...the sea has become our home and so we are conscious of our responsibilities...
PTTEP is E&P company in Thailand, exploring for sustainable sources of petroleum for the countries we operate
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Shareholder's Meeting
Subject : Invitation to 2023 Annual General Shareholders’ Meeting
To : Shareholders
[Publish date : 3 March 2023]
Attachment
- Annual Report 2022 (56-1 One Report) and Sustainability Report for the year 2022
- Duties and responsibilities of PTTEP Sub-Committees
- PTTEP Definition of Independent Director
- Information of the Director Nominees to be elected as PTTEP directors
- Procedures for Attending the 2023 Annual General Shareholders’ Meeting (E-Meeting), document required for meeting attendance, and proxy granting
- Envelope for returning Proxy Form to PTTEP (hard copy only)
- Bar code Proxy Form A., Proxy Forms B. and Proxy Form C.
- Name List and Details of PTTEP Independent Directors to be used with Proxy of shareholders
- PTTEP Articles of Association, the Public Limited Company Act and the Securities and Exchange Act concerning the Shareholders’ Meeting and Vote Casting
- PTTEP Guidelines on Personal Data Processing for Shareholders Meeting
Agenda Item 1 To acknowledge the 2022 Performance Results and 2023 Work Plan of the Company
Related Information :
The 2022 Company’s performance is as detailed in Attachment 1, whereas the 2023 work plan will be presented on the Meeting day.
The Board of Directors’ Opinion :
The Meeting should acknowledge the 2022 performance results including the financial statements and other matters as illustrated in the Annual Report 2022 (56-1 One Report) and the Sustainability Report 2022. The Meeting should also acknowledge the Company’s 2023 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, 2022
Related Information :
PTTEP’s financial statements for the year ended December 31, 2022 have been 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 by comparing with last year as follows:
| Items | Million US Dollar | Million Baht | ||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
|
Total Assets |
25,168 | 23,445 | 869,865 | 783,536 |
|
Total Liabilities |
11,653 | 11,017 | 402,744 | 368,186 |
|
Total Equity |
13,515 | 12,428 | 467,121 | 415,350 |
|
Total Revenues |
9,660 |
7,314 | 339,902 | 234,631 |
|
Profit for the year |
1,999 |
1,211 | 70,901 | 38,864 |
|
Basic earnings per share |
0.51 (US Dollar/Share) |
0.30 (US Dollar/Share) |
17.94 (Baht/Share) |
9.70 (Baht/Share) |
Board of Directors’ Opinion :
The Meeting should approve the financial statements for the year ended December 31, 2022 which have been audited by the Auditor, reviewed by the Audit Committee and endorsed by the Board of Directors.
Agenda Item 3 To approve the dividend payment for 2022 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 that the Company has adequate profits, and subsequently inform the shareholders at the next shareholders’ meeting.
For the year ended 2022, PTTEP reported total revenue of US Dollar 9,661 million; net profit of US Dollar 1,999 million; total assets of US Dollar 25,168 million; total liabilities of US Dollar 11,653 million; equity of US Dollar 13,515 million; unappropriated retained earnings of US Dollar 9,481 million and cash and cash-equivalents, including short-term investments of US Dollar 3,539 million. The Company’s Board of Directors has considered that PTTEP should pay dividends for the 2022 year of operations to the Company’s shareholders at the rate of 9.25 Baht per share, or dividend payout of approximately 53%; represents an annualized dividend yield of 5.24%. The proposed dividend payment is consistent with the Company’s operating performance and the dividend yield is within range of investors’ expectation as well as within the peers 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 2022 first-half-year operations at the rate of 4.25 Baht per share, and will pay the remaining 2022 dividend at the rate of 5.00 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act, and shall be payable on April 24, 2023, after obtaining approval from the 2023 AGM. The shareholders entitled to receive the dividend are those appearing on the shareholder list as of the Record Date, February 15, 2023.
