Investor Relations

PTTEP 13143/00-3623/2020                                                     

Corporate Secretary Division

Tel.+66(0) 2537 4832, +66(0) 25374611       

 

April 30, 2020

President

The Stock Exchange of Thailand

93 Ratchadapisek Road, Dindaeng

Bangkok 10400

Dear Sir,

Subject:       The 2020 Annual General Meeting of Shareholders Date, the Record Date, and Agenda

Attachment :
1. Precautionary Measures and Guidelines for Holding the Annual General Meeting of Shareholders under the Circumstance of Coronavirus 2019 Outbreak
2. COVID-19 Screening questionnaire

 

PTT Exploration and Production Public Company Limited or PTTEP’s Board of Directors at the meeting on April 30, 2020 has resolved to hold the 2020 Annual General Shareholders’ Meeting (AGM) on Wednesday, June 17, 2020 at 14.00 hrs. at the meeting room of PTT Exploration and Production Public Company Limited, The Energy Complex, Building A, 555/1 Vibhavadi-Rangsit Road, Chatuchak, Bangkok 10900. In this regard, PTTEP has fixed the Record Date on which shareholders have the right to attend the 2020 AGM as May 15, 2020. The Company, thus, canceled the previously announced Record Date on 14 February 2020.

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 no additional dividend payment for 2019 year of operations and acknowledge the 2019 Interim Payments                                                                The Board of Directors’ Opinion:       The Meeting should approve no additional dividend payment for the company’s operating results from January 1 to December 31, 2019, since the company has paid the total interim dividend payments for 2019 at 6.00 Baht per share. The company has already made the interim dividend payment for the first-half-year operations of 2019 on 23 August 2019 at the rate of 2.25 Baht per share and paid the remaining interim dividend for the 2019 year of operations on 10 April 2020 at the rate of Baht 3.75 per share. Both interim dividend payments were paid from unappropriated retained earnings under the Petroleum Income Tax Act. The board of directors proposes the AGM to acknowledge the two (2) interim dividend payments for 2019 operating results as mentioned earlier.

 

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 approve 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, and to add Article 37, Chapter 6 Addendum which have been endorsed by the Board of Directors, and assign any person as nominated by the authorized directors of PTTEP to proceed with the registration for amendment of PTTEP’s Articles of Association, including revising and/or inserting necessary wording or details as instructed by the registrar, to the extent that any such revision or insertion does not impact the essence of the amendment of Articles of Association as proposed.

 

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 2019 Bonus of the Board of Directors at the same rate according to the resolution of the Annual General Shareholders for the year 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 is concerned over shareholder’s health and safety and would like to request that Shareholders strictly follow the measures and guidelines for attending the meeting under the situation of the spread of COVID-19 attached herewith. PTTEP kindly requests Shareholders’ cooperation to giving a proxy to PTTEP’s Independent Director to attend the meeting on behalf of Shareholders and view AGM live broadcast via the Company’s website. Shareholders are welcome to submit relevant questions prior to the meeting. For shareholders who wish to join the meeting in person, please inform the Company in advance.

 

PTTEP will arrange the meeting venue with appropriate social distancing. This will limit number of available seats in the meeting room to approximately 100 seats. The health screening process will take place and there may be a delay in screening and registration for the meeting. PTTEP hereby apologizes for any such inconvenience that may arise.

 

The Invitation Notice of 2020 General Shareholders’ Meeting together with related documents will be publicized on the Company’s website at http://www.pttep.com under Investor relations/Shareholder information/Shareholders meeting section. These documents are the same ones to be sent to shareholders by post.

 

Sincerely yours,

 

(Ms. Maneeya Srisukhumbowornchai)

Company Secretary