invitation letter to the 2019 annual general meeting of

Invitation Letter to the 2019

Annual General Meeting of Shareholders

CS LOXINFO PUBLIC COMPANY LIMITED

Thursday, 18th

April 2019 at 14:00 hrs.

at the Auditorium Room, C asean Center,

10th

floor, CW Tower (Cyber World Tower),

90 Ratchadapisek Road, Huai Kwang, Bangkok

In order to enhance efficiency of registration process, please bring the registration form and the proxy along to the meeting

Registration No. 0107546000377

April 10, 2019

Subject Invitation to the 2019 Annual General Meeting of Shareholders

To All Shareholders of the CS LoxInfo Public Company Limited

Enclosures: 1. Copy of the Minutes of the 2018 Annual General Meeting of Shareholders, held on

March 27, 2018

2. Annual Report of the Board of Directors and the Company’s financial statements

3. Information on Auditors’ profile

4. Attachment to the notification: “The prohibition of acts that appear to be dominated

by Foreigner” B.E. 2555 and the notification: “The prohibition of acts that appear

to be dominated by Foreigner” of the CS LoxInfo Public Company Limited

5. Shareholders’ Meeting Registration Form

6. Proxy Form B as prescribed by the Department of Business Development,

the Ministry of Commerce (Form A and Form C can be downloaded from

the Company's Website)

7. Notes on documents and evidence identifying shareholders and proxies who are

eligible to attend and vote at the Shareholders meeting with all related laws and

regulations and the Company’s articles of association

8. Articles of Association of the Company relating to the Shareholders’ meeting

9. Procedures for attending the meeting

10. Location map of the Shareholders Meeting venue

Notice is hereby given by the Board of Directors (the Board) of CS LoxInfo Plc. (the Company or CSL)

that the 2019 Annual General Meeting of Shareholders shall be held on Thursday, April 18, 2019 at 14:00

hrs., (registration opens at 12.00 hrs.) at the Auditorium Room of C asean Center at CW Tower, 10th

Floor, 90 Ratchadapisek, Huai Khwang, Bangkok 10310. The agenda is as follows:

Agenda 1 Matters to be informed

Purposes and Rationale: This item is designed for the Board to report any significant

update or progress (if any) of the Company to the Meeting. There will be neither proposal

for the Meeting to consider and approve, nor be any voting on the item.

In keeping with the guidelines for good corporate governance promoted by the supervising authorities

discouraging the distribution of souvenirs at the annual general meeting of shareholders, the Company will

no longer distribute souvenirs to shareholder. However, the Company will still provide a snack set for

shareholders or their proxies attending the meeting.

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Agenda 2 To consider and adopt the Minutes of the Annual General Meeting of Shareholders

for 2018, held on March 27, 2018

Purposes and Rationale: The Annual General Meeting of Shareholders for 2018 was

held on March 27, 2018 and the minutes were prepared and sent to the Stock Exchange of

Thailand within 14 days of the meeting. The details were publicly disclosed on the

Company’s website (www.csloxinfo.com) and also had submitted to all of the eligible

shareholders who have rights to attend the meeting for consideration.

The Board’s Opinion: The Board has recommended that the minutes of the Annual

General Meeting of Shareholders for 2018, held on March 27, 2018, should be adopted

because they were accurately recorded as shown in Enclosure 1.

Voting: To approve this matter, a resolution must be passed by a majority of

the shareholders who attend the meeting and cast their votes.

Agenda 3 To consider and approve the Financial Statement for the year ended December 31,

2018

Purposes and Rationale: According to the Public Limited Companies Act, B.E. 2535,

the Company must prepare a balance sheets and statements of income at the end of each

fiscal year, which have been audited by an external auditor, and submit these to

the shareholders’ meeting for approval.

The Board’s Opinion: The Board has agreed to present the Company’s audited financial

statements for the year ended December 31, 2018, which have been audited and signed by

Mr.Chavala Tienpasertkij, a certified public accountant (registration No. 4301) of

Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd., to the shareholders’ meeting for

approval. A summary of the Company’s significant financial status and operating results

is shown in the table below:

Selected Information from the Company’s Financial Statements

Unit: Million Baht

Description

Consolidated Financial

Statements

The Company’s Financial

Statements

2018 2017 2018 2017

Total assets 1,949.40 1,855.55 1,904.13 1,769.13

Total liabilities 814.23 1,063.50 768.96 977.07

Total revenue 2,824.39 2,823.29 2,495.02 2,388.26

Net profit 343.11 325.27 343.11 325.27

Earnings per share

(Baht/share) 0.58 0.55 0.58 0.55

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The Company’s financial statements are provided in the Annual Report for 2018 included

with the invitation to this meeting as shown in Enclosure 2 (Page 25-101).

Voting: To approve this matter, a resolution must be passed by a majority of the

shareholders who attend the meeting and cast their votes.

Agenda 4 To approve the appropriation of net profit for the dividend payments for the year

2018

Purposes and Rationale: The Company’s dividend policy is to pay dividend no less than

40 percent of net profit after deduction of all taxes, legal reserves and other reserves

specified by law and the Company regulations of the standalone profit and loss statement,

if the fund is not required elsewhere and subject to the economic and future project of the

Company and the subsidiaries. The payment of a dividend would not materially affect to

the Company’s normal business operations.

The Board’s Opinion: The Board has agreed with the Management, and agreed to

propose the 2018 dividend payment from the operating results of the period January 1,

2018 to December 31, 2018 at Baht 0.23 per share, totaling approximately Baht 137

million, at the payout ratio of 40 percent of net profit for the year 2018.

The dividends payment for the year 2017 and 2018 are as follows:

Details of the Dividends Payment 2018 2017

Net Profit on separate financial statements (Million Baht) 343.11 325.27

Number of shares (Million Shares) 594.52 594.52

Earnings per share (Baht/ share) 0.58 0.55

Total Dividend per share (Baht/ share) 0.23 0.22

Total dividend payment (Million Baht) 136.74 130.79

Dividend Payout Ratio (%) 40.00 40.00

This dividend payment is in accordance with the Company’s policy. The closing date of

the share registration book of eligible shareholder for the dividend from the operating

result of the period, January 1, 2018 to December 31, 2018 would be on April 3, 2019 and

the dividend will be paid on May 17, 2019.

Voting: To approve this matter, a resolution must be passed by a majority of the

shareholders who attend the meeting and cast their votes.

Remark: Dividend tax credit

The payment of dividends mentioned is from net profit after the deduction of income tax.

Therefore, individual shareholders who receive the dividend will be entitled to a tax credit

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as stipulated in Article 47 bis of The Revenue Code. The details of the tax credits are

shown in the table below:

Operating period Dividend

(Baht per share)

Deductive

tax rate Tax credit

1 January 2018 – 31 December 2018 0.23 20% 20/80

Agenda 5 To consider and approve the appointment of the Company’s external auditors and

fix their remuneration for 2019

Purposes and Rationale: According to Section 120 of the Public Limited Companies Act,

B.E. 2535, the appointment of the Company’s external auditors and the audit fees must be

approved at the annual general meeting of shareholders.

The Board’s Opinion: The Board has agreed with the Management, and agreed to

propose the reappointment of Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd. (Deloitte)

as the Company’s external audit firm and selected the following auditors from Deloitte as

the Company’s external auditors for 2019. The firm has agreed to charge audit fees of

Baht 0.91 million for 2019, 37 percent lower from the previous year.

In addition, Deloitte and the proposed auditors are independent and have no conflict of

interest with the Company, subsidiaries, the management, the major shareholders or any

related person.

Details of the audit fees for the year 2019 are as follows:

1. Ms. Kornthong Luangvilai CPA (Thailand) No. 7210

2. Mr. Chavala Tienpasertkij CPA (Thailand) No. 4301

3. Dr. Suphamit Techamontrikul CPA (Thailand) No. 3356

4. Mr. Nantawat Sumraunhant CPA (Thailand) No. 7731

Each auditor’s profile is shown in Enclosure 3.

Any of the above auditors can conduct the audit and express an opinion on

the Company’s financial statements. In the event that none of these auditors is available,

Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd. (Deloitte) is authorized to delegate

another one of its certified public accountants to conduct the audit.

In addition, Deloitte has been nominated as the external audit firm for the Company’s

subsidiaries in 2019. The Company is confident that Deloitte will provide audit services

on a timely basis as it is a large firm which can allocate the appropriate resources to

achieve the objectives of the audit plans.

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The 2019 audit fees for the Company shall not exceed Baht 0.91 million which is lower

from the year of 2018. The details are shown in the table below:

Unit: Million Baht

Type of Fee 2019 (the proposed year) 2018

Audit fee 0.91 1.45

Non-audit fee 0.25 0.25

For the year 2019, the Company shall pay the non-audit service fee to Deloitte in the

amount of Baht 0.25 million divided into a report on Application to Corporate Income

Tax Exemption for BOI (Baht 0.1 million) and an authentication letter of report and cost

reduction for USO payment for NBTC (Baht 0.15 million) same as the previous year.



Agenda 6 To consider and approve the appointment of directors to replace those who will

retire by rotation in 2019

Purposes and Rationale: According to the Public Limited Companies Act, B.E. 2535 and

Clause 16 in the Company’s Articles of Association, one-third of all directors or nearest

to one-third must retire by rotation on the date of each Annual General Meeting of

Shareholders. Therefore, the three directors listed below are due to retire by rotation in

2019:

Name of Director Positions

1. Mr. Hui Weng Cheong Chairman of the Board of Directors/

Executive Committee Chairman

2. Mr. Anant Kaewruamvongs Director/ Executive Committee member

3. Mr. Yongsit Rojsrikul Director

The Board’s Opinion: The Board, with the exception of the directors with special

interests on this item, has considered the qualifications, knowledge, competency,

experience, performance of each director who retire by rotation. Those persons have met

all the requirements stipulated in the Public Limited Companies Act, B.E. 2535 The

Board resolved to propose to the shareholders’ meeting for approval the reappointment of

Mr. Hui Weng Cheong, Mr. Anant Kaewruamvongs and Mr. Yongsit Rojsrikul for

another term of office. Details of the age, percentage of shareholdings, educational

background and work experience are provided in Enclosure 2 Company’s Annual Report

for 2018 Part Directors and Directors’ Shareholding in the Company and its subsidiaries

for further information.



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Agenda 7 To consider and approve the notification “The prohibition of acts that appear to be

dominated by Foreigner” (required by law and regulation)

Purposes and Rationale: Referring to the Notification of the National Broadcasting and

Telecommunications Commission Re: The Prohibition of acts that appear to be

dominated by Foreigner B.E. 2555 (2012), which was announced on 23 July 2012,

published in the Government Gazette on 23 July 2012 and became effective on 24 July

2012, (the Notification of NBTC) requires the telecommunication business licensee to

proceed as follow:

1. The Company shall determine and review the prohibition of acts that appear to be

dominated by Foreigner as the attachment to the Notification of NBTC as appeared in

Enclosure 4 part 1.

2. The prohibition according to No. 1 shall be approved by Shareholder meeting.

From the Annual General Meeting of Shareholders 2013, the Company (licensee of

NBTC) drafted the prohibition by using guideline according to the above Notification and

such prohibition has already been approved by shareholders, as appeared in Enclosure 4

part 2.

In order to comply with the NBTC Notification, the company shall propose the

notification “The prohibition of acts that appear to be dominated by Foreigner” to the

Annual General Meeting of Shareholders 2019 for review and approve.

The NBTC Notification is still enforced.

The Board’s Opinion: The Board considered and consulted with internal and external

legal counsel in order to define the prohibition that comply with the law and the

notification and agreed to propose the prohibition to the shareholders meeting for

approval and certification that any action that will break the prohibition will not occurred.



Agenda 8 Others business (if any)

The Company’s share registration will be closed on April 3, 2019 until the completion of the Annual

General Meeting of Shareholders for 2019. All shareholders are invited to attend the Annual General

Meeting of Shareholders for 2019 on Thursday April 18, 2019 at 14:00 hrs. at the Auditorium Room of

C asean Center, CW Tower, 10th floor, at 90 Ratchadapisek Road, Huai Khwang District, Bangkok

10310 Thailand. Registration will be open at 12.00 hrs.

For convenience of registration, registration form is herewith attached which can be found in Enclosure 5.

Any shareholder who wishes to appoint a proxy to attend the shareholders’ meeting and vote on his or her

behalf must complete either Proxy Form A, B or C which Form B can be found in Enclosure 6, or

download from the Company’s website at www.csloxinfo.com. (Proxy Form C is only for foreign

investors who have authorized a custodian in Thailand to look after and safeguard their shares.)

http://www.csloxinfo.com/

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Herewith, the Company sent notes on documents and evidence identifying shareholders and proxies who

are eligible to attend and vote at the Shareholders Meeting with all related laws and regulations and the

Company’s articles of association, Company’s Articles of Association relating to the Shareholders’

Meetings, procedures for attending the meeting and location map of the Shareholders Meeting venue

which can be found in Enclosure 7-10.

Yours faithfully,

( Mr. Hui Weng Cheong )

The Chairman of the Board of Director

Authorized by the Board of Directors

CS LoxInfo Plc.

NOTE: All shareholders can access the notice of the Annual General Meeting of Shareholders for 2019

and all related documents at the Company’s website (www.csloxinfo.com) from April 10, 2019

under “Investor” and “Shareholder”.

Invitation Letter to the 2019 Annual Report for

Annual General Meeting of the year 2018

Shareholders


Enclosure 1

- Translation -

Minutes of the Annual General Meeting of Shareholders for 2018 CS LoxInfo Public Company Limited

Registration No. 0107546000377 Tuesday, March 27, 2018 at 14:00 hrs.

at Vibhavadee Ballroom, Lobby Level, Centara Grand at Central Plaza Ladprao, Bangkok, 1695, Phaholyothin Road, Chatuchak, Bangkok

CS LoxInfo Public Company Limited (Company) fixed the Company’s record date (to collect the names of shareholders who had the right to attend the shareholders’ meeting) on February 20, 2018, when 3,805 shareholders were registered, holding a combined total of 594,514,769 shares.

