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...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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Investor Relations
Shareholder's Meeting
The Proposed Agenda to the 2023 Annual General Shareholders' Meeting Form (Form A)
Proposal of AGM Agenda and Director Nominees in advance
Objective close | open
PTTEP has set up clear and transparent criteria in accordance with the Good Corporate Governance for the shareholders to propose AGM agenda and director nominee in advance with the purpose of ensuring equitable and fairness treatment of all shareholders and ensuring that the agenda will be carefully selected and truly beneficial to the company and that the director nominee possesses suitable qualifications.
Definition close | open
“Company” means PTT Exploration and Production Public Company Limited or PTTEP
“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
“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
The Qualification of Shareholder close | open
Shareholder who wishes to propose the agenda or director nominee must possess the following qualifications:
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.
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.
Proposal of the Agenda close | open
4.1 Method for Proposal
4.2 Method for Consideration
| (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. |
The Nomination of the Director close | open
5.1 Method for Proposal
5.2 Method for Consideration
| (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
555/1 Energy Complex Building A, 6th Floor & 19th - 36th Floor, Vibhavadi-Rangsit Road, Chatuchak, Chatuchak, Bangkok 10900 ThailandPhone : 66 (0) 2537-4000
Fax : 66 (0) 2537-4444
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Copyright © PTT Exploration and Production Plc. All Rights Reserved.
Copyright © PTT Exploration and Production Plc. All Rights Reserved.