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(Translation) Annual Registration Statement (Report form 56-1) For the Year 2007

True Corporation Public Company Limited


Contents Page Part I

Executive Summary

1

Part II

The Listed Company

3

1. Risk Factors

4

2. Nature of Business

13

3. Details of each Business Line

21

3.1

Products and Services

21

3.2

Marketing Strategy

35

3.3

Distribution and sales

36

3.4

Procurement of Products and Services

36

3.5

Thai Telecom Industry

37

4. Research and Development

51

5. Operating Assets

52

6. Future Projects

55

7. Legal Disputes

56

8. Capital Structure

63

8.1

Company’s Securities

63

8.2

Shareholders

73

8.3

Dividend Policy

74

8.4

Liabilities Structure

74

9. Management

79

9.1

Management Structure

79

9.2

Remuneration for the Company’s Directors and the Executive Officers

87

9.3

Corporate Governance Report

90

9.4

Insider Trading Policy

103

9.5

Personnel

103

10. Internal Controls

106

11. Connected Transactions

107

12. Financial Status and Performance

120

12.1 Auditor’s Report

120

12.2 Summary of Financial Statements

121

12.3 Financial Ratios

124

12.4 Management’s Discussion and Analysis

125

12.5 Audit Fees

140

13. Other Related Information

Part III

141

Appendix 1: Information of Directors and Executive Officers

143

Appendix 2: Information of Director of Subsidiaries

156

Acknowledgement of the correctness of the information

162


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

PART I EXECUTIVE SUMMARY True Corporation Public Company Limited, (“TRUE” or the “Company”) and its affiliates, provide telecommunications services under the Agreement for Joint Operation and Joint Investment for Expansion of Telephone Services (“Agreement for Joint Operation and Joint Investment”) awarded by the Telephone Organization of Thailand (currently is TOT Public Company Limited or “TOT”) and True’s subsidiary made the Agreement to Operate and to Provide Cellular System Radio Telecommunication Services of Digital PCN (Personal Communication Network) 1800 (“Agreement to Operate and to Provide Cellular System Radio Telecommunication Services”) with the Communications Authority of Thailand (currently is CAT Telecom Public Company Limited or “CAT”). True is Thailand’s only integrated communications provider, offering a full range of voice, video and data services. We are Thailand’s largest provider of dial-up and broadband Internet, the largest pay-TV provider, the largest fixed-line phone operator in the Bangkok Metropolitan Area (BMA), a leading online game provider and the country’s third-largest mobile phone operator. Our vision is to become Thailand’s leader in convergence lifestyle, providing Thais with integrated solutions to their communication, information, entertainment and education needs. We offer a wide range of bundling packages for True products and services across our voice, video and data platforms, marketed under the “True” umbrella brand. This differentiates us from our competitors, helping lift our market share and lower our customer churn rates. True is now one of Thailand’s leading lifestyle brands. Our research tells us that three years after launching our rebranding program, the “True” brand is widely perceived as innovative, high-tech and modern. And as well as winning increasing recognition among consumers for the quality of our products and services, we are also being recognized for the contribution we are making to Thai society. 2007 Highlights x Consolidated service revenue: - Baht 60.5 billion (+19.7%), including Interconnection Charges - Baht 51.8 billion (+2.5%), excluding Interconnection Charges x Consolidated EBITDA Baht 19.4 billion (+12.2%) x Convergence lifestyle strategy boosted subscribers across all businesses: - TrueMove added a record 4.5 million subscribers; subscriber share 23.2% - True Broadband subscribers grew strongly by 24% - TrueVisions’ subscriber growth accelerated to 52% with mass market expansion. x True Group lifted its total subscribers by 46% to more than 16 million, including: - 12.1 million mobile phone (TrueMove) - 0.9 million pay-TV (TrueVisions) - 2.0 million fixed-line phone (TrueOnline) - 0.6 million dial-up Internet (TrueOnline) - 0.5 million broadband (TrueOnline) - 0.4 million WE PCT (TrueOnline) TRUETB: Executive Summary

1


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

While the True group saw many opportunities for growth, there were a number of general and specific factors that could impact the Company’s performance and that of its subsidiaries. Please see details in “Risk Factors” in Part II The True group’s products and services could be classified into 3 major categories as follows: 1) TrueOnline 2) TrueMove 3) TrueVisions Consolidated and Company Balance Sheets and Financial Highlights as at 31st December 2007 are as follows: - Total assets Baht 124,718 million - Total liabilities Baht 112,762 million - Total shareholders’ equity Baht 11,956 million - Total revenues Baht 61,641 million - Net profit (loss) Baht 1,697 million More details could be found in Part II of this report which is corporate information.

In this Form 56-1, “TRUE”, “Company”, “Affiliates”, and “Subsidiaries” refer to True Corporation Public Company Limited and/or its affiliates and/or its subsidiaries. In case of uncertainty of which company is responsible or execute and of which businesses appeared in the Form 56-1, you may send your questions to IR Office True Corporation Public Company Limited 18 True Tower, Ratchadaphisek Road, Huai Khwang, Bangkok 10310 Telephone 66 (0) 2699-2515 Fax 66 (0) 2643-0515 E-mail: ir_office@truecorp.co.th

TRUETB: Executive Summary

2


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

PART II THE LISTED COMPANY True Corporation Public Company Limited, Type of Business: Telecommunication Head Office: 18 True Tower, Ratchadaphisek Road, Huai Khwang, Bangkok 10310 Public Company Registration No. 0107536000081 Home Page: www.truecorp.co.th (Formerly registration no. Bor Mor Jor 82) Telephone: 66(0) 2643-1111

TRUETC: The Listed Company

Fax: 66(0) 2643-1651

3


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

1. RISK FACTORS While True sees many opportunities for growth in 2008, there are a number of general and specific factors that could impact the company’s performance and that of its subsidiaries. Risks relating to our operations

We, as a group, have experienced, and expect to continue to experience, increasing competition in the businesses in which we operate. True and its subsidiaries, particularly TrueMove and the Internet and Broadband businesses, face increasing competition. The Thai mobile communications sector experienced intense price competition in 2005 and 2006, resulting in tariff reductions and declines in ARPU and margin. Our blended ARPU for TrueMove declined by 10 percent in 2005 (from Baht 437 in 2004 to Baht 393) and by 26 percent in 2006 (to Baht 292). The increase in subscriber additions and increase in usage we experienced following this period of intense price competition required us to make additional capital expenditures to alleviate congestion and expand our network capacity. Our EBITDA margin in 2006 declined to 21.4 percent (from 23.4 percent in 2005). However, 2007 saw the industry moving to more rational competition as operators entered into the interconnection regime which requires them to pay for access to other networks (Bt 1 per minute on average), putting a floor on prices. Operators have increased tariffs gradually resulting in lower usage, due to consumers’ price sensitivity. TrueMove ARPU declined further by 35 percent in 2007 (to Baht 191) from lower usage; however, its EBITDA margin improved to 29.1 percent, mainly attributable to the removal of access charges. More market competition may result in 2008 if the National Telecommunication Commission (NTC) allows telecom operators to launch additional services, introduces number portability or grants telecom licenses to new operators. Recent changes of ownership in our key competitors may also expose us to competition from foreign-owned operators with more experience in other competitive markets and greater financial resources. In the broadband Internet market, we will face competitors ranging from start-up Internet companies to multinational companies, whose applications for ISP licenses were approved by the NTC in 2005. At the beginning of 2006 the NTC granted a fixed-line license to TT&T Broadband Company Limited. TT&T could provide fixed line and broadband Internet services nationwide. The NTC also granted fixed-line (including broadband) licenses to AIS’s subsidiary, namely Super Broadband Network Company Limited. Competition will intensify after these newly licensed operators launch their services. In addition, True’s wireline business will face indirect and growing competition from mobile phone businesses and Voice over Internet Protocol (VoIP) services, whose tariffs are lower than those for traditional wireline services. We expect competition to remain intense, but we believe True is well positioned to meet this competition given our leadership position through our ability to provide fully integrated services together with the strength of our brand. TrueMove has captured one TRUETD: Risk Factors

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

third of subscriber additions in the Thai mobile market every year since 2004 and True Group still maintains its market leadership in Internet and Broadband due to the advantages of its modern fixed-line network. True’s subsidiaries have applied for new licenses to take advantage of new opportunities offered by regulatory reform and to compete fairly with other operators. At the time of writing, we have been granted an ISP license, an international Internet gateway license, a public phone license, a fixed-line license, an International Direct Dialing (IDD) license, one-year trial licenses for International Private Leased Circuit (IPLC) and International Internet Protocol Virtual Private Network (IP VPN), and a six-month trial license for WiMax.

Rapid technological change could also adversely affect the viability of True’s business and make its current technology less competitive. The communications industry is characterized by rapid changes in technology, evolving customer needs and new products and services. These changes are, in some cases, brought about by regulators opening up the market. Key emerging technologies for the Thai communications industry in the near future are expected to include third generation (3G) mobile phones, wireless broadband (WiMax), and number portability services. In order to respond successfully to emerging industry trends, we may be required to make substantial capital expenditure given the industry’s capital intensive nature. But if we do not invest in the new technology it will lower our competitiveness. However, we believe that integrated operators, such as ourselves, with diversified services, products, revenues and customer bases, are in a better position to cope with these rapid changes than are ‘pure play’ operators. We believe that we have a stronger ability to manage potential revenue cannibalization from new technologies by being able to keep allied services and revenues ‘in-house’ and by being able to balance customers relationships across our brand, whether mobile, broadband or fixed line .

Risks relating to regulatory environment

Thailand’s communications industry is in a state of transition and a significant degree of uncertainty exists regarding the regulatory environment. In accordance with Thailand’s commitment to the World Trade Organization (WTO) to liberalize its telecommunications sector by 2006, the Thai government embarked on a reform of the country’s telecommunications regulatory regime with the passage of two major legislative acts: the Organizations Allocating Frequency Waves and Supervising Radio and Television Broadcasting and Telecommunications Business Act, or the NTC Act, in March 2000; and the Telecommunications Business Operation Act, or the TBO Act, in November 2001.

In October 2004, the NTC was established as the independent regulator of the telecommunications industry, assuming the regulatory functions previously exercised by the Telephone Organization of Thailand (now known as TOT Public Company Limited), or the TOT, the Communications Authority of Thailand (now known as CAT Telecom Public Company Limited), or CAT, and the Post and Telegraph Department.

TRUETD: Risk Factors

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

From its establishment to the end of 2007, the NTC has issued regulations prescribing, among other things: (1) licensing requirements for the various defined categories of telecommunications services; (2) eligibility requirements and application procedures for the three categories of telecommunications licenses available in Thailand; (3) interim regulations for allocating telephone numbers; (4) the change of mobile phone numbers from 9-digits to 10-digits; (5) anti-monopoly and unfair competition rules; (6) the interconnection regulation; (7) procedures for receiving and considering subscribers’ complaints; (8) standards of telecommunications service contracts; (9) price caps and prepaid collection; (10) resale of services; (11) frequency use license transfer and measures for frequency sharing for telecom services; and (12) broadband wireless access for trial The NTC is expected to issue a number of additional policies and regulations in 2008 that may have a significant impact on our business. The section 47 of new constitution enacted in August 2007 indicates that a new regulatory body, the National Broadcasting and Telecommunication Commission (NBTC) will be set up to regulate the telecom and broadcasting industry, and be the only regulatory body. Since the NBTC is not yet established, the Company is unable to predict how the NBTC will exercise its regulatory authority. However, the new constitution states that the Act for the setting up of the NBTC must be enacted within 180 days of the new government announcing its policy. Delays in the establishment of the NBTC may delay the issuing of licenses for new telecom services that require the allocation and management of radio frequency including mobile phone business. The Radio and Television Broadcasting Act B.E. 2551 has given authority and power for the existing NTC to temporarily regulate and grant (one-year) licenses for community radio and other services that do not require radio frequencies before the NBTC can be set up. However, the NTC may not take this regulatory power. If the regulator does not issue a license to TrueMove before the concession contract expires in September 2013, the company will not be able to continuously pursue its business and this will strongly impact True Group’s financial status and performance, given TrueMove is our core business (TrueMove’s revenue accounted for 44 percent of True Group total revenue in 2007). The NTC’s interim telecommunications license fee regulation sets out a lower tariff structure for new entrants that operate under the licensing regime than the tariffs that are applicable to existing concessionaires, such as True, that are operating their businesses under the concession agreements granted by TOT and CAT. This could disadvantage existing concessionaires against new entrants. In addition, the operators under concession agreements have been in dispute with its concession grantors on the new regulations, which contradict to the conditions indicated in their concession agreements. As a result, related parties have to adjust or amend the concession

TRUETD: Risk Factors

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

contract, laws and regulations to be in line with international practice on free competition. However, we cannot foresee the outcome. Apart from the above risks the Company may be impacted because the concession contract may be amended or cancelled. In January 2007 the Cabinet approved a proposal made to the Council of State to consider legal issues regarding Private-Public Joint Venture Law B.E. 2535: whether the concession contracts between state-owned enterprises and private telecom operators are in compliance with the Law or not. On May 18, 2007, the Council of State decided that CAT’s actions were not in line with Private-Public Joint Venture Law B.E. 2535 and that the contract between CAT and TrueMove remains in effect as long as there is no cancellation or other conditions that would cause the contract to be terminated. So CAT and TrueMove will have to comply with the contract. However, the Council of State also considers that the contract’s co-owners, as well as the coordination committee, according to Section 22 of Private-Public Joint Venture Law B.E. 2535, should negotiate with all parties to the joint venture and propose the result of the negotiations to the Cabinet. The Cabinet will have authority to give final decisions (according to Private-Public Joint Venture Law B.E. 2535) to cancel or approve the amendment of the concession contract. The Cabinet may consider allowing the Company to operate the business considering the benefits to the government and public, as well as continuity of public service. However, the situation remains uncertain because the Cabinet has not yet agreed on the final decision. The Council of State’s ruling and the Cabinet’s decision can only be binding the state enterprises. However, TrueMove can bind itself by accepting the Cabinet’s resolution. In addition, TrueMove and the State enterprise will only conclude negotiations when both parties have a mutual agreement, otherwise the Court ruling will be final. As a result, if TrueMove loses the court case, it will not be able to operate its telecommunications business and may have an additional burden to pay to the State enterprise. In January 2007, the Cabinet endorsed the zero-rate excise tax and ended the 2003 resolution that imposed an excise tax of 2 percent and 11 percent for fixed-line phone and mobile phone operators, respectively. The 2003 resolution allowed private telecom operators to deduct part of their concession fees to be paid as excise tax directly to the government, before sharing the remaining fee with their concession owners. Even though there remains a dispute on this issue, the zero-rate excise tax will allow TOT and CAT to receive full concession fees, while the total regulatory fees of the private telecom firms have remained unchanged. True Group will continue to play an active role in discussions with the NTC and the ICT Ministry regarding the telecommunication industry’s regulatory environment and to advocate free-and-fair competition on a level playing field.

TOT initiated legal proceedings against TrueMove to pay access charges. This may result in an increase in our expenses TrueMove operates its mobile phone business under a CAT concession and was signatory to an access charge agreement among TOT, CAT and TrueMove under which it pays

TRUETD: Risk Factors

7


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Baht 200 per subscriber per month directly to TOT for postpaid subscribers and 18 percent of its revenue to TOT for prepaid subscribers. In addition, we have to make a revenue-sharing payment of 25 percent of net revenue after the access charge payment to CAT. In May 2006, the NTC announced its Interconnection Regulation which stipulated that telecommunications operators who have telecommunication networks allow other operators to access their networks in compliance with the procedure specified in the regulation. The regulation sets a new interconnection system whereby interconnect charges will reflect actual network usage by each operator. Under the regulation, operators are also required to enter into agreements with one another to establish interconnection charge rates, based on cost. On November 17, 2006 TrueMove signed an interconnection contract with DTAC (Total Access Communications) with the contract taking immediate effect. On January 16, 2007 TrueMove signed an interconnection contract with AIS (Advanced Info Service). Following the entry into the interconnection charge agreement with DTAC, in compliance with the said regulations, TrueMove ceased paying access charges under the access charge agreement with CAT and TOT as it believes that, following the introduction of the interconnection regime, it is no longer bound by, or legally able to make payments under, the access charge agreements. On November 17, 2006 TrueMove wrote to CAT and TOT informing them that it would cease paying access charges and cancel the agreement on the basis that the rate and collection of access charges under the agreement were contrary to the law. TrueMove also asked TOT to enter an interconnection charge agreement in compliance with the law, or to temporarily apply the provisional rate announced by the NTC, while negotiations on an agreement with TOT proceeded. As a result of the cessation of access charge payments by TrueMove, on November 23, 2006, TOT issued a letter stating that TrueMove was not entitled to connect its network with TOT’s because it was not a telecommunications licensee, as granted by the NTC, and did not have its own telecommunications network. TOT also disputed that the Access Charge Agreement did not violate any law and that the rate and collection of access charge under the Access Charge Agreement continued to apply.

In addition, TOT has threatened not to integrate TrueMove’s 1.5 million new phone numbers, allocated by the NTC to its system, meaning that TOT subscribers would not be able to call TrueMove subscribers with those 1.5 million phone numbers. TrueMove filed a lawsuit with the Central Administrative Court requesting an injunction and on January 26, 2007 the Court ordered TOT to connect its network with TrueMove’s new numbers so that subscribers of TOT and TrueMove could communicate with each other. On January 30, 2007, TOT appealed the Court order to the upper court whose decision was still pending at the time of writing. However, TOT connected its network with TrueMove’s new numbers issued by NTC from March 2, 2007 onwards.

In June 2007, TrueMove brought this issue to the NTC’s Dispute Resolution Committee. On November 28, 2007 the NTC issued its final decision, confirming that TrueMove has the same rights, duties and responsibilities in relation to the interconnection regime as the licensee (who has been granted the NTC’s license). The NTC unanimously ordered TOT to negotiate with TrueMove on the IC issue within seven days of receiving the order TRUETD: Risk Factors

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

and to complete the signing of the IC contract within 30 days of starting negotiations. The NTC’s final decision was in accordance with its decision on the interconnection charge issue between DTAC and TOT. On November 16, 2007 TOT filed a lawsuit against TrueMove with the Civil Court, claiming violation of the access charge contract and requesting access charge payments of Baht 4,508 million with related interest and value-added tax. The lawsuit is currently in the judicial process of the Civil Court.

If we are not successful in resolving this issue in our favor, in addition to a penalty equal to 100 percent of any access charges CAT may have paid to TOT on our account and interest thereon, we may be required to pay both new interconnection charges as well as existing access charges, which will result in a material increase in our costs. If TrueMove is required to pay access charges by court order for the period from November 18, 2006 to December 31, 2006, TrueMove would be liable to accrue additional access charges of Baht 455.6 million, or Baht 204.3 million, net of revenuesharing paid to CAT, and an additional Baht 4,271.7 million, or Baht 3,283.9 million, net of revenue sharing to CAT, excluding the penalty charge. (See note 38 to the Consolidated and Company Financial Statements for the year ended December 31, 2007.) We compete with our concession grantors and this has led to and could continue to lead to disputes with them, which could affect our operations. True and its subsidiaries operate under the “Agreement for Joint Operation and Joint Investment for Expansion of Telephone Services” and/or the Agreement of Mobile Services granted by TOT or CAT. A dispute with either TOT or CAT over compliance with either the concession agreement itself or NTC’s regulations could affect the ability of True and its subsidiaries to conduct the business. If the final outcome is not in favor of the Company, it could affect the ability of True and its subsidiaries to conduct business. Our fixed-line concession could be cancelled by TOT if True violates laws relating to public or national security, is placed under receivership by a court in a bankruptcy case, or willfully and continually breaches a concession agreement in any material respect. Under the revenue-sharing provisions of True’s fixed-line concession, TOT collects all of True’s fixed-line revenues from subscribers within True’s network and retains a portion for revenue sharing. TOT may withhold or delay payments from revenues collected for True to offset any obligations it believes it is owed (although this has not occurred to date). As well as being True’s concession grantors, TOT and CAT are also our competitors. This has led, and could continue to lead, to disputes between True and TOT and between True and CAT. Previously TOT and True brought some disputes to the Courts and the Arbitration Tribunal for adjudication. We may not be able to successfully resolve any of these disputes in our favor, and if we were unsuccessful, our business and financial situation could be affected. At the time of writing, the judgments have been issued both in favor and against cases brought by True. (See notes 37 to the Consolidated and Company Financial Statements for the year ended December 31, 2007 related to “Litigation and Arbitration Disputes and Contingent Liabilities”.) TRUETD: Risk Factors

9


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Risks relating to financial situation

Our operations are at risk due to our high debt levels and are restricted by debt and other financial agreements. Exchange rate and interest rate movements may increase our interest payments and other financial obligations. True Group and its subsidiaries have high debt levels and may be at risk of failing to find funding each year to repay principal and interest. However, we would be able to negotiate with our creditors or raise new loans to repay existing loans and adjust our principal repayments to suit our cash flow. True’s operation is limited by a number of debt and other financial agreements. These agreements could prohibit True from exploiting good business opportunities or lead to accelerated debt repayment if some of the debt covenants are not in line with those indicated by the financial agreements, or if TOT cancels the concession agreement with True. However, TOT must seek an arbitration decision in order to cancel the concession agreement. True’s financial ratios as of December 31, 2007 are in compliance with the loan agreements. True is subject to exchange rate fluctuations, which could increase principal, interest payments and capital expenditure. As of December 31, 2007 approximately 40 percent of True Group’s consolidated liabilities were denominated in foreign currencies, most of which was denominated in US Dollars. In the year 2007, True had consolidated capital expenditure of approximately Bt 8.3 billion, 64 percent of which was in foreign currencies. True has put in place hedging tools to reduce its exposure to exchange rate fluctuations, for 93 percent of a USD 140 million loan belonging to TrueMove and of a USD 200 million long-term loan for the TrueVisions acquisition as well as a TrueMove bond of USD 690 million. In addition, True had also entered into an interest rate swap that hedged foreign exchange exposure on interest payments for the maturity of all US Dollar loans and reduced interest rate exposure. As a result, the US Dollar interest rates for these US Dollar loans were converted into Thai Baht fixed rates. However, there is no hedging in place for the Japanese Yen-denominated deferred payment note of Bt 3.4 billion, which matures from 2014 to 2017. As at the end of December 2007, of True’s total consolidated debt (excluding finance leases), approximately 49 percent is subject to floating interest rates, excluding a portion that has been hedged to fix interest rates. However, interest rates on part of TrueMove’s debt will reduce over time if it is able to achieve the conditions set out in its loan agreement.

We may not be able to pay a dividend to shareholders in the near future. As at the end of 2007, True reported a net profit of Baht 1.7 billion with a retained loss of Baht 42.6 billion due largely to the Thai Baht currency devaluation in 1997. In accordance with Thailand’s Public Company Limited Act, True is able to pay dividends to its shareholders only from profits earned, after provision has been made for a legal reserve, and after cumulative losses have been depleted.

TRUETD: Risk Factors

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Therefore, shareholders may not receive a dividend in the near future, as is stated in True’s dividend policy. The risk to minor shareholders according to the conditions stated in the shareholders’ agreement. The shareholders agreement dated December 22, 1999 by Kreditanstalt für Wiederaufbau (“KfW”), Nynex Network Systems (Thailand) Company (“Verizon”) and Charoen Pokphand Group (see summary at the Capital Structure - Shareholders’ Agreement) does not allow the Company the freedom to take certain actions that may affect the Company’s operations as follow. During the first three years from the date of KfW’s subscription to shares in the Company and so long as KfW holds at least 5 percent of the paid-up shares in the company, directly or indirectly, the parties to the shareholders’ agreement are required to vote against any amendment to the memorandum and articles of association, any increase or reduction in the authorized share capital of the company, any change in the number of directors or the quorum for meetings of the Board of Directors, unless KfW agrees. The minor shareholders may not get the full opportunity to consider the above issues unless KfW has given prior agreement. However, in practice KfW will act in the best interests of, and to the benefit of, the company as well as taking good corporate governance into consideration. As of February 26, 2008, the latest closing date of the share register, KfW is the secondlargest shareholder holding 15.53 percent of total paid-up shares, including shares registered under Thai Trust Fund (see list of major shareholders at “Capital Structure – Shareholders”). Risks relating to the TrueVisions (formerly UBC) acquisition.

We may share a number of risks associated with the TrueVisions business. After the Company acquired TrueVisions, we became its major shareholder with 91.8 percent of TrueVisons’ shares. The Company has helped increase the growth of TrueVisions in both revenue and subscribers through diversified branding and services; improvement in our ability to manage churn rates; and improved access to assets rich in content. However, we may have to share a number of risks associated with the TrueVisions business, including, among others, the following:

x TrueVisions relies on third-party suppliers for most of its programming. If TrueVisions is unable to obtain attractive programming or if the cost of this programming substantially increases in the future, its performance would be adversely affected. Subscribers who are interested in overseas programs are mostly subscribers to its premium packages (Platinum, Gold and Silver). Subscribers for these packages were approximately 481,000, representing 76 percent of TrueVisions’ subscriber base, excluding free view package. In addition, the cost of overseas programs in 2007 was around 23 percent of TrueVisions’ service revenue.

x Unauthorized access to TrueVisions’ programming signals is difficult to prevent and will adversely affect its operational results, cash flow and programming TRUETD: Risk Factors

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

arrangements. Currently, the number of unauthorized users is estimated to be around one third of over two million households nationwide watching cable TV. However, the company expects that the new Radio and Television Broadcasting Act will reduce the number of unauthorized users because there is a clear provision covering unauthorized access including punishments.

x Competition may increase after the Radio and Television Broadcasting Act B.E. 2551 was enacted on March 5, 2008. In 2008, we expect new licenses to be issued to new operators to operate community radio and other services that do not require radio frequencies and the licenses for operating community radio will be temporary licenses (not exceeding one year). Comprehensive and nationwide licenses cannot be issued while the regulator is not yet established. The establishment of NBTC, the new regulator, is expected to be completed by late 2008.

x TrueVisions is subject to significant foreign exchange risk because a substantial portion of its revenues is denominated in Baht while a significant portion of its obligations is denominated in US dollars.

TRUETD: Risk Factors

12


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2. NATURE OF BUSINESS Company Background and Major Developments True Corporation Public Company Limited is the most integrated communications solutions provider in Thailand. We were incorporated in November 1990, and registered as a public limited company in 1993 under our former name, TelecomAsia Corporation Public Company Limited. We began trading on the Stock Exchange of Thailand in December 1993 with the security symbol “TA”. In April 2004, we rebranded under the ‘‘True’’ name and adopted the security symbol “TRUE” with registered and paid-up capital of Baht 45.032 billion at the end of 2007. True is now one of the strongest brands in Thailand. True’s vision is to be the leader in convergence lifestyle. True’s mission is to bring knowledge, information, entertainment, and the ability to access each others’ values, to every household and the youth of Thailand as well as to create value for our organization, employees and shareholders. Our convergence lifestyle strategy differentiates True from other operators by providing a full range of communications solutions drawing on rich content to meet every customer’s lifestyle needs. Backed by Asia’s largest agro-conglomerate, the Charoen Pokphand Group (“CP”) with a shareholding of 30.02 percent as of December 2007, we have expanded our business from being a fixed-line provider to a total communications solutions provider, offering consumers, small and medium enterprises, and corporations a full range of voice, video and data services in solutions customized to meet their needs. We are Thailand’s largest provider of Internet, broadband Internet and pay-TV services, as well as the largest fixed-line service provider in the BMA, a leading online game provider and the number three mobile phone operator in Thailand. We operate five core businesses: x Mobile phone business under TrueMove (formerly TA Orange); x Online business under TrueOnline, which consists of fixed-line phone service and its value-added services, business data services, Internet and consumer broadband Internet services and WE PCT (Personal Communication Telephone); x Pay-TV business (under TrueVisions, formerly UBC) x Digital commerce business under TrueMoney; x Digital content business under TrueLife (as well as lifestyle venture True Coffee). We provide fixed-line phone services under a build-transfer-operate (BTO) concession with TOT Corporation Public Company Limited (“TOT”) to build, install, jointly operate and maintain a 2.6 million-line wireline network in the BMA for a period of 25 years, ending on October 2017. We received our first revenue from the operation of our wireline network in November 1992. We received additional approvals to provide value-added, public phone and other services, and launched our WE PCT service in 1999, hi-speed data transmission services including ADSL and cable modem in 2001, and Wi-Fi services in 2003. After we were granted the licenses from the NTC, in 2007 we launched International Internet gateway service and soft-launched International direct dialing service. TRUETE: Nature of Business

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

In October 2001, we acquired a 41.1 percent equity interest in Bangkok Inter Teletech Public Company Limited (“BITCO”) (the parent company of TA Orange) expanding our business in the mobile sector. Full commercial launch of TA Orange’s mobile telecommunications service in Thailand took place in March 2002. TA Orange was rebranded “TrueMove” at the beginning of 2006. We gradually increased our shareholding in BITCO until at the end of 2006 we owned 93.4 percent. In December 2007 a rights offering of BITCO shares to CP left True’s shareholding in BITCO at 75.3 percent, with CP owning 23.9 percent. True’s shareholding will increase to 98.6 percent if True purchases these shares from CP via options given by CP for an 18-month period from the rights offering, pending True’s shareholders’ approval. TrueMove operates a digital mobile telecommunications network based on the GSM (Global System for Mobile telecommunications) standard in the 1800 MHz frequency under a BTO concession with CAT Telecom, which is due to end in September 2013. In January 2006, True purchased UBC shares from MIH and completed the tender offer for UBC shares held by the public in March 2006, allowing True to own 91.8 percent (effective holding) of UBC. True started to fully consolidate UBC’s results into True Group from the first quarter of 2006. UBC was renamed TrueVisions at the beginning of 2007. TrueVisions operates pay-TV services under a 25-year concession contract with the Mass Communications Organization of Thailand which is due to end on September 30, 2014 for services via satellite and on December 31, 2019 for services via cable. From 2005 to 2007 True Group received licenses from the NTC to provide Internet service, Internet service via telephone or VoIP (Voice over Internet Protocol), public phone services, fixed-line phone services, international direct dialing and, international Internet gateway services. We were also granted one-year trial licenses for International Private Leased Circuit (IPLC) and International Internet Protocol Virtual Private Network (IP VPN) as well as a six-month trial for WiMax At the end of 2007, True Group had an annual turnover of Baht 61.6 billion (including interconnection charges, infrastructure investments of Baht 124.7 billion, and employed 10,224 permanent staff.

Major Developments in 2007 ƒ True launched the Plook Panya (“Planting Wisdom”) project, which will ultimately involve providing educational programs on TrueVisions to 800 schools nationwide. The project is part of True’s efforts to help develop a knowledge society in Thailand. ƒ True placed Baht 4 billion of secured debentures with Thai institutional investors and the public in June. Proceeds were used to prepay existing debt ahead of maturity date. ƒ In July, TrueMove placed USD 225 million of seven-year bonds with international investors. Proceeds were used to repay debt with Thai financial institutions and to extend overall debt maturity profile.

TRUETE: Nature of Business

14


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

ƒ In October, True’s Chief Financial Officer, Mr William Harris, announced his resignation. He was replaced, effective January 1, 2008, by former Deputy CFO, Mr Noppadol Dej-Udom. ƒ In December, CP provided an extra Baht 3 billion to fund TrueMove’s ongoing growth by way of a rights offering of six billion shares. True Corp retained the right to buy back the shares within 18 months after the rights offering. TrueMove ƒ TrueMove entered into Interconnection (IC) regime and started to charge IC with DTAC and AIS early in the year. ƒ Several non-traditional distribution channels were introduced including: - Thailand’s first public phone top-up service, offering subscribers the convenience of micro top-ups at 18,000 phone booths in the BMA. - One hundred “Move Up Vans” as nationwide mobile sales points offering all True products and services. - The facility for post-paid subscribers to pay their monthly bills free-of-charge and without needing to show their statements at more than 3,800 7-Eleven stores nationwide. ƒ A Wi-Fi roaming deal was signed with international broadband connectivity provider iPass. ƒ The “TrueMove, Let’s Try It” nationwide advertising campaign was launched, fronted by popular Thai comedian Mr Petta Wongkhamlao (“Hmom Jokemok”). The campaign highlights TrueMove’s competitive edge in network quality, value-formoney, access to TrueVisions’ programming, bill payments and EPL mobile access. ƒ The passing of the 12 million subscriber mark was celebrated during Q4. True Online/Broadband ƒ “SUPER hi-speed Internet” was introduced in February 2007, offering a marketleading speed of 1 Mbps. By the end of the year the promotion had attracted more than 254,000 subscribers. ƒ Our second Internet Data Center, at Muang Thong Thani, was opened, offering integrated network and data services. ƒ True’s MPLS Data Networking Solution, IP Telephony (IP PBX) and Managed Security services become the first Thai recipients of the “Cisco Powered” designation, acknowledging the international quality of our networks. ƒ We launched in February 2007 an international Internet gateway service. By the end of 2007 True Internet Gateway had achieved a 20 percent domestic market share of the rapidly growing international ISP market. ƒ We “soft” launched in December 2007 our international direct dialing (IDD) service, which uses the “006” prefix.

TRUETE: Nature of Business

15


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TrueVisions ƒ The name was changed from UBC-True in January 2007, emphasizing TrueVisions’ important role within the Group’s overall convergence strategy. ƒ Subscribers were offered more content choices, with greater flexibility, through: - The acquiring of exclusive Thai-market rights to three seasons of live television broadcasts of English Premier League (EPL) football. EPL-related content is also provided through multimedia platforms including IPTV, TrueMove and Broadband. - The unveiling of TrueSport – a package of nine leading sports channels, including four reprogrammed and renamed channels and three new channels to accommodate extra EPL games. - The introduction of international channel packages, offering a-la-carte choices from HBO, Discovery and Disney. ƒ We continued to progress our mass market campaign, Free View, launched in July 2006. The initiative, which provides cheap access to all free-to-air channels and eight TrueVisions’ channels, has proven to be an inexpensive and effective way of broadening the pay-TV market. ƒ The fourth season of reality show Academy Fantasia (AF4) proved highly successful, providing various viewing channels and special privileges such as free SMS for TrueMove subscribers, which aided in mobile customer retention. Voting was 50 percent higher than in 2006. TrueMoney ƒ TrueMoney Express was launched, offering free, no-statement-required bill payment services through franchises and True partners nationwide. ƒ We announced the development of the world’s first intelligent contactless mobile payment system. Developed with China’s Watchdata Technologies Co., Ltd., the system uses a TrueMoney RFID (radio-frequency identification) SIM and will be implemented in 2008. TrueLife ƒ TrueMusic was officially launched, offering music and music-related products and services (many of them on an exclusive basis) across True Group’s multimedia platforms. Specific initiatives included collaboration with GMM Grammy Music, proving True customers access to multimedia content via www.truemusic.com and wap.trueworld.net, and exclusive access to new music. ƒ Website portal, truelife.com, passed 1.3 million combined registered subscribers, more than a million higher than a year ago. They represent the early stages of online community development. ƒ Online shopping service, www.weloveshopping.com, was launched, featuring more than 600,000 products and services. The site is one of Thailand’s most popular online shopping destination. ƒ Special Force, Thailand’s number one casual online game, passed nine million registered subscribers. The game is a leading example of the rich content TrueLife offers across various Group platforms – in this case True Broadband.

TRUETE: Nature of Business

16


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Awards received in 2007 ƒ True’s “The Miracle” TV commercial won a Mental Health Media Award from the Department of Mental Health, Ministry of Public Health. ƒ True’s “I Will Do” TV commercial won Best Award (Honor The King category) in the Adman Awards & Symposium, organized by the Advertising Association of Thailand. “The Miracle” won the Silver Award (telecommunication, business equipment & services category) in the same contest. ƒ TrueTouch Co., Ltd. (Nok Air project) was named Best Outsource Call Center by the Call Centre Industry Association of Thailand. ƒ on™ TrueLife won First Prize in the Thailand ICT Awards – media and entertainment category, organized by the ICT Ministry, the Software Industry Promotion Agency and the Association of Thai ICT Industry. ƒ on™ TrueLife won a Merit Award – media and entertainment category, in the Asia Pacific ICT Alliance Awards. ƒ True’s online Shark Hunter Game won a Silver Award in the interactive/website category in the Thai Direct Marketing Association Awards organized by the Thai Direct Marketing Association. ƒ True Digital Entertainment’s Cool Game program, broadcast on TrueVisions’ GSquare channel, received the Royal Thepthong Award (radio and television category) as the outstanding program for youth, from the Broadcaster’s Association of Thailand under the Royal Patronage of HM the King. Business Profile of the Company, Subsidiaries and Associated Companies Currently, the business group can be classified into major categories as follows: 1. TrueOnline: The Company and its subsidiaries (activities) 30 companies 2. TrueMove: Subsidiaries (activities) 5 companies 3. TrueVisions: Subsidiaries (activities) 6 companies and Associate 1 company

TRUETE: Nature of Business

17


INVESTMENT STRUCTURE OF TRUE GROUP CATEGORIZED BY PRODUCTS AND SERVICES As of 31 December 2007

TRUETE: Nature of Business

18

Vehicle and building rental service ƒTrue Properties Co., Ltd. 99.99 % ƒTrue Leasing Co., Ltd. 99.99 % Construction ƒWire & Wireless Co., Ltd. 87.50 % Holding Company Business ƒTelecom Holding Co., Ltd. 99.99 % ƒBangkok Inter Teletech PCL 75.26 % ƒK.I.N. (Thailand) Co., Ltd. 99.99 % ƒNilubon Co., Ltd. (BVI) 99.99 % ƒMKSC World Dot Com Co., Ltd. 91.05 % Others ƒTelecom Training and Development Co., Ltd. 99.99 % ƒTrue Money Co., Ltd. 99.99 % ƒThai Smart Card Co., Ltd. 15.76 % ƒTrue Lifestyle Retail Co., Ltd. 99.99 % ƒAsia Remanufacturing Industries Co., Ltd. 20.00 % ƒNEC Corporation (Thailand) Co., Ltd. 9.62 % ƒBeboydCg Co., Ltd. 70.00 % ƒTrue Magic Co., Ltd. 99.99 % ƒTrue International Communication Co., Ltd. 99.94 % ƒTele Engineering and Services Co., Ltd. 99.99 % ƒTrue Music Radio Co., Ltd. 69.94 % ƒFuture Gamer Co., Ltd. 90.00%

Other Business

True Visions Public Company Limited 91.79 % Cineplex Co., Ltd. 91.79 % Click TV Co., Ltd. 91.79 % True Visions Cable Public Company Limited 91.19 % Satellite Service Co., Ltd. 91.79 % UBC Fantasia Co., Ltd. 91.79 % Channel [V] Music (Thailand) Co., Ltd. 23.87 %

ƒAsia Wireless Communication Co., Ltd. 99.99 %

PCT

ƒ ƒ ƒ ƒ ƒ ƒ ƒ

True Visions

Annual Registration Statements (Report Form 56-1)

NOTE : Non activities companies The group registration in Thailand as follows : Asia DBS Public Company Limited (89.99%), Telecom International Co., Ltd. (99.99%), Telecom Equipment Manufacturing Co., Ltd. (59.99%), Song Dao Co., Ltd. (75.21%), Online Advertising Goldsite Co., Ltd. (58.10%), Internet Shopping Mall Co., Ltd. (58.10%), Telecom KSC Co., Ltd. (34.39%) Red Media Co., Ltd. (91.79%), IBC Symphony (91.79%), Online Station Co., Ltd. (90.00 %) The group registration in foreign as follows : Telecom International China Co., Ltd. (99.99%), TA Orient Telecom Investment Co., Ltd. (99.99%), Telecom Asia (China) Co., Ltd. (99.99%) K.I.N. (Thailand) Co., Ltd. <BVI> (99.99%), Chongqing Communication Equipment Co., Ltd. (38.21%), International Broadcasting Corporation (Cambodia) Co., Ltd. (64.25%)

ƒTrue Multimedia Co., Ltd. 91.08 % ƒTrue Internet Co., Ltd. 99.99 % ƒAsia Infonet Co., Ltd. 65.00 % ƒTrue Digital Entertainment Co., Ltd. 99.99 % ƒTrue Internet Data Center Co., Ltd. 70.00 % ƒNC True Co., Ltd. 40.00 % ƒInternet Knowledge Service Center Co., Ltd. 56.93 % ƒKSC Commercial Internet Co., Ltd. 37.80 % ƒTrue Internet Gateway Co., Ltd. 99.99 % ƒTrue Universal Convergence Co., Ltd. 99.94%

Broadband and Internet

True Online

2.6 million line Telephone Services, Value Added Service and Digital Data Network True Corporation Public Company Limited

ƒTrue Multimedia Co., Ltd. 91.08 % ƒTrue Corporation Public Company

Data Service

True Move Co., Ltd. 75.18 % True Distribution and Sales Co., Ltd. 75.14 % Samut Pakan Media Corporation Co., Ltd. 75.21 % AnyMobile, Inc. 41.35 % True Music Co., Ltd. 75.16 % (formerly name Internet KSC Co., Ltd.)

ƒ True Public Communication Co., Ltd. 99.94 % ƒ True Corporation Public Company Limited ƒ True Touch Co., Ltd. 99.99 %

Fixed Line Service

ƒ ƒ ƒ ƒ ƒ

True Move

True Corporation Public Company Limited


Future Gamer Co., Ltd.

Telecom Equipment Manufacturing Co., Ltd.

