Investor Relations

PTTEP 13143/00-1802/2019                                                               

Corporate Secretary Division

Tel.+66(0) 2537 4749, +66(0) 2537 5310       

 

February 20, 2019

President

The Stock Exchange of Thailand

93 Ratchadapisek Road, Dindaeng

Bangkok 10400

Dear Sir,

Subject:           Agendas for the 2019 Annual General Shareholders’ Meeting

Reference:      Letter No. PTTEP 13061/00-0251/2019, dated 30 January 2019

 

PTT Exploration and Production Public Company Limited or PTTEP’s Board of Directors at the meeting on January 30, 2019 has resolved to hold the 2019 Annual General Shareholders’ Meeting (AGM) on Friday, March 29, 2019 at 14.00 hrs. at Bangkok Convention Center, 5^th 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 2019 AGM and to receive dividends as February 13, 2019. The dividend will be paid on April 11, 2019, subject to approval from the 2019 AGM.

The Meeting agendas are as follows:

Agenda Item 1                                 To acknowledge the 2018 Performance Results and 2019 Work Plan of the Company

The Board of Directors’ Opinion:     The Meeting should acknowledge the 2018 performance results including the financial statements and other matters as illustrated in the 2018 Annual Report and the Sustainability Report. The Meeting should also acknowledge the Company’s 2019 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, 2018

The Board of Directors’ Opinion:       The Meeting should approve the financial statements for the year ended December 31, 2018 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 2018 performance

The Board of Directors’ Opinion:       The Meeting should acknowledge the interim dividend payment and approve the annual dividend payment for 2018 at 5.00 Baht per share. The Company has already made an interim dividend payment for the first-half-year operations of 2018 on August 24, 2018 at the rate of 1.75 Baht per share from unappropriated retained earnings under Revenue Code. The remaining 2018 dividend of 3.25 Bath per share from unappropriated retained earnings under the Petroleum Income Tax Act shall be payable on April 11, 2019 after obtaining approval from the 2019 AGM, to those shareholders who are entitled to receive the dividend as listed on the Record Date on February 13, 2019.

 

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

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 2019 with auditing fee of 2,800,000 Baht, as proposed by the Audit Committee 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 as follow;

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, 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.

 

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. Achporn Charuchinda                     To serve directorship for another term
(2)     Mr. Sethaput Suthiwart-Narueput          To serve directorship for another term

(3)     Major General Nimit Suwannarat           To serve directorship for another term

(4)     Mr. Wirat Uanarumit                            To serve directorship for another term

(5)     Ms.Penchun Jarikasem                         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. The SEPC approved the list of director candidates on 4 February 2019.

 

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 2019 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,

 

Mr. Yongsith Kosawititkul

Company Secretary