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PTT Exploration and Production Public Company Limited - Agenda and Publication of the Meeting Notice for the 2014 Annual General Shareholders' Meeting

February 21, 2014



ENP Newswire - 21 February 2014

Release date- 20022014 - Reference is made to PTT Exploration and Production Public Company Limited's notification that PTTEP will hold the 2014 Annual General Shareholders' Meeting on Thursday March 27, 2014 at 14.30 hrs.

PTTEP would like to announce that the AGM will take place at Event Hall 105, 1stFloor, Bangkok International Trade & Exhibition Centre (BITEC), 88 Bangna - Trad (Km.1), Bangna, Bangkok, 10260, and the AGM agenda is as follows:

Agenda Item 1 To acknowledge the 2013 Performance Results and 2014 Work Plan of the Company

The Board of Directors' Opinion: The meeting should acknowledge the 2013 performance results including the financial statements and other matters as illustrated in the 2013 Annual Report and the Sustainability Report. The meeting should also acknowledge the Company's 2014 work plan which will be presented in the meeting as proposed.

Agenda Item 2 To approve the 2013 financial statements

The Board of Directors' Opinion: The meeting should approve the 2013 financial statements which have been audited by the Auditor and reviewed by the Audit Committee. The Board of Directors has also endorsed the financial statements.

Agenda Item 3 To approve the dividend payment for 2013

The Board of Directors' Opinion: The meeting should acknowledge the interim dividend payment and approve the dividend payment for the second half-year operations of 2013 at the rate of 3.00 Baht per share, consisting of a dividend from net income under the Petroleum Income Tax Act (PITA) and under the Revenue Code at the rate of 2.70 Baht per share and 0.30 Baht per share respectively.

The total dividend of 2013 will be 6.00 Baht per share including the interim dividend for the first half-year operations of 2013 at the rate of 3.00 Baht per share. The second half-year operations dividend of 2013 shall be payable on April 9, 2014, after obtaining approval from the 2014 AGM, to those shareholders who are entitled to receive the dividend as listed on the Record Date on February 13, 2014.

Agenda Item 4 To appoint the Auditor and consider the Auditor's fees for 2014

The Board of Directors' Opinion: The meeting should approve the appointment of the Office of the Auditor General of Thailand to be the Auditor for the year 2014 with a fee of 2,050,000 Baht, as proposed by the Audit Committee. The Audit Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.

Agenda Item 5 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 2014 and onwards which is the same as that of 2013, except for the bonus. The Board of Directors would receive the bonus at the rate of 0.1% of net profit based on the Company's financial statement. However, the bonus payment would not exceed 50 Million Baht per year. The said bonus would be paid when the dividend is distributed to the shareholders each year.

It has been agreed that the bonus to the Board of Directors should be increased after a thorough consideration by benchmarking the current bonus with the bonus paid to directors of leading listed companies as well as taking into account shareholders' suggestions from the 2013 AGM, in which shareholders recommended that the current level bonus might not be attractive to directors and that linking the bonus to the Company's net profit would a better option.

As a result, the Board of Directors bonus should still be paid at the rate of 0.1% of net profit but the existing limit should be increased from 50 Million Baht to 60 million Baht. The Remuneration Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.

Agenda Item 6 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. Suthep Liumsirijarern (2) Mr. Ampon Kittiampon (3) Mr. Pailin Chuchottaworn (4) Mr. Manas Jamveha and (5) Mr. Tevin Vongvanich. The Board of Directors has also endorsed the proposal. Besides, the directors who are considered as having conflicts of interest in this election left the Board of Directors' Meeting room and have not voted for the proposal for this item.

Agenda Item 7 Other Matters

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.

Investor Contact:

Tel: 0-2537-4675, 0-2537-5517

Email: IR@pttep.com


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Source: ENP Newswire


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