News Detail

                Resolution of securities holders

Subject                                  : Unit-holders' resolution
Meeting date                             : 23-Nov-2017
Meeting's resolution                     : Approved
Remark                                   :
JorTor 11 - 600432
        23 November 2017
To:     The President
    The Stock Exchange of Thailand
Re:        Notification of Resolutions of the Unitholders' Meeting No. 1/2017
        Digital Telecommunications Infrastructure Fund
The meeting of unitholders of Digital Telecommunications Infrastructure Fund 
(the "Fund") No. 1/2017 held on 23 November 2017 at 9.31 a.m. at Bangkok
Convention Centre A1, 22th floor, Centara Grand Hotel at Central World, 999/99
Rama 1 Road, Pathumwan, Bangkok. While opening the meeting, having the total
number of unitholders attending the meeting in person and by proxy being 1,619
persons holding altogether 3,643.768,566 investment units equivalent to 62.7371
percent of the total number of issued investment units of the Fund
(5,808,000,000 investment units) has passed resolutions which can be summarized
as follows:
Agenda 1    Approved investment in the Additional Telecom Infrastructure Assets No.
 2 and the Additional Telecom Infrastructure Assets No. 3
SCB Asset Management Company Limited (the "Management Company") informed the 
meeting that all of the 6 sub-agendas of this Agenda 1 were related and
interconnected and were of importance to the additional investment by the Fund.
The Management Company informed that the Management Company may not be able to
invest in the Additional Telecom Infrastructure Assets No. 2 and the Additional
Telecom Infrastructure Assets No. 3 if any of the sub-agendas was not approved
by the meeting.
In addition, since some of the sub-agendas of this Agenda 1 involved the entry 
into transaction with companies within the group of True Corporation Public
Company Limited ("TRUE") which is the related person of the Fund, for
transparency, the Management Company required that a resolution of the meeting
of the unitholders for all of the sub-agendas of the Agenda 1 be obtained with
votes of not less than three-fourth of the total number of investment units
represented by the unitholders attending and voting at the meeting  and the
counting of votes did not include a number of investment units represented by
unitholders having special interests in the investment in the Additional Telecom
Infrastructure Assets No. 2 and the Additional Telecom Infrastructure Assets
No. 3.
Agenda 1.1     Approved investment in the Additional Telecom Infrastructure Assets 
No. 2 and the Additional Telecom Infrastructure Assets No. 3
The meeting has passed the resolutions to approve the Fund to invest in the 
Additional Telecom Infrastructure Assets No. 2 and the Additional Telecom
Infrastructure Assets No. 3, which is an entry into a transaction with a related
person as proposed in all respects, with the number of affirmative votes of
2,115,871,647 investment units out of the total number of investment units held
by the unitholders attending the meeting and having the right to vote of
2,263,702,047 units, or equivalent to 93.4695 percent of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote. For vote counting in this Agenda, the Management Company excluded
the vote of TRUE which is the parent company of the transferor, the lessor or
the grantor of the additional infrastructure business assets and the unitholder
having special interests in the investment in the additional infrastructure
business assets pursuant to the Notification of the Capital Market Supervisory
Board No. ThorNor. 1/2554 Re: Rules, Conditions and Procedures for Establishment
and Management of Infrastructure Funds dated 10 January 2011, as amended
("ThorNor. 1/2554 Notification"). In this regard, as of 18 October 2017, TRUE
holds 1,632,790,800 units which are equivalent to 28.11 percent of the total
number of issued investment units. In addition, for transparency, management of
TRUE involving in the negotiation of the transaction of investment in the
additional infrastructure business assets and the asset manager of the Fund
waived their right to attend the meeting as the unitholders and right to vote
(in this Agenda, there were unitholders who casted dissenting votes in a number
of 28,142,800 units, abstained their votes in a number of 119,649,800 units and
with invalid ballot in a number of 37,800 units). The details of which are as
summarized below:
Investment in the Additional Telecom Infrastructure Assets No. 2
The Fund will invest in the Additional Telecom Infrastructure Assets No. 2 which
 comprise:
(a)    Right to receive net revenue derived from the lease of approximately 149 
telecommunications towers and other relevant passive telecommunications
infrastructure (if any) owned by Asia Wireless Communication Company Limited
("AWC"), including ownership in such telecommunications towers upon fulfillment
of terms and conditions to be determined in the asset and revenue sale and
transfer agreement;
(b)    Ownership in 350 completed and ready-for-operation telecommunications towers
 of True Move H Universal Communication Company Limited ("TUC");
(c)    Ownership in the fiber optic cables ("FOC") currently used for provision of 
mobile services in provincial areas (FOC Mobile Access UPC) with approximate
distance of 1,113 kilometres (or approximately 62,594 core kilometres) of TUC;
(d)    Ownership in the core fiber optic cables ("Core FOC") currently used for 
provision of mobile and internet services in Bangkok Metropolitan Area (Core
Network BMA) with approximate distance of 542 kilometres (or approximately
117,147 core kilometres) of True Move Company Limited ("TMV");
(e)    Long-term leasehold of approximately 30 years of FOC currently used for FTTx
system ("FOC for FTTx") for provision of internet and broadband internet
services in Bangkok Metropolitan Area with approximate distance of 670
kilometres (or approximately 80,014 core kilometres) from True Internet
Corporation Company Limited ("TICC"), including call option of the FOC for FTTx
upon the expiration of the lease term and fulfillment of terms and conditions to
be determined in the long-term lease agreement, with the exercise price for the
 purchase of the ownership in such assets being Baht 200 million.
The total value of the investment in the Additional Telecom Infrastructure 
Assets No. 2 is Baht 12,898 million (including expenses for acquiring the
assets, e.g., professional fees, taxes, duties, etc.). Two independent
appraisers have been appointed by the Fund to appraise the value of the
Additional Telecom Infrastructure Assets No. 2, namely, Discover Management
Company Limited and Silom Advisory Company Limited. As of 19 September 2017,
Discover Management Company Limited has appraised the value of the Additional
Telecom Infrastructure Assets No. 2 by applying the income approach which is the
discounted cash flow method (DCF), and the appraised value is in the range of
Baht 11,995.04 million to Baht 12,975.83 million. As of 19 September 2017, Silom
Advisory Company Limited has appraised the value of the Additional Telecom
Infrastructure Assets No. 2 by applying the income approach which is the
discounted cash flow method (DCF), and the appraised value is in the range of
Baht 12,144.90 million to Baht 13,173.57 million. Initially, the investment is
expected to be completed within the year 2017. In the case that the investment
in the Additional Telecom Infrastructure Assets No. 2 does not occur within 1
year from the date on which the independent appraisers above conduct the
appraisal of the Additional Telecom Infrastructure Assets No. 2, the Fund will
engage two independent appraisers which may be the same or different appraisers
to re-valuate the Additional Telecom Infrastructure Assets No. 2 in accordance
with the rules prescribed under the ThorNor. 1/2554 Notification
The investment in the Additional Telecom Infrastructure Assets No. 2 comprises 
the entry into the transactions with AWC, TUC, TMV and TICC which are considered
the related persons of the Fund by virtue of the definition of the term
prescribed under the ThorNor. 1/2554 Notification, and the Notification of the
Office of the Securities and Exchange Commission (the "SEC") No. SorThor.
