SET Announcements

No. MD. 024 /2007 February 22, 2007 Re: Report of the Resolutions of the Board of Directors Meeting To: President The Stock Exchange of Thailand Bangkok Aviation Fuel Services Public Company Limited held the Board of Directors Meeting No. 1/2007 on 22 February 2007, starting from 9:30 hrs. and the meeting passed the following material resolutions: 1. Calling the Annual General Meeting of Year 2007 on April 20, 2007 at 10:00 hrs., at Miracle Grand Convention Hotel, 99 Vibhavadirangsit Road, Moo 4, Laksi, Donmuang, Bangkok with the following agendas: Agenda 1 To approve the Minutes of the Annual General Meeting of Year 2006 Agenda 2 To consider the report of the Board of Directors on the performance of the Company in year 2006 and future business operation Agenda 3 To consider approving the balance sheet and the earnings statement for the year 2006 Agenda 4 To consider the allocation of profit and reserve Agenda 5 To consider approving the decrease of registered capital of the company with the condition that the dividend payment will be partially made by way of issuance of ordinary shares of the company Agenda 6 To consider approving the amendment to Item 4 of the Memorandum of Association so as to reflect the decrease of the company's registered capital with the condition that the dividend payment will be partially made by way of issuance of ordinary shares of the company Agenda 7 To consider approving the increase of registered capital of the company with the condition that the dividend payment will be partially made by way of issuance of ordinary shares of the company Agenda 8 To consider approving the amendment to Item 4 of the Memorandum of Association so as to reflect the increase of the company's registered capital with the condition that the dividend payment will be partially made by way of issuance of ordinary shares of the company Agenda 9 To consider paying cash dividend and stock dividend Agenda 10 To consider the election of directors in place of those who retire by rotation Agenda 11 To consider approving the amendment to the signing conditions for the Company's authorized directors Agenda 12 To consider approving the amendment to Item 3 of the Memorandum of Association regarding the objectives of the company Agenda 13 To consider the appointment of auditors and their remuneration Agenda 14 To consider the payment of Directors' remuneration for year 2006 and Meeting Allowance Agenda 15 Other business (if any) 2.To close the Company's shareholder register book in order to determine the right of the shareholders to attend the Annual General Meeting of year 2007 on April 2, 2007 at 12:00 noon until the meeting is adjourned. 3.To propose the Annual General Meeting of Year 2007 to consider declaring the dividend from the operation of the Company for the last 6 months of 2006 at the rate of Baht 0.42 per share, totaling Baht 178.5 million by paying cash dividend and stock dividend as follow: 1) Paying cash dividend at the rate of Baht 0.22 per share, totaling Baht 93.5 million. 2) Paying stock dividend totaling 84,999,674 ordinary shares (with a par value of Baht 1) to the shareholders of the Company at the ratio of 5 existing shares to 1 new share, totaling Baht 84,999,674, or at the rate of Baht 0.20 per share. In case that any shareholder has a remaining fraction of less than 5 shares, the dividend therefore would be paid in the form of cash dividend instead at the rate of Baht 0.20 per share. The dividend shall be payable to the shareholders whose names are in the Company share register as of May 2, 2007 at 12:00 noon with the dividend payment date on May 18, 2007. Such dividend, when combined with the interim dividend declared at the rate of Baht 0.20 per share, equals to the total dividend declared from the 2006 operation of Baht 0.62 per share. 4.To propose the Annual General Meeting of Year 2007 to consider approving the decrease of registered capital of the Company by reducing the unsold authorized share capital of 1,630 ordinary shares (One Thousand Six Hundred Thirty Shares) with a par value of Baht 1 (One Baht) per share, resulting in the decrease in registered capital by Baht 1,630 from Baht 425,000,000 (Four Hundred Twenty Five Million Baht) to be Baht 424,998,370 (Four Hundred Twenty Four Million Nine Hundred Ninety Eight Thousand Three Hundred Seventy Baht) with the condition that the dividend payment will be partially made by way of issuance of ordinary shares of the company. 