Annual Report 2018 Democratization of Energy : Power to the People for a Sustainable World. For All, By All. 04 54 Message from the Chairman Corporate Governance • Report of the Audit Committee • Report of the Nomination and Remuneration Committee • Report of the Corporate Governance Committee 06 • Report of the Enterprise-wide Risk Management Policy and Business Overview Committee • Major Changes and Milestones • Report of the Investment Committee • Relationship with the Major Shareholder 86 18 Sustainable Development Nature of Business • Solar Farms in Thailand • Solar Farms in Japan • Investment in Power Plants through Associates 98 Internal Control 30 Shareholding Structure 100 • Registered and Paid-up Capital Risk Factors • Shareholding Structure • Other Securities Offered • Dividend Policy 102 34 Connected Transactions Management Structure • Board of Directors 106 • Subcommittees Financial Position and Performances • Executive Management and Personnel • Major Events impact to Finance Statement in 2018 • Report from the Board of Directors concerning Financial Report • Financial Report 182 General information and other important information Vision BCPG Public Company Limited (“BCPG” or “the Company”) and subsidiaries (collectively called “BCPG Group”) aspire to create an energy business with green innovations to drive the organization toward sustainable excellence with well-rounded and smart personnel. Mission To invest, develop, and operate green power plants globally with state- of-the-art technologies founded on common corporate values, management, and business principles for sustainable growth and environmental friendliness 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 BCPG strives for continuous growth through operation and investment in renewable energy business both domestically and internationally, through M&A activities and development of new projects with various technologies such as solar, wind and geothermal powers. Additionally, the Company is focusing on producing and delivering clean energy directly to consumers while transitioning into retail market with “energy as a service” model. Innovation will play an important role in offering more choices to consumers in order for them to be able to produce green energy by themselves at a lower cost. The Company, established in 2015, has Thailand 147.9 MW intended to be one of Asia-Pacific’s leaders in renewable energy with different types Japan 131.2 MW of technologies. Additional, the Company The Philippines 20.0 MW has seek for an innovation in order to enhance fulfilment of consumers needs, Indonesia 181.5 MW and reduce environmental impacts. Install Capacity Contracted capacity and production 571.1 270.1 GWh MW in operation : 153.6 MW MW 312 under development : 116.5 MW 5 Hours per day in operation : 380.2 MW under development : 190.9 MW 29.0 GWh Contracted Capacity MW 46 in operation : 14.4 MW Hours per day under development : 14.6 MW 8 480.6 MW 181.5 1,250 GWh in operation : 325.5 MW in operation : 157.5 MW MW Hours per day under development : 155.1 MW under development : 24.0 MW 24 Revenue & Net profit & Return on Common Equity & Dividend Per Share & Earning Per Share Return on Asset Dividend Payout Ratio THB mn % THB per share 3,320.3 15.2% 0.64 57.6% 2018 2,219.2 1.11 2018 7.0% 2018 3,322.5 12.8% 2017 1,774.1 0.89 2017 6.2% 2017 0.61 68.5% Revenue Net Profit Earning Per Share ROE ROA Dividend Per Share Dividend Payout Ratio Organization Structure Hours Average 48 training hours No work-related injury Corruption incident No breach of customer privacy nor loss of Directors 3 Independent Directors 7 Employees 92 Executives 7 0 customer data Carbon Dioxide Emission Local employment Reduction co e / year 645,399 2 person Equivalent to 137 local labors hired in operational areas in 474,558 rais Thailand of reforestation Awards8 BCPG’s share price information (as of December 28, 2018) Stock Price Paid-up shares DPS 15.2 1,996.8 0.64 THB per share mn shares THB per share Market Cap 30,351.8 52-week High/Low Free Float (%) Dividend Yield (%) (THB mn) 28.0/14.7THB per share 28.1 4.2 P/E ratio (x) EV/EBITDA (x) CG scores 13.7 13.0 4 Annual Report 2018 Message from THE CHAIRMAN Dear Shareholders, BCPG Public Company Limited’s planned activities in 2018 had been accomplished in line with the Company’s growth strategies through investment in various technologies of renewable energy power plants. Furthermore, as the world moves towards decentralization, coupled with the sharing economy concept, which has resulted in a change in the way we consume energy in our daily lives. BCPG has thus