Enclosure 1 - CSLOXINFO · 2019-07-22 · 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

Enclosure 1

Translation

Minutes of the Annual General Meeting of Shareholders for 2016 CS LoxInfo Public Company Limited

Registration No. 0107546000377 Monday, March 28, 2016 at 09:30hrs.

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

According to Section 225 of the Securities and Exchange Act, B.E. 2535, 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 24, 2016. The Company’s share registration book was closed on February 25, 2016, when 6,241 shareholders were registered, holding a combined total of 594,514,769 shares.

Directors present

1. Prof. Wongkulpat Snidvongs na Ayudhya Independent director and Chairman of the Board of Directors

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

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

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

5. Mr. Paiboon Panuwattanawong Director, Executive Chairman, Remuneration Committee Member and Member of the Nomination and CG Committee

6. Mr. Vuthi Asvasermcharoen Director and Executive Director

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

8. Mr. Hansa Cheevapurke Director

Directors absent

1. Mr. Lee Han Kheng Director, Executive Director, Remuneration Committee Member and Member of the Nomination and CG Committee

Executives present

1. Mr. Chutidej Printhitipa Managing Director of TeleInfo Media Public Company Limited (TMC) and Chairman Board of AD Venture Public Company Limited (ADV), a subsidiary of the Company

2. Mr. Anuwat Sanguansappayakorn Chief Finance Officer of the Company

3. Ms. Sarisorn Chandraramya Company Secretary

Translation Minutes of the Annual General Meeting of Shareholders for 2016

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External auditor Mr. Sukit Wongthawararat CPA (Thailand) No. 7816 of KPMG Phoomchai Audit Co., Ltd. Rights Protection Volunteer Ms. Piyarat Koonjitti, representing the Thai Investors Association. External lawyers present to observe voting procedures Ms. Patumporn Somboonpoonpol from Weerawong Chinnavat & Peangpanor Limited. 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. According to the AGM guidelines for good governance, to consider and approve the appointment of directors to replace those who would retire by rotation in 2016 the Company’s staffs would collect all the ballot papers from shareholders (whether they specified approval, disapproval or abstention) to calculate the votes. However, if there is no objection was raised or comments made by the shareholders or ballot had not been tendered to the Company’s officers, it was deemed that such shareholders agreed to that item. 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.

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


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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 2015 had already been distributed to all shareholders with the invitation letter of this meeting. The Company’s officer informed the meeting that there were 407 shareholders present in person and by proxy representing 386,269,142 shares or 64.9722% of the Company’s total paid-up shares (594,514,769) and the proxies represented 211 shareholders holding 378,999,310 shares (the proxies represented by members of Audit Committee and independent directors 12 shareholders holding 3,844,400 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 2016 to consider matters listed in its invitation letter. Preliminary proceedings

Prof. Wongkulpat Snidvongs na Ayudhya, the Chairman of the meeting, declared the meeting duly convened to consider the agenda below.

Agenda 1 Matters to be informed

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, 2015 until December 30, 2015, 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 February 26, 2016 to March 21, 2016, 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. There are some questions from the shareholder which will be answered in Agenda 10 “Others business”.

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

2015, held on March 25, 2015

The Chairman proposed the shareholders to adopt the Minutes of Annual General Meeting of Shareholders for 2015, held on March 25, 2015. 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 2015, held on March 25, 2015, as proposed, by majority vote of the shareholders who attended the meeting and cast their votes. The total votes were cast as follows:


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Resolution Vote

(1 Share = 1 Vote )

% of the total shares held by shareholders attending and cast

their votes

Agreed 387,314,675 100.0000

Disagreed 0 0.0000

Abstained 5,700 -

Voided Ballot 0 -

Total 387,320,375 -

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

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 2015, shown in Enclosure 2, and The Company’s Operating Result for 2015, shown in Enclosure 3 of the invitation letter for this meeting.

