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Invitation to the 2016 Annual General Meeting of Shareholders……………………………………………1
Registration Form (please bring this document to the Meeting)
(Enclosure 1)……………………………………………………………………please see separate document
Copy of the Minutes of the 2015 Annual General Meeting of Shareholders held on 26 March 2015
(Enclosure 2)……………………………………………………………………………………………………8
2015 Annual Report together with the Audited Consolidated Financial Statements of the Company for
the year ended 31 December 2015
(Enclosure 3)………………………………………………………………………………please see CD-ROM
Profiles of candidates nominated for election as directors of the Company
(Enclosure 4)……………………………………………………………………………………………………25
Notification of the National Broadcasting and Telecommunications Commission re: Prescription of
Restricted Foreign Dominance Behaviours B.E. 2555 (2012) and List of Restricted Foreign Dominance
Behaviours
(Enclosure 5)……………………………………………………………………………………………………30
Registration documents, registration and meeting processes, and voting procedures and vote counting
(Enclosure 6)……………………………………………………………………………………………………35
Proxy Form B
(Enclosure 7)……………………………………………………………………………………………………39
Profiles of independent directors to serve as proxy and qualifications of independent directors
(Enclosure 8)……………………………………………………………………………………………………44
Articles of Association of the Company concerning shareholders meeting
(Enclosure 9)…………………………………………………………………………………………………....46
Map of the meeting location
(Enclosure 10)……………………………………………………………………………………..……………48
TAC.LG 021/2559
29 February 2016
Re: Invitation to the 2016 Annual General Meeting of Shareholders
To: Shareholders of Total Access Communication Public Company Limited
Enclosures: 1. Registration form (Please see separate document)
2. Copy of the Minutes of the 2015 Annual General Meeting of Shareholders held on
26 March 2015 (Document accompanying Agenda Item 1)
3. 2015 Annual Report together with the Audited Consolidated Financial Statements
of the Company for the year ended 31 December 2015 (Document accompanying
Agenda Items 2 and 3)
4. Profiles of candidates nominated for election as directors of the Company
(Document accompanying Agenda Item 5)
5. Notification of the National Broadcasting and Telecommunications Commission re:
Prescription of Restricted Foreign Dominance Behaviours B.E. 2555 (2012) and
List of Restricted Foreign Dominance Behaviours (Document accompanying
Agenda Item 8)
6. Registration documents, registration and meeting processes, and voting
procedures and vote counting
7. Proxy Form B (Shareholders can download Proxy Form C from the Company’s
website at http://dtac.listedcompany.com/meeting.html, select “The Annual
General Meeting of the Shareholders for the Year 2016”)
8. Profiles of independent directors to serve as proxy and qualifications of
independent directors
9. Articles of Association of the Company concerning shareholders’ meeting
10. Map of the meeting location
The Board of Directors of Total Access Communication Public Company Limited (the “Company”)
would like to invite you to attend the 2016 Annual General Meeting of Shareholders (the “Meeting”)
on Wednesday, 30 March 2016 at 1.00 p.m. at the Grand Ballroom, 4th Floor, InterContinental
Bangkok, No. 973 Ploenchit Road, Lumpini Subdistrict, Pathumwan District, Bangkok, 10330
Thailand, to consider the following agenda.
Agenda 1 Adoption of the Minutes of the 2015 Annual General Meeting of Shareholders held
on 26 March 2015
Opinion of the Board of Directors: Shareholders are recommended to adopt the Minutes of the 2015
Annual General Meeting of Shareholders held on 26 March 2015 at 1.00 p.m., which the Board of
Directors has considered to be properly recorded. A copy of the Minutes of the 2015 Annual General
Meeting of Shareholders is set out in Enclosure 2.
Agenda 2 Acknowledgement of the Annual Report on the business operations of the
Company for 2015
Opinion of the Board of Directors: Shareholders are recommended to acknowledge the business
operations of the Company for 2015 as set forth in the 2015 Annual Report in Enclosure 3.
