Independent Financial Advisor: Mr. Nitikorn Srikhirin Asia Plus Advisory Company Limited Mr. Surapong Heng JVS Financial Advisory Company Limited

Transcription

1 (TRANSLATION) True Corporation Public Company Limited Minutes of the Extraordinary General Meeting of the Shareholders No.1/2556 Held on 7 th October 2013, at 2.00 p.m. At the Auditorium Room, 21 st Floor, True Tower No. 18 Ratchadapisek Road, Huai Kwang Sub-District Huai Kwang District, Bangkok Since the Chairman of the Board was unable to attend the Meeting, Prof. Athueck Asvanund, Vice Chairman, therefore acted as the Chairman of the Meeting. The Chairman thanked the shareholders for their attendance at the Extraordinary General Meeting of the Shareholders No.1/2556, and notified the Meeting that there were a total of 790 shareholders attending the Meeting in person and by proxy holding an aggregate of 10,064,344,148 shares, representing percent of the total issued shares of the Company, thereby constituting a quorum according to the Company s Articles of Association. The Chairman declared the Extraordinary General Meeting of the Shareholders No.1/2556 opened, and the Secretary of the Meeting introduced Directors, senior executives, independent financial advisor, legal counsel and vote counting inspector of the Company who were present at the Meeting as follows: Directors and Senior Executives : 1. Mr. Vitthya Vejjajiva Independent Director, Chairman of the Audit Committee and Member of the Corporate Governance Committee 2. Dr. Kosol Petchsuwan Independent Director, Member of the Audit Committee and Chairman of the Corporate Governance Committee 3. Mr. Joti Bhokavanij Independent Director, Member of the Audit Committee, Member of the Finance Committee and Member of the Compensation and Nominating Committee 4. Prof. Rawat Chamchalerm Independent Director 5. Prof. Dr. Warapatr Todhanakasem Director and Member of the Finance Committee 6. Mr. Suphachai Chearavanont Director, President and Chief Executive Officer 7. Prof. Athueck Asvanund Vice Chairman of the Board and Group General Counsel 8. Mr. Noppadol Dej-Udom Group Chief Financial Officer

2 Independent Financial Advisor: Mr. Nitikorn Srikhirin Asia Plus Advisory Company Limited Mr. Surapong Heng JVS Financial Advisory Company Limited Legal Counsel who monitor the shareholders meeting to be in accordance with the relevant Laws and Articles of Association and Vote-Counting Inspector : Mrs. Kulkanit Khamsiriwatchara Siam Premier International Law Office Limited Mrs. Araya Sanlekawit Siam Premier International Law Office Limited Then, the Chairman requested the Secretary of the Meeting to explain the voting method to the Meeting. The Secretary of the Meeting explained that in each agenda item, the shareholders who approve shall not put any mark in the ballot, while the shareholders who object or abstain shall confirm their intention by putting a mark [ ] and their signature in the ballots distributed and raise his/her hand until the Company s officer collected such ballot for vote counting except in the proxy case that the grantor specified the voting in the proxy, the Company would count the voting according to such proxy at the registration time. For vote counting, the Company would deduct the votes, which are objection or abstention from the total votes. The remaining votes will be deemed as approve. If any shareholder wishes to leave before the Meeting adjourned, please notify the Company s officer at the registration counter so that the officer would withdraw their votes from the system. To ensure the transparency of the vote counting, the Company invited lawyers from Siam Premier International Law Office Limited to inspect the vote counting for the Meeting. The Chairman then proposed the Meeting to consider the matters according to the Agenda Item as follows: Agenda Item 1 To consider and adopt the minutes of the Annual General Meeting of the Shareholders for the Year 2013 The Chairman requested the Meeting to consider the adoption of the Minutes of the Annual General Meeting of the Shareholders for the Year 2013 held on 23 rd April 2013, which had been posted on the Company s website ( since 9 th May 2013 and there was no proposal for the amendment. The details were as appeared in the documents attached to the invitation to this Meeting, which had already been distributed to all shareholders. Shareholders suggested the Company to revise the format of the minutes of meeting by presenting the summary of questions and answers under each agenda item in order to provide clear understanding for shareholders. The total amount of shares held by shareholders attending the Meeting and voting was 10,085,956,445 shares. 2

