directors report on the Company s Operating Performance in the year 2007 The Chairman requested Mr. Anusorn Sangnimnuan, the President, to present the report on the Company s performance for the year The President reported that the total incomes of the Company and its subsidiary for the year 2007 were Baht 95,456 million. The Company s EBITDA was Baht 4,066 million with net profit of Baht 1,764 million, which increased due to the increase of oil price which resulted in Inventory Gain of Baht 1,857 million. However, this year EBITDA will be Baht 2,209 million, excluding the Inventory Gain. The EBITDA of Refinery Business was Baht 3,768 million and the Gross Refinery Margin (GRM) was 5.10 USD/BBL, with the inventory gain of 1.91 USD/BBL. Then, the adjusted Gross Refinery Margin (GRM) was 3.19 USD/BBL closing to the 2006 GRM which was 3.05 USD/BBL. And the Company s crude run was at 66,300 Barrel per day increasing from the last year. The EBITDA of the Marketing Business was Baht 209 million, with an average marketing margin 26.1 Satang per liter decreasing from the last year 38.5 Satang per liter, since the oil price sharply increased at the end of last year, oil companies were not able to raise the retail price in line with its cost. The marketing business sales volume equalled 51,900 Barrel per day, slightly increased from volume of last year

4 The progress of the PQI project starting from May, 2006, is presently at 85%, with the installation of various major equipments, such as steam turbines, generators, the distillation columns, furnaces, heat exchangers and compressors for the main production units, namely the vacuum distillation unit, hydrogen plant, hydro cracking unit, as well as other units. Much of the remainder of the work involves assembly and the installation of various piping, electrical and control systems, which are expected to commissioning in the forth quarter of Moreover, the Company also prepared for the project in many areas, from the supply of crude oil, product marketing, existing refining unit improvement, personnel training and development to the public relations with communities and investors. This is to ensure that on completion of the project, the production shall immediately start and generate income. The company also engaged into a contract with PTT Plc., to purchase natural gas, power and steam from PTT s utility project in order to reduce the energy cost, strengthen the project s power security and take a good care of the environment. Presently, the utility project s construction was started and expected to be complete in the beginning of year After the completion of the PQI project, Bangchak refinery will become a complex refinery which capitalizes on the latest hydro cracking technology. The technology allows the higher ratio of high-value oil from the refining. Furthermore, it would also bring down the Company s utility cost to the same level as other refiners, which will increase the company s profit. The Chairman asked the Meeting if there were any questions or comments. When there was no proposal or query, the Chairman concluded as follows: The Meeting acknowledged the Board of Directors report on the Company s Operating Performance in the year Agenda No. 3 To consider and approve the Balance Sheets and the Statements of Income for the year ended December 31, 2007 and the Auditor s Report. The Chairman proposed that the Meeting considered and approved the Company and subsidiary s Balance Sheets and the Statements of Income for the year ended December 31, 2007 and the Auditor s Report, which was reviewed and endorsed by the Company s Audit Committee and also certified by the Company s auditor, A.M.T. & Associates, as being correct in accordance with the generally accepted auditing standard, with the remark on the change in accounting policy for investments in subsidiaries from the equity method to the cost method in the Company s financial statements in order to be in line with the accounting standard. The details were stated in the Notes to financial statements No The Company auditor reviewed the revised item and opinioned that it was appropriate properly

5 The Chairman asked the Meeting if there were any questions or comments. When there was no proposal or query, the Chairman then proposed the Meeting to vote and concluded as follows: No. of Votes Percentage Agreed 584,074, Disagreed Abstained 242, The Meeting unanimously approved the Company and subsidiary s Balance Sheets and the Statements of Income for the year ended December 31, 2007 and the Auditor s Report by the majority vote of the Meeting. Agenda No. 4 To consider and approve the Appropriation of profit and distribution of Dividend from the Operating Results of the fiscal year The Chairman asked Mr. Anusorn Sangnimnuan, the President, to report on the topic. The President informed that the Company had net profit of Baht 1,764 million in the year 2007 or Baht 1.58 per share. As the oil price skyrocketed, the Company had to reserve cash from the profits to buy crude oil which was climbing up continually. (Excluding inventory gain, the Company s net profit was at Baht 0.41 per share) Moreover, the additional cash flow would be required for the PQI Project start up and investment plan to add value for the Company s new business in the future. As a result it was appropriate to propose to the shareholders for approval in respect of the dividend payment from the operating results of the fiscal year 2007 at the rate of Baht 0.30 per share. The Chairman asked the Meeting if there were any questions or comments. There was a question as follows: Shareholder : What are the Company s new business investments? (Mr. Anucha Saetung) President : The Company has invested in a biodiesel plant project at Bang Pa- In, capable of producing 300,000 liters per day, in order to meet the demand of biodiesel for the production of PowerD (B2) and the PowerD B5 which has expanded nation-wide, and are presently popular. When there was no more proposal or query, the Chairman then proposed the Meeting to vote and concluded as follows: - 5 -

