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บริษท ั โทเทิ่ล แอ็คเซ็ส คอมมูนิเคชั่น จำกัด )มชำชน( ทะเบียนเลขที่ 0107538000037 319 อำคำรจัตุรัสจำมจุรี ชั้น 22-41 ถนนพญำไท แขวงปทุมวัน เขตปทุมวัน กรุงเทพมชำนคร 10330 TOTAL ACCESS COMMUNICATION PUBLIC COMPANY LIMITED nd st Registration Number 0107538000037 319 Chamchuri Square Building, 22 -41 Floors, Phayathai Road, Pathumwan, Bangkok Thailand 10330 www.dtac.co.th TAC.IR 06/2015 26 March 2015 Re: Resolutions of the 2015 Annual General Meeting of Shareholders To: The President of the Stock Exchange of Thailand We, Total Access Communication Public Company Limited (the “Company”), would like to announce the resolutions passed at the 2015 Annual General Meeting of Shareholders (the “Meeting”), which rd was held on 26 March 2015 at 1.00 p.m. at Athenee Crystal Hall, 3 Floor, Plaza Athenee Bangkok, A Royal Meridien Hotel, No. 61, Wireless Road, Lumpini Subdistrict, Pathumwan District, Bangkok, 10330 Thailand. There were 2,927 shareholders who attended the Meeting in person and by proxy holding in aggregate 1,955,461,331 shares, representing approximately 82.59 per cent. of the total issued shares of the Company. The details of the resolutions are as follows: 1. The Meeting adopted the Minutes of the 2014 Annual General Meeting of Shareholders which was held on 26 March 2014 with a majority vote of the shareholders who attended the Meeting and were entitled to vote. The voting result was as follows: Approve: 1,903,259,203 shares, representing approximately 99.94 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Disapprove: 0 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Abstain: 1,193,911 shares, representing approximately 0.06 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote. Invalid ballots: 3,400 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote. 2. The Meeting acknowledged the Annual Report on the business operations of the Company for 2014. 3. The Meeting approved the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2014 with a majority vote of the shareholders who attended the Meeting and were entitled to vote. The voting result was as follows: Approve: 1,953,557,588 shares, representing approximately 99.91 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Disapprove: 1,800 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote 4. Abstain: 1,841,816 shares, representing approximately 0.09 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Invalid ballots: 0 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote. The Meeting approved the annual dividend payment for 2014 at the rate of THB 2.34 per share (subject to any applicable withholding tax), payable from the operational results for the period starting from 1 October 2014 to 31 December 2014, and some from the retained earnings of the Company, totalling THB 5,540,677,740, and acknowledged the interim dividend payments that were made, in total, three times in 2014. The first payment was made on 27 May 2014 at the rate of THB 1.42 per share (from the operational results for the period starting from 1 January 2014 to 31 March 2014 pursuant to the resolution of the Board of Directors adopted at the Board of Directors’ Meeting No. 3/2014 held on 30 April 2014). The second payment was made on 15 August 2014 at the rate of THB 1.58 per share (from the operational results for the period starting from 1 April 2014 to 30 June 2014 pursuant to the resolution of the Board of Directors adopted at the Board of Directors’ Meeting No. 5/2014 held on 18 July 2014). The third payment was made on 21 November 2014 at the rate of THB 1.57 per share (from the operational results for the period starting from 1 July 2014 to 30 September 2014 pursuant to the resolution of the Board of Directors adopted at the Board of Directors’ Meeting No. 8/2014 held on 22 October 2014). The record date to determine entitlements to the annual dividend was 24 February 2015. The Register of the Shareholders of the Company was closed on 25 February 2015 for collecting shareholders’ names in accordance with Section 225 of the Thai Securities and Exchange Act. Payment of the annual dividend will be made on 10 April 2015. The Meeting approved the annual dividend payment mentioned above with a majority vote of the shareholders who attended the Meeting and were entitled to vote. The voting result was as follows: Approve: 1,954,234,901 shares, representing approximately 99.94 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Disapprove: 1,800 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Abstain: 1,179,716 shares, representing approximately 0.06 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Invalid ballots: 0 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote. 5. The Meeting approved the re-election of Mr. Boonchai Bencharongkul, Mr. Stephen Woodruff Fordham, Mrs. Chananyarak Phetcharat and Mrs. Kamonwan Wipulakorn to serve as directors of the Company for another term of office, and approved the re-election of Mr. Stephen Woodruff Fordham, Mrs. Chananyarak Phetcharat and Mrs. Kamonwan Wipulakorn to serve as the independent directors of the Company for another term of office. The voting result ranked in order descending from the highest number of votes was as follows: Investor Relations: [email protected] Tel (66) 2 202-8882 WWW.DTAC.CO.TH 6. 7. Mrs. Kamonwan Wipulakorn 1,949,027,167 shares, representing approximately 99.67 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Mrs. Chananyarak Phetcharat 1,949,027,067 shares, representing approximately 99.67 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Mr. Boonchai Bencharongkul 1,947,059,367 shares, representing approximately 99.57 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Mr. Stephen Woodruff Fordham 1,913,356,328 shares, representing approximately 97.85 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote The Meeting approved the remunerations of directors for 2015 to be an amount not exceeding THB 11,000,000 with a vote of not less than two-thirds of the total shares held by the shareholders who attended the Meeting. The voting result was as follows: Approve: 1,822,035,548 shares, representing approximately 93.18 per cent. of the total shares held by the shareholders who attended the Meeting Disapprove: 132,191,650 shares, representing approximately 6.76 per cent. of the total shares held by the shareholders who attended the Meeting Abstain: 1,214,426 shares, representing approximately 0.06 per cent. of the total shares held by the shareholders who attended the Meeting Invalid ballots: 5 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting. The Meeting approved the appointment of either one of the following auditors: Mr. Sophon Permsirivallop, certified public accountant no. 3182, Ms. Rungnapa Lertsuwankul, certified public accountant no. 3516, and Ms. Pimjai Manitkajohnkit, certified public accountant no. 4521, of EY Office Limited – to be the auditor of the Company for the financial year ending 31 December 2015, with the remuneration to be an amount not exceeding THB 5,256,000, with a majority vote of the shareholders who attended the Meeting and were entitled to vote. The voting result was as follows: Approve: 1,954,235,000 shares, representing approximately 99.94 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Disapprove: 16,800 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Abstain: 1,202,331 shares, representing approximately 0.06 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Invalid ballots: 800 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote. 8. The Meeting approved the list of restricted foreign dominance behaviours as per details specified in the Attachment to the Notification of the National Broadcasting and Telecommunications Investor Relations: [email protected] Tel (66) 2 202-8882 WWW.DTAC.CO.TH Commission re: Prescription of Restricted Foreign Dominance Behaviours B.E. 2555 (2012) with a majority vote of the shareholders who attended the Meeting and were entitled to vote. The voting result was as follows: Approve: 1,953,578,300 shares, representing approximately 99.90 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Disapprove: 680,300 shares, representing approximately 0.04 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Abstain: 1,201,831 shares, representing approximately 0.06 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote Invalid ballots: 0 shares, representing approximately 0.00 per cent. of the total shares held by the shareholders who attended the Meeting and were entitled to vote. Please be informed accordingly. Yours sincerely, (Mr. Chavit Sangudomlert) Head of Investor Relations Total Access Communication Public Company Limited Investor Relations: [email protected] Tel (66) 2 202-8882 WWW.DTAC.CO.TH
