(Translation)
No. 80000001/ 717
July 3, 2020
Subject : Notification of the Resolutions of the 2020 Annual General Meeting of Shareholders
To : The President, The Stock Exchange of ThailandCC :Secretary-General of the Office of the Securities and Exchange CommissionThe 2020 Annual General Meeting of Shareholders (the Meeting) of PTT Public Company Limited (PTT), is held on Friday July 3, 2020, at 13. 30 hrs. , at PTT Auditorium, 2 nd Floor, PTT Public Company Limited, Vibhavadi Rangsit Road, Chatuchak, Bangkok , Thailand. There were 2,081 shareholders attending the Meeting representing 21,663,766,756 shares or 75.8456 % of the total shares, at the commencement of the meeting. The Meeting resolved as follows:
1. Acknowledged the 2019 performance statement, the proposed corporate strategy plan, and approved the 2019 financial statement ended on December 31, 2019 by the majority vote of the shareholders who attended the Meeting and were eligible to vote as follows:
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 21,909,628,984 | 137,720 | 82,330 | 9,000 |
Percentage | 99.9990 | 0.0006 | 0.0004 | 0.0000 |
Remark : In this agenda item, there were additional shareholders attending the Meeting, representing 246,091,278 shares.
2. Approved the 2019 net profit allocation to reserve for self-insurance fund Baht 21 million, approved no further dividend payment from 2019 profits, and acknowledged the interim dividend payment at the rate of Baht 2.00 per share, for the first half of 2019 performance approved by the Board of Directors on September 27, 2019 at the rate of Baht 0.90 per share, totaling Baht 25,707 million, which was paid to the shareholders on October 25, 2019 and for the second half of 2019 performance approved by the Board of Directors on March 26, 2020 at the rate of Baht 1.10 per share, totaling Baht 31,419 million, which was paid to the shareholders on April 24, 2020. The interim dividend is paid from the unappropriated retained earnings which are subject to the rate of 20% and 15% corporate income tax wherein individual shareholders shall be entitled to a Dividend Tax Credit under Section 47 bis of the Revenue Code and dividend received from PTT Exploration and Production Public Company Limited (PTTEP) which is subject to the rate of 50% petroleum income tax wherein individual shareholders shall not be entitled to a Dividend Tax Credit under Section 47
bis of the Revenue Code of Baht 1.12, 0.33 and 0.55 per share respectively. The Shareholders approved this agenda item by the majority vote of the shareholders who attended the Meeting and were eligible to vote as follows:
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 22,323,145,152 | 7,095,550 | 31,100 | 9,000 |
Percentage | 99.9681 | 0.0318 | 0.0001 | 0.0000 |
Remark : In this agenda item, there were additional shareholders attending the Meeting, representing 420,422,768 shares.
3. Appointed Miss Waraporn Prapasirikul, CPA License No. 4579 and/or Mrs. Saifon Inkaew, CPA License
No. 4434 and/or Miss Rungnapa Lertsuwankul, CPA License No. 3516 from EY Office Limited as PTT's auditors for the year 2020, and approved the audit fees of Baht 8,000,000 as recommended by the Audit Committee and endorsed by the Board of Directors. The shareholders approved by the majority vote of the shareholders who attended the Meeting and were eligible to vote as follows:
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 23,483,587,087 | 24,423,330 | 1,728,100 | 0.0000 |
Percentage | 99.8887 | 0.1039 | 0.0074 | 0.0000 |
Remark : In this agenda item, there were additional shareholders attending the Meeting, representing 1,179,457,715 shares.
4. Approved the 2020 directors' and the specific committee members' remuneration including directors' bonus package to be the same rate as the 2019 package recommended by the Remuneration Committee and endorsed by the Board of Directors as follows.