14/2558 Re: Rules on Protection and Management of Conflict of Interest dated 7
April 2015, as amended, ("SorThor. 14/2558 Notification") (which in this case
are the persons whose major shareholder is a major unitholder of the Fund, that
is, the unitholder which holds investment units of more than 10 per cent of the
total issued investment units of the Fund), due to the fact that AWC, TUC, TMV
and TICC are the subsidiaries of TRUE. As of 15 September 2017, TRUE holds
(directly and indirectly) 100.00, 100.00, 99.70 and 100.00 per cent of the total
number of issued shares of AWC, TUC, TMV and TICC, respectively; and TRUE is a
major unitholder of the Fund, holding 28.11 per cent of the total issued
investment units of the Fund as of 18 October 2017.
Based on the foregoing information, the investment in the Additional Telecom 
Infrastructure Assets No. 2 is an entry into a transaction with a related person
which constitutes the additional acquisition of infrastructure business assets.
The total transaction size of the acquisition of the Additional Telecom
Infrastructure Assets No. 2 will be 14.29 per cent of the net asset value of the
Fund which is more than 3 per cent of the net asset value of the Fund, which,
as of 30 September 2017, is amounted to Baht 90,234.60 million; therefore, the
entry into such transaction requires that the resolution of a meeting of the
unitholders of the Fund be obtained pursuant to the ThorNor. 1/2554
Notification.
In addition, the Management Company also prepares the projections of the 
financial information which reflect the investment in the Additional Telecom
Infrastructure Assets No. 2 for the projection period from 1 January 2018 to 31
December 2018.
 Source of funds for this investment in the Additional Telecom Infrastructure 
Assets No. 2 will be the credit facilities in an amount of Baht 12,898 million
to be provided by a group of banks and/or financial institutions, which,
initially, comprises Bangkok Bank Public Company Limited and/or Krungthai Bank
Public Company Limited and/or Siam Commercial Bank Public Company Limited ("Siam
Commercial Bank"), subject to internal approvals of the respective banks and/or
financial institutions. At present, Siam Commercial Bank holds more than 10 per
cent of total issued shares of the Management Company, that is, 99.99 per cent
of total issued shares of the Management Company; thus, Siam Commercial Bank is
a related person of the Fund according to ThorNor. 1/2554 Notification and
SorThor. 14/2558 Notification.
The conditions of the credit facilities that the Fund will agree with the group 
of banks and/or financial institutions will be similar to those of credit
facilities provided to most creditworthy borrowers of most commercial banks in
Thailand and will be in accordance with the same commercial terms as those an
ordinary person would agree with any unrelated counterparty under the similar
circumstances (arm's length terms). In respect of the Fund's obtaining the
credit facilities, the Fund's debt to equity ratio will be no more than 3 times.
Obtaining the credit facilities by the Management Company on behalf of the Fund
will be in accordance with the borrowing policy of the fund scheme, and the
liability of the Fund under such credit facilities agreement shall not exceed
the value of the Fund's assets. Some of the key terms and conditions of the
credit facilities initially include:
?    Total credit facilities are amounted to Baht 12,898 million with the single 
repayment date which is 5 years from the drawdown date. The Fund is obliged to
comply with the conditions prescribed in the credit facilities agreement, namely
to maintain certain prescribed financial conditions. To the extent that the
increase of capital and offering of new investment units for the investment in
the Additional Telecom Infrastructure Assets No. 3 is successful, the relevant
financial conditions of the Fund will be in compliance with the conditions under
the credit facilities agreement. If the increase of capital and offering of new
investment units for the investment in the Additional Telecom Infrastructure
Assets No. 3 is not successful, the Fund will use its effort to proceed with
other ways to comply with such conditions. For instance, the Fund may partially
increase its capital and offer for sale of its new investment units (i.e. not in
entire number as approved by the unitholders) and/or repay the loan amount in
instalment and/or negotiate with the group of banks and/or financial
institutions to revise the prescribed financial conditions to be in consistent
with the cash flow from operation and capital structure of the Fund.
?    Prepayment is permitted in certain events as prescribed in the credit 
facilities agreement, such as change in laws which renders the lenders being no
longer able to provide credit facilities to the Fund or the damage of the
infrastructure assets of the Fund, in whole or in substantial part, etc.;
?    Agreement to undertake certain actions (i.e. positive undertakings), e.g., 
delivery of data and documents, procurement of insurance, compliance with
relevant laws and agreements, setting reserves for repayment of the loan or
obligations maintenance of financial ratios as prescribed in the credit
facilities agreement, etc.;
?    Agreement not to undertake certain actions (i.e. negative undertakings), 
unless permitted under the credit facilities agreement, e.g., undertaking not to
sell, dispose, transfer or incur any encumbrances on the Additional Telecom
Infrastructure Assets, undertaking not to further incur indebtedness,
undertaking not to amend, change or waive the rights under the agreements or
documents in relation to the acquisition of the Additional Telecom
Infrastructure Assets and the relevant lease agreement, etc.;
?    Restrictions and conditions relating to payment of dividends or capital 
decrease; and
?    Events of default, e.g., default on payments, misrepresentation, failure to 
comply with positive or negative undertakings, being brought into litigation
proceedings, insolvency, bankruptcy, default on other obligations of the Fund in
 the case of the material adverse change, etc.
Before the due date of the loan repayment in the fifth year from the drawdown 
date, the Fund will prepare for other appropriate sources of funds to repay the
loan taken into account the then capital structure of the Fund. In this regard,
the Fund may consider using any or a combination of obtaining loan from
commercial banks or issuing of debt instruments (which is still prohibited under
current securities laws) and/or capital increase and/or cash from operation (in
case the Fund is unable to find other sources of funds to fully repay the
loan), in which case might negatively affect dividends to be distributed to the
unitholders at the time of the loan repayment.
