Notice to attend The 2010 Annual General Meeting of ...esso.listedcompany.com/misc/agm2010/agm2010_en.pdf · resolved to hold the 2010 Annual General Meeting of Shareholders on Tuesday,

Notice to attend

The 2010 Annual General Meeting of Shareholders

Esso (Thailand) Public Company Limited

Tuesday, April 27, 2010

at 14:00 hours

Windsor Suites Hotel at Petchpailin Ballroom, 11th Floor,

No. 8 Soi 18-20, Sukhumvit Road, Bangkok


(Translation)

March 26, 2010

Subject : Notice to attend the 2010 Annual General Meeting of Shareholders

Attention : All shareholders

Enclosures : 1) Copy of Minutes of the 2009 Annual General Meeting of Shareholders

2) 2009 Annual Report (CD_ROM) comprising the Financial Statements for the fiscal period ended

December 31, 2009 including an auditors report, and 2009 Highlights Report

3) Resumes of directors supporting their re-election and Qualification of Independent Director

4) Rules for registration, proxy and attending the Shareholders' Meeting

5) Explanation regarding Proxy Forms for the Shareholders' Meetings and Proxy Forms consistent

with the Notice of the Department of Business Development Re Prescription of Form of Proxy

(No. 5) B.E. 2550

6) Articles of Association of the Company relating to Shareholders' Meeting

7) Form for request of a hard copy of the Annual Report

8) Map of Meeting Location

From December 8, 2009 to February 12, 2010, the Company invited shareholders to propose relevant agenda item(s)

for the 2010 Annual General Meeting of Shareholders but none were received. The Board of Directors has therefore

resolved to hold the 2010 Annual General Meeting of Shareholders on Tuesday, April 27, 2010, at 14:00 hours at the

Windsor Suites Hotel at Petchpailin Ballroom, 11th Floor, No. 8, Soi 18-20, Sukhumvit Road, Bangkok to consider only

the following normal agenda items:

1. To certify the Minutes of the 2009 Annual General Meeting of Shareholders

Background: The Company prepared the Minutes of the 2009 Annual General Meeting of

Shareholders held on April 28, 2009, a copy of which is attached to this Notice

(Enclosure No. 1). The copy of the Minutes of the 2009 Annual General Meeting of

Shareholders was submitted to The Stock Exchange of Thailand within 14 days as

required and disseminated in the Company's website and no objection or amendment

was received.

The Board's Opinion: The Minutes of 2009 Annual General Meeting of Shareholders should be presented

at the shareholders' meeting for their certification.

2. To acknowledge the report of the Board of Directors regarding business operations during the past year

including annual report proposed to the meeting and approve the balance sheet and profit and loss

account including the report of the auditor

Background: The report of the Board of Directors regarding business operations during the past

year, annual report for the year 2009 and the balance sheet and profit and loss

account audited by the Company's auditor and reviewed by the Audit Committee are


exhibited in the 2009 Annual Report, which is attached to this Notice (Enclosure No. 2).

The Board's Opinion: The report of the Board of Directors regarding the Company's business operations

and its annual report should be presented at the shareholders’ meeting for

acknowledgment and the balance sheet and profit and loss account audited by the

Company's auditor and reviewed by the Audit Committee should be presented at the

shareholders' meeting for their approval.

3. To consider and approve the allocation of profit and dividend payments

Background: The dividend policy previously adopted by the Board of Directors is to recommend to

shareholders a dividend of not less than 40% of net profits after deduction of all

specified reserves, subject to the Company's investment plans, applicable laws,

contingencies and other relevant considerations. The actual dividend payout ratio

may vary above or below the level indicated in the dividend policy and is subject to

other risk factors.

As the Company had sufficient net profit and retained earnings as of June 30, 2009 to

declare a 2009 interim dividend, the Board resolved at Meeting No. 4/2009 to pay an

interim dividend of Baht 0.25 (Twenty Five Satangs) per share to all eligible

shareholders of the Company on September 28, 2009.

For the full 2009 year, the Company had a net profit of Baht 4,451 million (Four

Thousand Four Hundred Fifty One Million Baht), and made an allocation for reserve

under Section 116 of the Public Limited Company Act B.E. 2535 in the amount of Baht

205,013,549 (Two Hundred Five Million Thirteen Thousand Five Hundred and Forty

Nine Baht). As the Company had an unappropriated retained earnings after deduction

of all specified reserves as of December 31, 2009 of Baht 2,233 million (Two Thousand

Two Hundred and Thirty Three Million Baht), the Board has recommended that an

additional dividend of Baht 0.25 (Twenty Five Satangs) per share for year 2009 be

paid to all eligible shareholders whose names appear in the register of shareholders

on the Record Date. The proposed aggregate additional dividend payment amount

will be Baht 865,214,500 (Eight Hundred Sixty Five Million Two Hundred Fourteen

Thousand and Five Hundred Baht) and the dividend payment date would be May 26,

2010. The Record Date for ascertaining entitlement to an additional dividend is May 7,

2010 and the share register book closing date for collecting the name of the shareholders

pursuant to the Securities and Exchange Act. Section 225 is May 10, 2010. If the

proposed additional dividend is approved by the 2010 Annual General Meeting of

Shareholders, the total 2009 dividend payment will be Baht 0.50 (Fifty Satangs) per

share or Baht 1,730,429,000 (One Thousand Seven Hundred Thirty Million and Four

Hundred Twenty Nine Thousand Baht) in total equaling to 39% of net profits.

Dividend payment comparison is as follows:

Details Y2009 Y2008 Y2007

1. Net Profits (Million Baht) 4,451 (6,864) 7,054

2. Number of Shares (million shares) 3,461 3,461 3,461

3. Dividend per share (Baht per share)

3.1 Interim dividend 0.25 0.50 1.00

3.2 Additional dividend 0.25 - -

4. Total dividend (Million Baht) 1,730 1,730 3,461

5. Payout ratio 39% >100% 49%


The Board's Opinion: The payment of interim dividend should be reported at the shareholders' meeting and

the shareholders should approve the allocation of profit and the payment of an

additional dividend of Baht 0.25 (Twenty Five Satangs) per share to all eligible

shareholders whose names appear in the register of shareholders on the Record

Date. The proposed aggregate additional dividend payment amount will be Baht

865,214,500 (Eight Hundred Sixty Five Million Two Hundred Fourteen Thousand and

Five Hundred Baht) and the dividend payment date would be May 26, 2010. The

Record Date for ascertaining entitlement to an additional dividend is May 7, 2010 and

the share register book closing date for collecting the name of the shareholders

pursuant to the Securities and Exchange Act. Section 225 is May 10, 2010.

4. To consider and approve the election of directors in place of those retiring by rotation

Background: The Public Limited Company Act B.E. 2535 (as amended) and the Company's Articles

of Association provide that at every Annual General Meeting of Shareholders, one-

third of directors shall retire and that these directors are eligible for re-election. At the

2010 Annual General Meeting of Shareholders, four directors namely (1) Mr. Sompop

Amatayakul - Independent Director and Chairman of Audit Committee; (2) Mr. Smit

Tiemprasert - Independent Director and Audit Committee member; (3) Ms. Wattanee

Phanachet - Independent Director and Audit Committee member; and (4) Mr. Wattana

Chantarasorn - Director will have to retire.

From December 8, 2009 to February 12, 2010, the Company had invited shareholders

to nominate candidate for election as director at the 2010 Annual General Meeting of

Shareholders but none were received. As the Company has not instituted a nomination

committee process, the Board of Directors has considered various appropriate

qualifications including knowledge and experience as well as the past performance of

these four retiring directors. The Board is of the opinion that these four directors who

are retiring should be proposed for re-election. The resumes of the four directors are

attached (Enclosure No. 3).

The Board's Opinion: As all four directors proposed for election, namely Mr. Sompop Amatayakul, Mr. Smit

Tiemprasert, Ms. Wattanee Phanachet and Mr. Wattana Chantarasorn, are duly

qualified in accordance with the provisions of the Public Limited Company Act, and

are knowledgeable and experienced in the matters relating to the Company's

business, the Board is of the opinion that they should be re-elected.

5. To consider and approve Directors' remuneration

Background: As the Company has not instituted a remuneration committee process, upon taking

into account all appropriate factors including market compensation levels for directors,

the Board of Directors has proposed that the shareholders approve the remuneration of

directors in line with past practice as follows:

(a) Directors who are also members of the Audit Committee be paid a directors' fee of

Baht 166,667 per month;

(b) Directors who are NOT members of the Audit Committee be paid a directors' fee of

Baht 133,334 per month; and

(c) Notwithstanding paragraph (a) and (b) above, directors who receive separate

compensation from the Company or its affiliates for any type of full-time service/s

rendered not be paid any directors' fees.

The Board's Opinion: The Shareholders should approve the proposed remuneration.


Remuneration 2010 2009

Annual remuneration (Baht) 4,300,000 4,300,000

Other fee (Baht) - -

Total (Baht) 4,300,000 4,300,000

.

6. To consider and approve the appointment of the Company's auditors and their remuneration

Background: The Company's Articles of Association require that the appointment of the Company's

auditors and their remuneration be approved by the Shareholders. The Board of

Directors proposed the appointment of the Company's auditor and their remuneration

as follows:

1) Name and Auditing Firm: Ms. Nattaporn Phan-Udom C.P.A. (Thailand) No. 3430,

Ms. Nangnoi Charoenthaveesub C.P.A. (Thailand) No. 3044 and Ms. Unakorn

Phruithithada C.P.A. (Thailand) No. 3257; all of PricewaterhouseCoopers ABAS

Ltd. Those auditors are also the auditors of certain subsidiaries and affiliates of

the Company that are located in Thailand.

