ir.inet.co.thir.inet.co.th/wp-content/uploads/2020/07/inet_2020... · invitation . to. the 2020...

Invitation

to the 2020 Annual General Meeting of Shareholders

Internet Thailand Public Company Limited

Thursday, August 13, 2020 at 2 p.m.

INET Hall, IT Floor, Thai Summit Tower

Precautionary Measures under the Coronavirus Pandemic (COVID-19)

The Securities and Exchange Commission and relevant departments have considered the risks involved with

the spread of COVID-19 and encourage Shareholders to grant proxy to the Company’s Independent Directors

to attend the 2020 Annual General Meeting of Shareholders and vote on their behalf.

(Profiles of Independent Directors proposed by the Company to act as Proxy of Shareholders are attached with

this Invitation)

The Company have also considered the risks involved in this situation and have already provided the

Precautionary Measures under the Coronavirus Pandemic (COVID-19) for Shareholders. Please follow strictly.

/ 2

Precautionary Measures Guideline for Holding the Annual General Meeting

of Shareholders under the Coronavirus Pandemic (COVID-19)

The Company’s Precautionary Measures Guideline for holding the 2020 Annual General Meeting

of Shareholders under the Coronavirus Pandemic (COVID-19) (the “COVID-19 Precautionary Measures

Guideline”) are as follows:

1. Due to the Company’s Good Corporate Governance Awareness, in the item of Rights and

Equitable Treatment of Shareholders, the Company would disclose invitation to the 2020

Annual General Meeting of Shareholders, together with related documents on the

Company’s website http://ir.inet.co.th as well as sent out the Invitation to 2020 Annual

General Meeting of Shareholders and Proxy form B. in advanced as scheduled.

2. Shareholders are requested to grant Proxy to the Company’s Independent Directors to

attend the Meeting instead of participating in person.

2.1 Shareholders can grant proxy to the Independent Directors proposed by the Company to

act as Proxy of Shareholders by completing a Proxy form, attached with this Invitation, or

by the Company’s website, and send / reply back the completed Proxy and relevant

documents to:

Company Secretary


1768 Thai Summit Tower, IT Floor, New Petchburi Road, Bang Kapi Subdistrict, Huay

Khwang District, Bangkok 10310

(Pre-casting the vote for each Agenda is recommended)

2.2 Shareholders are welcome to submit questions in advance, in writing, relating to the

Meeting’s Agenda to the Company within August 7, 2020 through the following channels:

• Send by post to the Company together with a completed Proxy

• E-mail: [email protected]

3. In the case that Shareholders wish to attend the Meeting in person, the Company would like

to request your cooperation to strictly follow the Company’s COVID-19 Precautionary

Measures Guideline as follows:

3.1 Shareholders are requested to fill in the Health Declaration Form before entering the

Meeting and must pass the screening point provided by the Company. For Shareholders

who have the following characteristics, the Company reserve the rights to not allow to

attend the Meeting:

• Shareholders with a history of traveling to high-risk countries as set by the Ministry of

Public Health or in close contact with anyone traveling between high-risk countries

14 days prior to the Meeting date.

• Shareholders who have a fever with a body temperature of 37.5 degrees Celsius or

higher, have respiratory symptoms or symptoms that may be suspected of

http://ir.inet.co.th/

mailto:[email protected]

/ 2

Coronavirus 2019.

• Shareholders who have a close family member or any other person living in an area

that has an outbreak of Coronavirus 2019 or are at risk of being infected with

Coronavirus 2019.

Shareholders are able to authorize the Company's Independent Directors to attend the

Meeting and vote on their behalf. The Company has prepared Proxy form B at the

screening point.

3.2 The Company will stick a sticker on Shareholders’ shirt who had been screened and

passed the COVID-19 Infection risk screening.

3.3 Shareholders must prepare their own masks and should wear it at all times from the

screening point until the Meeting is finished.

3.4 Shareholders should clean their hands with alcohol or gel before and after the Meeting,

before leaving the Meeting Place and every time there is a risk of infection.

3.5 The Company has arranged the Meeting space appropriately to reduce congestion of the

Shareholders by spacing at least 1 meter between each person, including queuing at the

screening, documenting and registration points.

3.6 The Company emphasizes the staff to clean the tables, chairs and all kinds of

equipment in the meeting room regularly with cleaning solution or alcohol to prevent

any occurrence of the virus.

3.7 The Company does not provide microphones for inquiries. If Shareholders wish to ask at

the Meeting, please write down the questions on the slips and submit to the staff. The

questions will be forwarded to the Chairman for further answers.

3.8 The Company refrains from serving food and beverages in the meeting area to prevent

the risk of spreading COVID-19. Only drinking water was allowed.

3.9 To avoid delays from the process of registration to the Meeting, the Company asks

Shareholders to spare time for various operations.

3.10 The Company reserves the right to not allow Shareholders who do not pass screening or

do not complete questionnaire, to attend the Meeting.

The Company reserves the right to announce additional measures as deemed appropriate.

The Company apologize for the inconvenience for any delays in case there are many Shareholders who

wish to attend the Meeting in person which may cause delays in screening and registration processes.

Best regards,


Health Declaration Form for the 2020 Annual General Meeting of Shareholders

Internet Thailand Public Company Limited (the “Company”) will process the data according to this

questionnaire for the propose of preventing the risk and spread of Coronavirus 2019 (COVID-19) in the 2020

Annual General Meeting of Shareholders. The questionnaire will be disposed after 14 days unless deemed

necessary otherwise.

Name-Surname …………………………………………………………………… Contact Phone No. ………………………………………………

Shareholder Proxy Follower

Do you or your spouse or family member currently have any of the following symptoms?

Description Yes No

1 Having a fever over 37.5 degrees Celsius, headache, muscle pain, cough, sore throat, runny

nose, loss of sense of smell, shortness of breath, difficulty breathing, diarrhea, or patient

with pneumonia.

During last 14 days, do you or your spouse or family member have any of the following activities?

Description Yes No

2 Exposed to patients who has the COVID-19

3 Traveled to or from any countries or provinces with the COVID-19 outbreak. If “Yes”, please

specify …………………………………………………………….

4 Occupations related to tourists, crowded place, or in contact with many people.

I hereby certify that all information provided above is true and accurate to my knowledge and understanding.

Signed

For Staff

No Risk Found – Allow to enter the registration point

Risk Found – To take advice from the Staff

INET OM 0317/06/2020

July 13, 2020

Subject: Invitation to the 2020 Annual General Meeting of Shareholders

To: Shareholders

Attachments: Documents to be considered in conjunction with each agenda

1. Copy of Minutes of the 2019 Annual General Shareholders Meeting (to be considered with

Agenda 2)

2. The Annual Report of the Board of Director on the Operation Result of the Year 2019 and

Summary of the Financial Information in QR Code form (to be considered with Agenda 3

and Agenda 4)

3. Profiles of the nominated persons to be elected as directors in place of those retired by

rotation (to be considered with Agenda 6)

4. Criteria for the election of Directors (to be considered with Agenda 6)

5. Definition of Independent Director (to be considered with Agenda 6)

6. Profiles of Auditors (to be considered with Agenda 8)

7. Information Memorandum I Concerning the Acquisition and Disposal of Assets in

Connection with the Entry into Transactions with Real Estate Investment Trust for

Information Technology Services Infrastructure Business of Internet Thailand Public

Company Limited (to be considered with Agenda 9)

8. Information Memorandum II Concerning the Acquisition and Disposal of Assets in

Connection with the Entry into Transactions with Real Estate Investment Trust for

Information Technology Services Infrastructure Business of Internet Thailand Public

Company Limited (to be considered with Agenda 9)

9. Opinions relating to the Disposal and Acquisition of Assets of the Company provided by the

Independent Financial Advisor (to be considered with Agenda 9)

10. Company's Articles of Association, Chapter 3: Shareholders' Meeting

Documents Required for attending the Meeting

11. Attendance Form for the 2020 Annual General Meeting of Shareholders

12. Form for Submission of Questions for the 2020 Annual General Meeting of Shareholders in

advance

13. Documents required to attending the 2020 Annual General Meeting of Shareholders,

Casting of Vote, and Vote Counting Method

14. Registration Procedure for the 2020 Annual General Meeting of Shareholders

15. Profiles of the Independent Director proposed by the Company to act as Proxy for

Shareholders

16. Proxy form B. (Shareholders can download proxy form A. or form C. from http://ir.inet.co.th)

17. QR Code Downloading Procedures for the 2019 Annual Report

18. Map of Meeting Place

The Board of Directors of Internet Thailand Public Company Limited, “the Company” or “INET”

approved to convene the 2020 Annual General Meeting of Shareholders on Thursday, August 13, 2020 at 2 p.m.

at INET Hall, IT Floor, Thai Summit Tower, Internet Thailand Public Company Limited, 1768 New Petchburi Road,

Bangkapi Subdistrict, Huay Khwang District, Bangkok, to consider the following agendas:

Agenda 1 Chairman of the Board of Directors reports to the shareholders. (If any)

Voting: As this Agenda is for information to Shareholders, there will be no voting.

Agenda 2 To consider and adopt the Minutes of 2019 Annual General Meeting of Shareholders held on

April 24, 2019. (details as shown in Attachment No. 1)

Background and Rationale: The 2019 Annual General Meeting of Shareholders held on April 24, 2019 and the

Minutes of the Meeting was submitted to the Stock Exchange of Thailand (the “SET”) within 14 days from the

date of the Meeting. The details were publicly disclosed on the Company’s website (http://ir.inet.co.th).

Board of Directors’ Opinion: Shareholders are recommended to consider and approve the Minutes of the 2019

Annual General Meeting of Shareholders held on April 24, 2019.

Voting: This Agenda must be approved by the majority vote of Shareholders who attend the Meeting and cast

votes.

Agenda 3 To acknowledge the Board of Director's Report regarding to the Company's Operating Results

for the Year 2019. (details as shown in Attachment No. 2)

Background and Rationale: According to the Company’s Operating Results of the Year 2019 as shown in the 2019

Annual Report which was submitted to Shareholders in the form of QR Code together with this Invitation.

Board of Directors’ Opinion: Shareholders are recommended to acknowledge the Company’s Operation Performance

Report for the Year 2019 as proposed.

Voting: As this Agenda is for information to Shareholders, there will be no voting.



Agenda 4 To consider and approve the Financial Statements and Auditor’s Report for the year ended

December 31, 2019, audited by the Certified Public Accountant. (details as shown in Attachment No. 2)

Background and Rationale: In compliance with relevant law stipulating that a Company shall prepare its

Financial Statements at the end of the fiscal year of the Company and arrange for them to be audited and

certified by the Audit prior to propose for Shareholder’s approval.

The Financial Statements and Auditor’s Report for the year ended December 31, 2019, audited

by the Certified Public Accountant details as shown in the 2019 Annual Report which was submitted to

Shareholders in the form of QR Code together with this Invitation.

Board of Directors’ Opinion: Shareholders are recommended to consider, approve and certify the Company’s

Financial Statements for the year ended December 31, 2019, which has been audited by the authorized Auditors

and reviewed by the Audit Committee is as follow.

Unit: Million Baht

Detail

Consolidated financial statements

Separated financial statements

2019 2018 2019 2018

Statements of Financial

- Total Assets

- Total Liabilities

- Total Shareholder’s equity

6,377

4,481

1,896

5,220

3,397

1,823

6,257

4,350

1,907

5,159

3,299

1,860

Statements of Income

- Revenue from services and sales

- Total Revenue

- Profit for the Year

- Basic earnings per share (Baht per Share)

1,882

2,103

169

0.34

1,466

1,673

152

0.35

1,837

2,003

169

0.34

1,510

1,813

232

0.46

Statements of Cash Flows

- Net cash from (used in) operating activities

- Net cash from (used in) investing activities

- Net cash from (used in) financing activities

- Net cash and cash equivalents increased (decreased)

- Cash and cash equivalents at the beginning of the

Years

- Cash and cash equivalents at the end of the years

(16)

(552)

552

(16)

48

32

106

(460)

358

4

44

48

(34)

(476)

500

(10)

35

25

95

(421)

330

4

31

35


votes.

Agenda 5 To consider and approve the allocation of Net Profit to be a reserved fund and no dividend

payment.

Background and Rationale: According to Section 116 of the Public Limited Companies Act, B.E. 2535 (1992)

stipulates that "The Company shall allocate at least five (5) percent of its annual net profit deducted by any

accumulated losses carried forward to a reserved fund, until the reserved fund reaches at least ten (10) percent

of the registered capital unless other additional requirement by the Shareholders’ Meeting or other laws”

The Company’s Dividend Payment Policy stated that the Company will pay dividend at the rate

of not less than 30 percent of net profit after tax if there is no other reason, depending on economic conditions

and future business projects of the Company and its subsidiary and the dividend payment would have no

significant effect on the Company's normal operation.

From the Company's Operations Performance as of December 31 , 2019, and as in the Separate

Financial Statements, the Company has a net profit of Baht 1 6 9 ,5 5 7 ,6 6 5 and a legal reserve deduction (5 % )

8,477,883.25 Baht

Due to the Company expanding investment to support services for customers and as the

Company is in the process of adjusting the financial structure and develop new services, therefore proposed to

the Meeting to consider not to pay dividends for the 2019 financial results is as follow;

Details of Dividend Payment 2017 2018 2019

1. Net profit from Separate Financial Statements (Baht) 313,118,052 232,408,746 169,557,665

2. Less a legal reserve (5%) 15,655,902.60 11,620,437.30 8,477,883.25

3. Net profit for dividend payment (Baht) (1) - (2) 297,462,149.40 220,788,308.70 161,079,781.75

4. Proportion of dividends (%) 21.16 30.00 0

5. Total amount of dividend paid (Baht) 62,938,644.82 66,236,492.61 0

6. Shares 500,041,575 500,041,575 500,041,575

7. Annual Dividend (Baht per Share) (5)/(6) 0.1259 0.1325 0

Board of Director's Opinion: Shareholder are recommended to consider and approve the allocation of Net

Profit to be a reserved fund and no dividend payment for the 2019 financial results.


votes.

Agenda 6 To consider the Election of Director in Replacement of director who is retiring by the rotation for

the year 2020. (Profiles in summary of the proposed persons to replace directors retiring by

rotation as shown in Attachment No. 3)

Background and Rationale: Articles 28 of the Company’s Articles of Association stipulates that, “… One-third of

the present directors shall be retired from the Board of Directors at the Annual General Meeting of

Shareholders….”. At present, there are 12 directors, therefore, there are 4 directors to be retire by rotation in this

Meeting as follows;

1) Dr. Narong Sirilertworakul* Director

2) Prof. Emeritus Achara Chandrachai, Ph.D. Independent Director

3) Ms. Tanwadee Wongterarit Director

4) Mr. Sahas Treetipbut Director Note:* Dr. Narong Sirilertworakul was appointed in replacement of Dr. Thaweesak Koanantakun, effective from August 12, 2017 onwards.

The Company announced on the Company's website under Investor Relations section during

January 1 - 31, 2020, inviting Shareholders to nominate qualified candidates to be elected as Company’s

Directors, but no candidates were proposed to the Company.

The Nomination, Remuneration and Corporate Governance Committees’ Opinion: (excluding the Directors with

special interests on this Agenda) proposed to the Board of Directors Meeting to consider the qualifications of all

4 Directors by carefully and ensured that all 4 Directors are appropriately compliance with the strict selection

process in accordance with the Criteria for the election of Director (details as shown in Attachment No. 4), and

gave an opinion as follows:

1. Dr. Narong Sirilertworakul and Mr. Sahas Treetipbut and Ms. Tanwadee Wongterarit are qualified

in terms of knowledge, expertise and work experience, as well as not prohibited by law, and their performance,

opinions and guidance have been useful to the Company businesses and contributed to the Company’s

development. Therefore, propose to the Shareholders’ Meeting to consider the re-election of Dr. Narong

Sirilertworakul and Mr. Sahas Treetipbu and Ms. Tanwadee Wongterarit as the Directors for another term.

2. Prof. Emeritus Achara Chandrachai, Ph.D., an independent director who has held the position for

5 terms or more than 9 consecutive years, had been able to freely express her opinions while complying with

the relevant rules or criteria, and had brought about her knowledge, experiences and expertise to make

recommendations beneficial to strategy formulation and business operation. Therefore, propose to the

Shareholders’ Meeting to consider the re-election of Prof. Emeritus Achara Chandrachai, Ph.D. as the

Independent Director for another term.

Board of Directors’ Opinion: The Board of Directors (excluding the Directors who are due to retire by rotation)

has carefully considered and screened the qualifications, knowledge, capabilities and experience in various areas

as recommended by the Nomination, Remuneration and Corporate Governance Committee, then proposed to

the Shareholders to consider to appoint the 4 retiring Directors to serve as directors for another term. Details are

as follows:

1. Dr. Narong Sirilertworakul Director

2. Prof. Emeritus Achara Chandrachai, Ph.D Independent Director

3. Ms. Tanwadee Wongterarit Director

4. Mr. Sahas Treetipbut Director

Voting: This Agenda must be approved by the majority vote of Shareholders who attend the Meeting and

cast votes.

Agenda 7 To consider and approve the Remuneration for the Company’s Directors.

Background and Rationale: The Nomination, Remuneration and Corporate Governance Committee considered

the remuneration of Directors and Subcommittees for the Year 2020 in the amount of Baht 6,500,000 as follows:

1) The Directors' remuneration for the Year 2020 in the amount of Baht 6,500,000.

Meeting Allowance 2018 2019 2020

The Board of Directors

Chairman of the Board of Directors Baht 30,000 / person / month Baht 30,000 / person / month Baht 30,000 / person / month

Directors Baht 25,000 / person / month Baht 25,000 / person / month Baht 25,000 / person / month

The Audit Committee

Chairman of the Audit Committee Baht 17,500 / person / month Baht 17,500 / person / month Baht 17,500 / person / month

Audit Committee Members Baht 15,000 / person / month Baht 15,000 / person / month Baht 15,000 / person / month

Other Subcommittees

Chairman of the Subcommittee Baht 17,500 / person / month

with meeting(s)

Baht 17,500 / person / month

with meeting(s)


with meeting(s)

Vice Chairman of the Subcommittee Baht 15,000 Baht / person / month with meeting(s)

Baht 15,000 Baht / person / month with meeting(s)


with meeting(s)

Subcommittee Members Baht 15,000 / person / month

with meeting(s)


with meeting(s)


with meeting(s)

2) The Directors' bonus: none

3) Other benefits: none

Board of Directors’ Opinion: Shareholders are recommended to consider and approve the Remuneration for the

Company’s Directors, as proposed.

Voting: This Agenda must be approved by not less than two-thirds of the total number of votes of

Shareholders present at the Meeting.

Agenda 8 To consider and approve the appointment of the Company's Auditors and fixing the Audit Fee

for the Year 2020. (details as shown in Attachment No. 6)

Background and Rationale: In order to comply with the Company's Articles of Association, Chapter 3 :

Shareholder Meetings, Article 18, indicates that “(5) To appoint an auditor and determine the auditing fee”, and

Charter of the Audit Committee Article 4. “To consider, select and nominate auditor(s) of the Company and to

suggest auditors’ remunerations to the Board of Directors of the Company for nominating to shareholders...” The

Charter of the Capital Market Supervisory Board limits the appointment of an individual external auditor of a list

company to not more than seven fiscal years (regardless of consecutiveness). After seven years, the auditor must

be rotated although he/she can be reappointed after a break of five consecutive fiscal years.

The Audit Committee considered the Auditors of C&A Audit Company Limited in an

independence, quality of audit work during the fiscal year 2019, and the appropriateness of proposed audit fee,

then recommended that the proposal of C&A Audit Company Limited is in the best interest of the Company.

The Audit Committee proposed to appoint the Auditors of C&A Audit Company Limited as the Company’s

Auditor. This appoint will be the 3rd consecutive fiscal year from 2018 – 2020 fiscal year.

Board of Directors’ Opinion: The Shareholders are recommended to consider and approve the appointing the

2020 Auditors and the auditing fee as follows:

1. Approves the appointment of the Auditors from C&A Company Limited as the Company’s

Auditor for the year ended December 31, 2020 by appointing only one of the following Auditors as the

Company’s Auditor;

Name of the Auditor Certification

Number

Number of years as the Company’s

Auditor in the past 7 years

1) Mrs. Chintana Techamontrikul 5131 2 years (2018 – 2019)

2) Ms. Jintana Mahavanich 4687 -

3) Mr. Nithiphong Techamontrikun 10305 -

All three proposed Auditors have qualifications as required by the Securities and Exchange

Commission (the “SEC”), have no relations with or interests in the Company, its subsidiary, its management,

major Shareholders or related parties thereof. Therefore, they are independent in auditing and giving opinion on

the Company’s Financial Statement.

2. Approves the auditing fee for the year ended December 31, 2020 at the amount of Baht

1,950,000. The fee excluded Vat and transportation that the Company will pay in actual. Details of audit fee as

follow:

Detail 2020 2019

Audit fee 1,950,000 1,940,000

Note : audit fee excluded Vat and transportation that the Company will pay in actual

In this regard, C&A Audit Company Limited is appointed to be the Auditor of the subsidiaries and

associated company for the Year 2020.


votes.

Agenda 9: To consider and approve the Company to establish the Internet Data Center Real Estate

Investment Trust (“REIT”) and to approve the Company to enter into transactions with the

REIT (“REIT Transactions”) (details as shown in Attachment No. 7, 8, 9)

Background and Rationale: From the Board of Directors Meeting No. 11/2018 held on December 21, 2018 and

the Extraordinary General Meeting of Shareholders No. 1/2019 held on February 14, 2019, the Company

approved the establishment of the Infrastructure Funds for the Information Technology Infrastructure Services

Business (the “IFF”), the Disposal of Assets Transaction, the Acquisition of Assets Transaction and the entering

into an agreement related to the establishment of the IFF.

Subsequently, the Management team informed the Board of Directors in the Board of Directors

Meeting No. 6/2019 held on June 14, 2019 on the reasons, conditions, and limitations on the establishment of

the IFF. Then, the Board of Directors Meeting No. 6/2020 on June 24, 2020 approved the establishment of the

Internet Data Center Real Estate Investment Trust (“REIT”) and the entering into transactions with the REIT (the

“REIT Transactions”) which are considered as Disposal of Assets Transaction and Acquisition of Assets Transaction

according to the Notification of Capital Market Supervisory Board No. Tor Chor. 20/2551 Re: Rules on Entering into

Material Transactions Deemed as Acquisition or Disposal of Assets, dated August 31, 2008 (as amended) and

Notification of the Board of Governors of The Stock Exchange of Thailand Re: Disclosure of Information and Other

Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 dated October 29, 2008.

The size of Disposal of Assets Transaction have an aggregate value of up to approximately Baht 4,842,500,000

which represents the transaction size of 72.25 percent of the Company’s total assets, and the size of Acquisition

of Assets Transaction have an aggregate value of up to approximately Baht 7,210,000,000 which represents the

transaction size of 107.57 percent of the Company’s total assets, calculated according to the total consideration

approach. Both transactions are considered as more than 50 percent of the Company’s acquired assets.

Therefore, the Company is required to disclose information on the acquisition of assets to the SET and organize a

Shareholders’ Meeting to consider and approve the establishment and transactions, as well as appoint an

Independent Financial Advisor (IFA) to provide opinions relating to the acquisition of assets of the Company.

Agenda 9.1, 9.2, 9.3, and 9.4 are related to the REIT Transactions and are related to each other.

Therefore, if any Agenda is not approved by the Shareholders’ Meeting, any other Agendas that were previously

approved, will be automatically disapproved and there will be no further consideration for the remaining

Agendas.

Agenda 9.1 To consider and approve the Disposal of Assets Transaction

Background and Rationale: The Board of Directors propose the Shareholders’ Meeting to consider and approve

the Company’s Disposal of Assets Transaction which includes 4 transactions as follows:

1. Sale of Assets Transaction

The Company will enter into the sale transaction to sell the INET-IDC3 Project Phase 1 buildings

(with components and systems) which consist of: Data Center Building, Utility Facility Building, Customer Center

Building with Connecting Pathway, Parking Building, Guardhouse Building, Restroom Building, Water pump Building

and Water tank, related equipment and system (including high technology equipment – the cloud and network

system) and Substation, for an aggregate value of up to approximately Baht 4,800,000,000.

2. Land Utilization Transaction

The Company will enter into the land utilization transaction by granting the right to utilize the

land under the Title Deed No. 2877 where the Company has leased from Siam Cement Group (Kang Koi) Co., Ltd.

(SCG), total area is 19 rai 2 ngan 20 square wah, which situated the Data Center, including the INET-IDC3 Project

Phase 1 to the REIT. The expected granted utilization term is 25 years and the total utilization fee for the entire

utilization term is not exceeding Baht 40,000,000.

3. Lease Transaction

The Company will lease out the land under the Title Deed No. 9977, total area is 1 rai 1 ngan,

which is situated the Substation to the REIT. The expected lease term is 25 years and the total rental fee for the

entire lease term is not exceeding Baht 2,500,000.

4. Undertaking Transaction

The Company will enter into an undertaking transaction between the Company as the grantor

and the REIT as the grantee to ensure that the Company will perform their duties obligated to the REIT as

follows:

(a) Invest in REIT units (by the Company and/or its subsidiaries to subscribe investment units)

and maintain holding amount of such REIT units at the amount as mutually agreed.

(b) Operate the business of the Company and comply with the Assets Sale and Purchase

Agreement as well as other agreements related to Data Center Business.

(c) Grant the Right of First Refusal to the REIT in case the Company propose to rent, distribute,

transfer existing and future projects to other person, under the conditions and details that will be negotiated and

agreed further.

(d) Other undertaking and exemption matters as concluded in the Undertaking Agreement.

Board of Directors’ Opinion: The Board of Directors viewed that the Sale of Assets Transaction, the Land

Utilization Transaction, the Lease Transaction and the Undertaking Transaction are the parts of the REIT

Transactions which are reasonable and for the best benefit to the Company and Shareholders, in which the

Company does not lose the opportunity to provide services to customer since the Company will use cash

received from such transactions to repayment loans to financial institutions in order to reduce interest burden.

Moreover, the Company can expand the business to develop information technology infrastructure that is

important to the Country in the future, which will enable the Company to have significant revenue growth and

able to pay dividends to Shareholders. The consideration of dividends payment must be considered in

conjunction with future plans and investment requirements, legal restrictions, requirement on approval from the

Board of Directors or Shareholders’ Meeting (depending on the case) and other factors.

In addition, the Company can also invest in the REIT units which will make the Company as a

unit trust holder receiving returns in this business in the form of dividends in the future.

In this regard, Shareholders are recommended to approve the entering into the Disposal of

Assets Transaction, as proposed.

