Investor Relations

[Publish date : 26 February 2018]

Attachment:       

2. 2017 Annual Report and 2017 Sustainability Report
3. Duties and responsibilities of PTTEP Sub-Committees
4. Definition of Independent Director
5. Information on proposed candidates to be elected as PTTEP directors
6. Document and evidence required for meeting attendance and proxy granting
7. Registration Form to be submitted on the Meeting day and process of attending the Meeting
8. Proxy Form A. , Form B. , Form C.
9. Name List and Details of PTTEP Independent Directors proposed to serve as Proxy for shareholders
10. Envelope for returning Proxy Form to PTTEP [hard copy only]
11. PTTEP Articles of Association, the Public Limited Company Act B.E. 2535 and the Securities and Exchange Act B.E. 2535 concerning the Shareholders’ Meeting and Vote Casting
12. 2017 Annual Report and/or 2017 Sustainability Report Requisition Form
13. Map of the Meeting location

PTT Exploration and Production Public Company Limited (PTTEP) would like to invite all shareholders to attend the 2018 Annual General Shareholders’ Meeting on Monday 2 April 2018 at 09.30 hours, at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok 10900. The meeting agendas are as follows:

Agenda Item 1        To acknowledge the 2017 Performance Results and 2018 Work Plan of the Company

Related Information:

The 2017 Company’s performance is as detailed in Attachment 1, whereas the 2018 work plan will be presented on the Meeting day.

The Board of Directors’ Opinion:

The meeting should acknowledge the 2017 performance results including the financial statements and other matters as illustrated in the 2017 Annual Report and the 2017 Sustainability Report. The meeting will also acknowledge the Company’s 2018 work plan which will be presented on the meeting day.

Agenda Item 2        To approve the financial statements for the year ended December 31, 2017

Related Information:  

PTTEP’s financial statements for the year ended December 31, 2017 were audited by the Auditor and reviewed by the Audit Committee. 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, 2017 which have been audited by the Auditor and reviewed by the Audit Committee as proposed. The Board of Directors has also endorsed the financial statements.

Agenda Item 3        To approve the dividend payment for 2017 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 Article 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 2017, PTTEP reported total revenue of US Dollar 4,523 million; net profit of US Dollar 594 million; total assets of US Dollar 19,220 million; total liabilities of US Dollar 7,703 million; equity of US Dollar 11,517 million; unappropriated retained earnings of US Dollar 6,355 million and cash and cash-equivalents, including short-term investments of US Dollar 4,468 million.

The Company’s Board of Directors has considered that PTTEP should pay the dividend for the 2017 year of operations to the Company’s shareholders at 4.25 Baht per share, or approximately 90% of the net profit after tax according to the consolidated financial statements, and in accordance with the Company’s dividend policy. The Company has already made an interim dividend payment for the 2017 first-half-year operations on 25 August 2017 at the rate of 1.50 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2017 dividend of 2.75 Baht per share will be paid from unappropriated retained earnings under the Petroleum Income Tax Act., and shall be payable on 12 April 2018, after obtaining approval from the 2018 AGM. The shareholders entitled to receive the dividend are per the shareholder list on the Record Date: 9 February 2018.

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 2017 and 2016 are per the table below:

*Remark: Dividend Payout Ratio calculated based on the end of the year FX rates.

The Board of Directors’ Opinion:

The meeting should acknowledge the interim dividend payment and approve the annual dividend payment for 2017 at 4.25 Baht per share. PTTEP has already made an interim dividend payment for the 2017 first-half-year operations on 25 August 2017 at the rate of 1.50 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2017 dividend of 2.75 Baht per share will be paid from unappropriated retained earnings under the Petroleum Income Tax Act, and shall be payable on 12 April 2018, after obtaining approval from the 2018 AGM. The shareholders entitled to receive the dividend are per the shareholder list on the Record Date: 9 February 2018.

Agenda Item 4        To appoint the auditor and consider the auditor’s fees for year 2018

Related Information:

The Office of Auditor General (the OAG) has been PTTEP’s auditor since the Company was established. The OAG does not have any relationship with, and is independent from the Company, its subsidiaries, managements, major shareholders, or their related parties. Even some of the Company’s subsidiaries are audited by other auditors, the Company's Board of Director is responsible for ensuring that the financial statements of those subsidiaries are completed within the schedules.