Directors present

1. Mr. Wichian Mektrakarn Chairman of the Board of Directors

2. Mr. Sitthichai Chantravadee Independent Director, Audit Committee Chairman and Nomination and CG Committee Member

3. Dr. Sillapaporn Srijunpetch Independent Director, Audit Committee Member, Nomination and CG Committee Chairman and Remuneration Committee Member

4. Mr. Suraphol Pluemarom Independent Director, Audit Committee Member and Remuneration Committee Chairman

5. Mr. Hui Weng Cheong Director, Executive Chairman, Remuneration Committee Member and Nomination and CG Committee Member

6. Mr. Tee Seeumpornroj Director and Executive Director

7. Mr. Anant Kaewruamvongs Director, Executive Director, Chief Executive Officer and Managing Director

8. Mr. Anek Pana-apichon Director, Executive Director, Remuneration Committee Member and Nomination and CG Committee Member

9. Mr. Hansa Cheevapurke Director

(The number of directors who attend the meeting is 9 persons or 100% of the total number of directors)

Directors absent

- None -

Executives present 1. Ms. Kamolkarn Niltasuwan Acting Managing Director of TeleInfo Media

Public Company Limited (TMC) and Member of Board of AD Venture Public Company Limited (ADV), a subsidiary of the Company

2. Ms. Wanida Yusamart Acting Chief Finance Officer of the Company 3. Ms. Sarisorn Chandraramya Company Secretary, Senior Director-Legal and Compliance External auditor Mr. Chavala Tienpasertkij CPA (Thailand) No. 4301 of Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd.

Translation Minutes of the Annual General Meeting of Shareholders for 2018

Page 2 of 29

Representatives of Independent Financial Advisor (IFA), IV Global Securities Plc. attending the Meeting to perform the duties on providing opinions to shareholders in support of the consideration on the delisting of the Company’s securities 1. Mr. Pongpak Sudthipongse Vice President, Investment Banking 2. Ms. Krisaporn Kunchan Vice President, Investment Banking 3. Mr. Thanadej Chaojirapant Analyst, Investment Banking Representatives from Thanathip & Partners Co., Ltd., the Company’s legal counsel 1. Ms. Nitchaya Vaneesorn 2. Ms. Ploy Maneepaksin

Rights Protection Volunteer, representing the Thai Investors Association 1. Ms. Chupong Boonyasiriwat 2. Mr. Ronnachai Sookroj

External lawyers present to observe voting procedures Ms. Wisara Harnchonboth from Thanathip & Partners Co., Ltd.

Preliminary notification by the VDO presentation

1. The ballot cards are distributed to shareholders and proxies at the registration desk. The proxies of shareholders who had already indicated their vote for each item on their proxy forms will not receive ballot papers upon registration, and each resolution included the votes on the proxy forms.

2. The meeting agreed that the agenda would be run item by item as specified in the invitation letter and the shareholders or their proxies would be asked to raise any questions they might have or express their opinions (after raising their hands and stating their full name) before voting on each item. Each proxy had to inform the meeting of the shareholder he or she represented before expressing an opinion.

3. According to the Company’s Articles of Association about voting in Shareholder’s meeting, each shareholder was entitled to one vote for each share he or she held. The method of voting was based on one vote per share. The meeting agreed that shareholders who wanted to disapprove of, or abstain from voting on, any item should mark, for example, cross or tick, either the disapproval or abstention boxes and sign the ballot paper before it was collected by the Company’s staffs, and the Company would then deduct these disapprove votes or abstentions from the total eligible votes in the meeting in order to determine the number of approval votes. As no objection was raised or comments made by the shareholders, it was deemed that the meeting agreed to this method of voting.

4. The proxies of shareholders who had already indicated their vote for each item on their proxy forms did not receive ballot papers upon registration and each resolution included the votes on the proxy forms.

5. According to the Advisory Notice of the Ministry of Commerce, The total votes shall be calculated from: - In an agenda which requires the total votes to be calculated from the shareholders who

attend the meeting, and cast the vote, the abstention will not be counted in the total votes. - In an agenda which require the total votes to be calculated from the shareholders who

attend the meeting, and have the rights to vote, all the votes including abstention, will be counted in the total votes.

- In an agenda which requires the total votes to be calculated from the shareholders who attend the meeting, all the votes including abstention will be counted in the total votes.


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The method in calculation the vote will be informed again in each agenda.

6. The meeting agreed that any ballot paper which had not been clearly marked would be deemed void and the resolution for each item on the agenda would be displayed on the large screen in the meeting room.

The Company’s Annual Report for the Year 2017 had already been distributed to all shareholders with the invitation letter of this meeting. The Company’s officer informed the meeting that there were 273 shareholders present in person and by proxy representing 493,655,445 shares or 80.035% of the Company’s total paid-up shares (594,514,769) and the proxies represented 133 shareholders holding 490,251,224 shares (the proxies represented by members of Audit Committee and independent directors 3 shareholders holding 103,000 shares). The Company’s officer then stated that the total number of shareholders and proxies present represented no less than one-third of the total paid-up shares, thereby constituting a quorum according to the Company’s Articles of Association. The Company’s officer then asked the Chairman of the Board to open the Company’s Annual General Meeting of Shareholders for 2018 to consider matters listed in its invitation letter. Preliminary proceedings

Mr. Wichian Mektrakarn, the Chairman of the meeting, declared the meeting duly convened to consider the agenda below:

Agenda 1 Matters to be informed

1. The Chairman informed the meeting that in order to conform with the guidelines on corporate governance of the Stock Exchange of Thailand, The Company allowed the shareholders to propose the agendas during the period from October 1, 2017 until December 30, 2017, however, in such period; the Company has not received any proposed agendas. Therefore, the Board of Directors has set the agendas, as stated in the notice of the meeting which were already submitted to the shareholders. During March 5, 2018 to March 20, 2018, the Company had opened for the questions from shareholder which the shareholder can send the questions to the Company at least 7 days before the meeting date. However, no question had been received during such period. 2. Chairman further informed the meeting that in the previous year, the Company had received a Conditional Voluntary Tender Offer for acquisition of shares in the Company from Advanced Wireless Network Co., Ltd (“AWN”), a subsidiary of Advanced Info Service Public Company Limited, for acquisition of up to 100% of the issued and paid-up ordinary shares in the Company, under the condition that AWN shall obtain more than 50% shareholding in the Company. Then, the Company received Submission of the Results of Tender Offer Report of the Company from AWN. AWN has held 80.10 percent of the total issued and sold shares of the Company and AWN has become a major shareholder of the Company, with details were intermittently disclosed by notification to the Stock Exchange of Thailand for shareholders’ acknowledgement. The shares which acquired by AWN included the Company’s shares holding by Thaicom Public Company Limited via DTV Service Company Limited, and Singapore Telecommunications Limited. After AWN became the major shareholder of the Company, AWN proposed to appoint representatives of major shareholder to replace the resigned directors. The Board Meeting


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No.2/2018 had a resolution to appoint 3 new directors with effective on January 29, 2018 with listed below:

1. Mr. Hui Weng Cheong 2. Mr. Anek Pana-apichon 3. Mr. Tee Seeumpornroj

Agenda 2 To consider and adopt the Minutes of Annual General Meeting of Shareholders for

2017, held on March 28, 2017

The Chairman proposed the shareholders to adopt the Minutes of Annual General Meeting of Shareholders for 2017, held on March 28, 2017. The minutes had been prepared and sent to the Stock Exchange of Thailand (SET) within 14 days from the date of the meeting and publicly disclosed on the Company’s website. As the minutes had been correctly recorded, the Chairman asked the shareholders to consider one by one page as shown in Enclosure 1 of the invitation letter for this meeting and then request the shareholder to adopt such minutes.

The Chairman asked the meeting if there were any questions but none of the shareholders replied.

This agenda had to be determined by a majority of the shareholders who attended the meeting and cast their votes. Resolution The meeting resolved to adopt the Minutes of the Annual General Meeting of

Shareholders for 2017, held on March 28, 2017, as proposed, by majority vote of the shareholders who attended the meeting and cast their votes. The total votes were cast as follows:

Resolution Vote

(1 Share = 1 Vote )

% of the total shares held by shareholders attending and cast

their votes

Agreed 498,722,477 100.0000

Disagreed 0 0.0000

Abstained 2,000 -

Voided Ballot 0 0.0000

Total 498,724,477 100.0000

Agenda 3 To acknowledge the Board of Directors’ report on the Company’s operating results for 2017

The Chairman assigned Mr. Anant Kaewruamvongs, Chief Executive Officer and Managing Director, to report the Company’s operating results along with the significant changes that had occurred during the year. The details were provided in the Annual Report for 2017, shown in Enclosure 2, and The Company’s Operating Result for 2017, shown in Enclosure 3 of the invitation letter for this meeting.

Mr. Anant Kaewruamvongs reported on the Company’s operating results for 2017 to the Meeting as follow:

Prestigious Awards for corporate governance

CS LOXINFO was received the 7th NACC Integrity Awards 2016 for 3nd consecutive years from the Office of the National Anti-Corruption Commission (NACC).


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The Company has been recertified as a member of Thailand’s Private Sector Collective Action Coalition Against Corruption (Thai-CAC) which the Company has been certified since 2014.

The Company has granted with Thailand Sustainability Investment 2017 Awards as a listed company on SET.

Summary of Financial Results: 3 years performance comparison

For the year 2017, Consolidated Revenue was 2,823 Million Baht, decreased 3% compared with previous year.

Overall performance decreased from discontinuing print media and focusing only online media since April 2017. However, consolidated net profit for the year 2017 was 325 Million Baht or 0.55 Baht per share increased by 6% from one time reviewing long outstanding internet network rental fees in previous years between the Company and suppliers. The difference was recognized by adjusting with internet network cost of Y2017 amounting – net Baht 20 Million Baht.

Performance of Core Products: By Segment

ICT Service Provider Business (CSL)

For the year 2017, the revenue was 2,387 Million Baht increased 4% compared with previous year. The profit was 289 Million Baht, increased 6% compared with previous year.

This was mainly come from the continuous growth of Internet Data Center, ICT Solution and one time gain in amount of Baht 20 million from reviewing long outstanding internet network rental fees in previous years between the Company and suppliers.

YellowPages and Call Center Business (TMC)

For the year 2017, the revenue was 135 Million Baht decreased 38% from previous year due to discontinuing print media and focusing only online media. The profit was 4 Million Baht. This resulted from the restructuring its organization chart and its business.

Voice & Mobile Content Service Business (TMC&ADV)

For the year 2017, revenue was 302 Million Baht decreased 23% from the previous year, and profit was 32 Million Baht decrease 41% from the previous year, due to a decline in SMS subscription services from customer’s behavior change and the obsoleted products/ services.

Business direction – ICT Business

Broadband for Condominium is a high growth business which the Company continued to expand as a new growth driver.

Data Center is a moderate growth business which the management expected for the growth opportunity and the Company shall continue to expand the business.

Leased Line which the Company continues to maintain revenue by managing cost to maintain competitiveness.

ICT Solution which the Company continued to maintain revenue and focus on gross margin to maintain bottom line.

The Chairman asked for the questions from shareholders, the shareholder questioned as follows:


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Ms. Lalitpat Wanichsermkul, the shareholder, questioned as follows:

She opined that according to Notes to the financial statements stated that the Company has

been granted privileges by the Board of Investment relating to the provision of Data Center

service for a period of 8 years commencing January 2015. The privileges has been effective

for more than 5 years, thus this service shall have more opportunity to growth.

She asked what is a source of the extraordinary item amounting 20 Million Baht?

Ms. Wanida Yusamart clarified that the extraordinary item amounting 20 Million Baht arise

from a reversals of leased line expense which reverse to be profit amounting 20 Million Baht.

Mr. Anant Kaewruamvongs further explained that for Leased Line internet service, the

Company normally leases signal line from the Company’s office to customers’ office which

many telecommunication circuits and transactions including outstanding unidentified

transactions occurred. The telecommunication service providers shall review and verify

transactions among each other on a yearly basis. For the previous year, the Company has

reviewed transactions with the partner and found that there are some costs without invoice

because the Company already canceled the contracts. The Company then canceled the cost

setting and reversed to be a profit.

She would like to know the reason why the key management benefit expense amounting 43

Million Baht increased form the previous year which is amounting 27 Million Baht.

Ms. Wanida Yusamart clarified that because in the year 2017, the Company has

restructures the Company’s organization that caused the key management personnel who

meet the criteria of Notification of the Capital Market Supervisory Board increased from 4 to

8 personnel which caused the key management expense increased.

Mr.Anant Kaewruamvongs further explained that the increase of key management benefit

expense was not caused by recruiting new personnel for holding the post. Thus total SG&A

expense still not increased.

Mr.Rittichai Yipjaroenporn, the shareholder, questioned as follows:

He asked about the Company’s strategy and business opportunity Mr.Anant Kaewruamvongs clarified that the overall strategy of the Company is still in the same direction which AIS has focused on a corporate market and ICT service of the Company is accordance with AIS’s business. For the investment issue, before AWN became the major shareholder of the Company, the Company had tried to balance between investment capital and dividends, the Company had invested while the Company could pay dividends to the shareholders. However, the Company is seeking for an opportunity to grow in Data Center business by using potential of capital fund and huge customer base of AIS. The Company has planned to launch the ready to sale service. The change of the Company’s investment plan shall increase opportunity to serve the market’s demand but the Company shall have a risk on an availability of customers. Normally, the sale cycle of Data Center service is approximately 12-18 months.

He queried about the synergy process of Data Center service with AIS. Mr.Anant Kaewruamvongs clarified that the synergy is an integration of services which the Company and AIS have the same. For synergized Data Center service, the service shall have a variety of service in many positions and characteristics. The Company, moreover, shall have opportunity to introduce service to AIS’s huge customer base.

He asked whether there will have dividend payment in the future. Mr.Wichian Mektrakarn clarified that the Company shall clarify this question on agenda 5 which is a relevant agenda.


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This agenda is for acknowledgement thus the vote is not required.

