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The Annual General Meeting of Shareholders for 2009. 10 April 2009 SHIN CORPORATION PLC. Item No. 1. Matters to be informed. Item No. 2. To consider and adopt the Minutes of the Annual General Meeting of Shareholders for 2008, held on April 22, 2008. Item No. 3.
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The Annual General Meeting of Shareholders for 2009 10 April 2009 SHIN CORPORATION PLC.
Item No. 1 Matters to be informed
Item No. 2 To consider and adopt the Minutes of the Annual General Meeting of Shareholders for 2008, held on April 22, 2008
Item No. 3 To consider and adopt the Board of Directors’ report on the Company’s operating results for 2008
Major Changes in 2008 • In 2008, the Company was able to get back to pay dividend as usual. The company intends to pay regular dividend in cash at the same timing as in the past. For 2008 results, the Company announced two interim dividends totaling Baht 2.40 per share, or Baht 7,683 million in total. • The Company continues to focus on telecommunications and media which we have expertise. Thus, the Company sold its investment in Payment Solution which is a non-core business in 2008. • Support the new businesses related to the Company’s telecommunication businesses • International direct dialing service which operated by AIN GlobalComm Co., Ltd. • The launch of satellite dish set “DTV” by DTV service co., Ltd. (accumulated sales of 346,000 sets at the end of 2008) • The Company, together with AIS, has been preparing for the application of the 3rd generation mobile telephone service license (3G) which is expected to commence in 2009 including the preparation of funding plan for such investment.
Key Events in 2008 • Social contribution is a crucial commitment. The Company has continually made as evidenced by a wide array of social activities. • “Camp Sanook Kid with Shin Corp” has organized activities that encourage learning, imagination and creative thinking among young people throughout the past eight years. In the ninth year, the new program “Sufficient Economy to inspire Participatory Learning” will also apply His Majesty the King’s “Sufficiency Economy”. The project was also implemented at 10 schools in 10 different provinces across the country. In addition, there were over 500 students from 20 universities countrywide participating in the program. • The “Thai Literature Conservation Contest” to promote the appreciation and preservation of the Thai identity. This year the Company receives the royal grace from Her Royal Highness Princess Maha Chakri Sirindhorn bestowing upon the Royal Trophy for the winner. • The “Forestation and Water Source Conservation” which planned to be continued from 2008-2012, has invited people to plant trees at three Royal Development Centers in 2009. • Kung Krabaen Bay Royal Development Study Center, Chantaburi • Khaohinsorn Royal Development Study Center, Chachoengsao • Phu Phan Royal Development Study Center, Sakonnakhon
2008 Income Statement (Cost method) Net profit increased YoY as there was no impairment loss from Capital OK after the divestment in Dec 2007
2008 Balance Sheet (Cost method) Cash and retained earnings decreased from dividend payment for 2007 results of Bt0.30 per share
2008 Income Statement (Consolidated) Net profit increased YoY as there was no impairment loss from Capital OK and ITV • Revenue decreased • ITV ceased operation in Mar 2007 • There was revenue from Capital OK before disposal in Dec 2007 • Gain on sale of Shenington (a holding company that hold stake in Lao Telecom and Mfone in Cambodia) of Bt5,126m • Gain on sale of Asia Aviation of Bt407m • Loss on sale of Capital OK of Bt1,378m In 2007, ITVoperating agreement was revoked resulting to impairment of concession assets
2008 Net Profit By Segment • In 2008, AIS recorded Bt3,553m DPC goodwill impairment • AIS contribution from normal operation increased by 7% • In 2008, THCOM recorded FX loss of Bt369m while there was FX gain of Bt1,050m in 2007 • Excluding impact from FX and gain from sale of investment, Loss contribution from THCOM decreased by 70% ITV still recorded accrued interest from unpaid concession fee in an amount of Bt433m per year
Balance Sheet (Consolidated) Decreased from SHIN’s dividend payment and THCOM’s loan repayment Decreased from THCOM’s loan repayment
AIS and Subsidiaries • Subscribers at the end of 2008 of 27.3m increased by 3.2m or 13% from 2007, accounted around 44.2% subscriber market share, with 52% service revenue market share. • Operating profit increased 11% mainly due to the decrease of selling and administrative expense from 1) ceased recognition of goodwill amortization of DPC, 2) fall in the provision of bad debt, and 3) drop in marketing expense. • 2008 net profit was Bt16,409m, slightly increased by Bt119m from 2007, due mainly to the goodwill impairment of Bt3,553m. Normalized net profit rose 7% to Bt18,760m from solid revenue growth, healthy subscriber base which turned into lower provision for bad debt, and efficient cost control that helped reduce cash operating expenses.
