(Translation)
Minutes of the 2012 Annual General Meeting of Shareholders
of
Total Access Communication Public Company Limited
The 2012 Annual General Meeting of Shareholders (the “Meeting”) was held on Friday, 30 March
2012 at Napalai Ballroom, Dusit Thani Bangkok, 946 Rama IV Road, Bangkok, Thailand.
The Meeting began at 10.15 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. Gunnar Johan Bertelsen
Director
5. Mr. Jon Travis Eddy
Director and Chief Executive Officer
6. Mr. Soonthorn Pokachaiyapat
Independent Director, Member of the Audit Committee
and Member of the Remuneration Committee
7. Mr. Lars Erik Tellmann
Director and Member of the Remuneration Committee
8. Mr. Morten Tengs
Director and Member of the Remuneration Committee
Management
1. Dr. Darmp Sukontasap
Chief Corporate Affairs Officer
2. Mr. Chaiyod Chirabowornkul
Chief Customer Officer
3. Mr. Prathet Tankuranun
Senior Vice President, Network Operations
4. Mrs. Veeranuch Kamolyabutr
Senior Vice President, Legal Division and Company
Secretary
5. Ms. Aroonporn Kanchanametakul
Senior Vice President, Accounting & Control Division
6. Mr. Sirawit Klabdee
Senior Vice President, Business Planning & Analysis
Division
7. Ms. Chutima Tiramanit
Senior Vice President, Treasury Division
8. Mr. Wansit Saiyawan
Senior Vice President, Corporate Affairs and Public
Relations Department
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Auditor
Mrs. Gingkarn Atsawarangsalit
Ernst & Young Office Limited
Legal Advisor
Mr. Somboon Kitiyansub
Norton Rose (Thailand) Limited
The Chairman thanked the shareholders for attending the Meeting and informed the Meeting that
there were 1,375 shareholders present in person and by proxies, representing 1,821,214,726 shares
or 76.92 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, 933 additional shareholders were present in person and by proxies, making a total
of 2,308 shareholders who attended the Meeting, representing a total of 1,979,522,528 shares or
83.60 per cent. of the total issued share capital of the Company.
Before proceeding to consider the agenda, the Chairman informed the Meeting that in 2011, the
Company won the following corporate social responsibility awards:
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Excellence Awards for Sustainable Development Project (for 3 consecutive years) from the ICT
Excellence Awards 2010 organised by Thailand Management Association. The projects that won
the awards were the *1677 Farmer Information Superhighway (Phase 3) and Epidemic
Surveillance System via SMS and Google Map;
-
Outstanding Corporate Social Responsibility Award from the SET Award 2011 organised by the
Stock Exchange of Thailand and Money and Banking Magazine for 3 consecutive years; and
-
Royal trophy under H.R.H. Princess Maha Chakri Sirindhorn in the large-scale enterprise category
(for 2 consecutive years) from the Sufficiency Economy Project Award by the Office of the Royal
Development Projects Board. The “Do Good Deeds Every Day Project by dtac” won the award for
its corporate social responsibility projects, which followed His Majesty the King’s sufficiency
economy philosophy.
The Chairman then presented a video presentation on some of the Company’s corporate social
responsibility activities to the Meeting.
The Chairman informed the Meeting that during 1 October – 31 December 2011, 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 five shareholders request, and the meeting resolves,
that voting be done in secret, voting then may be done in secret. There were at least 5 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.
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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 6 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 6 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 specified otherwise by laws.
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 Norton Rose (Thailand) Limited to
inspect the Meeting to comply with the legal requirements and the Articles of Association of the
Company, and 2 shareholders to witness the vote counts. The Chairman then requested the
shareholders to consider the Agenda as follows.
Item 1 Adoption of the Minutes of the 2011 Annual General Meeting of Shareholders held on
21 April 2011
The Chairman informed the Meeting that the Company had prepared the Minutes of the 2011
Annual General Meeting of Shareholders, which was held on 21 April 2011. 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 2011 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:
1,831,748,385 shares, representing 99.99 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
none
Abstained:
none
Invalid ballots:
12,005 shares, representing 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 2011 Annual General Meeting of
Shareholders with a majority vote of the shareholders who attended the Meeting and were
entitled to vote.