Voting: This Agenda must be approved by not less than three-quarters of the total number of votes of


Agenda 9.2 To consider and approve the Acquisition of Assets Transaction

Background and Rationale: The Board of Directors propose the Shareholders’ Meeting to consider and approve

the Company’s Acquisition of Assets Transaction which includes 3 transactions as follows:

1. Subsidiary Incorporation

The Company will incorporate a subsidiary to function as the REIT Manager as per following

information:

Corporate Type : Private Limited Company

Date of Registration : within Q4 of the Year 2020

Registered Capital : not less than Baht 10 million

Shareholding Structure : 100% of shareholding held by the Company

Nature of Business : REIT Management Services

Source of Investment : Working Capital of the Company

In this regard, the Board of Directors or any person assigned by the Board of Directors has

the authorization to stipulate or amend conditions related to the Subsidiary Incorporation which is not limited to

Company Name, Company Registered Capital, Company Objectives, and other related details.

2. Operating Lease Transaction

The Company will enter an operating lease transaction to lease INET-IDC3 Project Phase 1

buildings (with components and systems) which consist of: Data Center Building, Utility Facility Building, Customer

Center Building with Connecting Pathway, Parking Building, Guardhouse Building, Restroom Building, Water pump

Building and Water tank, related equipment and system (including high technology equipment – the cloud and

network system) and Substation, to use the aforementioned assets to operate INET-IDC3 Project Phase 1 and

other actions related. The expected lease term is no more than 25 years from the date enter into the operating

lease transaction and the total rental fee at the present value for the entire lease term is not exceeding Baht

4,800,000,000.

3. Units REIT Transaction

The Company and/or its subsidiaries will subscribe REIT units of the REIT in the amount not

exceeding 50 percent of total issued and offered investment units in the Initial Public Offering of the REIT.

The units subscription price will be subject to the final offering price of the REIT units of the

REIT which will be indicated by bookbuilding and other factors such as capital market conditions and other

financial products offered at that time, provided that the calculation will be based on the assumption that the

size of the REIT is up to approximately Baht 4,800,000,000, the Company will pay the REIT up to approximately

Baht 2,400,000,000, which will subject to the size of the REIT.

If the REIT takes out loans for using in the investment in addition to the proceeds that the

REIT received from the offering of Unit Trusts, the total offering size of Unit Trust, and the investment amount

payable by the Company and/or its subsidiaries to the REIT will be decreased proportionately.

Board of Directors’ Opinion: The Board of Directors viewed that the Subsidiary Incorporation, the Operating

Lease Transaction, the Units REIT Transaction are the parts of the REIT Transactions and the Company is still

engaged in the information technology infrastructure services. These transactions are reasonable and for the best

benefit to the Company, as per Board of Directors’ Opinion of Agenda 9.1.

In this regard, Shareholders are recommended to approve the entering into the Acquisition of

Assets Transaction, as proposed.



Agenda 9.3 To consider and approve the Company and/or its Subsidiaries to enter into and sign on the

agreements and other relevant documents relating to the REIT Transactions

Background and Rationale: Subsequently to the approval to entering into the Disposal of Assets Transaction

and Acquisition of Assets Transaction which are a part of the REIT Transactions, the Board of Directors has

considered to propose to the Shareholders’ Meeting to approve the Company and/or its subsidiaries to enter

into and sign on any agreements and other relevant documents relating to the REIT Transactions in order to

accomplish all contemplated transactions which includes, but is not limited to, the following agreements and

documents;

(a) The Asset Sale and Purchase Agreement, the Memorandum of Land Lease Agreement between

the Company and SCG, the Memorandum of Agreement in relation to Utilization Fee of the Land, a Lease

agreement (Substation), the Operating Lease Agreement, Property Management Agreement and/ or other

agreements relating to the REIT.

(b) A draft Prospectus and Registration Statement in relation to the offering of Unit Trusts, including

all other related documents.

(c) The Underwriting Agreement in relation to the offering of Unit Trusts.

(d) The Financing Agreement for the payment of Unit Trusts subscription price (if any)

Board of Directors’ Opinion: The Board of Directors viewed that entering into and sign on any agreements and

other relevant documents relating to the REIT Transactions are the parts of the REIT Transactions, which are

reasonable and for the best benefit to the Company, as per Board of Directors’ Opinion of Agenda 9.1.

In this regard, Shareholders are recommended to consider and approve the Company and/or its

subsidiaries to enter into and sign on any agreements and other relevant documents relating to the REIT

Transactions, as proposed.

Voting: This Agenda must be approved by not less than three-quarters of the total number of votes of the


Agenda 9.4 To consider and approve the Board of Directors and/or its Designees to obtain authorizations

to consider, negotiate, approve, sign, certify documents and/or take any necessary actions

relating to the REIT Transactions

Background and Rationale: Subsequently to the approval to entering into the Disposal of Assets Transaction and

Acquisition of Assets Transaction which are a part of the REIT Transactions, the Board of Directors has considered

to propose to the Shareholders’ Meeting to approve the Board of Directors and/or its Designees to obtain

authorizations to consider, negotiate, approve, sign, certify documents and/or take any necessary actions relating

to the REIT Transactions which includes, but not limited to;

(a) To determine or change the terms, conditions and other details relating to and useful for the

execution of the REIT Transactions in order to accomplish all contemplated transactions, which include the

revision of the terms or value of any contemplated transactions referred to in item 9.1 and 9.2.

(b) To set out, amend, enter into, sign and certify any agreements, including Property Management

Agreement, and relevant documents relating to the REIT Transactions.

(c) To contact, sign, seek permission or approval from, or take action relating to the REIT

Transactions with any government authorities or regulatory agencies, e.g. the Office of the SEC and the SET.

(d) To hire any persons to perform any action in connection to the REIT Transactions.

Board of Directors’ Opinion: The Board of Directors viewed that approving the Board of Directors and/or its

Designees to obtain authorizations to consider, negotiate, approve, sign, certify documents and/or take any

necessary actions relating to the REIT Transactions are the parts of the REIT Transactions, which are reasonable

and for the best benefit to the Company, as per Board of Directors’ Opinion of Agenda 9.1.

In this regard, Shareholders are recommended to consider and approve the Board of Directors

and/or its Designees to obtain authorizations to consider, negotiate, approve, sign, certify documents and/or take

any necessary actions relating to the REIT Transactions, as proposed.



Agenda 10 To consider and approve the amendment of the Company's objectives and Article 3 of the

Memorandum of Association

Background and Rationale: As the Company has a plan to develop services that cover the Digital Life

Platform business, including services in Healthcare group that the Company expands in the future. The

company is absolutely necessary to amend the objectives of the company by adding 1 more item, with details

as follows;

“Article 41 To operate the businesses of production, distribution, export and trading of medical tools.”

Board of Directors’ Opinion: Shareholders are recommended to consider and approve the amendment of the

Company's objectives and Article 3 of the Memorandum of Association as proposed.

Voting: This Agenda must be approved by not less than two-thirds of the total number of votes of Shareholders

present at the Meeting.

Agenda 11 Other matters. (if any)

All Shareholders are invited to attend the 2020 Annual General Meeting of Shareholders on

Thursday, August 13, 2020, at 2 p.m. (the registration will start at 12.00 a.m.), at INET Hall, IT Floor, Thai Summit

Tower, Internet Thailand Public Company Limited, 1768 New Petchburi Road, Bang Kapi Subdistrict, Huay Khwang

District, Bangkok. The map of the Meeting Place as in Attachment No. 18.

Due to the COVID-19 situation, the Company realizes the importance of shareholders’ safety. The

Company, therefore, request the shareholders to appoint a proxy to the Independent Directors proposed by the

Company, as listed and detailed in Attachment No. 15, instead of attending the Meeting in person, please

complete the Proxy form B as in Attachment No. 16 or proxy form A or form C in which the Shareholders can

download from http://ir.inet.co.th/ (Form C is only for foreign investors who appoint the Custodian in Thailand to

be a Share Depository and Keeper), as well as complete the Form of Questions for the 2020 Annual General

Meeting of Shareholders, as in Attachment No. 12, and return back to Company Secretary prior to the Meeting

date.

It is recommended that Shareholders study the guidelines for registration, appointing proxy,

documents and evidence required to be presented on the Meeting date as in Attachments No. 13 and No. 14.

The Company shall conduct the Meeting in accordance with the Articles of Association of the Company as set

out in Attachments No. 10 which have been sent together with this Invitation.


The Company determined the date for determining the names of Shareholders who shall be

entitled to attend the 2020 Annual General Meeting of Shareholders on July 13, 2020.

Please be informed accordingly.

Yours sincerely,

(Mrs. Morragot Kulatumyotin) Managing Director

By the instruction of the Board of Directors


For more information, please contact:

Ms. Pornwisa Mangkit or Mrs. Pimlapha Akkaranitiphonchai or Ms. Ploypailin Yota

Office of Managing Directors, Internet Thailand Public Company Limited

Tel. 02 257 7000 or Email: [email protected]


Privacy Note

Internet Thailand Public Company Limited (the “Company”) realizes the importance to protect your

personal data. The Company, therefore, establish the following information in compliance with the Personal Data

Protection Act B.E. 2019 (the “PDPA”)

Objectives, Necessary to collect your personal data and Details of personal data to be collected

It is necessary for the Company to collect your personal data that submitted to the Company i.e. name,

surname, address, contact number, identification number, which will be used for the following purposes;

• Inviting and holding the 2020 Annual General Meeting of Shareholders as required by law, and

• Delivery of Annual Report as requested by Shareholder

Retention Period

The Company will keep and use your personal data to serve the proposes of the abovementioned

activities.

Rights of Data Owner

As the owner of personal data, you have the rights as stipulated in the PDPA, which including the rights

to withdrawing the consent, right to access and obtain a copy of your personal data, right to correct, delete or

clean up your personal data, right to refuse to processing of your personal data, right to transfer your personal

data according to legal method stipulated, right of compliant and rights to object to the processing or disclosing

your personal data.

Attachment No. 1

Page 1 / 24

Minutes of Annual General Meeting of Shareholders for 2019


Wednesday April 24 2019, 1:30 pm

At the INET Hall on the IT Floor of the Thai Summit Tower Building

1768 New Petchaburi Road, Bangkapi Sub-District, Huay Kwang Distirct, Bangkok

___________________

Meeting started at 1:33 pm

Mr. Siranarong Pila (the “Moderator”) informed the Annual General Meeting of Shareholders for

2019 (the “Meeting”) that the Internet Thailand Public Company Limited (the “Company”)’s registered

capital was 500,041,575 Baht with paid-up capital of 500,041,575 Baht from 500,041,575 ordinary shares. Their

par value was 1 Baht per share and a total of 500,451,575 ordinary shares were sold.

Section 19 of the Company’s Articles of Association states that it takes at least 25 shareholders or

proxy shareholders (if any) or at least half of all shareholders to make a quorum for a general meeting, and

the combined shares of those present must constitute at least one third (1/3) of all sld ordinary shares.

For the Meeting, given that 500,041,575 of the Company’s shares were sold, it required at least

166,680,525 shares to make quorum. The Meeting was attended by 18 shareholdersand 14 proxy

shareholders, who together held 265,234,463 shares or 53.04% of all sold shares of the Company, making

quorum of the meeing in accordance with Section 19 of the Company’s Articles of Association.

Opening

The Moderator explained the methods for voting and vote counts to the shareholders for each

agenda as following:

1. Shareholders were entitled to vote to approve or disapprove or abstain in each agenda,

using ballots they received when they registered for the Meeting, on the basis that one share

is counted as one vote (one share, one vote).

2. For the votes in the second, fourth, fifth, sixth and eighth agendas, the decisions would be

made by the majority votes by the shareholders who attended the Meeting. If the votes

resulted in a draw, the chair of the Meeting would cast a vote to make a final decision.

3. To calculate the votes for the second, fourth, fifth, sixth and eighth agendas, the total

number of votes were to be counted from votes to approve or disapprove each agenda.

The abstention votes would not be counted to the total number of votes.

4. The decision in the seventh agenda would be made with at least two-thirds of votes from

shareholders who were present and were eligible to vote.

Attachment No. 1

Page 2 / 24

5. The Company would count votes for this agenda from present shareholders, who were eligible

to vote, as the total number of votes, including approval, disapproval and abstention votes.

6. In ballot count for this agenda, the Company would deduct the disapproval votes and

abstention votes from the total number of votes from present shareholders. The number of

remaining votes would be counted as the votes that approve this agenda.

7. For the votes in the ninth and tenth agendas, the decisions would be made with three

fourths of votes from all shareholders who were present and eligible to vote.

8. The Company would count the approval, disapproval and abstention votes from all

shareholders who were present and eligible to vote as the total number of votes.

9. In ballot count, the Company will deduct the number of disapproval votes and abstension

votes from the total number of votes from the present shareholders, who are entitled to

vote, and the remaining votes will be counted as approval votes for these two agenda.

10. For the shareholders who have assigned their proxies to attend the Meeting and to vote in

accordance with their intention, the Company has already registed the number of their

approval votes, disapproval votes or abstention votes in the computer system for the vote

casting in each agenda.

11. For voting in each agenda, except the sixth agenda, shareholders who disagree or abstain

were required to raise their hands. While some shareholders express their intention to

disagree or abstain in the vote, all shareholders must use the prepared ballots, which they

received at the time of registering their participation in the meeting, to vote. Officers would

count the ballots that have been marked.

12. For the sixth agenda which was the election of the Company’s Board of Directors, the

present shareholders or proxy shareholders must vote on the Company’s prepared ballots

and they must sign their names on the ballots that shall be returned to the officers. In case

shareholders did not return the ballots to the officers, their votes would be counted as

abstention votes for the agenda.

13. Voting in the following manners would be considered void and the Company shall not count

such votes.

- A ballot that is not marked or signed;

- A ballot that is crossed or is amended in the marking or wording without signature

certifying the changes.

- A ballot with markings in various types (except in the Custodian case).

14. Number of votes from present shareholders and votes from proxy shareholders in Type A

and Type B nominations cannot be divided.

15. In case of Type C nomination, which is used only for foreign investors who have appointed

their custodians of their shares in the country, the number of votes can be divided to

different intentions of voting.

Attachment No. 1

Page 3 / 24

16. If the shareholders or proxy shareholders want to make comments or raise questions, they

shall raise their hand and inform the officers of the names of shareholders or proxy

shareholders, before they will be allowed to comment or ask questions.

In the minutes of the Meeting, the Company would record the questions and answers

in summary without stating the names of the shareholders or proxy shareholders who make

comments or raise questions about each agenda. If any shareholder or proxy shareholder

wants to have his or her name recorded in the minutes, he or she must state so before

expressing opinions or raising questions.

17. In case any shareholder or proxy shareholder wants to leave the Meeting room or do

anything outside the meeting room but he or she wants to vote in the remaining agendas or

if he or she wants to cast vote in advance for the remaining agendas, he or she can submit

ballots, which has been received while he or she registered for the Meeting, to the officers

for ballot count when vote is held for each of the remaining agendas.

The procedures mentioned above are based on the Company’s Articles of Association.

The Moderator then allowed the shareholders to inquire about the procedures for voting. When

no shareholder and proxy shareholder raised any question, Professor Pairash Thajchayapong (Ph.D.), who

chaired the Meeting (the “Chairman”), welcomed the shareholders and introduced the Company’s Directors

who attended the Meeting.

Currently, the Company has 12 Directors and 11 of them attended the Meeting.

Attendees’ Committee

1. Prof.Dr.Pairash Thajchayapong Chairman of the Board of Directors and Chairman of Executive

Committee

2. Dr. Narong Sirilertworakul Director, Chairman of Corporate Governance Committee

Member, Risk Management Committee Member and CEO

Performance Review Committee Member

3. Mr. Morakot Thienmontree Director and CEO Performance Review Committee Member

4. Ms. Kunlaryarnee Kittisadtra Director

5. Ms. Tanwadee Wongterarit Director and Chairman of CEO Performance Review Committee

6. Mr. Aniruth Hiranraks Director

7. Prof. Emeritus Achara Chandrachai, Ph.D. Independent Director and Chairman of Audit Committee

8. Mr. Sahas Treetipbut Director, Executive Committee Member and Nomination and

Remuneration Committee Member and CEO Performance

Review Committee Member

9. Ms. Narumol Wangsatorntanakun Independent Director, Chairman of Risk Management

Committee and Audit Committee Member

10. Ms. Nilobon Tangprasit Independent Director, Audit Committee Member and

Nomination and Remuneration Committee Member and

Attachment No. 1

Page 4 / 24

Corporate Governance Committee Member

11. Mrs. Morragot Kulatumyotin Director, Executive Committee Member, Risk Management

Committee Member and Corporate Governance Committee

Member

Absents’ committee

1. Mr. Aran Permpiboon Independent Director, Chairman of Nomination and

Remuneration Committee and Audit Committee Member

In this regard, the proportion of the directors who attended the meeting were 91.97%

Attendees’ Executives

1. Mrs. Morragot Kulatumyotin Managing Director

2. Mr. Wanchai Vach-shewadumrong Deputy Managing Director

3. Mr. Piyaret Saelee Senior Vice President

4. Mrs. Varaporn Pintola Senior Vice President

5. Ms. Hunsa Nawaraphun Senior Vice President

Auditor from C&A Audit Office Co., Ltd.

Mrs. Chintana Techamontrikul, Miss Jintana Mahavanich and Miss Nipa Choasamun

Legal counsel and Vote counting inspector of Kanung & Partner International Consultancy Co., Ltd.

Mr. Lertsak Suthamporn

To promote good governance in the Company’s management, the Chairman invited minor shareholders to

observe the ballot counting during the Annual General Meeting of shareholders. Mr. Sorasak Charoenwai expressed

his intention to observe the ballot counting.

Agenda 1: Chairman’s report

1. The Company has invited shareholders to propose meeting agendas for the Annual General

Meeting of shareholderes for 2019 and to nominate director nominees in advance between 1

and 31 January 2019. The invitation was made on the Company’s website. After the period

expired, no shareholder proposed any meeting agenda and any candidate for the Board of

Directors.

2. With reference to the resolution of the Annual General Meeting of ShareholdersNo 1/2019 to

allow the Company to set up an infrastructure fund (the “Fund”) and to allow the Company

to conduct transactions with the Fund and to carry out other related affairs (the “Transactions

of the Fund”) on February 14, 2019, the Company was in process of meeting requirements as

advised by the Office of the Securities Exchange Commission and was preparing various

documents for filing to the SEC Office.

The Board of Directors assigned the Company’s management to closely follow up on

the issue and report its progresss to the board

Attachment No. 1

Page 5 / 24

Agenda 2 : To consider and certify the minutes of the Extraordinary Meeting of Shareholders No.

1/2019 that was held on 14 February 2019

The Chairman presented a report to the Meeting that the Company held the extraordinary meeting

of shareholders No. 1/2019 on 14 February 14 2019 and the Company submitted the minutes of the meeting

to the Stock Exchange of Thailand within 1 4 days of the meeting date. The Company also published the

minutes on its website (http://ir.inet.co.th/).

The board deemed it appropriate to ask the Meeting to consider and endorse the minutes of the

Extraordinary Meeting of Shareholders No. 1/2019 that was held on 14 February 2019.

The Chairman allowed the shareholders and proxy shareholders to ask questions and make

comments on related issues. However, no question was raised by the present shareholders for this agenda so

the Chairman asked the Meeting to certify the minutes of of the Extraordinary Meeting of Shareholders No.

1/2019 that was held on 14 February 2019.

The Moderator informed the Meeting that the agenda had to be approved with the majority votes

from the shareholders, who were present to cast the vote.

Meeting’s resolution: The Meeting voted and resolved to certify the minutes of the Extraordinary Meeting of

Shareholders No. 1/2019 with the following votes:

Resolution Number of vote

(1 share = 1 vote)

Percentage of shareholders who

attended the meeting and vote

Approved 265,248,963 100.0000

Disapproved 0 0.0000

Abstention 0

Voided ballots 0

Notice: The company counted the total votes based solely on the votes held by the shareholders

who had the right the vote and cast either approval or disapproval votes. Abstention votes were not

counted.

Agenda 3 : To acknowledge the Board of Directors’ Report regarding to the Company’s Operating

Results for 2018

The chairman presented the report regarding to the Company’s Operating Results for 2018 via a

video presentation. (The video clip lasted about 5.59 minutes). The report was summarized as following:

Attachment No. 1

Page 6 / 24

Vision

• Providing leading IT infrastructure services with credibility by conducting basic-IT innovation

businesses for development of future generations of IT human resources.

Mission

• Changing IT innovations into services for corporate clients so that the country’s will be

developed to a digital economy.

• Conducting businesses for good yields and sustainable business growth.

• Providing IT infrastructure services to Thais with safety measures that are up to the international

standary by setting up data centers in Thailand.

• Being a good corporate citizen that cares about the environment for the true beneifts of

stakeholders and the public.

Core Value

• Innovation – Being a corporate with new innovations all the time. INET employees must be

creative and must observe things and develop themselves unceasingly.

• Neutrality – Being a corporate that is nonpartisan and that makes business partners feel

comfortable to associate with. INET employees must not be divided into factions and they must

be loyal to the company only.

• Energetic – Being an energetic corporate that works fast with a lot of energy. INET employees

must be energeic and must work enthusiastically.

• Trustworthiness – Being a trustworthy corporate that every partner feels comfortable to do

business with. All INET employees must be honest and trustworthy, having responsibility to their

works, customers, fellow workers and superiors.

INET Roadmap

• 2012: Opening the Internet Data Center (INET-IDC1)

• 2013: Providing Public Cloud services

• 2014: Focusing on add-on services on top of IT infrastructure services and starting Internet

broadband services

• 2015: Approved by shareholders to open Internet Data Center 3 (INET-IDC3)

• 2016: Building INET-IDC3

• 2017: Lauching services of INET-IDC3

• 2018: Focussing on platform services

INET Core Business

• Cloud Solutions services

• Internet Access services

• Co-Location services

Attachment No. 1

Page 7 / 24

Performance (Unit : Million Baht)

2016 2017 2018

Total assets 2,589 4,207 5,205

Total liabilities 1,236 2,311 3,382

Total shareholders’ equity 1,353 1,896 1,823

Total income 1,001 1,541 1,673

Revenues from operation 858 988 1,466

Net Profit (loss) 84 376 153

Revenues classified by service (Unit : Million Baht)

Revenues classified by service 2016 2017 2018

Cloud Solutions 430 481 843

Internet Access 153 213 333

Co-Location 146 185 209

EDC Network Pool 28 35 40

Software Services & Other 101 75 41

Significant changes and developments in 2019

• The Company saw growth in the number of clients from 2016 to 2018, with 810 clients, 1,405

clients and 2,149 clients respectively.

• The Company added four new platform services to meet the customers’ demand and

expanded the area of Co-Location services to INET-IDC3 Phase 2.

• The Companay expanded specific standards for customers as:

- CI Data Security Standard (PCIDSS) for Cloud and Online Payment sevices

- Becoming the first and only corporate in Thailand and the fifth one globally to receive

ISO 27018:2014 standard from Certification Body (SGS)

• The Company received SIA Pacific Service Provider of the year 2018 award from Hewlett Packard

Enterprise (HPE), NX Asean Cloud Provider of the Year 2 0 1 8 award from Nutanix Thailand

Company Limited and Innovative Organization 2018 award from the National Innovation Agency.

• The Company was appointed by Dell EMC Thailand to be its first Cloud Service Provider (CSP) in

Thailand.

• The Company campaigned for its employees to realize the significance of complying with the

anti-corruption policy by ensuring the staff take part in the program. Also, the Company was

certified on 12 February 2018 as a corporate in the “Thailand's Private Sector Collective Action

Coalition Against Corruption (CAC)”.

Attachment No. 1

Page 8 / 24

• The Company has social responsibility and it held a voluntary project for volunteers to paint the

chapel of Wat Pa Phai in Saraburi’s Kaeng Koi district on 24 July 2018. The INET and its subsidiary

allowed volunteers to join the activity. The project was joined by Siam City Cement Public Company

Limited and religious residents of communities in Tambon Thap Kwang in Kaeng Koi. The project to

restore the chapel was an activity to support Buddhism and to ensure that a temple would remain

to provide religious services to nearby communities.

• The Company launched “Educational Tour and IDC Visits” project to provide knowledge and

understanding as well as technological visions to leading universities and various organizations.

Visitors to the IDCs were briefed by speakers with knowledge about the Internet Data Centers so

that the visitors could apply the technological knowledge to their works.

• The Company joined hands with the Siam Cement Group (Kaeng Khoi) Company Limited and

faithful residents of communities in Ban Pa subdistrict to carry out Kathina merit-making

ceremony at Wat Wang Kwang in Ban Pa subdistrict of Saraburi’s Kaeng Khoi district on 1 5

November 2018. The merit making ceremony received donations from executives and staff of

INET and its subsidary. The activity promoted closer ties between the temple and nearby

communities so that they could join hands in supporting Buddhism.

• The Company held the “Separation in Exchange for Love” project. The project encouraged

members of the public to separate recyclable garbage and drop the recyclable garbage in

prepared bins from September 29, 2018 to March 2019. The separated recyclable garbage was

then sold to raise money for holding activities for multi-handicapped children at the Ban Ram

Indra reception house in April 2019.

• The Company supported Thai education via activities to share knowledge and experience with

students and activities to disseminate IT innovations and knowledge for the best benefits of the

society.

• The Company accords importance to its human resources. The Company has been developing

its personnel via internal and exteranal programs in the form of individual development plan.

The Chairman allowed the shareholders and proxy shareholders to ask questions and express

opinions on the related issues. Some shareholders and proxy shareholders raised questions that can be

summarized as:

1. Revenue recognition on Cloud services. The Company saw 75 per cent growth of its Cloud

services this year, compared to last year’s. The growth rate was not equal in each quarter so

shareholders wondered whether the inequal growth rate in each quarter was caused by the

rising and falling number of Cloud service clients.

Answer: Initially, revenue from Cloud sevices was recorded in the category of revenue from

Server Storage services. Later on, new Cloud services were developed and launched, such as

Cloud Platforms and VDI. As a result, revenue from Cloud sevices were put into a new

category, resulting in record of different growth rates of Cloud services’ revenue.

Attachment No. 1

Page 9 / 24

2. Is there any major competitor that provides Data Center services of Tier 4 standard that could

affect INET’s competitiveness in the future?

Answer: INET’s competitiors provide Data Center services of Tier 4 standard in form of

investment for major private firms to lease the centers. But the Company focuses its services

on leasing the Data Centers to small and medium-sized clients. As a result, the Company’s

Tier-3 Data Centers is suitable for the Company’s targets.

When there were no more shareholders asking questions and making comments, the Chairman

informed the meeting that all of them have acknowleged the Board of Directors’ Report regarding to the

Company’s Operating Results for 2018.

The Moderator informed the meeting that the ageda was to acknowledge the report so no voting

would be held for the agenda.

Meeting resolution: The Meeing acknowleged the Board of Directors’ Report regarding to the Company’s

Operating Results for 2018.

Agenda 4: To consider and approve the Audited Financial Statements for the year ending on 31 December

2018

The Chairman assigned Mr. Wanchai Vach-shevadumrong, deputy managing director of the

Company, to present a report to the meeting, providing details of the agenda. Mr. Wanchai told the meeting

that Section 1 1 2 of the Public Company Act of B.E. 2 5 3 5 requires the Company to present the annual

financial statements to the Annul General Meeting of Shareholders to approve.

