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Date/Time
21 Jun 2019 19:01:00
Headline
Resolutions of the Extraordinary Meeting of Unitholders of Digital Telecommunications Infrastructure Fund No. 1/2019
Symbol
DIF
Source
DIF
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                Resolution of investment unitholders'/trust unitholders' meeting

Subject                                  : Investment unitholders' resolution
Meeting date                             : 21-Jun-2019
Meeting's resolution                     : Accordingly approved with fund 
manager's proposal
Remark                                   :
JOR TOR 11-620234
21 June 2019

To:     The President The Stock Exchange of Thailand
Re:     Notification of Resolutions of the Extraordinary Meeting of Unitholders of 
Digital Telecommunications Infrastructure Fund No. 1/2019
The Extraordinary Meeting of Unitholders of Digital Telecommunications 
Infrastructure Fund (the "Fund") No. 1/2019 held on 21 June 2019 from 9.30 a.m.
at Grand Ballroom, 2nd Floor, Shangri-La Hotel No. 89 Soi Suanplu Bang rak
District, Bangkok 10500; while opening the meeting, having the total number of
unitholders attending the meeting in person and by proxy being 1,553 persons
holding altogether 5,440,739,937 investment units equivalent to 56.45 percent of
the total number of issued investment units of the Fund (9,637,943,054
investment units) has passed the resolutions which can be summarized as follows:
Agenda 1    Approved the amendments to the fund scheme to reflect the change in the
rental structure of the telecommunications towers of AWC which the fund has
invested in the right to receive benefit from net revenue derived from the lease
 of telecommunications towers owned by AWC to BFKT
SCB Asset Management Company Limited (the "Management Company") informed the 
meeting that this agenda requires the resolution by the majority of the
unitholders who attend the meeting and are entitled to vote in compliance with
the relevant notifications of the SEC.
The meeting has passed the resolutions to approve the amendments to the fund 
scheme to reflect the change in the rental structure of the telecommunications
towers of AWC which the fund has invested in the right to receive benefit from
net revenue derived from the lease of telecommunications towers owned by AWC to
BFKT, as proposed in all aspects with the number of affirmative votes of
5,917,238,073 investment units out of the total number of 5,944,047,442
investment units held by the unitholders attending the meeting and having the
right to vote, or equivalent to 99.5490 percent of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote (in this Agenda, there were unitholders who casted dissenting
votes in a number of 5,237,780 units, abstained their votes in a number of
21,527,189 units and with invalid ballot 44,400 units).
It is noted that the draft amendments to the fund scheme is subject to change as
the Management Company deems appropriate to be in line with and/or in
accordance with the final terms and conditions of the change of rental structure
of AWC Telecom Towers and/or as agreed by the parties and/or in compliance with
the rules, advice or instruction of the Office of the Securities and Exchange
Commission ("SEC Office").
It is also noted that the draft fund scheme with the proposed amendments as to 
update information in relation to the change of rental structure of AWC Telecom
Towers, including updating information in the fund scheme to be up-to-date,
complete and in accordance with the rules prescribed by or advice or the
instruction of the SEC Office will come into force upon the completion of the
change of rental structure of AWC Telecom Towers.
The meeting resolved that the Management Company be approved to amend the 
details of the fund scheme to reflect the rental structure of AWC Telecom Towers
which will be changed 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 proposed above 
in order to reflect the rental structure of AWC Telecom Towers which will be
changed or as the Management Company deems appropriate or as agreed by the
parties or in accordance with the advice or the instruction of the SEC Office
including to be authorised to execute, certify, prepare and deliver relevant
documents as necessary as well as to contact, consult, coordinate, prepare, seek
for approval, consent, permission or waiver from the SEC Office, the Stock
Exchange of Thailand, government agencies or state organisations or any other
persons in relation thereto.
(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 2    Approved the investment in the Additional Telecom Infrastructure Assets
 No. 4
 The Management Company informed the meeting that all of the 5 sub-agendas of 
this Agenda 2 were related and interconnected and were of importance to the
additional investment by the Fund. The Management Company informed that the
Management Company will be able to invest in the Additional Telecom
Infrastructure Assets No. 4 only if all the sub-agendas are approved by the
meeting.
