2016 Annual Report

BCPG Public Company Limited 2016 Annual Report

BCPG Public Company Limited 2098 M Tower Building, 12th Floor, Sukhumvit Road, Bangchak, Phrakhanong, Bangkok 10260, Thailand Tel +662 335 8999 Fax +662 335 8900 2016 Annual Report www.bcpggroup.com BCPG Public Company Limited Annual Report 2016 2 BCPG Public Company Limited 3 6 98 33 83 Vision, Mission, Goal and Vision, Mission, Goal Strategy Milestone Developments Relationship with Major Shareholder The Board of Directors Sub-Committees Executive Management and Personnel

Financial Position Financial Position and Performances Management Structure Internal Control Policy and Business and Business Policy Overview • • • • • •

5 87 30 81 Connected Transactions Social Responsibility Shareholding Structure Message from the Chairman

72 15

Corporate Governance Policy Report from the Audit Committee Report from the Nomination and Remuneration Committee Report from the Corporate Governance Committee Report from the Enterprise-wide Risk Management Committee Report from the Executive and Investment Committee Solar Power Plants in Solar Power Thailand Plants in Solar Power Japan Marketing and Competition Good Corporate Governance • • • • • • • • • Nature of Business Risk Factors Contents Annual Report 2016 4 World’s GreenergyIconicCreator The iconicgreenergydeveloperwhoevolves every corneroftheworldtorealizeour committed to collaborating, synergizing tocollaborating,synergizing committed environmentally-friendly asustainable and enteringintobusinesspartnersin the worldthroughgreenerways. Creator” withourmission“To invest, and environmental-friendlybusiness plants globallywithstate-of-the-art common values,managementand develop andoperategreenpower BCPG PublicCompanyLimitedis vision “World’sGreenergyIconic green technologybasedonour business principlesinorderto platform.”

BCPG Public Company Limited

5 -Signed- Chairman On behalf of the Board of Directors, Mr. Pichai Chunhavajira development to provide more advanced development to provide more advanced that will and new approaches innovations seamlessly and truly incorporate renewable energy solutions into our daily life. Against this greener movement landscape, BCPG introduce to efforts in more putting is breakthrough products and services to satisfy consumers’ needs more efficiently, strengthen our business models, and secure our position as the iconic greenergy leader who revolutionizes the greener way we consume energy. the Executive Management team and all employees at BCPG, I would like to take this opportunity to reaffirm our commitment to the Company and our stakeholders. We will continue to maximize our collective experiences and expertise to drive BCPG businesses forward, generate steady returns, and strengthen operating performance for sustainable growth.

at its seven solar at its seven solar 2 Message Chairman from the On social and environmental responsibility, BCPG recognizes the growing BCPG recognizes the growing BCPG received the Roi Duangchai Ruam Chai Duangchai Ruam the Roi received BCPG Lot Lok Ron certificates (Together We Fight Global Warming) in 2016, in recognition of the Company’s achievement in reducing emissions of greenhouse gases or GHGS by 150,984 tons of CO power plant projects registered with the the with registered projects plant power Thailand Greenhouse Gas Management Organization (TGO). This was the highest reduction volume in 2016 and the second highest ever recognized by TGO. In first the was Company the 2016, December in Thailand to start commercial operation of two solar power plants under the Solar Farms Apart Program. Cooperatives Agricultural for from energy supply, the project creates jobs and generates revenues for cooperative members and the surrounding communities. This is one of BCPG social enterprise initia- tives that will promote sustainable values for the Company, the communities where it operates, and the society at large. significance of renewable energy resources. This means our business direction must cover not only continuing growth in supplying green energy from existing eco-friendly resources, but also continuing research and

BCPG executes business operation in Following the SET listing and the IPO BCPG Public Company Limited (BCPG) was established on 17 July 2015 to operate clean and environment-friendlyand clean operate to 2015 July 17 on was established (BCPG) Company Limited Public BCPG compliance with corporate governance compliance with corporate governance financialBCPG’s shares, capital million 590 of advisors and co-underwriters received the Country AwardsBest IPO Award at the Asset 2016, organized by the Asset, Asia’s leading financial magazine, in Hong Kong. The award recognized excellence in BCPG’s share renewable power businesses. After being listed on the Stock Exchange of Thailand, BCPG made an initial public listed on the Stock Exchange of Thailand, BCPG made an initial public renewable power businesses. After being finance business shares on 28 September 2016. Primarily, the fund mobilization will of newly issued offering and establish the Company’s leading position in the international market, expansion, support sustainable growth region. in renewable energy businesses in the and environmental long-term and principles to invest Our mission social responsibilities. in, develop and operate power plants globally is fueled by our firm commitment and innovative green technologies to secure a sustainable and eco-friendly business platform. In 2016, BCPG’s solar power plant projects in Thailand and Japan, had a total installed capacity of 400 megawatts. The Company plans to expand its renewable in other countriesbusiness energy power plant by investing in various sources of renewable power including solar, wind, geothermal, biogas and biomass, etc. allocation and price setting. Additionally, the SET and global index provider FTSE Russell have included BCPG stock in the composition of the FTSE SET Index Series of FTSE SET Mid Cap Index. Policy and Business Overview Vision, Mission, Goal and Strategy Vision “World’s Greenergy Iconic Creator” The iconic greenergy developer who evolves the world through the greener ways.

Mission To invest, develop and operate green power plants globally with state-of-the-art green technology based on our common values, management and business principles in order to secure a sustainable and environmental-friendly business platform.

Spirit Innovative Proactively strive for innovation excellence whilst maintaining environment-friendly stance towards change. Integrity Value integrity as the core attribute in doing business, assuring stakeholders of good governance and transparency. International Build a global platform with multi-cultural adaptability and international synergy.

Goal and Strategy The Group is engaged in investments in power generation business from renewable energy sources both domestically and overseas, with a target to reach the 1,000 Megawatts total capacity goal within 2020 through various sources such as solar, geothermal, wind, biogas, biomass, as well as from organic waste. Investment style ranges from acquisition of businesses to developing new projects, domestically and internationally, including countries in Asia, with focus in North Asia and Asia Pacific. BCPG Public Company Limited

7 In the second quarter of 2016, the the 2016, of quarter the second In At present, the Group operates Solar The Company was listed in the Stock capacity). Group entered into an Asset Purchase Agreement with a juristic person for shares of Huang Ming Japan Company Limited (“HMJ”). As a result, the Group was granted a license to operate 2 Solar power plant projects, located in Japan, with a contracted capacity of 30.0 megawatts (or installed capacity of approximately 36 megawatts). and domestically businesses plant power internationally, including those that are already in commercial operation and those under development, with a total expected contracted (or installed of 324.1 megawatts capacity capacity of approximately 418 megawatts). Exchange of Thailand under the energy and utilities sector on 28 September 2016, with a market capitalization of THB 27,860.00 million. The Company’s registered capital was million 2,000 with million, 10,000.00 THB common shares, with a par value of THB 5.00 per share (approximately 174 megawatts installed installed (approximately 174 megawatts

On 26 April 2016, the Company was2016, the Company April 26 On In addition, the Group has invested in (Prachinburi) Company Limited (“BSE-PRI”)(Prachinburi) Company (“Phase 3”). awarded with the rights to develop solar Power Plantsunder to the Solar power plants for Governmental Agency and Agricultural Cooperatives Program. The project has a total contracted capacity of 12 megawatts (7 megawatts of which started commercial operation in December 2016). a solar power plant business in Japan by entering into a Share Purchase and Sale Agreement with SunEdison International LLC. (“SEI”) and SunEdison Energy Holding (collectively (“SEH”) Ltd. Pte. (Singapore) called “SunEdison Group”) on 29 January 2016. With a contracted capacity of 164.1 megawatts or an installed capacity of approximately 200 megawatts, the projects are classified into two stages; projects already in commercial operation with a contracted capacity of 19.5 megawatts, and projects under construction and development with a megawatts 144.6 of capacity contracted

Milestone Developments (1) A juristic person that is not deemed a related juristic person according to a denifition given in the Notification of the Capital Market Capital of the Notification the in given denifition a to according person juristic related a deemed not is that person juristic A (1) According to BCP Extraordinary Extraordinary According to BCP The Company was registered on 17 July 2015, with a capital of THB 20.00 million consisting of 2.0 million common of THB 20.00 million consisting registered on 17 July 2015, with a capital The Company was shares was the majority Public Company Limited (“BCP”) of THB 10.00 per share. Bangchak Petroleum at a par value shares. holding 99.9% of the shareholder, Supervisory Board Tor Jor 21/2008, re. Criteria in performing connected transaction. Shareholders’ Meeting No. 1/2015 on 9 October 2015, the shareholders approved the restructuring renewable energy business, and Group’s the of an Initial Public Offering plan (IPO) in order to support the Group’s business and its business expansion in the near future. solar purchased Company the Consequently, ofcapacity contracted a with plant power 38.0 megawatts, located in the Bang Kasun Phra NakornDistrict, In Pa Sub-district, Bang andBCP, from (“Phase 1”) Ayutthaya Sri acquired of shares of BCP’s subsidiaries that operates all Solar power plants: as a result, the Phase 1 the Company owns of the shares ofand a total of 99.9% Project Bangchak Solar Energy Company Limited (“BSE”) (“Phase 2”) and, Bangchak Solar Energy (Burirum) Company Limited (“BSE- BRM”), Bangchak Solar Energy (Burirum1) Company Limited (“BSE-BRM1”), Bangchak Solar Energy (Chaiyaphum1) Company Limited (“BSE-CPM1”), Bangchak Solar CompanyEnergy (Nakorn Ratchasrima) Limited (“BSE-NMA”), Bangchak Solar Energy Annual Report 2016 8 (1) Remarks: (3) (2)

(4) The Group’sStructure Japan Singapore Thailand Purchasing Electricity from ground BSE-PRI isasupporteroftheSolarFarmsforAgriculturalCooperativesProject, according toaNotificationfromtheNEPCre:PurchasingElectricityground AM is acompanyto operate and to maintain for a Solar power plant in Japan, as an Asset ManagementCompanyof Tarumizu Project. The other49.0%of EPC isagroupofcompaniesthatoperates(1)Contractorand(2)Operation and Maintenance(O&M)foraSolarpowerplantinJapan. mounted solar projects forgovernmentagenciesandagriculturalcooperativesB.E.2558,withinstalledcapacityof12megawatts. cation of the Capital Market shares areheldbyjuristicpersonthatisnotdeemedarelated accordingtothedefinitiongiveninNotificationofCapitalMarket Investment meansacompanythatinvests insolarpowerplantsJapan,asaTK investor. Supervisory BoardTorJor.21/2008re:Criteriainperformingrelatingtransactions. Phase 2 EPC BSE (2) 100.0% 99.9% BSE-BRM HMJ AM 51.0% 100.0% (3) 99.9% Investment BSE-BRM 1 Phase 1 Phase 3 100.0% 99.9% 70.4% (4) BSE-CPM 1 Projects UnderDevelopment 99.9% BSE-NMA BCPGJ BSEH 29.6% Public 99.9% 100.0% 100.0% 100.0% Greenergy BSE-PRI Holdings 99.9% 100.0% (1) Operating Projects BCPGI BBP 1 100.0% 99.9% Greenergy Power BBP 2 100.0% 99.9%

BCPG Public Company Limited 9 (1) 99.9 99.9 99.9 99.9 99.9 99.9 100.0 100.0 % Share million million million million million million 684.10 SGD 1.00 SGD 1.00 THB 705.00 THB 765.00 THB 755.00 THB 1,400.00 THB 1,800.00 Paid-up Capital Thailand Thailand Thailand Thailand Thailand Thailand Country Singapore Singapore Registered

Nature of Business Holds shares of other companies abroad. Holds shares of other companies abroad. Operates a Phase 3 Solar power plant Project, located Operates a Phase 3 Solar power plant Project, with a contracted in Kabin Buri District, Prachinburi, capacity of 16 megawatts, and operates solar co-operatives projects, with a contracted capacity of 12 megawatts. Operates a Phase 3 Solar power plant Project, located Operates a Phase 3 Solar power plant Project, with a in Dan Khunthot District, Nakorn Ratchasima, contracted capacity of 8 megawatts. located in Bumnednarong District, Chaiyaphum, with a located in Bumnednarong District, Chaiyaphum, contracted capacity of 8 megawatts. Operates a Phase 3 Solar power plant Project, Project, Operates a Phase 3 Solar power plant Operates a Phase 3 Solar power plant Project, located Operates a Phase 3 Solar power plant Project, capacity in Nong Ki District, Burirum, with a contracted of 8 megawatts. Operates a Phase 3 Solar power plant Project, located Operates a Phase 3 Solar power plant Project, in Prakhon Chai District, Burirum, with a contracted capacity of 8 megawatts. Operates a Phase 2 Solar power plant Project, located Operates a Phase 2 Solar Chaiyaphum, and in Bang in Bumnednarong District, Sri Ayutthaya, with a total Pahan District, Phra Nakorn 32 megawatts. contracted capacity of Name BCPG Investment Holdings Pte. Ltd. (“BCPGI”) BSE Energy Holdings Pte. Ltd.(“BSEH”) Bangchak Solar Energy (Prachinburi) Co., Ltd. (“BSE-PRI”) Bangchak Solar Energy (Nakorn Ratchasima) Co., Ltd. (“BSE-NMA”) Bangchak Solar Energy (Chaiyaphum1) Co., Ltd. (“BSE-CPM1”) Bangchak Solar Energy (Burirum1) Co., Ltd. (“BSE-BRM1”) Bangchak Solar Energy (Burirum) Co., Ltd. (“BSE-BRM”) Bangchak Solar Energy Bangchak Solar Energy Co., Ltd. (“BSE”) Details of Subsidiaries Annual Report 2016 10 (“Yabuki”) Yabuki PVGodoKaisha Godo KaishaHorus (“Gotemba”) Gotenba 2PVGodo Kaisha (“Nikaho”) Nikaho PVGodoKaisha (“Takamori”) Takamori PVGodoKaisha Godo Kaisha(“TSS”) Tarumizu SolarSolutions (“Greenergy Power”) Greenergy PowerPte.Ltd. (“Greenergy Holdings”) Greenergy HoldingsPte.Ltd. Godo KaishaAten (“Nojiri”) Nojiri PVGodoKaisha Godo KaishaInti Kaisha (“Nakatsugawa”) Nakatsugawa PVGodo (“BCPGJ”) BCPG JapanCorporation Name development, inJapan. Engaged inSolarpowerplantprojects,under For theGroup’sfutureoperations development, inJapan. Engaged inSolarpowerplantprojects,under of 8.8megawatts. capacity Project, locatedinAkita,Japan,withacontracted Operates the4thSolarpowerplantproject,Nikaho of 1.0megawatt. located atKumamoto,Japan,withacontractedcapacity Operates the 2nd Solar power plant project, S11, plant Project Asset Management Company of the 4th Solar power Provides Operations and Maintenance Service as an investor. Invests inSolarpowerplantsprojectsJapanasaTK investor. Invests inSolarpowerplantprojectsJapanasaTK Japan. Operates aSolarpowerplant, under development,in of 0.9megawatt. located atMiyasaki,Japan,withacontractedcapacity Operates the3rdSolarpowerplantproject,S19, For theGroup’sfutureoperations. 0.7 megawatt in Kangochima,Japan,withacontractedcapacityof Operates the1stSolarpowerplantproject,S1,located development, inJapan. - EngagedinSolarpowerplantprojects,under investments inSolarpowerplantprojectsJapan. construction andmanagement,alsomanages - Operatesdevelopmentofmanagementprojects, Nature ofBusiness

Registered Registered Singapore Singapore Country Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan preferred shares) Paid-up Capital JPY 1.00(BCPGJ JPY 2.7million) JPY 2.6million) USD 5.80million USD 2.00million holds preferred) SGD 2.00and SGD 2.00and (BCPGJ holds (BCPGJ holds shares worth shares worth JPY 249.50 JPY 21.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 preferred JPY 1.00 JPY 1.00 JPY 1.00 million million million (3) (3) (3) % Share 51.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 - - - (3) (3) (3) (2) (1) BCPG Public Company Limited 11 (1) 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 % Share JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 Paid-up Capital Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Country Registered Registered Nature of Business Nature of For the Group’s future operations For the Group’s future operations Owns land used as locations for solar energy power Owns land used as locations for solar energy plants, Nagi, under development, in Japan For the Group’s future operations For the Group’s future operations For the Group’s future operations For the Group’s future operations For the Group’s future operations For the Group’s future operations For the Group’s future operations For the Group’s future operations Engaged in Solar power plant project, Suimei Project, Suimei project, plant power Solar in Engaged under development, in Japan. Engaged in Solar power plant project, Nagi Project, Engaged in Solar power plant project, Nagi under development, in Japan. Owns land used as locations for solar energy power Owns land used as locations for solar energy plants under development, in Japan. Engaged in Solar power plant projects, under Engaged in Solar power development, in Japan. For the Group’s future operations For the Group’s future For the Group’s future operations For the Group’s future For the Group’s future operations For the Group’s future Engaged in Solar power plant project, Komagane Project, Komagane project, plant power Solar in Engaged Japan. under development, in Name Godo Kaisha Dazbog Godo Kaisha Rangi Nagi Land Lease Godo Kaisha (“Nagi Land”) Godo Kaisha Surya Godo Kaisha Apolo Godo Kaisha Pusan Godo Kaisha Shamash Godo Kaisha Saule Godo Kaisha Sol Godo Kaisha Mithra Godo Kaisha Amaterasu Godo Kaisha Natosi Nagi PV Godo Kaisha (“Nagi”) Komagane Land Lease Komagane Land Lease Godo Kaisha Gotenba 1 PV Godo Kaisha Godo Kaisha Phoenix Godo Kaisha Lugh Godo Kaisha Helios Komagane PV Godo KaishaGodo PV Komagane (“Komagane”) Annual Report 2016 12 (2) (1) Remarks: (3) (“HMJ”) Huang MingJapanCo.,Ltd. (“BPP 1”) BCPG Biopower 1 Co., Ltd. (“BCPGE”) Company BCPG Engineering (“J1”) J1 InvestorGodoKaisha (“J2”) J2 InvestorGodoKaisha Godo KaishaLegba Godo KaishaMalina Godo KaishaNarang (“BPP 2”) BCPG Biopower 2 Co., Ltd. (“Tarumizu”) Takatoge Godo KaishaTarumi The other49.0percentofsharesareheldbyjuristicpersonthatisnotdeemedarelatingaccordingtodefinitionstipulatedintheNotification Ratio ofsharesheldiscalculateddirectlyandindirectly. The registeredcapitalisintheformofpreferredsharesandrepresentsamount investedinGKCompany, and doesnothavearighttovote. of theCapitalMarketSupervisoryBoardTorJor.21/2008Re:Criteriainperforming connected transactions. Name development, inJapan. Engaged inSolarpowerplantprojects,under For theGroup’sfutureoperations service forSolarpowerplants. Operates asanEPCContractor,andprovidesO&M Japan. Operates asaTKinvestorinSolarpowerplants Japan. Operates asaTKinvestorinSolarpowerplants For theGroup’sfutureoperations For theGroup’sfutureoperations FortheGroup’sfutureoperations For theGroup’sfutureoperations capacity of8.1megawatts. Project, located at Kagoshima, Japan, with a contracted Operates the 4th Solar power plant project, Tarumizu Nature ofBusiness Registered Country Thailand Thailand Japan Japan Japan Japan Japan Japan Japan Japan Paid-up Capital preference shares JPY 0.10million (BCPGJ holds of JPY19.30 JPY 107.00 THB 15.00 JPY 40.00 THB 5.00 million) JPY 0.10 JPY 1.00 JPY 1.00 JPY 1.00 JPY 1.00 million million million million million (3) % Share 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 99.9 - (3) (1)

BCPG Public Company Limited 13 BCPGJ Other Business 100.0% HMJ BSEH Greenergy Power Greenergy Holdings Exploration and Production Business 100.0% 100.0% 100.0% 100.0% BSE BPP 1 BPP 2 BCPGI BSE-PRI BSE-BRM BSE-NMA Business BSE-CPM 1 BSE-BRM 1 Renewable Energy Renewable Power Business Renewable Power 99.9% 99.9% 99.9% 99.9% 99.9% 99.9% 99.9% 99.9% 100.0% 70.4% Marketing Business Marketing Relationship with Major Shareholder with Relationship As of 31 December 2016, the Group of Companies’ shares held by Bangchak Petroleum Public Company Limited were a 70.4 percentAs of 31 December 2016, the Group of Companies’ shares held by Bangchak Petroleum Public Refinery Business ratio of the paid-in capital. The Group and BCP have a distinctly different scope of business operations and main operational resources, which isratio of the paid-in capital. The Group and BCP have a distinctly different scope of business operations 2015, and the BCP Board of Directors’ Meetingthe result of a resolution from the BCP Board of Directors’ Meeting 10/2015, on 14 August markets in power generation from various7/2016, on 30 June 2016. Currently, the Group operates businesses in both domestic and international from organic waste. Besides, there are con- biogas, biomass, as well as as solar, geothermal, wind, types of renewable energy sources such for both entities in business and also supportive ofnected transactions between the Group of Companies and BCP that are mutually beneficial 9: Connected Transactions. BCP Group’s corporate image (including the Company’s corporate image) as detailed in Section Source: Bangchak Petroleum Public Company Limited, www.bangchak.co.th, as of 31 December 2016. Source: Bangchak Petroleum Public Company Limited, www.bangchak.co.th, as of 31 December Awards and Recognition

• BCPG and its financial advisors and • In December 2016, BCPG was co-lead underwriters were awarded the “Best selected by the Stock Exchange of Thailand IPO Award” at the Asset Country Awards (SET) and FTSE Russell, the global index 2016 in Hong Kong, held in January 2017. provider, to be added to the FTSE SET Index The awards ceremony was held by ‘The Series of FTSE SET Mid Cap Index. Asset’, a leading Asian financial magazine. • BCPG received Greenhouse Gas The award indicates the success of BCPG Emission Reduction certificates as a role in appropriately allocating and setting the model of Thailand voluntary greenhouse gas price of the shares. emission reduction in the Thailand Voluntary Emission Reduction Program (T-VER) by Thailand Greenhouse Gas Management Organization (TGO). BCPG’s projects were able to reduce 150,984 tCO2e (tons of CO2 equivalent) in total, the highest in 2016 and the second highest since TGO has started the certification which clearly demonstrates the Company’s commitment to minimize environmental impact from its operations to reduce greenhouse gas emission. BCPG Public Company Limited

15 Solar power plants in Thailand,

- Projects that are under development, - Projects that already operate - Projects that already operate The Group has investments in renewable (1) BSE-PRI, with a contracted capacity of 87.0 megawatts. megawatts, 5.0 capacity of contracted a with and expected to commercially operate in Q1 2017. megawatts) which can be categorized as: commercially, with a contracted capacity of 125.0 megawatts (installed productivity 177 megawatts), consisting approximately of: (1) Solar power plants run by Company,the with a contracted capacity of 38.0 megawatts; (2) Solar power plants run by subsidiaries in which the Company holds 99.9 percent of shares. These operators are BSE, BSE-BRM, and BSE-NMA, BSE-CPM1, BSE-BRM1, energy business, in domestic and international markets, as follows: with a contracted capacity of 130.0 megawatts (installed capacity approximately 182 Nature of Nature Business Annual Report 2016 16 electricity operatorwillhavetopurchaseattheFeed-inTariff (FiT)rate,fortheperiodoftimespecifiedintheMETIID. finishes developingtheproject,GroupwillenterintoaPowerPurchase Agreementwithaprivateelectricityoperator,wherethe refers tothecontractedcapacityspecifiedinMETIID,issuedby theMinistryofEconomy,TradeandIndustry(“METI”).OnceGroup capacity approximately210megawatts).Thecontractedspecified bycontractforaSolarpowerplantunderdevelopmentinJapan approximately 26megawatts); Agreement forsolarpowerplants,issued byMETI. (2) Contractedcapacityforsolarpower plantsprojectunderdevelopmentinJapanmeansproductioncapacity asspecififiedinPowerPurchase approximately 236megawatts)whichcanbecategorizedas: (2) Solar power plants in Japan, with a contracted capacity specified by contract - - Projects thatareunderdevelopment,withacontractedcapacity,specified bycontract,ofapproximately174.6megawatts(installed Projects thatalreadyoperatecommercially,withacontractedcapacity, specifiedbycontract,of19.5megawatts(installedcapacity Solar powerplantinNikaho,Akita,Japan(8.8MW (2) , of 194.1 megawatts (installed capacity PPA )

BCPG Public Company Limited 17 7.5 0.8 6.7 1.3 23.8 59.9 91.2 % 100.0 2016 26.76 43.10 804.62 255.36 226.59 THB 3,083.91 2,023.93 3,380.36 million - - 0.5 0.0 99.5 30.0 69.5 % 100.0 (1) - - 2015 0.0 13.68 THB 912.95 million 3,024.23 2,111.27 3,038.24 - - 1.0 0.0 99.0 31.2 67.8 % 100.0 For a fiscal year ending on 31 December For (1) - - 2014 0.08 27.88 THB 847.46 million 2,692.32 1,844.86 2,720.27 (2) (3) Principal revenue of the Group is from electricity sales from solar energy, which amounts to more than 90% of total revenue and can be Principal revenue of the Group is from electricity Total revenue from electricity sales - Revenue from Base Tariff 1. Revenue from electricity sales - Revenue from Adder - Revenue from Feed-in-Tariff (FiT) 2. Investment income 3. Gain on bargain purchase 4. Other income Total revenue Remarks : (1) Pro-forma financial statements (2) Revenue from interest income equipment. (3) Others revenues such as penalties on late delivery, net gain on sale on machines and Revenue Structure categorized as follows: Annual Report 2016 18 Nakorn SriAyutthayaProvince(5.0 megawatts)isplannedforQ12017. Commercial operationofPhraNakorn SriAyutthayaAgriculturalCooperativesProjectinPhra megawatts). (2.0 Pa InAgriculturalCooperativesProject inPhraNakornSriAyutthayaprovince Chaichan AgriculturalCooperatives ProjectinAngThongprovince(5.0 megawatts) and Bang 5.66 perkWh.Twoprojectshavealreadystartedcommercialoperation, namelyWiset Cooperatives Programwithacontractedcapacityof12.0megawatts, for25years,atTHB Electricity Authority of Thailand (“PEA”) for the Solar Farms for Agricultural generally isaround25years. to renewthePPAsatendoftheir5-yeartermuntil theprojects’lifewhich kWh for10yearsfromthecommercialoperationdate(“COD”).The Grouphasthepolicy renewable powerproducersareentitledtoreceivetheAdderat rateofTHB8.0per can berenewedforaperiodof5yearsateachrenewal.AccordingtosuchPPAs,the Producer program.ThePPAsin(1)and(2)areNon-Firmwithatermof5years megawatts ofcontractedcapacityunderthepurchaseelectricityfromVerySmallPower (“PEA”) withacontractedcapacityof8.0megawattsforeachagreement,totaling88 program and(2)14PowerPurchaseAgreementswiththeProvincialElectricityAuthority capacity of30.0megawattunderthepurchaseelectricityfromSmallPowerProducer Agreement withtheElectricityGeneratingAuthorityofThailand(“EGAT”)acontracted Power PurchaseAgreements(“PPA”)whichcanbedividedinto(1)1 In addition,TheGrouphasthreePowerPurchaseAgreementswith theProvincial The GroupgeneratesandsellselectricityfromsolarenergyinThailandunder15 Solar Power PlantsinThailand Solar powerplantinKabinBuri,Prachinburi,Thailand(16.0MW PPA )

BCPG Public Company Limited 19 PPA PPA PPA Nong Ki 8.0 M (Burirum) 8.0 M (Burirum) Prakhon Chai PPA 8.0 M PPA Dan Khunthot (Nakhon Ratchasima) PPA Kabin Buri 1.0 M PPA (Prachinburi) .0 M Proect under development Contracted capacity 5.0 MW Solar Co-op Bang Pa-in 2.0 M Solar Co-op (Phra Nakorn Sri Ayutthaya) (Phra Nakorn Phra Nakorn Sri Ayutthaya Phra Nakorn (Phra Nakorn Sri Ayutthaya) (Phra Nakorn PPA PPA PPA 8.0 M 1.0 M (Chaiyaphum) (Chaiyaphum) Bumnednarong Bumnednarong PPA PPA PPA 1.0 M 38.0 M Bang Pa-in Bang Pahan Proect in commercial operation Contracted capacity 125.0 MW .0 M (Angthong) Solar Co-op (Phra Nakorn Sri Ayutthaya) (Phra Nakorn (Phra Nakorn Sri Ayutthaya) (Phra Nakorn Annual Report 2016

43.8% Projects under development under Projects of powerplants Diagram showingpercentageofnewcontractedcapacitybytypes Remark: operation of Nagi solar power plant, with a solar powerplant,witha Nagi of operation 2017, theGroupplansforcommercial and Feed-in-Tariff(FiT)of40JPY/kWh.InQ1 20 yearsfromthefirstmeter-readingdate Agreements (PPA)withacontractperiodof megawatts) underfivePowerPurchase (installed capacityofapproximately26 contracted capacityof19.5megawatts, already incommercialoperation,withatotal solar powerplantprojectsinJapanwhichare The Groupownsandoperatesfive Projects incommercialoperationincluded NagiProject. 194.1 Solar Power Plants inJapan

MW PPA

Projects in commercial operation 15.5%

Projects ready for construction 40.7% proejcts, withFiTrateof32-36JPY/kWh. under constructionanddevelopment (installed capacityof195.5megawatts) addition, theGroupowns164.1megawatts (installed capacityof40.5megawatts.)In capacity willincreaseto30.0megawatts Intotal,theGroup’scontracted JPY/kWh. 36 meter-reading dateandFeed-in-Tariff(FiT)of a contractperiodof20yearsfromthefirst (installed capacity of 14.0megawatts),with contracted capacityof10.5megawatts

Projects under development Projects ready for construction operation commercial in Projects

(1)

Nakatsugawa (0.7), Tarumizu (8.1) 8.8 M Nagota (24.0),Isakida(3.5),S5(6.0) Contracted capacity 30.0MW Proect incommercial operation PPA 33. M Takamori 1.0 M PPA PPA 43. M Suimei 10. M PPA PPA Nagi PPA 0.9 M Shimoyunohira Nojiri 8.0 M PPA PPA Komagane 2.0 M Gotemba 4.0 M Contracted capacity 164.1MW Proect under development PPA PPA 8.8 M Nikaho PPA 30.0 M 20.0 M Chiba Yabuki PPA PPA PPA BCPG Public Company Limited 21 PPA PPA PPA Yabuki Chiba 20.0 M 30.0 M PPA Nikaho 8.8 M PPA PPA Proect under development Contracted capacity 164.1 MW 4.0 M Gotemba 2.0 M Komagane PPA PPA 8.0 M Nojiri Shimoyunohira 0.9 M PPA Nagi PPA PPA 10. M Suimei 43. M PPA PPA 1.0 M Takamori Takamori 33. M PPA Proect in commercial operation Contracted capacity 30.0 MW Nagota (24.0), Isakida (3.5), S5 (6.0) 8.8 M Tarumizu (8.1) Tarumizu Nakatsugawa (0.7), Annual Report 2016 22 Revenue StructurefromElectricitySalesbyProject 2014, 2015,and2016,areasperdetailsbelow:

Phase 3 Phase 2 Phase 1 Revenue fromelectricitysalesbytheGroup,accordingtopro-formafinancialstatements,forfiscalyearsending31December Revenue fromBaseTariff BCPG1 &2 Revenue fromAdder Revenue fromAdder Revenue fromAdder Revenue fromAdder Total ProjectsinThailand Revenue fromAdder Revenue fromBaseTariff BSE-PRI Revenue fromBaseTariff BSE-NMA Revenue fromBaseTariff BSE-CPM1 Revenue fromBaseTariff BSE-BRM1 Revenue fromBaseTariff BSE-BRM Revenue fromBaseTariff BNN &BPH Revenue fromAdder Revenue fromAdder Nakatsugawa Revenue fromFiT(FeedinTariff) Takamori Nojiri Tarumizu Nikaho Total projectsinJapan Total million 2,692.32 2,692.32 109.82 108.60 109.93 118.61 257.78 208.22 629.16 289.72 560.52 95.42 50.39 49.86 50.10 54.19 THB - 2014 For fiscalyearendingon31December 100.0 100.0 23.4 10.8 20.8 3.5 4.1 1.9 4.0 1.9 4.1 1.9 4.4 2.0 9.6 7.7 % - million 3,024.23 3,024.23 131.40 152.87 158.21 153.25 154.46 245.44 620.48 269.05 567.27 304.73 65.96 68.37 66.08 66.65 THB - 2015 100.0 100.0 20.5 18.8 10.1 2.2 2.3 2.2 2.2 4.3 5.1 5.2 5.1 5.1 8.1 8.9 % - million 2,830.60 3,083.91 148.56 154.97 148.56 155.05 204.45 602.50 240.16 513.60 299.44 130.23 253.31 59.01 61.37 59.46 61.50 12.58 12.58 17.89 17.33 75.28 THB 2.05 2016 100.0 19.5 16.7 91.8 1.9 2.0 1.9 2.0 3.8 4.8 5.0 4.9 5.0 6.6 0.1 7.8 9.7 0.4 0.6 0.6 4.2 2.4 8.2 % BCPG Public Company Limited

23 Electricity demand in Thailand is in Thailand is Electricity demand Power Development Plan (PDP) 2015

increasing constantly due to an increase in Gross Domestic Product (GDP). In between 2004 - 2014, the demand for electricity increased from 19,325.80 megawatts to 26,942.10 megawatts, or 3.4 percent per year, while Gross Domestic Product increased from THB 6,573 million to THB 9,234 million, a 3.5 percent annual growth rate. has projected a rate of increase for the country’s electricity demand at 2.6 percent per year in the 2015-2036 period, and that electricity demand will continue to rise: from 27,633 megawatts in 2014 to 49,655 megawatts in 2036.

2036 GDP 2035

12,000 10,000 8,000 6,000 4,000 2,000 0

(THB billion) 2034

2033 2033

2014 2032 2031

2013 2030 2029

2012

2028 2011 2027

contracted capacity GDP 2026 2026

2010

2025

2024

2009

2023

2008 2022 2021

2007

2020 2020

Power Demand-CAGR 21 Years 2.6% Years 21 Demand-CAGR Power

2006 2019

Power Demand-CAGR 10 Years 3.4% Years 10 Demand-CAGR Power 2018

Demand 2005 Marketing and Competition and Marketing 2017

Power Demand Power

2016 Peak

2004 2015 0 0 5,000 (MW) 30,000 25,000 20,000 15,000 10,000 (MW) Graph showing peak demand and contracted capacity, 2015 - 2036 Graph showing peak demand and Source: EGAT, www.egat.co.th, and the Bank of Thailand, www.bot.or.th Source: EGAT, www.egat.co.th, and the Bank of Thailand, 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 Overall Electricity Consumption of Thailand Overall Electricity Graph showing electricity demand and Gross Domestic Product demand and Gross Domestic Graph showing electricity 2014 between 2004 - Source: Power Development Plan B.E.2558-2579 (PDP 2015) Power Demand Power Power Demand Power Annual Report 2016

24 3.7% Pump-storage hydroPower Plant 7.2% Co-generation Power Plant Source: PowerDevelopmentPlanB.E.2558-2579(PDP2015) for licensesnew projects. the situationand makes allthenecessaryplanning andpreparationforbiddingorsubmitting However, having recognized such intense competition, the Group isconstantlymonitoring competition, beitinbidding,or inlicensing,orsourcingappropriatelocations,etc. is of the opinion that future power plant development projects will encounter tougher the privatesectortoinvestinrenewableenergysector. entirety ofthatagreementtermin2016.Thesefactorshaveattracted moreplayersfrom through aconstantFeed-in-Tariff(FiT)formwhichguaranteethe samepriceforthe Power ProducersandVerySmallProducers,throughaform ofadderin2006,and whole productionwithin2036. percentage ofproductionfromrenewableenergyashigh15.0 -20.0percentofthe percent annually.Thisisinlinewiththe2015PowerDevelopment Plan,whichcallsfora production in2014to20.1percentoftotal2036,oragrowthrate4.5 increase thepercentageofproductionfromrenewableenergy9.9percenttotal by theDepartmentofAlternativeEnergyDevelopmentandEfficiency,hassetagoalto end of2016).Moreover,theAlternativeEnergyDevelopmentPlan2015-2036(AEDP2015) 17.5 percent is solar energy and 82.5 percent is from other renewable energy (as of the electricity generatedfromrenewableenergy,whichreached7,400megawatts:of burden onthepublicsector.Thispolicyhasresultedinanincreasepercentageof electricity generation in remote areas, decrease system loss, and decreasetheinvestment be moreactiveinelectricityproduction,especiallyfromrenewableenergy,ordertoincrease

of powerplant Diagram showingpercentageofnewcontractedcapacitybytype

30.4% Combined Cycle Power Plant Cycle Combined Due totheeverincreasingdemand forelectricityandindustryconditions,theGroup The Governmenthasalsoextendedsupportbyissuingincentive scheme forSmall Since 1989,theMinistryofEnergyhashadapolicytopromoteprivatesector • Thailand Potentials oftherenewableenergy powerplantindustryin 57,459

21.1%

Thermal Power Plant Thermal

37.7% Renewable Power Plant Renewable

10,000 15,000 20,000 25,000 (AEDP 2015) Source: Alternative Energy Development Plant 2015-2036 according toAEDP2015 compared toitsgoalin2036, renewable energyin2014 contracted capacityfrom Graph showingapercentageof capacity. ratio - 37.7 percent of total production energy powerplantswillhavethehighest capacity of57,459megawatts,renewable power plant projects withtotal contracted on anyparticularfueltype.Inthenew fuel usagetoreducetherisksofdepending to distributeanappropriateratio of types Thailand’s electrical distribution system, and done inordertomaintainthestabilityof than 15.0percentofpeakdemand.Thiswas as a reserved contracted capacity, of noless contracted capacityandapercentageoffuel, 2015 determinedadirectionconcerning (MW) 5,000 0 Based ontheseprojections,thePDP

Other RenewableEnergy Solar Energy 9.9% of total capacity total of 9.9%

CAGR 4.5% 7,400 MW 7,400 82.5% 17.5%

2014 20.1% of total capacity total of 20.1%

2036 Target 19,684 MW 19,684 69.5% 30.5%

BCPG Public Company Limited

25 ) PPA Solar power plant in Bang Pa-in, Phra Nakorn Sri Ayutthaya, Thailand (38.0 MW Solar power plant in Bang Pa-in, Phra Nakorn Sri Ayutthaya, Thailand (38.0 After the accident at Fukushima Daishi Nuclear Power Plant, resulting from the 2011 earthquake and tsunami, all 48 other nuclear After the accident at Fukushima Daishi Nuclear In April 2005, the Electric Power System Council of Japan (“ESCJ”) was formed in order to specify rules to govern and manage and govern to rules specify to order in formed was (“ESCJ”) Japan of Council System Power Electric the 2005, April In Since 1995, the Japanese Government has maintained a free market in the country’s electric production industry, in order to promote industry, in order to electric production free market in the country’s has maintained a the Japanese Government Since 1995, has announced the Act on Purchase of Renewable Energy Sourced Electricity by Apart from this, the Japanese Legislative House The Japanese Government has issued policies and guidelines designed to build energy stability and security, both in general and in The Japanese Government has issued policies power plants in Japan had to be shut down for safety inspections, resulting in a sharp rise in electricity rates: fossil fuel has to be power plants in Japan had to be shut down electricity transmission and distribution, to ensure a fair and transparent system. Separately, the Japan Electric Power Exchange (“JEPX”) the Japan Electric Power Exchange (“JEPX”) a fair and transparent system. Separately, and distribution, to ensure electricity transmission and self-generators. from an investment from PPS electricity operators 2005 and started to operate in April 2006, was formed in November a price index to support and Forward, and was meant to establish an electricity power exchange operated by Spot The JEPX operates as with a surplus or It also acts as a middle market, where operators those investing into the electricity industry. risk considerations for shortage can trade electricity. fair and transparent competition. The Japanese electricity business structure consists of (1) the generating system, that generates and structure consists of (1) the generating system, The Japanese electricity business fair and transparent competition. that private operators There are 10 distribution. and marketing (3) and system, electricity the manages that delivery, (2) wholesale, sells for. to users in the region they are responsible a transmission system, and distribute electricity procure electricity, manage the scope of electricity purchases in the form of Feed-in-Tariff (FiT) for renewable Electric Utilities on 1 July 2012. This act specifies crisis. One important policy and metric of success is the development of domestic electricity generators: it promotes using renewable crisis. One important policy and metric of success the costs of operation. support, and research to reduce energy, electrical system development, legal imported to replace nuclear fuel. Between 2010 and 2015, the average electricity charge for the household sector rose 25.2 percent, and imported to replace nuclear fuel. Between 2010 the industrial sector rose at 38.2 percent . of FiT purchases annually. energy, and that METI will determine the rate (3) FY2014 Annual Report on Energy, (Energy White Paper 2015) Outline, July 2015, Agency for Natural Resources and Energy (3) FY2014 Annual Report on Energy, (Energy White Electricity Production from Renewable Energy in Japan Electricity Production from Renewable Industry Status and Competition in Japan Status and Competition Industry Annual Report 2016 26 Source :www.meti.go.jp percent. energy sourcedelectricityfromoperatedpowerplantshasincreased from1gigawattin2012to26gigawattsFebruary2016,or2,138 solar purchasing, has increased from 5 gigawatts in 2012 to 79 gigawatts in February 2016, or 1,586 percent; while the contracted capacity of electricity by solar energy. Thecontracted capacity of solarenergy sourced electricitybyregisteredgenerators,underFeed-in-Tariff(FiT) Remark: SinceApil2014,theaccumulatedcapacityofoperatedpowerplantincludeonly registeredFiTtype Source :JapanRenewableEnergyFoundation,www.jref.or.jp Feed-in Tariff Rate 1 April2016-31March2017 1 July2015-31March2016 1 April2015-30June 1 April2014-31March2015 1 April2013-31March2014 1 July2012-31March2013 (FiT) purchasingplanfrom2012toFebruary 2016 Diagram showingpowergenerationcapacityfromsolarenergyunderFeed-in-Tariff 10 20 30 40 50 60 70 80 Since theannouncementofFeed-in-Tariff(FiT)purchasesin2012,therehasbeenaconstantincreaseproduction 0 (GW) Operaqted SolarGeneratingCapacity Registered SolarGeneratingCapacity 5 2012 Application period 1 28 2013 7 71 2014 15 80 2015 25 Feed-in Tariff (FiT) JPYperkWh Feb. 2016 79 26 24 27 29 32 36 40 BCPG Public Company Limited 27 Annual Report 2016

28 Bhumibol’s initiativetoprotectwaterandsoil. King Bhumibol’slifelong workfor ThaipeoplePlant Growing VetiverGrassinhonorofthelate King Supporting the production of a book about HM

the King’s Footsteps

Follow His Majesty Anti- Day activity governance intheorganization Joining theAnti-Corruption Promoting goodcorporate Corruption

Minimize impact

Development

Community Community Society and and Society on theenvironment operations. gases orGHGs fromSolar Farm reducing emissionsofgreenhouse of theCompany’sachievementin Being certified in recognition King. and water in remembrance of the late Supporting a project to release cows Supporting a project to release cows Governance Good Corporate

BCPG Public Company Limited 29 Hosting and support Hosting and support annual religious ceremonies with local communities.

Supporting activities to promote Presenting Solar panel presenta- reading and writing skills for students reading and writing skills for in remote areas tion to local authorities and schools Social Responsibility Social Religion Culture Tradition support Educational for local communities for Solar farms for Agricultural Cooperatives Agricultural Solar farms for

Create benefits

Supporting national athletes in local youth Organizing sports tournaments for

Nature conservation international arena Sports Helping Make Food Source for Elephants Source for Food Helping Make at Wildlife Conservation Area at Wildlife Governance Good Corporate on the environment Minimize impact Minimize impact Annual Report 2016 30 Structure Shareholding Registered andPaid-UpCapital shares ataTHB5.00parvalue. THB 9,950.00 million, with 1,990 common THB 5.00parvalue.Thepaid-upcapitalis with 2,000 million common shares at a capital amountstoTHB10,000.00million, At present,thecompany’sregistered

Shareholders’ structure

The Company’s major shareholders as of the of closing shareholder registration book on 29 December 2016, were as follows:

Major Shareholders Number of % Shareholding Shares BCP (1) 1,399,999,994 70.4 Ms. Thanawadee Tungsithichoke 17,504,000 0.9 Thai NVDR Co., Ltd. 17,084,081 0.9 Social Security Office 12,354,234 0.6 BCPG Public Thai Value Focus Equity Dividend Fund (Opened-end Fund) 11,869,800 0.6 Mr. Kanes Tangcravakoon 10,500,000 0.5 Total Top Shareholders 1,469,312,109 73.9

Company Limited Grand Total 1,990,000,000 100.0 31 Note: (1) BCP is a listed company in the Stock Exchange of Thailand, engaged in the business of oil refinery and marketing. The top 10 shareholders of BCP as of September 9, 2016 were as follows:

Top 10 Major Shareholders Number of % Shareholding Shares Social Security Office 197,084,697 14.3 Ministry of Finance 137,442,767 10.0 Vayupak Fund 1 by MFC Asset Management Public Co., Ltd. 107,433,200 7.8 Vayupak Fund 1 by Krung Thai Asset Management Public Co., Ltd 107,433,200 7.8 Thai NVDR Co., Ltd 87,506,245 6.4 Krung Sri Dividend Stock LTF 38,826,600 2.8 STATE STREET BANK EUROPE LIMITED 38,077,883 2.8 AIA Company Limited-DI-LIFE 33,510,069 2.4 State Street Bank and Trust Company 23,394,698 1.7 Bangkok Life Insurance PCL 21,456,800 1.6 Total of Top 10 Major Shareholders 792,166,159 57.5 Grand Total 1,376,923,157 100.0

Source: Stock Exchange of Thailand, www.set.or.th Annual Report 2016 32 Remittance ofPastDueDividendPayment Dividend PayoutRate(in%) Interim Dividend(THB/Share) Profit perShare(THB/Share) Announcement Date Dividend Q3 2016NetProfit Subsidiaries inOtherCountries Subsidiaries inThailand Subsidiaries The Company related transactionfeesandexchangerateprofitsorlosses. law thewithholdingtaxforprofitsharedtoTKinvestorsis20.42%);otherrelatedtaxes, subject tosomeassociatedexpenses,suchaswithholdingtax(forinstance,underJapanese appropriate bytheBoardofDirectors. obligations, annualinvestmentplans,andotherconcernsconsiderednecessary laws andregulations.Dividendpaymentisalsosubjecttoeachcompany’scashflow, lower than40%ofeachcompany’snetprofit,afterdeductionallprovisionsrequiredby appropriate bytheBoardofDirectors. al cashflow,obligations,investmentplans,andotherconcernsconsiderednecessary required by each company’s regulations and laws. This is subject to the Company’s annu- the net profit shown in each company’s financial statement, after netting out all reserves Directors. flow andinvestmentplans,otherconcernsconsideredappropriatebytheBoardof holders’ meeting.However,this is subjecttotheeconomicsituation, the Company’scash Directors isauthorizedtopayoutshareholders,andreportitinthesubsequentshare- be submitted for approval at shareholders’ meetings. For interim dividends, the Board of all reservesrequiredbylawandregulations.TheBoard’sresolutionsofdividendpayoutwill less than 40% of the net profit of the Company’s financial statement, after deduction of The dividendpaymentbythesubsidiariesinothercountriestoCompanymaybe The subsidiariesinothercountrieshaveapolicyofdividendpayoutatratenot The subsidiariesinThailandhaveapolicyofdividendpayoutnotlessthan80% The Companyhasapolicytopayoutdividendstheshareholdersatrateofnot 83.3 0.15 0.18 14 December2016 Dividend Policy H1 2016NetProfit 71.4 0.30 0.42 Retained Earning 18 October2016 December 2015 100.0 0.09 0.09

BCPG Public Company Limited 33 Management Management Structure Annual Report 2016 34 and theCorporateGovernanceCommittee.Thestructureisshowninbelowdiagram; Nomination andRemunerationCommittee,theExecutiveInvestmentEnterprise-wideRiskManagement At present,theCompany’smanagementstructureconsistsofBoardDirectorsand5sub-committees:AuditCommittee,the Finance andAccounting Audit Committee Internal Audit Remuneration Committee Nomination and Business Development Corporate Strategyand Directors Board of President Investment Committee Executive and Solar powerplant inNongKi,Burirum,Thailand(8.0 MW Operation Corporate Communication Company Secretary Safety andHealth Enterprise-wide Risk Committee and Information Technology Corporate Administration Corporate Governance Committee PPA ) BCPG Public Company Limited

35 17 July 2015 17 July 2015 17 July 2015 25 March 2016 4 February 2016 1 December 2015 1 December 2015 1 December 2015 1 December 2015 1 December 2015 Date of Appointment (Effective Date of Chairman : 24 March 2016) (Effective Date of Chairman (Effective Date of Vice Chairman : 24 March 2016) (Effective Date of Vice Chairman : 24 March (Effective Date of Vice Chairman : 24 March 2016) (Effective Date of Vice

Position Independent Director / Nomination and Independent Director / Nomination and Independent Director / Audit Committee Remuneration Committee/ Chairman of Enterprise-wide Risk Management Committee Risk Enterprise-wide / Committee Investment Management Committee / Corporate Governance Committee / Secretary to the Board of Directors Director / President / Executive and Director / President / Executive and Independent Director / Audit Committee / Enterprise-wide Risk Management Committee Independent Director / Chairman of Audit Committee/ Corporate Governance Committee Independent Director / Chairman of Corporateof Chairman / Director Independent Governance Committee / Nomination and Remuneration Committee Director / Enterprise-wide Risk Management / Corporate Governance CommitteeCommittee / Executive and Investment Committee Chairman of the Board of Directors Chairman of the Board / Director Independent / Chairman Vice and Remuneration Nomination of Chairman Committee Vice Chairman / Chairman of Executive and Investment Committee (1) Name The Board of Directors The Board Company’s duly authorized signatories are: Mr. Pichai Chunhavajira, Chairman of the Board of Directors, jointly signs with Mr. BunditMr. with signs jointly Directors, of Board the of Chairman Chunhavajira, Pichai Mr. are: signatories authorized duly Company’s Resigned from Directorship with effect from 1 January 2017, replaced by Ms. Pankanitta Boonkrong , Independent Director, as appointed by the Resolution Resigned from Directorship with effect from 1 January 2017, replaced by Ms. Pankanitta Boonkrong , Independent Prof. Dr. Suchatvee Suwansawat Mr. Bundit Sapianchai General Utis Sunthorn Mrs. Vilai Chattanrassamee General Kanit Sapitaks Mr. Thammayot Srichuai Mr. Teerapong Ninvoraskul Mr. Pichai Chunhavajira Admiral Sithawat Wongsuwan Mr. Chaiwat Kovavisarach Sapianchai, President, being two persons, with affixation of the Company’s seal.or Mr. Pichai Chunhavajira, Chairman of the Board of Sapianchai, President, being two persons, with affixation or Admiral Sithawat Wongsuwan or General Directors, or Mr. Bundit Sapianchai, President, jointly signs with Mr. Chaiwat Kovavisarach Suwansawat or Mr. Teerapong Ninvoraskul or Utis Sunthorn or Mrs. Vilai Chattanrassamee or Mr. Thammayot Srichuai or Mr. Suchatvee seal. General Kanit Sapitaks being two persons, with affixation of the Company’s As of 31 December 2016, the Board of Directors comprised 10 directors, as follows: the Board of Directors comprised 10 directors, As of 31 December 2016, Remarks: (1) from the Board of Directors Meeting 11/2016 on 13 December 2016. Annual Report 2016 36

responsibilities distributionandoperations. sub-committees, forclarityinrolesand not resumeanypositioninofthe Chairman oftheBoardDirectorsshould the Company’s President. Additionally, the Directors shouldnotbethesamepersonas the BoardofDirectors’Secretary. Company’s President,byposition,istoactas President andalsotodismisshimorher.The has theauthoritytoappointCompany’s Chairman or Vice Chairman. Board of Directors select adirectorordirectorstobeVice as appropriate, the Board of Directors may nominate onedirectorastheChairman,and accounting. TheBoardofDirectorsshall director mustbe an expertinfinanceand management. Atleastoneindependent social, environmentandsafety,riskcrisis control, legal,organizationaldevelopment, business, financeandaccounting,internal renewable energybusiness,international competent and skillful, with experience in 3 directors. least onethirdofthewholeandnolessthan of independentdirectorsanamountat no genderdiscrimination. in thecompany’sregulations.Thereshouldbe in accordancewiththelawsandasspecified of theKingdomThailand,withqualifications no lessthanhalfofthedirectorsbeingresident at least5andnotmorethan12directors,with Structure oftheBoardDirectors 4. 3. 2. 1.