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Agenda 3 Approval of the Audited Consolidated Financial Statements of the Company for the
year ended 31 December 2015
Opinion of the Board of Directors: Shareholders are recommended to approve the Audited
Consolidated Financial Statements of the Company for the year ended 31 December 2015. A copy of
the Audited Consolidated Financial Statements is included in the 2015 Annual Report of the Company
and set out in Enclosure 3. A key summary of the same in comparison with the previous year is as
follows:
Items THB (Million)
2015 2016
Total Assets 106,426.10 110,965.41
Total Liabilities 73,827.67 83,741.83
Equity attributable to owners of the Company 32,591.32 27,221.45
Total Revenue 90,492.59 87,752.76
Profit attributable to Equity holders of the Company 10,728.75 5,893.11
Earnings per share 4.53 2.49
Agenda 4 Approval of the annual dividend for 2015 and acknowledgement of the interim
dividend payments
The dividend payment policy of the Company in 2015 is to pay no less than 80 percent of its net
profits, depending on its financial position and future business plans. The Company aims to pay
dividend on a quarterly basis.
Opinion of the Board of Directors: Shareholders are recommended to approve the annual dividend
payment of the Company for 2015 at the rate of THB 0.52 per share (subject to any applicable
withholding tax), payable from the operational results for the period starting from 1 October 2015 to 31
December 2015, and some from the retained earnings of the Company, totalling THB 1,231,261,720.
An individual shareholder may apply for a tax credit from the annual dividend payment in accordance
with Section 47 bis of the Revenue Code.
The Company will make the annual dividend payment to shareholders whose names appear on the
list of shareholders of the Company as at the Record Date on 18 February 2016. The register of
shareholders of the Company will be closed on 19 February 2016 for collecting shareholders’ names
in accordance with Section 225 of the Securities and Exchange Act, B.E. 2535 (1992).
The annual dividend will be paid on 20 April 2016.
Please note that the right to receive the annual dividend payment remains uncertain unless and until it
is approved by the shareholders at this 2016 Annual General Meeting.
In addition, shareholders are further recommended to acknowledge the interim dividend payments
that were made, in total, three times in 2015 as follows:
1st payment Paid on 22 May 2015 at the rate of THB 0.89 per share (subject to applicable
withholding tax) from the operational results for the period starting from 1 January 2015 to 31 March 2015 pursuant to the resolution of the Board of Directors adopted
at the Board of Directors’ Meeting No. 3/2015 held on 24 April 2015;
2nd payment Paid on 18 August 2015 at the rate of THB 0.80 per share (subject to applicable
withholding tax) from the operational results for the period starting from 1 April 2015
to 30 June 2015 pursuant to the resolution of the Board of Directors adopted at the
Board of Directors’ Meeting No. 5/2015 held on 20 July 2015; and
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3rd payment Paid on 17 November 2015 at the rate of THB 0.72 per share (subject to applicable
withholding tax) from the operational results for the period starting from 1 July 2015
to 30 September 2015 pursuant to the resolution of the Board of Directors adopted
at the Board of Directors’ Meeting No. 8/2015 held on 19 October 2015.
In summary, the Company paid dividends from the operational results of the Company in 2015, in
aggregate, at the rate of THB 2.93 per share (including both interim and annual dividends), totalling
THB 6,935,278,432.47, which is equal to 96 percent of the net profits based on the non-consolidated
financial statements of the Company and 118 percent of the net profits based on the consolidated
financial statements of the Company, in line with the Company’s dividend policy in 2015 that it will pay
no less than 80 percent of its net profits as mentioned above.
The table below sets out a comparison of dividend payments made from the operational results of the
Company in 2014 and 2015.
2014 2015
Consolidated net income (THB) 10,729 million 5,893 million
Earnings per share (THB) 4.53 2.49
Total dividend per share (THB) 6.91 2.93
- Interim dividend 4.57 2.41
- Annual dividend 2.34 0.52*
Total dividend (THB) 16,338 million 6,935 million*
Pay-out ratio including interim dividend 153% 118%
Note:
* Upon approval of the shareholders at this 2016 Annual General Meeting.