2) Relationship with the Company: The proposed auditing firm has no relationship of

conflict of interest with the Company, the management of the Company, majority

shareholders or related persons of the said persons.

3) Service Years: Ms. Nattaporn Phan-Udom C.P.A. (Thailand) No. 3430, Ms.

Nangnoi Charoenthaveesub C.P.A. (Thailand) No. 3044 and Ms. Unakorn

Phruithithada C.P.A. (Thailand) No. 3257 have never reviewed or audited and

rendered relevant opinions in the Company's financial statements (as the former

auditor has conducted the review or audited and rendered relevant opinions in

the financial statements of the Company for five consecutive years, the Company

is required to change its auditor in accordance with the requirement of the Capital

Market Supervisory Board).

4) Remuneration: Baht 4,300,000, same as year 2009, which was concurred by the

Audit Committee as per details below:

The Board's Opinion: The Shareholders should approve the appointment of Ms. Nattaporn Phan-Udom

C.P.A. (Thailand) No. 3430, Ms. Nangnoi Charoenthaveesub C.P.A. (Thailand) No.

3044 and Ms. Unakorn Phruithithada C.P.A. (Thailand) No. 3257 ; all of

PricewaterhouseCoopers ABAS Ltd and authorize any of them to conduct the

appropriate audits and to render relevant opinions in the financial statements, at a

fixed remuneration of Baht 4,300,000 (same as last year) which was concurred by the

Audit Committee.


7. To consider other businesses (if any)

You are cordially invited to attend the meeting on the date, time and place mentioned above. If you are not able to

attend the meeting, you may designate another person as your authorized representative by completing and

submitting the attached proxy form before the meeting convenes.

Very truly yours,

Signed by: Robert Michael Cooper

(Mr. Robert Michael Cooper)

Chairman of the Board of Directors


Enclosure No. 1

(Translation)

Minutes of the 2009 Annual General Meeting of Shareholders

Date, Time & Venue:

The Meeting was held on Tuesday, April 28, 2009, at 14.00 hours, at Windsor Suites Hotel at Petchpailin Ballroom,11th Floor, 8 Soi 18-20, Sukhumvit Road, Bangkok.

Directors Present:

1. Mr. Daniel E. Lyons Chairman of the Board and Managing Director

2. Dr. Kurujit Nakornthap Independent Director

3. Mr. Sompop Amatayakul Independent Director and Chairman of Audit Committee

4. Mr. Smit Tiemprasert Independent Director, Member of Audit Committee

and Chairman of Performance Evaluation Committee

5. Ms. Wattanee Phanachet Independent Director and Member of Audit Committee

6. Mr. Watana Chantarasorn Director and Member of Performance Evaluation Committee

7. Mr. Mongkolnimit Auacherdkul Director, Public Affairs Manager and Member of Performance

Evaluation Committee

8. Mr. Adisak Jangkamolkulchai Director and Refinery Process Manager

9. Mr. Mark Ell Northcutt Director and Refinery Manager

10. Mr. Somjate Saifon Director and Chemicals Manager

11. Mr. Kwok Yew Meng Director and Retail Manager

12. Ms. Porntida Boonsa Director

Executives Present:

1. Mr. Apichart Riumrattanakorn Distribution Manager

2. Mr. Zarko Pavlovic Lubricants Manager

3. Mr. Channarong Janjitmun Industrial and Wholesale Manager

4. Ms. Ratrimani Pasiphol Treasurer

5. Mr. Chai Jangsirikul Controller

6. Ms. Phantipa Rasananda Investor Relations Manager

Other Attendants:

1. Mr. Prasan Chuanphanich Auditor of the Company of PricewaterhouseCoopers ABAS Ltd

2. Ms. Pornpinant Assawattanaporn Legal Counsel, Baker & McKenzie Ltd


Enclosure No. 1

Preliminary Proceeding:

Khun Daniel E. Lyons, the Chairman of the Board, presided as chairman of the meeting. He invited Khun Phantipaand Khun Mongkolnimit to explain how the meeting would be conducted. Khun Phantipa advised the meeting thatshe and Khun Mongkolnimit would summarize to the Chairman in English the parts of the meeting conducted in Thaiand for the convenience of the shareholders, they would summarize to the shareholders in Thai the Chairman's

explanation in English.

The Chairman noted that the Company has a registered paid up capital of 17,075,181,200.40 Baht (Seventeenbillion seventy five million one hundred eighty one thousand and two hundred Baht and forty satangs) comprising3,460,858,000 common shares. He noted from the TSD screen that 82.0717 % of total shares were represented atthe meeting and that this was sufficient to constitute a quorum under the articles of association of the Company. Hetherefore declared the 2009 Annual General Meeting of Shareholders of the Company open. He noted that in

January 2009, the Company, through its website invited shareholders to propose suitable agenda items for themeeting but has not received any such proposals and that the meeting would therefore consider only the generalmatters listed in the agenda sent out to all shareholders along with the notice of this AGM which was also announcedin the Company's website. He invited Khun Phantipa to go through the figures on the TSD screen on shareholderattendance at the meeting and to explain the voting procedure in Thai on his behalf.

Khun Phantipa, on the Chairman's behalf, reported that the Company has a registered paid up capital of

17,075,181,200.40 Baht (Seventeen hundred seventy five million and one hundred eighty one thousand and twohundred Baht and forty satangs) comprising 3,460,858,000 shares common shares. There were a total of 793shareholders present, of whom 440 were present in person representing 9,066,482 shares and 353 present as proxyholders representing 2,831,317,995 shares. A total of 2,840,384,477 shares were represented at the meeting equalto 82.0717% of the total of 3,460,858,000 outstanding sold shares of the Company. Khun Phantipa noted that thiswas sufficient to constitute a quorum under the articles of association of the Company.

Before proceeding with the agenda items, Khun Phantipa summarized on behalf of the Chairman the voting

procedures for the meeting as follows:

For each agenda item, after the presentation of the matter, the Chairman would provide theshareholders' an opportunity to ask the question or comment on the matter. Any shareholders whowished to pose a question or comment should proceed to one of the standing microphones andclearly state their names before raising a question or offering a comment.

After closing the discussion on the item, the Chairman would request the shareholders to vote onthe matter.

Each share carried one vote.

The Chairman would ask the shareholders who opposed the proposed resolution or who wished toabstain from the vote to raise hands and ushers would collect the ballot paper from them.

These opposing and abstention votes would be tallied and their numbers subtracted from thequorum to determine if the proposed resolution had been successfully carried. The result would bedeemed to have voted in favor of the proposed resolution.

Khun Phantipa advised the meeting that Khun Pongtip Jongarumsangngam from Baker & McKenzie Ltd will act asan independent inspector. She asked for one volunteer from the shareholders to act as independent observer toinspect the vote count and Khun Ratri Visitsurawong, a shareholder volunteered to act as independent observer.


Enclosure No. 1

As there were no questions on the voting process, the Chairman proceeded with the agenda items listed in themeeting Notice.

Agenda Item 1 To adopt the Minutes of the 2008 Annual General Meeting of Shareholders

The Chairman requested the Meeting to adopt the Minutes of 2008 Annual General Meeting ofShareholders. He noted that the Board had recommended that the shareholders adopt theMinutes. He then invited Khun Phantipa to explain the agenda item in Thai.

Khun Phantipa explained that the 2008 Annual General Meeting of Shareholders was held on

March 28, 2008 prior to the Company's listing. A copy of the minutes was attached as EnclosureNo. 1 (page 4) in the meeting Notice sent to all shareholders. The Board of Directors hadrecommended that the shareholders adopt the Minutes.

The Chairman asked shareholders if there were any questions or comments and as there were

none he proposed that the 2008 Annual General Meeting of Shareholders be adopted. Headvised that for this agenda item the vote required was a simple majority of shareholdersentitled to vote.

Resolution: The Meeting resolved by majority vote as shown below that the Minutes of the 2008 AnnualGeneral Meeting of Shareholders be adopted:

Acknowledged: 2,840,789,877 Votes or 99.9946%

Not acknowledged: 19,100 Votes or 0.0007%

Abstained: 133,100 Votes or 0.0047%

Total: 2,840,942,077 Votes or 100%

(823 voting shareholders)

Agenda Item 2 To acknowledge the report of the board of directors and the Company's Annual Reportregarding the Company's business operations for the year 2008

The Chairman advised the meeting that the Board had recommended that the shareholdersacknowledge these reports. He invited Khun Phantipa to elaborate on the agenda item in Thai.

Khun Phantipa advised the meeting that Section 113 of the Public Limited Companies Act andArticle 39 of the Company's AOA provides that the report of the board of directors and theCompany's Annual Report regarding the Company's business operation must be acknowledgedby the shareholders at the Annual General Meeting of Shareholders. These reports wereattached in Enclosure No. 2 of the meeting Notice and were also available at the time ofregistration for this meeting. The Board of Directors had recommended that the shareholders

acknowledge these reports.

At this point an 8-minute video presentation describing the 2008 Company's OperatingPerformance was played on the electronic screens.


After the video presentation, the Chairman invited Khun Phantipa to explain to the meetingcrude prices fluctuations in 2008 and how that had resulted in a significant inventory loss.