The ChairmanoftheBoard The Board of Directors should be The BoardofDirectorsshouldbe The Board of Directors must consist The Board of Directors consists of The BoardofDirectorsconsists

control, and internal audits that are effective control, andinternalauditsthatare effective an accountingsystem,financialreport, internal positive ornegative,withsufficient rationale. including theCompany’sfuturetrends,whether the shareholders on the Company’s situations, that thecompanyisoperatingeffectively. every BoardofDirectors’meeting,toensure the company, to the BoardofDirectorsin operations andotherimportantissuesabout assigning anExecutiveDivisiontoreporton in anycontractsrelatedtothecompany,by the compliancewithlawsandtermsappearing operations regularly, and to be concerned with development planandasuccessionplan. for sustainable growth,includingapersonnel wealth. maximize economic value and shareholders’ good corporate governance, in order to Company’s policiesandregulations,undera to effectivelyandefficientlycomplywiththe monitor andsupervisetheExecutiveoperations and accountabilitytoshareholders. to cautiouslyprotectthecompany’sinterests Board ofDirectorshonestlyandtruthfully.And article ofassociation,andresolutionsfromthe accordance withthelaws,purposes, operation. orientation ontheCompany’sbusiness the BoardofDirectorsasfollows: Authority, duty,rolesandresponsibilitiesof 24 March2016approvedtheScopeof of theBoardDirectors. Scope ofDutiesandResponsibilities 7. 6. 5. 4. 3. 2. 1. The 2016AnnualGeneralMeetingon

To ensure that the company has To ensurethatthecompanyhas To regularlyandtruthfullyreportto To followupwiththecompany’s To overseetheCompany’soperation To set policy and direction, and to To proceedwiththeirdutiesin New directorsaretoattendan

a directiontoperformwithintheorganization. conduct andacodeofethicstobe usedas completely, andtransparently. disclose informationtechnicallycorrectly, to ensurethatthedirectorsandcompany with relatedlawsandregulations;aswell how toperformandoperateincompliance ularly advisedirectorsandthecompanyon and shareholders’ meetings; and also to reg- company, which are the Board of Directors’ tivities oftheBoardDirectorsand assist inensuringcompliancerequiredac- other dutiesastheSECspecifies;andto to produceandkeepdocumentsany accordance with securities and exchange laws, business operation,atthecompany’sexpense. advice fromexternaladvisorsconcerning Directors is capable ofseekingprofessional among allshareholders. views concerning issues effecting fairness Executive Divisionwhentherearedifferent with anyactionsofotherdirectorsorthe operation, andshouldbepreparedtodisagree director appointment,andstandardofbusiness strategy, management,resourceusage, discretion independentlywhileconsidering directors should be prepared to use their to treatallstakeholdersinafairlymanner. follow-ups. measures to manage risk, with regular appropriate andadequatedirections conducting riskmanagementbysettingup good corporategovernanceregularly. and reliable. 14. 13. 12. 11. 10. 9. 8.

To set up a code of corporate To assignacompanysecretary,in Where necessary,theBoardof Independent directorsandexternal To governtheExecutiveManagement To haveasubstantialrolein To review and revise its policy on To reviewandreviseitspolicyon

BCPG Public Company Limited

37 To assign a Director, Directors, or 28. The Company’s Board of Directors prohibitions, in accordance with the Publicprohibitions, in accordance (including any revision),Company Act B.E.2535 Act B.E.2535the Securities and Exchange laws, and including(including any revision), terms and/or any relating notifications, regulations, once a director position is emptyis position director a regulations, once an expiration fromfor any reason apart from a new director,term of office, to appoint and remuneration, of determination including present the appointment to the shareholders’ meeting for approval. of the Board act for to other person any Directors, though such authorization must not be an authorization or a sub-authorization that empowers the Director or a Director’s proxy to be able to approve a transaction that they or a related person may have a conflict of interest, or any other conflict with the company or its subsidiaries, except where approving said transaction follows policies and terms that the shareholders’ meeting or the Board of Directors have already approved Independent Directors iswhich Directors, Independent 6 of consists more than one-third of the entire Board so that the Independent Directors can be an important mechanism in overseeing good company’s and the corporate governance, shareholders’ benefits, by balancing the Board,decision-making power of the entire including having the awareness of serving their duties based on righteousness and the ability to make unbiased comments without being under any party’s or any individual’s influence. The Board of Directors has thus stipulated the following definitions and qualifications of the Independent Director in the policy of Good Corporate Governance, under Section 3:

To have a protocol governing governing To have a protocol To consider for approval asset To consider and/or give advice To report on the Board of Directors’ To consider approval of paying stock To consider the approval an

22. 23. 24. 25. 26. 27. any sub-committees when appropriate andany sub-committees when support the functionsnecessary, in order to of the Board of Directors. company’sthe protect to order in subsidiaries, of Directors is investment. The Board the suitability of aresponsible for considering as a director inperson that may be assigned a subsidiary, in order to ensure the governance and execution is be in compliance with the policies, and to perform transactionscompany’s in compliance with securities and exchange laws and regulations, and also comply with notifications from the Securities and Exchange Committee. acquisitions or asset disposals, investment in a new business operation, borrowing or loaning from a financial Institute, lending, guaranteeing, or performing in order to comply with laws, concerning regulations and terms, notifications, securities and exchange. concerning related transactions, and/or entering into transactions (in cases where said transaction does not have to be approved by a shareholders’ meeting), by the company and its subsidiaries to comply with related laws, notifications, terms, and regulations. responsibilities to producing a financial report, which, together with an auditor report in the annual report, which should cover any important issues around the code of conduct concerning directors of a listed company by the Stock Exchange of Thailand. dividends to shareholders, and report about the decision at the next shareholder’s meeting. appointment of a person without any

To consider appointments and and appointments consider To Each director is capable of holding The non-executive members of the Non-executive and independent To attend at least one of the To attend at least one of the To report about any securities, ofTo report about any securities, To be prohibited from trading trading from prohibited be To

21. 20. 18. 19. 17. - holds shares or bonds in the company - having a conflict of interest, either direct 16. 15. determination of roles and responsibilities of the position of director for a maximum number of 5 companies that are listed in the Stock Exchange of Thailand. board of shall be responsible in evaluating a performance of the company president directors should hold meetings as necessary, at least twice a year, in order to express any problems concerning management that they joining,Management Division the without have, and then report to the board president about a resolution of such meeting. training programs for Directors by the Thai Institute of Directors (IOD); the Director Accreditation Program (DAP), the Director Certification Program (DCP,) or any equivalent program in order to enhance their skills to perform. annually. or its subsidiaries. or indirect, in any contract that the company enters into during a fiscal year; the company and its subsidiaries, held bythe company and its or their minors, atthemselves, their spouses, the Board of Directors’ meeting every time that there is a change; and to report to the company promptly in any of the following circumstance: securities at least one month prior to ansecurities at least one statement, andannouncement of a financial announcement of theat least 3 days after the financial statement. Annual Report 2016 38 Joint Ventures, major shareholders, or the Joint Ventures,majorshareholders, orthe the Company, Parent Company, Subsidiaries, person whohasabusinessrelationshipwith shareholder orisanauthorizedpersonofa Director, norbeorneverhasbeenabiased the independentviewofIndependent of theCompany,inamannerthatmayobstruct major shareholders,ortheauthorizedpersons Parent Company,Subsidiaries,JointVentures, business relationshipwiththeCompany, subsidiaries. authorized personoftheCompanyor be proposedtodirectorship,executive, or authorized personsorotherswhowill executives, ofothermajorshareholders, other of offspring,otherdirectors, spouse, siblings,oroffspring,spouse by legal registration as the father, mother, the Company. major shareholdersorauthorizedpersonsof in governmentofficeswhohappentobe used tobeGovernmentOfficialsoradvisors include cases where Independent Directors years. However, said forbidden roles do not from anyoneofthoserolesforatleast2 the Company, except if theyarealready free or shareholders of the authorized persons of subsidiaries ofsameranking,majorshareholders, Parent Company,Subsidiaries,JointVentures, pay, or authorized persons of the Company, businesses, employees, advisors on regular affiliated withtheadministrationofCompany’s Director. by relatedpersonstotheIndependent Company, andalsocountingthesharesheld Shareholders, orcontrollingpartiesofthe Company, Subsidiaries,Jointventures,major of votingsharestheCompany,Parent 4. 3. 2. 1.

Does not,orhasneverhada Are not related family members or Are notrelatedfamilymembersor Is not,orhasneverbeenaDirector Holding nomorethan0.5percent

Company orsubsidiaries. and is a significant competition to the other companiesthatoperateasimilarbusiness more than1percentofvotingstockallthe employees, advisors on regular payroll or holds a director that is involved in administration with shareholder withabiasedshareholdingoris to theCompanyorsubsidiariesisnota activities andisasignificantcompetition connected toamajorshareholder. shareholders, orashareholderthatis Company, Subsidiaries,JointVentures,major representative oftheCompany,Parent of thoserolesforatleast2years. except iftheyarealreadyfreefromanyone of theprofessionalserviceprovideraswell, shareholder, anauthorizedpersonorpartner Company, andshallnotbeabiased shareholders, or the authorized persons of the Company, Subsidiaries,JointVentures,major million peryearfromtheCompany,Parent services thatwillearnmorethanTHB2.00 includes providinglegalservicesorfinancial professional serviceproviderinanyway,which 2 years. free fromanyoneofthoserolesforatleast may bepresent,exceptiftheyarealready or theauthorizedpersonsofCompany Subsidiaries, JointVentures, major shareholders, firm inwhichtheCompany,Parent authorization orbeapartnerofanauditing a shareholderwhomightbedeemedtohave not is and authorized personsoftheCompany, Joint Ventures,majorshareholders,orthe for theCompany,ParentSubsidiaries, roles foratleast2years. they arealreadyfreefromanyoneofthose authorized personsoftheCompany,exceptif 8. 7. 6. 5.

Does not carry out similar business Does notcarryoutsimilarbusiness Is notadirectorappointedas Is not,orhaseverbeena Is not,orhasneverbeentheauditor

competition with the Company, whether for competition withtheCompany,whether for similar natureasandofsignificant natureof the company’sbenefit. activities andanabilitytodedicatetimefor and asoundworkingrecord. future-oriented vision,righteousness,ethics, Act B.E2535. Section 89/3oftheSecuritiesandExchange Public CompanyLimitedActB.E2535,and with criteriasetforthinSection68ofthe Board ofDirectorsbeasfollows: Company specifiedthequalificationsof shareholders’ confidenceandtrust.The ensure transparencyandreliability,reinforcing Pool database.Theselectionprocesswill directors willalsoutilizetheIOD’sDirector identified. Theselectionprocessfornew structure, andforcompanystrategiesare qualifications fortheorganization,Board With the matrix, missing skills and suitable Matrix tospecifytherequiredqualifications. Board DiversityanddevelopedaSkill business. TheCommitteealsofocusedon dedicate timeforthebenefitofCompany’s attitude towardtheorganization,andabilityto leadership, righteousness,ethics,agood experience, soundcareerrecords,vision, professionals withcomprehensiveknowledge, Company emphasizesselectionofqualified case may be). As for selection criteria,the Board ofDirectorsortheShareholders(as and nominatequalifiedprofessionalstothe Committee isassignedbytheBoardtorecruit Selection ProcessoftheDirectors the operationsofCompany. shall hinderprovidingindependentviewson 4. Does not engage in a business of the 4. Doesnotengageinabusinessofthe 3. Having high attention for company 2. Havingleadershipskills,broadand 1. The NominationandRemuneration 9.

Possessing characteristics in line Possessing characteristicsinline Has no other characteristics that Has noothercharacteristicsthat

BCPG Public Company Limited

39 Each Board of Directors meetingEach Board attend no lessshould Directors The is toThe Chairman of the Board The Chairman should appropriately The Chairman shall summarize key When considering an agenda item The Directors shall have access Business management framework Information on business performance Major projects Development of the organization

3. 4. 5. 6. 7. 8. 9. The Company provides orientation • • • • should be attended by no less than three- than by no less attended should be applies tothe Board. The same quarters of in attendance for eachthe number of directors voting agenda item. Board meetings heldthan 75% of the total annually. meeting,the to prior agenda meeting approve Management,as proposed by the Executive who shall consider proposals from Directors who wish to include other significant issues in the next meeting agenda. allocate meeting time for comprehensive presentation and discussion of the matters. encourageand items agenda the of issues and provide opportunities to Directors for discussion and agreement in meeting resolutions for the matters. that concerns any Director who is entitled to benefit from the issues, he or she has no right to attend the meeting, or to vote. to and may request from Company’s management documents, discussion records, or services related to the business operation. They can also request independent comments from external consultants. New Directors Orientation for sessions, including lectures and overview sessions, including lectures and overview presentations of the Company business, pertaining to the following: (relevant laws, cabinet resolutions, rules and regulations) and activities and businesses.

The Board of Directors shall hold The meeting documents shall be 4. Resolution of the shareholders’ of the shareholders’ 4. Resolution 5. Court order or having 6. Lack of qualifications The directors can maintain the positionThe directors can maintain 1. 2. meeting to remove a director under Sectionremove a director under meeting to B.E 2535 Company Limited Act 76 of the Public prohibited characteristics specified by Sectionby specified characteristics prohibited Exchange Act B.E89/3 of the Securities and 2535 of Directorship Terms time of no longerfor maximum consecutive than 9 years (3 years for each term), so that the company will have opportunity to select directors with appropriate qualifications for the maximum benefit of the company. In case any director is qualified to hold the position longer than the specified period, the Board will consider the independence and work willBoard The director. that of effectiveness present the work performance and reasons for extension of service to the shareholders. The Board of Directors Meeting meetings regularly, at least once every quarter, and when necessary. Meeting agendas are set in advance throughout the year. Directors’ proxy to the Directors or the sent at least seven days prior to the meeting date. rights andan urgent case of maintaining In benefits of the Company, the Company may reschedule the meeting to an earlier date and notify the Directors in several different ways and in a timely manner. The Chairman of the Board is responsible for overseeing that relevant meeting documents are delivered to theof ahead days 5 least at Directors the meeting, to provide sufficient time to study, thein decisions proper make and consider Board meeting. The Chairman also supervises and ensures that the meeting minutes are meeting,the after days 7 within completed so that they can be reviewed before being approved in the subsequent meeting.

1. Death 2. Resignation 3. Lack of qualifications under Section In every Annual General Meeting, oneMeeting, General every Annual In Other than completion of the term, a The Nomination and Remuneration Remuneration The Nomination and 68 of the Public Company Limited Act B.E 2535 third of the directors shall retire from third of the directors shall retire from director may retire for the following reasons: directors and shareholders to nominate quali- directors and shareholders may meetings Shareholder candidates. fied majority votes. In theelect a director through is vacant duecase that a director’s position completion of theto causes other than the a qualified candidateterm, the Board is to elect aforemen- as characteristics prohibiting no with tioned for the next Board meeting. In the case that the vacant term will expire in less than 2 months, the directors elected by the Board may hold the position only until the completion of the term of the director they replaced. The resolution to nominate such person for the replacement directorship position shall receive no less than 3 out of 4 votes of the remaining directors. Dismissal of the Directors directorship. If this number is not a multiple then the number of directors retiredthree, of should be nearest to one-third. The directors who have completed their term may be re-elected for the position. However, directorships should not last more than 3 consecutive terms, except for those directors who are considered appropriate to maintain the position for a longer period. The Board of Directors will consider the independence and effectiveness of that particular director. The Board will present the work performance and thefor the term extension to reasons the shareholders. Committee provides an opportunity for an opportunity for Committee provides his/her own or others’ benefit, unless having or others’ benefit, unless his/her own prior toAnnual General Meeting notified the thereto. the appointment Annual Report 2016 40 Summary ofYearsTrainingfortheBoardDirectors covering thefollowingtopics: the BoardofDirectorsandmanagement prepare forthenewdirectorsahand-book visits tothecompanybusinesssites,and society andenvironment basis for next year’s development planning. basis fornextyear’sdevelopment planning. duties andauthorities,toserve asthe performance againsttheassigned scopes of principles, asaframeworkformeasuringpast in conformitywithgoodcorporategovernance of Directorsandthesub-committees.Thisis year, aperformanceassessmentoftheBoard Performance edge, etc. to receiveinformation,news,updates,knowl- for allDirectorstoprovidethemwithaccess for ThaiInstituteofDirectors(IOD)membership General KanitSapitaks Mr. ChaiwatKovavisarach Admiral SithawatWongsuwan Mr. PichaiChunhavajira General UtisSunthorn Mr. TeerapongNinvoraskul Mr. ThammayotSrichuai Mrs. VilaiChattanrassamee Mr. BunditSapianchai Prof. Dr.SuchatveeSuwansawat • • • The companymayalsoarrangestudy • • The company provides, at least once a The companyprovides,atleastoncea Assessment oftheDirectors’ Furthermore, theCompanyhasapplied

Roles, duties, and responsibilities of Roles, duties,andresponsibilitiesof Organization andbusinessdevelopment Vision, Mission,GoalandStrategy Corporate responsibilities for the Corporate responsibilitiesforthe Good CorporateGovernance Name responsibilities for effectively performing the responsibilities for effectively performing the regulations, and the roles, duties and of goodcorporategovernanceprinciples,rules, to enhancetheirknowledgeandunderstanding the Boardtoattendtrainingandworkshops Director Development the directors. anonymous directors) anonymous directors) assessment: onedirectorassessed by3-4 of theindividualBoardmembers (cross- governance policy. and compliance with good corporate responsibilities, trainingandself-development, individual board members (self-assessment) individual boardmembers(self-assessment) individual boardmembers been developedasfollows: Board members andthesub-committeeshave The Company encourages members of The Companyencouragesmembersof • • • - • 1) Performance assessmentformsforthe

Good Corporate Governance Good CorporateGovernance Management structureand Performance AssessmentForm Assessment topics include roles and Assessment topicsincluderolesand Performance Assessment Form of Performance AssessmentFormof Performance Assessment Form of Performance AssessmentFormof DAP 2016 2006 2016 2016 2004 - - - - -

the entireAuditCommittee responsibilities andmeetingsasfollows: the sub-committees and Mr.TeerapongNinvoraskul General UtisSunthorn,KanitSapitaks self-development. performance, meetingsanddevelopmentof of Directors’policy,structure,qualifications, Mr. ThammayotSrichuai the entireBoardofDirectors were asfollows: who participatedinIOD’strainingandprograms functions ofDirectors.In2016,theDirectors the directors. responsibilities, duties,andindependenceof • - 3. • - • 2. -

Director Accreditation Program (DAP): Director Certification Program (DCP): Director CertificationProgram(DCP): Performance Assessment Form of Performance AssessmentFormof Assessment topics include roles and Assessment topics include roles and Performance Assessment Form of Performance AssessmentFormof Assessment topics include the Board Assessment topicsincludetheBoard Performance Assessment Form of Performance AssessmentFormof Assessment topics include roles and Assessment topicsincluderolesand DCP 2013 2009 2011 2016 2011 2008 2005 - - - BCPG Public Company Limited

41 Sub-Committees The entire Executive and Investment Management Committee, averaged at 86.7 percent rate excellent. The entire Executive and Investment Management Committee, averaged at 86.7 percent rate The entire Corporate Risk Management Committee, averaged at 95.0 percent, rated excellent The entire Corporate Governance Committee, averaged at 92.1 percent, rated excellent. The entire Nomination and Remuneration Committee, averaged at 98.3 percent, rated excellentThe entire Nomination and Remuneration Committee, Averaged at 93.2 percent, rated excellent Individual directors (cross group assessment), averaged at 94.0 percent, rated excellentIndividual directors (cross group assessment), Individual directors (self-assessment), averaged at 90.8 percent, rated excellentIndividual directors (self-assessment), averaged = Absolutely agree, or excellent actions on that matter= Absolutely agree, or = Rather agree , or adequate actions taken on that matter= Rather agree , or adequate = Agree, or fair actions taken on that matter = Agree, or fair actions = Disagree, or few actions taken on that matter= Disagree, or few actions = Absolutely disagree, or no actions taken on that matter= Absolutely disagree, Performance Assessment Form of the entire Executive and Investment Management Committee Form of the entire Executive and Investment Performance Assessment Performance Assessment Form of the entire Corporate Risk Management Committee the entire Corporate Risk Assessment Form of Performance Performance Assessment Form of the entire Corporate Governance Committee the entire Corporate Governance Assessment Form of Performance Performance Assessment Form of the entire Nomination and Remuneration Committee the entire Nomination Assessment Form of Performance • • • • • The entire Audit Committee, averaged at 97.7 percent rated excellent. • The entire Audit Committee, averaged at 97.7 The Sub-Committees • The Entire Board of Directors • • Individual Board Members Less than or equal to 50 percent = Improvement Needed Less than or equal to 50 percent = Improvement Over 50 percent = Satisfactory Over 65 percent = Good Over 75 percent = Very Good Over 85 percent = Excellent 5 4 3 2 1 • • • • As of 31 December 2016, there were 3 members in the Audit Committee: The Board of Directors agreed to appoint the Audit Committee from Directors who are qualified as stipulated by the Securities and Exchangethe Securities stipulated by qualified as from Directors who are appoint the Audit Committee The Board of Directors agreed to

A summary of performance assessment of the Board of Directors members and the sub-committee 2016 is as follows : A summary of performance assessment of the 1.

With the scoring system, the rating criteria are as follows: With the scoring system, the rating criteria are

The form relies on a scoring system, so that the board and the committee members can compare the assessment in each topic.committee members can compare the assessment scoring system, so that the board and the The form relies on a

The Board of Directors recognizes the importance of good management and governance and has appointed Sub-Committees to support theto has appointed Sub-Committees and governance management and of good importance recognizes the Directors The Board of Act. Audit Committee comprises no less than 3 independent directors, with at least one Audit Committee member with sufficient expertise andAct. Audit Committee comprises no less than 3 independent directors, with at least one Audit of Companies’ financial report.experience in finance and accounting or audit to perform an audit on the reliability of the Group The scoring is defined as follows: The scoring is defined Audit Committee (AC) Board of Directors in following up and supervise the Group of Companies’ operations and business performance for effectiveness and efficiency. InBoard of Directors in following up and supervise the Group of Companies’ operations and business of internal control and internal audit. In 2016, the2015, the Board of Directors approved the establishment of the Audit Committee to be in charge which were later approved at the AnnualBoard of Directors’ Meeting 2/2016 on 9 March 2016 had a resolution to set up 4 more sub-committees, Committee, Corporate Governance Committee,General Meeting on 24 March 2016 namely Audit Committee, Nomination and Remuneration Corporate Risk Management Committee and Executive and Investment Management Committee Annual Report 2016 42 the ResolutionfromBoardofDirectorsMeeting11/2016on13December2016. (2) (1) Remarks: Division; defects andreactionsfromtheManagement Division inverifyingandconsidering substantial benefit tothecompany; such transactionsarereasonableandof regulations oftheSET,inordertoensurethat to beincompliancewiththelawsand including acquisitions and disposalsofassets, transactions thatmayhaveconflictofinterest, operation; the lawsconcerningcompany’sbusiness and exchange,notificationsoftheSET, complying withthelawsconcerningsecurities management system; the effectivenessandsufficiencyofarisk that issuitableandeffective,verifies internal controlsystemandanaudit the accountingstandardasspecifiedbylaw; sufficient andcorrectfinancialreportthatmeets of theAuditCommitteeasfollows: Authority, duty,rolesandresponsibilities on 9March2016,approvedtheScopeof With Mr.PrasitSkulkassareewan,InternalAuditDepartmentManager,actingasSecretary Mr. TeerapongNinvoraskul General UtisSunthorn Mrs. VilaiChattanrassamee Resigned fromAuditCommitteedirectorship,witheffect1January2017,replacedbyMs.PankanittaBoonkrong,IndependentDirector,asappointed is aprofessionalinaccountingandfinance,hassufficientexperiencetoperform anauditonthereliabilityofGroup’sfinancialreport. 6. 5. 4. 3. 2. 1. The Board of Directors’ meeting 2/2016,

Having an authority to verify and Havinganauthority toverifyand To cooperate with the Management To cooperate with the Management To verifythatthecompanyis To consider related transactions or To considerrelatedtransactionsor To verifythatthecompanyhasan To verifythatthecompanyhasa (2) (1) Name

performances incompliancewitha charter; meeting, andattendanceofeachdirector; may haveconflictsofinterest; auditor; company’s businessoperation; regulations oftheSET,orlawson the lawsonsecuritiesandexchange, the company’sinternalcontrolsystem; financial statement; completeness, andreliabilityofthecompany’s following information: Committee, andconsistofatleastthe be signedbytheChairmanofAudit company’s annualreport.Suchreportshould report, whichshouldbedisclosedinthe company’s regulations; verification andinvestigation,subjecttothe an authoritytohireaspecialistassist Committee’s ScopeofAuthority,andhaving investigate relatedpeopleundertheAudit 8) 7) 6) 5) 4) 3) 2) 1) 7. other aspects that theAudit overall opinionornoticeconcerning numbers oftheAuditCommittee’s opinion concerningtransactionsthat opinion concerningsuitabilityofthe opinion concerningcompliancewith opinion concerningsufficiencyof opinion concerningcorrectness, ToproduceanAuditCommittee Audit CommitteeChairman

Audit Committee, there is a transaction or Audit Committee, thereisatransactionor management. connection withinternalcontrol andrisk cy ofaninformationtechnology system in independence oftheinternalauditdivision audit division manager, and consider the evaluate theannualoperationofinternal the internalauditdivision; budget, trainingprogram,andmanpowerfor in financialaudits; supportive, and also to reduce repetition division tocommunicateandbemutually plan fortheauditorandinternalaudit management presenceatleastoneayear; a meeting with the auditor without a a personfromthatposition.Alsoattend remuneration and,ifneeded,toremove the company’sauditor,andalsopropose appointment ofanindependentpersontobe by theBoardofDirectors; to a scopeof duty and responsibility assigned and investorsshouldbeinformedof,subject Committee is of an opinion that shareholders Audit Committee Audit Committee Position 13 12 11 10 9 8

If, in the regular operation of the If, intheregularoperationof To verifyeffectivenessandefficien- To appoint,move,remove,and To approveacharter,auditplan, To consider an action scope and To consider nomination and propose To considernominationandpropose

BCPG Public Company Limited

43 To undergo any other mission any other mission To undergo

14 of term Committee’s Audit The Position assigned by the Board of Directors, subject to the Board of Directors, assigned by by the Audit Committee. an agreement years, and can be directorship is three of term. reappointed upon completion

Nomination and Remuneration Committee Chairman Nomination and Remuneration Committee Secretary Nomination and Remuneration Committee and The Audit Committee shall report the shall report The Audit Committee facts and recommend actions or improvements actions recommend and facts proceed of Directors, so they can to the Board time specified by theto act within a period of Board of Directors orAudit Committee. If the act or proceed on executives does not course, the Audit improvements in due such transaction orDirector may report on action to the SEC.

Name A breach of laws concerning concerning laws of breach A Substantial corruption, peculiarity,Substantial corruption, Transaction with a conflict of interest; Transaction with a conflict To determine the nomination method and qualifications of any person appointed to be directors, Presidents, and executives. To determine the nomination method and qualifications of any person appointed to be directors, to the Board of Directors. To select and nominate qualified candidates to be directors, presidents, and executives To determine criteria or methods for remunerating directors, Presidents, and executives. on to shareholders for approval. To consider and propose remuneration to the Board of Directors for approval and pass it for approval. To consider and propose remuneration for president and executives to the Board of Directors to the Board of Directors. To revise and complete a succession plan by President and executives annually, and report To proceed on other missions as assigned by the Board of Directors.

As of 31 December 2016, there were 3 members in the Nomination and Remuneration Committee: As of 31 December 2016, there were 3 members The Nomination and Remuneration Committee comprises no less than 3 independent directors, with at least one Audit Committee Audit Committee least one with at independent directors, than 3 no less comprises Committee Remuneration and The Nomination The Board of Directors agreed to appoint the Nomination and Remuneration Committee from Directors who are qualified as qualified are who Directors from Committee Remuneration and Nomination the appoint to agreed Directors of Board The 3) 1) 2) 1) 2) 3) 4) 5) 6) 7) be reappointed upon completion of term. The Nomination and Remuneration Committee’s term of directorship is three years, and can The Board of Directors’ meeting 2/2016, on 9 March 2016, approved the Scope of Authority, duty, roles and and responsibilities of duty, roles and and responsibilities of Authority, of the Scope 9 March 2016, approved 2/2016, on meeting The Board of Directors’ Admiral Sithawat Wongsuwan General Kanit Sapitaks Prof. Dr. Suchatvee Suwansawat member with sufficient expertise and experience in personnel management. member with sufficient expertise and experience stipulated by the Securities and Exchange Act. stipulated by the Securities and Exchange Act. securities and exchange, terms of the SET, orand exchange, terms of the securities operation. laws relating to the company’s or defect found in the internal control system; or defect found in the internal action that is found to have, or there areis found to have, or action that effect on may have, a substantial suspicions it of the and operative result a financial status company and are: the Nomination and Remuneration Committee as follows: Scope of Duties and Responsibilities of the Nomination and Remuneration Committee Scope of Duties and Responsibilities of the Nomination and Remuneration Nomination and Remuneration Committee (NRC) Nomination and Remuneration Committee Annual Report 2016 44 Corporate GovernanceCommittee(CGC) Enterprise-wide RiskManagementCommittee(ERMC) Directors accordingly. the NominationandRemunerationCommitteeasfollows: Scope ofDutiesandResponsibilitiestheEnterprise-wideRiskManagementCommittee expertise andexperienceingoodcorporategovernance,conformity with internationalpracticesandstandards. the SecuritiesandExchangeAct. member withsufficientexpertiseandexperienceinpersonnelmanagement. stipulated bytheSecuritiesandExchangeAct. Mr.Bundit Sapianchai Mrs. VilaiChattanrassamee Mr. ThammayotSrichuai General KanitSapitaks Mr.Bundit Sapianchai Mr. ThammayotSrichuai General UtisSoonthorn Prof. Dr.SuchatveeSuwansawat The Enterprise-wideRiskManagementCommittee’stermofdirectorshipisthreeyears,andcanbereappointeduponcompletionterm. 6) 5) 4) 3) 2) 1) The BoardofDirectors’ meeting 2/2016,on 9 March2016,approved the Scopeof Authority, duty, rolesandresponsibilitiesof As of31December2016,therewere4membersintheCorporate GovernanceCommittee. The CorporateGovernanceCommittee comprises nolessthan4directors,withatleastoneCommitteemembersufficient The Board of Directors agreed to appoint the Corporate Governance Committee from Directors who are qualified as stipulated by As of31December2016,therewere3membersintheEnterprise-wideRiskManagementCommittee. The Enterprise-wideRiskManagementCommitteecomprisesnolessthan3independentdirectors,withatleastone The BoardofDirectorsagreedtoappointtheEnterprise-wideRiskManagementCommitteefromwhoarequalifiedas To proceedonmissionsasassignedbytheBoardofDirectors. The presidentoftheEnterprise-wideRiskManagementshouldreportresultcommitteemeetingstoBoard To managethecompanytohavesuitableandeffectiveriskmanagement. To supportanddrivecreationofacorporationinanenterpriseriskmanagement. To developanorganizationriskmanagementthisiscontinuouslyeffective. To determinepolicy,strategy,andpurposeoftheenterprise’sorganizationriskmanagement. Name Name Enterprise-wide RiskManagementCommitteeandSecretary Enterprise-wide RiskManagementCommittee Enterprise-wide RiskManagementCommittee Enterprise-wide RiskManagementCommitteeChairman Corporate GovernanceCommittee andSecretary Corporate GovernanceCommittee Corporate GovernanceCommittee Corporate GovernanceCommitteeChairman Position Position

BCPG Public Company Limited

45 Position Executive and Investment Committee Chairman Executive and Investment Committee Executive and Investment Committee Name Executive and Investment Committee (EIC) Executive and Investment Committee To proceed on any duties as assigned by the Board of Directors. To give suggestions concerning a financial structure that will fit the company, in order to respond to the above strategy, then To give suggestions concerning a financial structure that will fit the company, in order to To consider, screen, and follow up with projects and investment opportunities to comply with the company’s strategy, before To consider, screen, and follow up with projects and investment opportunities to comply To follow up and evaluate the performance following an organization strategy; sustainably improve the organization by reviewing To follow up and evaluate the performance following an organization strategy; sustainably To proceed on any duty as assigned by the Board of Directors. To proceed on any duty as assigned by the To revise and improve the Policy of Good Corporate Governance and Anti-Corruption; the Policy of Good Corporate Governance and To revise and improve order to support anti-corruption to a team, as appropriate, in good corporate governance and To introduce policies concerning To revise policies and guidelines on good corporate governance and anti-corruption by comparing with international standards, anti-corruption by comparing with international guidelines on good corporate governance and To revise policies and To govern the operations of the Board of Directors and the management division to comply with the principle of good corporate division to comply with the principle of of the Board of Directors and the management To govern the operations To propose a guideline concerning good corporate governance and anti-corruption to the Board of Directors; concerning good corporate governance and To propose a guideline With Mr. Somchai Kasemlonnapa, Executive Vice President, Corporate Strategy and Business Development, acting as Secretary. With Mr. Somchai Kasemlonnapa, Executive Vice President, Corporate Strategy 4) 3) 2) 1) The Board of Directors’ meeting 2/2016, which took place on 9 March 2016, has approved a Scope of Authority, duty, and The Board of Directors’ meeting 2/2016, which took place on 9 March 2016, has approved The Board of Directors agreed to appoint the Executive and Investment Committee to provide recommendations, follow up, monitor The Board of Directors agreed to appoint the The Corporate Governance Committee’s term of directorship is three years, and can be reappointed upon completion of term. of directorship is three years, The Corporate Governance Committee’s term 6) 4) 5) 3) 2) 1) The Board of Directors’ meeting 2/2016, on 9 March 2016, approved the Scope of Authority, duty, roles and and responsibilities of roles and and responsibilities of Authority, duty, approved the Scope 2/2016, on 9 March 2016, of Directors’ meeting The Board Mr. Chaiwat Kovavisarach Mr. Thammayot Srichuai Mr. Bundit Sapianchai 4.2.5 present to the Board of Directors for approval. presenting, with supporting opinions, to the Board of Directors for approval. the status of the business, limit, diversity, and potential to expand the business, both domestically and internationally, following a purpose the status of the business, limit, diversity, and potential to expand the business, both domestically and policy set by the Board of Directors. responsibility for the Executive and Investment Committee as follows: Scope of Duties and Responsibilities of the Executive and Investment Committee Scope of Duties and Responsibilities of the Executive and Investment Committee s in to the corporate strategy as well as to screen projects and investment opportunitie and evaluate business performance according 3 policy as set by the Board of Directors. As of 31 December 2016, there were Thailand and overseas in line with the Company members in the Executive and Investment Committee. corporate governance works. corporate governance then propose actions to the Board of Directors to improve and bring the company up-to-date; the the Board of Directors to improve and bring then propose actions to governance and anti-corruption; the Corporate Governance Committee as follows: Governance Committee the Corporate Scope of Duties and Responsibilities of the Corporate Governance Committee Governance of the Corporate Duties and Responsibilities Scope of Annual Report 2016 46 (9) (8) (7) (6) (5) (4) (3) (2) (1) Remarks: (10) approved bytheBoardofDirectors,withinalimitTHB100.00million. been approvedbytheBoardofDirectors,withinalimitTHB300.00million. The ExecutiveandInvestmentCommittee’sauthority: Attendance inBoardofDirectorsandSubCommitteeMeetings Mr.PichaiChunhavajira Mr. BunditSapianchai Prof. Dr.SuchatveeSuwansawat Mr. ChaiwatKovavisarach Mr. TeerapongNinvoraskul Mr. ThammayotSrichuai Mrs. VilaiChattanrassamee General UtisSunthorn General KanitSapitaks Admiral SithawatWongsuwan Appointed CompanyDirector,NRCERMCDirectoron25March2016 and appointedERMCChairmanon17October2016,appointedretired Appointed CompanyDirectorandACon25March2016 Appointed ERMCChairmanandCGCDirectoron25March2016appointed ERMCDirectorandEICon17October2016 Appointed ACChairmanandCGCDirectoron25March2016 Appointed ACDirectorandERMCon25March2016 Appointed CompanyDirector,NRCDirectorandChairmanofCGCon25March 2016 Appointed ChairmanofEICon25March2016 Appointed ChairmanofNRCon25March2016 Chairman isnotmemberofanySubCommittee Appointed CGCDirectorandSecretary, ERMC DirectorandEICon25March 2016 from ACDirectoron25March2016 4) 3) 2) 1) To orderandrequestinformationfromtheExecutiveManagementasdeemedappropriate. To considerappointmentsanddetermineremunerationfortheExecutiveInvestmentCommittee. To considerforapprovalprocurements,purchasing,hiring,andinvestmentaprojectwhereitsplanbudgethasnotbeen To considerforapprovalprocurements,purchasing,hiring,andinvestmentaprojectwheretheplanbudgethasalready (10) (5) (4) Name (1) (7) (3) (8) (6) (2) (9) Meetings 11/11 10/11 11/11 10/11 11/11 11/11 BoD 7/11 9/10 9/11 8/9 11/11 11/11 AC 3/4 7/7 Attendance/Numbers ofMeetings ------NRC Sub CommitteeMeetings 5/6 6/6 6/6 ------ERMC 6/6 6/6 6/6 6/6 - - - - - CGC 2/2 2/2 2/2 2/2 ------10/10 10/10 EIC 4/4 ------

BCPG Public Company Limited

47 (2) 18,750 15,000 18,750 15,000 18,750 15,000 18,750 15,000 18,750 15,000 37,500 33,750 30,000 1 Oct-31 Dec 16 (1) Meeting Allowance (THB/ Person / Time) (THB/ Person 15,625 12,500 15,625 12,500 15,625 12,500 15,625 12,500 15,625 12,500 31,250 28,125 25,000 (Only for attending director) (Only for 1 Jan-30 Sept 16 (2) ------12,500 10,000 37,500 33,750 30,000 and The Extraordinary Meeting of Shareholders No. 1/2016, and The Extraordinary Meeting of Shareholders (1) 1 Oct-31 Dec 16 (1) (THB/Month) ------Monthly Remuneration 12,500 10,000 31,250 28,125 25,000 1 Jan-30 Sept 16 Position , has determined remuneration for the Board of Directors and the Sub Committees as follows: , has determined remuneration for the Board (2) The Board of Directors produces a report on individual remuneration and executive remuneration, including disclosures of remuneration, including disclosures of remuneration and executive a report on individual produces of Directors The Board A director that has been assigned more duties and responsibilities (i.e. as a director in a sub-committee) will receive additional (i.e. as a director in a sub-committee) assigned more duties and responsibilities A director that has been The Board of Directors receives a remuneration approved by the shareholders’ meeting. Such remuneration is determined to is determined to Such remuneration by the shareholders’ meeting. approved a remuneration of Directors receives The Board 3) 2) 1) In determining remuneration, the company considers appropriateness related to burden, duty, and responsibility assigned, and also related to burden, duty, and responsibility the company considers appropriateness In determining remuneration, The Annual General Meeting of Shareholders 2016 on March 24, 2016 The Annual General Meeting of Shareholders Executive and Investment Committee Chairman Director Enterprise-wide Risk Management Committee Chairman Director Corporate Governance Committee Chairman Director Nomination and Remuneration Committee Chairman Director Audit Committee Chairman Director Board of Directors Chairman Vice Chairman Director remuneration that directors and/or executives received should they be appointed to operate in a subsidiary. This should be shown in the be appointed to operate in a subsidiary. This and/or executives received should they remuneration that directors governance. following the policy concerning good corporate company annual report, remuneration in relation with the level of responsibility assigned. remuneration in relation meet the same standard within the industry, and is related to the performance of the company and each director. the company and each of to the performance industry, and is related standard within the meet the same Remuneration on 8 August 2016 Remark: or sub-committees, received the remuneration after Employees of Bangchak Petroleum Public Company Limited who were appointed to be representative directors the company was listed location, according to listed companies within the same industry and size. Such remuneration must be able to persuade directors to work location, according to listed companies within build and directions set by the company through a transparent procedure in order to effectively and perform to support the purpose Remuneration Determination Policy Remuneration Determination 1. Monthly remuneration and meeting allowance 1. Monthly remuneration and meeting confidence among shareholders. Annual Report 2016 48 31December2016)areasfollows Details ofBoardDirectorsandSubCommitteeRemunerationfor 2016(1January - 3. OtherExpenses credited backtoBCP. no more than 12 months’ meeting allowances. In the case the bonus amountis valued over 12 months, the extraamountistobe directors respectively terms ofservice.TheChairmanandtheViceChairmenaretoreceivebonuspaymentatrate25%12.5%higherthan of 0.75%thenetprofit,butnotoverTHB3,000,000peronedirector.Theratebonuspaymentwastobecalculatedusing 2. Bonus Mr. PichaiChunhavajira Mr. TeerapongNinvoraskul Mr. ThammayotSrichuai Mrs. VilaiChattanrassamee General UtisSunthorn Admiral SithawatWongsuwan Total Mr. BunditSapianchai Prof. Dr.SuchatveeSuwansawat General KanitSapitaks Mr. ChaiwatKovavisarach • • • The representativedirectorsfromBangchakPetroleumPublicCompanyLimitedareentitledtoreceivebonuspaymentattherateof The ExtraordinaryShareholdersMeeting1/2016on8August2016approvedannualbonusesforthecompanydirectorsatrate Company carprovidedforChairmanoncompany’sbusinesses. Director LiabilityInsurancewithalimitofTHB250.00million Fleet cardforeachDirector’sbusinessuse,butnotexceeding400literspermonthperson; Name Directors Board of 4,973,750 737,500 530,000 580,000 605,000 580,000 608,750 180,000 500,000 450,000 202,500 185,000 331,250 265,000 848,750 67,500 AC ------Remuneration (THB) 103,125 253,125 67,500 82,500 NRC ------313,125 ERMC 95,625 82,500 45,000 90,000 ------104,375 27,500 27,500 34,375 15,000 CGC ------228,750 60,000 75,000 93,750 EIC ------6,721,875 927,500 737,500 763,125 963,750 566,875 725,000 715,000 711,875 315,000 296,250 Total

BCPG Public Company Limited

49 Position President and Acting Senior Executive Vice President, Finance and Executive Vice President, Finance and President and Acting Senior Accounting Senior Executive Vice President, Operation and Senior Executive Vice President, Corporate Administration and Company Secretary Information Technology, and Company Secretary and Business Executive Vice President, Corporate Strategy Development Executive Vice President, Finance and Accounting Executive Vice President, Operation Serving as Country Manager, BCPG Japan Corporation Name Manage and perform day-to-day business activities of the company in line with the policy, planning, goals, rules and regulations Manage and perform day-to-day business activities Manage and perform business activities according to the resolutions of the Board of Directors within the approved budget with Manage and perform business activities according Report on business development and of the activities according to the Board of Directors’ resolution in every meeting. Report on business development and of the by the Board. Operate the business of the company on the basis on good Corporate Governance as specify of the same nature, nor participate in a competing activities, whether or not in Not perform or involve in any business activities Prior to resuming a position in other companies, or other position in the other business unit, the president requires a Board of Prior to resuming a position in other companies, or other position in the other business The executive management including the first 4 executives below the ranking of the president, including every officer who resumes every officer who including president, of the the ranking below 4 executives first including the The executive management Executive Management and Personnel and Personnel Executive Management The Board of Directors has set the roles, duties, and responsibilities of the executive management as follows : and responsibilities of the The Board of Directors has set the roles, duties, 1) 2) 3) 4) 5) 6) 7) Mr.Bundit Sapianchai Mr. Watcharapong Saisuk Ms. Revadee Pornpatkul Mr. Somchai Kasemlonnapa Ms. Sattaya Mahattanaphanij Mr. Pavan Siamchai Scope of Duties and Responsibilities of the Executive Management Scope of Duties and Responsibilities specified by the Board. Executive Management strictness, honesty for the greatest benefits and best interests of the company and the shareholders. and best interests of the company strictness, honesty for the greatest benefits self or other interests. Exemptions is made in the case the superior officer and the internal audit office are notified and approvals were self or other interests. Exemptions is made in the case the superior officer and the internal granted. Directors’ consent. An officer with ranking from vice president upward needs an approval from the president of the same case, except Directors’ consent. An officer with ranking from vice president upward needs an approval a Board of Directors’ consent. for taking a position in a joint-venture company, the action which will require reported to the company, in the following cases: the fourth executive ranking in equivalence and officers with vice president ranking in the accounting and finance management department management finance the accounting and ranking in vice president with and officers equivalence in fourth executive ranking the financial statements and at least 3 days after are prohibited from trading securities at least 1 month before a date of disclosure of the of the company and the subsidiaries for the disclosure date. These officers are required to declare the changes in holdings of securities changes in such security holdings need to be their own, for their spouses and children who are minor in every board meeting. And Annual Report 2016 50 sustain thegrowthoforganization; company’s turnover; a turnovergoal;toreporttheBoardofDirectors quarterly,andalsotofindanopportunityimproveenhancethe company’s policy,tobenefitthecompany,andpreservegoodregulation withintheorganization; prescribed inatableillustratingexpenditureapprovingauthority,which has beenapprovedbytheBoardofDirectors’meeting; plans ofthecompanyasagreedandapprovedbyboarddirector and/orshareholders’meeting; with purposesandregulationsofthecompany,includingresolutions BoardofDirectorsand/orshareholders’meeting; meeting; following businessplans,budgets,andstrategiesasagreedapprovedbytheBoardofDirectorsand/orshareholder s’ shareholders’ meeting; following policies,visions,purposes,strategies, business plans,andbudgetsasagreedapprovedbytheBoardofDirectorsand/or president asfollows: Scope ofDutiesandResponsibilitiesthePresident ified byprescribedcriteria. organization. Thus,employees,fromSeniorDirectorupwards,canregistertobenominatedasaPresidentandDeputyPresident,ifqual - of responsibilities among the chief executive, to build understanding, experience, and readiness for theoverallmanagement of the Executive tomanagetraininganddevelopmentofknowledgeunderstandingthechiefexecutive,alsoincludesarotation following anominationcriteriaandmethodasspecifiedbythecompany. prepared asuccessionplaninwhichqualifiedpersonwillbenominatedbytheNominationandRemunerationCommitteeorExecutive, due toanyothercause,andalsoreducetherisksoreffectsresultingfromalackofcontinuityinmanagement,companyhas President ortheDeputynotbecapableofoperatinguntilendtheirtermoffice,duetopositionbeingempty qualified andsuitableaccordingtothecurrentstatusofcompany.Inorderprepareinsidepersonnelactinapositionshould Executive Nomination lead toeffectivenessinorganizationmanagement or IODequivalentDirectorCertificationProgram,toenhancetheunderstandingofrolesanddutiescompany’sdirectors.Thiswill knowledge andworkingskills.Inaddition,theexecutiveswithseniorexecutivevicepresidentareencouragedtoparticipateinIOD’s 9. 8. 7. 6. 5. 4. 3. 2. 1. The BoardofDirectors’meeting3/2015on14October2015approvedascopeconcerningauthority,duty,andresponsibilitythe Apart fromthis,inordertomaximize benefit innominating a PresidentandDeputyPresident,theBoardofDirectorsassigns In nominatingaPresidentandSeniorExecutiveVicePresidents,eitheroutsiderorinsidercanbenominatedtoinpositionif 8) - - To developtheorganizationfora good resultofoperationandturnover,alsotohaveacontinuity indevelopmentorderto To followup,investigate,andcontroloperationofthecompany,its subsidiaries,and/orassociatedcompanies,inordertoreach To directregulations,terms,notifications,andinternalmemosto support thecompany’soperation,inordertocomplywith To negotiate and enter into contracts and/or any transactions within the company’s business nature, and within a limitation To governmanagementoffinancial,marketing,humanresource,andotheroveralloperationstocomplywithpoliciesbusiness To corporatewiththeAuditCommitteetoensurethatbusinessoperationsandriskmanagementofcompanyisinaccordance To administrateandmanagethecompany’sbusinessaccordingtovisionsmissionsspecifiedbyBoardofDirectors, To govern,administrate,manage,andoperateadailymission,accordingtothenatureofbusiness,benefitcompany To determinepolicies,visions,purposes,strategies,businessplans,andbudgetswiththeBoardofDirectors; Holding shareorbondsecuritiesofthecompanyandsubsidiaries. Having conflictsofinterestswhetherdirectorindirectinthecontractscompanyenteredintoduringaccountingyear. Responsible forattendingcompany-sponsoredtrainingofbusinessoperationanddaytoadministration,inorderenhance

BCPG Public Company Limited

51 Prepare and maintain key documents, including the Board roster, meeting notices, minutes of Board meetings and shareholders’ Prepare and maintain key documents, including the Board roster, meeting notices, minutes Maintain reports on related transactions as reported by Directors or executives to Chairman of the Board and Audit Prepare reports on related transactions of Directors or executives or involved individuals Schedule Board meetings and shareholders’ meetings in accordance with the law and company regulations as well as ensure that ensure as well as regulations company and law the with accordance in meetings shareholders’ and meetings Board Schedule Perform other lawful tasks as stipulated by the Capital Market Supervisory Board and as assigned by the Company’s and as assigned by the Company’s Perform other lawful tasks as stipulated by the Capital Market Supervisory Board Advise and support the performance of directors and the management under the law and relevant regulations. Advise and support the performance of directors and the management under the law and Act as center of information among Board of Directors, executive management and shareholders. in accordance with regulations set Ensure disclosure of information and information technology report, as their own responsibility,

that are necessary to the company’s operations; 15.To appoint advisors a person or group of people to act in the name of the president, within a Scope of 16.To grant a sub authorization and/or to assign 14. To comply with the terms of the SEC and the SET, concerning relating transactions and acquisitions and disposals of assets, relating transactions and acquisitions and terms of the SEC and the SET, concerning 14. To comply with the remuneration which consists of salary and bonus, and (2) executive remuneration Executive remuneration consists of (1) monetary 13.To consider approval of operations that are within the normal scope of the business, including operations to support the business, the to support operations the business, including scope of the normal within that are of operations 13.To consider approval of Directors. 17.To perform tasks as assigned by the Board contracts in specified those above and over business, company’s the for expenditure any approve to authority the has President The Scope of Duties and Responsibilities of the Company Secretary 1. 12. In order to relocate employees in an Executive Vice President level, except assigning, appointing, removing, directing, promoting, assigning, appointing, removing, directing, except level, Vice President Executive an employees in relocate order to 12. In 11. Assigning, appointing, removing, determining, promoting, demoting, reducing salary or fee, relocating, expiring, and etc., for all expiring, and etc., salary or fee, relocating, demoting, reducing determining, promoting, appointing, removing, 11. Assigning, 10. To continue to pursue new investment opportunities in interesting projects by having a complete and suitable investigation of and suitable investigation by having a complete in interesting projects opportunities to pursue new investment 10. To continue 2. 3. 4. 5. 6. 7. 8. Authority prescribed in the company’s power of attorney and/or regulations, rules, or resolutions of the Board of Directors, and not to not Directors, and Board of of the resolutions and/or regulations, rules, or attorney power of company’s in the prescribed Authority in any forms with the company or subsidiary. If there appears to be a conflict of interest, cause any conflict of interest or other conflict Board of Directors and/or shareholders’ meeting (as the case may be) for consideration and such transaction should be presented to the and also a table concerning expenditure approving authority as approved by the Board of Directors’ meeting; the Board of Directors’ by expenditure approving authority as approved and also a table concerning which are annual check-up allowances, vaccination allowances, medical allowances, in other forms (including the Company’s employees), THB 2016, executive remuneration in forms of salary, bonus, and provident fund was provident fund, and insurance premiums. In Remuneration for the executive management Remuneration for have normal commercial conditions, and not exceeding a budget limit approved by the Board of Directors; by the Board approved conditions, and not exceeding a budget limit have normal commercial a procurement transaction not exceeding THB 50.00 million. or determine and approve or obligations, and is also authorized to proceed Company Secretary demoting, reducing salary or fee, expiring, and others, should be approved by the Board of Directors. or fee, expiring, and others, should be approved demoting, reducing salary to be a general transaction of the company having the same criteria as an arm’s length approval, unless such transaction is considered transaction; 18.33 million. employees, unless the employee is a deputy president or upwards, in which case actions should be approved by the Board of Directors. in which case actions should be approved employee is a deputy president or upwards, employees, unless the technologies and financials to support a decision; and financials to support technologies meetings, annual reports, and reports of vested interests Committee Chairman within 7 days after the Company is notified of such transaction. Committee Chairman within 7 days after the Company is notified of such actions are undertaken according to meeting resolutions. Board of Directors. by authorities. Annual Report 2016 52

Other directorshipposition/otherpositionsatpresent

Experience Training /Experience

Education Age 57 Ms. RevadeePornpatkul Her profileisasfollows: Senior ExecutiveVicePresident,CorporateAdministrationandInformationTechnology,asCompanySecretary,effectiveon21June2016. • • • • Others • • • • • • • Senior ExecutiveVicePresident,CorporateAdministrationandInformation Technology Shareholding inthe Company:850shares(Asof 31December2016) ------Non-listed companies - Other listedcompanies - - - - - The BangchakPetroleumPublicCompanyLimited - BCPG PublicCompanyLimited Director AccreditationProgram(DAP99/2012)ThaiInstituteofDirectors (IOD) Bachelor Degree,Science,ChulalongkornUniversity Bachelor Degree,Laws,SukhothaiThammathiratUniversity Bachelor Degree,Accounting,RamkhamhaengUniversity Master Degree,BusinessAdministration,ThammasatUniversity Under theSecuritiesandExchangelaw(Articles89/1589/16),BoardMeetingNo.4/2016appointedMs.RevadeePornpatkul, Director, BangchakSolarEnergy(Nakorn Ratchasima)CompanyLimited Director, BangchakSolarEnergy(Burirum 1)CompanyLimited Director, BangchakSolarEnergy(Burirum) CompanyLimited Director, BangchakSolarEnergy(Chaiyaphum 1)CompanyLimited Director, BangchakSolarEnergy(Prachinburi)CompanyLimited Director, BangchakSolarEnergyCompanyLimited Director, BSEEnergyHoldingsPte.Ltd. Senior VicePresident,AssociatedBusiness,TheBangchakPetroleum PublicCompanyLimited 2013 –2015 2004 -2007 2007 -2013 2013 -2015 2016 -Present 2015 -Present ManagingDirector,BangchakSolarEnergy(NakornRatchasima) Company Limited ManagingDirector,BangchakSolarEnergy(Burirum1)CompanyLimited ManagingDirector,BangchakSolarEnergy(Burirum)CompanyLimited ManagingDirector,BangchakSolarEnergy(Chaiyaphum1)CompanyLimited ManagingDirector,BangchakSolarEnergy(Prachinburi)CompanyLimited : ManagingDirector,BangchakSolarEnergyCompanyLimited : SeniorManager,AccountingandActingVicePresident,AccostingTax : VicePresident,AccountingandTax : VicePresident,AssociatedBusiness : SeniorVicePresident,AssociatedBusiness : SeniorExecutiveVicePresident,CorporateAdministrationandInformationTechnology BCPG Public Company Limited