The Company’s financial statements for the year ending on 31 December 2018 has been certified

by a certified public accountat and reviewed by the Audit Committee as accurate. The statements are parts

of the annual report that has been sent to shareholders in form of QR Code together with the invitation to

the annual general meeting. The Financial Statements of the Company could be summarized as following:

Financial Statements

In 2018 , the Company’s assets stood at 5 .205 million Baht, an increase of 998 million Baht or

23.72%, compared to the assets in 2017. The increase was attributed to the increase of land, buildings and

equipment of the Company in accordance with the Company’s investment plan to accommodate business

growth and for business expansion. The Company had 3.382 billion Baht of liabilities, an increase of 1 .071

million Baht or 46.36% when compared to the 2017 figure. The liabilities rose as the Company managed its

working capital in accordance with the investment plan and revenue, taking into account the Company’s

capability to service its debt, which was still in an appropriate ratio. Shareholders equity was valued at 1.823

million Baht, a drop by 3.88% when compared with the 2017 figure. The drop was attributed to the appraisal

of the value of available-for-sale assets.

Attachment No. 1

Page 10 / 24

Revenue by types of business operations

In 2018, the Company received a revenue of 843 million Baht from Cloud services, an increase of

362 million Baht or 75.35% from the previous year. The increase was attributed to the availability of several

Cloud platforms from the Company. Moreover, the Company has on-top services such as VDI and Zimbra

Mail that respond to the need of several groups of customers. Besides, the Company allowed corporations

that are interested to test the services before making their decisions so the firms have more confidence in

the Company’s services. The Company received a revenue of 209 million Baht from Co-Location services,

an increase of 24 million Baht or 12.70% from the same period of the previous yearm because of the launch

of INET-IDC3 services in 2 0 1 7 . Following the launch, the Company has more service space, resulting in

increased revenue. In addition, the Company has been ceaselessly developing its INET-IDC services so that

it can assure ensure customers at all levels of the quality of its Co-location services. The Company earned

333 million Baht as revenue from Internet access services, an increase of 120 million Baht or 56.51% when

compared to the same period a year earlier. The increase in Internet access revenue was attributed to the

growth in Cloud and Co-Location businesses that need network as communication medium. With the

significance of network, the Company has developed new services to respond to the use of its network at

present while maintaining service quality, which is guaranteed with the SLA (Service Level Agreement) of

99.90%.

Net Profit

In 2018, the Company earned a net profit of 153 million Baht, a decrease of 223 million Baht or

59.31% from the net profit in 2017 because the Company’s revenue from share trading and profit recognition

of NETBAY Company dropped.

Statement of cash flow (Unit : Million Baht)

Statement of cash flow 2016 2017 2018

1. Net cash from operating activities 117 66 106

2. Net cash from (used in) investing activities -632 129 -460

3. Cash flows from financing activities 720 -364 355

4. Net cash and cash equivalents increased (decreased) (1+2+3) 205 -170 1

5. Cash and cash equivalents at the beginning of the years 8 214 44

6. Cash and cash equivalents at the end of the years (4+5) 214 44 45

The Chairman allowed shareholders and proxy shareholders to ask questions and make comments

related to the agenda. However, no shareholder asked question during this agenda so the Chairman asked

the Meeting to approve the Annual Financial Statements that was audited by the auditor for the year ending

on 31 December 2018.

The Moderator informed the Meeting that the agenda had to be approved with the majority votes

from the shareholders who were present to vote.

Attachment No. 1

Page 11 / 24

Meeting resolution: The Meeting voted and approved the Financial Statements for the year ending on

31 December 2018 and which was audited by a certified public accountant with the following votes:


(1 share = 1 vote)

Percentage of shareholders who

attended the meeting and vote

Approved 265,323,963 100.0000


Abstention 0

Voided ballots 0

Notice: The company counted the total votes based solely on the votes held by the shareholders who

had the right the vote and cast either approval or disapproval votes. Abstention votes were not counted.

Agenda 5: To consider and approve the allocation of Net Profit as reserve fund and dividend payment

for 2018 operating results

The Chairman informed the Meeting about Section 116 of the Public Company Act of B.E. 2535 and

Section 49 of the Company’s Articles of Association that says: “the Company must allocate a part of its Net Profit

to the Company’s reserve fund at the rate of at least 5 per cent of annual Net Profit …” and Section 48 of the

Company’s Articles of Association that says: “Under provision of Section 4 9 , the Company is prohibited from

paying dividend from other types of money apart from Net Profit. In case the Company still has accumulated loss,

it is prohibited from paying dividend. The dividend must be paid in accordance to number of shares in the same

rate per share. Dividend payment must be approved by shareholders’ meetings...”

The Company has a policy to pay dividend at the rate of at least 30 per cent of Net Profit afer tax

if there is no other need, depending on the economic situation and future business plans of the Company

and subsidiary and the dividend payment must not affect the Company’s normal business operations.

From the Company’s operating results that ended on 31 December 2018, the Company’s net profit

on separate financial statements was 232,408,746 Baht. After the Company deducted 11,620,437.30 Baht (5%)

from the net profit for the reserve fund in accordance with the law, the Company had 220,788,308.70 Baht as

remaining net profit for dividend payment. The Company proposed the Meeting to approve the dividend

payment as follows:

Attachment No. 1

Page 12 / 24

Details of dividend payments for 2018 operating results

Details of Dividend Payment 2016 2017 2018

1. Net profit from separate financial statements (Baht) 83,056,055 313,118,052 232,408,746

2. Allocation for reserve fund in accordance with law (5%) 4,152,802.75 15,655,902.60 11,620,437.30

3. Remaining net profit for dividend payment (Baht) (1) - (2) 78,903,252.25 297,462,149.40 220,788,308.70

4. Dividend payment rate (in percentage) 50.00 21.16 30.00

5. Total dividend payment (Baht) 39,451,626.13 62,938,644.82 66,236,492.61

6. Number of shares (shares) 500,041,575 500,041,575 500,041,575

7. Annual dividend per share (THB/share) (5)/(6) 0.0789 0.1259 0.1325

The Board of Directors agreed to ask the Meeting to consider approving the allocation of net profit to the

reserve fund in accordance with the law and to pay dividend from the 2018 operating results as following:

1) Allocating 11,620,437.30 Baht to the reserve fund in accordance with the law

2) Paying dividend from the 2018 operating results to shareholders at the rate of 0.1325 Baht per

share, based on the total number of 500,041,575 shares. Totally, the Company would pay

dividends worth 66,236,492.61 Baht.

The Company set Thursday 2 May 2019 as the date for recording the shareholders who are eligible

for dividepend payment (Record Date) and the Company is scheduled to pay the dividends on 17 May 2019.


comments on issues related to the agenda. However, no shareholder raised any question so the Chairman

asked the Meeting to consider approving the reserve fund allocation and dividend payment from the 2018

operating results.

The Moderator informed the Meeting that the agenda must be approved with the majority vote

from the shareholderswho were present to vote.

Meeting resolution: The Meeting voted and approved the reserve fund allocation and the dividend payment

from the 2018 operating results in the above details with the following votes:


(1 share = 1 vote)

Percentage of shareholders

who attended the meeting

and vote

Approved 272,108,063 100.0000

Disapproved 0 0

Abstention 0

Voided ballots 0

Notice: The company counted the total votes based solely on the votes held by the shareholders who

had the right the vote and cast either approval or disapproval votes. Abstention votes were not counted.

Attachment No. 1

Page 13 / 24

Agenda 6: To consider election of directors in replacement of directors who retired by annual rotation

for 2019

The Chairman assigned Mr. Sahas Treetipbut, a member of the Nomination and Remuneration

Committee, inform the Meeting of details of the directors who completed their tenure and left post in 2019.

Mr. Sahas was also assigned to chair the agenda and present a report to the Meeting.

To meet the good governance requirement, the four outgoing directors, who were regarded as

having conflict of interest in the agenda, were asked to leave the meeting room until the vote was done.

Mr. Sahas informed the Meeting of Section 28 of the Company’s Articles of Association that says: “When

an annual general meeting of shareholders is held, one third of the current directors must leave their posts. For the

2019 Annual General Meeting of Shareholders, four directors would leave.

The four following directors have completed their term:

1. Prof. Dr. Pairash Thajchayapong Director

2. Mr. Aran Permpiboon Independent Director

3. Ms. Nilobon Tangprasit Independent Director

4. Ms. Kunlaryarnee Kittisadtra* Director Notice: Ms. Kunlaryarnee Kittisadtra was appointed director, replacing Dr Apiruck Preechayasomboon, who was appointed by a resolution

of the Extraordinary Meeting of Shareholders No. 1/2016.

The Company has announced on its webside under the section of “Investors Relations”, inviting shareholders

to nominate persons who are qualified for nominations as directors of the board. The nomination was allowed between

1 and 3 1 January 2 0 1 9 but no shareholder proposed any nominee to the Company. Mr. Aran Permpiboon, an

independent director, expressed his intention not to be re-elected to the board.

The Nomination and Remuneration Committee, which does not have directors with conflict of

interest for the election, has considered selecting directors for the best benefirt of the Company. The

committee has considered candidates, who are qualified in accordance with the selection process and the

Company’s regulations and selection method, and the Nomination and Remuneration Committee has

following opinions:

1. Professor Pairash Thajchayapong (Ph.D.) and Ms. Kunlaryarnee Kittisadtra were former directors of

the board. The two are qualified and have experience in businesses related to the operations of the

Company. They are not under any legal prohibitions. When they held the posts on the board, they always

provided good suggestions to the Company. Moreover, during the past year, the two devoted themselves to

advise the Company, and thus helping the Company to have good progress. As a result, the Nomination and

Remuneration Committee resolved to nominate the two back to the Board of Directors. The committee

asked the Board of Directors to propose the two nominees to the annual general meeting of the

shareholders for their re-election as board directors.

2. Miss Nilobol Tangprasit has been an independent director for fewer than three consecutive

Attachment No. 1

Page 14 / 24

terms. As a result, she will be able to provide suggestions freely in accordance with regulations concerned.

Moreover, she has used her knowledge, experience and expertise to give useful suggestions to the Company,

and thus helping the Company to have good progress. As a result, the committee resolved to nominate her

back to the Board of Directors. The committee asked the board to nominate her to the annual general

meeting of shareholders to consider her re-election to the board.

3. Mr. Chavalit Chindavanig is a new nominee as an independent director, replacing Mr. Aran

Permpiboon. The Nomination and Remuneration Committee has considered the skills, knowledge and

expertise of the new moninee to ensure that the Board of Directors will have suitable elements for the best

benefits of the Company. As a result, the Nomination and Remuneration Committee resolved to nominate

Mr. Chavalit for the board to propose to the annual general meeting of shareholders for election to the

board because he is fully qualified in accordance with the Public Company act of B.E. 2535 and the Seucrities

Exchange Commission’s announcement and he is deemed capable and having experience related to the

Company’s operations that can help the Company be further developed.

The Board of Directors, excluding directors with conflict of interest or directors who have

completed their tenure, considered and screened qualifications, knowledge and experience of the nominees

in various aspects as required by the committee. As a result, the committee resolved to ask the annual

general meeting of shareholders to consider and elect the three outgoing directors back to the board for

another term. The committee also resolved to ask the Meeting to elect Mr. Chavalit as an independent

director, replacing Mr. Aran Permpiboon.

The Chairman allowed the present shareholders and proxy shareholders to ask questions and make

comments related to the agenda. However, no shareholder raised any question for this agenda so the Chairman

asked the Meeting to elect new directors to replace directors who have completed their term.

The Moderator informed the Meeting that the agenda must be approved with the majority vote of

the shareholders who were present and voted. The shareholders and proxy shareholders were told to cast

approval, disapproval or abstention votes in the ballots prepared for them by the Company and then sign

the ballot papers and return them to officers for ballot counting.

Meeting resolution: The Meeting considered and voted to approve the elections of the directors to replace

those who completed their tenure in 2019 with the following votes:

1) Prof. Dr. Pairash Thajchayapong Proposed position : Director


(1 share = 1 vote)



and vote

Approved 272,033,063 100.0000

Disapproved 0 0

Abstention 75,000

Voided ballots 0

Attachment No. 1

Page 15 / 24

2) Ms. Kunlaryarnee Kittisadtra Proposed position : Director


(1 share = 1 vote)



and vote

Approved 272,033,063 100.0000

Disapproved 0 0

Abstention 75,000

Voided ballots 0

3) Ms. Nilobon Tangprasit Proposed position : Independent Director


(1 share = 1 vote)



and vote

Approved 272,033,063 100.0000

Disapproved 0 0

Abstention 75,000

Voided ballots 0

4) Mr. Chavalit Chindavanig Proposed position : Independent Director


(1 share = 1 vote)



and vote

Approved 272,013,063 100.0000

Disapproved 0 0

Abstention 95,000

Voided ballots 0



counted.

Agenda 7: To approve the remuneration for the Company’s Directors

The Chairman assigned Mr.Sahas Treetipbut, a member of the Nomination and Remuneration

Committee, to present a report on the issue to the Meeting.

Mr. Sahas informed the Meeting that the Nomination and Remuneration Committee proposed that

the Company pay remuneration of 6,500,000 Baht to the Directors/committee members for 2020 and bonus

of 1 0 ,0 0 0 ,0 0 0 Baht for 2 0 1 8 to the Company’s Board of Directors. The Nomination and Remuneration

Committee asked the Board of Directors to approve the two amounts of remueneration and forward the

proposal for the Meeting to approve as in the following details:

Attachment No. 1

Page 16 / 24

1. Directors’ annual remuneration for 2019, including meeting allowance and other expenses for the Board

of Directors, the Audit Committee, the Nomination and Remuneration Committee, the Risk Management

Committee, the Committee to Evaluate the Managing Director’s Performance, and the Corporate

Governance Committee, was at 6,500,000 Baht, which is equal to the amount in 2018. Meeting Allowance 2017 2018 2019

The Board of Directors

- Chairman of the Board of

Directors

30,000 Baht / person / month 30,000 Baht / person / month 30,000 Baht / person / month

- Directors 25,000 Baht / person / month 25,000 Baht / person / month 25,000 Baht / person / month

The Audit Committee

- Chairman of the Audit

Committee

17,500 Baht / person / month 17,500 Baht / person / month 17,500 Baht / person / month

- Audit Committee Members 15,000 Baht / person / month 15,000 Baht / person / month 15,000 Baht / person / month

Other Subcommittees

- Chairman of the

subcommittee

17,500 Baht / person / month

with meeting(s)


with meeting(s)


with meeting(s)

- Vice Chairman of the

subcommittee


with meeting(s)


with meeting(s)


with meeting(s)

- Subcommittee Members 15,000 Baht / person / month

with meeting(s)


with meeting(s)


with meeting(s)

2. The Directors' bonus for 2018 amounts to 10,000,000 Baht.

3. Other privileges : None

The Board of Directors considered the proposal of the Nomination and Remuneration Committee

and agreed to forward the proposal to the annual general meeting of shareholders to approve the

remuneration as proposed.

The Chairman allowed the present shareholders and proxy shareholders to ask questions and make

comments on issues related to the agenda. The Nomination and Remuneration Committee and the

management answered questions of some shareholders, which couild be summarized as following:

1. Regarding to annual bonus payments to the Company’s Directors, the Company paid 7.3 million

Baht for the bonus in 2 0 1 6 and 1 0 million Baht in 2 0 1 7 because the Company had good

operating results and the Company enjoyed growth in net profit in the two years. But in 2018,

the Company’s net profit dropped. Still, the Company was asked to pay 10 million Baht to the

directors, which would be the same bonus amount with 2017’s bonus. The committee should

consider criteria for paying bonus to the directors in accordance with the net profit in each

particular year.

Answer: In 2017, the Company enjoyed a higher profit from the sale of the shares of NETBAY

Company so the Company considered increasing the bonus from the bonus that was paid in

2016. In 2018, the Company’s profit from selling NETBAY’s shares was lower but the Company

Attachment No. 1

Page 17 / 24

focused on making profits from the Company’s business operations. It could be seen that the

Company’s had revenue growth from business operations as presented in the previous

agenda. The revenue growth was partly credited to determination and capability for directors.

The Company thus decided to pay the same rate of bonus with the bonus paid in 2017 to the

directors after the Company took into account its increased assets and profits.

2. The Company should set clear-cut criteria for giving bonus as an incentive to encourage the

Board of Directors to manage the Company for good operating results so that the Company will

be able to pay dividends to shareholders.

3. A proposal on criteria for paying remuneration was made that the Company set a minimum rate

of remuneration and that there should be an indicator for increasing remuneration based on the

company’s operating results each year. All sectors, including personnel, the Board of Directors,

and shareholders should use the same criteria. If the Company receives special profits in a small

ratio, the Company should pay remumneration based on profits from main busineses only. In

conclusion, if the Company receives more profits from business operations, employees, the

directors and shareholders should receive higher remuneration.

Answer: The company will consider the proposals.

When there were no more shareholders asking further questions or giving more suggestions, the

Chairman asked the Meeting to consider approving the proposed remuneration for the directors.

The Moderator informed the meeting that the agenda had to be approved with at least two-third

of available votes from shareholders who were present to vote.

Meeting resolution: The Meeting considered and voted to approve the remuneration for the Company’s

Directors with the following votes:


(1 share = 1 vote)



and vote

Approved 268,062,563 98.2043


Abstention 4,901,600 1.7957

Voided ballots 0

Notice: The Company counted the approval, disapproval and abstention votes from all


Agenda 8: To appoint the Company’s Auditor and specify the audit fee for the year 2019

The Chairman assigned Professor Emeritus Achara Chandrachai (Ph.D.), chairperson of the Audit

Committee, to present a report to the Meeting. Dr. Achara informed the Meeting that the shareholders were

required by Section 18 in Chapter 3 of the Company’s Articles of Association on the regulations of shareholders’

Attachment No. 1

Page 18 / 24

meeting to appoint the Companys’ Auditor and to specify the audit fee. Dr. Achara also referred to Section 4 of

the Audit Committee’s charter on the nomination of the Company’s Auditors and on proposing the audit fee and

the abrogation of auditor employment to the Board of Directors before asking the shareholders to approve them

accordingly. Moreover, the Securities Exchange Commission requires that companies that have been listed on the

Thai stock market to rotate their auditor from approved choices. When an auditor has audited and expressed

opinions on a public company’s financial statements for seven fiscal years – no matter whether the years are

consecutive or not - the company can reappoint that auditor only after the company waits for five consecutive

fiscal years.

The Audit Committee has evaluated auditors from the C and A Audit Office Co., Ltd. on their

independence and quality of works as auditors for the 2018 fiscal year and the suitability of the audit firm’s

audit fee. The latest appointment of the auditor will be the second appointment for two consecutive fiscal

years from 2018 and 2019. As a result, the Audit Committee decided to propose the appointment of auditors

from the C and A Audit Office Co., Ltd. as following:

List of auditors Certified Public

Accountant No.

Number of years signed

Company financial statements

in 7 years ago

1) Mrs.Chintana Techamontrikul 5131 1 year (2018)

2) Miss Jintana Mahavanich 4687 -

Or any other auditor, who works in the same company and is approved by the Office of the

Securities and Exchange Commision and the Stock Exchange of Thailand as a person to sign on a company’s

audit report. In the meantime, the nominated auditors have no relations with or interests in the Company, its

subsidiary, its management, major shareholders or related parties thereof. As a result, the nominated auditors

are independent and able to express unbiased opinions on the Company’s financial statements. And the two

proposed auditors are qualified as required by the Office of the SEC.

Comparisons of audit fees in past years:

Detail 2019 2018

Audit Fee 1,940,000 1,690,000

Notice: Audit fees excluded VAT and travelliong expenses that will actually happen.

The Audit Committee resolved to have the Meeting consider appointing the auditor and specifying audit fee

for the year 2019 as following:

1) Approving appointments of auditors from C and A Audit Office Co., Ltd. as the Company’s Auditors for the

fiscal year that will end on 3 1 December 2 019 and assigning any of the auditors to audit and express

opinion on the Company’s financial statements.

Attachment No. 1

Page 19 / 24

List of auditors Certified Public

Accountant No.

Number of years signed

Company financial statements

in 7 years ago

1) Mrs.Chintana Techamontrikul 5131 1 year (2018)

2) Miss Jintana Mahavanich 4687 -

Or any other auditor, who works in the same company and approved by the Office of the Securities and

Exchange Commision and the Stock Exchange of Thailand as a person to sign on a company’s audit report. In the

meantime, the nominated auditors have no relations with or interests in the Company, its subsidiary, its

management, major shareholders or related parties thereof. As a result, the nominated auditors are independent

and able to express unbiased opinions on the Company’s financial statements. The two proposed auditors are

qualified as required by the Office of the SEC.

2) Approving audit fee for the fiscal year ending on 31 December 31 2019 for 1,940,000 Baht. The proposed

audit fee excludes VAT and travelling expenses that are actually incurred and the C and A Audit Office Co.,

Ltd. was selected as the audit firm for INET’s subsidary and partner companies for the year 2019 as well.


comments on issues related to the ageda. The auditors and the management answered the questions that

can be summarized as following:

1. Is the increase in the audit fee caused by more work hours or higher rate of working per hour?

Answer: The audit fee is raised because of the increase in the amount of works and it is

expected that the Company’s transactions would increase because of the establishment of

the infrastructure fund that will require the auidtors to consider more details of transactions.

2. What does it mean that the audit fee does not include VAT and travelling expenses that are actually

incurred?

Answer: The audit fee that is proposed to the Meeting is the general audit fee for the works of

the auditors but when the auditors work, they will charge the Company for the travelling

expenses that actually occur when they travel to work at the Company.

When no more shareholders asked further questions or make more comments, the Chairman asked

the Meeting to consider appointing the auditors and approving the audit fee for the year 2019.

The Moderator informed the meeting that the agenda must be approved with the majority vote of

the shareholders who were present to vote.

Meeting resolution: The Meeting voted to approve the appointment of auditors form the C&A

Audit Office Co., Ltd. as the auditor to audit and express opinion on the Company’s financial statements as

following:

1) Mrs.Chintana Techamontrikul Certified Public Accountant No. 5131 or

2) Miss Jintana Mahavanich Certified Public Accountant No. 4687

Attachment No. 1

Page 20 / 24

Or any other auditor, who works in the same company and approved by the Office of the Securities

and Exchange Commision and the Stock Exchange of Thailand as a person to sign on a company’s audit

report. In the meantime, the nominated auditors have no relations with or interests in the Company, its

subsidiary, its management, major shareholders or related parties thereof. As a result, the nominated auditors

are independent and able to express unbiased opinions on the Company’s financial statements. The two

auditors are qualified as required by the SEC Office and the Stock Exchange of Thailand. The Meeting also

approved the audit fee for the fiscal year ending on 31 December 2019 for 1,940,000 Baht. The fee excludes

VAT and the travelling expenses that the Company will pay to the auditors after they occur. The C and A

Audit Office Co., Ltd. was also selected as the audit firm for subsidiary and associated companies of INET for

2019. The shareholders cast following votes:


(1 share = 1 vote)



and vote

Approved 272,964,163 100.0000


Abstention 0

Voided ballots 0



counted.

Agenda 9 : To consider approving amendment to Item 4 of the Company’s Objectives and Item 3 of

the Company’s Memorandum of Association to comply with changes in the objectives

The Chairman reminded the Meeting of the resolution of the Extraordinary Meeting of Shareholders

No. 1/2019 on 14 February 2019 that approved the establishment of the Internet Data Center Infrastructure

Fund (IDCIF).

For long-term assets leasing, the Company shall have to create business security on its Core

Network equipment under the Business Securty Act of B.E. 2 5 5 8 . However, Item 4 of the Company’s

Objectives does not cover the creation of business security. As a result, the Board of Directors asked the

Meeting to consider amending Item 4 of the Objectives to cover the creation of business security and

amending Item 3 of the Memorandum of Association to be in line with the amendment of the Objectives as:

Now

To trade, exchange, transfer, mortgage, pledge or distribute assets with other means in the country

and abroad; and to rent, lease and transfer leasing right and receive leasing right of assets.

Changed to

To trade, exchange, transfer, mortgage, and pledge assets; or create business security or any type of

collateral; or distribute assets through other means in the country and abroad; or give, receive, let,

Attachment No. 1

Page 21 / 24

rent, lease, and sublease assets, transfer leasing right, receiving leasing right, or manage any asset

with any other means.

The Board of Directors decided to ask the Meeting to consider approving the amendment to Item 4

of the Company’s Objectives and amendment to Section 3 of the Company’s Memorandum of Association to

respond with the change to the Objectives and to cover creation of business security.


comments on issues related to the agenda. However, no question was raised so the Chairman asked the

Meeting to consider approving the amendments to Item 4 of the Company’s Objectives and Item 3 of the

Company’s Memorandum of Association to respond with the changes to the Company’s Objectives.

The Moderator informed the Meeting that the agenda had to be approved with three-fourth of

votes from the shareholders who were present to vote.

Meeting resolution: The Meeting voted to approve the amendments to Item 4 of the Company’s Objectives

and Item 3 of the Company’s Memorandum of Association to respond with the change in the company’s

Objectives with the following votes:


(1 share = 1 vote)



and vote

Approved 272,964,163 100.0000


Abstention 0 0.0000

Voided ballots 0

Notice: The Company counted the approval, disapproval and abstention votes from all


Agenda 10 : To consider approving amendment/addition to Internet Thailand Public Company

Limited’s Articles of Association with change made to Item 38 and adding Item 38/1

The Chairman informed the Meeting that the National Council for Peace and Order’s No 74/2014

on teleconferences endorses the use of teleconferences for board meetings so the Company’s Board of

Directors decided to amend/add Item 3 8 of the Company’s Articles of Association and add Item 3 8 /1 as

following:

Wording before Amendment

Item 38: To call a meeting of the Board of Directors, the Chairman or the authorized persons must

send an invitation to the Directors by registered mail or by handing the invitation to the Directors or their

representatives directly. The invitation must state date, time, venue and agendas of the meeting. The

invitation must be sent to the Directors at least seven (7) days before the meeting date. In case of emergency

for the protection of the company’s rights and interest, the meeting may be called with other methods and

Attachment No. 1

Page 22 / 24

the meeting may be scheduled sooner than the seven-day requirement.

New wording

Section 38: To call a meeting of the Board of Directors, the Chairman or the authorized persons must

send an invitation to the Directors by registered mail or by handing the invitation to the Directors or their

representatives directly. The invitation must state date, time, venue and agendas of the meeting. The

invitation must be sent to the Directors at least seven (7) days before the meeting date. In case of emergency

for the protection of the company’s rights and interest, the meeting may be called with other methods and

the meeting may be scheduled sooner than the seven-day requirement. In case a meeting is held via a

teleconference, an invitation may be sent via electronic communications.

