DIF : Annual Report 2016 by ar.trueif

Digital Telecommunications Infrastructure Fund 2016 Annual Report From 1 January2016 to 31 December 2016

2016 Annual Report - Digital Telecommunications Infrastructure Fund

Letter from the Asset Management Company April 11, 2017 To Unitholders, SCB Asset Management Co. Ltd. would like to submit the 2016 annual report of the Digital Telecommunications Infrastructure Fund (â&#x20AC;&#x153;The Fundâ&#x20AC;?) for the period between 1 January 2016 and 31 December 2016 to unitholders. The Fund was registered on December 23, 2013with Net Asset Value as of December 31, 2016of THB 84,907.94million or a net value of THB 14.6191per unit. During the period between 1January 2016 and 31 December 2016, the Fundâ&#x20AC;&#x2122;s total incomes and expenses were THB 6,309.98million and THB 1,020.90million, respectively, resulting in the net operating income in the period of THB 5,370.07million. In 2016, the Thai economy expanded 3.2 percent exceeding our expectation. Yet, business conditions have slowed. Growth was supported by temporary factors such as public budget expedition and short-term economic stimulus measures by the government. Such growth pattern only provided a temporary boost without creating business opportunities. On the contrary, domestic spending faced several hurdles. Household income remained under pressure from drought, falling commodity prices, and sluggish labor market. Moreover, private investment and exports struggled amid slow global economic recovery. Consequently, Thai business conditions showed signs of a slowdown even if GDP growth was higher than expected. In particular, demand for loan - business or consumption alike - decelerated, and loan quality deteriorated. Consumer and investor confidence also remained weak. Risks facing the Thai economy became more apparent in the second half of 2016.Added to the environment were unexpected shifts in international political landscape including the Brexit referendum and the U.S. Presidential election victory of Donald Trump, who campaigned on policies that opposed free trade.These changes along with the U.S. Fed's policy interest rate hike increased volatility in the global financial markets. The pace of capital outflows from Thailand was also quicked, raising long-term bond yields. Furthermore, later in the year, the Thai economy also faced discouraged atmosphere for consumption. The government's crackdown on zero-dollar tours hurt the number of incoming Chinese tourists, the major growth area for the Thai tourism and a key engine for Thailand's economic growth. For the overall telecommunication industry in 2016, for the mobile service business, voice revenue and nonvoice revenue of the main three mobile operators including AIS, True, and DTAC continued to grow. In 2016, total voice and non-voice revenue of these three operators grew at 2.11% compared to the prior year. The proportion of non-voice revenue to total revenue continues to grow as a result of changing consumer behavior

2016 Annual Report - Digital Telecommunications Infrastructure Fund which is geared toward much higher data consumption and lower voice minutes. In this regards, in 2015, there was the 900 MHz licenses which JAS won the auction. However, since JAS could not deliver the bank guarantee of approximately THB 72 billion as required by the Office of the NBTC within the specified deadline on March 21, 2015, the Office of the NBTC launched another auction round for 900 MHz license again on May 27, 2016 and there was merely one bidder, Advanced Wireless Network (AWN), a subsidiary of AIS, for THB 75,654 million, which is the price JAS waived. For the overall landscape of the fixed broadband service business, there was a continued growth in the number of users and penetration rate. As of the end of 3rd quarter of 2016, total number of household users was at 6,711 million households or an increase of 1.7% compared to the prior quarter. The overall Thailand’s penetration rate also increased to 31.75% or an increase of 0.6% compared to the prior quarter. However, total revenue from the fixed broadband business was pressured by continuing decrease in the service rate (THB perkbps). In 2016, the Fund had some key development includingthe Fund has already signed the additional lease agreement between DIF and DTAC Trinet Company Limited (“DTN”), which is the subsidiary of Total Access Communication Public Company Limited or DTAC, leasing the initial 115 towers in October 1, 2014. The endorsement of the additional lease agreement accentuates the practices in relation to the policies from Office of The National Broadcasting and Telecommunications Commission (“NBTC”) that support and promote infrastructure sharing among the operators. This can reduce the establishment of the towers for base station installment and redundant investments, leading to the efficient and productive use of the existing telecom assets in the country. In addition, the Fund has its operating policies emphasizing equal treatment for all operators who show their interest in leasing assets from the fund in order for the Fund to enhance its revenues and strengthen its financial status. The SCB Economic Intelligence Center (“EIC”) projects Thailand's GDP growth in 2017 at 3.3 percent. The Thai economy will receive a boost from recovery of household purchasing power and continued government spending. Rising commodity prices help support income of exporters and households in several agricultural sectors. Some Thai households also benefit from an increase in income tax deductions and the end of payment to car loans initiated during the first-car tax rebate program. Similarly, government spending will also increase on the back of infrastructure mega-project expansion. Furthermore, the Thai economy will also benefit from the continued government's efforts to use stimulus measures. Nonetheless, external risks to growth in 2017 remains elevated from protracted economic and international political issues since 2016. Key risks are such as fragile global recovery, unstable financial sector in Europe and China, and consequences of Brexit whose formal negotiation will start this year. New U.S. economic policies from President Donald Trump could negatively affect international trade and investment, limiting the recovery of Thailand's export sector and manufacturing industry. Moreover, a decline in growth of Chinese tourists as a result of the government's crackdown on zero-dollar tour could continue to hinder the Thai tourism sector this year.