Agenda 2.1    Approved the investment in the Additional Telecom Infrastructure 
Assets No. 4
The Management Company informed the meeting that this agenda requires the 
resolution by the affirmative 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. 4 in compliance with the
relevant notifications of the SEC.
The meeting has resolved to approve the investment in the Additional Telecom 
Infrastructure Assets No. 4 which is an entry into a transaction with a related
person as proposed in all respects, with the number of affirmative votes of
3,026,307,705 investment units out of the total number of investment units held
by the unitholders attending the meeting and having the right to vote of
3,052,690,430 units, or equivalent to 99.1358 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 Corporation Public Company Limited ("TRUE") which is the
parent company of the seller of the Additional Telecom Infrastructure Assets No.
4, and Real Move Company Limited ("RMV") which is one of the sellers of the
Additional Telecom Infrastructure Assets No. 4. Both TRUE and Real Move are the
unitholders having special interests in the investment in the Additional Telecom
Infrastructure Assets No. 4. In this regard, as of 28 May 2019, TRUE and RMV
hold 2,485,561,900 units and 405,821,017 units respectively which are equivalent
to 25.79 and 4.21 percent of the total number of issued investment units
respectively. (In this Agenda, there were unitholders who casted dissenting
votes in a number of 4,901,127 units, abstained their votes in a number of
21,474,598 units and with invalid ballot 7,000 units). The details of which are
as summarized below:
The Fund is to enter into the investment transactions in respect of the 
additional telecommunications infrastructure assets with subsidiaries of True
Group (the "Additional Telecom Infrastructure Assets No. 4") which comprise:
(a)    ownership in approximately 788 completed and ready-for-operation 
telecommunications towers and other related passive telecommunications
infrastructure of True Move H Universal Communication Company Limited ("TUC");
(b)    ownership in the fibre optic cables ("FOC") currently used for provision of 
mobile services in provincial areas (FOC Mobile Access UPC) with approximate
distance 1,795 kilometres (or approximately 107,694 core kilometres) of TUC
(c)    ownership in the FOC currently used for Fibre to the X ("FTTx") system ("FOC
for FTTx") for provision of internet and broadband internet services in Bangkok
Metropolis and provincial areas with approximate distance of 315 kilometres (or
approximately 40,823 core kilometres) and approximate distance of 617
kilometres (or approximately 37,505 core kilometres) respectively of RMV ;
(d)    ownership in the FOC for FTTx for provision of internet and broadband 
internet services in provincial areas with approximate distance of 2,797
kilometres (or approximately 109,704 core kilometres) from True Internet
Corporation Company Limited ("TICC").
The fund will invest in the Additional Telecom Infrastructure Assets No. 4, the 
value of which will not exceed Baht 15,800 million (including expenses for
acquiring the assets, e.g., professional services fees, taxes and duties
relating to acquisition of the assets (if any) and expenses relating to issuance
and offering of new units etc.).  Two independent appraisers have been
appointed by the Fund to appraise the value of the Additional Telecom
Infrastructure Assets No. 4, namely, Jay Capital Advisory Company Limited and
Silom Advisory Company Limited. As of 30 April 2019, Jay Capital Advisory
Company Limited has appraised the value of the Additional Telecom Infrastructure
Assets No. 4 by income approach, which is the discounted cash flow method
(DCF), and the appraised value is in the range of Baht 14,329.04 million to Baht
16,023.75 million. As of 30 April 2019, Silom Advisory Company Limited has
appraised the value of the Additional Telecom Infrastructure Assets No. 4 by the
income approach, which is the discounted cash flow method (DCF), and the
appraised value is in the range of Baht 14,851.10 million to Baht 16,173.29
million.  In the case that the investment in the Additional Telecom
Infrastructure Assets No. 4 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. 4, the Fund will engage two independent appraisers
which may be the same or different appraisers to re-appraise the Additional
Telecom Infrastructure Assets  No. 4 in accordance with the rules prescribed
under the Notification of the Capital Market Supervisory Board No. TorNor.