Agenda 4 To consider and approve the Financial Statements for the year ended December 31, 2017

The Chairman informed the meeting that, according to the Public Companies Act, B.E. 2535, the Company was required to prepare balance sheets (Statement of Financial Position) and statements of income at the end of each fiscal year which had been audited by an external auditor, and submit these to the shareholders’ meeting for approval. Accordingly, the Board of Directors had agreed to propose that the Annual General Meeting of Shareholders for 2018 to approve the Financial Statements for the year ended December 31, 2017 as presented in Agenda 3, which had been reviewed by the Audit Committee and examined by Mr. Chavala Tienpasertkij CPA (Thailand) No.4301, the appointed auditor of Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd. The Chairman assigned Ms.Wanida Yusamart, Acting Chief Finance Officer of the Company, to further present the Financial Statements for the year ended December 31, 2017 to the meeting. Ms.Wanida Yusamart then requires the Annual General Meeting of Shareholders 2018 to approve the Financial Statements for the year ended December 31, 2017 as presented. A summary of the Company’s significant financial status and operating results is shown in the table below:

Selected Information from the Company’s Financial Statements

Unit: Million Baht

Description

Consolidated Financial Statements

The Company’s Financial Statements

2017 2016 2017 2018

Total assets 1,839.28 1,898.35 1,757.39 1,695.18

Total liabilities 1,047.22 1,185.32 965.33 982.16

Total revenue 2,823.29 2,917.86 2,388.26 * 2,307.28 *

Net profit 325.27 305.90 325.27 305.90

Earnings per share(Baht/share)

0.55 0.51 0.55 0.51

* Excluded share of profit of investments in subsidiaries

The Chairman asked the meeting if there were any questions but none of the shareholders replied. The Chairman asked the meeting to vote. This agenda had to be determined by a majority of the shareholders who attended the meeting and cast their votes. Resolution The meeting resolved to approve the Financial Statements for the year ended

December 31, 2017 as presented. The total votes were cast as follows:


Page 8 of 29

Resolution Vote

(1 Share = 1 Vote )

% of the total shares held by shareholders attending and

cast their votes

Agreed 498,833,676 100.0000

Disagreed 0 0.0000

Abstained 10,300 -


Total 498,843,976 100.0000

Agenda 5 To acknowledge the interim dividend payment from the first half year and approve the omission of dividend payments for the second half year 2017

The Chairman assigned Ms. Wanida Yusamart, Acting Chief Finance Officer of the Company, to inform the meeting of the appropriation of the Company’s net profit for the dividend payments in the year 2017 as follows:

Ms. Wanida Yusamart informed the meeting that, the Company’s dividend payment policy is to pay no less than 40 percent of net profit after deduction of all taxes, legal reserves and other reserves specified by law. The Company’s regulations for standalone profit and loss statement if the fund is not required elsewhere, subject to the economy and future projects of the Company and the subsidiaries. This payment would have no significant effect on the running of the Company. Ms. Wanida Yusamart further informed that the Company had paid the 2017 interim dividends of the period from January 1, 2017 to June 30, 2017 at 0.22 Baht per share, totaling approximately 131 Million Baht, the dividend was paid on August 31, 2017. Since the Company has planned to reserve cash flow for the investment in expanding Data Center, Cloud Computing and other network and systems equipment in order to support future sales plans, the Board has, therefore, proposed to omit the payment of 2017 annual dividend from the operating results of the period July 1, 2017 to December 31, Total dividend payment for 2017 operating results was at Baht 0.22 per share, totaling Baht 131 million at the payout ratio of 40 percent of net profit for the year 2017 which is in accordance with the Company’s policy. Remark: Dividend tax credit The payment of dividends mentioned is from net profit after the deduction of income tax. Therefore, individual shareholders who receive the dividend will be entitled to a tax credit as stipulated in Article 47 bis of The Revenue Code. The details of the tax credits are shown in the table below:

Operating period covering each dividend payment

Dividend (Baht per share)

Deductive tax rate

Tax credit

1 January 2017 – 30 June 2017 0.44 20% 20/80

1 July 2017 – 31 December 2017 - - -


Page 9 of 29

Mr. Anant Kaewruamvongs further explained regarding the reason of dividend payments’ omission that in the past, the Company gradually invested to be in accordance with the dividends payment but for the year 2018, the Company plans to expand the investment for a long-term growth by proposing a bigger project which shall affect the Company’s liquidity, the Company therefore needed to omit the dividend payment of the second half year 2017 due to the future investment fund’s preparation. Mr. Anant Kaewruamvongs answered Mr.Rittichai Yipjaroenporn’s question on agenda 3 that according to the Company’s dividend policy profit the Company shall pay dividend at the payout ratio of 40 percent of net profit and shall be approved by resolution of the shareholders' meeting. Thus, the dividend payments depend on an approval of the shareholders’ meeting at times. The Chairman asked for the questions from shareholders, the shareholder questioned as follows:

Mr. Somkiat Saleepattana, the shareholder, mentioned as follows:

He opined that the omission of dividend payment was not fair for shareholders because the

Company had managed shareholders’ money and generated the second half year profit. Moreover, if the Company paid dividends, the Company’s share price shall increase which shall affect shareholders’ decision on tender offer for delisting of the Company’s securities.

Mr. Anant Kaewruamvongs clarified that this concern is relating to the of the Company’s

securities from the Stock Exchange of Thailand in which the Company could not opine on the

share price because the Company’s main mission is to operate the business effectively. The

Company will gain growth of revenue and growth of profit by investments. If the Company

paid more dividends, the Company shall have less investment and a low share price

accordingly. In order that the Company adhered to comply with the minimum of the

Company’s dividend policy at the payout ratio of 40 percent of net profit.

Mr. Warut Thaweesub, the shareholder, mentioned as follows:

He noticed that the investor relation section told him that dividend payment policy shall not

be changed, this affected shareholders’ decision who did not sale their shares on the

previous tender offer.

Mr. Anant Kaewruamvongs clarified that according to AWN’s tender offer, AWN does not

have plan to change the Company’s dividends policy which is to pay out not less than 40

percent of the Company’s net profit. For the year 2017, the Company already paid an

interim dividend at the payout ratio 40 percent of net profit which is in accordance with the

Company’s policy but the Company had paid dividend at the payout ratio more than 40

percent of net profit.

Ms. Lalitpat Wanichsermkul, the shareholder, questioned as follows:

She queried that in the financial statements, the Company maintained a low debt to equity

ratio. If the Company had a new investment plan, the Company could seek for other source

of investment funds such as loan from financial institutions. Moreover, the Company still has

cash flows from operating activities for more than 400 Million Baht which have been

allocated only 131 Million Baht for dividends and the Company has enough cash flow for

bank loan payment. Has the Company sought for any other source of investment?

Mr. Anant Kaewruamvongs explained that even the Company has a low debt to equity ratio

but if the Company increased the credit line, the Company shall face a lack of liquidity. For

example, other shares in the Stock Exchange which have high investment and low debt to


Page 10 of 29

equity ratio rarely pay dividend to their shareholders. So the investors have to choose

between Growth Stock (long-term growth but rarely pay dividends) and Dividend Stock

(moderate growth but high dividend). Currently, the Company is planning to change

business plan from Growth Stock to Dividend Stock and the Company had considered other

optional source of investment, the Company therefore concurred that this solution is more

appropriate for the Company than loan from financial institution.

Mr.Rittichai Yipjaroenporn, the shareholder, questioned as follows:

He asked that how long the Company expects to generate the growth of revenue and profit. Mr. Anant Kaewruamvongs clarified that according to the new Company’s investment plan, the Company expected approximately 2 years for a clear growth. For Data Center service, the current growth rate is about 12-13 percent and the Company estimated the new growth rate at 15-16 percent relying on relevant factors. Mr. Tee Seeumpornroj further explained regarding the trend of dividends payment in the future by analyzing from the business direction, more than 60 percent of the Company’s revenue came from Leased Line service which the revenue gradually drop because an intense competition which caused the Company had to reduce the price, and the Company was not a network owner thus the Company hardly controlled SG&A control. The Company therefore seeks for a new service such as Broadband for Condominium and Data Center which are potential growth drivers. However, such services have many competitors in the market and the Company is not a big service provider. The change of the Company’s investment plan by the new major shareholder shall focus on a long-term investment at 3-5 years and how much revenue and profit the Company shall generate depends on upcoming competition. Therefore, the dividends payment shall depend on profit and investment fund demand. AWN also stated in the tender offer that there will be no change on the Company’s dividend policy which pays out at 40 percent of net profit but for this year, the Company needs to invest in new service to drive a growth of business. These caused the Company’s proposal of dividends payment omission for the second half year. For the future dividends payment, the Company cannot specifically estimate because dividends payment depends on unpredictable profit, an intense competition moreover the Company is a listed company who cannot indicate the future dividends payment.

Mr. Somkiat Saleepattana, the shareholder, mentioned as follows:

He opined that the omission of dividends payment for the second half year was not fair for

shareholders. He also forecasted that there will be no dividends payment for at least 3 years

after the delisting transaction achieve.

Mr. Anant Kaewruamvongs clarified that due to this concern is related to the delisting of

the Company’s shares from the Stock Exchange of Thailand and also related to the

Company’s share fair value price. The Company shall let independent financial advisor in

agenda 11 which is a relevant agenda.

The Chairman asked the meeting to vote. This agenda had to be determined by a majority of the shareholders who attended the meeting and cast their votes. Resolution The meeting resolved to acknowledge the interim dividend payment from the first half

year and approve the omission of dividend payments for the second half year 2017, by a majority vote of the shareholders who attended the meeting and cast their votes. The total votes were cast as follows:


Page 11 of 29

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 497,785,307 99.7985

Disagreed 1,004,606 0.2014

Abstained 105,500 -


Total 498,895,413 100.0000

Agenda 6 To consider and approve the appointment of the Company’s external auditors and fix their remuneration for 2018

The Chairman assigned Mr. Sitthichai Chantravadee, Chairman of the Audit Committee, to present this matter to the meeting. Mr. Sitthichai Chantravadee informed the shareholders that, according to Section 120 of the Public Limited Companies Act, B.E. 2535, the appointment of the Company’s external audit firm and its fees must be approved at the annual general meeting of shareholders. Mr. Sitthichai Chantravadee then asked the meeting to approve the appointment of the Company’s external auditors and to fix the external auditors’ remuneration for 2018. The Board of Directors had agreed with the Audit Committee to propose the reappointment of Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd. (Deloitte), one of the four leading international audit firms, as the Company’s external auditor firm for 2018 for the third consecutive years since (2016-2017) because Deloitte had high standards and considerable expertise with reasonable fees. Deloittee’s performance in the previous year was satisfactory. Each auditor’s personal details, including background and work experience, had been distributed to the shareholders before the meeting and can be found in Enclosure 4 of the invitation letter. Therefore, the Board of Directors proposed the shareholders’ meeting to approve the appointment of the following auditors from Deloitte:

1. Mr.Chavala Tienpasertkij CPA (Thailand) No. 4301

2. Dr.Suphamit Techamontrikul CPA (Thailand) No. 3356

3. Mr.Permsak Wongpatcharapakorn CPA (Thailand) No. 3427

Any of the above auditors can conduct the audit and express an opinion on the Company’s financial statements. In the event that none of these auditors is available, Deloitte can delegate another one of its certified public accountants to conduct the audit. In addition, Deloitte has been appointed as the external auditor firm for all the Company’s subsidiaries in the year 2018. The three auditors mentioned above are completely independent from the Company, its subsidiaries, management, major shareholders and all related persons. The 2017 audit fees for the Company should not exceed 1.45 Million Baht which is higher from the year 2017 due to the auditor’s remuneration has been a fixed price for 3 years and inflation factor. The details are shown in the table below:


Page 12 of 29

Unit: Million Baht

Type of Fee 2018(the proposed year) 2017

Audit fee 1.45 1.35

Non-audit fee - 0.25

In the previous year, the Company paid the non-audit service fee to Deloitte in the amount of Baht 0.25 million divided into a report on Application to Corporate Income Tax Exemption for BOI (Baht 0.1 million) and an authentication letter of report and cost reduction for USO payment for NBTC (Baht 0.15 million).

The Chairman asked the meeting if there were any questions but none of the shareholders replied. The Chairman asked the meeting to vote. This agenda had to be determined by a majority of votes of the shareholders who attended the meeting and cast their votes.

Resolution The meeting resolved to approve the appointment of the Company’s external auditors and fix the audit fees for the year 2018 as presented, by a majority vote of the shareholders who attended the meeting and cast their votes. The total votes were cast as follows:

Agenda 7 To consider and approve the appointment of directors to replace those who will retire by rotation in 2018

In this agenda, Mr. Hansa Chevapurke, Dr. Sillapaporn Srijunpetch and Mr. Suraphol Pluemarom had a conflict of interest. Therefore, they excused themselves from the Meeting during this agenda. The Chairman informed the meeting that in order to be in line with the principle of good CG, in this agenda, the Company has organized for a shareholder to vote in ballot cards distributed to the shareholders for this agenda for all kinds of voting, ie., agree, disagree, and abstain.

The Chairman assigned Ms. Sarisorn Chandraramya, Secretary to Nomination and CG Committee, to report this matter to the meeting. Ms. Sarisorn Chandraramya informed the meeting that according to the Public Limited Companies Act, B.E. 2535 and Clause 16 in the Company’s Articles of Association, one-third of all directors or nearest to one-third must retire by rotation on the date of each Annual General Meeting. The three directors listed below are due to retire by rotation in 2018.

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 498,839,613 99.9959

Disagreed 20,000 0.0040

Abstained 35,800 -


Total 498,895,413 100.0000


Page 13 of 29

Name of Director Positions

1. Mr. Hansa Chevapurke Director

2. Dr. Sillapaporn Srijunpetch Independent Director Member of Audit CommitteeMember of Remuneration Committee Chairman of NCG Committee

3. Mr. Suraphol Pluemarom Independent Director Member of Audit Committee Chairman of Remuneration Committee

In order to be in accordance with the principle of good corporate governance policy relating to the promoting of shareholders’ right, during October-December 2017, the Company has invited the shareholders to nominate qualified persons to be elected as the Company’s director prior to the meeting. However, none of shareholders proposal in this matter has been received. The Nomination and Corporate Governance Committee, with the exception of the directors with special interests on this item, has considered the qualifications, knowledge, competency, experience, performance, term and independence of each director who retire by rotation. The Nomination and Corporate Governance Committee recommended that Mr. Hansa Chevapurke, Dr. Sillapaporn Srijunpetch and Mr. Suraphol Pluemarom should be reappointed. Details of age, percentage of shareholdings, educational background, work experience, and board-meeting and sub-committee meetings attendance are provided in Enclosure 5 Page 1 - 7 and Enclosure 2 Company’s Annual Report for 2016 Part Directors and Management Team for further information. In this regard, although Dr. Sillapaporn Srijunpetch has been completed a maximum term of independent director which is three consecutive terms or no longer than 9 years, he also fully meets the independent director’s qualification including skill, knowledge, ability and experience in essential field of expertise for the business and he still has a good performance as independent director. Moreover due to a transition of the Company which regulations of the SET required independent directors to provide the opinion to shareholders, Dr. Sillapaporn Srijunpetch should be reappointed of Independent Directors for another term of office. The Chairman informed the meeting that the Company’s articles of association required a majority vote of the shareholders who attended the meeting and cast their votes for directors’ election. The Chairman asked the meeting to consider the reappointment of the one retired directors in turn. 1. The reappointment of Mr. Hansa Chevapurke , to be director for another term of office.