90.00%

59.99%

TRUETE: Nature of Business

99.99%

True Visions Public Company Limited

91.79%

26.00%

70.00%

99.99%

99.34%

99.99%

True Touch Co., Ltd.

Imperial Technological Management Services Public Company Limited

Channel [V] Music (Thailand) Co., Ltd.

International Broadcasting Corporation (Cambodia) Co., Ltd.

UBC Fantasia Co., Ltd.

Satellite Service Co., Ltd.

True Visions Cable Public Company Limited

IBC Symphony Co., Ltd.

Red Media Co., Ltd.

Click TV Co., Ltd.

99.99%

99.99%

Cineplex Co., Ltd.

Online Station Co., Ltd.

MKSC World Dot Com Co., Ltd.

100.00%

99.99%

100.00%

99.99%

2.92%

NEC Corporation (Thailand) Co., Ltd.

K.I.N. (Thailand) Co., Ltd. (Foreign Company)

99.99%

9.62%

True Multimedia Co., Ltd.

91.08%

Asia DBS Public Company Limited

True Lifestyle Retail Co., Ltd.

99.99%

89.99%

Tele Engineering and Services Co., Ltd.

99.99%

99.99%

62.50%

99.99%

99.99%

Telecom International Co., Ltd.

Telecom Training and Development Co., Ltd.

99.99%

99.99%

Asia Wireless Communication Co., Ltd.

Nilubon Co., Ltd. (Foreign Company)

99.99%

99.99%

True Properties Co., Ltd.

66.41%

60.00%

99.98%

KSC Commercial Internet Co., Ltd.

Telecom KSC Co., Ltd.

Internet Shopping Mall Co., Ltd.

Online Advertising Goldsite Co., Ltd.

Chongqing Communication Equipment Co., Ltd.

99.98%

38.21%

87.50%

40.00%

99.99%

99.99%

15.76%

99.99%

99.94%

75.26%

99.99%

99.99%

99.99%

99.99%

99.94%

99.94%

Wire & Wireless Co., Ltd.

NC True Co., Ltd.

True Digital Entertainment Co., Ltd.

True Internet Gateway Co., Ltd.

Thai Smart Card Co., Ltd.

True Money Co., Ltd.

True Universal Convergence Co., Ltd.

Bangkok Inter Teletech Public Company Limited

True Magic Co., Ltd.

True Leasing Co., Ltd.

True Internet Co., Ltd.

K.I.N. (Thailand) Co., Ltd.

True Public Communication Co., Ltd.

True International Communication Co., Ltd.

20.00%

69.94%

70.00%

99.91%

99.94%

99.93%

70.00%

65.00%

True Music Co., Ltd. (Formerly named Internet KSC Co., Ltd.)

AnyMobile, Inc.

True Distribution & Sales Co., Ltd.

Asia Remanufacturing Industries Co., Ltd.

True Music Radio Co., Ltd.

BeboydCg Co., Ltd.

99.97%

55.00%

99.93%

True Move Co., Ltd.

Samut Pakan Media Corporation Co., Ltd.

Song Dao Co., Ltd.

True Internet Data Center Co., Ltd.

Asia Infonet Co., Ltd.

Annual Registration Statements (Report Form 56-1)

19

Remark: There has been no persons who may have a conflict of interests with the Company holding its subsidiaries and associates companiesâ&#x20AC;&#x2122;s shares more than 10% of paid-up, except Bangkok Inter Teletech Public Company Limited and its subsidiaries i.e. Song Dao Co., Ltd., Samut Pakan Media Corporation Co., Ltd., True Move Co., Ltd., True Distribution & Sales Co., Ltd., AnyMobile, Inc. and True Music Co., Ltd.

Internet Knowledge Service Center Co., Ltd.

Telecom International China Co., Ltd.

Telecom Asia (China) Co., Ltd.

TA Orient Telecom Investment Co., Ltd.

True Corporation Public Company Limited

INVESTMENT STRUCTURE OF TRUE GROUP As of 31 December 2007

99.99%

Telecom Holding Co., Ltd.

99.99%

True Corporation Public Company Limited


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Revenues breakdown by business group 2007

Business Group

Baht

2006 (restated) %

Million

Baht

2005

%

Baht

Million

%

Million

1. TrueOnline Revenues

20,490

33.2%

20,791

40.0%

22,143

50.6%

Revenues

32,366

52.5%

22,694

43.7%

21,648

49.4%

Revenues

8,785

14.3%

8,470

16.3%

61,641

100%

51,955

100%

43,791

100%

2. TrueMove

2. TrueVisions

Total Revenues

Revenues for the year ended 31 December 2007 breakdown by company Baht

Business Group / Operation

%

Million 1. TrueOnline True Corporation Public Company Limited

11,621

18.9%

True Multimedia Co.,

1,725

2.8%

True Internet Co., Ltd.

1,379

2.2%

True Leasing Co., Ltd.

655

1.1%

1,688

2.7%

KSC Commercial Internet Co.,

403

0.7%

Wire & Wireless Co., Ltd.

380

0.6%

Asia Wireless Communication Co.,

416

0.7%

1,435

2.3%

True Public Communication Co., Ltd.

278

0.5%

True Touch Co., Ltd.

204

0.3%

Others

306

0.4%

True Digital Entertainment Co.,

True Universal Convergence Co., Ltd.

Revenues

33.2%

Revenues

52.5%

Revenues

14.3%

2. TrueMove BITCO Group of companies

3. TrueVisions True Visions Group of

Total Revenues

TRU TRUETE: Nature of Business

100.0%

20


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

3. DETAILS OF EACH BUSINESS LINE 3.1 Products and Services True Corporation Public Company Limited is Thailand’s only integrated communications solutions provider and convergence lifestyle leader. We offer a “quadruple play” of voice (fixed-line and mobile), video and data services, and are well placed for future growth through the convergence of our networks, services and content. We have more than 16 million subscribers to our services which include Thailand’s thirdlargest mobile phone operator (TrueMove, our largest business by subscriber numbers and revenue), the country’s largest broadband and dial-up Internet provider, the largest fixed-line phone operator in the Bangkok Metropolitan Area or BMA, and the only nationwide pay-TV provider (TrueVisions). True’s convergence lifestyle strategy is unique within the Thai market. It focuses on providing customers with their preferred combinations of content and services from our full range of telecommunications offerings. Our ability to offer bundled packages reduces the need to complete solely on price, improving our customer loyalty, reducing churn rates and increasing our market share. At the beginning of 2007, True was organized into five core businesses: TrueMove (the old Wireless segment), TrueOnline (formerly Wireline segment), TrueVisions (formerly Pay TV), TrueMoney (our digital commerce service) and TrueLife (which provides digital content and access). This document follows this category format. We report our financial results in three business segments: TrueMove, TrueOnline and TrueVisions. Results for our two other business segments, TrueMoney (digital commerce) and TrueLife (which provides digital content and access across the Group), are included in TrueOnline. In 2007, TrueMove contributed 44 percent of total service revenue (after inter-company transactions). TrueOnline (comprising fixed-line telephone, data services, Internet/broadband and WE PCT (Personal Communication Telephone)) contributed 39 percent and TrueVisions 17 percent. 1. TrueMove The Company operates a mobile telecommunications business under the Agreement to Operate and to Provide Cellular System Radio Telecommunication Service of Digital PCT 1800, granted by CAT and expiring in September 2013. The Company operates this business through its subsidiary, TrueMove, in which the Company indirectly holds an equity interest of 75.2 percent after BITCO rights offering in December 2007. Under said agreement, TrueMove is required to pay revenue sharing to CAT of 25 percent of net revenue after the access charge, increasing from 20 percent as of September 16, 2006, and remaining at this rate until September 15, 2011 before increasing to 30 percent until the end of the concession.

TRUETF: Details of each business line

21


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TrueMove is the third-largest mobile telecommunications service provider in Thailand by number of subscribers with a market share of approximately 23.2 percent as of December 31, 2007. We operate a digital network based on the Global System for Mobile Telecommunications, or GSM, standard, which operates on the 1800 MHz frequency band. TrueMove provides both prepaid and postpaid services and is unique in offering promotional packages that bundle True Group’s integrated products and services to provide subscribers value for money with more options to meet their needs.

Subscribers TrueMove has grown rapidly since it launched full commercial operations in March 2002 and has been successful in acquiring about one-third of the market’s net additional subscribers each year since 2004. TrueMove is now Thailand’s third-largest mobile operator, with 12.1 million subscribers, an increase of 59 percent on the 7.6 million at the start of the year. At the end of 2007, TrueMove prepaid and postpaid customers accounted for 94 percent and 6 percent of our total mobile subscribers, respectively. The Thai mobile market still has considerable scope for growth. The percentage of Thais using mobile phones is estimated at around 80 percent at the end of 2007 and the forecast for 2008 is more than 90 percent. The following table sets forth certain information with respect to our mobile business during the periods indicated: TrueMove Subscribers - Prepaid - Postpaid Total Subscribers Subscriber Growth Blended ARPU - Prepaid ARPU - Postpaid ARPU

2004 2,927,818 452,565 3,380,383 85.2% 437 348 1,030

As of December 31, 2005 2006 4,009,470 449,173 4,458,643 31.9% 393 321 911

7,031,289 546,453 7,577,742 70.0% 292 250 772

2007 11,362,331 717,758 12,080,089 59.4% 191 158 676

TrueMove services

Pre Pay Pre Pay is TrueMove’s prepaid service. Most of TrueMove’s revenue is derived from sales of prepaid airtime, which do not require a monthly subscription fee. Subscribers purchase a SIM card with an initial credit balance and can top-up their credit balance through various means, including purchase of top-up cards, transfer of funds through ATMs, transfer of credit balances from other mobile phone accounts, and ‘‘over-the-air’’ top-ups.

TRUETF: Details of each business line

22


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TrueMove was the first telecommunications operator in Thailand to use independent non-mobile agents – “over the air” airtime resellers such as individuals or small shops who register with TrueMove and are eligible to transfer airtime to subscribers via SMS. We used over 80,000 such resellers in 2007. Starting from 2007, TrueMove prepaid subscribers can top up by as little as Baht 10 at over 18,000 public phone boosts in BMA. TrueMove also provides subscribers a mobile payment channel via TrueMoney services to meet new-generation lifestyle needs.

Post Pay Post Pay is True Move’s postpaid service which allows customers to choose a monthly service plan which varies from Bt 89 to Bt 1,300. Subscribers are billed monthly for subscription fees, airtime and usage of other voice and non-voice services.

Voice Services Our prepaid and postpaid subscribers have access to local, domestic and international long-distance dialing. In addition, we offer a variety of value-added services in different combinations according to the airtime package selected. These services include call waiting, call forwarding, call conferencing and caller identification. We also offer our voice subscribers roaming services, which enable them to make and receive calls when outside Thailand.

Non-Voice Services TrueMove provides a range of non-voice services to enhance customer lifestyles. Content is delivered through various channels covering all mobile-accessible channels and webbased services through the www.trueworld.net portal. Non-voice services comprise a variety of popular content, including photo-based communication, financial information services, games, cartoons, screen savers and ring tones, music and sports content. Our subscribers are increasingly using our non-voice services, in particular ring-back tones, messaging and downloadable pictures, images and audio through GPRS. Non-voice services contributed 10.4 percent to TrueMove’s total service revenue in 2007, compared with 9.6 percent in 2006. Service revenue from content-based services (mainly ring-back tones), messaging and GPRS traffic contributed approximately 57, 30 and 13 percent, respectively, of total non-voice revenue. TrueMove is well positioned to use content as a growth driver by leveraging the exclusive content assets of True Music, TrueOnline and TrueVisions. We currently offer the following non-voice services to our subscribers: ƒ SMS: allows subscribers to send short text messages to other mobile users; ƒ VoiceSMS: Thailand’s first voice short-messaging service allows subscribers to

send audio messages to fixed-line and mobile handsets; ƒ Voicemail: enables subscribers to retrieve audio message recordings; ƒ MMS: allows subscribers to send pictures, text and sound/voice in a single-packet

message; ƒ GPRS: provides mobile data communications with GSM-based technology,

including WAP-based content portals, mobile Internet, data transfer and ‘‘push’’ e-mail (BlackBerry);

TRUETF: Details of each business line

23


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

ƒ Multimedia Content Services: allows subscribers to access content such as music,

sports, news and finance (through True Music, True Sport, TV, Movies and others); ƒ Mobile Chat: a WAP-based instant-messaging service that allows subscribers to

engage in online and mobile chat; ƒ Mobile Web: allows subscribers with compatible mobile handsets to access the

Internet, including through available Wi-Fi connections; and ƒ Ring-back Tones: offers personalized ring-back tones and exclusive song

selections.

Mobile Handset and Accessories Sales We offer a broad range of high-quality mobile handsets, related accessories, PDA phones and smartphones from a number of manufacturers, such as Motorola, Samsung, Sony Ericsson, O2 and HP.

International Roaming Services We allow people whose network operators have international roaming agreements with us to use our network when traveling in Thailand. We also allow our subscribers to use the networks of operators with whom we have entered into international roaming agreements. The roaming services we offer include voicemail, SMS, MMS, Internet/Email, Caller Identification, Missed Call Alert, Short Code, BlackBerryTM roaming and Wi-Fi by True.

Network TrueMove was the last of the three major Thai mobile operators to launch commercial operations, and as such has been able to take advantage of the latest technical developments for our GSM network rollout, which has made our network relatively more efficient and cost-effective. We now cover approximately 92 percent of Thailand’s population, putting us on a par with other major mobile operators.

Bundled Packages TrueMove is a key member of the True Group, as seen in the bundling of TrueMove services with other Group services, including: x SUPER Hi-speed Internet, a joint promotion among TrueMove, TrueVisions and True Broadband. TrueMove subscribers receive high-speed broadband service (1 Mbps) for Bt 599 per month. x Academy Fantasia 4. TrueMove was a major part of the bundling promotion with TrueVisions and True Internet based on the fourth series of the popular TrueVisions reality music program Academy Fantasia. As in 2006, only TrueMove voters were able to vote for their favored contestants. The promotion again proved to be a key subscriber retention tool for TrueMove during the seasonally low third quarter. Total voting was 50 percent higher than in 2006; x The TrueVisions-TrueMove Free View mass market promotion (see “TrueVisions” section below for more details); and

TRUETF: Details of each business line

24


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x The All Together Bonus, True Group’s first bundled package which was launched in 2004, continued to attract TrueMove subscribers. We have consistently sought to develop and market innovative non-voice products and services. For example, we were the first in Thailand to offer voice SMS, remixable ring tones (through the IRemix service), and ‘‘over-the air’’ top-ups to our subscribers. We also provide EDGE (Enhanced Data rates for GSM Evolution) services in the BMA and other multimedia content-based services, along with steadily-increasing wireless Internet services using Wi-Fi technology. Other TrueMove initiatives during 2007 included: x Providing the facilities for subscribers to top-up at more than 18,000 True public phone booths in the BMA, for amounts as small as Bt 10-30; x Partnering with Ayudhya Allianz CP Life Insurance and Allianz CP General Insurance to offer postpaid subscribers free accidental death insurance; x Special promotions with the BlackBerry Pearl 8100, BlackBerry Curve 8320 and Sopod C500 smart phones, and the LG KG275 handset; x A roaming agreement with global enterprise mobility service provider iPass, allowing iPass users to access more than 4000 True Wi-Fi hotspots when they visit Thailand; x Providing 100 “Move Up Vans” as mobile sales points nationwide to leading True Group sales agents; x An agreement with 7-Eleven allowing postpaid customers to pay their monthly bills across the counter at around 4000 7-Eleven stores nationwide; x A nationwide distribution agreement with retailer Hardware House; x A new major advertising campaign fronted by well known Thai comedian “Hmom Jokemok”.

2. TrueOnline TrueOnline comprises fixed-line telephone and its value-added services, Internet and Broadband, data communications services and WE PCT. Our Internet and Broadband businesses have been growing rapidly and help to maintain overall revenue generated by TrueOnline. 2.1 Fixed-line phone services True is the largest fixed-line telephone service provider in the BMA with an estimated 58 percent market share, a fixed-line capacity of 2.6 million and almost 2 million lines in commercial use. In August 1991, True was awarded a 25-year term of Agreement for Joint Operation and Joint Investment under a Build Transfer Operate (BTO) term to construct, install, maintain and jointly operate a two million-line wireline network in the BMA. We were subsequently granted the right to operate an additional 600,000 lines. We transferred our fixed-line network to TOT which collects service charges from customers and then sends back a proportion of revenue to the Company. TRUETF: Details of each business line

25


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Under the said agreements, our revenue sharing is based on gross revenue before the deduction of related expenses, at the rate of 84 percent for 2 million lines and 79 percent for 600,000 lines. The Company has 82 percent revenue sharing from each value-added service and 76.5 percent from the public phone service. As at the time of writing, True Group had been granted VoIP, fixed-line, public phone and International Direct Dialing (IDD) licenses from the National Telecommunications Commission (NTC). In December 2007, our IDD service using the prefix “006” was soft-launched to TrueMove subscribers and we expect to launch to our fixed-line subscribers around the middle of 2008. As at December 31, 2007 True had 1,955,410 fixed line subscribers, consisting of 1,314,580 residential lines and 640,830 business lines. While ARPU has been declining due to continued migration of traffic to mobile service, subscriber numbers have basically been stable. The following table shows the number of fixed-line subscribers and ARPU for the periods indicated: Fixed Line Subscribers ARPU (Blended)

2004 1,944,521 538

As of December 31, 2005 2006 1,989,664 1,976,965 493 414

2007 1,955,410 362

Value-Added Services In addition to fixed-line or wireline services, the Company offers a range of value-added services to meet customers’ needs, including: • A public phone service in the BMA, provided since 1997, with 20,000 telephone units. In April 2002, the Company gained approval to install an additional 6,000 telephone units, bringing the total number of units to 26,000. • Voice Mailbox, Call Waiting, Conference Calling, Call Forwarding, Hot Line, Abbreviated Dialing, Automatic Call Repetition and Outgoing Call Barring. • Caller ID displays incoming call number on Call ID phones. The Company also provides services for corporate customers requiring a large number of telephone lines and provides a range of valued-added services including: ƒDirect Inward Dialing (DID), which automatically directs incoming calls to a

specified party. ƒHunting Lines service, which bundles two or more telephone lines at one location

into a single number. ƒIntegrated Service Digital Network (ISDN), which enables a telephone network to

handle all forms of voice, data and image communications simultaneously on the same telephone line. ƒTelevoting, a special service for companies with peak periods of short message

traffic. It enables companies to perform many marketing activities without investing in infrastructure. Voting results are available in as little as five seconds.

TRUETF: Details of each business line

26


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

ƒFree Phone 1-800, allowing businesses to provide their customers with a free

contact call service. The cost of customer Free Phone calls are automatically billed to the business. Customers can call from any telephone by dialing 1-800 followed by six digits. ƒVoice

conferencing, a service that enables customers to participate in conferences via telephone lines from wherever they are at any time.

ƒVoIP (voice over Internet protocol) services, called NetTalk by True, which were

introduced in 2006, establishing a foothold in what is a relatively new market for Thailand.

Network Our core fixed-line network is Thailand’s most modern and fiber-rich, including more than 170,000 kilometers of fiber-optic cables, covering 4,200 square kilometers in the BMA. This enables us to minimize the use of copper cables (averaging 3-4 kilometers) and provide high-quality voice and data communications services. 2.2 Broadband and Internet True Group is Thailand’s largest broadband operator with around an 80 percent share of the ADSL (Asymmetric Digital Subscriber Line) market in the BMA. We provide the service using cable modem and DSL technologies at speeds of up to 10 (VDSL or Very High Speed DSL) Mbps. We have also launched wireless broadband using pre-WiMax and Wi-Fi technology, and we have the country’s largest Wi-Fi access point network with more than 4,300 hotspots True Multimedia, our 90.5 percent-owned subsidiary, provides broadband network access using DSL and cable modem technologies to ISPs including our subsidiaries, True Internet and Asia Infonet, which in turn provide Internet services to end users, including corporate clients. Under the terms of our multimedia service agreement, which we refer to as the Non-POTS license, TOT has granted us the non-exclusive right to provide analog and digital high-speed transmission services, excluding voice communication services, throughout Thailand until October 20, 2017. True’s Broadband business is growing rapidly. As of December 31, 2007 we had 548,285 subscribers, representing an increase of 23.8 percent from 2006, and we had 32,000 WiFi subscribers. The following table shows the number of Broadband subscriber and ARPU for the periods indicated: Broadband Subscribers ARPU

2004 164,775 1,051

As of December 31, 2005 2006 300,322 442,728 739 721

2007 548,285 709

ADSL is an always-on, high-speed Internet service providing speeds of up to 4 Mbps. Customers can surf the Internet and talk on the phone at the same time.

TRUETF: Details of each business line

27


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Our modern fixed-line network allows us to provide a faster, more stable broadband service and to realize lower installation, operating and maintenance costs. The network not only provides ADSL, but also ADSL2+, G.SHDSL and Gigabit Ethernet, and is well positioned for eventual evolution into an IP-based Next Generation Network (NGN). We also offer rich content through the Trueworld.net portal catering for consumer lifestyles, including music, gaming, sports and e-books, as well as a variety of valueadded services, including IPTV (Internet protocol TV), White Net filtering (allowing parents to control their children’s Internet access) and Norton Anti-Virus. In 2003, The Company and certain other service providers, such as MKSC, started offering wireless broadband services or Wi-Fi (Wireless Fidelity). As of December 31, 2006, we had over 3,000 Wi-Fi hot spots in locations such as coffee shops, restaurants, hotels, hospitals, department stores, movie theaters, convention centers and office buildings. In March 2005, True Group launched VDSL (Very High-Speed Digital Subscriber Line) technology that provides high-speed Internet data transmission at rates of 6 Mbps - 10 Mbps to its business customers. The VDSL service is available in two special packages that enable enterprises and SMEs to run their businesses more efficiently and smoothly. In April 2005, we also launched Thailand’s first prepay high-speed Internet service. “Pre Pay hi-speed Internet” delivers speeds up to four times faster than an ordinary dial-up modem, at a rate of only 0.24 Baht per minute charged on actual usage and with no monthly fee. The new service provides an alternative for high-speed Internet customers seeking value-for-money and convenience. Broadband initiatives introduced during 2007 included: x The launch in February of SUPER hi-speed Internet, a market-leading service offering TrueMove and TrueVisions’ subscribers a speed of 1 Mbps for only 599 Baht a month along with minimally-priced upgrades for existing True 256 Kbps users. By the end of the year, the service had attracted 254,000 subscribers. x

The “Smart Vending Solution by True” allowing vending machine operators to more efficiently manage their business.

x The launch of “JIA on Demand”, a collaboration with Junior Intelligent Academic, the leading mathematics tutor in Thailand, to prepare high school students for university entrance exams using broadband connections through True IPTV; x

The “My Speed My Style” hi-speed Internet campaign, a collaboration with five banking organizations offering Visa and MasterCard cardholders privileges including faster Internet connections;

x

IPTV added National Geographic documentaries to its video-on-demand service.

x Ongoing partnerships with real estate developers to offer cyber home services.

TRUETF: Details of each business line

28


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Internet The Company provides Internet (including content and applications) services through: (i)

Asia Infonet, in which the Company has a 65.0 percent equity interest, under a concession whereby CAT granted a non-exclusive right to provide commercial Internet services to users throughout Thailand until 2006 over facilities leased from CAT or any entity approved by CAT; and

(ii)

True Internet, in which the Company has a 99.99 percent equity interest. In September 2005, True Internet received approval from the NTC for a Type One, one-year term ISP license due in August 17, 2007. The license was extended to August 17, 2008. Asia Infonet has also received an ISP license from the NTC which expires in February 4, 2009.

In terms of our overall Internet business, we are Thailandâ&#x20AC;&#x2122;s no.1 Internet Service Provider (ISP) with more than one million subscribers, including Broadband subscribers. We offer Internet access to both consumers and business customers, along with a range of value-added services, including an Internet Data Center, providing security services for corporate customers. Our Internet and Broadband services took full advantage of the international Internet gateway license granted at the end of 2006 which has allowed us to provide a better quality and less costly service to our customers. The following table shows the number of certain Internet/Broadband subscribers, during the periods indicated: 2004 1,231,344

As of December 31, 2005 2006 1/ 716,703 849,007

2007 1,104,586

Internet/Broadband subscribers 1/ The decline in the year 2005 was due to the transfer of dial-up users to broadband and a change in the calculation method for dial-up users.

2.3 Business Data Services Trueâ&#x20AC;&#x2122;s Business Data Services (BDS) offers converged data and voice communication solutions, and managed services to business customers. BDS has focused on differentiating itself by providing customized services via convergence with other True Group products and services and by partnering with major network equipment providers such as Cisco to provide a high-quality Internet Protocol (IP)-based network. Our differentiation strategy focuses on the functionality and quality of our services rather than low-priced offerings. True Group is one of the major players in the data transmission business. As of December 2007, there were 13,976 circuits in service, a 16.1 percent increase from 2006.

TRUETF: Details of each business line

29


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The following table shows the number of circuits and ARPU for the periods indicated: 2004 9,001 11,014

Circuits ARPU

As of December 31, 2005 2006 10,216 12,033 10,411 11,106

2007 13,976 11,253

True provides data services using various technologies including: x

Digital Data Network (DDN) or Leased–Line, a legacy-based network that facilitates voice, data and image transmission between two different points at a stable speed. This service is especially suited to customers such as banks and financial institutions which rely upon continuous transmission of accurate data or information, often in large volumes. The Company can provide a wide range of DDN speeds to suit customer needs, ranging from 64 kbps to more than 140 Mbps with guaranteed service quality.

x

MPLS (Multiprotocol Label-Switching), the new network that operates by generating secure channels using the latest IP technology to enable a modern Convergence Workstyle, including IP applications such as VDO conference, IP Telephony, Branch connection and Internet services, and to also serve the demand that has shifted from the current legacy-based services. True MPLS offers MPLS service in the BMA and business areas in most provinces.

x

Metro Ethernet, a fiber-to-the-building technology that enables high-speed data transmission through fiber-optic cable, with reliable ring network architecture, support of large bandwidth connections, flexible speed of operation and is designed to provide quality of services (QoS). Metro Ethernet offers a range of data transmissions speeds from 512 Kbps to 1 Gbps.

x

Managed Network Service, an outsourced network management service that can advise on a range of functions, from infrastructure investment to network design and implementation. The service also provides network system monitoring, performance reporting and planning for future network expansion.

During 2007 True became the first network provider in Thailand to earn the “Cisco Powered” designation, joining an elite group of around 300 similarly certified users worldwide. We also opened a second Internet Data Center (IDC) at Muang Thong Thani in Bangkok, featuring full network redundancy support. 2.4 WE PCT (Personal Communication Telephone) WE PCT is a cordless fixed-phone service. A subscriber’s PCT phone number is the same as his or her fixed-line number. Up to nine PCT handsets can be used with one fixed-line number, with each handset holder assigned an individual access code so callers to the fixed line number can direct their calls to a specific person. The Company operates WE PCT through its subsidiary, AWC, in which it holds a 99.99 percent equity interest. Together with AWC, the Company officially launched its PCT service in November 1999 as a value-added service of its wireline network under its wireline agreement. The Company is entitled to 82.0 percent of the revenue generated from such service and AWC is entitled to approximately 70 percent of this amount. The

TRUETF: Details of each business line

30


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

PCT service is also available to TOT subscribers. TOT shares with True approximately 80 percent of revenue received from its subscribers as a PCT network rental fee. The WE PCT service covers 2,500 square kilometers of the inner area of the BMA. In September 2004, the PCT brand was repositioned as “WE PCT” to reflect the strategy of building communities and bringing together people via free calls within the PCT network. During 2007 WE PCT raised prices of ‘buffet’ ’ package to Bt 400 and maintained ‘per call’ promotion targeted at students and the young. As of December 2007, WE PCT had 390,609 subscribers, 12.5 percent higher than 2006 due to the popularity of the buffet package. The following table shows the number of PCT subscribers and ARPU for the periods indicated: WE PCT Subscribers ARPU 1/ 1/

2004 472,846 268

As of December 31, 2005 2006 469,125 347,099 318 257

2007 390,609 172

including PCT Buddy (prepaid service)

3. TrueVisions TrueVisions (formerly UBC) is Thailand’s leading nationwide pay-TV provider, offering its service via digital direct-to-home and digital HFC (hybrid fiber-coaxial) network platforms. TrueVisions was formed in 1998 by a merger of UBC (formerly IBC) and UBC Cable (formerly UTV). TrueVisions operates pay-TV services under a 25-year concession contract with the Mass Communications Organization of Thailand which is due to end on September 30, 2014 for services via satellite and on December 31, 2019 for services via cable. TrueVisions provides its DStv (digital direct to home satellite) service using Ku-band transmission and MPEGII video compression. This enables TrueVisions to increase the number of channels, improve sound and picture quality, control access to its signal, and distribute its service everywhere in Thailand. This service is now transmitted via the Thaicom 5 satellite. TrueVisions provides its cable TV services, both digital and analogue, in the BMA using the HFC network of True Multimedia (a True subsidiary) which passes approximately 800,000 homes. At the beginning of the year, True successfully integrated TrueVisions into the Group following the acquisition of TrueVisions shares which increased True’s effective shareholding to 91.8 percent. TrueVisions has since shifted its marketing strategy to penetrate the mass market. As a result, subscriber growth accelerated in the year 2007 to 629,788, or 948,546 (a 52 percent increase) if subscribers to bundled packages with TrueMove are included.

TRUETF: Details of each business line

31


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

The following table sets forth certain pay-TV subscribers and ARPU during the periods indicated:

TrueVisions Subscribers – Normal packages - Cable TV - DSTV Total normal packages Free Viewer1/ Total subscribers Blended ARPU2/

2004

As of December 31, 2005 2006

140,998 316,544 457,542

133,055 350,761 483,816

457,542 1,301

483,816 1,291

133,977 424,883 558,860 64,647 623,507 1,217

2007 132,868 496,920 629,788 318,758 948,546 1,104

1/

Excluding up-sellers of 16,150 and 74,914 for 2006 and 2007 who already converted to normal packages

2/

ARPU Calculation does not include free view subscribers

TrueVisions offers a variety of top local and international channels including movies (such as HBO, Cinemax, Star Movies and Hallmark), sports (ESPN, Star Sports and TrueVisions’ own sports channels), infotainment (the History Channel, Discovery Channel and National Geographic), news (CNN, CNBC, Bloomberg and BBC World) and Series (most of which are TrueVisions’ sole copyright in Thailand), as well as free-TV and payper-view. We offer a total of 76 channels plus four ad hoc channels, two pay-per-view channels and 10 A-La-Carte channels. Included are 18 locally-produced channels, which are among our most popular. Customers can select four differently priced TrueVisions’ packages: Platinum, Gold, Silver and True Knowledge. x The Platinum package offers 76 channels including six free TV channels and 15 educational channels for Baht 2,000 a month; x The Gold package provides 67 channels including six free TV channels and 15 educational channels for Baht 1,413 a month; x The Silver package provides 58 channels including six free TV channels and 15 educational channels plus all music channels for Baht 750 a month; and x The True Knowledge package provides 46 channels including six free-TV channels and 15 educational channels for Baht 340 a month. TrueVisions also continued its expansion into the mass market, offering Free View packages via bundling with TrueMove, lifting total subscribers at the end of 2007 to 948,546 (including Free Views subscribers), a 52 percent increase from 2006. Around 19 percent of Free View subscribers have upgraded to our premium packages and we expect more upgrades as Free View subscribers learn to enjoy the benefits of pay-TV. The year 2007 brought more success for TrueVisions with the screening of popular reality TV show Academy Fantasia 4 which helped retain subscribers during the lowseason period while generating key content for other parts of True Group.

TRUETF: Details of each business line

32


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

In April, we finalized our acquisition of exclusive Thai rights to live telecasts for three seasons of English Premier League football (“PL”), the most popular international sporting competition for Thais. The agreement allows us to show 380 matches per season from 2007/08 to 2009/10, as well as giving us flexibility to tailor our sports channels to target different customer segments. We added a new sports channels, True Sport 5, to broadcast certain PL matches and made it possible for Free View subscribers to buy on an A-La-Carte basis. True Group also has the right to provide PL and PL-related content through other platforms, including True IPTV, TrueMove and TrueOnline. We now have five True Sport channels available, alongside ESPN and Star Sports. Other initiatives during the year included: x

The introduction of three A-La-Carte packages (nine new channels) from HBO, Disney and Discovery. Subscribers to our Platinum packages are able to choose their preferred package at a discount rate, while the Discovery and Disney packages are also available to our Silver subscribers.

x Bundling packages based on Academy Fantasia 4, with TrueMove, True Internet

and TrueLife.

4. TrueMoney TrueMoney has received approval from the Bank of Thailand to offer an electronic cash service and also acts as a payment agent with the approval of the Revenue Department. Major TrueMoney services offered to True Group customers comprise the TrueMoney Cash Card, a payment and collection agent service and TrueMoney Service via TrueMove (a money service via mobile phone).

TrueMoney Cash Card The TrueMoney Cash Card allows TrueMove and True customers to top up their selected True Group services, including TrueMove Pre Pay, WE PCT Buddy, Prepay hi-speed Internet, Internet Kit, Wi-Fi, True World, True e-book and many online games. Top-ups are made using the cash card’s PIN code.

Payment and Collection Service By the end of 2007 TrueMoney had 709 payment outlets (115 branches in True and TrueMove shops and 594 branches in outlets belonging to True Partners) able to accept payment for 23 services. Payments are processed off a bar-coded statement and can be made by cash, check or credit card, either in full or partial payment. Customers can also make payments online, without statements, for certain services. Overdue payments can also be made.

TRUETF: Details of each business line

33


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TrueMoney services via TrueMove This service allows TrueMove subscribers to perform commercial and financial transactions using their mobile, anytime and anywhere, under a high-security system to international standards. Using TrueMoney, TrueMove subscribers can: x Top-up their credit balance for many prepaid services, including TrueMove Pre Pay and Internet airtime;

x

Pay bills and merchants for True Group products and services as well as for services outside the Group, such as electricity and water supply bills, insurance bills, many e-commerce merchants, taxi fares, online purchases of movie tickets, and bowling fees. TrueMoney also has a system to alert customers to pay electricity and water supply bills before due date;

x Transfer funds from their TrueMoney account to another TrueMoney account, or transfer funds from their bank account to their TrueMoney account; and x Keep amounts of up to Baht 30,000 in each TrueMoney account. Customers can top up their TrueMoney account from many sources by using a TrueMoney Cash Card, a registered bank account or credit card. TrueMoney is also the payment method for subscribers to the TrueVisions-TrueMove Free View package, with the fee automatically deducted each month from subscribers’ TrueMoney accounts. Subscribers can also upgrade to higher-tier TrueVisions’ A-La-Carte packages or buy TrueVisions’ prepaid programs using TrueMoney, which has proved to be of great value for TrueVisions. . During the year TrueMoney opened TrueMoney Express, a payment agent offering many payment services such as bill payment, E-Cash Card sales and direct top-up to True prepay products, at around 2,0000 locations throughout the country. In November we announced the successful development of the world’s first intelligent contactless mobile payment system using a TrueMoney RFID (radio-frequency identification) SIM, in a collaboration with China’s Watchdata Technologies Co Ltd. The system became operational early in 2008. By the end of 2007, TrueMoney was being used by around 2.8 million TrueMove subscribers, up from 850,000 a year earlier. We expect further growth in 2008.

5. TrueLife TrueLife provides digital content and access to both mobile and online digital communities. It also acts as a digital convergence and communicator platform for consumer-to-consumer, business-to-consumer and business-to-business transactions. TrueLife has three main components: Digital content and community services; TrueLife Shops; and TrueLife Plus (our convergence bundling packages).

TRUETF: Details of each business line

34


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Online portal Truelife.com provides an online community and communicator platform – eg Minihome, Club, Chatroom and instant messaging – which allows users to interact, communicate and share. It also offers content which brings together people with similar lifestyles or interests. Main content categories are Music, Sport, TV and Movies. Launched in 2006, Truelife.com has more than 1.5 million registered members. True Group is also an online games provider through NC True, a joint-venture between True and NC Soft, a world-class online game maker from South Korea. NC True’s leading games include Lineage II and Guild Wars, which are among Thailand’s top online games. In addition, more than nine million players in 2007 registered to True Digital Entertainment’s online game Special Force, the number one “casual” online game in Thailand. True hosted the 2007 World Championship in Bangkok in October. TrueLife Shops bring together under one roof the full range of True products and services, including True Coffee, True Music and True Broadband. Their purpose is to provide a tangible convergence experience and lifestyle to end users. These shops are located in areas within the BMA frequented by trendsetters and the younger generation. TrueLife Plus represents our bundling of True products and services, offering customers greater value through packages that suit their lifestyles. Highlights for TrueLife in 2007 included: x True Music’s series of collaborations with all leading music labels, eg GMM Grammy and RS, offering customers across the True Group multimedia content and other exclusive entertainment access; x

A three-month offer of unlimited Color Ring downloads of local and international songs to TrueMove subscribers;

x

True Music’s collaboration with TrueMove on the “Chaiyo SIM” and value-added features, including the exclusive offer of a Thai folk music album, aimed at upcountry mobile phone users;

x True Digital Entertainment’s introduction of “Hip Street”, an online dance game in collaboration with China’s Snail Electronics; x The revamp of our online shopping service, www.weloveshopping.com after its merger with www.marketathome.com. The improved site offers more than 600,000 product and service categories. 3.2 Marketing Strategy The Company aims to provide customers with tailored solutions and a range of bundled telecommunications services across our voice, video and data platforms that match with all customer lifestyles. It believes that demand has been shifting towards convergence services that can fulfill all lifestyle needs. All True products and services are marketed under the “True” umbrella brand. These marketing strategies will differentiate us from our competitors, help us obtain greater market share and lower churn rates. True is now one of Thailand’s leading lifestyle brands.

TRUETF: Details of each business line

35


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Retention marketing is also a key strategy, especially in the mobile business where competition is intense. 3.3 Distribution and sales Our sales efforts are divided into three major segments: consumer, SME and corporate segments. To reach the consumer segment, the Company offers all of our services through our Shops in the BMA and the provinces. Each of these outlets is staffed by our personnel and is equipped for “one-stop” shopping, offering a range of wireline and wireless communications services and handsets, accessories, ADSL modems and other telecommunications equipment, as well as, in the case of the larger True stores, Internet access service. The Company also sells our products and services throughout Thailand through accredited dealer shops and independent distributors and dealers who work on a commission basis. The Company has tele-ordering centers to allow customers to order or purchase our products and services over the telephone. In 2007, True initiated new sale channels via 100 “Move Up Vans” which will be mobile sales points for True group sales agents nationwide.

The Company has an account executive dedicated to each of the SME and corporate segments, and sales managers and sales executives servicing the various SME and corporate subscribers. The Company also employs a direct sales force to market our services to SME and corporate subscribers. For True Move prepaid service, we allow subscribers to top up their prepaid SIM cards through other channels, including bank automated teller machines (“ATMs”), and buy purchasing airtime “over the air’ through mobile payment services provided by True Money Company Limited (“True Money”), a subsidiary of True, or from authorized airtime resellers. We estimate that we have more than 80,000 such resellers as at the end of 2007. In addition, starting from 2007, TrueMove prepaid subscribers can top up by as little as Baht 10 at over 18,000 public phone boosts in BMA. TrueMove also provides subscribers a mobile payment channel via TrueMoney services to meet newgeneration lifestyle needs. An agreement with 7-Eleven allowing postpaid customers to pay their monthly bills across the counter at around 4000 7-Eleven stores nationwide. TrueVisions’ primary sales channels include telesales, direct door-to-door sales, an Internet website, a nationwide agency network and non traditional channel via Move up vans. 3.4 Procurement of Products and Services Network Capacity for Services The Company believes that its extensive fiber-optic wireline network covering over the whole of the BMA gives it a key competitive advantage. Voice and data travel through the fiber-optic cable network at a higher speed than through copper wire or via radio waves. In addition, the network architecture can eliminate call failures due to accidental interruption or any other causes. The network has a spider web design covering all of the service area, which enables True to utilize other routes when one breaks down.