2016 Annual Report - Digital Telecommunications Infrastructure Fund Global financial markets in 2017 remain volatile from monetary policy shifts in major economies. Monetary policy divergence will become more visible with the Fed continuing to normalize its policy interest rate in line with the brighter U.S. economic and inflation outlook. On the contrary, other major economies including Europe, Japan and China still face with domestic economic issues and cannot tighten their monetary policies in the same direction as the Fed. The divergence will lead to an uneven recovery in the global economy with sporadic volatility in the financial markets. In this environment, emerging economies including Thailand may experience additional capital outflows that lead to higher long-term bond yields. However, economic stability remains sound. EIC expects the Bank of Thailand to hold its policy rate at 1.5 percent throughout 2017 and the baht to depreciate to 37 per U.S. dollar by the end of the year. In 2016, Thailand's economic growth was supported by short-term economic stimulus measures by the government. Meanwhile, exports remained sluggish, and the private sector delayed investment plans. External risks from political transition and pressure on tourism elevated in the second half of the year. EIC projects Thailand's GDP growth in 2017 at 3.3 percent supported by improvements in household purchasing power and government spending. The Thai economy will receive a boost from growth in private consumption. Rising commodity prices help support income of exporters and households in several agricultural sectors. Some Thai households also benefit from an increase in income tax deductions and the end of payment to car loans initiated during the first-car tax rebate program. Similarly, government spending will also increase on the back of infrastructure mega-project expansion. The budget for public investment projects in 2017 is expected to double in size from the prior year. Furthermore, the Thai economy will also benefit from the continued government's efforts to use stimulus measures. Domestic risks hinge on the pace of government budget disbursement for infrastructure projects. The public projects are crucial for strengthening confidence of the private sector to invest. In addition, household debts remain at high levels and concentrate in low-income households, posing a risk to household spending. The Thai economy also confronts impact from the government's crackdown on zero-dollar tours that slow down growth of Chinese tourists, a major growth area for the Thai tourism, for longer than expected. Yet, external risks to growth in 2017 are heightened significantly. Changes in political landscape in the EU and a shift in policy directions under President Donald Trump add short-term financial volatility and potentially affect overall global trade and investment in the medium- to long-term. An economic slowdown and mounting corporate debts in China are also another set of issues to be closely monitored as the Thai economy relies heavily on the Chinese economy directly and indirectly. Furthermore, monetary policy divergence in major advanced economies could add volatility to asset prices and capital flow across borders. More specifically, the Fed is on track to increase its policy interest rate. While, other major economies including Europe, Japan and China still face with domestic economic issues and cannot tighten their monetary policies in the same

2016 Annual Report - Digital Telecommunications Infrastructure Fund direction as the Fed. The divergence will lead to an uneven recovery in the global economy with sporadic volatility in the financial markets. The Fed's rate hike will increase corporate's borrowing costs via bond issuance and weaken the Thai baht. In managing risks from economic uncertainties, the Bank plans to examine loan quality at borrower level on regular basis. This is to ensure adequate allowance for doubtful accounts and to establish a process to monitor loan distribution within loan portfolio in preparation for possible economic crises. The Bank also implements a stress test to determine adequacy of capital as a part of ICAAP enforced by the Bank of Thailand. In 2017, Information and Communication Technology (ICT) investment is projected at around THB 100 billion, 14% higher than the average investment during 2013-2015. The main key drivers are the expansion of 4G network, the roll-out of FTTx, and the implementation of governmentâ&#x20AC;&#x2122;s National Broadband (NBN) and submarine cable projects.In medium term, from 2018 to 2020, the number of fixed broadband subscribers is expected to grow at a slower pace (6-8% p.a.) as advanced mobile broadband (e.g. 4.5G/5G) is increasingly becoming a substitute service to fixed broadband. Internet Operators (ISPs) should develop new strategies to sustain revenue growth in the long run e.g. offering convergence (TV, mobile, internet), which provides opportunities to cross-sell and upsell the services. Regarding the fund management, the Fund plans to seek higher profits from Thailandâ&#x20AC;&#x2122;s new and emerging trend in the telecommunication industry; namely, the infrastructure integration and sharing and the continuing search for additional investments in telecommunication infrastructure assets in order to fuel revenue and dividend growth to unitholders. The Fund has proposed this integration and sharing idea to all telecommunication operators on the principle of shared slots. This infrastructure sharing is believed to have a strong expansion potential following the launch of the 4G license in Thailandthat forces all operators to expand their 4G service to stay competitive as well as to satisfy consumerâ&#x20AC;&#x2122;s needs for faster wireless broadband internet service. Finally, SCB Asset Management Co Ltd wishes to express our gratitude to unitholders who have trusted us to manage your fund. We will manage this fund by taking into consideration your best interest under the principles of corporate governance for your satisfaction. SCB Asset Management Company Limited Remark: Reference data from SCB Economic Intelligence Center (EIC)

2016 Annual Report - Digital Telecommunications Infrastructure Fund

Table of Contents 1

Fund Information ........................................................................................................................................... 1 1.1 Fund .......................................................................................................................................................................................1 1.2 Management Company .........................................................................................................................................................1 1.3 Fund Supervisor ....................................................................................................................................................................1

Policy and Overview of Industry and Implication on the Profit Seeking...................................................... 1 2.1 Vision, goal, target or strategy of the fund’s operation .........................................................................................................1 2.2 Major changes and milestones .............................................................................................................................................4 2.3 Relations with the asset management, or any of the major unitholders ...............................................................................6 2.4 Asset Information of the Fund ...............................................................................................................................................8 2.5 Seeking profit from the infrastructure business ..................................................................................................................12 2.6 Borrowing ............................................................................................................................................................................14

Overview of Industries Related to the Infrastructure Assets...................................................................... 15 3.1 Industry Overview................................................................................................................................................................15 3.2 Factors affecting the Fund’s future rent ..............................................................................................................................42 3.3 Marketing policy and competitions faced by the project ...................................................................................................43 3.4 Nature of products and services.........................................................................................................................................45

Risk Factors ................................................................................................................................................. 49 4.1 Risks Relating to the Fund ..................................................................................................................................................49 4.2 Risks Relating to the Telecom Infrastructure Business ......................................................................................................61 4.3 Risks Relating to True Group’s Telecommunications Business .........................................................................................69 4.4 Risks Relating to the Investment Units................................................................................................................................74

Legal disputes.............................................................................................................................................. 77

Other important information ........................................................................................................................ 78 6.1 Change of the Fund’s name .....................................................................................................Error! Bookmark not defined.

