True Public : Resolutions of the Board of Directors Meeting on the Share Repurchase Program for Financial Management Purpose, the Postponement of the AGM 2020, the Payment of Interim Dividend, and the Proposal to Appoint a New Director

(Translation)

Ref: TRUE-SEC 008/2563

27th March 2020

The President of the Stock Exchange of Thailand

The Stock Exchange of Thailand

Subject:	Notification of Resolutions of the Board of Directors Meeting on the Share
	Repurchase Program for Financial Management Purpose, the Postponement
	of the 2020 Annual General Meeting of the Shareholders, the Payment of
	Interim Dividend, and the Proposal to Appoint a New Director
Reference:	The Company's Notification Ref: TRUE-SEC 005/2563 regarding the Date
	fixed for the Annual General Meeting of the Shareholders for the Year 2020
	and Dividend Payment, dated 28th February 2020
Enclosure:	Share Repurchase Program for Financial Management Purpose Disclosure Form

True Corporation Public Company Limited (the "Company") would like to inform you that the Board of Directors Meeting No. 3/2563 held on 27th March 2020 has passed the following important resolutions:

1. Resolved to approve the share repurchase program for financial management purpose in the maximum amount not exceeding Baht 1,500 million, details are as appeared in the Enclosure.
2. Due to the pandemic situation of Coronavirus Disease 2019 (COVID-19) which has a tendency to spread and increase rapidly, and the Government has requested general public for cooperation to abstain from holding meetings or mass gatherings as well as issued the Emergency Decree regarding the public administration in the emergency situation in order to control the spread of COVID-19, the Board resolved that the Annual General Meeting of the Shareholders for the Year 2020 (the AGM) dated 30th April 2020 as called by the resolutions of the Board of Directors No.2/2563 would be indefinitely postponed. Thus, the AGM date which was previously scheduled on 30th April 2020, the agenda and the record date for AGM, which was formerly set on 16th March 2020 were canceled. The postponement will not cause any significant effect to the Company's business operation and shareholders' rights to receive the dividend. In this regard, the
   Board of Directors will reconsider and reset the date of the AGM, agenda and the record date of the AGM when the situation is resolved and it is deemed appropriate and will subsequently inform you of the aforementioned information.

1. Resolved to approve the payment of interim dividend from the Company's 2019 net profit based on the Company's latest audited financial statements ended 31st December 2019 to shareholders at the rate of Baht 0.09 per share. The dividend rate remains unchanged from the rate previously declared on 28th February 2020 via the Stock Exchange of Thailand. Such dividend payment will be made to shareholders whose names appear in the shareholder register book as of the date on which the list of shareholders entitled to the dividend is determined, which is 16th March 2020, which is the same date as previously declared on 28th February 2020 via the Stock Exchange of Thailand, with the date of dividend payment on 27th April 2020.
2. Acknowledged the resignation of Dr. Li Zhengmao from his position as the Vice Chairman and Director of the Compensation and Nominating Committee since Dr. Li Zhengmao has been appointed to be the President of China Telecom Corporation Limited; therefore, he is no longer be able to perform a duty as a director of the Company. In this regard, the Board of Directors resolved to propose the appointment of Mr. Gao Tongqing in replacement of Dr. Li Zhengmao, provided that this matter will be proposed to the Annual General Meeting of Shareholders for the Year 2020, which the Company will subsequently inform you of the schedule.

Please be informed accordingly.

Respectfully yours,

- Signature -

Mrs. Rangsinee Sujaritsunchai

Company Secretary

- 2 -

Form TS-1.2

(Translation)

Share Repurchase for Financial Management Purposes Disclosure Form

(Under Section 66/1 (2) of the Public Company Limited Act)

True Corporation Public Company Limited

March 27, 2020

We, True Corporation Public Company Limited (the "Company"), would like to notify the resolution of the Board of Directors' Meeting, No. 3/2563, held on March 27, 2020, regarding the approval of the share repurchase program for financial management purposes, with the details as follows:

1. Share repurchase program

1. The maximum amount for the share repurchase is not exceeding Baht 1,500 million.
2. Number of shares to be repurchased is not exceeding 500 million shares
   (at par value of Baht 4 per share) or equal to approximately 1.5% of the total of paid-up capital.
3. Procedure used for the repurchasing of shares

[ / ] through the main board of the Stock Exchange of Thailand

[ ] offer to general shareholders at the price of Baht	-	per share
(the price being the same)

The repurchase period will be started from April 14, 2020 to October 13, 2020.

