Invitation to the 2012 Annual General Meeting of Shareholders Total Access Communication Public Company Limited

Transcription

1 Invitation to the 2012 Annual General Meeting of Shareholders Total Access Communication Public Company Limited Friday, 30 March 2012 at a.m. (Bangkok time) Napalai Ballroom, Dusit Thani Bangkok 946 Rama IV Road, Bangkok, Thailand

2 TAC.LG 049/ March 2012 Re: To: Invitation to the 2012 Annual General Meeting of Shareholders All Shareholders of Total Access Communication Public Company Limited Enclosures: 1. Copy of the Minutes of the 2011 Annual General Meeting of Shareholders held on 21 April 2011 (Agenda Item 1) 2. Copy of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2011 held on 31 May 2011 (Agenda Item 2) Annual Report together with the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2011 (Agenda Items 3 and 4) 4. Profiles of candidates for election as directors (Agenda Item 6) 5. Qualifications of independent directors (Agenda Item 6) 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 2012 Annual General Meeting of Shareholders (the Meeting ) on Friday, 30 March 2012 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 2011 Annual General Meeting of Shareholders held on 21 April 2011 Opinion of the Board of Directors: Shareholders are recommended to adopt the Minutes of the 2011 Annual General Meeting of Shareholders held on Thursday, 21 April 2011 at a.m. (Bangkok time), which the Board of Directors has considered to be properly recorded. A copy of the Minutes of the 2011 Annual General Meeting of Shareholders is set out in Enclosure 1. Agenda 2 Adoption of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2011 held on 31 May 2011 Opinion of the Board of Directors: Shareholders are recommended to adopt the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2011 held on Tuesday, 31 May 2011 at a.m. (Bangkok time), which the Board of Directors has considered to be properly recorded. A copy of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2011 is set out in Enclosure 2. 1

3 Agenda 3 Acknowledgement of the Annual Report on the business operations of the Company for 2011 Opinion of the Board of Directors: Shareholders are recommended to acknowledge the business operations of the Company for 2011 as set forth in the 2011 Annual Report in Enclosure 3. Agenda 4 Approval of the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2011 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 2011 Annual Report of the Company and set out in Enclosure 3. Agenda 5 Approval of the annual dividend payment for 2011 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 consolidated net income of the Company. The percentage may vary depending on the investment plans of the Company, the outlook of the fi nancial markets, and other factors as determined by the Board of Directors of the Company. For the year ended 31 December 2011, the Company reported consolidated net income of THB 11,812 million, which translates to earnings of THB 4.99 per share. No additional reserve is required to be made as the Company s reserves have reached the amount required by law. Opinion of the Board of Directors: Shareholders are recommended to approve the annual dividend payment for 2011 from the retained earnings and the net income of the Company from the 2011 performance at the rate of THB 1.38 per share (subject to any applicable withholding tax), amounting to the total dividend payment of THB 3,268 million. An individual shareholder may apply for a tax credit from the annual dividend payment in accordance with Section 47 bis of the Thai Revenue Code, whereby: - THB 0.17 per share will be paid from the retained earnings of the Company that were subject to 25 per cent. corporate income tax; and - THB 1.21 per share will be paid from the retained earnings of the Company that were subject to 30 per cent. corporate income tax. 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 10 April The Register of the Shareholders of the Company will be closed on 11 April 2012 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 10 April 2012 will be entitled to the proposed annual dividend. The proposed annual dividend will be paid on 27 April In this regard, shareholders are recommended to authorise the Chief Financial Offi cer, or any persons as the Chief Financial Offi cer 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. In addition, shareholders are recommended to acknowledge the special interim dividend payment at the rate of THB per share, which was paid from the retained earnings and the net income of the Company from the 2011 performance on 12 January 2012 pursuant to the resolution of the Board of Directors at the Board of Directors Meeting No. 7/2011, which was held on 15 December

