Investor Relations

[Publish date : 5 March 2021]

Attachment:        

2. Annual Report 2020 (56-1 One Report) and the Sustainability Report for the year 2020
3. Duties and responsibilities of PTTEP Sub-Committees
4. PTTEP Definition of Independent Director
5. Information of the Director Nominees to be elected as PTTEP directors
6. Document and evidence required for meeting attendance and proxy granting
7. Envelope for returning Proxy Form to PTTEP (Hard copy only)
8. Proxy Form A., Form B. and Form C.
9. Name List and Details of PTTEP Independent Directors to be used with Proxy of shareholders
10. PTTEP Articles of Association, the Public Limited Company Act and the Securities and Exchange Act concerning the Shareholders’ Meeting and Vote Casting
11. Requisition Form for hard copy of Annual Report 2020 (56-1 One Report) and the Sustainability Report 2020
12. PTTEP Guidelines on Personal Data Processing for Shareholders Meeting
13. Procedures for Attending the 2021 Annual General Shareholders’ Meeting
14. Map of the Meeting location
15. Precautionary Measures and Guidelines for Holding the Annual General Shareholder’ Meeting under the Circumstance of Coronavirus 2019 (COVID-19) and COVID-19 Screening questionnaire

PTT Exploration and Production Public Company Limited (PTTEP) would like to invite all shareholders to attend the 2021 Annual General Shareholders’ Meeting on Thursday 8 April, 2021 at 09.30 hours, at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok 10900. 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

Related Information :

The 2020 Company’s performance is as detailed in Attachment 1, whereas the 2021 work plan will be presented on the Meeting day.

The Board of Directors’ Opinion :

The Meeting should acknowledge the 2020 performance results including the financial statements and other matters as illustrated in the Annual Report 2020 (56-1 One Report) and the Sustainability Report 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

Related Information :

PTTEP’s financial statements for the year ended December 31, 2020 were audited by the Auditor, reviewed by the Audit Committee and endorsed by the Board of Directors. The details of the financial statements are in Attachment 1 and are summarized comparing with last year as follows:

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

Related Information :

It is the policy of the Company that PTTEP, under normal circumstances, will pay dividend to shareholders of not less than 30 percent of net income after tax. According to the Public Company Act B.E. 2535 Section 115 and the Company’s Articles of Association Clause 32, PTTEP’s 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 the year ended 2020, PTTEP reported total revenue of US Dollar 5,357 million; net profit of US Dollar 720 million; total assets of US Dollar 22,493 million; total liabilities of US Dollar 10,694 million; equity of US Dollar 11,799 million; unappropriated retained earnings of US Dollar 7,673 million and cash and cash-equivalents, including short-term investments of US Dollar 3,804 million. The Company’s Board of Directors has considered that PTTEP should pay dividends for the 2020 year of operations to the Company’s shareholders at the rate of 4.25 Baht per share, or approximately 77%; represents an annualized dividend yield of 4.33%. The proposed dividend payment is consistent with the Company’s operating performance and the dividend yield is within range of investor expectation as well as within the peer group. The dividend payment also complies with the Company’s dividend policy, has no impact to the Company’s liquidity and capital structure, and takes into account the Company's investment plan.

The Company has already made the interim dividend payment for the 2020 first-half-year operations at the rate of 1.50 Baht per share, and will pay the remaining 2020 dividend at the rate of 2.75 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act, and shall be payable on 26 April 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, 2 March 2021.

The dividend payment in Baht is made in reference to the company performance in US Dollars, and the weighted-average interbank exchange rate published by the Bank of Thailand 1 business day prior to the Board meeting date.

The dividend payment record for 2020 and 2019 are per the table below:

*Remark: Dividend Payout Ratio calculated based on weighted-average interbank exchange rate published by the Bank of Thailand 1 business day prior to the Board meeting date.