In case a board meeting is held in form of a teleconference, the invitation must clearly state that the

meeting will be held as a teleconference and the invitation must specify electronic communication means

that each of the Directors can access for attending the meeting.

Adding Item 38/1

Item 38/1: Board of Directors’ teleconferences must be held under following regulations:

(1) At least one third of Directors, who are present for the meeting, must be in the same venue

and the all the Directors, who are present for the meeting, must be in Thailand during the

meeting.

(2) The Directors, who are attending the meeting, must be able to consult one another or

express opinions via electronic communications.

(3) The chairman of the meeting must have the present Directors announce their presence via

electronic communications before the meeting starts.

(4) The chairman of the meeting must have officials record voice or both voice and video of the

Directors and others who are present for the meeting and the record must be carried out

throughout the meeting.

(5) A meeting must meet the security standard for holding teleconference as stipulated by the

Ministry of Information and Communication Technology.

The Board of Directors resolved to ask the annual general meeting of shareholders to approve

amendment/addition to Item 38 and to add Item 38/1 to respond with the National Council for Peace and

Order’s announcement No 74/2014 on teleconferences that endorses the use electronic communications for

board meetings.


comments on issues related to the agenda. But no shareholder raised any question so the Chairman asked

the Meeting to consider approving the amendment/addition to Internet Thailand Public Company Limited’s

Articles of Association by amending Item 38 and adding Item 38/1 to respond with the National Council for

Peace and Order’s announcement No 7 4 / 2 0 1 4 on teleconferences that endorses the use of electronic

communications for board meetings.

Attachment No. 1

Page 23 / 24

The Moderator informed the Meeting that the agenda had to be approved with at least three-

fourth of votes from the shareholders who were present to vote.

Meeting resolution: The Meeting voted to approve the the amendment/addition to Articles of Association of

Internet Thailand Public Company Limited by amending Item 38 and adding Item 38/1 to respond with the

National Council for Peace and Order’s Announcement No. 74/2014 on teleconferencing that endorses the

use of electronic communications for board meetings. The agenda was approved with following votes:


(1 share = 1 vote)



and vote

Approved 272,964,163 100.0000


Abstention 0 0.0000

Voided ballots 0

Notice: The Company counted the approval, disapproval and abstention votes from all shareholders

who were present and eligible to vote as the total number of votes.

Agenda 11: Other topics (if any)

The Chairman informed the Meeting that the agenda was for consideration of other topics if the

shareholders proposed issues other than what were stated in the agendas in the invitation. The second

paragraph of Item 2 3 of the Company’s Articles of Associaiton states that “after the meeting has finished

considerations in accordance with the first paragraph, shareholders, who hold at least one third of total sold

shares of the Company, may ask the meeting to consider issues other than what are stated in the meeting

invitation.”

The Chairman allowed the shareholders and proxy shareholders to ask questions and express

opinions on issues other than what were stated in agendas and they were also allowed to propose other

issues for the Meeting to consider. The shareholders and proxy shareholders asked questions that could be

summarized as following:

1. How will the Company deal with the customers who owe the service fees to the Company as

their number is likely to grow?

Answer: The number of Company’s customers is growing and the new customers are

corporates that have process for drafting contracts, billing and payment of bills so there were

delay in the payments of service fees. But after the existing customers have passed through

these processes, they paid the service fees faster. The Company has a method for monitoring

the service fee payment. If customers fail to pay the fee within the schedule, the Company

will issue a notice. If they fail to pay the fee despite the notice, the services will be

suspended. This condition is stated in the service contract.

Attachment No. 1

Page 24 / 24

2. Given that Cloud services is the biggest-growing service of the Company, is it true that the

Company has no need to develop the next phase of INET-IDC3 to cope with the demand for

Co-Location services?

Answer: It is expected that the Company will not expand the INET-IDC3 project anytime soon.

But the Company has a plan to find a new data backup center in the next phase to manage

the risks. The project will be proposed to the Risk Management Committee later.

3. From the report on the Company’s operating results, the revenues from the Platform as a

Service and Software as a service were counted as parts of the Could services’ revenue. If the

revenues from Platform and Software services increase clearly, will they be separated into

new category?

Answer: The Company will separate revenues from Platform as a Service and Software as a

Service into their own categories if their revenues increase considerably and significantly.

When no more questions were asked, the Chairman informed the Meeting that Meeting has finished

considering all the agendas. The Chairman thanked the shareholders for their time in attending the Meeting.

He then closed the Meeting.

The meeting was adjourned at 3:43 pm.

(Prof. Dr. Pairash Thajchayapong)

Chairman of the Board of Directors

(Mrs. Morragot Kulatumyotin)

Acting Company Secretary

Attachment No. 3

Profiles of the nominated person to be elected as Directors

in place of Directors retiring by rotation


Dr. Narong Sirilertworakul

Age 54 years

Date of birth

Nationality Address

August 1, 1966

Thai 360 Sirindhorn Road, Bangplad Subdistrict,

Bangplad District, Bangkok 10700

Position in the Company Director, Risk Management Committee Member, Nomination,

Remuneration and Corporate Governance Committee Member, CEO

Performance Review Committee Member and Authorized Director

Starting Year of Directorship No.1 / Year 2017 – present

Education

- Ph.D. Production Engineering, University of Birmingham, United Kingdom

- Advance Management Program (AMP174)

Harvard Business School, USA

Director Training Program - Role of the Chairman Program (RCP)

by Thai Institute of Directors (IOD)

- Director Certification Program (DCP)


Work Experience

2019 – present

2018 – present

- Nomination, Remuneration and Corporate Governance Committee,


- CEO Performance Review Committee,

2017 – 2019

2017 – present

2017 – present

Other Listed Companies - None -

Other Organizations

2003 – 2016

2013 – 2016

2016 – present


- Chairman of Corporate Governance Committee,


- Director, Internet Thailand Public Company Limited

- Risk Management Committee,


- Vice President, National Science and Technology Development

Agency

- President, Technology Management Center

- President, National Science and Technology Development

Agency

In other Organization that may cause any

conflict of interests to the Company

- None -

The Meeting Attendance / Meeting Held

(as of December 31, 2019)

- Board of Directors Meeting 8 / 10

- Risk Management Committee Meeting 3 / 3

- CEO Performance Review Committee Meeting 2 / 2

- Corporate Governance Committee Meeting 1 / 1

- Audit and Risk Committee Meeting 1 / 1

- Nomination, Remuneration and Corporate Governance Committee

Meeting 1 / 1

Proportion of shares held


- None -

Type of Proposed Nominated Director Director

Criterion and Nominating Method

The Board of Directors considered the recommendation of the

Nomination, Remuneration and Corporate Governance Committee,

proceeded with appropriate measures, and have concluded that;

Dr. Narong Sirilertworakul is qualified in terms of knowledge,

expertise and work experience, as well as not prohibited by law and

his performance, opinions and guidance have been useful to the

Company businesses and contributed to the Company’s

development. Therefore, the Company proposes to the

Shareholders’ Meeting to consider the re-election of Dr. Narong

Sirilertworakul as the Director for another term.

Attachment No. 3




Prof. Emeritus Achara Chandrachai, Ph.D.

Age 72 years

Date of birth

Nationality Address

August 6, 1948

Thai 63 Soi Ladprao 102 (Piam Chan), Phlapphla Subdistrict,

Wang Thonglang District, Bangkok 10310

Position in the Company Independent Director and Chairman of Audit Committee

Starting Year of Directorship No. 1 / Year 2006 – 2009

No. 2 / Year 2009 – 2011

No. 3 / Year 2011 – 2014

No. 4 / Year 2014 – 2017

No. 5 / Year 2017 – present

Education

- Ph.D. Quantitative Business Analysis,

Arizona State University, USA

- Master's Degree (Finance), 2nd Class Honor, National Institute of

Development Administration 1974

- Certificate of Accountant, Chulalongkorn University, 1971

- Bachelor Degree in Accounting, Chulalongkorn University, 1970

Director Training Program - Audit Committee Program (ACP)




- Ethical Leadership Program (ELP)


Work Experience

2009 – present

2006 – present

Other Listed Companies

2016 – present

Other Organizations

2013 – 2017

2005 – present

2006 – present

- Chairman of Audit Committee,


Independent Director, Internet Thailand Public Company Limited

- Independent Director and Chairman of Audit Committee,

Chaopraya Mahanakorn Public Company Limited

- Independent Director and Chairman of Audit Committee,

Saha Union Public Company Limited

- Independent Director and Audit Committee,

Pan Rajdhevee Group Public Company Limited

- Professor Emeritus of Faculty of Commerce and Accountancy,

Chulalongkorn University



- None -




- Audit Committee Meeting 8 / 8

- Audit and Risk Committee Meeting 1 / 1



- None -






Prof. Emeritus Achara Chandrachai, Ph.D., an independent director

who has held the position for 5 terms or more than 9 consecutive

years, had been able to freely express her opinions while complying

with the relevant rules and criteria, and had brought about her

knowledge, experiences and expertise to make recommendations

beneficial to the strategy formulation and business operation.

Therefore, the Company proposes to the Shareholders’ Meeting to

consider the re-election of Prof. Emeritus Achara Chandrachai, Ph.D.

as the Independent Director for another term.

Attachment No. 3




Ms. Tanwadee Wongterarit

Age 59 years

Date of birth

Nationality Address

May 16, 1961

Thai 74 Soi Thiam Bun Ang, Charoen Nakhon Road,

Khlong Ton Sai Subdistrict, Khlong San District, Bangkok 10600

Position in the Company Director, Chairman of CEO Performance Review Committee Member

and Authorized Director

Starting Year of Directorship No.1 / Year 2009 – 2011

No.2 / Year 2011 – 2014

No.3 / Year 2014 – 2017

No.4 / Year 2017 – present

Education Master of Engineering (Electrical Engineering), University of Miami, USA

Director Training Program - Director Accreditation Program (DAP)




- Financial Statements for Directors (FSD)


- Advance Management Program (AMP177)

Harvard Business School, USA

Work Experience

2018 – present

2009 – present

2009 – present

Other Listed Companies - None -

Other Organizations

2018 – present

2017 – present

2017 – 2018

2015 – 2017

2013 – 2015

- Chairman of CEO Performance Review Committee,




Director, Internet Thailand Public Company Limited

- Senior Executive Vice President (Corporate Strategy),

CAT Telecom Public Company Limited

- Director, Neutral Gateway and Data Center Company Limited

- Senior Executive Vice President (NGDC and NBN Business),


- Senior Executive Vice President (Information Technology),


- Senior Executive Vice President (Corporate Strategy),




- None -







- None -






Ms. Tanwadee Wongterarit is qualified in terms of knowledge,

expertise and work experience, as well as not prohibited by law

and his performance, opinions and guidance have been useful to

the Company businesses and contributed to the Company’s


Shareholders’ Meeting to consider the re-election of Ms.

Tanwadee Wongterarit as the Director for another term.

Attachment No. 3




Mr. Sahas Treetipbut

Age 73 years

Date of birth

Nationality Address

November 27, 1947

Thai

213 Prachadhipok Road, Somdejchaopraya Sub-district,

Khlong San District, Bangkok 10600

Position in the Company Vice Chairman of the Board of Directors, Executive Committee Member,

Chairman of Nomination, Remuneration and Corporate Governance

Committee Member and CEO Performance Review Committee Member

Starting Year of Directorship No. 1 / Year 2001 – 2002

No. 2 / Year 2002 – 2004

No. 3 / Year 2004 – 2007

No. 4 / Year 2007 – 2010

No. 5 / Year 2010 – 2012

No. 6 / Year 2012 – 2014

No. 7 / Year 2014 – 2017

No. 8 / Year 2017 – present

Education Master of Computer and Information Science, Syracuse University, USA

Director Training Program - Director Accreditation Program (DAP)


- Successful Formulation & Execution of Strategy (SFE)


- How to Measure the Success of Corporate Strategy (HMS)


Work Experience

2019 – present

2017 – present

2008 – present

2006 – 2019

2001 – present

Other Listed Companies

2008 – present

2012 – present

2014 – present

Other Organizations

2015 – present

- Chairman of Nomination, Remuneration and Corporate Governance

Committee, Internet Thailand Public Company Limited



- Executive Committee, Internet Thailand Public Company Limited

- Nomination and Remuneration Committee,


- Director, Internet Thailand Public Company Limited

- Chairman of the Board of Directors, COL Public Company Limited

- Audit Committee, COL Public Company Limited

- Independent Director, COL Public Company Limited

- Chairman of the Board of Directors,

Thiensurat Public Company Limited

- Chairman of Audit Committee,

Origin Property Public Company Limited

Independent Director, Origin Property Public Company Limited

- Chairman of the Board of Directors, Thai Dot Com Company Limited

In other Organization that may cause

any conflict of interests to the Company

- None -




- Executive Committee Meeting 7 / 8

- Nomination and Remuneration Committee Meeting 4 / 4


- Nomination, Remuneration and Corporate Governance Committee

Meeting 1 / 1



0.002 %






Mr. Sahas Treetipbut is qualified in terms of knowledge, expertise and

work experience, as well as not prohibited by law and his

performance, opinions and guidance have been useful to the

Company businesses and contributed to the Company’s


Shareholders’ Meeting to consider the re-election of Mr. Sahas

Treetipbut t as the Director for another term.

Attachment No. 4

Criteria for the election of Directors

of Internet Thailand Public Company Limited

Criteria for selection of persons to be appointed as the Company’s Directors are as follows:

Appointment of Director to replace Director who have retired by rotation

The Company announced on the Company's website inviting Shareholders to nominate qualified

candidates to be elected as Company’s Directors. Then the Nomination, Remuneration and Corporate

Governance Committee shall consider and propose the names of persons nominated as Directors to the

Board of Directors or to the Shareholders Meeting for consideration to appoint them as Directors.

According to Article of Association, the Shareholders Meeting appoint Directors with criteria and method

as follows:

• Each Shareholder has votes equal to the number of shares his/her holds. One share

represents one vote.

• Each Shareholder may use all the votes under item 1 to elect one or multiple persons to be

the Director(s). In the event that multiple persons are to be elected as Directors,

Shareholders may not allot their votes.

• Persons receiving the most votes, in descending order, shall be elected as Directors equal to

the number of Directors required. In the event that persons receiving votes in respective

orders receive equal votes and the number of Directors have already exceeded, the last one

shall be selected by lottery in order to get the number of Directors required.

The Shareholders Meeting may vote for any Director to leave his/her position before the

expiration of the term, with not less than 3/4 votes of Shareholders attending the Meeting and have the

right to vote, who represent number of shares not less than half of shares held by Shareholders attending

the Meeting and have the right to vote.

Appointment of in the event that the position of member is vacant for reasons other than

expiration of the term

The Nomination, Remuneration and Corporate Governance Committee shall consider and

propose names of persons to be selected as Directors, with not less than 3/4 votes of the remaining

Directors in the next Board of Directors Meeting, unless the term of retired Director is less than 2 months.

The person to replace the aforementioned Director will be in position only the remaining term.

Component and Appointment of the Board of Directors: According to Clause 25 of Article of

Association, the Board of Director consists of at least 11 person and not more than 15 persons. More than

half of the Directors must have domicile in Thailand.

Appointment of Sub-Committee Members

The Nomination, Remuneration and Corporate Governance Committee shall consider Directors to

be selected as sub-committee members in replacement of vacant position, as per requirement indicated

in the Charter of each sub-committee, and propose the name of qualified person to be considered and

approved by the Board of Director Meeting.

• Component and Appointment of the Executive Committee: The Board of Directors

appoints the Executive Committee by selection from the Company’s Directors.

• Component and Appointment of the Audit Committee: The Board of Directors appoints

the Audit Committee by selection from the Company’s Directors, each member is qualified

according to the promulgations of the Stock Exchange of Thailand.

• Component and Appointment of the Nomination, Remuneration and Corporate

Governance Committee: The Board of Directors appoints the Nomination, Remuneration

and Corporate Governance Committee by selection from the Company’s Directors.

• Component and Appointment of the Risk Management Committee: The Board of

Directors appoints the Risk Management Committee by selection from the Company’s

Directors.

• Component and Appointment of the CEO Performance Review Committee: The Board of

Directors appoints the CEO Performance Review Committee by selection from the

Company’s Directors.

Attachment No. 5

Definition of an Independent Director

In compliance with the Corporate Governance Guidelines, Internet Thailand Public Company

Limited (the “Company”) has defined the qualifications and definition of an Independent Director in line

with the minimum requirements by the Securities and Exchange Commission and the Stock Exchange of

Thailand as follows:

Hold shares not more than 1% of number of shares with the rights to vote in the company,

subsidiaries, associated companies including shares held by related persons such as spouse

and underage children.

Not involved in the management as well as not employed as an employee, staff, or advisor

with a monthly salary or in position that can make decisions regarding the Company,

subsidiaries, affiliated companies, or person with conflict of interests for not less than 2 years.

Not involved in a business relationship and have no benefits or interests either directly or

indirectly in financing or managing of the Company, subsidiaries, affiliated companies, or

person with conflict of interests in ways that may damage independency.

Having no close ties with any of the executives and major shareholders of the Company,

subsidiaries, or person with conflict of interests and not appointed to serve as a broker for

the interests of a director or major shareholders.

Attachment No. 6

Profiles of the Company Auditors for the Year 2020

1. Mrs. Chintana Techamontrikul (Certified auditor no. 5131)

Age

Education

Experience

65 years old

• Bachelor of Accounting, The University of the Thai Chamber of Commerce

• Bachelor of Law, Thammasat University

• Graduate Certificate in Accounting, Faculty of Commerce and Accountancy - Chulalongkorn

University

• Master of Business Administration, The University of the Thai Chamber of Commerce

• Master of Business Administration (Finance), Kasetsart University

• Master Degree (Economic Laws), Chulalongkorn University

• Managing Director - C&A Audit Office Co., Ltd.

• Independent Director / Audit Committee - 2S Metal Public Company Limited

• Independent Director / Chair of Audit Committee JSR Group Public Company Limited

2. Miss Jintana Mahavanich (Certified auditor no. 4687)

Age

Education

Experience

52 years old

• Bachelor of Accounting, Chulalongkorn University

• Graduate Certificate in Accounting, Faculty of Commerce and Accountancy - Thammasat

University

• Bachelor of Accounting, Ramkamhang University

• Certified Public Accountant (CPA)

• CPA approved by the Securities and Exchange Commission

• CPA approved by the Department of Insurance

• Partner - C&A Audit Office Co., Ltd.

3. Mr. Niteepong Techamontrikul (Certified auditor no. 10305)

Age

Education

Experience

37 years old

• Master of Business Administration (International Program), Thammasat University

• Winner of Global Social Business Plan Competition (GSVC – SEA)

• Bachelor of Business Administration (International Program) - Major: Accounting,

Chulalongkorn University

• Exchange student at Fresno State University, California

• Deputy Chief Financial Officer – CPL Group Public Company Limited

/ 26

Information Memorandum Concerning the Acquisition and Disposal of Assets in Connection with the Entry into Transactions with Real Estate Investment Trust

for Information Technology Services Infrastructure Business of Internet Thailand Public Company Limited

The Meeting of Board of Directors of Internet Thailand Public Company Limited (the “Company”) No. 6/2020 dated June 24, 2020 has the resolutions to approve the Company to enter into a transaction with Real Estate Investment Trust (the “REIT”), in which is now in the process of preparing documents to apply for the approval of REIT establishment from the Securities and Exchange Commission (the “SEC”) for Trust raising purpose (the “REIT Transactions”). In addition, the Company has granted authorization to the Board Committee, or any person assigned by the Board Committee, to carry on any necessary or related transactions as well as stipulate or amend terms, conditions and other details which are related to and beneficial for entering into the REIT Transactions, the Sell of Assets Transaction, the Land Utilisation Transaction, the Lease Transaction, the Undertaking Transaction, the Subsidiary Incorporation, the Opeating Lease Transaction and the Units REIT Transaction (as the definition stated below). This authorization is not limited to only (1) stipulation and amendment of transaction value, amount and/or type of assets, relevant contracting parties, number of REIT units subscribed and other relevant matters, (2) entering to the Underwriting Agreement including any agreement and any document related to REIT Transactions, (3) contacting with any government units or any relevant organization such as the SEC and the Stock Exchange of Thailand (the “SET”), including engaging the Independent Financial Advisor and any person related to REIT Transactions.

The Board of Directors has the resolutions on the acquisition and disposal of assets between the Company and the REIT which can be summarized as follows:

A. Approved the Disposal of Assets Transaction by the approving the following transactions:

Approved the Company to sell INET-IDC3 Project, Phase 1 buildings (with components and systems) which consist of: Data Center Building, Utility Facility Building, Customer Center Building with Connecting Path Way, Parking Building, Guardhouse Building, Restroom Building, Water pump Building and Water tank, related equipment and system (including high technology equipment - the cloud and network system) and Substation, in which the aforementioned assets are used in the INET-IDC3 Project Phase 1 to the REIT, for an aggregate value of up to approximately Baht 4,800 million (the “Sell of Assets Transaction”).

Approved the Company to grant the right to utilise the land under the Title Deed No. 2877 where the Company has leased from Siam Cement Group (Kang Koi) Co., Ltd. (“SCG”), total area is 19 rai 2 ngan 20 sqare wah, which is situated the Data Center, including the INET-IDC3 Project Phase 1 to the REIT. The expected granted utilization term is 25 years and the total

Attachment No. 7

/ 26

utilization fee for the entire utilization term is not exceeding Baht 40 million (the “Land Utilisation Transaction”).

Approved the Company to lease out the land under the Title Deed No. 9977, total area is 1 rai 1 ngan, which is situated the Substation to the REIT. The expected lease term is 25 years and the total rental fee for the entire lease term is not exceeding Baht 2.5 million (the “Lease Transaction”).

Approved the Company to enter into the Undertaking Agreement between the Company as the grantor and the REIT as the grantee to ensure that the Company will perform their duties obligated to the REIT (the “Undertaking Transaction”).

The Sell of Assets Transaction would be in accordance with terms and conditions stipulated in the Assets Sale and Purchase Agreement between the Company as the seller and the REIT as the buyer (the “Assets Sale and Purchase Agreement) and the Undertaking Agreement and/or relevant agreements.

The sizes of Sell of Assets Transaction, the Land Utilisation Transaction, the Lease Transaction, and the Undertaking Transaction have an aggregate value of up to approximately Baht 4,842.5 million, which represents the transaction size of 72. 25 percent of the total assets of the Company, calculated according to the total consideration approach (the calculation was carried out using the Company’s reviewed consolidated financial statements for the three months period ended March 31, 2020) , on the basis that no other assets have been disposed by the Company in the past 6 months. These transactions can be classified as the Disposal of Assets Type 1 according to the Notification of the Capital Market Supervisory Board No. Tor Chor. 20/2551 re: Rules on entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended), and the Notification of the Board of Governors of the Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition of Disposition of Assets, B.E. 2547 (as amended) (the “Acquisition or Disposal Assets Notifications”). By entering into the Disposal of Assets Type 1 as stipulated by the Acquisition or Disposal Assets Notifications, the Company has the following duties:

(1) To disclose information on the disposal of assets to the SET;

(2) To appoint an independent financial advisor (the “IFA”) to provided opinions relating to the disposal of assets of the Company to the shareholders of the Company including preparing any other necessary documents as required by the regulated authorities; and

/ 26

(3) To convene the shareholders’ meeting to consider approving to enter the disposal of assets transaction of the Company. In this regard, the approval requires no less than Three-Fourths of the total number of votes of shareholders attending and casting votes at the meeting but exclude those shareholders who have conflicts of interest.

Nevertheless, the Sell of Assets Transaction, the Land Utilisation Transaction, the Lease Transaction and the Undertaking Transaction are not considered as connected transaction pursuant to the Notification of Capital Market Supervisory Board No. Tor Chor. 21/2551 re: Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand re: Disclosure of the Information and Others Acts of Listed Companies Concerning the Connected Transactions, B.E. 2546 (as amended) (the “Connected Transaction Notification”).

B. Approved the Acquisition of Assets Transaction by the approving the following transactions:

Approved the Company to incorporate a subsidiary to function as the REIT Manager, with not less than Baht 10 million registered capital and 100 percent shareholding held by the Company.

Approved the Company to lease INET-IDC3 Project, Phase 1 buildings (with components and systems) which consist of: Data Center Building, Utility Facility Building, Customer Center Building with Connecting Path Way, Parking Building, Guardhouse Building, Restroom Building, Water pump Building and Water tank, related equipment and system (including high technology equipment - the cloud and network system) and Substation, to use the aforementioned assets to operate INET-IDC3 Project Phase 1 and other actions related. The expected lease term is no more than 25 years from the date enter into the operating lease transaction and the total rental fee at the present value for the entire lease term is not exceeding Baht 4,800 million (the “Operating lease Transaction”)

Approved the Company and/or subsidiaries to subscribe REIT units of the REIT in the amount not exceeding 50 percent of total issued and offered investment units in the Initial Public Offering of the REIT (the “Units REIT Transaction”)

The Operating Lease Transaction and the Units REIT Transaction will be in accordance with terms and conditions as stipulated in the Operating Lease Agreement, the Undertaking Agreement and/or other relevant agreements.

The sizes of the Operating Lease Transaction, the Units REIT Transaction, and the Subsidiary Incorporation have an aggregate value of up to approximately Baht 7,210 million, which represents the transaction size of 107.57 percent of the total assets of the Company, calculated according to the total consideration approach ( the calculation was carried out using the Company’ s reviewed

/ 26

consolidated financial statements for the three months period ended 31 March 2020), on the basis that no other assets have been acquired by the Company in the past 6 months. These transactions can be classified as the Acquisition of Assets Type 4 according to the Acquisition or Disposal Assets Notifications. In this connection, the Company does not have an obligation to apply for the relisting of its securities to the SET since such acquisition transaction fall into all criteria for the exemption under section 24 of the Acquisition and Disposal Notifications, detailed as follow:

(1) The acquired business is in a similar line of business or an mutually supporting business of the Company;

(2) The Company has no policy to make a major change in its core businesses after the acquisition;

(3) The Company after the acquisition of assets has suitable qualifications for listing with the SET;

(4) There will be no material change in the composition of the Board of Directors of the Company or in the power to control the Company or in the controlling shareholders of the Company.

By entering into the Acquisition of Assets according to the Acquisition or Disposal Assets Notifications, the Company has the following duties:

(1) To disclose information on the acquisition of assets to the SET;

(2) To appoint the IFA to provided opinions relating to the acquisition of assets of the Company to the shareholders of the Company including preparing any other necessary documents as required by the regulated authorities; and

(3) To convene the shareholders’ meeting to consider approving to enter the acquisition of assets transaction of the Company. In this regard, the approval requires no less than Three-Fourths of the total number of votes of shareholders attending and casting votes at the meeting but exclude those shareholders who have conflicts of interest.

Nevertheless, the Operating Lease Transaction and the Units REIT Transaction are not considered as the connected transaction pursuant to the Connected Transaction Notification.

