Page 46 - 56-1 One Report 2022 EN

Part 1 Business Operation and Operating Performance

to be submitted to the Cabinet. Furthermore, the Cabinet was working to decrease the number of matters to be
considered by the Cabinet, subject to the Regulations of the Office of the Prime Minister, Section 22. The regulations
did not specify any further procedure once a matter has been rejected for consideration. As the matter was not
deemed to be an issue for consideration by the Cabinet, it was returned to the Ministry. The Ministry further
requested the opinion of the Juridical Council (the Council of State) on this issue twice. The Juridical Council
informed the Ministry that as the Secretary General of the Cabinet had informed the Ministry that the matter did not
need to be considered by the Cabinet, the Ministry could make the final decision in the case. Previously, the Juridical
Council had given the opinion that the Domestic Communications Satellite Operating Agreement could be
amended, per the Company’s request, because, regardless of the shareholding ratio, Intouch Holdings Plc still
retained the same rights, duties, and obligations under the agreement. Further, although Intouch Holdings Plc’s
shareholding ratio might be reduced, its duties and commitments would remain in place, and the reduction in
shareholding would not affect the benefits to be returned to the Ministry under this agreement.
Furthermore, the reduction in Intouch Holdings Plc’s shareholding in the publicly listed company, Thaicom, from
51% to 40% of total shares issued, would also negate the classification of Intouch Holdings Plc as a controlling
entity according to Section 247 of the Securities and Exchange Act B.E. 2535. In consideration of cases brought
before it under the charge of Criminal Activity by Persons Holding Political Positions, the Supreme Court deliberated
and made rulings regarding the change in Intouch Holdings Plc’s shareholding ratio. However, the Company was
not a party in the said court case. Hence, the final judgment of the Court is not binding and cannot be enforced on
the Company. Regarding any amendments to the agreement, the Company proceeded properly in compliance with
all its contractual and legal obligations, having received Ministry approval.
Later, the Ministry notified the revocation of the amendment agreement by increasing the share ratio of Intouch
Holdings Plc in the company to not less than 51% of the total shares. In this regard, Intouch Holdings Plc and the
Company clarified and refused to proceed as requested by the Ministry because the Company considered that the
amendment contract was still fully binding on the parties in all respects, which the Ministry could not revoke the
contract unilaterally. Subsequently, on September 7, 2021, the Cabinet passed a resolution requesting the Ministry
to revoke the amendment contract in accordance with the procedures of the Public-Private Partnership Act
B.E.2562. The Ministry will coordinate with the company to proceed in accordance with the resolution of the Cabinet.

The Company considers that the Company has fulfilled all duties and obligations under the agreement, which
expired on September 10, 2021. However, the Company will coordinate with the Ministry to find a suitable solution
for the benefit of all parties.
(B) Back-up satellite

According to the Domestic Communications Satellite Operating Agreement, the satellites provided under the
obligation shall be agreed upon by the Ministry and the Company. This agreement will include the technical
specifications of the satellites. Under this agreement, any subsequent satellite shall not be of lower specifications
than the initial main satellite. However, the number of transponders and frequency of the satellites will depend on
the joint consideration of the Ministry and the Company.

Where the issue of THAICOM 4 is concerned, the Company performed in strict accordance with its obligations
under the agreement. THAICOM 4 was approved by the Ministry and launched as a subordinate or backup satellite.
There is a question as to whether or not the THAICOM 4 satellite should be considered a backup satellite for
THAICOM 3 since the technical specifications are not the same as those of THAICOM 3. In the Supreme Court’s
consideration of cases brought before it under the charge of Criminal Activity by Persons Holding Political Positions,
there was a mention of some facts related to THAICOM 4. However, the Company is not a party in the said court

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