38/2562 Re: Rules, Conditions and Procedures for Establishment and Management of
 Infrastructure Funds dated 25 April 2019 ("TorNor. 38/2562 Notification").
The investment in the Additional Telecom Infrastructure Assets No. 4 comprises 
the entry into the transactions with TUC, RMV and TICC which are considered the
related persons of the Fund by virtue of the definition of the term prescribed
under the TorNor. 38/2562 Notification, and the Notification of the SEC Office
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);
therefore, since TUC, RMV and TICC are the subsidiaries of TRUE. As of 31
December 2018, TRUE holds (directly and indirectly) 100.00, 99.74, and 100.00
per cent of the total number of issued shares of the three companies,
respectively; and TRUE and RMV are unitholders of the Fund, holding 25.79 and
4.21 per cent of the total issued investment units of the Fund as of 28 May
2019, respectively. It is expected that the Fund will enter into the agreements
and/or other documents in relation to the investment in the Additional Telecom
Infrastructure Assets No. 4 after the Fund has obtained approval of the meeting
of unitholders of the Fund and has completed its increase of registered capital
and offering of new investment units of the Fund as well as other arrangements.
Based on the foregoing information, the investment in the Additional Telecom 
Infrastructure Assets No. 4 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. 4 will not exceed 10.51 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 31 March 2019, is amounted to Baht 150,289.60  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 TorNor.
38/2562 Notification.
In addition, the Management Company also prepares the projected financial 
information which reflects the investment in the Additional Telecom
Infrastructure Assets No. 4 for the projection period from 1 October 2019 to 30
September 2020.
The financing of this investment in the Additional Telecom Infrastructure Assets
No. 4 will be the proceeds from the increase of the Fund's registered capital
and offering of new investment units of the Fund, according to the details
described in Agenda 2.4.
     Conditions for investment in the Additional Telecom Infrastructure Assets No. 
4
 Investment in the Additional Telecom Infrastructure Assets No. 4 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. 4;
-    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. 4 and seeking of benefits from such assets;
-    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.
4, the Management Company has appointed The Siam Commercial Bank Public Company
Limited ("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 and the
investment structure. 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. 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). However, Siam Commercial Bank may be engaged as financial advisor to
other clients with potential conflicts of interest with the Fund. In such case,
the Management Company has considered and determined that Siam Commercial Bank
has established the measures to prevent against conflicts of interest and has
the confidentiality measures which are appropriate.
In this regard, the meeting of unitholders resolved to approve the entry into 
the transaction to invest in the Additional Telecom Infrastructure Assets No. 4,
which involves the entry into a transaction with a related person, as proposed
in all aspects, including granting the following authorisation to the Management
 Company:
(1)    To determine the final amounts, details, characteristics and price of the 
Additional Telecom Infrastructure Assets No. 4 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 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. 4;
(3)    To contact, consult, coordinate, prepare or seek approvals, permits, 
authorisations or waiver with or from the SEC Office, the Stock Exchange of
Thailand, government agencies or state organisations or any person, as well as
to be authorised to sign, certify, prepare and deliver any relevant documents as
necessary for the completion of the investment in the Additional Telecom
Infrastructure Assets No. 4;
(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. 4; and
(5)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (4).

Agenda 2.2    Approved the entry into the agreement in relation to the seeking of 
benefits from the Additional Telecom Infrastructure Assets No. 4
The Management Company informed the meeting that this agenda requires the 
resolution by the affirmative 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. 4 in compliance with the
relevant notifications of the SEC.
