Voting Procedure (con t)

Transcription

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2 2 Voting Procedure 1 ( 5 ) One share shall have one vote. A shareholder may cast his/her vote to either approve, disapprove or abstain from voting. Except for Agenda Item 5 regarding election of directors, to vote in each agenda, only shareholders who disapprove or abstain from voting shall write their votes and sign their names on the ballots and hand in the same to the Company s staff to count the votes. Shareholders who approve the agenda are not required to write their votes on the ballots.

3 3 ( ) Voting Procedure (con t) 5 To count the vote, only ballots of shareholders who disapprove or abstain from voting will be collected. Disapproved, abstained and invalid votes will be deducted from the total votes of the shareholders who attend the meeting and are entitled to vote. For Agenda Item 5, all shareholders shall write their votes and sign their names on the ballots and hand in the same to the Company s staff to count the votes. Shareholders who do not hand in their ballots will be deemed to have abstained from voting. To pass a resolution, a simple majority vote of the shareholders attending the meeting and casting their votes is required, unless specified otherwise by laws.

4 Adoption of the Minutes of the 2012 Annual General Meeting of Shareholders held on 30 March 2012

5 Acknowledgement of the Annual Report on the business operations of the Company for 2012

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7 Customer Centricity 7

8 8 Key achievements in 2012 best combined 2G & 3G networks nationwide 2G network modernization 3G 850 MHz network expansion, 60% pop coverage dtac WiFi launched readiness for future growth state-of-the-art BI Brightstar partnership dtac outlets renovation ebusiness acceleration organization optimization awarded 3G 2.1GHz license 2x15MHz of 3G 2.1GHz license for 15 years lower regulatory cost from 30% to 5.25% ownership of assets level playing field

9 2012 solid performances million total subscribers, with 2.1 million net adds 9.1 million data users (36% of total subs), +60% YoY THB 89.5 billion total revenues, +13% YoY +89% YoY data revenue growth +100% YoY handset revenue growth THB 26.8 billion EBITDA (30% margin), -2% YoY Revenue sharing rate increased from 25% to 30% since Sep 2011 THB 17.5 billion operating cash flow THB 5.06*/share total dividend from 2012 operations *Annual dividend of THB 1.66/share is subject to shareholders approval.

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11 Subscribers (million) Prepaid Subscribers Postpaid Subscribers 11

12 ARPU (THB/month)

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14 Revenue (THB billion) service revenues (incl IC) handset & others

15 EBITDA (THB billion) * Revenue sharing rate increased from 25% to 30% since September 2011

16 Net Profit (THB billion) * Revenue sharing rate increased from 25% to 30% since September 2011

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18 18 CSR Result

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21 dtac free wifi 21 21

22 22 MOU 22

23 Approval of the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2012

24 24 Summary Report of the Consolidated Financial Statements ( ) Total assets (THB Million) ( ) Total liabilities (THB Million) ( ) Total shareholders equity (THB Million) ( ) Total revenue (THB Million) ( ) Net income (THB Million) ( ) Earning per share (THB) /- (%) 103, , % 68,959 66, % 34,888 34, % 79,199 89, % 11,812 11, % %

25 Approval of the annual dividend payment for 2012 and acknowledgement of the interim dividend payments

26 26 Details of Dividend Payments ( ) Net income (THB million) ( ) Earnings per share (THB) ( ) Total dividend per share (THB) ( ) Interim dividend (THB) ( ) Annual dividend (THB) ( ) Total dividend (THB million) Payout ratio including interim dividend ,812 11, ,639 11, % 106%

27 Dividend Payment Schedule (Record Date) February 2013 Record date 27 February 2013 Book closure date 12 April 2013 Dividend payment date

28 28 5 Approval of the election of directors

29 29 Persons nominated as directors Mr. Lars Erik Tellmann Mr. Gunnar Johan Bertelsen Mr. Tore Johnsen Mr. Richard Olav Aa Director Director Director Director

30 30 Voting Procedure for Election of Directors All shareholders, whether approve, disapprove or abstain from voting, shall write their votes and sign their names on the ballots for election of directors. Hand in all the ballots for election of directors to the Company s staff to count the votes. Shareholders who do not hand in their ballots will be deemed to have abstained from voting.

