Bangchak PCL : Shareholders meeting's resolution

-TRANSLATION-

10000/034/2018

April 25, 2018

Subject : Report on the Resolutions of the 2018 Annual General Meeting of Shareholders Attention : President of the Stock Exchange of Thailand

Reference is made to the fact that Bangchak Corporation Public Company Limited (the "Company") held the 2018 Annual General Meeting of Shareholders on April 25, 2018, at 13.30 hrs. at Bai Mai Meeting Room of the Company's Head Office, 2098 M Tower Building, Floor 8, Sukhumvit Rd., Phra Khanong Tai, Phra Khanong, Bangkok 10260. The Meeting resolved the material matters, as follows:

Agenda 1 To acknowledge the Board of Directors report on 2017 performance statement. Resolution The meeting acknowledged the Board of Directors report on the 2017 performance statement.

Agenda 2 To consider and approve audited financial statements for the year ended

December 31, 2017.

Resolution The meeting, with the majority vote of the shareholders who attend the meeting and cast their votes at the meeting, resolved to approve the Audited Financial Statements for the year ended December 31, 2017 with the following votes:

Approved

923,708,459 votes, or 99.7516 %

Disapproved	2,299,600 votes, or	0.2483 %
Abstained	341,100 votes, or	- %
Voided Ballot	0 votes, or	- %

Agenda 3 To consider and approve the allocation of profit for dividend payments. Resolution The meeting, with the majority vote of the shareholders who attend the meeting and cast their votes at the meeting, resolved to approve in respect of the allocation of profit from unappropriated retained earnings for dividend payment for the second-half-year operations of 2017 at the rate of Baht 1.10 per share. Including the interim dividend for the first-half-year operations of 2017 at the rate of Baht 1.05 per share, the total 2017 dividend will be Baht 2.15 per share, totaling approximately Baht 2,960 Million. The dividend of 1.10 Baht per share paid from the net profit with 23% and 20% Corporate Income Tax, can becredited in accordance with Section 47 bis of the Revenue Code of Thailand. The Board of Directors had determined the date to list shareholders who are entitled to receive dividend on March 14, 2018. The dividend payment date is on May 7, 2018. The resolution comprised the following votes:

Approved	926,747,217 votes, or	99.9988 %
Disapproved	11,000 votes, or	0.0011 %
Abstained	14,900 votes, or	- %
Voided Ballot	3,250 votes, or	- %

Agenda 4 To consider and appoint new directors to replace the directors who have retired from office upon the expiration of their term of office.

Resolution The meeting, with the majority vote of the shareholders who attend the meeting and cast their votes at the meeting, resolved to re-appoint four directors who retired by rotation as follows:

(1) Mr. Pichai Chunhavajira, with the following votes:

(2)

Approved	879,801,893 votes,	or	94.9316 %
Disapproved	46,972,400 votes,	or	5.0683 %
Abstained	41,920 votes,	or	- %
Voided Ballot	3,250 votes,	or	- %

Mr. Krisada Chinavicharana, with the following votes:

Approved Disapproved Abstained Voided Ballot

878,376,993 votes, 48,394,900 votes, 44,320 votes, 3,250 votes,

or or or or

94.7781 5.2218 -

% % % %

(3) Mr. Teerapong Wongsiwawilas, with the following votes:Approved Disapproved Abstained Voided Ballot

879,797,793 votes, 46,973,500 votes, 44,920 votes, 3,250 votes,

or or or or

94.9314 % 5.0685 %

- -% %

(4)Mr. Chaiwat Kovavisarach, with the following votes:Approved Disapproved Abstained Voided Ballot

916,177,813 votes, 10,599,300 votes, 39,100 votes, 3,250 votes,

or or or or

98.8563 1.1436 - -

% % % %

Additionally, the meeting resolved to appoint a new director to replace those retired by rotation:

(1) Dr. Anuchit Anuchitanukul, with the following votes:

Approved	879,965,713 votes, or	94.9490 %
Disapproved	46,811,400 votes, or	5.0509 %
Abstained	22,500 votes, or	- %
Voided Ballot	19,850 votes, or	- %

Therefore, the Board of Directors, after the appointment, is consists of 15 members as follows:

1)	Mr. Pichai	Chunhavajira (Chairman, Independent Director)
2)	Mr. Surin	Chiravisit (Vice Chairman, Independent Director)
3)	Mr. Suthep	Wongvorazathe (Independent Director)
4)	Gen.Vitch	Devahasdin (Independent Director)

• 5) Adm.Sucheep Whoungmaitree (Independent Director)

• 6) Pol.Lt.Gen.Chaiwat Chotima

• 7) Lt.Gen.Thammanoon Withee

  (Independent Director) (Independent Director)