The Chairman asked the meeting if there were any questions but none of the shareholders replied.

Resolution The meeting resolved to approve the reappointment of Mr. Hansa Chevapurke to be director for another term of office. The total votes were cast as follows:


Page 14 of 29

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 498,857,622 99.9939

Disagreed 25,000 0.0050

Abstained 9,800 -

Voided Ballot 5,000 0.0010

Total 498,897,422 100.0000

2. The reappointment of Dr. Sillapaporn Srijunpetch, to be independent director for another term of office.

The Chairman asked the meeting if there were any questions but none of the shareholders replied. Resolution The meeting resolved to approve the reappointment of Dr. Sillapaporn Srijunpetch to be

independent director for another term of office. The total votes were cast as follows:

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 498,857,522 99.9939

Disagreed 30,100 0.0060

Abstained 9,800 -


Total 498,897,422 100.0000

3. The reappointment of Mr. Suraphol Pluemarom, to be independent director for another term of office.

The Chairman asked the meeting if there were any questions but none of the shareholders replied. Resolution The meeting resolved to approve the reappointment of Mr. Suraphol Pluemarom to be

independent director for another term of office. The total votes were cast as follows: :

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 498,857,622 99.9939

Disagreed 30,000 0.0060

Abstained 9,800 -


Total 498,897,422 100.0000


Page 15 of 29

Agenda 8 To consider and approve the remuneration of the Company’s Board of Directors for

2018

The Chairman assigned Mr. Suraphol Pluemarom, Chairman of the Remuneration Committee, to report this matter to the meeting. Mr. Suraphol Pluemarom informed the shareholders that, according to Clause 17 of the Company’s Articles of Association, the Company’s directors were eligible to receive remuneration in the form of a monthly retainer, meeting fees and an annual bonus.

The Board of Directors had agreed with the Remuneration Committee to consider directors’ remuneration in a manner equitable with the market and industry standards, and commensurate with each member’s responsibility and performance, in order to attract, motivate and retain qualified directors. The Board of Directors proposed the shareholders’ meeting to approve the remuneration budget for the board and its committees in 2018 should be set at not more than 9 million Baht, equal to the year of 2017 which was 9 million Baht. Under the remuneration policy, the payment should be provided for the Chairman of the Board, independent directors and non-executive directors in the form of monthly retainer, meeting allowance and annual retainer. The policy is as follows:

The Chairman of the Board shall receive a monthly retainer of 160,000 Baht and annual retainer but shall not receive a meeting allowance for the Board meeting or any other remuneration for the position of Chairman or member in any other subcommittee.

The independent director and non-executive director who had been appointed as sub-committee shall be the meeting allowance at 25,000 Baht per one meeting and annual retainer.

The independent director or non-executive director is appointed as a sub-committee member; his or her remuneration from attending the sub-committee meeting shall be at 25,000 Baht per one meeting. The chairman of sub-committee shall receive a meeting allowance at 30,000 Baht per one meeting.

The Chairman of the Audit Committee shall receive a monthly retainer of 25,000 Baht and the Audit Committee Members shall receive a monthly retainer of 20,000 Baht.

Executive directors and the director who is a representative of major shareholder shall not receive any remuneration as members of the Board.

The Board is authorized to determine the necessary conditions and set out the details as appropriate.

The Company has not provided any other remuneration to its directors. However, all member of the Board are covered by Directors & Officers Liability insurance as well as health and accident insurance. Every director is provided with training courses and mobile devices to facilitate communications and access to the Board Portal system in order to ensure that they can discharge their duties effectively. For the Year 2017, the total remuneration that the Company provided for the directors is 6,765,000Baht. The details were shown in the Company’s Annual Report for 2017, Corporate Governance in Enclosure 2 Page 42, which had been distributed to all shareholders with the invitation letter of this meeting.


Page 16 of 29

Summary of Director’s Remuneration Policy

Position

2018 Remuneration (Baht) 2017 Remuneration (Baht)

Monthly

Retainer

Meeting Allowance

Annual retainer

Monthly

Retainer

Meeting Allowance

Annual retainer

The Board of Directors

Chairman 160,000 160,000 *

Member 25,000 25,000 **

Audit Committee

Chairman 25,000 30,000 25,000

*** 30,000 **

Member 20,000 25,000 20,000

*** 25,000 **

NCG Committees

Chairman 30,000 30,000 **

Member 25,000 25,000 **

RC Committees

Chairman 30,000 30,000 **

Member 25,000 25,000 **

* Monthly Retainer for the Chairman of the Board shall be effective on 2017 ** This meeting allowance rate has been effective since 2004 *** Monthly Retainer for Audit Committee was effective in 2014

The Chairman asked the meeting if there were any questions but none of the shareholders replied. The Chairman then asked the meeting to vote. This agenda had to be determined by not less than two-thirds of the votes of the shareholders who attended the meeting. Resolution The meeting resolved to approve the remuneration for the Company’s Board of

Directors in 2018, not more than 9 million Baht as proposed, by not less than two-thirds of the votes held by the shareholders who attended the meeting. The total votes were cast as follows:

Resolution Vote

(1 Share = 1 Vote )

% of the total shares held by shareholders attending and cast

their votes

Agreed 498,675,726 99.9555

Disagreed 205,201 0.0411

Abstained 16,500 0.0033


Total 498,897,427 100.0000


Page 17 of 29

Agenda 9 To consider and approve the notification “The prohibition of acts that appear to be dominated by Foreigner” (required by law and regulation)

The Chairman assigned Mr. Hansa Cheevapurke, Director, to report this matter to the meeting. Mr. Hansa Cheevapurke informed the shareholders that, referring to the Notification of the National Broadcasting and Telecommunications Commission Re: The Prohibition of acts that appear to be dominated by Foreigner B.E. 2555 (2012), which was announced on 23 July 2012, published in the Government Gazette on 23 July 2012 and became effective on 24 July 2012, (the Notification of NBTC) requires the telecommunication business licensee to proceed as follow:

1. The Company shall determine and review the prohibition of acts that appear to be dominated by Foreigner as the attachment to the Notification of NBTC as appeared in Enclosure 6 part 1.

2. The prohibition according to No. 1 shall be approved by Shareholder meeting. In Annual General Meeting of shareholder 2013 CS LoxInfo Public Company Limited (the Company) a licensee under the Notification of NBTC has drafted the prohibition by using guideline according to the above Notification and this has already been approved by the AGM 2013 as appeared in the Enclosure 6 part 2. In order to comply with the Notification of NBTC, the Company has to propose such prohibition to the AGM for review and approve. The Notification of the National Broadcasting and Telecommunications Commission Re: The Prohibition of acts that appear to be dominated by Foreigner B.E. 2555 (2012) is still enforced. The Board considered, consulted with internal and external legal counsel in order to define the prohibition that complies with the law and the notification and agreed to propose the prohibition to the shareholders meeting for review, approve and certify that the shareholder will not take any action to break the prohibition. The Chairman asked the meeting if there were any questions but none of the shareholders replied. The Chairman asked the meeting to vote. This agenda had to be determined by a majority of the shareholders who attended the meeting and cast their votes. Resolution After due consideration, the Meeting resolved to approve the notification “The

prohibition of acts that appear to be dominated by Foreigner” and to certify that the shareholder will not violate the prohibition in the Notification, as proposed, by a majority vote of the shareholders who attended the meeting and cast their votes. The total votes were cast as follows:

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 498,770,727 99.9949

Disagreed 25,300 0.0050

Abstained 101,400 -


Total 498,897,427 100.0000


Page 18 of 29

Agenda 10 To consider and approve the amendment of Company’s Articles of Association (Article 29)

The Chairman assigned Ms. Sarisorn Chandraramya, Senior Director- Legal and Compliance, to propose the amendment of Company’s Articles of Association Article 29 to the Meeting. Ms. Sarisorn Chandraramya informed that referring to the order of the Head of National Council for Peace and Order No.21/2560 (21/2017) Re: the amendment to the law for the ease of doing business which became effective on 4 April 2017, Section 100 of the Public Limited Companies Act B.E. 2535 regarding the right of shareholders in order to subscribe their names to a notice requesting the Board of Directors to summon an Extraordinary Meeting of Shareholders has been replaced by revising minimum required voting of the shareholders and consequence process as appeared in Enclosure 7. Consequently, Article 29 of the Company’s Articles of Association is not being in compliance with the provisions of law.

The Board of Directors had therefore proposed that the Meeting approve the amendment of Article 29 of Company’s Articles of Association as detailed below:

Current Proposed change

Article 29. The Board of Directors shall

arrange for an Annual General Meeting of

Shareholders within 4 months from the

last day of the fiscal year of the Company.

The Meeting of Shareholders other than that in the first paragraph shall be called the Extraordinary Meeting. The Board of Directors may summon an Extraordinary Meeting of Shareholders whenever the Board thinks appropriate. The shareholders holding shares altogether at not less than one-fifth of the total number of shares sold, or the shareholders of a number not less than twenty-five persons holding shares altogether at not less than one-tenth of the total number of shares sold may submit their names in a letter requesting the Board of Directors to summon an Extraordinary Meeting of Shareholders at any time but they shall give express reasons for such request in the said letter. In such case, the Board of Directors shall arrange for the Meeting of Shareholders to be held within one month from the date of receipt of such request from the shareholders.

Article 29. The Board of Directors shall arrange for an Annual General Meeting of Shareholders within 4 months from the last day of the fiscal year of the Company.

The Meeting of Shareholders other than that in

the first paragraph shall be called the Extraordinary Meeting. The Board of Directors may summon an Extraordinary Meeting of Shareholders whenever the Board thinks appropriate. One or more shareholders holding shares altogether at not less than ten percent of the total number of shares sold may submit their names in a letter requesting the Board of Directors to summon an Extraordinary Meeting of Shareholders at any time but they shall give express subjects and reasons for such request in the said letter. In such case, the Board of Directors shall arrange for the Meeting of Shareholders to be held within 45 days from the date of receipt of such request from the shareholders.

In case the board of directors fails to arrange for

the meeting within such period under second paragraph, the shareholders who have subscribed their names or other shareholders holding the required aggregate number of shares may themselves call the meeting within 45 days as from the date of expiration of the period under second paragraph. In such case, the meeting is deemed to be shareholders’ meeting called by the board of directors and the Company shall be responsible for necessary expenses as may be incurred in the course of convening such meeting and the Company shall reasonably provide facilitation.


Page 19 of 29

In the case where, at the meeting called by the shareholders under third paragraph, the number of the shareholders presented does not constitute quorum as provide by Article 32, the shareholders under third paragraph shall jointly compensate the Company for the expenses incurred in arrangements for holding that meeting.

The Chairman asked the meeting to vote. This agenda had to be determined by not less than three-fourths of the votes of the shareholders who attended the meeting.

Resolution After due consideration, the Meeting resolved to approve the amendment of the Company’s Articles of Association Article 29 for being in compliance with the provisions of law, with the votes of not less than three-fourths of the total present shares with voting rights, as follow:

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 498,875,927 99.9936

Disagreed 25,000 0.0050

Abstained 4,500 0.0009

Voided Ballot 2,000 0.0004

Total 498,907,427 100.0000

Agenda 11 To acknowledge the opinions on the delisting of the Company’s securities from being the listed securities on the Stock Exchange of Thailand and the tender offer of the offeror, including any relevant information

The Chairman informed the meeting that as Advanced Wireless Network Company Limited (“AWN”)

made a voluntary tender offer for all of the securities issued by the Company on 14 December 2017

and notified its intention to delist the Company’s securities from the Stock Exchange of Thailand (the

“SET”), AWN subsequently acquired shares from the tender offer and became the major shareholder

of the Company. AWN therefore notified its intention to make a tender offer for all of the securities

issued by the Company for the purpose of delisting the Company’s securities from the SET as

specified in the relevant tender document (Form 247-4) and requested the Company to perform any

necessary and appropriate actions in order for the delisting to be proceeded in accordance with

relevant laws and regulations.

The Board of Directors’ Meeting of the Company No. 3/2018 held on 6 February 2018 has considered

and resolved to propose to the shareholders’ meeting to consider and approve the delisting of the

Company’s securities from the SET and the appointment of I V Global Securities Public Company

Limited as the independent financial advisor to give advices, recommendations and further

clarification to the general shareholders of the Company in support of their consideration and

approval on the delisting of the Company’s securities from the SET.


Page 20 of 29

In order to be in compliance with the relevant regulations of the SET, the Board of Directors has

considered and resolved to propose to shareholders’ meeting to acknowledge the opinions

concerning the delisting of the Company’s securities from the SET and the offer of the tender

offeror, including any relevant information of the independent directors and the independent

financial advisor of the shareholders as set out in Enclosures 8 and 9 which the Company already

delivered to the shareholders together with the notice calling its shareholders’ meeting.

The Chairman invited Mr. Pongpak Sudthipongse and Ms. Krisaporn Kunchan, the representatives of

I V Global Securities Public Company Limited, as the independent financial advisor of the Company

to present their opinions concerning the delisting of the Company’s securities to the shareholders’

meeting.

Ms. Krisaporn Kunchan provided the shareholders with opinions which could be summarised as

follows:

Facts and Reasons for Delisting:

AWN, a current major shareholder of the Company holding 476,196,534 shares or approximately

80.10 per cent of its total issued and outstanding shares, indicated its intention to make a tender

offer for all of the remaining securities issued by the Company totaling 118,318,235 shares or

approximately 19.90 per cent of its total issued and outstanding shares for the purpose of delisting

the Company’s securities from the SET and the approval was already obtained from the Board of

Directors. Nevertheless, such delisting of securities must obtain both an approval from the

shareholders’ meeting with affirmative votes of not less than three-fourths of the total issued shares

of the Company without an objection by the shareholders holding an aggregate of more than 10 per

cent of the total issued shares of the Company, and an approval from the SET.

Reasons and Appropriateness:

1. The Company needs not raise fund from the public through the SET

Over the past years, the Company has managed its liquidity in the business operation through debt

financing from financial institutions to be used as working capital and the Company is able to

arrange for fund from other sources such as fundraising from ADVANC or AWN.

2. Reducing expenses and fees which may be incurred in connection with maintenance of its

status as a listed company on the SET

Delisting of the Company’s securities will help reduce the expenses and fees in connection with the

maintenance of its status as a listed company on the SET which may be incurred from annual fees

and other expenses e.g. expenses to convene the shareholders’ meetings, and expenses for

preparation and disclosure of information to the shareholders.

