PTT : Invitation to the 2024 Annual General Meeting of Shareholders

Invitation to the 2024 Annual General Meeting

of Shareholders

PTT Public Company Limited

Friday April 12, 2024 at 13.30 hrs.

via electronic means (e-Meeting) only

according to the Emergency Decree on Electronic Meetings B.E. 2563 (2020)

and other related laws and regulations.

Shareholder and/or proxy holder can submit a request to attend the meeting

(pre-registration)athttps://register.pttdigital.com/PTT/registerbase

or scan QR Code

from March 29, 2024 or until the meeting concludes.

Pre-Registration QR Code

On Friday April 12, 2024, attendees will be allowed to enter the e-Meeting from 11.30 hrs. onwards.

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CONTENT

Invitation to the 2024 Annual General Meeting of Shareholders

ATTACHMENT

1. Profile of nominated auditors for Agenda Item 3
2. Brief personal profiles of nominated candidates for Agenda Item 6
3. Definition of Independent Director and functional description of Specific Committees
4. Procedures for Registration & Attending the 2024 Annual General Meeting of Shareholders via Electronic Means (e-Meeting) and proxy granting
5. 1. Pre-registrationprocedures, Necessary documents and Appointment of proxy
   2. Preparation before attending the e-Meeting
   3. Step for Attending the e-Meeting
6. Profiles of the Independent Directors for proxies appointment
7. A Notification of Meeting (registration form)
8. Proxy forms - Form A, B (recommended) and C
9. A summary of the PTT Articles of Association relevant to the meeting
10. Request Form of printed 56-1 One Report 2023

In assurance that PTT will protect and treat shareholders personal data in compliance with the Personal Data Protection Act B.E. 2562 (2019), PTT establishing this Privacy Notice for your acknowledgement of the details of the processing, collecting, use and disclosure that may be arising. PTT would like to inform you of the rights of your personal data and the contacting channels as indicated in attached QR code

Privacy Notice QR Code

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-Translation-

No. 80000001/ 258 March 14, 2024

Re: Invitation to the 2024 Annual General Meeting of Shareholders

To: Shareholders of PTT Public Company Limited

PTT Public Company Limited (hereinafter referred to as "PTT") would like to invite you to attend the 2024 Annual General Meeting of Shareholders (hereinafter referred to as "AGM") on Friday April 12, 2024 at 13. 30 hrs. via electronic means (e- Meeting) only according to the Emergency Decree on Electronic Meetings B.E. 2563 (2020). The 2024 AGM has 7 agenda items as follows:

Agenda Item 1: To acknowledge the 2023 performance statement and to approve the 2023 financial statements for the year ended December 31, 2023

Objectives and Details: The shareholders should acknowledge the 2023 performance statement and the proposed corporate strategy plan and to approve the financial statements for the year ended December 31, 2023 which has been audited by the auditor. The details are enclosed in the 2023 56-1 One Report (Attachment 6). A summary is as follows:

Items	2023	2022
Total Assets (Million Baht)	3,460,461.90	3,415,632.29
Total Liabilities (Million Baht)	1,835,486.49	1,881,939.53
Total Shareholders' Equity (Million Baht)	1,624,975.41	1,533,692.76
Issued and Fully Paid-up Share Capital	28,563.00	28,563.00
(Million Baht)
Sales and Service Income (Million Baht)	3,144,550.83	3,367,202.70
Profit for the Year: Equity Holders of the	112,023.88	91,174.86
Company (Million Baht)
Basic Earnings per Share (Baht / Share)	3.92	3.20

The Board's opinion: The Board deemed it appropriate to propose shareholders to acknowledge the 2023 performance statement and the proposed corporate strategy plan and to approve the financial statements for the year ended December 31, 2023 which have been audited by the auditor and reviewed by the Audit Committee. The board has also endorsed the statements.

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Agenda Item 2: To approve 2023 net profit allocation and dividend payment

Objectives and Details: PTT establishes dividend payment policy at least 25 percent of net income after corporate reserves. The dividend payment may vary in each year depending on the investment plan, loan repayment, necessity and other appropriate prospects. After the Board of Directors resolves to pay the annual dividend, the dividend payment also requires shareholders' approval except for interim dividend that the Board of Directors may resolve to pay the interim dividend without shareholders' approval and must inform regarding the interim dividend in the next shareholders' meeting.