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 2022 and 2021 are per the table below:
| Details of Dividend Payment | 2022 | 2021 | ||
|---|---|---|---|---|
| USD | Baht | USD | Baht | |
|
1. Net income (Million) |
1,999 |
|
1,211 |
|
|
2. Basic Earnings per Share |
0.51 |
|
0.30 |
|
|
3. Dividend Payout Ratio (Percentage)* |
53 |
|
50 |
|
|
4. Total Dividend Payment (per Share) |
|
9.25 |
|
5.00 |
|
4.1 First-half-year Operations Dividend |
|
4.25 |
|
2.00 |
|
4.2 The Remaining Dividend |
|
5.00 |
|
3.00 |
|
5. Total Dividend Amount (Million) |
|
36,722 |
|
19,850 |
|
6. Number of Shares (Million) |
|
|
||
|
6.1 At the interim dividend payment |
3,970 |
3,970 |
||
|
6.2 At the remaining dividend payment |
3,970 |
3,970 |
||
*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 2022 at 9.25 Baht per share. The Company has already made the interim dividend payment for the 2022 first-half-year operations on August 26, 2022 at the rate of 4.25 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2022 dividend of 5.00 Baht per share will be paid from unappropriated retained earnings under the Petroleum Income Tax Act and shall be paid on April 24, 2023, after obtaining approval from the 2023 AGM. The shareholders entitled to receive the dividend are those appearing on the shareholder list as of the Record Date on February 15, 2023.
Agenda Item 4 To appoint the auditor and consider the audit fee for financial statements for the year 2023
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. However, SAO requested for cooperation from 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.
The Audit Committee considered qualifications of the auditors from both the technical side, reviewing 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 for the year 2023 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 or
(3) Mr. Kan Tanthawirat Certified Public Accountant Registration No. 10456
* Remark: Ms. Amornrat Pearmpoonvatanasuk was the auditor responsible for auditing and expressing opinion on PTTEP’s financial statements for the year 2020 - 2022 or 3 years.
Whereby one of the proposed auditors may be appointed to perform the audit and express an opinion with regard to PTTEP’s financial statements with the audit fee for the financial statements for the year 2023 of Baht 6.50 million, a decrease of Baht 2.40 million from the audit fee for the year 2022, at Baht 8.90 million. The decrease was mainly due to end of concession of Bongkot Project and auditors’ past experience in auditing PTTEP Group’s financial statements which resulted in higher efficiency.
SAO has approved the proposed auditors from PwC above as auditors of PTTEP’s financial statements for the year 2023. In addition, the proposed auditors have qualifications that comply with the guidelines of the Securities and Exchange Commission (SEC) 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.
Additional information :
PTTEP’s and its subsidiaries’ audit fees and non-audit fees are as follows.
| Audit fees | |||
| Unit: Million Baht | |||
| 2022 | 2021 | ||
| 1) | PwC and persons or companies related to the auditor and the audit firm (1) | 22.12 | 22.59 |
| 2) | Other auditors than 1) | 41.70 | 39.02 |
| Total | 63.82 | 61.61 | |
| (1) Remark : In accordance with the definition of SEC | |||
Non-audit fees
In 2022, PTTEP and its subsidiaries paid non-audit fees to the audit firm of PTTEP (PwC) and persons or companies related to the auditor and the audit firm for a total of Baht 39.87 million. The majority fees were charged for Financial Due Diligence advisory service, tax service and other services through procurement process.
In 2021, PTTEP and its subsidiaries paid non-audit fees to the audit firm of PTTEP (PwC) and persons or companies related to the auditor and the audit firm for a total of Baht 8.66 million. The majority fees were charged for tax service and other services through procurement process.
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, or Mr. Kan Tanthawirat, Certified Public Accountant Registration No. 10456, auditors from PricewaterhouseCoopers ABAS Ltd., to serve as the auditor of PTTEP for the year 2023 with the audit fee for the financial statements for the year 2023 of Baht 6.50 million as proposed by the Audit Committee. This proposal has been subsequently endorsed by the Board of Directors.
Agenda Item 5 To approve the debenture issuance up to the total amount of US Dollar 3,000 million
Related Information :
PTTEP and/or its subsidiaries will conduct fundraising to finance investment plan and/or for working capital up to the total equivalent amount of US Dollar 3,000 million to be issued in Baht and/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 Public Offering and/or Private Placement. The debentures can be guaranteed by PTTEP in case that the subsidiaries of PTTEP are the issuer of the debentures.
