Investor Relations
Shareholder's Meeting
Opening of the Meeting
Agenda Item 1
Agenda Item 1 (VDO Thai Version: 2014 Performance Result and 2015 Work Plan)
Agenda Item 2
Agenda Item 2 (Q&A)
Agenda Item 3
Agenda Item 3 (Q&A)
Agenda Item 4
Agenda Item 4 (Q&A)
Agenda Item 5
Agenda Item 5 (Q&A)
Agenda Item 6
Agenda Item 6 (Q&A)
Agenda Item 7
Agenda Item 7 (Q&A)
Agenda Item 8
Agenda Item 8 (Q&A)
Closing of the Meeting
Subject : Invitation to 2015 Annual General Shareholders’ Meeting
24 February 2015
To : Shareholders
Attachment :
- 2014 Annual Report and 2014 Sustainability Report
- PTTEP Definition of Independent Director [Download]
- Information on proposed candidates to be elected as directors [Download]
- Duties and responsibilities of PTTEP Sub-Committees [Download]
- Document and evidence required for meeting attendance proxy granting [Download]
- Bar code Registration Form to be submitted on the Meeting day and process of attending the Meeting [Download]
- Proxy
- Name List and Details of PTTEP Independent Directors proposed to serve as Proxy for Shareholders [Download]
- Envelope for returning Proxy Form to PTTEP
- PTTEP Articles of Association, the Public Limited Company Act and the Securities and Exchange Act concerning the Shareholders' Meeting and Vote Casting [Download]
- 2014 Annual Report and/or 2014 Sustainability Report Requisition Form [Download]
- Map of the Meeting location [Download]
PTT Exploration and Production Public Company Limited (PTTEP) would like to invite all shareholders to attend the 2015 Annual General Shareholders' Meeting on Thursday 26 March 2015 at 14.30 hours, at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok 10900. The meeting agendas are as follows:
Agenda Item 1 To acknowledge the 2014 Performance Results and 2015 Work Plan of the Company
Related Information :
The 2014 Company's performance is as detailed in Attachment 1, whereas the 2015 work plan will be presented on the Meeting day.The Board of Directors' Opinion :
The meeting should acknowledge the 2014 performance results including the financial statements and other matters as illustrated in the 2014 Annual Report and the 2014 Sustainability Report. The meeting should also acknowledge the Company's 2015 work plan which will be presented on the meeting day.Agenda Item 2 To approve the 2014 financial statements.
Related Information :
PTTEP's 2014 financial statements as of 31 December 2014 were audited by the Auditor and reviewed by the Audit Committee that they were accurate. The details of the financial statements are in Attachment 1 and are summarized comparing with last year as follows:Items | Million US Dollar | Million Baht | ||
---|---|---|---|---|
2014 | 2013 (Restated)* | 2014 | 2013 (Restated)* | |
Total Assets | 23,290 | 21,572 | 767,725 | 707,868 |
Total Liabilities | 10,742 | 9,853 | 354,105 | 323,332 |
Total Shareholders' Equity | 12,548 | 11,719 | 413,620 | 384,536 |
Total Revenues | 8,017 | 7,445 | 260,277 | 228,741 |
Profit for the year | 677 | 1,846 | 21,490 | 56,186 |
Items | US Dollar/Share | Baht/Share | ||
---|---|---|---|---|
2014 | 2013 (Restated)* | 2014 | 2013 (Restated)* | |
Basic Earnings per Share | 0.16 | 0.46 | 5.19 | 14.08 |
*Remark: Restated figure due to changes in accounting policy in accordance with Thai Accounting Standard No. 19 (revised 2012) - Employee benefit, which the Company adopted effectively on January 1, 2014. The Company has retrospectively adjusted the impact to the comparative figures for the year ended 2013.