TRUETF: Details of each business line

36


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True Move has been able to take advantage of the latest technological developments as it has built its network later than the two other major operators. This means its network is relatively more efficient and cost effective. As at the end of 2007, True Move’s network covered 92 percent of the Thai population. Network Acquisition The Company primarily imports network equipment directly from leading telecommunications technology suppliers from around the world, including Siemens, Alcatel, Lucent, NEC and Huawei. The Company has also employed a number of suppliers to assist in network acquisition and installation to expand its service coverage, and is not dependent upon any specific distributor or supplier. Technical and Management Support The Company and its subsidiaries have acquired technical and management support from strategic partners: Verizon Communications, Inc for True, Orange SA for True Move and MIH for TrueVisions. No further support has been provided since our strategic partners sold or reduced their shareholdings. All these strategic partners had transferred substantial telecommunications expertise to True Group during the time when they were our shareholders. Our management team is capable of operating without these supports. 3.5 Thai Telecom Industry Mobile Business The Thailand mobile market has experienced significant growth in recent years. The Thailand mobile market has grown from approximately 7.9 million subscribers in 2001 to approximately 52 million subscribers by the end of 2007. Excluding small operators, Thai Mobile and Hutch, the mobile market in Thailand added 13 million subscribers in 2007, and reached a penetration rate of 80 percent at year-end (60 percent at year-end 2006). However, compared to other countries in the region, the rate of mobile penetration in Thailand is still low as the following table shows: Country Hong Kong Singapore South Korea Malaysia Thailand Philippines China Indonesia

As of 2006 Mobile Penetration 132.7% 109.3% 83.8% 75.5% 62.9% 50.8% 34.8% 28.3%

Source: ITU “2006 ICT Statistics Database”

The following operators offer mobile services in Thailand: Advanced Info Service Public Company Limited, or AIS, and its majority-owned subsidiary, Digital Phone Company, or DPC; Total Access Communication Public Company Limited, or DTAC; our majorityowned subsidiary, True Move; Hutchison-CAT Wireless Multimedia Co. (CAT's marketing service provider under the “Hutch” brand name); TOT and Thai Mobile. Our two largest competitors, AIS (together with its majority-owned subsidiary, DPC) and DTAC hold TRUETF: Details of each business line

37


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

approximately a 46.5 percent and 30.3 percent market share, respectively, as of December 31, 2007. We were the third largest mobile provider with a market share of approximately 23.2 percent, which had increased from 19.3 percent at the end of 2006. The following table shows the breakdown of mobile subscribers over the past four years:

AIS DTAC True Move Total Subscribers 1/ True Move market share

2004 15,184,000 7,786,165 3,380,383 26,350,548 12.8%

As of December 31, 2005 2006 16,408,900 19,521,500 8,676,940 12,225,498 4,458,643 7,577,742 29,544,483 39,324,740 15.1% 19.3%

2007 24,105,400 15,772,026 12,080,089 51,957,515 23.2%

Source: Company filings of respective mobile operators Remark:

1/

Excluding Hutch and Thai Mobile

The mobile industry in Thailand has experienced high levels of competition. Mobile service providers have been competing for market share through promotional activities and by providing prepaid plans that offer competitive pricing to attract low-income subscribers and that are easily refillable at various places such as convenience stores and gas stations. This has been one of the reasons for a significant increase in the number of prepaid subscribers during the period from 2002 to 2007. Mobile service providers are also focusing on the growth in non-voice services, which has been facilitated by the launch of new feature-rich handset models with an expanding range of services. During 2005 to 2006, the Thai mobile sector experienced intense price competition with True Move and its competitors significantly reducing tariffs, resulting in a decline in our ARPUs by 10 percent in 2005 and by 26 percent in 2006. However, 2007 saw the industry moving to more rational competition as operators entered into the interconnection regime which requires them to pay for access to other networks (Bt 1 per minute on average), putting floor on prices. Operators have increased tariffs gradually resulting in lower usage, due to consumersâ&#x20AC;&#x2122; price sensitivity. TrueMove ARPU declined further by 35 percent in 2007 (to Baht 191) from lower usage. The decline in ARPU was due partly to customers holding more than one SIM (double SIM effect) to enjoy differential in on-net and off-net tariffs launched by operators to limit IC charges. Despite significant competition in the Thailand mobile market, True Move was able to increase its market share from 15.1 percent in 2005 to 19.3 percent in 2006 and 23.2 percent in 2007. In addition, we have been successful in obtaining about one-third of the marketâ&#x20AC;&#x2122;s net subscriber additions each year since 2004. This is partly due to our competitive advantage in being able to offer mobile services together with other products and services from within the True Group, allowing True Move to compete on value, and not purely on price. As at December 31, 2007 True Move had 12,080,089 subscribers, an increase of 59 percent over 2006.

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Fixed line Telephone Business At the end of 2006, Thailand's wireline penetration rate was approximately 10 percent. According to estimates from TOT, telephone lines in Thailand have grown from approximately 5.9 million lines in 2001 to approximately 6.7 million lines by the end of 2006. In the year 2007, True fixed line subscribers decreased slightly by 21,555 to 1,976,965. Table: Number of fixed line subscribers as of December 31, 2006 Fixed-line operator TOT 1/ TRUE 2/ TT&T 3/ Total 4/ Source:

BMA

As of December 31, 2006 Provinces

1,452,731 1,976,965 3,429,696

2,038,947 1,239,696 3,278,643

Total 3,491,678 1,976,965 1,239,696 6,708,339

1/

Estimated data by the Company Data from the Company 3/ Data from TT&T Annual Report 2006 4/ Data from TOT Annual Report 2006 2/

The wireline market in Thailand is currently serviced by three companies. TOT, the state enterprise that formerly regulated the provision of wireline telephone services, is still the only nationwide provider of local and domestic long-distance wireline telephone services in Thailand. There are two other providers of wireline telephone services in Thailand, both operating under concessions granted by TOT. We provide wireline telephone services in the BMA and TT&T Public Company Limited, or TT&T, provides wireline telephone services in certain provinces of Thailand. As of December 31, 2006, we believe we had approximately 58 percent of the wireline market in the Bangkok Metropolitan Area (BMA) based on the number of subscribers. Our wireline telephone business has been affected in recent years by the increasing availability of alternative services, in particular, mobile telephone services. Consumers are increasingly substituting wireline telephone services with mobile phone services as a result of the convenience offered by mobile services, value-added features of mobile phones, improvements in the quality of mobile phone calls, cheap handsets and the setting of mobile tariffs below wireline tariffs. In addition, our wireline telephone business is expected to face growing competition from VoIP services whose tariffs are lower than that for traditional wireline operators. Rising Internet usage and the growing availability of personal computers (PCs) are also expected to be factors driving the increasing use of PCs by Thai consumers for making VoIP calls. Also, the NTC has granted fixed-line licenses, which means we may face competition from newcomers. Since September 1, 2003, wireline operators have been permitted to launch reducedtariff promotions for domestic long-distance calls and calls to mobile phones. In early 2004, wireline operators were permitted to launch six-month promotions under a flexible tariff structure, with the pre-existing tariff rates as the ceiling rates. The flexible tariff was available until the end of 2006. In addition, wireline telephone operators have also been offering value-added services, such as caller ID services, to better serve customers' needs. All these measures have made wireline services more competitive although wireline operators continue to be adversely affected by mobile substitution. The

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

liberalization of the telecommunications sector may also result in new entrants to the wireline telephone business, creating even further competition. Business Data Services The business data market in Thailand continues to grow at about 15-20 percent a year due to the popularity of on-line data transmission and an increase in Internet users. There is high competition between the large number of operators and suppliers of alternatives, such as ADSL providers. The major players in the data communications market in Thailand currently include TOT, CAT, United Information Highway Co., Ltd. and United Broadband Technology Co., Ltd. (collectively, “UCOM”), Advanced Datanetwork Communications Co., Ltd. (“ADC”) under the Shin Corporation Group, TT&T and True Corporation. All these carriers provide leased line, frame relay and MPLS services. Our principal competitors are TOT (which has the widest coverage throughout Thailand) and UCOM (which has broader coverage outside of the BMA than we do). The Company has a competitive advantage in having the most modern network. In addition, it seeks to differentiate itself from competitors through a focus on service quality. In 2003, the Company launched the Managed Data Network service, which combines three network operation services including network performance management, fault management and configuration management. In 2004, True launched data network solutions to suit the different needs of customers. In 2005, True launched MPLS VPN – a virtual private network which operates by generating secure channels within a shared network, maintaining the privacy and security of an organization’s communications and data. The service is suitable for organizations which have branches in different regions and wish to connect them together in the most cost-effective way. In 2006 we partnered with major application providers such as Cisco to provide a high-quality Internet Protocol (IP) based network. This means we do not have to compete solely on pricing. In 2007, True became the first network provider in Thailand to earn the “Cisco Powered” designation, joining an elite group of around 300 similarly certified users worldwide. Broadband Business The broadband subscriber base in Thailand is relatively small with a household penetration rate of approximately 6 percent, compared to rates in other countries in the region such as South Korea (89 percent), HongKong (87 percent) and Singapore (75 percent) (Source: OECD, IMF, BuddeComm, KBank). There are several operators in the Thailand broadband market, including United Broadband Technology Co., Ltd., or UBT, under the UCOM group; Lenso DataCom Co., Ltd. (under Q-Net service); Samart; CS Loxinfo; TOT; TT&T; ADC and True. Only TOT and True own a wireline network in the BMA, which gives both companies a competitive advantage in providing broadband services in this area. The Company has experienced significant growth in its broadband subscriber base, from 3,708 subscribers as of December 31, 2002 to 548,285 as of December 31, 2006. True Group believes it is one of the largest providers of broadband services in Thailand based on the number of subscribers, and has over 80 percent market share in the BMA. There are several reasons for the rapid increase in the number of broadband subscribers, including the decrease in the cost of modems, the increased popularity of online content, such as games, and the decrease in broadband monthly fees as broadband service providers increase the size of their customer bases. In addition, the TRUETF: Details of each business line

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

international Internet gateway fees have reduced significantly following the industry liberalization by the NTC. Internet Services The Thailand Internet market has experienced significant growth in recent years. According to estimates by CAT, the market has grown to approximately 10 million subscribers by the end of 2006, representing a penetration rate of approximately 15 percent, still relatively low when compared with other countries in the region. Country South Korea Malaysia Hong Kong Singapore Thailand China Philippines Indonesia

As of 2006 Internet Penetration 72.8% 54.2% 53.0% 43.6% 13.1% 10.4% 5.5% 4.7%

Source: ITU “2006 ICT Statistics Database”

Starting in June 2005, the NTC awarded licenses for the provision of Internet services to several ISPs, including True subsidiaries True Internet Company Limited and Asia Infonet. Competition within the Internet/Broadband market was intense in 2006 through 2007 due to the large number of ISPs and we expect to face increasing competition from telecommunications companies entering the ISP market. In addition, the NTC has granted new nationwide fixed-line licenses, which would result in higher competition in both the fixed-line and broadband market in the BMA, our key business area. Despite the intense competition, service charges remained relatively stable at approximately Baht 7-9 per hour for dial-up Internet service and a minimum of Baht 500 per month for broadband service. True’s key competitive advantage is derived from its network. Our core fixed-line network is Thailand’s most modern and fiber-rich, including more than 170,000 kilometers of fiber-optic cables and covering 4200 square kilometers of the BMA. This enables us to minimize the use of copper cables (averaging 3-4 kilometers) and provide high-quality voice and data communications services. The Company provides Internet services through its subsidiaries, Asia Infonet Co., Ltd. (AI), and True Internet, which has been Thailand’s largest ISP by subscriber numbers since 2004 as a result of its leadership position in the broadband market. As at the end of 2007, True Group had more than 1 million Internet subscribers, including Broadband. Other major operators include CS Loxinfo and Internet Thailand.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Pay-TV Business Thailand has over 2 million pay-TV subscribers as at the end of 2007, representing approximately 15 percent household penetration. This is relatively low when compared with other Asian countries; Malaysia 31 percent, Singapore 40 percent, Hong Kong 48 percent, and Japan 52 percent. This presents high growth potential. TrueVisions is currently the only nationwide pay-TV provider. However, our position as the principal provider is not secured by regulation and we continue to face the threat of new entrants. The Mass Communications Organization of Thailand (MCOT) granted paytelevision licenses to two other companies in 1996, but those companies have not launched their services. The Public Relations Department of Thailand grants annual operating licenses, and has licensed several regional cable pay-TV operators, of which an estimated 78 firms are presently operating. Following the enactment of new Broadcasting bill in March 2008, the regulator can grant new licenses to pay TV operators, thus increasing competition. However, pay TV operators will be allowed by the Act to advertise, creating opportunities to generate additional revenues out of its existing content. In addition, there are more than 450 cable operators in the provinces offering services without the necessary licenses. Subscribers to these operators are estimated at around 1.5-2 million. However, the provincial cable systems have come under increased scrutiny from copyright owners. Over the last couple of years, TrueVisions has worked closely with its content partners to roll out initiatives aimed at protecting the intellectual property rights relating to content deployed on TrueVisionsâ&#x20AC;&#x2122; platforms. We are now seeing a significant decline in the systematic playout of channels included in our platform. Our focus now is on the playout of content such as DVD movies which is otherwise carried by channels on our platform such as HBO. As a result, sales in 2005 peaked. In addition, the new Broadcasting bill has more strict rules for piracy control. We also believe that the investment in infrastructure necessary to provide a high-quality pay-TV service is significant. Start-up costs include investments to secure transmission platforms, encryption technology, decoder hardware to allow subscribers to receive the encrypted service, and customer service and support systems. We also compete indirectly with the national free-to-air television stations in Thailand, as well as cinemas, video, music and other entertainment options. We believe that our unique programming, including popular first-run movies, knowledge content and sporting events, give us a distinct advantage over these indirect competitors. The national free-to-air television stations are uplinked to the same satellite used by us and consequently form part of the bouquet available to our subscribers.

TrueVisions continues to invest in exclusive premium content, to constantly expand its platform, and to provide new offerings including those for the mass market. These actions will maintain our leadership position in the market.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Regulatory Update The regulatory regime for Thailand's telecommunications industry is transitioning from one where state enterprises act as the regulators of the telecommunications market and as telecommunications service providers, to one where the telecommunications market is privatized and liberalized. This is in accordance with Thailandâ&#x20AC;&#x2122;s commitment to the World Trade Organization (WTO) to liberalize its telecommunications sector by 2006. The current Thai telecommunication regulatory regime was set up by the 1997 Constitution, the Act on Organizations Allocated Frequency Waves and Supervision of the Radio and Television Broadcasting and Telecommunications Business (the Frequency Allocation Act), and the Telecommunication Business Operations Act (TBO Act). The 1997 Constitution called for the establishment of independent public agencies to allocate radio frequencies and regulate the radio and television broadcasting and telecommunications businesses in a manner that takes into account the public interest and provides for free and fair competition. To implement the constitutional mandate, the Frequency Allocation Act and the TBO Act were enacted in March 2000 and November 2001, respectively. Although the 1997 Constitution set forth a new regulatory framework for the telecommunications service industry, to protect the rights of telecommunications service providers who had existing concessions when the 1997 Constitution came into force, the 1997 Constitution provided that there would be no interference with operation of the existing telecommunications businesses by such service providers until the expiration of their respective concessions. This principle was correspondingly implemented in the TBO Act. In October 2004, the National Telecommunication Commission, or the NTC, was established as the new independent regulator of the telecommunications industry, assuming the regulatory functions previously exercised by the Telephone Organization of Thailand (now known as TOT Public Company Limited), the Communications Authority of Thailand (now known as CAT Telecom Public Company Limited), and the Post and Telegraph Department. A further regulatory body, the National Broadcasting Commission, or the NBC, has its role in overseeing the radio and television broadcasting industry. However, commissioners for the NBC have yet to be appointed and, as such, the NBC has yet to commence work. The 1997 Constitution was later abrogated and replaced by an interim Constitution due to the military coup in Thailand in September 2006. However, the laws and regulations adopted prior to the abrogation of the 1997 Constitution remain in effect and the NTC is still entitled to perform regulating role. The Radio and Television Broadcasting Act B.E. 2551 which came into a force in March 2008, has also given authority and power for the existing NTC to temporarily regulate and grant (one-year) licenses for community radio and non-frequency use services before the proposed National Broadcasting and Telecommunications Commission (NBTC) can be set up. The new Constitution enacted in August 2007 (section 47) indicates that, the NBTC be set up to regulate the telecom and broadcasting industry and that the Act for the setting up of the NBTC must be enacted within 180 days of the new government announcing its policy. The establishment of the NBTC is expected to be complete at the end of 2008 at the earliest. The delay in NBTC establishment is expected to result in delays in the issuance of new policies and regulations. TRUETF: Details of each business line

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

From its establishment until the end of the year 2007, the NTC has issued regulations prescribing, among other things: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii)

licensing requirements for the various defined categories of telecommunications services; eligibility requirements and application procedures for the three categories of telecommunications licenses available in Thailand; interim measures for allocating telephone numbers; the change of mobile phone numbers from 9-digits to 10-digits; anti-monopoly and unfair competition rules; the interconnect regulation; procedures for receiving and considering subscribersâ&#x20AC;&#x2122; complaints; standards of telecommunications service contracts; price caps and prepaid collection; resale of services; frequency use license transfer and measures for frequency sharing for telecom services; and broadband wireless access for trial

Licensing Regime All telecommunications service providers, other than service providers operating within the scope and term of the concessions which existed on the date that the TBO Act came into force, must obtain one of the following categories of licenses from the NTC: Type One Licenses: the first category of licenses applies to telecommunications service providers which intend to operate a telecommunications business in Thailand without having their own networks, and whose telecommunications businesses are, in the opinion of the NTC, in an area which should be liberalized in Thailand. The NTC is required to grant a license to any applicant qualified to carry out a telecommunications business falling within this category. Under a regulation issued by the NTC, licenses for providing Internet services, or ISP licenses, fall within this category. Type Two Licenses: the second category of licenses applies to telecommunications service providers which intend to supply telecommunications services only to a certain group, or to telecommunications businesses which, in the opinion of the NTC, would not have a major impact on free and fair competition or would not have an adverse effect on the interests of the general public or consumers. Applicants in this category may or may not have their own network. The NTC is required to grant a license to applicants in this category if they fulfill the criteria that the NTC has set forth in advance. Type Three Licenses: the third category of licenses applies to telecommunications service providers which have their own networks and whose telecommunications business provides services to the public as a whole or, in the opinion of the NTC, may have a major impact on free and fair competition or the public interest or where, in the opinion of the NTC, there is a special need to protect consumers. The NTC has discretion whether to grant licenses to applicants in this category. In addition, if the telecommunications services require the use of radio frequencies, applicants must also obtain a license for the use of radio frequencies.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

In early August 2005, the NTC issued a licensing fee structure for telecommunications services as follows:  Type one license; registration fee of Baht 5,000 and annual fee of Baht 20,000.  Type two license (without network); registration fee of Baht 10,000 and annual fee of Baht 25,000.  Type two license (with network); registration fee of Baht 25,000 and annual fee of Baht 250,000.  Type three license; registration fee of Baht 500,000, annual fee of 3 percent of operating revenue, and extension fee of Baht 500,000 per year. The NTC has already started to grant licenses. Apart from the licenses granted to TOT and CAT, in June 2005 and in September 2005 respectively, the NTC awarded several ISP licenses in 2005, including one to True Internet Company Limited, our consolidated subsidiary. Moreover, in 2006 the NTC also granted various types of licenses to True Group including international Internet exchange and public phone licenses. At the beginning of 2007 the NTC also granted International Direct Dialing (IDD) and fixed-line phone licenses to True Group and its subsidiaries.

New Numbering Plan In 2006, the NTC issued its numbering plan as well as regulations concerning telecommunications numbering. These regulations indicate that operators who wish to be allocated telecommunications numbers are required to submit to the NTC an application and those who have been allocated a telecommunications number are required to pay monthly fees and charges. The following are the fees and charges for an allocated mobile phone number as prescribed under the regulations: ƒ Baht 12 per number per year (for a new mobile phone service operator); ƒ Baht 24 per number per year (for an existing mobile phone service operator who wished to request additional numbers); and ƒ Baht 120 per number per year for unused numbers within at least 120 days in a year. The regulations require that the 9-digit format for mobile phone numbers be changed to a 10-digit format as of September 1, 2006. The regulations also stipulate that the telecommunications numbers that were allocated prior to September 1, 2006 are considered as numbers allocated by the NTC.

Universal Service Obligations Under the new regulatory regime, telecommunications business licenses may be required to provide universal services which may encompass, among other things, the provision of telecommunications services to low income groups, the disabled and people in rural areas which have insufficient telecommunications services. If a licensee is unable to provide these services, it may be required to allocate 4 percent of its gross revenue to the Telecommunications Development Fund for Public Interest. The responsibilities of undertaking universal service are imposed on Type Two licensees which have their own networks and Type Three licensees.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Network Interconnection and Network Access Arrangements In May, 2006, the NTC issued a regulation concerning network interconnection and network access which prescribes that licensees having their own networks must prepare and submit to the NTC for consideration within 15 days from the effective date of the regulation (which is May 17, 2006) the RIOs (in accordance with the requirements in the regulation) together with information regarding the calculation method of fees on their network access and network interconnection and also the cost of the unbundled telecommunications network service. The fees for access and interconnection must be calculated on ‘‘a cost-oriented basis.’’ In this regard, the NTC has approved long-run incremental cost as a calculation method. Upon receipt of intention letter requesting for network interconnection, telecommunications service providers will be required to hold bilateral negotiations to finalize the interconnection rates within 90 days. Therefore we entered into an interconnection charge agreement with DTAC on November 17, 2006 and with AIS on January 16, 2007. The NTC also indicated that the operation of a telecommunications business by those who obtain a license, concession or contract under Section 80 of the TBO Act shall be subject to the rules and conditions set forth in the regulation.

Fair Competition In September 2006, the NTC announced a regulation concerning measures for the prevention of monopolistic acts or unfair trade practice in telecommunications businesses. The regulation prescribes specific rules for telecommunications businesses in addition to the general rules relating to the prevention of monopolistic acts and unfair trade practices set by laws of Trade Competition (antitrust) to which all licensees are subject. The regulation prohibits licensees from cross-subsidization which includes direct or indirect support of the same services or other types of services which would give rise to a monopoly or a reduction or restriction of competition; cross-holding in the same category of service which includes directly or indirectly occupying business by holding shares of more than 10 percent in a company providing the same service; abuse of a dominant position which includes any acts of a licensee having market share of more than 25 percent for each type of service;, the use of significant market power to restrict competition or cause unfair competition such as setting service fees or product prices below cost; or providing bundled services and products to another licensee in a discriminatory manner,etc.

Tariff settings and Price Control In November 2006, the NTC issued a regulation regarding the setting of maximum tariffs and fees for telecommunications services and prepaid collection. Operators are offered two alternatives in setting maximum tariffs including one based on rate of return and the price cap method. Under this regulation, the price caps are currently set the prices set by the operators prior to the effective date of this regulation, but the NTC will announce new price caps pursuant to the regulation in the future.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Any changes to service fees and tariffs must be approved by the NTC, with the exception of operators who use the price cap method. All licenses are prohibited from collecting fees higher than the maximum tariffs. Licenses must obtain prior approval from the NTC to collect prepaid service fees. This regulation will not apply to Type 1 and Type 2 licensees, according to the NTCâ&#x20AC;&#x2122;s new regulation issued in May 2007.

Consumer Protection In 2006 the NTC issued many procedures to protect the rights of consumer including procedures for receiving complaints from subscribers, standards for telecommunication service contracts and measures for protecting rights of privacy and the right of people to communicate by means of telecommunications as well as standards of telecommunications service contracts. Subscriber Complaints In August 2006, the NTC issued a regulation concerning procedures for receiving and considering subscribersâ&#x20AC;&#x2122; complaints. It prescribes the rights of a subscriber and the steps and procedures to be employed by both a telecommunications operator and the NTC for receiving and considering a complaint. Under the regulation, a telecommunications operator is required, among other things, to provide to a subscriber a written acknowledgement of receipt within 7 days of receipt of the complaint. The telecommunications operator is required to resolve the complaint within 30 days of receipt of the complaint and to keep the subscriber apprised of further developments every 10 days. If the telecommunications operator sees that a complaint is groundless or not rational, it must inform the complainant of its opinion in writing in 14 days, and the complainant may forward the opinion to the NTC if the complainant still thinks the complaint is rational. If the complaint cannot be resolved, either in full or in part, the telecommunications operator is required to present the complaint to the NTC, together with the memorandum and the report, within 3 days from the final date of negotiation. A complaint can be filed with the NTC by a telecommunications operator (as mentioned previously) or directly by the subscriber without initially filing a complaint with the telecommunications operator. The telecommunications operators have a duty to establish a department directly responsible for receiving and resolving complaints as well as making a summary report listing all complaints and resolutions and submitting this to the NTC to review. Standards of Telecommunications Service Contracts In September 2006, the NTC issued a regulation concerning the standards of telecommunications service contracts between operators and their subscribers. It prescribes rules on the characteristics of and processes for implementing telecommunications service contracts between an operator and its subscriber, the rights and obligations of an operator and its subscriber, the right and obligations for the collection and payment of service fees, provision of telecommunications service and the cessation of service, the termination of telecommunications service and complaints and methods for resolving complaints. An operator is required to submit a draft contract for TRUETF: Details of each business line

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

the NTC’s consideration at least 60 days before its use. Any amendment of an approved contract that may affect the rights, obligations, or benefits of a subscriber must be submitted for the NTC’s prior approval at least 30 days before its use. Any existing contract between a provider and a subscriber before the effective date of this regulation must be revised to be in accordance with the regulation. The revised contract must be submitted for the NTC’s approval within 60 days of the effective date of the regulation. The revised contract must later be sent to the subscriber for consideration of whether he/she wishes to accept the amended terms and conditions or terminate such a contract. Except for getting NTC approvals, there should be no conditions to force customers to use the prepaid fees within a specific timeframe. In approving, the NTC might set conditions regarding the transfer of remaining fees, refundable unused fees, etc. In addition, in the case that operators sell their equipment at lower than market prices, operators could not use this to collect fees in case subscribers disconnect before the contract expires.

Privacy In August 2006, the NTC issued a regulation on measures to protect telecommunications subscribers, data privacy, privacy rights and freedom of communications that established specific rules requiring telecommunications operators to collect, process and maintain the personal data of their subscribers. Under the regulation, personal data includes information such as a subscriber’s name, birth date, facts and any details relating to a subscriber which can or may identify the subscriber whether directly or indirectly, telecommunications numbers, and how the subscriber uses telecommunications services. The regulation prescribes that personal data of telecommunications subscribers must be obtained with permission from the subscribers and should be for the sake of operating a telecommunications business only. Exceptions are disclosure to the government or the authorities in accordance with national security laws or for the protection of the good morals of the Thai people, or to prevent or put to an end any hazard to the lives, physical well-being or health of telecommunications subscribers. Telecommunications operators also have duties to establish rules to protect personal data, privacy rights and freedom of communications for subscribers. For example, there are requirements to change security passwords at least once every 3 months to protect access to personal data, and to implement systems to prevent unauthorized capture or inspection of telecommunications signals. Exceptions are disclosure to the government or the authorities in accordance with national security laws or for the protection of the good morals of the Thai people.

Foreign Ownership Restrictions The Foreign Business Act requires that ‘‘foreigners’’ that want to provide services, including telecommunications services, in Thailand obtain a license from the Ministry of Commerce if ‘‘foreigners,’’ as defined in that Act, own more than 50 percent of the business. Under the Foreign Business Act, ‘‘foreigner’’ means the following: (i) an individual who does not have Thai nationality; (ii) a legal entity not registered in Thailand;

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True Corporation Public Company Limited

(iii)

(iv)

Annual Registration Statements (Report Form 56-1)

a legal entity registered in Thailand ƒ which has half or more of its share capital held by a person or persons described in paragraph (i) or (ii) above, or in which a person or persons described in paragraphs (i) or (ii) above provides half or more of the total capital; or ƒ which is a limited or registered ordinary partnership where an individual described in paragraph (i) above serves as managing partner or manager; and a legal entity registered in Thailand having half or more of its share capital held by a person or persons described in paragraph (i), (ii) or (iii) above, or in which a person or persons described in paragraph (i), (ii) or (iii) above provides half or more of the total capital.

According to the Foreign Business Act, foreign persons are prohibited from operating these businesses: Category 1: the businesses for which foreign persons are not allowed to operate on specific reasons (agricultural, property, etc) Category 2: the businesses relating to national safety or security; and Category 3: the businesses which Thai nationals are not yet ready to compete with foreigners. In addition, the TBO Act requires that service providers holding a Type Two or Type Three license not be a company that is a ‘‘foreigner’’ within the meaning of the Foreign Business Act. However, the NTC may require the applicant for a license to undertake business of a certain nature or categories to prescribe the prohibition of any act which has the nature of a business takeover by a foreigner, which we will refer to as a ‘‘foreign takeover of a business.’’ Moreover, if the NTC deems that a licensee is in violation of or in breach of any regulation, such a licensee would be included in the NTC’s watch list or priority watch list. If the NTC considers that such a licensee does not follow the regulations on disclosure of measures to resolve, the NTC may revoke the license due to a lack of the required qualification pursuant to the law.

Radio Frequency Allocation The NTC and the NBC are jointly required to manage radio frequency allocations. This Joint Commission has the power, among other things, to prescribe policies for the allocation of radio frequencies, allocate radio frequencies between the telecommunications business and the radio and television business, and establish criteria for the efficient use of radio frequencies. However, as the NBC has yet to be appointed, the Joint Commission is not yet in existence. In August 2006 the Council of State issued an advisory opinion stating that the NTC could proceed with the allocation provided that the NTC first complete a master plan for managing frequencies in compliance with the 1997 Constitution and the relevant ITU (International Telecommunication Union) standard. However, the 1997 Constitution has recently been abrogated and replaced by the new Constitution due to the military coup in Thailand in September 2006. However, the laws and regulations adopted prior to the abrogation of the 1997 Constitution remain in effect and the NTC is still entitled to perform a regulating role. In addition, the Radio and Television Broadcasting Act B.E. 2551, which came into force in March 2008, has given authority and power to the existing NTC to temporarily regulate and grant (one-

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

year) licenses for community radio and non-frequency use services before the NBTC can be set up. In July 2007, the NTC issued the regulation on frequency use license transfer and measures for frequency sharing for telecom services, aiming to encourage the most efficient use of the nationâ&#x20AC;&#x2122;s frequencies and promoting fair competition. The regulation allows frequency holders to transfer their rights to another party and at the same time the other parties are allowed to ask for the NTCâ&#x20AC;&#x2122;s permission to share or use the frequency.

Mobile Number Portability (MNP) In February 2008, a public forum hosted by the Customer Protection Institution considered proposed draft regulation on Mobile Number Portability (MNP). According to the proposed draft, mobile subscribers would be allowed to use their existing phone number with new networks they switch to. The draft requires subscribers to pay a charge of no more than Baht 300 for the right to use existing numbers to connect to the new networks. In addition, only mobile phone users who have stayed with an existing network for 90 days are eligible to switch to new networks with the same phone numbers. There was no definitive outcome from the pubic forum.

Conversion of Concessions True Group was granted agreements by TOT to provide wireline communications and multimedia (Non-POTS) services, and by CAT to provide mobile communications and Internet services, prior to the adoption of the TBO Act, True Group has the right to conduct its existing telecommunications businesses in accordance with the scope of the current concessions, without having to apply for licenses from the NTC, until the expiry of their respective terms. True Group is also able, subject to the agreement of TOT or CAT, as applicable, to convert such concessions to licenses under the TBO Act. True Group believes that, as a result of the protection afforded by the TBO Act, any attempt to amend its concessions would require the consent of both parties to the arrangements. In such cases, the NTC must issue a license with the same scope and duration as the concession (together with any conditions the NTC might include for the benefit of the existing subscribers, for the development for better quality and more efficient services, or for enabling the objectives of the TBO Act) to such parties, if such a license is not contrary to, or inconsistent with, the TBO Act. No provision of the TBO Act authorizes the NTC or any other governmental authority to convert existing concessions into other forms of arrangement.

Privatization of the Telephone Organization of Thailand (TOT) and the Communications Authority of Thailand (CAT) As a step towards privatization, TOT and CAT were reorganized as public companies on July 31, 2002 and August 14, 2003, respectively. As a result, TOT and CAT received all the substantial telecommunications and related assets and liabilities of their respective predecessors. TOT and CAT have been granted licenses to operate their telecommunications businesses from the NTC. They are now solely telecommunications service providers and not regulatory agencies.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

4. RESEARCH AND DEVELOPMENT The Group did not invest any on Research and Development (R&D) activities for the technology or communication apparatuses as technology network and equipments that the Group used in providing the services to the customers. The Group decided to purchase the ready-made communication networks and equipments from the various suppliers which the Group has an opinion that those products are efficient, hightechnological and appropriate to the Groupâ&#x20AC;&#x2122;s activities. Therefore, it was unnecessary for the Group to invest on the R&D to create and build its own network and communication equipments. However, most of its R&D Budget is contributed to the marketing which the Group strongly developed and intended to improve on its service to meet the growing demands and the customersâ&#x20AC;&#x2122; needs. The Budget was divided into three main areas, R&D in Marketing, New Services and Service System. During the last three years, the total expenses for R&D are as follows:

YEAR

Baht (million)

2007

126.52

2006

126.07

2005

25.01

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True Corporation Public Company Limited

5. OPERATING ASSETS 5.1 Property, plant and equipment Network equipment and non-network equipment are included in property, plant and equipment. Under the Joint Operation and Joint Investment for Expansion of Telephone Services Agreement of 2.6 million lines, PCT, Mobile phone, Internet services and Pay-TV, the assets pertaining to these agreements must be transferred to TOT CAT and MCOT. As at 31 December 2006 and 31 December 2007, the Group's assets are listed below: Unit : Million Baht Network equipment 31 December 2007 31 December 2006 Consolidated Company Consolidated Company Land and land improvement

1,848

1,848

1,848

1,848

782

782

859

859

Telephone network equipment

13,702

12,983

16,051

14,254

Mobile phone network equipment

39,910

929

42,922

1,055

347

318

434

383

2,841

-

2,453

-

237

156

149

148

7,250

-

6,034

-

733

29

937

39

67,650

17,045

71,687

18,586

Building and construction

Public Phone Multimedia network equipment Power supply and computer Pay - TV Work in progress Total

Network equipment in the consolidated financial statements and the company were transferred to TOT under the Agreement for Joint Operation and CAT Joint Investment as follow:

31 December 2007 Consolidated Company 15,501 13,877 13,444 -

TOT CAT Total

28,945

13,877

Unit : Million Baht 31 December 2006 Consolidated Company 17,581 15,809 1,955 19,536

15,809

According to the agreements, the Group has the right to operate and maintain these assets over the agreements periods. The Company assigns the right to operate network equipment which transfer to TOT (according to the conditional assignment over the Agreement for Joint Operation and Joint Investment) to secure of the Thai Baht borrowings.

TRUETH: Operating Assets

52


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Non-network assets are the right of the Group to operated, utilised and disposal those assets. The Group's assets are listed below: Unit : Million Baht

Land and land improvement Leasehold right & improvement Furniture, fixture and equipment Vehicle Power Supply & computer Work in progress Total

Non-network equipment 31 December 2007 31 December 2006 Consolidated Company Consolidated Company 548 548 1,257 86 1,129 69 1,391 200 1,098 200 2,245 1,841 1,090 273 1,307 330 509 31 306 19 7,033

590

6,229

618

5.2 Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net assets of the acquired subsidiary at the date of acquisition. At 31 December 2007 net book value was Baht 11,813 million. Goodwill from acquisition of True Visions Public Company Limited (“True Visions”) at the amount of Baht 10,954 million, Bangkok Inter Teletech Public Company Limited (“BITCO”) amount of Baht 546 million and MKSC World Dot Com Co., Ltd. (“MKSC”) amount of Baht 313 million. Computer software development cost Computer software development cost which enhances or extends the performance of computer software programmers beyond their original specifications is recognised as a capital improvement and added to the original cost of the software. At 31 December 2007 net book value was Baht 2,318 million. Copyright Copyright represent the consideration paid by a subsidiary to related party. To grant that related party the right to provide song and/or video clip downloading through the subsidiary’s website. At 31 December 2007 net book value was Baht 37 million. Leasehold right represent the consideration paid by a subsidiary to building rental. At 31 December 2007 net book value was Baht 70 million. Right to operate FM 93.5 MHz. represents the consideration paid by a subsidiary to operate the radio in FM 93.5 MHz. 31 December 2007 net book value was Baht 1 million. Film and program rights Flim and program right represent the rights acquired and obligation incurred under license agreements of True Visions Public Company Limited, The cost of each program and the program material are accepted and it is available for the first showing. At 31 December 2007 net book value was Baht 322 million.

TRUETH: Operating Assets

53


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The right to operate NON-POTS and to hang dropwire The right to operate NON-POTS services represents fair value of TOT’s interest in the nationwide NON-POTS concession of which a subsidiary issued share in exchange. At 31 December 2007 net book value was Baht 316 million. Customer list Customer list represents the fair value of mobile subscribers list arising from the acquisition in BITCO. At 31 December 2007 net book value was Baht 140 million.

Investment in subsidiaries and associates policy Investment in subsidiaries and associates of the Company has been done through Telecom Holding Co., Ltd. (“TH”) True Visions Public Company Limited. (“True Visions”) and Bangkok Inter Teletech Public Company Limited (“BITCO”), which the Company holds 99.99% of TH shares, 91.79 % of True Visions share and 75.26 of BITCO shares accordingly. TH was established as a holding company to invest in telecommunication projects and related business. The Company has policy to invest in provisions that it will be the major shareholder of subsidiaries or associates and/or will be the operator or manage the invested project on its own, except when conditions in the market does not allow the Company to do so. True Visions was nationwide pay-TV provider. BITCO was established as a holding company to invest in the mobile telecommunication business and related business. For operation policy in subsidiaries and associates, the Company will appoint a representative to be the director of subsidiaries or associates as per the percentage of shareholding to closely monitor the management of such subsidiaries or associates.

TRUETH: Operating Assets

54


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

6. FUTURE PROJECTS True Group and its subsidiaries plan to invest around Baht 8 billion in 2008. This is nearly the same amount as last year. The major investments are: 1. Mobile Phone Business (by True Move) In 2008 True Group subsidiary True Move plans to expand its network capacity to accommodate expected growth in subscribers. True Move’s network population coverage at the end of 2007 was around 92 percent. In 2008 True Move expects the market to add 8-10 million subscribers and aims to capture one-third of market net adds. True Move also plans to increase its non-voice service capability to cope with market growth. True Move’s Capex for 2008 is expected to be around Baht 5 billion. 2. Pay TV Business (by TrueVisions) TrueVisions (formerly United Broadcasting Corporation Limited or UBC), a True Group subsidiary, plans to invest in equipment (digital decoders) for new subscribers (around Baht 3,000 per subscriber) and for replacing existing subscribers’ analog decoders. It also plans to invest in new channels, mainly for the mass market, and in HDTV channels. TrueVisions’ total investment for 2008 is expected to be around Baht 1 billion. 3. Online Business In 2008, we expect to spend around Baht 2 billion on our Online business (formerly Wireline) and product bundling which is similar to 2007. Most of the investment will involve the expansion of our Broadband network to increase capacity further from currently 750,000 subscribers depending on market situation, with investment cost per subscriber of approximately Baht 5,000. In addition, we plan to expand our Business Data Services and Wi-Fi coverage (to service most of BMA populated areas with capacity of over 100,000 Wi-Fi users). 4. Product Bundling True Group has launched many promotions and campaigns that bundle our products and services. This has required investment in new equipment for promotions such as the one between TrueVisions and True Move called “TrueVisions UBC True Move Free View” which cost around Baht 3,000 per subscriber. The Company also plans to add new service centers to express its convergence lifestyle strategy as well as leveraging the True brand to consumers. This may increase the number of subscribers to each service while at the same time saving on the Company’s advertising expenses. Capital expenditure for TrueOnline and product bundling combined is estimated at Baht 2 billion.

TRUETI: Future Projects

55


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

7. LEGAL DISPUTES These are the summaries of the important pending litigation or claims whether by or against True Corporation PLC (“True”) and its subsidiaries as of 31st December 2007. Litigations outstanding at the Administrative Court 1. Litigation case files by the Company against TOT (1)

Dispute in relation to the call tariff reduction campaign “Y-Tel 1234” On 11 October 2001, the Company filed a lawsuit against TOT with the Central Administrative Court claimed damages totaling Baht 1,197.63 million in relation to call tariff reduction campaign, “Y-Tel 1234”. The Company claimed the reduction of call tariffs was a breach of the wireline concession that required tariffs under TOT’s network to be set at the same rate as those under our wireline network. The Central Administrative Court rendered its judgment to dismiss the case on 28 October 2005. On 28 November 2005, the Company filed an appeal to the Supreme Administrative Court. The lawsuit is currently in the judicial process of the Supreme Administrative Court.

(2)

Dispute in relation to Public Payphone’s Revenue Sharing On 22 August 2003, the Company filed an arbitration claim relating to revenue sharing from the provision of public payphone services over the wireline network. The Company claimed that TOT failed to pay to the Company for the Company’s revenue sharing that TOT collected for public payphone services during certain period amounting to Baht 43.94 million plus interest. On 8 April 2005, the arbitral tribunal granted an award in the Company’s favour. However, TOT filed a motion in the Central Administrative Court on 14 July 2005 for an order to withdraw the arbitral award. On 10 October 2005, the Company submitted the statement of objection to TOT’s motion in the Central Administrative Court. On 18 January 2006 the Company submitted a request to enforce the payment according to the arbitral award with the Central Administrative Court. The Court gave an order to combine this case with TOT’s filing of a motion. The lawsuit is currently in the judicial process of the Central Administrative Court.

The ultimate outcomes of the aforementioned lawsuits are presently unable to be determined, and accordingly, no recognition of revenues has been made in the financial statements.

2. Litigation case files by TOT against the Company Dispute in relation to the use of True logo on public payphone booths. On 23 July 2004, TOT filed an arbitration claim against the Company alleging that the Company failed to comply with TOT’s requirements for the public payphone booths. TOT claimed damages for the use of the Company’s logo on the public payphone booths amounting to Baht 433.85 million. On 30 November 2005, the Company submitted the statement of objection. On 12 July 2006, the Arbitration Panel awarded in TOT’s favour. On 6 November 2006, the Company filed a lawsuit in order to withdraw the arbitral award at the Central Administrative Court. The lawsuit is currently in the judicial process of the Central Administrative Court.