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 shall 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 year 2021

Related Information :

PTTEP is an auditee of the State Audit Office of the Kingdom of Thailand (SAO) and a government agency in accordance with the Organic Act on State Audit B.E. 2561 (2018) and the State Financial and Fiscal Discipline Act, B.E. 2561 (2018) (the State Financial and Fiscal Discipline Act), respectively. SAO, therefore, has the authority and duty to audit PTTEP’s financial statements.

In 2019, SAO sent a letter to PTTEP to engage other auditor by referring to section 71 of the State Financial and Fiscal Discipline Act. SAO or other auditor approved by SAO has to audit the financial statements of government agencies. PTTEP, therefore, arranged a tender to select an auditor and appointed the auditors from PricewaterhouseCoopers ABAS Ltd. (PwC) as the independent auditors for the financial statements for the year 2020.

The Audit Committee considered qualifications of the auditors from both the technical side, examining their experience and qualifications, and the commercial side. This consideration resulted in the opinion that PwC is a reliable audit firm with a high performance record and a sufficient number of qualified staff. The Audit Committee proposed that the auditors from PwC as listed below be appointed as the independent auditors of PTTEP to the Board of Directors to propose to shareholders for their approval.

(1)   Ms. Amornrat Pearmpoonvatanasuk*   Certified Public Accountant Registration No. 4599 or
(2)   Mr. Boonrueng Lerdwiseswit               Certified Public Accountant Registration No. 6552

* Remark: Ms. Amornrat Pearmpoonvatanasuk was the auditor responsible for auditing          and expressing opinion on PTTEP’s financial statements for 2020 (1 year).

Whereby one of the proposed auditors may be appointed to perform the audit and express an opinion with regard to PTTEP’s financial statements for the year 2021 with a fee of 8,900,000 Baht, which is the same rate as the fee in 2020.

SAO has approved the proposed auditors from PwC above as auditors of PTTEP’s financial statements for the year 2021. In addition, the proposed auditors have qualifications that comply with the guidelines of the Securities and Exchange Commission and they have no relationship or conflict of interest with PTTEP, its subsidiaries, management, major shareholders, or their related parties. Therefore, the proposed auditors are accordingly independent to audit and express their opinion for PTTEP’s financial statements. Furthermore, even though some of PTTEP’s subsidiaries are audited by other auditors, PTTEP’s Board of Directors is responsible for ensuring that the financial statements of those subsidiaries are completed within their schedules.

In 2020, PTTEP had non-audit service fees to PwC totaling 20,754,984 Baht which were mainly for preparation of Comfort Letters supporting liability management of the Group for US dollar denominated debt which issued and entirely offered to offshore investors. While, in 2019, PTTEP had non-audit service fees to SAO, for preparation of Comfort Letters, totaling 15,000,000 Baht.

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 2021 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 Board of Directors’ and the sub-committees’ remuneration

Related Information :

The Public Limited Companies Act, B.E. 2535 stipulates that the Board of Directors’ remuneration is subject to the Annual General Shareholders’ Meeting resolution. For 2021, the Nominating and Remuneration Committee has reviewed the remuneration package of the board of directors and sub-committees by comparing with other companies listed on the Stock Exchange of Thailand (SET 50) and among the companies of PTT Group. The Board of Directors agreed that retainer fee, meeting fee, and directors’ bonus are comparable with SET 50 and the companies of PTT Group, and deemed it appropriate to remain the remuneration package at the same rate according to the resolution of the Annual General Shareholders for the Year 2020 as below:

Monthly fee, Meeting fee, Bonus and Other Remuneration

In the year 2020, the total remuneration for the board of directors and the sub-committees are sums up to 74,238,822 Baht. The details of the remuneration for each director are presented in the Annual Report 2020 (56-1 One Report) (Attachment 1). To avoid special conflicts of interest, Directors who are shareholders and independent directors granted proxies by shareholders shall refrain from voting on this agenda unless the shareholders clearly define their votes in Proxy B or C.