2016 Annual Report - Digital Telecommunications Infrastructure Fund 6.2 The Fund Supervisor’s relocation ............................................................................................Error! Bookmark not defined. 6.3 Registrar’s relocation................................................................................................................Error! Bookmark not defined. 6.4 Mutual Fund Supervisory Opinion .......................................................................................................................................79

Information of Investment Units of the Fund .............................................................................................. 81 7.1 Investment Units of the Fund ..............................................................................................................................................81 7.2 Unitholder Information .........................................................................................................................................................82 7.3 Total Payout Summary ........................................................................................................................................................83

Fund Management Structure ...................................................................................................................... 85 8.1 The Management Company................................................................................................................................................85 8.2 Telecom Asset Manager .....................................................................................................................................................97 8.3 The Fund Supervisor ...........................................................................................................................................................99 8.4 Investment Committee ......................................................................................................................................................101 8.5 Name, Address, and Office Number – Related Parties ....................................................................................................103 8.6 Historical Cases of Penalty and Fine ................................................................................................................................104

Supervision ................................................................................................................................................ 105 9.1 Supervision Policy .............................................................................................................................................................105 9.2 Sub-Committee..................................................................................................................................................................106 9.3 Supervision on the use of inside information ....................................................................................................................107 9.4 The Fund’s investment decision and management ..........................................................................................................107 9.5 Selection of the Asset Manager ........................................................................................................................................108 9.6 Supervision of the Asset Manager ....................................................................................................................................108 9.7 Monitoring the Fund’s interest ...........................................................................................................................................109 9.8 The Management Company’s fee .....................................................................................................................................109 9.9 Disclosure of information to unitholders............................................................................................................................110 9.10

Meeting and Voting Rights of Unitholders ...................................................................................................................110

9.11

Auditor’s fee .................................................................................................................................................................113

10 Social Responsibility.................................................................................................................................. 114

2016 Annual Report - Digital Telecommunications Infrastructure Fund 11 Internal control and risk management ...................................................................................................... 115 12 Connected Transaction ............................................................................................................................. 116 12.1

Transaction between the Fund vs. the Management Company and other related persons/Transaction relating to the

Management Company ...............................................................................................................................................................116 12.2

Transactions between the Fund vs. the Fund Supervisor and other persons relating to the Fund Supervisor .........116

12.3

Soft commission ...........................................................................................................................................................116

13 Key Financial Information.......................................................................................................................... 118 13.1

Financial Summary Tables ...........................................................................................................................................118

13.2

Financial Ratio ..............................................................................................................................................................122

14 Management Discussion and Analysis ..................................................................................................... 125 14.1

Analysis of past performance ......................................................................................................................................125

14.2

Forward looking statement ...........................................................................................................................................137

Section 1: Fund Operation of Digital Telecommunications Infrastructure Fund

2016 Annual Report - Digital Telecommunications Infrastructure Fund

1 Fund Information 1.1 Fund Name

Digital Telecommunications Infrastructure Fund

Ticker

DIF

1.2 Management Company Name

SCB Asset Management Company Limited

Address

7-8th Floor, SCB Park Plaza, Building 1 18 Ratchadapisek Rd., Chatuchak, Chatuchak, Bangkok 10900

Telephone

(66 2) 9491500

Fax

(66 2) 9491501

1.3 Fund Supervisor Name

KASIKORNBANK Public Company Limited

Address

33/4 The 9th Towers Grand Rama 9 (Tower A) Rama 9 Road, Huaykwang, Huaykwang, Bangkok 10310

Telephone

(66 2) 4703201

Fax

(66 2) 47019967

2 Policy and Overview of Industry and Implication on the Profit Seeking 2.1 Vision, goal, target or strategy of the fundâ&#x20AC;&#x2122;s operation The fund aims to be a leader to capitalize from the infrastructure integration and sharing in Thailand and to promote the use of telecommunication infrastructure offered by independent third party infrastructure providers on the principle of shared slots for the best interest of Thailand. This is akey concept actively Page1

2016 Annual Report - Digital Telecommunications Infrastructure Fund promoted by the NBTC to reduce redundant investments by mobile operators as an infrastructure construction is a capital-intensive business and thus tends to prevent the telecommunication business from being fully liberalized. The Management Company’s main goal in managing the Fund is to pay dividend to unitholders on a regular basis, to increase the Fund’s long-term Net Assets Value (NAV) and to seek an opportunity to additionally invest in an asset in order to increase investment return and the Fund’s NAV. Operating Strategy (a) To generate profit through operating leverage by achieving sales targets as anticipated which can be realized by maintaining good relationship with True Corporation Public Company Limited (“True”) and its subsidiaries and by seeking additional tenants and managing additional shared slots on the new 6,000 towers that True delivered to the Fund. The Fund’s strategy is to increasingly exploit the additional telecommunication towers and to increase investment returns where the Asset Manager is set to increase a number of tenants and to maximize the tenancy ratio on these additional towers to generate more revenues from the new towers. The Asset Manager will collaborate with planning and engineering network teams of other Thai mobile operators to seek new opportunities to use the Fund’s towers to respond to their network demands. By adding the number of tenants and by managing the shared slots to be rented by new customers, the Fund will be able to diversify its client base, increase its credit profile and maintain its long-term cash flow. New tenants and the management of the shared slots will materially improve the Fund’s operating margin since its incremental expenses from adding new tenants and managing new shared slots is minimal. These new telecommunication towers will be located at various sites nationwide and therefore will allow telecom operators to cover to the majority of population on 850 MHz, 900 MHz, 1800 MHz and 2100 MHz spectrums, making the new towers an interesting alternative for mobile operators to install the additional number of Node B compared to constructing their owntowers. In addition, the Fund strives to maintain its relationship with True Group and its subsidiaries through a mutual agreement to expand the asset base which should mutually benefit both parties. Based on this strategy, the Fund will have additional slots to fuel its future growth while True Group will find this a costeffective way to expand its network.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund (b) To expand the Fund’s telecommunication asset size by acquiring assets that can be shared from True Group or other telecom operators. The example includes the 1st additional telecommunications infrastructure business assets that the Fund invested in March 2015. At the end of December 2015, True had completed the delivery of the 6,000 Additional Telecommunications Towers and other related passive telecommunication assets to the Fund in accordance with the agreement. In addition, upon the expiration of the HSPA Network-Equipment Leasing Agreement, the Fund is entitled to not only own AWC’s telecommunication towers but also to purchase, through a call option, BFKT towers. Furthermore, the Fund is granted the right of first offer under the Asset and Revenue Sale and Transfer Agreement to buy additional asset or net revenue that True Group will choose to sell. Additional assets that the Fund purchases from True Group will be subleased, operated and managed by companies within True Group as anchor tenant/operator; or by new tenant/operator of shared slots under a long-term sub-lease, operation and management agreement in which an initial rent will be fixed with price adjustment factors being pre-determined. In addition, to continue increasing the Fund’s cash flow which will be positive for paying unitholders an investment return, the Fund will additionally seek new asset from True Group or someone else that contribute a strategic value for the sharing of infrastructure by several operators. With a plan to expand the Fund’s telecommunication infrastructure asset size on the basis of having an agreement executed in advance only, the Fund plans to ensure that assets additionally acquired by the Fund are able to generate incomes as soon as they are bought since this will reduce the execution risk while increasing cash flow and investment returns to unitholders by (1) reducing the Fund’s initial investment expense; and (2) by immediately generating a return in form of rent as soon as the cash is paid to acquire the additional asset. Regarding other future net asset or income that the Fund will receive from True Group, the Fund will have an independent asset appraisal produce an appraisal report to ensure that the transaction is carried on an arm’s length basis and for the best interest of unitholders. (c) To make an additional investment in the Fund’s existing assets to enhance its hosting capacity in order to respond to higher demands The Fund aims to make an additional investment in the Fund’s existing assets to enhance its hosting capacity. Such capacity enhancement shall be conducted by the tenant of the Fund in order to increase the number of lease slots; thus, increasing total capacity of existing towers. For FOC, the improvement in efficiency and bandwidth of the FOC and UBB system can also be done to enlarge the asset capacity or to keep pace with changing technology. Particularly, the future improvement may include (1) the retrofit of

