Ptt Public Co., Ltd.SET: PTT

Minutes of the 2025 AGM

· Issued by Ptt Public Co., Ltd.


(Translation)

No. 80000001/ 452

April 25, 2025

Subject : Minutes of the 2025 Annual General Meeting of Shareholders To : Shareholders

Attachment: Copy of the Minutes of the 2025 Annual General Meeting of Shareholders

With reference to the 2025 Annual General Meeting of Shareholders held by PTT Public Company Limited (PTT) on April 11, 2025 enclosed herewith are the Minutes of the meeting.

If you wish to submit any amendments to these Minutes, please contact PTT at corporatesecretary@pttplc.com or fax at +66 (0) 25373887 no later than June 30, 2025 in order for PTT to have sufficient time to collect all such amendments (if any) for further processing. If no such input is received, it shall be deemed that all shareholders approve these Minutes as written.

Yours sincerely,

PTT Public Company Limited



Minutes of the 2025 Annual General Meeting of Shareholders PTT Public Company Limited

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Date, time, and venue of the Meeting

The 2025 Annual General Meeting of Shareholders (the "Meeting") was convened on Friday April 11, 2025, at 1:30 PM. PTT Public Company Limited ("PTT") in the form of an electronic meeting

(e-Meeting) in accordance with the Emergency Decree on Electronic Meetings B.E. 2563 (2020), as well as relevant regulations, laws, and guidelines. PTT utilized the electronic meeting control system provided by PTT Digital Solutions Company Limited, a service provider whose system compliance has been assessed by the Electronic Transactions Development Agency (ETDA). The provider adheres to the standards set forth in the Emergency Decree on Electronic Meetings, B.E. 2563 (2020) and Notification of the Ministry of Digital Economy and Society re: Standards for Maintaining Security of Meetings via Electronic Means, as well as the relevant laws and regulations. Additionally, PTT recorded the 2025 Annual General Meeting of Shareholders in video format to enable participants to view the meeting later through PTT's website.

Commencement of the Meeting

On March 7, 2025, which was the record date determining the shareholders' entitlement to attend the Meeting and receive dividends (the "Record Date"), PTT had registered paid-up capital of THB 28,562,996,250, representing 28,562,996,250 paid-up ordinary shares, in total, with a par value of THB 1 per share. At the commencement of the Meeting, a total of 1,703 shareholders and proxy holders attended the Meeting via electronic means. Among them, 110 shareholders attended in person, while 1,593 shareholders attended by proxy, representing a total of 22,683,866,725 shares, equivalent to 79.4170 percent, which was more than one-third of the total paid-up shares of PTT, thus constituting a quorum pursuant to the PTT's Articles of Association. It was noted that PTT continued to accept the registration of shareholder attendance thereafter.

Mr. Chatchai Phromlert, Chairman of the PTT's Board of Directors, presided as the Chairman of the Meeting and gave an opening speech to the 2025 Annual General Meeting of Shareholders.

The Chairman then introduced directors who attended the Meeting, 15 persons in total, (the directors attending the Meeting accounted for 100 percent of the total number of directors) as follows:

  1. Mr. Chatchai Phromlert Chairman of the Board of Directors / Independent Director

  2. Dr. Kongkrapan Intarajang Director and Secretary to the Board of Directors /

    Chief Executive Officer and President

  3. Mr. Krishna Boonyachai Independent Director / Chairman of the Audit

    Committee

  4. Mr. Payong Srivanich Independent Director / Chairman of the Nominating Committee

  5. Mr. Jatuporn Buruspat Independent Director / Chairman of the Corporate Governance and Sustainability Committee

  6. Air Chief Marshal Chanon Mungthanya Independent Director / Member of the

    Nominating Committee / Member of the Remuneration Committee

  7. Miss Choosri Kietkajornkul Independent Director/ Member of the Corporate

    Governance and Sustainability Committee

  8. Assoc. Prof. Dr. Narongdech Srukhosit Independent Director / Member of the Audit

    Committee

  9. Dr. Veerapat Kiatfuengfoo Director / Member of the Enterprise Risk

    Management Committee

  10. Gen. Teerawat Boonyawat Independent Director / Chairman of the

    Remuneration Committee

  11. Mrs. Phongsaward Neelayodhin Independent Director / Chairman of the

    Enterprise Risk Management Committee

  12. Mr. Chansin Treenuchagron Independent Director / Member of the Audit

    Committee

  13. Mr. Lavaron Sangsnit Director / Member of the Nominating Committee

    / Member of the Remuneration Committee

  14. Dr. Nattapon Nattasomboon Independent Director / Member of the Corporate

    Governance and Sustainability Committee/ Member of the Enterprise Risk Management Committee

  15. Dr. Chayatan Phromsorn Independent Director / Member of the Enterprise

Risk Management Committee

Dr. Kongkrapan Intarajang, the Chief Executive Officer and President, introduced the C-level executives attending the Meeting, as follows:

  1. Mr. Wuttikorn Stithit Chief Operating Officer, Upstream Petroleum and Gas Business Group

  2. Mr. Kris Imsang Chief Operating Officer, Downstream Petroleum Business Group

  3. Dr. Buranin Rattanasombat Chief New Business and Sustainability Group

  4. Miss Pattaralada Sa-ngasang Chief Financial Officer

In addition, there are 11 Executive Vice Presidents, as well as Mrs. Pilasphan Udomjarumanee, Assistant Executive Vice President - Company Secretary and Corporate Affairs, serving as the Company Secretary.