The Board of Directors’ Opinion :
The Meeting should approve the debenture issuance in Baht and/or other foreign currencies up to the total equivalent amount of US Dollar 3,000 million. The proceeds shall be used for investment and/or general working capital. The proposal has been endorsed by the Board of Directors.
Agenda Item 6 To approve the Amendment of the Company’s Articles of Association
Related Information :
According to the amended Public Limited Companies Act B.E. 2535 in relation to the practices regarding meeting of board of directors, meeting of shareholders, and other arrangements such as publication of notices in newspaper, effective on May 24, 2022, it is considered appropriate to propose that Articles 16 and 20 Chapter 3 Board of Directors, Article 22 Chapter 4 General Meeting, and Article 32 Chapter 5 Accounts and Reports be amended for alignment with the amended Public Limited Company Act B.E. 2535 and to amend the name of Sub-committee to align with the external social context, as follows:
| Chapter 3 Board of Directors | |
| Existing Provision | Proposed Amendment |
| Article 16 The Chairman of the Board shall be the person to call for meetings of the Board of Directors, or two or more directors may request the Chairman of the Board to call a meeting of the Board of Directors. The Chairman of the Board or the person assigned by him shall submit notices calling for a meeting to the directors not less than seven days prior to the date of the meeting. However, when necessary or urgent in order to maintain the rights or interests of the Company, the summoning of the meeting may be made by other methods and an earlier meeting date may be fixed. |
Article 16 The Chairman of the Board shall be the person to call for meetings of the Board of Directors or, when having reasonable cause or in order to maintain the rights or interests of the Company, two or more directors may jointly request the Chairman of the Board to call a meeting of the Board of Directors by specifying the proposed subject matter and reason to be considered in the meeting. Notices calling for a meeting of Board of Directors shall be submitted to the directors not less than three days prior to the date of the meeting. However, when necessary or urgent in order to maintain the rights or interests of the Company, the summoning of the meeting may be made via electronic means or by other methods and an earlier meeting date may be fixed. |
| Article 20 The Board of Directors shall appoint the Standing Sub-Committees to help screening the particular Board activities, which are (1) Audit Committee, consists of at least 3 but no more than 5 Independent Directors and at least 1 Director must have knowledge, well-understanding or experiences in accounting or finance. The responsibilities are defined in the Audit Committee Charter. (2) Nominating and Remuneration Committee, consists of at least 3 Directors with the majority of them being Independent Directors. The responsibilities are defined in the Nominating and Remuneration Committee Charter. (3) Risk Management Committee, consists of at least 3 Directors with at least 1 of them being Independent Director. The responsibilities are defined in the Risk Management Committee Charter. (4) Corporate Governance and Sustainable Development Committee, consists of at least 3 Directors with the majority of them being Independent Directors. The responsibilities are defined in the Corporate Governance and Sustainable Development Committee Charter. The Committees in (1) – (4) shall regularly report their performances to the Board of Directors. |
Article 20 The Board of Directors shall appoint the Standing Sub-Committees to help screening the particular Board activities, which are (1) (Remain unchanged)
(3) (Remain unchanged)
(4) Corporate Governance and Sustainability Committee, consists of at least 3 Directors with the majority of them being Independent Directors. The responsibilities are defined in the Corporate Governance and Sustainability Committee Charter. |
| Chapter 4 General Meeting | |
| Existing Provision | Proposed Amendment |