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2016 Annual Report - Digital Telecommunications Infrastructure Fund some towers to add more lease slots and (2) the improvement in the transmission system equipment and network equipment. The Fund plans to make an additional investment on existing assets only if the tenant of the Fund agrees to lease those enhanced assets with pre-determined lease rate and such additional investment shall benefit the unitholders in a long run. (d) To efficiently manage the fund to support long-term growth and the long-term allocation of investment return to unitholders The Fund plans to manage its balance sheet with discipline. This includes an attempt to cap its debt to equity ratio to not exceed 3:1 as required by the securities law and the Fund Scheme. In addition, the Fund will maintain high liquidity so that it can pursue existing strategies for business expansion as well as distribute cash for unitholders in the long run. In addition, according to the debt covenants as specified in the Facility Agreement that the Fund signed with its credit facility providers, the Fund shall maintain its Interest-Bearing Debt to EBITDA not to exceed the maximum of 4.0 times. The Management Company believes that prudent capital management while keeping risk at the current low level will enable the Fund not only to access enough funding sources both in terms of equity and debt in the future depending on market condition at the time but also to expand and enhance the Fund’s telecommunication infrastructure assets.

2.2 Major changes and milestones 2.2.1 The Fund invested in the 1st additional telecommunications infrastructure business assets in March 2015 The Fund invested in the 1st additional telecommunications infrastructure business assets which included:(1) the right to receive net revenue derived from the lease of telecommunications infrastructure business assets of Asia Wireless Communication Co., Ltd. (“AWC”), which comprise telecommunications towers of approximately 338 towers and other relevant passive telecommunications infrastructure (if any) owned by AWC, comprising the net revenue to be generated from and including 1 March 2015 (or other date as agreed upon by the Fund and AWC) until the expiry date of the lease agreement of additional AWC telecommunications towers between AWC and BFKT (Thailand) Limited (“BFKT”), as amended, (“AWC Leasing Agreement”), including ownership in such telecommunications towers and other related passive telecommunications infrastructure (if any) owned by AWC, following the expiry date of the AWC Leasing Agreement and fulfillment of other conditions to be determined in the asset and revenue sale and transfer agreement. The Fund will enter into the asset and revenue sale and transfer agreement with AWC; and

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2016 Annual Report - Digital Telecommunications Infrastructure Fund (2) Long-term leasehold with a term of not exceeding 20 years of AWCâ&#x20AC;&#x2122;s telecommunications infrastructure business assets, which comprise fiber optic cables (FOC) for a distance of approximately 7,981 kilometres (or approximately 303,453 core kilometres), including call option of the FOC upon the expiration of the term of the long-term leasehold and fulfillment of other conditions to be determined in the long-term lease agreement with the exercise price for the purchase of the ownership in such assets being THB500 million. The Fund will enter into the long-term lease agreement with AWC. 2.2.2 The Fund signed an Amendment and Restatement Agreement relating the Master Lease Agreement dated 1 Oct 2014 with DTAC TriNet Co., Ltd in January 2016 In January 2016, the Fund entered into an Amendment and Restatement Agreement relating the Master Lease Agreement dated 1 Oct 2014 with DTN, a subsidiary under Total Access Communication Co., Ltd (DTAC). In the newly-signed agreement, DTN shows its intention to lease more telecommunications towers from the Fund compared to the number of leased slots DTN agreed with the fund in the Master Lease Agreement dated 1 Oct 2014 at 115 slots. Nevertheless, as the Fund needs to follow the Confidential Clause per the agreements signed with DTN, the Fund cannot disclose more details of the agreements until the official press release from the Fund and DTN is publicly announced. The additional rental revenue from leasing towers to DTN will be gradually recognized in the income statement, causing the expected rental revenue in 2016 to increase compared to that of 2015. This cooperation can be considered as an important step for an efficient and successful infrastructure sharing in Thailand. 2.2.3 The Fund settled an agreement and established a memorandum of understanding on the revision of property rental fee to be in line with the actual quantity of telecommunications towers delivered by True Coporation Co., Ltd. and True Move H Universal Communication Co., Ltd. in December 2016 Following the initial delivery of 3,000 telecommunications towers on 31 December 2014 and the final delivery of 6,000 telecommunications towers on 31 December 2015, the Fund had further negotiated with TRUE Corporations regarding the actual quantity of telecommunications towers delivered and the quantity specified in the delivery plan. The negotiation has allowed the Fund to generate higher net revenue from telecommunications towers rental (towers rental income deducting property rental fee) due to lower rental fee of property for telecommunications towers installation as TRUE has delivered more Ground Base Telecommunications Towers than expected. Meanwhile, property rental fee for this type of