A slide presentation followed through which Khun Phantipa explained the stock loss situationsuffered by the Company. Among other things, Khun Phantipa noted that the main business ofthe company is refining and gross refining margins, represented by the difference between

finished product selling prices and raw material and certain other costs, is a key driver of profit.Suppose the Company sells today's finished products and recognized cost based on today'scrude price, the Company would have had no stock impact. In reality, the recognized rawmaterials cost of finished products today is the price of crude bought 1-2 months ago. TheCompany needs to place crude orders in advance and there is lead time to transport, process,

and deliver products to customers. Moreover, the Company needs to maintain an inventory atlevels required by law. Refiners/Marketers need to comply with law and cannot have a level ofinventory less than the minimum requirement. In a rising crude/product price market, theCompany may be able to sell products at a better margin reflecting the lower cost of rawmaterials acquired some 1-2 months ago. In a falling crude/product price market, the Company

realizes lower margins reflecting relatively higher costs of raw materials. In the first half of 2008,Dubai started the year at $ 90/bbl and shot up to $140 in July and then declined sharply andrapidly ending the year at about $ 40/bbl resulting in a negative gross refining margins for thewhole year.

She further explained that the Company did not engage in hedging to mitigate risks as it viewedthis as potentially speculative and risky. Hedging is based on guessing on assumptions that wehave no control over. When crude price rose to $ 140 in July, many analysts/institutions had a

view that the price could go up to $ 200. If the Company were to hedge based on such view, theCompany would have had more loss last year. Sometimes hedging makes money and some-times it loses money. It is essentially a 50/50 bet on the future. It also has transactions costsand control exposures. The Company believes it can create value by focusing on running thecore business as opposed to hedging. The Company has clear goals in enhancing profit by

focus on things that the Company can control such as reducing production cost, using morechallenged crudes, improving production efficiency and energy efficiency, and reducing cost.Many of these activities are supported through affiliation with ExxonMobil.

The Chairman then invited questions or comments from shareholders.

A summary of the questions and answers follows:

Thai Investors Association:

How will the Company manage the cost of sales to ensure profitability?

The Chairman responded that the Company has concentrated on managing cost. Over 90% ofcost is cost of raw materials principally crude oil. The Company uses the ExxonMobil network toprocure where feasible challenged crudes and uses ExxonMobil technology and know how to

process these crudes. Challenged crudes are more difficult to process but trade at a lower cost.The Company also focuses on minimizing energy cost and energy efficiency using theExxonMobil Global Energy Management System. The Company will continue focusing on theseplans in 2009.

Enclosure No. 1


How the Company prepare for the current economic crisis and Thailand political crisis?

The Chairman responded that the political situation has not had a significant impact on the core

business of the Company and the country will continue to need fuels. The Company willcontinue to focus on its core business and things that the Company can control such as runningchallenged crude and increasing energy efficiency. The Company will also take a very disci-plined approach to investment and focus on the value of integration i.e. between the refiningbusiness and the chemical business and between refining and fuels marketing. The Companywill also be vigilant on customer credit to avoid bad debts problems.

Khun Vajiraporn Singsorasri - Proxy Holder

How do you compare the Company's performance with other refiners/marketers (in term of 2008 results)?

The Chairman responded that it is difficult to compare the results as each company has different

operating facilities and business lines. However in 2008 most refineries in Thailand suffered theimpact of crude price volatility and reported resulting stock losses.

Khun Preecha - Proxy Holder

What would the Company's results look like if stock gain/stock losses were disregarded?

The Chairman responded that the Company does not separate stock losses from overallperformance in its Financial Statements.

What was the accounting policy of the Company and how did the Company recognize the stock gain/stockloss in the account?

The Chairman responded that the Company uses the First-In First-Out (FIFO) method ofaccounting. Each quarter the Company recognizes earnings based on the inventory used on a

FIFO basis.

Khun Chai, Controller, explained further that the cost of inventory is also marked to the marketprice. If the market price is lower, the Company will write down the cost of inventory.

What is the view of the directors regarding first quarter results and the movement of crude oil prices sincethe beginning of 2009?

The Chairman responded that the Company is unable to discuss the first quarters' resultsbecause the Company hasn't closed its books yet. However, publicity available data show thatglobal crude prices went up moderately during the first quarter so it is possible that somerefiners may see some level of stock gain as a result of the increasing of crude prices from theend of last year.

Khun Somkiet

He asked to know the total employment of the Company and whether the Company plans to lay off peopleor reduce compensation of high level employees?

The Chairman responded that there are roughly 650 employees in the Company. At this time,the Company is not undergoing any major restructuring. On compensation, the Company payscompetitive compensation to attract and retain a high quality work force and will continue to dothat.

Enclosure No. 1


An unidentified person

Asked the Chairman to advise the 2009 outlook.

The Chairman responded that the Company will continue to focus on cost, energy efficiency,business integration and things mentioned earlier. The Chairman advised that oil prices areunpredictable. However the Chairman noted since oil prices started the year at roughly USD40/bbl, the Company does not expect to suffer a similar stock loss in 2009 as it did in 2008 when

oil prices fell by about USD 50/bbl over the year.

Khun Naree

Asked to know the risk mitigation plans for the year in light of last year's experience on oil price volatility.

The Chairman responded that the Company's main focus is on operational risk, things theCompany can control. The Company has an extensive risk management system that seeks toreduce the risk of operational incidents, safety, health, and environmental incidents. TheCompany believes the Company can add value by working to reduce fundamental operationalrisk. In respect of financial risk from crude price volatility, the Chairman reiterated that the

Company does not expect to engage in such hedging because of its potentially speculativenature and control risks and transaction costs. The Chairman expressed the view that suchhedging does not create value for shareholders over the long term.


She asked to know why some Esso service stations did not compare favorably with those of other oil

companies. A number of other persons echoed similar comments.

The Chairman thanked everyone for their feedback and responded that the Company is and willcontinue to focus on improving the Company's service stations in a cost effective manner which

make economic sense.

Khun Thongchai Athipakvachiraporn

He commented on the quality of Esso's service stations and remarked that the Company is perceived to beexcessively strict with its dealers (such as if the dealer cannot meet certain targets, the service station willbe taken away from them).

The Chairman invited Khun Yew Meng to response to those comments. Khun Yew Mengresponded that if a dealer engages in misbranding, the Company views this very seriously andwill take stringent action against the dealer.

Why the Company's revenue did not increase as much as the oil price?

The Chairman responded that revenue growth was impacted by lower refining and chemical

volumes in 2008.

Khun Pattana Pattanasiri - Shareholders

He advised that the Company should focus on more robust advertising and marketing campaign as it useto in the past.

The Chairman thanked him for his comment.

Enclosure No. 1


Khun Warin Paisansilpchai -Shareholder

He asked the question related to the Company's subsidiaries, namely, UIDC, IPEL, PSE, Thai C whether

each of these companies has a profit or not.

The Chairmen passed this question to K. Chai (Controller) but added that the Company's shareof profit or loss of these companies are reflected in the Company's consolidated financialstatement.

Khun Chai responded that for UIDC, IPEL, PSE, these companies have a net profit, unlike ThaiC Center, which has a net loss.

Khun Maliwan - shareholder

Asked to know if the Company receives rental from Tesco/Lotus Express situated at Esso service stations.

The Chairman responded that Tesco/Lotus and the Company have a strategic alliance. KhunPhantipa added that the Company does receive rent based on sale revenue from them.

Asked to know if a Singapore entity was a major shareholder of the Company and if the Company buyscrude from a Singaporean producer.

The Chairman responded that he is not aware of any Singapore affiliate of ExxonMobil which ismajor shareholder of the Company. Obviously Singaporean investors are free to purchase theCompany's shares on the SET or invest in the Company through a fund or institutional investors.The Company relies on the ExxonMobil worldwide network to procure crude from all over theworld.

She further suggested that the Retail Manager or persons contacting customers should be a Thai toensure effective communication. The Chairman responded that a former Retail Manager who is a Thainational is currently on assignment in the USA. Khun Yew Meng brings strong qualifications andextensive relevant international experience in Singapore, the USA and China to our Retail business in

Thailand. Khun Phantipa added that most of the Company's persons/teams working closely withcustomers are Thai nationals.

As there were no further questions, the Chairman proposed that the Report of the Board of Directors and the AnnualReport be acknowledged. He advised that for this agenda item the vote required was a simple majority ofshareholders entitled to vote.

Resolution: The Meeting resolved by majority vote as shown below that the Report of the Board of Directorsregarding the Company's business operations for the year 2008 and the Company's AnnualReport is hereby acknowledged:

Acknowledged: 2,842,151,487 votes or 99.9870%

Not acknowledged: 69,100 votes or 0.0024%

Abstained: 301,000 votes or 0.0106%

Total: 2,842,521,587 votes or 100%


Enclosure No. 1


Agenda Item 3 To consider and approve the Balance Sheet and Profit and Loss Account for the year endedDecember 31, 2008 including the audit report of the auditors

The Chairman advised the Meeting that The Balance Sheet and Profit and Loss Account hasbeen reviewed by the Audit Committee and approved by the Board of Directors. He invitedKhun Phantipa to elaborate on this agenda item in Thai.

Khun Phantipa elaborated that Section 112 of the Public Limited Companies Act and the Article

42 of the Company's AOA provides that the Board of Directors should prepare a Balance Sheetand Profit and Loss Account as of the last day of the fiscal year of the Company and arrange forthem to be audited by the auditor and approved by the shareholders at an Annual GeneralMeeting of Shareholders. The Balance Sheet and Profit and Loss Account for the year endedDecember 31, 2008 including an audit report of the auditors was exhibited in the 2008 Annual

Report from page 56 onwards. The Balance Sheet and Profit and Loss Account has beenreviewed by the Audit Committee and approved by the Board of Directors and the Board ofDirectors had recommended that the shareholders approve the audited Balance Sheet andProfit and Loss Account for the year ended December 31, 2008 which was also reviewed by theAudit Committee.