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Item 2 Adoption of the Minutes of the Extraordinary General Meeting of Shareholders No.
1/2011 held on 31 May 2011
The Chairman informed the Meeting that the Company had prepared the Minutes of the
Extraordinary General Meeting of Shareholders No. 1/2011, which was held on 31 May 2011.
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 Extraordinary General Meeting of Shareholders No. 1/2011,
copies of which had been sent to all shareholders together with the notice of this Meeting.
Ms. Patcharee Jongsathapornpong, a shareholder, asked about the progress of obtaining the
information in relation to the entry into the HSPA agreements (the “HSPA Agreements”)
between CAT Telecom Public Company Limited (“CAT”) and True Corporation Public
Company Limited Group (“True Group”) as requested by certain shareholders at the
Extraordinary General Meeting of Shareholders No. 1/2011.
Mrs. Veeranuch Kamolyabutr responded that the Company contacted the shareholders who
wished to obtain the information in relation to the HSPA Agreements to prepare a power of
attorney authorising the Company to request for such information on behalf of the
shareholders. The Company sent a letter to CAT to request for such information pursuant to
the Official Information Act B.E. 2540 (1997) (the “Official Information Act”). CAT then sent
a letter to True Group as the disclosure of such information might affect True Group’s
interests. BFKT (Thailand) Limited, a company under True Group, rejected the disclosure of
such information pursuant to the Official Information Act. Until now, CAT has not yet disclosed
such information to the Company. Since the Company acted on behalf of the shareholders,
the Company would contact the shareholders to ask how they wished the Company to
proceed on this matter.
There were no further questions or comments from the shareholders.
The shareholders considered and voted as follows:
Approved:
1,831,751,885 shares, representing 99.99 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
none
Abstained:
none
Invalid ballots:
12,005 shares, representing 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 Extraordinary General Meeting of
Shareholders No. 1/2011 with a majority vote of the shareholders who attended the Meeting
and were entitled to vote.
Item 3 Acknowledgement of the Annual Report on the business operations of the Company for
2011
The Chairman informed the Meeting that the Company had prepared the Board of Directors’
report on the Company’s performance in 2011, as detailed in the 2011 Annual Report, copies
of which had been sent to all shareholders together with the notice of this Meeting.
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In this regard, the Chairman invited Mr. Jon Travis Eddy, Chief Executive Officer, to present
an overview and the results of operations of the Company in 2011 to the Meeting. Mr.
Chaiyod Chirabowornkul translated the presentation in summary as follows.
In 2011, the Company had a very strong performance. The Company had a revenue growth
of 9.6 per cent. (if excluding the one-time transactions in 2010, the Company would have a
revenue growth of 10.9 per cent.). The Company had a high operating free cash flow of THB
21,463 million, which was driven by the Company’s revenue growth, operational cost control
and efficient capital investment. The Company had 1.6 million net additional subscribers,
which was higher than the target of 1.2 million subscribers.
There were significant changes in 2011 for the Company and the Thai telecommunications
industry. The Company launched its 3G services on the 850 MHz frequency band using the
HSPA technology. This resulted in the Company’s data revenue growth of 77 per cent. In
addition, the National Broadcasting and Telecommunications Commission (the “NBTC”) was
also established in 2011. The Company believed that the NBTC would hold an auction for the
3G licence on the 2.1 GHz frequency band in the third quarter of 2012.
The Company’s subscriber market share rose slightly from 30.2 per cent. in 2010 to 30.3 per
cent. in 2011 as a result of customers carrying more than 1 SIM cards due to the increasing
trend of using multiple devices at present. The Company’s revenue market share decreased
slightly from 32.1 per cent. in 2010 to 31.7 per cent in 2011, which was mainly due to the
network disruption incidents and the flood crisis in the fourth quarter of 2011. The Company
believed that these situations were one-off situations and not from the fundamental business
of the Company.
The penetration rate had expanded to 120 per cent as a result of customers carrying more
than 1 SIM cards as mentioned above. The Company had a total of 23.2 million subscribers
as at the end of 2011, an increase from 21.6 million subscribers as at the end of 2010.
