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. Profi les of candidates for election as directors (Agenda Item 6) 5. Qualifi cations 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. Profi le 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 qualifi cations, 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. Profi les 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: Monthly Fee Meeting Allowance Monthly Fee Meeting Allowance Board of Directors 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 Offi ce 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 fi nancial 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 offi ce 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 offi ce 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

8 (Translation) Enclosure 1 Supplement to Agenda 1 Minutes of the 2011 Annual General Meeting of Shareholders of Total Access Communication Public Company Limited The 2011 Annual General Meeting of Shareholders (the Meeting ) was held on Thursday, 21 April 2011 at Napalai Ballroom, Dusit Thani Bangkok, 946 Rama IV Road, Bangkok, Thailand. The Meeting began at hours. Mr. Boonchai Bencharongkul, Chairman of the Board, was the Chairman of the Meeting. The following directors, management, auditor and legal advisor of the Company were present at the Meeting: Directors 1. Mr. Boonchai Bencharongkul Chairman of the Board 2. Mr. Chulchit Bunyaketu Independent Director, Chairman of the Audit Committee and Member of the Remuneration Committee 3. Mr. Stephen Woodruff Fordham Independent Director, Chairman of the Remuneration Committee and Member of the Audit Committee 4. Mr. Soonthorn Pokachaiyapat Independent Director, Member of the Audit Committee and Member of the Remuneration Committee 5. Mr. Snorre Corneliussen Director Management 1. Mr. Jon Travis Eddy Chief Executive Offi cer 2. Mrs. Vanna Pornsinsiriruk Chief Financial Offi cer 3. Mr. Premon Pinskul Deputy Chief Financial Offi cer 4. Ms. Anong Panicharoennan Senior Vice President, Financial Operations Division 5. Mr. Chaiyod Chirabowornkul Senior Vice President, Distribution Division Company Secretary Mrs. Veeranuch Kamolyabutr Senior Vice President, Legal Division Auditor Mrs. Gingkarn Atsawarangsalit Ernst & Young Offi ce Limited Legal Advisor Mr. Thanathip Pichedvanichok Thanathip & Partners Legal Counsellors Limited The Chairman thanked the shareholders for attending the Meeting and informed the Meeting that there were 790 shareholders present in person and by proxies, representing 1,750,493,598 shares or per cent. of the total issued share capital of the Company. A quorum was thereby constituted pursuant to the Articles of Association of the Company. The Chairman then declared the Meeting open. During the Meeting, 438 additional shareholders were present in person and by proxies, making a total of 1,147 shareholders who attended the Meeting, representing a total of 1,778,574,849 shares or per cent. of the total issued share capital of the Company. 7

9 Before proceeding to consider the agenda, the Chairman informed the Meeting that on 23 March 2011 the Doing Good Deeds Every Day Project by dtac won two ICT Excellence Awards 2010 from Thailand Management Association. The *1677 Farmer Information Superhighway (Phase 3) and Epidemic Surveillance System via SMS and Google Map won the awards for ICT for Sustainable Development Projects. The Chairman then informed the Meeting that during 1 November 31 December 2010, the Company had invited the shareholders to propose matters which they considered necessary for inclusion in the agenda of the Meeting, nominate candidates for election as directors, and send questions relating to the agenda in advance of the Meeting. However, there were no matters proposed for inclusion in the agenda of the Meeting, nor candidates nominated for election as directors, nor questions relating to the agenda received by the Company. The Public Limited Company Act provides that to cast a vote, each share shall have one vote. Voting shall be done by show of hands, unless at least fi ve shareholders request, and the meeting resolves, that voting be done in secret, voting then may be done in secret. There were at least fi ve shareholders who made such a request. The Chairman therefore proposed to the Meeting to resolve that voting of shareholders shall be done in secret, which was by way of writing votes on ballots of each agenda. There were no shareholders objecting the secret method of voting. The Chairman then concluded that the Meeting approved the secret method of voting by way of writing votes on ballots for every agenda, and asked the Assistant to the Company Secretary to explain to the Meeting the voting procedure. The Assistant to the Company Secretary explained to the Meeting the voting procedure for each agenda as follows. To cast a vote, one share shall have one vote. A shareholder may cast his or her vote to approve, disapprove or abstain from voting. For the convenience of the shareholders, the Company had arranged for a barcode system to be used to count the votes, which would help expedite the vote computation process. To vote in each agenda, except in Agenda 5 regarding election of directors, only shareholders who disapprove or abstain from voting shall write their votes and sign their names on the ballots and hand in the same to the Company s staff to count the votes. Shareholders who approve the agenda are not required to write their votes on the ballots. To count the votes, only ballots of shareholders who disapprove or abstain from voting will be collected. Disapproved, abstained and invalid votes will be deducted from the total votes of the shareholders who attend the Meeting and are entitled to vote. For Agenda 5 regarding election of directors, all shareholders shall write their votes and sign their names on the ballots and hand in the same to the Company s staff to count the votes. Shareholders who do not hand in their ballots will be deemed to have abstained from voting. To pass a resolution, a simple majority vote of the shareholders who attend the Meeting and are entitled to vote is required, unless specifi ed otherwise by laws. (All shareholders were 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), who were excluded from casting their votes in respect of Agenda 9.) In addition, for transparency of the Meeting and in accordance with the best practices for annual general meetings, the Chairman invited the legal advisor from Thanathip & Partners Legal Counsellors Limited to inspect the Meeting to comply with the legal requirements and the Articles of Association of the Company, and two shareholders to witness the vote counts. The Chairman then requested the shareholders to consider the Agenda as follows. 8

10 Item 1 Adoption of the Minutes of the 2010 Annual General Meeting of Shareholders held on 27 April 2010 The Chairman informed the Meeting that the Company had prepared the Minutes of the 2010 Annual General Meeting of Shareholders, which was held on 27 April The Board of Directors had considered and deemed it as properly recorded in accordance with the resolutions of the meeting. The Chairman then proposed that the Meeting consider and adopt the Minutes of the 2010 Annual General Meeting of Shareholders, copies of which had been sent to all shareholders together with the notice of this Meeting. There were no questions, comments, or requests for any amendments from the shareholders. The shareholders considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 1,776,123,589 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote none 39,000 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 29,400 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Resolution: The Meeting adopted the Minutes of the 2010 Annual General Meeting of Shareholders with a majority vote of the shareholders who attended the Meeting and were entitled to vote. Item 2 Acknowledgement of the Annual Report on the business operations of the Company for 2010 The Chairman informed the Meeting that the Company had prepared the Board of Directors report on the Company s performance in 2010, as detailed in the 2010 Annual Report, copies of which had been sent to all shareholders together with the notice of this Meeting. In this regard, the Chairman invited Mr. Jon Travis Eddy, Chief Executive Offi cer, to present to the Meeting an overview and the results of operations of the Company in Mr. Chaiyod Chirabowornkul translated the presentation in summary as follows. In 2010, the Company achieved record high results of operations. The Company had a revenue growth of 10.1 per cent., which was higher than the target of a high single digit growth. The Company had an operating free cash fl ow of THB 21,512 million, which was higher than the original target of THB 17,000 million, and the Company had 2 million net additional subscribers, which was higher than the target of 1.5 million subscribers. The Company had a net profi t of THB 10,885 million and an improving EBITDA margin. The Company s EBITDA was THB 25,686 million, which was an increase from THB 20,215 in In addition, the Company would make a dividend payment at the rate of THB 3.21 per share or approximately 70 per cent. of the net income of the Company if it was approved by the shareholders in this Meeting. The Company had a service revenue market share of 32.1 per cent., an increase from 32.0 per cent. in 2009, and a subscriber market share of 32.0 per cent., an increase from 29.9 per cent. in

11 The penetration rate had expanded to 107 per cent., and the Company had a total of 21.6 million subscribers as at the end of 2010, an increase from 19.7 million subscribers as at the end of The Company had an average revenue per user (including interconnection charge) of approximately THB 270, a decrease from approximately THB 274 in Nevertheless, the Company expected that the increasing trend in data usage by smart phone users would result in the increase in the average revenue per user. Mr. Wirat Chiaranaiwong, a shareholder, asked for the reasons of the decrease in net profi ts of the Company in 2009 in comparison with Mrs. Vanna Pornsinsiriruk responded that the results of operations of the Company in 2009 were impacted by the global economic crisis, which happened in late In addition, the Company had a special transaction from the settlement with Digital Phone Co., Ltd. ( DPC ) in 2008, which resulted in the net profi ts of the Company in 2008 being higher than usual. Mr. Thanasil Num-acha, a shareholder, commented on the Company s network effi ciency and questioned about the Company s corrective measures in the case where users had problems with network quality. Ms. Nalinnuch Sawangsopakul, a shareholder, also asked about the impact of the problems on the Company s subscriber base. Mr. Jon Travis Eddy answered the questions. Mr. Chaiyod Chirabowornkul translated his responses in summary that the number of smart phone users had increased rapidly at present. This resulted in an increase in volume of data usage. The Company was aware of the problems and had taken some preliminary actions to correct to the problems. The Company was in the process of modernising the entire network and expected the modernisation process in the Bangkok area and its vicinities to be completed by mid Nevertheless, the problems did not have an impact on the Company s subscriber base in the overall picture as the Company s net additional subscribers and usage volume still increased. Ms. Araya Pengniti, a proxy, questioned about the Company s investment in 3G network. Mr. Jon Travis Eddy answered the question. Mr. Chaiyod Chirabowornkul translated his response in summary that at present the Company planned to invest in the 3G network using the 850 MHz frequency band and HSPA technology. The Company had started installing approximately 400 base stations in the Bangkok area and its vicinities and expected that the installation would be completed soon. Mr. Boonchoke Chittrapradubsilp asked about the differences and quality of the 3G network on different frequency bands. The Chairman answered the question that mobile phones which were 3G compatible could be used on many frequency bands. Low frequency band could provide wider coverage area than high frequency band. Therefore, the provision of 3G services using the 850 MHz frequency band would yield the greatest benefi t to the users. This was because the provision of services using low frequency band required less base stations than the provision of services using high frequency band, such as the 2.1 GHz frequency band. Mr. Nuttawan Nertnoi, a shareholder, asked about the impact of the 3G auction to the Company and the shareholders and the tariff for the 3G services. Mr. Jon Travis Eddy answered the questions. Mr. Chaiyod Chirabowornkul translated his responses in summary that the provision of 3G services would result in an increase in usage of services because the 3G network could support a larger volume of data usage. This would also result in an increase in revenue of the Company. The Company did not response on the question regarding the tariff as the response might have an impact on its competitiveness. 10