3. Reducing its compliance obligations with the relevant laws and regulations

The Company would not be required to disclose and comply with laws and regulations of the Office

of the Securities and Exchange Commission (the “SEC”), the SET and other relevant authorities after

delisting of the Company’s securities from the SET e.g. compliance with rules and regulations on an

acquisition or disposition of assets and a related party transaction (however, the Company still

maintains its status as a public company limited and thus is required to comply with rules and

regulations of the Public Limited Company Act).


Page 21 of 29

4. There may be a risk that the Company would fail to meet the qualifications to maintain its

status as a listed company

In order to maintain a status of a listed company, the Company is required to have not less than 150

minority shareholders and such shareholders shall hold in aggregate not less than 15 per cent of the

total paid-up share capital of the Company.

5. More flexibility to the business operation

As the Company is not required to comply with rules and/or regulations applicable to listed company

on the SET, the Board of Directors and/or executives of the company will have more flexibility in

their business management and this will increase business competitiveness of the Company.

Conditions precedent for delisting securities:

1. Obtaining the approval from the shareholders’ meeting of the Company

Obtaining the approval from the resolution of the shareholders’ meeting with affirmative votes of

not less than three-fourths of the total issued shares without an objection by the shareholders

holding an aggregate of more than 10 per cent of the total issued shares.

2. Obtaining the approval for the delisting of the Company’s securities from the SET

The Company must obtain the approval for the delisting of the Company’s securities from the SET

which the Board of Governors of the SET will notify the Company of the result within 30 days of

receipt of all accurate and complete documents.

3. Tender offer

AWN indicated its intention to make a tender offer for all of the remaining securities issued by the

Company totaling 118,318,235 shares or approximately 19.90 per cent of its total issued and

outstanding shares at the offering price of Baht 7.80 per share which is subject to price adjustment

by the tender offeror if the Company distributes dividend to its shareholders, changes the par value

of its shares or grants the right to purchase the newly issued shares for right offering or warrant

representing the right to purchase newly issued and transferable shares to shareholders in

proportion to their respective shareholdings in accordance with Clause 40 of the Notification of the

Capital Market Supervisory Board No. TorJor. 12/2554.

Impact on the Company and Minority Shareholders after Delisting of Securities:

Impact on the Company

1. The Company will be unable to raise fund from the public through the SET

The Company will be unable to raise fund from the public through the SET for the expansion of

investments or as working capital. Nevertheless, the Company has no liquidity difficulty as its D/E

ratio is lower than the industry’s D/E ratio and the Company is able to arrange for fund from other

sources. The Company and its subsidiaries still have unwithdrawn credit facilities in an amount of

approximately Baht 1,626 million (as of December 2017) and the Company may request for financial

support from AWN as its major shareholder or raises fund through ADVANC which is its indirect

major shareholder.

2. More flexibility for business operation

The Company is not required to disclose information in accordance with rules and regulations of the

SEC and the SET after delisting its securities from the SET. As a result, it will be more flexible, quicker

and easier for business management and decision making when entering into transactions as well as

increasing business competitiveness of the Company.

3. Less information distributed to investors and/or outsiders


Page 22 of 29

Delisting of securities may impact the Company’s image since it is no longer listed on the SET but this

will not significantly affect the core business of the Company because its products and services are

already well recognized in the market. In addition, the Company still has marketing and public

relation plans to continuously update information of the Company to the customers.

Impact on the Shareholders

1. Lack of liquidity in securities trading

The Company’s shares will no longer be traded on the SET which is a secondary market and the

information on the changes in the share prices or liquidity of the Company’s shares will no longer be

extensively prevalent.

2. No tax incentive

After the delisting of Company’s securities from the SET, shareholders who are individuals will no

longer be exempted from capital gain tax. In addition, when transferring the Company’s shares, a

transferor, both individuals and juristic persons, will not be exempted from stamp duty requirement

at the rate of 0.10 per cent of paid-up share price or price specified in the instrument, whichever is

higher.

3. Significant decrease in the level information disclosed to the public by the Company

As a public company, the Company is still required to disclose and submit certain information under

Public Limited Company Act B.E. 2535 (as amended). Nevertheless, the level of information to be

disclosed to the shareholders will substantially decrease after the delisting of securities.

4. Less monitoring and balancing of the management control of the major shareholder

At present, AWN holds approximately 80.10 per cent of total issued and outstanding shares of the

Company, therefore having absolute control in the Company. If minority shareholders sell additional

shares to AWN until it holds more than 90 per cent of total issued and outstanding shares of the

Company, AWN will have absolute control in the determination of policies regarding business

management.

Mr. Pongpak Sudthipongse reported several approaches used in determination of the fair value of

the Company’s ordinary shares as follows:

Fair value determination of ordinary shares

An independent financial advisor has determined the fair value of the Company’s ordinary shares by

5 main approaches (7 sub-approaches) as follows:

1. Book Value Approach

Based on the share price determination by the book value approach as of 31 December 2017, the

shareholders' equity was valued at Baht 792.06 million and when calculating with the number of

issued and paid-up ordinary shares of 594.51 million shares, the Company’s share price is equivalent

to Baht 1.33 per share.

2. Adjusted Book Value Approach

Based on the share price determination by the adjusted book value approach, the Company’s share

value is equivalent to Baht 1.48 per share which is increased by Baht 0.15 per share from an

unadjusted book value approach. The Company has hired Landmark Consultant Company Limited as

the independent appraiser to determine the fair value of some assets such as land with The Cloud

Data Center building, one commercial building in Amphoe Bang Lamung, Chonburi Province, and etc.

3. Volume Weighted Average Price Approach


Page 23 of 29

In September 2017, the Company's share price was relatively high, which was consistent with the

intention of the offeror to make a tender offer for all of the securities issued by the Company on 13

September 2017. Prior to that, the average share price was relatively low. In January 2017, the

Company’s share price was approximately Baht 6.00 - 6.50 per share. However, when considering

the average share price during 15-working day period, the price stood at Baht 7.45 per share. For

360 working days, the volume weighted average price was Baht 6.46 per share. Therefore, based on

the share price determination by the Volume Weighted Average Price Approach, the Company’s fair

value would be in the range of Baht 6.46 – 7.66 per share.

4. Market Comparable Approach

This approach consists of 3 sub-approaches, which are 1) Price to Book Value Ratio (P/BV), 2) Price

to Equity Ratio (P/E) and 3) Enterprise Value to earnings before interest, taxes, depreciation and

amortization (EV/EBITDA).

In this regard, the independent financial advisor has selected 7 companies to compare with the

Company for value determination pursuant to this approach based on the similarities of the industry

and their businesses which comprise of the companies having their proportion of the main revenue

from ICT services and listed on the SET or the Market for Alternative Investment (the “MAI”). These

companies are Interlink Communication Public Company Limited (ILINK), Internet Thailand Public

Company Limited (INET), Interlink Telecom Public Company Limited (ITEL), Jasmine International

Public Company Limited (JAS), Samart Telecoms Public Company Limited (SAMTEL), True Corporation

Public Company Limited (TRUE), and Symphony Communication Public Company Limited (SYMC).

Sub-approach 1: Price to Book Value Ratio (P/BV)

The adjusted book value of the Company as of 31 December 2017 equals to Baht 881.06 million or

Baht 1.48 per share and the Company’s Price to Book Value Ratio was 5.49 – 6.39 times. Based on

the fair value determination by the Price to Book Value Ratio (P/BV Ratio), the fair value of the

Company’s share equals to Baht 3.54 – 3.94 per share.

Sub-approach 2: Price to Earnings Ratio (P/E)

The Company’s net profit for the year 2017 was Baht 325.27 million or Baht 0.55 per share and the

Price to Earnings Ratio (P/E Ratio) was 12.68 – 15.03 times. Based on the fair value determination by

the Price to Earnings Ratio (P/E Ratio), the fair value of the Company equals to Baht 12.42 – 14.69

per share.

Sub-approach 3: Enterprise Value to Earnings before Interest, Tax, Depreciation and Amortization

Ratio (EV/EBITDA)

The Company’s EBITDA for the year 2017 was Baht 573.03 million or equivalent to Baht 0.96 per

share. The total debt was Baht 312.57 million or equivalent to Baht 0.53 per share. The Company’s

cash flow was Baht 329.57 million or equivalent to Baht 0.55 per share. The Company’s EV/EBTIDA

ratio was 7.03 – 8.58 times. Based on the determination of the Company’s fair value by the

EV/EBITDA Ratio, the fair value of the Company’s share equals to Baht 8.42 – 9.77 per share.

However, ITEL’s EV/EBITDA Ratio was twice as much as averaged EV/EBITDA in the industry.

5. Discounted Cash Flow Approach

The determination of the Company’s fair value by the Discounted Cash Flow Approach is the

valuation based on the future operating performance of the Company. The calculation of the


Page 24 of 29

present value is achieved by the Weighted Average Cost of Capital (WACC), which is determined by

using the average beta of the industry, the average market premium, risk free rate, and the 5

financial structures of the Companies in 2017. This approach is the determination of present value

discounted by WACC which is appropriate by considering from:

(a) Businesses of the Company include:

(1) Leased Line Services business: It was determined that growth of subscribers would

equal 2.42 per cent (based on the average of the past 3 years), and the decline of

ARPU 2.43 percent throughout the estimation due to pressure in price competition.

(2) ADSL business: It was projected that there would be high growth rate of subscribers.

In 2021, the Company expected to have 60,351 subscribers (from 16,528 subscribers

in 2017), and estimated ARPU to decline due to the high competition from Baht

470.45 per person year to Baht 305.70 per person per year in 2021.

(3) Dial Up Business: In the past 10 years, the revenues generating from dial up business

tended to decline continuously. Therefore, it was determined that the subscribers

would decrease at a rate of 17.90 per cent (based on an average of the past 3 years),

and it was determined that ARPU would reduce at a rate of 8.86 per cent (based on

an average of the past 3 years).

(4) Internet Data Center – IDC Product business: At present, the Company is expanding

its database to accommodate its customers in the future. It was determined that the

number of Rack Sever users was expected to increase by 50 Rack per year until 2021.

The ARPU is set to remain the same level or unchanged. Although there is a value

added for the Company, the competition is still high.

(5) ICT & Cloud business: It was expected to increase the annual revenue by 2.78 percent

(based on an average of the past 3 years).

(6) Roaming & VOIP and Uplink businesses: it was projected that Roaming & VOIP service

would be shut down in 2017, and Uplink service would be shut down in 2018.

(b) Business of AD Venture Public Company Limited (ADV) includes:

(1) Ringtone and Graphic business: it was determined to decline due to technological

change by reducing the rate to be normalized rate at 5 per cent in 2020.

(2) Horoscope business, Java Game, and SMS News business: these were imposed to

decline due to technological change by reducing the rate to be normalized rate at 5

percent in 2020.

(3) Audio text business (1900: it was determined to decline due to technological change

by reducing the rate to 5 percent per year.

(4) Application development revenue business: This was the section that the Company

imposed the policy in expanding the business in terms of application. The corporate

clients were expected to increase to Baht 6.80 million in 2021 (From Baht 3.6 million

in 2017).

(c) Business of Teleinfo Media Public Company Limited (TMC) includes

(1) 1188 & OCC and Telesales business: It was expected to increase growth by 1.51 per

cent in 2018 and maintained stable revenue afterwards.

(2) Audio Text business: It was expected to increase growth by 5 per cent in 1900 service

and the revenue from infotainment would be normalised in 2018.


Page 25 of 29

(3) Yellow Pages Directories business: It was expected to shut down completely in 2018.

(4) New Online Business: it was expected to increase the revenue to Baht 40 million in

2021.

Therefore, when considering revenue and cost of sales and services, it can be seen that the net

profit in the year 2018 will decrease from the year 2017 since some businesses of the Company will

be completely shut down in the year 2017. Nevertheless, the net profit will increase by the

commencement of new businesses of the Company and will rise to Baht 300 million in the year 2019

and Baht 333.93 million in the year 2021.

In this regard, the independent financial advisor has evaluated the reasonableness of the Company

valuation based on discounted cash flow to firm approach and the investment returns can be

summarized as follow, when calculating the total value of enterprise value excluding cash which is

approximately Baht 4,036.47 million with the value excess cash which is Baht 175.69 million, total

enterprise value will be Baht 4,214 million. When deducting debt which is Baht 312.35 million (as of

31 December 2017) from such enterprise value, the equity value will be Baht 3,900.08 million.

Therefore, when dividing enterprise value by number of Company’s shares which is 594.51 million

shares, price per share will be Baht 6.5 per share.

Nevertheless, Discounted Cash Flow Approach has significant fluctuation from Revenue Sensitivity

and Weight Average Cost of Capital (WACC) which affect the fair price valuation of the Company to

be between Baht 5.76-7.56 per share.

Appropriateness of Tender Offer Price

Fair price valuation of the Company by 5 main approaches (7 sub-approaches) at February 5, 2018,

fair price of the Company will be between 1.33-14.69 baht per share which can be summarized in

form of Valuation Football Field showing range of fair price from each approach and compare them

clearly. The independent financial advisor is of the opinion that the discounted cash flow approach

(DCF) is the most appropriate method among other valuation approaches which is able to reflect the

profit and future cash flow generating ability in the future. The Company’s fair value is in the range

of Baht 5.76 – 7.56 per share. Therefore, the independent financial advisor is of the opinion that the

Tender Offer Price of Baht 7.80 per share is appropriate.

Ms. Krisaporn Kunchan provided the shareholders with valuation summary of the independent

financial advisor as follows:

According to fair price valuation of the Company by 5 main approaches (7 sub-approaches) at

February 5, 2018, fair price of the Company will be between 1.33-14.69 baht per share which can be

summarized in form of Valuation Football Field showing range of fair price from each approach and

compare them clearly. The independent financial advisor is of the opinion that the discounted cash

flow approach (DCF) is the most appropriate approach for the Company’s fair price which is between

the range of Baht 5.76 – 7.56 per share. Therefore, the independent financial advisor is of the

opinion that the Tender Offer Price of Baht 7.80 per share is appropriate and shareholders should

approve the delisting of the Company’s securities.


Page 26 of 29


Mr. Warut Thaweesub, a shareholder, questioned as follows: • In general, how much premium on the share price can be expected in an ordinary tender

offer to takeover the business? If AWN was not an affiliate of the Company, how much value of such premium would be? Mr. Pongpak Sudthipongse, a representative of the independent financial advisor, explained that value of the premium depends on demands for such securities. In case of AWN, it has been a major shareholder holding more than 50 per cent of the Company’s total share capital from the beginning, thus based on his experiences as an independent financial advisor, he viewed that the premium could be minimal. Generally, prior to making a tender offer, a tender offeror must have evaluated its financial ability in respect of the relevant transaction. Therefore, the independent financial advisor is unable to conclude the premium value as a tender offeror’s decision is made based on different factors on a case-by-case basis.

