Thai Oil Public Company Limited (SET: TOP) has announced the clarification regarding the Clean Fuel Project (CFP) following media reports via the Stock Exchange of Thailand (SET).
Following media reports on 27 November 2024 that Mr. Chatchanai Panpetch, a shareholder of Thai Oil Public Company Limited (the “Company”), submitted a claim letter to the Director General of the Department of Special Investigation and the Chairman of the Securities and Exchange Commission to investigate the acts of the Company’s Board of Directors and executives for potential violations of the Securities and Exchange Act or other relevant laws, the Company wishes to clarify and provide factual details as follows:
1. The Clean Fuel Project (CFP) (the “Project”) is the large-scale investment of the Company to enhance the Company’s oil refining capacity and to contribute to the country’s energy security. The investment of the Project was proposed to the meeting of shareholders of the Company on 27 August 2018, which considered and approved the investment in the Project. In proposing the Project to the meeting of shareholders, the Company engaged an independent financial advisor to provide its opinion on the suitability and benefits of the Project in order to facilitate the shareholders’ informed decision-making process. The shareholders’ meeting resolved to approve the Project with the affirmative vote of 99.91 percent of total votes of the shareholders attending the meeting with voting rights. All proceedings complied fully with the Securities and Exchange Act and relevant regulations, and demonstrated shareholder participation in the decision-making process for a major investment critical to the Company’s business growth. The investment in the Project, therefore, was a decision from the shareholders’ meeting in 2018 following a careful consideration process in accordance with the details of the Project as presented to the shareholders meeting.
2. The delay in the Project has been attributed to external factors, including the COVID-19 pandemic, which necessitated a renegotiation of terms with the EPC contractor, [i.e. the Consortium of PSS Netherlands B.V. (Offshore Contractor) and the Unincorporated Joint Venture of Samsung E&A (Thailand) Co., Ltd., Petrofac South East Asia Pte. Ltd., and Saipem Singapore Pte. Ltd. (collectively referred to as the “UJV –Samsung, Petrofac and Saipem”)]. Additionally, work stoppages by certain subcontractors occurred due to the failure of the UJV –Samsung, Petrofac and Saipem to fulfil payment obligations towards such subcontractors. Despite these challenges, the Company has diligently managed the Project through effective contract negotiations, cost control, and risk management to ensure its successful execution. Investors can find further information in the annual report and information memorandum released by the Company to the Stock Exchange of Thailand on 30 October 2024.
3. The Company emphasizes the importance of exercising discretion when considering news reports and discourages the dissemination of misleading or false information that could lead to misunderstandings and potential damages to the Company. The Company remains committed to conducting its business in adherence to corporate governance principles and has consistently exerted its utmost efforts to safeguard the interests of the Company and its shareholders, while fostering confidence in the integrity and fairness of legal proceedings.