The Board of Directors' Opinion :
The Meeting should approve the 2014 financial statements 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 2014 Performance
Related Information :
It is the policy of the Company that unless necessary cases, PTTEP will pay dividend to shareholders of no less than 30 percent of net income after tax every year. According to the Public Limited Company Act B.E. 2535 Section 115 and the Company's Articles of Association Clause 32, PTTEP Board of Directors may resolve to pay the interim dividend to shareholders in case the Company has adequate profits and subsequently inform the shareholders at the next shareholders' meeting.For 2014, PTTEP recorded a net income after tax of US Dollar 677 million. The Company's Board of Directors has considered that PTTEP should pay the dividend for the year operations of 2014 to the company's shareholders at 4.50 Baht per share and should further propose to the 2015 AGM for approval. The Company has already made an interim dividend payment for the first-half-year operations of 2014 on 22 August 2014 at the rate of 3.00 Baht per share (the entire amount was from net profits under the Petroleum Income Tax Act) and still has to pay the remaining dividend at the rate of 1.50 Bath per share; the entire amount is from net profits under the Revenue Code.
The dividend payment in Baht is in reference to the 2014 performance in US Dollar and the Weighted-average Interbank Exchange Rate of 3 business days prior to the Board of Directors' meeting resolution.
The payment record of 2013 and 2014 are as below:
Details of Dividend Payment | 2014 | 2013 | ||
---|---|---|---|---|
US Dollar | Baht | US Dollar | Baht | |
1. Net income (Million) | 677 | 1,847* | ||
2. Basic Earnings per Share | 0.16 | 0.46 | ||
3. Dividend Payout Ratio (Percentage) | 82.12 | 40.44 | ||
4. Total Dividend Payment (per Share) | 4.50 | 6.00 | ||
4.1 First-half-year Operations Dividend | 3.00 | 3.00 | ||
4.2 Second-half-year Operations Dividend | 1.50 | 3.00 | ||
5. Total Dividend Amount (Million) | 17,865 | 23,820 | ||
6. Number of Share (Million shares) | 3,970 | 3,970 |
*Remark: Restated figure due to changes in accounting policy in accordance with Thai Accounting Standard No. 19 (revised 2012) - Employee benefit, which the Company adopted effectively on January 1, 2014. The Company has retrospectively adjusted the impact to the comparative figures for the year ended 2013.
The Board of Directors' Opinion :
The meeting should acknowledge the interim dividend payment and approve the dividend payment for 2014 at 4.50 Baht per share. The Company has already made an interim dividend payment for the first-half-year operations of 2014 on 22 August 2014 at the rate of 3.00 Baht per share (the entire amount was from net profits under the Petroleum Income Tax Act) and still has to pay the remaining dividend at the rate of 1.50 Bath per share; the entire amount is from net profits under the Revenue Code. The remaining dividend for year operations of 2014 shall be payable on 9 April 2015 to those shareholders who are entitled to receive the dividend as listed on the Record Date on 12 February 2015 after obtaining approval from the 2015 AGM.Agenda Item 4 To approve the debenture issuance up to the total amount of US Dollar 3,800 million
Related Information :
PTT Exploration and Production Public Company Limited ("PTTEP") and/or its subsidiaries will raise fund to finance investment plan and /or for working capital up to the total amount of US Dollar 3,800 million to be issued in Baht or other foreign currencies by means of issuance of debentures in local and/or foreign markets. The offering can be made in lump sum amount or in allotments through a public offering and/or a private placement. The debentures will be guaranteed by PTTEP in case that the subsidiaries of PTTEP are the issuer of the debentures. For flexibility, related terms and conditions and details of the issuances such as type of debenture, tenor, interest rate, and bond repurchase will be determined by President and Chief Executive Officer of the Company in response to the prevailing conditions of the financial market. Regarding the issuance and offering of debentures, the Company must receive approval from concerned authorities and must comply with Public Limited Company Act B.E.2535, the Securities and Exchange Act B.E. 2535 and the Securities and Exchange Commission Notification related to the above issue.The Board of Directors' Opinion :
The meeting should approve the debenture issuance up to the total amount of US Dollar 3,800 million in order to finance investment plan and/or for working capital. The Risk Management Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.Agenda Item 5 To appoint the Auditor and consider the Auditor's fees for 2015
Related Information :
PTTEP has appointed the Office of the Auditor General (OAG) to serve as its independent auditor since the establishment of the company. There exists no conflict of interest between the independent auditor and the Company, its subsidiaries, executives, major shareholders, or others related to parties mentioned herein. The OAG is not the independent auditor for some of PTTEP's subsidiaries and associated companies, which are not classified as state-owned enterprises.The Audit Committee considers the OAG to be a reliable institution with a high performance record and an institution endowed with a sufficient number of qualified staff. In addition, the audit fee proposed by the OAG was considered reasonable.
