Investor Relations

[Publish date : 15 May 2020]

Attachment:        

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

PTT Exploration and Production Public Company Limited (PTTEP) would like to invite all shareholders to attend the 2020 Annual General Shareholders’ Meeting on Wednesday 17 June, 2020 at 14.00 hours, at Meeting Room at PTT Exploration and Production Public Plc, Energy Complex Building A, 555/1 Vibhavadi Rangsit Road, Sub-district Chatuchak, District Chatuchak, Bangkok 10900. PTTEP has fixed the Record Date on which shareholders have the right to attend the 2020 AGM as May 15, 2020. The meeting agendas are as follows:

Agenda Item 1       To acknowledge the 2019 Performance Results and 2020 Work Plan of the Company

Related Information :

The 2019 Company’s performance is as detailed in Attachment 1, whereas the 2020 work plan will be presented on the Meeting day.

The Board of Directors’ Opinion :

The Meeting should acknowledge the 2019 performance results including the financial statements and other matters as illustrated in the 2019 Annual Report and the Sustainability Report.  The Meeting should also acknowledge the Company’s 2020 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, 2019

Related Information :

PTTEP’s financial statements for the year ended December 31, 2019 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, 2019 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 no additional dividend payment for 2019 year of operations and acknowledge the 2019 Interim Payments

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 2019, PTTEP reported total revenue of US Dollar 6,413 million; net profit of US Dollar 1,569 million; total assets of US Dollar 22,202 million; total liabilities of US Dollar 10,361 million; equity of US Dollar 11,841 million; unappropriated retained earnings of US Dollar 7,631 million and  cash and cash-equivalents, including short-term investments of US Dollar 3,023 million. The Company’s Board of Directors has considered that PTTEP should pay dividends for the 2019 year of operations to the Company’s shareholders at the rate of 6.00 Baht per share, or approximately 49.1%; represents an annualized dividend yield of 4.82%. The proposed dividend payment is consistent with the increase in the Company’s Net Income and the dividend yield within range of investor expectation as well as within the peer group. The dividend payment also complies with the Company’s dividend policy, and has no impact to the Company’s liquidity and capital structure.

The Company has already made the interim dividend payment for the first-half-year operations of 2019 on 23 August 2019 at the rate of 2.25 Baht per share and paid the remaining interim dividend for the 2019 year of operations on 10 April 2020 at the rate of Baht 3.75 per share. Both interim dividend payments, totally Baht 6.00 per share, were paid from unappropriated retained earnings under the Petroleum Income Tax Act.  In this regard, there is no additional dividend payment for the company’s operating results from January 1 to December 31, 2019.

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 2019 and 2018 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 approve no additional dividend payment for the company’s operating results from January 1 to December 31, 2019, since the company has paid the total interim dividend payments for 2019 at 6.00 Baht per share. The company has already made the interim dividend payment for the first-half-year operations of 2019 on 23 August 2019 at the rate of 2.25 Baht per share and paid the remaining interim dividend for the 2019 year of operations on 10 April 2020 at the rate of Baht 3.75 per share. Both interim dividend payments were paid from unappropriated retained earnings under the Petroleum Income Tax Act. The board propose the AGM to acknowledge the two (2) interim dividend payments for 2019 operating results as mentioned earlier.

Agenda Item 4      To appoint the auditor and consider the auditor’s fees for year 2020

Related Information :

The State Audit Office of the Kingdom of Thailand (SAO) had been PTTEP’s auditor since PTTEP was established. SAO has the authority and duty to audit PTTEP’s financial statements 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).

In 2019, SAO send a letter to PTTEP to engage another auditor by referring to section 71 of the Financial and Fiscal Discipline Act. SAO or other auditor approved by SAO has to audit the financial statements of government agencies. (PTTEP is a government agency in accordance with the State Financial and Fiscal Discipline Act.) PTTEP, therefore, has arranged a tender to select an auditor for the financial statements for the year 2020.

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

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

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 a fee of 8,900,000 Baht, an increase of 6,100,000 Baht from year 2019, for which the financial statements were audited by SAO. (The fee for year 2019 was 2,800,000 Baht.) The increase in the audit fee is mainly from the audit work caused by the investment expansion and higher complexity. Moreover, for the initial audit, PwC has additional audit work to understand accounting system and internal control in order to perform risk assessment and prepare audit plan.

SAO has approved the proposed auditors above as auditor for PTTEP’s financial statements for the year 2020. In addition, the proposed auditors have qualifications that comply with the guidelines of the Securities and Exchange Commission and they have no relationship or conflict of interest with PTTEP, its subsidiaries, management, major shareholders, or their related parties. Therefore, the proposed auditors are accordingly independent to audit and express their opinion for PTTEP’s financial statements. Further, even though some of PTTEP’s subsidiaries are audited by other auditors, PTTEP’s Board of Directors is responsible for ensuring that the financial statements of those subsidiaries are completed within their schedules.