3 Resolutions: The Meeting considered the matter and unanimously passed a resolution adopted the Minutes of the Annual General Meeting of the Shareholders for the Year 2013, details of the votes were as follows; Approve 10,085,956,445 votes equivalent to percent Object 0 votes equivalent to percent of the total votes of the shareholders attending the Meeting and voting Abstain 25,334 votes Agenda Item 2 To consider and approve the Company and/or its subsidiaries to enter into transactions with an infrastructure fund ( IFF Transactions ) with details as follows: 2.1) To consider and approve the entering into the disposal of assets transaction by the Company and/or its subsidiaries to sell certain assets and/or revenues to the Infrastructure Fund (the Fund ) following the registration of the establishment of the Fund (the Asset and Revenue Sale Transaction ). 2.2) To consider and approve the entering into the acquisition of assets transactions whereby: The Company and/or its subsidiaries to lease, operate and manage assets from the Fund to be used in the continuance of its business (the " Lease, Operation and Management Transaction") The Company and/or the Company s subscription entity to subscribe for not less than 18% but no more than one-third of total investment units of the Fund (the "Investment Units Subscription Transaction") The Chairman requested the Secretary of the Meeting to explain the details to the Meeting. The Secretary of the Meeting explained that the Company intends to raise funds through the Fund and will use proceeds from the sale of certain assets and/or revenue to the Fund for among others, (1) repayment of debt or a reserve for repayment of a bridge loan and other debt of the Company and/or its subsidiaries (2) investment in projects of the Group (3) subscription for investment units (4) for building and/or the procurement of 6,000 telecommunication towers (in the case that the telecommunication towers are required to be built and/or procured) and the Company s subsidiaries will continue utilizing assets sold to the Fund for the continuance of their business operation as a lessee. Therefore, the Company and/or its subsidiaries will enter into transactions with the Fund for the purpose of raising funds (the IFF Transactions ). The relevant IFF Transactions can be summarized as follows: 1. The Asset and Revenue Sale Transaction: whereby the Company and/or its subsidiaries will sell and transfer certain assets and/or revenue of the Company and/or its subsidiaries to the Fund following the registration of establishment of the Fund. (the Asset and Revenue Sale Transaction ) In this regard, the name of companies who will enter into the transaction and details of the assets and/or revenues to be disposed are as specified in table 1 as follows: 3

4 Table 1: Details of the assets and revenues to be disposed to the Fund No. Company and/ or Subsidiaries Transaction Assets and Approximate Amount 1. Company Sales of assets Approximately 6,000 telecommunication towers to be built or received, or existing telecommunication towers, of which 1,800 towers are located in Bangkok and boundaries, and approximately 4,200 towers are located in the countryside to be delivered to the Fund over the next two years. In this regard, the telecommunication towers under the disposition of assets transactions will be the towers, which can be transferred without legal dispute. 2. BFKT (1) Sales of revenue and (2) Sales of assets when conditions pursuant to the Asset and Revenue Sale and Transfer Agreement are met. Revenue generated from renting the following assets under the Machine and Radio Telecommunication Equipment Lease Agreement for service of mobile phone system HSPA dated 27 January 2011 between BFKT and CAT Telecom Public Company Limited ("CAT") as amended ("HSPA Lease Agreement") until the end of the Agreement term period (3 August 2025) having the remaining terms of the agreement approximately 12 year. (1) 1,485 telecommunication towers. (2) FOC system and related transmission equipment, in an amount of 9,169 Links of 47,250 km in length (equal to 680,400 Core km) In this connection, the assets in the aforementioned (1) and (2) shall be transferred once the conditions pursuant to the Asset and Revenue Sale and Transfer Agreement are met, which include that the Fund shall have the call option to buy the telecommunication assets at Baht 10 Million when the terms of HSPA Lease Agreement ends. During the period that such assets still not be Approximate Net Book Value for relevant assets (Million Baht) 7,200 8,300 4

