True : Annual General Meeting/2024 Minutes of AGM

(TRANSLATION)

True Corporation Public Company Limited

Minutes of the Annual General Meeting of the Shareholders for the Year 2024

Held on 5th April 2024, at 14:00 hrs.

Conducted as Hybrid Meeting

At True Tower, No.18 Ratchadapisek Road, Huai Khwang Sub-district,

Huai Khwang District, Bangkok and via Electronic Means

Mr. Suphachai Chearavanont, Chair of the Board of Directors, acted as the Chair of the Meeting (the "Chairperson").

The Chairperson expressed his appreciation to shareholders for their attendance at the Annual General Meeting of the Shareholders for the Year 2024 of True Corporation Public Company Limited (the "Company"). Mrs. Rangsinee Sujaritsunchai, the Secretary of the Meeting (the "Secretary"), notified the Meeting that this was a Hybrid Meeting in which shareholders were able to attend the Meeting through electronics means pursuant to Emergency Decree on Electronic Meetings B.E. 2563 (2020) and Notification of the Ministry of Digital Economy and Society, Re: Standards for Maintaining Security of Meetings via Electronic Means, B.E. 2563 (2020) as amended, or to attend in person at the venue of the Meeting (Onsite) at True Tower, No.18 Ratchadapisek Road, Huai Khwang Sub-district, Huai Khwang District, Bangkok. There were a total of 1,161 shareholders and proxies attending the Meeting through electronics means and onsite, comprising 234 shareholders attending in person and 927 proxies, holding an aggregate 27,278,460,548 shares, representing 78.9488 percent of the total issued shares of the Company, thereby constituting a quorum according to the Company's Articles of Association.

The Chairperson declared the Annual General Meeting of the Shareholders for the Year 2024 convened. The Secretary introduced directors, senior executives, auditor, legal counsel and vote counting witness of the Company who attended the Meeting as follows:

Directors and Senior Executives:

Directors and Senior Executives who physically attended the Meeting were as follows:

1.	Mr. Suphachai	Chearavanont	Chair of the Board of Directors and
			Chair of the Risk, Cybersecurity and
			Finance Committee
2.	Mr. Vichaow	Rakphongphairoj	Director, Vice Chair of the Executive
			Committee, Member of the Nomination and
			Remuneration Committee, Member of
			the Corporate Governance and Sustainability

Committee, and Member of the Risk,

Cybersecurity and Finance Committee

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3.	Mr. Ole Bjoern Sjulstad	Director, Member of the Nomination and
			Remuneration Committee, Member of
			the Corporate Governance and Sustainability
			Committee, and Member of the Risk,
			Cybersecurity and Finance Committee
4.	Mr. Natwut	Amornvivat	Director, Member of the Corporate
			Governance and Sustainability Committee,
			and Member of the Executive Committee
5.	Mr. Manat	Manavutiveth	Chief Executive Officer and Member of
			the Executive Committee
6.	Mr. Sharad Chandra Mehrotra	Deputy Chief Executive Officer and
			Member of the Executive Committee
7.	Mr. Nakul	Sehgal	Co-Chief Financial Officer
8.	Miss Yupa	Leewongcharoen	Co-Chief Financial Officer
9.	Mr. Prathet	Tankuranun	Chief Technology Officer

Directors and Senior Executives who attended the Meeting via electronic means were as follows:

1.	Prof. Dr. Kittipong Kittayarak	Independent Director, Member of the Nomination
			and Remuneration Committee, and Chair of
			the Corporate Governance and Sustainability
			Committee
2.	Mr. Kalin	Sarasin	Independent Director, Chair of the Audit
			Committee, and Member of the Risk,
			Cybersecurity and Finance Committee
3.	Mrs. Kamonwan	Wipulakorn	Independent Director, Member of the Audit
			Committee, and Chair of the Nomination and
			Remuneration Committee
4.	Mrs. Pratana	Mongkolkul	Independent Director, Member of the Audit
			Committee, and Member of the Corporate
			Governance and Sustainability Committee
5.	Miss Ruza	Sabanovic	Director, Member of Corporate Governance and
			Sustainability Committee, Member of the Risk,
			Cybersecurity and Finance Committee, and
			Member of the Executive Committee

Auditor:

Auditor who attended the Meeting was as follows:

Mr. Pisit

Thangtanagul

PricewaterhouseCoopers ABAS Limited

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Legal Counsel:

Legal Counsel, who monitored the shareholders meeting to be in accordance with the relevant laws and the Company's Articles of Association at the Meeting:

Mr. Paveen

Khiewvichit

Linklaters (Thailand) Ltd

Legal Counsel, who acted as a Vote Counting Witness:

Legal Counsel, who acted as a vote counting witness at the Meeting:

Mr. Vijit

Suthisripok

Linklaters (Thailand) Ltd

Then, the Chairperson requested the Secretary to explain the voting method to the Meeting.