enhanced our path forward by employing innovation into energy management and pioneered a blockchain-based Peer-To-Peer (P2P) energy trading project - the first-ever in South East Asia. In 2018, BCPG reported total revenue of 3,3320.3 billion Baht, with an EBITDA of 2,496.0 billion Baht, a net profit of 2,219.2 million Baht, equivalent to 1.11 Baht profit per share or an increase of 24.7 % from 2017. BCPG Public Company Limited 5 For business expansion, the Company started commercial BCPG aspires to be an innovative business that creates operations from Gotemba Project in Japan with a production sustainable future for all, enabled by renewable energy, capacity of 4.0 MW and from the Solar Government Projects smart technology and innovation. To realize this vision, the Phase 2 with the War Veterans Organization (WVO), with a Company announced its Sustainable Business Development total production capacity of 8.9 MW; namely a 5-MW solar Policy on 17 April 2018, to secure executives and employees project in Phra Phutthabat, Saraburi province, a cooperation support and adherence to the policy and its framework. The with WVO Lopburi, and 3.9-MW solar project in Tha Muang, Company also integrated the Vision and Business Strategy Kanchanaburi province, with WVO Supanburi. Additionally, with the United Nations Sustainable Development Goals the Company had acquired Lomligor Company Limited, the (UNSDG) to enable us to assess, improve, and communicate operator of a wind farm in Pakpanang subdistrict, Nakorn our performance to the public at large, as per details in Srithammarat, with total production capacity of 9.0 MW. this annual report. In the third quarter of 2018, the Company had completed With our strong commitment to innovatively develop the asset transaction for two solar power plants in Japan business whilst also caring for the environment and with a total production capacity of 19.3 MW; namely society, with good governance practices, personnel and Nikaho and Nagi Projects, to an Infrastructure Fund in Japan. organization-centric management and development, BCPG This is in line with BCPG’s strategy to maximize benefits for has been on countless occasions accredited with awards, shareholders by lowering Debt to Equity Ratio, stabilizing and certifications, in various areas, both domestically and cash flow and seeking ways to gain more cash for the new internationally. growth plans. As of 31 December 2018, the capacity of all BCPG’s projects commercially in operation totaled 325.5 MW On behalf of the Board of Directors, the management or a total installed capacity of 380.2 MW. and all employees of BCPG, I would like to express my sincerest appreciation to all shareholders and stakeholders The blockchain-based P2P energy trading at T77 for the confidence, trust and support you have always community in Bangkok, a collaborative effort by BCPG, extended to us. I, herewith, reaffirm our full commitment to Power Ledger, our digital energy partner, Sansiri, and the forge ahead in our business endeavours, whilst upholding Metropolitan Electricity Authority (MEA), officially commenced good corporate governance for our sustainable growth. pilot run on 22 August 2018. This project which is not only is the first in South-East Asia, but also the largest in size for the project of this kind the world is expected to start trading among the member entities in the near future. This remarkable achievement once again exemplifies BCPG’s leadership in the renewable energy sector and a trusted - Signed - business partner in the creation of next generation innovation Mr. Pichai Chunhavajira that will provide direct access to consumers. Chairman 6 Annual Report 2018 Thailand Japan MW BCPG was registered on July 17, 2015, with an initial 147.9n operaton 18 registered capital of THB 20 million. The Company currently uner eelopent 0 MW commands a paid-up capital of THB 9.984 billion, consisting 131.2n operaton 1 of 1,997 million common shares at a par value of THB 5 uner eelopent 11 per share. Bangchak Corporation Public Company Limited (“BCP”) is the major shareholder, with 70.1% of the paid-up capital (data as of December 11, 2018) to conduct a power generation business based on renewable energy, including solar, wind, and geothermal energy. The Company currently Philippines has solar, wind, and geothermal projects both in Thailand and overseas, namely Japan, the Philippines, and Indonesia. MW Today, BCPG Group boosts a contractual capacity of 480.6 20.0n operaton 1 MW (installed capacity of 571.1 MW). uner eelopent Indonesia MW 181.5n operaton 1 uner eelopent 20 Wind energy 29.0