SET Notification

Agendas, and Publication of the Meeting Notice for the 2017 Annual General Shareholders’ Meeting

16 February 2017

PTTEP 13061/00-1651/2017

Corporate Secretary Division
Tel: 02 537 4775
Fax: 02 537 4500                           

February 16, 2017

President
The Stock Exchange of Thailand
93 Ratchadapisek Road, Dindaeng
Bangkok 10400

Dear Sir,

Subject:           Agendas, and Publication of the Meeting Notice for the 2017 Annual General Shareholders’ Meeting

Reference:      Letter No. PTTEP 13061/00-0899/2017, dated January 26, 2017

PTT Exploration and Production Public Company Limited or PTTEP’s Board of Directors at the meeting on January 26, 2017 has resolved to hold the 2017 Annual General Shareholders’ Meeting (AGM) on Wednesday, March 29, 2017 at 14:00 hrs. at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok. In this regards, PTTEP has fixed the Record Date on which shareholders have the right to attend the 2017 AGM and to receive dividends as February 9, 2017 and fixed the share registration book closing date as February 10, 2017 for gathering shareholders’ names under Section 225 of the Securities and Exchange Act B.E. 2535 (Amended B.E. 2551). The dividend will be paid on April 10, 2017, subject to approval from the 2017 AGM.

 

The Meeting agendas are as follows:

Agenda Item 1                                    To acknowledge the 2016 Performance Results and 2017 Work Plan of the Company

The Board of Directors’ Opinion:      The meeting should acknowledge the 2016 performance results including the financial statements and other matters as illustrated in the 2016 Annual Report and the Sustainability Report. The meeting should also acknowledge the Company’s 2017 work plan which will be presented in the meeting as proposed.

Agenda Item 2                                    To approve the financial statements for the year ended December 31, 2016

The Board of Directors’ Opinion:      The meeting should approve the financial statements for the year ended December 31, 2016 which have been audited by the Auditor and reviewed by the Audit Committee as proposed. The Board of Directors has also endorsed the financial statements. 

Agenda Item 3                                    To approve the dividend payment for 2016

The Board of Directors’ Opinion:      The meeting should acknowledge the interim dividend payment and approve the annual dividend payment for 2016 at 3.25 Baht per share. The company has already made an interim dividend payment for the first-half-year operations of 2016 on August 25, 2016 at the rate of 0.75 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2016 dividend of 2.50 Baht per share from unappropriated retained earnings under the Revenue Code, shall be payable on April 10, 2017, after obtaining approval from the 2017 AGM. The Shareholder’s entitled to receive the dividend are as per list on the Record Date: February 9, 2017.

Agenda Item 4                                   To appoint the auditor and consider the auditor’s fees for year 2017

The Board of Directors’ Opinion:      The meeting should approve the appointment of the Office of the Auditor General of Thailand to be the Auditor of PTTEP for the year 2017 with a fee of 2,350,000 Baht as proposed by the Audit Committee. The Audit Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.

Agenda Item 5                                    To approve the directors’ and the sub-committees’ remuneration

The Board of Directors’ Opinion:      The meeting should approve the remuneration package of the Board of Directors and sub-committees for 2017 and onwards which is the same as that of 2016. The Remuneration Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.

Agenda Item 6                                    To approve the appointment of new directors in replacement of those who are due to retire by rotation

The Board of Directors’ Opinion:      The meeting should elect 5 director nominees as screened   and proposed by the Nominating Committee namely,

(1) Mr. Ampon    Kittiampon              To serve directorship for another term

(2) Mr. Twarath  Sutabutr                 To serve directorship for another term

(3) Mr. Tevin      Vongvanich            To serve directorship for another term

(4) Mr. Somporn Vongvuthipornchai   To serve directorship for another term

(5) Mr. Kulit   Sombatsiri                   In replacement of Mr. Manas Jamveha

The Nominating Committee has duly reviewed this proposal which has been subsequently endorsed by the Board of Directors to further propose the list of director candidates to the State Enterprise Policy Committee for approval in accordance to the Regulations of the Office of the Prime Minister on State Enterprise Policy and Governance Determination. Besides, the directors who are considered to have potential conflicts of interest in this election did not vote for the proposal at the Board of Directors’ Meetings. The State Enterprise Policy Committee have been approved the 5 director nominees on January 20, 2017.

Agenda Item 7                                     Other Matters (if any)

The Board of Directors’ Opinion:      The meeting should not consider any other matters proposed at the meeting. This is to comply with the Principles of Corporate Governance for Listed Companies 2012 and the Annual General Shareholders Meeting Assessment Project that the meeting should consider only the issues which shareholders have been informed of in advance for fairness to all shareholders.

PTTEP will publicize the Notice of 2017 General Shareholders’ Meeting together with related documents on the Company’s website (www.pttep.com) under the Investor Relations/Shareholder Information/Shareholders’ Meeting section from February 28, 2017. These documents are the same ones to be sent to shareholders by post.

Sincerely yours, 

Pranot Tirasai 

Pranot Tirasai
Corporate Secretary