The Secretary explained to the Meeting that with respect to voting in the Meeting, each shareholder shall have the vote equivalent to the number of shares being held by them and registered to attend the Meeting. One share is entitled to one vote. All shareholders may only cast their vote to approve, disapprove, or abstain from voting.

With regard to voting in each agenda item, the shareholders and proxies attending the Meeting via electronic means who cast their votes via the IR PLUS AGM Application, those who "approve" shall not vote in the IR PLUS AGM Application, while those who "object" or "abstain" shall confirm their intention by pressing button on screen and press "confirm", except in case of proxies whose grantors specified their voting in a proxy instrument, such proxies shall not cast the vote via the IR PLUS AGM Application since the Company had counted the voting according to such proxy instrument at the registration time. After commencement of the Meeting, the shareholders or proxies may vote for all agenda items in advance through IR PLUS AGM Application or vote for each agenda item during the consideration of each agenda item. The voting system would calculate voting result of each agenda item when such agenda item was closed.

For shareholders and proxies who attend the onsite meeting who cast their votes in the ballot, the shareholders who "approve" shall not put any mark in the ballot, while the shareholders who "object" or "abstain" shall confirm their intention by putting a check mark and their signature in the ballots being distributed. If shareholders want to change their vote, please affix your signature at any deletion or cross made on the ballot to prevent the ballot from being voided, and hand them to the Company's officers for vote counting, except in case of proxies whose grantors specified their voting in a proxy instrument. Such proxies shall not cast the votes since the Company had counted the voting according to such proxy instrument at the registration time.

The shareholders or proxies who attended the Meeting after completion of voting in any of the agenda items, the Shareholders or proxies would have a right to vote only in the next agenda item(s) for which the voting system was still open. For fairness and transparency, when the voting system was closed, the Company could not amend any information in the voting system.

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In case that any shareholder or proxy who attends the onsite meeting and leaves before the Meeting is adjourned, their votes will be withdrawn from the voting counting system.

With respect to vote counting, the system would combine the number of votes of the shareholders attending the Meeting in person and the number of votes casted in advance of proxies as the total votes. The system would deduct the votes of "objection" or "abstention" or void ballots from the total votes.

The resolution of the Meeting shall be the majority of the total votes of the shareholders attending and voting at the Meeting, except for agenda item 5: to consider and approve the directors' remuneration which requires not less than two-third of total votes of shareholders attending the Meeting.

The Secretary informed the Meeting that video and audio of the Meeting would be recorded and live telecasted in a form of video-audio medium of the Meeting for the legitimate interest of the Company and the shareholders as well as for a purpose of public relations of the Meeting via electronic means.

The Secretary also explained to the Meeting for questions and comments during the Meeting, the shareholders and proxies attending via electronic means and onsite, may ask questions related to the agenda items during its consideration.

To be in line with the Good Corporate Governance Principle, the Company has provided an opportunity for the shareholders to propose agenda item in advance for consideration by the Board of Directors as appropriate. The criteria thereof had been announced through the information system of the Stock Exchange of Thailand and on the Company's website. No shareholders propose any agenda item in advance in respect of this Annual General Meeting of Shareholders.

After finishing clarification of the voting method, the Chairperson then proposed to the Meeting to consider the matters according to the agenda items as follows:

Agenda Item 1 To acknowledge the report on the result of business operation of the Company

The Chairperson invited Mr. Manat Manavutiveth, Chief Executive Officer, to present the report on the results of business operation of the Company for the Year 2023 to the Meeting.

Mr. Manat Manavutiveth presented the report on the results of business operation of the Company for the Year 2023 to the Meeting as follows.