Mr. Anant Kaewruamvongs reported on the Company’s operating results for 2015 to the Meeting as follow:

1. The privilege by BOI

CS LOXINFO was granted the privilege by the Board of Investment of Thailand for the CLOUD Data Center Building 8 years (January 2015 – December 2022). The income tax exemption on profits arising from the operation of THE CLOUD Data Center Building for 8 years.

2. Social Responsibility

The Company developed ICT community center by cooperating with the educational alliance "Stronger Education - Stronger Thailand” at Chae Hom district, Lampang.

The Company have established Fit@Work activity for staff-health program.

The Company has promoted “Call Center” for female drug addicts “Empowering People – Empowering Thailand” in Correctional Institution Klong 5 Pathumthani.

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 all designated person from trading of CSL’s Securities for a period of thirty (30) days prior to the disclosure or publication of the quarterly and annual financial statements.

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


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Control Self-Assessment – CSA: The Company has implemented the control self- assessment or CSA since the year 2013 and has expanded to all departments in year 2015 for supporting the good internal control of the Company. The work process which has been implemented the CSA was discovered that it has been improved and developed for more effective and efficient.

4. Prestigious Awards

CS LOXINFO was received the 5th NACC Integrity Awards 2015 from the Office of the National Anti-Corruption Commission (NCAA). 5. Anti-Corruption System

According to the Company had intended to attend in the Thailand’s Private Sector Collective Action against Corruption (CAC) in 2013, then, the Company has been certified to be the member of CAC in 2014. Moreover, the Company implemented to issue the related policies consecutively. In 2015, the Company continued implementation as follows;

- 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.

Mr. Anant Kaewruamvongs also reported business direction within CSL group to the Meeting as follow;

ICT Business

Developing in major products and services.

- Maintain customer’s 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

YellowPages Business

Continue to develop products/services for niche market

Promote new online services in parallel with print media

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

http://www.csloxinfo.com/


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Voice Info Services and Mobile Content Business

To focus on developing new mobile application for consumers and business areas

Mr. Anant Kaewruamvongs summarized the Consolidated Revenue, Performance of Core Products: By Company and Performance of Core Products: By Segment of the Company in 2015 as follows;

Consolidated operating performance

For the year 2015, Consolidated Revenue was 2,964 Million Baht, decreased 3% compared with previous year.

Overall performance decreased from declining in YellowPages and Mobile Content Business

However, ICT Revenue and Profit growth had continued to grow by 2% and 4% when compared to previous year.

Consolidated Earnings Per Share (EPS) for the year 2015 was 315 Million Baht or 0.53 Baht per share

Performance of Core Products: By Company

The profit of CSL comes from ICT almost 80%

SMS Mobile Service still down trend (ADV)

The revenue of YellowPages (TMC) still declines. However, profit of TMC has negative approximately 1 Million Baht due to TMC strictly manages and controls the cost and expenses of YellowPages.

In a long term, the Company have to focus on ICT products and software for smartphone or online.

Performance of Core Products: By Segment

ICT Service Provider Business (CSL)

For the year 2015, the revenue was 2,287 Million Baht increased 2% compared with previous year. The profit was 244 Million Baht, increased 4% compared with previous year.

This was mainly come from the continuous growth of Internet Data Center, ICT Solution and Cloud Computing. YellowPages and Call Center Business (TMC)

For the year 2015, the revenue was 252 Million Baht decreased 15% from previous year.The profit was negative 18 Million Baht. This was mainly come from the Advertiser’s behavior change and the softening economy.

However, TMC needs to focus on publishing various new virtual books and continuing to integrate print and online media. Voice & Mobile Content Service Business (TMC&ADV)

For the year 2015, revenue was 425 Million Baht decreased 16% from previous year, and profit was 89 Million Baht decrease 48% from previous year, due to the Customer’s behavior change and the softening economy. However, ADV needs to focus on developing mobile application for smart phone users and corporate clients.


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The Chairman asked for the questions from shareholders, the shareholder questioned as follows; Mr. Tongin Sangngam, the shareholder, suggested and questioned as follows;

He admired to the Board for the profit of operation and requested to keep the good performance and dividend payment.