| Article 22 The Board of Directors shall summon a shareholders meeting by sending a notice to the shareholder not less than seven days before the date of the meeting. The notice shall specify the place, date, time and agenda of the meeting and the subject matter to be submitted to the meeting together with appropriate details. Such notice shall be published in a newspaper not less than three consecutive days before the date of the meeting. |
Article 22 The Board of Directors shall summon a shareholders meeting by sending a notice to the shareholder not less than seven days before the date of the meeting. The notice shall specify the place, date, time and agenda of the meeting and the subject matter to be submitted to the meeting together with appropriate details. Such notice shall be published in a newspaper or via electronic means in accordance with the requirements of laws and related regulations then in effect not less than three consecutive days before the date of the meeting. |
| Chapter 5 Accounts and Reports | |
| Existing Provision | Proposed Amendment |
| Article 32 paragraph 4 Payment of dividends shall be made within one month from the date the resolution is passed by the shareholders meeting or by the meeting of the Board of Directors, as the case may be. Written notice shall also be sent to the shareholders and the publication of notice of such payment of dividends shall be made in a newspaper. |
Article 32 paragraph 4 Payment of dividends shall be made within one month from the date the resolution is passed by the shareholders meeting or by the meeting of the Board of Directors, as the case may be. Written notice shall also be sent to the shareholders and the publication of notice of such payment of dividends shall be made in a newspaper or via electronic means in accordance with the requirements of laws and related regulations then in effect. |
The Board of Directors’ Opinion :
The Meeting should approve the amendment of the Articles of Association in Articles 16 and 20 Chapter 3 Board of Directors, Article 22 Chapter 4 General Meeting, and Article 32 Chapter 5 Accounts and Reports for alignment with the amended Public Limited Company Act B.E. 2535 and to amend the name of Sub-committee to align with the external social context, 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 7 To approve the Board of Directors’ and the sub-committees’ remuneration
Related Information :
The Public Limited Companies Act stipulates that the Board of Directors’ remuneration is subject to the Annual General Shareholders’ Meeting resolution. For 2023, 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 2022 as below:
Monthly fee, Meeting fee, Bonus and Other Remuneration
| Remuneration(1) | 2022 (Current Proposal) | 2021 |
|---|---|---|
| 1. Board of Directors | ||
| 1.1 Retainer fee (paid in full month) | Baht/person/month | Baht/person/month |
| • Chairman | 50,000 | 50,000 |
| • Director | 40,000 | 40,000 |
| 1.2 Meeting fee (for those in attendance only) | Baht/person/time | Baht/person/time |
| • Chairman | 62,500 | 62,500 |
| • Director | 50,000 | 50,000 |
| 2. The Standing Sub-committees in accordance to the Company’s Article of Association | ||
| 2.1 Meeting fee (for those in attendance only) | Baht/person/time | Baht/person/time |
| • The Chairman of the sub-committees | 56,250 | 56,250 |
| • Director | 45,000 | 45,000 |
| 3. Other Remuneration | None | None |
| 4. Directors’ Bonus(2) | 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: (1) The Chairman of the Board shall receive a 25 percent increase of the fees. (2) Directors’ Bonus : 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 with total limit of 60 million Baht as previously approved by the shareholders, if the company pays dividend to shareholders and adjust according to each director’s office period. The Chairman of the Board shall receive a 25 percent increase. |
||
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 2023 for all items i.e. Retainer fee, Meeting fee and 2022 Bonus of the Board of Directors, at the same rate according to the resolution of the Annual General Shareholders for the Year 2022. The Nominating and Remuneration Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.