12 Mr. Pitak Netpetcharachai, a shareholder, asked about the differences between the Company s and its competitors 3G technology, the time required to upgrade the network from 3G technology to 4G technology, and the measures to prevent the Company s customers from migrating to other service providers if 3G services are provided. Mr. Jon Travis Eddy answered the questions. Mr. Chaiyod Chirabowornkul translated his responses in summary that there were no differences in terms of technology used for the provision of 3G services because current mobile phones were compatible with many frequency bands. However, the differences might be in the frequency band used to provide the services. An upgrade of the network from 3G technology to 4G technology could be done quite quickly because the network that the Company was presently in the process of modernising could also support the 4G technology in the future. The investment in the 3G network using the 850 MHz frequency band was one of the measures to maintain the Company s subscriber base. However, in the long term, the Company would like to invest in the 3G network using the 2.1 GHz frequency band. There were no further questions or comments from the shareholders. This Agenda was for the Meeting s acknowledgement. Therefore, the shareholders were not required to vote. The Chairman concluded that the Meeting acknowledged the annual report on the Company s performance in Item 3 Approval of the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2010 The Chairman informed the Meeting that the Company had prepared the audited consolidated fi nancial statements of the Company for the year ended 31 December 2010, which had been audited by a certifi ed public accountant, and approved by the Audit Committee and the Board of Directors of the Company, as detailed in the Annual Report 2010, copies of which had been sent to all shareholders together with the notice of this Meeting. In 2010, the Company and its subsidiaries had total assets of approximately THB 99,313 million, representing a decrease of 1.2 per cent., total liabilities of approximately THB 30,435 million, representing a decrease of 19.9 per cent., total shareholders equity of approximately THB 68,878 million, representing an increase of 10.1 per cent., total revenues from sales and services of approximately THB 72,351 million, representing an increase of 10.1 per cent., and a net profi t of approximately THB 10,885 million, representing an increase of 64.6 per cent. The Company s earnings per share were THB 4.60, representing an increase of 64.3 per cent. Ms. Malee Kijwekin, a shareholder, questioned whether the Company had any special transactions in addition to the revenues from sales and services because the Company s net profi t increased by 64.6 per cent. but the Company s revenues increased only by 10.1 per cent., and what the earnings per share would be if the one-time transactions were not included. Mrs. Vanna Pornsinsiriruk answered the question that in 2010 the Company had two special transactions, namely revenue from the entering into an interconnection agreement with CAT Telecom Public Company Limited ( CAT ) and profi ts from the sale of Chai Building, Vibhavadee Rangsit Road. The earnings per share after deduction of the special transactions were THB In addition to the special transactions, the increase in the net profi t of the Company was due to the continuing improvement in operating and cost effi ciency, which resulted in an increase in the Company s EBITDA. Mr. Somkiat Saleepattana, a shareholder, asked for the purpose of the Company s use of premium on ordinary shares of THB 23,543 million. Mr. Premon Pinskul responded that the Company used the premium on ordinary shares for investment in its network, which was booked under Deferred right to use of equipment net in the balance sheet of the Company. There were no further questions or comments from the shareholders. 11

13 The Chairman proposed that the Meeting consider and approve the audited consolidated fi nancial statements of the Company for the year ended 31 December The Meeting considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 1,778,414,634 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote none 41,500 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 29,400 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Resolutions: The Meeting approved the consolidated fi nancial statements of the Company for the year ended 31 December 2010 with a majority vote of the shareholders who attended the Meeting and were entitled to vote. Item 4 Approval of the annual dividend payment for 2010 and acknowledgement of the special interim dividend payment The Chairman informed the Meeting that in 2010, the Company and its subsidiaries had a net income of THB 10,885 million, which translated to earnings of THB 4.60 per share. The Board of Directors had considered and recommended that the Meeting approve the annual dividend payment for 2010 at the rate of THB 3.21 per share (subject to any applicable withholding tax), amounting to THB 7,601 million or approximately 70 per cent. of the net income of the Company. The above dividend payout ratio was higher than the dividend payout ratio in the previous year, which was paid at the rate of THB 1.39 per share or approximately 50 per cent. of the net income of the Company. In addition, shareholders were 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 An individual shareholder might apply for a full tax credit from the annual dividend payment in accordance with Section 47 bis of the Thai Revenue Code. The Board of Directors had set the record date to determine entitlements to the annual dividend on 28 April The Register of the Shareholders of the Company would be closed on 29 April 2011 for collecting shareholders names in accordance with Section 225 of the Thai Securities and Exchange Act. Payment of the annual dividend would be made on 19 May Shareholders who hold shares in the Company through direct securities accounts with the Central Depository (Pte) Limited ( CDP ), or Depository Agents whose securities accounts with CDP were credited with shares of the Company, at 5.00 p.m. (Singapore time) on 28 April 2011 would be entitled to the annual dividend. The Chairman then requested that the Meeting consider and approve the annual dividend payment as proposed, and authorise the Chief Executive Offi cer, or any persons as the Chief Executive 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, as well as acknowledge the special interim dividend payment. 12

14 There were no questions or comments from the shareholders. The Meeting considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 1,778,418,195 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote none 41,500 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 29,400 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Resolutions: The Meeting approved, with a majority vote of the shareholders who attended the Meeting and were entitled to vote, the annual dividend payment of the Company and the delegation of authority, as well as acknowledged the special interim dividend payment, as proposed in all respect. Item 5 Approval of the election of directors The Chairman informed the Meeting that the Board of Directors, at the Board of Directors Meeting held on 7 February 2011, recommended that 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 had to retire by rotation at every annual general meeting. Four directors were retiring this year, namely Mr. Chulchit Bunyaketu (Independent Director, Chairman of the Audit Committee and Member of the Remuneration Committee), Mr. Sompol Chanprasert (Director), Mr. Knut Snorre Bach Corneliussen (Director) and Mr. Sigve Brekke (Vice Chairman of the Board of Directors). In addition, the Board of Directors recommended the election of Mr. Jon Travis Eddy, the Chief Executive Offi cer of the Company, to be a new director of the Company and one of the authorised signatories of the Company. Since no shareholders nominated any candidates for election as directors, the Board of Directors had considered and nominated all fi ve candidates for election as directors of the Company. Copies of the profi les of all candidates nominated for election as directors of the Company had been sent to all shareholders together with the notice of this Meeting. There were no questions or comments from the shareholders. The Chairman then requested that the Meeting consider and elect the directors of the Company as proposed. After the proposed election of directors, the Company would have a total of 12 directors. The Chairman also requested that the Meeting consider and elect each director individually so that the shareholders would be able to use their discretion to consider the qualifi cations of each director thoroughly. In order for the voting in this Agenda to be transparent and in accordance with the good corporate governance principles, the Chairman further requested that all shareholders, whether agreed, disagreed or abstained from voting, write their votes and sign their names on the ballots. The Company s staff would collect the ballots from the shareholders once the shareholders had completed their voting for all directors. The Chairman presented to the Meeting the profi les of each candidates nominated for election as directors of the Company for consideration. 13

15 The Meeting considered and voted for each director individually as follows: Mr. Chulchit Bunyaketu Approved: Disapproved: Abstained: Invalid ballots: 1,761,512,104 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 7,718,922 shares, representing approximately 0.43 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 9,212,433 shares, representing approximately 0.52 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 79,160 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Mr. Sompol Chanprasert Approved: Disapproved: Abstained: Invalid ballots: 1,758,328,206 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 10,851,420 shares, representing approximately 0.61 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 9,265,433 shares, representing approximately 0.52 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 77,560 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Mr. Knut Snorre Bach Corneliussen Approved: Disapproved: Abstained: Invalid ballots: 1,762,708,106 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 6,478,920 shares, representing approximately 0.36 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 9,260,633 shares, representing approximately 0.52 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 74,960 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 14

16 Mr. Sigve Brekke Approved: Disapproved: Abstained: Invalid ballots: 1,756,790,807 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 12,387,019 shares, representing approximately 0.70 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 9,255,933 shares, representing approximately 0.52 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 88,860 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Mr. Jon Travis Eddy Approved: Disapproved: Abstained: Invalid ballots: 1,761,505,706 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 6,478,920 shares, representing approximately 0.36 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 10,347,033 shares, representing approximately 0.58 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 190,960 shares, representing approximately 0.01 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Resolutions: The Meeting approved the election of all fi ve candidates as directors of the Company. The voting result ranked from the highest number of votes was as follows: 1. Mr. Knut Snorre Bach Corneliussen 2. Mr. Chulchit Bunyaketu 3. Mr. Jon Travis Eddy 4. Mr. Sompol Chanprasert 5. Mr. Sigve Brekke and approved Mr. Jon Travis Eddy as an authorised signatory of the Company. Item 6 Approval of the remuneration of directors for 2011 The Chairman informed the Meeting that the resolution of this Agenda required a vote of not less than two-thirds of the total shares held by the shareholders who attended the Meeting. The Chairman further informed the Meeting that the policy of the Remuneration Committee was 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 the members of the subcommittees. 15