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2016 Annual Report - Digital Telecommunications Infrastructure Fund telecommunications towers is cheaper than that of Roof Top type. Hence, net property rental fee must be revised. Key Events since Fund Inception (Milestone) Key Events between Dec 27, 2013 (Fund Inception) and Dec 31, 2014 Listing and commencement of trading of Investment Units on SETหลักทรัพย์ 27December 2013

XD for dividend (THB0.2643) 2 May 2014

Anchor tenant announced recapitalization

9 June 2014

XD for dividend (THB 0.1938) 6 August 2014

DIF’s announcement of colocation with DTAC

29 October 2014

XD for dividend (THB 0.2603) 5 November 2014

Key Events for the year 2015 DIF’s announcement of the 1st additional asset acquisition 19 January 2015

XD for dividend (THB0.2200)

Notification of Resolutions of theUnitholders' Meeting No. 1/2015

29 January 2015 27 February 2015

XD for dividend Change of the XD for (THB0.2350) dividend(THB0.236 Fund name 5) 8 May 2015

4 August 2015

31 August 2015

XD for dividend(THB 0.2370) 4 November 2015

Key Events for the year 2016 Signed an amendment and restatement agreement with DTAC

20 January 2016

XD for dividend (THB0.2375)

XD for dividend (THB0.2380)

XD for dividend (THB0.2390)

XD for dividend (THB 0.2390)

4 February 2016

3 May 2016

4 August 2016

8 November 2016

2.3 Relations with the asset management, or any of the major unitholders a) Telecom Asset Management Company Limited (“TAM”), as the Telecom Asset Manager with duties to provide certain administrative and other services to the Fund, is a related person of the

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Fund according to the Notification of the Capital Market Supervisory Board No. ThorNor. 1/2554 Re: Rules, Conditions and Procedures for Establishment and Management of Infrastructure Funds dated 10 January 2011 (as amended) (“TN. 1/2554 Notification”) because TRUE is the major shareholder of TAM (either directly or indirectly), while TRUE is a major unitholder of the Fund which holds more than 10 per cent of the total issued investment units of the Fund. b) Asia Wireless Communication Co., Ltd. (“AWC”), as the seller and the transferor of the right to receive revenue and assets, and the person leasing the telecommunications infrastructure business assets for additional investment no. 1 to the Fund, is a related person of the Fund according to TN. 1/2554 Notification because TRUE is the major shareholder of AWC (either directly or indirectly), while TRUE is the major unitholder of the Fund which holds more than 10 per cent of the total issued investment units of the Fund. c) BFKT (Thailand) Limited (“BFKT”), as the seller and the transferor of the right to receive revenue and assets, and the person leasing the telecommunications infrastructure business assets for additional investment no. 1 to the Fund, is a related person of the Fund according to TN. 1/2554 Notification because TRUE is the major shareholder of AWC (either directly or indirectly), while TRUE is the major unitholder of the Fund which holds more than 10 per cent of the total issued investment units of the Fund. d) True Universal Convergence Company Limited or TU is, as the lessee of telecommunications infrastructure business assets from the Fund, a related person of the Fund according to the definition thereof as prescribed in TN. 1/2554 Notification because TRUE is the major shareholder of TU (either directly or indirectly), while TRUE is a major unitholders of the Fund which holds more than 10 per cent of the total issued investment units of the Fund. e) True Move H Universal Communication Company Limited or TUC is, as the lessee oftelecommunications infrastructure business assets from the Fund (new tower assets), a related person of the Fund according to the definition thereof as prescribed in TN. 1/2554 Notification because TRUE is the major shareholder of TUC (either directly or indirectly), while TRUE is a major unitholders of the Fund which holds more than 10 per cent of the total issued investment units of the Fund.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

2.4 Asset Information of the Fund a) Overview of the existing telecommunications infrastructure business assets invested by the Fund The comparative overview of the initial telecommunications infrastructure business assets invested by the Fund and the telecommunications infrastructure business assets of the Fund following the investment in the Additional Telecom Infrastructure Assets is as set out below: Table 1: Telecommunications infrastructure business assets invested by the Fund at its inception: Form of investment

Right to receive net revenue and ownership in the assets upon fulfillment of conditions AWC BFKT

Entities entered to the transaction with the Fund Telecommunications 4,360towers Towers Fiber optic cable (FOC) and transmission system equipment

Upcountry broadband system

Ownership

Total amount of the assets

True

1,485towers

6,000towers

11,845towers

9,169links andFOC of47,250 kilometres (680,400core kilometres) -

FOC of5,112 kilometres (122,974core kilometres)

9,169links and FOC of 52,362 kilometres (803,374core kilometres)

1.2 million 1.2 million ports ports andFOC andFOC of6,114 of6,114 kilometres kilometres (198,085core (198,085core kilometres) kilometres)

Table 2: Telecommunications infrastructure business assets of the Fund following the investment in the Additional Telecom Infrastructure Assets:

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Form of investment

Right to receive net revenue and ownership in the assets upon fulfillment of conditions

Ownership

Long-term leasehold + call option on assets upon fulfillment of conditions AWC

Total amount of the assets

Entities entered to AWC BFKT True TU the transaction with the Fund Telecommunications 4,360towers 1,485towers 6,000towers 12,183towers Towers and 338towers Fiber optic cable 9,169links FOC of5,112 FOC of 9,169links (FOC) and andFOC kilometres 7,981 and FOC of transmission system of47,250 (122,974core kilometres(or 60,343 equipment kilometres kilometres) 303,453 kilometres (or (680,400core core 1,106,827core kilometres) kilometres) kilometres) Upcountry 1.2 million 1.2 million broadband system ports ports andFOC andFOC of6,114 of6,114 kilometres kilometres (198,085core (198,085core kilometres) kilometres) b) The details of asset as of December 31, 2016 as follows: Total Asset Fund (THB) Digital Telecommunications Infrastructure Fund