Conditions for investment in the Additional Telecom Infrastructure Assets No. 2
Investment in the Additional Telecom Infrastructure Assets No. 2 by the Fund is 
subject to fulfilment of the following conditions:
?    The meeting of unitholders resolves to approve the investment in the 
Additional Telecom Infrastructure Assets No. 2;
?    Negotiation and agreement with relevant parties in connection with the entry 
into the agreements related to the investment in the Additional Telecom
Infrastructure Assets No. 2 and seeking of benefits from such assets;
?    Negotiation and agreement with a group of banks and/or financial institutions 
in relation to the credit facilities to fund the investment in the Additional
Telecom Infrastructure Assets No. 2;
Investment in the Additional Telecom Infrastructure Assets No. 3
The Fund will invest in the Additional Telecom Infrastructure Assets No. 2 which
 comprise:
(a)    Ownership in the telecommunications towers of TUC of approximately 2,589 
towers to be completed, ready-for-operation and delivered within 2018;
(b)    Ownership in FOC currently used for provision of mobile services in 
provincial areas with approximate distance of 8,017 kilometres (or approximately
 252,006 core kilometres) of TUC;
(c)    Ownership in Core FOC currently used for provision of mobile and internet 
services in Bangkok Metropolitan Area with approximate distance of 546
kilometres (or approximately 117,871 core kilometres) of TMV;
(d)    Ownership in FOC for FTTx currently used for provision of internet and 
broadband internet services in provincial areas with approximate distance of
5,933 kilometres (or approximately 220,428 core kilometres) of TMV;
(e)    Long-term leasehold of approximately 30 years of FOC for FTTx currently used
for provision of internet and broadband internet services in Bangkok
Metropolitan Area with approximate distance of 12,872 kilometres (or
approximately 619,986 core kilometres) of TICC, including call option of the FOC
for FTTx upon the expiration of the lease term and fulfillment of terms and
conditions to be determined in the long-term lease agreement, with the exercise
price for the purchase of the ownership in such assets being Baht 1,300 million.
The total value of the investment in the Additional Telecom Infrastructure 
Assets No. 3 will not exceed Baht 58,000 million (including expenses for
acquiring the assets, e.g., professional services fees, taxes, duties, etc.).
Two independent appraisers have been appointed by the Fund to appraise the value
of the Additional Telecom Infrastructure Assets No. 3, namely, Discover
Management Company Limited and Silom Advisory Company Limited. As of 19
September 2017, Discover Management Company Limited has appraised the value of
the Additional Telecom Infrastructure Assets No. 3 by applying the income
approach which is the discounted cash flow method (DCF), and the appraised value
is in the range of Baht 54,141.65 million to Baht 58,906.93 83 million. As of
19 September 2017, Silom Advisory Company Limited has appraised the value of the
Additional Telecom Infrastructure Assets No. 3 by applying the income approach
which is the discounted cash flow method (DCF), and the appraised value is in
the range of Baht 54,369.99 million to Baht 59,014.79 million. In the case that
the investment in the Additional Telecom Infrastructure Assets No. 3 does not
occur within 1 year from the date on which the independent appraisers above
conduct the appraisal of the Additional Telecom Infrastructure Assets No. 3, the
Fund will engage two independent appraisers which may be the same or different
appraisers to re-valuate the Additional Telecom Infrastructure Assets No. 3 in
accordance with the rules prescribed under the ThorNor. 1/2554 Notification.
The investment in the Additional Telecom Infrastructure Assets No. 3 comprises 
the entry into the transactions with TUC, TMV and TICC which are considered the
related persons of the Fund based on the foregoing information; therefore, the
investment in the Additional Telecom Infrastructure Assets No. 3 is an entry
into a transaction with a related person which constitutes the additional
acquisition of infrastructure business assets. The total transaction size of the
acquisition of the Additional Telecom Infrastructure Assets No. 3 will not more
than 64.28 per cent of the net asset value of the Fund which is more than 3 per
cent of the net asset value of the Fund, which, as of 30 September 2017, is
amounted to Baht 90,234.60 million; therefore, the entry into the acquisition
transaction requires that the resolution of a meeting of the unitholders of the
Fund be obtained pursuant to the ThorNor. 1/2554 Notification.
In addition, the Management Company also prepares the projections of the 
financial information which reflect the investment in the Additional Telecom
Infrastructure Assets No. 3 for the projection period from 1 July 2018 to 30
June 2019.
Regarding the financing of this investment in the Additional Telecom 
Infrastructure Assets No. 3, the Management Company will obtain part of the
funds from credit facilities from a group of banks and/or financial
institutions. Another part of the funds will be the proceeds from the capital
increase and offering of new investment units of the Fund. The Management
Company will obtain credit facilities of up to Baht 2,000 million on behalf of
the Fund from the group of banks and/or financial institutions; and will proceed
with the capital increase of the Fund's registered capital in the amount of not
exceeding Baht 43,000 million, from Baht 58,080 million at a par value of Baht
10 per unit, to up to Baht 101,080 million, by way of issuance and offering of
up to 4,300 million new investment units to the existing unitholders whose name
appears in the unitholder register book in proportion to their unitholding
(Rights Offering), or to specific group of public who are the existing
unitholders of the Fund under the preferential public offering, and/or to
specific persons under the private placement, and/or to the public under the
public offering, including allocation to special subscribers, and/or cornerstone
investors, and/or initial purchasers, and/or  any other investors, both
domestic and international. As part of the offering of the new investment units
by way of private placement, the new investment units may also be allocated to
TRUE.
With respect to the borrowing, the Management Company will obtain on behalf of 
the Fund the credit facilities in an amount of not exceeding Baht 2,000 million
to be provided by a group of banks and/or financial institutions, which,
initially, may comprise Bangkok Bank Public Company Limited and/or Krungthai
Bank Public Company Limited and/or Siam Commercial Bank, subject to internal
approvals of the respective banks and/ or financial institutions, including
taking into account various related factors such as change in economic
conditions, fluctuation of interest rate, interest rate at the time of
fundraising, financial costs for various source of funds and debt service
capability of the Fund as the Management Company deems appropriate for the
ultimate interests of the unitholders. At present, Siam Commercial Bank holds
more than 10 per cent of total issued shares of the Management Company, that is,
99.99 per cent of total issued shares of the Management Company; thus, Siam
Commercial Bank is a related person of the Fund according to ThorNor. 1/2554
Notification and SorThor. 14/2558 Notification. As of 18 October 2017, Siam
Commercial Bank also holds 4.25 per cent of the total issued investment units of
 the Fund.