He suggested that the Company’s operating results should provide the details of revenue and expense in order to easily understand even it is provided in the attached document.

He recommended that the souvenirs which were given to the shareholders should clearly record that the shareholders did not request the souvenirs from the Company which might cause the guilt to the shareholders. The Company voluntarily gives such souvenirs to the shareholders.

Mr. Anant Kaewruamvongs apologized for the details of revenue and expenses which were not provided such details in the Company’s operating results. Moreover, he described that the Company used to provide the details of revenue and expense in the Company’s operating results but the shareholders claimed that the details of revenue and expense are already provided in the handouts. Therefore, the Company would like to summarize only the significant details.

Mr. Hungchai Akkavatsakul, the shareholder, suggested and questioned as follows;

Firstly, he thanked for the presentation paper that distributed to shareholders today. If it is possible, the Company should send the presentation paper to shareholders with the notice.

The question was about the Yellow pages business that it should be worried. It might not be run without the coordination with ICT business. For example, ICT should support the Yellow pages. For example, some customers can advertise their products for free by using Yellow pages’ customer base. He would like to know the growth of the Yellow pages by customer base. In addition, using ICT business to renew the business of the Yellow pages. If there were no any change, the YellowPages is unable to continue.

Mr. Anant Kaewruuamvongs would like to thank you for the recommendation and this suggestion will be taken in to consideration. Moreover, he explained that the Company has considered the performance and risk factors of YellowPages every quarter. If TMC cannot run a YellowPages business, the management will consider suitable solution for this business.

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

Does the Company estimate the revenue of Data Center and Cloud Computing in the future? And how about the competition in this business area?

Mr. Anant Kaewruuamvongs explained that the Data Center and Cloud Computing are welded together. He also described that the main revenue is come from the Computer Rack at Data Center which is more than the Cloud service. In addition, the growth of this business is approximately 10% and the competitor is about 10 companies in this business area.

Could you explain the growth of Broadband Condominium and the strategy in this business?

Mr. Anant Kaewruuamvongs explained that the customers of broadband internet market in Thailand are approximately 6,000,000 customers. The customers in Bangkok are about 60% and the provincial customers are about 40%. Moreover, the Company will invest in potential


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areas and also focused the customers who have the same using behavior. Now, the Company has customers approximately 200 condominiums in central area and the Company will expand Broadband Condominium business continuously. Furthermore, he pointed out that the Company strategy is to invest in valuable condominium which is different from the major telecommunication companies who invest in all areas.

Could you explain the selling strategy of mobile application?

Mr. Anant Kaewruuamvongs explained that, at the present, many organizations use Line application for communication but the confidential information might disclose to the public. Therefore, he realized that if the Company creates the chat application which can be monitored and kept the confidential information, it might answer the consumer demand.

Ms. Piyarat Koonjitti, representing the Rights Protection Volunteer from Thai Investors Association,

questioned as follow;

Queried about the progress after the Company is a certified Company of the Thailand’s Private Sector Collective Action against Corruption.

Prof. Wongkulpat Snidvongs na Ayudhya explained that the Company has already presented that the Company has already attended and certified to be a member of Thailand’s Private Sector Collective Action against Corruption. Moreover, the Company was received the NACC Integrity Awards 2015.

Mr. Tinnaphob Wanprasobsuk, the shareholder, suggested and questioned as follow;

Does the profit trend of ADV still decline in this year? And he concerned that the dependence of only ICT business might not enough.

Mr. Anant Kaewruuamvongs explained that the Company always consider the operating results. In addition, he claimed that the profit trend of ADV is not sharply decreased as 2-3 years ago. Moreover, he believed that the performance of ADV can make the profit to the shareholders. He also pointed out that ADV will find the new product or service in order to make the revenue to the Company.