6 No. of Votes Percentage Agreed 584,411, Disagreed 10, Abstained 242, By the majority vote, the Meeting unanimously approved the Appropriation of profit and distribution of Dividend from the Operating Results of the fiscal year 2007 at the rate of Baht 0.30 per share. For the determining the shareholders entitled to receive the dividend, the registration book shall be closed from am of April 4, 2008 until the adjournment of the meeting. The dividend shall be paid to shareholders on May 9, Agenda No. 5 To consider and elect the directors in replacement of those retired by rotation. The Chairman informed the meeting that to enhance good corporate governance, the Directors who might have conflict of interest of this agenda shall not present in the meeting. Three Directors retired by rotation and nominated to serve another term, who have conflict of interest in this agenda, would like to excuse themselves from the meeting. The Chairman reported that according to the Company s Articles of Association No. 20, in every Annual General Meeting, one-third of the Directors shall resign. In case of the number of Directors could not be divided into three parts, thus the number nearest to one-third shall resign, and the Directors holding the longest period would resign first. The outgoing Directors may be re-elected. For this year, the four retiring Directors were Mr.Sathit Limpongpan, Mr.Wirat Iam-Ua-Yut, Miss Pranom Kowinwipat and Mr.Anusorn Sangnimnuan. For nominating the directors, the company made an announcement to invite shareholders to propose the qualified candidates for the director s positions via the Stock Exchange of Thailand s media and also on the Company s web site ( from October 4 - December 31, The consequence is none of candidates were proposed. The Board of Directors, excluding the Directors who might have conflict of interest, considered and opined that the four retiring directors are qualified, with leadership, vision, ethics and good working records. They are also competent and have experience which is beneficial for the Company and in line with the Company s goal and strategy. For the entire period of their duties, they demonstrated responsibility, accountability and devoted sufficient time to governance the Company. However, the Ministry of Finance proposed Mr. Thevan Vichitakul who is qualified to act as a new Director of the Company in place of Mr. Sathit Limpongpan. Therefore, the Board of Directors, based on the matters proposed by the Ministry of Finance, agreed to propose Mr.Thevan Vichitakul to act as - 6 -

7 a new Director of the Company in place of Mr. Sathit Limpongpan who retired and appoint Mr. Wirat Iam-Ua-Yut, Miss Pranom Kowinwipat and Mr. Anusorn Sangnimnuan to be re-elected as directors. The Chairman then explained that in order to be in line with good corporate governance principles in the part of holding shareholders meetings, indicated that in the agenda of the appointment of directors, a ballot will be passed and collected from all attending shareholders, inclusive of all approvals, disapprovals or abstains. The Chairman introduced biographies of the nominated directors for shareholders consideration and voting for each director separately. The Chairman asked the Meeting if there were any questions or comments. When there was no proposal or query, the Chairman then proposed the Meeting to vote and concluded as follows: 1. Mr. Thevan Vichitakul No. of Votes Percentage Agreed 584,339, Disagreed 247, Abstained 94, Mr. Wirat Iam-Ua-Yut No. of Votes Percentage Agreed 584,348, Disagreed 243, Abstained 94, Miss Pranom Kowinwipat No. of Votes Percentage Agreed 584,349, Disagreed 243, Abstained 94, Mr. Anusorn Sangnimnuan No. of Votes Percentage Agreed 584,349, Disagreed 243, Abstained 94,