However, if the Fund considers to obtain credit facilities from the 
aforementioned group of banks and/or financial institutions, the conditions of
the credit facilities that the Fund will agree with the group of banks and/or
financial institutions will be similar to those of credit facilities provided to
creditworthy borrowers of most commercial banks in Thailand and will be in
accordance with the same commercial terms as those an ordinary person would
agree with any unrelated counterparty under the similar circumstances (arm's
length terms).
Conditions for investment in the Additional Telecom Infrastructure Assets No. 3
Investment in the Additional Telecom Infrastructure Assets No. 3 by the Fund is 
subject to fulfilment of the following conditions:
?    The meeting of unitholders resolves to approve the investment in the 
Additional Telecom Infrastructure Assets No. 3;
?    Negotiation and agreement with relevant parties in connection with the entry 
into the agreement related to the investment in the Additional Telecom
Infrastructure Assets No. 3 and seeking of benefits from such assets;
?    Negotiation and agreement with a group of banks and/or financial institutions 
in relation to the credit facilities to fund the investment in the Additional
Telecom Infrastructure Assets No. 3;
?    Successful completion of the capital increase and offering of new investment 
units of the Fund.
In respect of the investment in the Additional Telecom Infrastructure Assets No.
2 and the Additional Telecom Infrastructure Assets No. 3, the Management
Company has appointed Siam Commercial Bank which is the related person of the
Fund as the financial advisor to advice on the selection of assets to be
invested, the investment structure and the seeking of appropriate source of
funds. The appointment of Siam Commercial Bank is based on the fact that Siam
Commercial Bank is one of the leading financial advisors in Thailand with the
expertise in providing financial advices on infrastructure fund, property fund
and real estate investment trust and experience in providing financial advices
on telecommunications infrastructure fund. Siam Commercial Bank also does not
engage in serving as financial advisor to other clients having potential
conflict of interest with the Fund. The advising fee to the Fund is fair and
appropriate, referenceable and is corresponding with customary commercial
practices related to this category of transactions, and is in accordance with
the commercial terms as those an ordinary person would agree with any unrelated
counterparty under the similar circumstances (arm's length terms).
The meeting approved the entry into the transaction to invest in the Additional 
Telecom Infrastructure Assets No. 2 and the Additional Telecom Infrastructure
Assets No. 3, which is an entry into a transaction with a related person as
proposed in all respects, including granting the following authorisation to the
Management Company:
(1)    To determine the details, characteristics and price of the Additional 
Telecom Infrastructure Assets No. 2 and the Additional Telecom Infrastructure
Assets No. 3 and any other detail and conditions in relation to the investment
in the said assets;
(2)    To negotiate, prepare, prescribe rules and terms, execute, deliver and/or 
amend the long-term lease agreement and/or the asset and revenue sale and
transfer agreement and/or agreements and/or documents in relation to the
investment in the Additional Telecom Infrastructure Assets No. 2 and the
Additional Telecom Infrastructure Assets No. 3;
(3)    To contact the SEC, the Stock Exchange of Thailand, government agencies or 
state organisations or any person, and to certify any statements or documents to
achieve the completion of the investment in the Additional Telecom
Infrastructure Assets No. 2 and the Additional Telecom Infrastructure Assets No.
 3;
(4)    To make any other arrangements or to do other acts and things necessary or 
relevant in all respects, including determination, amendment to or change of any
relevant details to achieve the completion of the investment in the Additional
Telecom Infrastructure Assets No. 2 and the Additional Telecom Infrastructure
Assets No. 3; and
(5)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (4).
Agenda 1.2    Approved the entry into the agreements in relation to the seeking of 
benefits from the Additional Telecom Infrastructure Assets No. 2 and the
Additional Telecom Infrastructure Assets No. 3
The meeting has passed the resolutions to approve the Fund to enter into the 
agreements in relation to the seeking of benefits from the Additional Telecom
Infrastructure Assets No. 2 and the Additional Telecom Infrastructure Assets No.
3 as proposed in all respects, with the number of affirmative votes of
2,115,886,674 investment units out of the total number of investment units held
by the unitholders attending the meeting and having the right to vote of
2,263,702,047 units, or equivalent to 93.4702 percent of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote. For vote counting in this Agenda, the Management Company excluded
the vote of TRUE which is a person with special interests pursuant to ThorNor.
1/2554 Notification. In this regard, as of 18 October 2017, TRUE holds
1,632,790,800 units which are equivalent to 28.11 percent of the total number of
issued investment units. In addition, for transparency, management of TRUE
involving in the negotiation of the transaction of investment in the additional
infrastructure business assets and the asset manager of the Fund waived their
right to attend the meeting as the unitholders and right to vote (in this
Agenda, there were unitholders who casted dissenting votes in a number of
28,132,800 units, abstained their votes in a number of 119,664,800 units and
with invalid ballot in a number of 17,800 units). The details of which are as
summarized below:
The seeking of benefits from the Additional Telecom Infrastructure Assets No. 2
After having invested in the Additional Telecom Infrastructure Assets No. 2, the
Fund will seek benefits from the Additional Telecom Infrastructure Assets No.
2, with the details by each related person as follows:
1.     TUC
The Fund will lease out or lease back (as the case may be) the following assets 
to TUC under the terms and conditions to be determined by the Fund and TUC:
(a)    Approximately 350 telecommunications tower slots with the approximate area 
of 700 in total acquired from TUC with a lease term of up to 16 years and the
rental of approximately Baht 1,800 million;
(b)    Approximately 80 per cent of the FOC currently used for provision of mobile 
services in provincial areas with approximate distance of 1,113 kilometres (or
approximately 62,594 core kilometres) acquired from TUC with a lease term of up
to 16 years and the rental of approximately Baht 3,200 million in which TUC
and/or a company within TRUE group may extend the lease term for the earlier of
(i) a period of up to 10 years after the first expiration date or (ii) the
expiration date of the telecommunications licence obtained, upon fulfilment of
the prescribed conditions; and
(c)    Approximately 80 per cent of the Core FOC currently used for provision of 
mobile and internet services in Bangkok Metropolitan Area with approximate
distance of 542 kilometres (or approximately 117,147 core kilometres) acquired
from TMV with a lease term of up to 16 years and the rental of approximately
Baht 6,200 million in which TUC and/or a company within TRUE group may extend
the lease term for the earlier of (i) a period of up to 10 years after the first
expiration date or (ii) the expiration date of the telecommunications licence
obtained, upon fulfilment of the prescribed conditions;
2.    TICC
The Fund will lease back approximately 80 per cent of FOC for FTTx currently 
used for provision of internet and broadband internet services in Bangkok
Metropolitan Area with approximate distance of 670 kilometres (or approximately
80,014 core kilometres) leased from to TICC with a lease term of up to 16 years
and the rental of approximately Baht 4,200 million under the terms and
conditions to be determined by the Fund and TICC in which TICC and/or a company
within TRUE group may extend the lease term for the earlier of (i) a period of
up to 10 years after the first expiration date or (ii) the expiration date of
the telecommunications licence obtained, upon fulfilment of the prescribed
conditions.