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 for the Year 2020.  The Nominating and 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

Related Information :

Pursuant to Public Limited Companies Act, B.E. 2535 and Article 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 the longest period must retire by rotation at the Annual General Shareholders’ Meeting every year.  In 2021, 5 directors who are due to retire by rotation 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 detailed in item 1 of the PTTEP Definition of Independent Director (Attachment 3). The 5 directors who are due to retire by rotation are:

The Company invited all shareholders to nominate qualified persons to be elected as PTTEP directors through the Stock Exchange of Thailand and the Company’s website during 1 September – 30 November 2020. However, no proposals for qualified nominees were submitted to the Company.

The Nominating and Remuneration Committee has thoroughly considered, for maximum benefits of the company, the existing board composition and skill mix, together with qualifications, experience, expertise, terms of directorship, the list of state enterprise directors of the State Enterprise Policy Office and the proposal of PTT Public Co., Ltd. (PTT) as major shareholders. Also, PTTEP’s Board of Directors has thoroughly screened and deemed appropriate to propose 5 director nominees who are qualified to perform company’s business and for serving as PTTEP directors to the shareholders to elect in replacement of those who are due to retire by rotation in 2021, as follows:

(1)  Mr. Krairit Euchukanonchai  -  Re-election for another term

(2)  Admiral Tanarat Ubol  -  Re-election for another term

(3)  Mr. Pitipan Tepartimargorn  -  Re-election for another term

(4)  Mr. Bundhit Eua-arporn  -  Re-election for another term

(5)  Mrs. Angkarat Priebjrivat  -  Re-election for another term

The Nominating and Remuneration Committee deems appropriate to re-elect the five director candidates for another term since they hold the knowledge, especially in the petroleum business, which is a highly specific type of business. They have great understanding in regard to the country’s energy strategy and in PTTEP's operations; they are also well equipped with knowledge and expertise in accounting and financial management and have experience in managing and developing large and complex organizations. They played key roles in driving the PTTEP business and organization transformation to support the company’s business expansion. They actively pushed the company for organization development in order to become ready for new technologies and a competitive working environment by giving priority to organization culture change in response to new business opportunities and the fast-changing business world. To confirm the “Execute” Strategy, they ensured that PTTEP had success in operations and achieved its business goals by aiming to promote PTTEP to stand out and become well accepted as an international company and ensure its sustainable growth in the long run. Consideration to propose these five candidates for being PTTEP’s directors for another term would be beneficial and appropriate in terms of continuity in driving PTTEP’s operations in accordance with the company’s business strategy as it is intended.

(1)   Mr. Krairit Euchukanonchai be re-elected for another term because he possesses the knowledge, expertise, and extensive experience in the private sector and keen on managing the large and complex organizations. He holds insightful understanding in energy business for the whole value chain and energy strategic plan. Mr. Krairit can well contribute for establishing PTTEP’s corporate strategy and appropriate corporate risk management to correspond with new business opportunities both in E&P business and new business as well as value creation for existing projects for PTTEP’s sustainable growth.

(2)   Admiral Tanarat Ubol be re-elected for another term because he has knowledge, experience and expertise in security and safety especially in marine safety which is very useful for setting up PTTEP’s strategy to support company’s marine operations. Admiral Tanarat also has vision to direct PTTEP to be the world-class organization focusing on Company’s sustainable growth by having “Excellent” for operation excellent and “Good” for good corporate governance to align with PTTEP’s sustainable development strategy.

(3)   Mr. Pitipan Tepartimargorn be re-elected for another term because he possesses knowledge, capability and experience especially in Human Resources Management and Organization Development in energy sector for many years. His past assignments as a Senior Executive Vice President, Human Resources and Organization Excellence and Chief Operation Officer, Upstream Petroleum and Gas Business Group at PTT and current Director positions at Thailand’s leading organizations are very beneficial for setting up PTTEP's strategy on human resources management in supporting business and organization transformation and operatorship transfer of newly acquired projects for PTTEP's future growth.