5 No. Company and/ or Subsidiaries Transaction 3. AWC (1) Sales of revenue and (2) Sales of assets when the terms of HSPA Lease Agreement ends Assets and Approximate Amount transferred, BKFT may sell the right to receive revenue generated from renting the untransformed assets to the Fund. Each of the management above shall be in accordance with the terms set out in the Asset and Revenue Sale and Transfer Agreement to be entered into between the parties. Revenue generated from renting the assets which is 4,360 telecommunication towers under telecommunication towers lease agreement between AWC and BFKT, prior to the execution of the Asset Sale and Transfer Agreement until the termination of such agreement In this connection, the aforementioned telecommunication towers shall be transferred once the conditions pursuant to the Asset and Revenue Sale and Transfer Agreement are met. In this regard, when such 12 year period ends, the assets shall be sold and delivered to the Fund: During the period that such assets still not be transferred, AWC may sell the revenue generated from renting the untransformed assets to the Fund 4. TUC Sales of assets (1) 5,112 km of FOC system (equal to 122,690 Core km) including the related transmission equipment (2) 1,200,000 ports of upcountry broadband system Remark: Approximate Net Book Value for relevant assets (Million Baht) The disposal of the assets in the Asset and Revenue Sale Transaction shall be conditional upon the followings: (a) the fulfillment of conditions as specified in the Asset and Revenue Sale and Transfer Agreement and the Asset Transfer Agreement (as the case may be); (b) the approval from the Office of the Securities and Exchange Commission (the Office of the SEC ) for the establishment and management of the Fund; (c) the offering of investment units to the public and general investors; and (d) the registration of assets of the Fund. The total value of consideration of the Asset and Revenue Sale Transaction will be approximately Baht 60,000 Million to Baht 80,000 Million, or higher. The final price for the asset and revenue sale will depend upon the agreement between the contractual parties, whereby several factors will be considered, including, for example, the market conditions at the time of the transaction. 4,600 6,300 5

6 2. The acquisition of assets 2.1 The Lease, Operation and Management Transaction: whereby the Company and/or its subsidiaries will lease, operate and manage the assets from the Fund as specified in Table 2, in order to use those assets for the continuance of its business operations. The total value of consideration of this transaction size will not exceed Baht 52,800 Million. Table 2: Details of the assets from the Fund to be leased, operated and managed No. Subsidiaries Transaction Assets and Approximate Amount 1. RFT 1/ Lease, operate and manage of approximately for 14 years from the date of delivery for assets which is the remaining term of telecommunication license type 3 of RFT 2. TUC 1/ Lease, operate and manage for approximately 13 years which is the remaining term of telecommunication license type 3 of TUC Remark: 1/ (Slots) of the telecommunication space towers 6,000 telecommunication towers to be constructed. received, or existing, which Company will deliver to the Fund within the following 2-year period (1) Certain fiber optics (Core) 5,112 km of FOC network including related transmission equipment (2) 1,200,000 ports of Upcountry broadband system Total Approximate Value for each Transaction (Million Baht) 36,500 16,300 Parties under the Master Lease Agreement and other relevant agreements may agree that other subsidiaries of the Group of Company will be the lessee, operator and administrator instead of RFT and/or TUC. 2/ The acquisition of the assets from the Lease, Operation and Management Transaction shall be conditional upon: (a) the fulfillment of conditions as specified in the Master Agreements regarding the lease, operation and management (as the case may be); (b) the approval from the Office of the SEC for the Fund to be established and managed by the Fund management company; (c) the offering of investment units to the public and general investors; and (d) the registration of assets of the Fund. 2.2 The Investment Units Subscription Transaction: whereby the Company and/or the Company s subscription entity will subscribe for not less than 18% but no more than one-third of total number of investment units of the Fund. The total value of consideration of this transaction will be between Baht 10,800 Million to Baht 26,667 Million based on the assumption that the price for the Asset and Revenue Sale Transaction will be approximately Baht 60,000 Million to Baht 80,000 Million. The final offering price of the investment units to be determined through a book-building process, and will be subject to a number of factors such as market conditions at the time of the subscription and the amount of any loan to be procured by the Fund for the purchase of assets (if any). The investment units subscription transaction shall be conditional upon the followings: (a) the fulfillment of conditions stipulated under the investment units subscription agreement; (b) the approval from the Office of the SEC for the Fund to be established and managed; (c) the offering of investment units to the public and general investors; and (d) the registration of assets of the Fund. 6