TRUETJ: Legal Disputes

56


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The ultimate outcomes of the aforementioned lawsuits are presently unable to be determined, and accordingly, no provision for possible liability has been made in the financial statements. Arbitration disputes outstanding at the Thai Arbitration Institute 1. Arbitration cases filed by the Company against TOT (1) Dispute in relation to revenue sharing collected from international call services. On 28 January 2005, the Company filed an arbitration claim against TOT regarding the calculation of revenue sharing from international calls under the wireline concession. The Company claimed damages in the amount of Baht 5,000.00 million for failure to obtain the actual number of international incoming calls, and damages of Baht 3,407.68 million for the incorrect calculation. Both amounts are entitle to bear interest. (2) Dispute in relation to the Concession Article 38. On 15 May 2006, the Company filed an arbitration claim against TOT asking TOT to discontinue using its authority over the concession as well as to discontinue using its authority over the contract from the date its status changed. The authority to regulate shall be transferred to the Ministry of Transport or the Ministry of Information and Communication Technology. This case has no monetary claim amount. TOT submitted the objection statement on 17 June 2006. On 8 November 2006, the Company filed an arbitration claim against the authorisation limits of TOT on the Concession Article 38 as a separate case. (3) Dispute in relation to revenue sharing collected from international call. On 25 December 2007, the Company filed an arbitration claim against TOT Baht 1,968.70 million in respect of revenue sharing collected from international calls whereby TOT failed to deliver to the Company on a tariff stipulated in the agreement. The following are requested of the arbitrator to adjudicate on: 1. Requesting TOT to comply with the concession agreement in respect of revenue sharing collected from international call and make payment according to the conditions stipulated in the agreement. 2. Requesting TOT to pay damages amounting to Baht 1,968.70 million. 3. Requesting TOT to apply the rate in calculation of revenue sharing both incoming and out-going call base on the rate of Baht 6 per minute as stipulated in the agreement as from September 2007 and onwards. 4. Requesting TOT to pay related interest at the rate stipulated in the agreement Article 21 (MLR+1) or 7.86% per annum calculated from the amount unpaid from the date of submitting the arbitration claim until full payment has been made. These cases are currently within the arbitration process.

TRUETJ: Legal Disputes

57


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2. Arbitration cases filed by TOT against the Company (1) Dispute in relation to the use of True’s name and logo on invoices, tax invoices and receipts. On 13 December 2004, TOT filed an arbitration claim against the Company, claiming advertisement compensation for the unauthorised publication of True’s name and logo on TOT’s invoices, tax invoices and receipts to customers at the rate of Baht 4 per invoice, tax invoice and receipt from August 2001 until August 2004 for the total of Baht 785.64 million plus interest. However, on 11 March 2005, TOT claimed other damages amounting to Baht 106.80 million and Baht 1,030.50 million for changing of the invoices pattern to A4 size. The Company submitted a statement of objection on 25 November 2005. (2) Dispute in relation to the lease of telephone conduits. On 31 May 2005, TOT filed an arbitration claim against the Company seeking an order to pay rent for the lease of telephone conduits from May 2004 to April 2005 in the amount of Baht 6.72 million plus interest and onwards. The Company submitted a statement of objection on 19 September 2005. (3) Dispute in relation to TA1234 campaign. On 30 June 2005, TOT filed an arbitration claim alleging that it suffered damage from the loss of revenue sharing from 16 November 2000 to March 2005 of Baht 15,804.18 million as a result of the Company’s invoices for domestic long distance call services at reduced tariff rates under the Company’s “TA 1234” campaign. TOT also sought an order compelling the Company to collect domestic long distance call tariffs at the rates agreed in the wireline concession. The Company submitted the statement of objection on 4 January 2006. (4) Dispute in relation to high speed internet (ADSL) service. On 28 October 2005, TOT filed an arbitration claim against the Company, claiming that the Company was in breach of the wireline concession by allowing other parties to provide high speed internet service (ADSL). TOT claimed the compensation amount of Baht 2,010.21 million plus interest. In addition, TOT has claimed continuous damages from July 2005 at the rate of Baht 180.00 million per month, plus interest. TOT also requested an order prohibiting the Company from providing ADSL service or allowing any other parties to provide ADSL service. The Company submitted the statement of objection on 21 February 2006.

All these pending cases at Thai Arbitration Institute were proposed to be conciliated by the Arbitrator Office. However, on 24 September 2007, both parties agreed to cease the reconciliation and submit such cases into the arbitration process. The ultimate outcomes of the aforementioned arbitration are presently unable to be determined, and accordingly, no recognition of revenue and provision for possible liability has been made in the financial statements.

TRUETJ: Legal Disputes

58


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Access charges The Company’s access charges On 21 August 2002, the Company filed an arbitration claim regarding a dispute arising from the wireline concession between the Company and TOT. The terms of the wireline concession provided that the Company is entitled to additional considerations from TOT if TOT provides or allows any third parties to provide “special services” over the network. TOT allowed CAT and other mobile telecommunications service providers to use this network for mobile telecommunications services and obtained access charges from CAT and the other mobile telecommunications service providers. However, TOT disagreed that the use of the Company’s wireline network for mobile telecommunications services was a “special service” and therefore refused to provide the Company with the additional considerations. The Company claimed for its portion of revenue sharing regarding access charges received by TOT starting from October 1992 to June 2003 amounting to Baht 25,419.40 million. On 21 February 2006, the Arbitration delivered to the Company rulings of the arbitration dated 17 January 2006. The arbitral rulings are as follows: 1.

The Company is entitled to benefits derived from TOT’s provisions of special services on the Company’s network or from TOT’s permission for other parties to provide special services on the Company’s network.

2.

With respect to benefits from the beginning until 22 August 2002, TOT must pay the Company the sum of Baht 9,175.82 million plus interest at the rate of 7.5% per annum from 22 August 2002. The payment must be made within 60 days from the receipt of the arbitral award.

3.

As from 23 August 2002, TOT must pay to the Company 50% of the benefit derived by TOT from the portion accessing to the Company’s network.

The Company has been taking steps to enforce the payment. On 20 April 2006, TOT filed a motion with the Administrative Court requesting an order to withdraw the arbitral award. Subsequently on 19 September 2006, the Company submitted a statement of objection to the Central Administrative Court, and the Court accepted the Company’s statement of objection for consideration on 28 September 2006. The case is currently in the judicial process of the Administrative Court.

A subsidiary’s access charges On 5 October 2006, True Move Co., Ltd., a subsidiary issued a letter to TOT requesting it to enter into negotiation regarding the interconnection agreement (“IC”) between its network and TOT’s network. On 17 November 2006, the subsidiary issued a written notification informing TOT and CAT that it will cease payment of access charge under the Access Charge Agreement on the basis that the rate and the collection of access charge under the Access Charge Agreement were contrary to the law in a number of respects. The subsidiary also requested TOT to enter into the interconnection charge agreement to be in compliance with the law or temporarily apply the provisional rate announced by the NTC while the negotiations on the interconnection agreement with TOT has not been concluded.

TRUETJ: Legal Disputes

59


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

However, on 23 November 2006, TOT issued a letter informing the subsidiary that the subsidiary was not entitled to interconnect its network with the TOT network because the subsidiary was not a telecommunications licensee, as granted by the NTC, and did not have its own telecommunications network. TOT also disputed that the Access Charge Agreement did not violate any law and that the rate and the collection of access charge under the Access Charge Agreement continuously prevail. Pertaining to the NTC’s announcement regarding the dispute resolution in respect of uses and interconnection of telecommunication network (IC), the subsidiary has brought the dispute to the Dispute Resolution Committee (“DRC”) on 29 June 2007, requesting TOT to enter into the contract in relation to interconnection (IC). The DRC considered this and NTC deemed that the subsidiary is entitled to negotiate with TOT regarding the interconnection contract (IC) on 21 November 2007 and 28 November 2007, respectively. On 16 November 2007, TOT filed a lawsuit against the subsidiary with the Civil Court, claiming violation of the access charges contract (agreement) and requested for access charges payment amounting to Baht 4,508.10 million with related interest and value added tax. The lawsuit is currently in the judicial process of the Civil Court. If under final court judgment the subsidiary has to pay such access charges, the subsidiary would be liable to accrued additional access charges for the period from 18 November 2006 to 31 December 2006 and for the period from 1 January 2007 to 31 December 2007, and the subsidiary would consequently record additional expenses of Baht 455.61 million and Baht 4,271.69 million, respectively. Nevertheless, the net effect to the statement of income for this regard, net of revenue sharing to CAT, would be Baht 204.25 million and Baht 3,283.96 million, respectively. The management and its external lawyer have opined that the subsidiary would not be liable to pay the said access charge. The ultimate outcomes of the aforementioned cases are presently unable to be determined, and accordingly, no recognition of revenue and provision for possible liability has been made in the financial statements.

Other Disputes (1) Assessment from Excise Department On 21 July 2006, the Company was informed by the Excise Department regarding claims for penalties and surcharge on delay of payments for excise tax from January 2005 to March 2005 amounting to Baht 185.87 million. On 21 August 2006, the Company filed for alleviation of this administrative order. Subsequently, on 1 September 2006, the Company filed an objection against this administrative order. On 30 April 2007, the Director General of Excise Department ruled to reject Company’s objection. On 2 May 2007, the Company filed an appeal with Excise Tax Appeal Committee requesting repeal of the ruling of the Director General of the Excise Department. This case is currently under the consideration process of appeal. The ultimate outcome of this issue cannot presently be determined, and accordingly, no provision for possible liability has been made in the financial statements.

TRUETJ: Legal Disputes

60


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(2) Dispute between the Company and Bang Bua Thong Municipal office at Central Taxation Court in relation to the illegal assessment of property tax from public telephone booth and requesting for tax refund. On 2 March 2006, the Company filed a lawsuit. On 11 October 2006, the Court withdrew the illegal assessment. Bang Bua Thong Municipal office is appealing the case.

Litigation of subsidiaries Litigations outstanding at the Administrative Court / Arbitration disputes outstanding at the Thai Arbitration Institute (1) In March 2005, a distribution agency of True Visions Public Company Limited has been appointed by several subsidiaries whose contracts had been terminated to file a civil lawsuit claiming damages up to a maximum of Baht 300.00 million from True Visions Public Company Limited based on alleged breach of Commercial Dwelling Unit subscription agreements. (2) On 23 August 2006, CAT filed a lawsuit against a subsidiary, known as True Move Co., Ltd., at the Central Administrative Court claiming for building space and antenna rental amounting to Baht 12.48 million. The lawsuit is currently before the judicial process of the Central Administrative Court. (3) On 13 October 2006, CAT filed an arbitration claim against a subsidiary, known as True Move Co., Ltd., to claim a numbering fee amounting to Baht 104.58 million. The said subsidiary submitted a statement of objection on 13 March 2007. The case is in arbitration. (4) On 1 December 2006, 9 civil cases were filed by a group of persons against a subsidiary, known as True Move Co., Ltd., in the Mahasarakham provincial court claiming damages from fire amounting to Baht 44.37 million. The group alleges that True Moveâ&#x20AC;&#x2122;s stanchion acts as lightning rod that caused a fire incident after a thunderclap. However, on 9 September 2007, most of the cases were withdrawn. There is only one outstanding case with damages claimed at Baht 7.00 million. This case remains under the court process. (5) On 9 August 2007, CAT notified four banks which issued letters of guarantee on behalf of a subsidiary, known as True Move Co., Ltd., claiming that the subsidiary was not performed according to the agreement and requesting payment of Baht 370.00 million from the banks. These cases are related to the cases that CAT bought to the Arbitration Institute and the cases are still pending at the arbitration panel. On 29 August 2007, the subsidiary filed motions to the Civil Court and Central Administrative Court requesting injunctive relief to prevent CAT from drawing on the bank guarantees and to prohibit the four banks from making payment under said bank guarantees. The Court ruled in favour of the subsidiary. On 27 September 2007, the subsidiary submitted a claim against CAT through the Arbitration Institute and the case is currently under consideration before the Arbitration Office.

TRUETJ: Legal Disputes

61


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(6) On 9 January 2008, CAT filed for arbitration against the subsidiary, known as True Move Co., Ltd., claiming a shortfall in revenue sharing from the subsidiary including penalties and interest at the total amount of Baht 8,503.18 million. The case is currently in arbitration. (7) The Company has learned that one of its subsidiaries, known as True Move Co., Ltd., is listed as one of 131 defendants (which also includes Advanced Info Service PLC (AIS) and Total Access Communication PLC (DTAC)) in patent infringement suit filed by Technology Patents LLC in the District Court for the District of Maryland on November 2007. However, the Company has not been contacted nor served with a summons by the plaintiff. The ultimate outcome of the aforementioned issues cannot presently be determined, and accordingly, no provision for possible liability has been made in the financial statements. Concession agreement of subsidiary In May 2007, the Council of State issued an opinion stating that the cellular telephone services under the concession agreement of a subsidiary, known as True Move Co., Ltd., with CAT may require the Thai Cabinet’s approval, pursuant to the Act on Private Sector Participation in State Undertaking, which if CAT did not obtain, would cause the subsidiary to be subject to less favourable conditions. The Group’s legal counsellor opined that according to the law, the Council of State’s opinion is not legally binding on the subsidiary. Therefore the subsidiary can carry on its business under the concession agreement.

TRUETJ: Legal Disputes

62


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

8. CAPITAL STRUCTURE 8.1

Company’s Securities (a)

Authorized Capital

st

As at 31 December 2006, the Company’s authorized capital is Baht 47,134,724,910 consisting of 4,014,105,645 ordinary shares with a par value of Baht 10 per share and 699,366,846 preference shares with a par value of Baht 10 per share. The Company’s paid-up capital is Baht 45,015,277,360 comprising of 3,802,160,890 ordinary shares with a par value of Baht 10 per share and 699,366,846 preference shares with a par value of Baht 10 per share. In the Year 2007, the Company reduced and increased its authorized capital in the amount of Baht 298,943,560 and Baht 679,412,830 respectively. In addition, the shareholders had exercised their right to purchase shares from KfW. In the amount of 31,075 shares, and the Company had already completed the registration of conversion of preference shares into ordinary shares. Furthermore, 1,651,419 warrant units under ESOP 2003 had been exercised to purchase the Company’s ordinary shares. In this regard, as at 31st December 2007, the Company’s authorized capital is Baht 47,515,194,180 consisting of 4,052,183,647 ordinary shares with a par value of Baht 10 per share and 699,335,771 preference shares with a par value of Baht 10 per share. The Company’s paid-up capital is Baht 45,031,791,550 comprising of 3,803,843,384 ordinary shares with a par value of Baht 10 per share and 699,335,771 preference shares with a par value of Baht 10 per share. Secondary Market of ordinary shares in the Present Presently, ordinary shares of the Company are now available on the Stock Exchange of Thailand (“SET”) (b)

Preferred shares

The Extraordinary General Meeting of the Shareholders No. 1/2543 held on February 14, 2000 has resolved to approve the allocation of 702 million news preferred shares to offer for sale to KfW and/or wholly owned subsidiaries of KfW and/or the Thai Trust Fund with the total offering price of USD 150 Million. On 30th March 2000 the Company allocated 343.98 million preferred shares or 49% to KfW and 358.02 million preferred shares or 51% to Thai Trust Fund, the details of preferred shares’ rights, as summarized below: 1.

During the period between the date of the issuance of the Preferred Shares to and including the 8th anniversary of the issuance of the said Preferred Shares, the rights conferred to the holders of Preferred Shares shall be as follows: (1) The holders of Preferred Shares shall be entitled to receive dividends in priority to the holders of the ordinary shares at the rate of THB 1 per share per fiscal year (except for the first fiscal year in which the Preferred Shares have been issued and for the last fiscal year of the said 8-year period). (2)

The right of the holders of the Preferred Shares to receive dividends at the rate specified in Clause 1 (1) above is the right to receive cumulative dividends for any fiscal year in which the payment of such dividends has not been at all declared or not been declared in full (the “Cumulative Dividends in Arrears”). The holders of the Preferred Shares shall first receive the dividends before the holders of ordinary shares.

TRUETK: Capital Structure

63


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

After the Preferred Shareholders have received the foregoing dividends in full, any remaining profits shall be divided in equal amount per share and paid to the Preferred Shareholders and the ordinary shareholders. (3)

Upon liquidation or dissolution of the Company, any assets remaining after payment of all amounts payable in respect of indebtedness and other obligations of the Company shall be paid to the holders of the Preferred Shares in priority to the holders of the ordinary shares, in the amount equivalent to the par value of Preferred Share per each share held by such holder of the Preferred Shares plus any Cumulative Dividends in Arrears. If there remains proceed of liquidation of the assets of the Company, they shall be divided and paid to the holders of the ordinary shares. And if there still remains proceeds of liquidation of the assets of the Company, they shall be divided and paid in equal amount to the holders of the preferred shares and the holders of the ordinary shares.

2.

(4)

The Preferred Shares may be converted into ordinary shares at any time.

(5)

Each Preferred Share shall carry the right to one vote at any meeting of the shareholders of the Company.

After the 8th anniversary of the issuance of the Preferred Shares and onwards, the rights conferred to the Preferred Shares shall be as follows: (1)

The holders of the Preferred Shares shall be entitled to receive dividends in priority to the holders of the ordinary shares at a rate of THB 0.01 per share per fiscal year (plus any Cumulative Dividends in Arrears). In case there are remaining profits which are to be paid as dividends in any fiscal year after the foregoing dividends have been paid in full, such remaining profits shall be divided in equal amount per share and paid to the holders of the Preferred Shares and the holders of the ordinary shares.

(2)

The Preferred Shares under Clause 2 (1) above, the right of the holders of the Preferred Shares to receive dividends at the rate of THB 0.01 per share per fiscal year is not the right to receive dividends on a cumulative basis for any fiscal year.

(3)

The holders of the Preferred Shares shall also have the rights as specified in Clause 2 (3), (4) and (5).

Provided always that ordinary shares resulting from conversion shall have no right to receive any Cumulative Dividends in Arrears during the time they were Preference Shares. However, KfW issued Purchase Rights to all shareholders of the Company. The Purchase Rights entitle holders to be able to buy back those preferred shares from KfW at the ratio of 1 Purchase Rights to 1 preferred share. The Purchase Rights Holders can exercise their rights on the second anniversary of Purchase Rights Issuance as the first time and semiannually from year 3 to year 8. The exercise price on the second anniversary date will be equal to KfWâ&#x20AC;&#x2122;s cost plus 20% per annum. The exercise prices for other periods will be in different formulas, which factor in share price changes. As at 31st December 2007, the Company have 699.33 million preferred shares, 357.99 million preferred shares is held by Thai Trust Fund (held shares for KfW) and 341.34 million preferred shares is held by KfW. (c)

NVDR (Non-Voting Depository Receipt)

An NVDR or is a Non-Voting Depository Receipt trading instrument issued by the Thai NVDR Company Limited, a subsidiary wholly owned by The Stock Exchange of Thailand

TRUETK: Capital Structure

64


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(SET). The NVDR is a security as specified by the SEC and is automatically regarded as a listed security in the SET. By investing in NVDRs, investor will receive all financial benefit, as if they had invested in a company’s ordinary shares. The only difference between investing in the NVDR and the company’s ordinary shares is NVDR holders have no right to vote. As at 26th February 2008, Thai NVDR Company Limited invested in a Company’s ordinary shares in the amount of 332,280,188 shares, which represents 7.38 of the total shares to be issued and paid-up capital of the Company. 1) 2) 3) 4) 5) 6)

(d) Warrant Warrants under the Warrants under the Warrants under the Warrants under the Warrants under the Warrants under the

Employee Employee Employee Employee Employee Employee

Stock Stock Stock Stock Stock Stock

Option Option Option Option Option Option

Plan Plan Plan Plan Plan Plan

Year Year Year Year Year Year

2000 2002 2003 2004 2005 2006

(“ESOP (“ESOP (“ESOP (“ESOP (“ESOP (“ESOP

2000”) 2002”) 2003”) 2004”) 2005”) 2006”)

DETAILS OF EMPLOYEE STOCK OPTION PLAN 1)

Employee Stock Option Plan 2000

The Annual General Meeting of the Shareholders for the year 2000 held on 27th April 2000 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level of the Company and/or its subsidiaries not exceeding 35 persons (“ESOP 2000 Project”). Summary details are as follows: Number of Warrants Issued and Outstanding

:

36,995,000 units

Date of Issuance

:

9th June 2000

Maturity

:

10 years from the issuance date

Date of Expiry

:

9th June 2010

Exercise Period

:

(a) Warrant Type 1: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares starting from 30th June 2000, 2001 and 2002 respectively. (b) Warrant Type 2: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares starting from 31st December 2000, 2001 and 2002 respectively.

Exercise Ratio

TRUETK: Capital Structure

:

One unit of warrants entitles purchase of one ordinary share at Baht 10.60

65


True Corporation Public Company Limited

2)

Annual Registration Statements (Report Form 56-1)

Employee Stock Option Plan 2002

Equity warrants under the ESOP 2002 Project of 37,131,597 units were issued to Directors and Employees at executive level of the Company and/or its subsidiaries on 14th June 2002. Each warrant entitle purchase of one Company common share at the exercise price of Baht 10.60 per share. The said warrants lapsed on 13th June 2007.

3)

Employee Stock Option Plan 2003

The Annual General Meeting of the Shareholders for the year 2003 held on 11th April 2003 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level of the Company and/or its subsidiaries not exceeding 35 persons (“ESOP 2003 Project”). Summary details are as follows: Number of Warrants Issued and Outstanding

: 11,180,788 units (as of 31st December 2007)

Date of Issuance

:

17th June 2003

Maturity

:

5 years from the issuance date

Date of Expiry

:

16th June 2008

Exercise Period

:

Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares as follow;

Exercise Ratio

TRUETK: Capital Structure

:

The 1st Certificate:

Warrant Holders can start exercising from 17th June 2004 until its expiration.

The 2nd Certificate:

Warrant Holders can start exercising from 17th June 2005 until its expiration.

The 3rd Certificate:

Warrant Holders can start exercising from 17th June 2006 until its expiration.

One unit of warrants entitles purchase of one ordinary share at Baht 5.20

66


True Corporation Public Company Limited

4)

Annual Registration Statements (Report Form 56-1)

Employee Stock Option Plan 2004

The Extraordinary General Meeting of the Shareholders No. 2/2547 held on 10th June 2004 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level of the Company and/or its subsidiaries not exceeding 35 persons (“ESOP 2004 Project”). Summary details are as follows: Number of Warrants Issued and Outstanding

: 18,274,444 units

Date of Issuance

:

7th February 2005

Maturity

:

5 years from the issuance date

Date of Expiry

:

6th February 2010

Exercise Period

:

Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares as follow;

Exercise Ratio

TRUETK: Capital Structure

:

The 1st Certificate:

Warrant Holders can start exercising from 7th February 2006 until its expiration.

The 2nd Certificate:

Warrant Holders can start exercising from 7th February 2007 until its expiration.

The 3rd Certificate:

Warrant Holders can start exercising from 7th February 2008 until its expiration.

One unit of warrants entitles purchase of one ordinary share at Baht 11.20

67


True Corporation Public Company Limited

5)

Annual Registration Statements (Report Form 56-1)

Employee Stock Option Plan 2005

The Extraordinary General Meeting of the Shareholders No. 1/2548 held on 15th July 2005 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level of the Company and/or its subsidiaries (“ESOP 2005 Project”). Summary details are as follows: Number of Warrants Issued and Outstanding

: 18,774,429 units

Date of Issuance

:

28th April 2006

Maturity

:

5 years from the issuance date

Date of Expiry

:

27th April 2011

Exercise Period

:

Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing ordinary shares as follow:

Exercise Ratio

TRUETK: Capital Structure

:

The 1st Certificate:

Warrant Holders can start exercising from the last business day of May 2006 until its expiration.

The 2nd Certificate:

Warrant Holders can start exercising from the last business day of May 2007 until its expiration.

The 3rd Certificate:

Warrant Holders can start exercising from the last business day of May 2008 until its expiration.

One unit of warrants entitles purchase of one ordinary share at Baht 9.73

68


True Corporation Public Company Limited

6)

Annual Registration Statements (Report Form 56-1)

Employee Stock Option Plan 2006

The Annual General Meeting of the Shareholders for the year 2006 held on 11th April 2006 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level of the Company and/or its subsidiaries (“ESOP 2006 Project”). Summary details are as follows: Number of Warrants Issued and Outstanding

: 36,051,007 units

Date of Issuance

:

31st January 2007

Maturity

:

5 years from the issuance date

Date of Expiry

:

30th January 2012

Exercise Period

:

Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares as follow:

Exercise Ratio

:

The 1st Certificate:

Warrant Holders can start exercising from the last business day of April 2007 until its expiration.

The 2nd Certificate:

Warrant Holders can start exercising from the last business day of April 2008 until its expiration.

The 3rd Certificate:

Warrant Holders can start exercising from the last business day of April 2009 until its expiration.

One unit of warrants entitles purchase of one ordinary share at Baht 10.19

Furthermore, The Annual General Meeting of the Shareholders for the Year 2007 held on 24 April 2007 and the Extraordinary General Meeting of the Shareholders No. 1/2550 held on 16 July 2007 has resolved to approved the issuance and offering of warrants under ESOP 2007 Project in the total number of not exceeding 38,000,000 units. The exercise ratio is 1 unit of warrant per 1 ordinary share at the exercise price of Baht 7. In addition, the Securities and Exchange Commission (“SEC”) already granted approval for issuance and offering of the said warrant. Currently, the Company is preparing additional information to submit to the SEC for the next step.

TRUETK: Capital Structure

69


True Corporation Public Company Limited

(e)

Annual Registration Statements (Report Form 56-1)

Shareholders Agreement The Shareholders Agreement dated December 22, 1999

Kreditanstalt für Wiederaufbau ("KfW"), Nynex Network Systems (Thailand) Company (“Verizon”), and the CP Group (comprising of Charoen Pokphand Feedmill Public Company Limited, Bangkok Produce Merchandising Public Company Limited, Charoen Pokphand Group Company Limited and Bangkok Telecom Holding Company Limited) entered into a Shareholders Agreement dated December 22, 1999. Terms and conditions specified therein shall be summarized as follows: 1.

In addition to the right of KfW under the Debt Restructuring Agreement, KfW is entitled to nominate its representatives to the Company's Board of Directors in proportion to the percentage of its shareholding as against the total number of the directors representing the parties to the Shareholders Agreement. However, in any case, KfW is entitled to appoint at least one director and said right shall exist as long as KfW holds shares in the Company, directly or indirectly, not less than 5% of total shares of the Company.

2.

During the first three years from the date of KfW's subscription of the shares in the Company and so long as KfW holds shares in the Company, directly or indirectly, at least 5% of the paid-up shares, the parties to the Shareholders Agreement will vote against each of the following actions unless KfW agrees to such action: (1) any amendment to the Memorandum and Articles of Association and amendments to rights attached to shares; (2) any increase or reduction in the authorized share capital of the Company or any issuance of new shares or the private placement of shares or a proposed public offering; (3) any voluntary liquidation, dissolution, cease of the business, recapitalization or reorganization of the Company or any merger, consolidation, amalgamation or other business combination of the Company with or into another person or any sale of all or a substantial part of the assets of the Company or any of its material subsidiaries; (4) any change in the number of directors or the quorum for meetings of the Board of directors; (5) delisting of the shares in the Stock Exchange of Thailand; and (6) carry on any business other than Authorized Businesses (as defined in the Debt Restructuring Agreement).

3.

Subject to any other conditions binding on KfW with regard to the right granted to the Company's shareholders, KfW may sell or enter into an agreement to sell for a cash selling price all of its shares or not less than 25% of its shareholding, at any time after the expiration of the first three years from the date KfW was allotted the shares in the Company. The foregoing does not prohibit KfW from selling its shares when its shareholding is illegal or restricted by the applicable law.

4.

During the first three years from the date of KfW’s subscription of shares, the parties to the Shareholder Agreement (other than KfW) agree to refrain from transferring more than 10% of the shares so held by each party as specified in the Shareholders Agreement.

5.

The parties agree to refrain from amending or modifying the Verizon Shareholders Agreement dated June 23, 1992 except obtaining prior written consent from KfW.

TRUETK: Capital Structure

70


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

6.

Each party shall disclose to the other party any conflict of interest or related transactions which the party, or any of its subsidiaries, has entered into or will enter into with the Company.

7.

In each fiscal year, subject to availability of cash flow (without incurring additional indebtedness), other legal requirements, the SET regulations and restrictions imposed by the Debt Restructuring Agreements or any other agreements, the parties agree to cause the Company to pay dividends at least 50% of the net profit of the Company after statutory reserves have been established to its shareholders.

Obligation in stock issuance in the future 1. For Convertible Preferred Shares In the successful debt restructuring process, Kreditanstalt fur Wiederaufbau (“KfW”) has an equity injection of USD 150 million in the Company and the Company issued 702 million convertibles preferred shares to KfW and Thai Trust Fund. Due to the terms specified that the preferred shares are set to be converted into ordinary shares before distributed to Purchase Rights Holders who exercise their rights, as described above. Currently, there are 699.33 million convertible preferred shares which are still outstanding. Therefore, the Company is obliged to issue the ordinary shares to replace the preferred shares as per the amount of the exercised Purchase Rights on each exercise date. 2. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2000) The Annual General Meeting of the Shareholders of the Company for the year 2000 held on 27th April 2000 has resolved to approve the Company’s Employee Stock Option Plan 2000. The warrants of 58,150,000 units were issued and offered to certain Directors and employees at executive level, not exceeding 35 persons. In this regard, the Shareholders Meeting has resolved to approve the allocation of 58,150,000 new ordinary shares to be reserved for exercise of the warrants rights according to such plan. 3. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2002) The Annual General Meeting of the Shareholders of the Company for the year 2002 held on 12th April 2002 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level, not exceeding 35 persons in the total of 37,131,597 units (“ESOP 2002”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 37,131,597 new ordinary shares to be reserved for exercise of the warrants rights according to such plan. The said warrants were lapsed on 13th June 2007. The Board of Directors has resolved to propose to the 2008 AGM for approval of the reduction of the authorized capital of the Company by canceling the authorized shares but not issued in the number of 37,131,597 shares. 4. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2003) The Annual General Meeting of the Shareholders of the Company for the year 2003 held on 11th April 2003 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level, not exceeding 35 persons in the total of 19,862,729 units (“ESOP 2003”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 19,862,729 new ordinary shares to be reserved for exercise of the warrants rights according to such plan.

TRUETK: Capital Structure

71


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

5. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2004) The Extraordinary General Meeting of the Shareholders No. 3/2547 of the Company held on 23rd September 2004 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level, not exceeding 35 persons in the total of 19,111,159 units (“ESOP 2004”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 19,111,159 new ordinary shares to be reserved for exercise of the warrants right according to such plan. (This resolution is merely to replace the former resolution of the Extraordinary General Meeting of the Shareholders No. 2/2547 of the Company held on 10th June 2004) 6. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2005) The Extraordinary General Meeting of the Shareholders No. 1/2548 of the Company held on 15th July 2005 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level in the total of 18,774,429 units (“ESOP 2005”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 18,774,429 new ordinary shares to be reserved for exercise of the warrants right according to such plan. 7. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2006) The Annual General Meeting of the Shareholders of the Company for the year 2006 held on 11th April 2006 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level in the total of 36,051,007 units (“ESOP 2006”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 36,051,007 new ordinary shares to be reserved for exercise of the warrants right according to such plan. 8. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2007) The Annual General Meeting of the Shareholders of the Company for the Year 2007 held on 24th April 2007 and the Extraordinary General Meeting of the Shareholders No. 1/2550 held on 16th July 2007 has resolved to approved the issuance and the offer of nontransferable warrants to certain Directors and Employees at executive level in the total of 38,000,000 units (“ESOP 2007”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 38,000,000 new ordinary shares to be reserved for exercise of the warrants right according to such plan. 9. For the capital increase to reserve for IFC The Annual General Meeting of the Shareholders of the Company for the Year 2007 held on 24th April 2007 (is made in order to replace the past resolution of the Annual General Meeting of the Shareholders of the Company for the Year 2006) approve the offering and sale of the 29,941,283 shares to the International Finance Corporation (“IFC”) pursuant to the agreement between the Company and IFC which is a financial institution providing a partial guarantee to the Company’s debentures. The Company also allocated part of these increasing shares to reserve for IFC under the C Loan Agreement.

TRUETK: Capital Structure

72


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

8.2 SHAREHOLDERS

True Corporation Public Company Limited Major Shareholders 1 (as of 26th February 2008) NAME

1. 2. 3.

CP Group

No. of Shares (Million Shares)

3

THAI TRUST FUND

4

KREDITANSTALT FÜR WIEDERAUFBAU (“KfW”)

5

6

4.

THAI NVDR COMPANY LIMITED

5.

STATE STREET BANK AND TRUST COMPANY FOR LONDON 7

6.

STATE STREET BANK AND TRUST COMPANY

7. 8. 9. 10.

1 2 3

4

5 6

7 8 9

GOLDMAN SACHS INTERNATIONAL

8

8

HSBC BANK PLC-CLIENTS GENERAL A/C

9

CHASE C.S. CENTRAL NOMINEES LIMITED

7

THE BANK OF NEW YORK (NOMINEES) LIMITED

8

% of Total Issued Shares 2

1,351.64

30.02

357.99

7.95

341.34

7.58

332.28

7.38

299.26

6.65

121.00

2.69

111.59

2.48

102.48

2.28

86.40

1.92

80.82

1.79

There is no cross-shareholding between the Company and its major shareholders. Including common shares and preferred shares. Consisting of 1) Charoen Pokphand Group Co., Ltd. 2) Bangkok Telecom Holding Company Limited (99.99% held by Charoen Pokphand Group Co., Ltd. (“CPG”)) 3) Charoen Pokphand Foods Public Company Limited (35.28% held by CPG and connected person(s) of CPG pursuant to the section 258 of the Securities and Exchange Act) 4) Bangkok Produce Merchandising Public C omp an y Lim i ted (99.44% held by Charoen Pokphand Foods Public Company Limited) 5 ) B ang ko k A gr o-In du s tr i al Pr od uc ts Publ ic Co mp an y Li mi ted (99.90% held by Charoen Pokphand Foods Public Company Limited) 6 ) C h aroen Po kp h and Northeastern Public Company Limited (99.61% held by Charoen Pokphand Foods Public Company Limited) 7) Kasetphand Industry Company Limited (99.99% held by CPG) 8) Charoen Pokphand IN-EX Company Limited (99.99% held by CPG) 9) Unique Network Company Limited (29.00% held by Bangkok Telecom Holding Company Limited and 58.94% held by connected person(s) of CPG pursuant to the section 258 of the Securities and Exchange Act) 10) Wide Broad Cast Company Limited (29.00% held by Bangkok Telecom Holding Company Limited and 41.45% held by connected person(s) of CPG pursuant to the section 258 of the Securities and Exchange Act) 11) C.P. Interfood (Thailand) Company Limited (99.99% held by CPG) 12) Star Marketing Company Limited (99.99% held by CPG) 13) Advance Pharma Company Limited (99.99% held by CPG) and 14) Golden Tower Trading Limited (held by an outsider having no relation to CPG but reported as in the same group because Golden Tower Trading Limited might vote in the same direction as CPG at the True shareholders meetings) Thai Trust Fund managed by the Thai Trust Fund Management Co., Ltd., established by the Stock Exchange of Thailand (“SET”). The Thai Trust Fund has Thai nationality. Its purpose is to provide an alternative portfolio investment vehicle for foreign investors in the SET. As of 26th February 2008, Thai Trust Fund held shares for KfW 7.95 percent of the Company’s paid-up capital. A financial institution for development, 100% of its share is held by the government of the Federal Republic of Germany. A subsidiary wholly owned by the SET. The NVDR is a security as specified by the SET and is automatically regarded as a listed security on the SET. By investing in NVDRs, the investor will receive all financial benefits, as if they invest in a company’s ordinary shares. The only difference between investing in the NVDR and the company’s ordinary shares is that NVDR holders have no rights to vote. The company is registered in England and invested in the SET without disclosing that the investment is neither for itself nor for others. True has no authority to request that company for the afore-mentioned disclosure. The company is registered in U.S.A and invested in the SET without disclosing that the investment is neither for itself nor for others. True has no authority to request that company for the afore-mentioned disclosure. The company is registered in Singapore and invested in the SET without disclosing that the investment is neither for itself nor for others. True has no authority to request that company for the afore-mentioned disclosure.

TRUETK: Capital Structure

73


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

8.3 Dividend Policy The Company has not paid or declared any dividends on its issued shares since operation commencement. The Company can pay dividends only out of its profits after deducting its cumulative losses, and only if it has set aside a legal reserve. The Company’s restructuring agreement also limits its ability to pay dividends until all of its indebtedness is repaid in full. The Company’s major shareholders have entered into a shareholders’ agreement under which they agreed the Company to declare an annual dividend equal to at least 50% of Company’s net profits for that year, the regulations of relevant laws, and its credit facilities. Before dividends can be paid to holders of its ordinary shares, however, dividend payments on preferred shares must be paid in full. For the dividend policy of subsidiary companies, each subsidiary company’s Board of Directors will consider the payment of dividends from the balance of cash flows taking into account the capital expenditure requirements of the subsidiary company. Subject to the availability of cash flows at the subsidiary company and only if it has set aside a legal reserve, the Board of Directors of each subsidiary company shall consider the payment of dividends on a case-by-case basis.

8.4

Liabilities Structure

As of 31st December 2007, the total liabilities of the Company and its subsidiaries according to the consolidated financial statements is Baht 112,762 million. The details are as follows: (Unit:million Baht) Liabilities of the Company on consolidated basis Amount Current liabilities Short-term borrowings 1,451 Trade account payable 12,978 Current portion of long-term borrowings 5,513 Unearned income 2,508 Accrued expenses 6,788 Income tax payable 589 Other current liabilities 2,865 Total current liabilities 32,693 Non-current liabilities Long-term borrowings Deferred income tax liabilities Long-term trade account payable Other non-current liabilities Total non-current liabilities Total liabilities

76,272 1,598 90 2,110 80,070 112,762

As of 31st December 2007, the total borrowings including the total long-term trade account payable (which is consisting of both current portion and long-time portion) of the Company and its subsidiaries was Baht 83,236 million. This consisted of the borrowings

TRUETK: Capital Structure

74


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

and long-term trade account payable that were denominated in Baht currency of Baht 41,283 million; denominated in US Dollar currency of Baht 38,584 million (or USD 1,139 million); and denominated in Yen currency of Baht 3,369 million (or Yen 11,241 million). Since the debt restructuring on 22nd December 1999 until 31st December 2007, the Company has always made repayment of its secured loan on due date. And it had made prepayment to its Secured Creditor by the Companyâ&#x20AC;&#x2122;s excess cash in the amount of approximately Baht 2,000 million to decrease its interest payment obligation and to reduce its foreign currency exposure. In the past, the Company had large amount of US Dollar loan. It has had policy to reduce fluctuation from foreign currency exchange, and has successfully reduced US dollar loan through the following measures: February 2001

The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 532 million.

June 2001

As of 28th June 2001, the Extraordinary Shareholder Meeting No. 1/2001 had a resolution to approve the Company to issue and offer debentures to the public in the amount not exceeding Baht 36,000 million with the term that is not longer than 20 years to prepay the Companyâ&#x20AC;&#x2122;s existing foreign debt.

July 2001

The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 368 million.

September 2001

The Company entered into the currency swap transaction with KfW, its major foreign creditor, in the amount of approximately USD 97 million or around Baht 4,483 million.

December 2001

The Company borrowed New Baht Loan in the amount of 5,000 million Baht, and used the proceeds from the new loan to partially prepay its US Dollar loan

March 2002

The Company and its subsidiaries repaid its loan in the amount of approximately Baht 948 million.

July 2002

The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 345 million. As of 31st July 2002, the Company entered into several financing agreements with the former Secured Creditors, IFC as the lender of C Loan and the guarantor of the debentures No. 2/2002, and the trustee of the debentures No. 1/2002 to set up a mechanism for collateral sharing between the new Secured Creditors and the former Secured Creditors.

October 2002

TRUETK: Capital Structure

As of 15th October 2002, the Company issued 2 tranches of Baht debentures, i.e., the debentures No.1/2002 and the debentures No.2/2002. The aggregate amount of proceeds received from both tranches of the debentures was Baht 18,465 million. And the Company borrowed Baht loan from IFC (C Loan) in the amount of Baht 1,125 million as of 17th October 2002. The Company used the proceeds from the debentures and IFC loan to prepay US Dollar loan in the amount of USD 452 million. The holders of both tranches of the debentures have participated in

75


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

collateral sharing with the former Secured Creditors after the issuance of the debentures. December 2002

The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 10.1 billion or around Baht 3.6 billion.

February 2003

As of 18th February 2003, the Company issued Baht debentures No. 1/2546 which is the third tranche in the amount of Baht 3,319 million. The company used the proceeds received from the debentures to prepay remaining US Dollar loan in the amount of USD 78 million.

October 2003

The company signed a loan agreement with a group of local commercial banks and financial institutions in the amount of Baht 21,419 million to refinance Baht loan in equal amount. The new Baht loan bear lower interest rate resulting in reduction of the Companyâ&#x20AC;&#x2122;s interest expense.

February 2004

The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 331 million or around Baht 120 million.

June 2004

As of 25th June 2004, the Company issued Baht debentures No. 1/2547 which is the fourth tranche in the amount of Baht 2,413 million. The Company used the proceeds received from the debentures to prepay all remaining US Dollar loan that the Company already swapped in the amount of USD 51 million.