The meeting has passed the resolutions to approve the entry into the agreement 
in relation to the seeking of benefits from the Additional Telecom
Infrastructure Assets No. 4 as proposed in all respects, with the number of
affirmative votes of 3,026,418,196 investment units out of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote of 3,052,690,430 units, or equivalent to 99.1394 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 and RMV which are unitholders having special
interests in respect of the seeking of benefits from Additional Telecom
Infrastructure Assets No. 4. In this regard, as of 28 May 2019, TRUE and RMV
hold 2,485,561,900 units and 405,821,017 units respectively which are equivalent
to 25.79 and 4.21 percent of the total number of issued investment units
respectively. (In this Agenda, there were unitholders who casted dissenting
votes in a number of 4,889,127 units, abstained their votes in a number of
21,378,107 units and with invalid ballot 5,000 units). The details of which are
as summarized below:
After having invested in the Additional Telecom Infrastructure Assets No. 4, the
Fund will seek benefits from the Additional Telecom Infrastructure Assets No.
4, with the details by each related person as follows:
1.    TUC
The Fund will lease out the following assets to TUC under the terms and 
conditions to be agreed by the Fund and TUC
(a)    Approximately 55 per cent of slots (equivalent to approximately 1,576 slots)
on total slots of approximately 2,877 slots on approximately 788
telecommunication towers acquired from TUC with the lease term ending on 15
September 2033 and the total rental of approximately Baht 3,600 million
(b)    Approximately 80 per cent of FOC currently used for provision of mobile 
services in provincial areas acquired from TUC with approximate distance of
1,795 kilometres (or approximately 107,694 core kilometres) with the lease term
ending on 15 September 2033 and the total rental of approximately Baht 4,800
million. TUC and/or company in TRUE Group may extend the lease for another 10
years after the expiry of the first lease period or until the expiry of the
obtained license for operating telecommunication business (whichsoever is
earlier), in accordance with the details under the prescribed conditions.
2.    TICC
    The Fund will lease out certain capacity of 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 Bangkok Metropolis and provincial
areas with approximate total capacity of 40,823 core kilometres and 37,505 core
kilometres respectively,  acquired from RMV with a lease term ending on 15
September 2033 and the rental of approximately Baht 1,900 million and 1,700
million respectively, in which TICC and/or a company within TRUE group may
extend the lease for another 10 years after the expiry of the first lease period
or until the expiry of the obtained license for operating telecommunication
business (whichsoever is earlier), in accordance with the details under the
prescribed conditions; and
(b)    Approximately 80 per cent of FOC for FTTx currently used for provision of 
internet and broadband internet services in provincial areas with approximate
total capacity of 109,704 core kilometres  acquired from TICC with a lease term
ending on 15 September 2033  and the rental of approximately Baht 4,700 million,
in which TICC and/or a company within TRUE group may extend the lease for
another 10 years after the expiry of the first lease period or until the expiry
of the obtained license for operating telecommunication business (whichsoever is
earlier), upon fulfilment of the prescribed conditions, in accordance with the
details under the prescribed conditions.
In seeking the benefits from the Additional Telecom Infrastructure Assets No. 4,
the Fund will enter into the transaction with TUC and TICC by entering into the
amendment agreements in relation to the benefit seeking from the
telecommunications infrastructure assets currently invested by the Fund to
reflect the additional investment. The entry into the amendment agreements
and/or other documents in relation to the investment in the Additional Telecom
Infrastructure Assets No. 4 will be made after the Fund has obtained the
approval of the meeting of unitholders and the increase of the registered
capital of the Fund, the offering of new investment units and other arrangement
have been completed. TUC and TICC 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. 4 will be of approximately
Baht 16,700 million from the total rental throughout the lease term in respect
of the entry into the transaction with TUC and TICC in relation to the seeking
of benefits from the Additional Telecom Infrastructure Assets No. 4 which will
amount to approximately Baht 8,400 million and Baht 8,300 million, respectively.
The total transaction size will not more than 11.11 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 31 March 2019 is amounted to Baht
150,289.60 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 TorNor. 138/2562 Notification.