Agenda Item 8 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 Companies Act B.E. 2535 and Article 11 of the Company’s Articles of Association, one-third of the Board of Directors or 5 directors who assume the offices of director for the longest period must retire by rotation at the Annual General Shareholders’ Meeting every year. In 2023, there are 5 directors who are due to retire by rotation. One of them is qualified as independent director 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 PTTEP Definition of Independent Director (Attachment 3). The 5 directors who are due to retire by rotation are:
(1) Mr. Montri Rawanchaikul - Director and Secretary to the Board
(2) Mr. Auttapol Rerkpiboon - Director
(3) Lt.Gen. Nithi Chungcharoen - Independent Director
(4) Mr. Wattanapong Kurovat - Director and Member of the Corporate Governance and Sustainable Development Committee
(5) Mr. Patchara Anuntasilpa - Director and Member of the Nominating and Remuneration Committee
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 September 1 – November 30, 2022. 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, including the list of state enterprise directors of the State Enterprise Policy Office and the proposal of PTT Public Company Limited (PTT) as a major shareholder. 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 2023, as follows:
(1) Mr. Montri Rawanchaikul - Re-election for another term
(2) Mr. Auttapol Rerkpiboon - Re-election for another term
(3) Lt.Gen. Nithi Chungcharoen - Re-election for another term
(4) Mr. Wattanapong Kurovat - Re-election for another term
(5) Mr. Ekniti Nitithanprapas - In replacement of Mr. Patchara Anuntasilpa
The Nominating and Remuneration Committee deems appropriate to elect the 5 director candidates to be PTTEP’s directors since they possess knowledge and understanding of the petroleum business, which is a specific area of business. They have great understanding in regard to the country’s energy strategy and in PTTEP's operations; they are well equipped with knowledge and expertise in economics, financial management, strategic planning, organization change and development, and also have experience in managing and developing large organizations. They played key roles in driving the transformation of PTTEP business and organization to support the company’s business expansion. They actively pushed the company for organization development in order to become ready for new technologies and competitive working environment in response to new business opportunities and fast-changing business world. They also put effort to strengthen energy security and sustainability by taking into consideration the impact to environment, social, and the principles of good corporate governance with the aim of promoting PTTEP to become well accepted as an international company and ensuring its sustainable growth in the long run. Consideration to propose these 5 candidates for being PTTEP’s directors 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. Montri Rawanchaikul be re-elected for another term because he possesses knowledge, capability and expertise in petroleum exploration and production business domestically and internationally, with extensive understanding of E&P business operations. He has experiences in managing PTTEP’s projects which have been well recognized by concerned stakeholders. Mr. Montri currently assumes the role of Chief Executive Officer of PTTEP and manages to set strategic plan and direction in order to successfully achieve the organization target by taking into consideration the impact to environment, social and good corporate governance. In addition, he announces the target and plan to achieve Net Zero Greenhouse Gas Emissions by 2050 through EP Net Zero 2050 concept which is outstandingly recognized as key enhancement of PTTEP sustainability along with energy security of the country in the long run.
(2) Mr. Auttapol Rerkpiboon be re-elected for another term because he possesses knowledge, capability, and vision in energy sector in its whole value chain including oil business, petrochemical and refining business, and corporate sustainability management. He played an important role in promoting international trade and establishing PTT Brand awareness internationally. Mr. Auttapol encourages the use of technology and innovation to enhance business capabilities in all fronts and puts focus on developing new business. He has good communication skill and be able to transform his ideas into executions. With his experience in international trade and specialization in commerce and marketing, he can promote PTTEP’s future growth opportunities for further sustainability.
(3) Lt.Gen. Nithi Chungcharoen be re-elected for another term because he possesses knowledge, and expertise in strategic planning in term of safety and security management. His vision in managing the Company's business includes maintaining the balance of exploration and production activities by considering risk factors in its operations, Mega Trend, and the use of technology to enhance work efficiency which will help driving PTTEP to adjust and stay at the balance point under the changing circumstances.
(4) Mr. Wattanapong Kurovat be re-elected for another term because he possesses knowledge, and vast experience in energy business and policy planning of the country. He currently assumes the role of Director General, Energy Policy and Planning Office and has in-depth understanding of Thailand’s Energy Strategic Plan. Mr. Wattanapong plays an important role to drive the creation and implementation of strategic plan and risk management of the Company.
(5) Mr. Ekniti Nitithanprapas be elected in replacement of Mr. Patchara Anuntasilpa because he possesses knowledge, expertise and vast experience in finance which includes development of public finance system, tax system, and laws and regulations related to State Enterprise. Mr. Ekniti currently assumes the role of Director General, the Excise Department, Ministry of Finance as well as the Chairman of the Board of Directors of financial institute. He has extensive understanding of public policy and governance direction for State Enterprise which will greatly help developing PTTEP to be recognized and well accepted as a state enterprise operated with high standard and in compliance with the laws, rules, and regulations.