In 2019, PTTEP had a non-audit service fee for the preparation of Comfort Letters supporting liability management of the Group for US dollar denominated debt which issued and entirely offered to offshore investors to SAO totaling 15,000,000 Baht. While, in 2018, PTTEP did not have a non-audit service fee to SAO.

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 2020 with an audit fee of 8,900,000 Baht as proposed by the Audit Committee. This proposal has been subsequently endorsed by the Board of Directors.

Agenda Item 5       To approve the amendment of Articles of Association

Related Information :

To allow the Board of Directors to appoint an employee of a company within PTTEP Group, who has proper qualifications, to be a Secretary of the Board of Directors as it deems appropriate, to enhance the screening efficiency of Sub-committees that play a crucial part in the consideration of the Board of Directors as well as focusing on the sustainable development, and to allow the Board of Directors meeting, the Shareholders meeting, and other meetings as required by laws to be organized and held through electronic media when necessary, PTTEP is considered appropriate to propose that Article 9 paragraph 3 concerning a Secretary of the Board of Directors and Article 20 concerning Sub-committees are to be amended, and Article 37 concerning meeting through electronic media is to be inserted as follows:

The Board of Director’s Opinion :

The Meeting should approve the amendment of the Articles of Association in Article 9 paragraph 3 and Article 20, Chapter 3 Board of Directors, and the insertion of Article 37, Chapter 6 Addendum which have been approved by the Board of Directors, 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 6       To approve the Board of Directors’ and the sub-committees’ remuneration

Related Information :

The 2019 Annual General Shareholders’ Meeting, held on 29 March 2019 has already approved the board of directors’ and the sub-committees’ remuneration for 2019 onwards and bonus for the whole Board, effective from 2018 financial statements onwards. For this year, the 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), 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 remuneration package of the board of directors and the sub-committees at the same rate according to the resolution of the Annual General Shareholders for the Year 2019 as below:

Monthly fee, Meeting fee, Bonus and Other Remuneration

In the year 2019, the total remuneration for the board of directors and the sub-committees as approved by the shareholders sums up to 87,870,416 Baht. The details of the remuneration for each director are presented in the 2019 Annual Report (Attachment 1). To avoid special conflicts of interest, Directors who are shareholders and independent directors granted proxies by shareholders shall refrain from voting on this agenda unless the shareholders clearly define their votes in Proxy B or C.

The Board of Directors’ Opinion :

The Meeting should approve the remuneration package of the Board of Directors and sub-committees for the year 2020 for all items i.e. Retainer fee, Meeting fee and 2019 Bonus of the Board of Directors, at the same rate according to the resolution of the Annual General Shareholders for the Year 2019.  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 the longest period must retire by rotation at the Annual General Shareholders’ Meeting every year.  In 2020, 1 out of 5 directors who are due to retire by rotation is qualified as an  independent director (number 5) 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)     Mr. Twarath Sutabutr  -  Director and Member of the Risk Management Committee

(2)     Mr. Chansin Treenuchagron  -  Director

(3)     Mr. Phongsthorn Thavisin  -  Director and President and Chief Executive Officer

(4)     Mr. Patchara Anuntasilpa  -  Director and Member of the Remuneration Committee

(5)     Mr. Dechapiwat Na Songkhla  -  Independent Director and Member of the Audit Committee

The Company invited all shareholders to nominate qualified persons to be elected as PTTEP directors through the Stock Exchange of Thailand Channel and the Company’s website during 30 August – 15 December 2019.  However,  no proposals for qualified nominees were 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 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 2020, as follows:

(1)  Mr. Twarath Sutabutr  -  Re-election for another term

(2)  Mr. Chansin Treenuchagron  -  Re-election for another term

(3)  Mr. Phongsthorn Thavisin  -  Re-election for another term

(4)  Mr. Patchara Anuntasilpa  -  Re-election for another term

(5)  Mr. Dechapiwat Na Songkhla  -  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 the petroleum business, which is a highly specific type of business.  They have great understanding in regard to the country’s energy strategy and in PTTEP's operations; they are also well equipped with knowledge and expertise in financial management and have experience in large organization management and development.  They played key roles in driving the PTTEP business and organization transformation to support the company’s business expansion based on  the “Expand” strategy in 2019. They actively pushed the company for organization development in order to become ready for new technologies and a competitive working environment by giving priority to organization culture change in response to new business opportunities and the fast-changing business world.  To confirm the “Execute” Strategy, they ensured that PTTEP had success in operations and achieved its business goals by aiming to promote PTTEP to stand out and become well accepted as an international company.  Consideration to propose these five candidates for being PTTEP’s directors for another term would be beneficial and appropriate in terms of continuity in driving PTTEP’s operations in accordance with the company’s business strategy as it is intended.