The Audit Committee proposed that the OAG be appointed as the independent auditor of the Company for year 2015 with an annual audit fee of 2,350,000 Baht, an increase of 300,000 Baht from 2014. The fee increase is in line with the audit scope and responsibility due to the investment expansion and more international subsidiaries. The comparative audit fees are shown below.
2015 (Baht) | 2014 (Baht) | Increase (Baht) | |
---|---|---|---|
Audit Fee | 2,350,000 | 2,050,000 | 300,000 |
In 2014, the company paid a non-audit services fee to the OAG totaling 15,000,000 Baht for the preparation of Letters of Comfort for subordinated capital debentures issuance. In 2013, a non-audit services fee paid to the OAG totaling 15,000,000 Baht for the preparation of Letters of Comfort for international bond issuance.
The Board of Directors' Opinion :
The Meeting should approve the appointment of the Office of the Auditor General to be the Auditor for the year 2015 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 6 To approve the board of directors' and the sub-committees' remuneration
Related Information :
The 2014 Annual General Shareholders' Meeting, held on 27 March 2014 has approved the board of directors' and the sub-committees' remuneration for 2014 onwards. For this year, the Remuneration Committee has reviewed the remuneration package of the board of directors and sub-committees by comparing with other leading listed companies and among the companies of PTT Group. The Board of Directors agreed, in accordance with the recommendation of the Remuneration Committee, and deemed it appropriate to remain the 2015 remuneration package of the board of directors and the sub-committees to be the same rate as 2014 as follows:Board of Directors' Remuneration:
Items | Payment Principle |
---|---|
(1) Retainer fee | 40,000 Baht each per month, paid in full each month |
(2) Meeting fee | 40,000 Baht each per meeting, paid when attending the meeting only |
(3) Bonus | The Board of Directors would receive the bonus payment in the year that the Company pay dividend to shareholders. The bonus rate is at 0.1 percent of retained net profit with ceiling of 60 million Baht and adjusted according to each director's office periods. |
(4) Other Remuneration | N/A |
Remark: The Chairman of the Board shall receive a 25 percent increase of the above fees and bonus
Sub-committees' Remuneration:
There are five standing Sub-committees according to the Company's Article of Association: (1) the Audit Committee (2) the Remuneration Committee (3) the Nominating Committee (4) the Corporate Governance Committee and (5) the Risk Management Committee. Details of duties and responsibilities of each Sub-committee are in Attachment 4. The five Sub-committees' remunerations, which are the same rate as 2014 are as follows:Items | Payment Principle |
---|---|
Meeting fee | 40,000 Baht each per meeting, paid when attending the meeting only. |
Remark: The Chairman of the Sub-committees shall receive a 25 percent increase of the above meeting fee.
In year 2014, the total remuneration of the board of directors was 34,812,014 Baht, and the total remuneration of the Sub-committees was 4,600,000 Baht, details of the remuneration of each director are presented in the 2014 Annual Report (Attachment 1). Directors who are shareholders and independent directors, who have been granted proxies by shareholders, shall refrain from voting on this agenda, to avoid conflicts of interest.