The Company had an average revenue per user (including interconnection charge) of
approximately THB 266 in 2011, a decrease from approximately THB 270 in 2010. This was
considered to be quite stable in comparison with the past several years. The Company
believed that the increase in data usage would make the average revenue per user more
stable.
The Company had a total revenue of THB 79,298 million, which comprised of a service
revenue of THB 58,577 million, interconnection revenue of THB 14,611 million and device sale
and other operating income of THB 6,110 million. The revenue from device sale increased
significantly. However, the Company’ margin on these devices was quite low, which was
normal in device sale business.
The Company’s EBITDA was THB 27,296 million in 2011, an increase from 25,686 million in
2010, whereby the Company had to pay an increased revenue share to CAT in the fourth
quarter of 2011, from 25 per cent. to 30 per cent.
The Company had a net profit of THB 11,812 in 2011, an increase from THB 10,885 million in
2010.
In addition, in 2011 the Company underwent a capital restructuring process in order to
optimize its cost of capital and prepare itself for further investment. In this regard, the
Company made a special dividend payment to its shareholders at the rate of THB 16.46 per
share on 12 January 2012. The Company had a strong financial position and was ready for
the auction of the 3G licence on the 2.1 GHz frequency band and the investment in 3G
network.
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Mr. Chokeboon Chittrapradupsilp, a shareholder, asked about the incident on the date of the
Company’s launch of 3G services at Paragon Department Store. He further asked about the
network disruption incident and corrective measures, and the impact of such incident if the
Company had to upgrade its network to provide 3G services on the 2.1 GHz frequency band.
Mr. Jon Travis Eddy responded and Mr. Chaiyod Chirabowornkul translated his response in
summary that the Company had a promotion to launch its 3G services at Siam Paragon
Department Store, in which the Company gave away a number of free iPhones to its
customers. The customers’ response was more than the Company expected. The Company
would be better prepared if it were to offer a similar promotion in the future.
Regarding the network disruption incident, the Company experienced a network disruption in
December 2011, which was the result of the upgrade of the Company’s entire 2G network (the
“2G network swap’’). After the incident, the Company made an investigation and found the
root cause of the problem. The Company also revised and added more testing procedure to
the 2G network swap process to ensure that such problem would not happen again. In
addition to a modernised network, the new network also supported the 3G services on both
the 850 MHz and 2.1 GHz frequency bands, as well as the 4G services. The upgrade of the
network to provide 3G services would be very easy to do. Therefore, the 2G network swap
would be beneficial to the Company, both operationally and capital efficiency, in the long term.
Mr. Kachit Charoensilp, a shareholder, asked about the Company’s compensation to the
customers as a result of the network disruption incident. He further asked about the issue on
foreign shareholding nominee in the Company as per the news.
Mr. Chaiyod Chirabowornkul and Mrs. Veeranuch Kamolyabutr responded that the Company
had offered compensation to all its customers affected by the network disruption incident. The
Company did not charge for its services 24 hours before and after the network disruption
incident.
Regarding the allegation on foreign shareholding nominee in the Company, the allegation was
made by the Company’s competitor in retaliation for the Company’s filing of the lawsuit against
CAT and its Board of Directors in relation to the entry into the HSPA agreements between
CAT and True Group in order to protect the Company’s and its shareholders’ interests. The
Company hereby confirmed that the Company completely and accurately operated its
business in compliance with the laws and practices in Thailand.
Mr. Thong-in Saeng-ngarm, a shareholder, asked about the progress of the Company’s
lawsuit against CAT and its Board of Directors in relation to the entry into the HSPA
Agreements as mentioned above. He further requested that the Company include in the
notices of the subsequent annual general meetings a summary of the Company’s financial
and operational highlights.
Mrs. Veeranuch Kamolyabutr responded that the lawsuit was under judicial proceeding.
Furthermore, at present, the entry into the HSPA Agreements was also under investigation by
the relevant government agencies.
Mr. Chalermchai Charusenarong, a shareholder, also commented on the Company’s lawsuit
against CAT and its Board of Directors in relation to the entry into the HSPA Agreements as
mentioned above and requested for a copy of the lawsuit’s complaint and testimony.
Mrs. Veeranuch Kamolyabutr and Mr. Soonthorn Pokachaiyapat responded that the Company
could not disclose a copy of such requested documents to the shareholder because such
documents referred to other third parties. The Company might have a litigation risk if the
disclosure of such documents caused damages to the third parties.
