Investor Relations

[Publish date : 25 February 2022]

Attachment        

2. Annual Report 2021 (56-1 One Report) and the Sustainability Report for the year 2021
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. Bar code Proxy Form A., Proxy Forms B. and Proxy 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 2021 (56-1 One Report) and the Sustainability Report 2021
12. PTTEP Guidelines on Personal Data Processing for Shareholders Meeting
13. Procedures for Attending the 2022 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

Agenda Item  1       To acknowledge the 2021 Performance Results and 2022 Work Plan of the Company

Related Information :

The 2021 Company’s performance is as detailed in Attachment 1, whereas the 2022 work plan will be presented on the Meeting day.

The Board of Directors’ Opinion :

The Meeting should acknowledge the 2021 performance results including the financial statements and other matters as illustrated in the Annual Report 2021 (56-1 One Report) and the Sustainability Report 2021.  The Meeting should also acknowledge the Company’s 2022 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, 2021

Related Information :

PTTEP’s financial statements for the year ended December 31, 2021 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, 2021 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 2021 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 2021, PTTEP reported total revenue of US Dollar 7,314 million; net profit of US Dollar 1,211 million; total assets of US Dollar 23,445 million; total liabilities of US Dollar 11,017 million; equity of US Dollar 12,428 million; unappropriated retained earnings of US Dollar 8,306 million and cash and cash-equivalents, including short-term investments of US Dollar 2,559 million. The Company’s Board of Directors has considered that PTTEP should pay dividends for the 2021 year of operations to the Company’s shareholders at the rate of 5.00 Baht per share, or dividend payout of approximately 50%; represents an annualized dividend yield of 4.24%. 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 2021 first-half-year operations at the rate of 2.00 Baht per share, and will pay the remaining 2021 dividend at the rate of 3.00 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act, and shall be payable on 18 April 2022, after obtaining approval from the 2022 AGM. The shareholders entitled to receive the dividend are those appearing on the shareholder list as of the Record Date, 11 February 2022.

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 2021 and 2020 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 2021 at 5.00 Baht per share. The company has already made the interim dividend payment for the 2021 first-half-year operations on 27 August 2021 at the rate of 2.00 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2021 dividend of 3.00 Baht per share will be paid from unappropriated retained earnings under the Petroleum Income Tax Act and shall be paid on 18 April 2022, after obtaining approval from the 2022 AGM. The shareholders entitled to receive the dividend are those appearing on the shareholder list as of the Record Date on 11 February 2022.

Agenda Item  4      To appoint the auditor and consider the auditor’s fees for year 2022

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 2022 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 the year 2020 - 2021 or 2 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 for the year 2022 with a fee of Baht 8.90 million, which is the same rate as the fee in 2021.

SAO has approved the proposed auditors from PwC above as auditors of PTTEP’s financial statements for the year 2022. 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.

Non-audit fees

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.

In 2020, 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 26.71 million. The majority fees were charged for preparation of comfort letters which have to be performed by the auditor for US dollar denominated debt which issued and entirely offered to offshore investors.

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 2022 with an audit fee of Baht 8.90 million 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 Company’s objects under clause 3 of the Memorandum of Association of PTTEP

Related Information :

The Company has set out strategic directions by focusing on sustainability of E&P Business together with expansion of Non E&P Business to support energy transition, reduce greenhouse gas emissions, and ensure sustainable growth of the Company. In order to support Non E&P Business investment plan and future investment opportunities, the Company has deemed appropriate to amend the Company’s objects under the Memorandum of Association by adding 6 new objects to cover more diversified businesses and support the Company’s long-term growth. The details are shown in the table below. The existing 17 objects remain unchanged.

The Board of Directors’ Opinion :

The Meeting should approve the amendment of the Company’s objects under clause 3 of the Memorandum of Association of PTTEP which has been endorsed by the Board of Directors, and authorize the Company’s authorized directors according to the Company’s Certificate or Chief Executive Officer or any persons assigned by them to conduct necessary acts and things to complete the registration including having the power to revise or insert wording in the Company’s objects and the Memorandum of Association (amended revision) as ordered and/or instructed by the registrar, to comply with the order of the registrar of public limited company and to the extent that any such revision or insertion does not impact the essence of the amendment of the Company’s objects and Memorandum of Association as proposed.

