True PCL : The Board of Directors' resolution regarding the Sale of Thai Smart Card Co., Ltd. shares to CP All Public Company Limited

(Translation)

Ref: TRUE-SEC 033/2561

12th December 2018

The President of the Stock Exchange of Thailand The Stock Exchange of Thailand

Subject: The Board of Directors' resolution regarding the Sale of Thai Smart Card Co., Ltd. shares to CP All Public Company Limited

Reference :Notification Ref: TRUE-SEC 030/2561

Attachment : Information Memorandum of Connected Transaction regarding the Sale of shares in Thai Smart Card Co., Ltd. to CP All Public Company Limited

True Corporation Public Company Limited (the "Company") would like to inform you that the Board of Directors Meeting of the Company No. 7/2561 held on 12th December 2018 has passed a resolution to approve the Company to sell 25,215,600 shares of Thai Smart Card Co., Ltd. ("TSC") held by the Company, which represents 15.76% of TSC's total issued shares to CP All Public Company Limited ("CPALL"). This transaction is considered as a Connected Transaction according to the Notifications of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand. Details of the transaction are as attached herewith.

Kindly be informed accordingly.

Respectfully yours,

-Signature-

Mr. William Harris

Group Chief Financial Officer

Information Memorandum of Connected Transaction regarding the Sale of Thai Smart Card Co., Ltd. shares to CP All Public Company Limited

The Board of Directors Meeting of True Corporation Public Company Limited (the "Company")

No. 7/2561 held on 12th December 2018 has passed a resolution to approve the Company to sell 25,215,600 shares of Thai Smart Card Co., Ltd. ("TSC") held by the Company, which represents 15.76% of TSC's total issued shares to CP All Public Company Limited ("CPALL"). This transaction is considered as a Connected Transaction according to the Notifications of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand. Details of the transaction are as follows;

• 1. Date of Transaction and Related Parties

  • (a) Date of Transaction

    After the Board of Directors Meeting's approval

  • (b) Related Parties and Relationship with the Listed Company (1)

• 2. Details of Assets to be sold

  Type of share

  Nature of Business of TSC

  Registered capital

  Number of shares to be sold

  Selling price

  Par Value

  Book Value

  The Company's shareholding proportion

- After selling

Seller	:	True Corporation Public Company Limited
Purchaser	:	CP ALL
Relationship with listed company	:	CPALL is a connected person of the Company
as the Company and CPALL has Charoen
Pokphand Group Company Limited and
relevant persons as their major shareholder.
:	Ordinary Shares of TSC
:	Electronic cash card and
Electronic payment services
:	Baht 1,600 million
:	25,215,600 shares
:	Baht 18 per share which is the same price
that CPALL offered to all shareholders of
TSC and higher than Book Value of TSC
:	Baht 10 per share
:	Baht 9.33 per share
(as at 30th September 2018)
:	15.76% of total issued shares of TSC
:	None

- Before selling

Key Financial Information of TSC

Unit: Thousand Baht
2016	2017	2018
Jan - Dec	Jan - Dec	Jan - Sep
Total revenue	414,538	311,104	247,449
Profit for the period	121,738	48,986	37,505
Basic earnings per share (Baht)	0.76	0.31	0.23
31 Dec 2016	31 Dec 2017	30 Sep 2018
Total assets	2,403,517	2,425,261	2,414,753
Total liabilities	995,368	969,106	921,092
Total shareholders' equity	1,408,149	1,456,155	1,493,661
Book value per share (Baht)	8.80	9.10	9.33
List of shareholders of TSC
Shareholders

Number of Shares	Portion
1. CP All Public Company Limited	116,219,400	72.64%
2. True Corporation Public Company Limited	25,215,600	15.76%
3. Government Savings Bank	7,900,000	4.94%
4. NTT DATA Corporation	4,345,000	2.71%
5. Krung Thai Bank Public Company Limited	3,950,000	2.47%
6. SVOA Public Company Limited	1,185,000	0.74%
7. Loxley Public Company Limited	1,185,000	0.74%
Total	160,000,000	100%

Board of Directors of TSC

:

1.	Mr. Suwat	Wanisubut
2.	Mr. Korsak	Chairasmisak
3.	Mr. Umroong	Sanphasitvong
4.	Mr. Tanin	Buranamanit
5.	Mr. Vichaow	Rakphongphairoj
6.	Mrs. Amara	Klabpratum
7.	Mr. Joti	Bhokavanij
8.	Mrs. Preeprem	Sereewong
9.	Miss Jiraporn	Nukijrangsan
10.	Mr. Hironari	Tomi-Oka

3.

