SET Announcements

19 March 2008 To: President, The Stock Exchange of Thailand Re: Report on the recent Board of Directors' resolutions on calling for the 2008 AGM, and dividend payment. The meeting of our Board of Directors, held this afternoon, has passed the following resolutions:- 1. Resolved to propose to the 2008 Annual Ordinary General Meeting of shareholders [AGM] to pay the final dividends from2007 operating results at the rate of Baht 0.55 per share payable on 23 May 2008. 2. Resolved to call the Annual Ordinary General Meeting of our shareholders [AGM] for the year 2008 to be held on Friday, 25 April 2008 at the Rainbow Room, 5th Floor, Imperial Queen's Park Hotel, No. 199 Sukhumvit Soi 22, Bangkok, at 3.30 p.m. The Notice to call the 2008 AGM is attached. 3. Resolved to close our Share Registration Book, for the rights to attend the aforementioned shareholders' meeting and to receive the dividend at 12:00 hours on Tuesday, 8 April 2008 until the coming meeting of shareholders is finished. The Notice of the 2008 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" within 21 March 2008. Please be informed accordingly. Yours faithfully, (Mr.Chatchai Thiamtong) Vice President-Finance (TRANSLATION) 8 April 2008 Re: Invitation for Annual General Shareholder Meeting for Year 2008 To: Company Shareholders Enclosures:1. Copy of a Minutes of Annual General Shareholder Meeting for year 2007 2. Copy of Annual Report 2007 3. CV of Director Candidate 4. Articles of Association of the Company regarding General Meeting of Shareholders 5. Proxy Form 6. List of Documents required for registration to attend the Meeting 7. Imperial Queen's Park Hotel Map BEC World Public Company Limited ("Company") will arrange Annual General Shareholder Meeting for year 2008 to be held on Friday, 25 April 2008 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 agendas: 1st Agenda: To certify the Minutes of Annual General Shareholder Meeting for year 2007 Information for Consideration: The Annual General Shareholder Meeting for the year 2007 was held on 27 April 2007. The Company has made the minutes of shareholder meeting and already submitted such minutes to the SET and MOC within 14 days after the meeting is completed. The Company has also distributed details of such minutes on company website www.becworld.com, enabling all shareholders and related persons to consider correctness of material contents of such documents. As of now, there has been no objection against the correctness of such minutes. Copy of the minutes of Annual General Shareholder Meeting for year 2007 is enclosed as supporting documents for 1st agenda. Opinion of the Board: After considering the above, the Board of Director 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 Board of Directors' report regarding company operations in 2007 has been shown in 2007 Annual Report and for convenience of all shareholders; a copy of such report is also enclosed as supporting document for 2nd agenda. Opinion of the Board: The Board of Directors is of the opinion that the report be presented in this 2008 AGM for their acknowledgement. 3rd Agenda: To Approve the Balance Sheet and Statement of Income for the Fiscal Year ended 31 December 2007 Information for consideration: According to Articles of Association of the Company, the Board of Directors has to prepare the balance sheet and statement of income for the fiscal year ended 31 December 2007 for company auditor's examination and consideration before submitting for AGM approval. The balance sheet and statement of income for the year ended 31 December 2007 including management discussion and analysis have shown in 2007 Annual Report which has already been sent to all shareholders together with invitation letter for this shareholder meeting. Opinion of the Board: The Board of Directors is of the opinion that the balance sheet and the statement of income for the year ended 31 December 2007 as already audited and reported without qualified opinion by the auditor should be approved by the shareholders meeting. 4th Agenda: To Approve Appropriation of the Profit of the Year 2007 and Dividend Payment Information for consideration: Due to the changes in accounting for investments, imposed by the Federation of Accounting Professions Notifications Nos. 26/2549 and 32/2549 effective from 1 January 2007 onwards, from the equity method to the cost method in separate (company only) financial statements of the company causes the retained earnings as of the beginning of the year 2007 to be restated as deficit of Baht 1,569,774,212.78 (One thousand five hundred sixty nine million seven hundred seventy four thousand two hundred twelve Baht and seventy eight Satang). However, by the resolution of the 2007 AGM which authorizes the transfer of Legal Reserved of Baht 200,000,000.- (Two hundred million Baht) and Share Premium in the amount of Baht1,369,774,212.78 (One thousand three hundred sixty nine million seven hundred seventy four thousand two hundred twelve Baht and seventy eight Satang) to offset such the deficit in the whole amount; this enables the Company to pay dividend as soon as it is gaining profits. During the year, the Board of Directors has approved to pay interim dividends 2 times amounting to, Baht 1,800,000,000.- (Eighteen thousand million Baht), i.e., A) 1st dividend payment, by the resolution of the Board of Directors No. 3/2550, held on 8 May 2007, as the final dividends from operating results of 2006, at the rate of Baht 0.40 per share, totally Baht 800,000,000.- (Eight hundred million Baht) paid on 8 May 2007; B) 2nd dividend payment, by the resolution of Board of Directors No.4/2550, held on 6 August 2007,as interim dividends from operating results of 2007, at the rate of Baht 0.50 per share, totally Baht 1,000,000,000.- (One billion Baht),paid on 29 August 2007. For the fiscal year 2007, the company had net profit in the amount of Baht 3,104,911,451 (Three thousand one hundred four million nine hundred eleven thousand four hundred and fifty one Baht) after deducting the interim dividend payments paid during the year 2007 of Baht 1,800,000,000.