Results

PTT Exploration & Production pcl

04/25/2019 | Press release | Distributed by Public on 04/25/2019 05:26

Land lease agreement of Wang Chan Valley between PTTEP and PTT

PTTEP 13061/00-4157/2019

Investor Relations Tel. +66(0) 2537 4868, +66(0) 2537 5843

25 April 2019

President

The Stock Exchange of Thailand

93 Ratchadapisek Road, Din Daeng

Bangkok 10400

Dear Sir,

Subject: Land lease agreement of Wang Chan Valley between PTTEP and PTT

PTT Exploration and Production Public Company Limited (PTTEP) wishes to announce that, the Board of Directors of the Company, at the meeting No. 6/2562/458 on 21 March 2019, has passed a resolution to approve the land lease agreement of Wang Chan Valley, located in Rayong Province, between PTTEP and PTT Public Company Limited (PTT). On 25 April 2019, PTTEP and PTT signed the land lease agreement. Since PTT is the major shareholder of PTTEP, this transaction is classified as a connected transaction, under the transactions relating to assets or services, per the Notification of the Capital Market Supervisory Board Tor Chor 21/2008 Re: Rules and regulations on connected transactions. Therefore, PTTEP is required to disclose details of the transaction as follows:


1.Transaction's Details

Transaction Date

25 April 2019

Parties Involved

Lessee : PTT Exploration and Production Public Company Limited (PTTEP)

Lessor: PTT Public Company Limited (PTT)

Relationship

Lessor, PTT Public Company Limited (PTT), a major shareholder with 65.29% shares

Objective

To set up PTTEP Innovation and Technology Centre (PTIC) to support exploration and production business and other businesses.

General Description of the Transaction

The Company has entered into the land lease agreement of Wang Chan Valley, Rayong Province, with PTT Public Company Limited which consists of aggregate area of approximately 44.3 rai for a term of 30 years lease. The total value, throughout the lease term, is 840 million baht.

Basis for determining the transaction value

The value of the transaction is 0.25% which is between 0.03% and 3% of the Net Tangible Assets of the Company in the audited consolidated financial statements for the year ended 31 December 2018 (The latest financial statements on the approval date by Company's Board of Directors)

2. Details of Directors that Have Conflicts of Interest

In the Board of Directors' Meeting No. 6/2562/458 on 21 March 2019, there were two Directors with conflicts of interest because they were also Directors and/or management of PTT.

Name

Position in PTTEP

Position in PTT

1. Mr.Wirat Uanarumit

Director and Member of the Risk Management Committee

Chief Operating Officer, Upstream Petroleum and Gas Business Group

2. Mr. Chansin Treenuchagron

Director

President and Chief Executive Officer,

Director,

Secretary to the Board

President and Chief Executive Officer

Directors who had conflicts of interest in the transaction were not present and did not vote in the Board of Directors' Meeting when approving the agenda.


3.Details of characteristics and scope of interests of connected persons to entering transaction

The size of this transaction is between 0.03% and 3% of NTA and is considered as a connected transaction according to the Notification of Capital Market Supervisory Board Tor Chor 21/2008 Re: Rules and regulations on connected transactions, as a transaction relating to assets or services. Therefore, PTTEP is required to seek approval from the Board of Directors and to disclose the details of transaction to the Stock Exchange of Thailand.


4.Opinion of the Board of Directors

The Board of Directors approved the transaction on the basis that the transaction is reasonable and beneficial to the company with the value consistent with the market rate.

5. Opinion of members of Audit Committee and/or directors who have different view from the Board of Directors

None

Please be informed accordingly

Yours Sincerely,

Phongsthorn Thavisin

Phongsthorn Thavisin

President and Chief Executive Officer