The overall performance and financial statements indicate that PTT had Baht 112,024 million of 2023 net income. PTT' s appropriated net income was reserved for self- insurance fund amounting to Baht 37 million. Therefore, PTT considers paying 2023 annual dividend in an amount of Baht 2.00 per share or 51% of the net income ( dividend payout ratio) in accordance with the Company' s dividend policy. The comparison of dividend payments of 2023 and 2022 is as follows:

2023-2022 Dividend Payment Comparison

	Items	2023	2022
1.	Net income (Million Baht)	112,024	91,175
2.	Number of shares (Million shares)	28,563	28,563
3.	Earnings per share (Baht per share)	3.92	3.20
4.	Dividend per share (Baht per share)	2.00	2.00
	- Interim dividend from performance in	0.80	1.30
	the first half of year (Baht per share)
	- Dividend from performance in	1.20	0.70
	the second half of year (Baht per share)
5. Total amount of dividend payment	57,126	57,126
	(Million Baht)
6.	Dividend payout ratio (as a percentage)	51	63

The Board's opinion: After due consideration, the Board of Directors deemed it appropriate to propose shareholders to;

1. Approve 2023 net profit allocation and the dividend payment for the year 2023 performance which will be paid to the shareholders of 28,562,996,250 shares at the rate of Baht 2.00 per share, totalling Baht 57,126 million. After deduction of the interim dividend payment for the first half of 2023 performance at the rate of Baht 0.80 per share with the total amount of Baht 22,851 million, the Company will pay the remaining dividend for the second half of 2023

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performance at the rate of Baht 1.20 per share, totalling Baht 34,275 million. The remaining dividend for the second half of 2023 performance will be paid from the unappropriated retained earnings which subjected to 20% corporate income tax wherein individual shareholders shall be entitled to a Dividend Tax Credit under Section 47 bis of the Revenue Code at the rate of Baht 0.79 per share and from the dividend received from PTT Exploration and Production Public Company Limited (PTTEP) which is subjected to 50% petroleum income tax wherein individual shareholders shall not be entitled to a Dividend Tax Credit under Section 47 bis of the Revenue Code at the rate of Baht 0.41 per share. The Board of Directors has set the Record Date on March 1, 2024 to determine the name of shareholders who are entitled to receive the dividend. The dividend for the second half of 2023 performance will be paid on April 30, 2024.

2. Acknowledge the interim dividend payment approved by the Board of Directors on September 21, 2023 at the rate of Baht 0.80 per share, totalling Baht 22,851 million, which was paid to the shareholders on October 20, 2023.

Agenda Item 3: To appoint the auditors and approve the audit fees for the year 2024

Objectives and Details: The State Audit Office of the Kingdom of Thailand (SAO) asked for cooperation with PTT to engage external auditor in replace of the SAO. The nominated auditors must be approved by the SAO.

PTT has arranged a tender of external auditor in compliance with the Public Procurement Act B. E. 2560 ( 2017) and the rules, regulations, procedures, and conditions set by the State Audit Commission. PTT has selected the auditor from EY Office Limited as PTT's auditor for the year 2024, who signs the PTT's financial statement for the second consecutive year.

The nominated auditors and the auditors' firm, EY Office Limited have no relationship and conflict of interests with PTT, subsidiaries, managements, major shareholders or related persons of the aforesaid parties. They are independent in auditing and providing their opinion on the financial statements of PTT. For PTT's subsidiaries audited by other auditors, the Board of Director of PTT is responsible for ensuring that the financial statements of those subsidiaries are completed within the schedules.

The Board concurred with the Audit Committee recommendation to appoint the following auditors from EY Office Limited as PTT's auditor for the year 2024.

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List of Auditors to be Appointed	CPA License No.
1.	Mr.	Kittiphun Kiatsomphob	8050
2.	Miss Kessirin Pinpuvadol	7325
3.	Mr.	Vorapoj Amnauypanit	4640

(Profile of the nominated auditors for the year 2024 are set out in the attachment 1)

The Board also proposes to approve the audit fee for the year 2024 of Baht 6,500,000 as follows:

	Auditing / Reviewing of			2024			2023			Increase /
							Decrease
	Separate and Consolidated Financial Statements			(Baht)			(Baht)
							(Baht)
	For the quarter ended March 31, June 30, and
	September 30	3,000,000		3,000,000		-
	- Baht 1,000,000 for quarterly statement
	For the year ended December 31	3,500,000		3,500,000		-
	Total	6,500,000		6,500,000		-