The Company's business operation of the previous year reflected the commitment to attain the leadership in telecommunications technology (TelCo Tech) industry through the synergies of the former True and Total Access Communication Public Company Limited ("dtac") for continuous growth. This resulted in the Company's revenue growth, particularly in relation to revenue from services which saw a quarterly growth of 4 percent in all business groups, including mobile services, broadband service (high-speed internet) and digital services. These successes were driven by the Company's commitment, financial discipline, careful

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benchmarking on cost management and leveraging of business synergies. Moreover, the amalgamation had over-achieved the Company's targets as it created the business value of approximately Baht 13,0000 million. The Company had strengthened the fundamental of the organization as well. This success was reflected in all key indicators including better performance index and enhanced employees' commitment to the organization, as well as the Company's brand leadership in which maintained No. 1 position, reflecting from more customers' satisfaction of the Company's products and services.

Total revenue in 2023 of the Company was approximately Baht 200,000 million, comprising revenue from services of approximately Baht 159,000 million, featuring a revenue growth of every quarter, primarily due to expansion of provision of mobile services, tourists and migrant labours, as well as a significant growth in use of digital services. The Company's revenue from online services also continued to grow due to increased use of services in line with a significant growth in digital business. The Company's EBITDA was approximately Baht 86,000 million, representing a growth of 4 percent compared to the previous year, while the Company's margin per revenue from services continued to grow at 54 percent.

The Company's goal is to improve the business performance by creating the strong organizational fundamental to move forward and achieve the sustainable profit growth. The Company is also operating by upholding the Good Corporate Governance Principle and transparency. The Company is the Thai company which have been top ranked on the world-wide Dow Jones sustainability index (DJSI) in telecommunications industry for the past 6 years. In 2023, the Company had undergone the restructuring and integration of its strengths resulting in the year of significant achievement of operational targets. In 2024, the Company is primed for generating more operating profit, which will be supported by positive macroeconomic trends, including recovery in tourism industry and growing trends in digital data consumption and consumers' digital lifestyle. The Company's target for 2025 is to continue these successful and sustainable business and profitability growth through the following three core strategic pillars to fully leverage on the Company's potential:

1. Uplifting customers' experience to the consistent world-class level through the Company's plan of upgrading networks and delivering more modern services through seamless distribution channels, to create customers' confidence, prompt service provision and rightly and customizing response to customers' needs; Artificial Intelligence (AI) will be employed to drive and deliver more customers' satisfaction;
2. Modernizing and upgrading digital lifestyle by leveraging on AI capabilities to offer new customers experience in terms of working, studying, entertainment and health, as well as facilitating convenient and safe lifestyle and alliance with leading strategic partners locally and internationally;
3. Enhancing profitable business segments for stable and sustainable growth in conjunction with skill development of personnel in the organization to acquire digital capabilities and ability to work with AI and other innovation technologies for maximum benefits, as well as fully leveraging on business synergies and integration for provision of services to all customers including cost management which will be the continuously supporting drive for the Company's growth.

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With regard to uplifting customers' experience to the consistent world-class level, the Company will focus on:

1. Improvement of the Company's 5G signal quality by development and upgrading of more than 10,000 sites of telecommunications towers nationwide within this year, 2,000 sites of which were completed earlier last year and a planned completion of another 8,000 sites within this year. The Company also leverages on its strengths of employing full frequency spectrums to enable high-speed 5G coverage for significantly faster services for customers as the Company is the operator with the highest 5G coverage in Thailand while promotion of sustainability through reduction of energy usage is achieved by various innovations. The Company has won the N Perf Award as the best mobile network for 8 consecutive years.
2. Integration of all work processes in which the Company is exploring ways to providing faster services, including integrating nine applications into one application to offer customers with ease of access to services and time-saving services.
3. Integration of online/offline service channels as the Omni-Channel as well as the introduction of the AI named "Mari" as an intelligent assistant to customers. The AI technology has been refined to offer more natural communications with customers and work closely with service personnel to offer services that better suits with customers' needs.

To create the growth of the Company, the Company is expanding of the ecosystem as well as creating the difference and changing of the presentation of product and service to be in line with customers' needs, lifestyle and solutions through AI technology. These include change of customers' perspective from mobile services and bundled packages to lifestyle and digital contents, from home internet service to smart living with assistive AI technology that offers better customer experience in all aspects including working, learning, entertainment, convenience, health and security at home. The Company also offers benefits and privileges by cooperating with leading business partners as well as incorporating Big Data in marketing analysis to customize benefits and privileges to local needs up to individual level.