The Audit Committee considers the OAG to be a reliable institution with a high performance record and an institution endowed with a sufficient number of qualified staff. The Audit Committee proposed that the OAG be appointed as the independent auditor of the Company for year 2018 with expenses related to auditing for year 2018 in the amount not exceeding 2,700,000 Baht. In 2017, the audit fee for the OAG was 2,350,000 Baht.

In 2017, the Company paid non-audit services fee to the OAG totaling 17,000,000 Baht for the preparation of Comfort Letters supporting the issuance of subordinated capital debentures. In 2016, the Company did not pay non-audit services fee to the OAG.

Board of Directors’ Opinion:

The Meeting should approve the appointment of the Office of the Auditor General of Thailand to be the Auditor of PTTEP for the year 2018 with expenses related to auditing for year 2018 in the amount not exceeding 2,700,000 Baht as proposed by the Audit Committee. This proposal has been subsequently endorsed by the Board of Directors.

Agenda Item 5        To approve the amendment of PTTEP Articles of Association Article 21, Chapter 4 General Meeting and Article 9, Chapter 3 Board of Director

Related Information:

1. The National Council for Peace and Order (the “NCPO”) issued Order No. 21/2560 on 4 April 2017, to amend laws governing business operations in order to improve and facilitate doing business in Thailand. The Public Company Act B.E. 2535 (1992) section 100  was also amended to provide more benefits to shareholders by reducing minimum required amount of shares to request the Board of Directors to convene an extra-ordinary meeting of shareholder from 20% to 10% of the total number of shares sold. The Board of Directors has considered and agreed to propose that Article 21, Chapter 4 of the Articles of Association is to be amended in compliance with the amended law as follows:

“The Board of Directors shall arrange for an Annual Ordinary Meeting of Shareholders to be held within four months after the end of the fiscal year of the Company.

All other meetings are called “Extraordinary Meetings.” The Board of Directors may summon an Extraordinary Meeting whenever they think fit, or one or more shareholders holding shares amounting to not less than ten percent of the total number of shares sold may subscribe their names to a notice requesting the Board of Directors to convene an Extraordinary Meeting of shareholders at any time; provided that, they shall also specify reasons for such request in the notice. In such case, the Board of Directors must arrange for a meeting of shareholders within forty five days from the date of receipt of the notice.

In the case where the Board of the Directors fails to arrange a meeting within the period as in paragraph two, the shareholders who subscribed their names or along with other shareholders amounting as given are entitled to hold the meeting. This is subject to a condition that such group of shareholders shall convene the meeting within forty five days of the lapse of the due date in paragraph two. In such case, the meeting shall be considered as a meeting called by the Board of Directors where the company must be accountable for any essential expenses incurred from the meeting and facilitate the meeting as appropriate.

In the case that the shareholders’ meeting called in accordance with paragraph three is not met by meeting quorum requirements in this Articles of Association, the shareholders who called for the meeting shall cover the expenses of that meeting themselves.”

2. As The Articles of Association Article 9 Chapter 3 specifies that the Board of Directors shall nominate one of the directors to be Chief Executive officer (CEO), but in current practice the Nominating Committee will consider and propose qualified person for the appointment of CEO position, and then elect CEO to be Executive Director. The Board of Directors has considered and agreed to propose that Article 9, Chapter 3 of the Articles of Association is to be amended as follows:

“The Board of Directors shall elect among themselves one Chairman, one more director to be Vice Chairman, if it deems appropriate, and appoint Chief Executive Officer who shall be elected to be a Director and appoint an executive to be a Secretary of the Board of Directors.”

Board of Directors’ Opinion:

The meeting should approve the Amendment of the Articles of Association Article 21, Chapter 4 General Meeting, to comply with the amendment of the Public Limited Company Act B.E. 2535 and the Amendment of the Articles of Association in Article 9, Chapter 3 Board of Directors, on the appointment of the Chief Executive Officer as a director, which have been endorsed by the Board of Directors.