53 4 8 8 5 15 27 23 90 Number of personnel Function/Subsidiary The Company has a policy to regularly provide opportunities in learning and development to employees at all levels, with an aim to The Company has a policy to regularly provide opportunities in learning and development Since the formation of the Company on 17 July 2015, there has been no major labor dispute. Since the formation of the Company on 17 In 2016, employees’ remuneration was THB 37.38 million in forms of salary, disciplinary bonus, provident fund contribution, and In 2016, employees’ remuneration was THB The employees are entitled to remuneration in forms of salary, overtime payment, disciplinary bonus. The employees are also The employees are entitled to remuneration The Company’s policy is to provide appropriate remuneration for the employees, in line with business performance, in short term The Company’s policy is to provide appropriate As of 31 December 2016, the Company had a total headcount of 90 (excluding executives) as follows: of 90 (excluding had a total headcount 2016, the Company As of 31 December President Finance and Accounting Business Development Corporate Strategy and Operations and Information Technology Corporate Administration Bangchak Solar Energy Company Limited BCPG Japan Corporation Total Personnel enhance knowledge, skills, proficiencies, and effectiveness. Employees are also encouraged to develop themselves through on-the-job enhance knowledge, skills, proficiencies, and effectiveness. Employees are also encouraged their and other learning opportunities as appropriate to enhance training, seminars and external internal as well as to attend training, competency, knowledge, etc. Personnel Development Personnel Labor Dispute special rewards. ting Petroleum Public Company Limited Provident Fund” (in BCPG’s portion), by contribu eligible to apply for membership of “Bangchak rate to the fund. contribution of a similar 5 % or 10% of their salary, with the company’s as performance bonus, and in long term as provident fund, which helps provide financial strength as a welfare to the employees. as performance bonus, and in long term as Remuneration for the Employees Remuneration for Board of Directors

1. Mr. Pichai Chunhavajira Chairman of the Board of Directors 2. Admiral Sithawat Wongsuwan Vice Chairman / Independent Director / Chairman of Nomination and 2 5 10 Remuneration Committee 8 6 3. Mr. Chaiwat Kovavisarach Vice Chairman / Chairman of Executive and Investment Committee 4. General Kanit Sapitaks Independent Director / Chairman of Corporate Governance Committee / Nomination and Remuneration Committee 5. General Utis Sunthorn Independent Director / Audit Committee / Enterprise-wide Risk Management Committee 6. Mrs. Vilai Chattanrassamee Independent Director / Chairman of Audit Committee/ Corporate Governance Committee 7. Mr. Thammayot Srichuai Director / Enterprise-wide Risk Management Committee / 3 7 Corporate Governance Committee / 4 1 9 Executive and Investment Committee 8. Mr. Teerapong Ninvoraskul Independent Director / Audit Committee 9. Prof. Dr. Suchatvee Suwansawat Independent Director / Nomination and Remuneration Committee/ Chairman of Enterprise-wide Risk Management Committee 10. Mr. Bundit Sapianchai Director / President / Executive and Investment Committee / Enterprise-wide Risk Management Committee / Corporate Governance Committee / Secretary to the Board of Directors Annual Report 2016 56

Experience

Education /Training Age 68 1. Mr.PichaiChunhavajira ------• • • • • • • • • • Chairman andAuthorizedSigningDirector(DateofAppointment:17July 2015) 2001 -2007 2003 -2008 1996 -2009 2000 -2009 2005 –2009 2007 -2009 2008 -2009 1998 -2011 2000 -2011 2005 -2011 2009 -2011 2008 -2012 2010 -2012 2001 -2013 Senior ExecutivesProgram,CapitalMarketAcademy(Class5) Director CertificationProgram(DCP143/2011)ThaiInstituteofDirectors (IOD) Director AccreditationProgram(DAP49/2006)ThaiInstituteofDirectors (IOD) Certified Auditor National DefenceCourse,PublicandPrivateJointProgram(Class13),CollegeofThailand Honorary Ph.D.(Accounting),SripatumUniversity Honorary Ph.D.(FinancialManagement),MahasarakamUniversity Honorary Ph.D.(Accounting),ThammasatUniversity Bachelor Degree,Accounting,ThammasatUniversity Master Degree,BusinessAdministration,IndianaUniversityofPennsylvania, USA : SeniorExecutiveVicePresident, FinanceandAccounting,PTTPublicCompanyLimited : DirectorandMemberofAuditCommittee, TheSiamCommercialBankPublicCompanyLimited : Director,DhipayaInsurancePublicCompanyLimited : Chairman,ThaiPetroleumPipelineCompanyLimited : Director,PTTChemicalPublicCompanyLimited : Director,PTTAromaticandRefinery(Thailand)PublicCompanyLimited : ChiefFinancialOfficer,PTTPublicCompanyLimited : Director,TheBangchakPetroleumPublicCompanyLimited : Director,ThaioilPowerCompanyLimited : Director,ThaiAirwayInternationalPublicCompanyLimited : Director,IRPCPublicCompanyLimited : Director,PTTPublicCompanyLimited : Chairman,ThaioilEthanolCompanyLimited : Chairman,ThaioilPublicCompanyLimited : Director,PTTExplorationandProductionPublicCompanyLimited Board ofDirectors BCPG Public Company Limited 57 : Director, Provincial Electricity Authority, Ministry of Interior : Director, Provincial Electricity Authority, Ministry : Chairman of the Board, National Housing Authority : Special Advisor, Royal Thai Army : Deputy Commander, Royal Thai Fleet Department, Royal Thai Army : Deputy Commander, Royal Thai Fleet Department, : Chief of Workshop Department, Sattahip Naval Base, Royal Thai Army Master Degree, Engineering, Asian Institute of Technology (AIT] Master Degree, Business Administration, Thammasat University Bachelor Degree, Engineering (Honor), King Mongkut’s Institute of Technology Ladkrabang Bachelor Degree, Science (Marine Engineering), Royal Thai Naval Academy Bachelor Degree, Science (Marine Engineering), (Class 43), Royal Thai Navy Naval Command and Staff College Program Thai Navy Naval War College Program (Class 26), Royal of MTU Engine, Germany Training Program on Maintenance and Overhaul Course, UK Training Program on Gas Turbine Engine Repairing (IOD) Institute of Directors Director Certification Program (DCP 2009), Thai 2009 Other listed companies Other listed companies Petroleum Public Company Limited - Chairman, The Bangchak Non-listed companies of Thailand - Member of Board, Bank Association - President, Thailand Boxing 2007 2002 1998 Other listed companies - None - Non-listed companies - Member of National Legislative Assembly - Manager, Sattahip Electric Welfare Vice Chairman and Authorized Signing Director (Date of Appointment : 17 July 2015) Chairman of the Executive and Investment Committee • • • Vice Chairman, Authorized Signing Director (Date of Appointment: 1 December 2015) of Appointment: 1 December Vice Chairman, Authorized Signing Director (Date Committee Chairman of the Nomination and Remuneration • • • • • • - • • - - - • • Age 50 Education / Training

3. Mr. Chaiwat Kovavisarach 2. Admiral Sithawat Wongsuwan 2. Admiral Sithawat Age 70 Education / Training Experience

Other directorship position / Other positions at present Other positions at position / Other directorship

Other directorship positions / Other positions at present

Annual Report 2016 58

Other directorshipposition/positionsatpresent

Experience Experience

Education /Training Age 64 4. GeneralKanitSapitaks • • - - - • • - • - • - • • • • • • • Chairman oftheCorporateGovernanceCommittee,NominationandRemuneration Committee Independent DirectorandAuthorizedSigning(DateofAppointment:25March2016) • - Director,PrachabodeeSocialEnterpriseFoundation - VicePresident,AITAlumniAssociation(Thailand) - Director,SuankularbWittayalaiAlumnusAssociationUndertheRoyal PatronageofH.M.theKing - DirectorandMemberofInvestmentCommittee,GovernmentPensionFund - Director,NidoPetroleumLimited - Chairman,BangchakRetailCompanyLimited Non-listed companies - Director,AsiaInsurance1950PublicCompanyLimited - ChiefExecutiveOfficerandPresident,theBangchakPetroleumPublicCompanyLimited Other listedcompanies 1987 -1993 1993 -1996 2000 -2001 2008 2010 1996 -2002 2011 2002 -2006 Director AccreditationProgram(DAP2016)ThaiInstituteof (IOD) 2007 –2014 Regular Course(Class63),CommandandGeneralStaffCollege National DefenceCourse(NDC58),CollegeofThailand National DefenceCourse(NDC49),CollegeofThailand Role oftheNominationandGovernanceCommittee(RNG4/2013)ThaiInstituteDirectors(IOD) Armed ForcesAcademiesPreparatorySchool,Class13 Director CertificationProgram(DCP168/2013)ThaiInstituteofDirectors (IOD) Chulachomklao RoyalMilitaryAcademy,Class24 Investment Banking,KelloggBusinessSchool,NorthwesternUniversity : 1stArmyArea Commander : SpecialAdvisor,RoyalThaiArmy : Judge,MilitarySupremeCourt : RoyalGuardofSpecialAssignments : ChairmanoftheAdvisoryBoard,MinistryDefence : Engineer,TheSiamCementPublicCompanyLimited : InvestmentBanker,AssetPlusFundManagementCompanyLimited : Director,InvestmentBankingClub,AssociationofThaiSecuritiesCompanies : Director,SGSecurities(Singapore)PTE.LTD. : ManagingDirector,TURNAROUNDCompanyLimited : Advisor,AvantgardeCapitalCompanyLimited BCPG Public Company Limited

59 Infantry Regiment, the King’s Guard st : Chief of Working Team to Drive the Policy and Execution of the Commanding Officers’ Directives in the and Execution of the Commanding Officers’ Directives in the : Chief of Working Team to Drive the Policy Provinces of Thailand. Resolutions of the Problems in the Southern : Special Savant, Royal Thai Army : 1st Corps Commander : Commander, Special Task Forces, Narathiwas Province : 1st Army Area Deputy Commander : Special Officer, 21st Infantry Regiment, The King’s Guard : Judge, The Military Court of Appeals : Division Commanding General, 9th Infantry Division : Judge, The Military Court, The Military Court of Appeals : Commanding General, Surasri Command : Commanding General, 11th Military Circle : Commanding General, Petchburi Province Military District : Special Officer, 1st Infantry Regiment King’s Own Bodyguards : Deputy Chief of Staff, Surasri Command : Commanding General, Kanchanaburi Province Military District : Division Deputy Chief of Staff 1

Institute of Advances Army Academics Defence College of Thailand National Defence Course (NDC 50) National (IOD) Institute of Directors Director Accreditation Program (DAP 2016) Thai 2014 - 2012 2011 - 2012 2010 - 2011 2009 2008 2006 2001 - 2002 Master Degree, Management in Social Development, National Institute of Development Administration Master Degree, Management in Social Development, 25 Chulachomklao Royal Military Academy, Class Class 14 Armed Forces Academies Preparatory School, General Staff Officer Course (CGSOC), Class 65, Command and General Staff College, Army Chief of Staff Course, Command and Other listed companies Other listed companies - None - Non-listed companies

• • ------Independent Director and Authorized Signing Director (Date of Appointment: 1December 2558), Independent Director and Authorized Signing Audit Committee, Enterprise-wide Risk Committee • • • • • • Radio of Thailand Limited - Chairman, Aeronautical Legislative Assembly - Member of National of Thailand Under the Royal Patronage - Director, Royal Turf Club Experience

Age 61 Education / Training

5. General Utis Sunthorn

Other directorship position / Other positions at preset Other directorship Annual Report 2016 60

Experience

Education /Training Age 63 6. Mrs.VilaiChattanrassamee Other directorshipposition/positionsatpresent ------• • • • • • Chairman oftheAuditCommittee,CorporateGovernanceCommittee Independent DirectorandAuthorizedSigning(DateofAppointment1December2015) • 1983 -1984 1992 1993 1995 Vice Chairmanof AccountingProfessionsCommittee inAccountingSystem Audit Committee,AsianSeafood Cold StoragePublicCompanyLimited Financial andAccountingConsultant, WestcoastEngineeringCompanyLimited Financial andAccountingConsultant, PrachuapPortCompanyLimited Director andExecutiveCommittee,ThaiColdRolledSteelSheetPublic CompanyLimited Senior Auditor,SGVNaThalangCompanyLimited Finance Manager,SwedenMotorsCompanyLimited Controller, TMXWatchCompanyLimited Finance andAdministrationManager,DigitalEquipmentCo.,Ltd. Executive VicePresident,FinanceandAccounting,NationPublishing GroupPublicCompanyLimited Executive VicePresident,FinanceandAccounting,SiamIntegrated ColdRolledSteelPublicCompanyLimited Chief FinancialOfficer,GMMGrammyEntertainmentPublicCompany Limited Executive VicePresident,FinanceandAccounting,SahaviriyaSteelIndustriesPublicCompanyLimited Director CertificationProgram(DCP13/2011),ThaiInstituteofDirectors Director CertificationProgram(DCPRefresher2/2006),ThaiInstitute ofDirectors Certified Auditor Bachelor Degree,Accounting,ChulalongkornUniversity - ViceChairmanofNaturalResourcesandEnvironmentSubCommitteeintheBoard - NaturalResourcesandEnvironmentCommissioner,NationalLegislative Assembly - SecretaryandEnergyCommissioner,NationalLegislativeAssembly - MemberofNationalLegislativeAssembly Non listedcompanies Master Degree,Accounting,ThammasatUniversity Commissioner,NationalLegislativeAssembly - None Other listedcompanies : RifleCompanyCommander,2ndInfantryBattalion,special102,BurapaCommand : InfantryBattalionCommander,2ndBattalion,1stRegimentKing’sOwnBodyguards : ChiefofPlanandOperationsDepartment,InternalSecurityOperationCommand : RegimentChiefofStaff,1stInfantryKing’sOwnBodyguards : RegimentExecutiveOfficer,1stInfantryKing’sOwnBodyguards

BCPG Public Company Limited

61 : Director-General, Department of Alternative Energy Development and Efficiency : Deputy Director, Department of Alternative Energy Development and Efficiency : Director, Bureau of Energy Regulation and Conservation : Energy Regulation and Conservation Group 2, Bureau of Energy Regulation and Conservation : Section Vice President (Engineering 8) Bureau of Energy Regulation and Conservation : Engineer, Bureau of Energy Regulation and Conservation the Patronage of H.M. the King the Patronage of H.M. Other listed companies Restaurant Group Public Company Limited - Audit Committee, MK Non-listed companies - Director, Horton International Co., Ltd. Company Limited - Audit Committee, Saha Thai Steel Pipe Public Limited - Audit Committee, Saha Thai Terminal Company of Technology Ladkrabang - Audit Committee, King Mongkut’s Institute Waterworks Authority Committee of Metropolitan - Accounting and Financial Specialist of Audit Professions Under the Patronage of H.M. the King - Honorary Secretary, Federation of Accounting Bachelor Degree, Engineering, Rajamangala University of Technology Bachelor Degree, Engineering, Rajamangala College of Thailand National Defence Course (NDC 52), Nation Defence Commission Senior Executives (Class 56), Civil Servant Development Institute, Office of the Civil Service Command and General Program (Class 47) National Defense Studies Institute Power Curriculum Program for Executives (Class 1), Ministry of Energy Director Certification Program (DCP 2016) Thai Institute of Directors 2014 – 2016 2007 – 2014 2005 – 2007 2003 – 2002 2000 – 2003 1999 Other listed companies - Director, Thaioil Public Company Limited Nin-listed companies - Deputy Permanent Secretary, Ministry of Energy Treasurer, Federation of Accounting Professions Under the Patronage of H.M. the King Accounting Professions Under the Patronage Treasurer, Federation of Accounting Accounting Professions Committee in Managerial Director of Federation of H.M. the King Accounting Professions Under the Patronage Standard Screening, Federation of Sub - Committee of Accounting Professions Under Committee, Federation of Accounting Accounting Committee and Accounting System Lecturer of Managerial Mr. Thammayot Srichuai • • Director and Authorized Signing Director (Date of Appointment 1 December 2015) of Appointment 1 December Director and Authorized Signing Director (Date Executive and Investment Committee Corporate Governance Committee, Enterprise-wide Risk Management Committee, • • • • • • ------• • - - - - Other directorship position / Other positions at present Other directorship

7. Age 58 Education / Training Experience Other directorship position / Other positions at present

Annual Report 2016 62

Other directorshipposition,otherpositionsatpresent

Experience

Education /Training Age 44 9. Professor Dr.SuchatveeSuwansawat Education /Training Age 47 8. Mr.Teerapong Ninvoraskul • • • • • • • • • - • - • - • • • • • Chairman oftheEnterprise-wideRiskManagementCommittee,Nomination andRemunerationCommittee Independent DirectorandAuthorizedSigning(DateofAppointment:1December2015) • Audit Committee Independent Director(DateofAppointment:4February2016)

Certificate, StrategyforRealEstate BusinessManagement,Chulalongkorn University(RE-CU43) Certificate, DevelopmentofUniversity SeniorExecutive(Class10) - Director,GPFPropertyManagementCompanyLimited - InvestmentManagementDirector,TescoLotusRetailGrowthFreeholdandLeaseholdPropertyFund - Director,ThaiProperityAdvisoryCompanyLimited Assistant toHonorarySecretaryPrivateMarketInvestmentManagement, GovernmentPensionFund Certificate, ExecutiveManagement Program,CapitalMarketAcademy (Class13) Certificate, Industrial Business Development and Investment Program for Top Executives, Institute of Business and Industry Non listedcompanies (Class 1) Certificate, BhumipalungPhandinProgramforSeniorExecutive,Chulalongkorn University(Class3) - Director,RoyalPorcelainPublicCompanyLimited Other listedcompanies Certificate, SeniorManagementinEnergyScience,Academy Institute(Class5) 2011 -2012 Certificate, BudgetManagementforSeniorExecutives,Bureauof Budget (Class1) 2010 -2013 Bachelor Degree,Engineering,KingMongkut’sInstituteofTechnology Ladkrabang 2010 -2014 Master Degree,Engineering(CivilandEnvironment)TheUniversity ofWinconsin-Madison,USA Director AccreditationProgram(DAP2016)ThaiInstituteofDirectors Master Degree,PolicyandTechnology,MassachusettsInstituteof Technology(MIT),USA Bachelor Degree,Engineering(Industrial)ChulalongkornUniversity Ph.D. Engineering(CivilandEnvironment)MassachusettsInstituteofTechnology(MIT),USA Master Degree,Management(Finance),NorthwesternUniversity,USA : Director,PhatraAssetMangementCompanyLimited : Director,SahaThaiSteelPipePublicCompanyLimited : SeniorDirector,OptionalInvestmentDepartmentHead,GovernmentPensionFund

BCPG Public Company Limited 63 : President, the Engineering Institute of Thailand Under H.M. the King’s Patronage : President, the Engineering Institute of Thailand Board of Investment : Committee of the Investment Policy, Thailand Institute of Technology Ladkrabang : Dean, the Faculty of Engineering, King Mongkut’s : Chairman of the Board, National Housing Authority Monitoring Board, Airport Rail Link : Director and Chairman of the Rail Transport Factory, Excise Department, Ministry of Finance : Director and Audit Committee, Cardplaying State Railway of Thailand (2 terms) : Committee and Spokesman of the Committee, Certificate, New Democratic Leadership, King Prajadhipok’s Institute (Class 1) Leadership, King Prajadhipok’s Institute Certificate, New Democratic Network Institute of Thailand (Class 9) for Higher Education Development, Knowledge Certificate, Governance Public Organizations (Class 3) of State Enterprises and for Directors and Top Executives Certificate, Corporate Governance Office of the Higher Education Commission of Thai Higher Education to the 21st Century, Certificate, Development Institute of Thailand for Faculty Development, Knowledge Network Certificate, Governance of Directors (IOD) Program (DCP 105) Thai Institute Certificate, Director Certification Company Association Program (EDP 11) Thai Listed Certificate, Executive Development (IOD) Program (ACP) Thai Institute of Directors Certificate, Audit Committee Directors (IOD) of (MFM) Thai Institute Certificate, Monitoring Fraud Risk Management (IOD) Directors (FSD) Thai Institute of Certificate, Financial Statement for Directors of Directors (IOD) (MIA) Thai Institute Certificate, Monitoring the Internal Audit Function Institute of Directors (IOD) of Strategy (SFE) Thai Certificate, Successful Formulation & Execution of Technology Ladkrabang 2015 - Present : Rector, King Mongkut’s Institute 2014 - 2016 2011 - 2014 2009 - 2011 2012 - 2013 2010 - 2011 2009 - 2011 2008 Other listed companies Limited - Chairman of Risk Management Committee, Audit Committee, Property Perfect Public Company Non-listed companies - Director, Right Livelihood Foundation - Chairman of Thai Green Building Foundation • • • • • • • • • • • • ------• • at present Other directorship position / Other positions Experience Annual Report 2016 64

Other directorshipposition/positionsatpresent

Experience

Education /Training Age 52 10. Mr.BunditSapianchai • • ------• • • • • • • • the BoardofDirectors Enterprise-wide RiskManagementCommittee,CorporateGovernanceExecutiveandInvestmentSecretaryto President andAuthorizedSigningDirector(DateofAppointment:17July2015)

- Chairman,BangchakSolarEnergyCompany(NakornRatchasima) CompanyLimited - Chairman,BangchakSolarEnergyCompany(Burirum1) Limited - Chairman,BangchakSolarEnergy(Burirum)CompanyLimited - Chairman,BangchakSolarEnergy(Chaiyaphum1)CompanyLimited - Chairman,BangchakSolarEnergy(Prachinburi)CompanyLimited - Chairman,BangchakSolarEnergyCompanyLimited Non-listed companies - SeniorExecutiveVicePresident,TheBangchakPetroleumPublicCompanyLimited Other listedcompanies 1988 –1994 1994 –1997 1997 –2004 2004 –2008 2013 – 2015 Certificate, ProgramforSeniorExecutivesClass20(CMA20),Capital MarketAcademy,StockExchangeofThailand 2008 – 2012 – 2008 2012 – 2013 Diploma, TheJointState-PrivateSectorCourse,NationalDefenceCollege(Classof25th) Advance DiplomaPublicAdministrationandLaw(Classof10th),KingPrajadhipok’sInstitute Director CertificationProgram(DCP53/2005),ThaiInstituteofDirectors (IOD) Director AccreditationProgram(DAP28/2004),ThaiInstituteofDirectors (IOD) Bachelor Degree,Engineering,KingMongkut’sInstituteofTechnologyLadkrabang Master Degree,Engineering,AsianInstituteofTechnology(AIT] Honorary DoctorateofElectricalEngineering,RajamagalaUniversity of Technology Krungthep

: CommercialManager,NationalPetrochemicalPublicCompanyLimited : MarketingDirector,PTTPetrochemicalCompanyLimited : BusinessDirector,AirLiquid(Thailand)CompanyLimited : ExecutiveVicePresident,Corporate Development and Strategy,NFCFertilizerPublicCompanyLimited : Senior Executive Vice President, Renewable Energy Business, The Bangchak Petroleum Public Company : Executive VicePresident,CorporateBusinessDevelopmentTheBangchakPetroleumPublicCompanyLimited : Company Limited : Senior ExecutiveVicePresident,BusinessDevelopmentandStrategyTheBangchakPetroleumPublic Limited

BCPG Public Company Limited 65 ) PPA Solar power plant in Tarumizu, Japan (8.1 MW Annual Report 2016 66 4 2 1 Executive Management 3 6. Mr.PavanSiamchai Development 5. Mr.SomchaiKasemlonnapa 4. Ms.SattayaMahattanaphanij Information 3. Ms.RevadeePornpatkul 2. Mr.WatcharapongSaisuk Technology 1. Mr.BunditSapianchai 5 6

Currently servingasCountryManager,BCPGJapanCorporation Executive VicePresident,CorporateStrategyandBusiness Executive VicePresident,FinanceandAccounting Senior ExecutiveVicePresident,CorporateAdministrationand Senior ExecutiveVicePresident,Operation Executive VicePresident,Operation President andAuthorizedSigningDirector BCPG Public Company Limited

67 Executive Management Executive Limited Public Senior Executive Vice President, Business Development and Strategy The Bangchak Petroleum : Company Limited : Limited Executive Vice President, Corporate Business Development The Bangchak Petroleum Public Company and Strategy, NFC Fertilizer Public Company Limited Development : Executive Vice President, Corporate : Business Director, Air Liquid (Thailand) Company Limited : Marketing Director, PTT Petrochemical Company Limited : Commercial Manager, National Petrochemical Public Company Limited : Senior Executive Vice President, Renewable Energy Business, The Bangchak Petroleum Public Company Company Public Petroleum Bangchak The Business, Energy Renewable President, Vice Executive Senior :

Senior Executive Vice President, The Bangchak Petroleum Public Company Limited Chairman, Bangchak Solar Energy Company Limited Chairman, Bangchak Solar Energy (Prachinburi) Company Limited Chairman, Bangchak Solar Energy (Chaiyaphum 1) Company Limited 2012 – 2013 – 2012 2008 – 2012 2004 – 2008 1997 – 2004 1994 – 1997 1988 – 1994 2013 – 2015 – 2013 Honorary Doctorate, Engineering (Electrical), Rajamangala University of Technology Krungthep of Rajamangala University Honorary Doctorate, Engineering (Electrical), Master Degree, Engineering, Asian Institute of Technology (AIT) Master Degree, Engineering, Asian Institute Bachelor Degree, Engineering, King Mongkut’s Institute of Technology Ladkrabang Bachelor Degree, Engineering, King Mongkut’s Director Accreditation Program (DAP 28/2004) Thai Institute of Directors (IOD) Thai Institute of Directors Director Accreditation Program (DAP 28/2004) Director Certification Program (DCP 53/2005) Thai Institute of Directors (IOD) Thai Institute of Directors Director Certification Program (DCP 53/2005) Advanced Diploma, Public Administration and Public Law (Class 10) Advanced Diploma, Public Administration and Diploma, The Joint State-Private Sector Course, National Defence College (Class of 25th) Diploma, The Joint State-Private Sector Course, Certificate, Program for Senior Executives Class 20 (CMA 20), Capital Market Academy, Stock Exchange of Thailand 20 (CMA 20), Capital Certificate, Program for Senior Executives Class Other listed companies - Non-listed companies - - -

• • • • • • • • ------• - • President and Authorized Signing Director President and Authorized (Date of Appointment: 17 July 2015) Age 52 Education 1. Mr. Bundit Sapianchai 1. Mr. Bundit

Training / Seminar

Other directorship position, Other positions at present Experience

Annual Report 2016 68

Other directorshipposition/positionsatpresent

Experience

Training/Seminar Education Age 51 2. Mr.WatcharapongSaisuk • • • • - - - - • • • • Senior ExecutiveVicePresident,Operation • Familial relationshipwithotherdirectors,executive,mainshareholders orsubsidiaries:None Shareholding intheCompany:2sharesor0.0%(asofDecember 29,2016) - - - - Non-listed companies - Other listedcompanies 2011 -2013 2013 - 2015 2015 2015 -2016 Executive DevelopmentProgram(13/2015)ThaiListedCompaniesAssociation Director CertificationProgram(158/2012)ThaiInstituteofDirectors Familial relationshipwithotherdirectors,executive,mainshareholders orsubsidiaries :None Bachelor Degree,Engineering(Mechanic),ChulalongkornUniversity Shareholding intheCompany:1,596shares(asof31December2016) - - - Director, BCPGInnovationPte.Ltd. Director, BCPGBiopower2CompanyLimited Director, BCPGBiopower1CompanyLimited Director, BCPGJapanCorporation Senior VicePresident,AssociatedBusinessTheBangchakPetroleumPublicCompanyLimited Chairman, BangchakSolarEnergy(NakornRatchasima)CompanyLimited Chairman, BangchakSolarEnergy(Burirum1)CompanyLimited Chairman, BangchakSolarEnergy(Burirum)CompanyLimited

: ManagingDirector,BangchakSolarEnergyCompanyLimited : Vice President,StoreandLogistics TheBangchakPetroleumPublicCompanyLimited : SeniorVicePresident,BusinessDevelopment TheBangchakPetroleumPublicCompanyLimited : SeniorExecutiveVicePresident,CorporateStrategyandBusinessDevelopment BCPG Public Company Limited 69 : Vice President, Associated Business The Bangchak Petroleum Public Company Limited : Vice President, Associated Business The Bangchak Company Limited Managing Director, Bangchak Solar Energy (Prachinburi) Company Limited Managing Director, Bangchak Solar Energy (Chaiyaphum 1) Company Limited Managing Director, Bangchak Solar Energy (Burirum) Company Limited Managing Director, Bangchak Solar Energy (Burirum 1) Company Limited Managing Director, Bangchak Solar Energy (Nakorn Ratchasima) Company Limited Managing Director, Bangchak Solar Energy Petroleum Public Company Limited : Vice President, Accounting and Tax The Bangchak President, Accouting and Tax : Senior Manager, Accounting and Acting Vice Limited The Bangchak Petroleum Public Company 2013 - 2015 2007 - 2013 2004 - 2007 Senior Vice President, Associated Business, The Bangchak Petroleum Public Company Limited Senior Vice President, Associated Business, Director, BSE Energy Holdings Pte. Ltd. Director, Bangchak Solar Energy Company Limited Director, Bangchak Solar Energy (Prachinburi) Company Limited Director, Bangchak Solar Energy (Chaiyaphum 1) Company Limited Director, Bangchak Solar Energy (Burirum) Company Limited Director, Bangchak Solar Energy (Burirum 1) Company Limited Director, Bangchak Solar Energy (Nakorn Ratchasima) Company Limited Director, Suesangsan Foundation Master Degree, Business Administration, Thammasat University Master Degree, Business Bachelor Degree, Accounting, Ramkhamhaeng University Bachelor Degree, Accounting, Bachelor Degree, Laws, Sukhothai Thammathirat University Bachelor Degree, Laws, Bachelor Degree, Science, Chulalongkorn University Bachelor Degree, Science, Director Accreditation Program (DAP 99/2012) Thai Institute of Directors (IOD) Program (DAP 99/2012) Thai Institute of Directors Director Accreditation - - - Other listed companies - Non-listed companies ------Shareholding in the Company : 850 shares (as of 31 December 2016) Familial relationship with other directors, executive, main shareholders or subsidiaries: None Familial relationship with other directors, executive, main shareholders Senior Executive Vice President, Corporate Administration and Information Technology and Information Corporate Administration Vice President, Senior Executive • • • • • • • • • 3. Ms. Revadee Pornpatkul 3. Ms. Age 57 Education

Training / Experience Experience at present Other directorship position / other positions

Annual Report 2016 70

- Experience - - Training /Seminar Other directorshipposition/positionsatpresent Experience Training /Seminar Otherdirectorshippositions/Positionsatpresent Education Age 52 5. Mr.SomchaiKasemlonnapa Education Age 51 4. Ms.SattayaMahattanaphanij • • • • • • • None • • • • Executive VicePresident,CorporateStrategyandBusinessDevelopment • Executive VicePresident,FinanceandAccounting Familial relationshipwithotherdirectors,executive,mainshareholders orsubsidiaries:None Shareholding intheCompany:None - - - - Non-listed companies Non-listed companies - Management TrainingProgram,NokiaNetworker(1996),International InstituteforManagementDevelopment,Switzerland Other listedcompanies Other listedcompanies Bachelor Degree,ElectricalEngineering(ComputerandTelecommunication),UniversityofWashington,Seattle,USA - 20062016 Bachelor Degree,BusinessAdministration(FinanceandBanking)AssumptionUniversity Master Degree,ElectricalEngineering(ComputerNetworkandTelecommunication),UniversityofWashington,USA Master Degree,InternationalBusinessandInformationManagementSystem,WidenerUniversityPennsylvania,USA - -

Director GreenergyPowerPte.Ltd. Director GreenergyHoldingsPte.Ltd. Director, BCPGInvestmentHoldingsPte.Ltd. Director, AvangardeCapitalCompanyLimited None 2013 - 2016: None None 2013 - 2014: 2009 -2013:

: Senior Director,BusinessDevelopmentinAustralia,Ratchaburi ElectricityGeneratingHoldingPublic Company Limited Senior Director,RenewableBusinessDevelopment,Ratchaburi ElectricityGeneratingHoldingPublic Strategic PlanningDirector,TrueMoveCompanyLimited Company Limited Executive Director,AvantgardeCapitalCompanyLimited

BCPG Public Company Limited 71 : Director and Chief Operation Officer, Solartron Public Company Limited : Director and Chief Operation Officer, Solartron None Director, BCPG Japan Corporation Ph.D., Engineering (Electric and Electronics) Technology Institute of Japan, Japan Japan, and Electronics) Technology Institute of Ph.D., Engineering (Electric Master Degree, Engineering (Electronics) Chulalongkorn University Master Degree, Engineering Bachelor Degree, Engineering (Electronics) Chulalongkorn University Bachelor Degree, Engineering (Electronics) Chulalongkorn - 2005 - 2015 Other listed companies Non-listed companies - Executive Vice President, Operation Executive Vice President, Manager, BCPG Japan Corporation Currently serving as Country • Shareholding in the Company : None Shareholding None or subsidiaries: shareholders executive, main with other directors, Familial relationship • • • No • • Shareholding in the Company : None or subsidiaries: None main shareholders Familial relationship with other directors, executive, Age 47 Education 6. Mr. Pavan Siamchai • •

Training / Seminar Experience Other directorship position / Other positions at present Other directorship position / Other positions - • • Annual Report 2016 72 Governance Good Corporate Corporate GovernancePolicy operated with efficiency and transparency This shallensuretheCompany tobe specified bytheStockExchangeof Thailand. Governance ofListedCompanies, 2012,as comply withthePrinciplesofGood Corporate shareholders meetingoftheCompany,and association, andresolutionoftheCompany’s comply with law, objectives, articles of The Board of Directors has policy to The BoardofDirectorshaspolicyto

such policy. employees acknowledgedandcomplied with corruption policy)toensurethat all ofthe good governance policy (including anti- Currently, theCompanyhasimplemented reliance on the Company’s operation. towards theinvestor,whichincreasepublic’s

BCPG Public Company Limited

73 To not disclose material information, To avoid disclosing information in

The Company shall correctly, completely, - Focus on equitable information - - setting up measures to file clue or complaint setting up measures to or behavior of the for violation of law, ethic, officers, and other Company’s employees, cause corruption stakeholders that might Category 4 Disclosure and Transparency on time, transparently, and regularly disclose information non-financial and financial both via reachable, equitable, and reliable channels by adopting the regulations as follows: communicate with all stakeholders and stakeholders and communicate with all disclosure to the shareholders, financial disclosure to the shareholders, financial Institutes, securities company, investors, including person required such information and public. The Company places important on transparent, correct, complete, on time, and regular communication. The disclosure policy also put all communication channel in coverage, i.e., annual report, quarterly management discussion and analysis to the analysts and investors, news, letter to and website Company’s the shareholders, other media. which has not been disclosed to public, to employees without approval, groups of investor, anyone else (including people, or media, and analyst), until such information is publicly disclosed. shall which result operating to relation to benefit or price stock the on effect have specific person, especially on the period prior to financial statements submitting period to the Stock Exchange of Thailand

The shareholders can propose a The shareholders can Shareholders shall have right to Shareholders shall receive equitable, treated be shall Shareholders contact can Shareholders

- The Board of Directors shall ensure - - - - The Company focuses on interacting meeting agenda, pose a question, ask for an meeting agenda, pose their suggestion. explanation, and express of Shareholders 2017,For the Annual General the shareholders the Company has invited Novemberon 9 agenda a meeting propose to Thailand’s of Exchange Stock the via 2016 and the Company’s website. Category 2 Equitable Treatment of the Shareholder that all shareholders are equally treated. The as Company has regulations on such matter follows: vote in accordance with the number of shares held from fair, and on-time information sufficient, the Company equally and fair at the shareholder meeting independent directors concerning issues relating to their rights directly via email: [email protected]. Category 3 Roles of Stakeholders with our stakeholders in accordance with their rights according to related law including human and labor right and fairness principle. The Board of Directors shall consider procedure to endorse collaboration between the Company and stakeholders interested in wealth, security, and sustainability of the Company, by setting up a channel to

The Board of Directors realize their the to invitation of Delivery

The shareholders use their right through right their use shareholders The - - The Company adopts good corporate The Company adopts shareholders meeting, agenda, and all other information relating to the proposed agenda, for not registrar and the to the shareholders less than 14 days prior to the shareholders meeting. Advertising such invitation in lessnot and consecutively days 3 newspaper than 3 days prior to the shareholders information such publishing And, meeting. on the Company’s website more than 30 days prior to the shareholders meeting except there is necessity or other reasonable approach. nomination of directors to perform duty by representing the shareholders and the duty to encourage every shareholders to be granted for their fundamental rights, which are the right to trade and transfer shares, the right in share benefit, the right to receive information, the right to attend meeting and cast the vote, and any other right that Category 1 Rights of Shareholders governance policy which cover 5 categories governance policy which as follows: shareholders also have right to determine on material agenda. The Board of Directors realize and emphasize the rights of the shareholders by encouraging the shareholders to use their rights and by not performing any action to violate or lessen the shareholders’ rights, for instance: shareholders should be granted in accordance with law. Compliance with the Good CorporateCompliance with the Governance Policy Annual Report 2016 74 including regularreviewandevaluation of system, riskmanagementmeasure, and of Directorsbylegaladvisor in relationtolistedcompanytheBoard effectively developed executive inorderfortheCompanytobe to make suggestion and observation to the ments reporttotheauditcommittee. Board ofDirectors,includingfinancialstate- performance andfinancialpositiontothe agenda fromthemanagement. including operationperformancereporting in relationtotheCompany’soperation,and Meeting toconsiderandfollow-upagendas carried outresponsibilityasfollows: the BoardofDirectors.In2016,Company which specializedonspecificaspecttoassist of Directorshasappointedsub-committee from themanagement.Inaddition,Board stakeholders, andalsoshallbeindependent be responsiblefortheirdutyinrelationto sustainability growth.Directorsshall maximum benefittotheCompanyand have aroleincorporategovernancetoensure of theshareholdersmeeting.Directorsalso Directors meeting,alongwiththeresolution association, and resolution of the Board of accordance withobjective,articleof responsibility, carefulness,honest,andin of Directors Category 5ResponsibilityoftheBoard any transactionthatmayaffecttheCompany. operating performance, financial position, and who request for financial information, analysts, investors,andanyotherparties with Relations isresponsiblecontacting - Implementationofinternalaudit - Regularbriefingonregulationandlaw - Annualindependentdirectormeeting - Quarterlyreportofoperating - ConveningmonthlyBoardofDirectors Directors shallconducttheirdutywith The VicePresidentinchargeofInvestor

of DirectorstheCompanyand/or the must seek an approval from the Board and Exchange Commission, such subsidiary Exchange ofThailand and/or theSecurities with theregulationorruleofStock Company orothermeasureinaccordance approval from the Board of Directors of the transaction, and required to seek an and dispositionofassetsorconnected transaction thatconstruedacquisition subsidiary oftheCompany,enterinto the PresidentofCompany) cast thevoteafterseekingapprovalfrom this casetheRepresentativeDirectormay in company is not asubsidiary or associated Venture (except for the Joint Venture which Directors beforecastingthevoteinJoint seek approvalfromtheCompany’sBoardof policy oftheCompany Venture operationpolicy,andincludingother law, goodgovernancepolicy,theJoint Venture to be operated in accordance with Representative DirectorshallensuretheJoint shareholding portionineachcompany.The “Representative Director”)proratawith director(s) oftheJointVenture(the representative(s) oftheCompanyas (together the“JointVenture”)asfollows: which shareareheldbytheCompany or associatedcompaniesincludingcompany governance policytooperateitssubsidiaries subsidiaries and associated companies subsidiaries and associated companies Corporate governanceonoperationof workflow andrelatedregulationorlaw further improvement Board of Directors and management for preparation ofannualreporttoinformthe such systemandmeasure,alongwith - TheJointVenture,whichisa - TheRepresentativeDirectorsmust - The Company shall assign The Company has corporate - Japansitevisitforunderstandingin

(as amended) Exchange ofThailandActB.E.2535 (1992) regulation specifiedintheSecurities and which hasnotreachedlegalageasperthe Department, andincludingspousechild equivalent position in Accounting and Finance by director, executive, manager or higher acquisition ordispositionofthesecurities, changes inthesecuritiesholding,and report theCompany’ssecuritiesholding, regulations asfollows: for financialadvantage.TheCompanyhas has notbeendisclosedtothepublic,seek regarding use ofinsiderinformation, which executives, andofficersoftheCompany policy andproceduretocontroldirectors, Insider Information Control specified insuchpolicy. and acknowledgeddutiesresponsibilities Representative Director,havealreadysigned executives oftheCompany,assignedtobe subsidiaries andassociatedcompanies.The corporate governancepolicyforoperationof investor, andpublic. related regulator,governmentauthority, other informationrequiredtodisclose status, operationperformance,andincluding complete, correct,andreliablefinancial subsidiary of theCompany,shall disclose system. and includingsuitableperformancereporting management system,anti-corruption there areinternalcontrolsystem,risk subsidiary oftheCompany,shallensurethat be) beforeenteringintosuchtransaction. or otherrelevantauthorities(asthecasemay shareholders meetingoftheCompanyand/ - Acknowledgementofdutyto The Companyhasimplemented The Companyhasimplemented - TheJointVenture,whichisthe - TheJointVenture,whichisthe

BCPG Public Company Limited

75 (2) (2) , which the attendances of each (1) In 2016, the Audit Committee of BCPGof Committee Audit the 2016, In For the financial period ended 31 31 ended period financial the For 7 / 7 3 / 4 11 / 11 11 / 11 member are as follows: Public Company Limited convened 11 Public Company Limited convened 11 meetings December 2016, the Company and and Company 2016, the December to the auditor,subsidiaries paid remuneration the for Limited, Audit Phoomchai KPMG million consisting audit fee totaled THB 1.51 of THB 0.90 of audit fee for the Company 0.61 THB fee totaled and non-audit million, million. Remuneration of the auditor Remuneration Attendance / Total

- Penalty for violation of seeking for violation of seeking - Penalty financial advantage from the insider insider from the financial advantage caution, starting from written information suspension job temporary deduction, wage as allowed by law. without pay, or dismissal, by intention The penalty shall be considered and severity of such fault. Securities and Exchange Commission and Commission Exchange and Securities the Stock Exchange of Thailand. The members of the Audit Committee are experts in accounting, finance, and legal. in accordance to the regulations of the in accordance to the regulations of the

(2) (2) Committee Members Report from the Audit Committee Report from the Audit Committee - Prohibition on buy and sale of the the of sale and on buy Prohibition - The Audit Committee of BCPG The Audit Committee of BCPG Seven meetings were convened after the Company had been transformed to be a Public Company Limited. Seven meetings were convened after the Company had been transformed to be a Vilai Chattanrassamee, General Utis Sunthorn and Before transformation to be a Public Company Limited, the Audit Committee Members consisted of Mrs. Professor. Dr. Suchatvee Suwansawat Mrs. Vilai Chattanrassamee General. Utis Sunthorn Mr. Teerapong Ninvoraskul Company’s securities for at least 1 month securities for at least Company’s financial public disclosure of prior to the positions, operating statements, financial other material performance, and including affect the securities information which may may continue for at price. The prohibition disclose, and also least 3 days after public of material prohibition on disclosure information to any third party. information to any third Suwansawat, effective on 25 March 2016. Note : 1. 2. to the Audit Committee to replace Prof. Dr. Suchatvee Prof. Dr. Suchatvee Suwansawat. After the transformation, Mr. Teerapong Ninvoraskul was appointed To the Shareholders the To Public Company Limited consists of three independent directors, each with qualifications Annual Report 2016 76 effective andefficientoperations, enabling control systemtoensuretheCompany’s Accounting ProfessionActBE2547. Federation of Accountants(IFAC) and the were incompliancetotheInternational performed theirdutiesindependentlyand discussed. Theauditorconfirmedthatthey were comprehensivelyandindependently to theaccountsandfinancial statements, issues such as internal control in relations management executives,sothatcritical meetings withtheauditorexclusiveof addition, the Audit Committee organized unqualified opinionfromtheauditor.In were reviewedand/orauditedwithan and annualfinancialstatementsfor2016 sufficient manners.Thecompany’squarterly information wascarriedoutinatimelyand standards, andthatthedisclosureof accepted accountingprinciplesand prepared inaccordancetothegenerally ensure that the the financial statements were involved. Theaboveeffortsweremadeto litigation caseswheretheCompanyis on thesituationsandresolutionsof The AuditCommitteealsoregularlyupdated committee inregardstosignificantissues. elaborate andresponsetoinquiriesfromthe Audit Limitedtoparticipate,inorder external auditorfromKPMGPhoomchai management executivesandan every relevantmeeting,thecommitteeinvited and annual financial statements for 2016. In on thematterssummarizedasfollows; management, auditors, and internal auditors, engage in discussions with company mandated bytheBoardofDirectors, duties accordingtothescopeofauthorities 2. 1. The AuditCommitteeperformedthe

Reviewed the Company’s quarterly Reviewed theCompany’squarterly Reviewed the adequacy of internal Reviewed theadequacyofinternal

Collective Action Coalition Against Corruption Collective ActionCoalitionAgainst Corruption certification from Thailand’s Private Sector the Companyfilinganapplicationfor procedures. The Audit Committee supported governance systeminalloperation that theorganizationisequippedwithagood Corporate Governance Committee to ensure corporate goalsasawhole. working groupscanachievetheirtargetsand business unitsintheorganization,sothatall Office inprovidingconsultationforall that theindependenceofInternalAudit Internal AuditDepartment.Thisistoensure through evaluationsoftheHead operation, budget,andmanpowerplans, process of the Internal Audit Office’s Audit Departmentthroughtheapproval management systemoftheorganization. efficiency andeffectivenessofrisk Audit Office.Thiswastoassessthe Risk BasedAuditPlancarriedoutbyInternal Company riskmanagementsystemandthe to theAuditCommitteeonquarterlybasis. movements of all relatedpartytransactions The company’s management reported maximum benefitsfortheCompany. reasonability ofthetransactiontoassure to thelawsandregulations, to conflictofinterestensurethecompliance transactions or transactions which maylead operations. related totheCompany’sbusiness Stock Exchange of Thailand, and laws and Exchangelawsregulationsofthe Company fullycomplieswiththeSecurities the Companytoachieveitsbusinessgoals. 7. 6. 5. 4. 3.

Coordinated closely with the Directly commandtheInternal Reviewed theinformationfrom Rreviewed therelatedparty Reviewed toensurethatthe

Mrs. VilaiChattanrassamee General Meeting. shareholders’ approvalintheAnnual propose theauditorappointmentfor The BoardofDirectorswillconsiderto for theCompanyanditssubsidiariesin2017. Poomchai AuditLimitedtobetheauditors (CPA Registration No.8829) of KPMG 6333) orMr.NatthaphongTantichattanon Kosamarnchaiyakij (CPARegistrationNo. (CPA RegistrationNo.4068)orMr.Waiyawat appointment ofMr.CharoenPhosamritlert the BoardofDirectorstoconsider by theAuditCommittee. included inthecontinuousimprovementplan All issuesidentifiedwillbeconsideredand self-assessment forthebusinessyear2016. the AuditCommitteehascompleteda specified bytheStockExchangeofThailand, governance principlesoflistedcompanies regulations andotherrelatedlaws. Thailand, theStockExchangeofThailand’s Securities andtheStockExchangeof fully complywiththelawsregulating of theCompanyanditssubsidiariesare the auditor’sassessmentreport.Theoperations weakness was found,which is in line with with propercheckandbalance.Nosignificant responsibilities areassignedappropriately, efficient andadequate.Roles The Company’sinternalcontrolsystemis sufficient, accurate,completeandreliable. standard. Theinformationdisclosureis compliance with generallyacceptedaccounting company anditssubsidiariesarepreparedin the financialstatementspreparedby approved withinanappropriatetimeframe. (CAC). Thecertificationisexpectedtobe Chairman ofthe AuditCommittee The AuditCommitteehasproposedto In addition,tocomplywiththegood The AuditCommitteeconsideredthat -Signed-

BCPG Public Company Limited

77 -Signed- Committee In setting the compensation for for In setting the compensation The Nomination and Remuneration Sithawat Wongsuwan Directors’ profiles appear under “The under “The Directors’ profiles appear Board of Directors”. the management, senior and directors suitability for dutiescommittee considered on a par withand assigned responsibilities SET-listed companies of the same industry and of comparable size. Compensation must be attractive enough to inspire them to work effectively and with quality toward business its under goals BCPG’s direction, with transparent processes to forge shareholders’ confidence. Committee performed all Board-assigned competency,prudence, care, due with duties and freedom for the best interests of BCPG and its shareholders.

Chairman, Nomination and Remuneration Admiral When nominating directors and directors and When nominating senior management, the committee committee the management, senior takingby replacements director nominated competence, into account qualifications, records, leadership,experience, good track a good attitude vision, virtue, ethics, toward BCPG, and the ability to devote reasonable time to its business. Also considered was Board diversity. A Board Skill Matrix was developed to pinpoint the desired qualifications by identifying missing skills together with suitable qualifications and alignment with the Board composition and structure To assure corporate strategies. against the shareholders, the nomination process was made transparent. The current Board is made up of 10 directors, six of whom are independent, three are non-management directors, and one is a management director (namely the President, who also serves as secretary to the Board).

This year the committee held a total The Annual General Meeting of Meeting of The Annual General Report from the Nomination and Remuneration Committee Remuneration and from the Nomination Report of six meetings with the following of six meetings with the following highlights. First, we nominated directors to replace those that had completed their terms and those that had resigned before term completion. Second, we set the qualifications and nomination procedures for directors and senior management. Third, we proposed compensation for directors and senior management for the Board of Directors’ approval. 2016, held on 24 March 2016, appointed 2016, held on 24 March Committeea Nomination and Remuneration listing as a public after privatization for committee is company limited. This chaired by Adm. Sithawat Wongsuwan, with Gen. Kanit Sapitaks as member and Prof. Dr. Suchatvee Suwansawat as member and secretary. To the Shareholders, To Annual Report 2016 78 tional standards. ruption practicestokeeppacewithinterna- improves corporategovernanceandanti-cor- of Directors’policy,andregularlyreviews good corporategovernanceundertheBoard provides oversightforallunitstoexercise effect from25March2016.TheCommittee the Corporate Governance Committee, in the 2016AnnualGeneralMeetingappointed and responsibilitytoallstakeholders. business approachthatadherestotransparency fulfilling theobjectivesandgoalswitha that corporatebusinessproceedsefficiently, Policy inwriting,androlleditouttoensure Directors definedaCorporateGovernance for otherstakeholders. for theshareholders,withprimaryregardalso business growthandaddinglong-termvalue boost corporatecompetitiveness,leadingto the management,andshareholdersto relationship betweentheBoardofDirectors, systematic structuring and process for the valued corporategovernance,evidentinthe the CorporateGovernanceCommitteehas which followedonSeptember28. All along, on theStockExchangeofThailand(SET), March 25in2016toprepareitselfforlisting To theShareholders, Report fromtheCorporateGovernanceCommittee As proposed by the Board of Directors, As proposedbytheBoardofDirectors, With thiscommitment,theBoardof BCPG formalizeditsprivatizationon

all. earnest applicationwiththecommitmentof understanding toensurethatthepolicyfound in writing;andrequiredtestingoftheir acknowledge compliancerequirements the companywebsite;instructedallto external communicationofthepolicythrough corporate governanceprinciples;advocated commitment toworkwhileadhering communication, understandingofand and employees,throughvariousformsof clarity andup-to-datecontent. the policy,withamendmentsmadeforfurther its performance. implementation. Belowarethehighlightsof practical guidelines, and monitor plan development plans,revisethepolicyand of Directorstoreviewcorporategovernance performed dutiesasassignedbytheBoard perfect attendance,thisyearthecommittee is Mr.BunditSapianchai(President). as member and secretary to this committee Mr. Thammayot Srichuai as members. Serving Chattanrassamee (independentdirector)and (independent director),withMrs.Vilai is chairedbyGeneral.KanitSapitaks of whom(50%)areindependentdirectors.It Committee ismadeupoffourdirectors,two • • Meeting atotaloftwotimeswith The currentCorporateGovernance

Advocated tothemanagement Reviewed practical guidelines under

General value supplementation. for allstakeholders,asteptowardsustainable can assuretheshareholdersofitsdueregard integrity, virtue,andethics.Thatway,BCPG among employees abusiness culture of transparency andfairness,whilecultivating governance andtopursuebusinesswith remains committed to evolving corporate September) inacollectiveshowofforce. marking theNationalAnti-corruptionDay(11 occasions, andparticipationinactivities gift duringfestiveseasonsandonallother stakeholders, prohibitingacceptanceofany issuance ofaNo-GiftPolicyletterto actions involvingstakeholders,includingthe commitment includedotherpublicactionsand December 14 this year. Expression of anti-corruption measuresforcertificationon this yearandfiledaself-assessmentformfor declared itsintentiontojoinCACon13June Against Corruption(CAC)certification.BCPG Private SectorCollectiveActionCoalition to anti-corruptionbyapplyingforThailand’s risk management,anddisplayingcommitment anti-corruption, formulatingplansforcorruption culture bydrivingriskassessmentof anti-corruption practicesasavitalcorporate Chairman, CorporateGovernance • The Corporate Governance Committee The CorporateGovernanceCommittee

Set guidelinesforadopting Kanit Sapitaks Committee -Signed-

BCPG Public Company Limited

79 -Signed- The ERM committee strives to support Committee investments. The Committee has informed informed has Committee The investments. of existing and future and advised the Board may affectthat investments in risk exposures before submitting the business enterprise, to the Board. the investments for approval e business risks have This helps ensure that and objectives been managed appropriately, can be achieved successfully. minimizing by business Company’s the threats to an acceptable level, and aims to within management risk of culture a create the Company, to ensure that the risk management strategy has been executed appropriately aligned with the Company’s policies and to achieve the business’s goal.