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,

2015

The Chairman assigned Mr. Anuwat Sanguansappayakorn, Chief Finance Officer of the Company, to further present the Financial Statements for the year ended December 31, 2015 to the meeting. Mr. Anuwat Sanguansappayakorn then 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 2016 to approve the Financial Statements for the year ended December 31, 2015 as presented in Agenda 3, which had been reviewed by the Audit Committee and examined by Mr. Supot Singhasaneh CPA (Thailand) No.2826, the appointed auditor of KPMG Phoomchai Audit Co., Ltd. All the details were shown in the Company’s Annual Report for 2015 (Page 106 - 162), as


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shown in Enclosure 2 of the invitation letter for this meeting. The Company then requires the Annual General Meeting of Shareholders 2016 to approve the Financial Statements for the year ended December 31, 2015 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

2015 2014 2015 2014

Total assets 1,908.23 1,894.76 1,605.80 1,602.26

Total liabilities 1,251.42 1,282.89 985.16 1,025.63

Total revenue 2,963.84 3,044.91 2,352.72 2,454.22

Net profit (loss) 315.10 (149.94)* 309.12 2.19*

Earnings (loss)per share(Baht/share)

0.53 (0.25) 0.52 0.004

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

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, 2015 as presented. 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 390,363,433 100.0000

Disagreed 0 0.0000

Abstained 3,200 -

Voided Ballot 0 -

Total 390,366,633 -

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

The Chairman assigned Mr. Anuwat Sanguansappayakorn, Chief Finance Officer of the Company, to inform the meeting of the allocation of the Company’s net profit as legal reserve fund and net profit for the dividend payments in the year 2015 as follows;


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

Mr. Anuwat Sanguansappayakorn informed the meeting that, according to the Section 116 of the Public Limited Companies Act, B.E. 2535 requires that a public Company shall allocate not less than 5 percent of its annual net profit, less any accumulated losses brought forward, to a reserve fund (“legal reserve”), until this fund reaches an amount not less than 10 percent of the registered authorized capital. And Clause 47 of the Company’s Articles of Association states that 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. It is proposed that the allocation of net profit in the year 2015 that amounted to 9.52 Million Baht be set aside as legal reserve. At the end of December, 31 2015, the Company has allocated legal reserve fund reach the amount of 14.86 Million Baht. The legal reserve is fully 10% of the registered capital (10% of 148.63 Million Baht). The Company then requires the Annual General Meeting of Shareholders 2016 to approve the allocation net profit as legal reserve, which amounted to 9.52 Million Baht. 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 allocation of net profit as legal reserve as presented. The total votes were cast as follows;

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 390,863,133 100.0000

Disagreed 0 0.0000

Abstained 600 -

Voided Ballot 0 -

Total 390,863,733 -

5.2 To consider and approve dividends payment of the year 2015

Mr. Anuwat Sanguansappayakorn 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. Regarding the 2015 interim dividends of the period from January 1, 2015 to June 30, 2015 at 0.24 Baht per share, totaling approximately 143 Million Baht, the dividend was paid on September 4, 2015. The Board has, therefore, proposed that the payment of 2015 annual dividend from the operating results of the period July 1, 2015 to December 31, 2015 should be paid at 0.20 Baht per share, totaling approximately 119 Million Baht. Total dividend payment for 2015 operating results was at 0.44 Baht per share, totaling 262 Million Baht, approximately.


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This dividend payment is in accordance with the Company’s policy. The Record Date of eligible shareholders for the dividend from the operating results of the period, July 1, 2015 to December 31, 2015 would be on April 4, 2016. The closing date of the share registration book according to Section 225 of the Securities and Exchange Act would be on April 5, 2016 and the dividend will be paid on April 22, 2016. 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 2015 – 31 December 2015 0.44 20% 20/80

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 dividend payment for the year 2015, 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 390,878,638 99.9999

Disagreed 300 0.0000

Abstained 600 -

Voided Ballot 0 -

Total 390,879,538 -

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

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 2016. The Board of Directors had agreed with the Audit Committee to propose the appointment of auditors from Deloitte Touche Tohmatsu Jaiyos Audit Co.,Ltd. (Deloitte) as the Company’s external auditors for 2016 in place of KPMG Phoomchai Co.,Ltd, (KPMG) which had been the Company’s auditor for eight years since 2008 in order to rotate auditors. Deloitte is one of the four leading