17 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, deemed it appropriate that the remuneration of directors and members of the subcommittees for 2011 remain an amount not exceeding THB 7,600,000, which was the same as the previous year s. There were no questions or comments from the shareholders. The Chairman requested that the Meeting consider and approve the remuneration of directors and members of the subcommittees for 2011 as proposed. The Meeting considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 1,778,344,418 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting 2,001 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting 137,500 shares, representing approximately 0.01 per cent. of the total shares held by the shareholders who attended the Meeting 41,900 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting Resolutions: The Meeting approved, with a vote of not less than two-thirds of the total shares held by the shareholders who attended the Meeting, the remuneration of directors and members of the subcommittees for 2011 as proposed in all respect. Item 7 Approval of the appointment of the auditors of the Company and fixing their remuneration The Chairman informed the Meeting that the Board of Directors, with the recommendation of the Audit Committee, had considered the work of the auditors of Ernst & Young Offi ce Limited ( Ernst & Young ) to be satisfactory. The auditors also had knowledge and understanding of the telecommunications business, as well as experience and expertise on auditing telecommunications companies. The Board of Directors recommended that the Meeting 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 ended 31 December 2011: 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 The Board of Directors also recommended that the Meeting approve the remuneration of the auditors for 2011 to be an amount not exceeding THB 5,620,000, which consisted of fees for annual audit and quarterly review of the fi nancial statements. The proposed remuneration was a slight increase from the previous year, which was THB 5,550,000. The increase was 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 did not have any relationship with, or interest in, the Company, its subsidiaries, management, major shareholders, or any of their related persons, which might affect their independence. Mr. Somkiat Saleepattana, a shareholder, asked about the impact of the new Thai Accounting Standards on the Company. 16

18 Mrs. Gingkarn Atsawarangsalit responded that the Thai Accounting Standards had undergone a major revision in order to be in line with international standards, and were partly applicable to public companies and companies involving public interest in 2011 and would become fully applicable in The auditor and the Company s management had assessed the impact and believed that the revision of the Thai Accounting Standards would not have any signifi cant impact on the Company. Details of the adoption of the new Thai Accounting Standards were disclosed in note 3 to the consolidated fi nancial statements of the Company. There were no further questions or comments from the shareholders. The Chairman requested that the Meeting consider and approve the appointment of the auditors of the Company and its subsidiaries and fi x their remuneration as proposed. The Meeting considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 1,778,481,599 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote none 30,500 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 47,850 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Resolutions: The Meeting approved, with a majority vote of the shareholders who attended the Meeting and were entitled to vote, the appointment of the auditors of the Company and its subsidiaries and fi xed their remuneration, as proposed in all respect. Item 8 Approval of the Change of Listing Status on the Main Board of the SGX-ST The Chairman informed the Meeting that the resolution of this Agenda required a majority vote of the shareholders who attended the Meeting and were entitled to vote. In this regard, the Chairman invited Mrs. Veeranuch Kamolyabutr to present to the Meeting details on the change of the Company s listing status on the Main Board of the Singapore Exchange Securities Trading Limited (the SGX-ST ) from that of a primary listing to a secondary listing ( Change of Listing Status ), which can be summarised as follows. The Company was, currently and primarily, dual listed on the SGX-ST and the Stock Exchange of Thailand (the SET ). As a result, it was required to comply with both the listing rules of the SGX-ST and the SET, and where the rules were in confl ict, the stricter rules. Given the very low trading volume of the Company s shares on the SGX-ST (as at 23 February 2011, only 1.12 per cent. of the Company s shares were traded on the SGX-ST), the Board of Directors recommended that the SET be the sole primary exchange, so that the Company reduced its legal and compliance costs and re-directed the cost savings into its business operations. 17

19 The Company sought approval from the SGX-ST on the Change of Listing Status. The SGX-ST granted its approval on the conditions that the Change of Listing Status was approved by a majority vote of the shareholders of the Company and the Company undertook to comply with certain continuous compliance obligations, among others: - Preparation of the Company s accounts based on Thai Accounting Standards and highlighting the differences between the Thai Accounting Standards and the International Financial Reporting Standards; Compliance in full with the delisting requirements in the SGX-ST Listing Manual if the Company is delisted from the SGX-ST within three years of the Change of Listing Status; Simultaneous release of any material information and documents fi led with the SET on the SGX-NET; If there is a need for a trading halt in the Company s shares, request for a trading halt on both exchanges at the same time; Prompt announcement via SGX-NET if the Company has issued additional ordinary shares and when such shares have been approved for listing and trading on the SET; Prompt announcement via SGX-NET if there is any change in Thai law which may affect or change shareholders rights or obligations over its shares, such as the right to attend, speak, vote at shareholders meetings and the right to appoint proxies, the right to receive rights offering and any other entitlements, withholding taxes and stamp duties on its shares, and obligations to fi le documents or make declarations in respect of its shares; and Requirement for Singaporean based independent directors. The Change of Listing Status did not have any consequence on shareholders or investors in Thailand. The Company would continue its primary listing on the SET and would have a secondary listing on the SGX-ST. The Company would no longer be required to comply with the SGX-ST Listing Manual and only be required to comply with the SET Regulations and the specifi c undertakings mentioned above. The Singapore Code on Take-overs and Mergers would no longer apply. The Company would instead be subject to the applicable Thai take-over laws and regulations. The Company s shares could still be traded on the SGX-ST after the Change of Listing Status. The Chairman informed the Meeting that further details on the Change of Listing Status, including the key differences between the SET Listing Rules and the Thai securities laws and the SGX-ST Listing Manual and the Singapore Code on Take-overs and Mergers, were set out in the enclosure which had been sent to all shareholders together with the notice of this Meeting. Mr. Somkiat Saleepattana, a shareholder, asked whether the Company had any intention to delist its shares from the SGX-ST. Mrs. Veeranuch Kamolyabutr responded that as stated in the notice of this Meeting there was currently no intention by the Company to delist its shares from the SGX-ST. Mr. Wasant Pongputtamon, a shareholder, asked for the reasons why the Company listed its shares on the SGX-ST as a primary exchange at fi rst and the implications for the Company after the Change of Listing Status. 18

20 The Chairman responded that the listing of the Company s shares on the SGX-ST as a primary exchange fi rst was because the Company needed to raise funds for use in its business. However, the Company did not meet certain qualifi cations required under the listing rules of the SET at that time, and the SGX-ST accepted the listing of the Company s shares on the SGX-ST. The Change of Listing Status would reduce the Company s costs and compliance obligations. However, the Change of Listing Status would not have any signifi cant adverse implications for the Company. Mrs. Veeranuch Kamolyabutr further added that the undertaking of the compliance obligations of both the SGX-ST and the SET required, in certain cases, times to consult and/or obtain approval of the relevant exchanges. As such, the Change of Listing Status would enable the Company to undertake its compliance obligations more effi ciently and response to its business operation on a timely basis. There were no further questions or comments from the shareholders. The Chairman then requested that the Meeting consider and approve the Change of Listing Status of the Company on the Main Board of the SGX-ST as proposed, and authorise the Chief Executive Offi cer of the Company or any persons as the Chief Executive Offi cer 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 Change of Listing Status of the Company and/or this resolution. The Meeting considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 1,778,378,698 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote none 132,000 shares, representing approximately 0.01 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 55,851 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Resolutions: The Meeting approved, with a majority vote of the shareholders who attended the Meeting and were entitled to vote, the Change of Listing Status of the Company on the Main Board of the SGX-ST and the delegation of authority, as proposed in all respect. Item 9 Approval of the renewal of the General Mandate for Interested Person Transactions The Chairman informed the Meeting that conflicting shareholders, namely Mr. Boonchai Bencharongkul, Telenor Asia Pte Ltd and Thai Telco Holdings Limited (and their respective associates), were not entitled to vote in this Agenda. The Chairman further informed the Meeting that the General Mandate for Interested Person Transactions (the IPT Mandate ) would 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 with any party who is of the class of interested persons pursuant to Chapter 9 of the SGX-ST Listing Manual, the details of which had been sent to all shareholders together with the notice of this Meeting. The IPT Mandate had since been renewed on a yearly basis and the Company was currently seeking shareholders approval for the renewal of the IPT Mandate. 19

21 The Board of Directors had considered and recommended that the Meeting approve the renewal of the IPT Mandate as approved at the 2010 Annual General Meeting of Shareholders, which was held on 27 April The approval of the IPT Mandate would, 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 There were no questions or comments from the shareholders. The Chairman then requested that the Meeting consider and approve the renewal of the IPT Mandate as proposed, and authorise the Chief Executive Offi cer of the Company or any persons as the Chief Executive Offi cer 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 Meeting considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 271,209,268 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote none 37,705 shares, representing approximately 0.01 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 55,851 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Resolutions: The Meeting approved, with a majority vote of the shareholders who attended the Meeting and were entitled to vote, the renewal of the IPT Mandate pursuant to the Listing Manual of the SGX-ST and the delegation of authority, as proposed in all respect. The Chairman invited the shareholders to ask questions or comment before he declared the Meeting adjourned. A proxy of Mrs. Kesini Worasaen asked whether, based on the good performance in 2010, the Company expected to be second to other service providers in the future. The Chairman answered the question that the introduction of 3G technology would enable service providers to compete on the same level playing fi eld. The Company believed that based on its operating experience and quality services, it would be able to effectively compete with other service providers. Mr. Jon Travis Eddy added and Mr. Chaiyod Chirabowornkul translated his additional response in summary that the Company s goal was not necessarily to be the biggest company. However, the Company aimed to generate the highest revenues and net profi ts, and to create maximum value for its shareholders. Mr. Rachan Tantichinda, a representative from the Thai Investors Association, asked about an update on the dispute between the Company and CAT regarding the revenue sharing payment under the Concession Agreement under note 33.2 (d) to the consolidated fi nancial statements, and the impact or risk from the verdict in the dispute. 20