(4)   Mr. Bundhit Eua-arporn be re-elected for another term because he possesses knowledge and expertise in engineering especially in technology and innovation. He emphasizes on building up innovation from existing resources for more value-added. Moreover, he also emphasizes on "people" by putting more on "people development" by building their competencies and encourage them to work with their best potentials. This will be very beneficial for PTTEP in terms of developing its human resources to support its organization change under the challenging energy business situation.   

(5)   Mrs. Angkarat Priebjrivat be re-elected for another term because she has knowledge, capability and expertise in accounting and finance. She has vast experience working continuously in the field of accounting and finance. By holding current positions as Independent Director and Member of the Audit Committee at leading financial companies as well as the advisory positions at the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, she has well understanding in guidelines, rules and requirements related to listed companies all of which could promote PTTEP to operate duly and to continue being a good corporate governance organization.

More detailed personal information and visions of the abovementioned director nominees are available in Attachment 4.

The Board of Directors’ Opinion :

The Meeting should approve the election of 5 director nominees as screened and proposed by the Nominating and Remuneration Committee namely; (1) Mr. Krairit Euchukanonchai (2) Admiral Tanarat Ubol (3) Mr. Pitipan Tepartimargorn (4) Mr. Bundhit Eua-arporn (5) Mrs. Angkarat Priebjrivat. The Nominating and Remuneration 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 (SEPO) for approval in accordance to the Regulations of the Office of the Prime Minister on State Enterprise Policy and Governance Determination and SEPO has already approved the list of the 5 director nominees on 15 February 2021. All the 5 nominated directors are independent directors according to his notification that his qualification is conformed to the PTTEP Definition of Independent Director. 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.

In this regard, the Board of Directors has reviewed and considered that the proposed nominated independent directors can freely give comments following to the related rules.

Agenda Item 7       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 2017 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 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 in Attachment 14. PTTEP kindly requests Shareholders’ cooperation to giving a proxy to PTTEP’s Independent Director whose list and details are in Attachment 8 to attend the meeting on behalf of Shareholders and view AGM live broadcast via the Company’s website. Shareholders may submit the proxy form together with required document and evidence stated in Attachments 1, 5 or 7 using the business reply envelope (postage stamp is not required) to PTTEP by 7 April 2021. Shareholder may submit your questions in advance to CorporateSecretary@pttep.com or to the facsimile number 0-2537-4500.

For shareholders who wish to join the meeting in person, the registration counters will be opened from 07.30 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 1, 5 or 7 be declared at the meeting’s registration. The Company recommends that shareholders use Proxy Form B. PTTEP will arrange the meeting with appropriate social distancing as indicated by the related laws. This will limit number of available seats to no more than 300 seats in the meeting room and a health screen process will be conducted. For this matter, there may be a delay in screening and registration for the meeting. PTTEP hereby apologizes for any such inconvenience that may arise.

The Meeting has been organized to be in line with the concepts of sustainable event and circular economy where all materials and resources are to be fully utilized in order to reduce environmental impact. PTTEP minimizes the printing of document by preparing the Annual Report (56-1 One Report) and the Sustainability Report for the year 2020 in QR Code format. However, if shareholders would like to have the hard copies, they may request them using QR Code displayed in Attachment 10. PTTEP will send the reports to you in due course.

Yours sincerely,

Phongsthorn Thavisin

Chief Executive Officer

For more information, please contact Corporate Secretary Division, PTTEP :

• Ms. Pimsuda Sirichot  Tel. 0-2537-4832  or
• Ms. Porntipa Khanthavichai  Tel. 0-2537-4819
• Mrs. Chatraphan Cheevanon   Tel. 0-2537-5310
• Ms. Nitcha Namtip   Tel. 0-2537-4611