Chairman of the Enterprise-wide Risk Management Professor Dr. Suchatvee Suwansawat Professor Monitoring and providing advice Monitoring and providing advice

• compliance risk, and environmental and environmental and compliance risk, and the of goals overall The risk. safety successfully achieved committee have been committee managed for the year 2016. The the enterprise to an risks that may affect company level, which helps the acceptable governance, to strengthen good corporate enterprise value, leading to enhancing building competitive advantages, and fostering a culture of risk management. Furthermore, the committee has periodically assisted in reviewing and monitoring the effectiveness of risk management through the enterprise risk management plan, to minimize the possibility and control the impact of any threats that might occur. and recommendations on company’s

Monitoring of compliance with the

The Company emphasizes the the emphasizes Company The • Report from the Enterprise-wide Risk Management Committee Committee Risk Management from the Enterprise-wide Report To the Shareholders, To company’s risk policies covering all business risk aspects; strategic risk, financial risk, project development risk, operational risk, principles of good corporate governance, governance, principles of good corporate risk management, especially Enterprise-wide manages those to ensure that the company the enterprise risks which may affect The ERM effectively and appropriately. committee has adopted best practices for risk management during the year 2016, as assigned by the Board. The committee has reviewed and discussed with the management and summarized 2016 year-end issues as follows: Annual Report 2016 80 internationally, includingJapan. business platformstoexpandthe company’s management,hascontinuously Directors. its duty as mandated by the Board of committee members, has completely perform Srichuai andMr.BunditSapianchaiasthe Kovavisarach astheChairman,Mr.Thammayot (“EIC”), which consists of Mr. Chaiwat The ExecutiveandInvestmentCommittee of newtechnologies,andgeographies. expansion wouldberealizedbothinterms 1,000 megawattsinstallationsby2020.The renewable energyindustry,withatargetof sets its goal to become the leader in to fund the Company’s growth. The Company with theobjectiveofraisinggrowthcapital Exchange of Thailand on 28 September 2016, the InitialPublicOfferingonStock To theShareholders, Considered newinvestmentsinto In 2016, the EIC together with the BCPG PublicCompanyLimitedlaunched Report fromtheExecutiveandInvestmentCommittee

the Companyoperation’sabilitytorealize the environmentwhichmayaffect Committee closelymonitorsthedynamicsof operations accordingtothestrategies: environmental-friendly innovations. to developgreenenergyprojectswith and the Shareholders, with the ultimate goal a goodeconomicsbenefittotheCompany selecting theinvestmentswhichwouldyield Committee, andtheBoardofDirectorsin to the Enterprise-wide Risk Management opportunities andmakesrecommendations and International. The EIC filters the investment opportunitiesinbothdomestic monitors theprogressofeachnew Committee reviewsthefeasibility,and the investments: including: throughout the year, with the key agenda The ExecutiveandInvestment • The ExecutiveandInvestment • The EICconveyed10meetings

To adviseandmonitorthe To screen,scrutinize,andmonitor Chairman oftheExecutiveand Investment Mr. ChaiwatKovavisarach

sustainability oftheCompany. effectiveness, resulting inthe stability and that theCompanyisoperatingatitsbest benefits forallstakeholders,andtoensure create confidenceandtomaximizethe competitiveness. business growthwhilemaintainingthe budgeting, in order to support the financial management, accounting and organizational structure,financial and makesrecommendations in regards to the strategiescrafted.TheEICalsoconsiders The EIChasperformeditsdutiesto Committee -Signed-

BCPG Public Company Limited

81 To work against corruption by To work against corruption by To respect human rights, and to To operate the business morally,To operate

2. 3. 1. operations under related rules, laws, and rules, laws, and operations under related and benefits the concerning regulations, may have on effects that the operation employees,stakeholders, such as shareholders, customers, contractors, investors, creditors, society, and the community around the Group; creating an anti-corruption culture, focusing on promoting operations with fairness, morality, and honesty, and intent upon restraining, counteracting, and resolving any acts considered to be corruption; respect towardson operate a business based human rights by promoting and protecting rights and freedom, including treating each other equally as a fundamental basis of our human resource management and development; adhering to honest and fair business and fair business adhering to honest

The Company operates its business its business The Company operates with utmost concern for the stakeholders,with utmost concern environment in mind.economy, society, and operates its businessHence, the Company with good conduct.morally, ethically, and is the regulator to Corporate governance ensure that its activities are performed with honesty, trustworthiness, transparency, and fairness. The Company is mindful of any negative effects on the economy, society, and environment, and is prepared to change in order to reduce any detrimental effects. The Company aims to create sustainability in its growth, and assume total responsibility towards stakeholders, the economy, society, and environment. The Company has a policy concerning social responsibility as follows: Social Responsibility Social Annual Report 2016 82 Corporate SocialResponsibility environment. Wetakeintoaccount the preserving naturalresources and the focus onbalancingeconomicgrowthand on goodcorporategovernanceprinciples.We community andsociety. related to development of the sustainable cooperate tosupportvoluntaryactivities development activities,andtocontribute Organization. Thailand GreenhouseGasManagement is certifiedwiththeCrownStandardfrom District, PhraNakornSriAyutthayaProvince, the solarpowerplantlocatedinBangPa-In projects are certified by ISO 14001:2004, and majority oftheCompany’ssolarpowerplant protect andpreservetheenvironment.The designed todecreasenegativeeffectsand Also, todevelopbusinessoperationalmethods Company’s operation,ontheenvironment. and correctwhenthereisaneffect,bythe and determiningmeasurementstoprotect concerning environmentalmanagement, strictly complyingwithlawsandregulations 9001:2008; internationally byOHSAS18001:2007 and ISO the Group,iscertifieddomesticallyand rules. Everysolarpowerplantproject,under strictly complyingwithsafetystandardsand safety atwork; nominations, development,hygiene,and is basedonfairnessineveryaspect: that thehumanresourcemanagementpolicy development; theCompany’sintentis resource development asakey to sustainable cognizant oftheimportancehuman The Companyrunsthebusinessbased 7. 6. 5. 4.

To take part in community or social To carefortheenvironmentby To takeconsumersintoaccountby To treatlaborwithfairness,

activities forsocietyandcommunities also supportouremployeesto initiate activities andengageouremployees.We society andenvironment.Weorganize employees totakepartinallactivitiesfor company promotesandsupportsour Society andEnvironment 2. CSRAfterProcess:Activitiesfor local materialsinourareasofoperation. promote employinglocallaborersandusing for societyandenvironment.Also,we support employeeparticipationinactivities conservation activities.Inaddition,we our employeesinenergyandresources examination, lifeinsurance,etc.Weengage including medicalexpenses,annualphysical We offersuitablebenefitsandwelfare adheres to the principle of fair compensation. transparency. governance, wediscloseallinformationwith Realizing thevalueofgoodcorporate takes allstakeholders’interestsintoaccount. pays seriousattentiontoallstakeholdersand Reduction Program. In addition, the company participate inThailandVoluntaryEmission technology inalloperationalprojectsand example, weemployonlyworldleading minimize impactsontheenvironment.For we looktotheprinciplesandguidelines the Organization Environment Responsibilitywithin 1. CSRin Process : Social and society basedonfollowingprinciples: sustainably with the community and happily, andtodevelopgrow business growth. Our aim is to co-exist interests ofallstakeholdersforsustained Apart frombusinessasusual,the As foremploymentpolicy,thecompany Operating business with responsibilities,

panels. feasibility ofcultivatingplantsundersolar for example,thecompanyistesting opportunities forotheradditionalincome– potential to the members. They will also have knowledge anddevelopagricultural of thecommunity.Wegrantfundstoimprove area. Wecreateemploymenttothemembers electricity powerstabilityforthesurrounding price fluctuations.Inaddition,webuildup farmers willbeprotectedfromfarm agencies and agricultural co-operatives. The is aprototypeprojectforgovernment power generatingfacilityfromsolarfarming social responsibility principles. An electricity to local people in accordance with corporate the employmentrateandgenerateincome broader scope.Thus,weworktoincrease for theorganizationandsocietyina company also has a policy in value creation 3. SocialEnterprise culture andsportsetc. upgrading quality of life, religion-related, improving knowledgeandeducation, locally ontheirown,includingactivitiesfor Apart from creating business value, the

BCPG Public Company Limited

83 The Company constantly realizes realizes The Company constantly a significance of internal control systems, of internal control a significance assigned the Board of Directors therefore, the Audit Committee (AC) to review and to control internal the of adequacy the assess systems which are set to cover all operating activities appropriately and adequately to enhance efficiency in preparing reliable reports on finance and accounting, and ruleswith compliance strictly in reports other and regulations of the business operation. The Company adopted a guidance assessment risk and control internal for Sponsoring Committee of provided by the Organizations of Treadway Commission (COSO) in 5 components as follows: Internal Control Control Internal Annual Report 2016 84 strategies, riskmanagementgoals,andalso Committee (ERMC)todefinepolicy, an Enterprise-wideRiskManagement risk management,theCompanysets 2. Riskassessment ity ofthewhistleblowers. ing informationandmaintainingconfidential- and fraudsforprotectingtherightkeep- complaints, orinformationonmisconduct Company hassetchannelsforreceiving bilities oftheallstakeholders’interests.The transparency, honesty,ethicsandresponsi- ment andemployeeswitheffectiveness, order toenhancetheoperationofmanage- corporate governanceandbusinessethicsin nisms. TheCompanyhasfocusedongood bilities tocreatecheckandbalancemecha- authority, andsegregationofkeyresponsi- designs managementstructure,approval avoid the conflict of interest. The Company understand the practiceguidelines and to employee shallbetrainedinorderto by everyoneandreviewedregularly.Anew principles and policymust be acknowledged employees oftheentireorganization.The for directors, executive management and governance policyinawrittendocument business ethic principles andgoodcorporate According topolicyandproceduresof The BoardofDirectorsdeterminesthe 1. Controlenvironment

Before applying any new system, the Company Before applying any new system, the Company employees to be aware of and acknowledge. information policy are issued for the technology oftheGroup.Notificationson to takeresponsibilitiesintheinformation Administration andTechnologyDepartment 4. Information andCommunication specified timingframework. compliance withlaws,regulationsaswell Procedures aresettoensuretheCompany sub-committees, suchasAC,EIC,ERMC. assess byinternalauditdepartmentand with check and balancemechanisms, emphasizes onadequateinternalcontrols effective checksandbalance.TheCompany with segregationofresponsibilitiesfor Indicator (KPI) forplanningandmonitoring control activitiesreliedonKeyPerformance and themanagement,Companyset and policy specified by the Boardof Directors 3. Controlactivities generate sustainableincometotheCompany. business investment shall besuccessful and procedures, andalsotoensurethatthe levels toachieveoperatinggoalsandworking level intheorganizationsuchasoperation efficiency and continuationcovering all risks to developriskmanagementsystemswith The CompanyassignedCorporate To ensuretheCompany’sguidelines

consideration regularly. and procedures, and inform the AC for and theACtoformulateadjustmentplans audit willreportrelatedmanagement internal controlaredetected,the basis. Whendefectsorshortcomingsofthe Company anditssubsidiariesoncontinuous operation, internalcontrolsystemwithinthe and assesstheefficiency,effectiveness, chain ofcommandfromACwillinspect The internal audit department with direct adjustments inlinewiththecircumstances. discrepancies andtocontinuouslydevelop against thetarget.Itistoanalyze regularly monitoritsactualperformance by eachdepartment’sKPIsthatrequiredto based onstrateg(ies)andbusinessplan(s) 5. Monitoring 27001). information securitymanagement(ISO in aprocessofapplyingforcertification work procedureforefficiency control, andis applying informationtechnologyinvarious procedure. Presently,theCompanyis in applyingthesystemsintowork this intodevelopmentplanningandguidelines systems, estimateabenefit,andincorporate shall compare investmenttoprocurethe The Company set agoal of its business

BCPG Public Company Limited

85 Risks from dependency on Risks from dependency on

The group of companies developed and 1.2 EPC Contractor constructed power plant for producing and selling electricity power by contracting an EPC contractor in designing, providing power each constructing and equipment, be highly must contractor EPC The plant. areas, many in specialized experienced, as as well knowledgeable technology financially strong. As the EPC contractor has to issue warranty for the performance, in the case EPC contractor fails to meet with the conditions and/or obligations specified in the impacts negative this could have contracts,

Risk Factors Risk Factors A solar cell panel is a key device a key device cell panel is A solar light intensity for the power plants in each project. in producing electricity power. Unusual in producing electricity power. Unusual degradation of the solar panels could also lead to lower quantity of energy output, affecting the group business performance. However, the power plants of the group of companies with commercial scaled operation have warranty from the solar panel producers and/or from EPC contractor on solar panel quality and on minimum energy output, starting from the date of operation on commercial scale of each project. Risks from the underproduction the from Risks

Solar power plant depends crucially 1.1 on solar irridication. In recent years, Thailand and Japan faces climate variability. When the solar irridication is low, the production of the companies of group the of plants power affect could This production. under be could selecting in However, sales. from income the location for building power plants of the have companies of group the company, each in intensity light of studies conducted area using historical data of light intensity from a reliable organization to ensure high of the solar cell power plant Business Operation Risks Annual Report 2016 86 shareholder oftheCompany.BCPhas paid upcapitalandisthemajority management 2. Risksinadministration 4 customers. countries tolessendependencyonthekey investment inrenewableenergyforeign group ofcompanies explore opportunities of related lawsandregulations.Inaddition,the conform tointernationalstandards,and obligations ofthecontractspurchase,to control ofthepowerplanttofulfill However, the company has rigorous operation significant impactonthegroupofcompanies. terminate thecontracts,thiscouldleadto and/or KyushuElectricPowerCompany and/or PEAKyushuElectricPower purchasing totalelectricityoutput.IfEGAT Company whoenteredintocontractof Power CompanyandTohokuElectric group includeEGAT,PEA,KyushuElectric key customers at afairprice. selection oftheEPCcontractorwithquality are subsequentlyreviewed.Thisensures warranty andservices.Pricingquotations of theequipment,scopeperformance financial status,efficiencyandeffectiveness experience, expertise,technologyknowledge, priority technicaldataofthecontractor, standards of selectionprocess, taking into However, asthecompanyhasahigh on thegroupofcompanies’performance. At present,BCPholds70.4%ofthe At present,thetop4customersof 1.3

Risks fromdependencyon

Japanese Yen exposure. In the latter half of development. Thecompanyhasrisksin Yen forpurchasingbusinessandproject investment inJapanandrequiredJapanese have changedtofixinterestrateperiodically. market situation. The project loans in Japan interest ratessuitabletoagivenmonetary the interestrateandcouldchangeintofix has closelymonitorthemovementof company. However,thegroupofcompanies negative impactonfinancialcostsofthe Floating interestrateriskscouldhave percentages of40%to60%respectively. rate loan andfloating interest rate in the 10,150.22 million, consisting offixinterest companies has loan outstanding of THB 3. FinancialRisks members. and nominatecandidatesfortheBoard shareholders toproposemeetingagendas The companyalsoinstalledchannelsforthe minority shareholdersandotherstakeholders. take careofcompanybenefits,especially consists ofsixindependentdirectorswho the managementstructureofcompany acquisition and salesofassets). However, issues (increasing/decreasingofinvestment, in theshareholders’meetingsforsignificant company. BCPhasalsopowerinvoting appointing representativestomanagethe through representativedirectorsand power inadministrationmanagement In early2016,theGroupstarted 3.2 At theendof2016,Group 3.1 Foreign Exchange Rate Risks Interest RateRisks

periodically. the courseofprojectforrisksincurring review andevaluationareexercisedduring for riskassessmentbeforeinvesting.Audit countries. Thecompanywillconductstudies regulations pertainingtoinvestmentinforeign from economicsituations,publicpolicy, on investment. In addition, there are risks in businessmanagementcouldaffectreturn providing land,etc.Theunexpectedresults purchase of electricity power, financing, requirements inthecontractsofsalesand permits in doing the business, meeting the on variousfactorsincludingreceivingof domestically andinforeigncountriesdepends repayment islow. maturity of20-25years,therisksforloan income fromthepurchasingcontractswith However, sincethecompanyhasastable Institute intermsofprojectfinancing. needed toborrowfromexternalfinancial a highvalueofinvestment,thecompany appropriate financialtoolstopreventtherisks. exchange ratemovementtoresort rate risks.TheCompanyalsomonitors of investmentinJapantoreduceexchange has acquiredYenloanstomeettherequirement borrowing amount.However,theCompany which wasthedifferentinlendingand exchange ratelossesofTHB86.34million the year,depreciationofYenresultedin Success indevelopingprojects 3.4 As thenatureofbusinessrequiring 3.3 New investmentrisks Loanrepaymentrisks

BCPG Public Company Limited 87 Connected Connected Transactions Annual Report 2016 88 Company, Mr.BunditSapianchai,isanexecutiveofBCP. percent) andhastwodirectorsincommon,(1)Mr.PichaiChunhavajira(2)ChaiwatKovavisarach,anotherdirectorofthe Bangchak Petroleum PublicCompanyLimited(“BCP”) December 2015, and6-monthperiodendingon31December2016canbeconcludedasfollows: - AccountPayable - Deposit - ExpenseforthePeriod System RentalExpense Office/Control Room/Electricity - AccountPayable - AdvancedPaymentExpense - ExpenseforthePeriod Land LeasingExpense Details ofTransaction BCP isconsideredtobeanentitythatmayhaveaconflictofinterestbecausemajorityshareholdertheCompany(70.4 Connected transactionsbetweentheCompanyandentities/individualsthatmayhaveconflictofinterestinfiscalyearendingon31 Fiscal YearEnding on 31December Transaction Value(THBmillion) 2015 0.31 0.23 0.08 5.95 5.45 0.50 Fiscal YearEnding on 31December 2016 0.23 0.08 0.92 5.78 6.06 - future ifnewspacecanbeprocured. Company mayconsider moving itsoffice in the short-term agreementof3yearsbecausethe the SEC.TheCompanyonlyenteredintoa by an independent appraiser with approval from lease agreement,aratethathasbeenappraised having arentalfeeasspecifiedin3-yearterm from BCPforatotalof377squaremeters, office, controlroom,andelectricalsystemroom The Companyleasesaspacetobeusedasan remaining term of the Phase 1 Project. remaining termofthePhase1Project. 22-year termofcontractaccordingtothe appraiser withapprovalfromtheSEC,anda rental feethathasbeenappraisedbyanindependent Phase 1Project.Thisleaseagreementhasa of 457-2-53 Rai, in order touse as a location for District, PhraNakornSriAyutthaya,foratotalarea The CompanyleaseslandfromBCPinBangPaIn Necessity andRationale of Transaction

BCPG Public Company Limited 89

of Transaction Necessity and Rationale Necessity The Company entered into an Administrative into an Administrative The Company entered BCP which will expireEmployment Contract with According to the contract,on 31 December 2019. its employees to BCP is obliged to assign for a total of 10 operate for the Company operation of scope a for 2017, in positions determined by the Company. Employees sent by BCP are mostly chief executives and personnel in the Operation Division that have been taking part in the management and operation of renewable energy sourced electricity business since the start. Therefore, BCP will request a fee from each operation according to an estimation of expense, salary, sent, personnel of remuneration other and bonus, in accordance with the contract. The Company charges for electrical power The Company charges for electrical power supplied to a learning center located in a Phase supplied to a learning center located in a Phase 1 Project in the Bang Pa In District, Phra Nakorn Sri Ayutthaya from BCP, the reason being that the Company owns the electrical power meter is used by the learning center building, which room, office, control the same building as its will Company The room. system electricity and proceed to charge according to the real usage, in compliance with the terms under the 3-year Building and Control Room Lease Agreement between the Company and BCP. BCP charges for an expense concerning usage of parking lots at the Energy Complex Centre by the Company’s employees and visitors, which BCP pays in advance and then collects from the Company. 3.79 0.35 0.14 0.24 0.02 42.48 2015 on 31 December Fiscal Year Ending Fiscal Year - - 6.19 6.62 0.03 0.03 2015 Transaction Value (THB million) Transaction on 31 December Fiscal Year Ending Fiscal Year Details of Transaction Details of Expense related to an Administrative Employment Contract with BCP - Expense for the Period - Account Payable (including VAT ) Revenue from sale of electricity to a learning center - Revenue for the Period - Account Receivable Expense concerning parking lot at the Energy Complex Centre - Expense for the Period - Account Payable (including VAT) Annual Report 2016 90 - AccruedInterestExpense - InterestExpense - OutstandingLoan less thanTHB830.00million Loan fromBCP,amountofnot - ExpenseforthePeriod signboard tax Household andpropertytax - ExpenseforthePeriod Security ServiceExpense Details ofTransaction Fiscal YearEnding on 31December Transaction Value(THBmillion) 210.00 2015 0.16 0.16 - - Fiscal YearEnding on 31December 2016 3.84 3.92 1.55 - - 2016. both principalandinteresttoBCPon30June Solar powerplantprojectinJapan,andsettled of THB620.00millioninordertoinvesta 29 April2016,theCompanywithdrewanamount `settled theloanandinteresttoBCP.Later,on have topayforaloanfromanotherfinancial higher thantheratethatCompanywould rate at2.5percentperannum,whichisnot power plantprojectinJapan,andhasaninterest 2016, withtheobjectivetoinvestintoaSolar agreement, withamaturitydateof17December million. Thisagreementisashort-termloan Company withdrewanamountofTHB210.00 830.00 million,andon21December2015,the into aloanagreementwithceilingofTHB On 18December2015,theCompanyentered Company theamountpaid. paying inadvance,thenrecollectingfromthe BCP, thusBCPhastotakeresponsibilityfor Project becausesuchassetsareregisteredunder property taxandsignboardforthePhase1 BCP chargesfora2016householdand Service. Service AgreementwiththeOfficeofSecurity Company hasdirectlyenteringintoaSecurity of theAgreementafter31May2016,and transactions will no longer appear after the end advance thencollectfromtheCompany.These under RoyalPatronage,inwhichBCPwillpay and theWarVeteransOrganizationofThailand Service Agreement,enteredintobetweenBCP Phase 1Project,asspecifiedintheSecurity BCP chargesforasecurityservicefeethe Necessity andRationale of Transaction

BCPG Public Company Limited 91

of Transaction of Transaction Necessity and Rationale Necessity and Rationale Necessity On 15 September 2016, the Company signed a contract for office space rental with RTA Entertainment Public Company Limited at 28th 245 sq. meters, for Floor, Phaholyothin Place, at 7 months from 1 August 2016 to 28 February 2017. Rental fee was set at market price, totaling THB 649,250.00 throughout contract period. In August 2016, payment for August and September was made to RTA in accordance with an initial agreement. As a director of RTA Entertainment Plc. is an independent director of the Company, this is therefore considered connected transaction. On 5 February 2016, the Company entered into On 5 February 2016, the THB of amount ceiling with agreement loan a 10 February 2016, the 2,000.00 million, and on 1,500.00 THB of amount an withdrew Company is a short-term loan million. This agreement maturity date of 17 agreement, having a in December 2017, with the objective to invest a Solar power plant project in Japan, and with an interest rate at 2.9 percent per annum, which is not higher than the rate that the Company would have paid for a loan from another financial Institute. On 30 June 2016, the Company settled both principal and interest to BCP. Payment to BCP from reimbursement from Payment to BCP from reimbursement from Power Development Fund contribution for the months of October and November 2015 for Phase 1 Project whereby the Company is for Phase 1 Project whereby the Company Phase 1 was still from NEPC, as reimbursed owned by BCP. . 0.46 0.18 0.10 0.10 2016 16.69 2016 on 31 December on 31 December Fiscal Year Ending Fiscal Year Ending Fiscal Year - - - - - 2015 2015 Transaction Value (THB million) Transaction Value (THB million) Transaction on 31 December on 31 December Fiscal Year Ending Fiscal Year Ending Fiscal Year Details of Transaction Details of Transaction Details of Rent for Phaholyothin Place - Expenes for the Period - Deposit - Accrued expense Power Development Fund Contribution - Power Development Fund Contribution Loan from BCP, amount of not Loan from BCP, amount million less than THB 2,000.00 - Interest Expense Other parties Annual Report 2016 92 Connected transactionofSubsidiariesandPersons withConflictofInterest 2015 and2016canbeconcludedasbelow: - AccountPayable - ExpenseforthePeriod BSE-PRI Expense - AccountPayable - ExpenseforthePeriod BSE-NMA Expense - AccountPayable - ExpenseforthePeriod BSE-CPM1 Expense - AccountPayable - ExpenseforthePeriod BSE-BRM1 Expense - AccountPayable - ExpenseforthePeriod BSE-BRM Expense - AccountPayable - ExpenseforthePeriod BSE Expense Agreement withBCP Administrative Service Expenses relatedtoan - AccountReceivable - RevenueforthePeriod 1 ProjectofBSE service andoperationofPhase Revenue from administrative Details ofTransaction BCP Connected transactionbetweensubsidiariesandpersonsthatmayhaveaconflictofinterestinthefiscalyearsendingon31December Fiscal YearEnding on 31December Transaction Value(THBmillion) 2015 1.70 0.85 0.85 0.85 0.85 3.40 4.05 ------Fiscal YearEnding on 31December 2016 ------Company instead. an Administrative Service Agreement with the structure, eachcompanywilldirectly enterinto renewable energysourcedelectric business in theAgreement.Afterare-structuringof personnel, fromeachcompanyasspecified and otherexpensespaidtotheassigned charge a service fee,considering salary, bonus, electricity businesssincethestart.BCPwill management of renewable energy sourced of personnelthattookpartintheoperationand by BCPweremostlychiefexecutivesandgroups others inthesameindustry. Theemployeessent qualifications thatmetthestandardacceptedby to the job descriptions determined, and had sent byBCPwereabletooperateaccording operation specifiedbyeachcompany.Personnel to operateeachcompanyunderascopeof individual companies.BCPassignedemployees Administrative Service Agreement with BCP, as NMA, andBSE-PRIenteredintoa1-Year BSE, BSE-BRM,BSE-BRM1,BSE-CPM1,BSE- operated bytheCompany. electricity business,thePhase1Projectwillbe restructuring-of the renewable energy sourced longer appearinthefuture,becauseafter agreed betweenparties.Thistransactionwillno Project; BCPwasresponsibleforpayingfeesas order tosupporttheoperationofPhase1 prevention, andotheroperativenecessities,in material, packages,transportation,accident Phase 1Project.BSEprovidedpersonnel,tools, BCP hired BSE to administer and manage a Necessity andRationale of Transaction

BCPG Public Company Limited 93

of Transaction Necessity and Rationale Necessity BSE is engaged in a loan agreement with a fi BSE is engaged in a loan support the Group, nancial Institute to by BCP (which is the concerning a limited loan from a financialCompany’s majority shareholder) of THB 400.00 million. Institute for an amount fee for such support. BCP does not charge any Nevertheless, presently the Group is under in order Institute financial the with negotiation to tone down a requirement for support by BCP. BCP charged an operation fee for installing a BCP charged an operation fee for installing 3 solar-cell mobile-battery charging system at Inthanin Stations of BCP, in order to service customers and/or the public. BCP took responsibility for the expense in advance, and responsibility for the expense in advance, and collected the amount paid from BSE. 0.39 2016 on 31 December Fiscal Year Ending Fiscal Year - 2015 Transaction Value (THB million) Transaction on 31 December Fiscal Year Ending Fiscal Year , adjusted to reflect key transactions occurring after the last accounting date to the transaction date, with details with date, the transaction to accounting date last after the occurring key transactions to reflect adjusted , (1) The Company acquired common shares of BSE, BSE-BRM, BSE-BRM1, BSE-CPM1, BSE-NMA, and BSE-PRI at latest book value The Company acquired common shares of BSE, BSE-BRM, BSE-BRM1, BSE-CPM1, BSE-NMA, The Company acted following a plan to restructure the renewable energy based electricity business to be more distinct, and in order The Company acted following a plan to restructure Details of Transaction Details of Support for a limited loan from Support for a limited and a a foreign financial Institute commercial bank, in domestic plant order to fund Solar power development for BSE Expense from installation of Expense from installation of mobile-battery charging system - Account Payable Note : (1) Book value from managerial accounting of subsidiary companies as described as follows: before the transaction the before Transactions Concerning Securities Trades to prepare for an IPO and listing in the Stock Exchange of Thailand. The plan consisted of (1) transactions concerning securities trade, (2) to prepare for an IPO and listing in the Stock and (3) transactions concerning loans to reconstruct. Details on restructured transactions with transactions concerning exchange of assets, are listed below: a person that may have a conflict of interest Connected-Transaction According to Restructuring Plan of the Group Connected-Transaction According to Annual Report 2016 94 BSE-CPM1 BSE-BRM1 BSE-BRM BSE BSE-PRI BSE-NMA BSE-CPM1 BSE-BRM1 BSE-BRM Shares of: 3 December2015 3 December2015 3 December2015 2 December2015 2 November2015 2 November2015 2 November2015 2 November2015 2 November2015 Transaction Date of shares 90.0 percent paid-in shares, for 3,825,000 paid-in shares,for153,000and can becategorizedas100.0percent to 51.0percentofallshares.Shares 3,978,000 commonshares,equivalent to 51.0percentofallshares 3,901,500 commonshares,equivalent 51.0 percentofallshares 3,850,500 commonshares,equivalentto to 49.0percentofallshares 17,999,998 commonshares,equivalent to 49.0percentofallshares 6,859,998 commonshares,equivalent shares 90.0 percent paid-in shares, for 3,719,100 paid-in shares,for4,898and can becategorizedas100.0percent to 49.0 percent of all shares. Shares, 3,723,998 commonshares,equivalent shares 90.0 percent paid-in shares, for 3,675,000 paid-in shares,for146,998and can becategorizedas100.0percent to 49.0percentofallshares.Shares 3,821,998 commonshares,equivalent 49.0 percentofallshares 3,748,498 commonshares,equivalentto 49.0 percentofallshares 3,699,498 commonshares,equivalentto List Company Company Company Company Company Company Company Company Company Buyer The The The The The The The The The Seller BCP BCP BCP BCP BCP BCP BSE BSE BSE Transaction, for December 2015 (THB million) Ending on31 a FiscalYear Value of 1,930.50 367.97 398.93 393.71 699.72 342.61 352.58 382.35 377.35 BCPG Public Company Limited 95 357.56 730.07 Value of a Fiscal Year Ending on 31 (THB million) December 2015 Transaction, for for Transaction, 0.22 3,273.84 7.68 BSE BSE Seller (THB million)

Ending on 31 December 2015 The The Buyer Company Company Value of Transaction for the Fiscal Year Value of Transaction for Assets: Payable: Financial Cost: Amortization of transaction cost capitalized 25.47 Payable of amortization of transaction capitalized:cost 25.69 BCP BCP Seller List The The Buyer Company Company 3,876,000 common shares, equivalent 3,876,000 common shares, shares. Shares to 51.0 percent of all 100.0 percent can be categorized as shares, and 90.0paid-in shares for 5,100 3,870,900 for shares, paid-in percent shares 7,140,000 common shares, equivalent to 51.0 of all shares Date of Transaction 1 December 2015 1 December 2015 Date of Transaction 3 December 2015 3 December 2015 List The Company purchased assets of Phase 1 Projects (excluding a site for a Phase 1 Project, where the Company will lease land and land lease will Company the where Project, 1 Phase a for site a (excluding Projects 1 Phase of assets purchased Company The Shares of: Assets of Phase 1 Project Amortization of transaction cost capitalized BSE-NMA BSE-PRI other related areas of the Phase 1 Project from BCP under a long-term lease agreement, in lieu of purchase) with details below: BCP under a long-term lease other related areas of the Phase 1 Project from Transactions Concerning Exchange of Assets Transactions Concerning Exchange of Annual Report 2016 96 Transaction ConcerningRestructure - AccruedInterestExpense - InterestExpense - LoanOutstanding restructure plan Loan forperformingthe - AccruedInterestExpense - InterestExpense - LoanOutstanding Phase 1Project Loan forpurchasingassetsof The CompanytookaloanfromBCPinordertosupporttherestructureas detailed below: Transaction Fiscal YearEnding 31 December2015 Value ofTransaction(THBmillion) 2,990.00 3,028.00 10.85 10.85 5.97 5.97 Fiscal YearEnding 31 December2016 ------interest withBCP. Company had already settled the principal and by financial Institutes. On 25March2016,the which isnothigherthananinterestratecharged reconstruct, with an interest rate of 2.5 percent, with the objective to support the effort to agreement withamaturitydateof9May2017, million. Theloanagreementisashort-term Company withdrew an amount of THB 2,990.00 THB 3,100.00million.On1December2015,the a loanagreementwithBCPceilingof On 10November2015,theCompanyentered be afinancecostexpense. been recordedaspartofaloanoutstanding,to amortized allloandeferredexpenses,whichhad a principalandinterestpaymenttoBCP, 2016. On30June2016,theCompanysettled ments. ThefirstinstallmentwasdueonMarch interest every6months,foratotalof20install- The Companywillpayinstallmentsofcapitaland rate ofapproximately4.2percentperannum. assets ofaPhase1Project,withaninterest long-term agreementof10years,topurchase 3,028.00 million.Theloanagreementisa the CompanywithdrewanamountofTHB of THB3,028.00million.On1December2015, into aloanagreementwithBCPceiling On 10November2015,theCompanyentered Nature ofTransaction

BCPG Public Company Limited

97 Lease of land, office, control room,Lease of land, office, control AgreementAdministration Service

• • In the future, if the Company has to enter Apart from this, the Internal Audit Division other and other related people in the future; aother and other related necessity and forConnected-Transaction upon for instance: the continuity of a contract, from BCP; and electricity system room on 31 Decemberwith BCP, which will expire 2019. into any Connected-Transaction, apart from the transactions listed above, the Company will comply with laws related to securities and exchange, and terms, notifications, orders, or conditions determined by the Securities and Exchange Commission, the Capital Market Advisory Board, and the Stock Exchange of Thailand. If the Connected-Transaction is considered to be a normal business transaction Company’s the support to order in transaction or general business, it may continue in the future, following a policy to determine the scope of this type of transaction, to assure it compares to normal transactions under the same circumstance. shall review transactions to verify whether the price ora market to as can be referred price not, and whether a trade condition is specified within normal business parameters, compared to a third party, in order to maximize the benefit for the Company. The Internal Audit Division shall also present verification results to the Audit Committee for quarterly acknowledgement. If the Audit Committee finds in accordance withnot that the performance is the policy, the Audit Committee shall inform the board of directors or the Managing Directors, to cooperate in finding a resolution.

Directors and the Executives Directors and the Executives Directors and the Executives The Company shall disclose There should be a verification of

• • • • Even if the Company and its subsidiaries should inform the Company of a relationship should inform the Company related to the or Connected-Transaction a conflict of interest;business that may create any Connected- should avoid performing cause a conflict of Transaction that may interest with the Company or its subsidiary; in case it is necessary to perform a transaction, and it is not a normal business operation, or has a different trade condition common with transactions regular from customers or outsiders, the Company should follow regulations set by the Stock Exchange of Thailand, the Capital Market Advisory Board, and the Securities and Exchange Commission; information concerning transactions that may cause a conflict of interest or Connected- Transaction in accordance with regulations specified by the Stock Exchange of Thailand, the Capital Market Advisory Board, and the Securities and Exchange Commission; any Connected-Transaction by the Internal verifications on report a and Division, Audit to the Audit Committee quarterly. There is also a guideline to control, verify, and check whether the transaction has truly been enacted in accordance with a contract, policy, or condition specified. Entering Into for Tendency Future the in Connected-Transactions have a policy to avoid Connected-Transactions that may cause a conflict of interest, the Company and its subsidiary may still have to perform Connected-Transactions between each

The Board of Directors’ meeting meeting of Directors’ Board The The Company has a policy concerning and legal a ensure to order In Guideline and Procedure for Approving Connected-Transactions for Guideline and Procedure Connected-Transactions between the Connected-Transactions between the Policy Concerning Policy Connected-Transactions 4/2015, on 24 November 2015, approved a 4/2015, on 24 November policy concerning Connected-Transactions a into entering when guidelines and with a trade Connected-Transaction a general trade agreement that has below: condition; details are covered Company and/or subsidiaries with a related person, with a notification to the Capital Securities Advisory Board and the Market and Exchange Commission. The Audit Committee is responsible for giving opinions concerning the reasonableness of the transaction, and also the suitability of the price of said transaction, by considering normal with compliance in conditions business practice within the industry, and/or comparing to the market price, and/or having as a price and condition at the same level to able being and/or transaction, outside an demonstrate that such transaction has a reasonable and fair price and conditions. In havenot does Committee Audit the that case the skills needed to consider the proposed Connected-Transaction, the Company shall provide an independent professional to give advice on such Connected-Transaction. transparent process, be prepared so as to disclose information in an adequate between Connected-Transactions for manner, related and subsidiaries or Company the persons, the Company has defined a policy and Guideline for performing such transactions as follows: Annual Report 2016 98 Performances Financial Position and BCPG Public Company Limited

99 July 2016 – Commercial operationJuly 2016 – Commercial September 2016 – Initial public September 2016 – Settlement of

• plant which isThe Nikaho solar power • public initial its made Company The • an(“Natosi”) Natosi Kaisha Godo indirect of Nikaho solar power plant project in Japanof Nikaho solar power located at Akita, Japan, with a contracted capacity of 8.8 megawatts (installed capacity of 13.2 megawatts) commenced commercial ofplants power solar 5 Therefore, operation. the Company have already commenced commercial operation with a total contracted capacity of 19.5 megawatts (total installed capacity of 26 megawatts). ofStock Exchange listing in the and offering Thailand offering (IPO) during 14-16 and 19-20 September, 2016, with an aggregate of price of THB590,000,000 shares at the IPO of this IPOshare. The purposes 10.00 per for the Company’sraise the capital were to local and international business expansions. The Company was listed in the Stock Ex- change of Thailand in the energy & utilities sector on September 28, 2016. legal dispute in Suimei project subsidiary, had a legal dispute with a third party (“Plaintiff”). The Plaintiff filed a case against Natosi and 3 project initiators of the “Defendant”)called (collectively project Suimei to the Tokyo District Court and alleged that it had ownership in said project. The estimat- billion2.2 JPY approximately was claim ed together with the delinquent charge at 6.0 percent per annum starting from April 29,

April 2016 – Additional investment April 2016 – Selected for the solar (2) Capital-increase shares for not for not (2) Capital-increase shares • The Group acquired 100.0% of shares • Three solar farm projects for agricultural (1) A 5.0 MW power plant located at (2) A 5.0 MW power plant located (3) A 2.0 MW power plant located at ordinary shares were completed on Marchordinary shares were 28, 2016. exceeding 600.0 million shares with a par value of THB 5.00 per share were allocated including(IPO), offering public initial the in but not limited to: (I) shareholders of BCP for their pre-emptive rights; and (II) general investors. in solar power plants in Japan (HMJ)Limited Company Japan Ming Huang in andlicenses key certain acquired also and plots of land to be utilized for the operation of solar power plants in Japan with a total contracted capacity of 30 megawatts (approximate installed capacity of 36 megawatts). farm projects for agricultural cooperatives cooperatives supported by the Group were selected by drawing lots and will be eligible to enter into the agreements with the withAuthority (“PEA”) Electricity Provincial the contracted capacity and installed capacity in an aggregate of 12 megawatts; namely, Wiset Chai Chan District, Ang Thong Province; at Bang Pa-in District, Phra Nakorn Sri at Bang Pa-in District, Phra Nakorn Sri Ayutthaya Province; and Phra Nakorn Sri Ayutthaya District, Phra Nakorn Sri Ayutthaya Province.

Summary of Significant Events in 2016 Summary of Significant March 2016 – Registered capital March 2016 – Transformation into February 2016 – First step in step in February 2016 – First

The Company’s registered capital The Company’s registered capital • The Company was registered as a The Company was registered as a The Company acquired solar power The Company acquired solar power • • (1) Capital-increase shares for not (1) Capital-increase shares for not increase to THB 10,000.00 million in prepa- in million 10,000.00 THB to increase ration for listing on the Stock Exchange of Thailand public limited company on March 25, 2016,25, March on company limited public and the par value of ordinary shares at THB 10.00 per share was changed to THB 5.00 per share, thereby increasing the Company’s number of shares from 370.00 million shares to 740 million shares. plants in Japan from SunEdison with the maximum contracted capacity of 164.1 a public limited company international business expansion by acquisitioninternational business expansion Japan from SunEdisonof solar power plants in ofinstalled capacity (maximum megawatts 200 megawatts). increase for not exceeding THB 6,300.00 million added its total registered capital increase from THB 3,700.00 to THB 10,000.00 million by an issuance of capital-increase ordinary shares for not exceeding 1,260.00 million shares with a par value of THB 5.00 per share. The allocations of capital-increase shares were: exceeding 660 million shares with a par exceeding 660 million shares with a par value of THB 5.00 per share were offered for sale to the existing shareholders of the Company subject to the right offering. The payments for this portion of capital-increase Annual Report 2016 100 Net profitafter forex Net profit Operating profit EBITDA Gross profit Sale (THB million) 1,000 1,500 2,000 2,500 3,000 3,500 500 0.0 increase of18.3%QoQ.Thenetprofitwas million oradecreaseof37.2%YoYandan operating profitoftheGroupwasTHB364.00 YoY andanincreaseof10.8%QoQ.The 533.49 millionoradecreaseof23.8% gains (loss)onforeignexchange)wereTHB (“EBITDA”) (excludingotherrevenuesand interest, taxes,depreciationandamortization by 1.3%YoYand3.6%QoQ.Earningsbefore total from electrical power sales, a decrease earned revenuesofTHB756.63millionin Limited anditssubsidiaries(“theGroup”) 1. Overview cooperatives supportedbytheGroupof agricultural cooperatives operation ofsolarfarmprojectsfor and thecasewasdropped. Plaintiff thatithadwithdrawnthecharges the judgereceivedconfirmationfrom reach settlementforthislegaldisputeand 2016, thePlaintiffandNatosiwereableto several liabilities.However,onSeptember30, 2015, whereastheDefendanthadjointand Business Performances ofBCPG’s Group In Q42016,BCPGPublicCompany Two solarfarmprojectsforagricultural • Summary oftheCompanyanditssubsidiaries’

Q4 2558 766.35 605.07 700.34 December 2016–Commercial 579.78 517.82 516.24 operating resultsfor 2016 Q3 2559 785.05 575.04 598.29 445.33 377.30 364.85

Q4 2559 756.63

513.39 533.49 364.00 24.3% YoY. was THB1,627.67million-adecreaseby (excluding gains (loss)onforeign exchange) decrease by 20.1% YoY. The net profit exchange) wasTHB2,663.00millionor other revenuesandgains(loss)onforeign increase of2.0%YoY.EBITDA(excluding revenues totalingTHB3,083.91millionoran profit wouldbeTHB545.96million. foreign exchange was not included, the net 36.7% YoYand10.4%QoQ.Iflosson recorded atTHB326.79million-droppedby of 177.0megawatts). of 125.0megawatts(totalinstalledcapacity operation withthetotalcontractedcapacity that havealreadycommencedcommercial has 10solarpowerplantsinThailand, Ayutthaya Province.Thus,theCompanynow Nakorn SriAyutthayaDistrict,Phra 2.0 MWpowerplantislocatedatPhra Chan District,AngThongProvince,andthe MW powerplantislocatedatWisetChai commenced commercialoperation.The5.0 installed capacityof7.0megawatts Companies withthetotalcontractedand 545.96 326.79 In FY2016,theGrouphadearned

3,024.23

2558 2,400.16 2,832.72 2,354.72 2,148.95 2,147.37

3,083.91

2559 2,261.65 2,263.00 1,661.48 1,627.67 1,541.33

BCPG Public Company Limited 101 8.1% Projects in Japan BSE-BRM1 Nakatsugawa Nikaho As of the end of 2016, the Group of of Group the of ratio Debt-to-Equity Intangible asset Long term loan Equities Companies recorded higher assets at THB 118.4% of or an increase million 25,488.56 when compared to the end of 2015. Over 55% of said assets were property, plant and equipment, followed by cash and cash equivalents, which accounted for 31.6% of total assets. Companies was equivalent to 0.89 times at the end of 2016, while it was1.97 times as of the end of 2015. THB 2016 million 3,083.91 BSE-BRM BSE-PRI Tarumizu PPE Short term loan Paid up capital & premium L+E BSE BSE-NMA Nojiri 2016 A 25,488.56 2015 THB million

L+E +118.4% 3,024.23 2015 A BSE-CPM1 Takamori 11,670.94 BCPG Cash and cash equivalents Other assets Other liabilities - 5,000 The Structure of Assets, Liabilities and Equity The Structure of Assets, Liabilities and Revenues from Each Operating Unit for 2015-2016 Unit for from Each Operating Revenues 10,000 20,000 25,000 30,000 (THB million) Annual Report 2016 102 100.0% Business Performances ofBCPG’sGroup Revenue StructureclassifiedbyGeography 2/ Netprofitexcludedgains(loss)onforeignexchange 1/ EBITDAandoperatingprofitexcludedotherincomegains(loss)onforeignexchange Remark: 2. Summaryofoperatingresults 25.0% 50.0% 75.0% Sale Net profitafterForex Net profit EBITDA Gross margin Operating profit EBITDA 0.0% 1/ 2/ 100.0% 2015 1/ Thailand Item 2/ 91.9% Japan 8.1% 2016 Q4 2015 516.24 517.82 579.78 700.34 766.35 701.74 605.07 Q3 2016 364.85 377.30 445.33 598.29 785.05 599.42 575.04 MW 100 125 150 75 Q4 2016 PPA 326.79 545.96 364.00 533.49 756.63 349.16 513.39 Q3 118.0 -36.7% -37.2% -23.8% -50.2% -15.2% 2015 YoY -1.3% 5.4% Production CapacitybasedonPPA Q2 Thailand +10.7 2016 -10.4% -18.3% -10.8% -41.8% -10.7% QoQ 44.7% -3.6% Q3 +8.8 2016 2,147.37 2,148.95 2,354.72 2,832.72 3,024.23 2,845.15 2,400.16 2015 Japan Q4 +7.0 2016 1,541.33 1,627.67 1,661.48 2,263.00 3,083.91 2,559.45 2,261.65 2016 (THB million) -28.2% -24.3% -29.4% -20.1% -10.0% YoY -5.8% 2.0% MW 144.5 PPA BCPG Public Company Limited

103 In 2016, the gross profit of the Group SunEdison of THB 226.59 million. was THB 2,261.65 million or a drop of 5.8% and expenses higher of result a as YoY higher amortization from fair value of new assets acquired from SunEdison Group in Japan while lower revenues were caused by external factors, such as unfavorable weather and lower electrical power tariff. and gains other revenues EBITDA (excluding THB to equivalent exchange) foreign on (loss) of 20.1% YoY a decline million or 2,263.00 was due to higher administrative expenses from business expansion, which were also reflected in the net profit amounting to THB 1,627.67 million or a drop of 24.3% YoY. million, decreased by 15.2% YoY and 10.7% and YoY 15.2% by decreased million, business from the unit cost of QoQ resulting high when compared in Japan being quite EBITDA (excluding with that in Thailand. For (loss) on foreign other revenues and gains THB 533.49 million exchange) equivalent to YoY or 10.8% QoQ or a decline of 23.8% expenses was due to higher administrative e.g. personnel from business expansion, expenses for the expenses, consulting fee, offering of IPO, and travelling cost, etc.. cost. time one was also expenses Some However, Q4 2016 net profit, excluding foreign loss, was equal to THB 545.96 million due QoQ and 44.7 5.4 YoY of an increase or to gain from bargain purchase from

The Group’s revenues from electrical the the Group recorded In Q4 2016, megawatts bringing the installed capacity up bringing the installed capacity megawatts to the in total. According to 418 megawatts the Group Business Acquisition Agreement, performance the realize to able be would Japan from in for its business results The Group has earnedJanuary 2016 onwards. THB 253.31 million revenues equivalent to of operation commercial the from 2016 in have However, some projects each project. for realization revenue the achieved yet not project Nikaho example, for year; whole the with the contracted capacity of 8.8 megawatts (installed capacity of 13.2 megawatts) started commercial operation in July, 2016. power sales have been mainly derived from its business in Thailand, which accounted for 91.8% of total revenues from electric sales. sales in electric the revenues from In 2016, Thailand amounted to THB 2,830.00 million, a decline of 6.4% YoY, which were mainly 2016 in country the in irradiance less to due as compared to 2015. Hence, the quantity dropped to 254,397 electricity of generated megawatts-hour or fell by 3.4% YoY. In gradually has that tariff base the addition, dropped to THB 3.14 per kWh from THB 3.48 per kWh in 2015 was another factor lowering revenues from electrical power sales. gross profit in the amount of THB 513.39

In February, 2016, the Group acquired For the business overview in FY2016, In Q4 2016, the Group posted revenue the Group posted revenue In Q4 2016, solar power plants from SunEdison Group. By the end of 2016, 5 projects have electrical power sales amounting to THB electrical power sales amounting to THB YoY, 2.0% by increased or million 3,083.91 the by affected positively been have which marginal revenues from its electricity generating business in Japan. This could compensate the weak revenues in Thailand base and quantity generating lower by caused tariff. commenced commercial operations (with megawatts) 26 of capacity installed total and another 9 projects have been under construction and development (with total installed capacity of 174 megawatts). Therefore, the generating capacity of the Group has increased by another 200 the Group has earned revenues from the Group has earned revenues from earnings from electrical power sales sales electrical power earnings from declineor a million 756.63 THB to amounting QoQ, mainly as a of 1.3% YoY and 3.6% in the country in result of (1) less irradiance 2015, and (2) the 2016 when compared with has gradually base tariff in the country per kWh in Q4 2015 dropped from THB 3.54 in Q4 2016, which to THB 3.06 per kWh from electrical resulted in lower revenues power sales. In addition, the winter in Japan caused less electrical power to be generated. Annual Report 2016 104 2.1. RevenuefromElectricitySales Revenue StructureofEachSolarPower Plant 1. SolarPower PlantsinThailand 1.1 BCPG Adder 1.2 BSE Adder 1.3 BSE-BRM Adder 1.4 BSE-BRM1 1.5 BSE-CPM1 1.6 BSE-NMA 1.7 BSE-PRI 2. SolarPower PlantinJapan 2.1 Nakatsugawaproject 2.2 Takamoriproject 2.3 Nojiriproject 2.4 Tarumizuproject 2.5 Nikahoproject Total Revenues Base tariff Base tariff Base tariff Base tariff Adder Base tariff Adder Base tariff Adder Base tariff Adder Feed-in-Tariff Item Q4 2015 766.35 145.86 155.27 766.35 61.36 65.75 16.54 39.44 16.32 38.88 16.90 40.02 16.13 38.45 34.08 81.35 ------Q3 2016 679.70 126.88 143.17 105.35 785.05 50.79 57.21 14.99 37.73 14.49 36.45 14.50 36.62 14.16 35.52 27.63 69.56 39.55 51.50 3.95 5.13 5.23 - Q4 2016 692.82 122.44 149.84 756.63 47.15 57.77 14.56 37.91 14.19 36.95 14.81 38.66 14.18 37.02 29.11 76.18 63.81 30.23 23.73 3.70 2.05 2.75 3.40 -23.2% -16.1% -12.1% YoY -12.0% -13.0% -12.4% -12.1% -14.6% -9.6% -3.5% -3.9% -5.0% -3.4% -3.7% -6.4% -3.6% n.a. n.a. n.a. n.a. n.a. n.a. n.a. QoQ -39.4% -30.4% -27.9% -35.0% -23.6% -7.2% -3.5% -2.9% -2.0% -1.3% 1.9% 1.0% 4.7% 0.5% 1.4% 2.1% 5.6% 0.1% 4.2% 5.3% 9.5% n.a. n.a. 3,024.23 3,024.23 2015 567.28 245.44 269.05 620.48 154.46 153.25 158.21 152.87 131.40 304.73 66.65 66.08 68.37 65.96 ------2,830.60 3,083.91 2016 204.45 513.60 240.16 602.50 155.05 149.81 154.97 148.56 118.67 299.44 253.31 130.23 61.50 59.46 61.37 59.01 12.58 17.89 17.33 75.28 2.05 (THB million) -16.7% -10.7% YoY -10.0% -10.2% -10.5% -6.4% -9.5% -2.9% -7.7% -2.2% -2.0% -2.8% -9.7% -1.7% 0.4% 2.0% n.a. n.a. n.a. n.a. n.a. n.a. n.a. BCPG Public Company Limited 105 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. 0.4% (MW-hr) -1.3% -2.8% -1.8% -2.1% -2.7% -7.8% -3.4% -9.8% YoY 977 162 200 3.14 5,818 1,284 1,319 40.00 37,632 18,671 19,466 18,836 10,106 19,495 75,681 64,254 19,504 2016 254,397 - - n.a. n.a. n.a. n.a. n.a. n.a. n.a. 3.48 38,130 19,212 19,826 19,231 19,418 77,790 69,716 2015 263,323 - n.a. n.a. 9.5% 4.2% 5.6% 1.4% 0.5% 4.7% 3.3% -3.5% -2.7% QoQ -52.8% -26.8% -26.9% -19.4% -26.6% -39.2% n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. -5.5% -4.7% -3.4% -5.3% -3.9% -3.3% -9.9% -5.1% YoY -13.7% 275 297 217 162 200 3.06 9,575 4,653 4,862 1,865 4,647 2,251 4,768 4,905 40.00 18,834 15,319 63,021 Q4 2016 - - 376 368 296 3.14 8,745 4,464 4,605 3,953 4,583 3,073 4,744 8,067 40.00 17,994 15,873 61,007 Q3 2016 - - n.a. n.a. n.a. n.a. n.a. n.a. n.a. 3.54 4,883 5,036 4,905 4,961 10,136 19,476 17,004 66,400 Q4 2015 (1)(3) Item (2)(4) (2) (2) CAYA BSE-PRI BSE-NMA Feed-in Tariff BSE-CPM 1 Nikaho BSE-BRM 1 Tarumizu BSE-BRM Nojiri BSE Takamori BCPG Nakatsugawa Production - Thailand Electricity production -Japan CWSC Averaged base tariff Production of Each Solar Power Plant Solar Power Production of Each Remark: (1) Base tariff rates mentioned above excluding Adder (2) Base tariff rate subject to electricity cost with Feed-in-Tariff scheme (3) Base tariff = THB per unit (4) Feed-in-Tariff = JPY per unit Annual Report 2016 106 which involved some expenses for personnel (1) risingexpensesrelatingtopersonnel, million, upby1,220.8%YoYmainlydueto administrative expensesatTHB600.17 expenses, andcorporatetax,etc. e.g. administrativeexpenses,electricity-water administrative expensesforprojectsinJapan, of 5powerplantsinJapan,and(2) (1) higherdepreciationandamortization million, upby31.8%YoYmainlydueto services oftheGrouptotaledTHB822.26 2.3. CostsandExpenses million. SuchprofitdroveotherincomesuptoTHB296.45millionin2016. was mainlyduetothegainonbargainpurchasewithSunEdisonregardingbusinessacquisitioninJapanamountingTHB226.59 2.2. OtherIncomes Other Incomes Other income Investment -interestincome Gain frombargainpurchase Others In FY2016,theGrouprecorded Administrative expenses In FY2016,thecostofsalesand Cost ofsalesandservices During Q4 2016, the Group earned other incomes amounting to THB 261.37 million, up by 8,669.2% YoY and 1,824.9% QoQ, which Item

Q4 2015 2.4. FinancialCost SunEdison.Group the businessacquisitioninjapanfrom Most expensesweretheconsultingfeefor for anaggregatesumofTHB183.96million. other consultingfee,organizationcost,etc. expenses relatingtobusinessacquisition, related tothenormalbusinessoperation,e.g. million whereassometransactionswerenot of consulting fee amounting to THB 208.50 personnel in Japan, and (2) higher amount and expansionaswellexpensesfor expenses fromthebusinessrestructuring recorded underBCP,andsomeincreasing in Thailandthat,previously,havebeen 2.98 2.66 0.32 - At the end of 2016, the Group recorded At theendof2016,Grouprecorded Q3 2016 13.58 11.09 2.49 - Q4 2016 226.59 261.43 20.26 14.58 8,669.2% 4,416.8% 662.0% YoY n.a.