October 2004

The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 190 million or around Baht 74 million.

February 2005

The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 1,336 million or around Baht 491 million.

July 2006

The Company prepaid Secured Debenture with Periodic Payments No. 1/2545 in partially approximately Baht 1,787 million

June 2007

As of 6th June 2007, the Company issued 3 tranches of Baht debentures i.e., 1st series due in 2009 in the amount of Baht 1,000 million, 2nd series due in 2011 in the amount of Baht 2,000 million; and 3rd series due in 2012 in the amount of Baht 1,000 million. The Company used the proceeds received from the debentures to prepay all remaining principal amount of the Secured Debentrue with periodic Payments No.1/2545, and certain portion of Baht loan.

TRUETK: Capital Structure

76


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

July 2007

The company fully prepaid the Secured Debenture with periodic Payments No.1/2545 approximately Baht 3,603 million

When the Company prepaid the secured loan by its excess cash, the proceeds of prepayment was applied to the repayment schedule by Inverse Chronological Order and was pro-rated per the outstanding of each Secured Creditor. After the implementation of all measures as described above to reduce the foreign currency exchange fluctuation, the Company has decreased the portion of the foreign debt from 68.3% at the end of 2000 to 50.4% as of 31st December 2007. Chart : Loan Structure Movement Unit : million Baht 100 ,000

95 ,200

4 ,010

86 ,044 80 ,000

76 ,520 6 ,591

7 ,000

89 ,906 3 ,431

4 ,729

78 ,710 75 ,051 8 ,205

77 ,187 73 ,634

73 ,379

3 ,369

6 ,664

11 ,581 16 ,091

16 ,239

60 ,000

83 ,236

33 ,636

11 ,376 3 ,153

38 ,584

5 ,624 32 ,253 37 ,657 25 ,242

84 ,190

35 ,134

40 ,000

74 ,651 62 ,453 56 ,379

20 ,000

52 ,839 41 ,283

38 ,252 32 ,271

32 ,152 23 ,826

0 1998

1999

Baht loan

2000

2001

2002

US$ Loan

2003

2004

2005

2006

2007

Yen Loan

Debentures The Extraordinary General Meeting of the Shareholders No. 1/2544 held on 28th June 2002 has approved the issuance and offer to sell various types of debentures in order to repay existing foreign debt. The principal amount of debentures will not exceed Baht 36,000 million and maturity is not exceeding 20 years. Therefore, the Company offered the Thai Baht Debenture as follows: (1)

Early Redeemable Secured Debenture with Periodic Payments No. 1/2545, Due 2008 (“TRUE087A”) amount 11,715,400 units, valuing in the amount of Baht 11,715,400,000 (eleven billion seven hundred fifteen million and four hundred thousand Baht) Par value per unit 1,000 Baht

(2)

Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments No. 2/2545, Due 2011 (“TRUE112A”) amount 6,750,000 units, valuing in the amount of Baht 6,750,000,000 (six billion seven hundred fifty million Baht) Par value per unit 1,000 Baht

(3)

Secured Debenture with Periodic Payments No. 1/2546, Due 2007 (“TRUE070A”) amount 3,319,000 units, valuing in the amount of Baht 3,319,000,000 (three billion three hundred and nineteen million Baht) Par value per unit 1,000 Baht

TRUETK: Capital Structure

77


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

The Extraordinary General Meeting of the Shareholders No. 1/2547 held on 16th January 2004 has approved the issuance and offer to sell various types of debentures. The principal amount of debentures will not exceed Baht 15,000 million. Therefore, the Company offered the Thai Baht Debenture as follows: (1) Secured Debenture with Periodic Payments No. 1/2547, Due 2011 (“TRUE117A”) amount 2,413,000 units, valuing in the amount of Baht 2,413,000,000 (two billion four hundred and thirteen million Baht) Par value per unit 1,000 Baht (2) Short term Debenture Project 1/2549 within 3 years since 19th December 2006 will not exceed Baht 3,000,000,000 (3) Secured Debenture No. 1/2550 series 1, Due 2009 (“TRUE097A”) amount 1,000,000 units valuing in the amount of Baht 1,000,000,000 (One billion Baht) Par value per unit 1,000 Baht (4) Secured Debenture No. 1/2550 series 2, Due 2010 (“TRUE107A”) amount 2,000,000 units valuing in the amount of Baht 2,000,000,000 (Two billion Baht) Par value per unit 1,000 Baht (5) Secured Debenture No. 1/2550 series 3, Due 2012 (“TRUE127A”) amount 1,000,000 units valuing in the amount of Baht 1,000,000,000 (One billion Baht) Par value per unit 1,000 Baht Details of Debentures of the Company The Extraordinary General Meeting of the Shareholders No. 1/2544 held on 28th June 2002 has approved the issuance and offer to sell various types of debentures in order to repay existing foreign debt. The principal amount of debentures will not exceed Baht 36,000 million and maturity is not exceeding 20 years. Therefore, the Company offered the Thai Baht Debenture as follows: Summary of Outstanding Debenture as of December 31, 2007 Symbol

TRUE112A

Issue Dated

Amount as Value as of Period of Issue 31 Dec of time Date 2007 (million) (million)

15 October 2002

Total

6,750.00

6,750.00

6,750.00

6,750.00

Maturity Date

8.31 3 Feb 2011

Interest Rate

Offer

Credit Rating

Average MLR (BBL, SCB, KTB and KBANK

Public Offering

A

The Extraordinary General Meeting of the Shareholders No. 1/2547 held on 16th January 2004 has approved the issuance and offer to sell various types of debentures. The principal amount of debentures will not exceed Baht 15,000 million. Therefore, the Company offered the Thai Baht Debenture as follows: Symbol

Issue Dated

TRUE117A

25 Jun 04

Amount as of Issue Date (million) 2,413.00

Value as of 31 Dec 2007 (million) 2,413.00

Period of time

Maturity Date

Interest Rate

Offer

Credit Rating

7.04

07 Jul 2011

6.80%

Public Offering

BBB

TRUE1A28

9 Aug 07

500.00

500.00

0.50

8 Feb 2008

5.00%

Public Offering

BBB

TRUE1A68

12 Dec 07

800.00

800.00

0.50

12 Jun 2008

5.00%

Public Offering

BBB

TRUE097A

06 Jun 07

1,000.00

1,000.00

2.08

7 Jul 2009

5.70%

Public Offering

BBB

TRUE107A

06 Jun 07

2,000.00

2,000.00

3.08

7 Jul 2010

6.20%

Public Offering

BBB

TRUE127A

06 Jun 07

1,000.00

1,000.00

5.08

7 July 2012

6.80%

Public Offering

BBB

TRUETK: Capital Structure

78


TRUETL: Management

Marketing

Office / SME Solution & Wireless Access

Brand Management & Marketing Communications

Home / Consumer Solution & Highspeed Access

Distribution & Sales

Corporate Solution, Wholesales & Data

Customer Management

Operation

Corporate Communications

Legal

President / Chief Executive Officer

Board of Directors

Audit Committee

Finance Committee

Human Resources

Finance & Accounting

Research & Development

Group Investment

79

Corporate Planning & Quality Assurance

Group Internal Audit

Annual Registration Statements (Report Form 56-1)

Marketing & Brand Committee

True Corporation Public Company Limited

Group Management Committee

Independent Committee

Corporate Governance Committee

Compensation & Nominating Committee

9.1 Management Structure

9. MANAGEMENT

True Corporation Public Company Limited


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The Management Structure of the Company consists of: A.

The Board of Directors

B.

The Committees of the Board of Directors: 1) Audit Committee 2) Independent Committee 3) Compensation and Nominating Committee 4) Finance Committee 5) Corporate Governance Committee

C. A.

The Executive Officers The Board of Directors

Pursuant to the Company’s Articles of Association, it is stipulated that the Board of Directors shall consist of not less than 5 directors and that not less than one half of all directors shall have residence in the Kingdom. The qualifications of the Company’s directors shall be as prescribed by law. As of 31st December 2007, the Company’s Board of Directors consists of 18 members as follows: 1)

4 Executive Directors

2)

14 Non-Executive Directors consisting of: -

4 Independent Directors

-

10 directors from various organizations relevant to the Company’s business management, including the lender group’s representatives and the major shareholders

Definitions Executive Director means - A director who holds a management position and engages in the Company’s business management. Non-Executive Director means - A director who does not hold a management position and does not engage in the Company’s business management, whether or not he or she is an Independent Director.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Independent Director means a director who holds the following qualifications: - Is not engaged in the business management of the Company, or of any affiliated, associated or related company or major shareholder of the Company, and is not an employee, staff member or consultant receiving a salary from the Company, any affiliated, associated or related company or major shareholder of the Company. An Independent Director also has no power of control over the Company, any affiliated or associated company, or any person with a conflict of interest with the Company. - Holds less than 5 percent of the Companyâ&#x20AC;&#x2122;s total shares with voting rights, and holds less than 5 percent of the total shares of any company affiliated, associated with or related to any person who may have a conflict of interest with the Company as prescribed by Article 258 under the Securities Act B.E. 2535. - Is not connected or related to executives or major shareholders of the Company, or to any companies affiliated or associated with any person who has a conflict of interest with the Company. - Does not represent or protect the interests of the Board of Directors, major shareholders, or shareholders who are related to the major shareholders of the Company. - Is able to perform and provide comments on, or report on, the performance of the Board of Directors in an independent fashion. Is not under the control of management or major shareholders including related persons or close relatives of the said person. The Board of Directors of the Company (as of 31st December 2007) is as follows: Name

Position

Attendance of True Board of Directors in the Year 2007*

1. Mr. Narong

Srisa-an

Independent Director and Chairman of the Corporate Governance Committee

7/8

2. Mr. Vitthya

Vejjajiva

Independent Director and

6/8

Chairman of the Audit Committee 3. Dr. Kosol

Petchsuwan

Independent Director and

7/8

Member of the Audit Committee 4. Mr. Joti

Bhokavanij

Independent Director and

8/8

Member of the Audit Committee 5. Mr. Dhanin

Chearavanont

Chairman

3/8

6. Mr. Sumet

Jiaravanon

Vice Chairman

1/8

7. Dr. Ajva

Taulananda

Vice Chairman

8/8

8. Mr. Chaleo

Souvannakitti

Vice Chairman

8/8

TRUETL: Management

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Name

Position

Attendance of True Board of Directors in the Year 2007*

9. Mr. Athueck

Asvanund

Vice Chairman and Group General Counsel

8/8

10. Mr. Suphachai

Chearavanont

Director, President and Chief Executive Officer

8/8

11. Mr. Soopakij

Chearavanont

Director

2/8

12. Mr. Chatchaval Jiaravanon

Director and Managing Director-Group Investment

6/8

13. Mr. Vichaow

Rakphongphairoj

Director, Managing Director and Chief Operating Officer

8/8

14. Mr. Umroong

Sanphasitvong

Director

8/8

15. Mr. Norbert

Vay**

Director

***2/8

16. Mr. Jens B.

Bessai**

Director

***3/8

17. Mr. Harald

Link

Director

5/8

18.Dr. Lee

Lam

Director

4/8

G.

Remark: * In the Year 2007, the Board of Directors held 8 meetings ** The Board of Directors Meeting No. 5/2550 dated August 17, 2007 approved the appointment of Mr. Norbert Vay and Mr. Jens B. Bessai as Directors to replace Mr. Heinrich Heims and Mr. Andreas Klocke who resigned from the Board on June 30, 2007. *** Mr. Norbert Vay and Mr. Jens B. Bessai were appointed as members of the Board of Directors on August 17, 2007. The Company held five Board of Directors meetings before Mr. Vay and Mr. Bessai joined.

All Director qualifications have been prescribed by law. None are prohibited persons under the laws and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. All Directors take their responsibilities very seriously. They cooperate on all decisions affecting the Company, entailing major work and responsibility. They attend all meetings except in unavoidable circumstances. Directors unable to attend meetings notify the Board of their absence in advance while providing their comments on the major agenda items. In addition, the Board of Directors gives priority to attend the training courses organized by the Thai Institute of Directors Association (â&#x20AC;&#x153;IODâ&#x20AC;?). Certain Directors are also Independent Directors who are genuinely independent and are not authorized signatories binding the Company. All Directors are properly qualified and comply with the principles stipulated by the Securities and Exchange Commission, and the Stock Exchange of Thailand.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Authorized Directors Mr.Supachai Chearavanont or Mr. Vichaow Rakphongphairoj jointly sign with Mr. Athueck Asvanund or Mr. Soopakij Chearavanont or Mr. Chatchaval Jiaravanon, with the Company’s seal affixed. Authority and Responsibilities of the Board of Directors The Board of Directors is granted the authority and duty to manage the Company in compliance with the Company’s objectives and Articles of Association, and the resolutions of shareholder meetings.

With regard to the management of the Company, the Board of

Directors has the authority to make any decision related to the Company’s regular operations except for matters that require the approval of the shareholder meeting as specified by law. In addition, the Board of Directors may grant authorization to one or more directors, or any other person, to perform any acts on its behalf. However, for any decision on major operations such as a major investment or a major loan procurement, the management team shall propose the said transactions to the Board of Directors for approval. Election of Directors The Company allows minority shareholders to submit nominations for directors before the 2007 AGM by using the form provided by the Company and sending it by registered mail to the Company. The Compensation and Nominating Committee is responsible for appraising the qualifications of persons proposed as directors (including independent directors) of the Company in light of the significant prestige and experience required to fill the role. The Committee’s deliberations are presented to the Board of Directors for initial consideration. The Board of Directors then presents the relevant information, together with the Compensation and Nominating Committee’s opinion, to the Shareholders’ Meeting ahead of any election. Directors are appointed by shareholders by majority vote. All shareholders have the rights to appoint directors. Each shareholder is entitled to one vote for each share held and is entitled to participate in the voting for all directors, provided that they do not split their votes among candidates.

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83


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

B. The Committees of the Board of Directors 1) Audit Committee The Audit Committee of the Company consists of 3 persons as follows: Position

Name

Attendance of the Audit Committee in the Year 2007*

1. Mr. Vitthya Vejjajiva

Chairman of the Audit Committee

7/7

2. Dr. Kosol

Petchsuwan

Member of the Audit Committee

7/7

3. Mr. Joti

Bhokavanij

Member of the Audit Committee

7/7

Remark: * In the Year 2007, the Audit Committee held seven meetings

The scope of duty and responsibility of the Audit Committee is as follows: 1. To review the Companyâ&#x20AC;&#x2122;s financial reports to ensure accuracy and adequate information for public disclosure; 2. To ensure the appropriateness and effectiveness of internal control systems and the internal auditing system of the Company; 3. To consider and propose the appointment and remuneration of an external auditor of the Company; 4. To regularly review the practices of the Company to ensure compliance with the regulations of the Securities and Exchange Act, Rules and Regulations of the Stock Exchange of Thailand and related law and regulations; 5. To review the disclosure of information of the Company to ensure the accuracy and adequacy of said information in case that there is a connected transaction that may lead to a conflict of interest; 6. To prepare a report of monitoring activities of the Audit Committee, with approval from the Chairman of the Committee, be disclosed in the annual report of the Company; and 7. To perform any other act as required by law or as delegated by the Board of Directors. 2) Independent Committee The Independent Committee has been appointed by the Board of Directors. The Committee is responsible for reviewing the entering into highly significant connected transactions. The Committee consists of the following members: 1.

Mr. Narong

Srisa-an

Independent Director

2.

Mr. Joti

Bhokavanij

Independent Director

3.

Mr. Jens B.

Bessai

KfW-nominated Director

4.

Mr. Supachai

Chearavanont

CP-nominated Director

5.

Mr. Athueck

Asvanund

CP-nominated Director

TRUETL: Management

84


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

In the case of any major shareholder having a conflict of interest, Directors nominated by the said shareholder will abstain from the Independent Committee Meeting when considering such a case. 3) Compensation and Nominating Committee The Compensation and Nominating Committee is responsible for determining compensation for, and considering the nomination of, Directors of the Company. The Committee consists of the following members: Name

Attendance of the Compensation and Nominating Committee in the Year 2007*

1. Mr. Dhanin

Chearavanont

0/3

2. Mr. Heinrich

Heims

3/3

3. Mr. Soopakij

Chearavanont

3/3

4. Mr. Umroong

Sanphasitvong

3/3

Remark: * In the Year 2007, the Compensation and Nominating Committee held three meetings

4) Finance Committee The Finance Committee assists the Company in reviewing the financial management of the Company. The Committee consists of the following members: Name

Attendance of the Finance Committee in the Year 2007*

1. Dr. Ajva

Taulananda

7/7

2. Mr. Chaleo

Souvannakitti

7/7

3. Mr. Jens B.

Bessai**

4. Mr. Umroong Sanphasitvong

**4/7 7/7

Remark: * In 2007, the Finance Committee held seven meetings. ** Mr. Jens B. Bessai was appointed as a member of the Finance Committee on August 17, 2007. The Company held three Finance Committee meetings before Mr. Bessai joined

5) Corporate Governance Committee The Corporate Governance Committee has been appointed by the Board of Directors. The Committee is responsible for setting policy on the Corporate Governance of the Company. The Committee consists of the following members:

TRUETL: Management

85


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Name

Attendance of the Corporate Governance Committee in the Year 2007*

1. Mr. Narong

Srisa-an

2/2

2. Mr. Vitthya

Vejjajiva

1/2

3. Dr. Kosol

Petchsuwan

2/2

4. Mr. Joti

Bhokavanij

2/2

5. Mr. Jens B.

Bessai**

6. Dr. Ajva

Taulananda

Remark:

**1/2 2/2

*

In 2007, the Corporate Governance Committee held two meetings.

**

Mr. Jens B. Bessai was appointed as a member of the Corporate Governance Committee on August 17, 2007. The Company held one Corporate Governance Committee meeting before Mr. Bessai joined

C. The Executive Officers As of 31st December 2007, the executive officers of the Company are as follows: Name 1.

Mr. Suphachai

Position Chearavanont

Director, President and Chief Executive Officer

2.

Mr. Vichaow

Rakphongphairoj

Director, Managing Director and Chief Operating Officer

3.

Mr. Chatchaval

Jiaravanon

Director and Managing Director-Group Investment

4.

Mr. Athueck

Asvanund

Vice Chairman, Group General Counsel and Acting Company Secretary

5.

Mr. William

Harris*

Chief Financial Officer

6.

Mr. Thiti

Nantapatsiri

Managing Director Home / Consumer Solution & Highspeed Access

7.

Mr. Adhiruth

Thothaveesansuk

Managing Director Office / SME Solution & Wireless Access

8.

Mr. Songtham

Phianpattanawit

Managing Director Corporate Solution, Wholesales & Data

Remark:

* On January 1, 2008, Mr. Noppadol Dej-Udom was appointed to be chief financial officer to replace Mr. William Harris.

TRUETL: Management

86


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The term “Executive Officers” refers to Directors, the President and persons with managerial authority who are among the top four ranked individuals in the Company, after the President, and all other persons who occupy a position equivalent to a top four ranking. All the Executive Officers’ qualifications have been prescribed by law and the Officers themselves are not forbidden individuals under the laws and pronouncements of the Securities and Exchange Commission and the Stock Exchange of Thailand. Authority and Responsibility of the President The President has authority to supervise and carry on the Company’s day-to-day business, and if any matter/transaction is important, the President will submit said matter/transaction to the independent directors and/or the relevant Committee (such as the Finance Committee, the Compensation and Nominating Committee or the Independent Committee) and/or the Board of Directors and/or shareholders as the case may be, to approve said matter/transaction. In addition, the President has no authority to approve any matter or transaction proposed by the Company or its subsidiaries in which he or she may have a conflict of interest or any other forms of conflict. In such a case, the matter/transaction must be carried out according to the relevant laws and regulations. 9.2 Remuneration of the Company’s Directors and Executive Officers (1) Remuneration

(1.1) Remuneration of Directors The 20 directors of the Company were remunerated Baht 33,196,774.- for the year 2007. Remuneration per person (Baht) Group 1 - Chairman (Mr. Dhanin Chearavanont) - Independent Director who is also the Chairman of the Committee - Mr. Vitthya Vejjajiva - Mr. Narong Srisa-an (Jan’07) (Feb - Dec’07)

3,600,000

3,600,000 200,000 3,300,000

Total Group 2 - Independent Directors who are also Committee members (Dr. Kosol Petchsuwan and Mr. Joti Bhokavanij) Total

TRUETL: Management

Total (Baht)

10,700,000 2,400,000

4,800,000

87


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Remuneration per person (Baht) Group 3 - Vice Chairmen (Mr. Sumet Jiaravanon, Dr. Ajva Taulananda, Mr. Chaleo Souvannakitti and Mr. Athueck Asvanund) Total Group 4 - Directors (Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Vichaow Rakphongphairoj, Mr. Umroong Sanphasitvong, Mr. Harald Link and Dr. Lee G. Lam) Mr. Heinrich Heims, Mr. Andreas Klocke (Jan-Jun’07) Mr. Norbert Vay, Mr. Jens B. Bessai (17th Aug – Dec ’07) Total Grand Total

(1.2)

Total (Baht)

1,800,000

7,200,000

1,200,000

600,000 448,387 10,496,774 33,196,774

Remuneration of Executive Officers

The top eight executives received remuneration totaling Baht 102.66 million for the year 2007 (January to December), which included Baht 85.20 million for salary, Baht 12.97 million for performance pay and Baht 4.49 million for provident fund. (2) Other Compensation Other compensation received by Directors and Executive Officers of the Company are as provided for under the Employee Stock Option Plan 6 Project, namely: (2.1)

Employee Stock Option Plan 2006 (ESOP 2006)

(2.2)

Employee Stock Option Plan 2005 (ESOP 2005)

(2.3)

Employee Stock Option Plan 2004 (ESOP 2004)

(2.4)

Employee Stock Option Plan 2003 (ESOP 2003)

(2.5)

Employee Stock Option Plan 2002 (ESOP 2002)

(2.6)

Employee Stock Option Plan 2000 (ESOP 2000)

Furthermore, The Annual General Meeting of the Shareholders for the Year 2007 held on 24 April 2007 and the Extraordinary General Meeting of the Shareholders No. 1/2550 held on 16 July 2007 has resolved to approved the issuance and offering of warrants under ESOP 2007 Project in the total number of not exceeding 38,000,000 units. The exercise ratio is 1 unit of warrant per 1 ordinary share at the exercise price of Baht 7. The Securities and Exchange Commission (“SEC”) already granted approval for issuance and offering of the warrant under this project. Currently, the Company is preparing additional information to submit the SEC for the next step. The Company has also disclosed detailed information of 6 ESOP projects under “Capital Structure” regarding “Warrants” and “Obligation in Stock Insurance in the Future”.

TRUETL: Management

88


1,600,000

4. Mr. Vichaow Rakphongphairoj

4.44 4.44 4.44

1,600,000

1,600,000

1,600,000

8. Mr. Adhiruth Thothaveesansuk

9. Mr.Thiti 1,000,000

1,000,000

1,000,000

1,000,000

1,200,000

350,000

1,000,000

1,900,000

-

-

No. of warrants

5.33

5.33

5.33

5.33

6.39

1.86

5.33

10.12

-

-

% of project

Warrants under ESOP 2005

1,277,890

1,277,890

1,277,890

1,277,890

1,331,136

1,277,890

1,277,890

2,434,077

-

-

No. of warrants

6.69

6.69

6.69

6.69

6.97

6.69

6.69

12.74

TRUETL: „µ¦‹³—„µ¦

-

-

% of project

Warrants under ESOP 2004

Remark: Equity warrants under the ESOP 2002 Project lapsed on 13th June 2007.

10.Mr.Songtham Phianpattanawit

Nantapatsiri

4.44

1,600,000

Harris

7. Mr. William

0.83 5.55

300,000

4.44

8.88

-

-

% of project

2,000,000

Asvanund

6. Mr. Athueck

5. Mr. Chatchaval Jiaravanon

3,200,000

Chearavanont

3. Mr. Supachai

-

Chearavanont

2. Mr. Soopakij

-

Taulananda

No. of warrants

Warrants under ESOP 2006

1. Dr. Ajva

Name

Details of warrants allotted to Directors and Executive Officers under ESOP Plan

True Corporation Public Company Limited

-

-

850,404

1,297,838

2,021,470

1,940,611

1,617,176

3,696,402

-

-

No. of warrants

-

-

4.28

6.53

10.18

9.77

8.14

18.61

-

-

% of project

Warrants under ESOP 2003

-

-

1,503,662

3,000,000

3,860,294

3,705,882

3,088,235

7,058,824

-

-

No. of warrants

-

-

4.05

8.08

10.40

9.98

8.32

19.01

-

-

% of project

Warrants under ESOP 2002*

-

-

-

945,000

5,320,000

4,130,000

2,800,000

6,510,000

4,130,000

2,240,000

No. of warrants

-

-

-

89

2.55

14.38

11.16

7.57

17.60

11.16

6.06

% of project

Warrants under ESOP 2000

Annual Registration Statements (Report Form 56-1)


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

9.3 Corporate Governance Report In 2007 the Company carries out its business according to the Principles of Good Corporate Governance for Listed Companies 2006 issued by the Stock Exchange of Thailand (SET). The first Good Corporate Governance guideline was issued on March 2002, then fine tuned and modified by the SET in order to be in line with the Organization for Economic Cooperation and Development (OECD) and World Bank suggestions from its corporate governance project called Reports on the Observance of Standards and Codes (CG-ROSC). True’s good corporate governance practices are summarized as follows: Corporate Governance Practice True has two levels of corporate governance oversight; by the Board of Directors and by management. The Board of Directors has established the Corporate Governance Committee which comprises Mr. Narong Srisa-an, Mr. Vitthya Vejjajiva, Dr. Kosol Petchsuwan, Mr. Joti Bhokavanij, Mr Jens B. Bessai and Dr. Ajva Taulananda. Corporate governance at management level is overseen by the CEO and other senior executives. Section 1 Rights of Shareholders 1.

The Board of Directors has established a corporate governance policy that takes into account – as much as possible – the rights of shareholders, without being limited to the rights specified only by law. The Board of Directors has approved and implemented the new Corporate Governance policy which has been amended to be in line with the Principles of Good Corporate Governance for Listed Companies 2006 issued by the Stock Exchange of Thailand and combined with the concept of Sufficiency Economy.

2.

In the year 2007, the Company held two shareholder meetings, the Annual General Meeting of the Shareholders (the “AGM”) for the year 2007 on April 24, 2007 and the Extraordinary General Meeting of the Shareholders No. 1/2550 on July 16, 2007. For the convenience of shareholders, the meetings were scheduled on a working day during working hours at 2 pm and held in Bangkok where transportation is convenient.

3.

The Company will send shareholders an invitation letter to inform them of dates, times, locations, meeting agendas and the background to issues which shareholders are being asked to vote on, and rules and regulations for the meeting and its voting processes. This information is provided to shareholders in the notice of meeting in accordance with the legally required advance period. Information is explained in detail so a reader who has no background knowledge of the topic will still be able to easily understand it. All information regarding shareholder meetings has been posted on the Company’s website around 3-4 weeks in advance before notice of the meetings is sent out, so that shareholders can study all information prior to receiving the notice.

TRUETL: Management

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

4. The Company’s policy prohibits any action that could be considered to violate a shareholder’s right to access information on the shareholder meeting. Shareholders can make advance inquiries about information they do not understand or submit advance questions to the Company’s Investor Relations Department on 0-2699-2515 or to the Company Secretary Department on 0-2643-0076. 5. To encourage attendance at shareholder meetings, the Company provides free-of-charge refreshments and snacks for shareholders before and after meetings as well as souvenirs. The Company encourages shareholders’ participation and voting in meetings at no charge. Any action that could be considered to violate their right to attend meetings is prohibited. The Company has streamlined its procedures for attending and voting at meetings. The chairman of the meeting ensures there is appropriate time set aside for discussion and encourages shareholders to express their opinions and ask questions related to the Company’s operations. Moreover, after the meeting directors meet with shareholders in person and provide them with an opportunity to ask any questions they may not want to ask during the meeting. Section 2 Equitable Treatment of Shareholders 1. The Company allows shareholders who cannot attend meetings to cast a proxy vote. Shareholders must submit a proxy form to the Company Secretary Department before the meeting so it can be verified. 2. The Company encourages the use of proxy forms on which shareholders can specify their voting preferences. The proxy forms are attached together with the invitation letter to the shareholder meeting. The Company provides options for shareholders to appoint the Chairman of the Audit Committee, who is an independent director, or an independent director as their proxy (with their background information provided). 3.

The Company allows minority shareholders to propose any issues to be added to the meeting agenda as well as submitting nominations for directors before the 2007 AGM by using the form provided by the Company and sending it by registered mail to the Company from December 1, 2006 to January 31, 2007. The Company posted the above proposals on its website and through the SET’s electronic media.

Nevertheless,

shareholders did not propose any issues or nomination for directors. 4. For the sake of transparency and historical record, the Company encourages the use of voting cards. The Company also arranges for an independent law office to verify the vote counting. The voting cards will be kept as evidence if there is any argument after the meeting.

TRUETL: Management

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

5. The Company allows shareholders to vote on individual nominees. 6. The Company’s code of conduct covers inside information and insider trading, as well as the use of applicable laws to monitor and prevent the personal use of confidential Company information by management and related persons. Material information which has not yet been disclosed is kept confidential, apart from disclosure to the relevant senior management of the Company. Directors and senior management must report purchases, sales, transfers and assignations of securities issued by the Company to the Securities and Exchange Commission (SEC) within three days of the transaction’s execution, and provide a copy of this report to the Company for its records and incorporation in its regular report to the Board of Directors. In the year 2007, there were no Board members or executives violating this practice. 7. In the year 2007, there were no Board members or executives violating the rule on conflict of interest in proposed Company transactions. 8.

The Company has measures and procedures for approving the entering into connected transactions in compliance with the Rules and Regulations of the Office of Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”) i.e. related party transactions must obtain approval from the Independent Directors to be processed according to the internal procedure relating to related party transactions, details of which have been stipulated by the Independent Directors. If any related party transaction is deemed to be a connected transaction, the said transaction must be approved by the Audit Committee, the Board of Directors and/or Shareholders Meeting – as the case may be – according to the Regulations of the Stock Exchange of Thailand. In the year 2007, the Company strictly followed the above rules and regulation. All connected transactions that occurred in the year 2007 have been disclosed in its annual report and annual registration statement (Form 56-1) under the Topic “Connected Transaction”. The Company has also established an Independent Committee to take part in monitoring highly significant connected transactions. This committee comprises independent directors, creditor-nominated directors and directors representing major shareholders. If any major shareholder has a conflict of interest, directors nominated by this shareholder will abstain from the Independent Committee meeting to consider the case.

TRUETL: Management

92


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Section 3 Role of Stakeholders 1. The Board of Directors recognizes the importance of acknowledging the rights of all stakeholders and their ability to positively influence the Company’s conduct and activities, and vice versa. Accordingly, the Company has established a “Code of Conduct” covering employees and stakeholders which includes: Employees i

The right to privacy and the right to be protected from any violation of that privacy

i

The right to receive fair and equal treatment

i

The right to fair and equal employment rights such as the right to take leave and to receive fringe benefits, and the opportunity to be promoted, to transfer to other work units, and to receive performance assessments

Customers i

The right to receive fair and equal treatment

i

The right to receive full and efficient service from the Company’s employees

i

The right to receive quality goods and highly efficient service

i

The right to protection of confidential information

Suppliers and dealers (business partners) i

The right to fair and equal treatment

i

The right to protection of confidential information

i

The right to be treated honestly and reliably

i

The right to information on relevant laws, regulations and policies

i

The right to fair competition

Creditors i

The right to be treated honestly in accordance with terms and conditions of all agreements under relevant law and regulations

i

The right to receive correct and complete financial information

i

The right to receive payments owing, as well as safeguarding all guaranteed assets given as security

TRUETL: Management

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Investors i

The right to receive fair and equal treatment

i

The right to be treated with the best intentions of the management to operate the business with their best knowledge, skills, and honesty

i

The right to be protected from the use of insider information for pursuing private interests

Government agency i

The right to regulate, monitor and punish according to laws and regulation and the government agency’s standard practice.

2. The Company’s Internal Audit Department reports directly to, and is accountable to, the Audit Committee. The Company provides opportunities for its employees to address their concerns directly to this department or the Audit Committee. 3. The Company operates its business while taking into consideration environmental and social matters and is focused on promoting a knowledge-based society as a path to sustainable development for Thailand. The Company uses modern telecommunications

technology

to

develop

educational

projects

which

help

with the development of youth and underprivileged children in Thai society. A knowledge-based society offering a better quality of life is an important foundation for ensuring Thailand’s future prosperity. Social Responsibility Activities 2007 x Helping the young: True presented gifts and sports equipment to children at Sanprasert community on Children’s Day. x

Rural education: True donated toothpaste and toothbrushes, luncheon funds and books and stationery worth to students at Ban Sam Jampa in Khon Khaen province. Also, True provided lunch, education material and sports equipment to students at Prathomvittayakarn in Ayutthaya province.

x Helping the elderly: True presented money and necessities to Banglamung Social Welfare Development Center for Older Persons, Chonburi province. x Telecommunications education: True opens the telecommunications world to young students, hosting a visit to True Tower by 40 youngsters from Kasempittaya kindergarten. x 12V: 12 Good Deeds for the King: True encouraged its employees and the public to sign up as eye donors with the Thai Red Cross under True’s “12V: 12 Good Deeds

TRUETL: Management

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

for the King” project. True employees and Academy Fantasia fan club members were also urged to help mangrove reforesting in Samutsakorn province under the same project. x Mental Health: True’s “The Miracle” TV commercial led into the production of TV programs on Channel 9 to help people in society. The TV commercial proved very popular, and won a Mental Health Media Award from the Department of Mental Health, Ministry of Public Health. x Bike for Peace: True supported the “Bike for Peace”, promoting environmental preservation and human rights, led by Dr. Kristian Bo (True employee number 001) and the Norwegian biking team. True Tower was the starting point. x Renovation

of

Pramaiyikavas

Temple:

True

renovated

and

painted

Pramaiyikavas Temple’s fence, creating a beautiful view from the Chao Praya River. x 13th Nature Conservation Contest “Precious Wildlife and Valued Forest: True joined with the National Park and Wildlife and Plant Conservation Department, and the Ministry of Natural Resources and Environment, to raise youth awareness of natural and environmental preservation. The photo “Leopard” won the first prize. x Animal rights: True sent representatives to join the competition on Saint Game program broadcasts on TrueVisions’ GSquare channel and won the prize plus cat and dog food. The team donated the prize to the Home for Handicapped Animals Foundation (under the auspices of Luang Ta Maha Bua). x National Science project: True opened the National Science project competition (primary school level) 2007, joining with the Thai Association of Science & Technology Education. x Support for Thai soldiers: True’s Special Force online game launched the “SF cares for Thai Soldier” campaign inviting the public to send postcards to Thai soldiers based in the three southern provinces. True donated money according to the postcard costs to support the Supreme Command Headquarters. x Rural education: True’s representatives visited the Rural Lives Development Foundation in Petchaburi province to be briefed on the progress of students who received scholarships from the foundation, and to find out how to help them further. x Plook Panya project: True launched the “Plook Panya” project, which will ultimately involve making easily-accessible sound and vision-based educational programs on TrueVisions available to more than 800 schools nationwide. True will pay for the installation of the satellite dish and other equipment

TRUETL: Management

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x His Majesty’s Birthday: In December, His Majesty celebrated his 80th birthday. True’s directors, management and staff shared in the nation’s pleasure, and took the very visible step of decorating the outside of our head office, True Tower, to mark the occasion as well as wearing pink wrist bands and giving the wrist bands to customers to celebrate and pay gratitude to His Majesty the King. x Let Them See Love: To emphasize the true meaning of love during the month of Valentine, True invited the public to donate their eyes and organs to the Thai Red Cross Eye Bank and the Thai Red Cross Organ Donation Center. This was under the auspices of doing good deeds for HM the King on the 60th Anniversary Celebrations of His Majesty Accession to the Throne and HM The King’s 80th Birthday Anniversary. x TrueVisions’ rural education: TrueVisions established the Learning Room with TrueVisions under the “TrueVisions … makes students’ dreams come true” project. This provided education materials and equipment, computer rooms with Internet access, stationery and sports equipments to students in rural areas. x Science camp: True and the National Science Museum held a science camp for students in the three southern provinces to give them the chance to broaden their science knowledge. x Robot building: True joined Technology Street 2007 to help create a Thai robotbuilding team. x “Beautiful Internal Phone Cable” project: True went onsite under the “Beautiful Internal Phone Cable” project to check and fix internal phone cable for fixed-line customers in the BMA, as well as checking ADSL cabling and performance free of charge. x University entrance examination tutoring: True supported the “Tutor for Entrance” project, helping more than 55,000 students prepare for university entrance examinations. Four major tutor locations at Thai Chamber of Commerce University, Chiang Mai University, Khon Kaen University and Walailak University, as well as other small locations in 100 schools nationwide, used live broadcast technology from True for six days. x Pirab Noi journalism project: True held the 10th Young Journalism (Pirab Noi) Project, a joint effort between True and the Thai Journalism Association (TJA), as well as holding the 5th Saifa Noi project with the Thai Broadcast Journalists Association, supporting students studying mass communications. x To help alleviate labor shortage in the telecommunications industry: True has since 1993 joined with the Department of Vocational Education to provide

TRUETL: Management

96


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

training programs and facilities. training

program

and

212

telecommunications topics.

To date, 179 students have participated in this

teachers

have

undergone

training

on

various

In addition, a training center has been opened at

Donmuang Technical College to accommodate students, teachers as well as True’s staff. The Company is also considering establishing an environmental and social policy and will submit it to the Board of Directors in 2008.

Section 4 Disclosure and Transparency 1.

The Company discloses financial and non-financial information (as required by SET regulations) accurately, thoroughly, and in a timely and transparent manner through various channels including the SET and the Company’s website, in Thai and English. All disclosed information is updated from time to time. The Company also posts on its website detailed information for analysts and investors such as a graphical summary of financial results showing core business performance, comparative balance sheets, investor news, etc.

2.

The Company provides a summary of the Corporate Governance Policy approved by its Board and corporate governance practice through various channels such as the annual report and website.

3.

The Company provides a statement of the Board’s responsibilities concerning the Company’s financial report. This statement is presented alongside the auditor’s report in the Company’s annual report.

4.

The Company discloses the roles and responsibilities of the Board of Directors and its committees, the total number of meetings and the number of meetings each member attends, as well as the results of tasks performed during the year in the annual report and in shareholder meeting notices, according to SET and the SEC regulations.

5.

The Company paid Directors remuneration in the year 2007 according to rates approved by shareholders at the 2007 AGM, which are the same rates approved by the 2006 AGM and which have not changed since 2002. Remuneration of Directors is paid on a monthly basis as follows: Chairman

Baht 300,000 per month

Honorary Chairman

Baht 200,000 per month

Vice Chairman

Baht 150,000 per month

Director

Baht 100,000 per month

TRUETL: Management

97


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Any Director being an employee of the Company shall receive the Director’s remuneration in addition to his or her salary as an employee. Independent Directors who hold a position on a Committee shall receive remuneration as follows: Independent Directors who is also the Chairman of a Committee Baht 300,000 per month Independent Directors who is also member of a Committee

Baht 200,000 per month

Remuneration of Independent Directors who are not members of a Committee, and directors who are not Independent Directors shall remain the same 6.

In the year 2007, the Company paid senior executives remuneration according to their contributions and responsibilities, commensurate with that paid by other companies in the same industry.

7.

The Company discloses details of remuneration of Directors and senior executives, including the nature and amount of payment, in its annual report and Form 56-1.

8.

The Company has an Investor Relations Department to communicate with the public fairly and equitably. Investors can contact Investor Relations by phone at 0-2699-2515 or by e-mail at ir_office@truecorp.co.th. In the year 2007, Investor Relations held analyst and investor meetings after the Company’s quarterly announcements and also held analyst conference calls after the Company announced major issues and allowed investors and analysts to ask questions of the Company’s executives. The Company also held retail investor meetings by participating in a project to provide knowledge for investors organized by the Stock Exchange of Thailand and the Thai Investors Association. Section 5 Responsibilities of the Board

1.

Board Structure 1.1

The Board of Directors consists of four executive directors and 14 non-executive directors. Independent directors make up 22 percent of the total number. The Company has disclosed each director’s background in its annual report and Form 56-1 and on its website at www.truecorp.co.th

1.2

The term of service for each director is clearly stated in the Company’s corporate governance policy and Articles of Association which are in accordance with legal requirements.

TRUETL: Management

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True Corporation Public Company Limited

1.3

Annual Registration Statements (Report Form 56-1)

The Company has specified the details of independent directors’ qualifications in its annual report and Form 56-1. Mr. Joti Bhokavanij who serves as the Independent Director and Audit Committee member has an accounting and finance background.

1.4

The Company details the background and position of each member of the Board in its annual registration statements (Form 56-1). Shareholders can download this information from the SET website at www.set.or.th or from the Company website at www.truecorp.co.th.

1.5

Board policy specifies that directorships held in other companies by the Company’s senior executives must be disclosed to their superiors.

1.6

The Chairman of the Board is a non-executive director and the CEO is not the same person as the Chairman. The roles and responsibilities of the Chairman are in accordance with the law. The roles and responsibilities of the CEO are determined by the Board of Directors.

1.7

The Company Secretary serves the Board of Directors by providing legal advice, helping organize the Board’s activities, and monitoring compliance with the Board’s resolutions. The Company Secretary also meets with counterparts from other listed companies from time to time to discuss best practice.

