Investor Relations

 

PTTEP 13143/00-3408/2019                                                                              

Investor Relations Tel. +66(0) 2537 4868, +66(0) 2537 5843

29 March 2019

 

President

The Stock Exchange of Thailand

93 Ratchadapisek Road, Dindaeng

Bangkok 10400

 

 

Dear Sir,

 

Subject:   Resolutions of the 2019 Annual General Shareholders’ Meeting

 

PTT Exploration and Production Public Company Limited (PTTEP) would like to report the resolutions of the 2019 Annual General Shareholders’ Meeting held on Monday 29 March 2019 at 14.00 hrs. at Bangkok Convention Center, 5^th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok. The details are as follows:

Agenda Item 1                 To acknowledge the 2018 performance results and 2019 work plan of the Company

Resolution:                       The Meeting acknowledged the Company’s 2018 performance and 2019 work plan as proposed.

Agenda Item 2                 To approve the financial statements for the year ended 31 December 2018

Resolution:                      The voting comprised agreed 3,279,125,574 votes or 99.9998%; disagreed 8,177 votes or 0.0002%; abstained 4,895,598 votes; and voided ballots 20 votes.

                                           It is resolved that the Meeting, by majority of the total of votes cast by shareholders who were present and voted, approved the financial statements for the year ended 31 December 2018 as proposed.

Agenda Item 3                 To approve the dividend payment for 2018 performance

Resolution:                      The voting comprised agreed 3,283,209,818 votes or 99.9998%; disagreed 8,177 votes or 0.0002%; abstained 812,112 votes; and voided ballots 2,020 votes.

                                         It is resolved that the Meeting, by majority of the total of votes cast by shareholders who were present and voted, approved the dividend payment for the year 2018 at the rate of 5.00 Baht per share. The Company has already made an interim dividend payment for the first-half-year operation of 2018 on 24 August 2018 at the rate of 1.75 Baht per share from unappropriated retained earnings under the Revenue Code. The remainder of the 2018 dividend of 3.25 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act shall be payable on 11 April 2019 to those shareholders who are entitled to receive the dividend as listed on the Record Date on 13 February 2019.

Agenda Item 4                 To appoint the auditor and consider the auditor’s fees for year 2019

Resolution:                      The voting comprised agreed 3,261,940,598 votes or 99.4532%; disagreed 17,934,892 votes or 0.5468%; abstained 4,156,817 votes; and voided ballots 20 votes.

                                          It is resolved that the Meeting, by majority of the total of votes cast by shareholders who were present and voted, approved the appointment of the State Audit Office of the Kingdom of Thailand (SAO) to be the Auditor of PTTEP for the year 2019 with a fee of 2,800,000 Baht as proposed.

 

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

Resolution:                      The voting comprised agreed 3,223,732,551 votes or 98.1638%; disagreed 59,381,242 votes or 1.8082%; abstained 916,989 votes or 0.0279%; and voided ballots 2,376 votes or 0.0001%.

                                          It is resolved that the Meeting, with more than two-thirds of the total number of votes cast by the shareholders who were present, approved the remuneration package of the Board of Directors and the sub-committees as proposed with details as follows.

                                          (1) The retainer fee of the Board of Directors at the rate of 40,000 Baht/person/month and the meeting fee of 50,000 Baht/person/meeting for the Board of Directors, 45,000 Baht/person/meeting for Sub-committee members (only when attending the meeting). The Chairman of the Board should receive an extra 25 percent for both fees. The Chairman of Sub-committee should receive an extra 25 percent of meeting fee. This shall be effective from 2019 onwards until shareholders approve otherwise.

                                          (2) Bonus for the whole Board at 0.2 percent from the annual net profit as stated in the Company’s consolidated annual financial statements and the Chairman of the Board should receive an extra 25%, with the total limited to 60 million Baht if there was an annual dividend payment to shareholders, effective from 2018 financial statements onwards until shareholders approve otherwise.

 

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

Resolution:                      The voting for each nominated director is as follows:

	Namelist		Agree, %	Disagree, %	Abstain	Voided Ballots
1	Mr. Achporn	Charuchinda	3,195,893,909 (97.3440%)	87,197,369 (2.6560%)	940,456	1,524
2	Mr. Sethaput	Suthiwart-Narueput	3,240,147,983 (98.6901%)	43,005,986 (1.3099%)	879,269	20
3	Major General Nimit	Suwannarat	3,214,259,094 (97.9042%)	68,806,569 (2.0958%)	967,575	20
4	Mr. Wirat	Uanarumit	3,223,368,022 (98.1822%)	59,679,391 (1.8178%)	985,825	20
5	Ms. Penchun	Jarikasem	3,223,483,331 (98.1827%)	59,665,912 (1.8173%)	883,995	20

                                          It is resolved that the Meeting, by majority of the total of votes cast by shareholders who were present and voted, approved the election of 5 directors as proposed. Three directors (number (1), (2), and (3)) are the independent directors according to the notifications that their qualifications conform to PTTEP Definition of Independent Director.

 

Sincerely yours,

 

 

(Mr. Yongsith Kosawititkul)

Company Secretary