Khun Thaveesak Chanapramotekhon - shareholders

He asked to know whether the number on the dividend payment made in year 2007 and 2008 shown inthe 2008 annual report page 13 was correct.

The Chairman responded affirmatively.

He asked for clarification on the balance sheet page 59, Tax Claim Receivable, note 8.

The Chairman invited Khun Chai to respond. Khun Chai clarified that the change from 2007resulted from the value added tax return claim which the Company successfully received in2008.

As there were no further questions, the Chairman proposed that the Balance Sheet and Profit and Loss Account forthe year ended December 31, 2008 be approved. He advised that for this agenda item the vote required was asimple majority of shareholders entitled to vote.

Resolution: The Meeting resolved by majority vote as shown below that the Balance Sheet and Profit and

Loss Account for the year ended December 31, 2008 be approved:

Approved: 2,842,075,987 votes or 99.9836%

Disapproved: 94,300 votes or 0.0033%


Total: 2,842,541,587 votes or 100%


Enclosure No. 1


Agenda Item 4 To consider and approve the allocation of profit and dividend payments

The Chairman advised the Meeting that the Company has already made interim dividendpayments totaling Baht 1.50 (One Baht and Fifty Satangs) in 2008 of which Baht 1 (one Baht)per share was paid from 2007 earnings and Baht 0.50 (Fifty Satangs) was paid from first half of2008 earnings. Given the net loss for the whole year 2008, the Board had opined that the

shareholders not approve payment of an additional dividend for 2008 or make any allocation ofprofit. He invited Khun Phantipa to elaborate on this in Thai.

Khun Phantipa advised the Meeting that the dividend policy previously adopted by the Board ofDirectors is to recommend to shareholders a dividend of not less than 40% of net profits afterdeduction of all specified reserves, subject to the Company's investment plans, applicable laws,contingencies and other relevant considerations.

She advised the Meeting on the details of dividend payment made in year 2008 as follows:

Details of Dividend Payment 2008 2007

Net Profit/(Loss) (Million Baht) (6,864) 7,054

Net Profit/(Loss) per Share (Baht/Share) (1.98) 2.04

Dividend Payment Ratio > 100% 49%

Interim Dividend Payment (Baht/Share) 0.50 1.00

Additional Dividend Payment (Baht/Share) - -

Total Annual Dividend Payment (Baht/Share) 0.50 1.00

Total Dividend Payment (Million Baht) 1,730 3,461

No. of Shares (Million Shares) 3,461 3,461

Dividend Payment Date 26 Sep 08 27 Jun 08

Therefore the Board of Directors has recommended that the shareholders not approve anadditional dividend payment for 2008 and further the Company not make an allocation forreserve under Section 116 of the Public Limited Company Act B.E. 2535.



Khun Teeraphan Viphavekul - Shareholders

He asked if the Company could make a dividend payment from the share premium.

The Chairman advised that according to his understanding of relevant laws, the Company could

not transfer the share premium to retained earnings at this time.

13

Enclosure No. 1


As there were no further questions, the Chairman proposed that the board's recommendation not to allocate the profitand not to pay an additional dividend for 2008 be approved by the shareholders. He advised that for this agendaitem the vote required was a simple majority of shareholders entitled to vote.

Resolution: The Meeting resolved by majority vote as shown below that no allocation of profit be made andno additional dividend be declared for year 2008:


Not acknowledged: 665,300 votes or 0.0234%


Total: 2,842,601,587 votes or 100%


Agenda Item 5 To consider and approve the election of directors in place of those retiring by rotation underthe Company's Articles of Association.

The Chairman advised the Meeting that the Board has recommended that the four existingdirectors who were retiring by rotation and who were proposed for re-election at the 2009Annual General Meeting of Shareholders be re-elected. He invited Khun Phantipa to elaborateon the agenda item and on the four directors nominated for re-election in Thai.

Khun Phantipa advised the Meeting that Section 71 of the Public Limited Companies Act andArticles 15 and 16 of the Company's Articles of Association provide that at every Annual General

Meeting of Shareholders, one-third of directors should retire and that these directors are eligiblefor re-election. At the 2009 Annual General Meeting of Shareholders, four existing directors asshown on the screen, are scheduled to retire.

In January 2009, the Company had posted an invitation on its website for shareholders tosubmit suitably qualified nomination(s) for directors. The Company has not received anynominations.

As the directors retiring by rotation namely Dr. Kurujit Nakornthap, Khun Porntida Boonsa, Khun

Somjate Saifon and Khun Kwok Yew Meng were duly qualified in accordance with theprovisions of the Public Limited Company Act, and were knowledgeable and experienced in theindustry, the Board of Directors was of the opinion that the 4 retiring directors should bere-elected. The CVs of these retiring directors were distributed in Enclosure 3 as part of thenotice of today's meeting.

She noted that for this agenda item, the shareholders would be requested to vote for each

director separately. The resolution of each director required was a simple majority vote ofshareholders entitled to vote. The ushers would collect the ballots of all directors from theshareholders after the election of the fourth director.

The Chairman invited the 4 retiring directors to temporarily step outside the meeting room forthis agenda item which they did.

14

Enclosure No. 1


Khun Suporn Pathumsuwanwadee, the shareholders asked to hear the vision of those retiringdirectors. The Chairman responded that he believed that each of directors shares the vision ofthe Company which was laid out in the Annual Report. The Company believes that in the longterm that vision would allow the Company to provide an attractive return to its shareholders.

5.1 The Chairman advised the Meeting that the first retiring director proposed for re-election was Dr. KurujitNakornthap. His CV had already been sent to all shareholders together with the meeting notice and hemet all the qualifications for an independent director.

The Chairman then invited questions or comments from shareholders and there was none. TheChairman then proposed that the shareholders approve the re-election of Dr. KurujitNakornthap.

Resolution: The Meeting resolved by majority vote as shown below that Dr. Kurujit Nakornthap be re-electeddirector of the Company:

Approved: 2,841,878,587 votes or 99.9746 %

Disapproved: 277,700 votes or 0.0098 %

Abstained: 445,300 votes or 0.0157 %

Total: 2,842,601,587 votes or 100 %


5.2 The Chairman advised the Meeting that the second director proposed for re-election was Khun PorntidaBoonsa. Her CV had already been sent to all shareholders together with the meeting notice and she wasduly qualified to be a director of the Company.



Khun Naree - Shareholder

She noted that there may be a conflict of interest in the re-election of Khun Porntida as she is the spouse ofthe Controller of the Company. She also commented that appointment of directors should consider also

the culture and other relevant factors instead of the experience in other countries.

The Chairman responded that as Khun Porntida is not an executive director and Khun Chaidoes not report to her but directly to him, there is no conflict of interest. The Chairman believed

that Khun Porntida brings a great wealth of experience to the Board. The Chairman clarifiedfurther that the Company is aware of the relationship between Khun Porntida and the Controllerand will ensure that they are not placed in a situation of a conflict of interest. Regarding thesecond question, the Chairman clarified that the Company provides assistance to expats to helpthem orient to Thai culture.

Enclosure No. 1


Khun Uraiwan - Shareholder

She asked to know if the Company has adopted any evaluation process to evaluate the performance of

the directors and executives.

The Chairman responded that each executive director is evaluated on an annual basis.

As there were no further questions, the Chairman proposed that the shareholders approve the re-election of KhunPorntida Boonsa.

Resolution: The Meeting resolved by majority vote as shown below that Khun Porntida Boonsa be re-electeddirector of the Company


Disapproved: 5,967,701 votes or 0.2099%


Total: 2,842,601,587 votes or 100%


5.3 The Chairman advised the Meeting that the third director proposed for re-election was Khun SomjateSaifon. His CV had already been sent to all shareholders together with the meeting notice and he wasduly qualified to be a director of the Company.

The Chairman then invited questions or comments from shareholders and there was none. Hethen proposed that the shareholders approved the re-election of Khun Somjate Saifon.

Resolution: The Meeting resolved by majority vote as shown below that Khun Somjate Saifon be re-electeddirector of the Company:




Total: 2,842,601,587 votes or 100%


5.4 The Chairman advised the Meeting that the fourth director proposed for re-election is Khun Kwok YewMeng. His CV had already been sent to all shareholders together with the meeting notice and he is dulyqualified to be a director of the Company.



Enclosure No. 1



One shareholder asked to know whether Khun Kwok Yew Meng was qualified to be re-elected.

The Chairman responded that Khun kwok Yew Meng is qualified to be the Retail Sales Managerand a director of the Company. He brings substantial experience not only in Singapore but alsoin the USA and most recently from China.

Khun Eknarin Srisawan - Shareholder

He asked to know if Khun Kwok Yew Meng is the representative of any Singaporean investor.

The Chairman clarified that Khun Kwow Yew Meng is an employee of the Company and not arepresentative of any Singaporean investor.

As there were no further questions, the Chairman proposed that the shareholders approve the re-election of Khun

Kwok Yew Meng.

Resolution: The Meeting resolved by majority vote as shown below that Khun Kwok Yew Meng be re-elected director of the Company.




Total: 2,842,601,587 votes or 100%


Agenda Item 6 To consider and approve Director's remuneration

The Chairman advised the Meeting that the Board has recommended that the remuneration ofdirectors should be in line with the past practice. He then invited Khun Phantipa to elaborate onthis in Thai.

