All Shareholders of Total Access Communication Public Company Limited

Transcription

1 TAC.LG 074/ March 2011 Re: To: Invitation to the 2011 Annual General Meeting of Shareholders All Shareholders of Total Access Communication Public Company Limited Enclosures: 1. Copy of the Minutes of the 2010 Annual General Meeting of Shareholders held on 27 April 2010 (Agenda Item 1) Annual Report together with the Report of the Board of Directors and the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2010 (Agenda Items 2 and 3) 3. Profiles of candidates for election as directors (Agenda Item 5) 4. Qualifications of independent directors (Agenda Item 5) 5. Letter to Shareholders and Depositors in relation to the proposed change of listing status of the Company on the Main Board of the Singapore Exchange Securities Trading Limited and proposed renewal of the General Mandate for Interested Person Transactions (Agenda Items 8 and 9) 6. Registration documents 7. Registration form (for shareholders in Thailand) 8. Proxy form B 9. Proxy form C 10. Profile of independent director proposed to serve as proxy 11. Articles of Association of the Company concerning the shareholders meeting 12. Map of the meeting location The Board of Directors of Total Access Communication Public Company Limited (the Company ) would like to invite you to attend the 2011 Annual General Meeting of Shareholders (the Meeting ) on Thursday, 21 April 2011 at a.m. (Bangkok time) at Napalai Ballroom, Dusit Thani Bangkok, 946 Rama IV Road, Bangkok 10500, Thailand, to consider the following agenda. Agenda 1 Adoption of the Minutes of the 2010 Annual General Meeting of Shareholders held on 27 April 2010 Opinion of the Board of Directors: Shareholders are recommended to adopt the Minutes of the 2010 Annual General Meeting of Shareholders held on Tuesday, 27 April 2010 at 2.00 p.m. (Bangkok time), which the Board of Directors has considered to be properly recorded. A copy of the Minutes of the 2010 Annual General Meeting of Shareholders is set out in Enclosure 1. Agenda 2 Acknowledgement of the Annual Report on the business operations of the Company for 2010 Opinion of the Board of Directors: Shareholders are recommended to acknowledge the business operations of the Company for 2010 as set forth in the 2010 Annual Report and the Report of the Board of Directors in Enclosure 2. 1

2 Agenda 3 Approval of the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2010 Opinion of the Board of Directors: Shareholders are recommended to approve the audited consolidated financial statements of the Company for the year ended 31 December A copy of the audited consolidated financial statements is included in the 2010 Annual Report of the Company and set out in Enclosure 2. Agenda 4 Approval of the annual dividend payment for 2010 and acknowledgement of the special interim dividend payment The current dividend payment policy of the Company is to pay not less than 50 per cent. of the net income of the Company after deduction of reserves as required by law. The percentage may vary depending on the investment plans of the Company, the outlook of the financial markets, and other factors as determined by the Board of Directors of the Company. For the year ended 31 December 2010, the Company had a net income of THB 10,885 million, which translates to earnings of THB 4.60 per share. Opinion of the Board of Directors: Shareholders are recommended to approve the annual dividend payment for 2010 at the rate of THB 3.21 per share (subject to any applicable withholding tax), amounting to the total dividend payments of THB 7,601 million or 70 per cent. of the net income in accordance with the dividend payment policy. In addition, shareholders are recommended to acknowledge the special interim dividend payment at the rate of THB 0.56 per share, amounting to THB 1,326 million, which was paid from the retained earnings of the Company on 19 November 2010 pursuant to the resolution of the Board of Directors at the Board of Directors Meeting No. 6/2010 held on 22 October The table below sets out a comparison between the annual dividend payment for 2009 and the proposed annual dividend payment for Number of shares (million) 2,368 2,368 Net income (THB million) 6,614* 10,885* Earnings per share Total dividend per share (THB) Special interim dividend 0.56** Annual dividend Total dividend (THB million) 3,291 8,927 Payout ratio excluding special interim dividend (%) Payout ratio including special interim dividend (%) 82 * No additional reserve is required to be made as the Company s reserves have reached the amount required by law. ** The special interim dividend was paid from the retained earnings of the Company. An individual shareholder may apply for a full tax credit from the annual dividend payment in accordance with Section 47 bis of the Thai Revenue Code. Shareholders are also recommended to authorise the Chief Executive Officer, or any persons as the Chief Executive Officer may designate, to complete and do all such acts and things (including executing all such documents as may be required) as may be considered expedient or necessary or in the interest of the Company to give effect to the annual dividend payment and/or this resolution. 2