Agenda Item 6        To approve the Board of Directors’ and the sub-committees’ remuneration

Related Information:

The 2017 Annual General Shareholders’ Meeting, held on 29 March 2017 has approved the board of directors’ and the sub-committees’ remuneration for 2017 onwards.  For this year, the Remuneration Committee has reviewed the remuneration package, namely retainer fee, meeting fee, and bonus, of the board of directors and sub-committees by comparing with other leading listed companies and among the companies of PTT Group. The Board of Directors agreed, in accordance with the recommendation of the Remuneration Committee, and deemed it appropriate to remain the 2018 remuneration package of the board of directors and the sub-committees to be the same rate as 2017. 

Board of Directors’ Remuneration:

Sub-committees’ Remuneration: There are five standing Sub-committees according to the Company’s Article of Association: (1) the Audit Committee (2) the Remuneration Committee (3) the Nominating Committee (4) the Corporate Governance Committee and (5) the Risk Management Committee.  Details of duties and responsibilities of each Sub-committee are in Attachment 2.  The five Sub-committees’ remunerations, are proposed the same rate as 2016 are as follows :

In year 2017, the total remuneration of the board of directors was 42,993,020.64 Baht, and the total remuneration of the Sub-committees was 6,710,000 Baht. The details of the remuneration of each director are presented in the 2017 Annual Report (Attachment 1). To avoid conflicts of interest, Directors who are shareholders and independent directors, who have been granted proxies by shareholders, shall refrain from voting on this agenda.

The Board of Directors’ Opinion:

The meeting should approve the remuneration package of the Board of Directors and sub-committees for 2018 at the same as rate of 2017. The Remuneration Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.

Agenda Item 7        To approve the appointment of new directors in replacement of those who are due to retire by rotation

Related Information:

Pursuant to the Public Limited Company Act 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 longest period must retire by rotation at the Annual General Shareholders’ Meeting every year.  In 2018, 4 retiring directors 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 details in item 1 of PTTEP Definition of Independent Director (Attachment 3).  The 5 directors who are due to retire by rotation are:

(1)  Mr. Prajya  Phinyawat  -  Chairman  and  Chairman of the Independent Directors Committee

(2)  Mr. Pitipan  Tepartimagorn  -  Director,  Member of the Risk Management Committee,  and  Member of the Corporate Governance Committee

(3)  Ms. Panada  Kanokwat  -  Independent Director,  Member of the Audit Committee  and  Member of the Corporate Governance Committee

(4)  Mr. Bandit  Eua-arporn  -  Independent Director

(5)  Admiral Tanarat  Ubon  -  Vice Chairman of the Independent Directors Committee,  Chairman of the Corporate Governance Committee  and  Member of the Remuneration Committee

The Company has invited all shareholders to nominate qualified person to be elected as PTTEP director through the Stock Exchange of Thailand channel and the Company’s website during 15 September – 15 December 2017. However, there was no proposal of qualified nominee submitted to the Company.

The Nominating Committee has thoroughly considered, for maximum benefit of the company, the existing board composition and skill mix together with qualification, experience, expertise, term of directorship, the list of state enterprises directors of the State Enterprise Policy Office and proposal of PTT Public Co., Ltd. (PTT), major shareholder. The Nominating Committee deemed it appropriate to propose 5 director nominees who are qualified for being PTTEP directors to the shareholders to elect in replacement of those who are due to retire by rotation in 2018, as follows;

(1)  Mr. Prajya  Phinyawat  -  Re-election for another term

(2)  Mr. Pitipan  Tepartimagorn  -  Re-election for another term

(3)  Ms. Panada  Kanokwat  -  Re-election for another term

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

(5)  Admiral Tanarat  Ubon  -  Re-election for another term

The Nominating Committee deems appropriate to re-elect the five director candidates for another term since they hold the knowledge especially in petroleum business which is a specific type of business.  They have great understanding in PTTEP's operations, being visionary and have clear understanding in country’s energy strategy.  They successfully determined PTTEP strategic direction to push the company through the low oil price crisis and under the industry's volatile situation, to support organization transformation which has already begun in 2017 to make PTTEP to be ready for business opportunities either related to oil and gas exploration and production or other new business and to be ready for organization development with new technologies.  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 business strategy and organization transformation as intended in 2017.