In this regard, the meeting of unitholders resolved to approve the entry into 
the agreement in relation to the seeking of benefits from the Additional Telecom
Infrastructure Assets No. 4, which involves the entry into a transaction with a
related person, as proposed in all aspects, including granting the following
authorisation to the Management Company:
(1)    To determine final amounts, details, characteristics and amount of assets to
be leased out and the rental fee 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 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. 4;
(3)    To contact, consult, coordinate, prepare or seek approvals, permits, 
authorisations or waiver with or from the SEC Office, the Stock Exchange of
Thailand, government agencies or state organisations or any person, as well as
to be authorised to sign, certify, prepare and deliver any relevant documents
necessary for the completion of the transactions in relation to the seeking of
benefits from the Additional Telecom Infrastructure Assets No. 4;
(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. 4; and
 (5)    To appoint and/or remove any sub-attorney in respect of the foregoing acts 
in (1) to (4).

Agenda 2.3    Approved the amendments to the fund scheme as to update information 
in relation to the Additional Telecom Infrastructure Assets No. 4 and the
benefit seeking from the Additional Telecom Infrastructure Assets No. 4
The Management Company informed the meeting that this agenda requires the 
resolution by the majority of the unitholders who attend the meeting and are
entitled to vote in compliance with the relevant notifications of the SEC.
The meeting has passed the resolutions to approve the amendments to the fund 
scheme as to update information in relation to the Additional Telecom
Infrastructure Assets No. 4 and the benefit seeking from the Additional Telecom
Infrastructure Assets No. 4, as proposed in all aspects with the number of
affirmative votes of 5,922,310,229 investment units out of the total number of
5,944,073,347 investment units held by the unitholders attending the meeting and
having the right to vote, or equivalent to 99.6339 percent of the total number
of investment units held by the unitholders attending the meeting and having the
right to vote (in this Agenda, there were unitholders who casted dissenting
votes in a number of 296,211 units, abstained their votes in a number of
21,461,907 units and with invalid ballot 5,000 units).
However, the draft amendments to the fund scheme is subject to change as the 
Management Company deems appropriate to be in line with and/or in accordance
with the final terms and conditions of the investment in the Additional Telecom
Infrastructure Assets No. 4, as well as the seeking of benefits from such
assets, including the capital increase and the offering of new investment units,
 and/or in compliance with the rules, advice or instruction of the SEC Office.
It is noted that the draft fund scheme with the proposed amendments as to update
information in relation to the Additional Telecom Infrastructure Assets No. 4,
including updating information in the fund scheme to be up-to-date, complete and
in accordance with the rules prescribed by or advice or the instruction of the
SEC Office will come into force upon the completion by the Fund of the increase
of registered capital and the investment in the Additional Telecom
Infrastructure Assets No. 4 as well as the entry into the agreements in relation
to the benefit seeking from the additional telecommunications infrastructure
assets.
In this regard, the meeting of unitholders resolved to approve that the 
Management Company be authorised to proceed with 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 proposed above 
in order to reflect the investment in the Additional Telecom Infrastructure
Assets No. 4 and the benefit seeking from such assets as the Management Company
deems appropriate or in accordance with the advice or the instruction of the SEC
Office, including an increase of capital and the offering of new investment
units of the Fund, including to be authorised to execute, certify, prepare and
deliver relevant documents as necessary as well as to contact, consult,
coordinate, seek for approval, consent, permission or waiver from the SEC Office
and/or the Stock Exchange of Thailand and/or government agencies or state
organisations or any person, or any other persons in relation thereto.
(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 2.4    Appoved the capital raising in relation to the investment in the 
Additional Telecom Infrastructure Assets No. 4
Agenda 2.4.1    Approved the capital increase of the Fund
The Management Company informed the meeting that this agenda requires the 
resolution by the affirmative votes of not less than three-fourth of the total
number of investment units represented by the unitholders attending in
compliance with the relevant notifications of the SEC.
