Bangchak Public : Notification of the resolution of the Board of Directors' meeting regarding the dividend payment, schedule for 2020 Annual General Meeting of Shareholders, and disclosure of the notice on the Company's website

-TRANSLATION-

No. 10000/008/2020

February 20, 2020

Subject : Notification of the resolution of the Board of Directors' meeting regarding the dividend payment, schedule for 2020 Annual General Meeting of Shareholders, and disclosure of the notice on the Company's website

Attention : President of the Stock Exchange of Thailand

Attachment : 1. Preliminary Information of the BBGI Employee Stock Option Programme for the Benefit of Directors, Management and Employees of BBGI Public Company Limited ("BBGI") and its Subsidiaries ("BBGI ESOP Scheme")

2. Preliminary Information of the BBGI Employee Stock Option Programme for the Benefit of Directors, Management and Employees of Bangchak Corporation Public Company Limited ("BCP") and Khon Kaen Sugar Industry Public Company Limited ("KSL")

The Board of Directors' Meeting No. 3/2020 of Bangchak Corporation Public Company Limited (the "Company") held on Thursday, February 20, 2020, has resolved to approve the following material matters:

1. Approved to propose to the Company's Annual General Meeting of Shareholders for Year 2020 for approval in respect of the allocation from unallocated retained earnings for dividend payment for the second half of 2019 at THB 0.30 per share. Once the interim dividend payout of the first half of 2019 of THB 0.50 per share is combined with that of the second half of 2019, the annual dividend payout amounts to THB 0.80 per share, equivalent to about THB 1,095 million. The record date is defined as March 5, 2020, and the dividend payment date is April 24, 2020. However, this dividend entitlement is subject to the prior approval of the Annual General Meeting of Shareholders.
   Remarks: The total dividends and number of shares to qualify for dividends for the second half of 2019 could decrease if the Company repurchased more of its shares before the record date.
2. Schedule the date for the 2020 Annual General Meeting of Shareholders on Friday, April 10, 2020 at 13.30 hrs. at Bai Mai 1-4 Meeting Room of the Company's Head Office, 2098 M Tower Building, Floor 8, Sukhumvit Rd., Phra Khanong Tai, Phra Khanong, Bangkok 10260. The date to determine the list of shareholders who have the right to attend the AGM is March 5, 2020.
   The agenda for the 2020 AGM and the board's opinions are set out as follows:
   Agenda 1To acknowledge the Board of Directors report on 2019 performance statement.

Agenda 2	To consider and approve audited financial statements for the year ended December
	31, 2019.
	The Board of Directors deems it appropriate to propose that the shareholders meeting
	approve Audited Financial Statements for the Year Ended December 31, 2019 which
	have been audited by the auditor and reviewed by the audit committee.
Agenda 3	To consider and approve the allocation of profit for dividend payments.
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.
	The Board of Directors (the directors who have a conflict of interest did not vote for
	this	resolution) deems it appropriate to propose that the shareholders meeting
	re-appoint the five retired directors to perform their duties for another term.
	1)	Mr. Suthep	Wongvorazathe (Director)*
	2)	Pol.Lt.Gen. Chaiwat Chotima	(Independent Director)
	3)	Lt.Gen. Thammanoon Withee	(Independent Director)
	4)	Mr. Prasong	Poontaneat	(Representative Director from Ministry of Finance)
	5)	Mr. Suthi	Sukosol	(Representative Director from Social Security Office)
	The nomination and remuneration committee has duly reviewed this proposal.

• Remarks: Mr. Suthep will serve as Director, not an Independent Director, upon completing more than three consecutive terms in accordance with the Company' corporate governance policy.

Agenda 5To consider and determine the directors' remuneration.

The Board of Directors deems it appropriate to propose that the shareholders meeting approve the 2020 directors' remuneration as following:

1. Monthly Remuneration and Meeting Allowance(same as 2019)

	Monthly	Meeting Allowance
The Board of Directors	Remuneration	(Baht/person/time)
	(Baht/person)	(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	-	15,000
Committee
3. Enterprise-wide Risk Management	-	15,000
Committee
4. Corporate Governance Committee	-	15,000
5. Other committees that may be appointed in	-	15,000
the future by the Board as seen fit and
necessary

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 2019)

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(same as 2019)

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

The nomination and remuneration committee has duly reviewed this proposal.