/ 26

In this regard, the Company therefore notifies the Information Memorandum I regarding the above mentioned transactions as follows:

1. Date/ Month/ Year of the Transactions

1.1 The Disposal of Assets Transaction

The Sell of Assets Transaction, the Land Utilisation Transaction, the Lease Transaction and the Undertaking Transaction will take place after the conditions precedent specified in the Assets Sale and Purchase Agreement and other relevant agreements have been satisfied or waived. The Company expects that the Sell of Assets Transaction, the Land Utilisation Transaction, the Lease Transaction and the Undertaking Transaction to occur in Q1 of the Year 2021.

1.2 The Acquisition of Assets

1.2.1 Subsidiary Incorporation

The Subsidiary Incorporation to function as the REIT Manager will take place before filing the registration statement and draft prospectus of the REIT to the SEC. The Company expects that the subsidiary incorporation to occur in Q4 of the Year 2020.

1.2.2 Operating Lease Transaction

The Operating lease Transaction will take place after the conditions precedent specified in the Operating Lease Agreement and other relevant agreements have been satisfied or waived. The Company expects that the Operating lease Transaction to occur in Q1 of the Year 2021.

1.2.3 Units REIT Transaction

The Units REIT Transaction will take place within units REIT period which will be announced later by the REIT Manager after the filing application for the approval of the establishment of the REIT has been approved by the SEC. The REIT Manager will subsequently announce the units REIT period. The Company expects that the Units REIT Transaction to occur in Q1 of the Year 2021.

2. Involved Parties and Relationship with the Company

Details of Involved Parties and Relationship with the Company are as follows:-

/ 26

Name of the Parties Type of Business Relationship with the Company

REIT Real Estate Investment Trust

Currently, the REIT has not been set up and has no relationship with the Company. However the Company and/or its subsidiaries according to the definition of the Securities and Exchange Act B.E. 2535 (1992) (as amended) have the plan to subscribe the newlyissued REIT units at the amount of not exceeding 50 percent of the total issued and offered REIT units in the Initial Public Offering of the REIT. Therefore, after the Trust has been registered with the SEC, the Company and/or its subsidiaries will hold not exceeding 50 percents of the total issued and offered investment units in the Initial Public Offering of the REIT.

The structure of the REIT will be as shown below:

/ 26

2.1. The Disposal of Asset Transaction

2.1.1. Sell of Assets Transaction

Seller : the Company

Buyer : the REIT

2.1.2. Land Utilisation Transaction

Grantee : the REIT

Grantor : the Company

2.1.3. Lease Transaction

Lessee : the REIT

Lessor : the Company

2.1.4. Undertaking Transaction

Grantor : the Company

Grantee : the REIT

2.2. The Acquisition of Asset Transaction

2.2.1. Subsidiary Incorporation

Share Surbscriber : the Company

2.2.2. Opeating Lease Transaction

Lessor : the REIT

Lessee : the Company

2.2.3. Units REIT Transaction

Subscriber : the Company

Issuer : the REIT

3. The General Characteristics, the Category and the Size of the Transactions

3.1. The Disposal of Asset Transactions

3.1.1. Sell of Assets Transaction

(1) The General Characteristics and the Category of the Transaction

/ 26

Subsequent to the completion of the offering of the investment units of the REIT, the REIT Manager will register the group of invested assets which is proceeds received from the offering, as the REIT with the SEC. Subsequently, the REIT will utilize such proceed to pay for the assets purchasing (and relevant expenses) under the Sale of Assets Transaction. The REIT will take the owner right by entering into the Assets Sale and Purchase Agreement with the Company. In this regard, details of the Sale of Assets Transaction will be stipulated in the Assets Sale and Purchase Agreement.

The value of the aforesaid Transaction will not exceed approximately Baht 4,800 million. The final price will be subject to an agreement of the related contracting parties and the REIT will pay in a lump sum after the conditions precedent as prescribed in the Assets Sale and Purchase Agreement are completed or waived.

(2) The Size of the Transaction

The calculation of transaction size according to the Acquisition or Disposal of Assets Notification which is based on information derived from the latest reviewed consolidated financial statements as of March 31, 2020 of the Company is as follows:

(a) Net Tangible Assets

Non applicable as it is not an acquisition of securities

(b) Net Profit

Non applicable as it is not a disposal of securities

(c) Total Value of compensation

Transaction Size = "Value of the Assets Sale and Purchase Agreement"

"Total Assets of the Company"

= up to approximately Baht 4,800 million

Baht 6,702.78 million

= not exceeding 71.61 percent

(d) Value of Securities

Non applicable as it is not an issuance of securities

/ 26



Subsequent to the completion of the offering of the REIT units of the REIT, the REIT Manager will register the group of invested asset which is proceeds received from the offering, as the REIT with the SEC. Subsequently, the REIT will utilize such proceed to pay for the land utilisation under the Land Utilisation Transaction. The REIT will take the land utilization right by entering into the Memorandum of Agreement in relation to Utilisation Fee of the Land. In this regard, details of the Land Utilization Transaction will be stipulated in the Memorandum of Agreement in relation to Utilisation Fee of the Land.

The value of the aforesaid Transaction will not exceed approximately Baht 40 million. The final utilisation fee will be subject to an agreement of the related contracting parties.





(b) Net Profit



Transaction Size =

"Value of the Memorandum of the Memorandum of Agreement in relation to Utilisation Fee of the Land"


= not exceed approximately Baht 40 million





/ 26

3.1.3. Lease Transaction (Substation)


Subsequent to the completion of the offering of the REIT units of the REIT, the REIT Manager will register the group of invested asset which is proceeds received from the offering, as the REIT with the SEC. Subsequently, the REIT will utilize such proceed to pay for the rental under the Lease Transaction in a lump sum to the Company in order that the REIT will take the REIT leasehold right by entering into the Lease Agreement with the Company. In this regard, details of the Lease Transaction will be stipulated in the Lease Agreement.

The value of the aforesaid Transaction will not exceed approximately Baht 2.5 million. The final rental fee will be subject to an agreement of the related contracting parties.





(b) Net Profit



Transaction Size = "Value of the Lease Agreement"


= not exceed approximately Baht 2.5 million





/ 26

3.1.4. Undertaking Transaction


The Company agrees to carry out the below matters in order to ensure its compliance of the duties in order for the smooth of the REIT Transactions. The Company has agreed to carry out the critical activities as following, for example:

(a) Invest in REIT units (by the Company and/or its subsidiaries to subscribe investment units) and maintain holding amount of such REIT units at the amount as mutually agreed.

(b) Operate the business of the Company and comply with the Assets Sale and Purchase Agreement as well as other agreements related to Data Center Business.

(c) Grant the Right of First Refusal to the REIT in case the Company propose to rent, distribute, transfer existing and future aprojects to other person, under the conditions and details that will be negotiated and agreed further.

(d) Other undertaking and exemption matters as concluded in the Undertaking Agreement.


Since the Undertaking Transaction is a part of the Sell of Assets Transaction as it is to ensure that the Company will comply with its duties, the Company will not receive any consideration for entering into the Undertaking Transaction from the REIT.

In this connection, the sizes of Sell of Assets Transaction, the Land Utilisation Transaction, the Lease Transaction, and the Undertaking Transaction represent the transaction size of 72. 25 percent of the total assets of the Company, calculated according to the total consideration approach ( the calculation was carried out using the Company’ s reviewed consolidated financial statements for the three months period ended March 31, 2020), on the basis that no other assets have been disposed by the Company in the past six months. These transactions can be classified as the Disposal of Assets Type 1 according to the Acquisition or Disposal Assets Notifications.

3.2. The Acquisition of Assets Transaction

3.2.1. Subsidiary Incorporation


The Company will incorporate a subsidiary to function as the REIT Manager as per following information:

Corporate Type : Private Limited Company

Date of Registration : within Q4 of the Year 2020

/ 26

Registered Capital : not less than Baht 10 million

Shareholding Structure : 100% of shareholding held by the Company

Nature of Business : REIT Management Services

Source of Investment : Working Capital of the Company

In this regard, the Board of Directors or any person assigned by the Board of Directors has the authorization to stipulate or amend conditions related to the Subsidiary Incorporation which is not limited to Company Name, Company Registered Capital, Company Objectives, and other related details.

(2) The Size of the Transactions

The size of Subsidiary Incorporation to function as the REIT Manager is not less than Baht 10 million which is the same as other subsidiary’s registered capital.

3.2.2. Opeating Lease Transaction


The Company will enter into the operating lease by leasing buildings (with component parts) and equipment from the REIT as indicated in No.4 Details of Assets to be Acquired or Disposed. The lease term as indicated in No.4.2.1 is no more than 25 years from the date enter into the Operating Lease Transaction and the total rental fee at the present value for the entire lease term is not exceeding Baht 4,800 million.

(2) The Size of the Transactions




(b) Net Profit



Transaction Size = "Estimated Paid Amount"


/ 26

= not exceed approximately Baht 4,800 million





As considered the size of the Operating Lease Transaction by comparing the total value of compensation, the size of the transaction will be not exceeding approximately Baht 4,800 million which is approximately 71.61 percent of total Assets.

3.2.3. Units REIT Transaction


Subsequent to the REIT registration with the SEC, the Company and/or its subsidiaries to subscribe REIT units will subscribe the REIT units of the REIT at the amount of not exceeding 50 percent of the total issued and offered REIT units in the Initial Public Offering of the REIT.

The units subscription price will be subjected to the final offering price of the REIT units of the REIT which will be indicated by bookbuilding and other factors such as capital market conditions and other financial products offered at that time, provided that the calculation will be based on the assumption that the size of the REIT will up to approximately Baht 4,800 million, the subscription amount which will be subjected to the REIT size that Company to subscribe REIT units will pay the REIT up to approximately Baht 2,400 million.

In case the REIT takes out loans for using in the investment in addition to the proceeds that the REIT receive from the offering of Unit Trusts, the total offering size of Unit Trust and the investment amount payable by the Company and/or subsidiaries to the REIT will be decreased proportionately.




Non applicable as the REIT is not yet established and thus, there is no operation result.

/ 26

(b) Net Profit

Non applicable as the REIT is not yet established and thus, there is no operation result.


Transaction Size = "Estimated Paid Amount"


= not exceed approximately Baht 2,400 million



As considered the size of the Units REIT Transaction by comparing the total value of compensation, the size of the transaction will not exceed approximately Baht 2,400 million which represents the transaction size of 35.81 percent of total Assets. In the regard the subscription price will be subject to the size of the Sell of Assets Transaction in which is subjected to change as already described above.



The sizes of the Subsidiary Incorporation, the Operating Lease Transaction, and the Units REIT Transaction have an aggregate value of up to approximately Baht 7,210 million, which represents the transaction size of 107.57 percent of the total assets of the Company, calculated according to the total consideration approach ( the calculation was carried out using the Company’ s reviewed consolidated financial statements for the three months period ended 31 March 2020) , on the basis that no other assets have been acquired by the Company in the past 6 months. These transactions can be classified as the Acquisition of Assets Type 4 according to the Acquisition or Disposal Assets Notifications. In this connection, the Company does not have an obligation to apply for the relisting of its securities to the SET since such acquisition transaction fall into all criteria for the exemption under Section 24 of the Acquisition and Disposal Notifications.

/ 26

4. Details of Assets to be Acquired or Disposed 4.1. The Disposal of Assets Transaction

4.1.1. The Sell of Assets Transaction

The Company and the REIT will enter into the Assets Sale and Purchase Agreement provided that the Company will sell to the REIT the buildings (with component parts and system work) of the INET-IDC3 Project Phase 1, which consist of : Data Center Building, Utility Building, Customer Center Building and Connecting Path Way, Parking Building, Guardhouse Building, Restroom Building, Water pump Building and Water tank, related equipment and system (including high technology equipment – the cloud and network system). Details of the assets to be disposed according to the Sell of Assets Transaction are shown below:

No Transaction Assets Approximated Book

Value as of March 31, 2020 (Million Baht)

1. sell buildings and component parts, including other utility systems affixed in the building or in such area

(1) Data Center Building

243.45

(2) Facility Building (3) Customer Center Building (4) Parking Building (5) Guardhouse Building (6) Restroom Building (7) Water pump Building and Water tank (8) Other Related Civil Work (9) Electricity System

497.35

(10) Cooling System (11) Fire Prevention System (12) Water Leaks Detector System (13) Fuel Supply System (14) Network Cabling System (15) Related System (16) Security System 16.22

(17) Substation Building 74.92

/ 26

No Transaction Assets Approximated Book

Value as of March 31, 2020 (Million Baht)

2. sell equipment and system

Racks and high technology equipment

1,399.66

3. Lease Agreement (Substation)

Substation 1.56

Total 2,233.16


The Company and the REIT will enter into the Memorandum of Agreement in relation to Utilisation Fee of the Land provided that the Company will grant the right to utilise the land under the Title Deed No. 2877 where the Company has leased from SCG, total area is 19 rai 2 ngan 20 sqare wah, which is situated the Data Center, including the INET-IDC3 Project Phase 1 to the REIT.

4.1.3 Lease Transaction

The Company and the REIT will enter into the Lease Agreement provided that the Company will lease out the land under the Title Deed No. 9977, total area is 1 rai 1 ngan, which is situated the Substation to the REIT.

4.1.4 Undertaking Transaction

Non applicable as it is not a disposal of assets

4.2 The Acquisition of Assets Transaction


Investment in new subsidiary not less than Baht 10 million, representing 100 percent of the total investment in such subsidiary.


The Company and the REIT will enter the Operating Lease Agreement provided that the Company will lease INET-IDC3 Project, Phase 1 buildings (with components and systems) which consist of: Data Center Building, Utility Facility Building, Customer Center Building with Connecting Path Way, Parking Building, Guardhouse Building, Restroom Building, Water pump Building and Water tank, related equipment and system (including high technology equipment - the cloud and network system) and Substation, to use the aforementioned assets to operate

/ 26

the Company’s business. The expected lease term is 25 years from the date enter into the Operating Lease Agreement.

Details of the Acquisition of Assets Transaction according to the Operating Lease Agreement are shown below:

No Transaction Assets Approximated Book Value as of June 30, 2018

(Million Baht)

1. Lease buildings (with component parts) and related equipment and system

(1) Data Center Building

243.45

(2) Facility Building (3) Customer Center Building (4) Parking Building (5) Guardhouse Building (6) Restroom Building (7) Water pump Building and Water tank (8) Other Related Civil Work (9) Electricity System

497.35

(10) Cooling System (11) Fire Prevention System (12) Water Leaks Detector System (13) Fuel Supply System (14) Network Cabling System (15) Related System (16) Security System 16.22 (17) Substation Building 74.92

2. Lease related equipment and system

Racks and high technology equipment

1,399.66

3. Lease Agreement (Substation)

Substation 1.56

Total 2,233.16

/ 26

4.2.3 Units Subscription Transaction

Details of the Units Subscription Transaction are as follows:

Details of Assets

The REIT will be established as a Real Estate Investment Trust with the key objective to invest in assets which have benefits in the form of rent. The REIT will offer the investment units to investors in general and the REIT will distribute dividends and return capital to the investors constantly according to the REIT’s performance. The details will be as stipulated in the prospectus of the REIT which will be further prepared.

Subsequent to the REIT registration with the SEC, the Company and/or its subsidiaries to subscribe REIT units will subscribe the REIT units of the REIT at the amount of not exceeding 50 percent of the total issued and offered REIT units in the Initial Public Offering of the REIT. The subscription amount will be subjected to the REIT size. The Company will pay the REIT the subscription up to approximately Baht 2,400 million, calculated base on the assumption that the size of the REIT will up to approximately Baht 4,800 million.


5. Total Value of Compensation, Payment Method and other Material Conditions

5.1 Total Value of Compensation

5.1.1 The Disposal of Assets Transaction

(1) Sale of Assets Transaction

The total value of compensation of the Sale of Assets Transaction will be in accordance with terms and conditions as stipulated in the Assets Sale and Purchase Agreement and/or other relevant agreements in which the Company and the REIT will further agree on to enter into. The value of this transaction will not exceed approximately Baht 4,800 million. The final price will be subject to the negotiation of related contracting parties by considering a number of factors such as market conditions at the time of the transaction.

(2) Land Utilisation Transaction

The total value of compensation of the Land Utilisation Transaction will be in accordance with terms and conditions as stipulated in the Memorandum of Agreement in relation to

/ 26

Utilisation Fee of the Land and/or other relevant agreements in which the Company and the REIT will further agree on to enter into. The value of this transaction will not exceed approximately Baht 40 million. The final utilization fee will be subject to the negotiation of related contracting parties by considering a number of factors such as market conditions at the time of the transaction.

(3) Lease Transaction

The total value of compensation of the Lease Transaction will be in accordance with terms and conditions as stipulated in the Lease Agreement and/or other relevant agreements in which the Company and the REIT will further agree on to enter into. The value of this transaction will not exceed approximately Baht 2.5 million. The final rental fee will be subject to the negotiation of related contracting parties by considering a number of factors such as market conditions at the time of the transaction.

(4) Undertaking Transaction

The Undertaking Transaction is a part of the Sale of Assets Transaction in order to ensure that the Company will comply with its duties and the Company will not receive any remuneration for entering into the Undertaking Transaction from the REIT.

5.1.2 The Acquisition of Assets Transaction

(1) Subsidiary Incorporation

The Company will acquire the investment not less than Baht 10 million for subsidiary incorporation, representing 100 percent of the total investment in such subsidiary.

(2) Operating Lease Transaction

The total value of remuneration of the Operating Lease Transaction will be in accordance with terms and conditions as stipulated in the Operating Lease Agreement and/or other relevant agreements in which Company and the REIT will further agree to enter into. The value of the Transaction will not exceed approximately Baht 4,800 million. The final rental fee will be subject to the negotiation of related contracting parties by considering a number of factors such as market conditions at the time of the transaction

(3) Units Subscription Transaction

The total value of return of the Units Subscription Transaction will be subject to the number of investment units to be subscribed by the Company and/or its subsidiaries to subscribe investment units. In this regard, the Company and/or its subsidiaries plan to

/ 26

subscribe the investment units for not exceed 50 percent of total number of investment units of the REIT in the initial offering. The final offering price of the investment units in which will be determined through a bookbuilding process and by considering a number of factors such as capital market conditions and other financial products offered at the time of the transaction.

The calculation will be based on the assumption that the size of the REIT will up to approximately Baht 4,800 million, the subscription amount which will be subjected to the REIT size that Company to subscribe REIT units will pay the REIT up to approximately Baht 2,400 million.


5.2 Payment Method

5.2.1 The Disposal of Assets Transaction

(1) Sale of Assets Transaction

The REIT will use the proceeds from REIT raising to pay for the total price in a lump sum. The payment method will be in accordance with the terms and conditions as stipulated in the Assets Sale and Purchase Agreement and/or other relevant agreements in which the Company and the REIT will further agree on and enter into.

(2) Land Utilisation Transaction

The REIT will use the proceeds from REIT raising to pay for the total land utilization fee in a lump sum. The payment method will be in accordance with the terms and conditions as stipulated in the Memorandum of Agreement in relation to Utilisation Fee of the Land and/or other relevant agreements in which the Company and the REIT will further agree on and enter into.

(3) Lease Transaction

The REIT will use the proceeds from REIT raising to pay for the total rental in a lump sum. The payment method will be in accordance with the terms and conditions as stipulated in the Lease Agreement (Substation) and/or other relevant agreements in which the Company and the REIT will further agree on and enter into.

/ 26

(4) Undertaking Transaction

There is no payment upon this transaction as the Company will not receive any remuneration per entering in this transaction.

5.2.2 The Acquisition of Assets Transaction

(1) Subsidiary Incorporation

The Company will use the Company’s working capital in subscribing for the new shares of subsidiary.

(2) Operating Lease Transaction

The Company will use their cash flows either from the business operation in present or future to pay for the lease (monthly and/or annually payment as mutually agreed). The payment method will be in accordance with the terms and conditions stipulated in the Operating Lease Agreement and/or other relevant agreements in which the Company and the REIT will further agree on and enter into.

(3) Units Subscription Transaction

The payment method of the Units Subscription Transaction will be in accordance with the conditions as stipulated by the REIT Manager. Details will be stipulated in the prospectus of the REIT which will be further prepared.

6. Value of Assets Being Acquired and Disposed


6.1.1 Sale of Assets Transaction

The value of the disposal of Assets in the Sale of Assets Transaction will not exceed approximately Baht 4,800 million. The final price of Assets will be subject to the negotiation of related contracting parties by considering a number of factors such as market conditions at the time of the transaction.

6.1.2 Land Utilisation Transaction

The value of the disposal of Assets in the Land Utilisation Transaction will not exceed approximately Baht 40 million. The final utilisation fee will be subject to the negotiation of related contracting parties.


/ 26

The value of the disposal of Assets in the Lease Transaction will not exceed approximately Baht 2.5 million. The final rental fee will be subject to the negotiation of related contracting parties.


The value of transaction is not calculated.



The value of the acquire of Assets in the Subsidiary Incorporation is the invertment in new subsidiary which is not exceed Baht 10 million, representing 100 percent of the total investment in such subsidiary.


The value of the Operating Lease Transaction will not exceed approximately Baht 4,800 million. The final lease value will be subject to the negotiation of the related contracting parties by considering a number of factors such as market conditions at the time of the transaction.

6.2.3 Units Subscription Transaction

The final subscription amount will be determined through the final offering price of the investment units which will be determined through a bookbuilding process and subject to a number of factors such as capital market conditions and other financial products offered at the time of the transaction. In this regard, the Company and/or its subsidiaries plan to subscribe the investment units for not exceed 50 percent of total number of investment units of the REIT in the initial offering. If the value of the Sale of Assets Transaction of not exceed approximately Baht 4,800 million, the subscription price of investment units of the REIT will not exceed approximately Baht 2,400 million.

7. Basis Used to Determine the Total Value of compensations


7.1.1 Sale of Assets Transaction

The criteria in determining the total value of compensation of the Sale of Assets Transaction will be in accordance with the terms and conditions as stipulated in the Assets Sale and Purchase Agreement which the Company and the REIT will further agree. The transaction size will not exceed approximately Baht 4,800 million (subject to the negotiation of related

/ 26

contracting parties by considering the relevant factors and market conditions at the time of the transaction).

7.1.2 Land Utilisation Transaction

The criteria in determining the total value of compensation of the Land Utilisation Transaction will be in accordance with the terms and conditions as stipulated in the Memorandum of Agreement in relation to Utilisation Fee of the Land which the Company and the REIT will further agree. The transaction size will not exceed approximately Baht 40 million (subject to the negotiation of related contracting parties).


The criteria in determining the total value of compensation of the Lease Transaction (Substation) will be in accordance with the terms and conditions as stipulated in the Lease Agreement (Substation) which the Company and the REIT will further agree. The transaction size will not exceed approximately Baht 2.5 million (subject to the negotiation of related contracting parties).


The Undertaking Transaction is a part of the Sale of Assets Transaction in order to ensure that the Company will comply with its duties and the Company will not receive any consideration for entering into the Undertaking Transaction from the REIT.



The details and investment in subsidiary incorporated to function as the REIT Manager will be approved by the Board of Directors and/or its Designees.


The criteria in determining the total value of compensation of the Operating Lease Transaction will be in accordance with the terms and conditions stipulated in the Operating Lease Agreement in which the Company and the REIT will further agree on and enter into. The transaction size will not exceed approximately Baht 4,800 million (subject to the negotiation of related contracting parties by considering the relevant factors and market conditions at the time of the transaction)

7.2.3 Units REIT Transaction

/ 26

The value of compensations for the Units REIT Transaction will be determined through the final offering price of the investment units in which will be determined through a bookbuilding process and subject to a number of factors such as capital market conditions.

8. Benefits Expected to be Generated to the Company

The Company will receive cash from the REIT according to the Sell of Assets Transaction. The proceeds would help increase the Company’s liquidity and available the Company for investing in other projects to generate income in future and repay loan(s) or existing liabilities. After entering into the Operating Lease Agreement with the REIT, the Company will utilize the Assets from the operating lease for Data Center service to both existing and future customers.

Moreover, after the completion of the Units Subscription Transaction, the Company and/or its subsidiaries will subscribe the investment units of the REIT. In this regard, the Company and/or its subsidiaries to subscribe investment units will receive benefit from their investment units held proportionately to their investment in form of dividend income and/or capital deduction from the REIT, including the opportunity to have the capital gain of the investment units if the future market price appreciated.

9. The Propose for the Use of the Proceeds (The Proceeds from the Disposal of Assets)

The Company has planned to use the proceeds from the Disposal of Assets from the Sale of Assets Transaction for the following purposes:

1. To invest in other future projects, e.g., other phases of INET- IDC3 Project which located on the same location of the INET- IDC3 Project Phase 1 or develop new services to meet the customer’s current requirements;

2. To repay partial amount of the existing loans from the financial institutions;

3. To subscribe the investment units of the REIT in the amount not exceeding 50 percent of total issued and offered investment units in the Initial Public Offering of the REIT.

10. Source of REIT Used for the Acquisition of Assets

10.1 Operating Lease Transaction

Initially, the Company will use operating cash flow of the Company to pay for operating lease fee from the Operating Lease Transaction.

10.2 Subsidiary Incorporation Transaction

Initially, the Company will use working capital of the Company to pay for subsidiary incorporation process.

/ 26

10.3 Units Subscription Transaction

Initially, the Company will use a cash received from the REIT according to the Sell of Assets Transation and/or a loan from a financial institution to subscribe the investment units subscription.

11. Conditions Precedent


The conditions precedent for the Sale of Assets Transaction shall be conditional upon:

1. the resolution of the Shareholders’ Meeting of the Company to approve the Sale of Assets Transaction, the Land Utilisation Transaction, the Lease Transaction, the Undertaking Transaction and other relevant transactions including the entering into the Assets Sale and Purchase Agreement, the Undertaking Agreement and other relevant agreements with the REIT;

2. the REIT Manager has been granted an approval for the establishment and management of the REIT by the SEC;

3. the completion of offering of investment units to general investors and the REIT has received sufficient amount of REITs to enter into the long term Sale of Assets Transaction;

4. the completion of registration of the REIT from the SEC; and

5. the fulfillment of other conditions as specified in agreement for the Sale of Assets Transaction and other relevant agreements (as the case maybe).


The conditions precedent for the Operating Lease Transaction and the Units Subscription Transaction shall be conditional upon:

1. the resolution of the Shareholders’ Meeting of the Company to approve the Sale of Assets Transaction, the Operation Lease Transaction, the Units Subscription Transaction and other relevant transactions including the entering into the Operation Lease Agreement and other relevant agreements with the REIT;

2. the fulfillment that the REIT and the Company enter into Assets Sale and Purchase Agreement and/or other relevant agreements (as the case maybe)

3. the fulfillment of conditions as specified in the Operating Lease Agreement and/or other relevant agreements (as the case maybe);

4. the REIT Manager has been granted an approval for the establishment and management of the REIT by the SEC;

/ 26

5. the completion of offering of investment units to general investors and the REIT has received sufficient amount of REITs to enter into the Sale of Assets Transaction; and

6. the completion of registration of the REIT from the SEC.