(1)   Mr. Twarath Sutabutr be re-elected for another term because he possesses the knowledge, expertise, and extensive experience in the energy business especially in the area of national energy policies. By having assumed top management positions in the Ministry of Energy, including his experience as Director-General of the Energy Policy and Planning Office, Mr. Twarath holds insightful understanding in the national energy strategic plan which corresponds well to his great contribution in establishing PTTEP’s corporate strategy and corporate risk management.

(2)   Mr. Chansin Treenuchagron be re-elected for another term because he possesses knowledge and specialization in the energy industry and in economics.  He has had experience in managing large organizations and was the President and Chief Executive Officer of PTT Plc.; therefore, he truly understands the energy business and its whole value chain.  He has a long-term vision in energy strategic planning and the well synergized businesses of the companies in PTT group from upstream and midstream to downstream.  With his effort to promote synergy among the PTT group of companies, PTTEP can further its business to new investments in related fields, e.g. the gas to power business.

(3)   Mr. Phongsthorn Thavisin be re-elected for another term because he possesses knowledge and expertise in the E&P industry.  He has great understanding regarding E&P operations, both of the international and domestic schemes.  He has experience in managing various PTTEP’s projects and is well accepted by all stakeholders including government sectors, international oil companies and partners. He is currently the President and Chief Executive Officer of PTTEP who initiated the “Expand” business strategy and has led the company to its great success in 2019 by escalating the average sales volume to reach PTTEP’s highest record.  This is to assure the company’s steady growth while ensuring the energy security of Thailand in the long run.

(4)   Mr. Patchara Anuntasilpa be re-elected for another term because he possesses knowledge, expertise, and vast experience in Thailand’s public finance sector and tax system from his current positions as Director-General of The Excise Department, Chairman of the Board of Directors of State Enterprises, and top governmental management positions he has previously assumed.  Mr. Patchara’s familiarity with the nation’s administrative and state enterprise policies also enhances his directorship of PTTEP through his profound understanding in laws, regulations, and guidelines related to state enterprises.  This would support PTTEP’s status as one of the well-accepted state enterprises that adheres to good governance and compliance while operating resiliently and competitively under today’s volatile business environment..   

(5)   Mr. Dechapiwat Na Songkhla be re-elected for another term because he has deep knowledge, capability and great expertise in finance and budgeting.  He has extensive experience working continuously in the field of budget management and currently holds the position of Budget Director of Thailand’s Budget Bureau.  He has good knowledge in governance laws including rules and regulations related to state enterprises and their policies, management and development, all of which could promote PTTEP to operate legally and to continue being a good corporate governance organization.

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

The Board of Directors’ Opinion :

The Meeting should approve the election of 5 director nominees as screened and proposed by the Nominating Committee namely; (1) Mr. Twarath Sutabutr (2) Mr. Chansin Treenuchagron (3) Mr. Phongsthorn Thavisin (4) Mr. Patchara Anuntasilpa (5) Mr. Dechapiwat Na Songkhla. 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 and the State Enterprise Policy Committee has already approved the list of the 5 director nominees on 24 February 2020.  Among the 5 nominated directors, 1 director (number 5) is 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 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 giving a proxy to PTTEP’s Independent Director whose list and details are in Attachment 8 to attend the meeting on behalf of Shareholders and view AGM live broadcast via the Company’s website. Shareholders may submit the proxy form together with required document and evidence stated in Attachments 1, 5 or 7 using the business reply envelope (postage stamp is not required) to PTTEP by 11 June 2020. 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, PTTEP would like to request that shareholders inform the Company in advance. The registration counters will be opened from 10.30 hours onwards.  The Chairman has designated related officers who register the meeting attendants to collect the proxy forms on his behalf.  For greater convenience of all shareholders and proxy holders, it is recommended that all required documents and evidences as stated in Attachments 1, 5 or 7 be declared at the meeting’s registration.  The Company recommends that shareholders use Proxy Form B. PTTEP will arrange the meeting with appropriate social distancing as indicated by the related laws. This will limit number of available seats in the meeting room and a health screen process will be conducted. For this matter, there may be a delay in screening and registration for the meeting. PTTEP hereby apologizes for any such inconvenience that may arise.

The Meeting has been organized to be in line with the concepts of sustainable event and circular economy where all materials and resources are to be fully utilized in order to reduce environmental impact. PTTEP minimizes the printing of document by preparing 2019 Annual Report and Sustainable Development Report in QR Code format. However, if shareholders would like to have the hard copies, they may request them using QR Code displayed in Attachment 10. PTTEP will send the reports to you in due course.

Yours sincerely,

Phongsthorn Thavisin

President and Chief Executive Officer

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

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