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Mr. Piyapat Kanaprat, a shareholder, asked for the reasons that the Company changed its
network equipment from that of Nokia Siemens Networks (Thailand) Ltd. to Ericsson
(Thailand) Ltd.
Mr. Jon Travis Eddy responded and Mr. Chaiyod Chirabowornkul translated his response in
summary that the principle objective of the Company’s 2G network swap was to prepare for
the network upgrade to support new technologies, both 3G and 4G as mentioned above, in
the future. In order to procure the network equipment, the Company requested for a tender
from all network equipment suppliers worldwide. The selection of the network equipment
suppliers was based on the following criteria: (i) technology, (ii) cost and (iii) upgrade
capability. Ericsson (Thailand) Ltd. passed all 3 criteria and won the award because its price
was more competitive than the other network equipment suppliers.
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 2011.
Item 4 Approval of the Audited Consolidated Financial Statements of the Company for the
year ended 31 December 2011
The Chairman informed the Meeting that the Company had prepared the audited consolidated
financial statements of the Company for the year ended 31 December 2011, which had been
audited by a certified public accountant, and approved by the Audit Committee and the Board
of Directors of the Company, as detailed in the Annual Report 2011, copies of which had been
sent to all shareholders together with the notice of this Meeting.
In 2011, the Company and its subsidiaries had total assets of approximately THB 103,847
million, representing an increase of 4.6 per cent., total liabilities of approximately THB 68,959
million, representing an increase of 126.6 per cent., total shareholders’ equity of approximately
THB 34,888 million, representing a decrease of 49.3 per cent., total revenues from sales and
services of approximately THB 79,298 million, representing an increase of 9.6 per cent., and a
net profit of approximately THB 11,812 million, representing an increase of 8.5 per cent. The
Company’s earnings per share were THB 4.99, representing an increase of 8.5 per cent.
There were no questions or comments from the shareholders.
The Chairman proposed that the Meeting consider and approve the audited consolidated
financial statements of the Company for the year ended 31 December 2011.
The Meeting considered and voted as follows:
Approved:
1,920,397,264 shares, representing 99.99 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
2,887 shares, representing 0.00 per cent. of the total shares held by
the shareholders who attended the Meeting and were entitled to
vote
Abstained:
173,300 shares, representing 0.01 per cent. of the total shares held
by the shareholders who attended the Meeting and were entitled to
vote
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Invalid ballots:
31,122 shares, representing 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 financial statements of the Company
for the year ended 31 December 2011 with a majority vote of the shareholders who attended
the Meeting and were entitled to vote.
Item 5 Approval of the annual dividend payment for 2011 and acknowledgement of the special
interim dividend payment
The Chairman informed the Meeting that the current dividend payment policy of the Company
was 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
financial markets, and other factors as determined by the Board of Directors of the Company.
In 2011, the Company and its subsidiaries had a net income of THB 11,812 million, which
translated to earnings of THB 4.99 per share. The Board of Directors had considered and
recommended that the Meeting 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.
Individual shareholders might apply for a full tax credit from the annual dividend payment in
accordance with Section 47 bis of the Thai Revenue Code. A dividend of THB 0.17 per share
would be paid from the retained earnings of the Company that were subject to 25 per cent.
corporate income tax; and a dividend of THB 1.21 per share would be paid from the retained
earnings of the Company that were subject to 30 per cent. corporate income tax.
In addition, shareholders are recommended to acknowledge the special interim dividend
payment at the rate of THB 16.46 per share, amounting to THB 38,371 million, 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 held on 15 December 2011.
The annual dividend of THB 1.38 and the dividend of THB 3.61 that was paid together with the
special interim dividend as mentioned above, made the total dividend that was paid from the
net income of the Company from the 2011 performance of THB 4.99 or approximately 100 per
cent. of the net income of the Company. This was an increase from the dividend payout in the
previous year, which was paid at the rate of THB 3.21 per share or approximately 70 per cent
of the net income of the Company.
The Board of Directors had set the record date to determine entitlements to the annual
dividend on 10 April 2012. The Register of the Shareholders of the Company would be closed
on 11 April 2012 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 27
April 2012.