12. In these Transactions, the securities are issued as a consideration

-None-

13. Transactions entered into with a company at least 10 percent shares of which is held by a connected party of the Company

-None-

14. Opinion of the Board of Directors on the Entering into the Transactions

The Board of Directors’ Meeting No. 6/2020 of the Company held on June 24, 2020, has the resolution to approve the Company to enter into the REIT Transaction. The Board of Directors viewed that this transaction is reasonable and for the best benefit to the Company and the Company’s shareholders.

15. Opinion of the Audit Committee and/or the Director(s) of the Company which is different from that of the Board of Directors expressed under Clause 14

In the Board of Directors’ Meeting No. 6/2020 held on June 24, 2020, the Audit Committee has considered and agreed with the Board of Director’s opinion under Clause 14 above. Hence, the Audit Committee has approved the Company to enter into REIT Transaction as these transactions will be for the benefit of the Company. The payment received from the Sale of Assets Transaction will enable the Company to enhance its capital structure and invest in other projects. On top of that, the Company will receive dividend payment which is relatively stable from its investment in investment units of the REIT.

16. Distribution of the Invitation for the AGM

The Company will send the invitation for the 2020 Annual General Meeting of Shareholders which will be held on August 13, 2020 together with the opinion of the Independent Financial Advisor to the SET and the SEC at least 5 business days before sending them to the shareholders and finally will send the aforementioned documents to the shareholders at least 14 days before the meeting date.

/ 22

Information Memorandum II Concerning the Acquisition and Disposal of Assets

In Connection with the Entry into Transactions with the Real Estate Investment Trust

for Information Technology Services Infrastructure Business of


Subject: Information Memorandum II Concerning the Acquisition and Disposal of Assets in Connection with the

Entry into Transactions with the Real Estate Investment Trust for Information Technology Services

Infrastructure Business of Internet Thailand Public Company Limited

To: Shareholders of Internet Thailand Public Company Limited

The Meeting of Board of Directors of Internet Thailand Public Company Limited (the “Company”)

No. 6/2020 on June 24, 2020 has the resolutions to approve the Company to enter into a transaction with Real

Estate Investment Trust (the “REIT”), which is now in the process of preparing documents to apply for the

approval of REIT establishment from the Securities and Exchange Commission (the “SEC”) for Trust raising

purpose (the “REIT Transactions”). In addition, the Company has granted authorization to the Board

Committee, or any person assigned by the Board Committee, to carry on any necessary or related transactions

as well as stipulate or amend terms, conditions and other details which are related to and beneficial for entering

into the REIT Transactions, the Sale of Assets Transaction, the Land Utilization Transaction, the Lease

Transaction, the Undertaking Transaction, the Subsidiary Incorporation, the Operating Lease Transaction and the

Units REIT Transaction. This authorization is not limited to only (1) stipulation and amendment of transaction

value, amount and/or type of assets, relevant contracting parties, number of REIT units subscribed and other

relevant matters, (2) entering to the Underwriting Agreement including any agreement and any document

related to REIT Transactions, (3) contacting with any government units or any relevant organization such as the

SEC and the Stock Exchange of Thailand (the “SET”), including engaging the Independent Financial Advisor and

any person related to REIT Transactions.

1.) Information Memorandum I

Details are shown in the Information Memorandum I concerning the Acquisition and Disposal of Assets

(“IM1”) disclosed to the Stock Exchange of Thailand (the “SET”) on June 25, 2020 (Attachment No. 7).

2.) Responsibility of Board of Directors to the Information Memorandum

Board of Directors is responsible for the accuracy and completeness of the information in this Information

Memorandum II concerning the Acquisition and Disposal of Assets (“IM2”), as well as certifies that such

information is not misleading or lacking any information.

3.) Qualification of the Independent Financial Advisor and Property Technical Advisor

Independent Financial Advisor

Baker Tilly Corporate Advisory Services (Thailand) Company Limited (“Baker Tilly”) is appointed as an

Independent Financial Advisor to provide opinions on the Acquisition and Disposal of Assets Transactions

Attachment No. 8

http://www.bakertillythailand.com/services/corporate-advisory-services/

/ 22

to propose to the Shareholders’ Meeting according to the Notification of the Capital Market Supervisory

Board No. Tor Chor. 20/2551 re: Rules on entering into Material Transactions Deemed as Acquisition or

Disposal of Assets (as amended), and the Notification of the Board of Governors of the Stock Exchange

of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition

of Disposition of Assets, B.E. 2547 (as amended) (the “Acquisition or Disposal Assets Notifications”)

with transactions as follows;

1. Sale of Assets Transaction

2. Land Utilization Transaction

3. Lease Transaction

4. Undertaking Transaction

5. Subsidiary Incorporation

6. Operating Lease Transaction

7. Units REIT Transaction

Baker Tilly is not a Shareholder of the Company, does not have any relationship with the Company, and

is an independent financial advisor qualified by the SEC. In this regard, Baker Tilly agreed to release the

Opinion of Independent Financial Advisor regarding the Acquisition and Disposal of Assets Notifications

dated July 15, 2020.

Property Technical Advisor

Merlin’s Solutions International Company Limited (“Merlin’s”) is appointed as an Independent Technical

Advisor to provide opinion on the Company’s assets relating to the REIT Transactions. Merlin’s is not a

Shareholder of the Company and does not have any relationship with the Company. Merlin’s agreed to

release the draft Opinion of dependent Property Technical Advisor Report dated May 8, 2020 and other

related documents, in which are now in the process of preparation.

4.) Company’s Liabilities

4.1 Debentures

As of December 31, 2019, and March 31, 2020, the Company issued and sold dept securities as follows;

Outstanding

(Unit: Million Baht)

Value as of Maturity Date

December 31, 2019 March 31, 2020

Promissory Note (P/N) 296.75 311.40 April 2020 – May 2020

Bills of Exchange 663.36 858.10 May 2020 – November 2020

Total 960.11 1,169.50

Remark: The Company loan money from financial institution by issuing P/N for a period 3 – 9 months, and issued bills of

exchange without collateral and offered to private investors.

/ 22

4.2 Loans from a Financial Institution

As of December 31, 2019, and March 31, 2020, the Company had long-term loans from a financial

institution as follows:

Outstanding


Value as of


Long-term loans from a financial institution,

due in one year 438.94 227.04

Long-term loans from a financial institution,

due in more than one year 723.67 903.15

Debentures, due over one year 497.37 497.96

Net 1,659.98 1,628.15

Remark: - A long-term loan from financial institution with credit line not exceeding Baht 30 million to increase liquidity to

the Company

- A long-term loan from financial institution with credit line not exceeding Baht 637.19 million to be used for

repayment of bills of exchange and refinancing term loan with financial institution. The loan is secured by

mortgaging land, building on land, and movable assets in machinery type (hardware and network equipment on

IDC Project), and fixed deposit account.

- A long-term loan from financial institution with credit line not exceeding Baht 500 million to invest in the Internet

Data Center 3 Phase 2. The loan is secured by using machinery as collateral for credit facilities.

- A long-term debenture from financial institution with credit line not exceeding Baht 500 million to be used for

repayment of term loan with financial institution.

- A long-term loan from financial institution with credit line not exceeding Baht 80 million to invest in software

development projects and other future services. The loan is secured by transfer of right to receive the rental

payment under the Service Lease Agreement (remaining agreement period not less than 1 year).

4.3 Other Liabilities

(a) Trade Payables and Other Payables

As of December 31, 2019, and March 31, 2020, the Company’s Trade Payables and Other Payables

amounting to Baht 326.25 million and Baht 277.19 million, respectively, which was comprised of Trade

Payables from associated companies and Payables for purchase of assets.

(b) Liabilities under Financial Lease Agreements

The Company entered into financial lease agreements for the network equipment with the terms of 1 -

5 years. As of December 31, 2019, and March 31, 2020, the Company’s liabilities under financial lease

agreements are as follows:

/ 22

Outstanding


Value as of


Liabilities under financial lease agreements,

due in one year 446.02 502.29

Liabilities under financial lease agreements 907.26 1,027.49

Total 1,353.28 1,529.78

(c) Other Liabilities

Outstanding


Value as of


Liabilities under current agreement 17.13 12.37

Other current liabilities 30.65 29.93

Employee benefit obligations 28.84 31.29

Deferred tax liabilities 84.27 93.16

Other non-current liabilities 0.95 0.67

Total 161.84 167.42

4.4 Contingent Liabilities

(a) Penalty from Service Agreement

As of March 31, 2020, the Company has contingent liabilities in respect of penalty for breach of warranty

under service agreement jointly entering with joint venture amounting to Baht 2.48 million. The

Company’ Management has not made any provision from this penalty in the consolidated and separate

financial statements as it is unable to prove that the crash occurred from the Company’ fault.

(b) Letter of Guarantee

As of March 31, 2020, the Company’s liability under the Letter of Guarantee issued by the Financial Institution

is in the amount of Baht 83.68 million, which guaranteed by non-current assets (not cash) as collateral.

(d) Other Significant Agreements

As of March 31, 2020, the Company were obligated to pay the land price under the land sales and purchase

agreement in the amount of Baht 33.84 million. And on October 9, 2017, the Company entered into land

utilization agreement for a term of 15 years as the transfer of ownership cannot be made under the law.

As of March 31, 2020, the Company and its subsidiaries were obligated to pay remaining costs of

equipment in the amount of Baht 69.41 million and the Company was obligated to pay remaining costs

of equipment in the amount of Baht 66.59 million.

As of March 31, 2020, the Company were obligated to pay a construction fee under building construction

agreements in the amount of Baht 6.24 million and Baht 8.64 million on equipment and installation fee.

/ 22

5.) Company Information and Business

5.1 Business Overview

The Company is a provider of the integrated ICT infrastructure services for the business and individuals

who need ICT as a tool to strengthen their business competitiveness. The Company’s services include

Cloud Solutions, Internet Connectivity Service, Internet Data Center (IDC) Service, together with various

equipment for those who care for efficient services with international standard.

The Government's digital economy policy drives Thai Economy for sustainable growth resulting in the

fact that ICT services of Thailand are likely to grow in terms of both hard infrastructure and soft

infrastructure including ICT service which is in line with the Company's core business.

5.2 Financial Statements and Description and Analysis of Financial Position and Operating Result

(a) Financial Statements

Income Statement As of December 31, 2019 As of March 31, 2020

(Unit : Million Baht) 2560 % 2561 % 2562 % 2562 % 2563 %

Revenue from services 981.86 63.70% 1,458.94 87.21% 1,873.10 93.03% 456.71 93.49% 475.64 99.84%

Revenue from sales 6.59 0.43% 7.07 0.42% 8.83 0.44% 2.07 0.42% 0.45 0.09%

Other Revenues 553.04 35.88% 206.80 12.36% 131.45 6.53% 29.76 6.09% 0.31 0.06%

Total Revenues 1,541.49 100.00% 1,672.81 100.00% 2,013.38 100.00% 488.54 100.00% 476.40 100.00%

Expenses

Cost of services -733.44 -47.58% -1,099.43 -65.72% -1,359.59 -67.53% -354.13 -72.49% -313.21 -65.74%

Cost of sales -5.89 -0.38% -3.60 -0.22% -3.93 -0.19% -1.47 -0.30% -0.39 -0.08%

Selling expenses -133.88 -8.68% -96.96 -5.80% -156.35 -7.77% -28.68 -5.87% -45.50 -9.55%

Administrative expenses -197.61 -12.82% -224.48 -13.42% -203.54 -10.11% -49.93 -10.22% -58.18 -12.21%

Total expenses -1,070.81 -69.47% -1,424.48 -85.15% -1,723.40 -85.60% -434.21 -88.88% -417.27 -87.59%

Profit before share of profit(loss) from

associated company and joint venture 470.68 30.53% 248.33 14.85% 289.98 14.40% 54.33 11.12% 59.13 12.41%

Finance income 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.47 0.10% 0.05 0.01%

Share of profit(loss) from investment in

joint venture -0.56 -0.04% -0.63 -0.04% -0.10 0.00% 0.00 0.00% 0.17 0.04%

Share of profit from investment in

associated company 4.58 0.30% -0.04 0.00% 4.19 0.21% 1.51 0.31% 4.84 1.02%

Profit before finance costs and income

tax 474.69 30.79% 247.66 14.81% 294.07 14.61% 56.31 11.43% 64.19 13.46%

Finance costs -32.14 -2.08% -51.29 -3.07% -90.89 -4.51% -18.27 -3.74% -44.19 -9.27%

Profit before income tax 442.56 28.71% 196.37 11.74% 203.19 10.09% 38.04 7.69% 20.01 4.19%

Income tax expenses -67.01 -4.35% -43.45 -2.60% -34.01 -1.69% -4.57 -0.94% -9.60 -2.02%

/ 22

Income Statement As of December 31, 2019 As of March 31, 2020

(Unit : Million Baht) 2560 % 2561 % 2562 % 2562 % 2563 %

Profit for the periods 375.54 24.36% 152.92 9.14% 169.18 8.40% 33.47 6.75% 10.41 2.17%

Balance Sheet As of December 31, 2019 As of %

(Unit : Million Baht) 2560 % 2561 % 2562 % March 31, 2020

Assets

Current Assets

Cash and cash equivalents 44.37 1.05% 45.33 0.87% 32.27 0.51% 63.68 0.95%

Temporary investment 582.81 13.85% 120.28 2.31% 20.16 0.32% 0.00 0.00%

Investment in available-for-sale securities (net) 0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00%

Account receivables and other receivables 340.95 8.10% 660.14 12.68% 841.53 13.20% 798.75 11.92%

Short term loan to related company 0.00 0.00% 1.00 0.02% 0.00 0.00% 0.00 0.00%

Unbilled installments on completed work - 0.00% - 0.00% - 0.00% 0.00 0.00%

Inventories (net) 0.02 0.00% 0.01 0.00% 0.49 0.01% 0.10 0.00%

Other current financial assets 0.00 0.00% 0.00 0.00% 0.00 0.00% 15.42 0.23%

Other current assets 20.93 0.50% 38.54 0.74% 67.25 1.05% 71.39 1.07%

Total Current Assets 989.08 23.51% 865.30 16.62% 961.70 15.08% 949.34 14.16%

Non-current assets

Restricted deposits at financial institution 35.39 0.84% 73.70 1.42% 72.19 1.13% 0.00 0.00%

Withholding tax receivable (net) 31.74 0.75% 37.36 0.72% 45.04 0.71% 45.04 0.67%

Investment in joint venture 2.83 0.07% 1.57 0.03% 0.03 0.00% 0.20 0.00%

Investment in associated company 0.70 0.02% 8.74 0.17% 8.93 0.14% 13.89 0.21%

Deferred maintenance services for equipment (net) 36.48 0.87% 30.03 0.58% 21.51 0.34% 19.23 0.29%

Deposit of land - 0.00% - 0.00% 0.00 0.00% 0.00 0.00%

Property, plant and equipment 2,868.70 68.19% 3,802.68 73.06% 4,622.92 72.49% 3,784.32 56.46%

Right of use assets 1,217.27 18.16%

Intangible assets 202.82 4.82% 346.41 6.66% 596.56 9.35% 598.57 8.93%

Non-current non-cash assets pledged as collateral 0.00 0.00% 0.00 0.00% 0.00 0.00% 26.24 0.39%

Deferred income tax (net) 0.00 0.00% - 0.00% 0.00 0.00% - 0.00%

Other non-current assets 39.29 0.93% 39.03 0.75% 48.27 0.76% 48.68 0.73%

Total Non-current Assets 3,217.94 76.49% 4,339.53 83.38% 5,415.45 84.92% 5,753.45 85.84%

Total Assets 4,207.02 100.00% 5,204.83 100.00% 6,377.15 100.00% 6,702.78 100.00%

Liabilities and Shareholders’ Equity

Current Liabilities

Bank overdraft and short-term loans from financial institution 297.82 12.89% 694.80 20.54% 979.52 21.86% 1,193.97 24.89%

/ 22



Trade and other payables 0.00 0.00% 0.00 0.00% 0.00 0.00% 277.19 5.78%

Current liabilities 356.96 15.45% 457.54 13.53% 326.67 7.29% 12.38 0.26%

Bonus employee accrued 104.41 4.52% 49.51 1.46% 0.00 0.00% 0.00 0.00%

Unearned service income 23.62 1.02% 15.59 0.46% 17.13 0.38% 0.00 0.00%

Long-term liabilities, due in one year 0.00 0.00% 0.00 0.00% 0.00 0.00% 227.04 4.73%

Liabilities under financial lease agreement, due in one year 186.94 8.09% 303.30 8.97% 446.02 9.95% 502.30 10.47%

Long-term loans from financial institution, due in one year 0.00 0.00% 210.29 6.22% 438.94 9.79% 0.00 0.00%

Income tax payable 2.36 0.10% 0.00 0.00% 0.00 0.00% 0.00 0.00%

Other current liabilities 17.65 0.76% 23.04 0.68% 30.65 0.68% 29.93 0.62%

Total Current Liabilities 989.76 42.83% 1,754.09 51.86% 2,238.93 49.96% 2,242.80 46.76%

Non-Current Liabilities

Liabilities under financial lease agreement (net) 512.70 22.19% 812.18 24.01% 907.26 20.25% 1,027.49 21.42%

Long-term loan from financial institution (net) 692.25 29.96% 732.04 21.64% 1,221.04 27.25% 1,401.11 29.21%

Employee benefits obligation 13.08 0.57% 14.02 0.41% 28.84 0.64% 31.29 0.65%

Deferred tax liabilities (net) 102.71 4.45% 66.42 1.96% 84.27 1.88% 93.16 1.94%

Other liabilities 0.21 0.01% 3.41 0.10% 0.95 0.02% 0.67 0.01%

Total Non-Current Liabilities 1,320.94 57.17% 1,628.07 48.14% 2,242.36 50.04% 2,553.72 53.24%

Total Liabilities 2,310.70 100.00% 3,382.16 100.00% 4,481.30 100.00% 4,796.52 100.00%

Shareholders’ Equity

Share Capital

Registered share capital

- 500,041,575 ordinary shares, at Baht 1 each 500.04 11.89% 500.04 9.61% 500.04 7.84% 500.04 7.46%

- 512,541,598 ordinary shares, at Baht 1 each 0.00 0.00% 0.00 0.00% - 0.00% - 0.00%

- 33,333,333 ordinary shares, at Baht 1 each 0.00 0.00% - 0.00% - 0.00% - 0.00%

Issued and paid-up share capital

- 500,041,575 ordinary shares, at Baht 1 each 500.04 11.89% 500.04 9.61% 500.04 7.84% 500.04 7.46%

- 250,020,799 ordinary shares, at Baht 1 each 0.00 0.00% 0.00 0.00% - 0.00% - 0.00%

Premium on commons shares 770.21 18.31% 770.21 14.80% 770.21 12.08% 770.21 11.49%

Deficit from business combination under common control of

associated company 0.00 0.00% 0.00 0.00% - 0.00% - 0.00%

Retained earnings

- Appropriated – Legal reserve 26.67 0.63% 38.29 0.74% 46.76 0.73% 46.76 0.70%

- Unappropriated 394.22 9.37% 491.70 9.45% 579.30 9.08% 587.33 8.76%

Other components of equity 200.01 4.75% 20.48 0.39% -2.38 -0.04% 0.00 0.00%

Total Shareholders’ Equity of the Parent Company 1,891.14 44.95% 1,820.71 34.98% 1,893.93 29.70% 1,904.34 28.41%

/ 22



Non-controlling interest 5.18 0.12% 1.96 0.04% 1.93 0.03% 1.92 0.03%

Total Shareholders’ Equity 1,896.32 45.08% 1,822.67 35.02% 1,895.86 29.73% 1,906.26 28.44%

Total Liabilities and Shareholders’ Equity 4,207.02 100.00% 5,204.83 100.00% 6,377.15 100.00% 6,702.78 100.00%

Cash Flow Statement As of December 31, 2019 As of

(Unit : Million Baht) 2017 2018 2019 March 31, 2020

Net cash from operating activities 65.63 106.18 (15.76) 33.75

Net cash from/(used in) investing activities 129.03 (460.23) (552.33) (62.91)

Net cash from/(used in) financing activities (364.23) 357.47 552.59 60.57

Net cash and cash equivalents increased (decreased) (169.57) 3.42 (15.51) 31.41

Cash and cash equivalents at the beginning of the periods 213.93 44.37 47.78 32.27

Cash and cash equivalents at the end of the periods 44.37 47.78 32.27 63.68

(b) Description and Analysis of Financial Position and Operating Result

Year of 2017

Total revenues for the Company and its subsidiaries in 2017 amounted to Baht 1,541.49 million, increased

by Baht 540.13 million or 53.94 percent from 2016 due to the total revenues from services and sales for

the Company at Baht 988.45 million increase by Baht 130.94 million or 15.27 percent from 2016 that

main revenues increase from Co-Location 27 percent, Internet Access services 26.35 percent and EDC

Network services 25.45 percent, respectively. Other revenue in 2017 amounted to Baht 553.04 million,

increased by Baht 409.19 million or 284.45 percent from 2016 due to the sale of the associated stocks,

NETBAY Public Company Limited.

Cost of services and sales for 2017 amounted to Baht 739.33 million, increased by Baht 78.31 million or

11.85 percent from 2016. Costs of services were proportional to revenue growth and were mainly

attributed to depreciation resulting from recognition of completed projects as asset. Selling and

administrative expenses in 2017 amounting to Baht 331.49 million increased by Baht 101.9 million or

44.38 percent from 2016 due to the company set reserve for personnel expenses and focused on

investment in the personnel expenses for supporting the expansion. The Finance costs totaled Baht

32.14 million, increased by Baht 2.44 million or 8.21 percent from 2016 as a result of investment in

business expansion. Specifically, the Company invested in the construction of a new data center and

equipment with high efficiency and international security standards. Such investments contributed to

the increase in long-term loans and finance lease agreements.

/ 22

The net profit for the year 2017 was Baht 345.11 million increasing by Baht 291.18 million from the year 2016. This

was a result of continual growth of revenue including gain from Investments in available-for-sale securities.

As of December 31, 2017, the Company had total assets of Baht 4,206.24 million, an increase of Baht

1,617.15 million or 62.84 percent from 2016. Details pertaining to significant changes in assets due to

Property, plant, and equipment, Investment in available-for-sale securities and Intangible assets which

the Company invested in creating new applications to service customers.

As of December 31, 2017, the Company had total liabilities of Baht 2,309.92 million, increased by Baht

1,073.77 million or 86.86 percent due to long-term loans from financial institutions for investment in the

construction of INET Data Center 3. The Company’s financial lease liabilities also increased as a result of

continual investment in business expansion. Specifically, the Company invested in highly efficient

equipment to offer a broader range of services to customers and to increase its stability in the provision

of services under international standards. Such financial lease agreements have a term of 3-5 years.

As of December 31, 2017, the Company recorded Baht 1,896.32 million in shareholders’ equity, increased

by Baht 543.75 million or 40.20 as a result of an increase in retained earnings. The book value was Baht

3.79 per share in consolidated financial statements (with the par value of Baht 1 per share).

As of December 31, 2017, the net cash flow at the beginning of the year was Baht 213.93 million, which

decreased by Baht 169.57 million during the year. Cash inflows during the year were from operating

activities, which amounted to Baht 65.64 million. Meanwhile, cash inflows from investing activities

increased by Baht 129.03 million due to the increase in available-for-sale investments. The Company’s

cash outflows from financing activities were recorded at Baht 364.23 million. Therefore, the Company

had the net cash flow of Baht 44.37 million.

Year of 2018

Total revenues for the Company and its subsidiaries in 2018 amounted to Baht 1,673 million, increased by

8.56 percent from 2017 due to the total revenues from services and sales for the Company at Baht 1,466

million increase by 48.38 percent from 2016 that main revenues increase from Cloud Solution Service with

the growth rate increase of 75.37 percent compared to the Year 2017. For Internet Access Services and Co-

Location Service, increased 56.54 percent and 12.70 percent, respectively, is in accordance with the

Company’s strategy to focus on providing services in terms of IaaS (Infrastructure as a Service) with the

emphasis on Cloud Solutions Service on huge internationally standardized Infrastructure.

Cost of services and sales for 2018 amounted to Baht 1,103 million, increased by Baht 364 million or



administrative expenses of the Company and its subsidiaries in 2018 amounted to Baht 322 million

increased by Baht 10 million or 3.03 percent from 2017 due to the company set reserve for personnel

/ 22

expenses and focused on investment in the personnel expenses for supporting the expansion. The

Finance costs increased by 59.61 percent from 2017 as a result of investment in business expansion.

Specifically, the Company invested in the construction of a new data center and equipment with high

efficiency and international security standards. Such investments contributed to the increase in long-

term loans and finance lease agreements.

The Company and its subsidiaries had a net profit for the Year 2018 of Baht 153 million, a decrease of

Baht 223 million from the Year 2017 with net profit of Baht 376 million. This was a result of the Company

recognized the profit from the change of investment type.

As of December 31, 2017, the Company and its subsidiaries had total assets of Baht 5,205 million, an

increase of Baht 998 million or 23.72 percent from 2017. Details of significant changes as follows;

• Investment in land, building and equipment increased by Baht 934 million or 32.56 percent, due

to additional investment in building and equipment to support business growth.

• Investment in available-for-sale securities decreased by Baht 463 million or 79.36 percent, due

to the Company expanded investment to support the business growth.

• Investment in joint ventures increased by Baht 8 million, as a subsidiary company invested in an expertise

associated company to develop various types of platforms to support digital services in Thailand.

• Investment in intangible assets increased by Baht 144 million or 70.80 percent, due to the

Company invested in various application creation to service customers.

As of December 31, 2018, the Company and its subsidiaries had total liabilities of Baht 3,382 million,

divided to current liabilities at Baht 1,754 million or 51.86 percent and non-current liabilities at Baht

1,628 million or 48.14 percent, caused by working capital management in accordance with the

investment plan and the generated revenue, as well as considering the ability to pay the Company’s

debt in appropriate criteria.

The Company had overdraft and short-term loans from financial institutions increased from 2017 due to

investment in various platforms development, including long-term loans from financial institutions

increased from 2017 due to investment in the construction of INET Data Center 3 by entered into a long-

term loan with collateral. The Company’s financial lease liabilities also increased as a result of continual

investment in business expansion. Specifically, the Company invested in highly efficient equipment to

offer a broader range of services to customers and to increase its stability in the provision of services under

international standards. Such financial lease agreements have a term of 3-5 years.

As of December 31, 2018, the Company and its subsidiaries recorded Baht 1,823 million in shareholders’ equity,

consisting of Baht 500 million issued and fully paid up capital, premium on ordinary share in the amount of Baht

770 million, legal reserve of Baht 38 million which is an increase from 2017. The Company had retained earnings of

Baht 492 million and for separate financial statement, the Company had remaining retained earnings of Baht 503

/ 22

million. The book value was Baht 3.65 per share in consolidated financial statements and Baht 3.72 per share in

separate financial statements (with the par value of Baht 1 per share).