Agenda 6To consider and approve the appointment and determination of the fee for the Auditor. The Board of Directors deems it appropriate to propose that the shareholders meeting appoint Mr. Sakda Kaothanthong, Certified Public Accountant Registration No. 4628 or Mr. Waiyawat Kosamarnchaiyakij, Certified Public Accountant Registration No.6333 or Mr. Charoen Phosamritlert, Certified Public Accountant Registration No. 4068 of KPMG Phoomchai Audit Ltd. as the Company's Auditor for year 2020. The 2020 audit fee is Baht 2,087,500.

The audit committee has duly reviewed this proposal.

Agenda 7To consider and approve the issuance and offering of new common shares of BBGI Public Company Limited ("BBGI") to the directors, management, and employees of BBGI and its subsidiaries. (ESOP)

With reference to the 2018 AGM's approval of the issuance and offering of BBGI's new common shares to the directors, management, and employees of BBGI and its subsidiaries, and according to the announcement of the Notification of the Capital Market Supervisory Board no. Thor Chor. 32/2551 Re: Offering of newly issued securities to directors or employees (as amended), the approval was valid for one year from the approval date; it is now no longer valid. BBGI expects to proceed with its IPO plan by the end of 2020, so the Board of Directors deems it appropriate to propose that the shareholders meeting approve the issuance and offering of BBGI's new common shares for the directors, management, and employees of BBGI and its subsidiaries, as detailed in the attachment 1. The purpose is to inspire these personnel to execute their work and enhance their sense of belonging, while driving BBGI's growth in an efficient and sustainable way.

According to the Notification of the Capital Market Supervisory Board no. Thor Chor. 32/2551 Re: Offering of newly issued securities to directors or employees (as amended), a resolution on this agenda item requires an approval of the Company's shareholders with three-quarters or more of the total votes cast by the shareholders present and eligible to vote, and there must be no objection by any shareholders holding in aggregate of more than 10 percent of the total votes of shareholders present and eligible to vote.

Agenda 8To consider and approve the issuance and offering of BBGI's new common shares to the directors, management, and employees of Bangchak Corporation Public Company Limited ("BCP") and Khon Kaen Sugar Industry Public Company Limited ("KSL").

The Board of Directors deems it appropriate to propose that the shareholders meeting approve the issuance and offering of BBGI's new common shares to the directors, management, and employees of BCP and KSL, since the successful merger of BBGI arose from the assistance of the Board, the management, and employees of BCP and KSL, as detailed in the attachment 2.

According to the SEC guidelines and the Notification of the Capital Market Supervisory Board no. Thor Chor. 32/2551 Re: Offering of newly issued securities to directors or employees (as amended), a resolution on this agenda item requires an approval of the Company's shareholders with three-quarters or more of the total votes cast by the shareholders present and eligible to vote, and there must be no objection by any shareholders holding in aggregate of more than 10 percent of the total votes of shareholders present and eligible to vote.

Agenda 9Other Business (if any)

3. Details of the Notice to the Annual General Meeting of Shareholders together with all relevant enclosures to be publicized to shareholders on the Company's website(www.bangchak.co.thin the "Download" menu) from Wednesday, March 11, 2020. The Company welcomes opportunity to clarify these matters in the Meeting. Please forward your questions in advance to [e-mail] to facsimile number 0 2335 8000.

Please be informed accordingly.

Yours sincerely, -signed-

(Mr. Chaiwat Kovavisarach) President and Chief Executive Officer

The Secretary to the Board of Directors Division Tel: [phone]

Fax: [phone]

Attachment 1.

Preliminary Information of the BBGI Employee Stock Option Programme

for the Benefit of Directors, Management and Employees of BBGI Public Company Limited

("BBGI") and its Subsidiaries ("BBGI ESOP Scheme")

1. Objectives and necessity

BBGI has a plan to carry out an initial public offering of its new ordinary shares (the "IPO") and to pursue a listing on the Stock Exchange of Thailand (the "SET") (the "BBGI IPO"). In order to motivate its personnel's dedication to their work, to enhance their spirit of ownership in the organisation and to ensure the efficient and sustainable growth of business, BBGI intends to issue and offer new ordinary shares to the directors, management and employees of BBGI and its subsidiaries.

The BBGI ESOP Scheme requires an approval of the Company's shareholders meeting according to the rules and criteria of the Notification of the Capital Market Supervisory Board no. Thor Chor. 32/2551 Re: Offering of newly issued securities to directors or employees (as amended). The BBGI ESOP Scheme is also conditional upon the completion of the BBGI IPO and its SET listing.