The Chairman introduced the three Independent Directors attending the Meeting who were also appointed as proxy holders by minority shareholders, namely Mr. Krishna Boonyachai, Assoc. Prof. Dr. Narongdech Srukhosit, and Miss Choosri Kietkajornkul.

PTT's Auditors and Legal Advisors present at the Meeting

The Chairman introduced a representative from EY Office Limited as the appointed company's auditors, namely Mr. Kittiphun Kiatsomphob and also introduced the legal advisor from TTT & Partners Company Limited, namely Mrs. Veeranuch Thammavaranucupt. The proxy for the major shareholder, the Ministry of Finance, is Mr. Phuriwan Thaweesit, and Mr. Chanvit Prachayapipat from TTT & Partners Company Limited, who served as a witness for the vote-counting verification.

With respect to the documents used for the Meeting today, PTT had published such documents on its website and notified the publication to the Stock Exchange of Thailand ("SET") on March 13, 2025.

In order to promote good corporate governance and equitable treatment of its shareholders, PTT had informed shareholders via the SET and published an announcement on its own website to invite shareholders to propose significant matters to be included in the Meeting agenda of the 2025 Annual General Meeting of Shareholders and to nominate individuals whose qualifications were appropriate and met the criteria prescribed by PTT to be elected as directors during the period from September 1, 2024 to December 1, 2024. However, no shareholders proposed any agenda item, nor did they nominate any person in accordance with the prescribed criteria.

The Company Secretary informed the Meeting of the Methods for Vote Counting and Voting via Electronic Means

To ensure that the Meeting was convened smoothly, the Chairman asked the Company Secretary, Mrs. Pilasphan Udomjarumanee, to expound on meeting procedures to shareholders.

Mrs. Pilasphan Udomjarumanee explained the method for counting the votes of shareholders, who shall vote on each agenda item, as follows:

  • A shareholder shall have voting rights equal to the number of shares held or represented by proxy, and may cast votes of approval, disapproval, or abstention on each agenda item equivalent to the number of shares which he/she or a proxy grantor held.

  • To count votes, votes of disapproval or abstention, as well as the votes on invalid ballots (if any) would then be deducted from the total number of votes of the shareholders present at the Meeting, and the

    remaining numbers would be treated as votes for the approval of that agenda item. The vote counting shall be conducted as follows: (According to Public Limited Companies Act B.E. 2535)

  • Agenda items that require a majority vote of the shareholders present at the Meeting and entitled to vote are:

    Agenda Item 2: To approve the financial statements for the year ended December 31, 2024

    Agenda Item 3: To approve 2024 net profit allocation and dividend payment

    Agenda Item 4: To appoint the auditors and approve the audit fees for the year 2025

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

    for the vote count, only the votes of shareholders present at the Meeting and voting either in favor or against will be counted. For Agenda Item 6 regarding the election of directors to replace those retiring by rotation, PTT will request shareholders to vote on an individual basis in accordance with the guidelines for the assessment of good shareholders' meeting practices.

  • Agenda items that require a vote of not less than two-thirds of the total votes of the shareholders present at the Meeting are:

Agenda Item 5: To approve the 2025 directors' remuneration

The voting base will be calculated by counting the votes of shareholders who attend the Meeting and cast votes in favor, against, and abstain.

Ballots are invalid in cases where the shareholder appoints a proxy and specifies his/her votes in advance, but his/her declared intention is unclear, for example, they specify to vote in more than one box, and PTT is unable to verify such intention to vote of the shareholder. In any case, if the majority of votes cast were for approval in accordance with the PTT's Articles of Association regarding voting, it would be deemed that the Meeting had assented to or approved of such agenda item and provided voting instructions via a video presentation outlining the voting procedures by PTT.

Mrs. Pilasphan explained the method for voting via electronic means (e-Voting system) as follows:

  1. For each agenda item, the voting system will display three voting options: Approve, Disapprove, and Abstain. Shareholders may change their vote at any time before the voting for that agenda item is officially closed.

  2. In the case where a proxy is appointed by several shareholders, the system will display a list of all shareholders appointing such proxy to attend the Meeting. The proxy can choose to vote according to the list of shareholders who granted a proxy individually. Except in the case where the grantors have already specified their voting preference in advance in the proxy form, the system will display the voting as specified in the proxy form.

  3. Shareholders must be present at the Meeting until the end of each agenda item and must vote on each agenda item before the closing of voting for that agenda item. In the event that the shareholder presses confirm button to leave the Meeting without voting in advance, before closing the voting of any agenda item,

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