Khun Phantipa explained that after taking into account all appropriate factors including marketcompensation levels for directors, the Board of Directors has proposed that the shareholdersapprove the remuneration of directors in line with past practice as follow:

Position

a) Directors who receive separate compensa-tion from the Company or its affiliates for

any type of full-time service/s rendered

b) Directors who are also membersof the Audit Committee

c) Directors who are NOT membersof the Audit Committee

Monthly Remuneration (Baht)

None

166,667*

133,334*

* same as the remuneration paid in

2008 and there is no increase.

Enclosure No. 1




Khun Warin Paisarnsinchai

He asked to know why the remuneration of the directors are not round numbers. Was this for some tax or

accounting reason?

The Chairman clarified that the number is based on an annual number divided by 12 and notbecause of any tax or accounting reason.

Khun Thongchai Athipakvachiraporn

He asked for clarification whether directors other than outside directors, including audit committee members,do not receive any directors' fee and requested that the remuneration of executives be disclosed.

The Chairman clarified that the directors who are full time employees of the Company or

affiliates receive a separate salary, but receive no added compensation for being directors. TheCompany does not disclose any individual's salary, however, the combined remuneration ofexecutives is already disclosed in the 2008 Annual Report.

Khun Uraiwan - shareholder

She asked to know whether the figure disclosed in the financial statement includes other compensationand benefits received by directors from the Company.

The Chairman advised the total compensation for directors and executives disclosed in the2008 Annual Report includes all benefits which directors and executives receive from the

Company.


He asked whether independent directors and audit committee members are independent and requestedthat the remuneration of executives be disclosed.

The Chairman responded affirmatively that all those directors are independent directors and thetotal remuneration of executives was already disclosed in the 2008 Annual Report.


She asked to know the scope of duties of audit committee members who receive director fees from the

Company.

The Chairman invited Khun Sompop to answer the question. Khun Sompop clarified that theAudit Committee has many duties and responsibilities i.e. reviewing irregularity issues; legal

and regulatory compliance; ensuring that entry into certain related party transactions is for thebenefit of the shareholders. The main duties and responsibilities are to protect all shareholdersincluding the minority shareholders. The remuneration received is not the salary but a directorsfee. The Audit Committee members are not employees of the Company. The Chairman alsoinvited Dr. Kurujit to add his comments. Dr. Kurujit clarified that he is an independent director.

His duties and responsibility include reviewing the quarterly financial statements and dividendpayments. He also reviews whether the operations of the Company are consistent withcompany's policies and based on sound judgement and exercise of due care.

Enclosure No. 1


As there were no further questions, the Chairman then proposed that the shareholders approve the proposedremuneration. He advised that under the Public Limited Companies Act, the resolution required for this agenda itemis a vote of not less than 2/3's of the total votes of shareholders present.

Resolution: The Meeting resolved by a vote in excess of the requisite 2/3rd majority as shown below that theremuneration of directors should be in line with the past practice as proposed:




Total: 2,842,617,587 votes or 100%


Agenda Item 7 To consider and approve the appointment of the Company's auditorsand their remuneration

The Chairman advised the Meeting that the Board had recommended the appointment of Khun

Prasan, Khun Unakorn and Khun Nattaporn of PricewaterhouseCoopers ABAS Ltd as thecompany's auditors, and that they be paid the same remuneration as last year. He then invitedKhun Phantipa to elaborate on this in Thai.

Khun Phantipa elaborated that section 120 of the Public Limited Companies Act B.E. 2535(1992) and Articles 39 and 49 of the Company's Articles of Association, require that theappointment of the Company's auditors and their remuneration be approved by the Shareholders.

She noted that the previous auditors may be re-appointed.

She noted that the Board of Directors, with the concurrence of the Audit Committee, had recom-mended that the shareholders approve the appointment of Khun Prasan Chuaphanich C.P.A.(Thailand) No. 3051, Khun Unakorn Phruithithada C.P.A. (Thailand) No. 3257, and KhunNattaporn Phan-Udom C.P.A. (Thailand) No. 3430; all of PricewaterhouseCoopers ABAS Ltd, asthe Company's auditors and to authorize any of them to conduct the appropriate audits and to

render relevant opinions in the financial statements.

She also noted that the proposed auditing firm has no conflict of interest with the Company, themanagement of the Company, its majority shareholders or related persons of the said persons.

She noted that the proposal calls for the proposed auditors be paid a fixed remuneration of Baht4,300,000 (same as last year).

Khun Suporn Pathumsuwanwadee - shareholder

She asked the auditor of the audit method and how to response to the irregularity.

Khun Prasarn (the auditor) responded that in auditing, the auditor has to follow the generalaccepted accounting principle. The auditor will report to the audit committee and discuss withmanagement.

Enclosure No. 1


As there were no further questions, the Chairman proposed that the shareholders approve the appointment of theaforementioned auditors and their remuneration as proposed. He advised that for this agenda item the vote requiredwas a simple majority of shareholders entitled to vote.

Resolution: The Meeting resolved by a majority vote as shown below that Mr. Prasan Chuaphanich C.P.A.(Thailand) No. 3051, Ms. Unakorn Phruithithada C.P.A. (Thailand) No. 3257, and Ms. Nattaporn

Phan-Udom C.P.A. (Thailand) No. 3430; all of PricewaterhouseCoopers ABAS Ltd, be ap-pointed the Company's auditors and each of them be authorized to conduct the appropriateaudits and to render relevant opinions in the financial statements, at a fixed total remunerationof Baht 4,300,000:




Total: 2,842,617,587 votes or 100%


Agenda Item 8. Other business

As there was no other business to be conducted, the Chairman then invited the final questions

or comments from shareholders.

Various comments were offered with respect to adequacy of the refreshments provided at themeeting and the absence of any gifts as well as suggestions regarding contributions by theCompany for religious purposes.

The Chairman thanked all for their comments and said the Company would take the commentsunder consideration.

After the discussion, the Chairman thanked all shareholders for their attendance at the 2009Annual General Meeting of Shareholders and closed the Meeting.

The meeting adjourned at 17.00 hours

Daniel E. Lyons

Chairman of the Meeting

(Daniel E. Lyons)

Jim Anthony

Corporate Secretary

(Jim Anthony)

Enclosure No. 1


Enclosure No. 3

Education : Honorary Doctorate in Commerce,Thammasat University, ThailandHonorary Doctorate in Business Administration,National Institute of Development Administration, ThailandInternational Management Course, Columbia University, USA

Experience (Before 2003) : Deputy Minister of IndustryChairman of the Board, Bangkok Metropolitan Bank PublicCompany LimitedChairman of the Board, The State Railway of Thailand

General Manager, IBM Thailand Company Limited

Record of violation of law : None

Shareholding in the Company : 0.0001% of total issued shares

Director Development Training : Director Accreditation Program (DAP) offered by the Thai Instituteof Directors Association (IOD)

Family relationship with : NoneExecutives of the Company

Attendance of Board Meeting : 4/5in year 2009

Directorship/Management : Saha-Union Public Company Limited,

in other listed company Independent Director and Chairman of Audit CommitteeUnion Textile Public Company Limited, Independent DirectorUnion Plastic Public Company Limited, Independent DirectorUnion Pioneer Public Company Limited, Independent DirectorUnion Technology (2008) Public Company Limited,

Independent Director and Chairman of Audit CommitteeTararom Enterprise Public Company Limited,Independent Director

Directorship/Management : B.B. Business Management Company Limited

in non-listed company Director

Mr. Sompop Amatayakul

Independent Director and Chairman

of Audit Committee

Age: 69 years old


Directorship/Management in Business : Nonewith potential conflict of interest

Number of Directorship Term : 1 TermIn the Company

Additional qualifications : Not be nor have been an executive officer, employee, staff, salaried

for independent director consultantNot be a professional service provider (i.e. auditor, legal advisor)Not have significant business relationship with the Company in amanner which may interfere with his independent judgment(i.e. selling and purchasing of raw material, goods, services orlending and borrowing of money)


Enclosure No. 3

Education : M.Sc in Industrial Engineering and Management,Oklahoma State University, USA

Experience : 2005 - 2007 : Advisor,Betagro Agro Group Public Company Limited

2001 - 2003 : Chief Operating Officer,

Thai Petrochemical Industries Public CompanyLimited


Shareholding in the Company : None

Director Development Training : Director Certification Program (DCP); and Finance for Non-FinanceDirector offered by the Thai Institute of Directors Association (IOD)

Family relationship with executives : None

of the Company


Directorship/Management : Nonein other listed company

Directorship/Management : Nonein non-listed company



Additional qualifications : Not be nor have been an executive officer, employee, staff,for independent director salaried consultant

Not be a professional service provider (i.e. auditor, legal advisor)Not have significant business relationship with the Company in

a manner which may interfere with his independent judgment(i.e. selling and purchasing of raw material, goods, services orlending and borrowing of money)

Mr. Smit Tiemprasert

Independent Director, Member of Audit Committee

and Chairman of Performance Evaluation Committee

Age: 70 years old


Enclosure No. 3

Education : M. A. (Accounting),University of Alabama, USACertified Public Accountant

Experience : 2007 - 2009 : Independent Director and Audit Committee Member,Electricity Generating Public Company Limited

2003 - 2006 : Member of the Committee on Curriculum QualityGuarantee of the Faculty of Commerce andAccountancy, Chulalongkorn University

1999 - 2005 : Independent Director and Member of AuditCommittee, Delta Electronics Thailand PublicCompany Limited