	The Company has non- audit fees for Tariff Commodity Charge Report, and
	the volume of fuel sales at aviation service station in AOT area Report amounting
	to Baht 400,000 for 2024 and 2023.
The Board's opinion:	The Board recommends the shareholders to appoint Mr. Kittiphun Kiatsomphob,
	CPA License No.8050 and/or Miss Kessirin Pinpuvadol, CPA License No. 7325
	and/or Mr.Vorapoj Amnauypanit, CPA License No.4640 from EY Office Limited
	as PTT's auditors for the year 2024 and approve the audit fees of Baht 6,500,000 as
	recommended by the Audit Committee and endorsed by the Board of Directors.
Agenda Item4:	To approve the amendment of PTT's objectives and the amendment to
	Clause 3 of PTT's Memorandum of Association.
Abstract:	To align with standards, namely TIS 17025-2561 (ISO/IEC 17025:2017) and
	TIS 14065-2565 (ISO 14065:2020), PTT considers it appropriate to amend
	PTT's objectives and Clause 3 of PTT's Memorandum of Association.
	The details of the proposed amendment are as follows:

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Existing Objective	Proposed Amendment
The objectives of the company comprise 40 clauses	Adding the objective to Clause 41 as follows:
but do not cover the following.	Clause 41 To carry on the business of service
- Providing analysis service; testing; standard
provision of analysis; testing; standard certification;
certification; research and development of
research and development of products, chemicals,
products, chemicals, objects, or other
objects, or other substances; calibration; repair and
substances; calibration; repair and maintenance
of tools and equipment.	maintenance of tools and equipment; provision of
equipment service by laboratories; including the
- Operating a business that provides all types of
validation and verification services.	provision of all types of validation and verification
services, such as validation and verification of
	greenhouse gases, environment, energy, and others;
	as well as providing advice, guidance, analysis, and
	evaluation related to such operations domestically
	and internationally.

In addition, to conform with the amendment of PTT's objectives as stated above, we would propose the shareholder's meeting to consider approving the amendment to Clause 3 of PTT's Memorandum of Association as follows:

"Clause 3: The objectives of the company comprise 41 clauses as appeared in the attached Form BorMorJor. 002."

Remark: The amendment of PTT's objectives by adding Clause 41 does not affect the overall content of existing PTT's objectives.

The board's opinion: Approved the amendment of PTT's objectives and the amendment to Clause 3 of PTT's Memorandum of Association to align with standards, namely, TIS 17025-2561 (ISO/IEC 17025:2017) and TIS 14065-2565 (ISO 14065:2020). In furtherance of the above, for convenience and to accommodate the amendment of PTT's objectives and Clause 3 to PTT's Memorandum of Association, we would recommend the shareholder's meeting to approve the authorization of the Chief Executive Officer and President to undertake any necessary and relevant actions which are required to complete the relevant registration process. The authorization covers carrying out amendments to the objectives and registration documents in the case that the Public Company Registrar and/or the regulatory agency have an order and/or suggestions for amendments to such documents in order to comply with those orders without significantly affecting the amendment of the company's objectives as approved and detailed above.

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Agenda Item 5: To approve the 2024 directors' remuneration

Objectives and Details: PTT requires shareholders' approval on the directors' remuneration for the 2024. The Remuneration Committee had considered the matter and recommended the 2024 remuneration for directors and members of specific committee. In compliance with the previous practice, the competitiveness of remuneration among listed companies in the same industry, local and international leading companies, good corporate governance practice, performance statements, business size and PTT Directors' accountability were taken into account. The Committee also took economic development into account.

The Board proposes the 2024 remuneration package for the Board and specific committee members, as recommended by the Remuneration Committee, to be the same rate as 2023 as follows:

• Monthly fee and attendance fee(Unchanged)

	Remuneration			2024	Compared with year
			(Current Proposal)		2023
1. Board of Directors
Monthly fee (By pro rata)	60,000	Baht/Month	60,000	Baht/Month
-	Chairman (1)
-	Director	30,000	Baht/Month	30,000	Baht/Month
Per Attendance Fee (2) (for those in attendance only)		75,000 Baht/Attendance	75,000 Baht/Attendance
-	Chairman (3)
-	Director	60,000	Baht/Attendance	60,000 Baht/Attendance

2.Specific Committees

2.1 Audit Committee(4)

Monthly fee (By pro rata)

-	Chairman (5)	15,000	Baht/Month	15,000	Baht/Month
-	Member	15,000	Baht/Month	15,000	Baht/Month
Per Attendance Fee (6) (for those in attendance only)	56,250 Baht/Attendance	56,250 Baht/Attendance
-	Chairman (3)
-	Member	45,000 Baht/Attendance	45,000 Baht/Attendance

The Secretary of the Audit Committee shall receive a monthly fee of Baht 7,500 (unchanged)