In seeking the benefits from the Additional Telecom Infrastructure Assets No. 2,
the Fund will enter into the transaction with TUC and TICC which are the
related person of the Fund based on the foregoing information, thus it is an
entry into a transaction with a related person. The total consideration value to
be derived from the benefit-seeking of the Additional Telecom Infrastructure
Assets No. 2 will be of approximately Baht 15,400 million. The Management
Company expects that the rentals in respect of the lease-back and sub-lease of
the Additional Telecom Infrastructure Assets No. 2 to TUC and TICC will be
amounted to approximately Baht 11,200 million and Baht 4,200 million,
respectively, the total transaction size will not more than 17.07 per cent of
the net asset value of the Fund which is more than 3 per cent of the net asset
value of the Fund. The net asset value of the Fund as of 30 September 2017 which
is amounted to Baht 90,234.60 million; therefore, the entry into the benefits
seeking transaction requires that the resolution of a meeting of the unitholders
 of the Fund be obtained pursuant to the ThorNor. 1/2554 Notification.
The seeking of benefits from the Additional Telecom Infrastructure Assets No. 3
After having invested in the Additional Telecom Infrastructure Assets No. 3, the
Fund will seek benefits from such Additional Telecom Infrastructure Assets No.
3, with the details by each related person as follows:
?
1.    TUC
The Fund will lease out or lease back (as the case may be) the following assets 
to TUC under the terms and conditions to be determined by the Fund and TUC:
(a)    Approximately 2,589 telecommunications tower slots with the approximate area
of 5,178 in total acquired from TUC with a lease term of up to 16 years and the
 rental of approximately Baht 13,300 million;
(b)    Approximately 80 per cent of FOC currently used for provision of mobile 
services in provincial areas with approximate distance of 8,017 kilometres (or
approximately 252,006 core kilometres) acquired from TUC with a lease term of up
to 16 years and the rental of approximately Baht 12,100 million in which TUC
and/or a company within TRUE group may extend the lease term for the earlier of
(i) a period of up to 10 years after the first expiration date or (ii) the
expiration date of the telecommunications licence obtained, upon fulfilment of
the prescribed conditions; and
(c)    Approximately 80 per cent of Core FOC currently used for provision of mobile
and internet services in Bangkok Metropolitan Area with approximate distance of
546 kilometres (or approximately 117,871 core kilometres) acquired from TMV
with a lease term of up to 16 years and the rental of approximately Baht 6,200
million in which TUC and/or a company within TRUE group may extend the lease
term for the earlier of (i) a period of up to 10 years after the first
expiration date or (ii) the expiration date of the telecommunications licence
obtained, upon fulfilment of the prescribed conditions;
2.    TICC
The Fund will lease out or lease back (as the case may be) the following assets 
to TICC under the terms and conditions to be determined by the Fund and TICC:
(a)    Approximately 80 per cent of FOC for FTTx currently used for provision of 
internet and broadband internet services in provincial areas with approximate
distance of 5,933 kilometres (or approximately 220,428 core kilometres) acquired
from TMV with a lease term of up to 16 years and the rental of approximately
Baht 10,800 million in which TICC and/or a company within TRUE group may extend
the lease term for the earlier of (i) a period of up to 10 years after the first
expiration date or (ii) the expiration date of the telecommunications licence
obtained, upon fulfilment of the prescribed conditions; and
(b)    Approximately 80 per cent of FOC for FTTx currently used for provision of 
internet and broadband internet services in Bangkok Metropolitan Area with
approximate distance of 12,872 kilometres (or approximately 619,986 core
kilometres) leased from TICC with a lease term of up to 16 years and the rental
of approximately Baht 31,100 million in which TICC and/or a company within TRUE
group may extend the lease term for the earlier of (i) a period of up to 10
years after the first expiration date or (ii) the expiration date of the
telecommunications licence obtained, upon fulfilment of the prescribed
conditions.
In seeking the benefits from the Additional Telecom Infrastructure Assets No. 3,
the Fund will enter into the transaction with TUC and TICC which are the
related person of the Fund based on the foregoing information, thus it is an
entry into a transaction with a related person. The total consideration value to
be derived from the benefit-seeking of the Additional Telecom Infrastructure
Assets No. 3 will be of approximately Baht 73,500 million. The Management
Company expects that the rentals in respect of the lease-back and sub-lease of
the Additional Telecom Infrastructure Assets No. 3 to TUC and TICC will be
amounted to approximately Baht 31,600 million and Baht 41,900 million,
respectively, the total transaction size will not more than 81.45 per cent of
the net asset value of the Fund which is more than 3 per cent of the net asset
value of the Fund. The net asset value of the Fund as of 30 September 2017 which
is amounted to Baht 90,234.60 million; therefore, the entry into the benefits
seeking transaction requires that the resolution of a meeting of the unitholders
 of the Fund be obtained pursuant to the ThorNor. 1/2554 Notification.
The meeting approved the entry into the agreement in relation to the seeking of 
benefits from the Additional Telecom Infrastructure Assets No. 2 and the
Additional Telecom Infrastructure Assets No. 3, which is a transaction to be
entered into with a related person, as proposed in all aspects, including
granting the following authorisation to the Management Company:
(1)    To determine details, characteristics and amount of assets to be leased out 
and the rentals for the seeking of benefits from the Additional Telecom
Infrastructure Assets and any other details and conditions in relation to the
seeking of benefits from such assets;
(2)    To negotiate, prepare, prescribe rules and terms, execute, deliver and/or 
amend the master agreement for the lease/sub-lease, operation, maintenance and
management and/or any agreements and/or documents in relation to the seeking of
benefits of the Additional Telecom Infrastructure Assets No. 2 and the
Additional Telecom Infrastructure Assets No. 3;
(3)    To contact the SEC Office, the Stock Exchange of Thailand, government 
agencies or state organisations or any person, and to certify any statements or
documents to achieve the completion of the seeking of benefits from the
Additional Telecom Infrastructure Assets No. 2 and the Additional Telecom
Infrastructure Assets No. 3;
(4)    To make any other arrangements necessary or relevant in all respects, 
including determination, amendment to or change of any relevant details to
achieve the completion of the investment in the Additional Telecom
Infrastructure Assets No. 2 and the Additional Telecom Infrastructure Assets No.