7 In addition, the Company arranged for the Independent Financial Advisor to provide an analysis report concerning the Acquisition and Disposal of Assets in connection with the Entry into Transactions with the Infrastructure Fund for additional information to shareholders, details as described in Enclosure No.5 which is included in the materials sent to the Shareholders with the invitation to this Meeting. In this regard, the Board of Directors of the Company was of the opinion that the transactions were reasonable and would be for the best interest of the Company and shareholders because the assets would be managed to significantly improve the capital structure of the Company. This would be beneficial to the overall business of the Company and would serve to support the state policy of promoting joint utilization of telecommunication infrastructure. Therefore, the Board of Directors deemed appropriate to propose the shareholders meeting to approve: the Company and/or its subsidiaries entering into the IFF Transactions including (i) the Asset and Revenue Sale Transaction, (ii) the Lease, Operation and Management Transaction and (iii) the Investment Units Subscription Transaction as per the details mentioned above, including to authorize the Company s authorized directors or persons entrusted by the Company s authorized directors to have the power to take any actions that are necessary or related, to establish or amend any terms and conditions or details of the acquisition and disposal of assets in connection with the IFF Transactions, Asset and Revenue Sale Transaction, Lease, Operation and Management Transaction, and Investment Units Subscription Transaction. Such power includes but is not limited to specification, alterations and amendments of the transaction value of the IFF Transactions, amount and/or type of assets, related contractual parties, number of investment units that will be subscribed for and other related details. Inquiries made by shareholders and responses thereto made by Directors and executives could be summarized as follows: 1. Selling of the assets under the disputes with CAT Telecom Public Company Limited ( CAT ) to an infrastructure fund and the impacts that will occur to the fund. According to the latest plan, the Company will not include the assets under the disputes with CAT in the assets to be sold to the infrastructure fund, so there will not be any negative impacts to the establishment of the fund. 2. Who will manage the Fund? The Fund manager is SCB Asset Management Company Limited, a mutual fund management company who was granted a license from the Office of the Securities and Exchange Commission 3. Impact on consolidated financial statements after completion of the Fund establishment The impact on the Company s consolidated financial statements would be on the debt burden and leasing expenditures. The Company s debt burden will decline because the Company will use the proceeds from the sales of assets and revenue to the Fund to repay parts of existing debt which will also help lowering the Company s interest expense. In terms of leasing expenditures, the Company will have higher leasing expenses because the Company and or its subsidiaries will lease parts of the assets sold to the fund for using in the continuance of business operation. The Company expected that the overall impact on the Company s consolidated financial statements would be positive. The total amount of shares held by shareholders attending the Meeting and voting was 10,099,063,960 shares. 7

8 Resolutions: The Meeting considered the matter and passed a resolution with the majority votes of the total votes of the shareholders attending the Meeting and voting, approved the Company and/or its subsidiaries entering into the IFF Transactions including (i) the Asset and Revenue Sale Transaction, (ii) the Lease, Operation and Management Transaction and (iii) the Investment Units Subscription Transaction, details of the votes were as follows; Approve 10,099,059,534 votes equivalent to percent Object 4,426 votes equivalent to percent of the total votes of the shareholders attending the Meeting and voting Abstain 56,814 votes Agenda Item 3 To consider and approve the Company and/or its subsidiaries to sell the investment in ordinary shares of non-core business subsidiaries of the Company to Thana Telecom Corporation Limited, which is the connected person of the Company The Chairman requested the Secretary of the Meeting to explain the details to the Meeting. The Secretary of the Meeting explained that in order for the Company to have a clearer business structure and be able to support long-term group restructuring, the Company and/or its subsidiaries intend to sell the investment in ordinary shares of 8 non-core business subsidiaries, namely (1) True Leasing Company Limited, (2) Wire & Wireless Company Limited, (3) True Money Company Limited, (4) True Internet Data Center Company Limited, (5) True Lifestyle Retail Company Limited, (6) True Properties Company Limited, (7) True Digital Plus Company Limited and (8) True Digital Content and Media Company Limited to Thana Telecom Corporation Limited, which is a connected person of the Company for the total selling price of Baht 5,392,612,337. Details of the subsidiaries to be sold are as follows; List of companies to be sold to Thana Telecom Corporation Limited (1) True Leasing (2) Wire & Wireless (3) True Money 1/ (4) True Internet Data Center 2/ (5) True Lifestyle Retail (6) True Properties (7) True Digital Plus (8) True Digital Content and Media Type of assets to be sold Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share List of sellers and number of ordinary shares to be sold - True Corporation Public Company Limited - True Information Technology - True Properties - True Internet - Telecom Holding - True Life Plus Total ordinary shares to be sold 128,499,995 shares 128,499,994 shares 8,749,985 shares 9,800,000 shares 9,419,990 shares 1 share 5 shares 780,000 shares 1 share 10,471,019 shares 21,699,994 shares 30,079,994 shares 1,439,996 shares 35,699,998 shares 3,880,001 shares 8,749,990 shares 19,999,990 shares 10,471,019 shares 21,699,995 shares 30,079,994 shares 35,699,998 shares 5,319,997 shares Remark: 1/ The sale of investment in ordinary shares of True Money Company Limited ( TMN ) is a transaction causing changes in the existing shareholder structure that TMN disclosed to the Bank of Thailand ( BOT ) when filing application for the license of e-payment service business. Therefore, TMN has to notify BOT about the aforesaid changes before entering into the transaction. In this regard, BOT may request for the amendment in details of this change according to BOT discretion. 2/ Referring to the Joint Venture Agreement between True Internet Company Limited ( TI ), a subsidiary of the Company and DACOM Corporation ( DACOM ), who is a partner holding 30% of TIDC total issued shares, in case that TI sell investment in TIDC shares causing change in TIDC shareholders, the written consent from DACOM is required. Any changes in TIDC shareholders without DACOM s consent, TI is obliged to purchase TIDC shares from DACOM. 8

