PTTEP 13143/00-1243/2021
Corporate Secretary Division
Tel.+66(0) 2537 4832, +66(0) 25374611
President
The Stock Exchange of Thailand
93 Ratchadapisek Road, Dindaeng
Dear Sir,
Subject: Annual General Shareholders' Meeting Agendas and Publication of the Meeting Notice for the 2021 Annual General Shareholders' Meeting
Attachment: Measures and Guidelines for the Annual General Shareholders' Meeting under the Circumstance of Coronavirus 2019 (COVID-19)
The Board of Directors of PTT Exploration and Production Public Company Limited or PTTEP at the meeting on February 15, 2021 has resolved to hold the 2021 Annual General Shareholders' Meeting (AGM) on Thursday, April 8, 2021 at 9.30 hrs. at Meeting Room of PTTEP, Energy Complex Building A, 555/1 Vibhavadi Rangsit Road, Chatuchak Sub-district, Chatuchak District, Bangkok 10900. In this regard, PTTEP has fixed the Record Date on which shareholders have the right to attend the 2021 AGM as March 2, 2021.
Agenda Item 1To acknowledge the 2020 Performance Results and 2021 Work Plan of the Company
Agenda Item 2To approve the financial statements for the year ended December 31, 2020
Agenda Item 3To approve the dividend payment for 2020 performance
Agenda Item 4 To appoint the auditor and consider the auditor's fees for the year 2021
Agenda Item 5To approve the Board of 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 the year 2021 for all items i.e. Retainer fee, Meeting fee, and 2020 Bonus of the Board of Directors, at the same rate according to the resolution of the Annual General Shareholders' Meeting for the Year 2020. The Nominating and Remuneration Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors as follows.
Remuneration | Year 2021 (Current Proposal) | Year 2020 |
1. Board of Directors | ||
1.1 Retainer fee (paid in full month) · Chairman · Director | Baht/person/month 50,000 40,000 | Baht/person/month 50,000 40,000 |
1.2 Meeting fee (for those in attendance only) · Chairman · Director | Baht/person/time 62,500 50,000 | Baht/person/time 62,500 50,000 |
2. The Standing Sub-committees in accordance with the Company's Articles of Association | ||
2.1 Meeting fee (for those in attendance only) · The Chairman of the sub-committees · Director | Baht/person/time 56,250 45,000 | Baht/person/time 56,250 45,000 |
3. Other Remuneration | None | None |
4. Directors' Bonus* | The rate of 0.2 percent of annual net profit with total limit of 60 million Baht | The rate of 0.2 percent of annual net profit with total limit of 60 million Baht |
*Remark: The bonus will be payable to the Board of directors at the rate of 0.2 percent of annual net profit as stated in the Company's consolidated annual financial statement as approved by the shareholders in each year with a total limit of 60 million Baht, provided that the company pays dividend to shareholders. The bonus payment will be adjusted according to each director's office period. The Chairman of the Board will receive a 25 percent increase. |
Agenda Item 6To approve the appointment of new directors in replacement of those who are due to retire by rotation
(1) Krairit Euchukanonchai To serve directorship for another term
(2) Admiral Tanarat Ubol To serve directorship for another term
(3) Mr. Pitipan Tepartimargorn To serve directorship for another term
(4) Mr. Bundhit Eua-arporn To serve directorship for another term
(5) Mrs. Angkarat Priebjrivat To serve directorship for another term
The Nominating and Remuneration Committee has duly reviewed this proposal which has been subsequently endorsed by the Board of Directors. All 5 director nominees are independent directors according to PTTEP's definition of independent directors. The list of director candidates is proposed to the State Enterprise Policy Committee (SEPC) 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 were not in the meeting room and did not vote for the proposal at the Board of Directors' Meetings.
Agenda Item 7Other 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 Corporate Governance Code for Listed Companies 2017 and the Annual General Shareholders Meeting Assessment Project that the meeting should consider only the issues which shareholders have been informed in advance for fairness to all shareholders.
PTTEP will publicize the Notice of 2021 Annual General Shareholders' Meeting together with related documents on the Company's website (www.pttep.com) under the Investor Relations/Shareholder Information/Shareholders' Meeting section on March 5, 2021.
Sincerely yours,
Maneeya Srisukhumbowornchai
(Ms. Maneeya Srisukhumbowornchai)
Company Secretary
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PTT Exploration & Production pcl published this content on 15 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 February 2021 12:06:06 UTC.