1824.9% 712.0% QoQ 31.5% was mainlyanunrealizedloss. the 2nd half of 2016; however, this impact loss was from the depreciation of Yen during by financialInstitutes.Morespecifically,the in JapanandloansYencurrencygranted derived from itsinvestment in subsidiaries amounting toTHB86.34millionmainly realized thelossonforeignexchange 2.5. LossonForeign Exchange million or3.9%onaverage. Group’s financialcostwasatTHB349.32 pared totheendof2015.In2016, 10,150.22 million,upby39.1%whencom- the remaining amount of loans totaling THB n.a. At theendof2016,Company 2015 14.02 13.68 0.34 - 2016 226.59 296.45 26.76 43.10 (THB million) 12,620.9% 2,015.2% YoY 95.7% n.a.

BCPG Public Company Limited 107 48.2% Net margin 53.9% 2016 73.4% 73.3% 2016 1.10 Operating margin 70.7% 1.46 2015 EBITDA margin - 77.9% (THB/Share) 1.60 1.20 0.80 0.40 2015 93.7% Gross margin 79.4% 0 20.0% 50.0% 75.0% 100.0% Note: Calculation at the par value of THB 5.00 per share and weighted averaged number of common shares during the year. Note: Calculation at the par value of THB 5.00 per share and weighted averaged number Earning per Share Profitability 2.6. Profitability Annual Report 2016 108 retained earningsfromoperations. 13,516.71 millionorupby243.9%ascomparedtotheendof2015mainlyfromofferforsalescapital-increasesharesandhigher in Japan,loansfordebtrepaymenttoBCP,andprojectdevelopmentJapan.Theshareholders’equityincreasedTHB 11,971.85 millionora54.7%increaseascomparedtotheendof2015mainlyresultingfromloansforinvestmentsinpowerplantprojects Japan, andcashreceivedbytheofferforsalesofcapital-increaseshares(CPO).However,totalliabilitieswerealsohigheratTHB to theendof2015mainlyresultingfromadditionalassetsbusinessacquisitioninJapanSunEdison,projectinvestments 3.1. Overview 3. FinancialpositionoftheGroupCompanies mostly duetomorereceivablesfromtheCompany’sbusinessin Japan. and specialsavingaccount. existing shareholdersinMarch2016,theIPOSeptember2016 (details ofwhichappearin3.3),iscashthesavingaccount to theendof2015dueto: Current asset Summary ofFinancialPosition Othercomponentsofequity Retainedearning Paid-upcapitalandpremiumonshare Equities Non-currentliabilities Currentliabilities Total liabilities Non-currentassets Currentassets Total assets The debt-to-equityratiooftheGroupCompaniesdroppedfrom1.97timesatend2015to0.892016. At theendof2016,totalassetGroupwasrecordedatTHB25,488.56millionora118.4percentincreaseascompared (3) OthercurrentassetsamountingtoTHB232.26million,which were mostly fromcashrefundforvalueaddedtaxinJapan. (2) Accountsreceivablee.g.powerproducers/purchasersandother receivableswerehigheratTHB486.40million,which (1) CashincreasedtoTHB8,061.16million,whichwasmostlydue totheofferforsalesofcapital-increasesharesCompany’s At theendof2016,GrouprecordedahighercurrentassetTHB9,181.55millionoranincrease541.6percentascompared Item 10,239.99 11,670.94 3,741.03 3,929.99 6,939.23 7,740.95 1,430.96 188.97 801.72 2015 - 12,811.93 13,516.71 11,971.85 16,307.01 25,488.56 2,530.04 9,441.80 9,181.55 655.72 2016 (THB million) 48.91 (Times) 0.50 1.00 1.50 2.00 2.50 Debt toEquityRatio - 2015 1.97 2016 0.89 BCPG Public Company Limited 109 n.a. (THB million) (THB million) 59.2% 38.9% 10.3% 541.6% 655.3% 6,036.1% 1,605.1% 2,537.2% % Change % Change 10,786.9% 75,939.0% 9.29 87.26 2016 2016 232.26 700.00 486.40 401.73 2,015.83 9,181.55 7,361.16 16,307.01 14,194.63 of the solar power plants in Japan as acquired from SunEdison with the installed capacity of approximately 200 megawatts, which was assessed by an independent appraiser (in accordance with Thailand Financial Reporting Standard, No. 3 (revised 2015) on business combinations, totaling THB 1,789.64 million.

- 1.42 0.54 0.31 18.52 15.23 2015 2015 974.62 440.80 1,430.96 10,239.99 10,219.50 (2) Intangible assets amounting to THB million. Meanwhile, minor additional million. Meanwhile, minor additional investment has been made for the investment has been made for the business in Thailand in solar farm projects for agricultural cooperatives; therefore, the ratio of assets in type of land, and property, plant and equipment in Thailand to that in Japan was at 72:28 respectively. 2,015.83 million mainly due to the fair value

Item Item As of the end of 2016, the Group As of the end of 2016, the Group (1) Land and property, plant and (1) Land and property, plant and Non current assets Other non-current assets Intangible asset Deferred tax assets Non current assets Property Building and equipment Total current assets Current Assets Cash or cash equivalent Other receivable other current asset Short term investment Account receivable Details of Current Assets Details of Details of Non-Current Assets Non-current assets recorded higher non-current assets at THB 59.2 of increase an or million 16,307.01 percent as compared to the end of 2015 due to: equipment were recorded higher to be THB 14,194.63 million due to land and equipment 3,982.70 for THB in Japan of the business Annual Report 2016 110 due to: end of2015oranincrease of215.6% the at 2,530.04 million, up from THB 801.72 million recorded highercurrentliabilitiesofTHB investment inJapan,aswellloansfromfinancialInstitutesfor the business inJapan. end of2015dueto: Non-current liabilities 3.2. Liabilities Details ofCurrentLiabilities Total currentliabilities Other currentliabilities Income taxpayable Contingent liablities Financial lease Current portionoflong-termloanfromrelatedparties Current portionoflong-termloanfromfinancialInstitute Short termloanfromrelatedparties Short termloanfromfinancialInstitute Dividend payble Retention payable Other payable Payable -contruction Current liabilities (1) Long-termloansofTHB8,956.49millionderivedfromtheincreasing loansprovidedforrepaymentstoBCP,andbusiness At the end of 2016,the Group recorded higher non-current liabilities of THB 9,441.80million,risen by 36.1% as compared to the At theendof2016,Group Current liabilities Item

to THB502.16million,whichwerethe to THB126.03million. loans forthebusinessinJapanamounting accordance withtheloanagreementand Thailand amountingtoTHB977.92millionin from financialInstitutesforthebusinessin (2) Short-termprovisionsamounting (1) Currentportionoflong-termloans 801.72 300.20 145.48 210.00 120.35 2015 11.90 11.46 0.17 2.17 - - - -

projects foragriculturalcooperatives. from NagiprojectinJapanandthesolarfarm amounting toTHB176.46millionderiving specified in theShare Purchase Agreement. would bepaidwithin2017underconditions It wasanticipatedthatthissaidpayment estimated deferredpaymenttoSunEdison. (3) Projectconstructionpayables 2,530.04 1,103.96 502.16 298.49 309.43 176.46 2016 27.52 89.77 21.53 0.72 - - - % Change -100.0% -100.0% -100.0% 215.6% 131.2% 892.8% 658.9% 157.1% -93.7% (THB million) n.a. n.a. n.a. n.a.

BCPG Public Company Limited

111 - n.a. n.a. n.a. (THB million) (THB million) 36.1% 618.4% -100.0% 2016 1,654.3% % Change 1,094.44 2,904.71 4,957.33 8,956.49 - - 4.55 29.87 2016 - - 450.89 9,441.80 8,956.49 (2) Retained earnings amounting to THB earnings amounting (2) Retained the of components Other (3) 2015 5,692.33 1,246.64 6,938.97 655.72 million from the operating results of the for allocated be would which Group, the legal reserve amounting to THB 95.54 million, and the remaining amount would be the unappropriated retained earnings. shareholders’ equity amounting to THB shareholders’ equity amounting to THB 48.91 million derived from the currency conversion differences from Japanese Yen to Thai Baht.

- - - 0.26 2015 6,939.23 1,246.64 5,692.33 IPO for 590 million shares under the offer price of THB 10.00 per share for an aggregate of THB 5,900.00 million in September 2016. Such IPO involved: (a) paid-up capital amounting to THB 2,950.00 million, which added the paid-up capital to be THB 9,950.00 million; and (b) share premium after the deduction of expenses related to the capital increase (e.g. underwriting fee, consulting fee, and capital-increase registration charges) totaling THB 2,820.90 million. Item Item Deferred tax liabilities amounting to THB 450.89 million. Deferred tax liabilities amounting to THB 450.89 Remark: Proportion of THB to JPY loans was 59:41 respectively (Infomation as at the end of 2016) respectively (Infomation as at the end Remark: Proportion of THB to JPY loans was 59:41 (2) (1) Paid-up capital and share premium share and capital Paid-up (1) At the end of 2016, the Group had Loan from related party Loan from related Loan from financial Institutes Loan for Phase II Loan for investment in Japan solar plants Loan for investment in Loan for debt repayment to BCP and for other investment Loan for debt repayment Total loan Other liabilities Total liabilities Provision for the decommissioning cost Deferred tax liabilities Employee benefit obligations Non current liabilities Long term loan from financial Institute Long term loan from related parties Details of Non-Current Liabilities Details of Long-term Loans Details of amounting to THB 12,770.90 million from shares capital-increase of sales for offer the for an aggregate of THB 3,300.00 million to existing shareholders in March 2016, and the higher shareholders’ equity of THB 13,516.71 million, up from THB 3,929.99 million or an increase of 243.9% as compared to the end of 2015 due to: 3.3. Shareholders’ equity Annual Report 2016 112 of 2016was6.65timesortheaverage accounts receivableturnoverratioattheend and capitalincreaseasstatedin3.3.The of 2015duetoimprovedoperatingresults of theGroupgrewascomparedtoend 3.4. Key FinancialRatios Details ofShareholders’Equity Total equities Non-controlling interests Equity attributabletoownersoftheCompany Other componentsofequity Retained earnings Surplus onbusinessrestructuringundercommoncontrol Premium share Paid upcapital Equities At theendof2016,liquidityratio Item the operatingresultsofGroupand ratio wasimprovedupto0.89timesdue 138 days. times withtheaveragecollectionperiodof accounts payableturnoverratiowas2.61 collection periodwas54dayswhilethe At theendof2016,debt-to-equity 3,929.99 3,929.99 3,700.00 188.97 2015 41.03 - - - whereas EBITDAdropped. loans takenoutforthebusinessinvestment higher interestexpensesinlinewithmore coverage ratiodroppedto7.33timesdue capital increase. However, the interest 13,516.71 13,516.56 2,820.90 9,950.00 655.72 2016 41.03 48.91 0.15 % Change 243.9% 243.9% 247.0% 168.9% (THB million) 0.0% n.a. n.a. n.a.

BCPG Public Company Limited

113 0.00 (THB million) (THB million) 974.62 (65.62) 54 2016 2016 138 6,452.16 9,364.98 1,961.05 3.63 3.10 6.65 2.61 0.17 0.89 7.33 8.8% 7,361.16 (4,873.87) 13.3% 1/ (1.57) n.a. n.a. n.a. 2015 974.62 n.a. n.a. n.a. n.a. 2015 1,748.25 2,289.84 5,204.32 2,879.77 1.78 1.77 1.97 (3,061.90) (5,794.24) 13.65 from SunEdison in Japan, and the investment on the purchase of land for the solar projects in Japan. as compared to 2015 resulting from net cash flow from the operating results and cash from loans and capital increase in 2016 while net cash spent in investing activities was the expenses relating to the business acquisition Item Item As the Company did not prepare 2014 financial statement related to business combination of entities under common control, some statement related to business combination of entities under common control, some As the Company did not prepare 2014 financial

At the end of 2016, the Group had Remark: 1/ Effect of excahnge rate change on balances held in foreign currencies Impact on forex at the end of period Cash and cash equivalents at 31 December Cash and cash equivalents at 1 January Net increase in cash and cash equivalents Net cash from (used in) investing activities Net cash from (used in) financing activities Net cash from (used in) operating activities Liquidity ratio Current ratio Quick ratio Account receivable Turnover Average collection period (days) Average collection period Account payable turnover Average payment period (days) Efficiency ratio Return on assets Total asset turnover Financial policy ratio Debt to equity ratio Return on fixed assets DSCR ratio Details of Cash from (used in) Each Activities cash and cash equivalents amounting to THB 7,361.16 million or an increase of 655.3% 4. Cash flow of the Company and subsidiaries Key Financial Ratios Key financial ratios are unable to be calculated the averaged ratio in 2015. financial ratios are unable to be calculated the averaged Annual Report 2016 114 and consistently adhering with careful applying the appropriate accounting policies under theAccountingActB.E.2543, Development, datedSep12,2011,issued notification oftheDepartmentBusiness compliance withrulesandregulationsforthe their transactions in financial statements in Professions Act,B.E.2547,whichpresents accounting principles under the Accounting in accordancewithgenerallyaccepted 2016. Thefinancialstatementswerestated information asshownintheAnnualReport Public CompanyLimited,includingfinancial the companyfinancial statements of BCPG for theconsolidatedfinancialstatementsand Non-Financial InformationofSecuritiesIssuers. for DisclosureregardingFinancialand on Rules,ConditionsandProcedures the CapitalMarketSupervisoryBoard Exchange ActB.E.2535,andNotificationof Accounting ActB.E.2543,Securitiesand Public LimitedCompaniesAct,B.E.2535, Company Limited,inaccordancewith Board ofDirectorstheBCPGPublic results for2016havebeenpreparedbythe 10.5 MW from NagiProject(14.4MWinstalled capacity/ In Japan,BCPGwillstarttoearnrevenue least 20%increaseinEBITDAfrom2016. 5. BusinessOutlookin2017 The BoardofDirectorsisresponsible The financialstatementandoperating In 2017, the company estimates at Report fromBoardofDirectorsconcerningFinancial PPA installedcapacity)whichwill

matters whichappearintheReportof the AuditCommitteewithregardto Stock Exchange of Thailand. The opinions of made adequate disclosure asrequired bythe of interest,toensurethattheCompanyhas or transactionsthatpotentiallyhaveconflicts effective, andtoreviewcross-transactions audit systemstobeaccurate,adequateand cial reports,internalcontrols, and internal accounting policies,thequalityoffinan- Stock ExchangeofThailand(SET)toreview members alignedwiththeregulationsof who arequalifiedindependentcommittee Directors hasappointedtheAuditCommittee, operations. In this regard, the Board of and topreventfraudmateriallyirregular complete, andsufficienttomaintainassets that theaccountingdataareaccurate, internal controlsystemtoreasonablyensure and maintainedanappropriateefficient investors inamanner. ments, forthebenefitofshareholdersand the notesaccompanyingfinancialstate- cant topicswastransparentlydisclosedin In addition,sufficientinformationonsignifi- discretion andbesteffortsinthepreparation. installed capacity/8.8 MW in Akitaprefecture(13.2MW Project Nikaho the firstyear,registerfullyearincomefrom commercially operateinMarchandwill,for projects (approximately 12.0 MW total there willbemorerevenuefromSolarCoop The BoardofDirectorshasprovided Mr. PichaiChunhavajira Chairman -Signed- PPA ) while in Thailand,

all relevantrulesandregulations. out accuratelyinaccordancewithlawand accepted accountingprinciples,andcarried and preparedinconformitywithgenerally year ending31December2016,arereliable financial statementsoftheCompanyfor the consolidatedfinancialstatementsand can assure with reasonableconfidence that system oftheCompanyissatisfactory,and opinion that the overall internal control this annualreport. appears intheauditor’sreport,isshown standards. TheAuditor’sopinion,which conformity withgenerallyacceptedauditing to examineandexpresshisopinionin and documentstoenabletheAuditor of Directorsprovidedallrelevantinformation Phoomchai AuditLtd.Intheaudit,Board Company’s Auditor,namelyKPMG the Companyhavebeenauditedby and thecompanyfinancialstatementof annual report. Audit Committee,arealreadyshowninthis immediately thisyear. they will generate revenue and profit been set aside. If all proceed as planned, 16,000 Million THB investment budget has from newinvestmentprojectsforwhichover installed capacity).Furtherincomewillcome The BoardofDirectorsisthe The consolidatedfinancialstatements Mr. BunditSapianchai President -Signed-

BCPG Public Company Limited

115 31 December 2016 and Financial Financial statements Independent Auditor’s Report Financial statements for the year ended the Financial statements for and its Subsidiaries and its Independent Auditor’s Report BCPG Public Company Limited Company BCPG Public (Formerly: BCPG Company Limited) (Formerly: Key Audit Matters in my audit of the consolidated Key audit matters are those matters that, in my professional judgment, were of most significance Basis for Opinion under those standards are further I conducted my audit in accordance with Thai Standards on Auditing (TSAs). My responsibilities In my opinion, the accompanying consolidated and separate financial statements present fairly, in all material respects, the financial material respects, the statements present fairly, in all separate financial and consolidated opinion, the accompanying In my Opinion financial statements of BCPG Public Company Limited and its subsidiaries (the “Group”) I have audited the consolidated and separate To the Shareholders the To and separate financial statements of the current period. These matters were addressed in the context of my audit of the consolidated of the audit of my context in the were addressed These matters period. current of the statements separate financial and I do not provide a separate opinion on these and separate financial statements as a whole, and in forming my opinion thereon, and described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of my report. I am described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Accountants issued by the Federation independent of the Group and the Company in accordance with the Code of Ethics for Professional Majesty the King that is relevant to my audit of the consolidated and separate Patronage of His under the Royal Professions of Accounting audit the that believe I requirements. these with in accordance responsibilities ethical other my fulfilled I have and statements, financial for my opinion. evidence I have obtained is sufficient and appropriate to provide a basis position of the Group and the Company, respectively, as at 31 December 2016 and their financial performance and cash flows for the position of the Group and the Company, respectively, as at 31 December 2016 and their year then ended in accordance with Thai Financial Reporting Standards (TFRSs). equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory equity and cash flows for the year then ended, information. matters. and of BCPG Public Company Limited (the “Company”), respectively, which comprise the consolidated and separate statements of finan- separate and consolidated the which comprise respectively, “Company”), (the Limited Public Company BCPG of and in consolidated and separate statements of income and comprehensive income, changes cial position as at 31 December 2016, the Annual Report 2016 116 audit. Ialso: separate financialstatements. aggregate, theycouldreasonablybeexpectedtoinfluencetheeconomic decisionsofuserstakenonthebasistheseconsolidatedand material misstatementwhenitexists.Misstatementscanarisefrom fraudorerrorandareconsideredmaterialif,individuallyinthe assurance isahighlevelofassurance,butnotguaranteethat anauditconductedinaccordancewithTSAswillalwaysdetecta free frommaterialmisstatement,whetherduetofraudorerror, and toissueanauditor’sreportthatincludesmyopinion.Reasonable alternative buttodoso. basis ofaccountingunlessmanagementeitherintendstoliquidatetheGroupandCompanyorceaseoperations,hasnorealistic Company’s abilitytocontinueasagoingconcern,disclosing,applicable,mattersrelatedconcernandusingthegoing and separatefinancialstatementsthatarefreefrommaterialmisstatement, whetherduetofraudorerror. accordance withTFRSs,andforsuchinternalcontrolasmanagementdeterminesisnecessarytoenablethepreparationofconsoli dated consolidated andseparatefinancialstatementsormyknowledgeobtained in theaudit,orotherwiseappearstobemateriallymisstated. identified abovewhenitbecomesavailableand,indoingso,considerwhethertheotherinformationismateriallyinconsistentwith form ofassuranceconclusionthereon. to bemadeavailablemeafterthedateofthisauditor’sreport. but doesnotincludetheconsolidatedandseparatefinancialstatementsmyauditor’sreportthereon.Theannualisexpected inherently uncertain,therefore,thisisfocusareainmyaudit. consideration isrequiringjudgmentbythemanagementandare contingent consideration,theestimationofadditional and significant assumptions. In addition, the Group has additional fair value assessment of intangible assets are based onestimate valuation ofthefairvalueassetsandliabilitiesacquired.The in Japan.TheGroupengagedindependentappraisertoprovide During 2016,theGroupcompletedacquisitionofSolarbusiness Refer toNote4thefinancialstatements. Business acquisition As partofanauditinaccordance withTSAs,Iexerciseprofessionaljudgmentandmaintain skepticismthroughoutthe My objectivesaretoobtainreasonableassuranceaboutwhetherthe consolidatedandseparatefinancialstatementsasawholeare Auditor’s ResponsibilitiesfortheAuditofConsolidatedandSeparate Financial Statements Those chargedwithgovernanceareresponsibleforoverseeingthe Group’sandtheCompany’sfinancialreportingprocess. In preparingtheconsolidatedandseparatefinancialstatements,managementisresponsibleforassessingGroup’s Management isresponsibleforthepreparationandfairpresentationofconsolidatedseparatefinancialstatementsin Responsibilities ofManagementandThoseChargedwithGovernancefortheConsolidatedSeparateFinancialStatements In connectionwithmyauditoftheconsolidatedandseparatefinancialstatements,responsibilityistoreadotherinformation My opinionontheconsolidatedandseparatefinancialstatementsdoesnotcoverotherinformationIwillexpressany Management isresponsiblefortheotherinformation.Theinformationcomprisesincludedinannualreport, Other Information The key auditmatter acquisition. the adequacyofgroup’sdisclosuresinrespectbusiness contingent considerationestimatedbythemanagement.Iconsidered mathematical accuracy.Iassesstheappropriatenessofadditional methodology adoptedindeterminingfairvalueandtestingthe I engageKPMGvaluationspecialisttoassistinverifyingthe independence & qualification. I challenge the significant assumptions. My proceduresincludedtheevaluatingindependentappraiser How thematterwasaddressedinaudit

BCPG Public Company Limited

117 -Signed- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Obtain sufficient appropriate audit evidence Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the Evaluate the overall presentation, structure Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit the on based accounting and, of basis concern going of the use management’s appropriateness of the on Conclude Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures related disclosures and estimates of accounting reasonableness the and used policies accounting of appropriateness the Evaluate Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the order to design audit procedures that are appropriate of internal control relevant to the audit in Obtain an understanding Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to whether due separate financial statements, of the consolidated and misstatement assess the risks of material Identify and I also provide those charged with governance with a statement that I have complied with relevant ethical requirements with a statement that I have complied with relevant ethical requirements I also provide those charged with governance Mr.Natthaphong Tantichattanon Certified Public Accountant Registration No. 8829 KPMG Phoomchai Audit Ltd. Bangkok 2017 14 February I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and I communicate with those charged with governance • matters that were of most significance in From the matters communicated with those charged with governance, I determine those • • • • • significant audit findings, including any significant deficiencies in internal control that I identify during my audit. deficiencies in internal significant audit findings, including any significant Group to express an opinion on the consolidated financial statements. I am responsible for the direction, supervision and performance of Group to express an opinion on the consolidated for my audit opinion. the group audit. I remain solely responsible are therefore the key audit matters. I describe the audit of the consolidated and separate financial statements of the current period and public disclosure about the matter or when, in extremely rare report unless law or regulation precludes in my auditor’s these matters the adverse consequences of doing so would circumstances, I determine that a matter should not be communicated in my report because reasonably be expected to outweigh the public interest benefits of such communication. disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner a in events and transactions underlying the represent statements financial separate and consolidated the whether and disclosures, that achieves fair presentation. on that may reasonably be thought to bear relationships and other matters with them all to communicate independence, and regarding safeguards. my independence, and where applicable, related evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s events or conditions that may cast significant a material uncertainty exists related to evidence obtained, whether attention draw required to am exists, I uncertainty material a that conclude I If concern. going a continue as to ability Company’s the and in the consolidated and separate financial statements or, if such disclosures are inadequate, in my auditor’s report to the related disclosures uture on the audit evidence obtained up to the date of my auditor’s report. However, f to modify my opinion. My conclusions are based the Company to cease to continue as a going concern. events or conditions may cause the Group and made by management. made by management. circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal control. the effectiveness of the Group’s and the for the purpose of expressing an opinion on circumstances, but not fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate and sufficient is that evidence audit obtain and risks, those to responsive procedures audit perform and design error, or fraud one resulting fraud is higher than for resulting from a material misstatement The risk of not detecting basis for my opinion. to provide a control. misrepresentations, or the override of internal involve collusion, forgery, intentional omissions, from error, as fraud may Annual Report 2016 118 The accompanying notesare an integral these of part financial statements. Total current assets assets current Total Othercurrent assets Refundable value added tax Investments in subsidiaries assets Non-current Property,plant equipment and Short-term loansto related parties Other receivables Deferred tax assets Intangible assets Trade accounts receivable Assets Total non-current assets assets non-current Total Othernon-current assets Long-term loansto related parties Total assets Total Current investments equivalents cash Cash and Current assets Statement of financialposition (Formerly: Company BCPG Limited) PublicBCPG Company Limited its and Subsidiaries Statement offinancialposition (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries 5, 10 5, 14 Note 5, 8 5, 11 12 5 9 7 6

Consolidated financial statements financial Consolidated 14,194,632,358 16,307,011,639 25,488,556,875 9,181,545,236 2,015,829,724 7,361,159,641 230,208,494 401,733,734 486,395,212 700,000,000 2016 87,261,329 2,048,155 9,288,228 31 December 5 - - -

10,219,504,362 10,239,987,227 11,670,943,482 1,430,956,255 440,798,439 974,618,872 2015 15,233,500 18,516,043 1,422,100 286,420 544,722 19,024 - - - - (in Baht)

19,319,573,765 6,353,336,375 2,932,760,113 9,577,485,281 3,100,874,459 9,742,088,484 5,754,696,857 Separate financial statements financial Separate

116,737,714 260,000,000 700,000,000

2016

72,141,900 18,645,954

1,148,697 9,231,696

31 December

- -

10,034,444,224 6,333,336,500 3,241,082,996 9,592,678,240 441,765,984 364,957,633 2015 68,966,449 17,752,848 7,536,458 286,420 505,896 19,024 - - - - BCPG Public Company Limited 119 ------26,880 119,396 72,616,444 2015 300,198,667 210,000,000 582,841,991 6,275,291,332 5,692,449,341 5,692,329,945

------

31 December 1,674,509 1,630,433

44,392,655

2016 825,721,917 298,489,620

Separate financial statements 6,122,874,915 4,952,640,290 4,950,965,781 1,170,234,625

(in Baht)(in ------259,631 170,895 2,168,656 11,900,880 11,458,767 2015 145,475,044 120,345,140 300,198,667 801,718,049 210,000,000 7,740,951,978 5,692,329,945 6,939,233,929 1,246,644,353

- - - - 6 31 December 716,866 4,554,593 21,531,415 89,768,786 27,520,081 29,870,196 2016 176,464,040 309,433,553 298,489,620 450,886,860 502,155,651 1,103,961,836 2,530,041,848 9,441,803,565 8,956,491,916 11,971,845,413 Consolidated financial statements

4 14 15 14 14 14 Note 5, 13 5, 29 5, 14 5, 5, 14 5, 5, 14 5, BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) BCPG Company (Formerly: position of financial Statement BCPG Public Company Limited and and its Subsidiaries and and its Limited Company BCPG Public Limited) BCPG Company (Formerly: Statement of financial position financial of Statement Current liabilities Current Project construction payables Current portion of finance lease liabilities of lease finance portion Current Employee benefitEmployee obligations Total liabilities Other payables Other Retention payable payable Dividend Currentportion of loans long-term institutions financial from Currentportion of loans long-term party related from liabilities tax Deferred Long-term loans from related party related from loans Long-term Liabilities and equity and Liabilities Short-term loans from financial institutions financial from loans Short-term party related from loans Short-term Total current liabilities Short-term provision Short-term liabilities current Other cost decommissioning for the Provision Total non-current liabilities Non-current liabilities institutions financial from loans Long-term Income tax payable tax Income The accompanying notes are an integral part of these financial statements. financial partof these integral an are notes accompanying The Annual Report 2016 120 The accompanying notesare an integral these of part financial statements. Non-controlling interests Company the of owners Equityto attributable equity of components Other Unappropriated Liabilitiesand equity Issued and paid-up share capital Authorised share capital Share capital: Equity Total liabilitiesandequity Total equity Total Premium on ordinary shares Additional capital paid-in common control Surpluson business restructuring under Legal reserve Appropriated Retained earnings Statement of financialposition (Formerly: Company BCPG Limited) PublicBCPG Company Limited its and Subsidiaries Statement offinancialposition (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries (PichaiChunhavajira) Chairman Note 1, 17 16 17 18

Consolidated financial statements financial Consolidated 13,516,564,508 10,000,000,000 25,488,556,875 13,516,711,462 9,950,000,000 2,820,904,051 560,183,035 2016 48,914,130 41,025,877 95,537,415 146,954 31 December 7

11,670,943,482 3,929,991,504 3,700,000,000 3,700,000,000 3,929,991,504 188,965,627 2015 41,025,877 - - - - (in Baht) (Bundit Sapianchai)

13,196,698,850 19,319,573,765 10,000,000,000 13,196,698,850 President 9,950,000,000 2,820,904,051 Separate financial statements financial Separate

330,257,384 2016

95,537,415 31 December

- - -

10,034,444,224 3,759,152,892 3,700,000,000 3,759,152,892 3,700,000,000 2015

59,152,892

- - - - - BCPG Public Company Limited 121 - - - 31 0.46 25,521 (505,896) 1,578,834 44,657,985 68,671,049 18,439,901 17,489,499 37,508,234 17,199,325 75,846,321 58,646,996 59,152,892 59,152,892 59,152,892 2015 to 113,354,555 2015 December 17 July

For the period from For

- - - 1.03

348,931

(8,730,105) 82,438,717 746,846,899 231,551,520 327,162,842 641,153,079 237,609,770 2016 Separate financial statements Separate 1,564,049,275 2,311,245,105 1,670,092,026 1,432,482,256 1,441,212,361 1,441,212,361 1,441,212,361

31 December For the year ended the year For

(in Baht) (in - 1.46 15.20 338,804 1,579,683 13,676,890 45,438,246 11,415,438 624,063,222 671,081,151 208,374,299 188,779,576 2015 3,024,226,269 3,038,241,963 2,367,160,812 2,158,786,513 2,147,371,075 1,958,591,499 2,147,371,075

- - 1.10

26,763,521 43,099,031 86,340,577 (19,051,046) 226,592,414 822,261,990 600,170,392 349,320,373 2016 For the year ended 31 December the year For 3,083,912,597 3,380,367,563 1,508,772,959 1,871,594,604 1,522,274,231 1,541,325,277 1,541,325,277 1,541,325,277 8 Consolidated financial statements Consolidated

4 5 26 28 Note 5, 20 5, 21 5, 22 5, 25 BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) BCPG Company (Formerly: of income Statement BCPG Public Company Limited and andCompany its Subsidiaries Limited BCPG Public BCPG Company(Formerly: Limited) Statement of income Statement Other income Income fromRevenue sale and of services rendering purchase on bargain Gain Investment income Investment Total income Total Expenses of saleCost and of services rendering expenses Administrative exchange on foreign Net loss Total expenses Total Profit before finance costs and income tax expense tax income and costs finance before Profit expense tax income before Profit Finance costs Finance taxIncome expense (benefit) year/period the for Profit to attributation Profit shareholders before restructuring business Former Shareholders after restructuring business Profit for the year/period the for Profit Basic earnings per share Profit attributable to former shareholders before restructuring business Profit attributable to shareholders after restructuring business The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The Annual Report 2016 122 The accompanying notes are an integral part of these financial statements. Statement ofincome (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries before business restructuring before shareholders former to attributable Profit Total comprehensive income attributation to Total comprehensive income for the year/period Total comprehensive income for the year/period business restructuring after shareholders to attributable Profit Foreign forforeign operations differences currency translation loss or profit to subsequently reclassified be may or are that Items Defined benefit plan actuarial losses, net of income tax or profit loss to reclassified not be will that Items Other comprehensive income year/period forthe Profit net of income tax Other comprehensive income for the year/period, Statement of comprehensive income comprehensive of Statement (Formerly: BCPG Company Limited)(Formerly:Company BCPG PublicBCPG Limited Subsidiaries its Company and and (Pichai Chunhavajira) (Pichai Chairman

Consolidated statements financial 9 1,590,256,623 1,590,256,623 1,541,325,277 1,590,256,623 For year the 31December ended 2016

48,914,130 48,931,346 48,914,130

17,216 17,216

2,147,557,126 2,147,557,126 2,147,371,075 1,958,591,499 2015 188,965,627 186,051 186,051 186,051 - - (in Baht) (Bundit Sapianchai)

For year the ended 31 December President

1,441,229,577 1,441,229,577 1,441,229,577 1,441,212,361 Separate statements financial 2016

17,216 17,216 17,216

- - -

For from period the

July 17 July December 2015 to 2015 to 59,152,892 59,152,892 59,152,892 59,152,892 31 ------

BCPG Public Company Limited

123 statements. financial these of part integral an are notes accompanying The

Balance at 31 December 2015 December 31 at Balance 3,929,991,504 - 188,965,627 41,025,877 3,700,000,000

Total comprehensive income for the year the for income comprehensive Total 2,147,557,126 1,958,591,499 188,965,627 - -

Other comprehensive income comprehensive Other 186,051 - 186,051 - -

ุน ท ด ำ ข ือ ร ห ร ไ ำ ก ) ( loss or Profit 2,147,371,075 1,958,591,499 188,779,576 - -

Comprehensive income for the year the for income Comprehensive

directly in equity in directly (6,866,134,031) (4,395,700,908) - 41,025,877 (2,511,459,000)

Total transactions with owners, recorded recorded owners, with transactions Total

Dividends (812,384,663) (812,384,663) - - -

business restructuring business

Distribution to former shareholders before before shareholders former to Distribution

Business restructuring Business (9,753,749,368) (3,583,316,245) - 41,025,877 (6,211,459,000) 1

Issue of ordinary shares ordinary of Issue 3,700,000,000 - - - 3,700,000,000 16

Contributions by owners of the company the of owners by Contributions

in equity in

Transactions with owners, recorded directly directly recorded owners, with Transactions

Balance at 1 January 2015 January 1 at Balance 6,211,459,000 - - 2,437,109,409 8,648,568,409

Year ended 31 December 2015 December 31 ended Year

(in Baht) (in

common control common share capital share Note Unappropriated Unappropriated equity

restructuring under under restructuring Issued and paid-up paid-up and Issued

Retained earnings Retained Total restructuring

Surplus on business business on Surplus

before business business before

Retained earnings earnings Retained

Consolidated financial statements financial Consolidated

Statement of changes in equity in changes of Statement

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

Statement of changes in equity in changes of Statement

BCPG Public Company Limited and and its Subsidiaries its and and Limited Company Public BCPG

(Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG Public Company Limited and and its Subsidiaries its and and Limited Company Public BCPG Annual Report 2016 124 BCPG Public Company Limited and and its Subsidiaries BCPG Public Company Limited and and its Subsidiaries (Formerly: BCPG BCPGCompany CompanyLimited) Limited) Statement of changes of in equity changes in equity

Consolidated financial statements Other components of Surplus on business Retained earnings equity Issued and paid-up Premium on ordinary restructuring under Currency translation Equity attributable to Non-controlling Note share capital shares common control Legal reserve Unappropriated differences owners of the Company interests Total equity (in Baht) Year ended 31 December 2016 Balance at 1 January 2016 3,700,000,000 - 41,025,877 - 188,965,627 - 3,929,991,504 - 3,929,991,504

Transactions with owners, recorded directly in equity Contributions by and distributions to owners of the Company Issue of ordinary shares 16, 17 6,250,000,000 2,820,904,051 - - - - 9,070,904,051 - 9,070,904,051 Dividends to owners of the Company 29 - - - - (1,074,587,670) - (1,074,587,670) - (1,074,587,670) Total contributions by and distributions to owners of the Company 6,250,000,000 2,820,904,051 - - (1,074,587,670) - 7,996,316,381 - 7,996,316,381

Changes in ownership interest in subsidiaries Acquisition of subsidiaries with non-controlling interests 4 ------146,954 146,954 Total changes in ownership interest in subsidiaries ------146,954 146,954 Total transactions with owners, recorded directly in equity 6,250,000,000 2,820,904,051 - - (1,074,587,670) - 7,996,316,381 146,954 7,996,463,335

Comprehensive income for the year Profitก ำorไ รlossหรอื (ขำดทนุ ) - - - - 1,541,325,277 - 1,541,325,277 - 1,541,325,277 Other comprehensive income - - - - 17,216 48,914,130 48,931,346 - 48,931,346 Total comprehensive income for the year - - - - 1,541,342,493 48,914,130 1,590,256,623 - 1,590,256,623

Transfer to legal reserve 18 - - - 95,537,415 (95,537,415) - - - -

Balance at 31 December 2016 9,950,000,000 2,820,904,051 41,025,877 95,537,415 560,183,035 48,914,130 13,516,564,508 146,954 13,516,711,462

The accompanying notes are an integral part of these financial statements. 11 BCPG Public Company Limited 125 - - 17,216

59,152,892 59,152,892 20,000,000

3,759,152,892 1,441,229,577 3,759,152,892 1,441,212,361 3,680,000,000 9,070,904,051 3,680,000,000 7,996,316,381

(1,074,587,670) 13,196,698,850 Total equity

- - - - -

17,216

59,152,892 59,152,892 59,152,892 59,152,892 (95,537,415) 330,257,384

1,441,229,577 1,441,212,361 (1,074,587,670) (1,074,587,670)

Unappropriated

------Retained earnings 95,537,415 95,537,415

(in Baht) (in Legal reserveLegal

Separate financial statements ------2,820,904,051 2,820,904,051 2,820,904,051

Premium on ordinary shares

------

12 20,000,000 3,700,000,000 3,700,000,000 9,950,000,000 3,680,000,000 6,250,000,000 6,250,000,000 3,680,000,000

share capital

Issued and paid-up paid-up and Issued 18 16 16 29 Note 16, 17 16,

) ) ุ ุ น น ท ท ด ด ำ ำ ข ข ( (

ื ื อ อ หร หร ร ร ไ ไ ำ ำ

ก ก the Company the Other comprehensive income Contributions by and distributions to owners of of owners to distributions and by Contributions Company the of Issue ordinary shares Profit or loss Other comprehensive income Profit or loss Contributions by owners of the Company Company the of owners by Contributions of Issue ordinary shares Dividends to owners of the Company of the owners to Dividends of owners to distributions and by contributions Total Total contributions by owners of the Company the of owners by contributions Total BCPG Public Company Limited and and its Subsidiaries and and its Company Limited Public BCPG Company Limited) BCPG (Formerly: Statement of changes in equity in changes of Statement Balance at 31 December 2015 31 December at Balance Year ended 31 December 2016 2016 1 January at Balance Total comprehensive income for the period Total comprehensive income for the year Transfer to legal reserve Balance at 31 December 2016 31 December at Balance Transactions owners, with recorded directly in equity For the period from 17 July 2015 to 31 December 2015 31 December 2015 to 17 July from period For the 2015 17 July at capital share issued Initial Transactions owners, with recorded directly in equity Comprehensiveincome for the period Comprehensive income for the year BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: in equity of changes Statement The accompanying The notes are integral an part of these financial statements. Annual Report 2016 126 Purchase of property, plant and equipment received Dividends Cash outflow from investment insubsidiaries Short-term loans to related parties Short-termloans to related Purchase of intangible assets subsidiary beforebusiness restructuring Cash outflow from capital distribution of investment current in decrease (Increase) Net cash outflow on acquistion of subsidiaries Long-term parties loans to related Interest received received Interest Cash flows investing from activities Income tax paid activities operating from in) generated (used Cash Net cash from (used in) operating activities activities operating in) (used from Netcash Employeebenefit obligations Othercurrent liabilities Retention payable payablesOther Othernon-current assets receivables Other receivables Trade accounts Changes inoperating assets andliabilities Income tax expense (benefit) Provision forProvision employeebenefit Investment income Other current assets current Other tax valueRefundable added Loss on disposal of asset Unrealised loss on foreign exchange Net cash used in investing activities activities investing in used Netcash Profit for year/period the Cash flows operating from activities Depreciation and amortisation Adjustments for Finance costs Gain on bargain purchase Statements ofcashflows (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries Statements of cash flows cash of Statements (Formerly: BCPG Company Limited) Subsidiaries its and and Limited Company Public BCPG The accompanying notes arean integral part of these financial statements.

Consolidated financial statements financial Consolidated (3,053,443,242) (4,873,871,346) 1,541,325,277 For the year ended 31 December For year 31 the ended 1,973,927,937 1,961,054,103 2,277,585,941 (177,797,881) (700,000,000) (962,736,249) (190,421,851) (124,604,583) (226,592,414) 601,519,224 349,320,373 2016 (12,873,834) (31,952,231) (20,513,785) (19,051,046) (26,763,521) 20,106,026 10,636,807 19,362,759 42,137,177 53,001,763 (6,424,855) (1,877,442) 4,718,438 107,847 13 - - - - -

(4,085,103,500) (2,300,000,000) (5,794,245,218) 2,147,371,075 2,884,597,476 2,879,773,892 2,833,296,069 608,277,965 477,991,487 208,374,299 2015 (31,753,886) (13,676,890) 14,334,203 23,240,415 23,300,672 11,415,438 (4,823,584) (5,089,618) 1,579,683 9,607,301 (829,606) 563,128 240,977 559,215 (50,100) ------(in Baht)

For year the ended 31 (3,115,723,426) (1,564,049,275) (2,614,242,898) 1,489,071,000 1,441,212,361 Separate financial statements financial Separate December (700,000,000) (260,000,000) 258,607,277 162,142,973 237,609,770 2016 (21,097,943) (13,597,503) (47,771,265) (19,999,850) 259,736,950 322,750,233 13,907,321 52,987,875 (1,129,673) (8,730,105) (3,534,488) 1,603,553 1,576,634

(400,000) 286,420

------

For the period fromFor period the

17 July (6,333,336,500) (6,288,854,293) December 2015 (68,966,449) (44,657,985) 2015 42,740,985 21,728,053 13,752,105 17,199,325 59,152,892 (6,594,750) (6,613,774) (5,735,485) 46,638,671 1,902,422 1,578,834 (161,200) (505,896) (286,420) 119,396 (19,024) 26,880 to to 31 ------BCPG Public Company Limited 127 ------31 16 to 266. , (1,574,300) 2015 3 2015 210,000,000 366,531,933 364,957,633 2,752,000,000 3,700,000,000 6,662,000,000 December The CompanyThe July July . 17

For the periodFor from

------

(2,100,784) 2016 620,000,000 364,957,633 (301,666,497) (776,098,050) (830,000,000) (568,913,875) December Separate financial statements 6,551,250,000 1,500,000,000 9,070,904,051 7,747,475,629 5,391,840,008 5,754,696,857 (in Baht) (in (7,518,000,000) 31 For the year ended the year For

. million to finance the transaction the finance to million ------266 , (563,294) 3 (1,574,300) million in cash million 2015 210,000,000 974,618,872 (204,091,864) (812,384,663) (440,644,991) 2,752,000,000 3,700,000,000 5,204,315,188 2,289,843,862 1,748,254,258 16 (3,061,904,948) . 0

MW from parent company for a total consideration a total Baht parent for of company from MW - 38 - - 150 14 (172,627) 89,687,052 (82,099,429) (65,619,635) 2016 620,000,000 974,618,872 (476,907,590) (776,098,050) (830,000,000) (801,668,686) For the year ended the 31 year For December 8,569,332,776 1,500,000,000 9,070,904,051 9,364,977,647 6,452,160,404 7,361,159,641 (7,518,000,000) Consolidated financial statements

term loan agreementsterm loan with parent totaling Baht company - the Company purchased solar power plant business with a capacity of of capacity a with business plant power solar purchased Company the The Company has entered into long into entered has Company The 2015, . The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: of cash flows Statements BCPG Public Company Limited and and its Subsidiaries Limited) Company BCPG (Formerly: Statements Statements of cash flows and parent company has offset the transaction and the Company settled the difference of Baht Baht of difference the settled Company the and transaction the offset has company parent and Cash flows from financing activities from financing flows Cash paid costs Finance Company the of owners to paid Dividends period the for shareholder former to paid Dividends restructuring business before million During During Proceeds from short-term loans from financial institutions financial from loans short-term from Proceeds Proceeds from short-term loans from related party short-term from loans Proceeds from Repayment of short-term loans from related party short-term from loans of Repayment institutions financial from loans long-term from Proceeds related party from loans long-term Proceeds from institutions financial from loans short-term of Repayment Repayment of long-term loans from financial institutions financial from loans long-term of Repayment related party from loans long-term of Repayment Finance lease payments Proceeds from issue of ordinary shares issue ordinary Proceeds from of subsidiaries of shares ordinary of issue from Proceeds Net cashNet from financing activities Net increaseNet in cash andcash equivalents Cash and cash equivalents at 1 January at equivalents cash and Cash Cash of former shareholders before former Cash of restructuring business Effect of exchange rate changes of balances on held inEffect currencies foreign Cash andcash equivalents at 31 December Non-cash transaction Non-cash ------31 to 26,880 (19,024) 119,396 (286,420) (505,896) (161,200) 1,578,834 1,902,422 46,638,671 (5,735,485) (6,613,774) (6,594,750) 59,152,892 17,199,325 13,752,105 21,728,053 42,740,985 2015 (44,657,985) (68,966,449) 2015 December (6,288,854,293) (6,333,336,500) July July 17

For the periodFor from

------

286,420 (400,000)

1,576,634 1,603,553 (3,534,488) (8,730,105) (1,129,673) 52,987,875 13,907,321 322,750,233 259,736,950 (19,999,850) (47,771,265) (13,597,503) (21,097,943) 2016 237,609,770 162,142,973 258,607,277 (260,000,000) (700,000,000) December Separate financial statements 1,441,212,361 1,489,071,000 (1,564,049,275) (2,614,242,898) (3,115,723,426) 31 For the year ended the year For

(in Baht) (in ------(50,100) 240,977 559,215 563,128 (829,606) 1,579,683 9,607,301 (5,089,618) (4,823,584) 11,415,438 23,300,672 23,240,415 14,334,203 (13,676,890) (31,753,886) 2015 208,374,299 477,991,487 608,277,965 2,833,296,069 2,879,773,892 2,884,597,476 2,147,371,075 (5,794,245,218) (2,300,000,000) (4,085,103,500)

- - - - - 13 107,847 4,718,438 (1,877,442) (6,424,855) 53,001,763 42,137,177 19,362,759 10,636,807 20,106,026 (26,763,521) (19,051,046) (20,513,785) (31,952,231) (12,873,834) 2016 349,320,373 601,519,224 (226,592,414) (124,604,583) (190,421,851) (962,736,249) (700,000,000) (177,797,881) 2,277,585,941 1,961,054,103 1,973,927,937 For the year ended the 31 year For December 1,541,325,277 (4,873,871,346) (3,053,443,242) Consolidated financial statements

The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The BCPG Public Company Limited and and its Subsidiaries Limited) Company BCPG (Formerly: Statements Statements of cash flows Gain on bargain purchase bargain on Gain costs Finance Adjustments for Adjustments amortisation and Depreciation Cash flows from operating activities from operating flows Cash the year/period for Profit Unrealised loss on foreign exchange foreign on loss Unrealised asset of disposal on Loss Investment income Investment benefit employee Provision for addedRefundable value tax Other current assets Net cashNet used in investing activities Income tax expense (benefit) expense tax Income and liabilities assets in operating Changes Trade accounts receivables Other receivables Other non-current assets non-current Other Other payables payable Retention Other current liabilities current Other obligations benefit Employee cashNet from (used in) operating activities Cash (used generated in) from operating activities paid tax Income activities from investing flows Cash Interest received Long-term loans to related to loans parties Long-term subsidiaries of acquistion on outflow cash Net (Increase) decrease in current investment of distribution capital from outflow Cash restructuring business before subsidiary assets intangible of Purchase related to loans Short-term parties Cash outflow from investment in subsidiaries investment from outflow Cash Dividends received equipment and plant property, of Purchase Annual Report 2016 128 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries 13 12 11 10 9 8 7 6 5 4 3 2 1 Note Forthe 31December ended year 2016 No BCPG 33 32 31 30 29 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 (Formerly: BCPG Comp

tes statements tothe financial

Public CompanyPublic Limited and its Subsidiaries Promotional privileges Income expense tax Finance costs Expenses by nature Employee expenses benefit Administrative expenses Investment income Revenue from sale and rendering services of Segment information Reserves Surplus capitalShare Employee obligations benefit Interest payablesOther Intangible assets Property, plant and equipm Investments subsidiaries in receivablesOther accountTrade Current Cash and cash equivalents Related parties Acquisition of business Significant accounting policies Basis preparationof of the General information Contents F Thai Events after the reporting period Commitments with non Financial instruments Dividends Basic earnings per share inancial Reporting Standards (TFRS) not yet adopted -

investments bearing liabilities

receivable

any Limited)any

and business

related partiesrelated

financial statements ent

restructuring

BCPG Public Company Limited

129

to the

f The Board of

rds (TFRS); note 5 and 10 Bangchak Petroleum Petroleum Bangchak The September 2016. September 28 is considered tobe a Business was

of electricity solar cell from and

year

were disclosed in

he difference between the value net book

T In, Phra Nakhon Si Ayutthaya, Thailand.Ayutthaya, Si Phra Nakhon In, - restructuring under common control” under restructuringcommon under

onversion to a public company limited withlimited toonversion the a public company

The business restructuring production and distribution

estructuring as at 2016 31 December

ompany during the during financial ompany he financial statements of the subsidiaries before 1 January 2015. c , the “Company”, is incorporated, the “Company”, in Thailand on 17 July and 2015 has

as “Surplus on business business r business parent e English language financial language English statements been have preparedthe from Thai

2017. energy business. energy

99/1 Moo 9, Bang Kasan, Bang Pa Kasan,99/1 Bang Moo 9, Bang ve

established for the purpose of undertaking the business restructuring o

mpany Limited mpany was presentedwas in the fourth quarter of 2015.

alternati Co 14 February

Public al information Company Limited and its Subsidiaries its and Limited Public Company ompany and the subsidiaries effective not was until ompany after. financial statements.