100,460,993,906.19

Net Asset Value (THB)

Net Asset Value per unit (THB)

84,907,944,657.79

14.6191

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Appraisal of the Initial Assets Type

Company

The right to the net revenues fromtelecommunications towers BFKT (Thailand) Limited (“BFKT”) The right to the net revenues fromfiber optic cable transmission grid Asia Wireless The right to the net Communication revenues Company fromtelecommunications Limited (“AWC”) towers The ownership of 6,000 telecommunications towers and other related True Corporate passive Public Company telecommunications Limited (“TRUE”) infrastructure for mobile telecommunications services The ownership of a core True Universal fiber optic cable grid and Convergence related transmission Company equipment and an Limited (“TU”) upcountry broadband system Total

Appraised Value (THB million) 5,040

20,792

15,448

Appraiser Discover Management Company Limited Discover Management Company Limited Discover Management Company Limited

23,904

Discover Management Company Limited

18,913

Discover Management Company Limited

Valuation Date

Valuation Period

Appraisal Method

April 1, 2016 March 31, – December 2016 31, 2027 with terminal value

Income Approach according to the Fund’s structure

84,097

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Appraisal of the Telecom Infrastructure Assets for Additional Investment No. 1 Company Type Appraised Valuation Value Appraiser Date (THB million) The right to the net Discover revenues from Asia Wireless Management 936 telecommunications Communication Company towers Company Limited Limited (“AWC”)

Long-term leasehold with a term of not exceeding 20years of fiber optic cable (FOC), including call option of the FOC upon the expiration of the term of the long-term leasehold Total

13,102

Valuation Period

Appraisal Method

April 1, 2016 March 31, – December 2016 31, 2027 with Discover terminal value Management Company Limited

Income Approach according to the Fund’s structure

14,038

c) The ratio of telecommunications infrastructure business assets of the Fund and net asset value as of December 31,2016 December 31, 2016 Fair Value % of Baht Net asset value Investments in the Infrastructure Business (Note 4) Investments in the ownership of the infrastructure assets Investments in the ownership of 6,000 telecommunicationstowers and other related passive telecommunicationsinfrastructure for mobile telecommunications services

23,904,230,000

28.15

Investments in the ownership of a core fiber optic cable gridand related transmission equipment andan upcountry broadband system

18,912,910,000

22.27

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Investments in the right to the net revenues Investments in the right to the net revenues to be generated from the rental of telecommunications assets ofBFKT (Thailand) Limited (“BFKT”)

25,831,540,000

30.42

Investments in the right to the net revenues to be generated from the rental of telecommunications towers ofAsia Wireless Communication Company Limited (“AWC”)

15,448,480,000

18.19

Addition investments no.1 in right to the net revenues to begenerated from the rental of telecommunications towers ofAsia Wireless Communication Company Limited (“AWC”)

936,220,000

1.1

Investments in the leasehold right of the infrastructure assetsInvestments in the leasehold right of a fiber optic cable grid

13,102,490,000

15.43

98,135,870,000

115.56

890,361,141

1.05

Government Savings Bank

200,000,000

0.24

Total Investments in Securities

1,090,361,141

1.29

Total Investments in the Infrastructure Business Investments in Securities (Note 5) Unit trust TMB Treasury Money Fund Fixed account

2.5 Seeking profit from the infrastructure business a) Agreements relating to the management or the seeking of profit from the infrastructure business The Fund signed an agreement in order to acquire telecommunication infrastructure asset as well as an agreement relating to the seeking of profit from such infrastructure. The list of the agreements is as follows:

Page12

2016 Annual Report - Digital Telecommunications Infrastructure Fund (1) Asset and Revenue Sale and Transfer Agreement I. II. III. IV. V. VI.

Asset and Revenue Sale and Transfer Agreement between BFKT and the Fund (“BFKT Asset and Revenue Sale and Transfer Agreement”) Asset and Revenue Sale and Transfer Agreement between AWC and the Fund (“AWC Asset and Revenue Sale and Transfer Agreement”) Asset Transfer Agreement between TU and the Fund (“TU Asset Transfer Agreement”) Asset Transfer Agreement between TRUE and the Fund (“TRUEAsset Transfer Agreement”) Asset and Revenue Sale and Transfer Agreement between the Fund and AWC in relation to investment in AWC Towers for Additional Investment No. 1 (“AWC Asset and Revenue Sale and Transfer Agreement for Additional Investment No. 1”)

(2) Sub-Lease, Operation and Management Agreement I. II. III.

IV.

Sub-Lease, Operation and Management Agreement between TUC and the Fund (“TUC SubLease, Operation and Management Agreement”) Sub-Lease, Operation and Management Agreement between TU and the Fund (“TU SubLease, Operation, Maintenance and Management Agreement”) Lease agreement of AWC Towers additionally constructed for the lease of AWC Towers for Additional Investment No. 1 between BFKT and AWC, including any amendments thereto (“Additional AWC Leasing Agreement”) Long-term lease agreement to be entered into between the Fund and AWC in relation to investment of AWC FOC for Additional Investment No. 1 (“Long-Term Lease Agreement in Relation to FOC for Additional Investment No. 1”) Agreement to be entered into between the Fund and TUC concurrently with the execution of the Long-Term Lease Agreement in Relation to FOC for Additional Investment No. 1 in relation to the leasing, operation, maintenance and management of AWC FOC for Additional Investment No. 1 by TUC, whether in whole or in part (“FOC Sub-Lease, Operation and Management Agreement for Additional Investment No. 1”)

(3) Master Services Agreement -

Master Services Agreement between TAM and the Fund (“Master Services Agreement”)

(4) Letter of Undertaking between TUC BFKT and the Fund (5)Letter of Support by TUC to BFKT (6) Lock-up Agreement between True and the Fund (“Lock-up Agreement”) (7) Master Lease Agreement

Page13

2016 Annual Report - Digital Telecommunications Infrastructure Fund I.

Master Lease Agreement of Towers between DTAC TRINET Co., Ltd. (DTN) and the Fund (“DTN Master Lease Agreement of Towers”)

Remark: For further information, please see the Fund's prospectus. b) Management or seeking of profit from the infrastructure business in the future If, in the future, the Fund will sign, amend or terminate any agreement relating to the management or the seeking of profit from the telecommunication infrastructure asset, and such signing, amendment or termination of any agreement relating to the seeking of profit from the telecommunication infrastructure asset of which the contract value exceeds THB 100 million or 30% of the Fund’s total asset value or higher at the time that agreement is signed, amended or terminated, the Fund may do so only upon getting a unitholders’ resolution, unless it’s the signing, amendment or termination of any contract of which the contractual value exceeds THB 100 million but accounts for less than 30% of the Fund’s total asset value at the time the contract is signed, amended or terminated that has been approved by the Fund Supervisor or as stipulated in the Fund Scheme. The contractual value mentioned above will be calculated based on all contractual values during the six-month period.