The Board of Directors’ Opinion :
The Meeting should approve the election of the proposed 5 director nominees namely; (1) Mr. Montri Rawanchaikul (2) Mr. Auttapol Rerkpiboon (3) Lt.Gen. Nithi Chungcharoen (4) Mr. Wattanapong Kurovat and (5) Mr. Ekniti Nitithanprapas which have been screened and reviewed by the Nominating and Remuneration Committee and subsequently endorsed by the Board of Directors. The nominated director in item (3) is qualified as independent director as prescribed in PTTEP Definition of Independent Director. The Board of Directors also endorsed to further propose the list of director candidates to the State Enterprise Policy Committee (SEPO) for approval in accordance with 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.
In this regard, the Board of Directors has reviewed and considered that the proposed nominated independent director can freely give comments and is qualified as independent director following to the laws.
Agenda Item 9 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 Directors’ 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.
The Company will conduct the Meeting via electronic means (E-Meeting) only (No physical place of meeting). For shareholders who wish to join the E-Meeting by themselves or proxy granting, please carefully study the details of procedures and documents required for attending the meeting (E-Meeting) and proxy granting according to Attachment 5. The system for e-Request submission will be available from March 20, 2023 at 8.30 hrs. until the end of the meeting on April 3, 2023.
The Company recommends that shareholders using Proxy Form B. for granting proxy to an Independent Director and please submit 1. Proxy Form and required documents using business reply envelop (postage stamp is not required) delivered to shareholders, together with the Notification of Meeting by March 27, 2023 at 17.00 hrs. or 2. Granting proxy to an Independent Director via Inventech Connect system.
Shareholders are welcome to submit relevant questions prior to the meeting. Please include name, telephone number, email address (if any) in the following channel: E-mail: CorporateSecretary@pttep.com or fax no. 0-2537-4500. The Meeting will be conducted in a concise manner within timeframe. For any questions that are not addressed during the meeting, PTTEP will post the company’s answers on the Company’s website.
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 2022 in QR Code format or digital form available in the Company’s website.
In case there are any changes or updates to the regulations in connection with the Meeting, the Company will announce such changes in the Company’s website (https://www.pttep.com) and other media channels as appropriate.
Yours sincerely,
Montri Rawanchaikul
Montri Rawanchaikul
Chief Executive Officer
For more information, please contact Corporate Secretary Division, PTTEP:
Ms. Pimsuda Sirichote Tel. 0-2537-4832
Ms. Nitcha Namtip Tel. 0-2537-4611
Mr. Poom Suangkavatin Tel. 0-2537-4000 Ext. 8001435
Ms. Pathaithip Tubsuwan Tel. 0-2537-4601
Minutes of the 2023 Annual General Shareholders' Meeting (The Meeting is being recorded by the Company)
Proposal of AGM Agenda and Director Nominees in advance
“Agenda” means Agenda of the 2023 Annual General Shareholders’ Meeting of PTTEP
“Board” means the Board of Directors of PTTEP
“Director” means Director of PTTEP
3.1 Being shareholder of the Company at the date proposing agenda or director nominee. Proposal may be made by an individual shareholder or a combination of shareholders.