As of December 31, 2018, the Company and its subsidiaries had the net cash inflow of Baht 45 million. At the

beginning of the year, cash flow was Baht 45 million, which decreased by Baht 169.57 million during the year. Cash

inflows during the year were from operating activities, which amounted to Baht 65.64 million. Meanwhile, cash

flows from investing activities increased by Baht 129.03 million due to the increase in available-for-sale investments.

The Company’s cash outflows from financing activities were recorded at Baht 364.23 million. Therefore, the

Company had the net cash flow of Baht 44.37 million.

At the end of 2018, the Company and its subsidiaries had the net cash flow of Baht 45 million, Baht 44

million of which was the cash flow as of the beginning of the year and another Baht 1 million was the

increase during the year. The cash flow during the year from operations is Baht 106 million or 60.61

percent from 2017. Meanwhile the Company had cash flow of Baht 460 million, increased from 2017

due to due to investment in equipment to expand the services, including the increase in intangible assets

from application development to serve customer. And the Company used cash in the amount of Baht

355 million to repay short-term loans.

Year of 2019

Total revenues for the Company and its subsidiaries in 2019 amounted to Baht 2,013 million, increased

by 20.36 percent from 2018 due to the growth of ICT infrastructure service business. Overall, revenue

classified by business type grew by 28.37 percent compared to the previous year, from Baht 1,466 million

in 2018 to Baht 1,882 million in 2019. The said revenues growth came from an increase in the number

of customers.

Cost of services and sales for 2019 amounting to Baht 1,364 million, increased by Baht 260 million or



administrative expenses of the Company and its subsidiaries in 2019 amounting to Baht 360 million

increased by Baht 38 million or 11.96 percent from 2018. Due to the company set reserve for personnel

expenses and focused on investment in the personnel expenses for supporting the expansion. The

Finance costs increased by 77.21 percent from 2018 as a result of investment in business expansion.

Specifically, the Company invested in the platform development and equipment with high efficiency

and international security standards. Such investments contributed to the increase in long-term loans

and finance lease agreements.

The net profit for the Year 2019 was Baht 169 million increased by Baht 16 million from the Year 2018.

This was a result of continual growth of revenue.

/ 22

As of December 31, 2019, the Company and its subsidiaries had total assets of Baht 6,377 million, an

increase of Baht 1,172 million or 22.52 percent from 2018. Details of significant changes as follows;

• Investment in land, building and equipment increased by Baht 820 million or 21.56 percent, due

to additional investment in building and equipment to support business growth.

• Temporary investment decreased by Baht 100 million or 83.33 percent due to the Company

expanded investment to support the business growth.

• Trade and other current receivables increased by Baht 182 million or 27.58 percent, vary

according to the Company has continuously increased service income.

• Investment in intangible assets increased by Baht 251 million or 72.54 percent, due to the

Company invested in various application creation to service customers.

As of December 31, 2019, the Company and its subsidiaries had total liabilities of Baht 4,481 million,

divided to current liabilities at Baht 2,239 million or 49.97 percent and non-current liabilities at Baht

2,242 million or 50.03 percent, caused by working capital management in accordance with the

investment plan and the generated revenue, as well as considering the ability to pay the Company’s

debt in appropriate criteria.

The Company had overdraft and short-term loans from financial institutions increased from 2018 due to

investment in various platforms development, including long-term loans from financial institutions

increased from 2018 due to investment in the construction of INET Data Center 3 by entered into a long-

term loan with collateral. The Company’s financial lease liabilities also increased as a result of continual

investment in business expansion. Specifically, the Company invested in highly efficient equipment to

offer a broader range of services to customers and to increase its stability in the provision of services

under international standards. Such financial lease agreements have a term of 3-5 years.

As of December 31, 2019, the Company and its subsidiaries recorded Baht 1,896 million in shareholders’

equity, consisting of Baht 500 million issued and fully paid up capital, premium on ordinary share in the

amount of Baht 770 million, legal reserve of Baht 47 million. The Company had retained earnings of Baht

579 million and for separate financial statement, the Company had remaining retained earnings of Baht

591 million. The book value was Baht 3.79 per share in consolidated financial statements and Baht 3.81

per share in separate financial statements (with the par value of Baht 1 per share).

At the end of 2019, the Company and its subsidiaries had the net cash flow of Baht 32 million, Baht 47

million of which was the cash flow as of the beginning of the year and another Baht 15 million was the

decreased during the year. The Company had cash flow of Baht 552 million, increased from 2018 due to

investment in equipment to expand the services, including the increase in intangible assets from

application development to serve customer. And the Company received cash from financing activities in

the amount of Baht 552 million by long-term loans from financial institution.

/ 22

1st Quarter of 2020

Total revenues for the Company and its subsidiaries in Q1 of 2020 amounted to Baht 476.43 million,

decreased by 2.57 percent from 2019. But considering the revenue from services and sales in Q1 of 2020,

the Company continued to grow by 3.77 percent from 2019. Overall, revenue classified by business type

grew by 3.77 percent compared to the previous year. The said revenues growth came from an increase

in Cloud Solution Services customer at Baht 317.8 million or 44.63 percent from 2019. This was a result

of more customers interested in Cloud Solution Services due to temporary city shutdown and social

distance measures, and the corporate customers have to adjust to work from home. The use of services

or services on top is very responsive to the needs of customers at the moment.

As of March 31, 2020, the Company and its subsidiaries had a total asset of Baht 6,702.78 Million,

increased by 5.11 percent from 2019, as a result from the improvement of TFRS16 that the Company

recognized from the additional usage assets in Q1 of 2020, with total liabilities of 4,796.52 million,

increased 7.04 percent from 2019, including providing resources to increase liquidity and reserve more

for expenses that have already been invested in order to be consistent with the original investment and

revenue generated.

As of March 31, 2020, the Company and its subsidiaries had the net cash flow at the beginning of the

Year at Baht 32.27 million and cash flow during the Year at Baht 31.41 million from operating activities,

which amounted to Baht 33.75 million. The Company’s cash flow from financing activities were recorded

at Baht 60.75 million and cash flows from investing activities at Baht 62.91 million, resulting the Company

having cash at the end of 1st Quarter of 2020 at Baht 63.68 million.

5.3 Financial Forecast for Current Year

None

5.4 List of Board of Directors and List of Top 10 Shareholders

(a) List of Board of Directors as of May 31, 2020

No. Name Position

1. Dr. Thaweesak Koanantakool Chairman of the Board of Directors, Chairman of

Executive Committee

2. Mr. Sahas Treetipbut Director, Chairman of Nomination, Remuneration and

Corporate Governance Committee, Executive

Committee Member, CEO Performance Review

Committee Member

3. Dr. Narong Sirilertworakul Director, Nomination, Remuneration and Corporate

Governance Committee Member, Risk Management

/ 22

No. Name Position

Committee Member, CEO Performance Review

Committee Member

4. Mr. Aniruth Hiranraks Director

5. Ms. Tanwadee Wongterarit Director, Chairman of CEO Performance Review

Committee

6. Mrs. Natnatcha Chaiprasert Director

7. Prof. Emeritus Achara Chandrachai Independent Director, Chairman of Audit Committee

8. Ms. Narumol Wangsatorntanakun Audit Committee Member, Independent Director,

Chairman of Risk Management Committee

9. Ms. Nilobon Tangprasit Independent Director, Audit Committee Member,

Nomination, Remuneration and Corporate Governance

Committee Member,

10. Mr. Chavalit Chindavanig Independent Director, Audit Committee Member

11. Mr. Thinnakorn Nathonglie Director

12. Mrs. Morragot Kulatumyotin Director, Executive Committee Member and Risk

Management Committee Member

(b) List of Executive Management as of May 31, 2020

No. Name Position

1. Mrs. Morragot Kulatumyotin Managing Director

2. Mr. Wanchai Vach-shewadumrong Deputy Managing Director

3. Mr. Piyaret Saelee Senior Vice President

4. Mrs. Varaporn Pintola Senior Vice President

5. Ms. Hunsa Nawaraphun Senior Vice President

(c) List of Top Ten Shareholders at Book Closing as of May 31, 2020

No. Name Number of Shares % Holding

1. National Science and Technology Development Agency 85,000,000 17.00

2. TOT Public Company Limited 80,000,000 16.00

3. CAT Telecom Public Company Limited 80,000,000 16.00

4. Mr. Boonkiet Auesudkij 24,900,000 4.98

5. Thai NVDR Company Limited 22,146,234 4.43

/ 22

No. Name Number of Shares % Holding

6. Mr. Surachai Prachasittisak 9,080,000 1.82

7. Mrs. Patchara Nitiwatin 6,506,700 1.30

8. Mr. Charoen Sasilaksananukul 4,201,100 0.84

9. LGT Bank (Singapore) LTD 4,100,000 0.82

10. Mr. Chao Kara 4,100,000 0.82

5.5 Other information which may significantly impact investor’s decision

None

6.) The Board of Directors’ opinion on the adequacy of working capital

The Meeting of Board of Directors No. 6/2020 on June 24, 2020 has the resolution to approve the

Company to enter into the REIT Transactions, the Sale of Assets Transaction, the Land Utilization

Transaction, the Lease Transaction, the Undertaking Transaction, the Subsidiary Incorporation, the

Operating Lease Transaction and the Units REIT Transaction for the Company’s maximum benefit and

under reasonable conditions.

For the Units REIT Transaction, the Company will use cash received from the REIT according to the Sale

of Assets Transaction and/or a loan from a financial institution to subscribe to the investment units.

Therefore, these transactions would not affect the Company’s working capital.

7.) Significant lawsuits or claims under litigation process

Legal disputes that the company as a partner or party that is not yet finalized and is a case that may

have a significant impact on the business operations of the company and is a case that is not caused by

business operations as of December 31, 2019;

None

8.) Interest or Related Party Transactions between the Company and Directors, Management or

Shareholders holding 10% or more of the Company’s shares

Details of the relationship of the Company with individuals or business that have control over the

Company, whether direct and indirect, are as follow.

No. Name Relationship

1. National Science and Technology

Development Agency

Shareholders of the company and have

common directors

2. CAT Telecom Public Company Limited Shareholders of the company and have

common directors

3. TOT Public Company Limited Shareholders of the company and have

common directors

/ 22

As of March 31, 2020, the Company has significant business transactions and related transactions with

related parties in accordance with commercial terms and conditions as follows;

No. Related Party Related Transaction Amount

(Million Baht)

1.

National Science and

Technology Development

Agency, CAT Telecom Public

Company Limited, and TOT

Public Company Limited

(“Related Parties”)

Equipment rental and administrative

expenses

9.91

Internet service revenue and

Operation Agreement

3.79

Dividend payment -

Items that are receivables and creditors, as of March 31, 2020

No. Items Amount (Million Baht)

1. Related Parties

- Receivables – related parties 7.20

- Trade payable 1.13

- Accrued costs 5.79

- Payables for purchase of assets -

9.) Summary of significant agreements during the past two years

9.1 Loan Agreement

(a) Credit Line 1

Lender The Commercial Bank

Borrower The Company

Date May 18, 2018

Credit Line Not more than Baht 30 million

Purpose To increase liquidity to the Company

Interest Rate Fixed rate as indicated in the loan agreement

Installment Payment Principle payment shall be installed on monthly basis with not less than

Baht 900,000 each, starting on the last date of first drawdown month

and the maturity date is within 3 years.

(b) Credit Line 2



Date September 27, 2018

/ 22


Purpose To construct INET-IDC3 Project Phase 2 and other operation expenses

Interest Rate MLR

Installment Payment Principle payment shall be installed on quarterly basis in equal amount,

starting on the 19th month from the month entered into a loan

agreement and the maturity date is within 6 years from the date entered

into a loan agreement.

(c) Credit Line 3



Date August 5, 2019


Purpose To invest in software development projects and other future services

e.g. Chat Bot Platform, AI Platform, Mobile Application etc.

Interest Rate MLR – the number indicated in a loan agreement.

Installment payment Principle and interest payment shall be installed on the end of each

month from first drawdown month, totally 48 installments.

1st – 32nd installments, principle and interest payment amount of not

less than Baht 2 million

33rd – 47th installments, principle and interest payment amount of not

less than Baht 1.5 million

48th installment, all remaining principle and interest

All installments must be completed within 4 years from the date

entered into a loan agreement

(d) Credit Line 4





Purpose To repayment a term loan with financial institution

Interest Rate MLR – the number indicated in a loan agreement.

/ 22

Installment payment Interest payment shall be installed on quarterly basis, starting on

September 11, 2019 and the last payment shall be installed on the date

of debentures due in the Year 2021

(e) Credit Line 5



Date November 20, 2019

Credit Line Not more than Baht 637.91 million

Purpose to repayment of bill of exchange and refinance existing term loans with

financial institution

Interest Rate MLR – the number indicated in the loan agreement

Installment payment Principle and interest payment shall be installed on the end of each

month from first drawdown month, totally 72 installments.

1st – 26th installments, principle payment amount of not less than Baht

6.7 million

27th – 38th installments, principle payment amount of not less than

Baht 8 million

39th – 71st installments, principle payment amount of not less than

Baht 8 million

72nd installment, all remaining principle and interest

All installments must be completed within 6 years from the date

entered into a loan agreement

9.2 Land Leasing Agreement

Lessor A Private Company

Lessee the Company


1. The Lessor is the owner of the land under the Title Deed no. 2877, the land

no. 16, the dealing file no. 93, moo 6, Tambol Tub Kwang, Amphur Kaeng

Khoi, Saraburi Province with the area of 19 Rai 2 Ngarn 20 square Wah

2. The Lessee agrees to lease this land to set up the data center.

/ 22

3. Lease period is 30 years starting from January 1, 2016 to December 21,

2045. The Lessee is required to send the notice letter 60 days in

advance in the case intention to renew the Land Leasing Agreement

4. The rental fee as is indicated in the Lease Agreement and shall increase

5% every three years.

5. The Lessor shall allow the Lessee to construct buildings and other

utilities related to the data center over the period of the Agreement

while the Lessee shall comply the standard and the provision of

industrial zone of the Lessor. In the case that the Lessee drills the land

or constructs buildings and infrastructure relevant to the data center,

the Lessee shall notice the Lessor 15 days in advance.

6. The Lessor shall allow the Lessee to construct the road not wider than

15 meters connecting to the main path and to install the infrastructure

relevant to the data center at the Lessee’s cost.

7. The Lessee must not sub-lease the land to anyone unless getting a

permission from the Lessor in advance.

8. When the Lease Agreement is terminated, the Lessee shall remove all

buildings and equipment within 90 days from the date of notice received.

9.3 Other agreements

(a) Equipment leasing agreement

Lessor Lease Agreement Line 1

Lessee the Company

Date March 30, 2017

Lessor agrees to lease the asset, start from March 3, 2017 or from August

31, 2017, totally 2 agreements. Payments shall be installed on monthly

basis on the 30th of every month. Final payment shall be installed by

August 31, 2022.

Value of Equipment Baht 13,251,190


Lessee the Company

Date February 4, 2016

Lessor agrees to lease the asset with the payment of 60 monthly

installments. First payment was installed on February 29, 2016 and

/ 22

the following monthly installments are on the 30th of every month.

Final payment shall be installed by January 30, 2021.



Lessee the Company

Date June 30, 2017

Lessor agrees to lease the asset, start from June 30, 2017 or from

September 30, 2019, totally 4 agreements. Payments shall be

installed on monthly basis on the 30th of every month. Final

payment shall be installed by August 30, 2024.



Lessee the Company

Date May 16, 2016

Lessor agrees to lease the asset, start from May 16, 2016 or from

January 25, 2018 totally 3 agreements. Payments shall be installed

on monthly basis on the end of every month. Final payment shall

be installed by December 31, 2022.



Lessee the Company

Date October 11, 2016

Lessor agrees to lease the asset, start from October 1, 2016 or from

December 1, 2019, totally 6 agreements. Payments shall be installed

on monthly basis on the end of every month. Final payment shall

be installed by November 30, 2024.



Lessee the Company


/ 22

Lessor agrees to lease the asset, start from November 1, 2018 or from

January 1, 2019, totally 2 agreements. Payments shall be installed

on quarterly basis on the end of every quarter. Final payment shall

be installed by October 1, 2020.



Lessee the Company

Date May 16, 2016

Lessor agrees to lease the asset, start from May 16, 2016 or from July

16, 2016, totally 2 agreements. Payments shall be installed on

monthly basis on the 16th of every month. Final payment shall be

installed by June 16, 2021.



Lessee the Company


Lessor agrees to lease the asset, start from February 29, 2016 or from

June 5, 2019, totally 19 agreements. Payments shall be installed on

monthly basis on the end of every month. Final payment shall be

installed by July 30, 2024.



Lessee the Company

Date December 4, 2017


installments. First payment was installed on December 31, 2017 and

the following monthly installments are on the end of every month.

Final payment shall be installed by November 30, 2022.



/ 22

Lessee the Company



installments. First payment was installed on November 29, 2018 and

the following monthly installments are on the 29th of every month.

Final payment shall be installed by October 28, 2021.



Lessee the Company



installments. First payment was installed on February 29, 2016 and

the following monthly installments are on the end of every month.

Final payment shall be installed by January 31, 2021.


10.) Proxy Form and proposed Independent Director to be selected as the Shareholder’s proxy

As Attachment No. 15 and Attachment No. 16

The Company hereby certifies that this Information Memorandum is correct and complete in all respects.

Please be informed accordingly,

By: _____________________________

(Mr. [•])

Authorized Director

By: _____________________________

(Mr. [•])

Authorized Director

By: _____________________________

(Ms. [•])

Authorized Director

Attachment No. 10

Company's Articles of Association


Chapter 3. Shareholders’ Meetings

Clause 15. The Board of Directors shall call a shareholder meeting, which is an annual ordinary general

meeting of shareholders, within four (4) months of the last day of the fiscal year of the Company.

Shareholder meetings other than the one referred to in the first paragraph shall be called extraordinary

general meetings.

Clause 16. The Board of Directors may call an extraordinary general meeting of shareholders any time

the board considers it appropriate.

The shareholders holding shares altogether at not less than ten (10) percent of the total number of

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

general meeting at any time, but the subjects and reasons for calling such meeting shall be clearly stated

in such request. In such case, the Board of Directors shall proceed to call a meeting of shareholders to

be held within forty-five (45) days as from the date of receipt of such request from the shareholders.

In case that the Board of Directors does not hold the shareholders’ meeting within the period as

prescribed in the preceding paragraph, the shareholders who subscribe their names or other shareholders

holding the number of shares as required may call such meeting within forty-five (45) days from the

deadline prescribed therein. In this regard, the meeting called by the shareholders shall be considered as

those called by the Board of Directors. The company shall be responsible for necessary expenses arising

from such meeting and reasonably provide facilitation therein.

In case the quorum of the shareholders’ meeting called by the shareholders as prescribed under the

preceding paragraph cannot be formed according to Article 32, the subscribed shareholders stated in the

preceding paragraph shall be collectively responsible to the Company for expenses arising from such

meeting.

Clause 17. In calling a shareholder meeting, the Board of Directors shall serve all shareholders listed in

the shareholder register and the Registrar a written notice calling the meeting at least seven (7) days in

advance and also publish the notice in a Thai language daily newspaper in the locality where the

Company’s Head Office is located for at least 3 consecutive days and at least 3 days prior to the date of

the meeting. The notice must state the place, date, time, agenda of the meeting and the matters to be

proposed to the meeting with reasonable detail by indicating clearly whether it is the matter proposed

for information, for approval or for consideration, as the case may be, including the opinions of the Board

of Directors in the said matters.

The place of the meeting referred to in the first paragraph shall be in the province in which the Head

Office of the Company is located or in a nearby province.

Clause 18. An annual ordinary meeting is normally held:

1. To review the report of the Board of Directors presented to the meeting, showing the

business of the Company undertaken during the previous year.

2. To consider and approve the balance sheet and the profit and loss statement.

3. To consider distribution of profits.

4. To elect new directors to replace those vacating office at the end of their terms and

determine their remunerations

5. To appoint an auditor and determine the auditing fee.

6. Other businesses

Clause 19. There shall be shareholders and proxies (if any) attending at a shareholder meeting

amounting to not less than twenty-five (25) persons, or not less than one half of the total number of

shareholders, and in either case such shareholders shall hold shares amounting to not less than one-third

(1/3) of the total number of shares sold, in order to constitute a quorum.

At any shareholder meeting, if one (1) hour has passed since the time specified for the meeting and the

number shareholders attending the meeting is still inadequate for a quorum as required, and if such

shareholder meeting was called as a result of a request by the shareholders, such meeting shall be

canceled. If such meeting was not called as a result of a request by the shareholders, the meeting shall

be called once again and the notice calling such meeting shall be delivered to shareholders not less than

seven (7) days prior to the date of the meeting. In the subsequent meeting a quorum is not required.

Clause 20. Each shareholder shall have the number of votes equal to the number of its respective

shares and shall have one share per one share, and may attend a shareholder meeting in person or

authorize, in writing, a third party to attend the meeting and vote on its behalf.

Any shareholder who has special interests in any matter shall not be entitled to vote on such matter,

except for election of directors.

Voting shall be done openly, except if requested by at least five (5) shareholders for a secret voting and

the meeting resolves in favor thereto. Secret voting procedures shall be as determined by the chairman

of the meeting.

Clause 21. A shareholder may authorize other person to participate and vote for it in a meeting but

such authorization must be made in writing and presented to the chairman of the Board or a person

appointed by the Chairman of the Board at the meeting place before the proxy attends the meeting.

The authorization shall be made in writing and signed by the principal, and shall be in such form as

prescribed by the Registrar and shall contain at least the following particulars.

1. The number of shares held by the principal;

2. The name of the proxy;

3. The session number and date of the meeting which the proxy is authorized to attend

and vote.

In voting, the proxy shall have votes equal to the total number of votes held by the proxy and the

principals combined, unless the proxy has declared to the meeting prior to the vote that the proxy will

vote on behalf of only certain of those principals by indicating the names of those principals and the

number of shares held by each of them.

Clause 22. The Chairman of the Board shall preside over all shareholder meetings. If the Chairman of

the Board is not present or cannot perform his or her duty, and if there is a Vice-chairman, the Vice-

chairman present at the meeting shall preside over the meeting. If there is no Vice-chairman or there is a

Vice-chairman who is not present at the meeting or cannot perform his or her duty, the shareholders

present at the meeting shall elect one shareholder to preside over the meeting.

Clause 23. The Chairman of the shareholder meeting shall conduct the meeting in compliance herewith

in accordance with the sequence of the agenda specified in the notice calling the meeting, except if the

meeting shall pass a resolution allowing a change in the sequence of the agenda with a vote of not less

than two-thirds (2/3) of the number of the shareholders present at the meeting.

When the consideration of the matters referred to in the first paragraph is finished, the shareholders

holding shares amounting to not less than one-third (1/3) of the total number of shares sold may request

the meeting to consider matters other than those indicated in the notice calling the meeting.

In case the meeting has not concluded the consideration of the matters referred to in the first paragraph

or the matters raised by shareholders under the second paragraph, as the case may be, and it is

necessary to postpone the consideration of the meeting, the meeting shall determine the place, date

and time for the next meeting and the Board of Directors shall, not less than seven (7) days prior to the

date of the meeting, deliver to the shareholders notice calling the meeting which indicates the place,

date, time and agenda of the meeting. The notice calling the meeting shall also be published in a

newspaper not less than three (3) days consecutively, and at least three (3) days prior to the date of the

meeting.

Clause 24. A resolution of the shareholder meeting shall require:

1. In an ordinary event, the majority vote of the shareholders who attend the meeting and

cast their votes. In case of a tie vote, the chairman of the meeting shall have one extra

vote as a casting vote.

2. In the following events, a vote of not less than three quarters (3/4) of the total number

of votes of shareholders who attend the meeting and have the right to vote:

a. The sale or transfer of the whole or essential parts of the business of the Company

to other persons;

b. The purchase or acceptance of transfer of the business of other companies or

private companies by the Company;

c. The making, amending or terminating of contracts with respect to the granting of a

lease of the whole or essential parts of the business of the Company;

d. The assignment of the management of the business of the Company to any other

person;

e. The amalgamation of the business with other persons with the purpose of profit and

loss sharing;

f. The amending of the Memorandum of Association and the Articles of Association of

the Company;

g. The increasing and decreasing of capital of the Company;

h. The issuance of debentures;

i. The merger or dissolution of the Company.

Attachment No.11

Attendance Form for the 2020 Annual General Meeting of Shareholders


on Thursday, August 13, 2020 at 2.00 p.m.

To Company Secretary, Internet Thailand Public Company Limited

I (Name - Surname) …………………………………………………………………….……………………………………………………………………………….

Mobile No. (to receive a confirmation SMS) …………………………………….……………………………………………………………………….

and/or E-mail (to receive a confirmation E-mail) ………………………………………………………………………………………………………

Please mark X in ( )

( ) Being a Shareholder of Internet Thailand Public Company Limited (Please attach required documents)

Identification Card No. ……………………………………………………………………………………………………………………..…………….

and/or Shareholder Registration No. ……………………………….…………………………………………….……………………..………

holding the total amount of ………………………………………………… shares

( ) Being a Proxy of (Name - Surname) ………………………………………………………………………..………………………………….,

who is a Shareholder of Internet Thailand Public Company Limited (Please attach Proxy form)

Identification Card No. ……………………………………………………………………………………………………………………..…………….

and/or Shareholder Registration No. ……………………………….…………………………………………….……………………..………

holding the total amount of ………………………………………………… shares

wish to attend the 2020 Annual General Meeting of Shareholders on Thursday, August 13, 2020 at 2.00

p.m. at INET Hall, IT Floor, Internet Thailand Public Company Limited, Thai Summit Tower, 1768, New Petchburi

Road, Bang Kapi Subdistrict, Huay Khwang District, Bangkok 10310

Signed ………………….……………………………………………

Attendee

Please send the completed form to Internet Thailand Public Company Limited by Friday, August 7, 2020 via;

(1) Post:

Company Secretary


1768 Thai Summit Tower, 10th – 12th Floor and IT Floor, New Petchburi Road, Bang Kapi

Subdistrict, Huay Khwang District, Bangkok 10310

(2) E-mail: [email protected]


Attachment No. 12

Form for Submission of Questions in advance

for the 2020 Annual General Meeting of Shareholders


on Thursday, August 13, 2020 at 2.00 p.m.

