SET Announcements

March 22, 2007 To: President, The Stock Exchange of Thailand Re: Report on the recent Board of Directors' resolutions on calling for the 2006 AGM, and dividend payment. The meeting of our Board of Directors, held this afternoon, has passed the following resolutions:- 1. Resolved to amend our dividend payment policy to clarify the understanding on the policy to be as follows:- "BEC World Plc. has its policy to pay dividend at the rate not lower than 90% of its consolidated net profits of each fiscal year, except in the year which it is required to invest hugely in important projects. The dividend payments from subsidiaries, most of which BEC has about 99.99% ownership, depends largely upon cash flow projections of the company and subsidiary to ensure that BEC can fulfill this policy". 2. Acknowledged the changes in accounting for investments from the equity method to the cost method in separate (the company only) financial statements of the company effective from January 1, 2007. The changes are retroactive and require the restatement of the separate (the company only) financial statements of the company; and also Resolved to propose to the coming AGM of the shareholders to allocate "legal reserve" and part of "share premium" to offset the deficit caused by the changes. 3. Acknowledged the plan to pay additional dividend from the 2006 net profits at the rate of Baht0.40 per share in May 2007, after getting the approval from the AGM of shareholders to offset the above mentioned deficit. 4. Resolved to propose to the coming AGM to add more diversity to the board to enhance its efficiency by adding a new director to the board. 5. Resolved to call the Annual Ordinary General Meeting of our shareholders [AGM] for the year 2007 to be held on Wednesday April 27, 2007 at Rainbow Room, 5th Floor, Imperial Queen's Park Hotel, No. 199 Sukhumvit Soi 22, Bangkok, at 2.30 p.m. The Notice to call the 2007 AGM is attached. 6. Resolved to close our Share Registration Book, for the rights to attend the aforementioned shareholders' meeting at 12:00 hours on Friday April 9, 2007 until the coming meeting of shareholders is finished. The Notice of the 2007 AGM together with all related supporting documents which will be sent to shareholders after the closing date will be posted earlier on the company's website "www. becworld.com". Please be informed accordingly. Yours faithfully, (Mr.Chatchai Thiamtong) Vice President-Finance ( DRAFT ) April 9, 2007 Re: Invitation to the 2007 Annual Ordinary General Meeting of Shareholders To: The Company's shareholders Enclosures: 1. Copy of minutes of the 2006 Annual Ordinary General Meeting of Shareholders 2. Copy of the 2006 annual report 3. Data of persons who are nominated to be elected as directors 4. Company's Articles of Association relating to the General Meeting of Shareholders 5. Proxy Form 6. List of documents required for registration to attend the Meeting 7. Map showing the location of the Imperial Queen's Park Hotel BEC World Public Company Limited will arrange for the 2007 Annual Ordinary General Meeting of Shareholders to be held on Wednesday, April 27, 2007 at 2.30 p.m. at the Rainbow Room, 5th Floor, Imperial Queen's Park Hotel, No.199 Soi Sukhumvit 22, Bangkok, to consider the following agenda: 1st Agenda: To Certify The Minutes Of The 2006 Annual Ordinary General Meeting Of Shareholders Information for Consideration: The 2006 Annual Ordinary General Meeting of Shareholders was held on 26 April, 2006 and the Minutes of the meeting had already been submitted to the SET and MOC within 14 days after the meeting. The company had also posted the minute on company's website "www.becworld.com" for general review. There were no comment nor any suggestion received, so far. A copy of the minute is enclosed as supporting document for agenda 1. Opinion of the Board: The Board of Directors is of the opinion that the shareholders meeting should certify the said Minutes. 2nd Agenda: To Acknowledge The Board Of Directors' Report Information for Consideration: The Director report is shown as part of the enclosed Annual Report. However, for the convenience of our shareholders a copy of such report is also enclosed separately as supporting document for agenda 2. Opinion of the Board: The Board of Directors is of the opinion that the report be presented to our shareholders. 3rd Agenda: To Approve The Balance Sheet And The Statements Of Income For The Fiscal Year Ended December 31, 2006 Information for consideration: According to the Company's Articles of Association, the Board of Directors has to prepare the balance sheet and the statements of Income for the fiscal year then ended and have them be audited by the auditor of the company and ready for shareholders' approval at the AGM. The balance sheet and statements of Income for the year ended December 31, 2006 are presented as part of the attached Company's Annual Report together with management discussion and analysis. Opinion of the Board: The Board of Directors is of the opinion that the balance sheet and the statements of Income for the year ended December 31, 2006 as audited and reported without qualification by the auditor should be approved by the shareholders meeting. 