THCOM and Subsidiaries • Revenue increased by 9% YoY due to growth in IPSTAR revenue and higher transponder leased for conventional satellite in addition to rise in DTV satellite dish sale. However, the revenue from telephone businesses decreased following the sales of 49% in Shenington in Jul 2007. But the impact was not substantial as it was offset by the growth of telephone subscribers. • Net loss was Bt713m, decreased from a net profit of Bt3,040m in 2007. Excluding the gain on sales of investment in 2008 and the gain (loss) on exchange, there was an improvement in normalized net result.
Item No. 4 To consider and approve the balance sheets and income statements for the year ended December 31, 2008
Selected Information from the Company’s Balance Sheets and Statements of Income
Item No. 5 To consider and approve the appropriation of the net profit for dividend payments
Historical dividend payment • Since 1 January 2007, the Company has mandatory changed the accounting for investments in subsidiaries and associated presented in the separate financialstatement from the equity method to the cost method. • The Company has also applied the retroactive adjustment. As a result, the Company’s retained earnings at 31 December 2006 decreased significantly from Baht 24,363million to Baht 1,407million • There was no interim dividend payment for the fist-half of 2007 due to retained loss status in the Company’s financial statement • The Company intends to pay dividend on regular basis as practice in the past.Therefore, in 2008, the Company distributed the interim dividend following the recognize dividend from subsidiaries and associated companies as dividend in the Company’s financial statement.
Dividend yield Remark : dividend yield is based on year-end closing price.
Dividend for the year 2008 • The Company proposes the annual dividend payment for the year 2008 of Baht 2.40 per share. • Since the Company had already paid two interim dividends Baht 2.40 per share during the year 2008, there is no additional annual dividend payment to be made for 2008 performance period.
The Company’s income statement for 1 Jan – 9 Apr 2009 (unaudited & unreviewed)
The Company’s balance sheets as of 9 Apr 09(unaudited & unreviewed) Dividend income to be received from ADVANC on 4 May 2009
Summary • There is no additional 2008 annual dividend payment to be made (already paid Bt2.40 per share) • Propose the interim dividend payment for the performance of 1 Jan – 9 Apr 2009 at Bt1.25 per share • The closing date of the share registration book to determine the shareholders who are eligible to receive the interim dividend for the performance of 1 Jan – 9 Apr 2009 is 23 Apr 2009. The interim dividend payment will be made on 6 May 2009
Item No. 6 To consider and approve the appointment of the Company’s external auditors and fix their remuneration for 2009
To consider and approve the appointment of the Company’s external auditors and to fix their remuneration for 2009 6.1 Auditor : KPMG Mr. SupotSinghasaneh Mr. WinidSilamongkol Ms. SomboonSupasiripinyo Mr. Charoen Phosamritlert 6.2 Audit fee and other fees Million Baht
Item No. 7 To consider and approve the appointment of directors to replace those who will retire by rotation in 2009
Preliminary information on the retiring directors being proposed for re-election
Preliminary information on the retiring directors being proposed for re-election
Preliminary information on the retiring directors being proposed for re-election
Item No. 8 To consider and approve the remuneration of the Company’s Board of Directors for 2009
The remuneration of the Company’s Board of Directors To propose that the remuneration budget for the Board and its committees in 2009 should be set not more than 18 million baht, a decrease of 2 million baht from last year, and the remuneration policy remain unchanged.
Item No. 9 Other Business