BCP and BSRC Announce Business Restructuring

The Board of Directors of Bangchak Sriracha Public Company Limited (BSRC) at its Meeting No. 3/2025 has approved Bangchak Group's restructuring plan following Bangchak Corporation Public Company Limited (BCP)'s intention to make a tender offer to acquire all securities of BSRC held by minority shareholders, amounting to up to 631,859,702 shares (equivalent to 18.3% of BSRC's total issued shares), via a share swap with newly issued ordinary shares of BCP. The exchange ratio is set at 1 newly issued ordinary share of BCP per 6.50 BSRC shares. Any fractional shares resulting from the calculation will be disregarded. The total number of newly issued BCP shares under this transaction will not exceed 97,209,185 shares, and there will be no cash payment involved. Additionally, BCP has announced its plan to delist BSRC's shares from the Stock Exchange of Thailand (SET), with the restructuring expected to be completed within 2025.

Mr. Anuwat Rungruangrattanagul, Director, Acting Chief Executive Officer, and Senior Executive Vice President of BSRC, stated, "The tender offer for BSRC shares through a share swap with BCP shares will be highly beneficial to BSRC's minority shareholders. Those who accept the tender offer will receive BCP shares, which offer increased trading liquidity due to BCP's larger market capitalization. Furthermore, shareholders will have greater growth opportunities through investments in BCP's diversified businesses while retaining indirect ownership of BSRC and benefiting from its business performance through their holdings in BCP."

"Moreover, the transition from BSRC's refining and marketing business to a more diversified energy portfolio not only enhances flexibility anda streamlines the shareholding structure but also represents a significant step toward long-term sustainability. This transformation unlocks future growth opportunities, benefiting Bangchak's shareholders as well as BSRC's existing shareholders who accept the tender offer and become Bangchak shareholders.", added Mrs. Matana Sutatham, Chief Finance Officer and the highest-responsible person in finance and accounting.

The restructuring plan through the tender offer for all BSRC securities via a share swap and subsequent delisting of BSRC from the SET remains subject to various conditions, including approval from the 2025 Annual General Meeting of Shareholders of BCP, scheduled for 11 April 2025, and approval from the 2025 Annual General Meeting of Shareholders of BSRC, scheduled for 9 April 2025.

Further details on the restructuring plan through the tender offer for all BSRC securities via a share swap to delist BSRC from the SET can be found on the following websites: www.bangchak.co.th, www.bsrc.co.th, or www.set.or.th.

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