Mr. Somkiat Saleepattana, a shareholder, questioned as follows: • As some shareholders have not received the presentation slides of the independent financial

advisor, the shareholder requested the Company’s staff to provide such documents for the shareholders’ further consideration. Mr. Wichian Mektrakarn explained to the shareholders that the presentation slides served as a summary of the information provided in the AGM notice which was sent to the shareholders prior to the AGM, and the AGM notice in fact presented such information in greater detail. Ms. Sarisorn Chandraramya, the Company Secretary further informed the shareholders that the presentation slides have been prepared and placed at the registration counter for the shareholders’ consideration prior to commencement of the meeting. Any shareholder, who has yet to receive them, can request for such document from the Company’s staff.

Mr. Arun Deecharoenwiroon, a shareholder, questioned as follows: • He queried whether the shareholders can sell the shares at the price of Baht 7.80 as

determined by the independent financial advisor. If so, to whom should the shareholders inform their intention and what procedures should be followed. Ms. Krisaporn Kunchan, the independent financial advisor explained to the shareholders that AWN has announced its intention to make a tender offer for all the securities issued by the Company at Baht 7.80 per share. The price determined by the independent financial advisor as a fair price calculated by the discounted cash flow approach or DCF equals to Baht 5.76 - 7.56 per share, which is lower than the tender offer price announced by AWN. In this regard, all shareholders will be able to sell their shares at Baht 7.80 per share to AWN. Details of procedures, including place and other conditions in connection with the tender offer will be further specified in AWN’s tender offer documents. Mr. Tee Seeumpornroj, the Company’s director further explained that AWN’s tender offer at this time will depend on certain principal conditions as follows: 1) the Company shall have obtained an approval from the shareholders’ meeting today for delisting of the Company’s securities from the SET, and 2) the SET shall have approved such delisting. After that, AWN will then launch a tender offer. In light of this, it is initially anticipated that if the SET approves the delisting around the end of April, the tender offer by AWN will occur around May to July for a period of 45 business days. After completion of the entire process, the Company’s securities are expected to be delisted from the SET around the end of July. Based on this, the shareholders will receive the share price from AWN for the sale of their shares around the beginning of July. Mr. Anant Kaewruamvongs, the Company’s director, further explained that the sale of shares under AWN’s tender offer scheme shall follow the same process with those sales of


Page 27 of 29

shares in general cases i.e. selling via brokers. In this connection, the reason why AWN has yet to specify the exact dates for its tender offer is because there are certain processes which concern the governmental authorities.

This agenda is for acknowledgement thus the vote is not required.

Agenda 12 To consider and approve the delisting of the Company’s securities from the Stock Exchange of Thailand

The Chairman informed the meeting that as shareholders acknowledged background and opinions

on the delisting of the Company’s securities from the SET as informed in Agenda 11, in this Agenda,

the Board has resolved to propose to the shareholders’ meeting to consider and approve the

delisting of the Company’s securities from the SET. The objectives and reasons for such delisting can

be summarised as follows:

1. The Company would not be required to raise fund from the public through the SET. To the extent

that the Company is required to raise any fund in the future, it will be able to arrange for such fund

from other sources such as through debt financing from financial institutions or provision of

additional financial support by AWN which is its major shareholder.

2. The delisting of the Company’s securities from the SET will help decrease the expenses and fees

which may be incurred in connection with the maintenance of its status as a listed company on the

SET.

3. The delisting of the Company’s securities from the SET will help reduce its compliance obligations

with the relevant laws and regulations with which the Company, as a listed company on the SET,

shall be required to be complied. This will then provide more flexibility to the business operation of

the Company.

4. As AWN has an intention to acquire additional shares of the Company in the future, there may be

a risk that the Company would fail to meet the qualifications to maintain its status as a listed

company, which could result in additional expenses and/or fees incurred to the Company. In

addition, whilst it is required under the regulation of the SET Re: Listing of Ordinary Shares or

Preferred Shares as Listed Securities B.E. 2558 (A.D. 2015) (as amended) that a company listed on

the SET shall have not less than 150 minority shareholders and such shareholders shall hold in

aggregate not less than 15 per cent of the total paid-up share capital of the listed company, AWN

has no intention to reduce its shareholding in the Company.

In addition, the Board deemed it appropriate to authorized Mr. Anant Kaewruamvongs and/or the

person designated by Mr. Anant Kaewruamvongs with a power to consider and determine the

details and/or perform any acts relating to the delisting of the Company’s securities from the SET,

including undertaking any other relevant actions for the purpose of facilitating and for the best

interest of the Company.


Mr. Somkiat Saleepattana, a shareholder, questioned as follows:

• Is AWN eligible to vote in this agenda? Ms. Nitchaya Vaneesorn, the Company’s legal advisor, explained to the shareholders that for the meeting of a public limited company, any shareholders having special interests will


Page 28 of 29

not be able to cast their votes. However, based on an opinion of the Ministry of Commerce, when considering delisting a company’s shares from the SET, no shareholder is considered having special interest over other shareholders. Therefore, AWN is able to cast its voting right in this agenda.

Mr. Kiat Sumongkoltanakul, a shareholder, presented his comments as follows:

• Since this meeting may be the last shareholders’ meeting, he then proposed the Company should immediately provide minutes of the meeting to the shareholders and does not need to wait for one year, so that those minor shareholders not attending this meeting can consider the minutes and decide whether or not they will sell their shares. Ms. Sarisorn Chandraramya, the Company Secretary, explained that pursuant to the SET’s regulations, the Company is required to prepare minutes of the meeting and deliver such minutes to the SET within 14 days after the meeting date. Mr. Anant Kaewruamvongs further explained that however, the Company will consider sending the AGM minutes to any shareholders wishing to receive it.

The Chairman asked the meeting to vote. This agenda had to be determined by not less than three-fourths of total issued and paid-up shares of the Company of the shareholders who attend the meeting and cast their votes without any objections exceeding 10 percent of the total issued and paid-up shares of the Company. Resolution After due consideration, the Meeting resolved to approve the delisting of the

Company’s securities from being the listed securities on the Stock Exchange of Thailand, as proposed, not less than three-fourths of total issued and paid-up shares of the Company of the shareholders who attend the meeting and cast their votes without any objections exceeding 10 percent of the total issued and paid-up shares of the Company. The total votes were cast as follows:

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 497,219,019 83.6344

Disagreed 1,583,408 0.2663

Abstained 105,000 0.0176


Total 498,907,427 100.0000

Agenda 13 Other business (if any)

The Chairman enquired if the shareholders would like to propose any other matters for the Meeting to consider, the shareholders suggested and questioned as follows:

Mr. Yos Jariyavarapong, the shareholder, questioned as follows:

He queried about approximate investment time and investment fund for Data Center service. Mr. Anant Kaewruamvongs clarified that the Company shall invest in the next phase amounting approximately 300 Million Baht which the first phase shall finish in at least 12 months and the break-even point is at approximately 3 years.


Page 29 of 29

Mr. Wichian Mektrakarn further explained that the expansion of Data Center service investment shall depend on an amount of customer, competition and technological development.

There was no other business proposed to the shareholders. The Chairman of the meeting expressed his sincere thanks to everyone for attending the Annual General Meeting of Shareholders for 2018. The meeting was adjourned at 17.00 hrs.

-Signed- h

Mr. Wichian Mektrakarn Chairman of the Meeting Minutes prepared by: -Signed- f Ms. Sarisorn Chandraramya Company Secretary Remark: As some of the shareholders arrived at the meeting after it had begun or left early, the

number of shareholders’ votes recorded may vary in each item.

การประชมสามญผถอหนประจ าป 2562 Annual General Meeting of Shareholders for the year 2019

เอกสารแนบ 2 (Enclosure 2)

รายงานประจ าปของบรษท พรอมงบการเงน

(Annual Report and the Company’s financial statements)

Enclosure 3

Enclosure 3 page 1/5

Information on Auditors’ profile

(Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.)

Name - Surname Ms. Kornthong Luangvilai

CPA (Thailand) No. 7210

Age 44 Years

Education Master of Accountancy from Thammasat University

Bachelor of Law from Thammasat University

Bachelor of Accountancy from The University of the

Thai Chamber of Commerce

Current Position

Lead Audit Director

Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

Professional Experience Certified Public Accountant (CPA), Thailand

Member of the Federation of Accounting Professions

(FAP)

Member of working group for studying the adoption of

Thai Financial Reporting Standard for Non-Publicly

Accountable Entities, FAP

Lecturer of internal training in the company

Conflict of interest with the Company,

Subsidiaries, the management, the

major shareholders or any related

person

- None -

Contact Information Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

AIA Sathorn Tower 23th

-27th

floor,

No. 11/1, South Sathorn Road, Yannawa, Sathorn,

Bangkok 10120 Tel: 02 034 0000 Fax: 02 034 0100




Name - Surname Mr. Chavala Tienpasertkij


Age 51 Years

Education Master of Accountancy, Chulalongkorn University

Master of Management, Mahidol University

Bachelor of Accountancy (Honors), Bangkok University

Modern Banking Executive Programme (MOBEX) by

The Thai Institute of Banking and Finance Association

(TIBFA)

Director Certificate Programme 193/2014 by The Thai

Institute of Directors Association

Current Position

Audit Partner


Professional Experience Certified Public Accountant (CPA), Thailand and

approved by Securities and The Exchanges Commission,

Thailand

Certified Public Accountant (CPA), LAO PDR and

approved by Securities and The Exchanges Commission

of Lao PDR

Advisor of Development of material for the CPE self-

study curricular - Accounting for Financial Derivatives

supported by World Bank

Author of a text book for CPA training program of the

Federation of Accounting Professions, Thailand

Guest speaker of the Federal Accounting Professions,

public and private universities, government agents and

state own enterprises

Sub-committee of the International Financial Reporting

Standards Setting Body, the Federation of Accounting

Professions (2012-2013)

Project Manager to study and design account procedures

in order to comply with International Financial Reporting

Standards: Financial Instruments

Accounting Advisory Taskforce to state own enterprises

under the Privatization Program in order to privatize the

state own enterprises to be listed on The Stock Exchange

of Thailand

Project Manager to advise internal audit department of a

commercial bank to design the audit procedures for the

audit of internal control of treasure department and the

internal control for derivatives




person

- None -

- รปถาย -






-27th

floor,


Bangkok 10120 Tel: 02 034 0000 Fax: 02 034 0100



(Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.) Name - Surname Dr. Suphamit Techamontrikul


Age 58 Years

Education The Joint Doctoral of Business Administration

(Accounting), Chulalongkorn University

Master of Business Administration, Middle Tennessee

State University, U.S.A.

Master of Accounting, Middle Tennessee State

University, U.S.A.

Bachelor of Accounting, Chulalongkorn University,

Certified Internal Auditor (CIA)

Certified Risk Management Assurance (CRMA)

Current Position

Audit Partner



Auditor approved by of the securities and Exchange

Commission (SEC) office, Thailand

Committee of Accounting Standard Setting in

Comptroller General’s Department, the Ministry of

Finance

Committee of the Accounting Profession Supervisory

Board, Department of Business Development, Ministry

of Commerce

Chairperson of Accounting Standards Screening Sub-

Committee, the Federation of Accounting Professions

Committee of the Evaluation of Accounting Performance

of Government offices, in Comptroller General’s

Department, the Ministry of Finance

Committee of Excellence Award of Financial

Management in Comptroller General’s Department, the

Ministry of Finance

Committee of Revenue Management, Chulalongkorn

University




person

- None -



-27th

floor,


Bangkok 10120 Tel: 02 034 0000 Fax: 02 034 0100

- รปถาย -



(Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.) Name - Surname Mr. Nantawat Sumraunhant


Age 39 Years

Education Master of Accountancy, Thammasart University

Bachelor of Accountancy, Kasetsart University

Current Position

Audit Partner



Member of the Federation of Accounting Professions

(FAP)

Auditor approved by of the securities and Exchange

Commission (SEC) office, Thailand

Special guest speaker, Ministry of Finance, Federation of

Accounting Professions, and State Audit Office of the

Kingdom of Thailand.

Special lecturer for the Master of Accountancy Special

Program (MASP), The Faculty of Business

Administration, Kasetsart University

Special Lecturer, the Faculty of Accounting, Bangkok

University




person

- None -



-27th

floor,


Bangkok 10120 Tel: 02 034 0000 Fax: 02 034 0100

- รปถาย -

Enclosure 4 part 1

Remark: Unofficial translation

Enclosure 4 part 1 page 1/2

[Some Quote]

The Notification of the National Broadcasting

and Telecommunications Commission

Re: “The prohibition of acts that appear to be dominated by Foreigner”

B.E. 2555

Published in the Government Gazette on 23 July 2012 Book 129 Special Section 117 D

“Prohibition” means prohibition of acts that appear to be dominates by foreigner according to

guideline in attachment to the notification.

“Domination” means control or influence, whether direct or indirect, by Foreigner to regulate

the policy, the management, operation, appointment of directors or top executive on consequence

of telecommunication business operation of Licensee by holding shares half or more than half of

all voting right or controlling majority votes in Shareholder Meeting or being able to appoint and

remove more than half of the board of directors.

No.7 Within 30 days after Annual Shareholder Meeting day, licensee shall determine and

review the prohibition and submit to the NBTC with certification signed by authorized

person that the Company will not violate the prohibition in the Notification.

The prohibition according to paragraph 1 shall be approved by the Shareholder Meeting

of licensee.