2. Information relating to the new ordinary shares to be offered under the BBGI ESOP Scheme

Type of securities : New ordinary shares of BBGI to be offered to directors, management and employees of BBGI and its subsidiaries

Number of issued : Not exceeding 3,000,000 shares with a par value of THB 5 per

and	offered	share, which is not exceeding 0.42 percent of the total issued shares
securities		of BBGI post-IPO. (assuming no exercise of the right to purchase
		surplus shares on these entire BBGI shares).
		New ordinary shares of BBGI remaining unsubscribed from the BBGI
		ESOP Scheme (if any) will further be offered to the public.
Offering price per :	Same as the IPO offering price under the BBGI IPO.
share

3. List of BBGI directors who are eligible to the allocation of new ordinary shares under the BBGI ESOP Scheme

		Number of new	Percentage of
		ordinary shares	allocated new
Name	Position	of BBGI to be	ordinary shares of
allocated to	BBGI against total
		each individual	shares under the
		(shares)	BBGI ESOP Scheme
Mr. Pichai Chunhavajira	Chairman	Up to 80,000	Up to 2.67 percent
Mr. Chamroon Chinthammit	Director	Up to 71,000	Up to 2.37 percent
Mr. Surin Chiravisit	Director	Up to 71,000	Up to 2.37 percent
Mr. Chaiwat Kovavisarach	Director	Up to 71,000	Up to 2.37 percent
Mr. Chanachai Chutimaworapan	Director	Up to 71,000	Up to 2.37 percent
Assoc. Prof. Jaruporn Viyanant	Director	Up to 71,000	Up to 2.37 percent
Dr. Thitapha Smitinont	Director	Up to 71,000	Up to 2.37 percent
Mr. Mathew Kichodhan	Director	Up to 71,000	Up to 2.37 percent
Mr. Chanachai Chutimaworapan	Director	Up to 71,000	Up to 2.37 percent
Mr. Pongchai Chaichirawiwat(1)	Director	Up to 111,000	Up to 3.70 percent
Mr. Chalush Chinthammit(1)	Director	Up to 105,000	Up to 3.50 percent

Notes: (1) In relation to Mr. Pongchai Chaichirawiwat and Mr. Chalush Chinthammit, not exceeding 71,000 shares will be allocated to each of them as BBGI directors, and not exceeding 40,000 shares and 34,000 shares will be allocated to each of them, respectively, in their capacities as management.

4. List of directors, management and employees of BBGI and its subsidiaries to whom more than 5 percent of the total shares under the BBGI ESOP Scheme will be allocated

-None-

5. Control dilution and price dilution

Effects on control dilution to shareholders of BBGI and the Company

Under the BBGI ESOP Scheme, the number of new ordinary shares to be offered will not exceed 3,000,000 shares with a par value of THB 5 per share, which will not exceed 0.42 percent of the total issued shares in BBGI post-IPO. Therefore, BBGI's shareholders may be affected by a control dilution of not exceeding 0.42 percent.

In addition, given the Company is now holding 60 percent in BBGI, it is expected that the BBGI ESOP Scheme will lead to a maximum control dilution of 0.252 percent to the Company (calculated from the Company's 60 percent shareholding in BBGI, multiplied by the 0.42 percent control dilution to BBGI).

Effects on price dilution to BBGI's and the Company's shares

As BBGI's shares have not yet been listed on the SET, their market price is not currently available and, therefore, the price dilution that may affect the market price of shares of BBGI and the Company cannot be determined. Typically, there will be an impact to a drop in the share price once an offering of the BBGI new ordinary shares has been made. However, given that the BBGI ESOP Scheme has the same offering period and price as the BBGI IPO, therefore there will be no price dilution to BBGI's and the Company's shares due to the offering of BBGI new ordinary shares under the BBGI ESOP Scheme.

6. Rules, conditions and procedure for the offering

BBGI will proceed to offer its new ordinary shares to the directors, management and employees of BBGI and its subsidiaries after the Office of the Securities and Exchange Commission approves the BBGI IPO.

BBGI's board of directors or person designated by BBGI's board of directors will be authorised to determine the subscription date, the offering price (according to criteria stated under the "Offering Price per Share" in the table above), a list of management and employees of BBGI and its subsidiaries who will be entitled to the share allocation and the number of new ordinary shares to be allocated to each of them, including all other terms and conditions to the extent as permitted by the Notification of the Capital Market Supervisory Board no. Thor Chor. 32/2551 Re: Offering of newly issued securities to directors or employees (as amended).

In addition to clauses 3. and 4. above, no director, management or employee of BBGI or its subsidiaries will obtain an allocation of more than 5 percent of the total new ordinary shares offered under the BBGI ESOP Scheme.

7. Eligibility criteria for the allocation of BBGI's new ordinary shares to the directors, management and employees of BBGI and its subsidiaries

(1) An allottee must remain to be director, management and/or employee of BBGI on the effective date of the registration statement and prospectus in relation to the BBGI IPO.