Agenda 5 Approval of the election of directors
Under the Articles of Association of the Company, one-third of the directors must retire by rotation at
every annual general meeting. The Company has a total of 12 directors. Four directors are retiring
this year, namely:
1. Mr. Tore Johnsen Director, Member of the Nomination Committee, Member of
the Remuneration Committee, and Member of the
Corporate Governance Committee
2. Mr. Lars-Aake Valdemar Norling Director
3. Mr. Haakon Bruaset Kjoel Director, Member of the Nomination Committee, and
Member of the Remuneration Committee
4. Mr. Richard Olav Aa Director
During the period of 1 October – 31 December 2015, the Company invited shareholders to nominate
qualified persons to be elected as directors of the Company. However, no shareholders nominated
any candidates for election as directors of the Company.
Mr. Henrik Clausen tendered his resignation from the Company’s directorship with effect on 29 March
2016 onwards.
The policy of the Nomination Committee is to consider and nominate appropriate candidates for the
best interest of the Company for election as directors of the Company based on their qualifications,
experience and performance. The Nomination Committee has considered the matter and
recommended as follows:
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(a) the re-election of Mr. Tore Johnsen, Mr. Lars-Aake Valdemar Norling, and Mr. Haakon Bruaset
Kjoel, who are due to retire by rotation to be the directors of the Company for the same positions
for another term of office; and
(b) the election of Mrs. Tone Ripel and Mr. Martin Jacob Furuseth as the new directors of the
Company to replace Mr. Richard Olav Aa (the retiring director) and Mr. Henrik Clausen (the
resigning director), respectively.
Opinion of the Board of Directors: Shareholders are recommended to approve the nomination of
following five directors as the Company’s directors.
1. Mr. Tore Johnsen
2. Mr. Lars-Aake Valdemar Norling
3. Mr. Haakon Bruaset Kjoel
4. Mrs. Tone Ripel
5. Mr. Martin Jacob Furuseth
The Board of Directors, with the recommendation of the Nomination Committee, has considered the
matter, taking into consideration the appropriateness and the best interests of the Company, and was
of the view that all of the aforementioned directors have all the qualifications and do not possess any
prohibited characteristics prescribed by laws. They are competent, knowledgeable, and have clear
visions and extensive experience in the telecommunications business which is beneficial to the
business operations of the Company. Shareholders are recommended to re-elect the three directors
namely Mr. Tore Johnsen, Mr. Lars-Aake Valdemar Norling, and Mr. Haakon Bruaset Kjoel, for the
same positions for another term of office and elect Mrs. Tone Ripel and Mr. Martin Jacob Furuseth as
new directors to replace Mr. Richard Olav Aa and Mr. Henrik Clausen, respectively.
Profiles of candidates nominated for election as directors of the Company are set out in Enclosure 4.
Agenda 6 Approval of the remuneration of directors for 2016
The policy of the Remuneration Committee is that the remuneration structure of directors of the
Company be reviewed every three years, with the adjustment to the remuneration amounts being
considered every year, by taking into account various factors such as the current economic situation,
the Company’s business operation, the market and industry norms, the duties and responsibilities of
directors and the highly complex rules and regulations of the telecommunications business, etc.
The Remuneration Committee, taking into consideration the appropriateness vs increased directors
responsibilities, scope of roles and responsibilities, reasonableness vs benefits that could be obtained
from the directors, type of business and the proposed business expansion of the Company and the
remunerations of directors of other listed companies engaging in the same industry or having a
comparable size, has recommended that the remuneration of directors of the Company for 2016 be
increased to an amount not exceeding THB 11,500,000 (an increase from 2015, which was set at the
amount not exceeding THB 11,000,000). In this regard, the Company has taken into consideration
the increase in the Board of Directors’ works that are very detailed and complicated, their past
performance, and responsibilities. In comparison with the remunerations of directors of other listed
companies engaging in a similar industry or of a comparable size, it was found that, in average, the
proposed increase of the directors’ remuneration is appropriate and can be comparable with those of
other listed companies in the same market and industry. In addition, the proposed increase amount is
at the level that would be able to encourage and maintain the valued and experienced directors.
