Thai Oil Public : Resolutions of the 2015 Annual General Meeting of Shareholders

(Translation)

(Translation)

Ref. TBK 01/0169 April 3, 2015

Subject: Resolutions of the 2015 Annual General Meeting of Shareholders
To : President of the Stock Exchange of Thailand
CC : Secretary-General of the Securities and Exchange Commission
Dear Sir,
Thai Oil Public Company Limited (the "Company") would like to report the resolutions of the
2015 Annual General Meeting of Shareholders held on Friday, April 3, 2015, 2.00 p.m. at
Bangkok Convention Center, 5th Floor, Centara Plaza Department Store, Ladprao, located at
1695 Phaholyothin Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900. The
Meeting resolved as follows:

Agenda Item 1 T o Ack n ow ledge the Co mp an y's 2014 Op eratin g Resu lts an d to Approve the Audited Financial Statements for the Year Ended December 31, 2014 Resolution The Meeting, by the majority votes of the shareholders who attended the meeting and casted their votes, resolved to acknowledge the Company's

2014 operating results and to approve the audited financial statements for the year ended December 31, 2014 with the following votes:

Approved	1,504,882,007	votes,	or	100.00%
Disapproved	45,500	votes,	or	0.00%
Abstained	823,677	votes

Agenda Item 2 To Approve the Dividend Paymen t f or the Comp an y's 2014 Operating Results Resolution The Meeting, by the majority votes of the shareholders who attended the meeting and casted their votes, resolved as follow:

1) Approved the dividend payment from the Company's operating results from January 1 to December 31, 2014 which will be paid to shareholders of total 2,040,027,873 shares at Baht 1.16 per share, totaling approximately Baht 2,366 million. After deduction of the interim dividend payment for the first half of 2014 performance at Baht 0.56 per share, totaling approximately Baht 1,142 million paid on September 26,
2014, the Company will pay the remaining dividend at Baht 0.60 per share, totaling approximately Baht 1,224 million. The dividend will be paid from the retained earnings with 30%, 23%, 20% and 0% Corporate Income Tax rate of Baht 0.27, 0.22, 0.08 and 0.03 respectively.

- 1 -

The Company will determine the right of shareholders who entitle to receive the remaining dividend on February 26, 2015 (Record Date) and will pay the dividend on April 29, 2015.
2) Acknowledged the interim dividend payment approved by the Board on August 29, 2014 at the rate of Baht 0.56 per share, totaling approximately Baht 1,142 million, which was paid on September 26,
2014.
The resolution comprised the following votes:

Approved	1,505,799,876	votes,	or	100.00%
Disapproved	39,300	votes,	or	0.00%
Abstained	105,012	votes

Agenda Item 3 T o App rove the 2015 R e mu n eration f or the Co mp an y's Dir ecto rs

ResolutionThe Meeting, by not less than two-thirdsof the total number of votes casted by the shareholders attended the meeting and had the rights to vote, resolved to approve the 2015 Remuneration for the Company's Directors as follows:

1. Retainer Fee 1.1 Retainer Fee for Directors
- Chairman	75,000 Baht/Month
- Vice Chairman (if appointed) - Directors	67,500 Baht/Month 60,000 Baht/Month
1.2 Retainer Fee for Board Committees Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, Risk Management Committee and other committees (if any)
- Chairman of the Committee	31,250 Baht/Month
- Directors of the Committee	25,000 Baht/Month
2. Per Attendance Fee for Board of Directors (only actual attendance) - Chairman - Vice Chairman (if appointed) - Directors	18,750 Baht/attendance 16,875 Baht/attendance 15,000 Baht/attendance
3. Annual Bonus	-None-
4. Other Remuneration	-None-

The resolution comprised the following votes:

Approved	1,505,287,077	votes,	or	99.95%
Disapproved	540,800	votes,	or	0.04%
Abstained	180,512	votes,	or	0.01%

- 2 -

Agenda Item 4 To Approve the 2015 Annual Appointment of Auditors and Determination of their Remuneration Resolution The Meeting, by the majority votes of the shareholders who attended the meeting and casted their votes, resolved to approve the appointment of auditors from KPMG Phoomchai Audit Ltd. One of the following auditors may audit and provide opinions on the Company's 2015 financial statements.