 3; and
 (5)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (4).
Agenda 1.3    Approved the amendments to the agreement in relation to the currently
 invested telecommunications infrastructure assets
The meeting has passed the resolutions to approve the Fund to amend the 
agreements in relation to the currently invested telecommunications
infrastructure asserts as proposed in all respects, with the number of
affirmative votes of 2,115,546,647 investment units out of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote of 2,263,702,047 units, or equivalent to 93.4552 percent of the
total number of investment units held by the unitholders attending the meeting
and having the right to vote. For vote counting in this Agenda, the Management
Company excluded the vote of TRUE which is a person with special interests
pursuant to ThorNor. 1/2554 Notification. In this regard, as of 18 October 2017,
TRUE holds 1,632,790,800 units which are equivalent to 28.11 percent of the
total number of issued investment units. In addition, for transparency,
management of TRUE involving in the negotiation of the transaction of investment
in the additional infrastructure business assets and the asset manager of the
Fund waived their right to attend the meeting as the unitholders and right to
vote (in this Agenda, there were unitholders who casted dissenting votes in a
number of 26,545,300 units, abstained their votes in a number of 121,542,300
units and with invalid ballot 67,800 units). The details of which are as
summarized below:
Approved the amendments to the agreement in relation to the currently invested 
telecommunications infrastructure assets as proposed in all material respects,
including granting the following authorisation to the Management Company:
(1)    To negotiate, prepare, amend, modify, determine rules and terms, execute 
and/or deliver the asset and revenue sale and transfer agreement, master
agreement for the lease, sub-lease, operation, maintenance and management and/or
any agreements and/or documents in relation to the currently invested
telecommunications infrastructure assets;
(2)    To contact the SEC Office, the Stock Exchange of Thailand, government 
agencies or state organisations or any person, and to certify any statements or
documents to achieve the completion of the amendments to the agreements in
relation to the currently invested telecommunications infrastructure assets;
(3)    To make any other arrangements necessary or relevant in all respects 
including amendment to or change of any relevant details to achieve the
completion of the amendments to the agreements in relation to the currently
invested telecommunications infrastructure assets; and
(4)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (3).
Agenda 1.4    Approved the extension of current lease term for the 
telecommunications infrastructure assets invested by the Fund following the
completion of the investment in the Additional Telecom Infrastructure Assets No.
 3
The meeting has passed the resolutions to approve the extension of current lease
term for the telecommunications infrastructure assets invested by the Fund
following the completion of the investment in the Additional Telecom
Infrastructure Assets No. 3 as proposed in all respects, with the number of
affirmative votes of 2,115,286,647 investment units out of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote of 2,263,702,047 units, or equivalent to 93.4437 percent of the
total number of investment units held by the unitholders attending the meeting
and having the right to vote. For vote counting in this Agenda, the Management
Company excluded the vote of TRUE which is a person with special interests
pursuant to ThorNor. 1/2554 Notification. In this regard, as of 18 October 2017,
TRUE holds 1,632,790,800 units which are equivalent to 28.11 percent of the
total number of issued investment units. In addition, for transparency,
management of TRUE involving in the negotiation of the transaction of investment
in the additional infrastructure business assets and the asset manager of the
Fund waived their right to attend the meeting as the unitholders and right to
vote (in this Agenda, there were unitholders who casted dissenting votes in a
number of 27,045,300 units, abstained their votes in a number of 121,302,300
units and with invalid ballot in a number of 67,800 units). The details of which
 are as summarized below:
The meeting approved the extension of current lease term for the 
telecommunications infrastructure assets invested by the Fund following the
completion of the investment in the Additional Telecom Infrastructure Assets No.
3, as proposed in all aspects, including granting the following authorisation
to the Management Company:
(1)    To negotiate, prepare, amend, modify, determine rules and terms, execute 
and/or deliver the master agreements for the lease, sub-lease, operation,
maintenance and management and/or any agreements and/or documents in relation to
the seeking of benefits from the currently invested telecommunications
infrastructure assets;
(2)    To contact the SEC Office, the Stock Exchange of Thailand, government 
agencies or state organisations or any person, and to certify any statements or
documents to achieve the completion of the amendments to the agreements in
relation to the benefit seeking from the currently invested telecommunications
infrastructure assets;
(3)    To make any other arrangements necessary or relevant in all respects 
including amendment to or change of any relevant details to achieve the
completion of the amendments to the agreements in relation to the benefit
seeking from the currently invested telecommunications infrastructure assets;
and
(4)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (3).
Agenda 1.5     Approved the amendments to the fund scheme as to update information 
in relation to the Additional Telecom Infrastructure Assets No. 2 and the
Additional Telecom Infrastructure Assets No. 3 as well as the amendments to the
agreements in relation to the existing telecommunications infrastructure assets
currently invested by the Fund, including updating information in the fund
scheme to be up-to-date, complete and in accordance with the rules prescribed by
 the Office of the SEC
The meeting has passed the resolutions to approve the amendments to the fund 
scheme as proposed in all respects, with the number of affirmative votes of
2,115,003,647 investment units out of the total number of investment units held
by the unitholders attending the meeting and having the right to vote of
2,263,702,047 units, or equivalent to 93.4312 percent of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote. For vote counting in this Agenda, the Management Company excluded
the vote of TRUE which is a person with special interests in relation to the
investment in the additional infrastructure business assets. In this regard, as
of 18 October 2017, TRUE holds 1,632,790,800 units which are equivalent to 28.11
percent of the total number of issued investment units. In addition, for
transparency, management of TRUE involving in the negotiation of the transaction
of investment in the additional infrastructure business assets and the asset
manager of the Fund waived their right to attend the meeting as the unitholders
and right to vote (in this Agenda, there were unitholders who casted dissenting
votes in a number of 28,642,800 units, abstained their votes in a number of
119,967,800 units and with invalid ballot in a number of 87,800 units). The
details of which are as summarized below:
The meeting approved the amendments to the fund scheme, as proposed in all 
aspects, including granting the following authorisation to the Management
Company:
(1)    To amend or modify words or statements in the fund scheme as necessary and 
relevant, and in order to be in line with the conditions on investment in the
Additional Telecom Infrastructure Assets No. 2 and No. 3 and the utilization of
such assets, to amend or modify the agreements in relation to the utilization of
the infrastructure assets currently invested by the Fund including an increase
of capital and the offering of new investment units of the Fund, including to
contact the SEC Office and/or the Stock Exchange of Thailand and/or any other
relevant competent agency for such purpose;
(2)    To proceed with any other act as necessary or relevant to the foregoing acts
 in all aspects to achieve the completion thereof; and
(3)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (2) to achieve the completion thereof.
