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...the sea has become our home and so we are conscious of our responsibilities...
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Investor Relations
SET Notification
Annual General Shareholders’ Meeting Agendas and Publication of the Meeting Notice for the 2021 Annual General Shareholders’ Meeting
15 February 2021
PTTEP 13143/00-1243/2021
Corporate Secretary Division
Tel.+66(0) 2537 4832, +66(0) 25374611
February 15, 2021
President
The Stock Exchange of Thailand
93 Ratchadapisek Road, Dindaeng
Bangkok 10400
Dear Sir,
Subject: Annual General Shareholders’ Meeting Agendas and Publication of the Meeting Notice for the 2021 Annual General Shareholders’ Meeting
Attachment: Measures and Guidelines for the Annual General Shareholders’ Meeting under the Circumstance of Coronavirus 2019 (COVID-19)
The Board of Directors of PTT Exploration and Production Public Company Limited or PTTEP at the meeting on February 15, 2021 has resolved to hold the 2021 Annual General Shareholders’ Meeting (AGM) on Thursday, April 8, 2021 at 9.30 hrs. at Meeting Room of PTTEP, Energy Complex Building A, 555/1 Vibhavadi Rangsit Road, Chatuchak Sub-district, Chatuchak District, Bangkok 10900. In this regard, PTTEP has fixed the Record Date on which shareholders have the right to attend the 2021 AGM as March 2, 2021.
The Meeting agendas are as follows:
Agenda Item 1 To acknowledge the 2020 Performance Results and 2021 Work Plan of the Company
The Board of Directors’ Opinion: The Meeting should acknowledge the 2020 performance results including the financial statements and other matters as illustrated in the 56-1 One Report and the Sustainability Report for the year 2020. The Meeting should also acknowledge the Company’s 2021 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, 2020
Board of Directors’ Opinion: The Meeting should approve the financial statements for the year ended December 31, 2020 which have been audited by the Auditor and reviewed by the Audit Committee. The Board of Directors has also endorsed the financial statements.
Agenda Item 3 To approve the dividend payment for 2020 performance
The Board of Directors’ Opinion: The Meeting should acknowledge the interim dividend payment and approve the annual dividend payment for 2020 at 4.25 Baht per share. The company has already made the interim dividend payment for the 2020 first-half-year operations on August 28, 2020 at the rate of 1.50 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2020 dividend of 2.75 Baht per share will be paid from unappropriated retained earnings under the Petroleum Income Tax Act and will be paid on April 26, 2021, after obtaining approval from the 2021 AGM. The shareholders entitled to receive the dividend are those appearing on the shareholder list as of the Record Date on March 2, 2021.
Agenda Item 4 To appoint the auditor and consider the auditor’s fees for the year 2021
The Board of Directors’ Opinion: The Meeting should approve the appointment of Ms. Amornrat Pearmpoonvatanasuk, a Certified Public Accountant Registration No. 4599 or Mr. Boonrueng Lerdwiseswit, a Certified Public Accountant Registration No. 6552, auditors from PricewaterhouseCoopers ABAS Ltd., to serve as the auditor of PTTEP for the year 2021 with an audit fee for the year 2021 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 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 2021 for all items i.e. Retainer fee, Meeting fee, and 2020 Bonus of the Board of Directors, at the same rate according to the resolution of the Annual General Shareholders’ Meeting for the Year 2020. The Nominating and Remuneration Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors as follows.
|
Remuneration |
Year 2021 (Current Proposal) |
Year 2020 |
|
1. Board of Directors |
||
|
1.1 Retainer fee (paid in full month) · Chairman · Director |
Baht/person/month 50,000 40,000 |
Baht/person/month 50,000 40,000 |
|
1.2 Meeting fee (for those in attendance only) · Chairman · Director |
Baht/person/time 62,500 50,000 |
Baht/person/time 62,500 50,000 |
|
2. The Standing Sub-committees in accordance with the Company’s Articles of Association |
||
|
2.1 Meeting fee (for those in attendance only) · The Chairman of the sub-committees · Director |
Baht/person/time 56,250 45,000 |
Baht/person/time 56,250 45,000 |
|
3. Other Remuneration |
None |
None |
|
4. Directors’ Bonus* |
The rate of 0.2 percent of annual net profit with total limit of 60 million Baht |
The rate of 0.2 percent of annual net profit with total limit of 60 million Baht |
|
*Remark: The bonus will be payable to the Board of directors at the rate of 0.2 percent of annual net profit as stated in the Company’s consolidated annual financial statement as approved by the shareholders in each year with a total limit of 60 million Baht, provided that the company pays dividend to shareholders. The bonus payment will be adjusted according to each director’s office period. The Chairman of the Board will receive a 25 percent increase. |
||
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 namely,
(1) Krairit Euchukanonchai To serve directorship for another term
(1) Krairit Euchukanonchai To serve directorship for another term
(2) Admiral Tanarat Ubol To serve directorship for another term
(3) Mr. Pitipan Tepartimargorn To serve directorship for another term
(4) Mr. Bundhit Eua-arporn To serve directorship for another term
(5) Mrs. Angkarat Priebjrivat To serve directorship for another term
The Nominating and Remuneration Committee has duly reviewed this proposal which has been subsequently endorsed by the Board of Directors. All 5 director nominees are independent directors according to PTTEP’s definition of independent directors. The list of director candidates is proposed 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 were not in the meeting room and did not vote for the proposal at the Board of Directors’ Meetings.
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 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 2021 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 on March 5, 2021.
Under the situation of the spreading of COVID-19, PTTEP has stipulated measures and guidelines for attending the Annual General Shareholders’ Meeting with the details in the attachment. Shareholders are required to strictly follow the measures. In case the circumstance changes or there is additional guidance issued by the government, the Company reserves the rights to announce the changes related to measures in the Notice of Annual General Shareholders’ Meeting or the Company’s website and other media channel as appropriate.
Sincerely yours,
Maneeya Srisukhumbowornchai
(Ms. Maneeya Srisukhumbowornchai)
Company Secretary
Measures and Guidelines for the Annual General Shareholders’ Meeting under the Circumstance of Coronavirus 2019 (COVID-19)(as of 15 February 2021)
PTT Exploration and Production Public Company Limited
555/1 Energy Complex Building A, Floors 19-36th
Vibhavadi-Rangsit Rd., Chatuchak, Chatuchak, Bangkok 10900
Vibhavadi-Rangsit Rd., Chatuchak, Chatuchak, Bangkok 10900
Phone : 66 (0) 2537-4000
Fax : 66 (0) 2537-4444
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Copyright © PTT Exploration and Production Plc. All Rights Reserved.