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international audit firms and has high standards and considerable expertise with reasonable fees. 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 2016. The three auditors mentioned above are completely independent from the Company, its subsidiaries, management, major shareholders and all related persons. The 2016 audit fees for the Company should not exceed 1.35 Million Baht which is less than the year 2015 approximately 0.17 Million Baht. The details are shown in the table below;

Unit: Million Baht

Type of Fee 2016(the proposed year) 2015

Audit fee* 1.35 1.52

* The above audit fee exclude Non-audit fee, in the year 2015 the Company has paid Non-audit fee to KPMG at Baht 0.015 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 2016 as presented, 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 390,926,438 100.0000

Disagreed 0 0.0000

Abstained 3,200 -

Voided Ballot 0 -

Total 390,929,638 -


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

In this agenda, Mr. Paiboon Panuwattanawong and Mr. Anant Kaewruamvongs 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 Dr.Sillapaporn Srijunpetch, Chairman of Nomination and CG Committee, to report this matter to the meeting. Dr.Sillapaporn Srijunpetch 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 2016.

Name of Director Positions

1. Prof. Wongkulpat Snidvongs na Ayudhya Independent Director Chairman of the Board

2. Mr. Paiboon Panuwattanawong Director Chairman of the Executive Committee Member of Remuneration Committee Member of NCG Committee

3. Mr. Anant Kaewruamvongs Director Member of Executive 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 2015, 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. Paiboon Panuwattanawong and Mr. Anant Kaewruamvongs 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 - 4 and Enclosure 2 Company’s Annual Report for 2015 Part Directors and Management Team for further information. For the vacant position of director, in order to achieve a maximum beneficiary of the Company, the Nomination and Corporate Governance Committee identify director candidates from the following sources: (1) Recommendations from current Board members within the group of companies (2) Major Shareholder (3) Professional Search Firm (4) The IOD Director pool. After considering education background, working experience of the candidates, a diversity and structure of the Board, the Nomination and Corporate Governance Committee would like to recommend Mr. Wichian Mektrakarn, to be appointed as a new director for replacing Prof. Wongkulpat Snidvongs Na Ayudyha who retired by rotation for Year 2016 and has completed maximum term under Corporate Governance Policy. Mr. Wichian Mektrakarn has direct experience and appropriateness to the Company business


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that be able to develop the Company. Details of his age, percentage of shareholdings, educational background, expertise and work experience are provided in Enclosure 5 Page 5 – 6 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. Paiboon Panuwattanawong, to be director for another term of office.

The Chairman asked for the questions from shareholders, the shareholder questioned as follows; Mr. Chatchai Kulngarm, the shareholder, questioned as follow;

Where does Mrs. Suphajee Suthumpun work?

Prof. Wongkulpat Snidvongs na Ayudhya answered that Mrs. Suphajee Suthumpun works in Dusit Thani Group as a Chief Executive Officer.

Resolution The meeting resolved to approve the reappointment of Mr. Paiboon Panuwattanawong to be director for another term of office. The total votes were cast as follows;

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 386,684,538 99.1383

Disagreed 3,360,700 0.8616

Abstained 888,900 -

Voided Ballot 0 -

Total 390,934,138 -

2. The reappointment of Mr. Anant Kaewruamvongs, 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. Anant Kaewruamvongs to

be director for another term of office. The total votes were cast as follows;

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 390,045,238 100.0000

Disagreed 0 0.0000

Abstained 888,900 -

Voided Ballot 0 -

Total 390,934,138 -


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3. The appointment of Mr. Wichian Mektrakarn to be the new director for replacing Prof. Wongkulpat Snidvongs Na Ayudyha who retired by rotation for Year 2016.