Hence, it is recommended that the meeting allowance of the Board of Directors should be increased.
The Company does not provide any other benefits to the directors, other than the monthly fee
and meeting allowance.
Opinion of the Board of Directors: Shareholders are recommended to approve the remuneration of
directors of the Company for 2016 in the amount not exceeding THB 11,500,000.
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A comparison of the proposed remuneration of directors with the same for the previous year is as
follows:
2015 2016
Monthly Fee Meeting Allowance
Monthly Fee Meeting Allowance
Board of Directors
Chairman THB 278,400 - THB 278,400 -
Independent directors THB 69,600 THB 42,000 THB 69,600 THB 50,000
Director (CAT representative)* - THB 21,600 - THB 25,600
Audit Committee
Chairman - THB 50,000 - THB 50,000
Independent directors - THB 28,800 - THB 28,800
Remuneration Committee
Chairman - THB 18,000 - THB 18,000
Independent directors - THB 14,400 - THB 14,400
Nomination Committee
Chairman - THB 18,000 - THB 18,000
Independent directors - THB 14,400 - THB 14,400
Corporate Governance Committee
Chairman - THB 18,000 - THB 18,000
Independent directors - THB 14,400 - THB 14,400
Note:
* The Concession Agreement between the Company and CAT Telecom Public Company Limited (“CAT”)
requires that the Board of Directors of the Company consists of one representative from CAT.
** Other directors do not receive any director remuneration.
Agenda 7 Approval of the appointment of auditors of the Company and fixing their
remuneration
The Board of Directors, with the recommendation of the Audit Committee, has considered the work of
the auditors of EY Office Limited (“EY Office”) in 2015 to be satisfactory. The auditors also have
knowledge and understanding of the telecommunications business, as well as experience and
expertise in auditing telecommunications companies. EY Office is also the auditor of most of the
subsidiaries of the Company.
Opinion of the Board of Directors: Shareholders are recommended to appoint either one of the
following auditors of EY Office to be the auditor of the Company for the financial year ended 31
December 2016:
1. Mrs. Gingkarn Atsawarangsalit(1) Certified Public Accountant No. 4496
2. Ms. Sirirat Sricharoensup Certified Public Accountant No. 5419
3. Mr. Sophon Permsirivallop(2) Certified Public Accountant No. 3182
4. Ms. Pimjai Manitkajohnkit(3) Certified Public Accountant No. 4521
Remark:
(1) Mrs. Gingkarn Atsawarangsalit was the auditor in charge of auditing and expressing opinions on the
financial statements of the Company from 2010 to 2012.
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(2) Mr. Sophon Permsirivallop was the auditor in charge of auditing and expressing opinions on the financial
statements of the Company from 2013 to 2014.
(3) Ms. Pimjai Manitkajohnkit was the auditor in charge of auditing and expressing opinions on the financial
statements of the Company for the year 2015.
In the event that the aforementioned auditors are unable to perform their duties, EY Office is
authorised to assign other auditors to perform the audit and express opinions on the Company’s
financial statements in their place.
In addition, shareholders are recommended to approve the remuneration of the auditors for 2016 to
be an amount not exceeding THB 5,195,000 (excluding VAT), which consists of fees for annual audit
and quarterly reviews of the financial statements. The proposed remuneration decreases by 1.16
percent from that of the previous year.
Each of the proposed individual auditors and EY Office do not have any relationship with, or interest
in, the Company, its subsidiaries, management, major shareholders, or any of their related persons,
which may affect their independence.