With regard to corporate customers, the Company is expanding its range of services, from communications to Smart Digital Solutions that can meet the needs of customers in each industry as well as on business transformation. The Company's Smart Digital Solution grew by more than 29 percent in the previous year. It is a favourable trend showing that the Company could assist companies to create their business transformation. The Company also integrated the communication structure with the digital ecosystem and increased cooperation with the world's leading partners to develop solutions under world-class standards, the use of AI technology to retrieve data from database and the use of Internet of Things (IoTs) for analysis under high data security environment to securely drive our business growth forward.

The Company continues to drive forward its business growth while enhancing the sustainable development in environmental aspect. The Company is aiming to reach the goal of zero landfill of electronic waste by the year 2030, that is, no electronic waste from the Company's operations will be disposed by landfilling.

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With regard to social environment, the Company remains committed to supporting education in Thailand with the goal of increasing opportunities for Thai population of 36 million for access to online learning platform True Plook Panya and educational projects which help driving education in Thailand so that Thai people can realize their potential and make contributions the society in the future.

With regard to economic and corporate governance perspective, the Company established the Code of Conduct for employees and had been holding regular training on anti-corruption in business operations. The Company also consistently assessed 100 percent of major suppliers, reviewed the cybersecurity system to be in line with the international standards, as well as improved the management of personal data protection or PDPA, particularly concerning all business units of the Company.

Mr. Manat Manavutiveth concluded that these are the Company's commitment in moving forward toward the leader of the industry and to providing world-class digital technology access to people of all levels for their better daily living and lifestyle. These also clearly reflect the Company's leadership in the telecommunications technology.

Thereafter, the Secretary reported on the Company's anti-corruption policy. It is a policy and full commitment of the Company to strictly comply with Thailand's law governing anti-corruption. The Company has announced its commitment and is currently under a rectification process of becoming a member of the Thai Private Sector Collective Action Against Corruption.

The Secretary further informed the Meeting regarding an advance question from the shareholder relating to the Company's services in which the Secretary has been coordinated with responsible Department. Thereafter, the Chairperson provided an opportunity for questions and comments by shareholders. There were no questions or comments.

The Meeting acknowledged accordingly.

Agenda Item 2 To consider and approve the Statements of Financial Position and the Statements of Comprehensive Income for the Fiscal Year ended 31st December 2023 of the Company

The Chairperson requested the Secretary to explain the details of the Statement of Financial Position and the Statement of Comprehensive Income for the fiscal year ended 31st December 2023 of the Company to the Meeting.

The Secretary explained that details of the Statement of Financial Position and the Statement of Comprehensive Income of the Company for the fiscal year ended 31st December 2023, which have been audited by auditor, appeared in the copy of the Statement of Financial Position and the Statement of Comprehensive Income, which had already been distributed to all shareholders, and could be summarized as follows:

Total Assets	Baht	565,861	Million
Total Liabilities	Baht	260,699	Million
Total Revenues	Baht	14,681	Million
Net Profit	Baht	3,999	Million

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The Chairperson then provided an opportunity for questions and comments by shareholders. There were questions and comments from the shareholders and the Company's replies were summarized as follows:

1. How long did the Company anticipate it would take to restore the Company's profitable business operations and reduce the Company's indebtedness as a result of the frequency spectrum auction which put the Company in continued loss?

The Company explained that despite the Company's loss in respect of its operating results (based on consolidated financial statements) in the previous year after the amalgamation, the net loss had been reducing quarterly, as seen from the Q4 net loss which was dropped by Baht 1,200 million from Q2 net loss. In 2024, the Company's goals are to increase the Company's revenue and EBITDA growth upon realization of synergistic effects and economy of scale from the amalgamation and the efficient cost management as well as maintaining financial and treasury discipline where investment will be carefully reviewed. Based on the foregoing, the Company believes that this year it will continue to achieve the profitability and sustainable growth.

1. When the Company could be able to pay dividend to shareholders?
   The Company explained that dividend payments depend upon the Company's operating results in which it is the Company's dividend policy that 50 percent of profits will be paid out as dividend; the Company's goal is to consistently achieve profit this year and the following years.
2. Can other businesses, not related to telecommunications, generate revenue to the Company?
   The Company explained that other businesses are relevant to and supported the Company's core business, for example, True ID contributes to the collection of data relating to customers service use behaviour which could be used to support generation of income and creation of customers' satisfaction; therefore, the Company plans to continue to operate other businesses which are supportive and supplementary to the Company's core business. However, the Company plans to reduce costs to suitable level while growing the organization. True ID has costs but it can generate a double-digit revenue and offer difference in services comparing to the Company's competitors. Therefore, True ID will generate business growth while creating product and service difference to the Company's competitors.
3. After the amalgamation of former True and dtac, could users of dtac network use True network and were there additional costs?
   The Company explained that dtac network users can use True network without additional cost since the networks of the two companies were interconnected and both companies became a single company after the amalgamation. However, at present the two separate brands are retained to ensure there is no confusion amongst customers.