- (Eighteen thousand million Baht), leaving the remaining of unallocated profit of Baht 1,304,911,451 (One thousand three hundred four million nine hundred eleven thousand four hundred and fifty one Baht). The Company has its dividend payment policy to pay at rate not lower than 90% of its consolidated net profits of each fiscal year and in practice, the Company will pay the dividend twice in a year, first as an interim dividend when declares the operating results of the first half of the year and later as the final dividend of the year to be approved by the shareholder meeting, therefore this agenda is presented for the shareholders to consider the 2007 final dividend payment after setting up the required Legal Reserved. Opinion of the Board: The Board of Directors is of the opinion that the profit appropriation and the final dividend payment for the year 2007 should be approved by the shareholders meeting as follows: a) Appropriated as Legal Reserve at the required level of 10% of total registered capital, totally Baht 200,000,000.- (Two hundred million Baht). b) Appropriated as the final dividend from company operating results in 2007, at the rate of Baht 0.55 per share, totally, Baht 1,100,000,000.- (One thousand and one hundred million Baht),which to be combined with interim dividend payment from the 2007 first half results, at the rate of Baht 0.50 per share, the Company will pay dividends for all operating results in 2007 at the rate of Baht 1.05 per share, totally Baht 2,100,000,000.- (Two thousand and one hundred million Baht). This is in addition to the payment of Baht 800,000,000.- (Eight hundred million Baht) made from the 2006 results, thus leaving the remaining of Baht 4,911,451 (four million nine hundred eleven thousand four hundred and fifty one Baht) to be carried forward as unappropriated profit. c) Carried forward as unappropriated retained earnings of Baht 4,911,451 (four million nine hundred eleven thousand four hundred and fifty one Baht). 5th Agenda: To Appoint Directors to Replace Those Who Are Due to Retired by Rotation Information for consideration: According to Articles of Association of the Company, one-third of directors shall be due to retire by rotation at the Annual General Shareholder Meeting. The directors who are due to retire by rotation could be re-elected for another term by the shareholder meeting. 4 directors who are due to retire by rotation at this Annual General Shareholder Meeting for the year 2008 are as follows: Mr. Vichai Maleenont, Mr.Prasan Maleenont, Mr.Pravit Maleenont and Ms.Ratana Maleenont. Their backgrounds and contributions are presented in the supporting documents for 5th agenda. Opinion of the Board: The Board of Directors is of the opinion that the meeting should re-elect Mr. Vichai Maleenont, Mr.Prasan Maleenont, Mr.Pravit Maleenont and Ms.Ratana Maleenont, the retiring directors, as directors for another term. 6th Agenda: To Fix The Remuneration Of The Directors For The Year 2008 Information for consideration: According to the Articles of Association of the Company, the director has the right to receive some remuneration, i.e., salary, reward, meeting allowance, allowance, bonus, welfares and other remunerations in the same manner. However, the Company pays only meeting allowance and compensation to its directors. Opinion of the Board: The Board of Directors is of the opinion that the remuneration of the directors for the year 2008 should be fixed as follows: A. Meeting allowance for the Chairman of the Board of Director shall be fixed at Baht 15,000.- increased by Baht 7,000.- or 87.5% increased from the prior year. For other directors, the meeting allowance shall be fixed at Baht 10,000.- for each person per each meeting, increased by Baht 6,000.- or 150% increased from the prior year. The meeting allowance for any sub-committee member also shall be fixed at Baht 10,000.- for each person per each meeting, increased by Baht 6,000.- or 150% increased from the prior year. The total meeting allowance of the year 2008 shall be limited to not exceed Baht 1,000,000.- or 100% increased from the prior year. B. Compensation at the amount of Baht 15 million - the same amount compared to the prior year; shall be fixed for all directors, for the year 2008, which is to be appropriated among them by the Board of Directors. 7th Agenda: To Appoint Auditor and To Fix the Auditors' Fee for the Year 2008 Information for consideration: The Audit Committee has been assigned by the Board of Directors to select and propose the appointment of auditor including the remuneration. The Audit Committee had recommended the Board of Directors to nominate Dr. Virach Aphimeteetamrong, CPA# 1378 and/or Mr. Chaiyakorn Aunpitipongsa CPA# 3196 and/or Mr. Apiruk Ati-anuwat CPA# 5202 of Dr. Virach & Associates Office to be the auditor of the group for the fiscal year 2008. During the fiscal year 2007, our subsidiary had created a joint venture business, i.e., "Bec-Tero - Scenario". This caused the actual audit fee payable for the fiscal year 2007 higher than the amount as approved by 2007 AGM of Baht 5,243,000.- for Baht 60,000.- totally Baht 5,303,000.- For the fiscal year 2008, the Audit Committee had recommended that the audit fee should be fixed at the amount of Baht 5,500,000.-, increase 3.7% from the prior year. The increase of the audit fee is resulting from the increment of the inflation rate,the expansion of our businesses and the additional audit time required by additional new accounting and auditing standards. The audit fee for the company is Baht 1,220,000.- increased from the previous year at the rate of 5.17%. Opinion of the Board: The Board of Directors is of the opinion that Dr.Virach Aphimeteetamrong, CPA# 1378 and/or 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 2008, and the meeting should fix the audit fee for the Group at the amount of Baht 5,500,000.-, which the Company's part is Baht 1,220,000.- increased from the previous year at the rate of 5.17% due to the expansion of businesses. The Company has fixed the date for closing the Company's Share Register Book for determining the rights of the shareholders to receive dividend payment and to attend the Annual General Shareholder Meeting for year 2008, from 12.00 p.m. of 8 April 2008 until the meeting is completed. We would appreciate if you could attend the meeting on the day and at the time and place so indicated. In 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 in the attached proxy form and present it to the Company together with the required supporting documents within 23 April 2008. Yours faithfully, BEC World Public Company Limited -Signature- (Mr. Vichai Maleenont) Chairman of the Board