(1)  Mr. Prajya Phinyawat be re-elected for another term because he possesses knowledge, understanding and extensive experience in energy business for the whole value chain from upstream to downstream. He formerly held the position as PTTEP’s President who was responsible for Bongkot operatorship transfer which successfully operated according to the plan. He also held the positions as top executive in companies of PTT group both in gas, petrochemical and refinery businesses.  Mr. Prajya therefore has business vision in energy strategy and business changes to support organization transformation under the volatile energy situation.

(2)  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 are very beneficial for setting up PTTEP's strategy on human resources management in supporting the business and organization transformation for PTTEP's future growth.

(3)  Ms. Panada Kanokwat be re-elected for another term because she has knowledge, capability and expertise in accounting and finance.  She has vast experience working in the field of accounting and finance in many leading financial institutions.  Also, she formerly held the positions as financial top executive and Director in the companies in PTT group, therefore she has very good knowledge and clear understanding on energy business and project investments.

(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 organization change under the challenging energy business situation.

(5)  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 operation.  Admiral Tanarat also has vision to direct PTTEP to be the world-class organization that ensures the stabilities in energy and economic not only for Thailand but also for the ASEAN.  PTTEP will be consequently well-recognized internationally.

Details of personal information and vision of the abovementioned director nominees are as 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 Committee namely, (1) Mr. Prajya Phinyawat (2) Mr. Pitipan Tepartimagorn (3) Ms. Panada Kanokwat (4) Mr. Bandit Eua-arporn (5) Admiral Tanarat Ubon. The Nominating Committee has duly reviewed this proposal which has been subsequently endorsed by the Board of Directors to further propose the list of director candidates to the State Enterprise Policy Committee for approval in accordance to the Regulations of the Office of the Prime Minister on State Enterprise Policy and Governance Determination. Among 5 nominated directors, 4 directors (number 1, 3, 4 and 5) are independent director 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 did not vote for the proposal and the Board of Directors’ Meetings.

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 2012 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 has fixed the Record Date on which shareholders have the right to attend the 2018 Annual General Shareholders’ Meeting and to receive dividend on 9 February 2018.

All shareholders are cordially invited to attend the Meeting on the date, time and place aforementioned and the registration counters will be opened for shareholders’ registration 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 5, 6 or 7 (if any) be declared at the meeting’s registration.  Besides, shareholders may appoint PTTEP independent directors, whose list and details are in Attachment 8, as their proxy holders, and return the proxy forms together with supporting documents, Attachments 5, 6 and 7, to PTTEP by 23 March 2018 using the enclosed envelope (Attachment 9).

The Company recommends that shareholders use Proxy Form B (Attachment 7) so that they can specify the vote casting of each agenda item.  Shareholders can download Proxy Forms A and C from PTTEP website.  PTTEP reserves the right not to register shareholders in case where required documents and evidences are incomplete or inaccurate or do not meet the requirements and conditions specified.

PTTEP will conduct the Meeting in accordance with the Company’s Articles of Association and Public Limited Company Act concerning the Shareholders’ Meeting as detailed in the Attachment 10.

For any questions concerning the above agenda items or any matters relevant to the Company, PTTEP welcomes opportunity to clarify these matters in the meeting.  Please submit your questions in advance to CorporateSecretary@pttep.com or to the facsimile number 0-2537-4500.  PTTEP will provide snacks and beverages for shareholders and proxy holders who attend the meeting, but will not distribute any souvenir at this meeting.

PTTEP has sent the 2017 Annual Report and 2017 Sustainability Report (Attachment 1) to all shareholders in CD-ROM format.  However, if any shareholders would like to have the hard copies of the 2017 reports, they may request them from the Corporate Secretary Office at the Energy Complex Building A, No. 555/1, Vibhavadi-Rangsit Road, Chatuchak, Bangkok 10900.  Shareholders may also fill in the Reports Requisition Form (Attachment 11) and return it to PTTEP.  For greater convenience and speed in receiving dividend, shareholders can request the Thailand Securities Depository Co., Ltd. (TSD)
to transfer their dividend to their bank accounts (E-dividend), which will then be incorporated into their next dividend payment

Yours sincerely,

Somporn Vongvuthipornchai

President and Chief Executive Officer

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

• Pannalert Vasiksiri M.L.  Tel. 0-2537-4945 or
• Ms. Chatraphan Cheevanon  Tel. 0-2537-5310 or
• Nalinrach Suksathaporn Tel: 0-2537-4000 ext. 2233