8 The Meeting approved the appointment of to act as Directors of Mr. Thevan Vichitakul, Mr. Wirat Iam-Ua-Yut, Miss Pranom Kowinwipat, and Mr. Anusorn Sangnimnuan to act as Directors of the Company by the majority vote of the Meeting. Remark : The Chairman requested the officer to invite Directors who might have conflict of interest return to the meeting. Agenda No. 6 To consider in fixing Directors Remuneration the topic. The Chairman requested Mr. Anusorn Sangnimnuan, the President, to report on The President reported to the Meeting that according to the 2007 Annual General Meeting of Shareholders, held on April 27, 2007, the shareholders has passed the resolution in fixing the directors remuneration in the same rate as that of the year 2006 and the shareholders determined to fix the remuneration in this rate for further until their resolved to amend. In this year, based on the Nomination and Remuneration Committee s opinion, the Board of Directors reviewed the remuneration for the Company s Directors and found that its current rates are appropriate for their job responsibilities, on par with what given by other listed companies in similar industry and size as stated in the Survey on Remuneration of the Listed Companies Directors by Thai Institute of Directors Association and related to the Company s Operating Performance. The Board of Directors thus agreed to propose to the shareholders for approval of the payment for the directors remuneration for the year 2008 at the same rate presently paid. 1) Monthly Remuneration and Meeting Allowance The Board of Directors - Monthly Remuneration 10,000 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) - 8 -

9 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, shall be 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 allowance higher than that of director members by 25 percent, whilst the Vice Chairman of the Board of Directors shall receive monthly remuneration and meeting allowance higher than that of director members by 12.5 percent. 2) Bonus Bonus for the Board of Directors shall be determined and paid at the rate 1.5 percent of net profit, but not over 9,000,000 Baht/year for all directors. Moreover, the Chairman and Vice Chairman shall receive the bonus higher than that of director members by 25 percent and 12.5 percent respectively. The Chairman asked the Meeting if there were any questions or comments. When there was no proposal or query, the Chairman then proposed the Meeting to vote and concluded as follows: No. of Votes Percentage Agreed 584,444, Disagreed 242, Abstained The Meeting with more than two-thirds of the total votes of shareholders or proxies attending the meeting and entitled to vote approve the directors remuneration for the year 2007 at the same rate presently paid. Agenda No. 7 To consider the appointment of the auditor and fix the remuneration for the auditor. The Chairman asked Mr. Anusorn Tamajai, the Chairman of the Audit Committee, to report on the topic. The Chairman of the Audit Committee reported to the Meeting that according to the Public Limited Company Act, Clause 120, indicated that In every Annual General Meeting, the shareholders have to appoint and fix the remuneration for auditor (s) and auditor (s) of preceding year can be re-elected

10 With regard to principles of Good Corporate Governance, the Company formulated policy on auditor rotation which has been stipulated for every 3 years so as to enhance stability of the internal control as well as independence of the auditor in auditing the Company s financial statements. Currently the Company's auditor is Mrs. Natsarak Sarochanunjeen, a certified Public Accountant of Thailand, Number 4563 from A.M.T. & Associates. She has worked excellently as the Company s auditor for one year from year 2007 to present. The Audit Committee has selected a new auditor for the company and also considered the appropriate fee for the auditor, and has agreed to nominate A.M.T. & Associates as the company's auditor continuing from year 2007 due to its quality of work which has been satisfying. The Board therefore agreed to nominate Mrs. Natsarak Sarochanunjeen, a certified Public Accountant of Thailand, Number 4563 or Mrs. Kesree Narongdej, a certified Public Accountant of Thailand, Number 76 as alternate in case a need to change the auditor arises during a period ahead of the next Annual General Meeting of shareholders, as an auditor for the year 2008 and fix the remuneration for the auditor in the year 2008 not exceed Baht 1,100,000 which is the amount of the fee for the year Thereafter, the Chairman of the Audit Committee presented biographies of Mrs.Natsarak Sarochanunjeen and Mrs. Kesree Narongdej. Both of them have had a long of experience in auditing financial statements. In addition, they can express comments on an independent viewpoint and also have no direct or indirect benefit from, or interest in, the finance and management of the Company. The Chairman asked the Meeting if there were any questions or comments. When there was no proposal or query, the Chairman then proposed the Meeting to vote and concluded as follows: No. of Votes Percentage Agreed 584,444, Disagreed Abstained 242, By the majority vote, the Meeting unanimously approved the appointment of Mrs.Natsarak Sarochanunjeen, a certified Public Accountant of Thailand, Number 4563 and Mrs. Kesree Narongdej, a certified Public Accountant of Thailand, Number 76 from A.M.T. & Associates, as the auditor of the company for the year 2008 and fixed the auditor s annual remuneration for the year 2008 at the rate not exceed Baht 1,100,000 same as that of the last year