Director Development Training : Director Certification Program (DCP); and Audit Committee Program(ACP) offered by the Thai Institute of Directors Association (IOD)

Family relationship with executives : Noneof the Company


Directorship/Management : Thai Poly Acrylic Public Company Limited,in other listed company Independent Director and Member of Audit Committee

Capital Nomura Securities Public Company Limited,Independent Director and Member of Audit CommitteeElectricity Generating Public Company Limited,Member of Group Business Committee

Directorship/Management : Nonein non-listed company



Additional qualifications : Not be nor have been an executive officer, employee, staff,for independent director salaried consultant

Not be a professional service provider (i.e. auditor, legal advisor)Not have significant business relationship with the Company ina manner which may interfere with his independent judgment(i.e. selling and purchasing of raw material, goods, services orlending and borrowing of money)

Ms. Wattanee Phanachet

Independent Director and Member

of Audit Committee

Age: 72 years old


Enclosure No. 3

Education : M.Sc in Chemical Engineering,

Illinois Institute of Technology, USA

Experience : 2006 - 2007 : Asia-Pacific Refining Business Advisor,

ExxonMobil Limited

2004 - 2006 : Asia-Pacific Refining Business Advisor,


1997 - 2004 : Refinery Manager,




Director Development Training : Director Accreditation Program (DAP) offered by the Thai Institute

of Directors Association(IOD)

Family relationship with executives : None

of the Company

Attendance of Board Meeting : 5/5

in year 2009

Directorship/Management : None

in other listed company

Directorship/Management : None

in non-listed company

Directorship/Management in Business : None

with potential conflict of interest

Number of Directorship Term : 1 Term

In the Company

Mr. Wattana Chantarasorn

Director and Member of Performance Evaluation

Committee

Age: 63 years old


Enclosure No. 3

Qualification of Independent Director

(In accordance with the requirement of SEC and SET)

The qualifications of each independent director shall comply with the following criteria:

1. Not hold shares exceeding 1% of the total number of shares with voting rights of the Company, its parentcompany, its subsidiaries, affiliates, major shareholder or controlling person, including the shares held by

related persons of the independent director;

2. Not be nor have been an executive director, employee, staff, salaried consultant or a controlling person of theCompany, its parent company, its subsidiaries, affiliates, same-level subsidiaries, major shareholder or

controlling person unless foregoing status has ended not less than two years prior to the date of appointmentexcept where the independent director(s) was the government officer or consultant of the government agencywhich is the major shareholders or a controlling person of the Company;

3. Not be a person related by blood or registration under laws, such as father, mother, spouse, sibling and child,

including spouse of the children, executives or majority shareholders or controlling persons or persons to benominated as executive or controlling persons of the Company or its subsidiaries;

4. Not have nor have had business relationship with the Company, its parent company, its subsidiaries, affiliates,

major shareholder or controlling person in a manner which may interfere with his independent judgment andneither being nor having been a significant shareholder or controlling person of any person having businessrelationship with the Company, its parent company, its subsidiaries, affiliates, major shareholder or controllingperson unless the foregoing relationship has ended not less than two years prior to the date of appointment

The term "business relationship" includes the normal business transaction, rent or lease of property,transactions related to assets or services or financial assistance transaction, through receiving or extendingloans, guarantees, providing assets as collateral, and any other similar, which result in the Company or itscounterparty being subject to indebtedness payable to the other party in the amount of three (3) percent of thenet tangible assets of the Company or Baht twenty (20) million whichever is lower. The value of the business

relationship shall be calculated according to the method for calculation of value of connected transactionunder the Notification of the Capital Market Supervisory Board governing rules on connected transactionmutatis mutandis. The consideration of such indebtedness shall include indebtedness occurred during theperiod on one year prior to the date on which the business relationship with the person commences;

5. Neither be nor have been an auditor of the Company, its parent company, its subsidiaries, affiliates, majorshareholder or controlling person and not being a significant shareholder, controlling person or partner of anaudit firm which employs auditors of the Company, its parent company, its subsidiaries, affiliates, majorshareholder or controlling person unless the foregoing relationship has ended not less than two years prior tothe date of appointment;

6. Neither be nor have been any professional advisor including legal advisor or financial advisor who receivesan annual service fee exceeding two million Baht from the Company, its parent company, its subsidiaries,affiliates, major shareholder or controlling person, and neither being a significant shareholder or controllingperson or partner of the professional advisor unless the foregoing relationship has ended not less than two

years prior to the date of appointment;

7. Not be a director who has been appointed as representative of the Company's director, major shareholder orshareholders who are related to the Company's major shareholder;

8. Not operate the business of the same nature as and in significantly competition with the Company orsubsidiaries nor be a significant partner in the partnership or executive director, employee, staff, salariedconsultant or hold share exceeding 1% of the total number of shares with voting rights of the other companiesundertaking the business of the same nature as and in competition with the Company or subsidiaries; and

9. Not have any characteristics which make him incapable of expressing independent opinions with regard to

the Company's business affairs.


Enclosure No. 4

Rules for registration,proxy and attending the Shareholders' Meeting

Registration

Shareholders or proxies may register for the meeting at Ampava Room, 10th Floor, starting from 13.00 hours onTuesday, April 27, 2010.

Attendance of Meeting in Person

Submit a signed and completed Registration Form

Present original identification card, government official identification card or passport (in case of

foreign shareholders) for registration

In the event of change of name - last name, evidence certifying such change must also bepresented.

Appointment of Proxy

Each shareholder is permitted to grant only one proxy authorizing attendance and voting at themeeting. Shareholders are not permitted to allocate voting right amongst multiple proxy holders.

The Company has prepared and sent 3 types of proxy forms to the shareholders along with an

invitation notice for the shareholders' meeting. The shareholders may select for usage either oneof the proxy forms as appropriate and affix a stamp duty of Baht 20, crossed and dated appropriatelyto validate it in accordance with the law. The Company recommends proxy form B specifying yourvoting intention in each agenda.

In order to enable the Company to prepare for the meeting properly, shareholders are encouragedto submit duly completed and signed proxy forms in accordance with the below rules along with allsupporting documents to the Company Secretary at the Company's address at least 1 day prior tothe meeting date so that the Company has sufficient time to verify the documents.

Supporting Documents for the Appointment of Proxy

In case of individual grantor The grantor must submit and the proxy must present the following documents:

Form of proxy signed by the grantor.

Copy of grantor identification card, government official identification card or passport (in case offoreign appointer) which must be certified true and correct by the grantor.

The proxy must present his/her original identification card, government official identification card or

passport (in case of foreign proxy) for the purpose of registration.

In case of juristic person grantor The grantor must submit and the proxy must present the following documents:

Form of proxy signed by a person authorized to sign to bind the juristic person according to itsAffidavit, with the seal of the juristic person affixed (if any).

In case that the grantor is a juristic person registered in Thailand, please submit a copy of Affidavitissued by the Ministry of Commerce with a validity date no later than 2 months prior to the date ofthe shareholder meeting, certified true and correct by a person authorized to sign to bind suchjuristic person with the seal of the juristic person affixed (if any).


Enclosure No. 4

In case the grantor is a juristic person registered abroad, please submit a copy of the constitutionaldocument issued by competent authority in the country where the juristic person is located, andcertified by a notary public or other competent authority for no longer than 3 months.

Copy of identification card, government official identification card or passport (in case of foreignappointer) of authorized person(s) of the juristic person which must be certified true and correct bythe owner of the identification card, government official identification card or passport (as the casemay be).

For a foreign juristic person, if an original of any document is not in the English language, theEnglish translation thereof must be prepared and attached. Such translation must also be certifiedtrue and correct by a person authorized to sign to bind the juristic person.

The proxy must present his/her original identification card, government official identification card orpassport (in case of foreign proxy) for the purpose of registration.

In case grantor is custodian that the Company's shares are deposited with and such custodian is taking care of theCompany's shares for the foreign investor whose name appears in the register book, and custodian appoints theproxy to attend the meeting with Proxy Form C. The grantor must submit and the proxy must present the followingdocuments:

Power of Attorney from the shareholder who is a foreign investor authorizes the custodian toexecute the proxy on his/her behalf together with the identification of the foreign investor whosename appears in the register book as follows:

- a copy of the constitutional document issued by competent authority in the country wherethe juristic person is located, and certified by a notary public or other competent authorityfor no longer than 3 months

- Copy of passport of authorized person(s) of such foreign investor which must be certifiedtrue and correct by the owner of passport.

Confirmation letter showing that signatory of the Proxy is authorized to operate custodian business.

Form of proxy signed by a person authorized to sign to bind the custodian according to its Affidavit,with the seal of the juristic person affixed (if any).

Copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 monthsprior to the date of the shareholder meeting, certified true and correct by a person authorized to signto bind such juristic person with the seal of the juristic person affixed (if any).

Copy of identification card, government official identification card or passport (in case of foreign

appointer) of authorized person(s) of the custodian, which must be certified true and correct by theowner of the identification card, government official identification card or passport (as the case maybe).

If any of the aforementioned documents is not in the English language, the English translationthereof must be prepared and attached. The translation must also be certified true and correct by aperson referring to such document or a person authorized to act on behalf of such person.

The proxy must present his/her original identification card, government official identification card or

passport (in case of foreign proxy) for the purpose of registration.

Esso (Thailand) Public Company Limited reserves the right to permit only those who have, in its view, submittedcompleted and correct documents to attend the meeting.