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1. As the Company offer a range of products and services, what were the breakdowns of costs and income by product and service?
   The Company explained that there were 4 core business groups:
   Group 1: mobile business comprising prepaid and postpaid mobile service under True and dtac brand;
   Group 2: broadband business comprising broadband internet, Smart CCTV and Smart Living;
   Group 3: TV and Entertainment business comprising Pay TV, events, concerts and contents;
   Group 4: Digital business comprising True ID which is virtually the ecosystem to provide customers with access to the Company's services through mobile devices, broadband internet or TV, plus extra privileges offered to customers, which fulfilling their digital lifestyle while reducing service cancellations.
   The Company had been regularly monitoring performance and income profile of business units, each of which was complementary to each other with definitive cost sharing. However, it was noted that the Company's financial statements were published to the public on a consolidated basis which presented only the margin rate for each product while sale and administrative costs were combined, so any precise breakdowns of revenue by each product were not possible.
   Furthermore, certain costs were common, but due to the administration of several brands, such costs were shared; performance of each business unit was evaluated based on its income; any business unit with unfavourable performance may be considered for closing; the Management would review costs of each business unit in details. The Company expressed appreciation for the shareholders' comments on key data breakdowns by business unit which would be further considered by the Management.
2. As the Company's core business comprised 4 Business Group, what was the profit and loss of True Plook Panya?
   The Company explained that True Plook Panya is not a business unit. It is the foundation under the group of the Company with an objective of supporting education. It forms part of the Company's CSR efforts and is beneficial to the Company's corporate image in terms of social contributions.
3. The Company mentioned about a revenue growth, how would the growth be generated from each business unit?
   The Company explained that the Company's core revenue is derived from mobile business, accounting for more than 85 percent of the Company's total revenue. Therefore, the Company's main growth driver in 2024 remains to be the mobile business. Revenue growth of mobile business or telecommunications business is in line with Thailand's GDP growth rate. Moreover, the growth of tourists in Thailand would be another major driver for the Company's revenue growth.

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The Company is also in a process of reduction of expenses and costs from overlapped infrastructure following the amalgamation. Such cost reduction efforts were clearly tangible later in Q3 and Q4 of 2023, representing significant reduction in expenses, and the Company expects that EBITDA growth would have positive impact on cash flow of the Company, leading to decrease in debts and interest expenses and in turn generating more tangible profitability.

1. Would the net profit margin grow after former True and dtac amalgamation?
   The Company explained that the Company is in a process of cost reduction to be in line with competitors'in the industry as a result of expansion in customers base of the Company. This industry is highly competitive and each operator has different customers base while their level of investment are quite similar; therefore, an operator with smaller customers base would be less profitable. Therefore, when customers base of the Company grow, the Company would save much more costs and would boost the Company's net profit margin to the similar level of competitors of the Company.
2. The Company's current debt to equity ratio is around 7-8 times, how could the Company reduce the ratio?
   The Company explained that the Company is in a process of reduction of expenses and costs from overlapped infrastructure following the amalgamation which would boost the Company's EBITDA growth while reducing the Company's interest paid and debts. This would have a contributory effect that the Company would have more profit while the Company's debt to equity ratio would be improved.
3. In what year did the Company expect better operating results?
   The Company explained that the Board of Directors and the Management of the Company set a target of improving operating results within 3 years. However, the Company could not confirm any definitive period as any disclosure of such information is subject to restriction under the relevant law.
4. Is there a plan of the Company for another capital increase?
   The Company explained that at present there is no plan on capital increase as the operating results of the Company are improving.
5. Why there were frequent issuances of debentures?
   The Company explained that debentures are issued to generate proceeds to repay mature debts of the Company. Each debentures series is issued in line with the maturity period of existing debts. The Company confirmed that it had made punctual interest payments under debentures and there were even several repayments of principal before maturity.

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