2.

Committees 2.1

As well as the Audit Committee established by the Company according to SET regulations, the Board of Directors has established the following committees to reflect good corporate governance: The Compensation and Nominating Committee is responsible for making recommendation to the Board of Director regarding the compensation of directors and CEO; and the nomination of directors of the Company. The Finance Committee is responsible for assisting the Board of Directors to review and monitor the Company’s financial management. The Corporate Governance Committee assists the Board of Directors to establish and review the Company’s corporate governance policy as well as making sure that the Company has a sound and appropriate corporate governance practice. The Independent Committee is responsible for reviewing and monitoring Company transactions which may involve highly significant conflicts of interest.

TRUETL: Management

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Shareholders can download the information regarding each committee, such as responsibilities

and

name

lists,

from

the

Companyâ&#x20AC;&#x2122;s

website

at

www.truecorp.co.th. The Company has also specified the details of committee members, numbers of meetings attended and committeesâ&#x20AC;&#x2122; reports in its annual report and Form 56-1. 2.2

So that the committees can perform their duties transparently, independently, and at the same time effectively, their membership comprises independent directors, creditor-nominated directors and non-executive directors.

3.

Roles and Responsibilities of the Board 3.1

The Board of Directors reviews and approves key business matters such as the vision and mission of the Company, strategy, financial targets, risks, major plans of action and budget. The Board also monitors the performance of management to ensure their efficiency and effectiveness.

3.2

The Board sets and approves a written corporate governance policy for the Company and reviews the policy and its compliance annually.

3.3

The Board of Directors ensures that a written code of business conduct is in place so that all directors, executives and employees understand the Companyâ&#x20AC;&#x2122;s ethical standards for doing business. Compliance with the code is closely monitored by the Board.

3.4

The Board of Directors considers transactions involving conflicts of interest thoroughly. It follows clear guidelines on approving such transactions so that they are conducted in the best interests of the Company and all shareholders. The person who has an interest in the transaction does not participate in the decisionmaking process. The Board also monitors compliance with the regulations regarding criteria, procedures and disclosure of transactions involving conflicts of interest.

3.5

The Board of Directors ensures that internal control systems are in place, including financial, compliance and policy controls, and reviews the system at least annually. The Board also assigns the Audit Committee to monitor the independent audit and report on the system.

3.6

The Company runs a risk management system covering operational and financial risk as well as maintaining internal auditing using a risk-based audit approach. To manage operational risk the Company has established the BCP Steering Committee to develop and maintain a business continuity plan. The Company has also

TRUETL: Management

100


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

established a Crisis Management Team to support significant business operations of the Company which may face a crisis, by implementing and managing a crisis response. To manage financial risk, the Company has a financial management policy to mitigate risks arising from fluctuations in currency exchange rates. This policy includes entering into forward foreign exchange contracts, negotiating payment terms for individual foreign currency settlements, and negotiating with foreign suppliers to share foreign exchange exposure, etc. 4.

Board Meetings 4.1

The Company sets its meeting schedule in advance and notifies each director of this schedule. However, in an emergency case the Company can also call for an additional Board meeting.

4.2

In the year 2007 the Company held eight Board meetings respectively which are appropriate to the obligations and responsibilities of the Board and the nature of the Company during the year.

4.3

The Chairman and/or Vice Chairman of the Board and the CEO jointly set the agenda for each Board meeting. Moreover, each Board member is free to suggest agenda items.

4.4

Meeting documents are sent to each director before the meeting.

These

documents are concise but contain all relevant information. Any confidential issues are discussed during the meeting. 4.5

The Chairman of the Board allocates enough time for the meeting to receive full presentations from management and host comprehensive discussions by directors.

4.6

The Board is able to access additional information, under a prearranged agreement, via the CEO, the Company secretary and/or the executive designated as a contact person.

4.7

Top executives attend Board meetings to detail the issues that they are directly responsible for.

5.

Board Self Assessment 5.1

The Board of Directors make self-assessment on a yearly basis.

TRUETL: Management

101


True Corporation Public Company Limited

6.

Annual Registration Statements (Report Form 56-1)

Remuneration 6.1

Board members’ remuneration is commensurate with that of other directors in the Company’s industry, and reflects the experience, obligations, range of work, accountability, responsibilities and contributions of each director. Members of the Board with greater responsibilities, such as independent directors who also hold committee memberships, are paid more. In the year 2007, the Company disclosed the remuneration of each director in its annual report and Form 56-1.

6.2

Remuneration of the CEO and top executives is set in accordance with Board policy, within the limits approved by shareholders (for the types of remuneration that require such approval). Executives’ salaries, bonuses, and other long-term compensation reflect the Company’s performance and that of each executive.

6.3

The Compensation and Nominating Committee appraises the performance of the CEO annually to set his compensation. The basis of the appraisal is agreed upon by the CEO ahead of the evaluation. The criteria are objective, including financial performance, long-term strategic performance, career development plan, etc. The results of the appraisal are then presented to the Board for approval. The Chairman of the Board or a senior director communicates the evaluation results to the CEO.

7. Board and Management Training 7.1 The Company encourages and facilitates training for all internal parties who have a role in corporate governance, including directors, members of the Audit Committee, executives, the Company Secretary, etc. Training – either internal or external – enables them to continuously improve their performances. 7.2

In the year 2007 the Company had two new Directors. To be in line with the Company’s policy, the new Directors received material and information beneficial for fulfilling their duties. The Company also provide an introduction to the Company’s various businesses and business direction for the new Directors.

TRUETL: Management

102


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

9.4 Insider Trading Policy The Board of Directors is aware of the importance of protecting the Company from personal insider trading. The Company has a code of conduct regarding inside information and insider trading, as well as the use of applicable laws to monitor and prevent the personal use of confidential Company information by management and related persons. In addition, the Company has a policy of strict compliance to its requirement that Directors and senior management who have gained inside information on the Company by virtue of their positions do not use that information in any way that violates their responsibilities to the Company and its Shareholders. Material information which has not yet been disclosed is kept confidential, apart from disclosure to the relevant Director and senior management of the Company. Directors and senior management must report purchases, sales, transfers and assignations of the securities issued by the Company to the Securities and Exchange Commission (â&#x20AC;&#x153;SECâ&#x20AC;?) within three days and provide a copy of this report to the Company for its records and incorporation in its regular report to the Board of Directors. In this regard, Directors and senior management are required to submit an accurate report on the securities holder within the required period. This will be deemed one of the material obligations which senior management of the Company need to be aware of and need to meet. This gives confidence to Directors and senior management that the business is being managed and developed in a manner which is trustworthy, clear and transparent, and which is consistent with measurements related to Good Corporate Governance Policy. It also provides shareholders, including general investors, with confidence in the Companyâ&#x20AC;&#x2122;s senior management. 9.5 Personnel As of 31st December 2007, the total number of employees was as follows: Work Group and Classification

No. of Employees (31st December 2007)

Management

79

Service Area & Network Operation

1,880

Marketing & Sales

983

Information Technology

228

Customer Services

461

Finance & Accounting

223

Support

297 Total

4,151

Source : The Company

TRUETL: Management

103


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Remuneration for the Company’s Employees Remuneration

 Monthly Salary  Annual Performance Pay: between zero and 4 times the monthly salary, subject to the Company’s performance and financial status.  Retirement: the employee must be aged 60 years or can take early retirement with agreement between the Company and the employee. Severance pay will be paid accord to the labor law.

In 2007, the total remuneration for employees was approximately Baht 2,504.07 million consisting of wages, salaries, Social security cost, provident fund and other benefit. Other Compensation & Benefits

-

Health Plans and Employee Welfare

 In-house clinic  Annual Medical Check-up  New Employees’ Medical Check-up  Group Health Insurance  Group Accident Insurance  Group life Insurance  Social Security Fund  Provident Fund

-

Annual Leave x The employee shall be entitled to paid annual leave of 10, 12 or 15 working days per calendar year dependent on the seniority of their position or their number of years of service as follows: o

Assistant Director or equivalent level and upwards: 15 working days

o

Below Assistant Director or equivalent level: ƒ Past probation to less than 3 years

10 working days

ƒ 3 years upwards to less than 5 years

12 working days

ƒ 5 years upwards

15 working days

x The employee is required to take all annual leave entitlements by 31st December of each year otherwise the unused annual leave can not be accumulated to the subsequent year.

TRUETL: Management

104


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x In case of urgent work requirements which mean the employee can not get approval for annual leave, unused annual leave can be accumulated and carried over to the subsequent year, limited to half of the entitlement, and not exceeding 5, 6 or 7 working days as appropriate. This matter is to be approved by an authorized superior and the employee is required to take the accumulated days within the first quarter of the subsequent year. Employee Training and Development Employee Training and Development Policy In order to help carry out the corporate strategy and achieve our goals, we encourages all employees to develop their knowledge, skills and attitude to be able to perform their jobs more effectively and improve their competencies with a view to

career advancement.

Presently, the company provides employees with an ongoing series of training and development programs. The core competency program includes courses such as Effective Communication, Planning to Increase Work Efficiency and Effective Self Development, etc. The functional competency program includes courses such as Accounting Standard, Project Management, Contract Management and Sales Planning and Management, etc. The core business program includes courses such as Datacommunication and Networking, True Products and Services and Cisco Certified Network Associate (CCNA), Microsoft Server, etc. There are approximately 300 â&#x20AC;&#x201C; 400 in â&#x20AC;&#x201C; house training programs per year. In 2007, the training manday reached 48,515, with the budget of 37 million baht.

TRUETL: Management

105


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

10. INTERNAL CONTROLS

Based on an assessment of the Company’s internal control by the Audit Committee, the Board of Directors is of the opinion that the Company’s internal control is adequate and suitable. Moreover, the external auditor did not identify any findings in respect of the Company’s internal controls which would be considered to be material weaknesses that could have a material impact on the financial statements. However, the external auditor made some recommendations on the internal control of a subsidiary, which the management is in the process of implementing. The Board also emphasized the development of the Company’s corporate governance system in order to help improve the internal controls within the Company on a continuing basis.

TRUETM: Internal Controls

106


Annual Registration Statements (Report Form 56-1)

CPG is a major shareholder of the Company.

1. Company 1.1 Charoen Pokphand Group of companies (CPG)

TRUETN: Connected Transactions

Relationship

Company Name

Development purchasing system Other services Computer software Communication equipment

-

-

-

Office rental and related services

-

Purchase : - Commission from public phone

48,207

29,571

36,986

17,589

23,158

1,098

4,478

Coin distribution service and service other

2,606

2007 (Baht’000)

Sale : - Sale of Lan Network

Details of transactions

-

-

-

-

-

-

-

-

107

The transactions arose in ordinary course of business at rate 5-10% of connected revenues. The transactions arose in ordinary course of business at the rate of Baht 200 – 220 per square metre per month for rental and Baht 220 – 520 per square metre per month for service. The maturity is normally in the year and are allowed to be renewed. The transactions arose in ordinary course of business. The transactions arose in ordinary course of business. The transactions arose in ordinary course of business. The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business that the Company proposed to the third party. The transactions arose in ordinary course of business that the Company proposed to the third party.

Rationale and necessity

i) During 2007, the Group carried out the transaction with subsidiaries, associate, joint ventures and related companies as disclosed in the interim financial statements for the year ended 31 December 2007 (Note 11). The significant connected transactions of the Company and subsidiaries that carried out with associate and related companies are as follows:

11. CONNECTED TRANSACTIONS

True Corporation Public Company Limited


BeboydCg Company Limited (Bboyd)

True Internet Data Center Co., Ltd. (TIDC)

1.3

1.4

TRUETN: Connected Transactions

NEC Corporation (Thailand) Co., Ltd. (NEC)

1.2

Company Name

The Company indirectly holds 70.00% in TIDC’s equity interest and related through directorships, i.e. Mr. Chatchaval Jiaravanon.

The Company indirectly holds 70.00% in Bboyd’s equity interest and related through directorship, i.e. Mr. Supachai Chearavanont.

The Company indirectly holds 9.62% in NEC’s equity interest and related through directorship, i.e. Mr. Chatchaval Jiaravanon.

Relationship

True Corporation Public Company Limited

6,325

Other service

2,918

160

-

-

-

108

The transactions arose in ordinary course of business at the rate of Baht 810,536.60 per month. The maturity are normally in the year and are allowed to be renewed. The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business that the Company proposed to the third party.

The transactions arose in ordinary course of business.

-

129

-

The transactions arose in ordinary course of business. The transactions arose in ordinary course of business.

-

170

3,000

The transactions arose in ordinary course of business, net of discount rate.

-

Rationale and necessity

164

2007 (Baht’000)

Purchase : - Internet server rental

Sale : - Accessories and services related to fixed line

Sale : - Engineering and management service in associate with DDN Purchase : - Repair and maintenance network services. - Equipment for repair and maintenance. Purchase : - Right

Details of transactions

Annual Registration Statements (Report Form 56-1)


True Internet Data Center Co., Ltd. (TIDC)

TRUETN: Connected Transactions

2.2

Company Name

The Company indirectly holds 70.00% in TIDCâ&#x20AC;&#x2122;s equity interest and BITCO is the cellular telephone operator which the Company directly holds 78.26% and indirectly holds 15.10% of its equity interest. These companies are related through directorships. , i.e. Mr. Songtham Phianpattanawit

Relationship

Details of transactions

Commission from refill card and other service Telephone

Sale : - Other services

-

-

2,084

48,927

400,451

-

-

-

2007 (Bahtâ&#x20AC;&#x2122;000) 2. Bangkok Inter Teletech Group of companies (BITCO) (The Company directly and indirectly holds 75.26%) 2.1 Charoen Pokphand Group CPG is a major shareholder Sale : of Companies (CPG) of the Company. BITCO is - Sales of mobile handset 13,143 the cellular telephone and accessories operator which the Company directly holds - Refill Card 5,145,280 72.07% and indirectly holds 3.19% of its equity interest. These companies Purchase : are related through - Office rental and related 29,213 directorships. services

True Corporation Public Company Limited

109

The transactions arose in ordinary course of business that the Company proposed to the third party.

The transactions arose in ordinary course of business at the rate of Baht 816,988 per month. The maturity are normally in 3 year and are allowed to renewed. The transactions arose in ordinary course of business. The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business that BITCO proposed to the third party. The transactions arose in ordinary course of business that BITCO proposed to the third party.

Rationale and necessity

Annual Registration Statements (Report Form 56-1)


Relationship

Details of transactions

TRUETN: Connected Transactions

3. True Multimedia Co., Ltd. (TM) (The Company indirectly holds 91.08%) 3.1 Asia Infonet Co., Ltd. The Company indirectly Sale : (AI) holds 91.08% in TM’s - Digital Data Network equity interest and 65.00% services in AI’s equity interest. These companies are related through directorship. 3.2 KSC Commercial Internet The Company indirectly Sale : Co., Ltd. (KSC) holds 91.08% in TM’s - Digital Data Network equity interest and 37.80% services in KSC’s equity interest. These companies are related through directorship, i.e. Mr. Supachai Chearavanont and Mr. Athueck Asvanund. 3.3 Charoen Pokphand Group CPG is a major shareholder Sale : of companies (CPG) of the Company. The - Digital Data Network Company indirectly holds services 91.08% in TM’s equity interest. These companies Purchase : are related through - Other services directorships. 3.4 True Internet Data The Company indirectly Purchase : Center Co., Ltd. (TIDC) holds 70.00% in TIDC’s - Revenue sharing equity interest and 91.08% in TM’s equity interest. These companies are related through directorship, i.e. Mr. Chatchaval Jiaravanon.

Company Name

True Corporation Public Company Limited

The transactions arose in ordinary course of business that the Company proposed to the third party.

The transactions arose in ordinary course of business that the Company proposed to the third party. The transactions arose in ordinary course of business. The transactions arose in ordinary course of business that the Company proposed to the third party.

-

-

-

9,230

34,796

21

1,022

110

The transactions arose in ordinary course of business that the Company proposed to the third party.

-

Rationale and necessity

8,334

2007 (Baht’000)

Annual Registration Statements (Report Form 56-1)


Relationship

Details of transactions

Asia Infonet Co., Ltd. (AI)

4.3

TRUETN: Connected Transactions

KSC Commercial Internet Co., Ltd. (KSC)

4.2

The Company directly holds 99.99% in TI’s equity interest and indirectly holds 37.80% in KSC’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont, Mr. Noppadol Dej-Udom, and Mr. Thiti Nantapatsiri. The Company directly holds 99.99% in TI’s equity interest and indirectly holds 65.00% in AI’s equity interest. These Companies are related through directorships, i.e. Mr. Noppadol Dej-Udom. Purchase of goods

-

Office equipment

Purchase : - Corporate internet services

-

3

320,872

343

10,320

Purchase : - Rental network

5,998

The transactions arose in ordinary course of business.

-

111

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business that TI proposed to the third party.

-

-

-

-

-

The transactions arose in ordinary course of business at the rate of Baht 149,688 per month. The maturity are normally in the year and are allowed to be renewed. The transactions arose in ordinary course of business

-

14,356

12,698

Purchase of goods

The transactions arose in ordinary course of business that TI proposed to the third party.

-

Rationale and necessity

Annual Registration Statements (Report Form 56-1)

3,997

2007 (Baht’000)

sale : - Internet services

-

4. True Internet Co., Ltd. (TI) (The Company directly holds 99.99%) 4.1 Charoen Pokphand Group CPG is a major shareholder Sale: of companies (CPG) of the Company. The - Internet services Company directly holds 99.99% in TI’s equity Purchase : interest. These companies - Office rental and related are related through services directorships.

Company Name

True Corporation Public Company Limited


True Internet Data Center Co., Ltd. (TIDC)

5.3

TRUETN: Connected Transactions

NC True Co., Ltd. (NC TRUE)

5.2

Relationship

Details of transactions

The Company holds 40.00% in NC True’s equity interest and indirectly holds 99.99% in TP’s equity interest. The Company indirectly holds 99.99% in TP’s equity interest and 70.00% in TIDC’s equity interest. These companies are related through directorships, i.e. Mr. Chatchaval Jiaravanon. Sale : - Office rental and related services

Sale : - Office rental and related services

The Company directly holds sale : 99.99% in TI’s equity and - Internet services indirectly holds 70.00 in TIDC’s equity interest. Purchase : These companies are - Revenue sharing related through directorships, I.e. Mr. Noppadol Dej-Udom 5. True Properties Co., Ltd. (TP) (The Company indirectly holds 99.99%) 5.1 Charoen Pokphand Group CPG is a major shareholder Sale : of Companies (CPG) of the Company. The - Office rental and related Company indirectly holds services 99.99% in TP’s equity interest. These companies are related through Purchase : directorships. - Other services

True Internet Data Center Co., Ltd. (TIDC)

4.4

Company Name

True Corporation Public Company Limited

The transactions arose in ordinary course of business.

-

1,638

3,260

-

112

The transaction arose in ordinary course of business at the rate of Baht 455 per square metre. The maturity are normally in one year and are allowed to be renewed.

The transaction arose in ordinary course of business at the rate of Baht 455 per square metre. The maturity are normally in one year and are allowed to be renewed.

The transactions arose in ordinary course of business at the rate of Baht 455 per square metre. The maturity are normally in 3 year and are allowed to be renewed.

-

9,145

-

The transactions arose in ordinary course of business.

-

17,031

4,820

The transactions arose in ordinary course of business that TI proposed to the third party.

-

Rationale and necessity

3,329

2007 (Baht’000)

Annual Registration Statements (Report Form 56-1)


Relationship

Details of transactions

TRUETN: Connected Transactions

The transactions arose in ordinary course of business at the rate of Baht 358,750.55 per month. The maturity are normally in the year and are allowed to be renewed.

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

-

-

-

3,018

6,268

2,281

113

The transactions arose in ordinary course of business at the rate of Baht 15,000 per unit per month. The maturity are normally in 3 years basis.

-

Rationale and necessity

Annual Registration Statements (Report Form 56-1)

301,044

2007 (Baht’000)

6. True Leasing Co., Ltd. (TLS) (The Company directly holds 99.99%) Charoen Pokphand Group CPG is a major shareholder Sale : of Companies (CPG) of the Company. The - Vehicle rental and related Company directly holds services 99.99% in TLS’s equity interest. These companies are related through directorships. 7. Asia Infonet Co., Ltd. (AI) (The Company indirectly holds 65.00%) Charoen Pokphand Group CPG is a major shareholder Purchase : of Companies (CPG) of the Company. The - Office rental and related Company indirectly holds services 65.00% in AI’s equity interest. These companies are related through directorships. 8. True Digital Entertainment Co., Ltd. (TDE) (The Company directly and indirectly holds 99.99%) 8.1 Charoen Pokphand Group CPG is a major shareholder Purchase : of Companies (CPG) of the Company. The - Office rental and related Company directly holds services 92.46% and indirectly holds 7.53% in TDE’s equity interest. These companies are related through directorships. 8.2 True Internet Data The Company indirectly Purchase: Center Co., Ltd. (TIDC) holds 70.00% in TIDC’s - Internet server rental equity interest and directly holds 92.46% and indirectly holds 7.53% in TDE’s equity interest. These companies are related through directorships.

Company Name

True Corporation Public Company Limited


Relationship

Details of transactions

TRUETN: Connected Transactions

9. Asia Wireless Communication Co., Ltd. (AWC) (The Company indirectly holds 99.99%) 9.1 Charoen Pokphand Group CPG is a major shareholder Purchase : of Companies (CPG) of the Company. The - Other services Company indirectly holds 99.99% in AWC’s equity - Telephone interest. These companies are related through directorships. 9.2 NEC Corporation The Company indirectly Purchase : (Thailand) Co., Ltd. holds 9.62% in NEC’s - Repair and maintenance (NEC) equity interest and 99.99% network services in AWC’s equity interest. 10. True Internet Data Center Co., Ltd. (TIDC) (the Company indirectly holds 70.00%) NC True Co., Ltd. The Company indirectly Sale : (NC TRUE) holds 40.00% in NC TRUE’s - Internet server rental and equity interest and 70.00% other services in TIDC’s equity interest. These companies are related through directorships, i.e. Mr. Noppadol Dej-Udom. 11. True Lifestyle retail Co., Ltd. (TLR) (The Company indirectly holds 99.99%) Charoen Pokphand Group CPG is a major shareholder Purchase : of Companies (CPG) of the Company. The - Purchase of goods Company indirectly holds 99.99 TLR’s equity interest. These companies are related through directorships.

Company Name

True Corporation Public Company Limited

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business at the rate of Baht 54,000 per unit per month. The maturity are normally in 1 years basis.

The transactions arose in ordinary course of business.

-

-

-

-

25,322

11,197

3,074

7,008

114

The transactions arose in ordinary course of business. The transactions arose in ordinary course of business.

-

Rationale and necessity

1,710

2007 (Baht’000)

Annual Registration Statements (Report Form 56-1)


Relationship

Details of transactions

TRUETN: Connected Transactions

13. True Touch Co., Ltd. (TT) (The Company indirectly holds 99.99%) Charoen Pokphand CPG is a major shareholder Purchase : Group of Companies of the Company. The - Office rental and related (CPG) Company directly holds services 99.99% in TT’s equity interest. These companies are related through directorships. 14. Wire and Wireless Co., Ltd. (WW) (The Company directly holds 87.50%) Charoen Pokphand CPG is a major shareholder Purchase : Group of Companies of the Company. The - Other services (CPG) Company directly holds 87.50% in WW’s equity interest. These companies are related through directorships. 15. True Money Co., Ltd. (TMN) (The Company directly and indirectly holds 99.99%) 15.1 Charoen Pokphand Group CPG is a major shareholder Purchase : of Companies (CPG) of the Company. The - Commission from cash Company directly holds card 49.00% and indirectly holds 51.00% in TMN’s equity interest. These companies are related through directorships.

12. True Visions Group of companies (True Visions) (The Company indirectly holds 91.79%) Charoen Pokphand Group CPG is a major shareholder Sale : of Companies (CPG) of the Company. The - Activities sponsorship Company indirectly holds 91.79% in True Visions’s equity interest. Purchase : - Other service

Company Name

True Corporation Public Company Limited

The transactions arose in ordinary course of business.

-

11,028

115

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

1,963

136,429

The transactions arose in ordinary course of business.

-

13,830

-

The transactions arose in ordinary course of business that True Visions proposed to the third party.

-

Rationale and necessity

56,300

2007 (Baht’000)

Annual Registration Statements (Report Form 56-1)


NC True Co., Ltd. (NC TRUE)

Charoen Pokphand Group of Companies (CPG)

TRUETN: Connected Transactions

17. True Public Communication Co., Charoen Pokphand Group of Companies (CPG)

16. 2

16. True Internet Gateway Co., Ltd. 16. KSC Commercial Internet 1 Co., Ltd. (KSC)

15.2

Company Name

Relationship

Details of transactions

The Company directly holds Sale : 40.00% in NC TRUE’s equity - Collection agent fee interest and directly holds 49.00% and indirectly holds 51.00% in TMN’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont (TIG) (The Company directly holds 99.99%) The Company directly holds Sale : 99.99% in TIG’s equity interest - Internet gateway and indirectly holds 37.80% in transmission service KSC’s equity interest. These companies are related through directorships. CPG is a major shareholder of the Purchase : Company. The Company directly - Office rental and other holds 99.99% in TIG’s equity services interest. These companies are related through directorships. Ltd. (TPC) (The Company directly holds 99.94%) CPG is a major shareholder of the Purchase : Company. The Company directly - Other service holds 99.94% in TPC’s equity interest. These companies are related through directorships

True Corporation Public Company Limited

6,183

1,262

11,506

5,063

2007 (Baht’000)

-

-

-

-

The transactions arose in ordinary course of business.

116

The transactions arose in ordinary course of business that TIG proposed to the third party.

The transactions arose in ordinary course of business that TIG proposed to the third party.

The transactions arose in ordinary course of business that TMN proposed to the third party.

Rationale and necessity

Annual Registration Statements (Report Form 56-1)


True Corporation Public Company Limited

ii)

Annual Registration Statements (Report Form 56-1)

Outstanding balances arising from sales of goods and services: Movement of outstanding balances arising from sales of goods and services are as follows:

Joint ventures, associates and related companies Asia Infonet Co., Ltd. True Internet Data Center Co., Ltd. KSC Commercial Internet Co., Ltd. NC True Co., Ltd. NEC Corporation (Thailand) Co., Ltd. CP Group of companies Total

iii)

31 December 2006 14,973 827 57,100 6,024 24 850,867 929,815

Unit : Thousand Baht Increase 31 December (Decrease) 2007 13,580 28,553 5,549 6,376 2,500 59,600 10,078 16,102 (4) 20 144,376 995,243 176,079 1,105,894

Outstanding balances arising from purchases of goods and services: Movement of outstanding balances arising from purchases of goods and services are as follows:

Joint ventures, associates and related companies Asia Infonet Co., Ltd. True Internet Data Center Co., Ltd. KSC Commercial Internet Co., Ltd. BeboydCg Company Limited. NC True Co., Ltd. CP Group of companies NEC Corporation (Thailand) Co., Ltd. Total

iv)

31 December 2006 26,585 5,205 7,214 1,045 50,653 3,622 94,324

Unit : Thousand Baht Increase 31 December (Decrease) 2007 21,722 48,307 4,573 9,778 755 7,969 3,210 3,210 2,352 3,397 18,393 69,046 (3,618) 4 47,387 141,711

Outstanding balances arising from loans to related parties Movement of outstanding balances arising from loans to related parties are as follows:

Related companies KSC Commercial Internet Co., Ltd. True Internet Data Center Co., Ltd. BeboydCg Company Limited. Total

31 December 2006 25,880 12,000 37,880

Unit : Thousand Baht Increase 31 December (Decrease) 2007 25,880 (12,000) 3,000 3,000 (9,000) 28,880

The Company indirectly holds 37.80% in KSCâ&#x20AC;&#x2122;s equity interest.

TRUETN: Connected Transactions

117


True Corporation Public Company Limited

v)

Annual Registration Statements (Report Form 56-1)

Outstanding balances arising from loans from a related party Movement of outstanding balances arising from loans from a related party are as follows:

Related companies Kreditanstalt fuer Wiederaufbau (KfW)

31 December 2006 5,579,378

Unit : Thousand Baht Increase 31 December (Decrease) 2007 (981,603) 4,597,775

KfW is the only preference shareholder of the Company and holds 15.53% of issued and paid-up share capital. The loan from Kreditanstalt fuer Wiederaufbau. The loans rank pari passu with other secured lenders and carry interest at LIBOR plus a fixed percentage per annum. The loans are secured against various categories of assets. The first repayment will be due in September 2006 and the final maturity date will be on 31 December 2011. The related interest expenses were Baht 365.29 million for the year ended 31 December 2007. vi)

Commitments The Company has carried the commitment to support a certain subsidiary pertaining to loans agreements entered into by the subsidiary with its creditors. The financial supports are set as follows: 1.

Regulatory sponsor support to governmental authorities arising out the mobile phone concession: where the subsidiary experience cash shortfalls for its normal operation due to regulatory cost, the sponsors shall provide financial support for the amount of the shortfall caused by the excess regulatory costs.

2.

General cash deficiency sponsor support: where the cash flows of the subsidiary are insufficient for its normal operations or debt repayments pursuant to the terms of the financing documents with its lenders, the Company will provide financial support to the subsidiary in a total amount no exceeding Baht 7,000.00 million.

Under the terms and conditions of the agreements, the Company and concerned parties must comply with certain conditions as stipulated in the agreements. The sponsor support funds must be injected into the subsidiary in the form as specified in the agreements.

Measures and Procedures for Approving the Entering into of Connected Transactions The Company has measures and procedures for approving the entering into of connected transactions in compliance with the Rules and Regulations of the Office of the Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”) i.e. related party transactions must be approved by the Independent Directors and processed according to established internal procedures for related party transactions, details of which have been stipulated by the Independent Directors. If any related party transaction is deemed to be a connected transaction, the said transaction must be approved by the Audit Committee, the Board of Directors and/or the Shareholders’ Meeting as the case may be, according to the regulations of the Stock Exchange of Thailand. Moreover, the Company must comply with TRUETN: Connected Transactions

118


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

the terms and conditions of the Shareholdersâ&#x20AC;&#x2122; Agreement executed with Kreditanstalt fĂ&#x153;r Wiederaufbau dated 22nd December 1999 which specifies that the Company must disclose if its major shareholders or affiliates enter into any connected transactions. Policy for Future Connected Transactions In addition, in order to strictly comply with the rules and regulations of the SEC and the SET, the Company has applied said rules and regulations in implementing internal guidelines for connected transactions by undertaking a comparative study of the connected transactions guidelines of various foreign institutions to enhance transparency and create parallel understanding with foreign analysts and investors. With regard to future connected transactions, the Company anticipates that there will be connected transactions in the ordinary course of business of the Company with its affiliates and that the Company shall proceed with such transactions in a transparent manner pursuant to the good corporate governance policy of the Company as well as all relevant regulations.

TRUETN: Connected Transactions

119


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

12. FINANCIAL STATUS AND PERFORMANCE 12.1

Auditor’s Report

The auditors appointed by the Board of Directors to be the Company’s auditor in order to perform the audit of the Company and consolidated financial statements during the past three years were as follows: Financial Statement for the year ended

The Company’s auditors

Auditor’s Name

Certified Public Account (Thailand) ID.

31 December 2007

PricewaterhouseCoopers ABAS Limited

Ms. Nattaporn Phan-Udom

3430

31 December 2006

PricewaterhouseCoopers ABAS Limited

Mr. Kajornkiet Aroonpirodkul

3445

31 December 2005

PricewaterhouseCoopers ABAS Limited

Mr. Kajornkiet Aroonpirodkul

3445

According to the three (3) years’ Reports of Certified Public Accountant (2005-2007), the Company’s auditors had expressed his/her unqualified opinions on the financial statement.

TRUETO: Financial Status and Performance

120


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

12.2

Summary of Financial Statements True Corporation Public Company Limited Consolidated Balance Sheets As at 31 December 2007, 2006 and 2005

31 December 2007

12.3 12.4 12.5 12.6 12.7 12.8 12.9 12.10 12.11 12.12 12.13 12.14

Assets Current assets Cash and cash equivalents Restricted cash Short-term investments Trade accounts receivable, net Loan to related parties Inventories, net Income tax deducted at source Claimable value added tax Other current assets Total current assets

Common Size (%)

(Restated) 31 December 2006

Common Size (%)

(Unit: Thousand Baht) (Restated) 31 December Common 2005 Size (%)

5,019,383 1,445,122 419,758 12,684,710 28,880 893,066 2,218,067 673,065 2,027,019 25,409,070

4.02 1.16 0.34 10.17 0.02 0.72 1.78 0.54 1.63 20.38

3,923,739 2,212,303 314,628 6,561,502 37,880 1,046,715 1,447,066 672,565 2,087,863 18,304,261

3.20 1.81 0.26 5.36 0.03 0.85 1.18 0.55 1.71 14.95

8,274,065 9,141,281 159,367 6,635,707 895,201 1,311,998 387,371 1,881,657 28,686,647

7.05 7.79 0.14 5.65 0.76 1.12 0.33 1.60 24.44

18,021 229,884 56,654 74,683,154 9,084,043

0.01 0.18 0.05 59.88 7.28

15,669 166,845 57,674 78,254,383 9,172,041

0.01 0.13 0.05 63.87 7.49

4,693,031 94,682 53,874 71,975,162 8,938,577

4.00 0.08 0.05 61.31 7.61

11,813,241 2,937,085 487,182 99,309,264

9.47 2.36 0.39 79.62

13,106,960 2,993,184 437,876 104,204,632

10.70 2.44 0.35 85.05

843,239 1,686,140 412,374 88,697,079

0.72 1.44 0.35 75.56

124,718,334

100.00

122,508,893

100.00

117,383,726

100.00

Liabilities and shareholders' equity Current liabilities Short-term borrowings Trade accounts payable Current portion of long-term borrowings Unearned income Accrued expenses Income tax payable Other current liabilities Total current liabilities

1,451,400 12,978,086 5,513,323 2,507,745 6,787,956 589,291 2,864,828 32,692,629

1.16 10.41 4.42 2.01 5.44 0.47 2.30 26.21

776,461 11,774,864 8,837,648 2,767,084 5,727,805 474,981 1,893,775 32,252,618

0.63 9.61 7.21 2.26 4.68 0.39 1.55 26.33

13,120,072 4,917,461 7,153,322 1,130,165 3,918,407 68,554 1,886,569 32,194,550

11.18 4.19 6.09 0.96 3.34 0.06 1.61 27.43

Non-current liabilities Long-term borrowings Deferred income tax liabilities Long-term trade accounts payable Other non-current liabilities Total non-current liabilities

76,272,190 1,597,957 89,539 2,110,058 80,069,744

61.16 1.28 0.07 1.69 64.20

80,107,905 1,389,710 184,400 1,216,251 82,898,266

65.39 1.13 0.15 0.99 67.66

74,984,280 1,990,725 302,312 77,277,317

63.87 1.70 0.26 65.83

112,762,373

90.41

115,150,884

93.99

109,471,867

93.26

Non-current assets Investments: - Investments in subsidiaries, joint ventures and associates - Other long-term investments - Investment property Property, plant and equipment, net Deferred income tax assets Other non-current assets: - Goodwill, net - Intangible assets, net - Other non-current assets Total non-current assets Total assets

Total liabilities Shareholders' equity Share capital Authorised share capital Preferred shares Common shares Issued and fully paid-up share capital Preferred shares Common shares Premium on share capital Common shares Discount on share capital Preferred shares Common shares Share surplus Foreign currency translation adjustment Unrealised loss on changes of fair value on available-for-sale securities Retained earnings (deficit) Appropriated legal reserve Deficit Total parent's shareholders' equity Minority interest in subsidiaries Total shareholdersâ&#x20AC;&#x2122; equity

34,881 (42,589,542) 10,609,959 1,346,002 11,955,961

0.03 (34.16) 8.51 1.08 9.59

34,881 (44,286,951) 6,825,744 532,265 7,358,009

0.03 (36.16) 5.58 0.43 6.01

34,881 (40,064,770) 7,688,629 223,230 7,911,859

0.03 (34.13) 6.55 0.19 6.74

Total liabilities and shareholders' equity

124,718,334

100.00

122,508,893

100.00

117,383,726

100.00

TRUETO: Financial Status and Performance

6,993,358 40,521,836

6,993,668 40,141,056

6,994,055 39,780,160

6,993,358 38,038,434

5.61 30.51

6,993,668 38,021,609

5.71 31.05

6,994,055 33,953,398

5.96 28.92

11,432,046

9.17

11,432,046

9.34

11,432,046

9.74

(1,492,781) (3,988,922) 2,078,141 104,344

(1.20) (3.20) 1.67 0.08

(1,492,847) (3,980,591) 104,344

(1.23) (3.25) 0.09

(1,492,936) (3,271,974) 104,344

(1.27) (2.79) 0.09

-

-

(415)

-

(415)

-

121


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

True Corporation Public Company Limited Consolidated Statements of Income For the year ended 31 December 2007, 2006 and 2005

Common Size (%)

(Unit: Thousand Baht) (Restated) 31 December Common 2005 Size (%)

31 December 2007

Common Size (%)

(Restated) 31 December 2006

Revenues Revenues from telephone and other services Revenues from product sales Total revenues

60,474,069 1,167,054 61,641,123

98.11 1.89 100.00

50,538,298 1,416,518 51,954,816

97.27 2.73 100.00

41,173,319 2,617,360 43,790,679

94.02 5.98 100.00

Costs Cost of providing services Cost of sales Total costs

40,037,515 1,055,547 41,093,062

64.95 1.71 66.66

36,884,032 1,344,711 38,228,743

70.99 2.59 73.58

29,172,275 2,399,789 31,572,064

66.62 5.48 72.10

20,548,061 13,143,484 7,404,577 369,698 (575,105) 7,199,170

33.34 21.32 12.02 0.60 (0.93) 11.69

13,726,073 13,840,769 (114,696) 694,815 (409,553) 170,566

26.42 26.64 (0.22) 1.34 (0.79) 0.33

12,218,615 11,275,714 942,901 396,743 (2,183,536) (843,892)

27.90 25.75 2.15 0.91 (4.99) (1.93)

(14,549) 7,184,621 87,333 (6,970,110) 2,419,207 2,721,051 (999,361) 1,721,690

(0.02) 11.67 0.14 (11.31) 3.92 4.42 (1.62) 2.80

(25,562) 145,004 171,497 (6,306,217) 1,903,007 (4,086,709) 191,983 (3,894,726)

(0.05) 0.28 0.33 (12.14) 3.66 (7.87) 0.37 (7.50)

271,898 370,238 (201,756) 103,918 (4,785,369) (146,016) (5,029,223) 834,155 (4,195,068)

0.62 0.85 (0.46) 0.24 (10.93) (0.33) (11.48) 1.90 (9.58)

1,721,690 (24,281) 1,697,409

2.80 (0.04) 2.76

(3,894,726) (133,604) (4,028,330)

(7.50) (0.26) (7.76)

801,001 (3,394,067) 131,062 (3,263,005)

1.83 (7.75) 0.30 (7.45)

Gross profit Selling and administrative expenses Profit (loss) from sales and providing services Other revenues Other expenses Operating results Share of results in subsidiaries, joint ventures and associates Other non-operating income Profit (loss) before interest and income tax Interest income Interest expense Foreign exchange gain (loss) Profit (loss) before income tax Income tax (expense) revenue Profit (loss) before extraordinary item Extraordinary item Gain from debt restructuring Profit (loss) before minority interest (Profit) loss attributable to minority interest Net profit (loss) for the year Basic earnings (loss) per share Profit (loss) from ordinary activities (Baht) Extraordinary item Gain from debt restructuring (Baht) Net profit (loss) for the year (Baht)

TRUETO: Financial Status and Performance

0.26

(1.32)

(1.41)

0.26

(1.32)

0.24 (1.17)

122


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited Consolidated Statements of Cash Flow For the year ended 31 December 2007, 2006 and 2005

31 December 2007 Cash flows from operating activities Profit (loss) before minority interest Add : Interest expense Income tax Profit before interest and income tax Adjustments for: Depreciation and amortisation Gain on disposals of property, plant and equipment Doubtful accounts Impairment charge of fixed assets Gain from termination of lease obligation Other operating assets and liabilities written-off Gain on disposals of investment in available-for-sale securities Gain from sales of investment in other company Unrealised gain on foreign exchange Gain from debt restructuring Gain on repayment of borrowings Share of results in subsidiaries, joint ventures and associates Changes in operating assets and liabilities - Trade accounts receivable - Short-term investment-trading securities - Inventories - Other current assets - Other non-current assets - Trade accounts payable - Accrued expenses and other current liabilities - Other non-current liabilities Cash generated from operations Less: Interest paid Income tax paid Net cash from operating activities Cash flows from investing activities Withdrawal (deposit) in restricted cash Withdrawal (deposit) in short-term investment-time deposit Loans made to subsidiaries and joint venture Proceeds from loan to subsidiary and joint venture Acquisition of subsidiaries and joint venture, net of cash acquired Acquisition of intangible assets Acquisition of property, plant and equipment Additional investments in other company Additional investments in subsidiaries, joint venture and associate Additional investment property Proceeds from disposals of available-for-sale securities Proceeds from disposals of investment in other company Proceeds from disposals of investment property Proceeds from disposals of property, plant and equipment and intangible assets Net cash used in investing activities Cash flows from financing activities Proceeds from short-term borrowings Issues of common shares Proceeds from borrowings, net of cash paid for debt issuance cost Repayments on short-term borrowings Additional investments in subsidiary by minority Repayments on long-term trade accounts payable Repayments on borrowings Net cash (used in) received from financing activities Net increase (decrease) in cash and cash equivalents Opening balance Effects of exchange rate changes Closing balance TRUETO: Financial Status and Performance

(Restated) 31 December 2006

(Unit: Thousand Baht) (Restated) 31 December 2005

1,721,689 6,970,110 999,361 9,691,160

(3,894,725) 6,306,217 (191,983) 2,219,509

(3,394,067) 4,785,369 (834,155) 557,147

13,043,889 (107,830) 788,453 12,000 10,256 (801) (2,148,459) 14,549

18,209,171 (149,642) 591,538 19,223 (235,614) 1,458 (1,852,769) 25,562

15,020,511 (186,842) 923,460 2,047,972 63,787 (16,857) (961) (3,883) (801,001) (370,239) (271,898)

(6,949,872) (149,722) (853,151) (301,916) (49,117) 4,559,888 797,690 931,776 19,288,793 (6,569,583) (1,372,829) 11,346,381

(161,360) 50,479 (128,443) (145,669) (22,949) 1,137,657 768,783 101,951 20,428,885 (6,253,827) (1,008,364) 13,166,694

(1,322,123) 347,515 (437,215) 2,137,961 (22,228) 125,470 (281,502) (25,502) 17,483,572 (5,137,565) (741,890) 11,604,117

768,201 43,895 (3,000) 12,000 (325) (1,242,159) (7,055,039) (63,039) (151,839) 1,846 6,750 392,606 (7,290,103)

6,928,977 (205,837) (12,000) (6,632,376) (1,255,052) (9,689,058) (72,163) (3,800) 520,422 (10,420,887)

(7,402,032) 816,353 (101,622) (10,269,233) (514,063) 26,277 1,250 537,738 (16,905,332)

3,651,400 8,250 30,512,469 (2,977,561) 3,000,014 (37,147,811) (2,953,239) 1,103,039 3,923,739 (7,395) 5,019,383

2,686,832 3,359,296 27,646,006 (15,292,034) (143,624) (25,304,849) (7,048,373) (4,302,566) 8,274,065 (47,760) 3,923,739

13,040,489 11,075 2,029,084 (100,898) (585,662) (5,234,014) 9,160,074 3,858,859 4,469,146 (53,940) 8,274,065 123


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

12.3 Financial Ratios

TRUETO: Financial Status and Performance

124


True Corporation Public Company Limited

12.4

Annual Registration Statements (Report Form 56-1)

Management’s Discussion and Analysis

OVERVIEW True recorded impressive subscriber growth and financial progress in 2007. Revenue, EBITDA and EBITDA margin were all higher and our balance sheet continued to improve with further debt repayment. Growth was spread across all our key businesses. The Group’s revenue transformation continued with non-voice’s share of service revenue reaching 36 percent, compared with 32 percent in 2006 and 15 percent in 2005. Our convergence lifestyle strategy continues to underpin this growth by providing us with several important competitive advantages. It allows us to offer bundled promotions across our businesses that competitors can’t match, manage churn rates more effectively, reduce marketing costs and improve subscriber retention. Key bundling packages in 2007 included the All Together Bonus, Free View and SUPER hi-speed campaigns. As a result, the use of multiple True Group products and services continued to rise – 1.5 million households now use two or more True services, up 31 percent from the middle of 2007, and 67 percent higher than 18 months ago. Households using three or more services number 550,000, 26 percent and 63 percent higher, respectively. We expect these figures to keep rising.