• 8) Mr. Krisada Chinavicharana (Independent Director)

• 9) Mrs. Prisana Praharnkhasuk

  (Independent Director)

• 10) Mr. Teerapong Wongsiwawilas (Independent Director) (Director)

11) Dr. Prasert	Sinsukprasert
12) Mr. Prasong	Poontaneat
13) Dr. Anuchit	Anuchitanukul
14) Mr. Jarin	Chakkaphark
15) Mr. Chaiwat	Kovavisarach

(Ministry of Finance representative) (Ministry of Finance representative) (Social Security Office representative) (President and Chief Executive Officer and Secretary to the Board of Directors)

Agenda 5 To consider and determine the directors' remuneration.

Resolution The meeting, with the vote of not less than two-thirds of the total number of votes of the shareholders attending the meeting, resolved that the 2018 Directors' remuneration be approved as follows:

1) Monthly Remuneration and Meeting Allowance (same as 2017)

The Board of Directors	Monthly Remuneration (Baht/person)	Meeting Allowance (Baht/person/time) (Only for attending directors)
The Board of Directors	30,000	30,000
The Sub-Committees
1. The Audit Committee	10,000	15,000
2. The Nomination and Remuneration Committee	-	15,000
The Board of Directors	Monthly Remuneration (Baht/person)	Meeting Allowance (Baht/person/time) (Only for attending directors)
3. Enterprise-wide Risk Management Committee	-	15,000
4. Corporate Governance Committee	-	15,000
5. Other committees that may be appointed in the future by the Board as seen fit and necessary	-	15,000

The Chairman of the Board of Directors and the Chairman of the Sub-Committees shall receive monthly remuneration and meeting allowances higher than those of members by 25 percent, whilst the Vice Chairman of the Board of Directors shall receive monthly remuneration and meeting allowances higher than those of members by 12.5 percent respectively.

2)

Bonus (same as 2017)

0.75 percent of the net profit, but not over 3,000,000 Baht/year per director. The calculated amounts are to reflect individual periods of service. Moreover, the Chairman and Vice Chairman shall receive the bonus higher than those of members by 25 percent and 12.5 percent respectively.

3) Other Remunerations

Group health insurance: in-patient (IPD) and out-patient (OPD) with annual premium not over 50,000 Baht (excluding vat) per director.

The resolution comprised the following votes:

Approved	875,348,779 votes,	or	94.4449 %
Disapproved	51,432,839 votes,	or	5.5493 %
Abstained	48,680 votes,	or	0.0052 %
Voided Ballot	4,365 votes,	or	0.0004 %

Agenda 6 To consider and approve the appointment of the Auditor and determination of the audit fee.

Resolution The meeting, with the majority vote of the shareholders who attend the meeting and cast their votes at the meeting, resolved to appoint Mr. Charoen Phosamritlert, Certified Public Accountant Registration No.4068 or Mr. Waiyawat Kosamarnchaiyakij, Certified Public Accountant Registration No.6333 or Ms. Dussanee Yimsuwan, Certified Public Accountant Registration No.10235 of KPMG Phoomchai Audit Ltd. as the Company's auditors for the year 2018 and the 2018 fee is 1,917,000 Baht, excluding out of pocket expenses such astransportation, communication, post, duty stamp, photocopying etc., but not exceeding 10% of the audit fee. The resolution comprised the following votes:Approved

926,517,878 votes, or 99.9944 %

Disapproved	51,800 votes, or	0.0055 %
Abstained	168,420 votes, or	- %
Voided Ballot	120,965 votes, or	- %

Agenda 7 To consider and approve the issuance and offering of new ordinary shares by BBGI Company Limited (BBGI) to directors, management and employees of

BBGI and its subsidiaries.

Resolution The meeting, with the vote of not less than three-quarters of the total number of votes of the shareholders who attend the meeting and are entitled to vote, resolved to approve the issuance and offering of new ordinary shares by BBGI to directors, management and employees of BBGI and its subsidiaries as proposed; moreover, there was no objection by any shareholders holding in aggregate of more than 10 percent of the total votes of shareholders present and eligible to vote. The resolution comprised the following votes: 874,152,573 votes, or 94.3106 %

Approved
Disapproved	52,658,640 votes, or	5.6812 %
Abstained	71,500 votes, or	0.0077 %
Voided Ballot	3,250 votes, or	0.0003 %

Agenda 8 Other Business (if any)

Please be informed accordingly.

Yours sincerely, -signed-

(Mr. Chaiwat Kovavisarach) President and Chief Executive Officer

The Secretary to the Board of the Directors Division

Tel: [phone]

Fax: [phone]