17 Mar 2017 18:14:00
The 2017 Annual General Meeting of Shareholders Date, Its Agenda Items, 2016 Dividend Payment, and the Restructuring of PTT in relation to Oil Business Unit
Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 17-Mar-2017 Meeting date : 28-Apr-2017 Beginning time of meeting (h:mm) : 09 : 30 Record date for the right to attend the : 31-Mar-2017 meeting Book closing date for collecting holders : 03-Apr-2017 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 29-Mar-2017 Significant agenda item : - Dividend payment - Acquisition and disposition of assets Venue of the meeting : Bangkok Convention Center, 5th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok 10900, Thailand. ______________________________________________________________________ Dividend consideration Subject : Cash dividend payment Date of Board resolution : 17-Mar-2017 Type of dividend payment : Cash dividend payment Record date for the right to receive : 31-Mar-2017 dividends Book closing date for collecting : 03-Apr-2017 shareholders names under Section 225 of the Securities and Exchange Act Ex-dividend date : 29-Mar-2017 Payment for : Common shareholders Cash dividend payment (baht per share) : 10.00 Derived from profit under non-BOI : 0.00 privilege (baht per share) Derived from profit under BOI privilege : 10.00 (baht per share) Par value (baht) : 10.00 Payment date : 15-May-2017 Paid from : Retained Earnings ______________________________________________________________________ Acquisition and disposition of assets Disposition of Assets of PTT Public Company Limited The Board of Directors of PTT Public Company Limited (the "Company" or "PTT"), at the meeting No. 3/2017 held on 17 March 2017, approved the restructuring of PTT consisting of a transfer of the oil business unit, the assets and liabilities of such business unit, and the shares of companies related to the oil business unit from PTT to PTT Oil and Retail Business Company Limited ("PTTOR") (previously named as PTT Retail Business Company Limited); the initial public offering of the ordinary shares of PTTOR ("IPO") including the offering of PTTOR's ordinary shares to PTT's existing shareholders who have the rights to subscribe for such allocated shares. However, PTTOR will not offer such shares to shareholders who will cause PTTOR to be subject to rules and regulations of foreign countries ("Preferential Share Offering"); and the listing of PTTOR in the Stock Exchange of Thailand (the "SET") (collectively referred to as the "Restructuring of PTT"). In addition, the Board of Directors of PTT approved to propose to the shareholders' meeting of PTT to consider and approve the aforementioned transaction. The Restructuring of PTT is classified as a disposition or a transfer of the whole or important parts of the Company's business to other persons under Section 107(2)(a) of the Public Limited Companies Act B.E. 2535 (as amended), which shall be approved by the shareholders' meeting of PTT with votes of not less than three-fourths of the votes of shareholders who attend the meeting and eligible to vote. Also, the IPO of PTTOR including the Preferential Share Offering and the listing of PTTOR on the SET are classified as disposition of assets of listed companies as described in the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004 (the "Notification Re: the Acquisition and Disposition of Assets"). Based on the calculation of the transaction size, the highest transaction size inclusive of all disposition transactions occurred over a 6-months period prior to the day that the Board of Directors of PTT approved the Restructuring of PTT is lower than 15% and PTT does not issue any securities as an exchange; therefore PTT is not obligated to prepare a report and disclose information on the transaction to the SET or request for approval from the Board of Directors' meeting or the shareholders' meeting of PTT as specified in the Notification Re: the Acquisition and Disposition of Assets. However, for good governance and sufficient information disclosure for the decision making of PTT's shareholders, PTT deems it appropriate to disclose information of the transaction to the SET and to appoint the Independent Financial Advisor ("IFA") to provide an opinion on the Restructuring of PTT in order to provide PTT's shareholders with important information for the decision making at the shareholders' meeting of PTT to consider and approve the transaction. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.