5. To propose the Annual General Meeting of Year 2007 to consider approving the amendment to Item 4 of the Memorandum of Association so as to reflect the decrease of the Company's registered capital as follows: Item4 Amount of Registered Capital 424,998,370Baht(Four Hundred Twenty Four Million Nine Hundred Ninety Eight Thousand Three Hundred Seventy Baht) divided into 424,998,370Shares(Four Hundred Twenty Four Million Nine Hundred Ninety Eight Thousand Three Hundred Seventy Shares) with a par value of 1Baht (One Baht) consisted ofOrdinary Shares424,998,370Shares(Four Hundred Twenty Four Million Nine Hundred Ninety Eight Thousand Three Hundred Seventy Shares)Preference Shares-Shares( - ) With the condition that the dividend payment will be partially made by way of issuance of ordinary shares of the company. 6.To propose the Annual General Meeting of Year 2007 to consider approving the increase of registered capital of the Company from 424,998,370 (Four Hundred Twenty Four Million Nine Hundred Ninety Eight Thousand Three Hundred Seventy Baht) to be Baht 509,998,044 (Five Hundred Nine Million Nine Hundred Ninety Eight Thousand Forty Four Baht) by issuing new 84,999,674 ordinary shares (Eighty Four Million Nine Hundred Ninety Nine Thousand Six Hundred Seventy Four Shares) with a par value of Baht 1 (One Baht) per share, amounting to Baht 84,999,674 (Eighty Four Million Nine Hundred Ninety Nine Thousand Six Hundred Seventy Four Baht) increase of registered capital with the condition that the dividend payment will be partially made by way of issuance of ordinary shares of the company. 7. To propose the Annual General Meeting of Year 2007 to consider approving the amendment to Item 4 of the Memorandum of Association so as to reflect the increase of the Company's registered capital as follows: Item4Amount of Registered Capital 509,998,044Baht(Five Hundred Nine Million Nine Hundred Ninety Eight Thousand Forty Four Baht) divided into 509,998,044 Shares(Five Hundred Nine Million Nine Hundred Ninety Eight Thousand Forty Four Shares) with a par value of 1Baht(One Baht) consisted ofOrdinary Shares 509,998,044Shares(Five Hundred Nine Million Nine Hundred Ninety Eight Thousand Forty Four Shares) Preference Shares-Shares( - ) With the condition that the dividend payment will be partially made by way of issuance of ordinary shares of the company. 8. To propose the Annual General Meeting of Year 2007 to consider approving the amendment to the principle of signing conditions for the Company's authorized directors as follows: Existing condition: Any two directors (who are not independent directors) jointly sign together with the Company's seal affixed, provided they are not from the same group of directors. New condition: Any two directors (who are not independent directors) jointly sign together with the Company's seal affixed. 9. To approve the Annual General Meeting of Year 2007 to consider amendment to Item 3 of the Company's Memorandum of Association by adding 3 new objectives of the Company as follows: 13) To be engaged in all types of business in providing or hiring a service of administration and management and business operation for the affiliated companies or other business relating or consequential to the businesses stipulated in Clause 1) and 2) of the Company's objectives. 14) To be engaged in the business of bidding for hire of work purchase or sale of goods under the Company's objectives with any person, group of persons, juristic person, authority and governmental body within and outside of the country. 15) To be engaged in the business of providing service of management and overseeing interest and collection thereof and managing other's assets. 10. Appoint the Nomination Committee with the following members: 1) Mr. Aswin Kongsiri Chairman 2) ACM Narongsak Sangapong Director 3) Mr. Navee Lertphanichkul Director 4) M.R. Supadis Diskul Director for the term of 2 years, effective from June 1, 2007 with Deputy Managing Director- Administration as the Secretary to the Nomination Committee. 11. Appoint the Risk Management Committee with the following members: 1) Mr. Aswin Kongsiri Chairman 2) Mr. Kobchai Srivilas Director 3) M.R. Supadis Diskul Director 4) Mr. Ditsapong Prithaveepong Director and Secretary for the term of 3 years, effective from May 15, 2007. 12.Re-elect M.R. Supadis Diskul to be the Managing Director for another term (4 year term) as approved and proposed by Nominating Committee, with an effect from October 1, 2007 - September 30, 2011. 13.Appoint M.R. Supadis Diskul to be a member of the Remuneration Committee, with an effect from February 22, 2007. 14. Approving capital investment in the expansion of Main Hydrant Pump, with 1 set of relating equipment and system at Suvarnabhumi Airport to serve the increasing volume of the aviation fueling service through pipeline in the future and in consistent with the maintenance plan, in the amount of Baht 19,000,000. Please be informed accordingly. Respectfully yours, (M.R. Supadis Diskul) Managing Director Legal and Securities Division Tel 02-565-3811-8 ext.513