Details of the Company’s Detailssubsidiaries of the Company’s

of assets of the subsidiaries and the cost of business restructuringcontrol totalingunder common Baht 41.03 million equity inequity the consolidated financial statements. Combination of Entities under Common of is to Entities Control,Combination thedeemed be the ofCompany under parent Common company the subsidiaries prepared the before consolidated 1 January the 2015. Consequently, Company financial statements which included t Such presentation reflects and the subsidiariessubstances the economic for the Company as one unit beforeeconomic 1 January 2015, although of thethe relationship legal form between the C Statement of compliance of Statement Business restructuring The Company was was The Company Bangchak Petroleum Public Company Limited group whereby the Company has purchased the the whereby Company group Limited Public Petroleum Company Bangchak Limited Publicbusiness Petroleum Company and shares The of various companies Bangchak from and the Group The financial statements are prepared in accordance with Thai Financial Standa Reporting Public Company Limited which is incorporated Limited inPublic Thailand. Company financialthe ofBasispreparation statements of Federation the Professions of (“FAP”);by Accounting and applicable promulgated rulesguidelines and regulations of the Thai Securities Commission. and Exchange The principal business is of the Company The immediate and ultimat and The immediate in investment Gener General information and information General BCPG These notes form an integral part of the financial statements. financial the of part an integral form These notes statutoryfinancial language statements, and were and authorized approved for issue the by financialThe statements issued for Thai statutory reporting and regulatory purposes are prepared in the Thai These language. Directors on its registered office at registered 25 March On the2016, the c Company Public toCompany “BCPG Limited” Company “BCPG from and changed ofMinistry Commerce Limited”. on (“SET”) Thailand of Exchange the Stock listed was on Company The tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

(a) 2 (b)

1 BCPG No For the year ended 31 December 2016 year ended 31 December the For (a) BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

restructuring

ent financial statements financial

related parties

and business and business

any Limited)

receivable

bearing liabilities bearing investments

- inancial Reporting Standards (TFRS) not yet adopted yet not (TFRS) Standards Reporting inancial Segment information Segment of services rendering and sale from Revenue income Investment expenses Administrative benefit expenses Employee nature by Expenses costs Finance tax expense Income privileges Promotional share per earnings Basic Dividends instruments Financial non with Commitments period reporting the after Events Thai F Contents Contents information General the of of preparation Basis policies accounting Significant business of Acquisition parties Related equivalents cash and Cash Current Trade account Other receivables in subsidiaries Investments and equipm plant Property, assets Intangible Other payables Interest benefit obligations Employee Share capital Surplus Reserves Company Limited and its Subsidiaries its and Limited Public Company

tes to the financial to the statements tes

(Formerly: BCPG Comp BCPG (Formerly:

31 32 33 BCPG No 2016 year ended 31 December the For Note 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Annual Report 2016 130 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

(d) (c) (b) Forthe 31December ended year 2016 No BCPG (Formerly: BCPG Company Limited)

tes statements tothe financial Note 15 Note 4 notes: following the in included is statements financial the amountsin recognised the to material adjustments uncertai estimation Informationassumption and about Measurement of fair values fair of Measurement relevant to the Group’s operations are disclosed in note 3 note in disclosed are operations Group’s the to relevant preparation these financial of adopted the been statements. in not andTF revised Those new beginning 1 have 2017and periods January after on or financial for annual TFRS effective are which for both financial andnon financial both for the measurement values, require A fair and of numberdisclosures the accounting policies of Group’s Inaddition above the to new andre estimates are recognised prospectively. recognised are estimates Estimates and underlying reviewedassumptions are on an ongoing Revisionsaccounting to basis. estimates. reported amounts of assets,liabilities, in judgements,estimates and assumptions that affect theapplication accounting of and policies the The preparation of financial statements in conformity with TFRS requiresmanagement make to Use of to the nearestthe thousand unlessotherwise to stated. financial information presented in BahtThai been has in notes rounded tothe the financial statements fin The Functional and presentation currency policies The financial statementshave preparedon thebeen historical cost basisexcept as accountingin stated Basis of measurement Basis statements. financial onthe changes effect material have These no policies. accounting Group’s the of certain 2016. January 1 after The FAP has issued new and revised TFRS effective for annual accounting periods be accountingperiods annual for effective new TFRS revised and FAP issued has The Public CompanyPublic Limited and its Subsidiaries

ju ancial statements arepresented in Baht,Thai which Company’sis the functional currency. All

dgements

Measurement of defined benefit obligati Acquisition of business and

The The estimates - financial assets and liabilities. and assets financial

application of these new and revised TFRS has resulted in changes in in changesin resulted has TFRS revised new and these of application

vised TFRS, the FAP has issued a numbernewandrevised a FAPvised other the TFRS, hasissued of

comeandActual expenses. resultsmay fromthese differ

nties that that have riska nties resulting a significant of in

3. ons: key ac

tuarial assumptions ginning onor

RS that are are RS that BCPG Public Company Limited

131

its its y in

30. nerally fair fair nerally f a business

note based payment based payment -

hierarchy at the end of

is disclosed in prices). hy isin categorised itshy entiret r values

existing relationshipsexisting between the and theGroup

- 18 ideration transferred and recognised in other expenses.

termining whether control whethertransferred toone party is termining from ave been appliedave consistently to all periods presented in these

The levels of the fair value hierarcofThethe value fair levels

chy. rs of the acquiree, interests and equity theissued Group. by Consideration

controlling interest inless (ge the amount controlling acquiree, the recognised net -

g the fair g of an asset value liability, observable data or a as far the uses Group market The recognises Group transfers between levels of the fair value inputs other than quoted prices included in Level 1 that are observable for thethat observable assetforotherinputs arequoted 1 orpricesincluded than Level in quoted prices (unadjusted) for identical in markets active assets or liabilities. inputs for the asset or liability that are not data based observable market on (unobservable

1: 3:

market is the deductedelement cons from market Level Level Level liability, either directly (i.e. as prices) or indirectly (i.e. from derived inputs) Company Limited and its Subsidiaries its and Limited Public Company els of the fair value hierarofthe elsvalue fair - Level 2: Level he Group applies the acquisition method for all business combinations when control is transferred to to transferred is control when combinations business all for method acquisition the applies Group he

   The acquisitiondate is the date controlwhich on is transferred tothe acquirer.is appliedJudgment in the determining acquisition date and de Business combinations control. common under with entities those than other the Group another. recognised the including transferred consideration the of fair value the as measured is Goodwill non of any amount T Significant policiesaccounting The accounting policies set out below h Basis of consolidation consolidatedThe financial and its statements subsidiariesrelate Company to the (together referred to as the “Group”). Thecontrols Group itwhen an entityis exposed to,orhas rights to, variable returns from returns its through thethose power entity. over affectto abilitythe has and entity the with involvement

financial statements. Fair value hierarchy When measurin possible.as Fair are values categorised into differentin a fair levels hierarchy value based theon inputs used in the valuation techniques as follows: the inputs If used the fairto measure of an value asset or liabilitybe categorised in might different lev value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition acquisition theas of all measured assumed, and liabilities acquired assets identifiable the of value) date. Considerationtransferred includes the fair of values the assets transferred, liabilities incurred the by toGroup the previous owne transferred also includes the fair value of contingent any consideration and share awards of the acquiree that are replaced in the businessmandatorily I combination. results combination in the termination of pre acquiree, then the lower of the termination as containedamount, in and thethe of agreement, value the off the same level of the fair value hierarchy as the lowest level inputsignificantlowestisthe thatthe level entirehierarchy to fair as the value level of same the measurement the reporting period has the occurred which during change fai Further in measuring information about the made assumptions

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: 3 BCPG No For the year ended 31 December 2016 year ended 31 December the For (a) BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to RS thatRS are

ginning on or ginning tuarial assumptions tuarial

ons: key ac key ons: 3.

nties that have a significant risk of resulting inofsignificant a resultingnties a risk have that

come and expenses. Actual results may differ from these differ from these may results expenses. Actual and come

vised TFRS, the FAP has issued of TFRS, has the othervised FAP a new and revised number

application of these and new revised TFRS has resulted in changes in

financial assets and liabilities. - estimates The

and business of Acquisition Measurement of defined benefit obligati benefit defined of Measurement

dgements dgements

ancial statements are presented in Thai Baht, which is the Company’s functional currency. All All currency. functional the isCompany’s which Thai Baht, in presented are statements ancial ju

Company Limited and its Subsidiaries its and Limited Public Company Thehas issued FAP and revised TFRSnew effective for annual periods accounting be certain of the Group’s accounting policies. no These have material effectchanges on the financial statements. after 1 January 2016. Basis measurement of The financial statements have been prepared on the historical cost basis except as stated in accounting stated in accounting as except basis cost historical been on the prepared have statements financial The policies currency presentation and Functional The fin statements financial the the to rounded notes in has been Thai Baht in presented information financial stated. to unless otherwise thousand the nearest Use ofUse to make management TFRSrequires with conformity in statements financial of preparation The the policies and of accounting application the affect that assumptions and estimates judgements, in liabilities, assets, of amounts reported estimates. basis. toaccounting Revisions an ongoing areon assumptions reviewed and underlying Estimates estimates are recognised prospectively. and re new to the above additionIn TFRS which which are effectiveTFRS annual for financial on or after January periods and 2017 have 1 beginning Thosenew revised TF and notinstatements. been adopted theoffinancial these preparation relevant to the Group’s operations are disclosed in note 3 A number of the Group’s ofaccounting policies the disclosuresnumber of and fair A require values, measurement the for both financial and non Measurement of fair values about and assumption Information estimation uncertai materialadjustments tothe recognised inamounts the financial statements is included in the following notes: 4 Note Note 15 Note tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG No 2016 year ended 31 December the For (b) (c) (d)

Annual Report 2016 132 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries Forthe 31December ended year 2016 No BCPG

(Formerly: BCPG Company Limited)

tes statements tothe financial impairment. noevidence of is there that extent the to onlybut gains, same wayunrealised the as in eliminated are losses Unrealised exten the investmentto the against eliminated are investees transactions, are eliminated. Unrealised gains eliminated. equity are Unrealised fromwith arising transactions, transactions

In onconsolidation eliminated Transactions lost. is value whencontrol fair former interest recognised loss. retained measuredAny the subsidiary is profit in is in at loss or or gain non any and subsidiary, related the of liabilities and assets the derecognises it oversubsidiary, a control When Group loses the control Loss of equity transactions. as ChangesGroup’ the in acquiree. the of assets net identifiable the Groupmeasures the any date, non acquisition At the Non ceases. control which control on date from statements the financial consolidated the in included are subsidiaries of statements financial The power overentity. the throughreturns its va rights to, has or to, exposed is whenentity it an Group controls Group. The by the controlled entities are Subsidiaries represents represents a present obligation and arises from apast event, value measured be can and r fair its liability a combination onlysuch assumed if business a is in acquiree the of A liability contingent and other professional and consulting fees are expensed as incurred. as expensed are fees andconsulting professional and other fees, legal as combination, such business a with connection in incurs Group the that costs Transaction equity. in directly recognised is acquisition the for Anypaid sameGroup equity. cash components within are entities acquired the of components equity of The statements. financial consolidated carryingrecognised the amountsat recognised shareholder’s Group controlling previously the in pur this for established; that common the at beginningdate comparativelater, if was or, presented the of earliest period control the at had occurred acquisition for the if accounted as Group the are controls that shareholder that in entities interests of Business fromcombinationsarising transfers FAP.bythe 2009 in issued Guideline the with accordance methodin and methodpooling interest of the to similar Business combinations of en combinations of Business common under control combinations Business Subsidiaries tra Public CompanyPublic Limited and its Subsidiaries - - controlling interests interests controlling group balances and transactions, and any unrealised income or expenses arising fromintra arising income expenses anyand or unrealised transactions, and group balances

riable returns from its involvement with the entity and has the ability to affect those those affect to ability the and has involvement entity fromthe its with returns riable

s interest in a subsidiary that do not result in a loss of control are accounted for for accounted are control of loss a in result not do that subsidiary a in interest s

pose comparatives are revised. The assets and liabilities acquired are are acquired comparativesand pose liabilities The revised. assets are

tities or businesses commonunder businesses or tities for are usingaccounted a control

- controlling interests and other components equity. Anyof resulting other and interests controlling

- controlling interest at its proportionate interest in in interest proportionate its at interest controlling t of the Gr the of t

commences on which the date until

oup’s interest in the investee. the in interest oup’s

are under the control of the the of control the under are added to the the to added - accounted accounted eliably. - group

BCPG Public Company Limited 133 Derivative Derivative controlling -

disposal. If thedisposal. Group disposes If of translation reserve in until equity

g and investment activities.investment and g

cin However, derivatives that derivatives do not qualify forHowever,

ized inized profit or loss.

controlling interests. When the disposesGroup partof only of an

disposedin its of or partiallyentiretythat such control, significant - he transactions.

rrenciestranslated are thefunctional respective to currenciesof Group

not used for trading purposes. ge rate atge the reporting date.

value adjustmentsvalue arising on the acquisitionof foreign operations are stated at

enture while retaining significant influence or joint control, the relevant proportion

nor likely in thenor likely foreseeable future, and lossesgains such exchange a monetary arising from

monetary assets and monetary liabilities at measured cost in currenciesforeign are translated to the - Company Limited and its Subsidiaries its and Limited Public Company Non functional at currency rates the exchange at the dates of the transactions. differences currency Foreign recogn are generally Foreign currencies and expensesrevenues of operations foreign The are translated to Thai Baht at rates the approximating ratesexchange at the dates of t Foreign currency transactions ratesexchange at the reporting date. Transactions in foreign cu Monetary assets and liabilities denominated in currencies foreign are translated to the functional atcurrency the exchan Foreign operations Goodwill and fair differences in and accumulated exchange Foreign the income are in recognised other comprehensive translation reserve, except to extent that the translation difference is allocated to non entities rates at exchange at the datesof the transactions. The assets and liabilities of operations,foreign including goodwill and fair adjustmentsvalue arising on acquisition, are translated to Thai Baht at rates the exchange at the reporting date. interest. When a foreign operation is reserve related to thattranslationthe foreign in amount cumulative the lost,is controljoint or influence or loss as partprofit ofto the or loss gain on reclassifiedis operation part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative is reattributedamount to non receivable ortoWhen item the payable a operation foreign settlementfrom of a monetary is neither planned are considered partitem into of a foreign operation form a net investment and are recognised in other and presentedcurrencyincome, inthe foreign comprehensive disposal of the investment. Derivative financial instruments financialDerivative instruments are used exposure toto manage foreign exchange, interest rate and operational,arisingpricefinan from risks commodity associate or joint v is reclassified amount of the cumulative to profit or loss. financial instruments are hedge accounting are accountedhedge for as trading instruments. tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: (b) BCPG No For the year ended 31 December 2016 year ended 31 December the For (c)

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

group group - eliably. accounted - added to the are under the control of the

oup’s interest in the investee.

commences untildate the on which commences

t of the Gr controlling interest at its proportionate interest in -

controlling interests and otherresulting of Any equity. components -

tities or businesses under common controla accountedusing are for titiesorbusinesses under common

pose comparatives are revised.assets Theliabilities poseand comparatives acquired are

s interest in a subsidiary that do not result in a loss of control are accounted for

riable returns with its thefrom entity involvement and has the ability to affect those

group balancesgroup and transactions, unrealised orand any expenses income arising from intra controlling interests - - Company Limited and its Subsidiaries its and Limited Public Company tra the identifiable net assets of the acquiree. in the Changes Group’ as transactions. equity Subsidiaries Subsidiaries are entities controlled the by TheGroup. controlsGroup an itentity when is exposed to, or has to,rights va itsreturnsthrough the power over entity. The financial statements of subsidiaries are included in the consolidated financial statementsthe from date on controlwhich control ceases. Non theAt acquisition non date, any the Group measures Business combinations control under common Business of combinations en method similarto the of interestpooling method and in method accordance with the Guideline issued in 2009 theby FAP. transfers combinations arising Business from of interestsentities in that shareholderthatcontrols are the Group accountedasif the for acquisition had occurred atthe controlearliestperiodof the presented or, was if later, comparative datebeginning at the common that established; for this pur inthe previously controllingGroup recognised shareholder’s at amounts the recognised carrying consolidated financial statements. The of equity components of the acquired entities are within components cash equity. Group same paidAny for the acquisition is recognised directly in equity. Transaction costs that the Group incurs in connection with a business such combination, as legal fees, and other professional consulting and fees are expensed as incurred. A contingent liabilityA of the acquiree in is a business if assumed such only combination a liability its fair r and can be measured value event, a past from and arises obligation presenta represents In Loss of control the loses Group When control a subsidiary, over it derecognises the assets and liabilities of the related subsidiary, and any non gain or lossor atinisin is profit Any the subsidiary measured retainedrecognisedloss. interestformer fair when control value is lost. Transactions eliminated on consolidation transactions, are eliminated. Unrealised gains arising from transactions transactions,arising from with Unrealisedare equity eliminated. gains investees are eliminated againstthe to investment the exten Unrealised losses are eliminated in as theunrealisedway same gains, but only to the extent that there is of no evidence impairment. tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

BCPG No 2016 year ended 31 December the For Annual Report 2016 134 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

(d) Forthe 31December ended year 2016 No BCPG

(g) (f) (e) (Formerly: BCPG Company Limited)

tes statements tothe financial profit or loss. or profit rate of in of rate apportioned between the finance charges achieve constant a to soas and reduction liability lease the of impairment andpayments Lease losses. accumulatedare depreciation less lease, the of inception earnings. retained to transferred reserveare revaluation the in included amounts the sold, are assets revalued When loss. or income profit other in within net recognised are comparing the proceeds from dispos item an of and on Gains plant property, equipmentdeterminedlosses disposal of and by are andequipment. components) itemsplant property, of (major separate as for Leases in in Leases assets Leased property, equi of itemplant and an of parts When equipment. that of part as equipment capitalised is related the of functionality the to integral is that cash hedgesflow foreigncurrencyand of of plant property, equipment.software purchases Purchased qualifying on fromanyloss comprehensiveincome gain other of or may transfers also Cost include costs. borrowing capitalised and located, they are on which site removing the restoring and items the working a to bringingto assets condit the attributable directly labour, any costs other direct and cost materials of the includes assets constructed self of cost The asset. the of acquisition the to attributable directly is that expenditure includes Cost andimpairment losses. accumulated depreciation less cost at andequipment stated are Property, plant highly short liquid equivalents cash Cash and Cash andcashequivalents capitalised at the lower of its fair value and the present valuethe and fair its of lower the at capitalised leases. finance as classified Owned assets Recognition and measurement andequipment plant Property, method.using cost the separat Investments the in subsidiaries in subsidiaries in Investments when incurred. customer off of payments. written expectations are Baddebts primarily assessed of is onanalysis future payment and doubtful accounts for The allowance histories accou doubtful for allowance invoice value less their at stated are receivable accounts and other Trade Trade and other accounts receivable accounts Trade andother

Public CompanyPublic Limited and its Subsidiaries nts.

terest on the rema onthe terest terms of which the Group terms which of the

- term investments.

in the statements of cash flows comprise cash balances, call deposits and deposits call balances, comprise flows cash cash of statements the in ining balance of the liability. the of balance ining

Property, plant and equipment acquired by way of finance leases is is leases by wayfinance equipment acquired and of plant Property,

al al with the carrying amount andequipment, of and plant property,

substantially assumes all the risk and rewards of ownership are ownership of riskrewards and assumesthe all substantially

e financial statements of the Company the of statements for accounted are e financial ion for their intended use, the costs of dismantling and dismantlingof costs the use, intended their for ion

pment have different useful lives, theyaccounted are

value of the minimum the of value paymentsthe lease at

Finance charges are charged directly to the the to charged chargesdirectly are Finance

BCPG Public Company Limited 135

t will nd and nd and end and end and e - -

quipment are recognised in in are recognised quipment years years years years years years years years

at each financial year financial each at 3 5 5

as follows: as follows: 20 25 25 25 25 -

- - - - 3

20 20 20 10

line basis over the estimated useful lives of of lives useful the estimated line over basis - and have finite useful lives are measured at cost at cost are measured lives useful finite and have line basis over the estimated useful lives of each lives of useful each estimated line the over basis -

day servicing of property, plant and e and plant property, of day servicing

- to

it or loss on a straight it loss or agreement n goodwill, from the date that they are available for use, since this most this most use, since for available are they that the date from n goodwill,

t is probable that the future economic benefits embodied within the par the within embodied benefits economic future the that probable is t that are acquired by the Group by are acquired that

urchase urchase , and its cost can be measured reliably. The carrying amount of the replaced part is is part of amount the replaced The carrying reliably. itscostbe measured can , and

ower p p

sation

in Tariff Tariff in - chinery and equipment chinery Company Limited and its Subsidiaries its and Limited Public Company ntangible assets construction. under or assets land on freehold is provided depreciation No Right to use and cost of development of computer software of computer development of cost and to use Right line transmission electrical to use Right Feed Ma equipment Office Vehicles Buildings and infrastructure Land improvement derecognised. The costs the The day - of costs derecognised. flow to the Group reviewed are values residual and lives useful methods, Amortisation Amortisation is recognised in profit or loss on a straight loss or in profit is recognised Amortisation are periods and comparative current the for lives useful estimated The Amortisation is based on the cost of the asset, or other amount substituted for cost, less its residual residual its less cost, for substituted amount other or asset, the of cost the on based is Amortisation value. Other assets intangible losses. impairment and accumulated amortisation accumulated less Amorti Otherassets intangible other or of asset, an cost iswhich the amount, thedepreciable based on is calculated Depreciation value. residual its less cost, for substituted amount to prof is charged Depreciation follows: as are lives useful estimated The equipment. and plant of property, item an of component Subsequent costs Subsequent carrying the in recognised is and equipment plant of property, item an of a part replacing of cost The i if item the of amount profit or loss as incurred. Depreciation year financial at each are reviewed values and residual useful lives methods, Depreciation adjusted if appropriate. if adjusted I adjusted if appropriate. if adjusted intangible assets, other assets, other intangible tha the in embodied benefits economic future the of consumption of pattern expected the reflects closely asset.

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

BCPG No For the year ended 31 December 2016 year ended 31 December the For

(h) BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

Finance are charges directly charged to the

value of the minimum lease payments at leasethe payments value of the minimum

pment have different useful lives, they arelives, they accounteduseful differenthave pment

ion for their intended use, the costs of dismantling and e financialare accounted forstatements ofthe Company

substantially all the assumes and risk rewards of ownership are

al with the carrying amount of property, plant and of and equipment, amount carrying the with al

Property, Property, plant and of acquiredequipment finance way by leases is

ining ining balance ofthe liability. in the statements of cash cashflows comprise balances, call deposits and

term investments. investments. term -

terms of which the ofwhich terms Group terest on the rema

nts. Company Limited and its Subsidiaries its and Limited Public Company

Trade and other accounts receivable Tradeand other accounts receivable are stated attheir lessvalue invoice allowance for doubtful accou historiesallowanceThe for doubtfulaccounts and futurepayment on analysis isof assessed primarily Bad debts areexpectations written of payments. off customer incurred. when Investments in subsidiaries in subsidiaries in Investments the separat the costusing method. Property, plant and equipment measurement and Recognition assets Owned classified as finance leases. capitalised at the lower of its fair and the value present Cash and cash equivalents and cash Cash and Cash cash equivalents liquid shorthighly Property, plantProperty, are stated and equipment at cost less depreciation accumulated losses. and impairment Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self constructedassets includes theof materialscost and direct other costsany labour, directly attributable the condit assetsto bringing to a working the items and restoring the removing site on which are they located, and capitalised borrowing costs. includeCost also transfers may orof other gain income comprehensive lossfrom any on qualifying Purchasedpurchases softwareproperty,equipment. plant ofof and foreign currency flow hedges cash that is integral to the functionality of the related is capitalised equipment as part of that equipment. When partsof an and plantitem of equi property, for as separate (major of property, plant items components) and equipment. are by and of disposallossesdetermined property,equipment plantGains on and of an item dispos from proceeds the comparing are recognised net within otherin profit income or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings. Leased assets Leases in inception of the lease, less depreciationareaccumulated losses. Lease and payments impairment of the lease liabilityand reduction so as to a constant achieve charges financethe between apportioned rate of in profit or loss. tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: (e) (f) (g)

BCPG No 2016 year ended 31 December the For (d)

Annual Report 2016 136 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries (j)

(k) (i) Forthe 31December ended year 2016 No BCPG (l)

(Formerly: BCPG Company Limited)

tes statements tothe financial been determined, net of depreciation or amortisation, if noimpairment if recognised. hadbeen amortisation, or loss depreciation of determined,been net carrying would the amountthat carrying exceed not amountdoes asset’s the that extent the to change the in estimates used to determine the recoverable amount. An impairment only reversed is loss Interest that the loss has decreased or nolongeror decreased has loss the that periods in respect of other non other of respect in periods An goodwill of Impairment is reversed. not impairment respect in prior loss in recognised losses pro impairment amountevent the an to objectively after wasoccurring in recognised related be can loss recoverable in Ansubsequent increase reversed the asset is if impairment of financial a respect loss in impairment of Reversals O amount recoverable of Calculation amount.profit. impairment in recoverable recognised The is its loss cost. at stated payable are accounts Other i to Subsequent Interest impairmentrecognised An is loss basis. interest borrowings effective onan the of overperiod the loss or profit redemption and in value cost beingbetween recognised difference estimated. reco assets’ the exists, indication such any If impairment. of indication any is there whether determine to date reporting each reviewed at are carrying assets The amountsGroup’s the of Impairment provided is service related the as expensed are plans contribution defined to contributions for Obligations Defined contribution plans benefits Employee

unit to whi to unit cash amount the recoverable determined for the is from assets, those of other independent of largelymoney generate not that inflows an does For cash the asset to asset. and specific risks the present valueusing pre a present In to less sell. costs their valueto assessing cash in are the flows use, discounted estimatedfuture recoverable The ther accounts payable accounts ther fit or loss. Public CompanyPublic Limited and its Subsidiaries - - bearing liabilities are recognised initially at fair value less attributable transaction charges. transaction attributable valueless fair at initially recognised are bearing liabilities bearing liabilities bearing .

ch the asset belongs asset ch the

nitial recognition, interest recognition, nitial amount of a non

- tax discount rate that reflects curr reflects that rate discount tax

. -

financial assets are assessed at each reporting date for any indications indications any for date reporting each at assessed are assets financial -

if financial asset is the greater of the asset’s value in use and fair value andfair use value in financial asset’s the of asset greater the is

the the carrying cash amount its or of an asset

exists. An impairment loss is reversed if there has been a been has there if An impairmentreversed is loss exists. - bearing liabilities are stated at amortised cost with any with amortised cost at stated are bearing liabilities

ent marketvalueent time the of assessments

- generating unit exceeds generating exceeds unit verable amounts are are verable amounts - generating

have BCPG Public Company Limited 137 mined by discounting the by mined obligation can be estimated

benefit liability for the period by

and isafter arrived atand deduction of trade

performed a annually qualifiedperformed by actuary using the

tax rate that reflects current assessments of themarket time value -

n in respect of defined benefit plans is calculated separately for each plan by

nefits are expensed as the related service is A provided. liability is recognised

determines the interest expense on the netinterest defined the determines recognised if, as has a a resultpresent legal of a past theor event, Company

net obligatio

Group Group

past service or the gain or loss on curtailment is recognised immediately in profit or loss.immediately Therecognised is on curtailment or loss gain or the service past .

ibutions and Net interestbenefitpayments. expense and otherexpenses related to defined recognises gains recognises gains and losseson the settlementof a defined benefit theplan when settlement

term employee benefits employee term term employee be employee term - - nue excludes value added taxes and other sales taxes Group’s Company Limited and its Subsidiaries its and Limited Public Company

discounts Revenue Reve Provisions expected future cash flows ata pre the risks specific and to thethe liability. Thediscount of recognised as a unwinding money is of finance cost. A provision isA obligationconstructive that can be estimated reliably, and it is probable that an outflow of economic benefitswillbe required tosettle Provisions are the deter obligation. Ordinary share Ordinary sharesdirectly are costs attributable Ordinary classified as Incremental equity. the issue to of ordinary shares are recognised as a deduction equity. from

The calculation of defined benefit obligations is The the offuture amount estimating benefit have thatearned in theemployees current and prior periods, discounting that amount. Defined benefit plans benefit Defined Remeasurements of the net definedRemeasurements benefit liability, actuarial gain or loss are recognized immediately in OCI. The projected unit credit method. Short for expected the toamount be paid if the has Group a present legal or constructive obligation to pay this as and a theresult amount the of pastemployee by service provided reliably. Share Capital applying the discount rate used to measure the defined benefit obligation at the beginning of the annualthe beginning at obligation benefitdefined the to measure usedrate discount the applying in intoperiod, the changes account net taking any defined benefit liability the during period as a result of contr benefit plans in are profit recognized or loss. of a Whentheare a change in benefits changed ortheplanwhen resulting plan is benefit curtailed, that relates to Group occurs. Short

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG No For the year ended 31 December 2016 year ended 31 December the For (n) (o)

(m)

generating generating - verable amounts amounts verable are generating unitgenerating exceeds -

ent market assessments assessments of the time entvalue market

bearing liabilitiesbearing are stated at cost amortised with any - exists. loss is reversed impairment An if there has been a

the carrying amount of an asset of or itsamount cash carrying the

financial asset is the greaterasset of the asset’sfinancial in value use and fair value if

- financialassets are assessed at each reportingdate forany indications

- .

tax discountrate that reflects curr -

amount of a non of amount

nitial recognition, interest

ch the asset belongs

. bearing liabilities bearing liabilities are recognised initially at fair value less attributable transaction charges. liabilities bearing are recognised initially at fair less value attributable transaction charges. - - Company Limited and its Subsidiaries its and Limited Public Company loss. or fit ther accounts payable The recoverable futureestimated discounteduse,flows theare in cashassessing to value their costslesssell. to In present a pre using value of money and the risks specific and asset.toasset thecash For doesan thatinflows not generate largely money of independent other of those assets, from isthe for recoverabledetermined theamount cash unit to whi

An impairment loss isAn recognised impairment its recoverable amount. The impairment lossits The is recognised recoverable in impairment profit. amount. Calculation of recoverable amount Reversals of impairment in loss respecta financial of impairment ifis asset the reversedincrease subsequentAn in recoverable losscan be related recognised inoccurring after was objectively to an event theamount impairment pro losses recognised in loss prior in respectimpairment not reversed. is Impairment of goodwill An periods in respect of other non that the loss has decreased or no longer Employee benefits plans contribution Defined Obligations for contributions to defined contribution plans are expensed as the related service is provided Impairment of the Group’s amounts Theassets carrying are at reviewed each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ reco estimated. Interest change in the estimates used to determine the recoverable amount. An impairment loss is reversed only impairment An amount. recoverable the determine to used estimatesin the change to the extent thatthe asset’s does amount not exceedcarrying amount thatthe would carrying netbeen determined, of depreciation loss or amortisation, had been recognised. if no impairment Interest Subsequent to i difference recognised between being cost value in and redemption profit or loss the period over of the on an effectiveborrowings interest basis. Other accounts are payable stated at cost. O tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

(l) BCPG No 2016 year ended 31 December the For (i) (j) (k) Annual Report 2016 138 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries (p)

(q) Forthe 31December ended year 2016 No BCPG (Formerly: BCPG Company Limited) (r)

tes statements tothe financial previous years. of respect in payable tax to and any adjustment date, reporting the at substantively enacted or enacted rates tax Current is expected payabletax the tax receivabl or comprehensive other in equity income. or in directly recognised itemsbusiness combination, a or theyto relate extent that except the to recognised loss or profit in Finance costs Investments provided. Service are incomeservices as recognised is Services rendered rates. period incomefrom initial sale electrici to of this subsequent Thereafter, commencement10 yearsfrom of the receiveADDER to period a for commercial of entitled sales. accrues. it as loss or Interest profit income in recognised is income Interest established. Incomeyear the compr for expense tax remaining term of the lease when the lease adjustment is confirmed. is adjustment remaining whenlease the term lease the of Contingent by paymentsfor lease accounted are revisingminimum the payments lease over the total lease expense, over expense, th lease total the of part as integral loss an or in recognised termprofit Lease are received incentives lease. the of over Payments the basis ona line loss straight or profit in recognised made leases are operating under payments Lease method interest using effective the loss or profit in recognised are qualifying asset a of production or construction acquisition, the to attributable directly not are Borrowingthat costs consideration. contingent unw on borrowings, expense comprise interest costs Finance Dividend income income Dividend deposits. Revenue from income investmentsfrom comprises dividendinterest andinvestments bankand stipulate as supplied units deliverywith accordance in loss or Income profit in recognised is electricity of from sale the Sale of electricity tax Income Public CompanyPublic Limited and its Subsidiaries

is recognised in profit or loss on the date Group’date the or onthe recognised loss is profit in d Income contract. the in electricity of from sale the

e termlease. the of

ises current current anddeferr ises

e on the taxable income or loss for the year, using year, the for loss income or taxable the e on

inding of the discount onprovisio discount inding the of

ed tax. ed tax.

for entities with s Current and deferred tax are are tax and deferred Current right receive paymentsto is ty normal is at recognised . in Thailand in ns and is is BCPG Public Company Limited 139 nt of its believes that

the manner in which the manner Basic EPS is calculated its assessment of many its ofassessment many

he carrying amounts he amounts of carrying assets rred tax assets are reviewed at takes intotakes account the impact of

obable that they willreverse in that not obablethey Defe

enforceable right to offset current tax

interest may be due. The Group be due. The interestmay CEO (the CEO chief operating decisionincludemaker)

s of the Company respectively and incorporated respectively in s ofthe Company

to change its judgement regarding the adequacy of the taxadequacy to regarding change existingitsjudgement

ntand deferred tax, the Group ry differencesry can be utilised. Group

eportedthe Group’s to

controlled entities to the extent that it is pr unt of curre -

of assets or liabilities in a transaction that is not a business and combination that

portfolio/ (Plants Plantsin operation 13 Megawatts with Under a totalcapacity of expects, at the end of the reporting period,to recover or settle the carrying amou

p presentsbasic earnings per share (EPS) data for its shares.ordinary vailable that causes the Company Limited and its Subsidiaries its and Limited Public Company t basis or their tax assets and liabilities will be realised simultaneously.

items directlyitems attributable to a segment The Grou Earnings per share Segment reporting each reportingdate and reducedeach tothe extentthatprobable is longer itno that the related tax benefit will be realised. the profit dividing orby loss attributable the weighted to by ordinary shareholders of the Company of ordinary shares number outstanding the during year. average results thatSegment are r deferred A tax assetis recognised tothe extentthat it is probable thatfuture taxable profits will be available against thewhich tempora its accruals fortax liabilitiesare adequate forall based taxopen on years factors,including interpretations ofprior tax lawand experience. This reliesassessment on estimates a seriesinvolve about ofjudgements information future New may events. and may and assumptions a become liabilities; such to changes tax liabilities will tax impact expense in the period that such a determination is made. taxDeferred assets and liabilitiesare offsetif there is a legally authoritytheon tax same the same liabilities taxes by relate levied income and assets,they to and tax entities,on different intend but they or to settle entity, current taxable tax liabilities and assets on a ne uncertaintax positions and whether additional taxes and Acquisition business of Holding Investment and BCPG Private Limited Holding Energy 2016, BSE February 15 and 18 On (indirectLimited Private and direct subsidiarie thecompleted acquisitionSingapore) entire of solar power businessof SunEdison inGroup Japan within the budget of JPY 9,626 million Baht (approximately 2,915 million) with total capacity of 198 Megawatts Deferred tax is recognised in respect of temporary differencestaxrecognised inDeferredbetween respectis t of temporary and liabilitiesand for financial reportingusedthe for purposes taxationamounts and purposes. Deferred tax is not recognised for the differences: following temporary the initial recognition of goodwill; the initial recognition affects neither accounting nor taxable profit or loss; and differences relating to investments in subsidiaries and jointly the foreseeable future. the Group assets and liabilities. the amo determining In of deferred taxmeasurement reflectsThe the tax consequences that followwould differences the taxappliedthethatexpected at rates temporary are to to be measured taxDeferred is tax reverse, rates using they when enacted or substantively enacted at the reporting date. tes to the financial to the statements tes

(s) (t) (Formerly: BCPG Company Limited) Company BCPG (Formerly: 4 BCPG No For the year ended 31 December 2016 year ended 31 December the For BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to is ns and in Thailand . ty is recognised at normal recognised at is normal ty right to receive payments is to payments receive right Currentand deferred tax are s for entities with entities for

ed tax.

inding ofinding the discount on provisio

e on the taxable or income lossfor the year, using

ises currentand deferr

e term of thee term lease.

d in the contract. Income from the sale from of electricityin the contract. Income d is recognised in is profit recognisedloss on the or the dateGroup’

Company Limited and its Subsidiaries its and Limited Public Company Income tax Finance costs interest comprise expense on borrowings, unw contingent consideration. costs thatBorrowing are not directly attributable to the acquisition,construction or production of a assetqualifying are recognised in profit or loss the effective using interest method Sale of electricity of Sale the sale from of electricity is recognised in profitIncome or loss in accordance with delivery units supplied as stipulate and bank and investments interestdividend comprises from investments income from Revenue deposits. Dividend income income Dividend Lease payments under operatingare leasesmade recognised in profit orstraight loss line on a basis thePayments over of the lease.incentives received Leaseareprofitterm recognised in or lossan integral as part of the total lease th expense, over Contingent lease payments are accounted for by revising the minimum lease payments over the over lease payments the minimum arerevising accountedlease for payments Contingent by of the lease term the when leaseremaining adjustment is confirmed. Income tax expense for the compr year Income established. Interest income is recognised in income profitInterest or loss as it accrues. entitled to receive ADDER for a period of 10 years from the commencement of commercial sales.entitled of commercial for a toperiod receive ADDER the of from 10 years commencement Thereafter,subsequentthisof to sale electrici initial from income period rates. rendered Services is recognised as income services areService provided. Investments costsFinance recognised in profitorrecognised loss to except the thatextent relate to they or a businesscombination, items recognised directly in or income. equity in other comprehensive orreceivabl thetaxtax expected payable isCurrent tax ratesenacted or enactedsubstantively at the reportingdate, adjustment and any totax payable in respect of years. previous tes to the financial to the statements tes

(r) (Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG No 2016 year ended 31 December the For (q)

(p) Annual Report 2016 140 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

Forthe 31December ended year 2016 No BCPG

(Formerly: BCPG Company Limited) tes statements tothe financial acquisition acquisition of the acquisition date. Finalisation of the the of Finalisation date. acquisition the of new obta information reflect to date the acquisition measurement acquired during the period, mustwhich not yearliabilities one and assets exceed from value fair at date acquisition the acquired at contingent and liabilities liabilities Combinations, of the recognition assets, requires 3 TFRS is accordance with in (Revised Business 2015) condition under this The purchase development andoperating renewable energy business within Asia. Management believes that by acquired this businesswill enable group the to expand their investment, 2016. on1January occurred had acquisition the same if the been would have acquisition of date the on arose provisionally, that valuedeterminingmanagementamounts, these fair the assumedthat has Baht Baht management estimates that consolidated revenue would have revenuebeen would management consolidated that estimates consolidated loss for the the for loss consolidated of assetsof acquired and liabilities assumed at the acquisition date: The following summarises major the classes Consideration transferred During the consideration. SunEdison’s of process in is adjustment price the however,refund, Group to the of in an adjustment amounting to 70.61millionfavor (approximately position in JPY 21.15million) Baht pre The by information auditors. management other financial audited the and by prepared information SunEdison’s financial the between the of business purchase price co months. 18 next development the under within project of rate success the remaining the on based settle 4,256million (approximatelywill and JPY 1,275.33million) Baht JPY JPY prece AgreementSale (condition and Purchase LLCthe EnergyInternational SunEdison SunEdison and per as Ltd. Holding Pte. (Singapore) from Ltd. Investor 1 Pte. TK SunEdison and Ltd. Financing Pte. Debt Japan SunEdison Corporation, capacity equity upto 100% of through of 158 Megawatts) the int purchase Under Development total a with Projects 27Megawatts/ of capacity total a total with Construction

In5 note acquisition. business under condition Group amountingJ business and repayment of andaccrued loan power solar of amounting 4,256million (approximatelyJPY acquisition 1,275.33 Baht for million) the To Contingent consideration Cash ndition under the Purchase and Sale Agreement, andSale the Purchase the ndition under Group the and SunEdisonagreed adjust to tal Public CompanyPublic Limited and its Subsidiaries 904

165.61 million (approximately Baht Baht million (approximately

to the financial statements financial the to was completed in the 4 was completed the in year million) to the Group’s results. If the acquisition had occurred on 1 January 2 on 1January occurred had If acquisition the results. Group’s the to million)

from acquisition PY 3,358million (approximately

year ended 31 year ended

. The Group hired an independent appraiser value determineof the to fair appraiser an . The Group hired independent

date until 31 until date th quarter of 2016. of quarter

294.32 ,

t December he fair value of fair

interest in which solar power business powerbusiness oweSunEdison which to in solar interest of considerationof transferred,and recognised the amounts million) and net net and million) Company 27 dents) dents) on 29January Group 2016, the already paid has

December

ined about facts and circumstances that existed as as existed that circumstances and facts about ined

2016 would have Baht been

Baht 1,006.13 million) in accordance with with accordance in 1,006.13million) Baht has loans to subsidiaries within the group the within loans subsidiaries has to assets

2016, the busines 2016, the loss

and liabilities

of JPY JPY of

In addition, in accordance with with accordance in In addition,

509 Baht Baht

erest of SunEdison Japan Japan SunEdison of erest s contributed revenue of contributed s adjustments, determined adjustments,

liminary audit resulting resulting liminary audit acquired acquired million (approximately (in (in Recognized value 294.32 thousand 165.61 from business 1,763, 1,27 million and 488, million. In

Baht) 5, 79 46 33 016, 4 0 4

BCPG Public Company Limited

)

141 2)

)

965 , 2) (147) (5,230) 965 23,930 89,646 54,581 984,401 984,254 (47,757) (35,453) , (147) 354,284 408,232 107,328 (80,334) (226,59 (776,850) (144,504) (448 (5,230) (457,637) 1,006,132 1,990,386 1,763,794 1,410,352 1,7 23,930 89,646 54,581 984,254 984,401 (1,167,222) (47,757) (35,453) Fair Value 354,284 408,232 107,328 (80,334) (226,59 (776,850) (144,504) (448 (457,637) 1,006,132 1,990,386 1,763,794 1,410,352 1,7 (1,167,222)

Fair Value )

The management The management

)

The management The management ------

(442,863) ------1,680,425 1,237,562 Edison Group has not yet thousand Baht thousand Adjustment (442,863) 1,680,425 1,237,562 Edison Group has not yet

( thousand Baht thousand

Adjustment )

in 4

(

for the solar radiation yield incentive

637

)

(147) 4 (5,230) (6,102) 23,930 54,581 value (80,334) (47,757) (35,453)

for the solar radiation yield incentive

637 752,824 354,28 408,232 107,328 109,221

(457, (776,850) (144,504) (253,161) (253,308) (147)

1,006,132 1,410,352 (1,167,222) (5,230) (6,102) 23,930 54,581 value (80,334) (47,757) (35,453)

752,824 354,28 408,232 107,328 109,221 Book (253,308) (457, (776,850) (144,504) (253,161)

1,006,132 1,410,352 (1,167,222)

Book

urchase and Sale Agreement, the Group hasGroup additional the Saleurchase Agreement, and

28 Agreement. theConsequently, hasAgreement. Group not recognized any

urchase and Sale Agreement, the Group hasGroup additional the Saleurchase Agreement, and

Agreement. theConsequently, hasAgreement. Group not recognized any

term loans from financial financial loans from term

- term loans from loans from term

term loans from financial financial loans from term valents

- term loans from loans from term

abilities acquired abilities

ssessment ofssessment the incentiveyield using report independentby from appraiser in which

valents

abilities acquired abilities current assets controlling interests controlling -

ssessment ofssessment the incentiveyield using report independentby from appraiser in which ed the of contingent consideration JPY 1,630 Baht (approximately million 488 million) for the

t of long portion term loan from financial institutions financial from loan term term loans from SunEdison Group** loans from term institution financial loans from term provisions term non -

- - - current assets controlling interests controlling - rent portion of long of portion rent Company Limited and its Subsidiaries its and Limited Public Company n on bargain purchase n on bargain - ed the of contingent consideration JPY 1,630 Baht (approximately million 488 million) for the SunEdison Group under the condition of of condition the under Group SunEdison acquisition business SunEdison Group** SunEdison institutions t of long portion

Repayment of loan** and accrued interest from from interest accrued and loan** of Repayment assumed and liabilities acquired assets Identifiable related liability for the additional contingent consideration. Contingent consideration accordance In with condition under the P contingent consideration to be paid based on the success rate of projectsuccessthe withinon Julybased under development paid be to consideration contingent of JPY amount Baht (approximately 2,527 million 757 million). The 2017 with a maximum Group recognis inwith accordancesuccessfully the agreement. expecting to developed project be the Group in which theFurthermore, has Group additional contingent consideration for 5 projects if the solar radiation reach a of amount JPYcertain 2,454 level million with a maximum period is 1 year. incentive measurement yield The million). 769 Baht (approximately an hasa made on theconfirmed of appointment the joint independent appraiser to reassess the incentiveyield in period1 year not within incan accordance resulting in which incentivewith yield measurement condition under the Purchase and Sale prepared prior to business acquisition and concluded that it to is reach unlikely the certain level to an additionaladdition, In as at make payment. 2016, Sun 31 December term loan from financial institutions financial from loan term Net assets and liabilities acquired by the Group the by acquired and liabilities Net assets Gai transferred Consideration Total identifiable assets and liabilities and assets identifiable Total Less: and li Net assets Other current Other current liabilities Long Long Long taxDeferred liabilities Other payables Short Cur Curren Trade accounts Tradereceivable accounts Other receivables Other current assets and equipment plant Property, asset Intangible Other non Cash and cash equi cash and Cash term loans from SunEdison Group** loans from term institution financial loans from term provisions term non -

- - - rent portion of long of portion rent Company Limited and its Subsidiaries its and Limited Public Company n on bargain purchase n on bargain tes to the financial to the statements tes

business acquisition business SunEdison Group under the condition of of condition the under Group SunEdison institutions SunEdison Group** SunEdison (Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG No For the year ended 31 December 2016 year ended 31 December the For BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

Repayment of loan** and accrued interest from from interest accrued and loan** of Repayment

related liability for the additional contingent consideration. for 5 projects if the solar radiation reach a of amount JPYcertain 2,454 level million with a maximum period is 1 year. incentive measurement yield The million). 769 Baht (approximately an hasa made prepared prior to business acquisition and concluded that it to is reach unlikely the certain level to an additionaladdition, In as at make payment. Sun 2016, 31 December on theconfirmed of theappointment joint independent appraiser to reassess the incentive yield in period1 year not within incan accordance resulting in which incentivewith yield measurement condition under the Purchase and Sale assumed and liabilities acquired assets Identifiable Contingent consideration accordance In with condition under the P project in which the Group expecting to be successfully developed in accordance with the agreement. inwith accordancesuccessfully the agreement. expecting to developed project be the Group in which theFurthermore, has Group additional contingent consideration contingent consideration to be paid based on the success rate ofsuccess projectthe withinon Julybased under development paid be to consideration contingent of JPY amount Baht (approximately 2,527 million 757 million). The 2017 with a maximum Group recognis Gai transferred Consideration Net assets and liabilities acquired by the Group the by acquired and liabilities Net assets Less: and li Net assets Long taxDeferred liabilities liabilities and assets identifiable Total Long Long Curren Other current liabilities Short Cur Intangible asset Intangible Other non Other payables Other receivables Other current assets and equipment plant Property, Cash and cash equi cash and Cash Tradereceivable accounts

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: No BCPG For the year ended 31 December 2016 year ended 31 December the For

4 4 0 016, 79 33 46 5, Baht)

million. In In million. 488, million and and million 1,763, 1,27 from business from 165.61 thousand 294.32 Recognized value Recognized (in million (approximately (approximately million acquired liminary audit liminary resulting

adjustments, determined s contributed of revenue erest of SunEdison Japan

Baht 509

In addition, In in accordance with

of JPY

and liabilities

loss 2016, the busines

assets has loans tohasloans subsidiaries within the group Baht 1,006.13 million) in accordance with

2016 would have been Baht have 2016 would

ined about factsand circumstances that existed as

December

dents) on 29 January 2016, the Group has paid already 2016, the Group on 29 Januarydents) 27 Company million) and net of consideration transferred, and the recognised amounts amounts the recognised and transferred, of consideration interestsolar in to which power businessowe SunEdison

fair of value he December t

, 294.32

quarter of 2016. th date until 31

. The Group hired an independent hiredGroup . The an appraiser fairto the of determine value

year ended year 31

PY 3,358 million (approximately 3,358 million PY from acquisitionfrom

million) to the Group’s results. the acquisition If had occurred on 1 January 2 year was completed in the completed was 4 to the financial statements

million (approximately (approximately million Baht 165.61

904 Company Limited and its Subsidiaries its and Limited Public Company tal ndition under the Purchase and Sale Agreement, the Group and SunEdison agreed to adjust agreed theand SunEdison Group undernditionthe Purchasethe and Sale Agreement, Cash Cash consideration Contingent To amounting JPY 4,256 million (approximately Baht 1,275.33 million) for themillion) for Baht 1,275.33 acquisition JPY (approximately 4,256 million amounting of solar power loan and accruedof and repayment business J amounting Group condition under business acquisition. In note 5 In Construction with total a total capacity of Megawatts / 27 Projects with a total Under Development purchaseint theMegawatts)158 of through of 100% up to equity capacity Corporation, SunEdison Japan Debt Pte. Financing Ltd. and SunEdison TK1 Pte. Investor Ltd. from (Singapore) Pte. Holding Ltd. as per and SunEdison SunEdison InternationalEnergy the LLC Purchase and (conditionSale Agreement prece JPY JPY 4,256 million (approximately Baht 1,275.33 million)JPY and will (approximately 4,256 million settle based on the remaining the success rate of project within under the development next 18 months. co pricepurchasebusiness of the between the financial SunEdison’sinformation prepared by and the audited financial othermanagement auditors. information by The pre Baht 21.15 million)JPY in position (approximately favor 70.61 million to amounting an adjustmentin of the toGroup refund, however, the price adjustment is in process of SunEdison’s consideration. the During Consideration transferred Consideration The following summarises the major classes classes the major summarises following The date: acquisition the at assumed liabilities and acquired of assets consolidated loss for the management estimates that consolidatedmanagement would beenrevenue have Baht determining these amounts, management has assumed has assumed that the fair these amounts, determining management value provisionally, that arose on the date of acquisition have would been the if same the acquisition had occurred on 1 January 2016. investment, their expand to the group enable will business this acquired by that believes Management Asia. businesswithin energy renewable and operating development The purchaseThethis under condition 2015)(Revised Businessin is accordancewith TFRS3 requiresassets, recognition the of Combinations, liabilitiesliabilitiesand contingent acquiredat the acquisition date at fair value exceed from assetsand one liabilitiesyear not which must period, the acquiredduring measurement acquisitionthe date to reflectinformation obta new of the acquisition date. Finalisation of the acquisition tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly:

BCPG No 2016 year ended 31 December the For

Annual Report 2016 142 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries Forthe 31December ended year 2016 No BCPG 5

(Formerly: BCPG Company Limited) tes statements tothe financial

statement of income of t statement for consolidated the in administrative expenses in which wereincluded costs andother diligence acquisition Group incurred The Relationsh individuals or other entities. theand party aresubject to common or control common significant influence. Relatedparties may be influence over the party in making and financial operating decisions, or vice versa, where or Groupthe theGroup has ability, directly indirectly, or control to controlor thejoint party si exercise or For the purposes of these financial statements, parties are considered beto related to theGroup if the Related parties Acquisition value asset of The fair intangible the Filing for restructuring under chapter 11 of the U.S. Bankruptcy Code of SunEdison Code of U.S.Bankruptcy the 11of chapter under restructuring for Filing from case. the released was officially Godo Natosi claim. Kaisha dismissedthe confirmedplaintiff Therefore, the that (“Plaint GodoSPC Kaisha 19 value present to discounted flows cash future using estimated the plaintiff and Godo Kaisha Natosi as a co a as Natosi Godo and Kaisha plaintiff Onthe 30September 2016, severally responsibilities. and jointly has defendant 2015.The April from annumper starting 6% chargeat delinquent the with together approximately 2.2billion JPY es The project. such right over has it that court Tokyo to District “Defendant”) acquisit the included acquisition business The rates. discount Feed under SunEdison filed for restructuring under chapter 11 of the U.S. the Bankruptcy 11of chapter Co under restructuring for SunEdison filed thereafter andSales and effect agreement Purchase force the within full in Currently, is conditions the t settled precedents, condition the completion of with 2016 on 29January SunEdison Group and signed the between agreement Sales and Purchase from the per SunEdison Japan in powerbusiness solar of acquisition Group t the believes in course. operate ordinary The that Bankruptcy to U.S. the Codewith requested Bankruptcy Court grantedrelief Currently, the has Court. U.S. the 11of chapter under restructuring for filed Group 2016,SunEdisonhas On 21April Bangchak Energy Solar Bangchak En Solar The Bangchak Petroleum Plc. (Prachinburi) Co., Ltd. Public CompanyPublic Limited and its Subsidiaries iff”). The plaintiff filed Godo Kaisha Natosi Godo Kaisha filed plaintiff The iff”). Name of entities ip with keymanagement andother related parties were as follows: - - in Tariff power purchase agreement.key assumptions The included power purchase Tariff in related costs costs related

ergy Co., Ltd. he payment and completion of share transferred on 15 and 18 February 2016. 18 Februaryon 15and transferred payment he share completion andof )

the owner of project Suimeiin party the with legal project owner of has which third a dispute he Group’s period which incurred. period he Group’s

- related costs of Baht 107.91 million related to external legal fees, due legal fees, external to related 107.91million Baht of costs related

determined incorporation/ Countr nationality - Thailand Thailand Thailand defend

ion of Godo Kaisha (formerly: Godo of Natosi Kaisha ion 29

y of of y

by independent appraiser bas by appraiser independent ant, has settled the legal dispute whereby the Judge Judge whereby the legal dispute the settled has ant,

his his not event will have material impact the to and 3 project initiators (collectively called called (collectively initiators 3 project and Subsidiary of Company, the Shareholding Subsidiary of Company, the Shareholding Parent, 70.35% shareholding,somecommon

100%, 100%, some common directors 100%, some common directors directors

with oper with Nature of relationships

de. ating period of 20 years 20 of ating period ed on income approach

forecast forecast

Group SunEdison Japan SunEdison Japan timated claim is timatedis claim revenue and

gnificant gnificant

BCPG Public Company Limited 143 e ffiliate ffiliate affiliate affiliate affiliate a

, , , , , , , , ,

% % % % %

of the Company of the Company of the Company of the of the Company of the Company of the Company of the Company of the Company of the Company of the

100 100 100 100 100 Nature of relationships of Nature

rect Subsidiary of the Company, Company, of the rect Subsidiary Shareholding Shareholding Shareholding Shareholding Shareholding 51 % Shareholding in TK investment Shareholding in TK investment in TK investment Shareholding Shareholding 100 %, and representative representative and 100 %, Shareholding as director the Company from representative and 100 %, Shareholding as director the Company from representative and 100 %, Shareholding as director the Company from representativ and 100 %, Shareholding as director the Company from 100%, some common directors common some 100%, directors common some 100%, directors common some 100%, directors common some 100%, directors common some 100%, directors common some 100%, and representativethe 100%, from as director Company Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Indirect Subsidiary of the Company, Company, of the Subsidiary Indirect Indi Company, of the Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary of the Company, Shareholding Shareholding the Company, of Subsidiary Shareholding the Company, of Subsidiary Shareholding the Company, of Subsidiary Shareholding the Company, of Subsidiary Shareholding the Company, of Subsidiary Shareholding the Company, of Subsidiary Shareholding of the Company, Subsidiary Company, of the Subsidiary Indirect

y of

Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Thailand Thailand Thailand Thailand Thailand Thailand Singapore Singapore Singapore Singapore nationality Countr incorporation/ incorporation/

Ltd. Ltd. Godo 7 Godo 10 Godo Godo 4 Godo isha

) SPC SPC SPC oration oration

er 1 Co., SunEdison Japan SunEdison Japan

SunEdison TK SunEdison Japan Japan Japan Pte. Ltd.