Agenda Item  6       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 2022, 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 2021 as below:

Monthly fee, Meeting fee, Bonus and Other Remuneration

In the year 2021, the total remuneration for the board of directors and the sub-committees are sums up to 90,201,250 Baht. The details of the remuneration for each director are presented in the Annual Report 2021 (56-1 One Report) 8. Corporate Governance Milestone page 219 (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 2022 for all items i.e. Retainer fee, Meeting fee and 2021 Bonus of the Board of Directors, at the same rate according to the resolution of the Annual General Shareholders for the Year 2021. The Nominating and 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

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 2022, 4 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:

(1)   Lieutenant General Nimit Suwannarat  -  Independent Director and Member of the Risk Management Committee

(2)   Ms. Penchun Jarikasem  -  Independent Directors and Chairman of the Audit Committee

(3)   Mr. Atikom Terbsiri  -  Director and Member of the Risk Management Committee

(4)   Mr. Veerathai Santiprabhob  -  Independent Director, Member of the Risk Management Committee, and Member of the Corporate Governance and Sustainable Development Committee

(5)   Mr. Teerapong Wongsiwawilas  -  Independent Director, Member of the Audit Committee, 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 1 September – 30 November 2021.  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 2022, as follows:

(1)   Lieutenant General Nimit Suwannarat  -  Re-election for another term

(2)   Ms. Penchun Jarikasem  -  Re-election for another term

(3)   Mr. Atikom Terbsiri  -  Re-election for another term

(4)   Mr. Veerathai Santiprabhob  -  Re-election for another term

(5)   Mr. Teerapong Wongsiwawilas  -  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 specific type 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 accounting, financial management, organization change and development and legal and also have experience in managing and developing large 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 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)   Lieutenant General Nimit Suwannarat be re-elected for another term because he possesses knowledge, capability and clear understanding on government policies and security and safety strategic planning.  He has skill and extensive knowledge on information technology and information management which will be beneficial for PTTEP’s operations under fast-changing disruptive technology environment. With his alertness for the disruption, PTTEP will be ready for the up-to-date working structure, human resources development, new technology implementation, IT security including   data storage and information management.

(2)   Ms. Penchun Jarikasem be re-elected for another term because she has good knowledge, capability and strong expertise in accounting and finance. She has extensive experience working in the field of accounting and finance for many years. Currently, she holds the positions as Director and the Chairman of the Audit Committee of Thailand’s leading companies and the advisory position at the Office of the Securities and Exchange Commission. She formerly held the positions as Director of the State Enterprise and financial top executive of PTT and PTTEP.  Therefore, she has deep knowledge in accounting, finance, corporate governance and clear understanding on energy business and project investments.

(3)   Mr. Atikom Terbsiri be re-elected for another term because he possesses knowledge, expertise and vast experience in financial and risk management in energy sectors. He has good understanding in energy business for the whole value chain.  Being as top executive in PTT, he plays important role in planning energy strategy and synergizes businesses of the companies in PTT group from upstream to downstream.  With his effort to promote the synergy among PTT group of companies, PTTEP can further its business to new investment in E&P related fields and also in new businesses for its future growth.

(4)   Mr. Veerathai Santiprabhob be re-elected for another term because he possesses knowledge, capability and specialization in economics, finance and banking, international market and risk management. He formerly held a position as the Governor of the Bank of Thailand.  With his knowledge and experience, he applies it to set PTTEP business and investment strategic plan and support its organization change to cope with the current volatility of energy industry.  This is very beneficial for PTTEP to have suitable operation and risk management and to seek for new business opportunities and sustainable development which align with company’s strategic direction.

(5)   Mr. Teerapong Wongsiwawilas be re-elected for another term because he possesses knowledge, expertise and extensive experience in legal. He currently holds a position as Advisor to the Prime Minister for Government Officials and was formerly Secretary-General to the Cabinet, he therefore has thorough understanding on Thailand’s economy, social, security and national policies.  He can make the best use of his expertise to comment and give advice on good corporate governance, legal risks, rules and regulations for listed companies as well as new law development which could affect PTTEP’s operations.

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) Lieutenant General Nimit Suwannarat (2) Ms. Penchun Jarikasem (3) Mr. Atikom Terbsiri (4) Mr. Veerathai Santiprabhob (5) Mr. Teerapong Wongsiwawilas. 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 11 January 2022.  4 Nominated directors are independent directors according to their notification that their 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  8       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 granting 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 27 March 2022. 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 12.30 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. This will limit number of available seats to no more than 150 seats in the meeting room and a health screen process will be conducted. Attendees shall be required to show proof of being vaccinated against COVID-19 of at least 3 doses (vaccination record or Mor Prom application). Screen testing using rapid antigen test kits (ATK) will be conducted for each attendee before entering the event area as explained in Attachment 14. 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 2021 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,

Montri Rawanchaikul

Montri Rawanchaikul
Chief Executive Officer

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

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