SET Notification

Agendas for the 2020 Annual General Shareholders’ Meeting

19 February 2020

PTTEP 13143/00-1831/2020                                                                  

Corporate Secretary Division
Tel.+66(0) 2537 4832, +66(0) 25374819       
 
February 19, 2020

President
The Stock Exchange of Thailand
93 Ratchadapisek Road, Dindaeng
Bangkok 10400
Dear Sir,
Subject:           Agendas for the 2020 Annual General Shareholders’ Meeting
Reference:       Letter No. PTTEP 13061/00-1075/2020, dated 30 January 2020
 
PTT Exploration and Production Public Company Limited or PTTEP’s Board of Directors at the meeting on January 30, 2020 has resolved to hold the 2020 Annual General Shareholders’ Meeting (AGM) on Monday, March 30, 2020 at 14.00 hrs. at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok. In this regard, PTTEP has fixed the Record Date on which shareholders have the right to attend the 2020 AGM and to receive dividends as February 14, 2020. The dividend will be paid on April 10, 2020, subject to approval from the 2020 AGM.
 
The Meeting agendas are as follows:
Agenda Item 1                                 To acknowledge the 2019 Performance Results and 2020 Work Plan of the Company
The Board of Directors’ Opinion:       The Meeting should acknowledge the 2019 performance results including the financial statements and other matters as illustrated in the 2019 Annual Report and the Sustainability Report. The Meeting should also acknowledge the Company’s 2020 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, 2019
The Board of Directors’ Opinion:       The Meeting should approve the financial statements for the year ended December 31, 2019 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 2019 performance
The Board of Directors’ Opinion:       The Meeting should acknowledge the interim dividend payment and approve the annual dividend payment for 2019 at 6.00 Baht per share. The company has already made the interim dividend payment for the 2019 first-half-year operations on August 23, 2019 at the rate of 2.25 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2019 dividend of 3.75 Baht per share will be paid from unappropriated retained earnings under the Petroleum Income Tax Act and shall be paid on April 10, 2020, after obtaining approval from the 2020 AGM. The shareholders entitled to receive the dividend are those appearing on the shareholder list as of the Record Date on February 14, 2020.
 
Agenda Item 4                                  To appoint the auditor and consider the auditor’s fees for                                                               year 2020
The Board of Directors’ Opinion:        The Meeting should approve the appointment of  Ms. Amornrat Pearmpoonvatanasuk Certified Public Accountant Registration No. 4599 or Mr. Boonrueng Lerdwiseswit Certified Public Accountant Registration No. 6552, auditors from PricewaterhouseCoopers ABAS Ltd., to serve as the auditor of PTTEP for the year 2020 with an audit fee of 8,900,000 Baht as proposed by the Audit Committee. This proposal has been subsequently endorsed by the Board of Directors.
 
Agenda Item 5                                To appoint the Amendment of the Articles of Association  
The Board of Directors’ Opinion:       The Meeting should approve the Amendment of the Articles      of Association Article 9 paragraph 3, and Article 20, Chapter 3 Board of Directors, which have been endorsed by the Board of Directors.
 
Agenda Item 6                                  To approve the Board of 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 the year 2020 for all items i.e. Retainer fee, Meeting fee and Bonus of the Board of Directors, which is the same rate as that of 2019.  The Remuneration Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.
 
Agenda Item 7                                 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. Twarath Sutabutr               To serve directorship for another term           
(2)     Mr. Chansin Treenuchagron      To serve directorship for another term
(3)     Mr. Phongsthorn Thavisin         To serve directorship for another term
(4)     Mr. Patchara Anuntasilpa          To serve directorship for another term
(5)     Mr. Dechapiwat Na Songkhla     To serve directorship for another term

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 (SEPC) 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.
 
Agenda Item 8                                 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 Corporate Governance Code for Listed Companies 2017 and the Annual General Shareholders Meeting Assessment Project that the meeting should consider only the issues which shareholders have been informed in advance for fairness to all shareholders.
 
PTTEP will publicize the Notice of 2020 Annual General Shareholders’ Meeting together with related documents on the Company’s website (www.pttep.com) under the Investor Relations/Shareholder Information/Shareholders’ Meeting section. These documents are the same ones to be sent to shareholders by post.
 
Sincerely yours,

Maneeya Srisukhumbowornchai

(Ms. Maneeya Srisukhumbowornchai)
Company Secretary