(2) An allottee must be a management and/or employee of a BBGI or its subsidiary whose employment with that subsidiary started before 1 July 2020 and must remain an employee until the dates of BBGI's securities issuance and offer.

(3) The allocated number of new ordinary shares may vary among those individuals, which depends on their position, work experience, years of service, work performance and potential, including their contribution to BBGI and/or its subsidiaries.

8. Shareholders' right to object the offering

The BBGI ESOP Scheme requires an approval of the Company's shareholders with three- quarters or more of the total votes cast by the shareholders present and eligible to vote, and

there must be no objection by any shareholders holding in aggregate of more than 10 percent of the total votes of shareholders present and eligible to vote. Moreover, the implementation of the BBGI ESOP Scheme is conditional upon the completion of the BBGI IPO and its SET listing.

9.	Independent directors who can serve as shareholders' proxies
			Name			Position
		1.	Mr. Pichai	Chunhavajira		Chairman
		2.	Gen. Vitch	Devahasdin		Director
		3.	Pol. Lt. Gen. Chaiwat	Chotima		Director
		4.	Ms. Prisana	Praharnkhasuk		Director
		5.	Mr. Teerapong	Wongsiwawilas		Director
		6.	Dr. Porametee	Vimolsiri		Director

Attachment 2.

Preliminary Information of the BBGI Employee Stock Option Programme

for the Benefit of Directors, Management and Employees of Bangchak Corporation Public Company Limited ("BCP") and Khon Kaen Sugar Industry Public Company Limited ("KSL")

1. Objectives and necessity

The successful merger between the holding company established by Bangchak Corporation Public Company Limited ("BCP") and Khon Kaen Sugar Industry Public Company Limited ("KSL") on October 31, 2017, resulting in the formation of BBGI Public Company Limited ("BBGI") arose from the assistance of the Board, the management, and employees of BCP and KSL. Therefore, the management intends to issue and offer new ordinary shares of BBGI of up to 12,000,000 shares with a par value of THB 5 per share to the directors, management and employees of BCP and KSL:

• Up to 7,200,000 shares to be offered to the directors, management and employees of
  BCP
• Up to 4,800,000 shares to be offered to the directors, management and employees of KSL.

To this end, under the Office of the Securities and Exchange Commission (SEC)'s guidelines and requirements and terms of the Notification of the Capital Market Supervisory Board no. Thor Chor. 32/2551 Re: Offering of newly issued securities to directors or employees (as amended), the BBGI ESOP Scheme is subject to the approval of the shareholders' meetings of both companies and is also conditional upon the successful completion of the BBGI IPO and its SET listing.

2. Information relating to the new ordinary shares to be offered under the BBGI ESOP Scheme

Type of securities : New ordinary shares of BBGI to be offered to directors, management and employees of BCP and KSL.

Number of issued : Not exceeding 12,000,000 shares with a par value of THB 5 per

and	offered	share, which is not exceeding 1.65 percent of the total issued shares
securities		of BBGI post-IPO, made up of:
		1. Allotted to the directors, management, and employees of BCP of
		up to 7,200,000 shares
		2. Allotted to the directors, management, and employees of KSL of
		up to 4,800,000 shares.
		New ordinary shares of BBGI remaining unsubscribed from the BBGI

ESOP Scheme (if any) will further be offered to the public.

Offering price per : Same as the IPO offering price under the BBGI IPO. share

3.	List of BCP directors who are eligible to the allocation	of new ordinary shares
	under the this scheme
			Number of new	Percentage of
			ordinary shares	allocated new
	Name	Position	of BBGI to be	ordinary shares of
	allocated to	BBGI against total
			each individual	shares under the
			(shares)	BBGI ESOP Scheme
	Mr. Pichai Chunhavajira	Chairman	Up to 80,000	Up to 0.66 percent
	Mr. Surin Chiravisit	Vice	Up to 75,000	Up to 0.63 percent
		Chairman
	Mr. Suthep Wongvorazathe	Director	Up to 71,000	Up to 0.59 percent
	Gen. Vitch Devahasdin	Director	Up to 71,000	Up to 0.59 percent
	Adm. Sucheep Whoungmaitree	Director	Up to 71,000	Up to 0.59 percent
	Pol. Lt. Gen. Chaiwat Chotima	Director	Up to 71,000	Up to 0.59 percent
	Lt. Gen. Thammanoon Withee	Director	Up to 71,000	Up to 0.59 percent
	Dr. Porametee Vimolsiri	Director	Up to 71,000	Up to 0.59 percent
	Ms. Prisana Praharnkhasuk	Director	Up to 71,000	Up to 0.59 percent
	Mr. Teerapong Wongsiwawilas	Director	Up to 71,000	Up to 0.59 percent
	Mr. Prasong Poontaneat	Director	Up to 71,000	Up to 0.59 percent
	Mr. Suthi Sukosol	Director	Up to 71,000	Up to 0.59 percent
	Dr. Anuchit Anuchitanukul	Director	Up to 71,000	Up to 0.59 percent
	Dr. Prasert Sinsukprasert	Director	Up to 71,000	Up to 0.59 percent
	Mr. Chaiwat Kovavisarach(1)	Director	Up to 111,000	Up to 0.93 percent