Consolidated service revenue increased 19.7 percent to Baht 60.5 billion, including revenue from interconnection charges (IC), or grew 2.5 percent to Baht 51.8 billion, excluding revenue from IC. EBITDA growth accelerated, rising 12.2 percent (9.9 percent in 2006) to Baht 19.4 billion, while EBITDA margin, on a net IC basis, improved to 36.5 percent from 33.2 percent in 2006. The faster growth in EBITDA was driven by increases in TrueMove’s margin and a slower decline in TrueOnline’s, caused partly by bandwidth price reduction.

TrueMove had another year of record subscriber growth, gaining 34.7 percent of the market’s net additions and an overall market share of 23.2 percent, up from 19.3 percent. Our network coverage reached 92 percent, comparable to our major industry peers. Our convergence strategy and focus on high ARPU customers were the key drivers for strong growth in post-paid subscribers (net subscriber additions almost doubled and share of market net additions rose to 68 percent). TrueMove’s net profit from ongoing operations (NIOGO) was Baht 201 million (including a deferred tax gain of Baht 823 million), compared with a loss of Baht 3.1 billion in 2006. Net profit was Baht 1.6 billion (compared with a loss of Baht 2.6 billion the year before), due mainly to a Baht 1.6 billion foreign exchange gain. Service revenue increased 45.6 percent to Baht 32.5 billion (including IC) and grew 6.8 percent to Baht 23.8 billion (excluding IC), while EBITDA was 42.3 percent higher at Baht 7.2 billion. EBITDA margin (on a net IC basis) improved to 29.1 percent from 21.4 percent. The implementation of the IC regime, enabling operators to connect their networks directly to each other and removing the unfair burden of access charges, contributed to the improvement. IC has also encouraged more rational competition as the interconnection charges operators are required to pay for access to each other’s networks have acted as a floor on prices.

TRUETO: Financial Status and Performance

125


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Service revenue at TrueOnline rose 2.3 percent to Baht 24.5 billion, with strong growth in Internet/Broadband and Business Data Services offsetting lower voice revenue. EBITDA, however, was 2.3 percent lower at Baht 9.7 billion, while EBITDA margin fell to 38.8 percent from 40.3 percent in 2006. Subscriber growth of 24 percent at Broadband secured our number one position in the market with an estimated market share of more than 50 percent nationwide and 80 percent in the BMA. Service revenue was 40 percent higher at Baht 4.6 billion. Service revenue at TrueVisions increased 5.0 percent to Baht 8.9 billion while EBITDA was 4.7 percent higher at Baht 2.5 billion. Our strategy of broadening the pay-TV market by offering low-cost introductory packages to new subscribers is proving successful. We now have 393,672 subscribers to our mass market Free View package and 19 percent of them have already upgraded to normal packages.

TrueMoney, our digital commerce service, continued to grow and by the end of 2007 had almost three million users.

TrueLife continued to be a major part of our convergence strategy, allowing us to provide rich content – such as music, online games, sport, movies and e-books – across our mobile, pay-TV and broadband platforms under the one umbrella. Consolidated net loss from ongoing operations (NIOGO) improved by Baht 5.5 billion to a loss of Baht 516 million, due mainly to a change in the estimation of True’s assets’ useful lives, the removal of access charges and revenue growth. Net profit of Baht 1.7 billion (including a Baht 2.4 billion gain in foreign exchange) was a significant improvement from the Baht 4.0 billion loss in 2006. Free cash flow rose 37 percent to Baht 3.0 billion due mainly to falls in capex, while net debt-to-EBITDA ratio fell to 3.6 times from 4.5 times. Major financing activities completed during the year included TrueOnline’s extension of its Baht 19.2 billion loan by two years at the same interest rate and TrueMove’s over-subscribed USD 225 million 7-year bond issue. Also, TrueMove (through its parent, BITCO) raised Baht 3.0 billion to fund ongoing growth in a rights offering supported by True’s major shareholder, CP Group. The key accounting change was an increase in the estimated useful lives of assets to be in line with international practice, effective January 2007. This resulted in a reduction in Group depreciation and amortization expenses of Baht 5.6 billion, with a net impact of Baht 4.1 billion after relevant deferred taxes.

Looking Forward Thailand’s regulatory environment is steadily improving, with several significant initiatives on the new Government’s agenda for 2008, including concession conversion, the new broadcasting act, 3G, WiMax and number portability. While some of these plans may not come to fruition this year we hope to at least see reasonable progress. At Consolidated level, we expect service revenue to accelerate, helped by improving economic conditions. Our bottom line should improve further and move towards profitability. We’ll continue to reduce our debt and improve our balance sheets. TRUETO: Financial Status and Performance

126


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Subscriber growth will continue to be driven by our convergence lifestyle strategy, which will also help increase customer loyalty and reduce churn rates. We’ll also focus on service excellence, improving True’s brand recognition, network quality and the launch of innovative products and services.

TrueMove will continue to target one-third of market net additions and at least an overall market share of 25 percent. The total market will continue to grow, especially outside the BMA where penetration rates are lower. Market growth in 2007 was 32 percent and we believe there is still considerable room for further expansion – industry estimates of net adds for 2008, for example, are 8-10 million (compared with 13 million in 2007). We also expect double-digit revenue contribution from non-voice, with music content the key.

TrueOnline’s growth will continue to be driven by Broadband, using new technology to grow its network, especially in the BMA and vicinities. We expect the overall market to grow by 30 percent to 1.3 million households, and True’s market share to be maintained at over 50 percent, based on our leadership in high-speed Internet access.

TrueVisions’ mass market penetration will drive its subscriber growth. We’ll also offer our premium subscribers exciting promotions and greater value.

TrueMoney will further increase its subscribers while introducing initiatives such as SIM cards with embedded radio-frequency identification (RFID) technology.

TrueLife will continue to focus on providing rich content and developing online communities for the benefit of the Group. CONSOLIDATED RESULTS OF OPERATIONS The results of operations are discussed on a normalized basis without non-recurring items, which are disclosed in the consolidated profit and loss statement on a normalized basis. In 2007, True changed the estimated useful lives of its assets with effect from the beginning of 2007. The change is based on a benchmarking exercise among more than 30 operators in the region. This resulted in a reduction in depreciation and amortization expenses of Baht 5.6 billion (Baht 3.5 billion at Online, Baht 1.9 billion at TrueMove and Baht 102 million at TrueVisions) in FY07 with net impact of Baht 4.1 billion after relevant deferred income taxes. True has also changed its accounting policies in investments in subsidiaries, joint venture and associate to a cost method from equity method and the policy in recognition of installation cost and revenue for its pay TV business (see details at Key Accounting Changes). During Q407, TrueMove (through its parent BITCO) raised Baht 3.0 billion in a rights offering supported by True’s major shareholder CP Group. As a result, True Group’s ownership reduced to 75 percent from 98 percent after the conversion of intercompany debt and accrued interest expenses into equity. True booked a share surplus of Baht 2.0 billion on the balance sheet while adjusted the minority interest in TrueMove to be in line with the new ownership from Dec 2007.

TRUETO: Financial Status and Performance

127


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x True results improved further in 2007 with continued growth across all businesses. Consolidated service revenue, excluding IC, increased 2.5 percent while EBITDA grew in double digits. EBITDA margin, net IC, improved to 36.5 percent, helped partly by changes in mobile regulatory cost and slower declines in Online margin. Free Cash Flow grew 37 percent with falls in capex. x Consolidated service revenue increased 19.7 percent with IC (to Baht 60.5 billion) and grew 2.5 percent without IC (to Baht 51.8 billion) with continued growth across all businesses. TrueMove, a key growth driver, grew 6.8 percent, excluding IC, from strong subscriber growth. TrueVisions grew 5.0 percent through increases in subscription and value-added services (home shopping, sponsorship and music entertainment). TrueOnline grew 2.3 percent driven mainly by growth in Internet/Broadband and business data services. x EBITDA rose 12.2 percent (to Baht 19.4 billion) due mainly to revenue growth and access charge removal. EBITDA margin rose to 36.5 percent (from 33.2 percent), on net IC basis, but fell slightly to 31.4 percent on reported basis (gross IC basis) due to larger revenue base. x Total operating expenses increased 4.6 percent (to Baht 54.2 billion) due mainly to recognition of IC charges (Baht 8.5 billion). These were partially offset by reduction in depreciation and amortization expenses, resulting from change in asset useful life, and decreases in regulatory costs, driven mainly by access charge removal. Network operating expenses, excluding IC, and depreciation and amortization expenses, increased 8.9 percent (to Baht 14.3 billion), resulting mainly from costs of Internet/Broadband content (mainly music and online games) and higher cost of content for TrueVisions. SG&A, excluding depreciation and amortization expenses, increased 5.0 percent (to Baht 10.0 billion) due mainly to general administrative expenses. Depreciation and amortization decreased Baht 5.2 billion to Baht 11.9 billion due mainly to impact from change in estimated asset useful life (Baht 5.6 billion FY07). x Interest expenses rose 10.5 percent to Baht 7.0 billion due mainly to higher interest cost for TrueMove US bond and change from low fixed rate to higher floating rate of TrueOnlineâ&#x20AC;&#x2122;s Thai Baht loan from October 2006. x Net Loss from Ongoing Operations, before non-recurring items, decreased by Baht 5.5 billion to a loss of Baht 516 million due mainly to asset useful life change, access charge removal and revenue growth. x Net profit of Baht 1.7 billion in FY07 was a significant improvement from Baht 4.0 billion loss in FY06. FY07 net profit included Baht 2.4 billion gain from foreign exchange due to appreciation in Thai Baht against USD and Japanese Yen: Baht 33.9 per USD at YE2007 compared with Baht 36.2 USD at YE 2006, Baht 30.0 per Yen 100 at YE2007 compared with Baht 30.6 per Yen 100 at YE2006. x Key accounting changes. In Q307, True changed the estimated useful lives of its assets with effect from the beginning of 2007. The change is based on a benchmarking exercise among more than 30 operators in the region. The assets under concession agreements are depreciated over the shorter of their useful lives or the remaining concession periods.

TRUETO: Financial Status and Performance

128


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Based on the new useful life, depreciation and amortization expenses for FY07 were lowered by Baht 5.6 billion billion (Baht 3.5 billion at Online, Baht 1.9 billion at TrueMove and Baht 102 million at TrueVisions), compared with the old useful life, with the net impact of Baht 4.1 billion (Baht 2.6 billion at Online, Baht 1.5 billion at TrueMove and Baht 11.8 million at TrueVisions) after relevant deferred income taxes. Average useful life of the Group assets will be extended to approximately 15 years (from 12 years): 17 years (from 14 years) for TrueOnline, 13 years (from 10 years) for TrueMove and 12 years (from 11years) for TrueVisions. There is no restatement for 2006 results (see details at note 5 to FY07 financial statements). x True also changed its accounting policy in investments in subsidiaries, joint venture and associate to a cost method from equity method. With the new method income from investments will be recoded when dividends are declared. The net profit (loss) in the Company financial statements will differ from the consolidated financial statements (see details at note 4.1 to the financial statements). x In addition, True changed its accounting policy in recognition of installation cost and revenue for its pay TV business to be in line with accounting standards in the US. The installation cost has been capitalized as part of equipment and amortized over the shorter of estimated useful lives or subscription period, instead of being fully expensed in the period incurred. The revenue from installation has been classified from revenue to unearned income and recognized over those periods. The 2006 results have been restated to reflect the impact from the change, thought it was small when compared with Trueâ&#x20AC;&#x2122;s consolidated results (see details at note 4.2 to the financial statements).

TRUETO: Financial Status and Performance

129


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Consolidated Results of Operations - Normalized Basis (Unaudited)

FY 2007

(Baht in millions unless otherwise indicated) Revenues Revenues from telephone and other services - Revenue from service excluding IC Revenues from product sales Total revenues

FY 2006 (Restated)

% Change 2/

60,474 51,818 1,167

50,538 50,538 1,417

19.7 2.5 (17.6)

61,641

51,955

18.6

Operating expenses Cost of services Revenue sharing and access charges - Access charges Network operating expenses - Network operating expenses excluding IC

40,038 8,411 22,794 14,303

36,884 10,674 3,596 13,133 13,133

8.5 (21.2) (100.0) 73.6 8.9

Depreciation and amortization - Network Cost of sales Selling and administrative expenses 1/ Depreciation and amortization 1/ Others

8,832 1,056 13,143 3,117 10,027

13,076 1,345 13,610 4,063 9,547

(32.5) (21.5) (3.4) (23.3) 5.0

54,237

51,839

4.6

19,354 (11,949)

17,255 (17,139)

12.2 (30.3)

7,405 87 (6,970) (999)

116 171 (6,306) 192

6,274.2 (49.1) 10.5 NM

(478) (15) (24)

(5,827) (26) (134)

91.8 43.1 81.8

(516)

(5,986)

91.4

1,957 1,903 (187)

13.1 27.1 100.0

(231) 472

100.0 NM

Total operating expenses

1/

EBITDA Total depreciation and amortization

1/

Operating profit Interest income Interest expense Tax Income from continuing operations Share of results in subsidiaries, joint ventures and associates (Income) loss attributable to minority interest Net income (loss) from continuing operations including share of results in subsidiaries, joint ventures & associates Non recurring items Gain (loss) on foreign exchange Penalty fee for True Move loan prepayment Adjustment for amortization of debt issuance cost due to True Move loan prepayment 1/ Other (expenses) income

2,214 2,419 -

Net profit (loss) for the period

1,697

(205)

(4,028)

NM

Note : FY 2006 depreciation and amortization have been normalized to exclude True Move amortization of debt issuance cost due to loan prepayment amounting to Bt 231 million in Q4 2006 (adjusted to non-recurring item). 2/ FY 2006 consolidated results have been restated to reflect an impact from accounting policy change on installation for Pay TV. 1/

TRUETO: Financial Status and Performance

130


TRUETO: Financial Status and Performance

True Corporation Public Company Limited

131

Annual Registration Statements (Report Form 56-1)


Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Normalized Revenue Profile

Consolidated Revenues (Before Intersegment Eliminations) (Unaudited)

FY 2007

(Baht in millions unless otherwise indicated)

TrueVisions - Service revenue - Product sales Intersegment elimination TrueVisions after elimination

Revenue

- Service revenue - Product sales

Revenue

% of revenue after eliminations

% Change

9,746

8,961

8.8

8,866

8,445

5.0

880

517

70.4

(962)

(491)

95.7

8,785

True Move

% of revenue after eliminations

FY 2006 (Restated)

14.3%

8,470

16.3%

3.7

33,420

23,659

41.3

32,492

22,309

45.6

928

1,350

(31.3)

Intersegment elimination

(1,053)

True Move after elimination

32,366

TrueOnline

24,946

(965) 52.5%

22,694

9.2 43.7%

24,543

42.6 1.6

- Fixed line telephone

10,952

12,601

(13.1)

- Fixed line voice

9,307

10,419

(10.7)

- VAS

1,646

2,182

(24.6)

983

1,110

(11.4)

- Public phone - Fault reporting and dropwiring

476

723

(34.1)

- Others

187

350

(46.7)

- Data services

3,770

3,414

10.4

- Business data service

2,725

2,329

17.0

- Multimedia

1,045

1,086

(3.8)

- Internet & Broadband - Broadband - Dial up Internet & others

1/

- PCT - Service revenue - Product sales

6,176

4,378

41.1

4,560

3,258

40.0

1,616

1,119

44.4

881

1,409

(37.5)

799

1,218

(34.4) (57.4)

82

192

3,167

2,740

15.6

Intersegment elimination

(4,456)

(3,752)

18.8

TrueOnline after elimination

20,490

Normalized consolidated revenues

68,112

57,163

19.2

Total intersegment elimination

(6,471)

(5,208)

24.3

Normalized consolidated revenues - net

61,641

- Others

Note :

1/

33.2%

100.0%

20,791

51,955

40.0%

100.0%

(1.4)

18.6

Including revenue from on-line games.

TRUETO: Financial Status and Performance

132


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

SEGMENT RESULTS From the beginning of 2007, True was organized into five core businesses; TrueMove (mobile), TrueOnline (wireline), TrueVisions (pay TV), TrueMoney (digital commerce) and TrueLife (digital content and access). The discussion below follows this category format. However, we report in three segments: TrueMove, TrueOnline and TrueVisions. The contribution of TrueMoney and TrueLife are considered part of TrueOnline as they are key vehicles for realizing the Group’s vision of becoming a convergence lifestyle leader. TrueMove x Thai mobile industry has moved to more rational competition during the year as the industry entered into Interconnection regime (“IC”), which required operators to pay for access to other networks. The interconnect charge (Baht 1 per minute on average) put a floor to prices. As a result, TrueMove’s tariff increased throughout the year. However, usages reduced following price increases due to customer price sensitivity, especially during soft economy. x Convergence packages helped TrueMove acquire subscribers including bundling promotions with TrueVisions (AF4 and English Premier League, and Free Viewing) and Broadband (Super hi-speed). x Subscriber growth of 4.5 million, or 59.4 percent, in FY07 lifted subscriber base to 12.1 million. Market share was 23.2 percent, increasing from 19.3 percent at end of 2006. Share in net subscriber additions (“net adds”) was 34.7 percent, representing 4 consecutive years of achieving one-third of market net adds. x FY07 net adds included 797,000 subscribers from counting change for prepaid in Q307 by extending soft-suspending period (disabling outgoing calls) to 45 days (from 18) after validity expires to improve effectiveness of retention program and provide better comparison with peers. x Blended ARPU fell 34.6 percent to Baht 191 in FY07 (Baht 292 in FY06) due mainly to lower usage from price increases and economic situation as well as impact from double SIM subscribers. x FY07 service revenue increased 45.6 percent to Baht 32.5 billion due mainly to booking of IC from February 2007. Excluding IC, service revenue increased 6.8 percent (Baht 1.5 billion) from FY06 to Baht 23.8 billion due mainly to strong subscriber growth offsetting ARPU decline. x FY07 non-voice revenue rose 16.9 percent from FY06 to Baht 2.5 billion, driven mainly by GPRS, ring-back tones and other value-added services. Contribution increased to 10.4 percent of total service revenue, excluding IC, from 9.6 percent in FY06. x EBITDA increased 42.3 percent to Baht 7.2 billion (from Baht 5.1 billion in FY06) due mainly to revenue growth and access charge removal. TrueMove posted net gain of Baht 164 million from IC. x EBITDA margin, on net IC basis, rose to 29.1 percent (21.4 percent in FY06). On gross IC basis, EBITDA margin was stable at 21.6 percent. x FY07 operating expenses increased 25.5 percent from FY06 due mainly to start of IC booking.

TRUETO: Financial Status and Performance

133


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x Excluding IC and depreciation and amortization charges, cash operating expenses decreased 4.7 percent due mainly to access charge removal, which offset increases in revenue sharing (due mainly to revenue-sharing rate increasing to 25 percent from 20 percent effective September 2006), SG&A (principally marketing costs) and network operating expenses (principally content costs and rental of leased circuits). x Depreciation and amortization expenses decreased 20.7 percent to Baht 4.9 billion due mainly to change in asset useful life (see details at “Key Accounting Changes”). x Interest expenses increased 26.6 percent to Baht 3.0 billion due mainly to impact of high-interest USD 465 million bond issued in December 2006 and USD 225 million bond issued in August 2007. x Tax was a positive Baht 823 million, compared with positive Baht 331 million in FY06, due to higher income tax assets. x Net profit from ongoing operations of Baht 201 million was an improvement from Baht 3.1 billion loss in FY06 due mainly to revenue and EBITDA growth as well as lower depreciation and amortization expenses, helping offset higher interest expenses. x Net profit of Baht 1.6 billion included Baht 1.6 billion gain from foreign exchange, mainly from the mark to market of US Dollar loans (USD 830 million). This represented an improvement from a loss of Baht 2.6 billion in 2006. TrueVisions x TrueVisions has successfully penetrated the mass market growing subscribers by over 50 percent during 2007 while further increasing premium subscribers. The strong subscriber growth will increase opportunities in advertising as pay TV operators will be allowed to advertise under the new Broadcasting Act, which was implemented in March 2008. x Total subscribers increased 325,093 (52 percent) during FY07 to 948,546, driven mainly by Free View, a successful mass market campaign. Premium subscribers (Platinum, Gold and Silver) rose 3 percent for the full year to 481,093 due to effective control of cannibalization and various promotion launches including free installation with exclusive AF4, EPL content and other sports channels. x Free View subscribers maintained strong momentum with 312,875 net adds in FY07 to reach 393,672, of which 19 percent upsold to standard or premium packages. x ARPU in FY07 decreased 9.3 percent to Baht 1,104 due mainly to dilution effect from growth in lower-package subscribers. The ARPU calculation did not include Free View package. x Academy Fantasia, Thailand’s most popular reality show, continued its success in its fourth season with AF4 SMS voting increasing 50 percent from third season. During the year, TrueVisions also launched A-La-Carte packages including Disney, Discovery and HBO, and EPL and new channels (TrueSport), offering more benefits for existing subscribers while helping generate additional revenue from existing content. x FY07 service revenue increased 5.0 percent to Baht 8.9 billion due mainly to subscriber increases and value-added services, including home shopping, sponsorship and music entertainment. x EBITDA increased 4.7 percent to Baht 2.5 billion; EBITDA margin fell slightly to 25.4 percent (from 26.4 percent in FY07).

TRUETO: Financial Status and Performance

134


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x Operating expenses increased 9.4 percent due mainly to higher cost of sales, in line with increases in product sales, driven primarily by equipment sales. In addition network operating expenses increased 7.3 percent due mainly to higher costs for international content, production of music entertainment and self-produced content. However, SG&A was stable, with decreases in marketing costs. x Depreciation and amortization increased slightly to Baht 851 million. x Interest expenses increased 19.9 percent to Baht 400 million (from Baht 333 million in FY06). This, however, was almost offset by increase in interest income. x Taxes increased to Baht 571 million in FY07, from Baht 13 million in FY06, due mainly to two subsidiaries using up their tax losses carried forward. In addition, deferred income tax expenses were higher (an expense of Baht 90 million compared with a gain of Baht 173 million in FY06). x Net profit from ongoing operations (NIOGO) decreased Baht 412 million (29.1 percent) in FY07 to Baht 1.0 billion due mainly to higher income taxes. x Net profit of Baht 1.4 billion decreased from FY06 (a net profit of Baht 2.4 billion), due mainly to higher income tax and the absence of one-time gain from termination of Thaicom 3 of Baht 587 million.

TrueOnline x Strong growth in Internet/Broadband and Business Data services and value added service (TrueMoneyâ&#x20AC;&#x2122;s e-wallet service) offset declines in voice revenues (fixed line and PCT services), resulting in single digit growth in overall Online service revenue. Decline in EBITDA margin slowed, due mainly to less competition from mobile and reduction in gateway price for Broadband following NTC granting new licenses plus launch of our own gateway service. In addition, Online portfolio is now more balanced between high and low margin services. x FY07 service revenue increased 2.3 percent to Baht 24.5 billion, EBITDA, however, decreased 2.3 percent to Baht 9.7 billion due mainly to cost increases, and EBITDA margin decreased to 38.8 percent in FY07 (from 40.3 percent in FY06). However, declines in EBITDA margin slowed compared with FY06 (down from 45.5 percent in FY05 to 40.3 percent in FY06). x Total operating expenses decreased 13.3 percent to Baht 20.03 billion due mainly to decreases in depreciation and amortization expense. Cash operating expenses increased 4.3 percent to Baht 15.3 billion due mainly to increases in network operating expenses (primarily Broadband content including Online games, and costs relating to business data services). x Depreciation and amortization expenses decreased 43.8 percent (to Baht 4.8 billion) due mainly to change in asset useful life (see details at Key Accounting Change). x Interest expenses increased slightly by 2.3 percent to Baht 3.9 billion due mainly to increases in interest cost for Baht 19 billion loan which shifted from low fixed rate to MLR from October 2006. x Net loss from ongoing operations reduced to Baht 155 million (from Baht 2.5 billion in FY06) due mainly to asset useful life change. x Online business posted a profit of Baht 435 million in FY07, compared with a loss of Baht 1.5 billion in FY06, after a Baht 418 million gain from FX resulting mainly from appreciation in Thai Baht against USD. TRUETO: Financial Status and Performance

135


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Consumer Broadband x Broadband revenue increased 40.0 percent in FY07 to Baht 4.6 billion with continued strong subscriber growth. x Broadband subscribers increased 105,557 or 23.8 percent to 548,285 from successful launch of SUPER hi-speed, a bundled package with TrueMove and TrueVisions. SUPER hi-speed gained 254,000 subscribers from launch in Feb 2007. x FY07 ARPU of Baht 709 was slightly below Baht 721 in FY06. x Wi-Fi subscribers increased to around 32,000 with more than 4,000 hot spots. Wi-Fi hot spots should reach 10,000 in 2008. x True maintained no.1 ranking in Broadband market with expected overall market share of more than 50 percent nationwide or 80 percent in BMA.

Data service x Data service revenue increased 10.4 percent in FY07 to Baht 3.8 billion, due mainly to strong growth in business data service of 17.0 percent (to Baht 2.7 billion). This was due partly from more circuits rented by TrueMove. In addition, no. of circuit in service grew 16.1 percent (to Baht 13,976) and ARPU per circuit increased 1.3 percent to Baht 11,253.

Fixed line telephone x Fixed-line telephone and value-added services revenue in FY07 decreased 13.1 percent (to Baht 11.0 billion) due mainly to continued migration of traffic to mobile. x Fixed-line subscribers decreased 21,555 during FY07 to 1.96 million due mainly to termination of free installation promotion. x FY07 fixed line ARPU decreased 12.6 percent to Baht 362 (from Baht 414 in FY06), a slower rate of decline compared with FY06’s 16 percent. This was due mainly to less competition from mobile.

We PCT x WE PCT service revenue in FY07 decreased 34.4 percent (to Baht 799 million) due mainly to mobile competition. x Subscriber base increased 12.5 percent in FY07 to 390,609 due mainly to ‘buffet’ package offering. However, ARPU decreased 33.3 percent to Baht 172 (from Baht 257 in FY06).

TrueMoney, TrueLife x Subscribers to TrueMoney, our digital e-commerce business, approached 3 million in 2007. x TrueMoney is a key convergence tool, and we plan to promote it further in 2008. x TrueLife provides rich content across all platforms. The success of two website portals, trueworld .net and truelife.com with registered subscribers of 756,000 and 511,000 respectively, represent the early stages of developing online communities.

TRUETO: Financial Status and Performance

136


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x TrueMusic, one of key content for TrueLife, launched various exclusive albums and True Group subscribers can enjoy free downloading or enjoy their favorite songs on interactive True Music channel on TrueVisions, or True Music Radio and online. x TrueLife’s Special Force registered subscribers increased to 9 million, maintaining its status as the no. 1 casual online game.

Consolidated Balance Sheets and Cash Flows

(Unaudited)

FY 2007

(Baht in millions unless otherwise indicated) Balance Sheets Cash and cash equivalents including restricted cash Trade accounts receivable, net Current assets Investments in subsidiaries, joint ventures and associates Property, plant and equipment, net Goodwill, net Intangible assets, net

FY 2006

% Change

(Restated)

6,465 12,685 25,409 18 74,683 11,813 2,937

6,136 6,562 18,304 16 78,254 13,107 2,993

5.4 93.3 38.8 15.0 (4.6) (9.9) (1.9)

Total assets Current liabilities Long term borrowings

124,718 32,693 76,272

122,509 32,253 80,108

1.8 1.4 (4.8)

Total liabilities

112,762

115,151

11,956

7,358

Total shareholder's equity

(2.1) 62.5

Cash Flows Cash flows from operating activities

11,346

13,167

(13.8)

Cash flows from investing activities

(7,290)

(10,421)

(30.0)

(8,297)

(10,944)

(24.2)

Cash flows from financing activities

- Capex

(2,953)

(7,048)

(58.1)

Net (decrease) increase in cash and cash equivalents

(7,194)

(15,247)

(52.8)

Beginning cash balance and effects of exchange rate changes

3,916

8,226

(52.4)

(3,278)

(7,020)

(53.3)

3,049

2,223

37.2

Ending cash balance Free cash flows 1/ Note :

1/

Free cash flows is defined as cash flows from operating acitvities minus Capex.

Financial Position Assets x True’s consolidated assets amounted to Baht 124.7 billion as at December 2007, an increase of 1.8 percent (Baht 2.2 billion) on year-end 2006, due mainly to increases in trade account receivable (net) driven mainly by receivables from IC charges. x Cash and restricted cash totaled Baht 6.5 billion, increasing slightly from Baht 6.1 billion as at year-end 2006. x Trade account receivables (net) increased 93 percent (Baht 6.1 billion) due mainly to Interconnection Charges (IC) with AIS due to AIS’s suspension of IC settlement waiting for TOT approval.

TRUETO: Financial Status and Performance

137


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x Income tax deducted as source grew 53 percent (Baht 771 million) to Baht 2.2 billion due to increases in claimable income tax from Revenue Department. x

Property, Plant and Equipment (PPE), net, decreased Baht 3.6 billion to Baht 74.7 billion due mainly to depreciation and amortization expenses of Baht 9.4 billion outpacing new investment of Baht 5.3 billion; Baht 1.9 billion for TrueMove, Baht 3.0 billion for TrueOnline and Baht 581 million for TrueVisions. During the year, True recognize impairment charges of Baht 12 million for public phone.

x

Goodwill decreased Baht 1.3 billion to Baht 11.8 billion due to amortization charges for the year, mainly relating to goodwill for acquisition of TrueVisions.

Liabilities x True’s consolidated liabilities decrease Baht 2.4 billion to Baht 112.8 billion at year-end 2007 due mainly to decreases in long-term borrowing. x Trade account payable increased Baht 1.2 billion to Baht 13 billion due mainly to IC payable. x Accrued expenses increased Baht 1.0 billion to Baht 6.8 billion due mainly to regulatory costs (Baht 515 million), mainly relating to TrueMove, and interest expenses (Baht 288 million). x Other current liabilities increased Baht 971 million to Baht 2.9 billion due mainly to other payables (mainly fees for True’s debt refinancing). x Long term borrowings (including short term portions) decreased by Baht 7.2 billion to Baht 82 billion (including Baht 5.4 billion in finance leases) due mainly from long term loan repayment (Baht 5.9 billion) and currencies translation (Baht Baht 2.1 billion) derived by appreciation in Thai Baht. x Other non current liabilities increased Baht 894 million due mainly to deposits received from customers. x In January 2007, TrueOnline issued a local debenture worth Baht 4 billion to refinance the existing debt, lengthening its debt maturity. In December 2007, TrueOnline completed the refinancing of Baht 19.2 billion Baht loan extending the maturity by two years from 2011 to 2013 with the reduction in amortizing schedules each year to match with cash flows. The interest rate was maintained at MLR (Minimum Lending Rate). x In August 2007, TrueMove issued 7-year, unsecured US Dollar notes amounting to USD 225 million to refinance the existing Baht loans. The bond carries interest rate at 10.375 percent with the principal repayment in bullet in the year 2014, freeing up cash for TrueMove business expansion. The interest rate was hedged to a fixed Thai Baht and the principal payment was also fully hedged. The bond was two-times oversubscribed despite a difficult international credit environment. The positive response from international investors – after a larger issue the previous year – reflected the continued confidence they have in True’s convergence strategy. x Shareholders’ equity increased by Baht 4.6 billion to Baht 12.0 billion due mainly to net profit for the year of Baht 1.7 billion and an increase in share surplus (Baht 2.1 billion) from the change of ownership in BITCO/TrueMove following fund

TRUETO: Financial Status and Performance

138


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

injection of Baht 3 billion by CP in December 2007. In addition, minority interests increased Baht 814 million due mainly to CP’s fund injection.

Liquidity and capital resources x True’s primary capital resource for the year 2007 were cash flows from operations, a capital increase at BITCO/TrueMove of Baht 3.0 billion, short term borrowing and cash and cash equivalent carried forward from 2003. x Consolidated net cash flows from operations decreased by Baht 1.8 billion to Baht 11.3 billion due mainly to higher working capital requirement (Baht 3.6 billion), interest paid (Baht 316 million) and income tax paid (Baht 364 million) outpacing improvement in EBITDA (Baht 2.1 billion). The increase in working capital requirement was attributable mainly to increases in trade receivable (non IC items) of Baht 1.8 billion from higher receivables from TOT relating mainly to dropwiring service, and higher receivables for billed customers of TrueMove and other subsidiaries (increase in account receivable relating to IC of Baht 4.9 billion was offset by increase in account payable-IC of the same amount). In addition, trade payables (non IC items), decreased Baht 1.5 billion due mainly to payment to suppliers, mainly at TrueMove. x Consolidated net cash flows from investing activities. Our cash used in investing activities decreased by Baht 3.1 billion to Baht 7.3 billion due mainly less withdrawal of restricted cash and lower net cash outlay for investing activities (Baht 8.3 billion in FY07 compared with Baht 10.9 billion in FY06). During 2007, True and its subsidiaries invested in capex (PPE and intangible assets) of Baht 8.3 billion, of which Baht 5.2 billion was at TrueMove, Baht 1.8 billion at TrueOnline and Baht 1.3 billion at TrueVisions (including film and program rights). This represented a decline of Baht 2.6 billion from Baht 10.9 billion in 2007, attributable mainly to decreased capex of TrueOnline x Free cash flows (cash flows from operations less capex) increased by 30 percent (Baht 827 million) to Baht 3.0 billion due mainly to lower capex. x Cash flow from financing activities. Our net cash used in financing activities was Baht 3.0 billion, including Baht 6.9 billion in long term borrowings repayment (including Baht 1.1 billion for lease financings). There were cash injection of Baht 3 billion at BITCO and net cash from short term borrowing of Baht 674 million. x In December CP Group, True’s major shareholder, provided a cash injection of Baht 3 billion to BITCO, a parent company of TrueMove, by way of a rights offering of BITCO shares in line with a sponsor support agreement. The funds were mainly used to pay down the obligations to vendors resulting from the recent rapid expansion in our mobile subsidiary. True intends to buy back the shares, pending approval from our shareholders. Conclusion Compared to a year ago, True Group’s financial position improved further with net debt to EBITDA ratio reducing to 3.6x (from 4.5 times in 2006), excluding finance leases. True’s consolidated EBITDA to interest coverage increased slightly to 2.7x. True remained committed to de-leveraging.

TRUETO: Financial Status and Performance

139


True Corporation Public Company Limited

12.5

Annual Registration Statements (Report Form 56-1)

Audit fees 1. Audit fees The audit fees and related expenses occurred during the year 2007 was Baht 23.57 million. The Company and subsidiaries paid during the year amount of Baht 14.78 million to the appointed auditing firm. The remaining fees of Baht 8.79 million will be paid in the following year. 2. Other non-audit fees During the year 2007, the appointed auditing firm provided other non-audit services, i.e. agree-upon procedures, tax consulting service and other to the Company and subsidiaries. The fees were Baht 31.09 million ofwhich Baht 30.50 million was paid during the year. The remaining of Baht 0.59 will be paid in the following year.

TRUETO: Financial Status and Performance

140


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

13. OTHER RELATED INFORMATION a)

Change of Executive Officer On 1 January 2008, Mr. Noppadol Dej-Udom was appointed to be Chief Financial Officer to replace Mr. William Harris.

b)

The extension of the term of the Thai Trust Fund Investing in the Shares of True Corporation Public Company Limited Project Following the establishment of Thai Trust Fund Investing in the Shares of True Corporation Public Company Limited Project (“Thai Trust Fund”) to support debt restructuring in the Year 2000, Thai Trust Fund has a maturity of 8 years and 3 months, from the date the Company issued preferred shares to Thai Trust Fund and Thai Trust Fund issued investment unit to the unitholders, therefore, the Thai Trust Fund will expire on 30 March 2008. In order to maintain the proportion of the foreign shareholders in the Company, the Board of Directors concurred with the extension of the term of the Thai Trust Fund from 8 years and 3 months, from the date the Company issued preferred shares to Thai Trust Fund and Thai Trust Fund issued investment unit to the unitholders for another 8 years and 3 months from the previous expiry date. The Board of Directors also resolved to propose the said matter to the Annual General Meeting of the Shareholders for the Year 2008 for further consideration and approval.

c)

The Company shall eliminate conflicted shareholder structure of BITCO, a subsidiary of the Company Following the sponsor support fund from Charoen Pokphand Holding Co., Ltd. (“CP”), which is an affiliate of the Company’s major shareholder, to True Move Company Limited (“True Move”) which is the obligation under the Sponsor Support Agreement, with the Lenders of True Move, in the amount of Baht 3,000 million by the subscription of BITCO’s new ordinary shares in the amount of 6,000 million shares on 13 December 2007, CP has offered options for the Company to purchase the said BITCO shares from CP. In order for the Company to gain benefit from holding greater stake to over 90 percent of BITCO shares, which is True Group’s high-valued assets, and to eliminate the shareholding structure which may cause conflicts of interest, therefore, the Board of Directors concurred with the Independent Committee’s recommendation and resolved as follows: a. that the Company should accept CP’s offer to purchase BITCO shares in the amount of not exceeding 6,000 million shares from CP within the period of 180 days at the price of 0.53 Baht per share as detailed in CP’s offer; b.

that the Company should request CP to extend the period to exercise the rights to purchase BITCO shares from CP after the period of 180 days as specified above, and accept the offer that CP could sell all of the shares to the Company after the 546th day onward at the price under the terms and conditions as specified of the CP’s offer.

TRUETP: Other Related Information

141


True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Such transaction is deemed to be a connected transaction according to the Regulation of the Stock Exchange of Thailand; therefore, the Board of Directors resolved to propose the aforesaid matter to the Annual General Meeting of the Shareholders for the Year 2008 for further consideration and approval. Moreover, the Board of Directors concurred with the fund raising alternatives for the purchase of BITCO shares, which were proposed by the Finance Committee. The fund raising alternatives included debt and equity instruments. As the capital increase will result in a dilution effect to the existing shareholders, the Company will prefer to consider other options while will treat the capital increase as a last resort. In this regard, the Company will propose the following matters to the Annual General Meeting of the Shareholders for the Year 2008 for further consideration and approval. a. Debenture b. Convertible debenture c. Capital increase by rights offering of True shares to the existing shareholders Including relevant legal procedure required for the issuance of convertible debenture and rights offering.