Enclosure No. 5

Explanation regarding Proxy Forms for the Shareholders' Meeting

Reference is made to the Notice of Department of Business Development Re: Prescription of Proxy Form (No. 5) B.E.

2550, dated 2 February 2007, specifying three types of proxy forms for use in meetings of shareholders of public

limited companies as follows:-

Form A General proxy, which allows the Proxy to vote freely on behalf of the Grantor.

Form B Proxy that specifies various particulars for authorization and which contains clear and concise

details thereof and requires the Proxy to vote in the manner pre-selected by the Grantor.

Form C Specific proxy for used by foreign shareholders who appoint a custodian in Thailand to act as

custodian of shares.

If any shareholder is unable to attend the meeting, such shareholder may appoint another person or any one of the

following person to act as proxy to attend and vote on their behalf and to form the quorum of the meeting in

compliance with the Articles of Association of the Company:

Dr. Kurujit Nakornthap Independent Director

Please select the appropriate form and sign your name as the Grantor, and clearly specify the proxy's name, affix

duty stamp of Baht 20, and return the same together with the supporting documents for the appointment of Proxy as

stipulated in Rules for registration, proxy and attending the Shareholders' Meeting (Enclosure No. 4) to the Company

Secretary at the Company's address prior to the meeting. Thank you for your cooperation.

Brief Profile of Independent Directors acting on Proxies for Shareholders

1. Name-Surname : Dr. Kurujit Nakornthap

Age : 54 years old

Address : Esso (Thailand) Public Company Limited

3195/17-29 Rama IV Road, Klong Ton,

Klong Toey, Bangkok 10110

Position : Independent Director

Remark : Has no conflict of interest in any agenda item


Enclosure No. 5

Written at ......................................................

Date ...............................................................

(1) I/We ............................................................................................ Nationality .....................................................

Residing at house No. ............................. Road ................................................ Tambol/Kwaeng ...........................................

Amphur/Khet .............................................. Province .......................................... Post code ......................................................

(2) Being a shareholder of .......................................................................................................................................

holding the total amount of ....................... shares and have the rights to vote equal to ............................ votes as follows:

Ordinary share ............................................ shares and have the rights to vote equal to ............................................... votes

Preferred share ........................................... shares and have the rights to vote equal to ............................................... votes

(3) Hereby appoint:

(1) ............................................................................................... Age ...................................................... years


Amphur/Khet .............................................. Province .......................................... Post code ................................................. or

(2) ................................................................................................ Age ...................................................... years



(3) ................................................................................................ Age ...................................................... years



Independent Director Dr. Kurujit Nakornthap

Any one of them as my/our proxy to attend the Meeting and to cast vote on my/our behalf at the 2010

Annual General Meeting of Shareholders on 27 April 2010, at 14.00 hours, at the Windsor Suites Hotel, Petchpailin

Ballroom, 11th Floor, No. 8, Soi 18-20 Sukhumvit Road, Bangkok or any other date, time and place as may be

postponed or changed.

Any act performed by the Proxy at the Meeting shall be deemed as such acts had been done by myself/

ourselves in all respects.

Signed ............................................ Grantor

( ........................................................ )

Signed ............................................ Proxy

( ......................................................... )

Signed ............................................ Proxy

( ......................................................... )

Signed ............................................ Proxy

( ......................................................... )

Proxy Form (Form A)Please affix

Stamp duty

of Baht 20

Notes:

(1) The shareholder shall appoint only one proxy to attend

and vote at the Meeting and shall not allocate the

number of shares to several proxies to cast vote

separately.

(2) The supporting documents for the appointment of

proxy as listed in the rules for registration, proxy and

attending the Shareholders' Meeting, enclosure no. 4,

must be enclosed.



Enclosure No. 5

Written at ......................................................

Date ...............................................................

(1) I/We ............................................................................................ Nationality .....................................................



(2) Being a shareholder of .......................................................................................................................................

holding the total amount of ....................... shares and have the rights to vote equal to ............................ votes as follows:



(3) Hereby appoint:

(1) ................................................................................................ Age ...................................................... years



(2) ................................................................................................ Age ...................................................... years



(3) ................................................................................................ Age ...................................................... years








(4) I/We hereby appoint the proxy to cast vote on my/our behalf at this Meeting as follows:

Agenda 1 To certify the Minutes of the 2009 Annual General Meeting of Shareholders

(a) The proxy shall have the right to consider and cast the votes on my/our behalf

in all respects as deemed appropriate.

(b) The proxy must cast the votes according to my/our intention as follows:

Approve Disapprove Abstain

Agenda 2 To acknowledge the report of the Board of Directors regarding business operations

during the past year including annual report proposed to the meeting and approve the

balance sheet and profit and loss account including the report of the auditor



Proxy Form (Form B)Please affix

Stamp duty

of Baht 20



Enclosure No. 5



Agenda 3 To consider and approve the allocation of profit and dividend payments





Agenda 4 To consider and approve the election of directors in place of those retiring by rotation




Appointment of all the directors


Appointment of individual director

Name of Director..........................................................................................


Name of Director..........................................................................................


Name of Director..........................................................................................


Name of Director..........................................................................................


Agenda 5 To consider and approve Director's remuneration





Agenda 6 To consider and approve the appointment of the Company’s auditors and their

remuneration








Mr. Wattana Chantarasorn


Enclosure No. 5

Agenda 7 To consider other business (if any)





(5) Voting of the Proxy in any agenda that is not as specific in this Proxy shall be considered as invalid

and not my/our voting as a shareholder.

(6) In case I/we have not specified a voting intention in any agenda or not clearly specified or in case

the Meeting considers or passes resolutions in any matters apart from those agendum specified above, including in

case there is any amendment or addition of any fact, the Proxy shall have the right to consider and cast the votes on

my/our behalf in all respects as deemed appropriate.



Signed ............................................ Grantor

( ........................................................ )

Signed ............................................ Proxy

( ......................................................... )

Signed ............................................ Proxy

( ......................................................... )

Signed ............................................ Proxy

( ......................................................... )

Notes:

(1) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of

shares to several proxies to cast vote separately.

(2) The supporting documents for the appointment of proxy as listed in the rules for registration, proxy and attending the

Shareholders' Meeting, enclosure no. 4, must be enclosed.

(3) For the election of directors, it is applicable to elect either director as a whole or elect each director individually.

(4) In case there is any other agenda to be considered in addition to those specified above, the grantor can specify such

agenda in the Attachment to Proxy Form (Form B).


Enclosure No. 5

Attachment to Proxy Form (Form B)

The proxy of the shareholder of ............................................................................................................................

At 2010 Annual General Meeting of Shareholders on 27 April 2010, at 14.00 hours, at the Windsor Suites

Hotel, Petchpailin Ballroom, 11th Floor, No. 8, Soi 18-20 Sukhumvit Road, Bangkok or any other date, time and place

as may be postponed or changed.

......................................

Agenda No. ....... Subject .........................................................................................................................................

(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all

respects as deemed appropriate.














Name of Director ....................................................................................................................................


Name of Director ....................................................................................................................................


Name of Director ....................................................................................................................................


Name of Director ....................................................................................................................................


Name of Director ....................................................................................................................................



To consider and approve the election of directors in place of thoseretiring by rotation

4

......................................


Enclosure No. 5

Written at ......................................................

Date ...............................................................

(1) I/We ............................................................................................ Nationality .....................................................



Acting as a Custodian for ...............................................................................................................................................................

A shareholder of ...............................................................................................................................................................................

holding the total amount of ....................... shares and have the rights to vote equal to............................. votes as follows:



(2) Hereby appoint:

(1) ............................................................................................... Age ...................................................... years



(2) ............................................................................................... Age ...................................................... years



(3) ............................................................................................... Age ...................................................... years








(3) I/We would like to grant proxy holder to attend and vote in the Meeting as follows:

Grant proxy the total amount of shares to have the rights to vote

Grant partial shares of

Ordinary share ............................. shares and have the rights to vote equal to .................. votes

Preference share ......................... shares and have the rights to vote equal to .................. votes

Total amount of shares to have the rights to vote equal to ................................................... votes

(4) I/We hereby appoint the proxy to cast vote on my/our behalf at this Meeting as follows:

Agenda 1 To certify the Minutes of the 2009 Annual General Meeting of Shareholders




Approve.......... votes Disapprove.......... votes Abstain.......... votes

Proxy Form (Form C)(For foreign shareholders appointing custodian in Thailand)

Please affix

Stamp duty

of Baht 20



Enclosure No. 5

Agenda 2 To acknowledge the report of the Board of Directors regarding business operations

during the past year including annual report proposed to the meeting and approve the

balance sheet and profit and loss account including the report of the auditor





Agenda 3 To consider and approve the allocation of profit and dividend payments





Agenda 4 To consider and approve the election of directors in place of those retiring by rotation




Appointment of all the directors


Appointment of individual director

Name of Director ............................................................................................

Approve.......... votes Disapprove.......... votes Abstain..........votes

Name of Director ............................................................................................


Name of Director ............................................................................................


Name of Director ............................................................................................


Agenda 5 To consider and approve director's remuneration





Agenda 6 To consider and approve the appointment of the Company's auditors and their

remuneration








Mr. Wattana Chatarasorn


Notes:

(1) The Proxy Form C is used only in case where foreign shareholders as registered in the share register who have

custodian in Thailand. (English version is for reference, please fill in Proxy Form C in Thai version only.)

