TOTAL ACCESS COMMUNICATION PLC.
Investor Release
IR 006 /2010
16 March 2010
Re:
Clarification on the agenda for the 2010 Annual General Meeting relating to the approval
for renewal of the General Mandate for Interested Person Transactions (the “IPT
Mandate”) under the SGX-ST’s Listing Rules
To:
President of the Stock Exchange of Thailand
Following the disclosure of the Company to the SET on 15 March 2010 regarding the agenda for
the 2010 Annual General Meeting (the “2010 AGM”) in Agenda 8 on the approval for renewal of
the General Mandate for Interested Person Transactions under SGX-ST’s Listing Rules, the
Company would like to clarify about this agenda as follows:
1
As the Company’s shares are listed on both the SGX-ST and the SET, regarding this matter
the Company complies with the listing rules and regulations of the SGX-ST.
2
Chapter 9 of the Listing Manual governs transactions by the Company, as well as
transactions by its subsidiaries and associated companies that are considered to be at risk,
with the Company’s interested persons. When Chapter 9 of the Listing Manual applies to a
transaction and the value of that transaction alone or on aggregation with other
transactions conducted with the interested person during the financial year reaches, or
exceeds, certain materiality thresholds, the Company is required to make an immediate
announcement, or to make an immediate announcement and seek the shareholders’
approval for that transaction.
3
Nonetheless, Chapter 9 of the Listing Manual also permits the Company to seek a general
mandate (the “General Mandate”) from its shareholders (instead of seeking
shareholders’ approval for each transaction), at any shareholders’ meeting including the
AGM, for recurrent transactions that are necessary for the day-to-day operations of the
Company such as the purchase and sale of supplies and materials (but not in respect of
the purchase or sale of assets, undertakings or businesses) that may be carried out with
the Company’s interested persons (the “IPT Transactions”), provided that such
transactions are undertaken on an arm-length basis and on the Company’s and/or its
subsidiaries’ normal commercial terms. The IPT Transactions to which the IPT Mandate
will apply includes:
3.1
3.2
the sales and purchases of products, including
(i)
the sales and purchases of telecommunication products (including Phone
Kits, Refill Vouchers, SIM cards, SIM card packages, and Starter Kits); and
(ii)
the sales of e-refill products;
the obtaining of services, including
(i)
the obtaining of maintenance services (including installation services) of
base stations and cell site equipment;
Investor Relations: IR@dtac.co.th
Tel (66) 2 202-8882
WWW.DTAC.CO.TH
TOTAL ACCESS COMMUNICATION PLC.
Investor Release
3.3
(ii)
the obtaining of services for Content Provider Access;
(iii)
the obtaining of international roaming services;
(iv)
the obtaining of business service cost and management services;
(v)
the obtaining of point(s) of interconnection and cost sharing for
International Telecommunication Services; and
(vi)
the obtaining of Outsource Bill-Collection Service;
the rental of properties and circuits, including
(i)
the rental of high speed leased circuit; and
(ii)
the rental of land, office space or warehouses;
3.4
the payment of commission to Interested Persons for distribution services or other
services rendered (e.g. the distribution of e-refill products).
3.5
the provision and maintenance of telecommunications services, including point(s)
of interconnection and cost sharing for International Telecommunication Services.
3.6
the provision or the obtaining of such other products and/or services which are
incidental to or in connection with the provision or obtaining of products and/or
services in paragraphs 3.1 to 3.5 above.
4
The existing IPT Mandate adopted by the Company’s shareholders at the 2009 Annual
General Meeting of the Company, held on 30 April 2009, will lapse on the date of the 2010
AGM. Accordingly, the Board of Directors of the Company proposes that the existing IPT
Mandate be renewed at the 2010 AGM until the next annual general meeting of the
Company in 2011.
5
Details of the IPT Mandate, including the rationale for, and benefits to, the Company, the
review procedures for determining transaction prices with interested persons and other
general information relating to Chapter 9 of the Listing Manual will be set out in Letter to
Shareholders and Depositors which will be sent to all Shareholders and Depositors of the
Company together with the Invitation Notice of the 2010 Annual General Meeting.
Please be informed accordingly.
(Mr. Chavit Sangudomlert)
Head of Investor Relations
Total Access Communication Public Company Limited
Investor Relations: IR@dtac.co.th
Tel (66) 2 202-8882
WWW.DTAC.CO.TH