The meeting has passed the resolutions to approve the capital increase of the 
Fund, as proposed in all aspects with the number of affirmative votes of
5,921,780,529 investment units out of the total number of 5,944,073,347
investment units held by the unitholders attending the meeting and having the
right to vote, or equivalent to 99.6250 percent of the total number of
investment units held by the unitholders attending the meeting and having the
right to vote (in this Agenda, there were unitholders who casted dissenting
votes in a number of 755,511 units, abstained their votes in a number of
21,517,307 units and with invalid ballot 20,000 units). The details of which are
 as summarized below:
The capital increase of registered capital of the Fund be approved for the 
amount of not exceeding Baht 10,500,000,000, originally from Baht 96,379,430,540
at a par value of Baht 10 per unit, up to Baht 106,879,430,540, by way of
issuance and offering of up to 1,050,000,000 new investment units. The
determination of the offering amount and offering price of new investment units
will be considered and determined by the Management Company based on the
appraised price of the Additional Telecom Infrastructure Assets No. 4 made by
two independent appraisers, the investment policy for the investment in the
Additional Telecom Infrastructure Assets No. 4 as well as other relevant factors
including the condition of the money and capital market during the offering
period; the appropriate rate of return for investors; the commercial potential
of the assets to be invested; the local as well as international interest rates
etc.
In this regard, the meeting of unitholders resolved to approve the capital 
increase of the Fund, as proposed in all aspects, including granting the
following authorisation to the Management Company:
(1)    To consider, 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, consult, coordinate, prepare or seek approval, consent, permission or
waiver from 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 2.4.2    Approved the issuance and allocation of new investment units
The Management Company informed the meeting that this agenda requires the 
resolution by the majority of the unitholders who attend the meeting and are
entitled to vote in compliance with the relevant notifications of the SEC.
The meeting has passed the resolutions to approve the issuance and allocation of
new investment units, as proposed in all aspects with the number of affirmative
votes of 5,921,548,976 investment units out of the total number of
5,944,073,347 investment units held by the unitholders attending the meeting and
having the right to vote, or equivalent to 99.6211 percent of the total number
of investment units held by the unitholders attending the meeting and having the
right to vote (in this Agenda, there were unitholders who casted dissenting
votes in a number of 873,464 units, abstained their votes in a number of
21,645,907 units and with invalid ballot 5,000 units). The details of which are
as summarized below:
In order to reflect the capital increase of the Fund of the previous agenda 
item, the allocation of new investment units be approve in the amount of not
exceeding 1,050,000,000 units to the existing unitholders whose names appear in
the unitholder register book as at the date to determine the unitholders
entitled to subscribe for the new investment units in proportion to their
unitholding (Record Date), but the Management Company may, in its discretion,
decline any allocation of new investment units to any of its existing
unitholders if such allocation constitutes or may constitute a violation of the
law or any rules and regulations of foreign jurisdictions by  the Fund or
results or may result in the Management Company being subject to duties for any
arrangement in addition to those required under Thai law (collectively referred
to as the "Entitled Existing Unitholders"). In this regard, the Entitled
Existing Unitholders may subscribe in accordance with, over or below their
entitlement or not at all.
In cases where there are remaining investment units after the first round of the
offering to the Entitled Existing Unitholders, such remaining investment units
may be re-allocated to the Entitled Existing Unitholders, who express their
intention to oversubscribe their entitlement, in proportion to their unitholding
at least once or until all new investment units are allocated. The details of
the allocation of the new investment units will be as specified in the document
related to the subscription for new investment units and the draft prospectus.
The new investment units as described under this agenda item will not be 
registered under U.S. Securities Act of 1933 or under the laws of any states in
the United States or the laws of any jurisdiction other than Thailand, and may
not be offered to existing unitholders of US nationality or other nationalities
other than Thai nationality if such offering or sale constitute or may
constitute a violation of the laws or rules or regulations under such
jurisdiction by the Fund or the Management Company or results or may result in
the Management Company being subject to duties for any arrangement in addition
to those required under Thai law.
The Management Company will determine the Record Date and 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.
In this regard, the meeting of unitholders resolved to approve the issuance and 
allocation of new investment units, as proposed in all aspects, 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 Entitled Existing
Unitholders, 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 a violation by the Fund or the Management Company of the law or
any rules and regulations of foreign jurisdictions, or may require the
Management Company to make any arrangement in addition to those prescribed under
 Thai law;
(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).

Please be informed accordingly.


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



(Mrs Tipaphan Puttarawigorm)
Executive Vice President, Property & Infrastructure Investment Group
______________________________________________________________________
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