รายงานต่อตลาดหลักทรัพย์ฯ

March 9, 2006 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 propose to the 2006 Annual Ordinary General Meeting of shareholders to pay out final dividends at the rate of Baht 0.30 per share payable on May 25, 2006. 2. Resolved to call the Annual Ordinary General Meeting of our shareholders [AGM] for the year 2006 to be held on Wednesday April 26, 2006 at Queen's Park II Room, 2nd Floor, Imperial Queen's Park Hotel, No. 199 Sukhumvit Soi 22, Bangkok, at 3.30 p.m. The Notice to call the 2006 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 Friday April 7, 2006 until the coming meeting of shareholders is finished. The Notice of the 2006 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 March 30, 2006. Please be informed accordingly. Yours faithfully, (Mr.Chatchai Thiamtong) Vice President-Finance ( DRAFT ) April 7, 2006 Re: Invitation to the 2006 Annual Ordinary General Meeting of Shareholders. To: The Company's shareholders. Enclosures: 1. Copy of minutes of the 2005 Annual Ordinary General Meeting of Shareholders. 2. Copy of the 2005 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 2006 Annual Ordinary General Meeting of Shareholders to be held on Wednesday, April 26, 2006 at 3.30 p.m. at the Queen's Park II Room, 2nd 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 2005 Annual Ordinary General Meeting Of Shareholders. Information for Consideration: The 2005 Annual Ordinary General Meeting of Shareholders was held on 27 April, 2005 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, 2005 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, 2005 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, 2005 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 2005 And Dividend Payment. Information for consideration: For the year 2005 the net operating results of the company is a profit of Baht 881,135,712 when adding this to the retained earnings brought forward at the beginning of the year of Baht 1,411,902,960 then deducting the final dividend of the year 2004 paid within the year by the 2005 AGM of Baht 1,000 million at Baht 0.50 a share; and the interim dividend of Baht 300 million at Baht 0.15 a share paid by the Board's resolution on September 7, 2005 thereby the total retained earnings at the end of 2005 available for appropriation is amounting to Baht 993,038,672. BEC has its policy to pay not less than 90% of its net profits of each fiscal year as dividend, except in the year which it is required to invest hugely in important projects. The company also has already set up fully its required legal reserve, at 10 percent of its registered share capital. Opinion of the Board: The Board of Directors is of the opinion that the profit appropriation and the final dividend payment for the year 2005 should be approved by the shareholders meeting as follows: 1.) appropriated as final dividend for 2,000 million ordinary shares at Baht 0.30 per share, amounting to Baht 600,000,000 (Total for the year is Baht 0.45 per share, amounting to Baht 900 million) 2.) carried forward as unappropriate retained earnings Baht 393,038,672 Such the final dividend should be paid to shareholders who listed in the share register book as of April 7, 2006. The final dividend payment is to be made on Thursday, May 25, 2006. 5th Agenda: To Appoint Directors To Replace Those Who Were Due To Retire By Rotation And Fixing The Remuneration Of The Directors For The Year 2005. Information for consideration: According to the Company's Articles of Association, 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. The 3 directors who are retiring by rotation at this meeting are Mr.Prachum Maleenont, Ms. Nipa Maleenont and Ms. Amphorn Maleenont. The biography of each person are presented as supporting document for agenda 5. Opinion of the Board: The Board of Directors is of the opinion that the meeting should re-elect Mr. Prachum Maleenont, Ms. Nipa Maleenont and Ms. Amphorn Maleenont the retiring directors as the directors for another term, and the remuneration of the directors for the year 2006 should be fixed at the same amount that was adopted since 1997 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 2006 should be within Baht 500,000. B. Compensation at the amount of Baht 12 million shall be fixed for all the directors, for the year 2006, to be appropriated among them by the Board. 6th Agenda: To Appoint Auditors And To Fix The Auditors' Fee For The Year 2006. 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 Dr. Virach Aphimeteetamrong, CPA# 1378 and/or Mr. Chaiyakorn Aunpitipongsa CPA# 3196 of Dr. Virach & Associates Office, the previous auditor, and Mr. Apiruk Ati-anuwat CPA# 5202 from the same firm, to be the auditor of the companies within the Group for the fiscal year 2006 and also recommended that the audit fee for the fiscal year 2006 should be fixed at the amount of Baht 4,990,000.-, an increase of 11.14% from the prior year. The increase of the audit fee is a resultant of the expansion of the existing business as well as the addition of new businesses. During the year 2005, the group has a new subsidiary, whereas 2 new subsidiaries had been set up in 2006. The audit fee for the company is only Baht 1,080,000.- which 1.89% increased from prior year. 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 2006, and the meeting should fix the audit fee for the group at the amount of Baht 4,990,000.- which the Company's part is Baht 1,080,000.- which 1.89% 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 receive dividend payment and to attend the 2006 Annual Ordinary General Meeting of Shareholders, from 12.00 noon of April 7, 2006 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, 2006. Yours faithfully, BEC World Public Company Limited -Signature- (Mr. Vichai Maleenont) Chairman of the Board