(2) Evidences to be enclosed with the proxy form are:

(2.1) Power of Attorney from shareholder authorizes a custodian to sign the Proxy Form on behalf of the shareholder

together with the following documents:

(a) copy of the constitutional document issued by competent authority in the country where the juristic

person is located, and certified by a notary public or other competent authority for no longer than 3

months

(b) copy of passport of authorized person(s) of such foreign investor which must be certified true and

correct by the owner of passport.

(2.2) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian.

(2.3) Copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date

of the shareholder meeting, certified true and correct by a person authorized to sign to bind such juristic person

with the seal of the juristic person affixed (if any).

(2.4) Copy of identification card, government official identification card or passport (in case of foreign appointer) of

authorized person(s) of the custodian, which must be certified true and correct by the owner of the identification

card, government official identification card or passport (as the case may be).

(3) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of

shares to several proxies to cast vote separately.

(4) For the election of directors, it is applicable to elect either director as a whole or elect each director individually.

(5) In case there is any other agenda to be considered in addition to those specified above, the grantor can specify such

agenda in the Attachment to Proxy Form (Form C).

Enclosure No. 5

Agenda 7 To consider other business (if any)





(5) Voting of the Proxy in any agenda that is not as specific in this Proxy shall be considered as invalid

and not my/our voting as a shareholder.

(6) In case I/we have not specified a voting intention in any agenda or not clearly specified or in case

the Meeting considers or passes resolutions in any matters apart from those agendum specified above, including in

case there is any amendment or addition of any fact, the Proxy shall have the right to consider and cast the votes on

my/our behalf in all respects as deemed appropriate.



Signed ............................................ Grantor

( ........................................................ )

Signed ............................................ Proxy

( ......................................................... )

Signed ............................................ Proxy

( ......................................................... )

Signed ............................................ Proxy

( ......................................................... )


Enclosure No. 5

Attachment to Proxy Form (Form C)

The proxy of the shareholder of ............................................................................................................................

At the 2010 Annual General Meeting of Shareholders on Tuesday, 27 April 2010, at 14.00 hours, at the

Windsor Suites Hotel, Petchpailin Ballroom, 11th Floor, No. 8, Soi 18-20 Sukhumvit Road, Bangkok or any other

date, time and place as may be postponed or changed.

......................................

















Name of Director ....................................................................................................................................


Name of Director ....................................................................................................................................


Name of Director ....................................................................................................................................


Name of Director ....................................................................................................................................


Name of Director ....................................................................................................................................



To consider and approve the election of directors in place of thoseretiring by rotation

4

......................................


Enclosure No. 6

Articles of Association of the Company relating to Shareholders' Meeting

Chapter 5

Directors and Meeting of the Board of Directors

14) Unless otherwise prescribed in Articles 19, directors must be elected at a meeting of shareholders inaccordance with the following rules and procedures:

(a) in election of each director, each shareholder will have vote(s) equal to the number of share(s) heldby him;

(b) each shareholder may vote all of his shares in the exercise of the right he has under paragraph (a)

to elect each of the candidates of his choice as a director but he cannot split his shares and cast hissplit votes in favour of two or more candidates to one directorship;

(c) the candidates will be appointed as directors in order descending from the highest to the lowestnumber of votes received until all of director positions required at such time are filled. Where thevotes cast for candidates in descending order are tied, which would otherwise cause the number ofdirectors to be exceeded, in case the chairman is also the Company's shareholder, the chairman ofthe meeting shall have a casting vote, or, in case the chairman is not the Company's shareholder,the decision shall be made by drawing lot.

15) At every annual general meeting, one-third of the directors shall retire. If the number of directors is not amultiple of three, then the number of directors closest to one-third shall retire.

16) A director who retires from his office may be re-elected.

27) Directors are entitled to remuneration, allowances and fringe benefits from the Company in the form ofemolument, bonus, or other similar entitlements and per diem as prescribed by the Board of Directors whichmay set an exact amount or a guideline and may prescribe it for certain or indefinite periods of time until it ischanged.

The provisions stated in paragraph one will not affect the right of the Company's staff or employees who areappointed to be the directors with respect to their entitlement of any compensation and benefit as theCompany's staff or employees.


Chapter 6

Shareholders' Meeting

31) The Board of Directors must arrange for an annual general meeting of the shareholders to be held within fourmonths from the last day of the Company's fiscal year at the place where the head office of the Company islocated, nearby province or any place which the chairman of the board deems appropriate.

34) In calling a shareholders' meeting, the Board of Directors must proceed as follows:

(a) prepare a notice stating the place, date, time and agenda of the meeting and matters to beproposed to the meeting together with reasonable details by indicating clearly whether it is the

matter proposed for acknowledgement, for approval or for consideration, including the opinion ofthe Board of Directors for such matters; and

(b) deliver the above notice to the shareholders at least 7 days prior to the date of the meeting; and

(c) publish the above notice in a newspaper for 3 consecutive days at least 3 days prior to the date ofthe meeting.

35) In order to constitute a quorum, there must be at least 25 shareholders and proxies (if any) attending at ashareholders' meeting; or at least one half (1/2) of the total number of shareholder; and in either case, suchshareholders must hold not less than one-third of the total number of the Company's shares issued and sold.

At any shareholders' meeting, if one hour has passed since the time specified for the meeting and the number

of shareholders attending is still inadequate for a quorum as defined in the first paragraph of Article 35, and:

(a) if such shareholder's meeting is called by the request of the shareholders, such meeting will becancelled;

(b) if such shareholder's meeting is not called by the request of the shareholders, the Board ofDirectors must call for another meeting by sending a notice to the shareholders at least 7 days priorto the date of the meeting. The notice is not required to be published in a newspaper. At thesubsequent meeting, a quorum prescribed in the first paragraph of Article 35 is not required.

36) The Chairman has a duty to conduct the meeting in compliance with the articles of association of theCompany relating to shareholders' meeting and to follow the sequence of the agenda specified in the noticeunless the meeting resolves to change the sequence of the agenda items specified in the notice by a vote ofnot less than two-third of the number of shareholders or proxies (if any) present at the meeting.

If the meeting concludes its consideration of the matter referred to in the first paragraph, the Shareholders ortheir proxies (if any) holding an aggregate of not less than one-third of the total number of shares issued andsold may request the meeting to consider matters other than those which are indicated in the notice.

If the meeting has not concluded its consideration of the matter according to the sequence of the agendareferred to in the first paragraph nor the matter raised by the shareholders under the second paragraph and itis necessary to postpone the consideration of the meeting, the meeting shall then determine the place, dateand time for the next meeting and require the board of directors to send a notice stating the place, date, timeand the agenda of the meeting to the shareholders at least 7 days prior to the date of the meeting. The notice

must be published in a newspaper for 3 consecutive days at least 3 days prior to the date of the meeting.

Enclosure No. 6


37) A resolution of the shareholders' meeting shall require:

(a) in an ordinary event, the majority vote of shareholder or proxies (if any) who attend the meeting andare entitled to vote; where one share will be counted as one vote. In case of a tied vote, thechairman of the meeting will have a casting vote.

(b) in the following events, a vote of not less than three quarters of the total number of votes of theshareholders and proxies (if any) who attend the meeting and are entitled to vote; where one sharewill be counted as one vote:

(1) sale or transfer of the whole or certain substantial parts of the Company's business to otherperson;

(2) purchase or acceptance of a transfer of business of other companies or private companies;

(3) making, amending or terminating of contract concerning the granting of a lease of thewhole or certain substantial parts of the Company's business;

(4) authorization of another person to manage the Company's business; or amalgamation ofthe business with other persons for sharing profit and loss;

(5) amendment, modification or addition to the memorandum or articles of association of the

Company;

(6) increase or decrease of capital;

(7) issuance of debentures;

(8) amalgamation; or

(9) dissolution

38) A secret vote at a shareholders' meeting may be made upon a request by at least five shareholders and aresolution passed by the shareholders' meeting by a majority vote of the shareholders and proxies (if any)who attend the meeting and are entitled to vote where one share shall be counted as one vote.

39) At annual general meeting should transact the following businesses:

(a) to acknowledge the report of the Board of Directors proposed to the meeting regarding business

operation during the past year including its annual report;

(b) to consider and approve the balance sheet and profit and loss accounts including an audit report ofthe auditor;

(c) to allocate profit and declare dividend;

(d) to appoint directors replacing directors retiring by rotation;

(e) to appoint an auditor; and

(f) to consider other business.

Enclosure No. 6

.


Enclosure No. 7

Form for request of a hard copy of the Annual Report

Attn: Investor Relations / Company Secretary

Fax: (66) 2262-4826 / (66) 2262-4664

Email: [email protected]

Address: 3195/17-29 Rama IV Road, Klong Ton, Klong Toey, Bangkok 10110

I, a shareholder of Esso (Thailand) Public Company Limited, would like to request a hard copy of the

Company's 2009 Annual Report. Please send a hard copy of the Annual Report to the address below:

2009 Annual Report (Thai Version); or

2009 Annual Report (English Version)

Name of Shareholder: ...................................................................................................................................

Address: ...................................................................................................................................

...................................................................................................................................

...................................................................................................................................

...................................................................................................................................

Contact Number: ...................................................................................................................................

Signature ...................................................................

( )

Date ............................................................................

Remark: Copies of the Annual Report will also be available for shareholders attending the annual

general meeting.


Enclosure No. 8

Map of Meeting Location

Windsor Suites Hotel at Petchpailin Ballroom, 11th Floor,No. 8 Soi 18-20, Sukhumvit Road, Bangkok

Remark: Shareholders or proxies may register for the meeting at Ampava Room, 10th Floor,starting from 13.00 hours