One Stop ICT Service 2016 Annual General Meeting of ... · One Stop ICT Service 9 3. Corporate Governance Activities 2015 Key Performances (Cont’d) In 2015, the Board of Directors

One Stop ICT Service

CS LOXINFO PLC. Proprietary & Confidential

2016 Annual General Meeting of Shareholders

CS LOXINFO PLC.28 March 2016


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Agenda 1 Matters to be informed

1. During the period for proposing the agendas and the person to be electedas director, the company has not received any proposal form theshareholders.

Therefore, the Board of Directors has set the agendas, according to thenotice of the meeting sent to the shareholders


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Agenda 2 To consider and adopt the Minutes of the Annual General Meeting of Shareholders for 2015, held on March 25, 2015

Voting According to the Public Limited Companies Act, Section 107 (1)

To approve this matter, a resolution must be passed by a majority ofthe shareholders who attend the meeting and cast their votes

(Abstained votes are not basis for calculation)


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Agenda 3 To acknowledge the Board of Directors’ report on the Company’s operating results for 2015


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CS Loxinfo Plc.(CSL)

AD Venture Plc.(ADV)

Teleinfo Media Plc.(TMC)

100% 100%

General InformationThe Company and its subsidiaries


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General Information (Cont’d)

The content presented in the annual report was divided into 3 segments as follows:

ICT Business

YellowPages Business

Voice Info Service & Mobile Content Business


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1. Granted the privilege by BOI

2015 Key Performances

Granted the privilege by the Board of Investment of Thailand for

The CLOUD Data Center Building 8 years (January 2015 – December 2022)

Income tax exemption on profits arising from the operation from THE CLOUD Data Center Building for 8 years


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2. Social Responsibility

2015 Key Performances (Cont’d)

Develop ICT community center by cooperating with the educational alliance"Stronger Education - Stronger Thailand”

Chae Hom district, Lampang

Fit@Work Activity for staff-health program

Promote “Call Center” for female drug addicts"Empowering People - Empowering Thailand"

Correctional Institution Klong 5 Pathumthani


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3. Corporate Governance Activities


In 2015, the Board of Directors has implemented• The Securities Trading Policy which governs all directors, executives, and employees. The policy is

intended to prohibit the insider trading and the trading of CSL’s Securities.

• In order to comply with the good corporate governance, ethics, Anti-Bribery & Corruption Policy ofthe Company and relevant laws, the Board of directors has approved the Policy and Practiceguidelines for the Board of directors. This policy is designed to govern the activities of the directors.

• Control Self Assessment –CSA: The Company has implemented the control self assessment or CSAsince the year 2013 and has expanded to all department in year 2015 for supporting the good internalcontrol of the company. The work process which has been implemented the CSA was discovered that ithas been improved and developed for more effective and efficient.


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4. Prestigious Awards


The 5th NACC Integrity Awards 2015

the Office of the National Anti-Corruption Commission

(NACC)

• Declaration of intention to Thailand’s Private Sector Collective Action against Corruption (CAC) in 2013• Certified member of CAC (The related policies were issued and effective in the Company) in 2014• Continued implementation in 2015

Provide a channel for whistle blowing specifically in both of internal and external channel (Intranet and website: www.csloxinfo.com)

Employee awareness training and orientation about anti-bribery and corruption Send a letter of cooperation in the implementation of the policy against bribery and corruption to

Vendors / Suppliers. Fraud risks were quarterly reviewed and assessed by RMC. Self-evaluation of the management and staffs of the ethics annually. Send a written request to cooperation partners and external agencies in the omission for the new

year gift. Including, strict the management and staff to comply guidelines of policy.


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Anti Corruption System

http://www.csloxinfo.com/


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Business DirectionICT Business

Develop in major products/services • Maintain customers base• Develop new services• Quality of services

Continue to develop new products/services• High-speed internet for condominium• Software Solution for corporate (cloud/online)• R&D for Internet of Things


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Business Direction (Cont’d)YellowPages Business

Continuing to develop products/services for niche market

Promoting online services, in parallel with print media

Studying and improving in cost structures of products/services for maximum proficiency


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Business Direction (Cont’d)Voice Info & Mobile Content Business

Focus on developing new mobile application for consumers and

business areas


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-13% YoY

*

3 Years Performance Comparison(Consolidated: Million Baht)

* Presented as a normal business profits excluding the impairment loss of goodwill of YellowPages Business (If included, it would be net loss 150 million baht)

-0.2% YoY -3% YoY

-21% YoY

• Overall performance decreased from declining in YellowPages and Mobile Content Business

