Schedule of unitholder meeting/Two-way communication
Subject : Schedule of unitholder meeting
Date announced : 20-Feb-2026
Meeting date of unitholders : 27-Apr-2026
Beginning time of meeting (hh:mm) : 09 : 30
Record date for the right to attend the : 06-Mar-2026
meeting
Ex-meeting date : 05-Mar-2026
Significant agenda item :
- Connected Transaction
Venue of the meeting : Electronic Meeting
Remark :
No. JorTor 11 - 690030
20 February 2026
Subject: Notification of Resolutions of the Meeting of the Investment Committee
of Property and Infrastructure Fund of SCB Asset Management Company Limited, as
the management company of the Digital Telecommunication Infrastructure Fund, and
the Convening of the Meeting of Unitholders No. 1/2026
To: President
The Stock Exchange of Thailand
SCB Asset Management Company Limited, as the management company (the "Management
Company") of the Digital Telecommunication Infrastructure Fund (the "Fund")
would like to inform the Stock Exchange of Thailand that the meeting of the
Investment Committee of Property and Infrastructure Fund (the "Investment
Committee") held on 20 February 2026, has passed the following important
resolutions:
1. Approved to propose to the following matters to the Meeting of Unitholders
No. 1/2026 in connection with the internal restructuring transaction of the
companies within True Corporation Public Company Limited ("TRUE") involving True
Move H Universal Communication Co., Ltd. ("TUC"), Asia Wireless Communication
Co., Ltd. ("AWC") and BFKT (Thailand) Company Limited ("BFKT"), being TRUE's
direct subsidiary (TUC) and indirect subsidiaries (AWC and BFKT), in each of
which TRUE holds 99.99 per cent of the total issued shares (the "Internal
Restructuring Transaction"):
1.1 To consider and approve the entry into a confirmation and undertaking
agreement with TUC; and
1.2 To consider and approve the amendments to the fund scheme.
A summary of the key information relating to the Internal Restructuring
Transaction is set out below:
A. Background
The Management Company has been informed by TUC, AWC and BFKT that, as part of
the Internal Restructuring Transaction, TUC, AWC and BFKT will proceed with an
amalgamation pursuant to Section 1238(2) of the Civil and Commercial Code (the
"Amalgamation").
Upon completion of the Amalgamation, AWC and BFKT will cease to exist as
juristic persons and TUC will be the surviving entity. By operation of law, TUC
will assume all assets, liabilities, rights, duties and responsibilities of AWC
and BFKT.
B. Consequences of the Amalgamation
The Amalgamation will have the following consequences:
(i) Ownership of the Telecom Infrastructure Assets, being fiber optic cable of
7,981 km or equal to 303,453 core km in upcountry regions of Thailand owned by
AWC and currently leased by the Fund from AWC pursuant to a long term lease
agreement dated 5 March 2015 (the "LTLA"), will be transferred to TUC by
operation of law.
(ii) Ownership of the remaining telecommunication towers, being 392 towers
currently owned by AWC and 50 towers owned by BFKT, will be transferred to TUC
by operation of law (the "Remaining Telecommunications Towers"). The Remaining
Telecommunication Towers are currently leased by TUC from AWC and BFKT pursuant
to the relevant tower slot lease agreements between AWC/BFKT, as lessor, and
TUC, as lessee (collectively, the "Tower Slots Lease Agreements"). The Tower
Slots Lease Agreements will cease to have effect by operation of law, as the
lessor and lessee will merge into a single entity (TUC).
(iii) The obligation of each of AWC and BFKT to deliver the sale revenue in
relation to the Tower Slots Lease Agreements to the Fund under the asset and
revenue sale and transfer agreement between AWC and the Fund dated 24 December
2013 and the asset and revenue sale and transfer agreement between BFKT and the
Fund dated 24 December 2013 (collectively, the "ARSTAs") will become an
obligation of TUC by operation of law following the Amalgamation.
The consequences of the amalgamation are illustrated below:
Before the Amalgamation
After the Amalgamation
C. The Proposed Actions to be Undertaken by the Fund
In order to reflect the Internal Restructuring Transaction, the Fund, by the
Management Company proposes that the Fund undertake the following actions:
(i) enter into a confirmation letter with TUC, pursuant to which TUC shall
confirm that it assumes all rights and obligations of AWC under the LTLA, to the
extent that such rights and obligations remain applicable to AWC as at the date
of the Amalgamation; and
(ii) enter into a confirmation and undertaking agreement with TUC to replace the
ARSTAs, pursuant to which TUC shall undertake to make payments to the Fund in
an amount equal to the monthly rental revenue that BFKT and AWC were required to
deliver to the Fund under the ARSTAs, and shall confirm that TUC assumes the
rights and obligations of BFKT and AWC under the ARSTAs and all relevant
documents and agreements entered into thereunder, to the extent that such rights
and obligations remain applicable to BFKT and AWC as at the date of the
Amalgamation, and upon such confirmation and undertaking agreement becoming
effective, the ARSTAs shall be terminated.
In connection with the foregoing, the fund scheme will be amended to reflect the
Internal Restructuring Transaction and the actions to be undertaken by the Fund
as described above.
In undertaking the actions in paragraph C(ii) above and the amendment of the
fund scheme, the Fund must obtain approval from the meeting of unitholders as
required by law.
2. Approved the convening of the meeting of unitholders No. 1/2026 on 27 April
2026 at 9.30 a.m. via electronic meeting with the agenda as follows:
Agenda 1 To consider and approve the entry into a confirmation and undertaking
agreement with TUC and the amendments to the fund scheme to reflect the internal
restructuring transaction of TUC
Agenda 1.1 To consider and approve the entry into a confirmation and undertaking
agreement with TUC to reflect the internal restructuring transaction of TUC
Agenda 1.2 To consider and approve the amendments to the fund scheme to reflect
the internal restructuring transaction of TUC
Agendas 1.1 and 1.2 are interrelated and must be approved by the unitholders at
the meeting in all respects. In the event that any agenda item is not approved
by the unitholders, any other agenda item which has been approved earlier at the
unitholders meeting shall be deemed cancelled, and the remaining agenda item(s)
shall not be considered further.
Agenda 2 Other matter (if any)
3. Approved to fix 6 March 2026 as the date to determine the unitholders being
entitled to attend the meeting of unitholders No. 1/2026 (Record Date).
Please be informed accordingly.
Yours sincerely,
Digital Telecommunication Infrastructure Fund
By SCB Asset Management Company Limited
(Ms. Tipaphan Puttarawigorm)
Executive Director
Property & Infrastructure Investment Group
______________________________________________________________________
Connected transaction
There are the agenda as follows:
Agenda 1 To consider and approve the entry into a confirmation and undertaking
agreement with TUC and the amendments to the fund scheme to reflect the internal
restructuring transaction of TUC
Agenda 1.1 To consider and approve the entry into a confirmation and undertaking
agreement with TUC to reflect the internal restructuring transaction of TUC
Agenda 1.2 To consider and approve the amendments to the fund scheme to reflect
the internal restructuring transaction of TUC
Agendas 1.1 and 1.2 are interrelated and must be approved by the unitholders at
the meeting in all respects. In the event that any agenda item is not approved
by the unitholders, any other agenda item which has been approved earlier at the
unitholders meeting shall be deemed cancelled, and the remaining agenda item(s)
shall not be considered further.
Agenda 2 Other matter (if any)
______________________________________________________________________
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"full details" in attached file.
This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand and Thailand Futures Exchange Pcl. have no responsibility for the accuracy and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.