Remarks: The Company has to disclose the proposed share repurchase not later than 14 days prior to the date on which the shares will be repurchased

1. 1. The implementation period shall not exceed 6 months when a share repurchase scheme is by way of purchasing from the SET.
   2. The repurchase period shall not be less than 10 days and shall not exceed 20 days in the case where the offering is from the general shareholders.
2. The principle used to determine the repurchase price taking into account the average closing share price during the last 30 days prior to the date on which the company discloses the information of shares repurchase.
   The repurchase price must not exceed 115% of the average closing share price of 5 business days prior to each repurchase date.
   The average closing share price of 30 business days from February 14, 2020 to March 26, 2020 was at Baht 3.23 per share.

2. The information of the company

1. The Company's retained earning and excess liquidity is based on the latest Audited Financial Statement as of December 31, 2019.
2. • The Company's retained earnings were Baht 13,545 million.
   • The Company's debts and related interests, which shall become due within the 6 months following February 28, 2020, was equal to Baht 11,742 million.

1. 1. • Explain the basis for the Company's ability to repay the abovementioned debts and specify the source of funds for the repayment :
        As of February 28, 2020, the Company's cash and cash equivalent was
        Baht 5,953 million. In addition, the expected cash flows from operations of the Company, dividend received and loan repayment from its subsidiaries in the 6 months following February 28, 2020 will be Baht 15,717 million. Thus, the Company should have sufficient liquidity to service the abovementioned debts and the Company should have excess cash to repurchase its shares.
   2. The number of minority shareholders (free float) as in the share registration book on the latest Record Date, March 16, 2020, equals to 31.86% of the Company's paid up capital. In addition, the report of the Company's share distribution is enclosed herewith.
2. Reasons for the proposed share repurchase
   To manage the efficiency of the Company's excess liquidity
3. Potential impacts after the share repurchase.
4. 1. Impact on the shareholders : Since the repurchased shares are not eligible to receive dividend, the dividend per share and return on equity should increase.
   2. Impact on the Company : The Company's liquid assets and net asset value shall be reduced. If, at the end of the program, the Company repurchase its shares in the maximum amount as specified above, its liquid assets and net asset value will be reduced by the same amount.
5. The description of the resale of shares and of the shares written off - Procedure and period for shares resold

The Board of Directors shall determine the share resale procedure and period after 6 months from the completion date of share repurchase but no later than 3 years after such date.

• Principle used to determine the resale price
  The resale price of repurchased shares shall not be less than 85% of the average closing share price of 5 business days prior to each resale date.

6. Shares repurchased in the past

The final date of the latest share repurchase project - None -

(The new share repurchase project will be able to implement after 1 year following the final date of the last share repurchase project)

The Company certifies that the information contained in this report and attached documents are true and complete in all respects.

- Signature -

(Mrs. Rangsinee Sujaritsunchai)

Company Secretary

The Distribution of Ordinary Shares Report Form

TRUE CORPORATION PUBLIC COMPANY LIMITED

As of 16 March 2020

Company Paid-up Capital (Ordinary Shares only) 133,472,781,204.00 Baht Devided into Ordinary Shares 33,368,195,301 Shares Shares at Par Value of 4.00 Baht
		No. of Shareholders	No. of Shares	% of paid-up capital
				(Ordinary shares only)
1. Strategic Shareholder
1.1	Directors, managers, and executive management including related persons and associated persons	34	45,534,041	0.14
1.2	Shareholders who have a holding of 5% or above including related persons	33	22,690,078,317	68.00
1.3	Others controlling persons	-	-	-
2. Share Repurchase	-	-	-
3. Minor shareholders (Non-Strategic shareholders)	81,034	10,632,290,619	31.86
4. Shareholders who hold less than 1 board lot	8,846	292,324	0.00
Total		89,947	33,368,195,301	100.00

The company hereby certifies that the information above contained in this report is true and correct in all respects.

Signature

- Signature -

.............................................................................

(Mrs. Rangsinee Sujaritsunchai)

Company Secretary