Name of entities of Name

aiyaphum1) Co., Ltd. Co., aiyaphum1) Company Limited and its Subsidiaries its and Limited Public Company unEdison (Buriram) Co., Ltd. Co., (Buriram) Corporation) Pte. Ltd. (Formerly: (Ch Ltd. Co., (Buriram1) (Nakhon Ratchasima) Co., Ltd. Co., Ratchasima) (Nakhon SunEdison Kaisha) SunEdison Kaisha) S Kaisha) Investor Investor Kaisha (Formerly: SunEdison Japan Japan (Formerly: SunEdison Pte. Ltd.) Debt Financing (Formerly: Godo Kaisha Horus (Formerly: (Formerly: Horus Kaisha Godo Godo Kaisha Aten (Formerly: (Formerly: Aten Kaisha Godo Kaisha PV Godo Nikaho Ka Godo 2 PV Gotenba Takamori PV Godo Kaisha Godo PV Takamori Kaisha Godo Nojiri PV Tarumizu Solar Solutions Godo Godo Solar Solutions Tarumizu Kaisha PV Godo Nakatsugawa (Formerly: Inti Kaisha Godo Greenergy Holdings Pte. Ltd. Pte. Ltd. Holdings Greenergy Pte. Power Ltd. Greenergy BSE Energy Holdings Pte. Ltd. Pte. Holdings Energy BSE Japan Corp BCPG Biopow BCPG Biopower 2 Co., BCPG Holdings Investment BCPG Bangchak Solar Energy Solar Energy Bangchak Solar Energy Bangchak Solar Energy Bangchak Bangchak Solar Energy Solar Energy Bangchak tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG No For the year ended 31 December 2016 year ended 31 December the For BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

gnificant

revenue and revenue timated claim claim istimated SunEdison Japan Group

forecast

ed on income approach income ed on ating periodating of 20 years de.

Nature of relationships of Nature with oper

100%, some common directors common some 100%, directors directors common some 100%,

Parent, 70.35% shareholding, some common common some shareholding, 70.35% Parent, Shareholding the Company, of Subsidiary Shareholding the Company, of Subsidiary and 3 project initiators (collectively called his event will not have material impact to theimpact material willhave event nothis

ant, has settled the disputelegal the whereby Judge by independent appraiserby bas

y of

29 ion KaishaNatosi of Godo (formerly:

defend Thailand Thailand Thailand - nationality Countr incorporation/ incorporation/ determined

related costs of Baht 107.91 million related to external legal fees, due -

he Group’s period incurred. which the owner of project in Suimei which has legal disputea third which hasowner of legal projectwiththe party in Suimei

) he payment and ofcompletion sharehe payment transferred on 15 and 18 February 2016. ergy Co., Ltd. Co., ergy

related costs in Tariff purchasepower included Theassumptions key agreement. - - ip with key management and other related parties were as follows: as were parties related and other management key with ip Name of entities of Name iff”). The plaintiff filed Kaisha Godo Natosi Company Limited and its Subsidiaries its and Limited Public Company (Prachinburi) Co., Ltd. Co., (Prachinburi) The Bangchak Petroleum Plc. Petroleum Bangchak The Solar En Bangchak Solar Energy Bangchak 21 AprilOn 2016, SunEdison hasGroup filed for restructuring under chapter 11 of the U.S. Court.has the Currently, relief granted Court Bankruptcy requestedwithCode the U.S. to Bankruptcy thatTheoperateordinaryin course. believes the t Group acquisition of solar power business in Japan SunEdison per thefrom Purchase and Sales agreement between thesigned and Group SunEdison on 29 January 2016 with of completion the condition precedents, settled t the conditionsis Currently, infull within theforce Purchase agreement and effect and Sales thereafter SunEdison filed for restructuring under Co chapter 11 of Bankruptcy the U.S. under Feed discountrates. The business acquisition included the acquisit “Defendant”) District toTokyo court that it has right over such project. The es JPY 2.2 billionapproximately together with the delinquent at charge 6% starting per annum from April 2015. The defendant hasjointly and responsibilities.severally 2016, 30 September On the plaintiff Kaisha and Godo Natosi as a co using the estimated using future cash flows discounted topresent value 19 KaishaSPC Godo (“Plaint confirmed that theTherefore, confirmed plaintiff thedismissed Kaishaclaim. Natosi Godo officially was released the case. from Filing for restructuring under chapter 11 of the U.S. Bankruptcy of Code SunEdison Acquisition The incurredGroup acquisition diligence and othercosts were included which in expensesadministrative inthe consolidated forstatement of t income parties Related the if Group the to related to be considered are parties statements, financial these of purposes the For or exercise si party joint the or control to control or indirectly, directly ability, hasGroup the the Group or where versa, vice or decisions, operating financial and making in party the over influence be may parties Related influence. significant common control or common to subject are party and the entities. other or individuals Relationsh The fair value of the intangiblefairThe of asset value

tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly:

5 BCPG No 2016 year ended 31 December the For Annual Report 2016 144 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries Forthe 31December ended year 2016 No BCPG (Formerly: BCPG Company Limited) tes statements tothe financial Godo Ka Godo Kaisha Amaterasu Godo Kaish Nagi Godo PV Kaisha Komagane LandLease Godo Gotenba 1PV Godo Godo Kaisha Phoenix (Formerly: Godo Kaisha Lugh Godo Kaisha Helios (Formerly: Komagane Godo PV Kaisha Yabuki Nagi LandLease Godo Kaisha Godo Kaisha Godo Kaisha Apolo (Formerly: Godo Kaish Godo Kaisha Shamash (Formerly: Godo Kaish Godo Kaisha Sol (Formerly: Kaisha) SunEdison Kaisha) SunEdison Kaisha) SunEdison Kaisha SunEdison Kaisha) SunEdison Kaisha SunEdison 20 (Formerly: SunEdison Kaisha) SunEdison Kaisha Kaisha) SunEdison Kaisha) SunEdison Kaisha) SunEdison Kaisha) SunEdison Public CompanyPublic Limited and its Subsidiaries

Godo Kaisha)

PV ) ) Name of entities isha Mithraisha (Formerly:

Godo a Pusan (Formerly: Saule (Formerly:a a Natosi (Formerly: Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Surya (Formerly:

Kaisha

SPC SPC SPC SPC SPC SPC SPC SPC SPC SPC SPC

(Formerly:

Kaisha

26Godo 25Godo 24Godo 23Godo 22Godo 21Godo 19Godo 15Godo 14Godo 13Godo 27Godo Japan

SPC

incorporation/ Countr nationality Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan

y of of y

Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding

Nature of relationships 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

of theof Company theof Company theof Company theof Company theof Company theof Company theof Com of theof Company theof Company theof Company theof Company theof Company theof Company theof Company theof Company theof Company theof Company theof Company

% % % % % % % % % % % % % % % % % %

pany

, , , , , , , , , , , , , , , , , ,

BCPG Public Company Limited 145

and and

affiliate affiliate

, , , , , , , , ,

% % % % % %

of the Company of the Company of the Company of the of the Company of the Company of the Company of the Company of the Company of the Company of the

100 100 100 100 100 100 100 reference to market rate to market reference Nature of relationships of Nature

K investment

Shareholding Shareholding Shareholding representative 100 %%, Shareholding as director the Company from in T for planning, directing and controlling the activitiesof the entity, directly or indirectly, including directorany (whether executive or otherwise) of the Group. Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding 100 %, representative from from representative 100 %, Shareholding as director the Company Shareholding Shareholding

Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Company, of the Subsidiary Indirect directors common Some Persons having authority and responsibility Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect

y of deposit interest rate interest deposit 32

fix Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Thailand elated parties are explained further below: further explained are parties elated Transactions price Contractual price Contractual price Contractual with rate agreed Contractually nationality Countr Thailand/Japan incorporation/ incorporation/

Godo 31 Godo Godo 32 Godo 33 Godo Godo 29 Godo Godo 30 Godo C C SP SPC SPC SP SPC

endering of services endering

Japan Japan Japan Japan Japan

Name of entities of Name Engineering Company Company Engineering Company Limited and its Subsidiaries its and Limited Public Company

(Formerly: SunEdison SunEdison (Formerly: Company) Construction Limited SunEdison Kaisha) SunEdison Kaisha) SunEdison Kaisha) SunEdison Kaisha) SunEdison Kaisha) Management service expenses service Management expense Rental expense Interest Transactions from Revenue Plc. Entertainment RTA The personnel management Key Godo Kaisha Tarumi Takatoge Tarumi Kaisha Godo Japan Company Ming Huang J2 Investor Godo Kaisha Godo J2 Investor Kaisha Godo J1 Investor BCPG Godo Kaisha Malina (Formerly: (Formerly: Malina Kaisha Godo (Formerly: Legba Kaisha Godo Godo Kaisha Dazbog (Formerly: (Formerly: Dazbog Kaisha Godo (Formerly: Narang Kaisha Godo Godo Kaisha Rangi (Formerly: (Formerly: Rangi Kaisha Godo The pricing policies for transactions with r with transactions for policies pricing The

tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly:

BCPG No For the year ended 31 December 2016 year ended 31 December the For BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

, , , , , , , , , , , , , , , , , ,

pany

% % % % % % % % % % % % % % % % % %

of the Company of the Company of the Company of the Company of the of the Company of the Company of the Company of the Company of the of the Company of the Company of the Company of the Company of the Company of the Company of the of the Com of the Company of the Company of the Company of the

100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Nature of relationships of Nature

Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding Shareholding

Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect Subsidiary Indirect

y of

Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan nationality Countr incorporation/ incorporation/

SPC

Godo Godo Godo Godo Godo Godo Godo Godo Godo Godo Godo Godo Godo Godo

Japan 26 27 19 21 22 23 24 25 13 14 15

Kaisha

(Formerly: (Formerly: SPC SPC SPC SPC SPC SPC SPC SPC SPC SPC SPC

Kaisha

Surya (Formerly: (Formerly: Surya Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan

a Natosi (Formerly: (Formerly: a Natosi a (Formerly: Saule (Formerly: a Pusan Godo

isha Mithra (Formerly: (Formerly: isha Mithra Name of entities of Name ) ) PV

Godo Kaisha) Godo

Company Limited and its Subsidiaries its and Limited Public Company SunEdison Kaisha) SunEdison Kaisha) Kaisha SunEdison Kaisha) SunEdison (Formerly: 20 SunEdison Kaisha SunEdison Kaisha) SunEdison Kaisha SunEdison Kaisha) SunEdison Kaisha) SunEdison Kaisha) SunEdison Kaisha) SunEdison Kaisha) Godo Kaisha Kaisha Godo Kaisha Godo Land Lease Nagi Nagi PV Godo Kaisha PV Godo Nagi Kaish Godo Amaterasu Kaisha Godo KaGodo (Formerly: Sol Kaisha Godo Kaish Godo (Formerly: Shamash Kaisha Godo Kaish Godo (Formerly: Apolo Kaisha Godo Yabuki Kaisha PV Godo Komagane (Formerly: Helios Kaisha Godo Lugh Kaisha Godo (Formerly: Phoenix Kaisha Godo Godo 1 PV Gotenba Godo Land Lease Komagane tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG No 2016 year ended 31 December the For Annual Report 2016 Forthe 31December ended year 2016 No BCPG (Formerly: BCPG Company Limited)

146 tes statements tothe financial Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

Significant transactions for yearsthe ended 31December with related parties were follows:as Total keyTotal management Post Short managemeKey Rental expense Other related party Interest income Indirect Subsidiaries Interest income Dividends income Management service expenses Revenue from rendering of Subsidiaries Amortisation of transaction costs Interest expense Dividend paid Rental expens Management service expenses incomeOther Parent personnel compensation services capitalised Public CompanyPublic Limited and its Subsidiaries - employment benefits - term employee benefit

nt personnel

756,00 54,730 53,446 For the year ended 2016 financial statements 25,471 42,480 99,505 1,284 7,211 456 - 348 Consolidated - - - -

Dece 0

mber

2015

16,9 14,865 1,162 1,219

------31 572

57 8

3 (in thousand Baht)

For the year 1,489,071 December ended 31ended 756,0 28,800 25,471 99,505 42,480 2016 25,807 25,336 46,091 7,666 7,870 2,160 348 471 456 financial statements 0

Separate

from 17 2015 July

to 31Decemberto For the period

2015

16,983 42,741 4,220 6,185 1,219 1,162

------572 180

BCPG Public Company Limited 147

449 899 450 449 449 - -

4,515 1,819 4,515 2015 2015

For the period period For the

to 31 December

from 17 July 2015 17 from

Separate Separate

------

financial statements financial

2016 financial statements financial

2016

ended 31 ended 31

December For the year year For the

------

(in thousand Baht) thousand (in

(in thousand Baht) thousand (in 2015

31 -

2015 ments

Consolidated ------

34 December

financial statements financial 2016

- Consolidated financial state financial 2016 For the year ended ended year For the d parties were as follows: as were parties d

ar Energy /period

allowance for doubtful accounts

related parties Company Limited and its Subsidiaries its and Limited Public Company

for the year

(Burirum1) Co., Ltd. Co., (Burirum1) Ltd. Co., Ratchasima) (Nakhon (Prachinburi) Ltd. Co., Ltd. Co., (Chaiyaphum1) Ltd. Co., (Burirum) - Ltd. Co.,

expense debts and doubtful Bad

Total Less Net The Bangchak Solar Energy The Bangchak Sol The Bangchak The Bangchak Solar Energy The Bangchak Solar Energy The Bangchak Solar Energy The Bangchak Subsidiaries Solar Energy The Bangchak receivables Trade accounts

Balances as at 31 December with relate with 31 December as at Balances BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

For the year ended 31 December 2016 year ended December 31 the For

No BCPG Forthe 31December ended year 2016 No BCPG Annual Report 2016 (Formerly: BCPG Company Limited)

148 tes statements tothe financial Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries Total BangchakThe Energy Solar Subsidiary Long Total Huang Company Ming Japan Limited BCPG Corporation Japan BSE EnergyHolding Ltd. Pte. subsidiaries Indirect BCPG InvestmentHolding Ltd. Pte. Subsidiary Short Short Total Plc. RTAEntertainment The party related Other Huang Ming Company Japan Limited Greenergy Ltd. Power Pte. Greenergy Holdings Ltd. Pte. BCPG Corporation Japan BSE EnergyHolding Ltd. Pte. subsidiaries Indirect BCPG InvestmentHolding Ltd. Pte. BangchakThe Energy Solar Subsidiaries BangchakThe Petroleum Plc. Parent Other account receivables party (Prachinburi) Co., Ltd. (Prachinburi) Co., Ltd. (Prachinburi) Public CompanyPublic Limited and its Subsidiaries - - - term loan term term loans term parties related to loans term

2016 financial statements

6,146 6,426 35 280 Consolidated ------

2015

(in thousand Baht) 5,683 5,683 ------

2,932,760 1,235,153 1,032,277 260,000 260,000 400,989 264,341 2016 financial statements 14,771 26,976 61,379 4,564 7,103 1,019 6,146

264 256 280

Separate

2015 5,683 5,683 ------

BCPG Public Company Limited

149

------

2015 2015 to 31 For the For the

6,333,337 December

period from from period 17 July 2015

Separate Separate

- -

ember financial statements financial financial statements financial 2016 260,000 260,000 2016 (182,963) ended 31 ended 31 3,115,723 2,932,760 Dec 6,353,336 For the year year For the

------(in thousand Baht) thousand (in (in thousand Baht) thousand (in 31 term loans to related parties were as as were parties related to loans term

- 2015 2015

idated

December

Consolidated - Consol

------36 financial statements financial financial statements financial

2016 For the year ended ended year For the 2016

exchange rate exchange related parties related

term loans term loans term loans

term loan - - - Company Limited and its Subsidiaries its and Limited Public Company

Investments in subsidiaries (note 10)

At 31 December At Related Party balance Beginning Increase At 31 December At Long Beginning balance Beginning Increase in movements Effect of Short Short Party Related

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to Movements during the year ended 31 December 2016 of short 2016 December ended 31 the year during Movements follows:

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

For the year ended 31 December 2016 year ended December 31 the For

No BCPG Forthe 31December ended year 2016 No BCPG Annual Report 2016 (Formerly: BCPG Company Limited)

150 tes statements tothe financial Total loans from related party related from loans Total Long Current portion of long Short related loans of from Summary Total Less Parent Long Total Parent Short party related Loans from Total Plc. RTAEntertainment The O Bangchak Energy Solar Co., Ltd. Subsidiary BangchakThe Petroleum Plc. Parent Other accounts payable Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries parties due within oneyear party one year ther related party related ther Public CompanyPublic Limited and its Subsidiaries current portion duewithin portion current - - - - term loan term loan term loan term

term loan term

- term loan -

2016 financial statements 4,455 3,881 181 393 ------Consolidated

6,202,529 5,692,330 5,692,330 5,992,529 5,992,529 (300,199) 210,000 210,000 2015 300,199 210,000

63,220 63,220 - -

(in thousand Baht)

2016 4,062 4,062 ------fin

ancial statements

Separate

6,202,529 5,692,330 5,692,330 5,992,529 5,992,529 (300,199) 2015 210,000 210,000 300,199 210,000 63,413 63,220

193

BCPG Public Company Limited

151

- -

- - - - -

and 2015 to 30 . The

210,000 210,000 2015

(300,199) 5,992,529 5,992,529 5,692,330

For the period period For the to 31 December

from 17 July 2015 17 from

Separate

establishment

In financial statements financial -

210,000 210,000

2016 - - - m 1 December 2015 1 toDecember m - financial statements financial solar project farm 25,471 210,000 620,000 2016 of (830,000)

1,500,000 5,992,529 ended 31 ended 31 December (7,518,000)

For the year year For the

- -

Baht) thousand (in

elated parties were as follows: elated parties were

2015 effective from 1 October 2016 1 from effective (in thousand Baht) thousand (in

- - - - - ,000

land rental agreement with the Bangchak rentalland agreement 31

22 years 22 years effective fro 210,000 210

2015 (300,199)

5,992,529 5,992,529 5,692,330 related objectives

Consolidated

additional

1 38 financial statements financial 210,000 210,000 2016

December

Consolidated - - - -

38 MW solar farm project38 MW solar Pa farm at Bang 25,47

financial statements financial For the year ended ended year For the

210,000 620,000 2016 (830,000)

5,992,529 1,500,000 December of loans from r from loans of December 29

(7,518,000)

Note for the purpose

the Company has entered the intoCompany land rental Petroleum with the agreement Bangchak

, the Company has 2016, theentered Company into

objectives. is The term for a agreement period

term loan term loan term

- d

- current portion due within within due portion current Company Limited and its Subsidiaries its and Limited Public Company

October one year capitalised BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to Land rentalLand agreement 2015, December In for theof purposeparent Plc., company relate 30 November 2037. The rental fee30 November is stipulated in the agreement. agreement term is term for a agreement period of 21 years and 2 months In November 2037. The rentalNovember fee is stipulated in the agreement. Petroleum Plc., parent company Petroleum The Bangchak Petroleum Plc. Petroleum Bangchak The Total Payable Dividend Parent

At 31 December At Total Less Decrease costs transaction of Amortisation Parent balance Beginning Increase At 31 December At Long Beginning balance Beginning Increase Decrease Loans fromLoans related party Short Parent

Movements during the years ended 31 ended the years during Movements

parties related with agreements Significant

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

For the year ended 31 December 2016 year ended 31 December the For

No BCPG Annual Report 2016 152 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

Forthe 31December ended year 2016 No BCPG

(Formerly: BCPG Company Limited) tes statements tothe financial in January 2016. The l The 2016. January in repayment a 830million Baht with of facility schedule Petroleum company parent credit Plc., the for In December Company2015, the agreement loan into Bangchakan unsecured The entered with m agreement.previous the in stipulated as conditions sameand terms the 2017 with Mayto repayment the schedule agreement extend to loan another 2,990 Baht drawdownhas totaling agreement.the in stipulated as and conditions interest bears loan The 2016. January in Petroleum parent company Plc., In November agreeme loan Company 2015, the an unsecured into entered made loan. anearlyrepayment entire the of previous agreement. the in stipulated as conditions company 2016, agreement. January Subsequently in the in stipulated as repayment schedule is semion a 3,028 million,20 Baht payable of in facility companyPetroleum parent credit Plc., the for In November 2015, Company the agreement loan an Bangchakinto entered unsecured The with Loan agreement the agreement.the in stipulated is fee 7monthsfrom of effective rental period 1August 28February 2017.The 2016to part related other Plc., Entertainment agreementRTA In rental the with office an SeptemberCompany 2016,the into entered Managementservice agreement Company a 31December 2016to January 2016. agreement

Management service and operation agreement for the 38 MW solar farm project at Bang at Pa project farm solar 38MW the for agreement andoperation service Management agreement rental Office In In agreement. the in December stipulated is 30November fee 2015to rental 2018.The period company.agreement a Petroleum parent for The Plc., is term room andcontrol space Building agreement. the in stipulated years In NovemberCompany 2015, the 1 general administration Company. the to farm project farm project to agreement room related rental In DecemberCompan 2015, the and provides the equipment for solar electricity production electricity solar for equipment provides the and Petroleum Plc ade an early repayment of the entire loan. anearlyrepaymentade entire the of November November Public CompanyPublic Limited and its Subsidiaries and one has terminated has i agreement loan the and entered

- annual basis with the first payment due in March 2016. The loan bears interest and payment the with first interest annual loan due basis bears March 2016. The in nd parent company are in process of drafting newcontract. company drafting of nd parent process in are with parent company. parent with

agreementthe with 2015 to 31 December 2015 to 2015, the Company 2015, the

month from effective 1 December 2015to 31 December is 2018. fee service The

parent c parent oan bears interest and conditions as stipulated in the agreement. The Company agreement.the in The stipulated as and conditions interest oan bears y

company, for

ompany.

for for the credit facility arepayment 3,100million Baht with of schedule y has entered into building space, control room and electricity system room control electricity and space, building into y entered has

subsidiary. has has rental rental

The agreement The is term The parent parent The million. has has 38 MW solar farm project at at 38 Bang solar farmMW Pa project

entered into management into entered servic

2015. The service fee is stipulated in the agreement. the in stipulated is fee service The the purpose the entered into managementinto entered service The agreementThe term is agreement

Subsequently in January 2016, the Company entered into Company 2016, the into January Subsequently in entered

Subsequently The s The 39 company is responsible for employee recruiting for employeefor for recruiting companyresponsible is

ubsidiary is responsible for for employee is ubsidiary responsible recruitment of

During the second quarter of 2016, the Company 2016,the of quarter During second the During the first quarter of 2016, the Company 2016, the of quarter Duringfirst the

company’s office. The agreement term is for a agreement for is term The company’soffice. nto anew agreementnto same the with terms and , . for a period of of period a for the Company has entered into the new the into Company the entered has The agreement term The is for a period of of aperiod for

e agreemente with

of of and operation for the solar solar the for operation and 3 years effective fromyears1 effective 3 1 year effective from 1 2 months - nt with In

with the Bangchak the with

for a period of of period a for

The BangchakThe effective from effective The BangchakThe The CompanyThe Currently, t

instalments instalments the parent parent the - In

he 3

BCPG Public Company Limited

153 The

with the same terms terms withthe same quarter of 2016, the

0 million with a with million 2,000

second ,389 million. Huang Ming Japan Company Japan Ming Company Huang n the agreement. The Company The Company agreement. n the in April 2016 the Company has in a April 2016 the Company million with a repayment schedule withmillion a repayment

During the During During the firstDuring quarter of 2016, the Company

Subsequently

ions as stipulated in the agreement.

t schedule at call. The loan bears interestbearsloan and conditions The as call. at t schedule lion. During lion.During the second quartermade of 2016, the Company the entire loan.

959 million.

s interest and conditions as stipulated in the agreement. of the Company for theof credit the Company facility of JPY with 320 million a repayment

iary of the Company for the purpose ofbusiness of group’s iary the Company acquisition with the credit chedule at call.The loan bears interestand conditions as stipulated in Thethe agreement. an indirect subsidiary for theof credit the Company facility of JPY 2016, the Company has with an unsecured loan agreement 2016, the Company

ited, Company Limited and its Subsidiaries its and Limited Public Company July 2016, the Company has Japan an unsecuredJuly withloan 2016, the BCPG Corporation, agreement Company an indirect subsidiary offor the the Company credit facility of JPY 9,000 withmillion a repayment schedule at call.The loan bears interest and conditions as stipulated i In Company has first totaling drawdown Company JPY 841 million. has first totaling drawdown JPY 2, has an April 2016, theunsecured with Japan In loan BCPG Corporation,Company agreement an indirect subsidiary schedule at call. The loan bears interest and conditions as stipulated in the agreement. Japan Ming Company with Huang has an unsecured loan agreement March 2016, the Company In forcreditthe withmillion of a facility JPYan indirect 500 subsidiary Company ofLimited, the s repayment has first totaling drawdown Company JPY 475 million. Lim In May In

repayment schedule at repayment call.The loan bears interestand conditions as stipulated in the agreement. Japan has an unsecured with BCPG Corporation, loan March an agreement 2016, the Company In indirect for subsidiary the ofcredit the Company facility of JPY with 606 million a repayment schedule at call. The loan bear has first drawdown totaling Baht 210 million. Subsequently in January 2016, the Company has2016, the in January entered Subsequently Baht million. 210 hasCompany totaling first drawdown 2016 schedule to December to extend the another repayment into loan agreement and conditions asstipulated inthe agreement. previous Baht million. 210 amounting an early repayment made an early repayment of theentire an early repayment loan. In February 2016, the Company entered into 2016, the February Company an unsecuredIn loan with The agreement Bangchak forof the Plc.,creditcompany Petroleum parentfacilityBaht 2,000 second drawdown totalingsecond drawdown Baht 620 mil The2017. loan bearsin interestDecember conditionsand asstipulated The inthe agreement. has first totaling drawdown Baht 1,500 Company million. has February 2016, thean unsecured In Company loanwithJapan BCPG agreement Corporation, an indirect for subsidiary the ofcredit the Company facility of JPY with 170 million a repayment schedule at call. The loan bears interest and condit Pte. Holding Investment with BCPG loan agreement unsecured an has Company the 2016, February In forLtd., a subsidiary the of purposethe ofbusinessCompany group’s acquisition with the credit offacility JPY with 868 million a repaymen Company made an early repayment of an early repayment made Company of JPY 867 million. amount drawdown stipulated The in company the agreement. Pte. Ltd., Holding Energy BSE an unsecured with has loan agreement 2016, theFebruary Company In an indirect subsid at schedule call.facilityof JPY with The 3,400 million a repayment loan bears interest and conditions of JPY 3 amount drawdown as stipulated The in company the agreement. tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG No For the year ended 31 December 2016 year ended 31 December the For

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

3 he

In - the parent instalments

Currently, t The Company The Company The Bangchak The Bangchak effective from effective from The Bangchak The Bangchak

for a period of

with the Bangchak with the Bangchak

In nt with with nt - s 2 month 1 year effective from 1 from effective 1 year 3 years effective from 3 effective1 years from and operation for the solar of

e agreement with e agreement

for a period of The agreement isThe term agreement the Company has entered the Company into the new for a period of . , nto a new agreement with the same terms and terms with the same nto agreement a new company’s office.company’s The term is for agreement a

During the firstDuring quarter of 2016, the Company During the second During quarter of 2016, the Company

of ubsidiary is responsible for employee recruitment responsibleubsidiary is employee for

company is responsiblecompany recruiting for foremployee 39 The s Subsequently

Subsequently in January 2016, the Company enteredSubsequently in January into the2016, Company

agreement The agreement term is term The agreement entered into management service entered into management the purpose The service feeis stipulated inthe agreement. 2015.

entered into management servic entered into management

38 MW solar farm project Pa MW solarfarm Bang 38 at has million. The parent The agreement term term is The agreement

rental has subsidiary.

y has enteredy into building space, and electricity control room system for the credit facility of Baht 3,100 million with a repayment scheduleof Baht with 3,100 million a repayment facilitycredit the for

ompany. ompany.

company, for company,

y oan bears interestand conditions asstipulated inThe the agreement. Company parent c

month effective from 1 December 2015 to 31 December 2018. The service fee 2018. is 31 December 2015 to December 1 effective from month

2015, the Company 2015, the Company 2015 to 31 December agreement with theagreement

with parent company. with parent company. nd parent company arein processnd parent of drafting company new contract. annual basis with the first payment due in2016. The Marchbearsbasis due loan annualinterest first with the payment and -

has terminated the loan agreement and entered the loan agreement hasi terminated and one Company Limited and its Subsidiaries its and Limited Public Company November November November ade an early repayment of the entireade an early repayment loan. Petroleum Plc Petroleum and theprovides equipment for solar electricity production farm projectfarm 2015, the Compan December In rental related room agreement to general administration to the Company. to the Company. administration general 1 2015, the Company November In years years stipulated in the agreement. In Office rental agreement Building space and control room term is Plc.,The forPetroleum parent a agreement company. period 2018. The rental to 2015 fee 30 November is stipulatedDecember in the agreement. Management service and operation agreement for the 38 MW solar farm project at Pa Bang

agreement 2016. January 2016 to 31 December a Company Management agreement service Management In September 2016, the Company entered into the 2016, September Company an office with rental theIn RTA agreement Entertainment Plc., other related part 2016 to 2017. The 28 February 1 August periodrentaleffective of from 7 months fee is stipulated in the agreement. Loan agreementLoan with The enteredunsecuredintoBangchak an loan agreement the Company 2015, November In for the Plc., creditPetroleum parent company facility ofin Baht payable 3,028 million, 20 on a semi is schedule repayment as stipulated in theSubsequently in Januaryagreement. 2016, company conditions asstipulated inthe agreement. previous of the entire an early repayment loan. made entered into an unsecuredthe2015, Company loan agreeme November In Plc.,company Petroleum parent inJanuary 2016. The loan bears interestand conditions asstipulated in the agreement. totalinghasdrawdown Baht 2,990 another loanto extendagreement schedule the repayment to May 2017 with the terms and same conditions as stipulated inthe previous agreement. m withenteredThe an unsecured Bangchak into loan agreement the2015, Company December In for thePlc., credit parent Petroleum company schedule facility of Baht with 830 million a repayment in January 2016. The l tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly:

BCPG No 2016 year ended 31 December the For

Annual Report 2016 154 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries Forthe 31December ended year 2016 No BCPG 6

(Formerly: BCPG Company Limited) tes statements tothe financial Guarantee agreement damage possible of guarantee the loss. for responsible companyparent the is that specified it is institution, financial certain and GodoSolutions Kaisha loan agreement the within Tarumizusolar energy between Underthe conditions Solar contract. 280.20millionmaintenancetotaling and JPY of covering powersystemof operation period the from facility annum guarantee a 28.02 million per with agreementJPY guarantee is compensate. to The powe damage the within assets the to BCPG in event that the Godowith Engineering Kaisha Tarumizu Solution Company Solar causes whichBCPG powersystemmaintenance and contract Engineering solar with operation Company has The Company agreement guarantee into entered BCPGwith 3 within repayment schedule agreement. Compa The (Prachinburi) Co., Ltd. (Prachinburi) a Cash In November Baht Baht As at 31DecemberAsat deposits with the financial institution. financial the with deposits institu financial The currency denomination cash of and cash equivalents as at 31December was as follows: Total Highly short liquid Cash at banks Cash at banks Cash onhand Total United States Japanese Yen (JPY) (THB) Baht Thai Public CompanyPublic Limited and its Subsidiaries 734.47

nd cashequivalents nd

million

2016, the Company has an unsecured loan agreementCompany loan unsecured with 2016, the an has Dollar – – tions which required such subsidiary to obtain restricted of a permissiononwithdrawal

savings accoun current accounts

term investments 2016, certain subsidiaries certain 2016,

( (USD)

2015: Baht 131.62 million) Baht 2015: , ny has first drawdown totaling THB drawdown totaling ny first has subsidiary of the Company the cr of the subsidiary for

ts years

r plant of Tarumizu Solar Solution Godo Kaisha and is not able able not is and Godo of Kaisha Tarumizu plant Solution r Solar

The loan bears interest and conditions as stipulated in the the in stipulated as and conditions bears loan interest The 7,3 6, 7,361,159 6,647,155 818,052 542,666 713,890 2016 2016 financial statements financial statements

61,159

41 has a restricted deposits at financial institution totaling totaling institution financial at deposits restricted a has - Consolidated Consolidated 441 114

under the long the under

260 million. 974,619 207,516 767,103 974,619 213,956 757,101 2015 2015

(in thousand Baht) (in thousand Baht) edit facilityTHB of 3,517

- Engineering Company accordance in

- termagreement several loan with

The Bangchak EnergyThe Solar 5, 5,754,697 5,758,649 5,754,697 727,260 2016 2016 financial statements financial statements 27,437 (3,952) -

- -

310 Separate Separa

mill

ion wit ion

364,958 364,958 364,958 207,516 157,442 2015 2015 - - - -

h a

8 Forthe 31December ended year 2016 No BCPG 7 (Formerly: BCPG Company Limited) tes statements tothe financial Trade accounts receivable Current Current Aging analyses for trade accounts receivable were follows:as Total Net Less terms creditWithin Other parties Net Less terms creditWithin Related parties Net Less Total partiesOther Related parties Total Short

Bad doubtful and debts accounts institutions expense for yearthe Public CompanyPublic Limited and its Subsidiaries

allowance for doubtful accounts allowance for doubtful accounts allo -

term deposits at financialat deposits term inv wance for doubtful investments

estments of the Group estments the of

/period

as at 31December at as Note 5

For the year ended 2016

financial statements

Consolidated -

December 2016 financial statements 486,395 486,395 486,395 486,395 486,395 486,395

700,000 700,000 2016 financial statements 2016 financial statements 42

Consolidated

Consolidated - - Consolidated

- - - -

were denominated entirely in Thai Baht. Thai in 2016weredenominated entirely

2015

(in thousand Baht)

(in thousand Baht) 2015 440,798 440,798 440,798 440,798 440,798 440,7

2015 2015

(in thousand Baht) n thousand Baht) - -

- -

- - - -

For the year December

ended 31ended

2016

- financial statements

700,000 700,000 2016 116,738 116,738 116,738 116,738 116,738 116,738 financial statements 2016 2016 financ financial statements

Separate

- - - - -

Separate Separate Separate from17 July ial statements

to 31Decemberto For the period

2015

2015 2015 2015 68,966 64,451 64,451 - 68,966 68,966 64,451

4,515 4,515

4,515

- - 2015

- -

BCPG Public Company Limited

155

- -

- - 2015 4,515

4,515 4,515

68,966 68,966 64,451 64,451 64,451 68,966 - 2015 2015 2015

2015

For the period period For the to 31 December

ial statements ial from from 17 July Separate Separate Separate

- - - - -

Separate

financ financial statements financial 2016

2016 financial statements financial 116,738 116,738 116,738 116,738 116,738 116,738 2016 700,000 700,000

financial statements financial -

2016

ended 31 ended 31

December For the year year For the

- - - -

- -

- - n thousand Baht) n thousand (in thousand Baht) thousand (in

2015 2015

440,7 440,798 440,798 440,798 440,798 440,798 2015 (in thousand Baht) thousand (in

(in thousand Baht) thousand (in

2015

were denominated entirely 2016 were denominated in Thai Baht.

- - - -

Consolidated - -

Consolidated

42 financial statements financial 2016 financial statements financial 2016 700,000 700,000

486,395 486,395 486,395 486,395 486,395 486,395 financial statements financial 2016 December

- Consolidated

financial statements financial

2016

For the year ended ended year For the

5 Note as at31 December

/period

estments of estments the Group

investments wance for doubtful for wance inv term term deposits at financial

- allowance for doubtful accounts doubtful for allowance allowance for doubtful accounts doubtful for allowance allo

Company Limited and its Subsidiaries its and Limited Public Company expense for the year for expense accounts institutions Bad and doubtful debts debts and doubtful Bad

Within credit Within credit terms Less Net Total Related parties Related Within credit terms Less Net parties Other

Net parties Related Other parties Total Less

Short Total

Aging analyses for trade accounts receivable were as follows: were receivable accounts trade for analyses Aging

Trade accounts receivable accounts Trade Current Current tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly: 8 7 BCPG No 2016 year ended 31 December the For

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

h a

- - - - 2015 2015 157,442 207,516 364,958 364,958 364,958

ion wit

mill

Separa Separate 310

- -

- (3,952) 27,437 financial statements financial financial statements financial 2016 2016 727,260 5,754,697 5,754,697 5, 5,758,649 The Bangchak Solar Energy Solar TheEnergy Bangchak

term loan agreement with loan several agreement term -

Engineering Company in accordance Company Engineering -

3,517 edit facility of of THB facility edit (in thousand Baht) thousand (in (in thousand Baht) thousand (in

2015 2015 213,956 974,619 757,101 974,619 767,103 207,516 0 million. 260

under the long

114 441 Consolidated Consolidated - hasa restricted deposits at financial institution totaling 41

61,159

financial statements financial statements financial 2016 2016 713,890 542,666 818,052 6,647,155 7,361,159 6, 7,3 Theinterestloan bears and conditions asstipulated inthe

r plant of Tarumizu Solarr Solution plantTarumizu Kaisha of Godo and is not able

years ts

subsidiary of the Company forsubsidiary the ofcr the Company ny has firstny totaling drawdown THB , 2015: Baht 131.62 million)

(USD) (

2016, certain subsidiaries term investments term

current accounts current accoun savings

tions which required such subsidiary to obtain a permission on withdrawal of restrictedobtainto subsidiary such required which tions – – Dollar 2016, the Company has an 2016, the withunsecured loan Company agreement

million million

nd cash equivalents

734.47 Company Limited and its Subsidiaries its and Limited Public Company on hand Cash banks at Cash banks at Cash liquid short Highly Total Thai Baht (THB) (JPY) Yen Japanese States United Total

The currency denomination of cash and cash equivalents as at 31 December was as follows: as was 31 December at as equivalents cash and of cash denomination currency The financial institu deposits with the financial institution. As atAs 31 December Baht

In November In Cash a (Prachinburi) Ltd. Co., agreement. The Compa agreement. repayment schedule repayment within 3 with BCPG entered into guarantee agreement Company The has Company operationwith solar contract Engineering and maintenance system power which BCPG causes Solar Company SolutionTarumizu Kaisha Engineering with Godo the that event in BCPG to the assets within thedamage powe Theto compensate. is guarantee agreement JPY per with28.02 million a guarantee annum facility from the periodoperationof power system covering ofJPY and totaling maintenance 280.20 million contract. Solarconditionsthe Under betweensolarenergy Tarumizu within theagreement loan KaishaSolutionsGodo and certain financial institution,is it specified that is the parent company responsible for loss. the guarantee of possible damage Guarantee agreement tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly:

BCPG No 2016 year ended 31 December the For 6 Annual Report 2016 156 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries 9 Forthe 31December ended year 2016 No BCPG 10 (Formerly: BCPG Company Limited)

tes statements tothe financial At 31December Acquisitions At 1 17January / July Subsidiaries Total Others Advance payment solar for Insurance compensation Interest receivable Other parties Related parties The currency denomination of trade acc currencytrade denomination of The Inves Other receivables term normal granted by credit The Groupis the T Japanese Yen (JPY) (THB) Baht Thai preparation receivable otal Public CompanyPublic Limited and its Subsidiaries

tments subsidiaries in

site

Note

ounts receivable as at 31December at as follows: was receivable as ounts

2016 financial statements

486,395 470,320 16,075 43 401,734 352,481 financial statements 2016 20 28,163 Consolidated

6,426 7,429 7,235

- Consolidated 30 days.

31 December For the year ended

440,798 440,798 2015

(in thousand Baht) 2015 15,234 (in thousand - 5,683 3,147 5,826 Separatestatements financial

- 578

6,353,336 6,333,337

19,999 (in thousand Baht)

2016

116,738 116,738

Baht) 2016

financial statements financial statements

2016

61,379 72,142

2,984 7,124

- 655

For the period from

17 July 2015 to 31 2015 to 17 July

Separate Separate December

6,333,337 6,333,337

2015

68,966 68,966 2015 5,683 7,536 1,340

- 2015

498 - - 15

BCPG Public Company44 Limited

157

Total - 6,333,337 6,353,336 42,741 1,489,071 6,333,337 6,353,336 -

Ltd. Co., 2 Biopower BCPG - - 5,000 - 5,000 - 100 - - - 5,000 -

Ltd. Co., 1 Biopower PG BC - - 14,999 - 15,000 - 100 - - - 14,999 -

Pte.Ltd. ------100 - - - - -

BCPG Investment Holdings Holdings Investment BCPG

Ltd. Co., Ratchasima) - 700,169 700,169 684,100 684,100 100 100 6,591 8 158,30 700,169 700,169 -

Bangchak Solar Energy (Nakhon (Nakhon Energy Solar Bangchak

Ltd. Co., - 781,275 781,275 765,000 765,000 100 100 6,635 159,503 781,275 781,275 -

Bangchak Solar Energy (Buriram1) (Buriram1) Energy Solar Bangchak

Ltd. Co., - 771,063 771,063 755,000 5,000 75 100 100 6,955 165,118 771,063 771,063 -

Bangchak Solar Energy (Buriram) (Buriram) Energy Solar Bangchak

Ltd. Co., (Chaiyaphum1) - 20,545 7 720,545 705,000 705,000 100 100 7,262 2 166,06 720,545 720,545 -

Bangchak Solar Energy Energy Solar Bangchak

Ltd. Co., (Prachinburi) - 1,429,785 1,429,785 1,400,000 1,400,000 100 100 15,298 0 250,04 1,429,785 1,429,785 -

Bangchak Solar Energy Energy Solar Bangchak

Bangchak Solar Energy Co., Ltd. Co., Energy Solar Bangchak - 1,930,500 1,930,500 1,800,000 1,800,000 100 100 - 590,040 1,930,500 930,500 1, -

Subsidiaries

(%) aht) B thousand (in

2015 2016 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015

December December December December December December December December December December December December

31 31 31 31 31 31 31 31 ended 31 31 ended 31 31 2015 to 31 31 to 2015

For the year year the For from 17 July July 17 from

For the per the For iod iod

interest Ownership Cost capital up - Paid Impairment Dividend income Dividend net - cost At

from 17 July 2015 to 31 December 2015, 2015, December 31 to 2015 July 17 from follows: as were

Investments in sub in Investments sidiaries as at 31 December 2016 December 31 at as sidiaries , and dividend income from from income dividend and , 2015 and those investments for the year ended ended year the for investments those 2016 and for the period period the for and 2016 December 31

For the year ended 31 December 2016 December 31 ended year the For

tes to the financial statements financial the to tes No

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

Notes to the financial statements for the year ended 31 December 2016 December 31 ended year the for statements financial the to Notes

BCPG BCPG Public Public Company Limited and its Subsidiaries its and Limited Company

(Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG Public Company Limited and and its Subsidiaries its and and Limited Company Public BCPG

15 - -

498

2015 -

7,536 5,683 1,340 2015 68,966 68,966

2015

6,333,337 6,333,337

December Separate Separate Separate

17 July 2015 to 31

For the period from from period For the

655 -

7,124 2,984

72,142 61,379

2016

financial statements financial financial statements financial

2016 Baht)

116,738 116,738

2016

(in thousand Baht) thousand (in 19,999

6,353,336 6,333,337

578 -

Separate financial financial statements Separate 5,683 5,826 3,147 - (in thousand (in 15,234 2015 (in thousand Baht) thousand (in

2015 440,798 440,798

For the year ended ended year For the 31 December

30 days. Consolidated Consolidated -

7,235 7,429 6,426

Consolidated 28,163 20 2016 financial statements financial 352,481 401,734 43 16,075 470,320 486,395

financial statements financial 2016

ounts as receivable was follows: as at 31 December

Note

site

tments in subsidiaries tments

Company Limited and its Subsidiaries its and Limited Public Company otal receivable preparation Thai Baht (THB) (JPY) Yen Japanese T Inves The normal credit term granted by the Group isThe credit by granted normal term receivables Other The of denomination trade currency acc Interest receivable Interest compensation Insurance for solar payment Advance Others Total Subsidiaries July /January 17 1 At Acquisitions 31 December At parties Related parties Other tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

BCPG No 2016 year ended 31 December the For 9 10 Annual Report 2016 158 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries Forthe 31December ended year 2016 No BCPG (Formerly: BCPG Company Limited) tes statements tothe financial

All subsidiariesAll were incorpo Baht par value 100Baht) of 20 into 20million Baht (divided to value 100Baht) of par at (divided 1,000shares into f capital share registered of increase approved the shareholders the 2016, June BCPG the of on11 Biopower2Co.,held Ltd. Shareholders the of Meeting Annual General At the Baht per share totaling Baht Baht totaling share per Baht par value 100Baht) of 60 into 60million Baht (divided to value 100Baht) of par at (divided 1,000shares into the 2016, June BCPG the of on11 Biopower1Co.,held Ltd. Shareholders the of Meeting Annual General At the of value 100,000dividedBaht par 1,000shares at registered capital 100Bahtof into for development Company biomass of operation power and The plant. with share 100% hold On20 24May 25,000Baht. totaling share per 25Baht at issuance newshare of up25% called subsidiary of value 100,000dividedBaht par 1,000shares The at registered capital 100Baht of into share. per bi of operation developmentand for Thailand in incorporated Co., Ltd., BCPGCompany 1 Biopower On2016, the established 24May has payment received a and 1share upfor SGD of called 1. SGD of 40,000divide capital The Company business. in registered international 100% with Singaporefor in hold operating share On Company 1 February 2016,the BCPG has Investmentestablished Holdingincorporated Ltd., Pte. Increase of investment in subsidiaries investmentof Increase in 25,000Baht. totaling share per 25Baht at issuance newshare of up25% called subsidiary

Public CompanyPublic Limited and its Subsidiaries per share totaling Baht Baht totaling share per 16, the Company has established BCPG Biopower 2 Co., Ltd., incorporated in Thailand Thailand in incorporated Co., Ltd., BCPGCompanyBiopower 2 16, the established has shareholders approved the increase of registered share capital from capital approved registered 100,000 share Baht of increase the shareholders . . The subsidiary had called up 25 had called andreceivednew at of 25% subsidiary share issuance The The subsidiary had called up new of share 25% i called had subsidiary The 5 millio 15 million rated in Thailand and Singapore. ratedThailand in and d into 40,000 shares at par value of SGD 1 per share. The subsidiary subsidiary valueThe SGDpar of share. 1per at 40,000shares d into

in June 2016. June n in

in June 2016. June in omassCompany power The plant. with share 100% hold

ssuance and received at 25 andreceived at ssuance rom 100,000 Baht

0,000 0,000 per share. The The share. per

shares at at shares shares at at shares

BCPG Public Company Limited

15946

At 31 December 2016 December 31 At 1,052,728 120,191 21,939 - 1,282,865 - 8,263 79,744

Effect of movements in exchange rate exchange in movements of Effect (3, (244) (6) - ) (4,092 - (10) ) (61 ) 771

Disposals - - - (11) - - (11) -

Depreciation charge for the year the for charge Depreciation 483,930 49,510 7,719 - 574,111 - 3,223 29,729

2016 uary Jan 1 572,569 70,925 14,226 - 712,857 - 5,050 50,087

At 31 December 2015 and 2015 December 31 At

Disposals (518,120) (35,075) (2,915) - (571,590) - (523) (14,957)

Depreciation charge for the year year the for charge Depreciation 399,297 43,324 7,534 - 476,667 - 2,098 24,414

2015 January 1 At 691,392 62,676 9,607 - 807,780 - 3,475 40,630

Depreciation

At 31 December 2016 December 31 At 11,577,63 1,102,329 207,471 741,804 15,477,497 1,676,765 16,132 155,364 2

Effect of movements in exchange rate exchange in movements of Effect (31,369 44 (92) (15,796) ) 5 (107,39 (60,713) 37 494 )

Disposals - - - (119) - - (119) -

Transfers 1,420,004 26,817 19,701 62,350 (42,669) (1,574,576) - 3,035

Acquired though business acquisition business though Acquired 1,001,069 41,008 1,030 61,573 ) 4 (Note 1,410,352 292,753 1,221 11,698

Additions 9,240 622 265,337 3,284,967 2,998,933 3,217 1,848 5,770

2016 January 1 9,182,158 1,025,220 186,210 368,340 10,932,361 20,368 11,657 138,408

At 31 December 2015 and 2015 December 31 At

Disposals (3,510,193) (248,185) (19,846) - (3,818,143) - (788) (39,131)

Transfers 19,916 860 - (20) (20,776) - 15 (35)

Additions

17,082 - 24,744 2,998,648 217,655 26,406 1,843 3,286,378

At 1 January 2015 January 1 At

1,035,834 188,114 368,340 152,780 9,693,738 14,738 10,602 11,464,146

Co st

Baht) housand t (in

infrastructure Buildings Land equipment equipment construction Vehicle Total

Office Office and Machinery and Assets under under Assets

improvement improvement

Land Land

solidated financial statements financial solidated Con

Property, plant and equipment and plant Property,

For the year ended 31 December 2016 December 31 ended year the For

tes to the financial statements financial the to tes No

Notes to the financial statements for the year ended 31 December 2016 December 31 ended year the for statements financial the to Notes

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

Company Limited and its Subsidiaries its and Limited Company Public BCPG

BCPG Public Company Limited and and its Subsidiaries its and and Limited Company Public BCPG shares at shares at

per share. The 0,000 0,000

rom Baht 100,000 rom ssuance at and received 25

omass power plant. The Company hold 100% share with plant. Thepower Company omass in June 2016.

n in June 2016.

d into 40,000 shares at 1 per share. ofpar SGD The value subsidiary rated in Thailand and inrated Thailand Singapore. 15 million 15 5 millio The subsidiary had called25%i ofshare new up Theissuanceshare subsidiary25%of atnew and received had called 25 up . . shareholdersthe increaseof Bahtshare 100,000 registered approved capital from 16, the Company has established16, the 2 Biopower Company BCPG Ltd., Co., incorporated in Thailand per share totaling Baht Company Limited and its Subsidiaries its and Limited Public Company

subsidiary called up 25% of new share issuance at 25 Baht per share totaling 25,000 Baht. in Increase of investment subsidiaries On 1 February 2016, the Company has established BCPG Investment Holding Pte. Ltd., incorporated Holding established Investment has BCPG 2016, the1 February Company On shareoperating hold in forSingapore with 100% international registered in business. Company The capital 40,000 divide of SGD 1. called of SGD up for 1 share and a received payment has 24 May established the2016, On Biopower 1 Company BCPG Ltd., Co., incorporated in Thailand forand development operation of bi per share.intoof 100 Bahtregisteredcapital atThe 1,000 shares parBaht 100,000 divided value of subsidiary called up 25% of new share issuance at 25 Baht per share totaling 25,000 Baht. 24 May 20 On hold 100% share with plant. The and power operationof biomass Company development for intoof 100 Baht registeredcapitalat 1,000 shares Baht par 100,000 divided value of theAt Annual General Meeting of the Shareholders Ltd. held 1 Co., Biopower on 11 of the BCPG June 2016, the into 1,000 shares(divided at parof 100 Baht) value to Baht (divided 60 million into 60 of 100 Baht) value par Baht per share totaling Baht theAt Annual General Meeting of the Shareholders Ltd. held 2 Co., Biopower on 11 of the BCPG June 2016, the shareholders the approved increaseof registered share capitalf into 1,000 shares(divided at parof 100 Baht) value to Baht (divided 20 million into 20 of 100 Baht) value par Baht All subsidiaries were incorpo were All subsidiaries

tes to the financial to the statements tes (Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG No 2016 year ended 31 December the For Annual Report 2016 160 BCPG Public Company Limited and and its Subsidiaries BCPG(Formerly: Public CompanyBCPG Company Limited Limited) and its Subsidiaries (Formerly:Notes to BCPG the financial Company statements Limited) for the year ended 31 December 2016 Notes to the financial statements For the year ended 31 December 2016

Consolidated financial statements Land improvement Machinery

and and Office Assets under Land Buildings infrastructure equipment equipment Vehicle construction Total (in thousand Baht) Net book value At 1 January 2015 Owned assets 368,340 178,507 973,158 9,002,346 112,150 6,099 14,738 10,655,338 Assets under finance leases - - - - - 1,028 - 1,028 368,340 178,507 973,158 9,002,346 112,150 7,127 14,738 10,656,366

At 31 December 2015 and 1 January 2016 Owned assets 368,340 171,984 954,295 8,609,589 88,321 6,090 20,368 10,218,987 Assets under finance leases - - - - - 517 - 517 368,340 171,984 954,295 8,609,589 88,321 6,607 20,368 10,219,504

At 31 December 2016 Owned assets 741,804 185,532 982,138 10,524,904 75,620 7,869 1,676,765 14,194,632 Assets under finance leases ------741,804 185,532 982,138 10,524,904 75,620 7,869 1,676,765 14,194,632

As at 31 December 2016, the Group has entered into the agreement to mortgage its land, buildings and machinery and equipment as collateral with financial institutions for credit facilities totaling Baht 13,021 million (2015: Baht 3,043 million). (See Note 14)

Capitalised borrowing costs relating to the construction of the new power plant amounted to Baht 16.82 million (2015: nil), with a capitalization rate of 3.25% (2015: none).