3 If the proposed annual dividend payment is approved by shareholders at the Meeting, the Board of Directors has set the record date to determine entitlements to the annual dividend on 28 April The Register of the Shareholders of the Company will be closed on 29 April 2011 for collecting shareholders names in accordance with Section 225 of the Thai Securities and Exchange Act. Shareholders who hold shares in the Company through direct securities accounts with the Central Depository (Pte) Limited ( CDP ) ( Depositors ), or Depository Agents whose securities accounts with CDP are credited with shares of the Company, at 5.00 p.m. (Singapore time) on 28 April 2011 will be entitled to the annual dividend. The proposed annual dividend will be paid on 19 May Agenda 5 Approval of the election of directors The Board of Directors, at the Board of Directors Meeting held on 7 February 2011, has recommended that, following the election of directors at the Meeting, the composition of the Board of Directors of the Company shall comprise of 12 members. Under the Articles of Association of the Company, one-third of the directors must retire by rotation at every annual general meeting. Four directors are retiring this year, namely: 1. Mr. Chulchit Bunyaketu Independent Director, Chairman of Audit Committee and Member of Remuneration Committee 2. Mr. Sompol Chanprasert Director 3. Mr. Knut Snorre Bach Corneliussen Director 4. Mr. Sigve Brekke Vice Chairman of the Board of Directors In addition, the Board of Directors has recommended the election of Mr. Jon Travis Eddy, the Chief Executive Officer of the Company, to be a new director of the Company and one of the authorised signatories of the Company. The Company invited all shareholders to nominate qualified persons to be elected as the Company s directors during the period of 1 November 31 December However, no shareholders nominated any candidates for election as directors of the Company. Opinion of the Board of Directors: Shareholders are recommended to elect the above-mentioned five nominated persons to be the directors of the Company. After the election of directors, the Company will have a total of 12 directors. The Company has not yet established a nominating committee. Therefore, the candidates nominated for election as directors of the Company have not been selected by a nominating committee. Profiles of candidates for election as directors are set out in Enclosure 3. The qualifications of independent directors are in line with those prescribed by the Thai Securities and Exchange Commission and the Stock Exchange of Thailand (the SET ) and are set out in Enclosure 4. Agenda 6 Approval of the remuneration of directors for 2011 The policy of the Remuneration Committee is that the remuneration of directors and members of the subcommittees, namely the Audit Committee and the Remuneration Committee, be reviewed every three years by taking into consideration various factors, such as the Company s business and performance, the market and industry norms, the current economic situation and the duties and responsibilities of the directors and members of the subcommittees. Since the remuneration of directors and members of the subcommittees was last changed at the 2010 Annual General Meeting of Shareholders, the Board of Directors, with the recommendation of the Remuneration Committee, deems it appropriate that the remuneration of directors and members of the subcommittees remain the same as the previous year s. 3

4 Opinion of the Board of Directors: Shareholders are recommended to approve the remuneration of the directors and members of the subcommittees for 2011 to be an amount not exceeding THB 7,600,000, which is the same as the previous year s. The table below shows the remuneration structure of the directors and members of the subcommittees of the Company. Board of Directors Monthly allowance Chairman THB 215,000 Independent directors THB 53,750 Director (CAT representative)* Meeting allowance (per attendance) Chairman Independent directors THB 32,250 Director (CAT representative)* THB 16,125 Bonus Any outstanding amount to be allocated proportionately Audit Committee Meeting allowance (per attendance) Chairman THB 26,875 Independent directors THB 21,500 Remuneration Committee Meeting allowance (per attendance) Chairman THB 13,438 Independent directors THB 10,750 * The Concession Agreement between the Company and CAT Telecom Public Company Limited ( CAT ) requires that the Board of Directors of the Company consists of one representative from CAT. ** Other directors do not receive any director remuneration. Agenda 7 Approval of the appointment of auditors of the Company and fixing their remuneration The Board of Directors, with the recommendation of the Audit Committee, has considered the work of the auditors of Ernst & Young Office Limited ( Ernst & Young ) in 2010 to be satisfactory. The auditors also have knowledge and understanding of the telecommunications business, as well as experience and expertise on auditing telecommunications companies. Opinion of the Board of Directors: Shareholders are recommended to appoint the following auditors of Ernst & Young, either one of them, to be the auditors of the Company and its subsidiaries for the financial year ending 31 December 2011: 1. Mrs. Gingkarn Atsawarangsalit* Certified Public Accountant No Mr. Sophon Permsirivallop Certified Public Accountant No Ms. Rungnapa Lertsuwankul Certified Public Accountant No Ms. Pimjai Manitkajohnkit Certified Public Accountant No * Mrs. Gingkarn Atsawarangsalit was the auditor in charge of auditing and expressing opinions on the financial statements of the Company in She was first appointed as the auditor of the Company at the 2010 Annual General Meeting of Shareholders, which was held on 27 April