2.2 Nominating Committee, Remuneration Committee, Corporate Governance and Sustainability Committee, Enterprise Risk Management Committee, The other committees which may be appointed by the Board of Directors if deemed necessary

Monthly fee (By pro rata)

• Chairman
• Member

None

None

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	Remuneration		2024	Compared with year
		(Current Proposal)	2023
Per Attendance Fee (7) (for those in attendance only)
-	Chairman (3)	37,500	Baht/ Attendance	37,500 Baht/Attendance
-	Member	30,000	Baht/ Attendance	30,000 Baht/Attendance
3. Other Remunerations	None		None
Remark

1. The Chairman of the Board shall receive monthly fee at equalling doublethe base fee received by the director
2. The payments are limited up to only once a month, in case of necessity or reasonable causes, the payments may be paid more than once a month but limited up to 15 meetings annually.
3. The Chairman of the Board /Specific Committee shall receive attendance fee at higher rate than that paid to other directors /committee member by 25%.
4. Audit Committee should not be positioned in any other specific committee
5. The Chairman of the Audit Committee shall receive monthly fee at equalling the base feereceived by the member of committee.
6. The payments are limited to only once a month.
7. Each member of committee shall receive maximum 2 attendance feesof specific committee. The payment of each specific committee shall be done only once a month
8. • Directors' bonus policy

The directors' bonus for the 2024 fiscal year will be the same as the 2023 policy where the bonus depends on PTT's performance. The directors will be entitled to receive 0.05% of PTT's 2024 net profit and the chairman of the board is entitled to receive a bonus at higher rate than that paid to other directors by 25% . The total amount of bonus payable to the board of directors shall not exceeds Baht 60,000,000 per yearand the bonus will be paid on a pro rata basis.

The details of the remuneration of each director for 2023 are presented in the 56-1 One Report 2023 under section 8 Corporate Governance Milestone, sub-section 8.1.2 Meeting Attendance and Individual Directors' Compensation.

The Board's opinion: We recommend the shareholders to approve the 2024 directors and the specific committee members' remuneration including directors' bonus package to be the same rate as the 2023 package. The package has been proposed by Remuneration Committee and concurred by the Board of Directors.

Agenda Item 6: To elect directors to replace those who are retired by rotation

Objective and Details: There are 5 directors retired by rotation at the 2024 AGM (one third of the total number of directors) as follows:

(1)	Mr. Chatchai Phromlert	An Independent Director/ Chairman
(2)	Mr. Payong Srivanich	An Independent Director/ Chairman of
		the Nominating Committee
(3)	Mr. Jatuporn Buruspat	An independent director /
		Chairman of the Corporate Governance
		and Sustainability Committee

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(4)	Assoc. Professor	An independent director /
	Dr. Chayodom Sabhasri	Member of the Enterprise Risk
		Management Committee /
		Member of Corporate Governance
		and Sustainability Committee
(5)	Mr. Auttapol Rerkpiboon	A Director

PTT announced a shareholders' invitation to nominate qualified candidates for a directorship and propose agenda items for the AGM from September 1 to December 1, 2023 through PTT website and the Stock Exchange of Thailand channel. Despite the invitation, neither proposals for qualified candidates nor agenda items were proposed. The Nominating Committee undertook nomination procedures by duly considering the PTT' s board composition ( Skill Matrix) to ensure that the qualification, wisdom, talent, experience and expertise and appropriateness to be of utmost benefit of PTT. The Nominating Committee (excluding the director having interests therein shall abstain from voting) has duly reviewed and proposed to approve the re- appointment of 5 retiring directors to be PTT' s directors for another term. The list of proposed candidates has been subsequently endorsed by the Board of Directors to further propose the list of director candidates to the shareholders meeting.

The 5 candidates'profiles are enclosed in Attachment 2. The candidates are as follows:

(1)	Mr. Chatchai Phromlert	An independent director
		(re-election);
(2)	Mr. Payong Srivanich	An independent director
		(re-election);
(3)	Mr. Jatuporn Buruspat	An independent director
		(re-election);
(4)	Assoc. Professor Dr. Chayodom Sabhasri,	An independent director
		(re-election);
(5)	Mr. Auttapol Rerkpiboon	A Director
		(re-election)

Candidates in ( 1) to ( 4 ) are proposed to be independent directors since their qualifications are qualified to be the independent directors according to the Stock Exchange of Thailand and PTT' s definition of " Independent Directors". The definition of "Independent Directors" and the Duties and Responsibilities of the Specific Committees are set out in Attachment 3.