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 10 April
2012 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 Financial Officer, or any persons as the Chief
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Financial Officer may designate, to complete and do all such acts and things (including
executing all such documents as may be required) as may be considered expedient or
necessary or in the interest of the Company to give effect to the annual dividend payment
and/or this resolution, as well as acknowledge the special interim dividend payment.
Mr. Rittichai Yipcharoenporn, a shareholder, made an observation that the dividend payment
policy of the Company was unclear, causing shareholders to have insufficient information to
make investment decision.
Mr. Jon Travis Eddy commented on the shareholder’s observation and Mr. Chaiyod
Chirabowornkul translated his comment in summary that the dividend payment policy of the
Company, which was to pay not less than 50 per cent. of the consolidated net income of the
Company, was clear. The special interim dividend of THB 16.46 per share, which was more
than 100 per cent. of the net income of the Company, was the result of the capital
restructuring of the Company, which was a one-off situation.
There were no further questions or comments from the shareholders.
The Meeting considered and voted as follows:
Approved:
1,931,381,009 shares, representing 99.99 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
2,887 shares, representing 0.00 per cent. of the total shares held by
the shareholders who attended the Meeting and were entitled to
vote
Abstained:
3,300 shares, representing 0.00 per cent. of the total shares held by
the shareholders who attended the Meeting and were entitled to
vote
Invalid ballots:
41,182 shares, representing 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 6 Approval of the election of directors
The Chairman informed the Meeting that under the Articles of Association of the Company,
one-third of the directors had to retire by rotation at every annual general meeting. There
were 4 directors who were retiring this year, namely Mr. Soonthorn Pokachaiyapat
(Independent Director, Member of the Audit Committee and Member of the Remuneration
Committee), Mr. Boonchai Bencharongkul (Chairman of the Board of Directors), Mrs.
Chananyarak Phetcharat (Independent Director) and Mr. Stephen Woodruff Fordham
(Independent Director, Chairman of the Remuneration Committee, and Member of the Audit
Committee).
Mrs. Chananyarak Phetcharat was appointed as an independent director of the Company on 5
September 2011 in place of Mr. Knut Borgen. Mrs. Chananyarak Phetcharat’s retirement by
rotation was in accordance with the remaining term of office of Mr. Knut Borgen in accordance
with the Articles of Association of the Company.
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Since no shareholders nominated any candidates for election as directors, the Board of
Directors had considered and proposed that the Meeting elect all 4 directors to be the
directors of the Company for another term of office. Copies of the profiles 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.
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 qualifications 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 profiles of each candidates nominated for election
as directors of the Company for consideration.
The Meeting considered and voted for each director individually as follows:
Mr. Soonthorn Pokachaiyapat
Approved:
1,788,086,342 shares, representing 92.58 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
143,220,742 shares, representing 7.42 per cent. of the total shares
held by the shareholders who attended the Meeting and were
entitled to vote
Abstained:
34,605 shares, representing 0.00 per cent. of the total shares held
by the shareholders who attended the Meeting and were entitled to
vote
Invalid ballots:
99,794 shares, representing 0.00 per cent. of the total shares held
by the shareholders who attended the Meeting and were entitled to
vote
Mr. Boonchai Bencharongkul
Approved:
1,778,032,087 shares, representing 92.06 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
153,278,502 shares, representing 7.94 per cent. of the total shares
held by the shareholders who attended the Meeting and were
entitled to vote
Abstained:
34,300 shares, representing 0.00 per cent. of the total shares held
by the shareholders who attended the Meeting and were entitled to
vote
10
Invalid ballots:
96,594 shares, representing 0.00 per cent. of the total shares held
by the shareholders who attended the Meeting and were entitled to
vote
Mrs. Chananyarak Phetcharat
Approved:
1,796,842,007 shares, representing 93.03 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
134,460,937 shares, representing 6.96 per cent. of the total shares
held by the shareholders who attended the Meeting and were
entitled to vote
Abstained:
38,005 shares, representing 0.00 per cent. of the total shares held
by the shareholders who attended the Meeting and were entitled to
vote
Invalid ballots:
100,534 shares, representing 0.01 per cent. of the total shares held
by the shareholders who attended the Meeting and were entitled to
vote
Mr. Stephen Woodruff Fordham
Approved:
1,723,148,000 shares, representing 89.22 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
208,165,833 shares, representing 10.78 per cent. of the total shares
held by the shareholders who attended the Meeting and were
entitled to vote
Abstained:
37,205 shares, representing 0.00 per cent. of the total shares held
by the shareholders who attended the Meeting and were entitled to
vote
Invalid ballots:
90,445 shares, representing 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 election of all 4 directors as directors of the
Company for another term of office. The voting result ranked from the highest number of
votes was as follows:
1. Mrs. Chananyarak Phetcharat
2. Mr. Soonthorn Pokachaiyapat
3. Mr. Boonchai Bencharongkul
4. Mr. Stephen Woodruff Fordham
Item 7 Approval of the remuneration of directors for 2012
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 structure of directors be reviewed every 3 years, with the
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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.