2.6 Borrowing (A) Source of Fund On 5 March 2015, the Fund entered into a borrowing agreement with a group of 5 banks and financial institutions. The conditions of the credit facilities that the Fund agreed with the group of banks and financial institutions are quite similar to those of credit facilities offered to most creditworthy major borrowers of commercial banks in Thailand and are in accordance with the same commercial terms as those an ordinary person would agree with any unrelated counterparty under the similar circumstances (arm’s length terms) with the bullet repayment date which is 5 years from the drawdown date. The borrowing is denominated in Thai THB with total facility of THB13,100.00 million which was used to invest in the 1st additional telecommunications infrastructure business assets investment on 6 March 2015.The borrowing carries two types of interest rate including (1) floating rate at THBFIX plus 3%(which accounts for approximately 86% of total loan amount) and (2) fixed rate of 5.5%(which accounts for approximately 14% of total loan amount). The interest will be repayable on a semi-annual basis and the borrowings will be full repayable on the final maturity date at March 6, 2020. The final maturity date will be 5 years after the first utilisation date. Furthermore, to get rid of interest rate risks resulting from the floating rate loan, the Fund entered into the interest rate swap agreement with banks to convert the floating rate to fixed rate, causing the overall weighted-average cost of debt after swap cost is 5.46%. The amount that the Fund needs to pay the swap counterparties or the amount that the Fund receives from the swap counterparties shall be recognized either as interest expense or interest income along the swap contract Page14

2016 Annual Report - Digital Telecommunications Infrastructure Fund term and also there will be an unrealized gain or loss from the swap contract resulted from the monthly mark-to-market process. In addition, upon the due date of the repayment of the loan at the 5th year from the drawdown date, the Fund will consider seeking the most appropriate source of funds for the repayment of such debts in order to arrange an appropriate investment structure for the Fund at the time. That is, the management company may consider a single or multiple sources of funds, such as, securing credit facilities from commercial banks, issuance of debt instruments (not yet permitted under the current securities law) or capital increase. In the case that the above sources of funds are insufficient for repayment of debts and/or that the Fund is unable to seek sources of funds for repayment of debts in full, the Management Company may use the cash flow derived from the operations to repay the loan, thereby it might adversely affect the dividend to be received by the unitholders during the period that the debts must be repaid. (B) Borrowing Status of Fund for the year ended 31 December 2016 THB At 31 December 2016 Current Non-current Total borrowings

12,975,198,851 12,975,198,851

3 Overview of IndustriesRelated to the Infrastructure Assets 3.1 Industry Overview 3.1.1

Thailand mobile service industry overview Thailandâ&#x20AC;&#x2122;s mobile service market is made up of three key players including AIS, DTAC and TRUE. In 2016, each telecommunications service operator mainly focused on 4G network expansion while striving to become the number one provider of non-voice service, including driving market promotion in order to keep current customers and continuously expand its customer base. This year slight decline in mobile service acces rates from as high as 149% to 135% can be observed following the implementation of prepaid mobile number registration to enable confirmation of user identification which resulted in lower number of prepaid mobile service users. However, this can better reflect the actual growth in the number of mobile service users. The number of postpaid mobile service users, on the other hand, has significantly increased. Nevertherless, prepaid mobile

Page15

2016 Annual Report - Digital Telecommunications Infrastructure Fund service users still hold the largest share in market by making up of 80.55% of the overall number of mobile service users. In 2016, 900 MHz license auction was organized and won by JAS on 15 December 2015. However, JAS could not deliver the bank guarantee to the National Broadcasting and Telecommunications Commission (NBTC) within the specified period. Hence, another auction round for 900 MHz license was launched again on 27 May 2016. This time AIS was the only bidder and acquired 900 MHz band at the price of THB 75,654 million which is the price JAS waived. As a result, AIS and TRUE now have the same MHz quantity, placing higher degree of competition among current telecommunications service operators in terms of customer and market share. In 2017, 4% growth in mobile service industry can be expected in short term according to EIC forecast due to supporting factors such as increasing data consumption demand as a result from changing consumer behavior and increasing sales of smartphone device. In 2016, a total of 15.4 million mobile phones were sold in the market of which 12.7 million were smartphones which accounted to 82.46% of total the sales and still rising. At the same time, the number of mobile internet users has also increased, allowing non-voice service revenue to be raised by as high as 23% in 2017. In medium term, 10-15% growth can be expected in mobile service industry. Since Thailandâ&#x20AC;&#x2122;s mobile service penetration rate is nearly equivalent to that of developed countries, slight growth by only 2% from medium to long term can be expected. Nevertheless, aggressive pricing competition can still be observed as many operators have offered discounts to various packages and implemented subsidy approach in order to promote system upgrade among consumers, placing higher pressure among service operators in terms of revenue growth.In addition, recent spectrum auction which was won by AIS and TRUE is also another influential factor that will be affecting the operating results of operators for at least another 12 months, particularly in terms of licensing cost (Amortization Sost and Network deployment Cost). A) Overall Landscape of Mobile Service Industry (1) Total number of mobile phone users. As of the end of Q4/2016, a total of 90,036,200 mobile phone numbers were currently in use, which has increased from the previous year by 2,735,338 numbers or 3.13%. In 2015, total number of mobile phone users had increased by 7,189,422 or 8.68%. The number of mobile phone users in 2016 can be divided into prepaid service totaling 72,521,600 numbers (80.55%) and postpaid service totaling 17,514,600 numbers (19.45%). When compared to the previous year, the number of

Page16

2016 Annual Report - Digital Telecommunications Infrastructure Fund postpaid service users has continuously increased while the number of prepaid service users continues to drop. Regarding mobile service penetration rate as of the end of 2016, the number of registered mobile phone users is accounted to 135% of the overall population. Summary of mobile phone users (by # of numbers) and penetration rate

Source: The Office of the NBTC

(2) Thailand’s Mobile Service Competitive Landscape The operators in the business can be grouped into 2 categories including (1) Mobile Network Operators – MNOsand (2) Mobile Virtual Network Operators – MVNOs per details in the following table.