• However, ICT Revenue & Profit growth had continued to grow by 2% & 4% YoY

• Consolidated EPS Y2015 was 315 MB or 0.53 Bt/share


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Performance of Core Products: By Company(Million Baht)

+2% YoY

-20% YoY-8% YoY

+4% YoY

-106% YoY

-52% YoY

*

* Presented in normalized NI excluding impairment of investment (TMC)

• Almost 80% of profit comes from ICT

• SMS Mobile Service still down trend (ADV)

• Manage bottom line of TMC while top line continue to decline

• Going forward to focus on ICT products and software for smartphone or online


8% YoY

22% YoY

*Revenue and profit from operation for Y2015 continued to grow due to growth ofInternet Data Center, ICT Solution and Cloud Computing.

-14% YoY

82% YoY

Y2015, TMC had net loss from operation of 18 MB due to• Advertisers’ behavior change• Softening economy

Focus on publishing various new virtual books and continuing to integrate printand online media

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ICT Business

YellowPages Business

Total revenues Net profit (loss) from operation

* Excluded the impairment loss of investment in YellowPages business

2% YoY

4% YoY

-15% YoY

-200% YoY

Performance of Core Products: By Segment (MB)as per attachment 2 and Annual Report page 12


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-21% YoY

-44% YoY

Voice Info & Mobile Content

Total revenues

-16% YoY

-48% YoYY2015, Voice Info & Mobile Content segment still decreased due to• Customers’ behavior change• Softening economy

Focus on developing mobile application for smart phone users andcorporate clients

Net profit (loss) from operation

Performance of Core Products: By Segment (MB)As per attachment 2 and Annual Report page 12 (Cont’d)


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Agenda 4 To consider and approve the Financial Statement for the year ended December 31, 2015

Description(Unit: Million Baht)

Consolidated FS The Company’s FS

2015 2014 Change 2015 2014 Change

Total assets 1,908.23 1,894.76 +1% 1,605.80 1,602.26 +0.2%

Total Liabilities 1,251.42 1,282.89 -3% 985.16 1,025.63 -4%

Total revenue 2,963.84 3,044.91 -3% 2,352.72 2,454.22 -4%

Total revenue (excluded dividend received from subsidiary)

2,963.84 3,044.91 -3% 2,287.69 2,244.19 +2%

Net profit (loss) 315.10 (149.94) +310% 309.12 2.19 +14,015%

Earnings (loss) per share (Baht/share)0.53 (0.25) +312% 0.52 0.004 +12,900%


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* *

Auditor’s Report: Clean Report

Selected Information from the Company’s Financial Statements

* Included the impairment loss of goodwill (consolidated FS) and investment (the Company’s FS) in YellowPages business of 550 MB and 443 MB, respectively


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Summary Management’s Discussion and Analysis

• As at 31 December, 2015, CSL had total assets of Baht 1,908 million, an increase of Baht 13 million or1% from the prior year. This was mainly from advances for equipment and software for ICT Businessand cloud computing.

• Total liabilities of Baht 1,251 million, a decrease of Baht 32 million or 3% from the prior year from therepayment of short term and long term loan during the period

• Consolidated revenue for Y2015 of Baht 2,964 million, a decrease of Baht 81 million or 3% from Y2014from YellowPages and Voice Info Services and Mobile Content Businesses

• Consolidated net income of Baht 315 million or Baht 0.53 per share, a decrease of Baht 85 million or21% from net income before an extraordinary item of the same period of prior year (Baht 400 million)


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Agenda 4 To consider and approve the Financial Statement for the year ended December 31, 2015 (Cont’d)


To approve this matter, a resolution must be passed by a majorityof the shareholders who attend the meeting and cast their votes



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Agenda 5 To consider and approve the allocation of net profit as legal reserve fund and dividends payment of the year 2015


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5.1 To consider and approve the allocation of net profit as legal reserve

According to the Public Limited Companies Act, Section 116 and the Company’s Articles of Association, Clause 47

Description Million bahtLegal reserve as at 1 January 2015 5.34

To be set aside as legal reserve during year 2015 9.52

Legal reserve as at 31 December 2015 14.86

Retained earning after allocated for legal reserve as at 31 Dec 2015 135.94

Total accumulated legal reserve fund as at 31 December 2015 was Baht 14.86 million, which is fully 10% of the registered capital (10% of Baht 148.63 million)


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5.1 To consider and approve the allocation of net profit as legal reserve (Cont’d)




Details of the Dividends Payment 2015

The Company’ s earnings per share (Baht/share) 0.52

Total Dividend per share for the year (Baht/share) 0.44

1HF Interim Dividend per share (Baht/share) 0.24

2HF Interim Dividend per share (Baht/share) 0.20

Dividend Payout Ratio (%) 85

Retained earning after paid 2HF Interim Dividend payment (Million Baht)