The Chairman asked the meeting if there were any questions but none of the shareholders replied. Resolution The meeting resolved to approve the appointment of Mr. Wichian Mektrakarn to be the

new director for replacing Prof. Wongkulpat Snidvongs Na Ayudyha who retired by rotation for Year 2016. The total votes were cast as follows;

Resolution Vote

(1 Share = 1 Vote )


cast their votes

Agreed 390,049,238 100.0000

Disagreed 0 0.0000

Abstained 884,900 -

Voided Ballot 0 -

Total 390,934,138 -

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

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, an allowance for expenses 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 2016 should be set at not more than 9 million Baht, increase from the year of 2015 which was 8 million Baht, as in 2015 the remaining budget was only 1.16 million Baht (14.36 percent of the remuneration budget) which might not cover the expense in arranging an extra meeting (if any) for example, in an emergency crisis. The proposal of remuneration budget is in the standard of average remuneration in technology business in accordance with the Thai Directors Compensation Survey 2014 which provided by Thai Institute of Directors. 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 120,000 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.


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In the Board of Directors’ Meeting, the remuneration of the independent directors or the external directors shall be the meeting allowance at 25,000 Baht per one meeting and annual retainer.

In case that an independent director or external 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. If the director presides over a sub-committee meeting, the remuneration shall be 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 roles, duties and responsibilities of the Board and its committees are shown in the section on Management and Corporate Governance in the Annual Report for 2015 (Page 40-44, 64-65, 75-78), which is provided in Enclosure 2.

Summary of Director’s Remuneration Policy

Position

2016 Remuneration (Baht) 2015 Remuneration (Baht)

Monthly

Retainer

Meeting Allowance

Annual retainer

Monthly

Retainer

Meeting Allowance

Annual retainer

The Board of Directors

Chairman 120,000 120,000

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 *

* This meeting allowance rate has been effective since 2004

** Monthly Retainer for Audit Committee was effective in 2014

Remark: The Chairman of the Board receives fringe benefit (non-monetary remuneration) in form of car and fuel

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.


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Resolution The meeting resolved to approve the remuneration for the Company’s Board of Directors in 2016, 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 392,016,138 99.9041

Disagreed 76,000 0.0193

Abstained 300,200 0.0765

Voided Ballot 0 -

Total 392,392,338 -

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.


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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 392,326,438 99.9982

Disagreed 7,000 0.0017

Abstained 58,900 -

Voided Ballot 0 -

Total 392,392,338 -

Agenda 10 Other business (if any)

The Chairman assigned the management team to answer the questions which was sent to the Company in advance from the shareholder. Dr. Somchai Kittichaikoolkit, Vice President-Marketing and Sales, answered the question from Mr. Thanapol Waiwattana as follows;

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 much revenue does it generate? and how is the future plan?

ANSWER

We 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 2.5 million baht per month.

In 2016, we plan to broaden out pilot project from Sukhumvit area to other areas alongside BTS in order to 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. 1.2 As publicly known, AIS, a subsidiary of InTouch Holdings Plc., is also providing AIS Fibre Broadband to condominiums. How many condominiums do both of AIS and CSL compete against each other? What is the policy of competing for the same market?

ANSWER

At 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 together occupy 95% of market share today.

AIS and CSL currently have a small share of the market; therefore, overlapping market to each other has less impact. Furthermore, we focus on different group of customers. CSL targets to light users


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who looking for package that values for money while AIS offers service nationwide with high speed and value added services. 2. Does CSLoxinfo plan to provide Infrastructure as a Service (IaaS) such as Virtual Server that can be purchased with a credit card and activated immediately, like Amazon AWS, Microsoft Azure and IBM SofLayer?

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

ANSWER

Dr. Somchai Kittichaikoolkit thanks you for the advice and informed that the Company has 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 for automatic service activation and payment. At the beginning, we have provided our typical service to customers and develop such automatic system simultaneously. It will broaden out our services as your advice. 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 Management System, 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

INTOUCH has opened up for investment in Thailand and other countries. 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 in 5-10 years ahead because of demand increased and competitive advantage i.e. resource management, human resource and network infrastructure, in the target market.

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. Chatchai Kulngarm, the shareholder, suggested as follow;

Requested the YellowPages book for him.

Prof. Wongkulpat Snidvongs na Ayudhya agreed to perform.