3.2 Holding minimum shares of 100,000 shares.
| (1) | Proposal must be made by the shareholder(s) possessing qualifications as set out in Item No. 3. |
| (2) | The shareholder(s) must fill in “The Proposed Agenda to the 2023 Annual General Shareholders’ Meeting Form (Form A)” and submit the original Form A together with other supporting documents as required by the Company to the Company within November 30, 2022 in order to allow the Board adequate time to consider the proposed agenda. However, the shareholder(s) may unofficially submit Form A via facsimile number 0-2537-4500 or through email at corporatesecretary@pttep.com before submitting the original form to the Company. |
| (3) | In case shareholders have unified to propose the agenda, each shareholder must individually fill in Form A and affix their signature as evidence, then consolidate and submit to the Company in one batch. |
4.2 Method for Consideration
| (1) | The Board will consider the agenda proposed by the shareholder(s), which must not possess the following restricted matters; | |
| (1.1) | Matters being defined in section 89/28 of the Securities and Exchange Act B.E. 2535, as amended [1] | |
| (1.2) | Matters that violate the laws, rules, regulations of government agencies or other governing agencies, or that are not in compliance with the objective, the Articles of Association, the Shareholders’ resolution and the Good Corporate Governance and Business Ethics of PTTEP and its subsidiaries | |
| (1.3) | Matters that the Company has already implemented | |
| (1.4) | Matters with inaccurate or insufficient information, matters that do not comply with the criteria set out by the Company, or matters that the Company is unable to contact the proposing shareholder(s) for more information. | |
| Unless decided otherwise by the Board. In this respect, the Board's decision is final and conclusive. | ||
| (2) | The proposal approved by the Board together with the Board’s opinion will be included as an agenda to be considered by the Shareholders’ Meeting. | |
| (3) | If the Board disapproves the proposed agenda, the Company will inform the shareholders together with the reason of disapproval through available communication channel of the Stock Exchange of Thailand or any other appropriate channels, and will include such matter as an agenda for acknowledgement in the Shareholders’ Meeting. | |
| [1] | (1) | The proposal does not comply with the rules as specified in the first paragraph of clause 89/28; |
| (2) | 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; | |
| (3) | The proposal is beyond the company’s power to produce the purposed result; | |
| (4) | 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; | |
| (5) | Any other cases as specified in the notification of the Capital Market Supervisory Board. |
| (1) | Proposal must be made by the shareholder(s) possessing qualifications as set out in Item No. 3. |
| (2) | The shareholder(s) must fill in “Form to Nominate Director (Form B)” and “Resume of Director Nominee” and submit the original documents together with other supporting document as required by the Company to the Company within November 30, 2022 in order to allow the Board adequate time to consider qualifications of the proposed director nominee prior to proposing the list of director nominee to State Enterprise Policy Committee for approval. |
| However, the shareholder may unofficially submit Form B together with Resume of Director Nominee via facsimile number 0-2537-4500 or through email at corporatesecretary@pttep.com before submitting the original form to the Company. | |
| (3) | In case shareholders have unified to propose director nominee, each shareholder must individually fill in Form B and affix their signature as evidence, then consolidate and submit to the Company in one batch. |
5.2 Method for Consideration
| (1) | The Board will consider the proposed director nominee, who must not possess the following qualification(s). | |
| (1.1) | Restricted qualifications according to the Public Company Act, the Securities and Exchange Act, the Good Corporate Governance and Business Ethics of PTTEP and its subsidiaries, and relevant Cabinet Resolutions. | |
| (1.2) | Age must not over 70 years old (until the end of year 2023) | |
| (1.3) | Having the knowledge and skill in areas that are significantly beneficial to the Company. PTTEP specifies the required skill mix as a scope of selection and the 2023 priorities are Organization Change and Development, Technology, Legal, and International Market and Collaborations. Nonetheless, the company may also consider other skill mix areas apart from the aforementioned as appropriate. | |
| (1.4) | Must not serve more than 3 board positions in listed companies (Including PTTEP in case of being elected). | |
| (1.5) | Must not serve more than 3 board positions in state enterprises and/or juristic persons with state enterprise’s shareholding. | |
| (2) | The Board will propose list of persons with appropriate experience and qualifications who do not have restricted qualifications as per (1) to the State Enterprise Policy Committee for further consideration and approval in accordance with the Regulations of the Office of the Prime Minister on State Enterprise Policy and Governance Determination B.E. 2014 No. 12. | |
| (3) | Name of the director nominee approved by the Board or State Enterprise Policy Committee will be included in the agenda along with the Board’s and the State Enterprise Policy Committee’s opinion (if any). | |
| (4) | If the Board or the State Enterprise Policy Committee disapproves the proposed director nominee, the Company will inform the shareholder together with the reason of disapproval through available communication channel of the Stock Exchange of Thailand or any other appropriate channels, and will include such matter as an agenda for acknowledgement in the Shareholders’ Meeting. | |
PTT Exploration and Production Public Company Limited
Vibhavadi-Rangsit Rd., Chatuchak, Chatuchak, Bangkok 10900
Phone : 66 (0) 2537-4000
Fax : 66 (0) 2537-4444
Copyright © PTT Exploration and Production Plc. All Rights Reserved.