5 Shareholders are also recommended to approve the remuneration of the auditors for 2011 to be an amount not exceeding THB 5,620,000, which consists of fees for annual audit and quarterly review of the financial statements. The proposed remuneration is a slight increase from the previous year, which was THB 5,550,000. The increase is mainly due to (a) an increase in the hourly rates of the auditors and (b) an introduction of new and revised Thai Accounting Standards. Ernst & Young and each of the proposed individual auditors do not have any relationship with, or interest in, the Company, its subsidiaries, management, major shareholders, or any of their related persons, which may affect their independence. Agenda 8 Approval of the Change of Listing Status on the Main Board of the SGX-ST The Company is currently dual primary listed on the Main Board of the Singapore Exchange Securities Trading Limited (the SGX-ST ) and the SET. However, the trading volume of the Company s shares on the SGX-ST has declined significantly subsequent to the listing of the Company s shares on the SET in June As the Company carries out its principal business activities in Thailand, it expects a large proportion of new investors to trade its shares on the SET. In addition, the Company has to incur higher costs in order to comply with its continuous compliance obligations under the SGX-ST and SET listing rules as compared to other dual-listed companies which are primary listed on only one stock exchange. Thus, the Company proposes to change its listing status on the Main Board of the SGX-ST from that of a primary listing to a secondary listing ( Change of Listing Status ). The Change of Listing Status will be subject to the approval of shareholders. If the Change of Listing Status is approved by shareholders, shareholders can continue to trade their shares on the Main Board of the SGX-ST after the Company becomes secondary listed on the Main Board of the SGX-ST. Opinion of the Board of Directors: Shareholders are recommended to approve the Change of Listing Status based on the reasons set out further in paragraph 2.2 of the Letter to Shareholders and Depositors (Enclosure 5). Shareholders should note that if the Change of Listing Status is approved: (a) (b) the Company would no longer be required to comply with the listing manual of the SGX-ST (the SGX-ST Listing Manual ) and would only be required to comply with the listing rules of the SET; and the Singapore Code on Take-overs and Mergers (the Code ) would no longer apply to the Company and accordingly, the Code will not regulate the acquisition of shares of the Company. As such, shareholders will be waiving their rights to a take-over offer from any person and its concert parties who as a result of the purchase or acquisition of shares in the Company crosses the mandatory offer threshold and thereby triggering a mandatory offer under the Code. However, the regulation of the acquisition of the shares of the Company, including any take-overs of the Company would continue to be regulated by the applicable Thai take-over laws and regulations. Notwithstanding paragraph (a) above, the Company would, inter alia, comply in full with the delisting requirements in the SGX-ST Listing Manual in the event that the Company is delisted from the Official List of the SGX-ST within three years of the Change of Listing Status. The Company would also comply with the SGX-ST s existing requirements (where applicable) and other such requirements that the SGX- ST may impose from time to time. Shareholders should read the Letter to Shareholders and Depositors (Enclosure 5) carefully. Shareholders who are in any doubt as to the course of action which they should take or the implication of the Change of Listing Status, including the implication of the Code being no longer applicable to the Company following the Change of Listing Status, should consult their professional advisers immediately. 5