Mr. Vigrom Somjitaree, the shareholder, suggested and questioned as follows;


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The VERK application should be able to share location and check in timing. Mr. Anant Kaewruuamvongs explained that this application will develop in accordance with the requirement of customer. These qualifications (location share and check in timing) are provided in the roadmap which will enhance this application in the future.

Does ADV provide the ICT professional to develop the business?

Mr. Anant Kaewruuamvongs described that ADV has thoroughly negotiated with the ICT professional. However, ADV and partner are unable to meet the mutual benefit.

He suggested that ADV should register in the Securities Exchange of Thailand in order to reduce business risk of CSL. Mr. Anant Kaewruuamvongs explained that ADV need to explore more efficient approaches and better grow the business before register in the the Securities Exchange of Thailand.

Mr. Panuwat Vetchyunviwat, the shareholder, questioned as follows;

Could the Company disclose the competitor lists, market share and market growth?

Mr. Anant Kaewruuamvongs revealed the competitor lists in IDC business such as CAT, TOT, TRUE, AIS or ATT. Moreover, he explained that the Company cannot disclose the overview of market share and market growth because the other competitors do not reveal such information. Therefore, the Company can disclose only the specific data of the Company.

He suggested that, in term of BOI and NON-BOI, the revenue of Data Center should be separated into gross profit and net profit. Mr. Anant Kaewruuamvongs explained that the Company cannot separate the revenue of Data Center into gross profit and net profit because it might disclose the business information and negatively affect the business competition.

Why the broadband revenue between 2014 and 2015 which is shown in annual report is different? And could the Company disclose the average revenue per unit? Mr. Anant Kaewruuamvongs explained that, in the past, the Company used to have some broadband internet customers. However, the Company cannot grow in broadband business because the Company cannot build own network and the Company had to rely on the major telecommunication Company which wholesaled in higher price. Therefore, the Company has to sell broadband internet in higher price and cannot compete in marketplace and some customers had terminated to use broadband internet which caused the declining of the broadband internet revenue. Whereas the new broadband revenue is increased, the Company was able to set 450 Baht as a minimum price but it cannot compensate the revenue from the former customers. In addition, he also explained that the Company cannot disclose the average revenue per unit because it might negatively affect the marketing strategy.

He inquired that the Company increased the finance cost approximately 22 million Baht. If it turns into percentage, how much interest rate does Company pay?

Mr. Anuwat Sanguansappayakorn explained that the finance cost can be categorized in two parts. The first one is the short term loan which has interest rate approximately 2%. The


Page 21 of 21

second one is the long term loan which has interest rate approximately 4%. Moreover, he described that the interest rate in 2015 is more than 2014 because the loan in 2014 was invested in IDC business and some interest were capitalized into the construction cost at the Cloud Building. However, in 2015, the Company capitalized the loan into accrued interest and it cannot be capitalized into construction cost which is in accordance with the accounting standard.

Mr. Pruettanan Sriwongleang, proxy of Ms. Boossaya Sriwongleang, questioned as follows;

What is the unit price of 450 Baht?

Mr. Anant Kaewruuamvongs explained that the unit price of 450 Baht is per month.

Why the customers are not worried to purchase the Company’s product in higher than the standard price?

Mr. Anant Kaewruuamvongs explained that, in the present, the advertising of high speed internet is to focus on the internet speed. However, the customers do not know how much internet speed that they used. Therefore, the Company has to demonstrate the internet test with the customers to consider that the internet speed is stable and it is not bothered. Therefore, those customers agreed to pay in higher rate because they feel confident when using the high speed internet from CSL .

What is your strategy of selling and marketing communication?

Mr. Anant Kaewruuamvongs explained that the Company does not have marketing campaign through the country. The strategy of selling and marketing communication is to penetrate in particular areas.

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 2016. The meeting was adjourned at 12.00 hrs.

______________-Signed-________________

Prof. Wongkulpat Snidvongs na Ayudhya Chairman of the Meeting Minutes prepared by: _________-Signed-_____________ 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.

Documents

Enclosure 1 - CSLOXINFO · 2019-07-22 · 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