TRUETP: Other Related Information

142


Appendix 1

Dr. Kosol Petchsuwan

Mr. Vitthya Vejjajiva

Mr. Narong Srisa-an

Name

Independent Director and Member of the Audit Committee

Chairman of the Audit Committee

Independent Director and

Director

Independent

Position

68

71

80

Ownership

-

-

10,000 shares

(31/12/07)

True Share

Age

(year)

DIRECTOR’S INFORMATION (AS OF 31ST DECEMBER 2007)

True Corporation Public Company Limited

Family

-

-

-

Relationship

Present

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP)

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP) - Director Certification Program (DCP) - Audit Committee Program (ACP) - Chairman 2000

Bachelor of Engineering, Imperial College London

Doctor of Philosophy (Engineering), Imperial College London

- Chairman 2000

- Audit Committee Program (ACP)

- Director Accreditation Program (DAP)

Related training programs held by the Thai Institute of Directors Association (IOD)

Barrister-at-law, Gray’s Inn

Bachelor of Laws, University of Cambridge, England

Master of Arts, University of Cambridge, England

Independent Director and Chairman of the Corporate Governance

Executive Director, Com-link Company Limited

Chairman, Prida Pramote Company Limited

Chairman, Thanakorn Vegetable Oil Products Company Limited

Chairman of Executive Board, Thai Beverage Can Limited

Chairman, Sura Banyeekhan Company Limited

Chairman, Thai Alcohol Public Company Limited

Beer Thai (1991) Public Company Limited

Vice Chairman and Executive Chairman,

Thai Beverage Public Company Limited

Vice Chairman and Vice Executive Chairman,

Oishi Group Public Company Limited

Chairman and Chairman of Executive Board,

Chairman, Advance Agro Public Company Limited

Committee, True Corporation Public Company Limited

True Corporation Public Company Limited

Independent Director and Chairman of the Audit Committee,

Ambassador Extraordinary and Plenipotentiary of Canada Director, General of Department of Economic Affairs

1981 1979

2000-2001 1986-1992

2001-Present 2001-2005

Non-listed Companies

143

Director, Mahidol Wittayanusorn School (Public Organization) President, The Telecommunications Association of Thailand under Royal Patronage Chairman, The Aeronautical Radio of Thailand Limited Rector, King Mongkut’s Institute of Technology Ladkrabang

Companies Listed on the Stock Exchange of Thailand 1999-Present Independent Director and Member of the Audit Committee, True Corporation Public Company Limited 2004-Present Independent Director and Chairman of the Audit Committee, ACL Bank Public Company Limited

United States of America Ambassador Extraordinary and Plenipotentiary of Belgium and the European Community

Permanent Secretary of the Ministry of Foreign Affairs Ambassador Extraordinary and Plenipotentiary of the

1991-1992 1988 1984

Chairman, K Line (Thailand) Company Limited and its subsidiaries

1998-Present

Non- listed Companies

1998-Present

Companies Listed on the Stock Exchange of Thailand

Present

Non-listed Companies

1998-Present

Master of Laws, Harvard University, USA

Major Experience

Companies Listed on the Stock Exchange of Thailand

Thammasat University

Honorary Master Degree of Economics,

Education

Annual Registration Statements (Report Form 56-1)


Appendix 1

Mr. Sumet Jiaravanon

Mr. Dhanin Chearavanont

Mr. Joti Bhokavanij

Name

Vice Chairman

Chairman

Independent Director and Member of the Audit Committee

Position

73

68

65

Ownership

(year)

150,000 shares

-

-

(31/12/07)

True Share

Age

True Corporation Public Company Limited

Mr.Chatchaval’s father

Education

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP) - Chairman 2000

Marketing Management Programme, Stanford University, Graduate School of Business, USA

Programme for Management Development, Harvard Business School, USA

Fellow of the Association of Chartered Certified Accountants, England

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

Secondary School Sarasitphitayalai, Ratchaburi

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP)

The National Defence College of Thailand

Shantou Secondary School The People’s Republic of China

Mr. Suphachai’s and Commercial School Mr. Soopakij’s father Hong Kong

-

Relationship

Family

1993- Present Present

144

Executive Chairman, Charoen Pokphand Group Company Limited Director, Subsidiaries of True Corporation Public Company Limited

Non-listed Companies

Companies Listed on the Stock Exchange of Thailand 1993-Present Vice Chairman, True Corporation Public Company Limited

Non-listed Companies Present Chairman, Subsidiaries of True Corporation Public Company Limited Chairman, True Move Company Limited Chairman and Chief Executive Officer, Charoen Pokphand Group Company Limited and its subsidiaries Chairman, Subsidiaries of Charoen Pokphand Foods Public Company Limited Chairman, Subsidiaries of CP All Public Company Limited

Companies Listed on the Stock Exchange of Thailand Present Chairman, True Corporation Public Company Limited Chairman, Charoen Pokphand Foods Public Company Limited Chairman, CP All Public Company Limited Honorary Chairman, Siam Makro Public Company Limited

Non-listed Companies 2002-Present Director, True Move Company Limited

Companies Listed on the Stock Exchange of Thailand 1999-Present Independent Director and Member of the Audit Committee, True Corporation Public Company Limited Chief Executive Officer, 2004-2006 ACL Bank Public Company Limited Executive Chairman, TISCO Finance Public Company Limited 2000-2001 President & CEO, Thai Wah Group of Companies 1994-1997 Managing Director and Consul-General of Denmark for Bangkok 1992-1994 The East Asiatic (Thailand) Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)


Vice Chairman

Vice Chairman and Group General Counsel

Mr. Chaleo Souvannakitti

Mr. Athueck Asvanund*

Appendix 1

* Authorized Signatory

Vice Chairman

Position

Dr. Ajva Taulananda

Name

56

79

70

Ownership

1,000,046 shares

3,350,000 shares

-

(31/12/07)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

-

-

Relationship

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP)

Training Capital Market Academy Leader Program

Bachelor of Laws (Honours), Thammasat University

Master Degree of Laws, specialized in International Legal Studies, New York University, USA

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

Bachelor of Accounting, Faculty of Commerce and Accountancy, Chulalongkorn University

Master Degree of Business Administration, Indiana University, USA

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP) - Chairman 2000 - Director Certification Program (DCP)

Special Certificate: Public â&#x20AC;&#x201C; Private joint defence curricum, Class 1, The National Defence College of Thailand

Bachelor of Industrial Engineering, Chulalongkorn University

Master Degree of Industrial Engineering, Iowa State of University, USA

Doctorate of Industrial Engineering and System, Illinois Institute of Technology, USA

Honorary Doctorate of Engineering, Chulalongkorn University

Honorary Doctorate of Engineering, Ramkhamhaeng University

Honorary Doctorate of Management, The University of Thai Chamber of Commerce

Education

145

Non-listed Companies Vice Chairman and Group General Counsel, Subsidiaries of True 1997-Present Corporation Public Company Limited Group General Counsel, Charoen Pokphand Group Company Limited and its subsidiaries Director, True Visions Public Company Limited and its subsidiaries Director, True Move Company Limited 2002-Present Director, Aqua-Agri Foods International, Inc. Present Associate Judge, Central Intellectual Property and International Trade 2001-2006 Court Baker & McKenzie 1978-1997 Part-time Lecturer, Business Law, Faculty of Law, Present Chulalongkorn University

Companies Listed on the Stock Exchange of Thailand 1997-Present Vice Chairman and Group General Counsel, True Corporation Public Company Limited Advisor to the Board of Directors, CP All Public Company Limited

Non-listed Companies 1992-Present Director, Telecom Holding Company Limited Present Director, Subsidiaries of True Corporation Public Company limited

Companies Listed on the Stock Exchange of Thailand 1992-Present Vice Chairman, True Corporation Public Company Limited

Non-listed Companies 1992-Present Vice Chairman, Charoen Pokphand Group Company Limited Honorary Chairman, The Thai Chamber of Commerce and Board of Trade of Thailand Deputy Minister, Ministry of Agriculture and Cooperatives 1991-1992 Present Director, Subsidiaries of True Corporation Public Company Limited

Companies Listed on the Stock Exchange of Thailand 1992-Present Vice Chairman, True Corporation Public Company Limited 1993-1999 Director and President, True Corporation Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)


Director, President and Chief Executive Officer

Mr. Suphachai Chearavanont*

Appendix 1

* Authorized Signatory

Position

Name

40

Ownership

(year)

1,250,000 shares

(31/12/07)

True Share

Age

True Corporation Public Company Limited

Mr. Dhanin’s son Mr. Supakij’s younger brother

Relationship

Family

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

Bachelor of Business Administration in Financial Management Boston University, USA

Education

Executive Vice President, Business Operations General Manager, East Region Senior Vice President, Planning and Project Coordination & Support Vice President, the Operation Room Senior Officer, the President’s Office

Chief Executive Officer, True Visions Public Company Limited Chief Executive Officer, True Move Company Limited Chairman, Pantavanij Company Limited Chairman, Freewill Solutions Company Limited Chairman, Wire & Wireless Company Limited President, Asia Multimedia Company Limited Chief Operating Officer, True Visions Cable Public Company Limited (Formerly named UTV Cable Network Public Company Limited)

1996 1995 1994 1993 1992 Non-listed Companies 2006-Present 2002-Present 2001-Present 2000-2005 1999-Present 1996 1995

2005-2007

1999-Present

2006-Present

Thailand under the Royal Patronage (TCT) Member of the Listed Companies Association (LCA)

146

Member of the Thai Red Cross Eyebank Committee Director & Advisor of the Telecommunications Association of

Tourism & Sports

Social Contributions & Other Experience 2007-Present Member of the Bid Committee of Bangkok for the Host City of the 1st Summer Youth Olympic Games in 2010, Ministry of

- Shanghai Lotus Supermarket Chain Store Company Limited

- Chia Tai Enterprises International Limited - Chia Tai International Finance Company Limited

- Pantavanij Company Limited - CPPC Public Company Limited

- True Visions Public Company Limited - Other subsidiaries of True Corporation Public Company Limited

- True Corporation Public Company Limited - True Move Company Limited

1 Year with Siam Makro Company Limited

1989 Directorships

2 Years with Vinythai Company Limited 1 Year with Soltex Federal Credit Union, USA

1991 1990

Managing Director, Wire & Wireless Company Limited

President and Chief Executive Officer Senior Executive Vice President

1999-Present 1997

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)


Jiaravanon*

Appendix 1

* Authorized Signatory

Mr. Vichaow Rakphongphairoj*

Mr. Chatchaval

Mr. Soopakij Chearavanont*

Name

Director Managing Director and Chief Operating Officer

Director and Managing Director Group Investment

Director

Position

-

364,058 Shares

45

50

-

(31/12/07)

Ownership

44

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

Mr. Sumet’s son

Mr. Dhanin’s son Mr. Suphachai’s elder brother

Relationship

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP)

Bachelor of Electrical Engineering Arizona State University, USA

Master Degree of Electrical Engineering University of Wisconsin, USA

Master Degree of Business Administration Pepperdine University, USA

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP)

Bachelor of Science Business Administration University of Southern California, USA

- None -

Related training programs held by the Thai Institute of Directors Association (IOD)

Bachelor of Business Administration, New York University, USA

Education

Co-Chairman, Shanghai Kinghill Limited - Super Brand Mall Chairman, Chia Tai Enterprises International Limited Chairman, True Visions Public Company Limited Executive Chairman, Telecom Holding Company Limited Chief Executive Officer, Real Estate & Land Development Business (China), Charoen Pokphand Group Company Limited Vice Chairman, Automotive industrial Products and Finance Business, Charoen Pokphand Group Company Limited Vice Chairman, Real Estate and Land Development Business (Thailand) Charoen Pokphand Group Company Limited Vice Chairman, Marketing and Distribution Business (China), Charoen Pokphand Group Company Limited Director, True Move Company Limited Director, Subsidiaries of True Corporation Public Company Limited

President and CEO, Telecom Holding Company Limited CEO, True Multimedia Company Limited, True Internet Company Limited and Asia Infonet Company Limited Chairman, Thai Kodama Company Limited Director, Thai Kodama Company Limited Director, Metro Machinery Company Limited Director, Subsidiaries of True Corporation Public Company Limited

Non-listed Companies Present

147

Director, Subsidiaries of True Corporation Public Company Limited

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited Director, Managing Director and Chief Operating Officer 2000-Present E.V.P., Business & Enterprise 1998-2000 E.V.P., Central Operation & Information Technology 1997-1998 Region Director, Bangkok-Southeast Region 1996-1997 1995-1996 Region Director, Bangkok-West Region

2006-Present 1992-2005 1990-Present Present

Non-listed Companies 2000-Present 1997-Present

Companies Listed on the Stock Exchange of Thailand 1993-Present Director and Managing Director-Group Investment, True Corporation Public Company Limited Director and Member of the Audit Committee, 2001-Present Ticon Industrial Connection Public Company Limited

Non-listed Companies Present

Companies Listed on the Stock Exchange of Thailand Present Director, True Corporation Public Company Limited Director, CP All Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)


Director

Director

Director

Mr. Jens B. Bessai

Mr. Norbert Vay

Mr. Harald Link

Appendix 1

Director

Position

Mr. Umroong Sanphasitvong

Name

53

56

37

55

Ownership

50,000 shares

-

-

384,000 shares

(31/12/07)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

-

-

-

Relationship

Aug 1, 2003-Present

Non-listed Companies Present

Deputy Group CFO, Charoen Pokphand Group Company Limited Director, Ayudhya Allianz C.P. Life Public Company Limited Director, CPPC Public Company Limited Director, VinaSiam Bank

Companies Listed on the Stock Exchange of Thailand 2001-Present Director, True Corporation Public Company Limited Present Director, CP All Public Company Limited

Major Experience

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

MBA, St. Gallen University, Switzerland

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

MBA (Dipl. Kaufmann): University of Mannheim

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

KfW First Vice President & Head of Department KfW Vice President & Deputy Head of Department (Asset Finance and Export & Project Finance) KfW Project Manager Aircraft & Export - Financing BHF-Bank branch manager

Non-listed Companies 1987-Present

Managing Partner, B. Grimm & Co. R.O.P. Chairman, B. Grimm Group of Companies

Companies Listed on the Stock Exchange of Thailand 2000-Present Director, True Corporation Public Company Limited 1998-Present Director, Siam City Cement Public Company Limited

1981-1988 1978-1981

Non-listed Companies 2004-Present 1988-2004

148

Head of KfWâ&#x20AC;&#x2122;s South-East Asia Regional Office, Bangkok Senior Officer of KfWâ&#x20AC;&#x2122;s South-East Asia Regional Office, Bangkok KfW Export and Project Finance, Frankfurt am Main Deutsche Bank, Osnabruck

Companies Listed on the Stock Exchange of Thailand 2007-Present Director, True Corporation Public Company Limited

Non-listed Companies 2007-Present 2006-2007 1998-2006 1990-1992

Master Degree of Business Administration of J.W. Goethe-University of Frankfurt am Companies Listed on the Stock Exchange of Thailand Main, Germany 2007-Present Director, True Corporation Public Company Limited

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP)

Bachelor of Accounting, Thammasat University

Master Degree of Accounting, Thammasat University

Education

Annual Registration Statements (Report Form 56-1)


Director

Dr. Lee G. Lam

Appendix 1

Position

Name

48

Ownership

-

(31/12/07)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

Relationship

Major Experience

1999-2001

Non-listed Companies 2001-2003

Managing Director, BOC International Holdings Limited (“BOCI”) Executive Director, Singapore Technologies Telemedia Partner-in-charge, Heidrick & Struggles President & CEO, Millicom International Cellular Asia Pacific Operations Managing Partner, A.T. Kearney, Inc. General Manager, Cable & Wireless/Hongkong Telecom Senior Executive, Bell Canada

Companies Listed on the Hong Kong Stock Exchange 2003-Sep 15, 2006 President & CEO / Vice Chairman of the Board Chia Tai Enterprises International Limited

Companies Listed on the Stock Exchange of Thailand 2003-Present Director, True Corporation Public Company Limited

1998-1999 Related training programs held by the Thai Institute of Directors Association (IOD) 1996-1998 - Director Accreditation Program 65 (DAP65) – Governance Training for Listed Company Director (date: August 7, 2007) 1993-1995 1989-1993 1981-1989

LLB (Hons) in Law, Manchester Metropolitan University, U.K.

Post-graduate Diploma in English and Hong Kong Law, Manchester Metropolitan University, U.K.

Post-graduate Diploma of Public Administration, Carleton University, Canada

Bachelor of Sciences and Mathematics, University of Ottawa, Canada

Master Degree of Systems Science and MBA, University of Ottawa, Canada

Doctorate of Philosophy, University of Hong Kong

Education

149

Annual Registration Statements (Report Form 56-1)


Appendix 1

Mr. Suphachai Chearavanont

Name

Director, President and Chief Executive Officer

Position

Executive Officers’ Information (As of 31st December 2007)

40

Ownership

1,250,000 shares

(31/12/07)

True Share

Age

(year)

True Corporation Public Company Limited

Family

Mr. Dhanin’s son Mr. Supakij’s younger brother

Relationship

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

Bachelor of Business Administration in Financial Management Boston University, USA

Education

Executive Vice President, Business Operations General Manager, East Region Senior Vice President, Planning and Project Coordination & Support Vice President, the Operation Room Senior Officer, the President’s Office

Chief Executive Officer, True Visions Public Company Limited Chief Executive Officer, True Move Company Limited Chairman, Pantavanij Company Limited Chairman, Freewill Solutions Company Limited Chairman, Wire & Wireless Company Limited President, Asia Multimedia Company Limited Chief Operating Officer, True Visions Cable Public Company Limited

1996 1995 1994 1993 1992 Non-listed Companies 2006-Present 2002-Present 2001-Present 2000-2005 1999-Present 1996 1995

Thailand under the Royal Patronage (TCT) Member of the Listed Companies Association (LCA) 2005-2007

150

Member of the Thai Red Cross Eyebank Committee Director & Advisor of the Telecommunications Association of

2006-Present 1999-Present

the 1st Summer Youth Olympic Games in 2010, Ministry of Tourism & Sports

Social Contributions & Other Experience 2007-Present Member of the Bid Committee of Bangkok for the Host City of

- Shanghai Lotus Supermarket Chain Store Company Limited

- CPPC Public Company Limited - Chia Tai Enterprises International Limited - Chia Tai International Finance Company Limited

- Other subsidiaries of True Corporation Public Company Limited - Pantavanij Company Limited

- True Move Company Limited - True Visions Public Company Limited

- True Corporation Public Company Limited

1 Year with Siam Makro Company Limited

1989 Directorships

2 Years with Vinythai Company Limited 1 Year with Soltex Federal Credit Union, USA

1991 1990

(Formerly named UTV Cable Network Public Company Limited) Managing Director, Wire & Wireless Company Limited

President and Chief Executive Officer Senior Executive Vice President

1999-Present 1997

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)


Appendix 1

Mr. Athueck Asvanund

Jiaravanon

Vice Chairman and Group General Counsel

Director and Managing Director Group Investment

Director Managing Director and Chief Operating Officer

Mr. Vichaow Rakphongphairoj

Mr. Chatchaval

Position

Name

Ownership

(year)

364,058 Shares

-

1,000,046 shares

50

45

56

(31/12/07)

True Share

Age

True Corporation Public Company Limited

-

Mr. Sumetâ&#x20AC;&#x2122;s son

-

Relationship

Family

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP)

Training Capital Market Academy Leader Program

Bachelor of Laws (Honours), Thammasat University

Master Degree of Laws, specialized in International Legal Studies, New York University, USA

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP)

Bachelor of Science Business Administration University of Southern California, USA

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP)

Bachelor of Electrical Engineering Arizona State University, USA

Master Degree of Electrical Engineering University of Wisconsin, USA

Master Degree of Business Administration Pepperdine University, USA

Education

Director, Subsidiaries of True Corporation Public Company Limited

President and CEO, Telecom Holding Company Limited CEO, True Multimedia Company Limited, True Internet Company Limited and Asia Infonet Company Limited Chairman, Thai Kodama Company Limited Director, Thai Kodama Company Limited Director, Metro Machinery Company Limited Director, Subsidiaries of True Corporation Public Company Limited

151

Non-listed Companies 1997-Present Vice Chairman and Group General Counsel, Subsidiaries of True Corporation Public Company Limited Group General Counsel, Charoen Pokphand Group Company Limited and its subsidiaries Director, True Visions Public Company Limited and its subsidiaries Director, True Move Company Limited 2002-Present Present Director, Aqua-Agri Foods International, Inc. Associate Judge, Central Intellectual Property and International Trade 2001-2006 Court Baker & McKenzie 1978-1997 Part-time Lecturer, Business Law, Faculty of Law, Present Chulalongkorn University

Companies Listed on the Stock Exchange of Thailand 1997-Present Vice Chairman and Group General Counsel, True Corporation Public Company Limited Advisor to the Board of Directors, CP All Public Company Limited

2006-Present 1992-2005 1990-Present Present

Non-listed Companies 2000-Present 1997-Present

Companies Listed on the Stock Exchange of Thailand 1993-Present Director and Managing Director-Group Investment, True Corporation Public Company Limited Director and Member of the Audit Committee, 2001-Present Ticon Industrial Connection Public Company Limited

Non-listed Companies Present

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited Director, Managing Director and Chief Operating Officer 2000-Present E.V.P., Business & Enterprise 1998-2000 E.V.P., Central Operation & Information Technology 1997-1998 Region Director, Bangkok-Southeast Region 1996-1997 Region Director, Bangkok-West Region 1995-1996

Major Experience

Annual Registration Statements (Report Form 56-1)


Managing Director Office / SME Solution & Wireless Access

Mr. Adhiruth Thothaveesansuk

Appendix 1

Chief Financial Officer (On 1 January 2008, Mr. Noppadol was appointed to be Chief Financial Officer to replace Mr. William Harris)

Position

Mr. Noppadol Dej-Udom

Name

Ownership

(year)

-

850,404 shares

40

44

(31/12/07)

True Share

Age

True Corporation Public Company Limited

-

-

Relationship

Family

- Director Diploma of Australian Institution of Director 2005

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP)

Bachelor of Industrial Management, Thammasat University

Master Degree of Finance & Marketing, Indiana University of Pennsylvania, USA

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

Bachelor Degree in Mechanical Engineering, Rensselaer Polytechnic Institute, USA

Master Degree in Business Administration, Sasin Graduate Institute of Business Administration of Chulalongkorn University

Education

Non-listed Companies President, Asia Wireless Communication Company Limited Present President, True Money Company Limited Director, True Visions Public Company Limited Chief Commercial Officer, True Move Company Limited 2002 General Manager, Wire & Wireless Company Limited 1998-2002 President, Asia Wireless Communication Company Limited 1998-2001

Companies Listed on the Stock Exchange of Thailand Present Managing Director - Office / SME Solution & Wireless Access True Corporation Public Company Limited 2001 Executive Vice President, True Corporation Public Company Limited

Non-listed Companies Present Director, True Internet Company Limited Director, True Internet Data Center Company Limited Director, True Universal Convergence Company Limited Director, True International Communication Company Limited Director, Future Gamer Company Limited Director, MKSC World Dot Com Company Limited Director, Internet Knowledge Service Center Company Limited Director, True Music Company Limited Director, KSC Commercial Internet Company Limited Director, Internet Shopping Mall Company Limited Director, Online Advertising Goldsite Company Limited Director, Telecom KSC Company Limited Director, BeBoydCG Company Limited Director, NC True Company Limited Managing Director, True Universal Convergence Company Limited 2007 - 2007 Managing Director, True Public Communication Company Limited 2007 - 2007 Managing Director, True International Communication Company Limited 2007 - 2007 Managing Director, True Internet Gateway Company Limited 2006 - 2007 Managing Director, True Digital Entertainment Company Limited 2005 - 2007 Managing Director, True Internet Company Limited 2003 - 2007 Vice President, Corporate Finance & Business Development Department, 1997 - 1998 Asia Multimedia Company Limited

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited Present Chief Finance Officer 2003 â&#x20AC;&#x201C;2007 Director & General Manager - Online 2000 - 2003 Senior Vice President - Corporate Finance 1998 - 2000 Vice President - Strategic Planning & Business Development Department

Major Experience

152

Annual Registration Statements (Report Form 56-1)


Managing Director Corporate Solution, Wholesales & Data

Managing Director Home / Consumer Solution & Highspeed Access

Mr. Songtham Phianpattanawit

Mr. Thiti Nantapatsiri

Appendix 1

Position

Name

53

49

Ownership

(year)

-

220,700 Shares

(31/12/07)

True Share

Age

True Corporation Public Company Limited

-

-

Relationship

Family

1997

1998

2001-2002 2000

2001-2003

2006-Present

Present

Executive Director - Corporate Solution, True Move Company Limited Acting President, True Multimedia Company Limited Acting President, Wire & Wireless Company Limited President, True Internet Data Center Company Limited Executive Committee, Pantavanij Company Limited Director, Freewill Solution Company Limited Director, True Internet Gateway Company Limited Director, Bangkok Inter Teletech Public Company Limited Country General Manager / MD, IBM Thailand Company Limited Chairman, IBM Solution Delivery Company Limited Director, IBM Storage Product Thailand Company Limited Director, Sales & Marketing, IBM Thailand Company Limited Country Manager System Sales, IBM Thailand Company Limited Country Manager Finance & Administration and CFO, IBM Thailand Company Limited Service Business Executive, IBM Thailand Company Limited

Present

1992-2000

2001-2002

Non-listed Companies President & CEO, Hutchison CAT Wireless Multimedia Company Limited President & CEO, Hutchison Telecommunications (Thailand) Company Limited Director, Subsidiaries of True Corporation Public Company Limited

Companies Listed on the Stock Exchange of Thailand Present Managing Director - Home / Consumer Solution & Highspeed Access, True Corporation Public Company Limited Executive Vice President, Loxley Public Company Limited Related training programs held by the Thai Institute of Directors Association (IOD) 1999-2003 First Senior Vice President, Loxley Public Company Limited 1997-1999 - None Bachelor Degree of Engineering (Electrical), King Mongkutâ&#x20AC;&#x2122;s Institute of Technology, Ladkrabang Campus

Major Experience

Companies Listed on the Stock Exchange of Thailand Present Managing Director - Corporate Solution ,Wholesales & Data, True Corporation Public Company Limited

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP no.54) Non-listed Companies

Bachelor of Science (Computer Science), University of South Alabama, USA

Education

153

Annual Registration Statements (Report Form 56-1)


Mr. Sumet

Mr. Joti

Mr. Chaleo

Dr. Ajva

Dr. Kosol

Mr. Chatchaval

Mr. Soopakij

Mr. Supachai

Mr. Narong

Mr. Vitthya

Mr. Athueck

Mr. Harald

Mr. Vichaow

Mr. Umroong

Dr. Lee G.

Mr. Jens B.

Mr. Norbert

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

/ / / / / /

VC

/ / / / / /

VC

VC

/

VC

C

* Independent Director

Vay

Bessai

Lam

Sanphasitvong

Rakphongphairoj

Link

Asvanund

Vejjajiva*

Srisa-an*

Chearavanont

Chearavanont

Jiaravanon

Petchsuwan*

Taulananda

Souvannakitti

Bhokavanij*

Jiaravanon

Chearavanont

Appendix 1

Mr. Dhanin

1.

Name

True

Information of Directors and Executive Officers (As of 31th December 2007)

True Corporation Public Company Limited

Subsidiaries/Associated Companies

Annual Registration Statements (Report Form 56-1)

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/

/

/

/ /

/ / / / /

/

/

/

/ / /

/ / /

C = Chairman

/

/ /

/ / / / / / / / /

/

/ / /

/ / / / /

/ /

/

/

/

/

VC = Vice Chairman

/

/

/

/

/

/ /

/ / /

/ / /

/ / /

/ /

/ /

/

/

/ /

/ / /

/ = Director

/

/

/ / / / / /

/ / / / / /

/ / / / / / /

/ / / / / /

/

/ /

/ /

/ / /

/ / /

/

154

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV UBCF MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR AnyMobile Future Gamer OS


True Distribution and Sales Co., Ltd.

True Internet Gateway Co., Ltd. (Formerly named: Sky Office Co., Ltd.)

True Public Communication Co., Ltd. (Formerly named: Chachoengsao Sky Network Co., Ltd.)

Cineplex Co., Ltd.

Red Media Co., Ltd.

TDS

TIG

TPC

CNP

RM

Online Advertising Goldsite Co., Ltd.

BeboydCg Co., Ltd.

True Magic Co., Ltd.

AnyMobile, Inc. (Registerred in foreign)

Online Station Co., Ltd.

KSC

OAGS

Beboyd

True Magic

AnyMobile

OS

Appendix 1

True Music Co., Ltd. (Formerly named: Internet KSC Co., Ltd.)

KSC Commercial Internet Co., Ltd.

TMS

True Visions Cable Public Company Limited (Formerly named: UBC Cable Network Pcl.)

Asia Remanufacturing Industries Co., Ltd.

ARM

UBC Fantasia Co., Ltd.

Thai Smart Card Co., Ltd.

TSC

UBCF

True Move Company Limited

TMV

TVSC

Telecom International China Co., Ltd. (Registerred in foreign)

Telecom Inter

True Internet Data Center Co., Ltd.

TIDC

Nilubon Co., Ltd. (Registerred in foreign)

Asia Wireless Communication Co., Ltd.

AWC

TA Orient Telecom Investment Co., Ltd. (Registerred in foreign)

Asia DBS Public Company Limited

Asia DBS

TA Orient

True Money Co., Ltd.

TMN

Full Name

Nilubon <BVI>

K.I.N. (Thailand) Co., Ltd.

Wire & Wireless Co., Ltd.

TLR

W&W

True Lifestyle Retail Co., Ltd.

TE

K.I.N.

Telecom Holding Co., Ltd.

Tele Engineering and Services Co., Ltd.

TH

True Corporation Public Company Limited

True

Abbreviation

Remark:

True Corporation Public Company Limited

Future Gamer

TMR

TIC

TKSC

ISM

IKSC

MKSC

SSV

IBC

CTV

TUC

SM

SD

NC True

NEC

TVS

BITCO

CHV Music

K.I.N. <BVI>

TDE

TM

AI

True Internet

TT

TT&D

TI

TLS

TP

Abbreviation

Future Gamer Co., Ltd.

True Music Radio Co., Ltd. (Formerly named: Wave Worker Co., Ltd.)

155

True International Communication Co., Ltd. (Formerly named: N&T Communication Co., Ltd.)

Telecom KSC Co., Ltd.

Internet Shopping Mall Co., Ltd.

Internet Knowledge Service Center Co., Ltd.

MKSC World Dot Com Co., Ltd.

Satellite Service Co., Ltd.

IBC Symphony Co., Ltd.

Click TV Co., Ltd.

True Universal Convergence Co., Ltd. (Formerly named: R&R COMMUNICATION Co., Ltd.)

Samut pakan Media Corporation Co., Ltd.

Song Dao Company Limited

NC True Co., Ltd.

NEC Corporation (Thailand) Co., Ltd.

True Visions Public Company Limited (Formerly named: United Broadcasting Corporation Pcl.)

Bangkok Inter Teletech Public Company Limited

Channel [V] Music (Thailand) Co., Ltd. (Formerly named: Music Bus Co., Ltd.)

K.I.N. (Thailand) Co., Ltd. (Registerred in foreign)

True Digital Entertainment Co., Ltd.

True Multimedia Co., Ltd.

Asia Infonet Co., Ltd.

True Internet Co., Ltd.

True Touch Co., Ltd.

Telecom Training and Development Co., Ltd.

Telecom International Co., Ltd.

True Leasing Co., Ltd. (Formerly named: True Fleet Management Co., Ltd.)

True Properties Co., Ltd.

Full Name

Annual Registration Statements (Report Form 56-1)


Mr. Montree

Mr. Chaturong

Mr. Kachorn

Mr. Anat

Mr. Kiyofumi

Mr. Non

Maj.Gen.M.R.Suphawat Khasemsri

Mr. William

Mr. Noppadol

Mr. Thanachai

Mr. Thavorn

Pol.GenNopadol Somboonsub

Mr. Wasan

Mr. Adhiruth

Mrs. Thippawan Wuttisarn

Mr. Visit

Mr. Songtham

Mr. Thiti

Mr. Sompol

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

Appendix 2

Gen. Suchinda

3.

Chanprasert

Nantapatsiri

Phianpattanawit

Rakvisitwong

Thothaveesansuk

Ourrat

Nakbutr

Wongthongsri

Dej-Udom

Harris

Ingkutanon

Kusaka

Mekpaiboonvatana

Chiaravanont

Chatupparisoot

Navikapol

Kraprayoon

Arunanondchai

Mr. Sunthorn

2.

Tieanworn

Mr. Min

1.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31th December 2007)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/

/ /

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/ /

/

/

/

/ /

/

/ /

/ /

/ /

/ /

/ /

/ /

/

/ / / /

/ /

/

156

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV UBCF MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR AnyMobile Future Gamer OS


Mr. Hans Roger Snook

Mr. Sompan

Mr. David Francois Theron

Mr. Visit

Mrs. Phenthippha Dulyachinda

Mr. Sahai

Mr. Kosak

Mr. Pisit

Mrs. Preeprem

Mr. Watchara

Mrs. Uraiwan

Mrs. Alisa

Mr. Paisit

Mr. Tomohilo

Mr. Fumiarki

Mr. Sanguansak Bhaesajsanguan

Mr. Carl

Mr. Taek-Jin

Mr. Christopher Dong Chung

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

44.

Appendix 2

Dr. Vallobh

25.

Kim

Goodier

Yamada

Yaki

Vatjanapagorn

Wannakarnsopon

Seangkeaw

Kanjanapun

Seriwong

Pakkasem

Chairasamisak

Supsunthornkul

Tantisunthorn

Charumilinda

Vimolvanich

Bussadeegarn

Mr. Taj

24.

Kornseri

Mr. Kashem

23.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31th December 2007)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

/

/

/ /

/

/

/

/

/ /

/ /

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/ /

/

/

/

157

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Col. M.L. Pongchomphunuch Thongtham

Mr. Terrence Michel Kamberland

Mr. Bearry Michel Smith

Mr. David George Len

Lee

Vijakkhana

Sriwattanathamma

Supachalasai

Uttapap

Mahapan

Suntharanund

Gen. Boonlert

Mr. Sarit

Mr. Daecha

Mr. Supoj

Mr. Wanniwat

Mr. Papon

Mr. Sayan

Mr. Jae Ho

Dr. Chitti

Dr. Jen

Mr. Songpol

Mr. Polpan

Mr. Supoj

Dr. Pishnu

48.

49.

50.

51.

52.

53.

54.

55.

56.

57.

58.

59.

60.

61.

62.

63.

64.

65.

66.

Appendix 2

Mr. Thaweechai Pureetip

Teinsumran

Mr. Vasu

47.

Ratanachaikanont

Srikraivin

Limsuansub

Singchinsuk

Jinnasith

Kaewprasith

Khunvasi

Bunajinda

Mr. Khanchit

46.

Suwanwat

Mr. Watcharin

45.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31th December 2007)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

/

/

/

/

/

/ /

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/

158

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV UBCF MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR AnyMobile Future Gamer OS


Vuntanadit

Sujaritpanit

Sattayakitkajon

Pireepinart

Mr. Suphakit

Mr. Somkiat

Mr. Sayan

Mr. Kreekorn

Mr. Attaphon

Mr. Ongard

Mr. Vinit

Mr. Hiroshi

Mr. Kenneth

80.

81.

82.

83.

84.

85.

86.

87.

88.

Appendix 2

Longsomboon

Mr. Nipon

79.

Dang

Wada

Lerdrattanachai

Prapakamol

Na Bangxang

Mrs. Worakanya Kosiyabong

78.

/

/

Kosiyabong

Mr. Cheewin

77.

/

/

/

/

Boonorm

Mr. Yuthana

76.

/

Patcharasopark

Mr. Somboon

75.

/

Tantinond

Mr. Prachub

74.

/

/

Kanlayavinai

Mr. Pon

73.

/

/ /

Khomnuan

Mr. Chayen

/

72.

/

Penrote

Mr. Kitikorn

71.

/

Sakauldos

/

Mr. Vasirious

/ /

70.

/

/

Rattanakul

/

Mr. Anotai

/

69.

/

Pol.Gen.Pornsak Durongkhaviboon

68.

/

Mr. Ardkit

Suntornwat

Annual Registration Statements (Report Form 56-1)

67.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31th December 2007)

True Corporation Public Company Limited

/

/

/

/

/

/

/

/

/

/

/

/

159

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV UBCF MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR AnyMobile Future Gamer OS


Mr. Hidetsune

Mr. Kul Pyo

Mr. Hyun Ku

Mr. Fumihiro

Mr. Masayuki

Mr. Park Sung

Mr. Mana

Mr. Isra

Mr. Sanga

Mr. Veerawat

Mr. Ngi

Mr. John Lau

Miss Laureen

Mr. Anthony

Miss Catherine

Mr. Sataporn

90.

91.

92.

93.

94.

95.

96.

97.

98.

99.

100.

101.

102.

103.

104.

105.

Appendix 2

Mr. Naoki

89.

Name

Panichraksapong

So

Howard Day

Elizabeth Ong

Yu Leung

Mann

Karnchanadun

Suriyamongkon

Taulananda

Prapakamol

Jun

Furihata

Katakura

Kang

Hong

Miyamachi

Kaneda

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31th December 2007)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

160

/ /

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV UBCF MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR AnyMobile Future Gamer OS


Telecom International China Co., Ltd. (Registerred in foreign)

True Move Company Limited

Thai Smart Card Co., Ltd.

Asia Remanufacturing Industries Co., Ltd.

Telecom Inter

TMV

TSC

ARM

Online Advertising Goldsite Co., Ltd.

BeboydCg Co., Ltd.

KSC

OAGS

Beboyd

Appendix 2

Online Station Co., Ltd.

KSC Commercial Internet Co., Ltd.

TMS

OS

True Music Co., Ltd. (Formerly named: Internet KSC Co., Ltd.)

UBCF

True Magic Co., Ltd.

UBC Fantasia Co., Ltd.

TVSC

AnyMobile, Inc. (Registerred in foreign)

True Visions Cable Public Company Limited (Formerly named: UBC Cable Network Pcl.)

RM

AnyMobile

Red Media Co., Ltd.

CNP

True Magic

True Public Communication Co., Ltd. (Formerly named: Chachoengsao Sky Network Co., Ltd.)

Cineplex Co., Ltd.

TPC

True Distribution and Sales Co., Ltd.

TA Orient Telecom Investment Co., Ltd. (Registerred in foreign)

TA Orient

True Internet Gateway Co., Ltd. (Formerly named: Sky Office Co., Ltd.)

Nilubon Co., Ltd. (Registerred in foreign)

Nilubon <BVI>

TIG

True Internet Data Center Co., Ltd.

TIDC

TDS

Asia DBS Public Company Limited

Asia Wireless Communication Co., Ltd.

True Money Co., Ltd.

TMN

AWC

Wire & Wireless Co., Ltd.

W&W

Full Name

Asia DBS

True Lifestyle Retail Co., Ltd.

K.I.N. (Thailand) Co., Ltd.

K.I.N.

Tele Engineering and Services Co., Ltd.

TLR

Telecom Holding Co., Ltd.

TH

TE

Abbreviation

Remark:

True Corporation Public Company Limited

Future Gamer

TMR

TIC

TKSC

ISM

IKSC

MKSC

SSV

IBC

CTV

TUC

SM

SD

NC True

NEC

TVS

BITCO

CHV Music

K.I.N. <BVI>

TDE

TM

AI

True Internet

TT

TT&D

TI

TLS

TP

Abbreviation

Future Gamer Co., Ltd.

True Music Radio Co., Ltd. (Formerly named: Wave Worker Co., Ltd.)

True International Communication Co., Ltd. (Formerly named: N&T Communication Co., Ltd.)

Telecom KSC Co., Ltd.

Internet Shopping Mall Co., Ltd.

Internet Knowledge Service Center Co., Ltd.

MKSC World Dot Com Co., Ltd.

Satellite Service Co., Ltd.

IBC Symphony Co., Ltd.

Click TV Co., Ltd.

True Universal Convergence Co., Ltd. (Formerly named: R&R COMMUNICATION Co., Ltd.)

Samut pakan Media Corporation Co., Ltd.

Song Dao Company Limited

NC True Co., Ltd.

NEC Corporation (Thailand) Co., Ltd.

True Visions Public Company Limited (Formerly named: United Broadcasting Corporation Pcl.)

Bangkok Inter Teletech Public Company Limited

Channel [V] Music (Thailand) Company Limited (Formerly named: Music Bus Co., Ltd.)

K.I.N. (Thailand) Co., Ltd. (Registerred in foreign)

True Digital Entertainment Co., Ltd.

True Multimedia Co., Ltd.

Asia Infonet Co., Ltd.

True Internet Co., Ltd.

True Touch Co., Ltd.

Telecom Training and Development Co., Ltd.

Telecom International Co., Ltd.

True Leasing Co., Ltd. (Formerly named: True Fleet Management Co., Ltd.)

True Properties Co., Ltd.

Full Name

161

Annual Registration Statements (Report Form 56-1)


TRUE : FORM 56-1 For the Year 2007