9 In this regard, the Board of Directors (the Directors who are related to Charoen Pokphand Group Company Limited did not attend the Meeting and had no right to vote on this agenda.), considered and opined that the transaction is reasonable and beneficial to the Company because the Company will have a clearer business structure and will be able to (i) support long-term group restructuring, (ii) focus on its core business, (iii) reduce non-core business related expenses and investments, (iv) reduce existing debt and (v) increase the liquidity of the Company s operations by utilizing the proceeds from sales to repay some debt partially and increase the Company s working capital. In addition, the sale price is reasonable. Therefore, the Board of Directors deemed it appropriate to propose that the shareholders meeting approve that the Company and/or its subsidiaries sell the investment in ordinary shares of 8 non-core subsidiaries of the Company to Thana Telecom Corporation Limited, and authorize the Company s authorized directors or persons entrusted by the Company s authorized directors to have the power to take any action that necessary or related, to establish or amend any terms and conditions or details that will be beneficial to the sales of investment in ordinary shares of all 8 non-core business subsidiaries. Inquiries made by shareholders and responses thereto made by Directors and executives could be summarized as follows: 1. Proportion of directors not related to major shareholders of the Company The Company had a total of 15 directors, 5 of whom, or one-third of the total number of directors, were not related to major shareholders, which was consistent with requirements of the Capital Market Supervisory Board. Although there were only 5 Independent Directors (3 of whom were Audit Committee s members), all Independent Directors and Audit Committee s members have been fully performing their duties to safeguard interests of minor shareholders by thoroughly considering not only the selling price, but also the reasons and needs of the Company in the current circumstances and impacts which could occur after the sales if sold to a third party not related to the Company. 2. Selling price determination The Company determined the selling price on a lump sum basis because the transaction was being made for sales of all the 8 companies in the same lot. However, appraisal made by the independent financial advisor took into consideration secondary elements of the overview as well, i.e. determining the value of each company to be sold and what appraisal method should be made to be appropriate for each company. Once the resulting appropriate price of each method was arrived at, the reason why the price of each method was not combined and averaged was that the prices came from different calculation methods so they could not be averaged. Consequently, the independent financial advisor adopted the method of determining price spread to see the reasonableness of the selling price. If the selling price was within the price spread calculated, it would be deemed a reasonable selling price. 3. Change to the selling price or type of remuneration The change to the selling price or type of remuneration, for example, partial payment in the form of shares of other companies, was not feasible because the selling price and the type of remuneration were the result of mutual negotiation of the buyer and the seller, and such information must be presented to shareholder meeting for consideration and approval. In this regard, the information must be delivered to all shareholders in advance of the meeting date. 9

