รายงานต่อตลาดหลักทรัพย์ฯ

17 March 2009 To: President, The Stock Exchange of Thailand Re: Report on the recent Board of Directors' resolutions on calling for the 2009 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 2009 Annual Ordinary General Meeting of shareholders [AGM] to pay the final dividends from2008 operating results at the rate of Baht 0.75 per share payable on 26 May 2009. 2. Resolved to call the Annual Ordinary General Meeting of our shareholders [AGM] for the year 2009 to be held on Wednesday, 29 April 2009 at the Queen's Park I Room, 2nd Floor, Imperial Queen's Park Hotel, No. 199 Sukhumvit Soi 22, Bangkok, at 02.00 p.m. The Notice to call the 2009 AGM is attached. 3. The Company has fixed the Record Date on March 31, 2009 and the Company's share register book will be closed on April 1, 2009 to determine the name of the shareholders who are entitled to attend and vote at the Ordinary Meeting of Shareholders 2009 and to receive the dividends in accordance with Section 225 of the Securities and Exchange Act. The Notice of the 2009 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 19 March 2009. Please be informed accordingly. Yours faithfully, (Mr.Chatchai Thiamtong) Vice President-Finance (TRANSLATION) April 1, 2009 Re: Invitation for Annual General Shareholder Meeting for Year 2009 To: Company Shareholders Enclosures: 1. Copy of a Minute of Annual General Shareholder Meeting for year 2008 2. Copy of Annual Report 2008 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 2009 to be held on Wednesday, April 29, 2009 at 2.00 p.m. at the Queen's Park I Room, 2nd Floor, Imperial Queen's Park Hotel, No.199 Soi Sukhumvit 22, Bangkok, to consider the following agendas: 1st Agenda: Considering to Certify the Minutes of Annual General Shareholder Meeting for year 2008 Information for Consideration: The Annual General Shareholder Meeting for the year 2008 was held on 25 April, 2008. The Company has made the minute of shareholder meeting and already submitted such minute to the SET and MOC within 14 days after the meeting is completed. The Company has also distributed details of such minute 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 minute. Copy of a minute of Annual General Shareholder Meeting for year 2008 is enclosed as supporting documents for 1st agenda. Opinion of the Board: After considering the above, the Board of Director opines that the shareholders meeting should certify the said minute. 2nd Agenda: To Acknowledge the Board of Director Report Information for Consideration: The Board of Director report regarding company operation in 2008 has been shown in Annual Report 2008 and for convenience of all shareholders, a copy of such Annual Report 2008 is also enclosed as supporting document for 2nd agenda. Opinion of the Board: The Board of Director opines that it is supposed to present the said company operation report in shareholder meeting 2009 for their acknowledgement. 3rd Agenda: Considering to Approve the Balance Sheet and Income Statement for the Fiscal Year as of December 31, 2008 Information for consideration: According to Articles of Association of the Company, the Board of Director has to prepare the balance sheet and income statement for the fiscal year as of December 31, 2008 for company auditor examination and consideration before submitting for AGM approval. The balance sheet and income statement for the year ended December 31, 2008 including its explanation, analysis report of management division have shown in Annual Report 2008 which have been already sent to all shareholders together with invitaion letters for shareholder meeting. Opinion of the Board: The Board of Director opines that the balance sheet and the income statement for the year ended December 31, 2008 as already audited and reported without qualified opinion by the auditor should be approved by the shareholders meeting. 4th Agenda: Considering to Approve Profit Allocation for year 2008 and Approval for Dividend Payment Information for consideration: For the fiscal year 2008, the company had net profit in the amount of Baht 3,031,394,584.- (Three thousand and thirty one million three hundred and ninety four thousand five hundred and eighty four Baht) after deducting the interim dividend payment which has been paid during the year 2008, Baht 1,200,000,000.- (Twelve thousand million Baht), plus the unallocated accumulative profit for the previous years, the total remaining is Baht 1,836,306,035.- (One thousand eight hundred thirty six million three hundred six thousand and thirty five Baht). The Company has dividend payment policy to pay at least 90% of net profit of consolidated financial statement and in practice, the Company will pay dividend for 2 times per year, i.e., interim dividend payment upon informing public about operating result in second quarter of each year, and annual dividend payment as approved by annual general shareholder meeting. Opinion of the Board: The Board of Director opines that the profit allocation and the final dividend payment for the year 2008 should be approved by the shareholders meeting as: allocating for additional dividend for company operating result in 2008, at the rate of Baht 0.75 per share, totally, Baht 1,500,000,000.- (One thousand and five hundred million Baht), which to be combined with interim dividend payment in 2008, at the rate of Baht 0.60 per share. In conclusion, the Company will pay dividends for all operating result in 2008 at the rate of Baht 1.35, totally Baht 2,700,000,000.- (Two thousand and seven hundred million Baht), equivalent to 93.9% of consolidated net profit. After deducting the dividend payment, the remainings for unallocated profit is Baht 336,306,035.