22 Mrs. Veeranuch Kamolyabutr responded that the dispute in question was an excise tax related dispute, in which the Company was of the opinion that the Company s deduction of excise tax pursuant to CAT s order and the Cabinet s resolution was the correct action. However, after the change of the Cabinet, there was also a change in government s policy on this issue, which led to a demand for payment of additional revenue share (which was the excise tax amount that the Company had already paid directly to the State). The dispute was currently under arbitration process. The Company believed that there was a high chance of winning the case when comparing the dispute with a similar dispute between CAT and DPC. In that case, the arbitrators rendered their verdict that CAT had no right to demand for payment of additional revenue share as it was duly paid in full. However, the Company believed that CAT would further appeal the arbitrators verdict in DPC case. Mr. Wasant Pongputtamon asked for the cost of investment in the 3G network using the 850 MHz frequency band and further asked whether the investment in the 3G network would correct the problems on network quality. Mr. Chaiyod Chirabowornkul answered the questions that the cost of investment in the 3G network using the 850 MHz frequency band was approximately THB 350 million. The Company had been installing additional base stations of approximately 400 stations in the Bangkok area and its vicinities. The investment in the 3G network was a different matter from the correction of network quality. However, the Company was doing both matters simultaneously. The Company was in the process of modernising its entire 2G network using the 1800 MHz frequency band in order to support future technology and the increase in volume of data and voice usage. This would correct the problems on network quality as the existing 2G network was not developed to support a large volume of data usage. In addition, Mr. Wasant Pongputtamon asked for an update on the auction for the 3G licence using the 2.1 GHz frequency band. Mrs. Veeranuch Kamolyabutr responded that the matter was uncertain. After the Administrative Court issued an order to temporarily suspend the auction for the 3G licence using the 2.1 GHz frequency band, the Act on Organisation for Allocation of Frequency and Supervision of Radio and Television Broadcasting and Telecommunications Business B.E (2010) was issued, requiring for an establishment of a National Broadcasting and Telecommunications Commission (the NBTC ) to be responsible for the allocation of frequency and the supervision of radio and television broadcasting business and telecommunications business. Currently, the appointment of the NBTC was in the selection process. Once the appointment of the NBTC was completed, the Company believed that an auction for the 3G licence using the 2.1 GHz frequency band would be held soon. Mr. Jon Travis Eddy added and Mr. Chaiyod Chirabowornkul translated his additional response in summary that due to such uncertainty, the Company had decided to invest in the 3G network using the 850 MHz frequency band together with the modernisation of the 2G network using the 1800 MHz frequency band in order to maintain its competitiveness. A proxy of Mrs. Kesini Worasaen asked for the term of the Agreement to Operate Cellular Telephone Services (the Concession Agreement ) and the implications for the Company as its Concession Agreement expired later than that of the other service providers. Mrs. Veeranuch Kamolyabutr responded that currently the Concession Agreement of the Company had a remaining term of approximately eight years. However, the Company was unable to assess whether the Company was the most gainer as its Concession Agreement would expire later than that of the other service providers. This was because other service providers whose concession agreement approached its expiration might fi nd ways to provide services under other forms of agreement, which had a lower cost of service than that under the Concession Agreement of the Company. In such case, there might be an impact on the Company s competiveness. 21

23 There were no further questions or comments from the shareholders. The Chairman thanked the shareholders for attending the Meeting and sharing their valuable views with the Company, and declared the Meeting adjourned. The Meeting was adjourned at hours. Signed (Mr. Boonchai Bencharongkul) Chairman of the Board Chairman of the Meeting Signed -signature- -signature- (Mrs. Veeranuch Kamolyabutr) Company Secretary 22

24 (Translation) Enclosure 2 Supplement to Agenda 2 Minutes of the Extraordinary General Meeting of Shareholders No. 1/2011 of Total Access Communication Public Company Limited The Extraordinary General Meeting of Shareholders No. 1/2011 (the Meeting ) was held on Tuesday, 31 May 2011 at Napalai Ballroom, Dusit Thani Bangkok, 946 Rama IV Road, Bangkok, Thailand. The Meeting began at hours. Mr. Boonchai Bencharongkul, Chairman of the Board, was the Chairman of the Meeting. The following directors, management, auditor and legal advisor of the Company were present at the Meeting: Directors 1. Mr. Boonchai Bencharongkul Chairman of the Board 2. Mr. Chulchit Bunyaketu Independent Director, Chairman of the Audit Committee and Member of the Remuneration Committee 3. Mr. Soonthorn Pokachaiyapat Independent Director, Member of the Audit Committee and Member of the Remuneration Committee 4. Mr. Jon Travis Eddy Director and Chief Executive Offi cer 5. Ms. Hilde Merete Tonne Director 6. Mr. Knut Snorre Bach Corneliussen Director 7. Mr. Knut Borgen Director 8. Mr. Charles Terence Woodworth Director Management 1. Mrs. Vanna Pornsinsiriruk Chief Financial Offi cer 2. Mr. Chaiyod Chirabowornkul Senior Vice President, Distribution Division 3. Mr. Wansit Saiyawan Senior Vice President, Corporate Affairs and Public Relations Department Company Secretary Mrs. Veeranuch Kamolyabutr Senior Vice President, Legal Division Auditor Mrs. Gingkarn Atsawarangsalit Ernst & Young Offi ce Limited Legal Advisor Mr. Surapol Srangsomwong Herbert Smith (Thailand) Limited The Chairman thanked the shareholders for attending the Meeting and informed the Meeting that there were 670 shareholders present in person and by proxies, representing 1,793,818,053 shares or per cent. of the total issued share capital of the Company. A quorum was thereby constituted pursuant to the Articles of Association of the Company. The Chairman then declared the Meeting open. During the Meeting, 220 additional shareholders were present in person and by proxies, making a total of 890 shareholders who attended the Meeting, representing a total of 1,826,642,590 shares or per cent. of the total issued share capital of the Company. 23

25 Before proceeding to consider the agenda, the Chairman informed the Meeting that the Public Limited Company Act provides that to cast a vote, each share shall have one vote. Voting shall be done by show of hands, unless at least fi ve shareholders request, and the meeting resolves, that voting be done in secret, voting then may be done in secret. There were at least fi ve shareholders who made such a request. The Chairman therefore proposed to the Meeting to resolve that voting of shareholders shall be done in secret, which was by way of writing votes on ballots of each agenda. There were no shareholders objecting the secret method of voting. The Chairman then concluded that the Meeting approved the secret method of voting by way of writing votes on ballots for every agenda, and asked the Assistant to the Company Secretary to explain to the Meeting the voting procedure. The Assistant to the Company Secretary explained to the Meeting the voting procedure for each agenda as follows. To cast a vote, one share shall have one vote. A shareholder may cast his or her vote to approve, disapprove or abstain from voting. For the convenience of the shareholders, the Company had arranged for a barcode system to be used to count the votes, which would help expedite the vote computation process. To vote in each agenda, only shareholders who disapprove or abstain from voting shall write their votes and sign their names on the ballots and hand in the same to the Company s staff to count the votes. Shareholders who approve the agenda are not required to write their votes on the ballots. To count the votes, only ballots of shareholders who disapprove or abstain from voting will be collected. Disapproved, abstained and invalid votes will be deducted from the total votes of the shareholders who attend the Meeting and are entitled to vote. To pass a resolution, a simple majority vote of the shareholders who attend the Meeting and are entitled to vote is required. In addition, for transparency of the Meeting and in accordance with the best practices for general meetings, the Chairman invited two shareholders to witness the vote counts. The Chairman then requested the shareholders to consider the Agenda as follows. Item 1 Acknowledgement of the progress of the HSPA upgrade under the Agreement to Operate Cellular Telephone Services The Chairman informed the Meeting that a number of shareholders asked about the progress of the Company s HSPA upgrade or 3G network upgrade using the 850 MHz frequency band in the recent 2011 Annual General Meeting of Shareholders. The Company would like to inform the Meeting details of this matter as follows. The Company had planned to provide 3G services using the 850 MHz frequency band to its customers since last three years. The Company had satisfi ed all the conditions imposed by CAT Telecom Public Company Limited ( CAT ) for the 3G network upgrade using the 850 MHz frequency band. Despite that, CAT still withheld its approval. The Company then sought approval from the National Broadcasting and Telecommunications Commission (the NBTC ) directly and expected that the NBTC would grant its approval in a few months. Once the approval was obtained, the Company would immediately launch the long-awaited 3G commercial services using the 850 MHz frequency band to its customers. Meanwhile, the Company would continue to modernise its entire network (network swap) as planned as it previously informed the shareholders in its 2011 Annual General Meeting of Shareholders. Mr. Hungchai Akkawatsakul and other shareholders asked for details of the Minutes of the 2011 Annual General Meeting of Shareholders because the Company did not send copies of such Minutes to the shareholders together with the notice of this Meeting. He also asked for the objectives of this Meeting. 24

