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PTT Exploration and Production PCL : Agendas, and Publication of the Meeting Notice for the 2018 Annual General Shareholders’ Meeting

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02/23/2018 | 03:32am CET

PTTEP 13061/00-2010/2018

Investor Relations

Tel. 0-2537-5919, 0-2537-5304, 0-2537-5779

0-2537-4446, 0-2537-4000 ext. 800-7374

22 February 2018

President

The Stock Exchange of Thailand

93 Ratchadapisek Road, Dindaeng

Bangkok 10400

Dear Sir,

Subject: Agendas, and Publication of the Meeting Notice for the 2018 Annual General Shareholders' Meeting

Reference: Letter No. PTTEP 13061/00-0991/2018, dated 26 January 2018

PTT Exploration and Production Public Company Limited or PTTEP's Board of Directors at the meeting on 26 January 2018 has resolved to hold the 2018 Annual General Shareholders' Meeting (AGM) on Monday 2 April 2018 at 09:30 hrs. at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok. In this regards, PTTEP has fixed the Record Date on which shareholders have the right to attend the 2018 AGM and to receive dividends as 9 February 2018. The dividend will be paid on 12 April 2018, subject to approval from the 2018 AGM.

The Meeting agendas are as follows:
Agenda Item 1 To acknowledge the 2017 Performance Results and 2018 Work Plan of the Company
The Board of Directors' Opinion: The meeting acknowledge the 2017 performance results including the financial statements and other matters as illustrated in the 2017 Annual Report and the Sustainability Report. The meeting should also acknowledge the Company's 2018 work plan which will be presented in the meeting as proposed.
Agenda Item 2 To approve the financial statements for the year ended 31 December 2017
The Board of Directors' Opinion: The meeting should approve the financial statements for the year ended 31 December 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
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. The company has already made an interim dividend payment for the first-half-year operating of 2017 on 10 August 2017 at the rate of 1.50 Baht per share from profit under Petroleum Income Tax Act. The remaining 2017 dividend of 2.75 Bath per share from unappropriated retained earnings under the Petroleum Income Tax which shall be payable on 12 April 2018 after obtaining approval from the 2018 AGM, to those shareholders who are entitled to receive the dividend as listed on the Record Date on 9 February 2018.
Agenda Item 4 To appoint the auditor and consider the auditor's fees for year 2018
The 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 at the amount not exceeding 2,700,000 Baht, as proposed by the Audit Committee which has been subsequently endorsed by the Board of Directors.
Agenda Item 5 To approve the revision of the Articles of Association
The Board of Directors' Opinion: The meeting should approve the revision of the Articles of Association Article 21, Chapter 4 General Meeting, to comply with the additional revision of the Public Limited Company Act B.E. 2535 and the revision of the Articles of Association Article 9, Chapter 3 Board of Directors, on the appointment of a director as the Chief Executive Officer which has been subsequently endorsed by the Board of Directors.
Agenda Item 6 To approve the directors' and the sub-committees' remuneration
The Board of Directors' Opinion: The meeting should approve the remuneration package of the Board of Directors and sub-committees for 2018 and onwards which is the same rate as that 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
The Board of Directors' Opinion: The meeting should elect 5 director nominees as screened and proposed by the Nominating Committee namely,
(1) Mr. Prajya Phinyawat To serve directorship for another term
(2) Mr. Pitipan Tepartimargorn To serve directorship for another term
(3) Ms. Panada Kanokwat To serve directorship for another term
(4) Mr. Bundhit Eua-Arporn To serve directorship for another term
(5) Admiral Tanarat Ubol To serve directorship for another term
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. 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.
Agenda Item 8 Other Matters (if any)
The Board of Directors' Opinion: The meeting should not consider any other matters proposed at the meeting. This is to comply with the Principles of Corporate Governance for Listed Companies 2012 and the Annual General Shareholders Meeting Assessment Project that the meeting should consider only the issues which shareholders have been informed of in advance for fairness to all shareholders.

PTTEP will publicize the Notice of 2018 General Shareholders' Meeting together with related documents on the Company's website (www.pttep.com) under the Investor Relations/Shareholder Information/Shareholders' Meeting section from 26 February 2018. These documents are the same ones to be sent to shareholders by post.

Sincerely yours,

Pranot Tirasai

Pranot Tirasai Corporate Secretary

PTT Exploration & Production pcl published this content on 23 February 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 February 2018 02:31:10 UTC.

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