- (Three hundred thirty six million three hundred six thousand and thirty five Baht) as stated in the financial statement the Company and Baht 2,211,708,961 (Two thousand two hundred eleven million seven hundred eight thousand nine hundred sixty one Baht) as stated in consolidated financial statement. 5th Agenda: Considering Replacement of Directors by Rotation Retire Information for consideration: According to Articles of Association of the Company, one-third of directors shall be due by rotation retire at the Annual General Shareholder Meeting. The directors who are due by rotation retire could be re-elected for another term by the shareholder meeting. There are total of 12 directors of the Company. For the year 2009, there are 3 directors who are due by rotation retire as follows: Mr.Prachum Maleenont, Ms.Nipa Maleenont and Ms.Amphorn Maleenont. Mrs.Ratchanee Nipatakusol has voluntary resigned from her position prior to her upcoming rotation retire in order to maintain 1/3 rotation retire according to the Articles of Association of the Company. The Nominating Committee has informed the Board of Director that these directors, who are due by rotation retire for this year, have proper qualifications with ability, knowledge and expertise in business, therefore, the Meeting should re-elect such 4 directors for another term. Their backgrounds and contributions are presented in the supporting documents for 5th agenda. Opinion of the Board: The Board of Director opines that the meeting should re-elect Mr. Prachum Maleenont, Ms.Nipa Maleenont,Ms.Amphorn Maleenont and Mrs.Ratchanee Nipatakusol, who are retiring as directors for another term. 6th Agenda: Considering Director Remuneration for the Year 2009 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 bonus to its directors. Opinion of the Board: The Board of Director opines that the Meeting should fix the director remuneration for 2009 at the same rate as the previous year. However, the meeting allowance shall be increased to support their duties in attending a lot more meetings than the former year. The remuneration of the directors for the year 2009 is as follow: A. The meeting allowance should fix at the same rate of the previous year as follow: - For the Chairman of the Board of Director shall be fixed at Baht 15,000.- (Fifteen thousand Baht) per each meeting. - For other directors shall be fixed at Baht 10,000.- (Ten thousand Baht) for each person per each meeting. - For any sub-committee member shall be fixed at Baht 10,000.- (Ten thousand Baht) for each person per each meeting. The total meeting allowance of the year 2009 shall be limited to, but not exceeding, Baht 1,500,000.- (One million and five hundred thousand Baht), (increased from the previous year Baht 500,000.- (Five hundred thousand Baht) or 50%) to support their duties in attending a lot more meetings than the former year. B. Compensation at the amount of Baht 15,000,000.- (Fifteen million Baht)- which is the same amount as last year. All directors, by their own discretion, will allocate and use this fund as deemed appropriate. 7th Agenda: Considering the Appointment of Auditor for the Year 2009 and Auditing Fee Information for consideration: The Audit Committee has been assigned by the Board of Director to select and propose the appointment of auditor including the remuneration. The Audit Committee had recommended the Board of Director 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, the prior auditor, to be the auditor of the Company group for the fiscal year 2009, to be the auditor of the Company group due to their abilities, expertise and reliability and their independent without any interest with the Company and its affiliates. In December 2008, 2 subsidiaries of the Company have registered their dissolution with the Ministry of Commerce, so the Auditor could not audit the 4th quarter of the year 2008 for these companies. This causes the actual audit fee payable for the fiscal year 2008 is Baht 5,476,000.- (Five million four hundred seventy six thousand Baht) lower than the amount as approved by 2008 AGM of Baht 5,500,000.- (Five million and five hundred thousand Baht) for Baht 24,000.- (Twenty four thousand Baht). This is for acknowledgement by the Meeting. For the fiscal year 2009, the Audit Committee had recommended that the audit fee should be fixed at the amount of Baht 5,505,000.- (Five million and five hundred and five thousand Baht), which is increased Baht 5,000.- (Five thousand Baht) or 0.09% from the prior year, quotation and increased Baht 29,000.- (Twenty nine thousand Baht) or 0.53% from actual fees. Based on such amount, the audit fee for the company is Baht 1,250,000.- (One million two hundred and fifty thousand Baht) increased from the previous year at the rate of 2.5%The increase of the audit fee is resulting from the increment of the inflation rate, increase of work, business growth and changes of standard and rules of regulatory bodies. Opinion of the Board: The Board of Director opines 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 2009, and the meeting should fix the audit fee for the Company group at the amount of Baht 5,505,000.- (Five million and five hundred and five thousand Baht). Based on this amount, the audit fee for the Company is Baht 1,250,000.- (One million two hundred and fifty thousand Baht) increased from the previous year at the rate of 2.5% due to inflation rate and the expansion of businesses. The Company has fixed the Record Date on March 31, 2009 and the Company's share register book will be closed on April 1, 2009 to determine the names of the shareholders who are entitled to attend and vote at the Ordinary Meeting of Shareholders 2009 and to receive the dividends in accordance with Section 225 of the Securities and Exchange Act. 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 April 24, 2009. Yours faithfully, BEC World Public Company Limited -Signature- (Mr. Vichai Maleenont) Chairman of the Board