4th Agenda: To Approve Appropriation of The Profit of The Year 2006 Information for consideration: For the year 2006 the net operating results of the company is a profit of Baht 1,642,734,365 when adding this to the retained earnings brought forward at the beginning of the year of Baht 993,038,672 then deducting the final dividend of the year 2005 paid within the year by the 2006 AGM of Baht 600 million at Baht 0.30 a share; and the interim dividend of Baht 700 million at Baht 0.35 a share paid by the Board's resolution on September 7, 2006 thereby the total retained earnings at the end of 2006 available for appropriation is amounting to Baht 1,335,773,037. However, there are changes in accounting for investments, imposed by the Federation of Accounting Professions, from the equity method to the cost method in separate (the company only) financial statements of the company effective from January 1, 2007. The changes are retroactive and require the restatement of the separate (the company only) financial statements of the company causes the retained earnings at the beginning of this year was restated as deficit of Baht 1,569,774,212.78, thus the company cannot pay any dividend unless the deficit is cleared. Opinion of the Board: The Board of Directors is of the opinion that the retained earnings of the company cannot be appropriated this year. 5th Agenda: To Approve Transfer of Legal Reserve and Share Premium to Offset the Deficit Information for consideration: According to the changes in accounting for investments, imposed by the Federation of Accounting Professions, from the equity method to the cost method in separate (the company only) financial statements of the company effective from January 1, 2007. The changes are retroactive and require the restatement of the separate (the company only) financial statements of the company causes the retained earnings at the beginning of this year was restated as deficit of Baht1,569,774,212.78. However, as the company had already appropriated its profit of Baht 200 million as Legal Reserve and has Share Premium of Baht2,563,498,586; and the Public Company Law allows company to transfer these Legal Reserve and Share Premium to offset the deficit. Opinion of the Board: The Board of Directors is of the opinion that the meeting should approve the transfer of Legal Reserve and Share Premium to offset the whole amount of the deficit of Baht 1,569,774,212.78. 6th Agenda: To Appoint a New Director and Appoint Directors To Replace Those Who Were Due To Retire By Rotation And Fixing The Remuneration Of The Directors For The Year 2007 Information for consideration: According to the Company's Articles of Association, Board of Directors consists of not less than 5 persons; one-third of the Directors must retire by rotation at the Annual Ordinary General Meeting of Shareholders. The directors who retired can be re-elected for another period by the meeting. Furthermore the director have right to receive the remuneration. Currently there are 11 directors in our Board of Directors. The 4 directors who are retiring by rotation at this meeting are Mr. Arun Ngamdee, Mr.Prathan Rangsimaporn, Mr.Manit Boonprakob and Mrs. Ratchanee Nipatakusol. The biography of each person are presented as supporting document for agenda 6. Opinion of the Board: The Board of Directors is of the opinion that the meeting should re-elect Mr. Arun Ngamdee, Mr.Prathan Rangsimaporn, Mr.Manit Boonprakob and Mrs. Ratchanee Nipatakusol the retiring directors as the directors for another term, and Mr. Matthew Kichodhan should be elected as a new director, top up the Board of Director to 12 persons, to add more diversity to the board to enhance its efficiency; and the remuneration of the directors for the year 2006 should be fixed as follows: A. Meeting allowance for the Chairman of the Board shall be fixed at Baht 8,000 and for other directors shall be fixed at Baht 4,000 each per each board meeting and Meeting allowance for any sub-committee member shall be fixed at Baht 4,000 each per each meeting. The total Meeting Allowance of the year 2007 should be within Baht 500,000 as same as last year. B. Compensation at the amount of Baht 15 million, increased from last year level by Baht 3 millions, shall be fixed for all the directors, for the year 2007, to be appropriated among them by the Board. 7th Agenda: To Appoint Auditors And To Fix The Auditors' Fee For The Year 2007 Information for consideration: The Audit Committee has been assigned by the Board of Directors to select and appoint auditors and to fix the annual auditor fee. The Audit Committee had recommended the Board to nominate Mr. Chaiyakorn Aunpitipongsa and/or Mr. Apiruk Ati-anuwat of Dr. Virach & Associates Office, the previous auditor to be the auditor of the companies within the Group for the fiscal year 2007 and also recommended that the audit fee for the fiscal year 2007 should be fixed at the amount of Baht 5,243,000.-, an increase of 5.3% from the prior year. The increase of the audit fee is a resultant of the expansion of the existing business. The audit fee for the company is only Baht 1,160,000.- which 7.4% increased from prior year. Opinion of the Board: The Board of Directors is of the opinion that Mr. Chaiyakorn Aunpitipongsa CPA# 3196 and/or Mr. Apiruk Ati-anuwat CPA# 5202, of Dr. Virach & Associates Office, should be appointed as the Company's auditors for the fiscal year 2007, and the meeting should fix the audit fee for the group at the amount of Baht 5,243,000 which the Company's part is Baht 1,160,000.-, slightly increased from prior year as the businesses have expanded. The Company has fixed the date for closing the Company's Share Register Book for determining the rights of the shareholders to attend the 2007 Annual Ordinary General Meeting of Shareholders, from 12.00 noon of April 9, 2007 until the meeting is completed. We would appreciate it if you could attend the meeting on the day and at the time and place so indicated. In the case that you wish to appoint a proxy, which may be any one of our independent directors, to attend the meeting and vote on your behalf, please kindly fill out the attached proxy form and present it to the Company together with the required supporting documents within April 25, 2007. Yours faithfully, BEC World Public Company Limited -Signature- (Mr. Vichai Maleenont) Chairman of the Board