4 The table below sets out a comparison between the dividend payments for 2010 and Net income (THB) 10,885 million 11,812 million Earnings per share (THB) Total dividend per share (THB) Special interim dividend Annual dividend Total dividend (THB) 8,725 million 41,639 million Payout ratio excluding special interim dividend 70% 100% Payout ratio including special interim dividend 82% 358% Agenda 6 Approval of the election of directors Under the Articles of Association of the Company, one-third of the directors must retire by rotation at every annual general meeting. The Company has a total of 12 directors. Four directors are retiring this year, namely: 1. Mr. Soonthorn Pokachaiyapat Independent Director 2. Mr. Boonchai Bencharongkul Chairman of the Board of Directors 3. Mrs. Chananyarak Phetcharat* Independent Director 4. Mr. Stephen Woodruff Fordham Independent Director Note: * Mrs. Chananyarak Phetcharat was appointed as an independent director of the Company on 5 September 2011 in place of Mr. Knut Borgen who resigned as a director on the same day. Mrs. Chananyarak Phetcharat s retirement by rotation is in accordance with the remaining term of offi ce of Mr. Knut Borgen. The Company invited shareholders to nominate qualifi ed persons to be elected as the Company s directors during the period of 1 October 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 re-elect the directors who are due to retire by rotation to be directors of the Company for another term of offi ce. The Company has not yet established a nomination committee. Therefore, the candidates nominated for election as directors of the Company have not been selected by the nomination committee. The Board of Directors has considered the qualifications, experience and past performance of the retiring directors and is of the opinion that the above mentioned persons have all the qualifi cations and do not possess any prohibited characteristics prescribed by laws. In addition, they also have the knowledge, expertise and experience in the telecommunications business. The election of such persons would be benefi cial to the Board of Directors and the Company. Profiles of candidates for election as directors are set out in Enclosure 4. The qualifi cations of independent directors are in line with those prescribed by the Thai Securities and Exchange Commission and the Stock Exchange of Thailand and are set out in Enclosure 5. Agenda 7 Approval of the remuneration of directors for 2012 The policy of the Remuneration Committee is that the remuneration structure of directors be reviewed every three years, with the adjustment to the remuneration amount being considered every year, by taking into account various factors, including, among others, the Company s business and performance, the market and industry norms and the current economic situation. 3

5 Given the increased and complex regulatory challenges and legal disputes during the past two years, and after taking into consideration the remunerations of directors of other listed companies within the same industry or of comparable size, the Board of Directors, with the recommendation of the Remuneration Committee, deems it appropriate that the remuneration of directors be increased by approximately 7.5%, which is the same rate of increase as in Opinion of the Board of Directors: Shareholders are recommended to approve the total remuneration of the directors for 2012 to be an amount not exceeding THB 8,200,000. A comparison of the proposed remuneration of directors for the past two years is as follows: Board of Directors Monthly Fee Meeting Allowance Monthly Fee Meeting Allowance Chairman THB 215,000 THB 232,000 Independent directors THB 53,750 THB 32,250 THB 58,000 THB 35,000 Director (CAT representative) THB 16,125 THB 18,000 Audit Committee Chairman THB 26,875 THB 29,000 Independent directors THB 21,500 THB 24,000 Remuneration Committee Chairman THB 13,438 THB 15,000 Independent directors THB 10,750 THB 12,000 Note: * 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 8 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 2011 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 fi nancial year ending 31 December 2012: 1. Mrs. Gingkarn Atsawarangsalit* Certifi ed Public Accountant No Mr. Sophon Permsirivallop Certifi ed Public Accountant No Ms. Rungnapa Lertsuwankul Certifi ed Public Accountant No Ms. Pimjai Manitkajohnkit Certifi ed Public Accountant No Note: * Mrs. Gingkarn Atsawarangsalit was the auditor in charge of auditing and expressing opinions on the fi nancial statements of the Company during She was fi rst appointed as the auditor of the Company at the 2010 Annual General Meeting of Shareholders, which was held on 27 April

6 Shareholders are also recommended to approve the remuneration of the auditors for 2012 to be an amount not exceeding THB 5,750,000 (excluding VAT), which consists of fees for annual audit and quarterly reviews of the financial statements. The proposed remuneration is an increase from the previous year, which was THB 5,620,000. The increase is mainly due to (a) an increase in legal disputes, (b) new regulatory and accounting requirements, and (c) potential 3G licence bidding and related transactions that may require accounting treatment advice. Each of the proposed individual auditors and Ernst & Young 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. Further Information All shareholders are entitled to vote on all resolutions in Agenda 1 to 8. The resolutions in Agenda 1 to 8 (except for Agenda 7 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. Please attend the Meeting on the date and at the time and place specifi ed above. The registration desk will be opened on Friday, 30 March 2012 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 specifi ed in Enclosure 6, to the registered office of the Company at: Total Access Communication Public Company Limited 41 st Floor, 319 Chamchuri Square Building Phayathai Road, Pathumwan, Bangkok Thailand Attention: Company Secretary no later than 5.00 p.m. (Bangkok time) on Wednesday, 28 March 2012, or submit the same at the venue of the Meeting. Shareholders who wish to appoint a proxy may appoint Mr. Chulchit Bunyaketu, an independent director and Chairman of the Audit Committee, as their proxy. The profi le of Mr. Chulchit Bunyaketu is set out in Enclosure 10. Depositors and Depository Agents with shares standing to the credit of their securities accounts with CDP are not recognised 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 Thursday, 22 March Yours faithfully Mr. Boonchai Bencharongkul Chairman of the Board of Directors 5

7 Note: Shareholders may also fi nd the Invitation to the 2012 Annual General Meeting of Shareholders, including its supplements and proxy forms, on the Company s website at under the heading Shareholders Information. A publication form of the 2011 Annual Report may be obtained upon request at the registered office of the Company at 41 st 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. 6