1. Mr. Winid Silamongkol
Certified Public Accountant Registration No.3378 or
2. Mr. Charoen Phosamritlert
Certified Public Accountant Registration No. 4068 or
3. Mr. Vairoj Jindamaneepitak
Certified Public Accountant Registration No. 3565 or
4. Mr. Waiyawat Kosamarnchaiyakij
Certified Public Accountant Registration No. 6333
The Meeting also resolved to approve the auditor's remuneration for
2015 quarterly review and annual audit as follows.

1. Audit Fee

- Annual audit fee and quarterly review fee in amount of 2,540,000 Baht.
- Other expenses which cover miscellaneous expenses during work period such as traveling, documentation and facsimile expenses, etc. per actual but not exceeding 10% of audit fee.

2. Non-Audit Fee (75,000 Baht per each certificate)

- Fee for reviewing the compliance with conditions of the BOI promotion certificate in amount of 75,000 Baht per each certificate.
The resolution comprised the following votes:

Approved	1,469,423,688	votes,	or	99.23%
Disapproved	11,445,358	votes,	or	0.77%
Abstained	25,189,343	votes

Agenda Item 5 To Approve the Appointment of New Directors in Replacement of those who complete their terms by rotation in 2015 Resolution The Meeting, by the majority votes of the shareholders who attended the meeting and casted their votes, resolved to approve the appointment of the following persons as the company directors.

(1) Mr. Chulasingh Vasantasingh, with the following votes:

Approved	1,477,287,400	votes,	or	98.11%
Disapproved	28,527,103	votes,	or	1.89%
Abstained	281,204	votes

- 3 -

(2) Ms. Chularat Suteethorn, with the following votes:

Approved	1,475,629,300	votes,	or	98.36%
Disapproved	24,546,528	votes,	or	1.64%
Abstained	5,919,879	vote

(3) Mr. Thosaporn Sirisumphand, with the following votes:

Approved	1,505,731,503	votes,	or	99.99%
Disapproved	76,300	votes,	or	0.01%
Abstained	287,904	votes,

(4) Mr. Atikom Terbsiri, with the following votes:

Approved	1,477,570,300	votes,	or	98.12%
Disapproved	28,238,403	votes,	or	1.88%
Abstained	287,004	votes

(5) Mr. Thammayot Srichuai, with the following votes:

Approved	1,477,543,800	votes,	or	98.12%
Disapproved	28,250,003	votes,	or	1.88%
Abstained	301,904	votes

Agenda Item 6 To Approve the change / amen d men t of the Co mp an y's Ar ticles of Association

ResolutionThe Meeting, by not less than three-fourthsof the total number of votes casted by the shareholders attended the meeting and had the rights to vote, resolved to approve the change/amendment of the Company's Articles of Association, Article 31 by repealing the current wordings and replacing them with the amended wordings, including any changes that may be recommended or required by Ministry of Commerce as follow:

"The authorized directors empowered to sign to bind the Company shall be (1) the Chief Executive Officer to singly sign together with the Company seal affixed; or (2) any other two (2) directors to jointly sign together with the Company seal affixed.

The Board of Directors shall have the authority to determine and amend the name of director(s) who is authorized to sign and bind the Company"

The resolution comprised the following votes:

Approved	1,464,455,972	votes,	or	97.24%
Disapproved	16,436,300	votes,	or	1.09%
Abstained	25,204,035	votes	or	1.67%

- 4 -

Agenda Item 7 Others

None
Yours truly,
Thai Oil Public Company Limited
----------------- Atikom Terbsiri
Chief Executive Officer and President

Corporate Management Support

Tel [phone] ext. 7312-7315

Fax [phone]

- 5 -