PTTEP 13143/00-4602/2020

Corporate Secretary Division
Tel.+66 2537 4832, +66 2537 4000 ext. 1435

17 June 2020

President

The Stock Exchange of Thailand

93 Ratchadapisek Road, Dindaeng

Bangkok 10400

Dear Sir,

Subject: Resolutions of the 2020 Annual General Meeting of Shareholders

PTT Exploration and Production Public Company Limited (PTTEP) would like to report the resolutions of the 2020 Annual General Meeting of Shareholders held on Wednesday 17 June 2020 at 14.00 hours, at Meeting Room at PTT Exploration and Production Public Company Limited, Energy Complex Building A, 555/1 Vibhavadi-Rangsit Road, Chatuchak, Chatuchak, Bangkok 10900. The details are as follows:

Agenda Item 1 To acknowledge the 2019 performance results and 2020 work plan of the Company

Resolution: The Meeting acknowledged the Company's 2019 performance results and 2020 work plan as proposed.

Agenda Item 2 To approve the financial statements for the year ended December 31, 2019

Resolution: It is resolved that the Meeting, by majority of the total of votes casted by shareholders who were present and voted, approved the financial statements for the year ended December 31, 2019 as proposed.

The voting is comprised of:

Agreed 3,297,115,781 vote(s) or 99.9999 %
Disagreed 4,939 vote(s) or 0.0001 %
Abstained 3,227,494 vote(s)
(voided ballot 0 vote)

Agenda Item 3 Toapprove no additional dividend payment for 2019 year of operations and acknowledge the 2019 interim dividend payments

Resolution: It is resolved that the Meeting, by majority of the total of votes casted by shareholders who were present and voted, approved no additional dividend payment for 2019 year of operations and acknowledged the payments of interim dividend for the year 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 year 2019 on 10 April 2020 at the rate of 3.75 Baht per share. Both interim dividend payments were paid from unappropriated retained earnings under the Petroleum Income Tax Act.

The voting is comprised of:

Agreed 3,300,353,675 vote(s) or 99.99998 %
Disagreed 500 vote(s) or 0.00002 %
Abstained 3,539 vote(s)
(voided ballot 0 vote)

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

Resolution: It is resolved that the Meeting, by majority of the total of votes casted by shareholders who were present and voted, approved the appointment of Ms. Amornrat Pearmpoonvatanasuk, Certified Public Accountant Registration No. 4599 or Mr. Boonrueng Lerdwiseswit, Certified Public Accountant Registration No. 6552, the 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.

The voting is comprised of:

Agreed 3,288,407,808 vote(s) or 99.6400 %
Disagreed 11,881,205 vote(s) or 0.3600 %
Abstained 68,701 vote(s)
(voided ballot 0 vote)

Agenda Item 5 To approve the amendment of Articles of Association

Resolution: It is resolved that the Meeting, with no less than three-fourth of the total number of votes casted by shareholders present and entitled to vote, approved the amendment of the Articles of Association Article 9 paragraph 3 and Article 20 Chapter 3 Board of Directors, and insert Article 37 Chapter 6 Addendum concerning meeting through electronic media as proposed. The wording will be as follows:

Article 9 paragraph 3

'The Board of Directors shall have powers to elect one director to be Chairman, and, if it deems appropriate, one more director to be Vice Chairman. The Board of Directors shall also have powers to appoint Chief Executive Officer who shall be elected to be a Director upon vacancy of directorship and appoint one employee of a company within PTTEP Group to be a Secretary of 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

  • 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.
  • 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.
  • 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.
  • 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 37

'The Board of Directors meeting, Shareholders meeting, and other meetings as required by laws may be organized and held through electronic media. In such event, the invitation notice and other supporting documents must be sent, and copy of which must be retained, in accordance with the requirements of laws and related regulations then in effect at the time of the meeting. The Board of Directors meeting or Shareholders meeting organized and held through electronic media shall has the same legal effect as if any such meeting was organized and held at one place of the meeting as specified by laws and elsewhere in these Articles of Association.'

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.

The voting is comprised of:

Agreed 3,300,354,375 vote(s) or 99.9999 %
Disagreed 0 vote(s) or 0.0000 %
Abstained 3,339 vote(s) or 0.0001 %
(voided ballot 0 vote)

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

Resolution: It is resolved that the Meeting, with not less than two-third of the total number of votes casted by the shareholders present and entitled to vote, approved the remuneration package of the Board of Directors and the
sub-committees as proposed with the details as follows.

(1) The retainer fee of the Board of Directors at the rate of 40,000 Baht/person/month (paid in full month), the meeting fee for the Board of Directors at the rate of 50,000 Baht/person/meeting (only when attending the meeting) and the meeting fee for the
Sub-committees member at the rate of 45,000 Baht/person/meeting (only when attending the meeting). The Chairman of the Board will receive a 25 percent increase for both the retainer fee and the meeting fee. The Chairman of Sub-committees will receive a 25 percent increase of the meeting fee.

(2) Bonus for the whole Board of Directors at 0.2 percent from the annual net profit as stated in the Company's consolidated annual financial statement and the Chairman of the Board will receive
a 25 percent increase, with the total bonus limit of 60 million Baht if the Company pays dividend to shareholders and bonus payment will be adjusted according to each director's office period.

The voting is comprised of:

Agreed 3,270,086,726 vote(s) or 99.0828 %
Disagreed 30,232,312 vote(s) or 0.9160 %
Abstained 38,676 vote(s) or 0.0012 %
(voided ballot 0 vote)

AgendaItem7 To approve the appointment of new directors in replacement of those who are due to retire by rotation

Resolution: It is resolved that the Meeting, by majority of the total of votes casted by shareholders who were present and voted, approved the election of 5 directors listed below as proposed. One director (Mr. Dechapiwat
Na Songkhla) is an independent director as the Board of Directors notified that his qualifications conform to the definition of Independent Director of PTTEP.

The voting for each nominated director is as follows:

Name List

Agree (share)

(%)

Disagree (share)

(%)

Abstain(share)

(%)

Voided Ballots

1

Mr. Twarath

Sutabutr

3,268,695,077
(99.0408%)

31,655,571

(0.9592%)

7,066

0

2

Mr. Chansin

Treenuchagron

3,255,561,005

(98.6428%)

44,791,494

(1.3572%)

5,215

0

3

Mr. Phongsthorn

Thavisin

3,277,758,546

(99.3155%)

22,592,102

(0.6845%)

7,066

0

4

Mr. Patchara

Anuntasilpa

3,259,461,645

(98.7611%)

40,889,003

(1.2389%)

7,066

0

5

Mr. Dechapiwat

Na Songkhla

3,079,959,483

(93.3222%)

220,391,165

(6.6778%)

7,066

0

Sincerely yours,

Maneeya Srisukhumbowornchai

(Ms. Maneeya Srisukhumbowornchai)
Company Secretary

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PTT Exploration & Production pcl published this content on 17 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2020 13:46:06 UTC