6 Agenda 9 Approval of the renewal of the General Mandate for Interested Person Transactions The Company is required to comply with Chapter 9 of the SGX-ST Listing Manual which governs interested person transactions (as defined in Chapter 9 of the SGX-ST Listing Manual). At the annual general meeting of the Company held on 30 April 2007, shareholders had approved, inter alia, the adoption of the general mandate (as amended in 2008) to permit the Company, its subsidiaries and associated companies that are entities at risk (as defined in Chapter 9 of the SGX-ST Listing Manual), or any of them, to enter into any transaction falling within the types of interested person transactions (the IPT Mandate ). The IPT Mandate has since been renewed on a yearly basis and the Company is currently seeking shareholders approval for the renewal of the IPT Mandate. Opinion of the Board of Directors: Shareholders are recommended to approve the renewal of the IPT Mandate as renewed at the 2010 Annual General Meeting of Shareholders of the Company held on 27 April 2010 pursuant to Chapter 9 of the SGX-ST Listing Manual. The IPT Mandate will permit the Company, its subsidiaries and associated companies that are entities at risk, or any of them, to enter into any transaction falling within the types of interested person transactions, as more particularly described in Appendix 3 to the Letter to Shareholders and Depositors (Enclosure 5), with any party who is of the class of interested persons (as defined in the SGX-ST Listing Manual). The approval of the IPT Mandate will, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next annual general meeting of shareholders of the Company in Shareholders are also recommended to authorise the Chief Executive Officer of the Company, or any persons as the Chief Executive Officer may designate, to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this resolution. The resolutions in Agenda 1 to 9 (except for Agenda 6 which requires the vote of not less than two-thirds of the total shares held by the shareholders who attend the Meeting) require a simple majority vote of the shareholders who attend the Meeting and are entitled to vote. Further Information All shareholders are entitled to vote on all resolutions in Agenda 1 to 9, except for Mr. Boonchai Bencharongkul, Telenor Asia Pte Ltd and Thai Telco Holdings Limited (and their respective associates), whom shall be excluded from casting their votes in respect of Agenda 9. Please attend the Meeting on the date and at the time and place specified above. The registration desk will open on Thursday, 21 April 2011 at 8.00 a.m. (Bangkok time). Shareholders who wish to appoint a proxy are required to complete the proxy form, either Form B (Enclosure 8) or Form C (Enclosure 9), and return it, together with the documents specified in Enclosure 6, to the registered office of the Company at: Total Access Communication Public Company Limited 41 st Floor, Chamchuri Square Building 319 Phayathai Road, Pathumwan, Bangkok Thailand Attention: Company Secretary no later than Monday, 18 April 2011, or submit the same at the venue of the Meeting. Shareholders who wish to appoint a proxy may appoint Mr. Soonthorn Pokachaiyapat, an independent director and a member of the Audit Committee, as their proxy. The profile of Mr. Soonthorn Pokachaiyapat is set out in Enclosure 10. 6

7 Depositors and Depository Agents with shares standing to the credit of their securities accounts with CDP are not recognised under Thai law as shareholders of the Company and are not entitled to attend and vote at the Meeting, or appoint their own proxies. CDP will despatch to the Depositors and Depository Agents Voting Instruction Forms which will set out the resolutions to be considered at the Meeting. Depositors and Depository Agents may direct CDP to exercise their voting rights in respect of the number of shares credited to their securities accounts by completing the Voting Instruction Form and returning it to CDP no later than 5.00 p.m. (Singapore time) on Wednesday, 13 April CDP will appoint Mr. Soonthorn Pokachaiyapat as the proxy in respect of the shares deposited with CDP. Yours faithfully Mr. Boonchai Bencharongkul Chairman of the Board of Directors Shareholders may also find the Invitation to the 2011 Annual General Meeting of Shareholders, including its supplements and proxy forms, on the Company s website at A publication form of the 2010 Annual Report may be obtained upon request at the registered office of the Company at 41st Floor, 319 Chamchuri Square Building, Phayathai Road, Pathumwan, Bangkok 10330, Thailand, or at the venue of the Meeting. Any questions or comments concerning the agenda of the Meeting may be sent to the Company in advance of the Meeting via at CompanySecretary@dtac.co.th or facsimile no , for the attention of the Company Secretary. 7