11 Agenda No. 8 To consider and approve the amendment to Article 3 of the Company s Memorandum of Association (a purpose of the Company). The Chairman requested Mr. Anusorn Sangnimnuan, the President, to report on the topic. The President reported to the Meeting that The Company set the development direction of the Company for complimentary high-value business and progress by invest in developing new business which has good rate of returns and help to reduce the risk from the oil business cycle effect. The new business may be related and not related to the existing business. At present, the Company s Memorandum of Association (a purpose of the company for operating business) no. 6 indicated that To invest in shares in other businesses by any mean which have the same purpose or which are similar or related or successive to the Company s business or invest in other securities or other guarantees which is limited and does not cover the new business operating not related to the existing business. The Board of Directors thus deemed appropriate to propose to shareholders for approval the amendment of the Company s Memorandum of Association Article 3 (a purpose of the company) in order that the Company is able to develop the new business which is both domestic and international as well as both relevant and irrelevant to the current business so as not to contradiction with the purpose of the Company. Therefore, the purpose of the Company in paragraph 6 will be amended as follows: " To invest in shares in other businesses by any mean or to invest in other securities or other guarantees or enter into other businesses or joint venture with other person or to give the right other person enter into business or joint venture or to be partner with limited liability in a limited partnership or to be the shareholder both of domestic and oversea limited company and public company limited" The Chairman asked the Meeting if there were any questions or comments. There was a proposal as follows: Shareholder : Suggested that the Company exercise caution in its new business (Mr. Hangchai Akkawassakul) investments and securities. When there was any more proposal or query, the Chairman then proposed the Meeting to vote and concluded as follows:

12 No. of Votes Percentage Agreed 582,536, Disagreed 1,927, Abstained 242, The Meeting with more than three-fourths of the total votes of shareholders or proxies attending the meeting and entitled to vote approve the amendment to Article 3 of the Company s Memorandum of Association (a purpose of the company). Agenda No. 9 Other Business (if any) The Chairman asked the Meeting if there were any matters to the Meeting to consider. However, there were no proposition. The Chairman asked the Meeting if there were any questions or comments. There were questions as follows: Shareholder : Suggested the following: (Mr. Krissana Soisaeng) 1. The Company should consider pushing the government to increase the price difference between the PowerD B5 and conventional diesel to 2 baht, in order to benefit Thai people, especially agriculturists who are much dependent on diesel fuels. 2. The Company had better establish clear policies in promoting greater publicity for the aforementioned product, according to the Company policy to increase revenue through the sale of lubricants. Shareholder : Proposed that the Company should be able to directly procure crude (Mr. Prateung Boonrod) palm oil from agriculturists who are members of cooperatives after the commencement of processing activity at the Biofuel s biodiesel plant. Shareholder : Inquired about risk management measures in the case that (Mr. Suppakorn refining margins sharply drop after the completion of the PQI Shinpongpaibul)

13 President : Informed that the Company closely monitors the refining margin in the future oil market and some position has been hedged for the period following the completion of the PQI. Shareholder : Expressed their gratitude to the Board of Directors and Executive (Mr. Hangchai Officers who have applied the principle of the Sufficiency Economy Akkawassakul) Philosophy, allowing the Company to overcome crisis, and attaining a level of stability that has earned itself a niche in Thai society in the present. Once there was no other enquiry or suggestion the chairman then extend his thanks to the shareholders and holders of BCP-DR1 for joining to observe and he also announces that should shareholders have any question or comment, they may contact the company through an Investor Relationship Officer at tel , 85 or at address: ir@bangchak.co.th. The Company s also established channels to receive the report of wrongdoings or complaints regarding unlawful or unethical acts, falsified financial reports or defective internal control systems and the procedures to improve the effectiveness of the stakeholders participation in overseeing the company s interests. The whistle blowers are able to send electronic mails to ico@bangchak.co.th or postal mails to Internal Control Office, The Bangchak Petroleum Plc, 210 Sukhumvit 64, Bangchak, Pra Khanong, Bangkok The Chairman then closed the meeting. The Meeting was adjourned at hours. After hours, there were additional Shareholders registered to attend the Meeting having the Shareholders in person added up to 173 shareholders and by proxies added up to 171 shareholders, making a total of 344 shareholders present at the Meeting with a total of 584,811,388 shares. This is equal to per cent of the Company s total outstanding shares. (Signed) General Tawat Ked-Unkoon Chairman (General Tawat Ked-Unkoon) Chairman of the Board of Directors (Signed) Anusorn Sangnimnuan Secretary to the Board of Directors (Anusorn Sangnimnuan) President