26 Mrs. Veeranuch Kamolyabutr responded that the Company has already posted such Minutes on the Company s website and apologised for any inconvenience caused to the shareholders if copies of such Minutes were not included with the notice of this Meeting as the Company planned to include them with the notice of the 2012 Annual General Meeting of Shareholders. She further explained the reason that the Company brought Agenda 1 to the attention of the shareholders at this Meeting. In the last 2011 Annual General Meeting of Shareholders, there were a number of shareholders, who were also subscribers of the Company, complained about the Company s network problem and asked for the progress of the Company s 3G upgrade. The Company, therefore, deemed it necessary to explain the issue to the shareholders in this Agenda 1. Mr. Chulchit Bunyaketu further responded that the Agreement to Operate Cellular Telephone Services between the Company and CAT did not provide any restriction on network upgrade. Therefore, the Company was of the opinion that it could upgrade its existing network to 3G network using the 850 MHz frequency band, which was the frequency that was already allocated to the Company. Nevertheless, the Company still had not received approval from CAT to provide 3G services using the 850 MHz frequency band commercially. Such delay affected the Company and its shareholders who were its stakeholders. Therefore, the Company convened this Meeting to explain to its shareholders of the problems and obstacles, and the Company s course of action in such matter. Mr. Jon Travis Eddy added and Mr. Wansit Saiyawan translated his response in summary that the Company had been operating businesses with CAT for 18 years. In the past, the Company had paid revenue share of more than THB 100,000 million to CAT. The commercial provision of 3G services using the 850 MHz frequency band would mutually benefi t the Company and CAT, subscribers and all shareholders. The Company sincerely hoped for a successful negotiation with CAT regarding such matter. There were no further questions or comments from the shareholders. This Agenda was for the Meeting s acknowledgement. Therefore, the shareholders were not required to vote. The Chairman concluded that the Meeting acknowledged the progress of the Company s HSPA upgrade or 3G network upgrade using the 850 MHz frequency band under the Agreement to Operate Cellular Telephone Services. Item 2 Approval / ratification of the lawsuit filed by the Company against CAT Telecom Public Company Limited and its Board of Directors on 25 April 2011 before the Central Administrative Court with a view to protecting the interests of the Company s shareholders, consumers and its relevant stakeholders The Chairman informed the Meeting that the Company had fi led a complaint against CAT and its Board of Directors on 25 April 2011 before the Central Administrative Court, requesting the Court to revoke CAT s Board of Directors resolution approving the entry into HSPA agreements with True Corporation Public Company Limited Group ( True Group ) (the HSPA agreements ) and to order CAT to cancel the HSPA agreements and not to undertake any obligations under the HSPA agreements as the entry into the HSPA agreements had not been in compliance with a number of legislations, namely Section 46 of the Frequency Act B.E (2010) (the Frequency Act ), the State-Private Participation Act B.E (1992) (the State-Private Participation Act ) and the relevant competition laws requirements. In addition, the Company also requested the Court to issue a suspension or injunction order requiring CAT to refrain from undertaking its obligations under the HSPA agreements in relation to the upgrading of the HSPA network until the Court reached its fi nal judgment or ordered otherwise. The Company had fi led the complaint because the entry into the HSPA agreements was unlawful and such unlawfulness affected the Company s and the public s interests. The Company was of the view that the entry into the HSPA agreements was discriminatory as the Company was precluded from CAT s 3G auction process as CAT had never conducted a public 25

27 auction under the State-Private Participation Act. In addition, the reseller arrangement required CAT to sell at least 80 per cent. of its network capacity to True Group (i.e. Real Move Co., Ltd.) and further precluded CAT from selling the remaining 20 per cent. to operators with signifi cant market power, such as the Company and Advanced Info Service Public Company Limited. In addition, the entry into the HSPA agreements affected the public s interests as it could lead to a monopoly on a wireless broadband market which would be bad for the consumers resulting in an uneven level playing fi eld, and destroying the telecommunication system that was moving towards the licensing requirement. The state would also suffer losses from the entry into the HSPA agreements as the value of the 850 MHz frequency band was not taken into account for the entry into the HSPA agreements. Furthermore, both CAT and its Board of Directors should act as a good precedent in complying with the relevant laws. Given that the losses of the affected parties could not be restored if the HSPA agreements would subsequently be cancelled, the Company considered that it would be in the best interests of the Company and the affected parties that any actions under the HSPA agreements be suspended now. On 19 May 2011, the Company marked an important step forward for the Thai telecommunications industry. The Court had accepted the Company s complaint on the illegality of CAT s Board of Directors resolution approving the entry into the HSPA agreements. The Court, however, did not accept the Company s complaint on the cancellation of the HSPA agreements, etc. As a result, the Court did not accept the Company s request for an injunction order, which was aimed to restrain widespread damages to the Thai telecommunications industry. The Company was, currently, determining its next course of action. In this regard, the Company would like its shareholders support by approving / ratifying the management decision to fi le and pursue the complaint against CAT and its Board of Directors regarding the entry into the HSPA agreements for the purpose of protecting the Company, its shareholders and all stakeholders in the Thai telecommunications industry, Thai consumers and the State s interests, and ultimately, for the lawful and sustainable development of the Thai telecommunications industry. The Company s action against CAT and its Board of Directors regarding the entry into the HSPA agreements itself was not a solution for the current dead-lock in the Thai telecommunications industry. The Company believed that the auction of the 3G licence using the 2.1 GHz frequency band, which would effectively start the licensing regime where all operators would compete under the same rules and regulations, would be a long term solution for all. As such, the Company urged the NBTC, once formed, to conduct the auction of the 3G licence using the 2.1 GHz frequency band without delay. Mr. Thong-in Saeng-ngarm, a shareholder, asked about the illegality of the HSPA agreements. He commented that CAT could enter into the HSPA agreements or proceed with the procurement under the Regulation of the Offi ce of the Prime Minister on Procurement. Mrs. Veeranuch Kamolyabutr and Mr. Soonthorn Pokachaiyapat responded, in summary, that the State-Private Participation Act stipulated that prior to entering into any co-investment agreement allowing a private undertaking to take benefi t of the state s property having a value in excess of THB 1 billion, a state-owned enterprise must seek cabinet approval in accordance with the procedure prescribed by the State-Private Participation Act, including an invitation to private undertakings to participate and an appointment of a committee to select a private undertaking to participate. The Company was of the opinion that the entry into the HSPA agreements was a type of such co-investment agreement because CAT allowed only one private undertaking to use the 850 MHz frequency band, a state s property, by way of profi t sharing and the NBTC 26

28 estimated the 850 MHz frequency band to be worth two to three times more than the 2.1 GHz frequency band. The value of such co-investment agreement would, therefore, certainly far exceed THB 1 billion. As a result, the entry into the HSPA agreements had to be done in accordance with the State-Private Participation Act in addition to complying with the Regulation of the Offi ce of the Prime Minister on Procurement. In addition, Section 46 of the Frequency Act stipulated that a licensee to use the frequency to operate a telecommunication business must operate such business him/herself, and cannot authorise, whether wholly or partly, or allow another person to operate such business on his/her behalf. The objective of the provision was to prevent a person who had no capability or intention to operate the telecommunication business from making profi t of the frequency. In addition, the Company was of the opinion that the HSPA agreements contains terms and conditions which gave rise to uneven level playing field for operators in the Thai telecommunication industry. This was because CAT allowed True Group to use the 850 MHz frequency band with an agreement to pay compensation, as appeared in the newspaper, for a period of 14.5 years in the total amount of THB 14,000 million, which was rather low comparing with the value of the 850 MHz frequency band mentioned above. As a result, True Group would have low operating costs, causing other operators, including the Company, to be at a signifi cant competitive disadvantage, which would eventually lead to a monopoly of the market in the future. Mrs. Karuna Aksarawut, a shareholder, commented that the shareholders should ratify the fi ling of the lawsuit undertaken by the management of the Company, and enquired how much the legal costs were. In addition, Mrs. Karuna Aksarawut suggested that the Company cooperate with Advanced Info Service Public Company Limited ( AIS ) in fi ling the lawsuit because AIS, as a major operator, was also likely to suffer damages. In addition, a proxy of Ms. Sawitri Saengchansomporn questioned whether CAT was a private company or a state-owned enterprise, and whether it was an operator or a regulator, and whether the frequency which CAT gave to Hutchison CAT Wireless Multi-Media Ltd. and later to True Group was CAT s property, in order to consider whether the Company has the right to fi le the lawsuit against CAT and its Board of Directors. Furthermore, the proxy of Ms. Sawitri Saengchansomporn commented that the Company should also consider the impact on the Company and its fi nancial statements should there be a countersuit. The Chairman responded that CAT was a state-owned enterprise, of which the Ministry of Finance was the major shareholder. Originally, CAT was a regulator. However, after the establishment of the National Telecommunications Commission (NTC) or the NBTC, CAT was merely an operator but still had the status of a state-owned enterprise. The frequency that CAT gave to True Group was the state s property. Mr. Jon Travis Eddy further responded and Mr. Wansit Saiyawan translated his response in summary that the objective of the Company s fi ling of the lawsuit was to protect the interests of the shareholders. The Company wished for Thailand to have a stable and clear regulatory system in order to protect the shareholders and the Company s investment in the telecommunications industry in the long run. Furthermore, the entering into the HSPA agreements would cause the state to lose its revenue, and would have a negative impact on the overall Thai telecommunications industry and the country. Mrs. Veeranuch Kamolyabutr added that currently the Company was considering its next course of action, which included an appeal to the Supreme Administrative Court on the Court s rejection of the Company s complaint. The lawsuit s objective was to protect the right of the shareholders and the interest of the Company; therefore, the legal expenses were incomparable to the damages that the shareholders or the Company would suffer. Nevertheless, the Company was monitoring the legal expenses in such matter. Furthermore, the decision to fi le a lawsuit was under the discretion of the Board of Directors and the management of each company. The Company could not intervene in AIS s decision on such matter. 27