16.94


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5.2 To consider and approve dividends payment of the year 2015

• The BOD proposed the payment of2015 annual dividend from the resultsof the period 1 Jul 15 - 31 Dec 15should be paid at Baht 0.20 per share,totaling approximately Baht 119million

• The BOD approved the 2015 interimdividend payment from the results ofthe period 1 Jan 15 – 30 Jun 15 at baht0.24 per share

• Therefore, total dividend payment for2015 operating results was at 0.44Bt/share


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Dividend tax credit

5.2 To consider and approve dividends payment of the year 2015 (Cont’d)

Operating period covering each dividend payment

Dividend(Baht per share)

Deductivetax rate

Tax credit

1 January 2015 - 31 December 2015 0.44 20% 20/80


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5.2 To consider and approve dividends payment of the year 2015 (Cont’d)





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Agenda 6 To consider and approve the appointment of the Company’s external auditors and fix their remuneration for 2016

2015 2016 (Propose)

Company KPMG Phoomchai Audit Ltd. Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

Audit Fee (million baht) 1.52 1.35

Auditor’s name CPA (Thailand) Number

1 Mr.Chavala Tienpasertkij 4301

2 Dr.Suphamit Techamontrikul 3356

3 Mr.Permsak Wongpatcharapakorn 3427

Remark: In 2015, the Company had paid the professional service for stock destruction observation in amount of 0.015 million baht


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Agenda 6 To consider and approve the appointment of the Company’s external auditors and fix their remuneration for 2016 (Cont’d)




Agenda 7 To consider and approve the appointment of directors to replace those who will retire by rotation in 2016

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. The three directors listed below are due to retire by rotation in 2016:

CG Policy No.2.6 “Directors shall have terms of office as defined by the Company’s Articles of Association. A retiring director can be re-elected with no limit to the number of re-elections, with the exception of independent directors who can serve a maximum of three consecutive terms, or no longer than 9 years.”CSL’s Article and Association : No limit Term

Name Position Appointment Date Term of Office

By CG Policy

Mr. Wongkulpat Snidvongs na Ayudhaya Independent DirectorChariman of the Board

23-Apr-2007 maximum 3 consecutive terms or no longer than 9 years

Mr. Paiboon Panuwattanawong DirectorChairman of the Executive CommitteeMember of Remuneration CommitteeMember of NCG Committee

28-Sep-2015 No Limit

Mr. Anant Kaewruamvongs DirectorMember of Executive Director

09-Jun-2011 No limit


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Agenda 7 To consider and approve the appointment of directors to replace those who will retire by rotation in 2016 (Cont’d)

• Prof. Wongkulpat Snidvongs Na Ayudyha has completed maximum term under CorporateGovernance Policy.

• Recommend to reappoint Mr. Paiboon Panuwattanawong and Mr. Anant Kaewruamvongsfor another term of office.

• Recommend Mr. Wichian Mektrakarn to be appointed as a new director for replacing Prof.Wongkulpat Snidvongs Na Ayudyha who retired by rotation and has completed maximumterm. This was due to Mr. Wichian Mektrakarn had directly work experiences which canguide for the Company’ s business


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In this Annual General Meeting of Shareholders, Prof. Wongkulpat Snidvongs Na Ayudyha who is an independent director and chairman of the Board of Director, had retired by rotation and has completed maximum term under Corporate Governance Policy.

The Company was thankful Prof. WongkulpatSnidvongs Na Ayudyha for his devotion to the Company including the corporate governance issue until present



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Mr. Paiboon Panuwattanawong

Agenda 7.1 To consider and approve the appointment of directors to replace those who will retire by rotation in 2016

DirectorChairman of the Executive CommitteeMember of Remuneration Committee

Member of NCG Committee


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Mr. Anant Kaewruamvongs

DirectorMember of the Executive Committee



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Mr. Wichian Mektrakarn

Director



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Agenda 8 To consider and approve the remuneration of the Company’s Board of Directors for 2016

2015 2016(Propose)

Directors’ remuneration(Baht)

8,000,000 9,000,000

Actual payment 6,835,336 -

According to Clause 17 of the Company’s Articles of Association, the Company has policy to pay the remunerationfor the Chairman of the Board, independent directors and non-executive directors in the form of monthly retainer,meeting allowance and annual retainer. The remuneration has no other benefits than employee welfare.