Agenda 8 Approval of the list of restricted foreign dominance behaviours pursuant to the
Notification of the National Broadcasting and Telecommunications Commission
re: Prescription of Restricted Foreign Dominance Behaviours B.E. 2555 (2012)
The National Broadcasting and Telecommunications Commission (the “NBTC”) has issued the NBTC
Notification re: Prescription of Restricted Foreign Dominance Behaviours B.E. 2555 (2012) (the
“Notification”). The Notification requires telecommunications operators to consider and review the
list of restricted foreign dominance behaviours as per the guideline specified in the Annex to the
Notification, details of which are set out in Enclosure 5, for proposal to shareholders for approval, and
to submit an undertaking, signed by authorised directors of the Company, that the Company will not
take any action which will violate the aforementioned restrictions to the NBTC.
Opinion of the Board of Directors: The Board of Directors has considered and recommended that
shareholders approve the list of restricted foreign dominance behaviours as per the guideline
specified in the Annex to the Notification, details of which are set out in Enclosure 5, and authorise the
authorised directors of the Company to submit the undertaking to the NBTC that the Company will not
take any action which will be in violation of the aforementioned restrictions as specified by the
Notification.
Agenda 9 Other matters (if any)
Further Information
All shareholders are entitled to vote in Agenda 1 to 8.
The resolutions in Agenda 1 to 8 (except for Agenda 6 which requires the vote of not less than two-
thirds of the total shares held by the shareholders who attend the Meeting) require a simple majority
vote of the shareholders who attend the Meeting and are entitled to vote.
Shareholders are cordially invited to attend the Meeting on the date and at the time and place
specified above.
The registration desk will be open on Wednesday, 30 March 2016 at 11.00 a.m.
The Company uses the barcode system for registration and vote counting, which will help expedite
the registration and vote counting processes. Shareholders and proxies are requested to present the
Registration Form as set out in Enclosure 1 at the Meeting together with other supporting documents
as specified in Enclosure 6.
Shareholders who wish to appoint a proxy are required to complete Proxy Form B (Enclosure 7) or
Proxy Form C (which can be downloaded from the Company’s website at
http://dtac.listedcompany.com/meeting.html, select “The Annual General Meeting of the Shareholders
- 7 -
for the Year 2016”), and return it together with the supporting documents specified in Enclosure 7, to
the registered office of the Company at:
Total Access Communication Public Company Limited
Corporate Secretary Department
31st Floor, Chamchuri Square Building
319 Phayathai Road, Pathumwan Subdistrict, Pathumwan District,
Bangkok, 10330 Thailand
no later than 5.00 p.m. on Monday, 28 March 2016, or submit the same at the venue of the
Meeting. Shareholders who wish to appoint a proxy may appoint any one person or either one of the
following independent directors of the Company: Mr. Chulchit Bunyaketu, Mrs. Chananyarak
Phetcharat, or Mrs. Kamonwan Wipulakorn as their proxy. Profiles of the independent directors are
set out in Enclosure 8.
Yours faithfully,
Mr. Boonchai Bencharongkul
Chairman of the Board of Directors
Note:
Shareholders may also find the Invitation to the 2016 Annual General Meeting of Shareholders, including its
supplements and proxy forms, on the Company’s website at http://dtac.listedcompany.com/meeting.html, select
“The Annual General Meeting of the Shareholders for the Year 2016”.
A publication form of the 2015 Annual Report may be obtained upon request at the Reception Counter of the
Company (Rama IV Road wing) on the Ground Floor, Chamchuri Square Building, 319 Phayathai Road,
Pathumwan Subdistrict, Pathumwan District, Bangkok 10330, Thailand, Tel. +66 2202 8106 from Tuesday, 8
March 2016 onwards or at the venue of the Meeting.
Any questions or comments concerning the agenda of the Meeting may be sent to the Company in advance of
the Meeting via email at [email protected] or facsimile no. +66 2657 6083, for the attention of the
Company Secretary.