29 Mr. Supoj Uea-chailertkul commented that all operators should disclose details of their concession agreements to the public. He also asked whether it was possible for the Company to request the Court to order CAT to disclose the HSPA agreements. In addition, Mr. Supoj Uea-chailertkul also asked whether the Company would withdraw the lawsuit if CAT allowed the Company to jointly operate the 3G network using the 850 MHz frequency band in the same manner as True Group. Mrs. Veeranuch Kamolyabutr responded that the Company, as a party to the case, had already received a copy of some of the HSPA agreements from the Court. However, the Company could not disclose such agreements to the shareholders. Nevertheless, shareholders could request for a copy of such agreements from CAT, which was a state agency according to the Offi cial Information Act B.E (1997), directly. The Chairman added that, at present, the Company could not provide an answer on its course of action should CAT allow the Company to jointly operate the 3G network using CAT s 850 MHz frequency band in the same manner as True Group. Mr. Surapol Srangsomwong further added, and explained details of the lawsuit in the capacity as a lawyer of the case, that the fi ling of the lawsuit was a presentation of the facts for the Court s consideration whether there was an action which the Company believed to be unlawful. The Court would then consider whether such an action was unlawful. Neither CAT nor its Board of Directors could fi le a countersuit against the Company, and the shareholders would not have any legal obligations with respect to this lawsuit. In addition, the Court did not accept the Company s petition of certain allegations because the Court was of the opinion that the Company could fi le a lawsuit requesting the Court to revoke CAT s Board of Directors resolution approving the entry into the HSPA agreements. However, the Company, which was a third party, could not fi le a lawsuit requesting the court to order CAT to cancel the HSPA agreements entered into by the parties pursuant to such resolution. If the Company suffered damages as a result of the entry into the HSPA agreements, the Company could fi le a claim for damages as a result thereof. A proxy of Ms. Sawitri Saengchansomporn enquired about the amount of damages the Company would claim if it won the case, the impact on the Company s future cash fl ow if it were to provide 3G services using the 850 MHz frequency band, and the Company s next course of action if it were to lose the case. Mrs. Veeranuch Kamolyabutr responded that, as mentioned above, the Court s decision regarding the entry into the HSPA agreements was not the solution to the current problem in Thai telecommunications industry. The Company wished to see a free and fair competition in order for all operators to compete fairly and equally under the licensing regime. Mr. Jon Travis Eddy further explained and Mr. Wansit Saiyawan translated his explanation in summary that the HSPA upgrade or 3G network upgrade using the 850 MHz frequency band was already factored in the Company s budget. Therefore, the Company did not expect it to have any impact on the Company s cash fl ow in the near future. However, the entry into the HSPA agreements between CAT and True Group might have an impact on the Company in the long run because the Company might found itself in an unfair and unequal competition, with higher costs of operation, which might eventually have an impact on the Company s revenue and cash fl ow. Mr. Thara Chonpranee, a shareholder, commented that the Company should provide details of the Court s order or the progress of the case to the shareholders for consideration before the Meeting. He also proposed that the resolution of this Agenda be passed to approve and ratify the fi ling of the lawsuit and actions taken thereafter against CAT and its Board of Directors, as well as any further actions to be taken in relation thereto as the Company deemed appropriate. Assoc. Prof. Wanpen Tabtimtong further commented that the Company should provide documents prepared by the Thailand Development Research Institute (TDRI), which was a third party that had studied details of such matter, to the shareholders for better understanding. 28

30 Ms. Maliwan Jitreeyatitham, a shareholder, asked whether the expense of the lawsuit would affect the dividend payment, and whether or not the Company could provide 3G services using the 850 MHz frequency band during the lawsuit. The Chairman responded that the lawsuit would not affect the Company s dividend payment, and currently the Company had already been testing the 3G services on the 850 MHz frequency band but had not yet provide commercial services. Mr. Jon Travis Eddy further responded and Mr. Wansit Saiyawan translated his response in summary that, the lawsuit and the provision of 3G services using the 850 MHz frequency band were different matters. Currently, the Company was negotiating with CAT and the NBTC for approval to provide 3G services using the 850 MHz frequency band commercially as mentioned in Agenda 1 and the Court process would take quite a period of time. There were no further questions or comments from the shareholders. The Chairman proposed that Meeting consider and approve / ratify the fi ling of the lawsuit and actions taken thereafter, by the Company against CAT and its Board of Directors on 25 April 2011 before the Central Administrative Court, and any further actions to be taken by the Company in relation thereto. The Meeting considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 1,650,746,629 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 62,216 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 175,553,545 shares, representing approximately 9.61 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 280,200 shares, representing approximately 0.02 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote. Resolutions: The Meeting approved / ratifi ed, with a majority vote of the shareholders who attended the Meeting and were entitled to vote, the fi ling of the lawsuit and actions taken thereafter, by the Company against CAT and its Board of Directors on 25 April 2011 before the Central Administrative Court, and any further actions to be taken by the Company in relation thereto as proposed in all respect. Item 3 Approval of the authorisation to the Company to act on behalf of minority shareholders to obtain information in relation to the entering into the HSPA agreements between CAT Telecom Public Company Limited and True Corporation Public Company Limited Group The Chairman informed the Meeting that since a number of shareholders requested the Company to act on behalf of the minority shareholders to obtain information in relation to the entry into the HSPA agreements, the Company deemed it necessary to vote on such matter. In this regard, the Chairman invited Mrs. Veeranuch Kamolyabutr to explain details of the voting requirement. Mrs. Veeranuch Kamolyabutr explained to the Meeting that the Public Limited Company Act stipulated that shareholders holding not less than one-third of the total issued shares of the Company may request the Meeting to consider additional matters other than those specifi ed in the notice of the Meeting. It appeared that there were shareholders holding not less than 29

31 one-third of the total issued shares of the Company requesting an addition of another agenda to consider and approve the authorisation to the Company to act on behalf of the minority shareholders to obtain information in relation to the entry into the HSPA agreements. Therefore, Mrs. Veeranuch Kamolyabutr concluded that the Meeting had approved the addition of another agenda, and requested that the Meeting consider and approve such matter and if the shareholders resolved, with majority votes, in favour of this proposed matter, the Company would like to request shareholders, wishing to receive information regarding the entry into the HSPA agreements, to provide their names and contact details to the Company s staff. There were no questions or comments from the shareholders. The Meeting considered and voted as follows: Approved: Disapproved: Abstained: Invalid ballots: 1,786,485,276 shares, representing approximately per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 3,898,114 shares, representing approximately 0.21 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 35,984,100 shares, representing approximately 1.97 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 275,100 shares, representing approximately 0.02 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote. Resolutions: The Meeting approved, with a majority vote of the shareholders who attended the Meeting and were entitled to vote, the authorisation to the Company to act on behalf of the requested shareholders to obtain information in relation to the entering into the HSPA agreements between CAT and True Group pursuant to the applicable laws. The Chairman invited the shareholders to ask questions or comment before he declared the Meeting adjourned. There were no questions or comments from the shareholders. The Chairman thanked the shareholders for attending the Meeting and sharing their valuable views with the Company, and declared the Meeting adjourned. The Meeting was adjourned at hours. Signed (Mr. Boonchai Bencharongkul) Chairman of the Board Chairman of the Meeting Signed -signature- -signature- (Mrs. Veeranuch Kamolyabutr) Company Secretary 30

32 Director Candidate Profiles Enclosure 4 Supplement to Agenda 6 Name Mr. Soonthorn Pokachaiyapat Nationality Thai Age 74 years Education Bachelor of Law, Thammasat University Training Director Accredited Program AP, Batch 48, Year 2005 Proposed type of directorship Independent Director Years of directorship 12 years Meeting attendance 7 of 7 Shareholding interests in the Company Positions in other listed companies Vice Chairman, Wave Entertainment Plc. Positions in non-listed companies Positions in companies having conflict of interest Other interests in the Company, major shareholders, or group companies Nil 1 company 3 companies No No Work experience Year Position Company 2005 present Vice Chairman Wave Entertainment Plc present Advisor Five Star Production Co., Ltd Chairman of the Executive Committee Thai Airways International Plc present Independent director, member of Audit Committee and member of Remuneration Committee Total Access Communication Plc Director Telephone Organisation of Thailand (currently known as TOT Plc.) Chairman State Railway of Thailand 1974 Present Advisor Bangkok Entertainment Co., Ltd Present Director and Head Chaiyapat Law Offi ce 31

33 Name Nationality Age Education Training Mr. Boonchai Bencharongkul Thai 57 years Honorary Doctoral Degree in Economic Science, Ramkhamhaeng University, Thailand B.Sc. in Management, Northern Illinois University, USA Role of the Chairman Program (11/2005) by Thai Institute of Directors Association (IOD) Proposed type of directorship Director Years of directorship 22 years Meeting attendance 7 of 7 Shareholding interests in the Company 10 shares or 0.00% Positions in other listed companies Positions in non-listed companies Positions in companies having conflict of interest Director, Benchachinda Holding Co., Ltd. (holding company) Director, Connect One Co., Ltd. (content provider) Director, I.N.N. Press Co., Ltd. (publishing) Director, I.N.N. Radio Co., Ltd. (radio news) No 22 companies Director, International Cold Storage and Agricultural Co., Ltd. (property management) Director, Private Property Co., Ltd. (property management) Director, Bangsaen Townhouse Co., Ltd. (real estate) Work experience Year Position Company 1990 present Chairman of the Board of Directors Total Access Communication Plc present Chairman of the Board of Directors Benchachinda Holding Co., Ltd present Chairman of the Board of Directors Private Property Co., Ltd present Chairman Ruam Duay Chuay Kan Sam Nuek Rak Ban Kerd Foundation 2001 present Chairman Ruam Duay Chuay Kan Co-Operative Limited Director United Distribution Business Co., Ltd Chief Executive Offi cer and President United Communication Industry Plc Chief Executive Offi cer Total Access Communication Plc. 32

34 Name Nationality Age Education Mrs. Chananyarak Phetcharat Thai 48 years Master Degree in Management Information System, West Virginia University, USA Certifi cate, Special Management Program, Marshall University, USA Bachelor Degree in Business Management majoring in Accounting, Ramkhamhaeng University Training Director Accredited Program AP, Batch 49, Year 2004 Proposed type of directorship Years of directorship Meeting attendance Independent Director 5 months 1 of 7 (Mrs. Chananyarak Phetcharat was appointed as director on 5 September 2011 in place of Mr. Knut Borgen and attended the one meeting that was held after her appointment) Shareholding interests in the Company 6,000 shares or 0.00% Positions in other listed companies Positions in non-listed companies Positions in companies having conflict of interest Other interests in the Company, major shareholders, or group companies No 1 company No No Work experience Year Position Company 2011 present Independent Director Total Access Communication Plc present Managing Director DHL Express International (Thailand) Ltd Country Manager, Mobile Devices Sector Motorola (Thailand) Ltd. 33