10 4. Appraisal of properties of True Properties ( TP ) Since TP owned only 2 lands, i.e. at Ratchadapisek Road and Pattanakarn Road, only 2 items of properties were appraised. Offices in upcountry were rented and not owned by TP, they could not be appraised. Moreover, other immovable properties, i.e. value of office buildings at Ratchadapisek Road and Pattanakarn Road, were not appraised as the properties were depreciated over time and said properties were depreciated in accordance with accounting principles. 5. Information on shareholder structure in the independent financial advisors reports The two independent financial advisors, namely, Asia Plus and JVS Financial Advisory, performed their duties independently and separately. Each referred to their own sources of information, which were different sources. The reason why the information was different was because it was as at different times. 6. Future use of services of the companies sold In the future, use of services of the companies sold would be charged service fees on an arm s length basis. 7. Sales of companies not being the main business of the Company in the future The Company had no plan to sell any more company not being the main business for the time being. The total amount of shares held by shareholders attending the Meeting and having the rights to vote was 1,014,521,489 shares. Resolutions: The Meeting considered the matter and passed a resolution with the votes of not less than three - fourths of the total votes of the shareholders attending the Meeting and having the rights to vote, approved the Company and/or its subsidiaries to sell the investment in ordinary shares of 8 non-core business subsidiaries of the Company to Thana Telecom Corporation Limited for the total selling price of Baht 5,392,612,337 and the authorization as proposed, details of the votes were as follows; Approve 1,007,518,977 votes equivalent to percent Object 5,933,151 votes equivalent to percent Abstain 1,069,361 votes equivalent to percent of the total votes of the shareholders attending the Meeting and having the rights to vote Agenda Item 4 To consider and approve the amendment to the name and number of authorized directors of the Company and the amendment to the Company s Articles of Association: Article 17 The Chairman requested the Secretary of the Meeting to explain details of the amendment to the name and number of authorized directors and the amendment to the Company s Articles of Association: Article 17 to the Meeting. 10

11 The Secretary of the Meeting informed the Meeting that in order for the Company to have flexibility in the operation, the Company is required to amend the name and number of authorized directors as well as Article 17 of the Company s Articles of Association so as to be in line with the amendment to the name and number of authorized directors of the Company, details are as follows. The name and number of authorized directors of the Company : to be amended to Any two of five directors, namely Mr. Soopakij Chearavanont, Mr. Suphachai Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Athueck Asvanund, Mr. Vichaow Rakphongphairoj jointly sign with the Company s seal affixed. In case of signing the Financial Statements, certified letter of Financial Statements and other documents relating thereto, anyone of the above-mentioned five directors signs with the Company s seal affixed. The Company s Articles of Association: Article 17 : to be amended to Article 17 Any two directors jointly sign together with the Company s seal affixed. In case of signing the Financial Statements, certified letter of Financial Statements and other documents relating thereto, anyone of directors signs with the Company s seal affixed. The Board of Directors can determine the name of authorized directors with the Company s seal affixed. Furthermore, the Company s authorized directors or persons entrusted by the Company s authorized directors are authorized to have power to amend any statements in accordance with the recommendations, opinions or orders of the Registrar of Companies. The Chairman proposed the Meeting to consider and approve the amendment to the name and number of authorized directors of the Company and the amendment to Article 17 of the Company s Articles of Association as well as the authorization as proposed. The total amount of shares held by shareholders attending the Meeting and having the rights to vote was 10,099,845,774 shares. Resolutions: The Meeting considered the matter and passed a resolution with the votes of not less than three - fourths of the total votes of the shareholders attending the Meeting and having the rights to vote, approved the amendment to the name and number of authorized directors of the Company and the amendment to Article 17 of the Company s Articles of Association as well as the authorization as proposed, details of the votes were as follows; Approve 10,099,595,048 votes equivalent to percent Object 1,710 votes equivalent to percent Abstain 249,016 votes equivalent to percent of the total votes of the shareholders attending the Meeting and having the rights to vote 11

12 The Chairman declared the Meeting closed at 4.34 p.m. After the opening of the Meeting, there were additional shareholders registering for the Meeting. Consequently, the total amount of shareholders attending the Meeting was 898 shareholders, representing 10,099,845,774 shares equivalent to percent of the total issued shares of the Company. (Signature) (Prof. Athueck Asvanund) Chairman of the Meeting (Signature) (Mrs. Rangsinee Sujaritsunchai) Minutes Keeper 12