Agenda 1.6     Approved the increase of capital in relation to the investment in 
the Additional Telecom Infrastructure Assets No. 3
Agenda 1.6.1    Approved the increase of capital the Fund
The meeting has passed the resolutions to approve the increase of registered 
capital as proposed in all respects, with the number of affirmative votes of
2,115,464,947 investment units out of the total number of investment units held
by the unitholders attending the meeting and having the right to vote of
2,263,702,047 units, or equivalent to 93.4516 percent of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote. For vote counting in this Agenda, the Management Company excluded
the vote of TRUE which is a person with special interests in relation to the
investment in the additional infrastructure business assets. In this regard, as
of 18 October 2017, TRUE holds 1,632,790,800 units which are equivalent to 28.11
percent of the total number of issued investment units. In addition, for
transparency, management of TRUE involving in the negotiation of the transaction
of investment in the additional infrastructure business assets and the asset
manager of the Fund waived their right to attend the meeting as the unitholders
and right to vote (in this Agenda, there were unitholders who casted dissenting
votes in a number of 28,487,800 units, abstained their votes in a number of
119,731,500 units and with invalid ballot in a number of 17,800 units). The
details of which are as summarized below:
The meeting approved the capital increase of registered capital of the Fund for 
the amount of not exceeding Baht 43,000 million, originally from Baht 58,080
million at a par value of Baht 10 per unit, up to Baht 101,080 million, by way
of issuance and offering of up to 4,300 million new investment units as proposed
in all respects, including granting the following authorisation to the
Management Company:
(1)    To determine and/or amend and change the capital increase amount, format, 
conditions and/or capital increase method, number of new investment units,
offering price of investment units, and any other details and conditions in
relation to the capital increase and the issuance and offering of new investment
 units;
(2)    To negotiate, agree, prepare, execute, deliver and/or amend the documents 
and/or agreements in relation to the capital increase and/or the issuance and
offering of new investment units, as well as appointment of financial adviser,
securities underwriters and subscription agents, including to negotiate and/or
contact the SEC Office, the Stock Exchange of Thailand, government agencies or
state organisations or any person for the foregoing acts;
(3)    To make any other arrangements necessary or relevant in all respects 
including amendment to or change of any relevant details to achieve the
completion of the capital increase of the Fund; and
(4)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (3).
Agenda 1.6.2    Approved the issuance and offering of new investment units
The meeting has passed the resolutions to approve the issuance and offering of 
new investment units as proposed in all respects, with the number of affirmative
votes of 2,110,013,647 investment units out of the total number of investment
units held by the unitholders attending the meeting and having the right to vote
of 2,263,702,047 units, or equivalent to 93.2107 percent of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote. For vote counting in this Agenda, the Management Company excluded
the vote of TRUE which is a person with special interests in relation to the
investment in the additional infrastructure business assets. In this regard, as
of 18 October 2017, TRUE holds 1,632,790,800 units which are equivalent to 28.11
percent of the total number of issued investment units. In addition, for
transparency, management of TRUE involving in the negotiation of the transaction
of investment in the additional infrastructure business assets and the asset
manager of the Fund waived their right to attend the meeting as the unitholders
and right to vote (in this Agenda, there were unitholders who casted dissenting
votes in a number of 33,922,800 units, abstained their votes in a number of
119,747,800 units and with invalid ballot 17,800 units). The details of which
are as summarized below:
The meeting approved the issuance and offering of new investment units of not 
exceeding 4,300 million units with the following details:
(1)    To allocate no less than 50 per cent of total number of new investment units
of the Fund to the existing unitholders whose name appears in the unitholder
register book and who are not U.S. persons (as defined in the United States
Securities Act of 1933 ("U.S. Securities Act")) in proportion to their
unitholding (Rights Offering) or to specific group of public who are the
existing unitholders of the Fund under the preferential public offering whose
name appears in the unitholder register book (existing unitholders being
entitled to the allocation of new investment units under any options are
referred to as "Eligible Unitholders"). The offering may be made in a single
offering of the investment units in whole or a series of offering. In this
regard, the Eligible Unitholders may express their intention to subscribe,
over-subscribe or under-subscribe for their entitlement of, or may waive their
subscription right of the new investment units under this offering.
After the first round of allocation of the new investment units to the Eligible 
Unitholders is completed, the Management Company may allocate any new investment
units remaining from such allocation to the Eligible Unitholders to those
Eligible Unitholders which express their intention to over-subscribe for the new
investment units for at least another round of allocation or until all of the
units are subscribed, or may make allocation to specific persons under the
private placement and/or to the public under the public offering by making the
allocation to special subscribers, and/or cornerstone investors, and/or initial
purchasers, and/or any other investors as it deems appropriate. In case there
are fractions of an investment unit arising from the foregoing allocation which
cannot be allocated in whole in respect of any Eligible Unitholders, the
fraction will be rounded down to nearest full number of units.
In addition, the Management Company reserves the right not to allocate any new 
investment units to any Eligible Unitholders in case such allocation constitutes
or may constitute the violation of the law or any rules and regulations of
foreign jurisdictions, or may require any arrangement in addition to those
required under the rules and regulations concerning the issuance and offering of
securities under Thai law, or may be inconsistent with the methods, rules and
conditions prescribed for the allocation.
However, in reliance on certain exemptions from registration under the U.S. 
Securities Act applicable to an offer and sale of securities which does not
involve a public offering in the United States, new investment units may, at the
sole discretion of the Management Company and under certain conditions, be
allocated to a limited number of Eligible Unitholders who are U.S. persons (as
defined in the U.S. Securities Act).
(2)    To allocate the remaining new investment units after the allocation to the 
Eligible Unitholders under (1) above to specific persons who are not U.S.
persons (as defined in the U.S. Securities Act) and not TRUE in case that the
Agenda 2 is not approved, under the private placement, and/or to the public
under the public offering, including allocation to special subscribers, and/or
cornerstone investors, and/or initial purchasers, and/or  any other investors,
both domestic and international. Allocation may be made to each of the foregoing
category of investors at any amount or may be made in a series of allocation
where each series of allocation may be made to any of the foregoing category of
investors at any amount. In this regard, the information contained in the
registration statement regarding the offering of new investment units and/or the
prospectus shall be the basis on which the allocation shall be made to each
category of investors.