35 Name Mr. Stephen Woodruff Fordham Nationality British Age 61 years Education MA Jurisprudence, Oxford University, UK Training - Proposed type of directorship Independent Director Years of directorship 5 years Meeting attendance 3 of 7 Shareholding interests in the Company Positions in other listed companies Positions in non-listed companies Positions in companies having conflict of interest Other interests in the Company, major shareholders, or group companies Nil No 1 company No No Work experience Year Position Company 2007 present Independent Director, Chairman of Remuneration Committee, and Member of Audit Committee Total Access Communication Plc present Partner Wikborg Rein Consultant Watson, Farley & Williams Managing Director Argonaut Shipping Pte Ltd Partner Sinclair Roche & Temperley 34

36 Qualifications of Independent Directors Enclosure 5 Supplement to Agenda 6 An independent director must possess independency and must have the following qualifi cations in accordance with the requirements of the Thai Securities and Exchange Commission and the Stock Exchange of Thailand: 1. Holding shares not exceeding one per cent of the total voting shares of the Company, its parent company, subsidiary, affi liate or juristic person which may have confl icts of interest, including shares held by related persons of the independent director; 2. Not being or having been an executive director, employee, staff, advisor who receives regular salary, or controlling person of the Company, its parent company, subsidiary, affi liate or juristic person which may have confl icts of interest, unless such characteristic ceases at least two years prior to the date of appointment; 3. Not being a person related by blood or legal registration, such as father, mother, spouse, sibling and children, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling person of the Company or its subsidiary; 4. Having no business relationship with the Company, its parent company, subsidiary, affi liate or juristic person which may have confl icts of interest, in a manner which may interfere with his independent judgement, and not being or having been a major shareholder, non-independent director, executive of any person having business relationship with the Company, its parent company, subsidiary, or juristic person which may have confl icts of interest, unless such characteristic ceases at least two years prior to the date of appointment; 5. Not being or having been an auditor of the Company, its parent company, subsidiary, affi liate or juristic person which may have confl icts of interest, and not being a major shareholder, nonindependent director, executive, or managing partner of the audit fi rm in which the auditor of the Company, its parent company, subsidiary, affi liate or juristic person which may have confl icts of interest is employed, unless such characteristic ceases at least two years prior to the date of appointment; 6. Not being or having been any professional advisor, including legal advisor or fi nancial advisor which receives service fee of more than THB two million per year from the Company, its parent company, subsidiary, affi liate or juristic person which may have confl icts of interest, and not being a major shareholder, non-independent director, executive, or managing partner of the professional advisor which is a juristic person, unless such characteristic ceases at least two years prior to the date of appointment; 7. Not being a director appointed as representative of a director of the Company, its major shareholder, or shareholder which is a related person of the major shareholder of the Company; and 8. Not having any characteristics which render him incapable of expressing independent opinion regarding the Company s business operation. 35

37 Registration Documents Enclosure 6 1 Attendance in person - The registration form (Enclosure 7); and - An original offi cial identifi cation card, such as personal identifi cation card, driver licence, or passport. 2 Attendance by proxy 2.1 Shareholder being a natural person - The registration form (Enclosure 7); - A duly completed proxy form, signed by the shareholder and the proxy representative, together with THB 20 stamp duty; - A copy of the shareholder s offi cial identifi cation card, such as personal identifi cation card, driver licence or passport, certifi ed by the shareholder; and - An original official identification card of the proxy representative, such as personal identifi cation card, driver licence or passport. 2.2 Shareholder being a juristic person registered in Thailand - The registration form (Enclosure 7); - A duly completed proxy form, signed by the authorised signatory(s) of the shareholder and the proxy representative, together with the seal affi xed (if required) and THB 20 stamp duty; - A copy of the affi davit or certifi cate of incorporation of the shareholder issued by the Ministry of Commerce or relevant agency not more than three months prior to the date of the Meeting, certifi ed by the authorised signatory(s) of the shareholder, together with the seal affi xed (if required); - A copy of the authorised signatory(s) s official identification card, such as personal identifi cation card, driver licence or passport, certifi ed by the authorised signatory(s); and - An original official identification card of the proxy representative, such as personal identifi cation card, driver licence or passport. 2.3 Shareholder being a juristic person registered overseas - The registration form (Enclosure 7); - A duly completed proxy form, signed by the authorised signatory(s) of the shareholder and the proxy representative, together with the seal affi xed (if required) and THB 20 stamp duty; - A copy of the certifi cate of incorporation or equivalent constitutional document(s) of the shareholder issued by the relevant agency, containing the name of the shareholder, its registered address, and name(s) of the authorised signatory(s) and his authority, certifi ed by the authorised signatory(s) of the shareholder, together with the seal affi xed (if required); - A copy of the authorised signatory(s) s official identification card, such as personal identifi cation card, driver licence or passport, certifi ed by the authorised signatory(s); - An original official identification card of the proxy representative, such as personal identifi cation card, driver licence or passport; and 36

38 - English translation is required for any original document which is not in English and such translation must be certifi ed by the authorised signatory(s) of the shareholder. Shareholders who wish to appoint a proxy may appoint Mr. Chulchit Bunyaketu, an independent director and Chairman of the Audit Committee, as their proxy. Profi le of Mr. Chulchit Bunyaketu is set out in Enclosure 10. Shareholders may send the duly completed proxy form, together with the above documents, to the registered offi ce 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, so that offi cers of the Company are given enough time to check the documentation, or shareholders may submit the same at the venue of the Meeting. 37

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40 Proxy Form B Enclosure 8 Duty Stamp THB 20 Written at Date (1) I/We Nationality residing at Road Sub-district District Province Postal code (2) Being the shareholder of Total Access Communication Public Company Limited, holding a total of shares, with the voting rights equal to votes as follows: ordinary share shares, with the voting rights equal to votes preference share shares, with the voting rights equal to votes (3) Hereby appoint: 1. Age years residing at Road Sub-district District Province Postal code ; or 2. Age years residing at Road Sub-district District Province Postal code ; or 3. Age years residing at Road Sub-district District Province Postal code, anyone of them as my/our proxy to attend and vote on my/our behalf at the 2012 Annual General Meeting of Shareholders (the Meeting ) to be held on Friday, 30 March 2012 at a.m. (Bangkok time) at Napalai Ballroom, Dusit Thani Bangkok, 946 Rama IV Road, Bangkok 10500, Thailand, or such other date, time and place as the meeting may be adjourned. 39

41 (4) I/We therefore authorised the proxy to vote on my/our behalf in the Meeting as follows: Agenda 1 Adoption of the Minutes of the 2011 Annual General Meeting of Shareholders held on 21 April 2011 (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: votes Agenda 2 For Against Abstain Adoption of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2011 held on 31 May 2011 (a) (b) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain Agenda 3 Acknowledgement of the Annual Report on the business operations of the Company for 2011 (a) (b) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain Agenda 4 Approval of the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2011 (a) (b) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain Agenda 5 Approval of the annual dividend payment for 2011 and acknowledgement of the special interim dividend payment (a) (b) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain 40

42 Agenda 6 Approval of the election of directors (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: Elect all nominated candidates For Against Abstain Elect individual nominated candidates Mr. Soonthorn Pokachaiyapat For Against Abstain Mr. Boonchai Bencharongkul For Against Abstain Mrs. Chananyarak Phetcharat For Against Abstain Mr. Stephen Woodruff Fordham For Against Abstain Agenda 7 Approval of the remuneration of directors for 2012 (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain Agenda 8 Approval of the appointment of auditors of the Company and fixing their remuneration (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain 41

43 (5) Voting of proxy in any agenda that is not as specifi ed in this proxy shall be considered as in valid and not signify my voting as a shareholder. (6) In case I/we have not specifi ed, or not clearly specifi ed, my/our voting instruction in any agenda, or in case the Meeting considers or passes any resolutions other than those specifi ed above, including any amendment or addition of any fact, the proxy shall have the rights to consider and vote on my/our behalf as he/she may deem appropriate in all respects. Any actions undertaken by the proxy at the Meeting, except where the proxy did not vote as per my/ our instruction, shall be deemed as had been undertaken by me/us in all respects. Signature Grantor ( ) Signature Proxy ( ) Signature Proxy ( ) Signature Proxy ( ) Note: 1. A shareholder shall appoint only one proxy to attend and vote at the Meeting and may not divide his/her shares into portions to more than one proxy in order to divide his/her votes. 2. In the agenda regarding election of new directors, the whole set of nominated candidates, or any individual nominated candidates, can be elected. 3. In case there are other agenda other than those specifi ed above, the grantor of the proxy shall use the Supplement to Proxy Form B attached herewith to specify the additional agenda. 42

44 Supplement to Proxy Form B The appointment of proxy by a shareholder of Total Access Communication Public Company Limited for the 2012 Annual General Meeting of Shareholders (the Meeting ) to be held on Friday, 30 March 2012 at a.m. (Bangkok time) at Napalai Ballroom, Dusit Thani Bangkok, 946 Rama IV Road, Bangkok 10500, Thailand, or as such other date, time and place as the Meeting may be adjourned. Agenda Subject (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain Agenda Subject (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain Agenda Subject (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: For Against Abstain Agenda 5 Approval of the election of director (continued) Name Name Name For Against Abstain For Against Abstain For Against Abstain 43

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46 Proxy Form C Enclosure 9 Duty Stamp THB 20 Written at Date (1) I/We Nationality residing at Road Sub-district District Province Postal code as the custodian of who is a shareholder of Total Access Communication Public Company Limited, holding a total of shares, with the voting rights equal to votes as follows: ordinary share shares, with the voting rights equal to votes preference share shares, with the voting rights equal to votes (2) Hereby appoint: 1. Age years residing at Road Sub-district District Province Postal code ; or 2. Age years residing at Road Sub-district District Province Postal code ; or 3. Age years residing at Road Sub-district District Province Postal code, anyone of them as my/our proxy to attend and vote on my/our behalf at the 2012 Annual General Meeting of Shareholders (the Meeting ) to be held on Friday, 30 March 2012 at a.m. (Bangkok time) at Napalai Ballroom, Dusit Thani Bangkok, 946 Rama IV Road, Bangkok 10500, Thailand, or such other date, time and place as the meeting may be adjourned. 45

