Amendments of the Articles of Association of the Company


BackMay 20, 2009

TOTAL ACCESS COMMUNICATION PLC.
Investor Release

IR 0017/2009
19 May 2009

Re: Amendments of the Articles of Association of the Company
To: The President of the Stock Exchange of Thailand

We, Total Access Communication Public Company Limited (the "Company"), refer to the resolution passed at the Annual General Meeting of the Shareholders 2009, which was held on 30 April 2009, approving the amendments to Article 5, Article 10, Article 12 and Article 51 of the Articles of Association of the Company. We would like to announce that the Company has completed the registration of the amendments to the above Articles of Association of the Company with the Department of Business Development, Ministry of Commerce, on 18 May 2009.

The amended Articles read as follows:

Article 5 All shares of the Company shall be ordinary shares. Payment for new shares shall either be made in cash or in kind as approved by a meeting of shareholders of the Company. The share certificate of the Company shall bear the shareholders' names. The Company may issue preference shares, debentures, convertible debentures or any other securities as permitted by law. The Company shall convert the convertible debentures or preference shares under the provisions of laws.

Article 10 The Company shall not own its own shares or accept the pledge of its own shares, except for the following circumstances:
  1. The Company may repurchase shares from the shareholders who voted against the resolution of the meeting of shareholders amending the Articles of Association relating to the right to vote and the right to receive dividend, where the shareholders consider that they are not treated fairly.
  2. The Company may repurchase shares for financial management purposes when the Company has retained earnings and surplus liquidity and such share repurchase does not cause a financial problem to the Company.

Any share repurchase must be approved by a meeting of shareholders, except in the case where the Company repurchases shares not exceeding 10 per cent. of its paid-up capital, which, in such case, requires only approval from the Board of Directors of the Company.

The repurchased shares held by the Company shall not be counted towards a quorum in a meeting of shareholders, neither are they entitled to vote nor receive dividends.

The shares repurchased under the first paragraph above shall be sold by the Company within the time prescribed in the relevant ministerial regulations. If all are not sold within the time so prescribed, the Company shall reduce its paid-up capital by cancelling the shares that are not sold.

The share repurchase under the first paragraph, the selling of the shares and the cancellation of the shares under the fourth paragraph shall be in accordance with the applicable rules and regulations as well as the applicable criteria and procedures.

Article 12

In any general meeting of shareholders, a person who has the right to vote shall be a shareholder whose name is recorded in the shareholder register as of the date determined by the Board of Directors and the amount of shares which each shareholder has the right to vote shall be in accordance with the shareholder register as of the same date. In this regard, the right of such person shall not be affected even though the information in the shareholder register as of the date of the shareholders' meeting has changed.

The date determined by the Board of Directors under the first paragraph shall not exceed 2 months prior to the date of the shareholders' meeting.

Article 51

In the event that the Company or its subsidiaries enter into a connected transaction or a transaction which is relevant to the acquisition or disposal of the assets of the Company or its subsidiaries, the Company shall comply with the applicable rules and regulations, including those of the Singapore Exchange Securities Trading Limited.

Please be informed accordingly,

Yours faithfully,

(Mr. Premon Pinskul)
Deputy Chief Financial Officer
Total Access Communication Public Company Limited

Attachments

  • dtac_200520009_e.pdf (Size: 39,706 bytes)