Monthly fee and attendance fee
Remuneration | 2020 |
1. Board of Directors | |
Monthly Fee (By pro rata) - Chairman (1) - Director | 60,000 Baht/Month 30,000 Baht/Month |
Per Attendance Fee (2) (for those in attendance only) - Chairman (3) - Director | 75,000 Baht/Attendance 60,000 Baht/Attendance |
2. Specific Committees | |
2.1 Audit Committee (4) Monthly Fee (By pro rata)
| 15,000 Baht/Month 15,000 Baht/Month |
Per Attendance Fee (6) (for those in attendance only) - Chairman (3) | 56,250 Baht/Attendance |
-Member | 45,000 Baht/Attendance |
The Secretary of the Audit Committee shall receive a monthly fee of Baht 7,500 | |
2.2 Nominating Committee, Remuneration Committee, Corporate Governance Committee, Enterprise Risk Management Committee, The other committees which may be appointed by the Board of Directors if deemed necessary Monthly Fee (By pro rata)
| None |
Per Attendance Fee (7) (for those in attendance only) - Chairman (3) - Member | 37,500 Baht/Attendance 30,000 Baht/Attendance |
3. Other Remunerations | None |
Remark | |
(1) | The Chairman of the Board shall receive monthly fee at equalling double the base fee received by the director |
(2) | The payments are limited up to only once a month, in case of necessity or reasonable causes, the payments may be paid more than once a |
month but limited up to 15 meetings annually. | |
(3) | The Chairman of the Board / Specific Committee shall receive attendance fee at higher rate than that paid to other directors / committee |
member by 25%. | |
(4) | Audit Committee should not be positioned in any other specific committee |
(5) | The Chairman of the Audit Committee shall receive monthly fee at equalling the base fee received by the member of committee. |
(6) | The payments are limited up to only once a month. |
(7) | Each member of committee shall receive maximum 2 attendance fees of specific committee. The payment of each specific committee shall |
be done only once a month | |
Board of Directors' Bonus |
The board of directors' bonus for the 2020 fiscal year will depend on PTT' s performance or net profit. The directors will be entitled to receive 0.05% of PTT's 2020 net profit and the chairman of the board is entitled to receive a bonus at higher rate than that paid to other directors by 25%. The total amount of bonus payable to the board of directors shall not exceeds Baht 60,000,000 per year and the bonus will be paid on a pro rata basis. The shareholders approved the above resolution by more than two- thirds of the total votes represented by the shareholders attending the Meeting as follows:
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 23,354,854,481 | 178,935,972 | 8,559,664 | 0.0000 |
Percentage | 99.2035 | 0.7601 | 0.0364 | 0.0000 |
Remark : In this agenda item, there were additional shareholders attending the Meeting, representing 32,611,600 shares.
5. Approved the election of the directors in replacement of five directors who retired by rotation by re-election of 2 retiring directors to resume their directorship for another term and election of other 3 qualified candidateto be PTT's directors by the majority vote of the shareholders who attended the Meeting and were eligible to vote as follows:
(1) Mr. Krishna Boonyachai An independent director (in replacement of Mr. Nuttachat Charuchinda)
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 23,552,654,147.00 | 29,635,370.00 | 135,700.00 | 0.0000 |
Percentage | 99.8737 | 0.1257 | 0.0006 | 0.0000 |
(2) Mr. Supattanapong Punmeechaow A director (re-election)
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 23,349,324,619.00 | 224,584,098.00 | 8,516,000.00 | 500 |
Percentage | 99.0116 | 0.9523 | 0.0361 | 0.0000 |
(3 ) POL.GEN. Rungroj Sangkram An independent director (in replacement of Mr. Vichai Assarasakorn)
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 23,452,566,860.00 | 129,672,057.00 | 185,800.00 | 500 |
Percentage | 99.4493 | 0.5499 | 0.0008 | 0.0000 |
(4) Professor Dr. Kittipong Kittayarak An independent director (re-election)
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 23,451,010,220.00 | 122,872,297.00 | 8,542,200.00 | 500 |
Percentage | 99.4428 | 0.5210 | 0.0362 | 0.0000 |
(5 Mrs. Premrutai Vinaiphat A director (in replacement of Mr. Sarawut Kaewtathip)
Approval | Disapproval | Abstention | Voided Ballot | |
Number of Votes | 23,471,727,110.00 | 102,117,007.00 | 8,580,600.00 | 500 |
Percentage | 99.5306 | 0.4330 | 0.0364 | 0.0000 |
Remark : In this agenda, there were additional shareholders attending the Meeting, representing 40,075,100 shares.
Please be informed accordingly,
Auttapol Rerkpiboon
President & CEO
Office of President
Tel. 0 2537 3855 Fax 0 2537 3883
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PTT pcl published this content on 03 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 July 2020 10:47:03 UTC