Sector Mean

Technology 10,873,398

Total Amount of Directors Compensation Package by Industry Sectors [Baht/Board/Year] *

* Information from Thai Directors Compensation Survey 2014


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Agenda 8 To consider and approve the remuneration of the Company’s Board of Directors for 2016 (Cont’d)

Summary of Director’s Remuneration Policy (Baht)

Position2016 (Propose)

Monthly

RetainerMeeting

AllowanceAnnual retainer

The Board of Directors- Chairman 120,000 x

- Member x 25,000

Audit Committee

- Chairman 25,000 30,000

- Member 20,000 25,000

Other Committees- Chairman x 30,000

- Member x 25,000

The remuneration policy for each transaction of the year 2016 has not changed when compared to the year 2015


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Voting According to the Public Limited Companies Act, Section 90

To approve this matter, a resolution must be passed by a vote of notless than two-thirds of the shareholders who attend the meeting

(Abstained votes are basis for calculation)

Agenda 8 To consider and approve the remuneration of the Company’s Board of Directors for 2016 (Cont’d)


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

been approved in 2013 AGM Meeting, but to comply with the NBTCNotification, the company has to propose this notification to the AnnualGeneral Meeting of Shareholders for review and approve every year


To approve this matter, a resolution must be passed by a majority of theshareholders who attend the meeting and cast their votes



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Agenda 10 Others business (if any)

Submitted Question from Shareholders

During the period for submitting any questions, the company has receivedsome questions form the shareholders as follows:


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Submitted Question from Shareholders

1. Questions about the progress on expanding Internet service for resident condominiums.

1.1 At the present, how many condominiums are we able to expand network infrastructure? How muchrevenue does it generate? and how is the future plan?

ANSWERWe have focused on providing our service to condominiums near BTS as pilot project. Currently, we

are providing our service to 150 buildings, serving around 5,000 subscribers with income approximately 2.5million baht per month.

In 2016, we plan to broaden out pilot project from Sukhumvit area to other areas alongside BTS in orderto gain more feedback. Regarding to sales trend, we found that the number of subscribers has been increasing.Sales trend would be more visibly in another year of pilot project.


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Submitted Question from Shareholders (Cont’d)

1.2 As publicly known, AIS, a subsidiary of InTouch Holdings Plc., is also providing AIS FibreBroadband to condominiums. How many condominiums do both of AIS and CSL compete against eachother? What is the policy of competing for the same market?

ANSWERAt the present, there are approximately 6 million users subscribed to high-speed Internet at homes and

condominiums. The number of subscribers is continuously increasing. The three major providers togetheroccupy 95% of market share today.

AIS and CSL currently have a small share of the market; therefore, overlapping market to each other hasless impact. Furthermore, we focus on different group of customers. CSL targets to light users who looking forpackage that values for money while AIS offers service nationwide with high speed and value added services.


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2. Does CSLoxinfo plan to provide Infrastructure as a Service (IaaS) such as Virtual Server that can bepurchased with a credit card and activated immediately, like Amazon AWS, Microsoft Azure and IBMSofLayer?

From my point of view, I believe that providing such a service will draw more customers from SoftwareDevelopers and AEC. CSLoxinfo may take this into consideration.ANSWER

Thank you for your advice. Actually, we have planned as you recommended.In 2015, we setup virtual server system running on Microsoft Azure Pack, named it AzCloud service which

mainly works almost as the same way as Microsoft Azure does. However, we need to develop new system forautomatic service activation and payment. At the beginning, we have provided our typical service to customersand develop such automatic system simultaneously. It will broaden out our services as your advice.


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3. Questions about policy for selling any other services in the future

3.1 As AEC is about to start currently, what is CSLOXINFO’s business direction?

ANSWER We have developed online services or Software as a Service i.e. Integrated Property ManagementSystem, Sales Management System, Work Management on smartphone. These software are available online,which can serve customers in AEC market without boundary.

3.2 Does Intouch Holdings have guideline or limitation for business expansion to international market?

ANSWER INTUCH has opened up for investment in Thailand and other countries.


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3.3 Does CSLOXINFO have a long-term plan in 5-10 years ahead for revenue growth to 10-20% per year?

ANSWER

We have developed new services which have a potential to generate additional revenue in the future,including online services and high speed internet service to condominium. Their potential growth is expected in5-10 years ahead because of demand increased and competitive advantage i.e. resource management, humanresource and network infrastructure, in the target market.


THANK YOU

CS LOXINFO PLC. Proprietary & Confidential

Documents

One Stop ICT Service 2016 Annual General Meeting of ... · One Stop ICT Service 9 3. Corporate Governance Activities 2015 Key Performances (Cont’d) In 2015, the Board of Directors