Announcement
Resolutions of the 2005 General Shareholders’ Meeting
April 07, 2005
PTT Exploration and Production Public Company Limited (PTTEP) would like to report the resolutions of the 2005 General Shareholders’ Meeting held on April 5, 2005 at 15.30 hrs. in the Auditorium, 2nd Floor, PTT Plc. Head Office Building, 555 Vibhavadi-Rangsit Road, Chatuchak, Bangkok. The details are as follows:
Agenda Item 1 To approve the Minutes of the 2004 General Shareholders’ Meeting.
Resolution: The Meeting participants, by majority vote, approved the Minutes.
Agenda Item 2 To acknowledge the Company’s performance in 2004 and to approve the 2004 financial statements.
Resolution: The Meeting participants, by majority vote, acknowledged the Company’s performance in 2004 and approved the 2004 financial statements.
Agenda Item 3 To approve the 2004 dividend payment of Baht 9 per share to shareholders.
Resolution: The Meeting participants, by majority vote, approved the dividend payment of Baht 9 per share, which will be paid on April 19, 2005.
Agenda Item 4 To approve the appointment of new directors in replacement of those who are due to retire by rotation, as follows:
1. Mr. Prasit Koovilaikool
Independent Director, Chairman of the Remuneration Committee, and Member of the Audit Committee
2. Mr. Cherdpong Siriwit
Director
3. Mr. Vudhibhandhu Vichairatana
Independent Director, and Chairman of the Corporate Governance Committee
4. Mr. Chitrapongse Kwangsukstith
Director
5. Mr. Prasert Bunsumpun
Director, Member of the Remuneration Committee, and the Nominating Committee
Resolution: The Meeting participants, by majority vote, re-elected 5 directors who are due to retire by rotation, as follows:
1. Mr. Prasit Koovilaikool
2. Mr. Cherdpong Siriwit
3. Mr. Vudhibhandhu Vichairatana
4. Mr. Chitrapongse Kwangsukstith
5. Mr. Prasert Bunsumpun
Agenda Item 5 To set the directors’ remuneration for 2005 onwards as follows:
1. Maintain the retainer fee at Baht 25,000/person/month.
2. Maintain the meeting fee at Baht 25,000/person/meeting.
3. Adjust the bonus for all directors within the performance year at the amount limited to Baht 17-25 million/year from the previous amount of Baht 17 million/year. In addition, if company performance during the year exceeds a profit of more than Baht 10,000 million, directors will receive an extra bonus of 0.08 percent from any profit more than Baht 10,000 million, with the total limited to Baht 25 million. The amount is to be adjusted according to the directors’ attendance at meetings and will be paid when the Board of Directors has given approval to the fiscal year financial statements.
4. Maintain the current remuneration of the Sub-Committees for 2005 onwards for all members of the Standing Sub-Committee who will receive Baht 25,000/person/meeting. However, this excludes the members of the Sub-Committees who are PTTEP executives and will not apply to circulating resolutions.
5. The Chairman of the Board and Sub-Committees is to receive an extra 25 percent, as is the usual practice.
Resolution: The Meeting participants, by more than two-thirds of the total number of votes cast by the shareholders present and entitled to vote, approved the directors’ remuneration for the year 2005 onwards.
Agenda Item 6 To appoint the auditor and to set the auditor’s fee.
Resolution: The Meeting participants, by majority vote, approved the appointment of the Office of the Auditor General of Thailand, to be the auditor for the year 2005, and set the fee for the year 2005 at the same rate of last year, in the amount of Baht 900,000.
The information, statements, forecasts and projections contained herein reflect the Company’s current views with respect to future events and financial performance. These views are based on assumptions subject to various risks. No assurance is given that these future events will occur, or that the Company’s future assumptions are correct. Actual results may differ materially from those projected.
Agenda Item 1 To approve the Minutes of the 2004 General Shareholders’ Meeting.
Resolution: The Meeting participants, by majority vote, approved the Minutes.
Agenda Item 2 To acknowledge the Company’s performance in 2004 and to approve the 2004 financial statements.
Resolution: The Meeting participants, by majority vote, acknowledged the Company’s performance in 2004 and approved the 2004 financial statements.
Agenda Item 3 To approve the 2004 dividend payment of Baht 9 per share to shareholders.
Resolution: The Meeting participants, by majority vote, approved the dividend payment of Baht 9 per share, which will be paid on April 19, 2005.
Agenda Item 4 To approve the appointment of new directors in replacement of those who are due to retire by rotation, as follows:
1. Mr. Prasit Koovilaikool
Independent Director, Chairman of the Remuneration Committee, and Member of the Audit Committee
2. Mr. Cherdpong Siriwit
Director
3. Mr. Vudhibhandhu Vichairatana
Independent Director, and Chairman of the Corporate Governance Committee
4. Mr. Chitrapongse Kwangsukstith
Director
5. Mr. Prasert Bunsumpun
Director, Member of the Remuneration Committee, and the Nominating Committee
Resolution: The Meeting participants, by majority vote, re-elected 5 directors who are due to retire by rotation, as follows:
1. Mr. Prasit Koovilaikool
2. Mr. Cherdpong Siriwit
3. Mr. Vudhibhandhu Vichairatana
4. Mr. Chitrapongse Kwangsukstith
5. Mr. Prasert Bunsumpun
Agenda Item 5 To set the directors’ remuneration for 2005 onwards as follows:
1. Maintain the retainer fee at Baht 25,000/person/month.
2. Maintain the meeting fee at Baht 25,000/person/meeting.
3. Adjust the bonus for all directors within the performance year at the amount limited to Baht 17-25 million/year from the previous amount of Baht 17 million/year. In addition, if company performance during the year exceeds a profit of more than Baht 10,000 million, directors will receive an extra bonus of 0.08 percent from any profit more than Baht 10,000 million, with the total limited to Baht 25 million. The amount is to be adjusted according to the directors’ attendance at meetings and will be paid when the Board of Directors has given approval to the fiscal year financial statements.
4. Maintain the current remuneration of the Sub-Committees for 2005 onwards for all members of the Standing Sub-Committee who will receive Baht 25,000/person/meeting. However, this excludes the members of the Sub-Committees who are PTTEP executives and will not apply to circulating resolutions.
5. The Chairman of the Board and Sub-Committees is to receive an extra 25 percent, as is the usual practice.
Resolution: The Meeting participants, by more than two-thirds of the total number of votes cast by the shareholders present and entitled to vote, approved the directors’ remuneration for the year 2005 onwards.
Agenda Item 6 To appoint the auditor and to set the auditor’s fee.
Resolution: The Meeting participants, by majority vote, approved the appointment of the Office of the Auditor General of Thailand, to be the auditor for the year 2005, and set the fee for the year 2005 at the same rate of last year, in the amount of Baht 900,000.
The information, statements, forecasts and projections contained herein reflect the Company’s current views with respect to future events and financial performance. These views are based on assumptions subject to various risks. No assurance is given that these future events will occur, or that the Company’s future assumptions are correct. Actual results may differ materially from those projected.