The Board of Directors' Opinion:
The meeting should approve the remuneration package of the Board of Directors and sub-committees for 2015 and onwards which are the same as those of 2014. 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
Related Information:
Pursuant to the Public Limited Company Act and Clause 11 of the Company's Articles of Association, one-third of the Board of Directors or five directors who assume the offices of director for longest period must retire by rotation at the Annual General Shareholders' Meeting every year. In 2015, 3 retiring directors are qualified as independent directors as prescribed in PTTEP Definition of Independent Director. The said definition is stricter than the rule set by the Capital Market Supervisory Board regarding the shareholding as details in item 1 of PTTEP Definition of Independent Director (Attachment 2). The 5 directors who are due to retire by rotation are:- Mr. Prajya Phinyawat - Chairman of the Board of Directors and Chairman of the Independent Directors Committee
- Mr. Chakkrit Parapuntakul - Director and Member of the Risk Management Committee
- Admiral Tanarat Ubol - Deputy Chairman of the Independent Directors Committee, Chairman of the Corporate Governance Committee and Member of the Remuneration Committee
- Mr. Nuttachat Charuchinda - Director and Member of the Risk Management Committee
- Mr. Nuttavudh Photisaro - Resigned from position effective 1 January 2015
The Nominating Committee has thoroughly considered, for maximum benefit of the company, the existing board composition together with qualification, experience, expertise, term of directorship, the list of state enterprises directors of the State Enterprise Policy Office and proposal of PTT Public Co., Ltd. (PTT), PTTEP's major shareholder. The Nominating Committee deemed it appropriate to propose 5 director nominees who are qualified for being PTTEP directors to the shareholders to elect in replacement of those who are due to retire by rotation in 2015, as follows;
- Mr. Prajya Phinyawat Re-election for another term
- Mr. Chakkrit Parapuntakul Re-election for another term
- Admiral Tanarat Ubol Re-election for another term
- Mr. Nuttachat Charuchinda Re-election for another term
- Mr. Songsak Saicheua Replacing Mr. Nuttavudh Photisaro
- Mr. Prajya Phinyawat be re-elected for another term because he possesses the knowledge, expertise and experience in all-round petroleum business process from upstream to downstream. He also served as former top executive in exploration and production, petroleum business, petrochemical and refinery, as well as international trading businesses. Moreover, with Mr. Prajya's innovative visions, especially in the cultivation of research, development, and continuous learnings, PTTEP has been stably growing with competitive capabilities at regional level.
- Mr. Chakkrit Parapuntakul be re-elected for another term because he possesses specialization in finance and budgeting and experience of governing state enterprises.
- Admiral Tanarat Ubol be re-elected for another term because he possesses specialization in national marine security which will be beneficial for strategic planning of PTTEP's offshore operations.
- Mr. Nuttachat Charuchinda be re-elected for another term because he possesses good knowledge of engineering, energy business and strategy planning which could link the strategy between PTTEP and PTT Group to successfully accomplish target.
- Mr. Songsak Saicheua to replace Mr. Nuttavudh Photisaro because he possesses good knowledge and experience of international negotiation especially in commercial and economic cooperation, investment, energy etc. which will be beneficial to PTTEP's international growth.
The Board of Directors' Opinion:
The meeting should approve the election of 5 director nominees as screened and proposed by the Nominating Committee namely, (1) Mr. Prajya Phinyawat (2) Mr. Chakkrit Parapuntakul (3) Admiral Tanarat Ubol (4) Mr. Nuttachat Charuchinda and (5) Mr. Songsak Saicheua.The Board of Directors has already approved the aforementioned proposal. Among 5 nominated directors, 3 directors (numbers (1), (3) and (5) will be independent directors according to their notification that their qualifications are conformed to the PTTEP Definition of Independent Director. 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' Meeting.