Remarks: (1) Mr. Chaiwat Kovavisarach will, as a BCP director, receive up to 71,000 shares and, as a member of the management, receive up to 40,000 shares.

4. List of directors, management and employees of BCP and KSL to whom more than 5 percent of the total shares of BBGI under this scheme will be allocated

-None-

5. Control dilution and price dilution

Effects on control dilution to shareholders of BBGI and the Company

Under this scheme, the number of new BBGI ordinary shares to be offered will not exceed 12,000,000 shares with a par value of THB 5 per share, which will not exceed 1.65 percent of the total issued shares in BBGI post-IPO (assuming no exercise of the right to purchase surplus shares on these entire BBGI shares). Therefore, BBGI's shareholders may be affected by a control dilution of not exceeding 1.65 percent.

In addition, given the Company is now holding 60 percent in BBGI, this scheme will lead to a maximum control dilution of 0.99 percent to the Company (calculated from the Company's 60 percent shareholding in BBGI, multiplied by the 1.65 percent control dilution to BBGI).

Effects on price dilution to BBGI's and the Company's shares

As BBGI's shares have not yet been listed on the SET, their market price is not currently available and, therefore, the price dilution that may affect the market price of shares of BBGI and the Company cannot be determined. Typically, there will be an impact to a drop in the share price once an offering of the BBGI new ordinary shares has been made. However, given that the BBGI ESOP Scheme has the same offering period and price as the BBGI IPO, therefore there will be no price dilution to BBGI's and the Company's shares due to the offering of BBGI new ordinary shares.

6. Rules, conditions and procedure for the offering

BBGI will proceed to offer its new ordinary shares to the directors, management and employees of BCP and KSL after the Office of the Securities and Exchange Commission approves the BBGI IPO.

BBGI's board of directors or person designated by BBGI's board of directors will be authorised to determine the subscription date, the offering price (according to criteria stated under the "Offering Price per Share" in the table above), a list of management and employees of BCP and KSL who will be entitled to the share allocation and the number of new ordinary shares to be allocated to each of them, including all other terms and conditions to the extent as permitted by the Notification of the Capital Market Supervisory Board no. Thor Chor. 32/2551 Re: Offering of newly issued securities to directors or employees (as amended).

In addition to clauses 3. and 4. above, no director, management or employee of BCP and KSL will obtain an allocation of more than 5 percent of the total new ordinary shares offered under this scheme.

7. Eligibility criteria for the allocation of BBGI's new ordinary shares to the directors, management and employees of BCP

(1) An allottee must remain to be director, management and/or employee of BCP on the effective date of the registration statement and prospectus in relation to the BBGI IPO.

(2) An allottee must have been a management and/or employee of BCP before 1 July 2020 and must remain an employee at least until the IPO date.

(3) The allocated number of new ordinary shares may vary among those individuals, which depends on their position, work experience, years of service, work performance and potential, including their contribution to BBGI and/or its subsidiaries.

8. Shareholders' right to object the offering

The BBGI ESOP Scheme requires an approval of the Company's shareholders with three- quarters or more of the total votes cast by the shareholders present and eligible to vote, and there must be no objection by any shareholders holding in aggregate of more than 10 percent of the total votes of shareholders present and eligible to vote. Moreover, the implementation of the BBGI ESOP Scheme is conditional upon the successful completion of the BBGI IPO and its SET listing.

9.	Independent directors who can serve as shareholders' proxies
			Name			Position
		1.	Mr. Pichai	Chunhavajira		Chairman
		2.	Gen. Vitch	Devahasdin		Director
		3.	Pol. Lt. Gen. Chaiwat	Chotima		Director
		4.	Ms. Prisana	Praharnkhasuk		Director
		5.	Mr. Teerapong	Wongsiwawilas		Director
		6.	Dr. Porametee	Vimolsiri		Director