Remark: Unofficial translation

Enclosure 4 part 1 page 2/2

[Attachment to the notification]

List of the Prohibitions of Business Domination by Foreigner

(1) Dominated by Foreigner or agent by holding shares, whether direct or indirect for

avoidable to this Notification; or

(2) Dominated by holding shares by own Foreigner or agent provided that the said shares have

the privilege more than actual shares held in voting in shareholders meeting or shares held

by Thai shareholders; or

(3) Dominated by Foreigner who has authority, control or influence, whether direct or indirect

to regulate the policy, the management, operation, and appointment of directors or top

executive

Top executive means Chairman of the Board of Directors, Managing Director, director,

Chief Finance Officer, Head of purchasing function or any other person who has authority

of influence on the management or operation of telecommunication of CS LoxInfo Public

Limited Company; or

(4) Dominated by legal binding with source of fund or loan from Foreigner or affiliate such as

loan guarantee, offering interest rate that lower that market rat, business risk insurance or

granting credit in discriminatory manner; or

(5) Dominated by the Intellectual Property Contract or the Franchise Contract or the exclusive

rights contract made with Foreigner or affiliate on consequence of transfer of expense and

benefit to Foreigner; or

(6) Dominated by purchasing contract or employment contract in management made with

Foreigner or affiliate or employee or staff of Foreigner or affiliate on consequence of

transfer of expense and benefit to Foreigner; or

(7) Dominated by Joint Venture with Foreigner or affiliate by sharing the operating costs on

consequence of transfer of expense and benefit to Foreigner; or

(8) Dominated by transaction of pricing transfer or pricing collusion with Foreigner or affiliate

Enclosure 4 part 2 Page 1/1

Enclosure 4 part 2

Notification

CS LoxInfo Public Company Limited

Subject “The prohibition of acts that appear to be dominated by Foreigner”

B.E. 2556

The National Broadcasting and Telecommunications Commission (NBTC) established

the Notification Subject: The prohibition of acts that appear to be dominated by

Foreigner B.E. 2555 [The Notification] applies for Telecom Type II licensee who

operates a telecommunications network with its own and for Telecom Type III licensee

that shall be prohibited by the rules, criteria and procedures set forth in this notification

with the approval of Shareholders Meeting.

With the approval of the Annual General Meeting of Shareholders for the year 2013 on

28 March 2013, CS LoxInfo Public company Limited defined “The prohibition of acts

that appear to be dominated by Foreigner” to ensure that no business takeover by

foreigners which listed the prohibitions as below:

1. Do not dominate by Foreigner or agent by holding shares, whether direct or

indirect for avoidable to this Notification; or

2. Do not dominate by holding shares by own Foreigner or agent provided that the

said shares have the privilege more than actual shares held in voting in

shareholders meeting or shares held by Thai shareholders; or

3. Do not dominate by Foreigner who has authority, control or influence, whether

direct or indirect to regulate the policy, the management, operation, and

appointment of directors or top executive

Top executive means Chairman of the Board of Directors, Managing Director,

director, Chief Finance Officer, Head of purchasing function or any other person

who has authority of influence on the management or operation of

telecommunication of CS LoxInfo Public Limited Company; or

4. Do not dominate by legal binding with source of fund or loan from Foreigner or

affiliate such as loan guarantee, offering interest rate that lower that market rat,

business risk insurance or granting credit in discriminatory manner; or

5. Do not dominate by the Intellectual Property Contract or the Franchise Contract or

the exclusive rights contract made with Foreigner or affiliate on consequence of

transfer of expense and benefit to Foreigner; or

6. Do not dominate by purchasing contract or employment contract in management

made with Foreigner or affiliate or employee or staff of Foreigner or affiliate on

consequence of transfer of expense and benefit to Foreigner; or

7. Do not dominate by Joint Venture with Foreigner or affiliate by sharing the

operating costs on consequence of transfer of expense and benefit to Foreigner; or

8. Do not dominate by transaction of pricing transfer or pricing collusion with

Foreigner or affiliate This Notification is effective from March 28, 2013

-Signed- -Signed- (Mr. Vuthi Asvasermcharoen) (Mr. Anant Kaewruamvongs)

Authorized directors

CS LoxInfo Public Company Limited

การประชมสามญผถอหนประจ าป 2562 Annual General Meeting of Shareholders for the year 2019

เอกสารแนบ 6 (Enclosure 6)

หนงสอมอบฉนทะ (แบบ ข.) (Proxy Form B)

1

(ปดอากรแสตมป 20 บาท) หนงสอมอบฉนทะ (แบบ ข.)

Proxy (Form B) เลขทะเบยนผ ถอหน เขยนท Shareholders register no. Written at

วนท เดอน พ.ศ. Date Month Year

(1) ขาพเจา สญชาต I/We nationality อยบานเลขท address (2) เปนผ ถอหนของบรษท ซเอส ลอกซอนโฟ จ ากด (มหาชน) (“บรษท”)

being a shareholder of CS LoxInfo Public Company Limited (“the Company”) โดยถอหนจ านวนทงสนรวม หน และออกเสยงลงคะแนนไดเทากบ เสยง ดงน holding the total amount of shares and have the right to vote equal to votes as follows: หนสามญ หน ออกเสยงลงคะแนนไดเทากบ เสยง

ordinary share shares and have the right to vote equal to votes

หนบรมสทธ หน ออกเสยงลงคะแนนไดเทากบ เสยง preference share shares and have the right to vote equal to votes

(3) ขอมอบฉนทะให Hereby appoint

1. ชอ ______________________________________ อาย ป อยบานเลขท Name age years, residing at

ถนน ____________________________________________ _ ต าบล/แขวง อ าเภอ/เขต Road Tambol/Khwaeng Amphur/Khet จงหวด รหสไปรษณย Province Postal Code

2. ชอ _______________________________________ อาย ป อยบานเลขท Name age years, residing at

ถนน ต าบล/แขวง อ าเภอ/เขต Road Tambol/Khwaeng Amphur/Khet จงหวด รหสไปรษณย Province Postal Code คนใดคนหนงเพยงคนเดยวเปนผ แทนของขาพเจาเพอเขารวมประชมและออกเสยงลงคะแนนในการประชมสามญผ ถอหนประจ าป 2562 ในวนพฤหสบดท 18 เมษายน 2562 เวลา 14:00 นาฬกา ณ หอง Auditorium ศนยประชม ซ อาเซยน อาคารซดบเบลย ทาวเวอร ชน 10 เลขท 90 ถนนรชดาภเษก แขวงหวยขวาง เขตหวยขวาง กรงเทพมหานคร หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย

as only one of them as my/our proxy to attend and vote on my/our behalf at the meeting of the Annual General Meeting of Shareholders for the year 2019 on Thursday, April 18, 2019 at 14:00 hrs., at the Auditorium Room of C asean Center at CW Tower, 10th Floor, 90 Ratchadapisek, Huai Khwang, Bangkok or such other date, time and place as the meeting may be adjourned.

(4) ขาพเจาขอมอบฉนทะใหผ รบมอบฉนทะออกเสยงลงคะแนนแทนขาพเจาในการประชมครงน ดงน

In this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows: (ก) ใหผ รบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (ข) ใหผ รบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:

2

วาระท 1 เรองแจงเพอทราบ Agenda 1 Matters to be informed วาระท 2 พจารณารบรองรายงานการประชมสามญผถอหนประจ าป 2561 ซงประชมเมอวนท 27 มนาคม 2561 Agenda 2 To consider and adopt the Minutes of the Annual General Meeting of Shareholders for 2018, held on March 27, 2018

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain วาระท 3 พจารณาอนมตงบการเงนประจ าป สนสด ณ วนท 31 ธนวาคม 2561 Agenda 3 To consider and approve the Financial Statement for the year ended December 31, 2018

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain วาระท 4 พจารณาอนมตจดสรรก าไรสทธเปนเงนปนผล ประจ าป 2561 Agenda 4 To approve the appropriation of net profit for the dividend payments for the year 2018

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain วาระท 5 พจารณาอนมตแตงตงผสอบบญชและก าหนดคาตอบแทนผสอบบญชประจ าป 2562 Agenda 5 To consider and approve the appointment of the Company’s external auditors and fix their remuneration for 2019

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain วาระท 6 พจารณาอนมตเลอกตงกรรมการแทนกรรมการทพนจากต าแหนงตามวาระประจ าป 2562 Agenda 6 To consider and approve the appointment of directors to replace those who will retire by rotation in 2019

การแตงตงกรรมการทงชด Appointment of the entire board เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain

การแตงตงกรรมการเปนรายบคคล

Appointment of any director(s)

1. นายฮย เวง ชอง Mr. Hui Weng Cheong เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain

2. นายอนนต แกวรวมวงศ Mr. Anant Kaewruamvongs เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain

3. นายยงสทธ โรจนศรกล Mr. Yongsit Rojsrikul เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain วาระท 7 พจารณาอนมตการก าหนดขอหามการกระท าทมลกษณะเปนการครอบง ากจการโดยคนตางดาว (เปนไปตามกฎหมาย

และกฎระเบยบ) Agenda 7 To consider and approve the notification “The prohibition of acts that appear to be dominated by Foreigner”

(required by law and regulation) เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain

3

วาระท 8 พจารณาเรองอนๆ (ถาม) Agenda 8 Others business (if any) เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain (5) ค าแถลงหรอเอกสารหลกฐานอน ๆ (ถาม) ของผ รบมอบฉนทะ

Other statements or evidences (if any) of the proxy

(6) การลงคะแนนเสยงของผ รบมอบฉนทะในวาระใดทไมเปนไปตามทระบไวในหนงสอมอบฉนทะน ใหถอวาการลงคะแนนเสยงนนไมถกตองและไมใชการลงคะแนนเสยงของขาพเจาในฐานะผ ถอหน The voting by proxy, which is not consistent with proxy that is deem the voting is not correct and is not voting by shareholders.

(7) ในกรณทขาพเจาไมไดระบความประสงคในการออกเสยงลงคะแนนในวาระใดไว หรอระบไวไมชดเจน หรอในกรณททประชมมการพจารณาหรอลงมตในเรองใดนอกเหนอจากเรองทระบไวขางตน รวมถงกรณทมการแกไขเปลยนแปลงหรอเพมเตมขอเทจจรงประการใด ใหผ ร บมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

กจการใดทผ รบมอบฉนทะไดกระท าไปในการประชมนน ใหถอเสมอนวาขาพเจาไดกระท าเองทกประการ Any acts performed by the proxy in this meeting shall be deemed to be the actions performed by myself/ourselves.

ลงนาม/Signed ผมอบฉนทะ/Grantor ( )

ลงนาม/Signed ผ รบมอบฉนทะ/Proxy ( )



4

หมายเหต/Remarks 1. ผ ถอหนทมอบฉนทะจะตองมอบฉนทะใหผ รบมอบฉนทะเพยงรายเดยวเปนผ เขาประชมและออกเสยงลงคะแนนไมสามารถแบงแยกจ านวนหน ให

ผ รบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number

of shares to many proxies for splitting votes. 2. ผ ถอหนจะมอบฉนทะเทากบจ านวนหนทระบไวในขอ (2) หรอจะมอบฉนทะเพยงบางสวนนอยกวาจ านวนทระบไวในขอ (2) กได The shareholder may grant the power to the proxy for all of the shares specified in Clause (2) or grant only a portion of the shares

less than those specified in Clause (2) to the proxy. 3. ผ รบมอบฉนทะสามารถแยกลงคะแนนเสยงได ทงนหากขอความทระบมจ านวนเกนกวาทระบไวขางตนกสามารถระบเพมเตมไดในใบประจ าตอแบบ

หนงสอมอบฉนทะตามแนบ The proxy may split the votes. In this regard, if the content is too long, it can be specified in the attached along of the proxy form.

4. วาระเลอกตงกรรมการสามารถเลอกตงกรรมการทงชดหรอเลอกตงกรรมการบางราย ทงน ขอบงคบบรษทก าหนดไววา ในการเลอกตงกรรมการบางราย

ตามวาระท 6 ขางตน ผ ถอหนจะแบงคะแนนเสยงแกผหนงผ ใดมากหรอนอยเพยงใดไมได For Item electing directors, the whole Board of Directors or certain directors can be elected. While the Company’s Articles of Association specify that the shareholder may not allot his/her votes to elect any directors under Agenda 6 above unequally.

5. กรณหากมขอก าหนดหรอขอบงคบใดก าหนดใหผ รบมอบฉนทะตองแถลงหรอแสดงเอกสารหลกฐานอนใด เชน กรณผ รบมอบฉนทะเปนผ ม

สวนไดเสยในกจการเรองใดทไดเขารวมประชมและออกเสยงลงคะแนนกสามารถแถลงหรอแสดงเอกสารหลกฐานโดยระบไวในขอ (5) If there is any rule or regulation requiring the proxy to make any statement or provide any evidence, such as the case that the proxy has interest in any matter which he/she attends and votes at the meeting, he/she may mark the statement or provide evidence by specifying in clause (5).

5

ใบประจ าตอแบบหนงสอมอบฉนทะ Supplemental Proxy Form

การมอบฉนทะในฐานะเปนผ ถอหนของ บรษท ซเอส ลอกซอนโฟ จ ากด (มหาชน) The proxy is granted by a shareholder of CS LoxInfo Public Company Limited.

ในการประชมสามญผ ถอหนประจ าป 2562 ในวนองคารท 18 เมษายน 2562 เวลา 14.00 นาฬกา ณ หอง Auditorium ศนยประชม ซ อาเซยน อาคารซดบเบลย ทาวเวอร ชน 10 เลขท 90 ถนนรชดาภเษก แขวงหวยขวาง เขตหวยขวาง กรงเทพมหานคร หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย

For the Annual General Meeting of Shareholders for the year 2019 shall be held on Thursday, April 18, 2019 at 14:00 hrs., at the Auditorium Room of C asean Center at CW Tower, 10th Floor, 90 Ratchadapisek, Huai Khwang, Bangkok or such other date, time and place as the meeting may be adjourned.

วาระท ………………… เรอง ………………………………………………………………

Agenda: ………………… Re : ………………………………………………………………

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain

วาระท ………………… เรอง ………………………………………………………………

Agenda: ………………… Re : ………………………………………………………………


วาระท ………………… เรอง ………………………………………………………………

Agenda: ………………… Re : ………………………………………………………………


วาระท ………………… เรอง ………………………………………………………………

Agenda: ………………… Re : ………………………………………………………………


วาระท ………………… เรอง ………………………………………………………………

Agenda: ………………… Re : ………………………………………………………………

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain ขาพเจาขอรบรองวา รายการในใบประจ าตอหนงสอมอบฉนทะถกตองบรบรณและเปนความจรงทกประการ I/We certify that the statements in this Supplemental Proxy Form are correct, complete and true in all respects.