Agenda Item 8 Other matters (if any)
Related Information:
According to the Public Limited Company Act B.E.2535, shareholders who together have total shareholding of no less than one-third of the total number of shares sold may propose other matters to the Meeting for consideration other than the agenda items of the Meeting prescribed above.The Board of Director's Opinion:
The meeting should not consider any other matters proposed at the meeting. This is to comply with the Principles of Good Corporate Governance for Listed Companies 2012 and the Annual General Shareholders Meeting Assessment Project that the Meeting should consider only the issues already informed in advance for fairness of the overall shareholders.PTTEP has fixed the Record Date on which shareholders have the right to attend the 2015 Annual General Shareholders' Meeting and to receive dividend on 12 February 2015 and fixed the share registration book closing date on 13 February 2015 for gathering shareholders' names under the Section 225 of the Securities and Exchange Act B.E. 2535 (Revised B.E. 2551). All shareholders are cordially invited to attend the Meeting on the date, time and place aforementioned and the registration counters will be opened for shareholders' registration from 10.30 hours onwards. The Chairman has designated related officers who register the meeting attendants to collect the proxy forms on his behalf. For greater convenience of all shareholders and proxy holders, it is recommended that all required documents and evidences as stated in Attachments 5, 6 or 7 (if any) be declared at the meeting's registration. Besides, shareholders may appoint PTTEP independent directors, whose list and details are in Attachment 8, as their proxy holders, and return the proxy forms together with supporting documents, Attachments 5, 6 and 7, to PTTEP by 20 March 2015 using the enclosed envelope (Attachment 9). The Company recommends that shareholders use Proxy Form B (Attachment 7) so that they can specify the vote casting of each agenda item. Shareholders can download Proxy Forms A and C from PTTEP website. PTTEP reserves the right not to register shareholders in case where required documents and evidences are incomplete or inaccurate or do not meet the requirements and conditions specified.
PTTEP will conduct the Meeting in accordance with the Company's Articles of Association and Public Limited Company Act concerning the Shareholders' Meeting as detailed in the Attachment 10.
For any questions concerning the above agenda items or any matters relevant to the Company, PTTEP welcomes opportunity to clarify these matters in the meeting. Please submit your questions in advance to CorporateSecretary@pttep.com or to the facsimile number 0-2537-4500. PTTEP will provide snacks and beverages for shareholders and proxy holders who attend the meeting, but will not distribute any souvenir at this meeting.
PTTEP has sent the 2014 Annual Report and 2014 Sustainability Report (Attachment 1) to all shareholders in CD-ROM format. However, if any shareholders would like to have the hard copies of the 2014 reports, they may request them from the Corporate Secretary Office at the Energy Complex Building A, No. 555/1, Vibhavadi-Rangsit Road, Chatuchak, Bangkok 10900. Shareholders may also fill in the Reports Requisition Form (Attachment 11) and return it to PTTEP. For greater convenience and speed in receiving dividend, shareholders can request the Thailand Securities Depository Co., Ltd. (TSD) to transfer their dividend to their bank accounts (E-dividend), which will then be incorporated into their next dividend payment.
Yours sincerely,
Tevin Vongvanich
Mr. Tevin Vongvanich
President and Chief Executive Officer
For more information, please contact:
(1) Ms. Montana Chai-oon Tel: 0-2537-4775 or
(2) Ms. Porntipa Khanthavichai Tel: 0-2537-4819 or
(3) Ms. Pimsuda Sirichote Tel: 0-2537-4832 or
(4) Ms. Nalinrach Suksathaporn Tel: 0-2537-4000 ext. 2233
Corporate Secretary Division, PTTEP
Proposal of AGM Agenda and Director Nominees in advance
Objective close | open
PTTEP has set up the clarity and transparency criteria for shareholders to propose AGM agenda and director nominee in advance to follow the conformity of the Good Corporate Governance with the purpose of assuring the equitable and fairness treatment of all shareholders and ensuring that the agenda will be carefully selected and truly beneficial to the company and that the director nominee has suitable qualification.