BCPG Public Company48 Limited

161

14) Note See ( million. 3,073 Baht totaling facilities credit

machinery and equipment as collateral collateral as equipment and machinery buildings, its mortgage to agreement the into entered has Company the , 2016 December 31 at As for institutions financial with

Security

2016 December 31 At 2,845,499 211,084 16,286 - 3,100,874 4,716 2,764 20,525

2016 January 1 2,987,393 212,229 16,863 - 3,241,083 312 254 24,032

At 31 December 2015 and and 2015 December 31 At

2015 July 7 1 At ------

value book Net

2016 December 31 At 157,858 11,266 863 - 174,988 - 718 4,283

preciation charge for the year the for charge preciation De 145,502 10,385 795 - 161,306 - 707 3,917

2016 January 1 12,356 881 68 - 13,682 - 11 366

At 31 December 2015 and and 2015 December 31 At

Depreciation charge for the period the for charge Depreciation 12,356 881 68 - 13,682 - 11 366

2015 July 17 At ------

Depreciation

2016 December 31 At 3,003,357 222,350 17,149 - 3,275,862 4,716 3,482 24,808

Transfers - - - - (312) (312) - -

ditions Ad 3,608 9,240 218 - 21,409 4,716 3,217 410

2016 January 1 2,999,749 213,110 16,931 - 3,254,765 312 265 24,398

At 31 December 2015 and and 2015 December 31 At

Additions - 213,110 16,931 24,398 2,999,749 3,254,765 312 265

7 July 2015 July 7 1 At ------

Cost

Baht) housand t (in

Land infrastructure Buildings equipment equipment construction Vehicle l Tota

Office Office and and Machinery and and Machinery Assets under under Assets

improvement improvement

Land Land

Separate financial statements financial Separate

For the year ended 31 December 2016 December 31 ended year the For

tes to the financial statements financial the to tes No

(Formerly: BCPG Company Limited) Company BCPG (Formerly:

Notes to the financial statements for the year ended 31 December 2016 December 31 ended year the for statements financial the to Notes Company Limited and its Subsidiaries its and Limited Company Public BCPG

(Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG Public Company Limited and and its Subsidiaries its and and Limited Company Public BCPG Annual Report 2016 162 At 31December 2015 and Acquired Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries At 31December 2016 At 1January 2015 book value Net At 31December 2016 ofEffect movements in Disposals yearAmortisation the for At 31December 2015 and yearAmortisation the for At 1 January 2015 Amortisation At 31December 2016 ofEffect movements in Transfers Disposals Additions At 31December 2015 and Additions At 1 January 2015 Cost 12 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries 1 January 2016 exchange rate 1 January exchange rate acquisition 1 January 2016

tes statements tothe financial

tangible assets tangible through business

2016

Note 4

development

of computerof Right use to and cost of

software 2016

2,091 1,646 1,646 1,261

1,344

447 ------747 763 461 883 498 385

(2)

The right to distribution

connect system power 117,694 121,968 Consolidated statements financial 11,409 (4,144) 11,409 84,111 17,823 17,823 17,753 4,274 1 4,481 (191) ,360

- - - (86)

70 70

(in (in

thousand

agreement 1,680,425 1,706,275 1,727,540

purchase Feed power Tariff 47,115 21,265 22,466 (1,201) ------in in

Baht)

development asset

Intangible 154,268 191,114 191,114 20,295 25,110 (8,559) s under

------

1,789,646 2,015,830 2,042,713 Total 166,124 39,914 31,704 19,469 17,823 18,516 26,883 27,408 (4,144) (1,392) 1,261 1,646 953 568 385 (86)

BCPG Public Company Limited

163

70 70

837 907 - - - 1,730 17,753 18,646 17,823 17,823 19,553 Total

------1,330 1,330 1,330

under development

Baht) Intangible asset Intangible

70 70

896 826 - - - - thousand 17,753 16,927 17,823 17,823 17,823 (in

system distribution distribution The right to right The

connect power power connect Separate financial financial statements Separate

11 11 389 400 400

------

t to use and t and to use cost of

software computer computer 2016

development of development

Righ

r 2015 and and r 2015

ember 2015 and and 2015 ember

July 2015 July July 2015 July

tes to the financial to the statements tes

17 17 1 January 2016 1 January 1 January 2016 1 January 1 January 2016 1 January t 31 December 2016 t 31 December

For For the year ended 31 December BCPG Company Limited and its Subsidiaries and its Limited Company BCPG No (Formerly: BCPG Company Limited) Company BCPG (Formerly: At 31 December 2015 and and 2015 31 December At A Net book value 2015 17 July At Amortisation for the Amortisation year 2016 31 December At At for the Amortisation period 31 Decembe At At 31 December 2016 31 December At Amortisation At 31 Dec 31 At Additions Cost At Additions BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to Annual Report 2016 164 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries 13 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited and its Subsidiaries

tes statements tothe financial

The currency denomination other of payables as at 31 Decem Other payables Total Japanese Yen (JPY) United Kingdom Pound( United States Dollars (USD) (THB) Baht Thai Total Others Accrued expenses payableOther Others Related parties

GBP)

2016

Note

309,434 106,040 175,630 309,434 220,877

2016 2016 financial statements financial statements

23,309 88,557

4,455

51 - - Consolidated Consolidated

120,345 120,345 119,759 2015 2015 11,363 40,052 63,220 ber was asber follows:

5,710 (in thousand Baht) (in thousand Baht) 2 366 - 2

2016 2016 financial statements financial statements 44,393 21,213 16,604 44,393 44,393 2,514 4,062

- - -

Separate Separate

2015 2015 72,616 63,41 72,616 72,396 9,187 - - 220

6 3

BCPG Public Company Limited 165

- - - - 5 2015 201 510,199 300,199 510,199 210,000

4,190,795 1,501,535 6,202,529 5,692,330 5,692,330 6,202,529

Separate Separate

- - -

- - lease liabilities, as at 31 825,722 financial statements financial financial statements financial 2016 2016

825,722 825,722 2,312,757 2,638,209 5,776,688 4,950,966 4,950,966 5,776,688

- 171 (in thousand Baht) thousand (in (in thousand Baht) thousand (in

2015 2015 655,674 300,199 655,845 145,475 210,000 1,246,644 5,692,330 6,938,974 7,594,819 4,829,687 2,109,28 7,594,648

Consolidated Consolidated - - - - 52

89,769

financial statements financial financial statements financial 2016 2016

1,193,731 1,193,731 3,613,655 5,342,837 8,956,492 8,956,492 1,103,962 10,150,223 10,150,223

bearing liabilities,bearing finance excluding

- 5 5 5

Note

2016

term term

- -

n five years

loans fromloans related

current - bearing liabilities bearing

abilities -

term loans from loans term term - term loans from loans term financial from loans term related -

- - current -

Unsecured Secured Unsecured Secured Secured Unsecured lease lilease parties institutions party party related from loans loans from financial loans financial from institutions financial institutions financial

Within one year After onebut year withi years five After Total

Total non Total Long Long Current portion of finance finance of portion Current Total current Non long of portion Current Short Current Short long of portion Current

periodsThe of interest to maturity Interest

December were as follows: December

tes to the financial to the statements tes

14 BCPG Company Limited and its Subsidiaries and its Limited Company BCPG No (Formerly: BCPG Company Limited) Company BCPG (Formerly: For the year ended 31 December BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

3 6

220 - - 9,187 72,616 72,396 72,616 63,41 2015 2015

Separate Separate

- - -

4,062 2,514 44,393 44,393 16,604 21,213 44,393 financial statements financial financial statements financial 2016 2016

2 - 366 2 (in thousand Baht) thousand (in (in thousand Baht) thousand (in 5,710

ber was as follows: ber as was 63,220 40,052 11,363 2015 2015 119,759 120,345 120,345

Consolidated Consolidated - - 51

4,455

88,557 23,309

financial statements financial statements financial 2016 2016

220,877 309,434 175,630 106,040 309,434

Note

2016

GBP)

Thai Baht (THB) (USD) Dollars States United Pound ( Kingdom United (JPY) Yen Japanese Total parties Related Others Other payable expenses Accrued Others Total Other payables Other Decem 31 at as payables of other denomination currency The

tes to the financial to the statements tes

BCPG Company Limited and its Subsidiaries and its Limited Company BCPG Limited) Company BCPG (Formerly: No For the year ended 31 December Annual Report 2016 166 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited and its Subsidiaries

tes statements tothe financial

During the Secured interest and infrastructure a right of any agreements. These loansare secured by mortgage the of land, building,improvement land The loan agreements containscertain conditions such asmaintaining certain financial ratios and transfer

The Company The Company The Company The Company The Company The Company The Company The Company The Compa The Company Total Property, plant and equipme

subsidiary subsidiary subsi subsidiary subsidiary subsidiary subsidiary Indirect Indirect Indirect Indirect Indirect

Direct Direct

diary

yea ny

r of 2016, the Group entered into loan agreements with financial insti agreements loan financial into with Groupentered 2016,the of r

- Currency bearing liabilities as 31at December were secured on the following assets:

USD Baht Baht Baht Baht Baht Baht Baht JPY JPY JPY JPY JPY JPY JPY JPY JPY nd machinery.

Facilities (million) nt

4,176 1,000 1,366 1,508 1,330 9,800 4,200 1,750 1,050 2016 700 900 570 630 750 270 450

13 13 JPYTIBOR 6Mplus a JPYTIBOR 6Mplus a FDR 6Mplus a THBFIX 6Mplus a 6 THBFIX THBFIX 6Mplus a THBFIX 6Mplus a Fixed rate Fixed rate Fixed rate Fixed rate Fixed rate Fixed InterestFixed Rate THBFIX 6Mplus a JPYTIBOR 6Mplus a JPYTIBOR 6Mplus a FDR 6Mplus a Interest Rates p.a. (%) , ,

2016 financial statements 0 02 margin margin margin margin

margin margin margin margin margin margin margin

0, 53 Consolidated ,769 769

Interest

M plus a

3,043,042 3,043,042

2015

(in thousand Baht)

Semi Semi Semi Semi Semi Semi Semi Semi Semi Quarterly 68 in instalments starting Quarterly 68 in instalments starting Quarterly 68 in instalments starting Quarterly 68 in instalments starting Semi Semi Semi Semi

starting December in 2016 starting December in 2017 starting December in 2017 starting December in 2017 starting December in 2016 starting December in 2016 starting December in 2016 starting September in 2017 Septemberin 2016 Septemberin 2016 Septemberin 2016 Septemberin 2016 starting August in 2013 starting August in 2013 starting December in 2017 starting December in 2017 starting December in 2016

------annually in 15annually in instalments 27annually in instalments 29annually in instalments 17annually in instalments 17annually in instalments 27annually in instalments 15annually in instalments 15annually in instalments annually in 34annually in instalments annually i 20annually in 17annually in instalments 29annually in instalments

3,072,868 3,072,868 Repayment Terms 2016 financial statements

n 34 instalments Separate tutions as follows: as tutions

- 34 instalments

2015

- -

BCPG Public Company Limited 167

119 119 -

119 119 - 173 173 lease 2015 2015 2015

Future Future

payments 6,202,529 6,202,529 minimum

December 2015 to 31 2015 to from from 17 July For the period period For the

statements

2 2

Separate Separate

Separate Separate -

2015

Interest 1,675 1,675

2016 financial statements financial 1,577 1,577 financial statements financial 2016 financial financial 4,639,552 1,137,136 5,776,688 2016 Baht)

ended 31 ended 31 December

For the year year For the

171 171 -

lease Present

value of value

payments minimum

260 260 - (in thousand Baht) thousand (in

31 (in thousand (in 240 240 (in thousand Baht) thousand (in

2015 2015

2015

7,594,819 7,594,819

- - -

n thousand Baht) n thousand

lease Future Future

solidated financial statements financial solidated payments minimum

196

December

, Con Consolidated Consolidated Consolidated Consolidated 54

4,718 4,718 4,555 4,555

2016

financial statements financial financial statements financial 2016

2016 - - - financial statements financial For the year ended ended year For the 5,886 4,264,027 10,150,223 2016

Interest bearing liabilities as at 31 December were as follows: were 31 December at as liabilities bearing

2016

- - -

31 December were payable as follows: as payable were 31 December lease Present

value of value

payments minimum

ent benefits

employm employment benefits employment

- -

obligations for: obligations within five years five within

Statement of income: of Statement loss: or in profit Recognised Post Total financial position of Statement Post

The currency denomination of interest denomination currency The Finance lease liabilities lease Finance Employee benefit obligations Employee at as liabilities lease Finance

Total oneWithin year one butAfter year Thai Baht (THB) (JPY) Yen Japanese Total

tes to the financial to the statements tes

BCPG Company Limited and its Subsidiaries and its Limited Company BCPG No (Formerly: BCPG Company Limited) Company BCPG (Formerly: For the year ended 31 December BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

- -

2015

34 instalments 34 instalments -

tutions as follows: Separate n 34 instalments instalments n 34

financial statements financial 2016 Repayment Terms Repayment 3,072,868 3,072,868

annually i annually instalments inannually 34 annually in 29 instalments instalments inannually 29 instalments inannually 27 instalments inannually 15 instalments inannually 29 instalments inannually 17 inannually 20 annually in 15 instalments instalments inannually 15 instalments inannually 15 instalments inannually 27 instalments inannually 17 instalments inannually 17 ------

starting in August 2013 in August starting 2013 in August starting 2016 in September 2016 in September 2016 in September 2016 in September 2017 in September starting starting in December 2017 in December starting 2017 in December starting 2016 in December starting 2016 in December starting 2017 in December starting 2017 in December starting starting in December 2016 in December starting 2016 in December starting 2016 in December starting 2017 in December starting

Semi starting instalments in 68 Quarterly starting instalments in 68 Quarterly starting instalments in 68 Quarterly starting instalments in 68 Quarterly Semi Semi Semi Semi Semi Semi Semi Semi Semi Semi Semi Semi

(in thousand Baht) thousand (in

2015

3,043,042 3,043,042

M plus a M plus

Interest

769 ,769 Consolidated 53 0,

margin margin margin margin margin margin margin margin margin

margin margin margin margin margin 02 0 financial statements financial 2016

, , Interest Rates (%) p.a. Rates Interest a 6M plus FDR JPYTIBOR 6M plus a a 6M plus JPYTIBOR a 6M plus JPYTIBOR a 6M plus THBFIX Rate Fixed Interest Fixed rate Fixed rate Fixed rate Fixed rate Fixed rate a 6M plus THBFIX a 6M plus THBFIX THBFIX 6 a 6M plus THBFIX a 6M plus FDR a 6M plus JPYTIBOR a 6M plus JPYTIBOR 13 13

900 700 450 270 750 630 570 2016 9,800 1,330 1,508 1,366 1,000 4,176 1,050 1,750 4,200

nt (million) Facilities

nd machinery. nd JPY JPY JPY JPY JPY JPY JPY JPY JPY Baht Baht Baht Baht Baht Baht Baht USD

bearing liabilities as at 31 December were secured on the following assets: following the on secured were December at 31 as liabilities bearing Currency Currency -

r of 2016, the Group enteredwith into financial loan agreements insti

ny yea

diary

Direct Direct

Indirect Indirect Indirect Indirect Indirect Indirect subsidiary subsidiary subsidiary subsidiary subsi subsidiary subsidiary

and equipme plant Property, Total The Company The Company The Company The Compa The Company The Company The Company The Company The Company The Company The

interest Secured

The loan agreements contains certain conditions such as maintaining certain financial ratios and transfer transfer and ratios financial certain maintaining as such conditions certain contains agreements loan The land improvement building, land,of the mortgage by secured are loans These agreements. any right of a and infrastructure During the During

tes to the financial to the statements tes

BCPG Company Limited and its Subsidiaries and its Limited Company BCPG Limited) Company BCPG (Formerly: No For the year ended 31 December

Annual Report 2016 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited and its Subsidiaries 168 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

tes statements tothe financial

Movement the in present value of the defined benefit obligations. interest rate risk andmarket (investment) risk. The definedb Benefit paid Other Actuarial gain comprehensiv other in Included Interest on obligation Current service cost orloss: profit in Include Acquired benefitDefined obl Cumulative a Actuarial gain other Recognised in Defined benefit obligations at Effect ofEffect movements in

rate acquisition recognised year/period comprehensive income: income 31 December 1 January / 17 July / 1 January

through business

ctuarial gain

enefit plans expose theGroup to actuarial risks, such as longevity risk, currency risk, recognised the in

igations at as

exchange

2016

For the year ended financial statements 2016 For the year ended

(6,425) 2016 financial statements

4,555 4,718 4,710 5,682

55 320 341 260 252 Consolidated (21) Consolidated 21

December

8 December

2015

231 231 31 (in thousand Baht) (in thousand Baht) 31 (231) (231) - - 260 240 229 251 -

For the year

December For the year ended 31ended

December ended 31ended 2016 financial 2016 financial statements 1,675 1,577 1,574

21 21 -

119 - - (21) (21)

3 Separate

Separate

statements

For the period from 17 July from17 July For the period 2015 to 31 December from 17 July from17 July 2015 to 31 December

2015 2015 - - 119 119 119

------

BCPG Public Company Limited 169

) –

12 - - - -

265 191 ncial

7 (216) 23 - 6 60 Decrease Decrease 1 2.83 2015 2015

statements statements

umptions, holding holding umptions, 10 254

(10) (11) Separate Separate

Separate financial financial Separate finaSeparate (219) (232)

Increase Increase

8 (3) - 6

(18) (21) 60 0 financial statements financial 3.14 2016 financial statements financial 2016

56 22 341 215 (41) (in thousand Baht ) Baht thousand (in ) Baht thousand (in

(273)

Decrease Decrease

53 91

(231) 3.95 (375) 19 - 6 (in thousand Baht) thousand (in

2015 1

2015

statements statements

2.83 7) 51

328 (43) (4

(277) (296)

Increase Increase Consolidated financial Consolidated financial Consolidated

- Consolidated

Consolidated

56 (3) 3.95

19 - 6 (18) (21) - 16 60

financial statements financial 2016 0 financial statements financial

2016 3.14

average durationaverage of the defined benefit obligation was

rs)

(%) (%) (%) 2016 (yea

, the weighted

32 years).

es). : 16 - (2015

Turnover rate (1% movement) (1% rate Turnover Defined benefit obligation 31 December 2015 31 December obligation benefit Defined movement) (1% rate Discount movement) (1% growth salary Future Defined benefit obligation 31 December 20 31 December obligation benefit Defined movement) (1% rate Discount movement) (1% growth salary Future movement) (1% rate Turnover Although the analysis does notaccount take fullAlthough of the distribution of cash flows expected under the plan, it an does approximation of provide the sensitivity of the shown. assumptions Retirement age Retirement rate Discount growth salary Future rate Turnover

Demographic assumptions Demographic assumptions Financial adjustment Experience Total

At 31 December 2016 31 At December other assumptions constant,assumptions otheraffected have would the defined benefit shown the obligationamounts by

below. years years Sensitivity analysis possibleReasonably at changes the reporting date to one of the relevant actuarial ass The following were the principal were following Thethe actuarialat thedate reporting assumptions (expressed as weighted averag

Actuarial assumptions Actuarial gains recognised in other comprehensive income arising from: arising income comprehensive in other recognised gains Actuarial

tes to the financial to the statements tes

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

For For the year ended 31 December BCPG Company Limited and its Subsidiaries and its Limited Company BCPG No (Formerly: BCPG Company Limited) Company BCPG (Formerly: Annual Report 2016 170 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries 16 No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries December 31 ended year the For

tes statements tothe financial

Share capital  following resolutions: on 24 held general meetingAt the shareholders the of its commonits Stock onthe Exchange Thailand. shares of by public offering issuing approved 590 million commoninitial the approved and of listing shares the meeting Company the Director’s of of Subsequently, Board the at hel

Addition - 17 July At - 1 January At Authorised  - - At 31December Issued newshares of - Reduction parin value Addition - 17 July At - 1 January At Issued andpaid - - At 31December Issued newshares of - Reduction parin value

from 10t Baht from 10to Baht Baht 5 Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares of Commerceof 2016. on28March Company share Ministry registered March capital in has 2016. The increase the with millionthe on25 Company 660m upfor call the received has a value of par to 5) Baht 10,000millionBaht Commerce of Ministry value the par with in on25 Company.the of capital share authorised total change the in any in result valuechange not par did in The 740millionshares. ordinary to million shares ordinary changedfro was capital authorised registered number of the result, Asa share. per 5 Baht to A reduction of the par value of the Company’s registered authorised capital from par Company’s value the A of capital share 10per Baht reduction authorised registered I

ncrease in the Company’s authorized share capital from Baht 3,700 millionfrom Baht capital Company’s the share authorized in ncrease

o Baht 5 oBaht - up

Par valuePar per shareper (in Baht)

2016 10 10 10 10 10 10 10 10

5 5 5 5 5 5

1,260,000 2,000,000 1,990,000 1,250,000 Nu 370,000 370,000 370,000 370,000

mber 57 illion shares with a value of Baht 5 totaling Baht 3,300 Baht value 5totaling Baht a of with shares illion ( ------

2,000 with value par milliona shares The 5). Baht of

March 2016. March 2016

(in thousand shares/thousand Baht)

10,000,000

6,300,000 3,700,000 9,950,000 6,250,000 3,700,000 March 2016, the shareholders passed the the passed shareholders 2016, the March Baht The Company has registered the change Company the The registered has ------

d on17August Board 2016,the

370,000 368,000 370,000 368,000 Number 2,000 2,000 ( ------740 with million shares

2015

3,700,000 3,68 3,700,000 3,680,000 Baht 20,000 20,000 0,000 m 370

------

BCPG Public Company Limited 171 on the

ences date and

. urplus on business combination s

in d s asbusiness at thes restructuring tock Exchange Exchange ofThailandtock on 28 September

recognise

common shares to the initial public issuing 590 offering by initialto the shares common

t B.E. 2535 Section2535 t B.E. 116 requires shall that a public company e ofthe sharesissued toa reserve account (“share premium”). r common control r common

under common control common under

2016

cost of business unde combination

restructuring on business Surplus In September 2016, the Company its 2016, theIn September Company offered

arising from the translationarising from of the financial statements of foreign operations translation currency The differcurrency all differences foreign account comprises equity within Currency translation differences translation Currency registered authorised capital. The legal reserve is not available for distribution. dividend equity of components Other allocate not less than 5% of its annual net profit, less lossesany accumulated forward, brought to a reserve account (“legal reserve”), until this account reaches not lessan amount than 10% of Reserves comprise: Reserves Appropriations of profit and/or retained earnings Legal reserve Section 116 of the Ac Public Companies Share premium Section 51 of the Public Act B.E. 2535 requiresCompanies to setcompanies aside share subscription received in excess monies of the par valu is not available for distribution.Share premium dividend The difference between net book value of asset of ofdifference The value subsidiarie book between net the control within equity. under common Surplus Initial Public Offering

common share of Baht common 2,950 million. Directly attributable expenses of the initial public offering on share capital totalling the from the received Baht were deducted 129.10 million premium from offering. The trading begin sharesin of the S the Company 2016. million common shares. Theshares new were sold at common million a price of Baht 10 per share (par at value Baht 5 which includesthe premium 5),5,900 million totalingat share Baht Baht common on premium and

tes to the financial to the statements tes

18 17 (Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG Company Limited and its Subsidiaries its and Limited Company BCPG No For the year ended 31 December

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to Annual Report 2016 172 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

20 19 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries

tes statements tothe financial Total Rendering services of Revenue from adder Revenue from sale

assets. the of geographical location domicile. Segmentcountry of non In presenting information geographical of segments, basis on the entity’s onthe segment based are sales Geographical segment A Revenue services rendering from sale of and Group’s the of majority The Major customer from electricity of business, of singleline a in operates Group the Managementthat considers Business segment Segment information

million Total Japan Thailand electricity

uthority.

) were )

from

solar cell solar of of

sales to the the to sales

. T

No herefore, Electricity Generating r

5 evenue 2016

current assets (exclude der (exclude assets current

3,038,913 2,023,933 1,059,980 the group the

approximately Baht 2,830.6 approximately Baht For the year ended financial statements 2016 3,083,913 2,830,600

2016 Consolidated

253,313

December

Revenues has has

A 3,024,226 2,111,271 only one reportable segment.only onereportable

uthority of Thailand Thailand of and uthority 912,955

2015

3,024,226 3,024,226

31 - 2015

ivatives and deferred tax) are based on the the on based are tax) and deferred ivatives

(in thousand Baht)

For the year December million (

ended 31ended

746 513,596 204,451 2016

28,800 16,297,723 10,232,324

6,065 production and distribution distribution and production financial statements ,847 2016 Non

: Baht 2015: Provincial Elect Provincial

,399

- Separate current assets

from 17 2015 July

to 31Decemberto

For the period

10,239,443 10,239,443

3,024.23 2015 2015 68,671 45,188 19,263 4,220 ricity -

BCPG Public Company Limited 173

245 -

1,917 1,917

1,700 1,888 5,041 2,846 5,769 42,741 17,489 44,658 42,741

2015 2015 the period period the

For For the period period For the to31 December to 31 December

from 17 July 2015 17 from from 17 July 2015 17 from

Separate Separate

017 725 financial statements financial financial statements financial

53,961 21, 74,978 65,313 13,680 17,750 60,721 2016 2016 327,163 168,974 1,489,071 1,489,071 1,564,049 ended 31 ended 31 ended 31 ended 31 December December For the year year For the For the year year For the

(in thousand Baht) thousand (in (in thousand Baht) thousand (in

- - - 31 31

6,775 8,745 2,631 6,368 7,195 13,677 13,677 13,677 13,724 45,438

2015 2015

December December

- - -

Consolidated Consolidated 26,764 26,764 26,764 8,025 financial statements financial financial statements financial 2016 2016 For the year ended ended year For the For the year ended ended year For the 13,682 34,155 209,530 124,436 600,170 210,342

2016

5 5

Note

ndirect

and i

subsidiaries

Management service expense service Management expense Transportation fee Consultancy Others Total expenses Personnel

Interest income Subsidiaries Financial institution Total income Dividend Subsidiaries

Depreciation and amortisation Depreciation expenses Administrative Investment income income Investment

tes to the financial to the statements tes

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

22 For For the year ended 31 December 21 BCPG Company Limited and its Subsidiaries its and Limited Company BCPG No (Formerly: BCPG Company Limited) Company BCPG (Formerly: Annual Report 2016 174 23 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries

Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

tes statements tothe financial

The The Defined contribution plans

Employee expenses benefit salaries and byCompany the ranging rates at from 5% basis.Contributions are made monthlyemployees rates bythe at ranging from 5% licensed Fund Manager.licensed arefundsprovident re Total Others Con Wages andsalaries Other e Others Contribution provident to Wages andsalaries Key managementpersonnel

fund fund

tribution to provident company

mployees

established

gistered with Ministrythe Finance of as juristic entities and managed are by a

provident funds

Note 2016 5

113, 221,842 167, For the year ended 2016 financial statements 54,730 13,452 40,391 51, f or its employees. Membersh to onfunds ip the is voluntary a 2,

Consolidated

887 294 303 112 515

December 61

2015

10,561 15,360 14,141 or 10%or 1,219 1,105 3,286

294 31 74 40

(in thousand Baht)

of theemployees’ basicsalaries. The

For the year December ended 31ended 19,388 25,807 19,721 65,313 39,506 18,169 2016 1,949 5,199 887 financial statements

or 10% or Separ

from 17 2015 July to 31Decemberto

For the period ate

of theirof basic

2015

2,341 1,122 1,219 1,105

970 86 66 74 40

December 31 ended year the For 25 No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries 24

tes statements tothe financial

accordancewithrequireme the The statements of incomeinclude an analysisof expenses by function. Expenses by naturedisclosed in

Finance costs nature by Expenses Included in cost of sales of goods Total Less financecosts Other ofAmortisation transaction expense interest Total Financial institution Parent Interest expense: A Depreciation Included in administrative Amortisation Depreciation

- mortisation and rendering of services: cost cost qualifyingof assets: costs c expenses:

Property, plant and construction equipment under

amount thein included

apitalised

nts of various of nts wereTFRS as follows: Note

2016 5

349,321 319,366 219,861 For the year ended 2016 (16,819) financial statements 566,547 For the year ended 46,352 99,505 2016 financial statements 26,947 7,564 Consolidated

422 Consolidated

461

December

December 62

208,374 201,843 184,860

469,987 201

16,983 2015

6,507

6,680

31 5 - 515 809 31 24

(in thousand Baht)

(

in thousandin Baht)

For the year For the year December ended 31ended December ended 31ended 237,610 200,641 101,136 2016 2016 36,969 99,505 160,592 financial statements financial statements

- - 714

826 11

Separate

from 17 2015 July from 17 2015 July

to 31Decemberto

to 31Decemberto For the period For the period

2015 2015 16,983 17,199 16,983

7,942 5,740

216 - - -

29 41

BCPG Public Company Limited 175

41 29

- - - 216

5,740 7,942

16,983 17,199 16,983 2015 2015

For the period period For the For the period period For the to 31 December

to 31 December

from 17 July 2015 17 from from 17 July 2015 17 from

Separate

11 826

714 - -

financial statements financial financial statements financial 160,592 99,505 36,969 2016 2016 101,136 200,641 237,610 ended 31 ended 31 December ended 31 ended 31 December For the year year For the For the year year For the

in thousand Baht) in thousand

(

(in thousand Baht) thousand (in

24 31 809 515 - 5 31

6,680

6,507

2015 16,983

201 469,987

184,860 201,843 208,374

62 December

December

461

Consolidated 422

Consolidated 7,564 26,947 financial statements financial 2016 99,505 46,352 For the year ended ended year For the 566,547 financial statements financial (16,819) 2016 For the year ended ended year For the 349,321 219,861 319,366

5 2016

Note nts of various TFRS were as follows: as TFRS were nts of various

apitalised

amount included included in the amount

equipment under under equipment construction Property, plant and and plant Property,

cost of qualifying assets: of qualifying cost costs c costs expenses: and rendering of services: of and rendering mortisation -

Other finance Other finance costs Less Total Interest expense: expense: Interest Parent institution Financial Total interest expense transaction Amortisation of

Depreciation A Depreciation Amortisation administrative in Included

Included in cost of sales of goods of sales of cost in Included Finance costs Finance Expenses by nature

The statements of income include an analysis of expenses by function. Expenses by nature disclosed in nature disclosed by Expenses function. by expenses of analysis an include income of statements The the requireme accordance with

tes to the financial to the statements tes

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

25 24 (Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG Company Limited and its Subsidiaries its and Limited Company BCPG No For For the year ended 31 December Annual Report 2016 176 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries 26 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries

tes statements tothe financial

Reconciliation of effective ratetax

Income tax recognised in orprofit loss Income taxexpense Profit beforeProfit income tax expense expense incometaxTotal Movements in temporary differences tax expenseDeferred Adjustment for prior years Current year Current period tax expense Total Others Gain from disposal of investment under Over Current year losses for which no Expenses not deductible for tax Income su not ofEffect different tax rates foreignin Income using the tax corporationThai

common control jurisdictions rate tax deferred tax asset was recognised other adjustmentspurposes/ greaterdeductible amount a at are

provided priorin years

bject to tax/ Expenses that that tax/ Expensesbjectto

(benefit)

2016

(20,016 (20,016 (19,051) For the year ended financial statements 2016

965 965

Consolidated

December - Rate (%)

) )

Consolidated statements financial 2016

2015

13,133 13,108 11,415 (1,693) (1

(in thousand 1,522,274 ,693) 31 (4 (25)

103,046 304,455 (in thousand Baht) (19,051)

Baht )

37, 9,260 2,185

(55

44 - -

1) 6

) For the year

December ended 31ended

2016

(8,730) (8,730) (8,730) financial statements - - -

Rate (%) 0.53 20

Separate

2015 For the period

from 17 July from17 July

2015 to 31 December

(in thousand

2,158,787

2015 (432,702) 431,757 Baht ) 10,118 11,415 1,928 (506) (506) (506)

- - - - 339 - (25)

BCPG Public Company Limited 177

- fter 1 116

(506)

1,928 58,647 11,729 58,545 68,671 10,126 Baht ) (14,279)

2015 2015 (in thousand (in

For the period period For the period from 17 from period to 31 December

from 17 July 2015 17 from

July 2015 to 31 2015 July December December -

Separate 20 (%) Rate

For the For the

inancial statements inancial f

28,800

2016 718,047 746,847

ended 31 ended 31

December For the year year For the

1,177 8,415

(8,730) 54,213 Baht )

2016 286,496

(359,031)

(in thousand Baht) thousand (in 1,432,482 (in thousand (in

Separate financial financial statements Separate

sales.

5,906

2015

December December

3,018,320 3,024,226 -

m such operations. m

(%) For the year ended 31 ended year For the Rate

promoted businesses:promoted

December

Consolidated financial statements financial 2016 For the year ended ended year For the 253,313

3,083,913 2,830,600

2016

businesses is entirely domestic

nesses

busi

bject bject to Expenses tax/ that are

moted pro Exemption from payment of import duty on machinery approved by the Board; Board; the by approved on machinery duty of import payment from Exemption Exemption from payment of income tax for certain operations for a period of eight years from the the from years offor eight a period operations tax certain offor income payment from Exemption fro derived first is income the on which date

privileges granted include granted privileges

other adjustments other asset recognised was deductible at a greater amount greater at a deductible evenue from promoted from evenue rate

Non Non Total

Promoted businesses Promoted Summary of revenue from promoted and non promoted from of revenue Summary

R with certain and conditions terms comply prescribed must in the the Company company, promoted As certificates.promotional (a) Promotional privileges Promotional has 2520, the of B.E. Company Act Promotion virtue of thethe provisions Industrial Investment of By relating to production of electricity the solarBoard of Investment by beenprivileges granted from cell. The (b) Revenue Code Amendment Act No. 42 B.E. 2559 dated 3 March 2016 grants a reduction 2016 grants a 3 March of the2559 dated B.E. 42 Act No. Amendment Code Revenue corporate income tax rate to 20% of net taxable profit for accounting periods which on begin or a January 2016. Income tax reduction

Expenses not deductible for tax purposes/ taxfor purposes/ deductible not Expenses tax no deferred which for losses year Current Others Total Profit before income tax expense tax income Profit before tax Thaicorporation tax the using Income not su Income

tes to the financial to the statements tes

27 (Formerly: BCPG Company Limited) Company BCPG (Formerly: For the year ended 31 December BCPG Company Limited and its Subsidiaries its and Limited Company BCPG No BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to Annual Report 2016 178 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries

29 28 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries

tes statements tothe financial

2016p interim dividend quarter payment the third the for meeting Company the Director’s of of Board At the on13December held meeting 2016, the approved Dividends share earningsper basic of calculations The earnings perBasic share November 2016. 11 on shareholders the to was paid dividend million. The amounting 776.10 Baht share, to 0.39 per interim dividpaymentend year the 2015and for meetingthe the approved Company 2016, October meetingon 17 the of Director’s held of Board At the amounting dividend 298.50million. Baht The to on the profit on the beginning. the at value par occurred 5, assumingsuch of decrease the prop the in number shares ordinary of Company The the averageperiods. during outstanding the number restated has shares ordinary of Basic earnings per share share per earnings Basic W paid and issued Effect of shares at issued shares Number of ordinary Profit former to attributable Profit Basic earnings Basic

restructuring (basic) sharesoutstanding ordinary the beginning businessafter restructuring restructuring business before shareholders shareholders before business business before shareholders - eighted average number of number of average eighted

after businessafter restructuring - attributable to formerto attributable

attribut

attributable to sharehold to attributable

able to able

for the the for per share per share of the year/period of the

shareholders shareholders years

(in (in (in Baht) (in

Baht)

attributable to ordinary shareholders of the Company weighted the of the and shareholders ordinary to attributable up

ers ers

2016

Consolidated financial statements financial Consolidated

1,399,481 1,541,32

ortion of decrease of the par value for share from Baht 10 to Baht Baht 10to fromBaht share for valuepar the of decrease of ortion 659 740,000 2016 For yearFor

1.10 , - - 481

for the years end 31 Decemberyears end the for

endedDecember 31 65

was was

semi

(in thousand shares/thousand Baht) paid to the shareholders on 9 January 2017. on9January shareholders the to paid -

annually erformance a 2015 1,958,591

128,877 188,780 124,877 15.20

1.46 4 ,000

2016 performance at the rate of Baht Baht of rate the 2016 performanceat

the rate of rate the For year For ended 31 December Separate financial statements financial Separate

1,441,212 1,399,481 2016 and 2015 2016 2016 659,481 740,000 1.03 - -

Baht 0.15 per share, share, 0.15per Baht

For the period theperiod For

fro were based were based 2015 to 31 December m 17July 2015 128,877 124,877

59,153 0. 4

,000 - - 46

BCPG Public Company Limited

179

Total 145,475 510,199 1,246,644 5,692,330 7,594,648 1,193,731 8,956,492 10,150,223

stor, creditor

- - -

607,753

t rate risk from itsrate t from risk 1,501,544 2,109,297 5,342,837 5,342,837

After 5 After years

has a system of controlshas in a system 1

- - - (in thousand Baht ) Baht thousand (in 638,89 years

Group 4,190,786 4,829,677 3,613,655 3,613,655 and the periods in thewhich loans After 1 year 1 After year but within 5 5 within but

Consolidated financial statements financial Consolidated

- - - risk management process to ensure that management risk an

510,199 655,674 145,475 ’s 1,193,731 1,193,730

Within year 1

p is primarily exposed to interes p is primarily

interestsand level ofalso dividends tothe monitors

for speculative or trading purposes.

as at 31 December

4.22 5.25 4.22 4.23 4.23 5.25

annum)

------

rate nterest I 2.50 2.50 2.59 2.50 0.30 0.30 2.59 . The Grou (% per

controlling

utions 2016

licies

performance ofperformance contractual obligations by counterparties. The Group does - . thisThe that mitigates ensuring Group by risk the of majority its borrowings

)

interest bearing liabilities liabilities bearing interest

Note 14 from institutionsfinancial from

anagement continually monitors the anagement Group See

( oans from financial institutions financial oansfrom parties related oansfrom oans from financial institutions financial oansfrom oans

were as follows: term l term l term term l term

term loans from institfinancial loansterm from parties related loansterm from term l term ’s operations and its cash flows ------t interest rates of

current current

- - Short Short Long Long Shor Long

not hold or issue financial derivative instruments The Group is exposed to normal business risks from changes in market interestratesmarket and currency in changes businessfrom exposed risks istoGroup The normal ratesexchange and non from Financial instruments Financial Financial risk management po borrowings mature are at fixed interest rates The is integral to the businesswhole of the management The Group. Risk place tocreate an acceptable balance betweenthe costthe ofoccurringrisks and the costofmanaging Therisks. m Interest rate risk interest rate Interest in is market risk rates the thatrisk will future affect movements the results of the Group ordinary shareholders. appropriate balance between and control risk is achieved. Capital management confidence and market toand sustain of futurethe business. development The monitors Board the return on capital, which the definesGroup as result operating from activities by total divided shareholders’ non excluding equity, The Board of Directors’ is policy to a capitalstrong maintain base so as to inve maintain Total 2015 Current Non Current Non Total 2016

tes to the financialthe to statements tes

30 (Formerly: BCPG Company Limited) Company BCPG (Formerly: For the year ended 31 December BCPG Company Limited and its Subsidiaries its and Limited Company BCPG No

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to Annual Report 2016 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries

180 tes statements tothe financial

Total Non Current 2015 Total Non Current 2016 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries or private corporations and the risk perceived is low. riskperceivedis the and corporations private or governmentgenerally are However authorities small counterparties number parties. of concentrations credit of risk since most of its revenues are contracted long under Liquidity risk risk Liquidity contra and financial its settle to acustomer counterparty or of from resulting failure the Credit loss risk financial the is potential outstanding foreigncurrency to exposed riskThe Group is risk currency Foreign The Group The cash flows. cash Credit risk risk Credit risk. adequate byadequate m

Long Short Long Short - -

current current

-term loans - - - term loa

term from loans related parties term from loans related parties

monitors its liquidity risk and maintains a level of cash and cash equivalents deemed equivalents and cash cash riskof and maintains a level liquidity monitors its n foreigncurrencies ns fromns parties related

anagement to finance the Group the anagement finance to

from parti related

ctual o ctual

bligations to the Group the to bligations 2016 .

The Group enters cross currency swa cross Groupenters The

(%per annum) 1.60 2.50 2.50 1.60 Interest rate - - - -

4.23

4.22 4.22 4.23

’s operations and to mitigato and operations ’s

primarily Within 1 year Within

510,199 510,199 825,722 825,722 as and when they fall due. whenthey fall and as - -

from

Separate financialstatements

butwithin 5 After 1 yearAfter 1

4,190,786 4,190,786 2,312,757 2,312,757 loans from financial institutions fromloans financial p on loan contract to mitigate to the contract p onloan years (in thousand Baht ) te the effects of fluctuations in in fluctuations of effects the te - -

- term agreements a with

After 5 yearsAfter 5

1,501,544 1,501,544 2,638,209 2,638,209

and large public public and large

The The - -

Group

6,202,529 5,692,330 5,776,688 4,950,966 510,199 825,722 Total

has has

BCPG Public Company Limited 181

40,116 36,835 Total Total (54,499) 6,148,641 (7,133,502) (6,249,245)

3 3

------

Level Level

2 2 Fair value Fair value

40,116 36,835 (54,499) Level Level (6,249,245) 6,148,641 (7,133,502)

) ) xpected future cash flows using

statements 1 1 Baht Baht

------Level Level

n thousand i in thousand in

( (

- - - - olidated financialstatements Total Total Separate financial

6,179,050 (7,042,233) (6,202,529) 68 Cons

counter financialderivative instruments are based on broker

- - - -

the - current current

- -

(5,692,330) 3,680,858 (6,454,711) 2016 Non Non Carrying value Carrying value

- - - -

Current Current (510,199) (587,522) 2,498,192

priate.

oans

term l term term loansterm term loansterm - - -

(fixed rate) (fixed (fixed rate) (fixed contract contract rate) (fixed contracts interest rateinterest swap

Level 2 fairLevel for values over simple Long Long

Long Fair values of financial assets and liabilities As at 31 December 2016 and 2015, fair value of financial assets and liabilities is taken to approximately approximately to taken is liabilities and assets financial of value fair 2015, and 2016 31 December atAs items; following the except value, the carrying quotes. Those quotes are tested for reasonableness discounting by e market interest rate for a similar instrument at the measurement date. Fair values reflect the creditreflect of risk values Fair date. measurement the at instrument a similar for rate interestmarket the instrument and include adjustments toaccount take of the credit of risk the and counterpartyGroup approwhen Financial liability 31 2016 December 31 2015 December

Financial liability 31 2015 December Financial asset swap currency Cross Financial liability Interest rate swap Financial asset and currency Cross 31 2016 December

BCPG Public Company Limited and and its Subsidiaries and its and Limited Company Public BCPG Limited) Company BCPG (Formerly: 2016 ended 31 December the year for the financial statements Notes to

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: No

BCPG Company Limited and its Subsidiaries its and Limited Company BCPG For For the year ended 31 December

Annual Report 2016 182 Notes tothefinancialstatementsfor theyearended31December2016 (Formerly: BCPGCompanyLimited) BCPG PublicCompanyLimitedanditsSubsidiaries 33 32 31 December 31 ended year the For No (Formerly: BCPG Company Limited) BCPG Company Limited andits Subsidiaries

tes statements tothe financial

early. TFRS these adopt to plan not Groupdoes below.The out set 2017, are Group’s operations, which become 1January beginning effective after periods onor financial for annual Those statements. financial preparing these in applied been haveand not yetnot effective are but issued been A TFRS haverevised numberand new of Financial (TFRS) ReportingThai Standards yet not adopted period afterEvents thereporting non Commitments with holding equit 40% U.A.,ASEAN Cooperatief CapAsia Holdings in Wind interest Company 2017,the On 27January has erating wind power project. PWEI power project. wind operating precedence under the agreement, the under in precedence conditions the completion of Agreement the and Purchase Share signing of the to subject is transaction development of 14 Megawatts wind power project which located in Nabas, the Philippines. Nabas,the in located which development 14Megawattswind power project of Total Bank guarantee Other Total After five years After oneyear but within five years year one Within Non Total Buildings Capital commitment TAS 21 TAS (revised 2016) 19 TAS (revised 2016) 18 TAS (revised 2016) 17 TAS (revised 2016) 16 TAS (revised 2016) 12 TAS (revised 2016) 10 TAS (revised 2016) 8 TAS (revised 2016) 7 TAS (revised 2016) 1 TAS (revised 2016)

commitments other constructions

cancellable operating lease

commitment TFRS , equipment, machine

y in PetroWind Energy y Inc. PetroWind in (“PWEI”) which

- related parties The Effects of Changes in Foreign Exc Employee Benefits Revenue Leases Property, Plant and Equipment Income Taxes Events After Reportingthe Per Accounting Policies, Changes Accounting in Estimates Errors and Statement Cash of Flows Presentation of Financial Statements ry

2016

and cluding the app cluding the

signed a Term Sheet with CAIFsigned with Term a Sheet III the acquire Ltd.to Pte. owns an operati owns

Topic

2016 216,103 216, 69 financial statements 24,904 56,606 44,237 24,904

9,135 3,234

roval from Government. relevant Consolidated 103

new and revised TFRS that may that new andrevised TFRS the to berelevant

ng36 Megawatt

iod

2015

1,493 1,493 4,945 4,945

(in thousand Baht)

incorporated in the Philippines and Philippines the in incorporated - - - -

hange Rates

holding Company Netherlands in

s wind

2016 power project and a and project power financial statements

4,904 4,245 2,441 1,804 3,195 3,195 4,904

Separate

entire entire

2015 The The 1,493 1,493

------

BCPG Public Company Limited 183

ation

g, Restoration and Similar Similar and Restoration g,

Topic

ings Per Share ings ry assessment of assessment the potentialry initial on the consolidated impact and

2016 Liabilities liabilities

Fair Value Fair Value Measurement Decommissionin in Existing Changes and Impairment Financial Reporting Interim and financial assets financial of derecognition for guidance Accounting Borrowing Costs Borrowing Disclosures Party Related Plans Benefit Retirement by and Reporting Accounting Statements Financial Separate Earn FinancialReporting Interim Assets Contingent and Liabilities Contingent Provisions, Assets Intangible Present and Disclosure Instruments: Financial Combinations Business Segments Operating Statements Financial Consolidated

TFRS

no. 5/2559

TFRIC 10 (revised 2016) 10 (revised TFRIC Announcement FAP TFRS 3 (revised 2016) (revised TFRS 3 2016) (revised TFRS 8 2016) (revised TFRS 10 2016) (revised TFRS 13 2016) 1 (revised TFRIC TAS 27 (revised 2016) (revised TAS 27 2016) (revised TAS 33 2016) (revised TAS 34 2016) (revised TAS 37 2016) (revised TAS 38 2016) (revised TAS 107 2016) (revised TAS 23 2016) (revised TAS 24 2016) (revised TAS 26 a prelimina hasGroup The made separatefinancial statements of theseand expects and new revised TFRSthat there will be no material on the financialimpact statements in the period of initial application.

tes to the financial to the statements tes

(Formerly: BCPG Company Limited) Company BCPG (Formerly: BCPG Company Limited and its Subsidiaries its and Limited Company BCPG No For For the year ended 31 December

Contact Customers Business 17 July2015 Company establishmentandCommercialoperation Registration No.0107559000095 BCPG PublicCompanyLimited • • • • • • Electricity generationfromrenewableresources • TheOfficeoftheCompanySecretary Company Information Company Website E-mail :[email protected] Tel +6623358902Fax8900 Internal AuditDepartment E-mail :[email protected] Tel +6623354659Fax8900 E-mail :[email protected] Tel +6623358945Fax8900 Investor RelationsDivision Electric PowerCompanies Provincial ElectricityAuthority Electricity GeneratingAuthorityofThailand www.bcpggroup.com Other Key Information General Information and BCPG Public Company Limited 185 8 Marina Boulevard # 05-02, Marina Bay Financial Centre, Singapore 018981 8 Marina Boulevard # 05-02, Marina Bay Financial Centre, Singapore 018981 2 Matex Building 2, 8th Floor, 1-9-10, Matsugaya, Taito-ku, Tokyo, Japan111-0036 Akasaka Intercity Building, 6th floor,1-11-44 Akasaka, Minato-ku, Tokyo, Japan 107-0052 Tel +81-80-2301-7073 Fax +81-3-5544-8689 Website : www.bcpg.jp 137 - 139 Moo 30, Tambon Nakam, Kabin Buri District, Prachinburi 25110 216 - 218 Moo 4, Tambon Huatalay Bamnednarong District, Chaiyaphum 36220 216 - 218 Moo 4, Tambon Huatalay Bamnednarong 111 - 111/2 Moo 9, Tambon Takien, Dan Khun Thot District, Nakornratchasima 30210 111 - 111/2 Moo 9, Tambon Takien, Dan Khun 120 - 120/2 Moo 7, Tambon Bukkrasang, Nong Ki District, Burirum 31210 120 - 120/2 Moo 7, Tambon Bukkrasang, Nong 99/1 Moo 9, Bang Krasan Sub District, Bang Pa-in District, Phra Nakorn Sri Ayutthaya 13160 Pa-in District, Phra Nakorn Sri 99/1 Moo 9, Bang Krasan Sub District, Bang Bangchak Solar Energy (Burirum) Co., Ltd. Chai District, Burirum 31140 245-246 Moo 3 Tambon Salangtone, Prakhon 2098 M Tower Building, 12th Floor, Sukumvit Road, Bangchak, Phrakhanong, Bangkok 10260 12th Floor, Sukumvit Road, Bangchak, Phrakhanong, 2098 M Tower Building, +662 335 8900 Website : www.bcpggroup.com Tel +662 335 8999 Fax 99/1 Moo 9, Bang Krasan Sub District, Bang Pa-in District, Phra Nakorn Sri Ayutthaya 13160 Ayutthaya 13160 Sri Sub District, Bang Pa-in District, Phra Nakorn 99/1 Moo 9, Bang Krasan +663 527 6014 Tel +663 527 6000 Fax BSE Energy Holdings Pte. Ltd. (BSEH) BCPG Investment Holdings Pte. Ltd. (BCPGI) Huang Ming Japan Company Limited BCPG Japan Corporation Bangchak Solar Energy (Prachinburi) Co., Ltd. Bangchak Solar Energy (Chaiyaphum1) Co., Ltd. Bangchak Solar Energy (Chaiyaphum1) Bangchak Solar Energy (Nakornratchasima) Co., Ltd. Bangchak Solar Energy (Nakornratchasima) Bangchak Solar Energy (Burirum1) Co., Ltd. Bangchak Solar Energy (Burirum1) Co., Subsidiaries Bangchak Solar Energy Co., Ltd. BCPG Public Company Limited (Bangkok office) BCPG Public Company Office Limited (Head Office) BCPG Public Company Annual Report 2016 186 Auditor Information onReference Persons Others Empire Tower,50 KPMG PhoomchaiAuditLimited Tel +6620099000Fax9991 93 RatchadaphisekRoad,Dindaeng,Bangkok10400 Securities RegistrarThailandDepositoryLimited Tel +6620099000Fax9991 93 RatchadaphisekRoad,Dindaeng,Bangkok10400 Issuer ServiceUnit Contact: • Shareholders’informationchange • Reportinglossesofsharecertificates • Investorsupport Tel +6626772000Fax2222 Bangkok 10120 1 SouthSathornRoad,Yannawa,Sathorn, th -51 st Floors, BCPG Public Company Limited 187 BCPG Public Company Limited 2016 Annual Report