Given the increased and complex regulatory challenges and legal disputes during the past 2
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, deemed it appropriate that the
remuneration of directors be increased by approximately 7.5% from the previous year, which
was the same rate of increase as in 2010.
The Chairman then requested that the Meeting consider and approve the total remuneration of
the directors for 2012 to be an amount not exceeding THB 8,200,000.
There were no questions or comments from the shareholders.
The Meeting considered and voted as follows:
Approved:
1,799,191,903 shares, representing 93.15 per cent. of the total
shares held by the shareholders who attended the Meeting
Disapproved:
132,167,342 shares, representing 6.84 per cent. of the total shares
held by the shareholders who attended the Meeting
Abstained:
13,000 shares, representing 0.00 per cent. of the total shares held
by the shareholders who attended the Meeting
Invalid ballots:
69,238 shares, representing 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 for
2012 as proposed in all respect.
Item 8 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 Office 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 financial year ended 31 December 2012:
1. Mrs. Gingkarn Atsawarangsalit
Certified Public Accountant No. 4496
2. Mr. Sophon Permsirivallop
Certified Public Accountant No. 3182
3. Ms. Rungnapa Lertsuwankul
Certified Public Accountant No. 3516
4. Ms. Pimjai Manitkajohnkit
Certified Public Accountant No. 4521
The Board of Directors also recommended that the Meeting approve the remuneration of the
auditors for 2012 to be an amount not exceeding THB 5,750,000, which consisted of fees for
annual audit and quarterly review of the financial statements. The proposed remuneration
was an increase from the previous year, which was THB 5,620,000. The increase was mainly
due to (a) an increase in legal disputes, (b) new regulatory and accounting requirements, and
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(c) potential 3G licence bidding and related transactions that might require accounting
treatment advice.
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.
There were no 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 fix their remuneration as proposed.
The Meeting considered and voted as follows:
Approved:
1,799,189,105 shares, representing 93.15 per cent. of the total
shares held by the shareholders who attended the Meeting and
were entitled to vote
Disapproved:
132,164,837 shares, representing 6.84 per cent. of the total shares
held by the shareholders who attended the Meeting and were
entitled to vote
Abstained:
9,100 shares, representing 0.00 per cent. of the total shares held by
the shareholders who attended the Meeting and were entitled to
vote
Invalid ballots:
80,441 shares, representing 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 fixed their remuneration, as proposed in all respect.
The Chairman invited the shareholders to ask questions or comment before he declared the Meeting
adjourned.
Mr. Thanwa Phatrapornpaisarn, a shareholder, asked whether the Company would lease the network
from CAT, the concession owner, to provide 3G services on the 2.1 GHz frequency band and what the
access fee was.
Mr. Jon Travis Eddy responded and Mr. Chaiyod Chirabowornkul translated his response in summary
that at present, the Company was in the process of the 2G network swap in order to support the
provision of the 3G services on the 2.1 GHz frequency band as mentioned above. The Company
would enter into a negotiation process with CAT to determine the access fee or the domestic roaming
agreement in order to provide the 3G services on the 2.1 GHz frequency band. The negotiation would
happen before the auction of the 3G licence.
Mr. Suthep Sae-ong, a shareholder, asked whether the Concession Agreement would be cancelled if
there was an auction for the 3G licence on the 2.1 GHz frequency band.