Definition close | open
"Company" means PTT Exploration and Production Public Company Limited
"Agenda" means Agenda of the 2015 Annual General Shareholders' Meeting of PTTEP
"Board" means Board of Directors of PTTEP
"Director" means Director of PTTEP
"Agenda" means Agenda of the 2015 Annual General Shareholders' Meeting of PTTEP
"Board" means Board of Directors of PTTEP
"Director" means Director of PTTEP
The Qualification of Shareholder close | open
Shareholder who wishes to propose the agenda or director nominee must possess the following qualification:
- Being the shareholder of the Company at the date proposing agenda or director nominee either for one shareholder or combined shareholders.
- Holding minimum shares of 100,000 shares
Proposal of the Agenda close | open
1 Method for Proposal
- Must proposed by the shareholder possess qualification according to Topic No.3 of the criteria
- Must fill in "The Proposed Agenda to the 2015 Annual General Shareholders' Meeting Form (Form A)" and submit the original Form A together with other supporting document as required the Company to the Company within January 2, 2015 in order to allow the Board for adequate consideration. However, the shareholder can submit Form A to the Company unofficially via facsimile number 0-2537-4500 or through email at corporatesecretary@pttep.com before submitting the original form.
- In case shareholders have unified to propose the agenda, each shareholder must fill in Form A and sign their name as evidence separately. Then the form should be gathered and submit into one set.
- The Board will consider the agenda proposed by the shareholder which must not possess the following matters;
- Matter that defined in clause 89/28 of the Securities and Exchange Law B.E. 1992 and its amendment(1)
- Matters that violate the laws, rules, regulations of government agencies and other governing agencies or that are not complied with the objective, the Articles of Association, the Shareholders' resolution and the Good Corporate Governance and Business Ethics of PTTEP and its subsidiaries
- Matters that the Company has already implemented
- Matters proposed by the shareholder who fill in incomplete or incorrect information or is unable to contact or do not follow the Criteria required by the Company
- The proposal approved by the Board along with the Board's opinion will be included in the Agenda.
- For the proposal disapproved by the Board, the Company shall inform the shareholder with the reason of the Board's refusal through the channel of the Stock Exchange of Thailand or any other appropriate information dissemination channels and include in the Agenda for acknowledgement.
(1)
- The proposal does not comply with the rules as specified in the first paragraph of clause 89/28;
- The proposal is relevant to the ordinary business operation and the fact given by the shareholders does not indicate any reasonable ground to suspect the irregularity of such matter;
- The proposal is beyond the company's power to produce the purposed result;
- The proposal was submitted to the shareholders' meeting for its consideration within the previous twelve months and received the supporting votes of less than ten percent of the total number of the voting rights of the company, unless the fact pertaining in the resubmission has significantly changed from that of the previous shareholders' meeting;
- Any other cases as specified in the notification of the Capital Market Supervisory Board.
The Nomination of the Director close | open
1 Method for Proposal
- Must proposed by the shareholder possess qualification according to Topic No.3 of the criteria
- Must fill in "The Proposed Agenda to the 2015 Annual General Shareholders' Meeting Form (Form A)" and submit the original Form A together with other supporting document as required the Company to the Company within January 2, 2015 in order to allow the Board for adequate consideration. However, the shareholder can submit Form A to the Company unofficially via facsimile number 0-2537-4500 or through email at corporatesecretary@pttep.com before submitting the original form.
- In case shareholders have unified to propose the agenda, each shareholder must fill in Form A and sign their name as evidence separately. Then the form should be gathered and submit into one set.
- The Board will consider the director nominee who must not possess the following qualification.
- Not over 70 years old (until the end of year 2015)
- Having the qualification according to the Public Company Act, Securities and Exchange Act and the Good Corporate Governance and Business Ethics of the Company.
- Having knowledge and skill in the areas significantly beneficial to the Company.
- Should not serve more than 4 board positions in listed companies.
- The director nominee approved by the Board along with the Board's opinion will be included in the agenda.
- For the director nominee disapproved by the Board, the Company shall inform the shareholder with the reason of the Board's refusal through the channel of the Stock Exchange of Thailand or any other appropriate information dissemination channels and include in the Agenda for acknowledgement.