Total value of consideration and Size of Transaction

Total value of consideration

Total value of consideration is Baht 453,880,800, calculated from the selling of 25,215,600 shares of TSC at the selling price of Baht 18 per share.

Size of Transaction

The transaction value of Baht 453,880,800 is calculated as 0.38 % of the net tangible assets of the Company and its subsidiaries according to the latest reviewed consolidated financial statements of the Company and its subsidiaries as of 30th September 2018 whereas the approval of the Board of Directors Meeting and disclosure of Information Memorandum regarding Connected Transaction are required pursuant to the Notification of the Capital Market Supervisory Board No. TorChor 21/2551 Re: Rules on Connected Transactions and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Others Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 and the amendment.

As for Disposal of Assets, the size of transaction is calculated based on the latest reviewed consolidated financial statements of the Company and its subsidiaries as of 30th September 2018 according to the following criteria:

• 1) Net Tangible Assets

  • : Proportion of shares sold x NTA of TSC NTA of the Company and its subsidiaries

  • = 15.76% x 1,439,921 (Thousand Baht)

    118,446,680

    (Thousand Baht)

  • = 0.19%

• 2) Net profit

:

Selling ratio x Net operating profits

Net operating profits of the Company and its subsidiaries

• = 15.76% x 37,505 (Thousand Baht)

  10,035,083

  (Thousand Baht)

• = 0.06%

  3) Total value of consideration

  :

  Value of transaction

  Total assets of the Company and its subsidiaries

• = 453,880.8

  (Thousand Baht)

  490,525,273 (Thousand Baht)

• = 0.09%

  4) Value of securities

• : Not applicable as there is no issuance of securitiesThe highest calculation result for size of the disposal of assets is 0.19% of the net tangible assets according to the reviewed financial statements of the Company and its subsidiaries as of 30th September 2018, thus it is not deemed as major asset disposal transaction, pursuant to the Notification of the Capital Market Supervisory Board No. TorChor 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and

Disposition of Assets B.E. 2547 and the amendment.

• 4. The benefit expected to be generated for the Company

  For gain on investment which will benefit the Company by increasing working capital.

• 5. The proposed utilization of the proceeds from the sale

  For working capital of the Company.

• 6. Opinion of the Board on this Transaction

  The Board of Directors Meeting No. 7/2561 held on 12th December 2018, comprising of all three members of the Audit Committee i.e. Mr. Joti Bhokavanij, Dr. Kosol Petchsuwan and Mrs. Preprame Seriwongse, considered and opined that the transaction is reasonable and beneficial to the Company because the selling price is higher that the book value of TSC and is the same price that CPALL offered to other shareholders of TSC.

  The Company's Directors, namely below, are related to Charoen Pokphand Group Company Limited and did not attend the Board of Directors Meeting and had no right to vote on this agenda.

  1. Mr. Dhanin	Chearavanont
  2. Dr. Ajva	Taulananda
  3. Prof. Athueck	Asvanund
  4. Prof. Dr. Warapatr	Todhanakasem
  5. Mr. Umroong	Sanphasitvong
  6. Mr. Vichaow	Rakphongphairoj
  7. Mr. Chatchaval	Jiaravanon
  8. Mr. Soopakij	Chearavanont
  9. Mr. Narong	Chearavanont
  10. Mr. Suphachai	Chearavanont

• 7. Opinion of the Company's Audit Committee and/or Directors which are Different from the opinion of the Board of Directors in Accordance with clause 6

  - None -