31 ( ) Mr. Lars Erik Tellmann (Director) 31 : 40 : : Master of Business and Administration (MBA), Edinburgh Business School, Heriot-Watt University, Scotland : Director Certification Program Age: 40 years Nationality: Norwegian Education: Master of Business and Administration (MBA), Edinburgh Business School, Heriot-Watt University, Scotland Training Program: Director Certification Program Batch 165 Year 2012

32 32 ( ) Mr. Lars Erik Tellmann (Director) con t : DiGi.com Berhad Work experience: 2012 present Member of the Nomination Committee, Total Access Communication Plc present Director and member of the Remuneration Committee, Total Access Communication Plc present Director and member of the Audit Committee, DiGi.com Berhad : 1 8 Years of directorship: 1 year 8 months 2555: 6 / 6 Meeting attendance in 2012: 6 / 6 : Shareholding: Nil

33 ( ) Mr. Gunnar Johan Bertelsen (director) 33 : 56 : : Master of Business Administration (Hons), University College Dublin, Ireland : - Age: 56 years Nationality: Norwegian Education: Master of Business Administration (Hons), University College Dublin, Ireland Training Program: -

34 34 ( ) Mr. Gunnar Johan Bertelsen (director) con t : Regulatory Affairs Asia. ( ) : 2 11 Work experience: 2010 present Director, Total Access Communication Plc present Director, Regulatory Affairs Asia Telenor Asia (ROH) Ltd. Years of directorship: 2 years 11 months 2555: 5 / 6 Meeting attendance in 2012: 5 / 6 : Shareholding: Nil

35 ( ) Mr. Tore Johnsen (Director) 35 : 65 : : Master of Science, Norwegian Institute of Technology, University of Trondheim, Norway : - Age: 65 years Nationality: Norwegian Education: Master of Science, Norwegian Institute of Technology, University of Trondheim, Norway Training Program: -

36 36 ( ) Mr. Tore Johnsen (Director) con t : ( ) Grameenphone Ltd. : Work experience: 2013 present Senior Vice President, Telenor Asia (ROH) Ltd Chief Executive Officer, Grameenphone Ltd. Years of directorship: No, nominated as a new director at this Annual General Meeting 2555: Meeting attendance in 2012: No : Shareholding: Nil

37 ( ) Mr. Richard Olav Aa (Director) 37 : 47 : : Master of Science in Business and Economics from the Norwegian School of Economics and Business Administration in Bergen, specializing in strategies and finance : - Age: 47 years Nationality: Norwegian Education: Master of Science in Business and Economics from the Norwegian School of Economics and Business Administration in Bergen, specializing in strategies and finance Training Program: -

38 ( ) 38 Mr. Richard Olav Aa (Director) con t : 2553 Executive Vice President and Chief Financial Officer, Telenor ASA : Work experience: 2010 present Executive Vice President and Chief Financial Officer, Telenor ASA Years of directorship: No, nominated as a new director at this Annual General Meeting 2555: Meeting attendance in 2012: No : Shareholding: Nil

39 39 Voting Procedure for Election of Directors All shareholders, whether approve, disapprove or abstain from voting, shall write their votes and sign their names on the ballots for election of directors. Hand in all the ballots for election of directors to the Company s staff to count the votes. Shareholders who do not hand in their ballots will be deemed to have abstained from voting.

40 Approval of the remuneration of directors for

41 41 Directors Remuneration Total directors remuneration ,200,000 9,990,000 : 2/3 Resolution: A vote of not less than 2/3 of the total shares held by shareholders who attend the meeting

42 42 Notion of Directors Remuneration Adjustment -- Backup. Increase of number and complexity of regulatory challenge and legal disputes Introduction of Nomination Committee and Corporate Governance Committee to be in line with Good Corporate Governance of SET Take into account the remuneration package of other listed companies on the same industry or of a comparable size Company s directors receive no non-monetary remuneration from the Company

43 Directors Remuneration (cont ) -- Backup 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 - Average Market Cap >USD 4 bn Domestic-owned Foreign-owned Telecom SET 50 dtac Note: Figure shown above includes only monetary remuneration. Source: HayGroup, Non-executive directors in ASEAN: Pay practices, responsibilities and policies, February 2012

44 Proposed 2013 Directors Remuneration (cont ) -- Backup 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 - Average Market Cap >USD 4 bn Domestic-owned Foreign-owned Telecom SET 50 dtac Note: Figure shown above includes only monetary remuneration. Source: HayGroup, Non-executive directors in ASEAN: Pay practices, responsibilities and policies, February 2012

45 7 45 Approval of the appointment of auditors of the Company and fixing their remuneration

46 : 46 Auditors : Ernst & Young Office Limited Mrs. Gingkarn Atsawarangsalit Mr. Sophon Permsirivallop Ms. Rungnapa Lertsuwankul Ms. Sumalee Reewarabandith Ms. Pimjai Manitkajohnkit Certified Public Accountant No

47 47 Auditors Remuneration Fees for annual audit and quarterly review of the financial statements ,750,000 5,750,000

48 Consideration and approval of compliance with the NBTC Notification re: Prescription of Restricted Foreign Dominance Behaviours 2012

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50 Customer Centricity 50

51 Thank you 51