Mr. Jon Travis Eddy responded and Mr. Chaiyod Chirabowornkul translated his response in summary
that the Company would continue to use the existing network to provide its 2G services on the 1800
MHz frequency band and 3G services on the 850 MHz frequency band throughout the life of the
concession. However, the Company would also start the building of a new network to provide 3G
services on the 2.1 GHz frequency band and move some of the network traffic from the existing
network under the Concession Agreement to the new network under the licence in order to reach a
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balance between the capital efficiency and the network traffic. This process would take several years.
Therefore, the Company’s concession, which would expire in 2018, would enable the Company to
continuously provide its services to the customers.
Mr. Weerachai Panchaicharoen, a shareholder, asked whether the Company had plans to develop
applications to support the use of smart phones. He further asked whether the economic crisis in
Europe would have an impact on the business operation of the Company.
Mr. Jon Travis Eddy responded and Mr. Chaiyod Chirabowornkul translated his response in summary
that the Company had developed applications to support the use of smart phones and opened
channels for its customers to facilitate payments when downloading applications for Android phones.
Furthermore, another important thing was to develop promotional packages in the forms of bite size
pricing that was good value for money so that customers could access and use the internet to
download applications. Once more customers could access and use the internet, the Company would
add more channels and applications for customers to download.
Regarding the economic crisis in Europe, the Company’s business and most of the Thai
telecommunications industry tended to be very domestic. Furthermore, the use of mobile phone
services had become an essential part of the daily life. Therefore, this crisis would not have many
impacts on the Company.
Mr. Kiat Sumongkolthanakul, a shareholder, commented on the registration to change the subscriber’s
names of the mobile phone numbers, which restarted the count of the age of usage, and asked about
the service fee of the Call Center 1678.
Mr. Chaiyod Chirabowornkul responded that regarding the registration to change the subscriber’s
names of the mobile phone numbers, the Company was required to protect personal information of its
customers. The system would restart the count of the age of usage. Therefore, the new
subscriberwould not be able to access information of the previous subscriber.
Regarding the service fee of the Call Center 1678, the Company had to adjust the service fee to THB
3 per call because there was a high number of customers using the service, resulting in a high cost of
service. Nevertheless, the Company had opened other channels of service in order to maintain the
quality and cost of service.
Mr. Sathaporn Sae-ko, a shareholder, asked about the possibility that the Company would not be able
to participate in the auction of the 3G licence on the 2.1 GHz frequency band. He further asked
whether the Company offered cheap promotions to compete with other operators.
Mr. Jon Travis Eddy responded and Mr. Chaiyod Chirabowornkul translated his response in summary
that the Company expected the prequalification process for participation in the auction of the 3G
licence on the 2.1 GHz frequency band would be the same as the past auction. The Company
believed that it would passed the prequalification process and be able to participate in the auction
again. The Company expected the NBTC to disclosure details of the auction during the next 2-3
months.
Regarding cheap promotions, the Company believed that its service fees were not expensive and
could compete with other operators. At present, the Company offered a new topping promotion
“Happy Super Jiew”, which was a small pack promotion and could reach to customers easily so
customers could use various services, both voice and data, as they wished.
Mr. Pennueng Panichcharoensuk, a shareholder, asked whether the Company’s subsidiaries, DTAC
Broadband Co., Ltd. and DTAC Internet Service Co., Ltd. started their operations.
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Mrs. Veeranuch Kamolyabutr responded that at present DTAC Broadband Co., Ltd. offered WiFi
service, and DTAC Internet Service Co., Ltd. was set up to participate in the past auction of the 3G
licence on the 2.1 GHz frequency band.
Mr. Saran Sucharitpanich, a shareholder, asked for the reasons that the Company reduced the data
usage speed of certain promotions.
Mr. Chaiyod Chirabowornkul responded that the Company applied the fair usage policy because a
number of customers used a lot of data service, which caused problems to the Company’s network
and impacted the majority of customers using data service. Nevertheless, the Company was
considering new promotion for customers using a lot of data service.
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 12.45 hours.
Signed
Chairman of the Meeting
(Mr. Boonchai Bencharongkul)
Chairman of the Board
Signed
(Mrs. Veeranuch Kamolyabutr)
Company Secretary
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