To: Company Secretary, Internet Thailand Public Company Limited

I (Name - Surname), ……………………………………………………………………………………………………………………………………………………

Please mark / in ( )

( ) Shareholder of Internet Thailand Public Company Limited

( ) Proxy from .……………………………………………….., Shareholder of Internet Thailand Public Company Limited

would like to submit questions for the 2020 Annual General Meeting of Shareholders in advance as follows:

………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………

Remarks: Shareholders are able to submit the Form for Submission of Questions for the 2020 Annual General

Meeting of Shareholders in advance by Friday, August 7, 2020 via;

(1) Post: Shareholders can use automatic answering envelopes, attached with this Invitation (no

need stamp attached) to;

Company Secretary


1768 Thai Summit Tower, 10th – 12th Floor and IT Floor, New Petchburi Road, Bang Kapi

Subdistrict, Huay Khwang District, Bangkok 10310

(2) E-mail: [email protected]

Any questions or suggestions, please contact :

1. Ms. Pornwisa Mangkit Tel : 092 246 3316

2. Mrs. Pimlapha Akkaranitiphonchai Tel : 061 423 6863

3. Ms. Ploypailin Yota Tel : 081 594 1685


Attachment No. 13

Documents required prior to attending the Shareholders’ Meeting,

Casting of Vote and Vote Counting Method

Shareholders who wish to self-attend the 2020 Annual General Meeting of Shareholders are required to

present the following documents at registration point before attending the Meeting:

1. For Shareholders who are Individual Persons

1.1 Shareholders who attend the Meeting in person are required to present the following documents:

(a) Registration Form, completely filled and duly signed by Shareholder.

(b) An official document issued by the Government Authorities e.g. the Identification Card,

passport (original copy – in case a foreign Shareholder), etc.

1.2 For Shareholders who appoint a proxy to attend the Meeting on their behalf:

(a) Proxy Form as provided with the Invitation of the Meeting, correctly and completely filled

and duly signed by the Proxy Grantor and the Proxy Holder.

(b) An official document of the Proxy Grantor issued by the Government Authorities, containing

details as in 1.1 above and duly signed as a certified true copy by the Proxy Grantor.

(c) An official document of the Proxy Grantor issued by the Government Authorities, containing

details as in 1.1 above and duly signed as a certified true copy by the Proxy Holder.

2. For Shareholders who are Juristic Persons

2.1 Shareholder’s authorized person as per the Certificate of Incorporation (hereinafter called the

“Representative”) who attend the Meeting in person, except for the case as in 2.2 below, is

required to present the following evidence:

(a) An official document of the Representative issued by the Government Authorities, containing

details as in 1.1 above and duly signed as a certified true copy by the Representative.

(b) A copy of the Certificate of Incorporation of Shareholder issued by Ministry of Commerce,

not longer than three months, certified by Shareholder’s authorized person with corporate

seal affixed (if any), containing therein a statement certifying that the Representative has

power to act on behalf of Shareholder.

2.2 For Shareholders who are Juristic Persons and appoint a Proxy to attend the Meeting on their

behalf:

(a) Proxy Form as provided with the Invitation of the Meeting, correctly and completely filled

and duly signed by the Representative as the Proxy Grantor and the Proxy Holder with

corporate seal affixed (if any).

(b) A copy of the Certificate of Incorporation of Shareholder, certified true copy by the

Representative with corporate seal affixed (if any), containing therein a statement certifying

that the Representative who has signed in the power of attorney has power to act on behalf

of Shareholder.

(c) A document of the Proxy Holder issued by state agency, containing details as in 1.1 above

and duly signed as a certified true copy by the Proxy Holder.

3. For foreign Shareholders, whether being Individual Persons or Juristic Persons, appointing a

Custodian in Thailand

The conditions in 1 and 2 above shall apply mutatis mutandis to Shareholders or Participants who are

non-Thai nationals or are juristic entities established under foreign laws, as the case may be, subject to

the following conditions:

(a) The Certificate of Incorporation may be issued by the Government Authorities of the

Country where that juristic entity is located, and must contain details such as name of the

juristic entity, person/s authorized to sign on behalf of the juristic entity, conditions or

restrictions on such power to sign, and address of its headquarters.

(b) The original non-English documents must be accompanied by English translation and must

be certified by the juristic entity’s Representative with corporate seal affixed (if any).

4. Shareholders may grant proxy to one of following Company’s Independent Director as their

Proxy;

1. Ms. Nilobon Tangprasit, or 2. Ms. Narumol Wangsatorntanakun, or

3. Mr. Chavalit Chindavanig

Please submit the completed Proxy Form together with all required documents, and return them to

Company Secretary for approval at least 1 day before the Meeting date.

5. Change of Shareholders’ Information: title, name, surname

Shareholders are required to present evidence of such change, issued by the Government Authorities,

at the registration point.

Remark:

1. The Company reserves the right to verify correctness and completeness of documents to ensure

right to attend the Meeting.

2. The registration process will start at least two hours before the Meeting.

Voting procedure and Vote Counting

1. One share represents one vote.

2. The attending Shareholders and Proxies with Form A or Form B are unable to divide their votes.

3. Proxies with Form C, specifically used by Shareholders living abroad and appointing a Custodian

in Thailand, are able to divide their votes.

4. In normal cases, Vote Counting is based on the majority vote of Shareholders who attend the

Meeting and cast their votes. If the number of votes are the same, the Chairman shall have an

additional vote as a casting vote.

5. In other cases where the laws or the Company's regulations provide differently from normal case,

the Meeting shall be convened accordingly and the Chairman of the Meeting shall inform

Shareholders in the Meeting before voting on each Agenda.

6. Agenda item which requires approval by the majority vote from Shareholders who attend and

cast their votes, the Company will only count the number of approval and disapproval votes

casted by Shareholders who attended the Meeting and voted, excluding the number of abstain

votes.

7. Agenda item which requires approval by the majority vote from Shareholders who attend and

cast their votes, the Company will only count the number of approval and disapproval votes

casted by Shareholders who attended the Meeting and voted, excluding the number of abstain

votes.

8. Agenda item which requires approval by not less than three-forth of total number of votes from

Shareholders who attend and cast their votes, the Company will only count the number of

approval and disapproval votes casted by Shareholders who attended the Meeting and voted,

excluding the number of abstain votes.

9. In the following cases, voting card shall be deemed void and not to be counted:

- There is no vote specified on voting card.

- Voting card has been crossed-out / amended to symbol or content filled without signature.

- There is more than one type of votes casted in the voting card of any Agenda (except for

vote casted by Custodian).

Important Document – Please bring this document on the Meeting date

Dear Chairman of the Board of Directors,

Shareholder Registration No.

Registration Form

The 2020 Annual General Meeting of Shareholders


Thursday, August 13, 2020 at 2 p.m.

at INET Hall, IT Floor,

1768 New Petchaburi Road, Bangkapi, Huay Khwang, Bangkok

I,_____________________________________ , Shareholder or Proxy of Internet Thailand Public

Company Limited and hold the Identification No. _______________________ have attended the

meeting as above information.

Sign _____________________________ Meeting Attendee

(_____________________________)

Attachment No. 14

Registration Procedure for the Annual General Meeting of Shareholders


Shareholders register at the register point

in front of INET Hall

IT Floor, Thai Summit Tower

Self-Attending

Present valid personal evidence

issued by Government Authorities

at the register point

Proxy

Present Proxy Form

and relevant documents

at the register point

Attend the Meeting

Opening the Meeting by Chairman at 2 p.m.

Chairman inform the Meeting Agenda

In each Agenda, only Shareholders who voted disapproval or abstention, be requested to

raise hands and vote on voting card with signature.

In each Agenda, Staff will collect voting card from Shareholders who

voted disapproval or abstention

The moderator informs the vote result

An Inspector (external lawyer) will

attend the Meeting to observe the

voting procedures in order to

ensure the transparency and

compliance with all related law and

regulations

Attachment No. 15

Profiles of the Independent Director

proposed by the Company to act as Proxy for Shareholders


Name: Ms. Nilobon Tangprasit

Position in the Company: Independent Director, Audit

Committee Member, and Nomination, Remuneration and

Corporate Governance Committee Member

Age: 60 Years

Address: 18 Soi Chokchai 4 Soi 41, Chokchai 4 Road,

Lat Phrao Subdistrict, Lat Phrao District, Bangkok

A special conflict of interest:

Agenda 1-11, no special conflict of interest

Name: Ms. Narumol Wangsatorntanakun

Position in the Company: Independent Director, Chairman

of Risk Management Committee and Audit Committee

Member

Age: 65 Years

Address: Thai Smart Card Company Limited, 27th Floor,

Silom Building, 191 Silom Road, Silom Subdistrict, Bangrak

District, Bangkok



Name: Mr. Chavalit Chindavanig

Position in the Company: Independent Director and Audit

Committee Member

Age: 56 Years

Address: 193 Soi Chaloemsuk, Chun Ka Sam Subdistrict,

Chatuchak District, Bangkok



Note: As specified in the AGM Checklist, the Independent Directors who will be appointed by Shareholders as proxies are subjected to

prove the conflict of interest in the Agendas of the Shareholders’ Meeting. For Example, having a special interest in the Agenda of the

election of directors because of being re-elected as a Director again.

Attachment No. 16

หนังสือมอบฉันทะ แบบ ข.

Proxy Form B.

(แบบที่กําหนดรายการตางๆ ที่จะมอบฉันทะที่ละเอียดชัดเจนและตายตัว)

(Form with fixed and specific details authorizing proxy)

เลขทะเบียนผูถือหุน เขียนที่ Shareholder Registration Number Written at

วันที่ เดือน พ.ศ. Date Month Year

(1) ขาพเจา สัญชาติ อยูเลขที่ ซอย I/We Nationality Residing/located at no. Soi

ถนน ตําบล/แขวง อาํเภอ/เขต จังหวัด Road Tambol/Subdistrict Amphur/District Province

รหัสไปรษณีย Postal Code

(2) เปนผูถือหุนของบริษัท อินเทอรเน็ตประเทศไทย จํากัด )มหาชน( (“บริษัทฯ”) being a shareholder of Internet Thailand Public Company Limited (“Company”)

โดยถือหุนจํานวนทั้งส้ินรวม หุน และออกเสียงลงคะแนนไดเทากับ เสียง ดังนี้ holding the total number of shares and have the rights to vote equal to votes as follows

หุนสามัญ หุน และออกเสียงลงคะแนนไดเทากับ เสียง Ordinary share shares and have the rights to vote equal to votes

หุนบุริมสิทธิ หุน และออกเสียงลงคะแนนไดเทากับ เสียง Preference share shares and have the rights to vote equal to votes

(3) ขอมอบฉันทะให (กรุณาเลือกขอใดขอหนึ่ง) hereby appoint (Please choose one of following)

1. ชื่อ อาย ุ ป อยูบานเลขที ่ Name age years residing/located at no.

ถนน ตําบล/แขวง อําเภอ Road Tambol/Subdistrict Amphur/District

จังหวัด รหัสไปรษณีย Province Postal Code

หรือ/Or

ชื่อ อาย ุ ป อยูบานเลขที่ Name age years residing/located at no.

ถนน ตําบล/แขวง อําเภอ Road Tambol/Subdistrict Amphur/District

จังหวัด รหัสไปรษณีย Province Postal Code

คนหนึ่งคนใดเพียงคนเดียว/anyone of these persons

กรณีเลือกขอ 1. กรุณาทําเครือ่งหมาย ที ่ 1. ระบุชือ่ผูรับมอบอํานาจ If you make proxy by choosing No.1, please mark at 1. and give the details of proxy (proxies).

(ปดอากรแสตมป 20 บาท) (Please attach stamp duty of Baht 20)

2. มอบฉันทะใหกรรมการอิสระคนใดคนหนึ่งของบริษัทฯ คือ

Appoint any one of the following members of the Independent Directors of the Company

นางสาวนิโลบล ต้ังประสิทธิ ์Ms. Nilobon Tangprasit หรือ/or

นางสาวนฤมล วังศธรธณคุณ Ms. Narumol Wangsatorntanakun หรือ/or

นายชวลิต จินดาวณิค Mr. Chavalit Chindavanig

(รายละเอียดประวัติกรรมการอิสระปรากฏตามส่ิงที่สงมาดวยลําดับที่ 15 ของหนังสือเชิญประชุม

สามัญผูถือหุน ประจําป 2563) (Profiles of the Independent Directors of the Company

are specified in the Attachment No. 15 of the Notice of the 2020 Annual General

Meeting of Shareholders)

ท้ังน้ี ในกรณีท่ีกรรมการอิสระผูรับมอบฉันทะคนใดคนหนึ่งไมสามารถเขาประชุมได ใหกรรมการอิสระที่เหลือเปนผูรับมอบฉันทะแทนกรรมการอิสระ

ที่ไมสามารถเขาประชุม

In this regard, in the case where any of such members of the Independent Directors is unable to attend the Meeting, the other

members of the Independent Directors shall be appointed as a proxy instead of the member of the Independent Directors

who is unable to attend the Meeting.

เปนผูแทนของขาพเจาเพื่อเขาประชุมและออกเสียงลงคะแนนแทนขาพเจาในการประชุมสามัญผูถือหุน ประจําป 2563 ในวันพฤหัสบดีที่

13 สิงหาคม 2563 เวลา 14.00 น. ณ หองประชุมไอเน็ตฮอลล ชั้น IT บริษัท อินเทอรเน็ตประเทศไทย จํากัด (มหาชน) อาคารไทยซัมมิท

ทาวเวอร เลขที่ 1768 ถนนเพชรบุรีตัดใหม แขวงบางกะป เขตหวยขวาง กรุงเทพมหานคร หรือที่จะพึงเล่ือนไปในวัน เวลา และสถานที่อื่นดวย

as my/our proxy (“proxy”) to attend and vote on my/our behalf at the 2020 Annual General Meeting of Shareholders on

Thursday, August 13, 2020 at 2 p.m. at INET Hall, IT Floor, Thai Summit Tower, Internet Thailand Public Company Limited, 1768

New Petchburi Road, Bang Kapi Subdistrict, Huay Khwang District, Bangkok, or such other date, time and place as the Meeting may

be held.

(4) ขาพเจาขอมอบฉันทะใหผูรับมอบฉันทะออกเสียงลงคะแนนแทนขาพเจาในการประชุมคร้ังนี้ ดังนี้

In this Meeting, I/we grant my/our proxy to consider and vote on my/our behalf as follows:

(ก) ใหผูรับมอบฉันทะมีสิทธพิิจารณาและลงมติแทนขาพเจาไดทุกประการตามทีเ่ห็นสมควร

(a) The proxy shall have the right on my/our behalf to consider and approve independently as it deems appropriate.

(ข) ใหผูรับมอบฉันทะออกเสียงลงคะแนนตามความประสงคของขาพเจา ดังนี้

(b) To grant my/our proxy to vote as per my/our desire as follows:

วาระที ่1 เรื่องประธานแจงเพ่ือทราบ (ถาม)ี

Agenda 1 Chairman of the Board of Directors reports to the shareholders. (If any)

(ไมมีการลงคะแนนเสียงในวาระนี้ / No Casting of votes on this agenda item is required.)

วาระที่ 2 พิจารณารับรองรายงานการประชมุสามัญผูถือหุนประจําป 2562 ซ่ึงประชุมเมื่อวันที่ 24 เมษายน 2562

Agenda 2 To consider and adopt the Minutes of the 2019 Annual General Meeting of Shareholders held on April 24, 2019

ใหผูรับมอบฉันทะมีสิทธพิิจารณาและลงมติแทนขาพเจาไดทุกประการตามที่เหน็สมควร

The proxy shall have the right on my/our behalf to consider and approve independently as it deems

appropriate.

ใหผูรับมอบฉันทะออกเสียงลงคะแนนตามความประสงคของขาพเจา ดังนี้

The proxy shall have the right to approve in accordance with my/our intention as follows:

เห็นดวย ไมเห็นดวย งดออกเสียง

Approve Disapprove Abstain

กรณเีลือกขอ 2. กรุณาทําเครื่องหมาย ที่ 2. และเลือกกรรมการอิสระคนใดคนหนึ่ง If you make proxy by choosing No. 2, please mark at 2. and choose one of these members of the Independent Directors.

วาระที่ 3 รับทราบรายงานคณะกรรมการบริษัทเก่ียวกับผลการดําเนินงานประจําป 2562

Agenda 3 To acknowledge the Board of Director's Report regarding to the Company's Operating Results for 2019

(ไมมีการลงคะแนนเสียงในวาระนี้ / No Casting of votes on this agenda item is required.)

วาระที่ 4 พิจารณาอนุมัติงบการเงินประจําปสิ้นสุด ณ วันที่ 31 ธันวาคม 2562 ซ่ึงผานการตรวจสอบจากผูสอบบัญชี

Agenda 4 To consider and approve the Financial Statements and Auditor’s Report for the year ended December 31, 2019,

audited by the Certified Public Accountant



appropriate.





วาระที่ 5 พิจารณาจัดสรรกําไรสุทธิเปนทุนสํารองตามกฎหมายและงดจายเงินปนผลสําหรับผลประกอบการประจําป 2562

Agenda 5 To consider and approve the allocation of net profit to be a reserve fund and no dividend payment



appropriate.





วาระที่ 6 พิจารณาเลือกตั้งกรรมการแทนกรรมการที่ออกตามวาระประจําป 2563

Agenda 6 To consider the election of Director in replacement of director who is retiring by rotation for the Year 2020



appropriate.





การเลือกต้ังกรรมการเปนรายบุคคล ดังรายนามตอไปนี้

The election of the individual director, namely;

1. ดร.ณรงค ศิริเลิศวรกุล / 1. Dr. Narong Sirilertworakul

เห็นดวย

Approve

ไมเห็นดวย

Disapprove

งดออกเสียง

Abstain

2. ศ.กิตติคุณ ดร.อัจฉรา จันทรฉาย / 2. Prof. Emeritus Achara Chandrachai, Ph.D.


Approve


Disapprove


Abstain

3. นางสาวธันวดี วงศธีรฤทธิ ์/ 3. Ms. Tanwadee Wongterarit


Approve


Disapprove


Abstain

4. นายสหัส ตรีทิพยบุตร / 4. Mr. Sahas Treetipbut


Approve


Disapprove


Abstain

วาระที่ 7 พิจารณาอนุมัติการกําหนดคาตอบแทนกรรมการ

Agenda 7 To approve the remuneration for the Company’s Directors



appropriate.





วาระที่ 8 พิจารณาแตงตั้งผูสอบบัญชีและกําหนดคาสอบบัญชีประจําป 2563

Agenda 8 To approve the appointment of the Company's Auditors and fixing the audit fee for the Year 2020



appropriate.





วาระที่ 9 พิจารณาอนุมัติใหบริษัทฯ ดําเนินการจัดตั้งทรัสตเพ่ือการลงทุนในอสังหาริมทรัพย (“กองทรัสต”) และพิจารณาอนุมัติใหบริษัทฯ

เขาทําธุรกรรมกับกองทรัสต (“ธุรกรรมกองทรัสต”) Agenda 9 To consider and approve the Company to establish the Real Estate Investment (the “REIT”) and to

approve the Company to enter into transactions with the REIT (the “REIT Transactions”)

วาระที่ 9.1 พิจารณาอนุมัติการเขาทํารายการจําหนายไปซ่ึงสินทรัพย

Agenda 9.1 To consider and approve the Disposal of Assets Transaction



appropriate.





วาระที่ 9.2 พิจารณาอนุมัติการเขาทํารายการไดมาซ่ึงสินทรัพย

Agenda 9.2 To consider and approve the Acquisition of Assets Transaction



appropriate.





วาระที่ 9.3 พิจารณาอนุมัติใหบริษัทฯ และ/หรือ บริษัทยอยเขาทําสัญญาและลงนามในเอกสารใดๆ ที่เก่ียวของกับธุรกรรมกองทรัสต

Agenda 9.3 To consider and approve the Company and/or its subsidiaries to enter into and sign on the agreement and other

relevant documents relating to the REIT Transactions.



appropriate.





วาระที่ 9.4 พิจารณาอนุมัติใหคณะกรรมการบริษัท และ/หรือ บุคคลที่ไดรับมอบหมายจากคณะกรรมการบริษัท มีอํานาจในการพิจารณา

เจรจา อนุมัติ ลงนาม และ/หรือดําเนินการใดๆ ที่จําเปนและเก่ียวของกับธุรกรรมกองทรัสต

Agenda 9.4 To consider and approve the Board of Directors and/or its Designees to obtain authorization to consider,

negotiate, approve, sign and/or take any necessary actions that relating to the REIT Transactions.



appropriate.





วาระที่ 10 พิจารณาอนุมัติแกไขเพ่ิมเติมวัตถุประสงคของบริษัท และแกไขเพ่ิมเติมหนังสือบริคณหสนธิ ขอ 3 เพ่ือใหสอดคลองกับการแกไข

เพ่ิมเติมวัตถุประสงคของบริษัท

Agenda 10 To approve the amendment of the Company's objectives and Article 3 of the Memorandum of Association.



appropriate.





วาระที ่11 พิจารณาเรื่องอ่ืน ๆ (ถามี)

Agenda 11 Other matters. (If any)

(5) การลงคะแนนเสียงของผูรับมอบฉันทะในวาระใดที่ไมเปนไปตามที่ระบุไวในหนังสือมอบฉันทะนี้ ใหถือวาการลงคะแนนเสียงนั้นไมถูกตองและ

ไมใชเปนการลงคะแนนเสียงของขาพเจาในฐานะผูถือหุน

If the proxy does not vote consistently with my/our voting intentions as specified herein, such vote shall be deemed

incorrect and is not made on my/our behalf as the Company’s shareholders.

(6) ในกรณีที่ขาพเจาไมไดระบุความประสงคในการออกเสียงลงคะแนนในวาระใดไวหรือระบุไวไมชัดเจนหรือในกรณีที่ที่ประชุมมีการพิจารณา

หรือลงมติในเร่ืองใดนอกเหนือจากเร่ืองที่ระบุไวขางตน รวมถึงกรณีที่มีการแกไขเปล่ียนแปลงหรือเพิ่มเติมขอเท็จจริงประการใด ใหผูรับมอบ

ฉันทะมีสิทธิพิจารณาและลงมติแทนขาพเจาไดทุกประการตามที่เห็นสมควร

In the event that I/we have not specified my/our voting intention on any agenda item or have not clearly specified or

in case the Meeting considers or passes resolutions in any matters other than those specified above, including in case

there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf

as he/she may deem appropriate in all respects.

กิจการใดที่ผูรับมอบฉันทะไดกระทําไปในการประชุม เวนแตกรณีที่ผูรับมอบฉันทะไมออกเสียงตามที่ขาพเจาระบุในหนังสือมอบฉันทะใหถือ

เสมือนวาขาพเจาไดกระทําเองทุกประการ

Any acts performed by the proxy in this Meeting, except in the event that the proxy does not vote consistently with

my/our voting intentions as specified herein, shall be deemed to be the actions performed by myself/ourselves.

ลงชื่อ/Signed …………………………………………...ผูมอบฉันทะ/Grantor

(...…………………...…………………….)

ลงชื่อ/ Signed …………………………………………...ผูรับมอบฉันทะ/Proxy

(...…………………...…………………….)


(...…………………...…………………….)


(...…………………...…………………….)

หมายเหต/ุRemarks

1. ผูถือหุนที่มอบฉันทะจะตองมอบฉันทะใหผูรับมอบฉันทะเพียงรายเดียวเปนผูเขาประชุมและออกเสียงลงคะแนน ไมสามารถแบงแยกจํานวนหุนให

ผูรับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได

Shareholder appointing the proxy shall appoint only one proxy to attend the Meeting and cast a vote. Shareholder cannot

split his/her votes to different proxies to vote separately.

2. ในกรณีท่ีมีวาระที่จะพิจารณาในการประชุมมากกวาวาระที่ระบุไวขางตน ผูมอบฉันทะสามารถระบุเพิ่มเติมไดในใบประจําตอแบบหนังสือมอบ

ฉันทะแบบ ข. ตามแนบ

In case where the statement exceeds those specified above, additional details may be specified in the Attachment to this

Proxy Form B. provided.

ใบประจาํตอแบบหนังสือมอบฉันทะแบบ ข.

Attachment to Proxy Form B.

การมอบฉันทะในฐานะเปนผูถือหุนของบริษัท อินเทอรเน็ตประเทศไทย จํากัด )มหาชน(

A proxy is granted by a shareholder of Internet Thailand Public Company Limited

ในการประชุมสามัญผูถือหุนประจําป 2563 ในวันพฤหัสบดีที่ 13 สิงหาคม 2563 เวลา 14.00 น. ณ หองประชุมไอเน็ตฮอลล ชั้น IT บริษัท อินเทอรเน็ต

ประเทศไทย จํากัด (มหาชน) อาคารไทยซัมมิท ทาวเวอร เลขที่ 1768 ถนนเพชรบุรีตัดใหมแขวงบางกะป เขตหวยขวาง กรุงเทพมหานคร หรือที่จะพึง

เล่ือนไปในวัน เวลา และสถานที่อื่นดวย

At the 2020 Annual General Meeting of Shareholders on Thursday, August 13, 2020 at 2 p.m. at INET Hall, IT Floor, Thai Summit

Tower, Internet Thailand Public Company Limited, 1768 New Petchburi Road, Bang Kapi Subdistrict, Huay Khwang District,

Bangkok, or such other date, time and place as the Meeting may be held.

วาระที ่ เรื่อง

Agenda Re :



appropriate.






Agenda Re :



appropriate.






Agenda Re :



appropriate.






Agenda Re :



appropriate.






Agenda Re :



appropriate.






Agenda Re :



appropriate.





ลงชื่อ/Signed …………………………………………...ผูมอบฉันทะ/Grantor

(...…………………...…………………….)


(...…………………...…………………….)


(...…………………...…………………….)


(...…………………...…………………….)

Attachment No. 17

QR Code Downloading Procedures for the 2019 Annual Report

The Thailand Securities Depository Company Limited, as a securities registrar under the Stock

Exchange of Thailand, has developed a system which allows SET Listed Companies to send to

Shareholders documents regarding the General Meeting of Shareholders and the 2019 Annual Report in

the form of E-books accessible through QR Code, thus allowing the shareholders to access the

information with ease.

The aforementioned documents can be downloaded from the QR Code (as shown in Attachment

No. 17) by following the steps below.

For iOS System (iOS 11 and above)

1. Turn on the mobile camera.

2. Turn the mobile camera to the QR Code to scan it.

3. The notification will appear on top of the screen. Click on the notification to access

documents regarding the Meeting.

Remark: If the notification does not appear on the mobile phone, the QR Code can be scanned

with other applications such as QR CODE READER, Facebook or Line.

For Android System

1. Open applications such as QR CODE READER, Facebook or Line.

How to scan the QR Code with Line application

Open Line application and click on "Add friend" → Choose "QR Code" → Scan the

QR Code

2. Scan the QR Code to access documents regarding the meeting.

Attachment No. 18

Map of Meeting Place

INET Hall, IT Floor, Internet Thailand Public Company Limited

0-2257-7000 I [email protected] I INETclub

บริษัท อินเทอรเน็ตประเทศไทย จํากัด (มหาชน)

1768 อาคารไทยซัมมิท ทาวเวอร ชั้น 10-12 และชัน้ IT

ถนนเพชรบุรีตัดใหม แขวงบางกะป เขตหวยขวาง

กรุงเทพมหานคร 10310


1768 Thai Summit Tower, 10th-12th Floor and IT Floor,

New Petchburi Road, Bang Kapi Subdistrict, Huay Khwang District,

Bangkok 10310