ลงชอ/ Signed ผมอบฉนทะ/ Grantor ( )

วนท/ Date

ลงชอ/ Signed ___ ผ รบมอบฉนทะ/ Proxy ( )

วนท/ Date


Enclosure 7

Notes on documents and evidence identifying shareholders and proxies who are

eligible to attend and vote at the Shareholders Meeting

with all related laws and regulations and the Company’s articles of association

The Company shall convene the 2019 Annual General Meeting of Shareholders on April 18, 2019 at

14:00 hrs., at the Auditorium Room of C asean Center at CW Tower, 10th Floor, 90 Ratchadapisek,

Huai Khwang, Bangkok. In this connection, the Company shall process with a Barcode system so as

to promote transparency, fairness and benefits for shareholders. The Company considers appropriate

to impose procedures on reviewing of documents and evidence identifying shareholders and proxies

eligible to register, attend and vote at the Meeting as follows:

1. Proxy Form

The Department of Business Development, the Ministry of Commerce issued a notification,

Re: Prescription of a Proxy Form (No. 5) B.E. 2550. The Company has therefore prepared a

proxy form for shareholders who cannot attend the Meeting. A proxy can be any

independent director.

1.1 The Company attaches to the Notice the Proxy Form B which prescribes certain

particulars.

1.2 In the event the shareholders wish to apply Proxy Form A, a simple proxy form, or

Proxy Form C, the proxy for foreign investors appointing custodians as depositary,

both Forms can be downloaded from the Company website, www.csloxinfo.com.

Shareholders may apply only either Form A or B. Foreign investors appointing custodians

as depositary in Thailand can select to apply Form A, B or C.

2. Documents to be produced prior to the Meeting with all related laws and regulations

and the Company’s articles of association

Person

1. Personal attendance: ID Card, Civil Servant Card, or Driving License supported by

any documents in case of change thereto; please produce the Registration Form as

well.

2. Proxy:

- Registration Form which enclosed with the invitation letter;

- Proxy Form duly filled in and signed by both the shareholder and proxy;

- Copy of ID Card, Civil Servant or Driving License of the shareholder which

is duly certified by the shareholder;

- Copy of ID Card, Civil Servant or Driving License of the proxy which is duly

certified by the proxy.

The proxy please present your evidence issued by competent authorities at the point

of registration.

Juristic Entity

1. Personal attendance by director

- Registration Form;



- Proxy Form duly filled in and signed by both the shareholder and the proxy;

- Copy of company certificate which is issued within 30 days by the

Department of Business Development, Ministry of Commerce and certified

by the authorized director(s) containing particulars that the director(s)

attending the Meeting is(are) duly authorized;

- Copy(ies) of ID Card or others issued by competent authorities of the

director(s) and duly certified by such the director(s).

The director please present your evidence issued by competent authorities at the

point of registration.

2. Proxy

- Registration Form which enclosed with the invitation letter;

- Proxy Form duly filled in and signed by both the authorized director(s) of

the shareholder and the proxy;

- Copy of company certificate which is duly certified by the authorized

director(s) containing particulars that the director(s) affixing signature(s) on

the Proxy Form is(are) duly authorized;

- Copy(ies) of ID Card or others issued by competent authorities of the

representative(s) of the entity (director(s)) who is(are) the grantor(s) which

is(are) duly certified by the grantor(s);

- Copy(ies) of ID Card or others issued by competent authorities of the proxy

which is(are) duly certified by the proxy(ies)

The proxy please present your evidence issued by competent authorities at the point

of registration.

3. Custodian appointed as depositary by foreign investors

3.1 Documents as required under juristic entity 1 or 2 shall be prepared;

3.2 In the event the custodian is authorized to sign on proxy, the following

documents shall be produced:

- A power of attorney appointing such custodian to sign on proxy;

- A confirmation letter that signatory has been licensed to engage in

custodian business.

In the event shareholder wishes to apply Proxy A or C, please also produce Proxy

Form B on which a Barcode has been affixed on the date of the Meeting. If the

original document is not made in English, please attach the English translation

which is duly certified by director(s) of such juristic entity.

3. Registration

The Company shall commence the registration not less than two hours prior to the Meeting

or from 12:00 hrs., Thursday, 18th April 2019 at the venue with a map attached to the

Notice.

4. Casting Votes Criteria

General agenda


1. Each share constitutes one vote in each agenda. Shareholders shall only vote for:

agree, disagree or abstain. Splitting of votes is not allowed, except for the case of

custodian.

2. Proxy:

2.1 Proxy shall cast a vote only as specified in the Proxy. Voting of the proxy

which is incompliance with the proxy form shall not constitute a valid vote

by shareholders.

2.2 In the event no instruction has been specified, or the instruction is not clear

in any agenda on the proxy form, or the Meeting considers or votes on any

issue other than those specified on the proxy form, or there would be any

amendment to or change in facts, the proxy shall have discretion to consider

and vote as appropriate.

Director agenda

According to Article 15 of the Company’s Articles of Association, the Meeting of

shareholders shall elect directors in accordance with the rules and procedures as follows:

1. Every shareholder shall have one vote for each share of which he is the holder;

2. Each shareholder may exercise all the votes he has under the above 1. to elect one

or several director(s). In the event of electing several directors, he may not allot his

votes to each unequally.

3. The persons receiving the highest votes in their respective order of the votes shall

be elected as directors at the number equal to the number of directors required at

that time. In the event of an equality of votes among the persons elected in order of

respective high numbers of votes, which number exceeds the required number of

directors of the Company at that time, the Chairman of the Meeting shall be entitled

to a second or casting vote.

5. Procedures on Casting Votes

Chairman of the Meeting or officer shall explain casting vote procedure before

commencement of the Meeting. Officers of the Company shall count and sum up votes on

each agenda based on a Barcode duly affixed. Results on each agenda shall be announced

before the Meeting is ended.

Shareholders can confirm the number of shares holding at Thailand Securities Depository Company

Limited (TSD) who acts as the Company's securities registrar by submitting a letter together with

your personal documents to:

Thailand Securities Depository Co., Ltd.

93 The Stock Exchange of Thailand Building, Rachadapisek Road, Din Daeng,

Bangkok 10400

For more information please contact Telephone Number 02-009-9999

The shareholders can also ask for other information about the Company's shares from TSD


Enclosure 8

ARTICLES OF ASSOCIATION

OF

CS LOXINFO PUBLIC COMPANY LIMITED

Relating to the Shareholders’ Meeting

SHAREHOLDER’S MEETING

Article 29 The Board of Directors shall arrange for an Annual General Meeting of Shareholders

within 4 months from the last day of the fiscal year of the Company.

The Meeting of Shareholders other than that in the first paragraph shall be called the

Extraordinary Meeting. The Board of Directors may summon an Extraordinary

Meeting of Shareholders whenever the Board thinks appropriate. One or more

shareholders holding shares altogether at not less than ten percent of the total number

of shares sold may submit their names in a letter requesting the Board of Directors to

summon an Extraordinary Meeting of Shareholders at any time but they shall give

express subjects and reasons for such request in the said letter. In such case, the Board

of Directors shall arrange for the Meeting of Shareholders to be held within 45 days

from the date of receipt of such request from the shareholders.

In case the board of directors fails to arrange for the meeting within such period under

second paragraph, the shareholders who have subscribed their names or other

shareholders holding the required aggregate number of shares may themselves call the

meeting within 45 days as from the date of expiration of the period under second

paragraph. In such case, the meeting is deemed to be shareholders’ meeting called by

the board of directors and the Company shall be responsible for necessary expenses as

may be incurred in the course of convening such meeting and the Company shall

reasonably provide facilitation.

In the case where, at the meeting called by the shareholders under third paragraph, the

number of the shareholders presented does not constitute quorum as provide by

Article 32, the shareholders under third paragraph shall jointly compensate the

Company for the expenses incurred in arrangements for holding that meeting.

Article 30 In summoning for a meeting of shareholders, the board of directors shall send notice

of the meeting specifying the place, date, time, agenda of the meeting and the subject

matter to be submitted to the meeting together with reasonable details and shall

deliver the same to the shareholders and the Registrar for reference not less than 7

days prior to the meeting. Besides, the notice of the meeting shall also be announced

in a newspaper for consecutive three days and not less than three days before the

meeting.

Article 32 The meeting of shareholders must be attended by not less than 25 shareholders or

proxies (if any) or not less than a half of total number of shareholders holding an

aggregate number of shares not less than one-third of all shares sold in number to

constitute a quorum.


In the event at any meeting of shareholders, after one hour from the time fixed for the

meeting commencement, the number of shareholders present is still not enough to

form a quorum as required, if such meeting of shareholders was requested for by the

shareholders, such meeting shall be revoked. If such meeting of shareholders was not

called for by the shareholders, the meeting shall be called for again and in the letter

case notice of the meeting shall be delivered to shareholders not less than 7 days

before the meeting. In the subsequent meeting no quorum is required.

PROXY AND VOTING

Article 31 At meeting shareholders, the shareholder may appoint any other person who is present

and voting on his behalf. The proxy form must be dated and signed by the principal

and according to the form as prescribed by the Registrar.

The proxy form must be submitted to the board chairman or other person designated

by the board chairman at the meeting place before the proxy attending the meeting.

Article 36 The resolution of the meeting of shareholders shall be supported by the following

votes:

(1) in a normal case, by the majority vote of the shareholders who attend the meeting

and have the right to vote. In case of an equality of vote, the chairman of the

meeting shall be entitled to a casting vote.

(2) in the following cases, by a vote of not less than three-fourths of the total number

of shareholders present at the meeting and entitled to vote:

a. the sale or transfer of whole or essential parts of business of the Company

to other persons.

b. the purchase or acceptance of transfer of businesses of other companies or

private companies to the Company’s own.

c. entering into, amending or terminating the contract relating to the leasing

to the leasing out of business of the Company in whole or in essential

parts; the assignment to anyone else to manage the businesses of the

Company or the amalgamation of the businesses with other persons or

legal persons with an objective to share profit and loss.

d. amendment of the memorandum of association or articles of association.

e. increase or reduction of the capital of the Company.

f. Issuance of debentures.

g. Amalgamation of the Company.

h. Liquidation of the Company.

BOARD OF DIRECTORS, ELECTION AND DIRECTORS VACATING OFFICE

Article 14 The Company shall have a board of directors comprising at least five directors, and

not less than a half of the total number of directors shall have residence within the

Kingdom and must have qualifications as required by law.

Article 15 The meeting of shareholders shall elect the board of directors by a majority of the

shareholders in accordance with the rules and procedures as follows:


(1) every shareholder shall have one vote for each share of which he is the holder;

(2) each shareholder may exercise all the votes he has under the (1) above to

elect one or several director(s). In the event of electing several directors, he

may not allot his votes to each unequally.

(3) the persons receiving the highest votes in their respective order of the votes

shall be elected as directors at the number equal to the number of directors

required at that time. In the event of an equality of votes among the persons

elected in order of respective high numbers of votes, which number exceeds

the required number of directors of the Company at that time, the chairman of

the meeting shall be entitled to a second or casting vote.

Article 16 At every annual ordinary meeting, one-third of the directors, or if their number is not

a multiple of three, then the number nearest to one-third must retire from office.

Directors to vacate office in the first year and the second year after registration to be

public company shall draw lots. In subsequent years, the directors who remained in

office for the longest time shall vacate office. Directors who have equal time in the

office and a larger number to be retired shall be drawn by lot. Directors vacating

office under this Section may be re-elected.

AUDIT

Article 51 The board of directors shall make a balance sheet and a statement of loss and profit at

the end of the accounting period of the Company and submit to the meeting of

shareholders in its annual meeting for approval. The board of directors must submit

the balance sheet and statement of loss and profit to be examined by the auditor before

submission of the same to the meeting of shareholders.

Article 56 The auditor has the duty to attend every meeting of shareholders whenever it is held to

consider the balance sheet, the statement of loss and profit and problems concerning

the accounts of the Company in order to give explanations to shareholders about the

auditing of accounts and the Company shall also send to the auditor the reports and

documents that should be sent to shareholders in the meeting of shareholders.

DIVIDEND AND RESERVE FUND

Article 43 Approval of payment of dividends is forbidden unless approved by resolution of the

shareholders' meeting or resolution of the board of directors. The payment of

dividends and interim dividends shall be paid out of profits. In case the Company still

sustains an accumulated loss, no dividends shall be paid.

Article 44 The Board of Directors may pay interim dividends to shareholders at each time they

consider that the Company has an appropriate profit and inform the matters to

shareholders at the subsequent meeting. After the dividends have been paid, such

dividend payment shall be reported to the shareholder at the next shareholder meeting.

Article 45 Unless otherwise specified by the articles of association regarding preferred shares,

dividends shall be distributed according to the number of shares, which each share

receiving an equal amount.

Article 47 The Company shall allocate to a reserve fund from the annual net profit, not less than

5 percent of the annual net profit deducted by the total accumulated losses brought

forward (if any) until the reserve fund reaches an amount of not less than 10 percent

of the registered capital.

Procedures for attending 2019 Annual General Meeting of Shareholders

CS LoxInfo Public Company Limited Thursday, 18

th April 2019, 14:00 hrs.

* Please return to the Company’s officers the ballot for every agenda when the meeting is completed.

Enclosure 9

Shareholders of

CS LoxInfo Plc.

Voting by Proxy

Registered Desk, attending in person

(Commence at 12:00 hrs.) Review the proxy

Registered Desk, by proxy

(Commence at 12:00 hrs.)

Signing in registration document

Getting ballot cards

Attend the meeting room

The Chairman opens the meeting

At 14:00 hrs.

The Chairman proposes

the agenda by order

Shareholder would like to vote against or

abstain to vote for any agenda, please

raise your hand and give the number of

shareholding in the ballot card.

Company’s officers collect the ballot card

only from shareholder who votes against

or abstain to vote / conclude the result

The Chairman announces the vote to

the meeting

Attending in Person

Showing ID card

The Registration with Barcode Form Proxy with supporting document

The Registration with Barcode Form

Certified copies of Grantor and

ID cards of the Grantee

The Company uses

Barcode System for

Meeting Registration

Enclosure 10


C asean Center at CW Tower

Venue: The Auditorium Room, 10th

floor of C asean Center at CW Tower, 90 Ratchadapisek Road, Huai Khwang, Bangkok.

Tel. 02-785-9999 *Please use the elevator in C asean zone only.

MRT: Thailand Cultural Center Station, Exit 1. You will see Thai Life Assurance building across the road in front of you. Turn right

and walk approximately 500 metres, please use the footbridge when reaching the corner to get in the 2nd

floor of the tower.

BTS: Asoke Station, exit 3 and then connect to MRT Thailand Cultural Center Station

BUS: 36ก, 73, 73ก, 122, 136, 137, 157, 163, 179, 185, 206, 514, 517 and 529. Get off at The Street Ratchada Shopping Mall (Tian

Ruam Mit), Big C Supermarket Ratchada.