47 (3) I/We therefore authorised the proxy to vote on my/our behalf in the Meeting as follows: To grant proxy according to the total number of shares held and having the right to vote To grant proxy in partial portions: ordinary share shares, with the voting rights equal to votes preference share shares, with the voting rights equal to votes Totalling vote(s). (4) I/We therefore authorised the proxy to vote on my/our behalf in the Meeting as follows: Agenda 1 Adoption of the Minutes of the 2011 Annual General Meeting of Shareholders held on 21 April 2011 (a) (b) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. The proxy shall have the right to vote according to my/our instruction as follows: votes Agenda 2 For votes Against votes Abstain votes Adoption of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2011 held on 31 May 2011 (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: votes Agenda 3 For votes Against votes Abstain votes Acknowledgement of the Annual Report on the business operations of the Company for 2011 (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: votes Agenda 4 For votes Against votes Abstain votes Approval of the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2011 (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: votes For votes Against votes Abstain votes 46

48 Agenda 5 Approval of the annual dividend payment for 2011 and acknowledgement of the special interim dividend payment (a) (b) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. The proxy shall have the right to vote according to my/our instruction as follows: votes Agenda 6 For votes Against votes Abstain votes Approval of the election of directors (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: Elect all nominated candidates votes For votes Against votes Abstain votes Elect individual nominated candidates Mr. Soonthorn Pokachaiyapat votes votes votes For votes Against votes Abstain votes Mr. Boonchai Bencharongkul For votes Against votes Abstain votes Mrs. Chananyarak Phetcharat For votes Against votes Abstain votes Mr. Stephen Woodruff Fordham For votes Against votes Abstain votes votes Agenda 7 Approval of the remuneration of directors for 2012 (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: votes For votes Against votes Abstain votes 47

49 Agenda 8 Approval of the appointment of auditors of the Company and fixing their remuneration (a) (b) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. The proxy shall have the right to vote according to my/our instruction as follows: For votes Against votes Abstain votes votes (5) Voting of proxy in any agenda that is not as specifi ed in this proxy shall be considered as in valid and not signify my voting as a shareholder. (6) In case I/we have not specifi ed, or not clearly specifi ed, my/our voting instruction in any agenda, or in case the Meeting considers or passes any resolutions other than those specifi ed above, including any amendment or addition of any fact, the proxy shall have the rights to consider and vote on my/our behalf as he/she may deem appropriate in all respects. Any actions undertaken by the proxy at the Meeting, except where the proxy did not vote as per my/ our instruction, shall be deemed as had been undertaken by me/us in all respects. Signature Grantor ( ) Signature Proxy ( ) Signature Proxy ( ) Signature Proxy ( ) Note: 1. Only shareholders whose names appeared on the registration book as foreign investors and who have appointed a custodian in Thailand as depositor of their shares may use this Proxy Form C. 2. Evidence to be enclosed with the Proxy Form are: (1) a power of attorney from the shareholder authorising the custodian to execute the Proxy Form on behalf of the shareholder; and (2) a letter of certifi cation confi rming that the signatory on the Proxy Form is licensed to engaged in the custodian business. 3. A shareholder shall appoint only one proxy to attend and vote at the Meeting and may not divide his/her shares into portions to more than one proxy in order to divide his/her votes. 4. In the agenda regarding election of new directors, the whole set of nominated candidates, or any individual nominated candidates, can be elected. 5. In case there are other agenda other than those specifi ed above, the grantor of the proxy shall use the Supplement to Proxy Form C attached herewith to specify the additional agenda. 48

50 Supplement to Proxy Form C The appointment of proxy by a shareholder of Total Access Communication Public Company Limited for the 2012 Annual General Meeting of Shareholders (the Meeting ) to be held on Friday, 30 March 2012 at a.m. (Bangkok time) at Napalai Ballroom, Dusit Thani Bangkok, 946 Rama IV Road, Bangkok 10500, Thailand, or as such other date, time and place as the Meeting may be adjourned. Agenda Subject (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: For votes Against votes Abstain votes Agenda Subject (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: For votes Against votes Abstain votes Agenda Subject (a) The proxy shall have the right to consider and vote on my/our behalf as he/she deems appropriate in all respects. (b) The proxy shall have the right to vote according to my/our instruction as follows: For votes Against votes Abstain votes Agenda 5 Approval of the election of director (continued) Name Name Name For votes Against votes Abstain votes For votes Against votes Abstain votes For votes Against votes Abstain votes 49

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52 Profile of Independent Director Proposed to Serve as Proxy Enclosure 10 Name Nationality Age Address Education Mr. Chulchit Bunyaketu Thai 68 years 257/108 Soi Saisin Prachachuen Road Bangsue, Bangkok Master of Arts in Political Science, Kent State University, USA Bachelor of Law, Chulalongkorn University Training Director Accreditation Program (DAP) (38/2005), Thai Institute of Directors Association Years of directorship 12 years Meeting attendance 7 of 7 Shareholding interests in the Company Positions in other listed companies Positions in non-listed companies Positions in companies having conflict of interest Nil No 1 companies Group Deputy Chairman, King Power International Group Co., Ltd. The Company enters into a space rental agreement to open a service hall at Suvarnabhumi Airport. The rent was THB 2.7 million in Other interests in the Company, major shareholders, or group companies Interests in meeting agenda Agenda 7 Approval of the remuneration of directors for 2012 Work experience Year Position Company No 2006 present Independent director, Chairman of Audit Committee, and Member of Remuneration Committee Total Access Communication Plc present Group Deputy Chairman King Power International Group Co., Ltd present Independent Director Total Access Communication Plc Managing Director Thai Oil Power Co., Ltd Managing Director Thai Oil Co., Ltd Deputy Managing Director Thai Oil Co., Ltd. 51

53 Articles of Association concerning Shareholders Meeting Enclosure 11 1 Convening of a meeting Article 35 Article 36 The Board of Directors shall arrange a shareholder meeting as an Annual General Meeting to be held within 4 months from the last day of the fi nancial year of the Company. Any other shareholder meeting shall be called an Extraordinary General Meeting. The Board of Directors may call such meeting at any time the board considers it expedient to do so. Shareholders holding shares amounting to not less than one-fi fth of the total number of shares sold or shareholders numbering not less than 25 persons holding shares amounting to not less than one-tenth of the total number of shares sold may submit their names in a written notice requesting the Board of Directors to call an Extraordinary General Meeting at any time, but the purposes and reasons for calling such meeting shall be clearly stated in such notice. In this respect, the Board of Directors shall arrange a shareholder meeting to be held within one month from the date of receipt of such notice from the said shareholders. In calling for a shareholder meeting, the Board of Directors shall prepare a notice of the meeting indicating the place, date, time, agenda, and matters to be proposed to the meeting together with appropriate details by clearly specifying that such matters are for acknowledgment, approval, or consideration, as the case may be, including the Board of Directors opinion on the said matters. The Company shall inform in writing the details of the meeting to any stock exchange where the Company s shares were registered for buying and selling not less than 14 days prior to the meeting date and shall send the notice of the meeting to the shareholders and the Registrar not less than 7 days prior to the meeting date. Such notice of the meeting shall be published in a newspaper for 3 consecutive days, at least 3 days prior to the meeting date. 2 Quorum Article 37 In a shareholder meeting, in order to constitute a quorum, there shall be shareholders or proxies (if any) attending the meeting amounting to not less than 25 persons, or one-half of the total number of shareholders, holding not less than onethird of the total number of shares sold. A proxy need not be a shareholder of the Company. An instrument appointing a proxy shall be made in writing, signed by the shareholder and in a form as specifi ed by the Registrar. An instrument appointing a proxy shall be deemed that the shareholder delegated the rights to demand or join in demanding a poll, to remove or amend any resolution of the meeting and to speak at the meeting. A proxy shall be entitled to vote on any matter at the shareholder meeting. If within an hour from the time fi xed for the shareholders meeting, the quorum prescribed by the fi rst paragraph is not constituted, the meeting, if called upon the requisition of the shareholders, shall be dissolved. If such meeting is called other than by the shareholders requisition, another meeting shall be called and a notice of the meeting shall be sent to the shareholders at least 7 days prior to the meeting date. At such meeting, no quorum shall be necessary. 52

54 3 Voting Article 38 The resolutions of the shareholder meeting shall be passed in the following manners: (1) in the ordinary event, a majority vote of shareholders who attend the meeting and are entitled to vote which shall be count one vote for each share. In the case of a tied vote, the Chairman of the meeting shall have a casting vote; and (2) in the following events, a vote of not less than three-quarters of the total number of votes of shareholders who attend the meeting and are entitled to vote which shall be count one vote for each share: (a) (b) (c) the sale or transfer of the whole or the substantial part of the Company s business to any other person; the purchase or acceptance of any transfer of the business of other companies or private companies; and the entering into, alteration or termination of any agreement concerning the lease, in whole or in substantial part, of the Company s business, the assignment to any person for the management of the Company s business, or the merger with any other person for the purpose of profi t and loss sharing. 53

55 Map of Dusit Thani Bangkok Enclosure 12 Directions By car : Entrance available on Silom Road and Rama IV Road By train : Exit at BTS Sala Daeng Station or MRT Silom Station By bus : Bus nos. 15, 45, 46, 50, 77 and PorOr. 76, 77, 115, 504, 514, 544,

56 Total Access Communication Public Company Limited 22 nd 41 st Fl., 319 Chamchuri Square Bldg, Phayathai Road, Pathumwan, Bangkok 10330, Thailand Tel: Fax: