Bangchak Corporation Public Company Limited (BCP) is preparing to hold its 2026 Annual General Meeting (AGM) in electronic format (E-meeting) on 10 April 2026.
The capital market closely watches this meeting due to a crucial agenda to amend the company bylaws aimed at strengthening prevention of "gray capital," a continuing issue, with the latest update on the shareholder ACE's status.
Recently, Bangchak's shareholder structure faced a major confidence shock when the Anti-Money Laundering Office (AMLO) ordered the seizure and freezing of assets related to Alpha Chartered Energy Company Limited (ACE), a top major shareholder.
Shares worth around 6 billion baht were frozen amid suspicions of links to international money laundering and scam networks, implicating the major shareholder in the "gray capital" controversy, leading to special anti-money laundering law enforcement and raising serious questions about the company's management approach.
Chaiwat Kowavisarach, Group CEO of Bangchak Group and President of BCP, said this issue is very significant for the oil business since transactions in this industry primarily use the US Dollar.
Furthermore, oil sourcing involves cross-border dealings with OECD countries in Europe and trading hubs like Singapore. A lack of transparency or internationally accepted standards could impact future procurement and international transactions.
This prompted Bangchak's board to consult legal advisors in Thailand and the US before deciding to propose to shareholders in “Agenda 7: Approval of Company Bylaw Amendments” to raise standards to align with international norms.
The bylaw amendments will add provisions to Article 24 (6), (7), and (8), primarily prohibiting individuals who have been charged by government agencies or have had assets seized or frozen under anti-money laundering laws from serving as company directors.
It also bans individuals restricted from transactions by authorities in the US, UK, Singapore, the UN, the EU, and the OECD, or representatives of such entities, from holding director positions.
This agenda requires a special resolution with at least three-quarters of attending shareholders’ approval. The company believes these upgrades support sustainable growth goals and uphold standards in global indices.
A legal and capital market controversy arose because initially, Alpha Chartered Energy Company Limited (ACE), a major shareholder, was listed in the meeting invitation as a "special interest shareholder" without voting rights on the bylaw amendments due to its shareholder structure being linked to individuals whose assets were frozen by AMLO. However, on 26 March 2026, ACE submitted an objection letter to the company. Subsequently, at the board meeting No. 6/2026 on 7 April 2026, after considering the objection and assessing the situation, the board found no clear interpretation for special interest shareholders in this bylaw amendment agenda.
Therefore, to fairly protect shareholder rights, the board resolved to grant ACE the right to vote on the approval of the bylaw amendments.
Chaiwat explained this is a novel case without prior legal precedent in Thailand, raising broad and narrow interpretations of conflict of interest issues.
The board also instructed urgent inquiries to relevant authorities, such as the Department of Business Development, to clarify legal points and guide proper and appropriate actions.
Chaiwat emphasized the company values the annual general meeting as a key governance mechanism and does not intend to restrict shareholders’ rights to nominate or support individuals. However, he stated voting should be based on governance principles, transparency, and propriety to ensure decisions reflect shareholders’ long-term interests.
Since considerations about director qualifications might impact business operations and confidence among shareholders and stakeholders broadly, the company carefully examines all facts and connections involved.
Chaiwat revealed that the oil business requires meticulous advance planning, especially amid high global market volatility due to geopolitical issues. The company has prepared comprehensively to ensure Thailand has sufficient oil supplies and avoids shortages.
The company procures crude oil through planned, ship-by-ship purchases to evaluate and select oil types suited to market demand and its refining processes. Currently, the company maintains enough oil reserves for up to 60 days of usage.
Overall, Thailand’s energy structure is flexible and well-designed, notably with an "oil fund" acting as a buffer to absorb temporary price volatility, preventing panic and stabilizing prices at service stations.
Regarding profit or loss from stock valuation (Stock Gain/Loss), this is a natural business mechanism fluctuating with global market cycles, and the company has the capacity to manage and meet these challenges.
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