However, the allocation of the new investment units to any person or a group of 
persons shall not exceed one third of the total number of issued investment
units of the Fund as prescribed under ThorNor. 1/2554 Notification.
Where there are remaining new investment units from the foregoing offering to 
the persons, the Fund may allocate the remaining new investment units to the
Eligible Unitholders which have over-subscribed their entitlement and have yet
to be allocated the subscribed number of units in full under (1) above as it
deems fit. In case there are fractions of an investment unit arising from the
foregoing allocation which cannot be allocated in whole in respect of any
Eligible Unitholders, the fraction will be rounded down to nearest full number
of units.
The new investment units described herein will not be registered under the U.S. 
Securities Act or the laws of any state in the United States, and may not be
offered or sold within the United States, absent registration or an exemption
from the registration requirements of the U.S. Securities Act and applicable
state laws. There is no intention to register any portion of the new investment
units described herein in the United States or to conduct a public offering of
securities in the United States.
including granting the following authorisation to the Management Company:
(1)    To determine and/or amend and modify any details in relation to the issuance
and offering of new investment units, as well as the allocation of new
investment units, including but without limitation to, the number of new
investment units, structure of the issuance and offering, number of offering,
number of rounds of allocation of new investment units to Eligible Unitholders,
characteristics and categories of investors eligible for allocation,
subscription period, method of the allocation, offering, subscription and
subscription payment, subscription ratio, offering proportion, offering price,
as well as other relevant conditions and details, including to exercise its
discretion to determine or decline any allocation of new investment units to any
unitholders or investors in case such allocation constitutes or may constitute
the violation of the law or any rules and regulations of foreign jurisdictions,
or may require any arrangement in addition to those required under the rules and
regulations concerning the issuance and offering of securities under Thai law,
or may be inconsistent with the methods, rules and conditions prescribed for the
 allocation;
(2)    To fix the date to determine the name of unitholders entitled to subscribe 
for the new investment units (Record Date), the determination of the date and
relevant details of which is to be notified to the Stock Exchange of Thailand so
 as to further inform the unitholders;
(3)    To negotiate, agree, prepare, execute, deliver and/or amend or modify any 
applications, wavier requests and required documents and evidences, as well as
any documents and/or agreements in relation to the allocation of the new
investment units, including to negotiate, contact and/or file any applications,
wavier requests and required documents and evidences with the SEC Office, the
Stock Exchange of Thailand, government agencies or state organisations or any
person for the foregoing acts and the listing of the new investment units in the
 Stock Exchange of Thailand, etc.;
(4)    To negotiate, agree, prepare, execute, deliver and/or amend or modify any 
agreements in relation to the allocation of new investment units, appointment of
 financial advisor, securities underwriters and subscription agents;
(5)    To make any other arrangements necessary or relevant in all respects 
including amendment to or change of any relevant details to achieve the
completion of the allocation of the new investment units; and
(6)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (5).
Agenda 2.    Approved the allocation of new investment units according to Agenda 
1.6.2 above to TRUE under the private placement
The meeting has passed the resolutions to approve the allocation of new 
investment units to TRUE under the private placement as proposed in all
respects, with the number of affirmative votes of 2,080,331,247 investment units
out of the total number of investment units held by the unitholders attending
the meeting and having the right to vote of 2,263,702,047 units, or equivalent
to 91.8995 percent of the total number of investment units held by the
unitholders attending the meeting and having the right to vote. For vote
counting in this Agenda, the Management Company excluded the vote of TRUE which
is a person with special interests pursuant to ThorNor. 1/2554 Notification. In
this regard, as of 18 October 2017, TRUE holds 1,632,790,800 units which are
equivalent to 28.11 percent of the total number of issued investment units. In
addition, for transparency, management of TRUE involving in the negotiation of
the transaction of investment in the additional infrastructure business assets
and the asset manager of the Fund waived their right to attend the meeting as
the unitholders and right to vote (in this Agenda, there were unitholders who
casted dissenting votes in a number of 33,390,800 units, abstained their votes
in a number of 121,787,000 units and with invalid ballot in a number of
28,193,000). The details of which are as summarized below:
The meeting approved the allocation of new investment units to specific persons 
under (2) of agenda 1.6.2 above to TRUE in the amount not exceeding
1,736,542,533 units, the amount of which will result in the total holding of
investment units of TRUE after the capital increase of the Fund (that is, the
number of investment units currently held by TRUE combining with the number of
new investment units to be allocated to TRUE under all options (which include
the allocation under the Rights Offer according to (1) of agenda 1.6.2 above and
the allocation under this agenda)) does not exceeding one third of the total
number of issued investment units of the Fund after the capital increase (i.e.
3,369,333,333 units) at the price which is the offering price of new investment
units allocated to the existing unitholders whose name appears in the unitholder
register book in proportion to their unitholding (Rights Offering), and/or to
the public under the public offering.
including granting the following authorisation to the Management Company:
(1)    To determine and/or amend and modify any details in relation to the offering
of new investment units to TRUE under the private placement, including but
without limitation to, the number of new investment units, number of offering,
subscription period, method of the allocation, offering, subscription and
subscription payment, offering price, as well as other relevant conditions and
details;
(2)    To negotiate, agree, prepare, execute, deliver and/or amend or modify any 
applications, wavier requests and required documents and evidences, as well as
any documents and/or agreements in relation to the allocation of the new
investment units, including to negotiate, contact and/or file any applications,
wavier requests and required documents and evidences with the SEC Office, the
Stock Exchange of Thailand, government agencies or state organisations or any
person for the foregoing acts and the listing of the new investment units in the
 Stock Exchange of Thailand, etc.;
(3)    To negotiate, agree, prepare, execute, deliver and/or amend or modify any 
agreements in relation to the allocation of new investment units;
(4)    To make any other arrangements necessary or relevant in all respects 
including amendment to or change of any relevant details to achieve the
completion of the allocation of the new investment units; and
(5)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (4).

Please be informed accordingly.


Yours faithfully,
Digital Telecommunications Infrastructure Fund
By SCB Asset Management Company Limited


(Ms. Pijittra Trirattanathada)
Executive Vice President, Property & Infrastructure Investment Group
        
______________________________________________________________________
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