Page17

2016 Annual Report - Digital Telecommunications Infrastructure Fund Summary of MNOs and MVNOs in Thailand Mobile Service Provider

Mobile Network Operator (MNO)

AIS Group

Advance Wireless Network Co., Ltd. (AWN)

DTAC Group

- Total Access Communication Public Company Limited (DTAC)

Mobile Virtual Netowork Operator (MVNOs)

- DTAC Trinet Co., Ltd. (DTN) TRUE Group

TrueMove H Universal Communication Co., Ltd. (TUC)

Real Move Co., Ltd. (Real Move)

CAT Group

CAT Telecom Public Company Limited (CAT)

- 168 Communication Co., Ltd. (formerly known as 365 Communication Co., Ltd.) - The White Space Co., Ltd. (Sim Penguin)

TOT Group

TOT Public Company Limited (TOT)

- Loxley Public Company Limited (i-Kool 3G) - Samart I-Mobile Public Company Limited (i-mobile 3G) - IEC International Engineering Public Company Limited (IEC 3G) - M Corporation Co., Ltd. (MOJO 3G)

Source: The Office of the NBTC

(3) Market Share As of Q4/2016, AIS still remains in the top position by holding 45.57% market share based on the number of service users in spite of the slight decrease from the previous quarter by 0.10%, followed by TRUE who managed to step up to second leading position by holding 27.24% market share which has increased from previous quarter and the same quarter last year by 1.34% and 4.18%, respectively. The third leading position belongs to DTAC by holding 27.19% market share, dropping from the previous quarter and the same quarter last year by 1.24% and 3.29%, respectively. CAT and TOT, on the other hand, hold the market share of 1.775 and 0.21%, respectively. Page18

2016 Annual Report - Digital Telecommunications Infrastructure Fund Market Share for Mobile Service Business by the Number of Users

Source: Analysis by EIC from data provided by the Office of the NBTC

(4) Degree of Competitiveness From the above market share, the HHI value of Thailandâ&#x20AC;&#x2122;s mobile service industry as of the end of Q3/2016 is equal to 3,428 points, dropping from the previous quarter by 18 points or 0.51%. Herfindahl-Hirschman Index (HHI) of Mobile Service Industry

Note: Herfindahl-Hirschman Index (HHI) is a commonly accepted measure of market concentration for specific time interval. Source: Analysis by EIC from data provided by the Office of the NBTC

(5) Average Revenue per User (ARPU) As of the end of 2016, the Average Revenue per User (ARPU) of Thailandâ&#x20AC;&#x2122;s mobile service business was equal to THB 231, which has increased from prior year by THB 11 or 5.00%. When considered Page19

2016 Annual Report - Digital Telecommunications Infrastructure Fund by service type, the ARPU of prepaid service was equal to THB 161, or an increase by THB 7 or 4.55% comparing to the prior year, whereas the ARPU of postpaid service was equal to THB 546, or an increase by THB 25 or 4.80%. In the future, stable or slight decline in ARPU trend can be expected due to several contributing factors namely high pricing competition level among operators and continuous non-voice service revenue growth as a result from changing consumer behavior. Historical ARPU Trend by Type of Services (Baht/subscriber/month)

Source: Analysis by EIC from data provided by the Office of the NBTC

Historical ARPU by Operator and by Type of Service

Source: Analysis by EIC from data from AIS, DTAC and TRUE

(6) Overall Mobile Service Revenue As of the end of 2016, the proportion of voice service revenue is accounted to 34.10%, dropping from the previous year by 10.76%. Meanwhile, the proportion of non-voice service revenue is accounted to 54.4%, which increased from the previous year by 15.92%. The proportion of other Page20

2016 Annual Report - Digital Telecommunications Infrastructure Fund services is accounted to 11.5%, dropping from the previous year by 22.66%. In the future, declining voice service revenue can likely be expected as non-voice service revenue continues to rise. Proportion of Mobile Service Revenue

Source: Analysis by EIC from data provided by the Office of the NBTC

(7) Forecasts and Influential Factors Impacting Business Growth According to EIC 2017 forecast, Thailand’s mobile service industry is expected to grow by 4% which is similar to the average growth measured beween 2013 – 2016 due to several contributing factors namely rising data consumption demand as larger number of consumers require the use of internet service via smartphone device or Tablet daily and the acceleration of 3G/4G network expansion for wider service coverage. Nevertheless, aggressive pricing and marketing competitions among operators continue to persist while declining voice service revenue can be expected. In spite of significant non-voice (data service) revenue growth, it still cannot compensate the decreasing voice service revenue, causing operators within the industry to face higher pressure in terms of revenue growth this year. In the long run, continuous growth by 3% in Thailand’s mobile service industry can likely be expected according to EIC while voice service revenue will continue to decline due to rising non-voice service demand which is expected to grow by an average of 10-15% from medium term to long term and will begin to slow down starting from medium term onwards. Thailand’s mobile service penetration rate, on the other hand, has already reached the same level as that of the developed countries and will begin to settle. In terms of non-voice (data) service, positive growth can likely be expected due to three key supporting factors as follow: Page21

2016 Annual Report - Digital Telecommunications Infrastructure Fund

(7.1) Non-voice (Data) Service Demand The current growth in Thailandâ&#x20AC;&#x2122;s telecommunications industry is largely supported by non-voice (data) service revenue which continues to climb due to increasing daily demand for internet access via smartphone device or Tablet whether for the purpose of making financial transaction, using online social media for news update or connecting with friends or accessing online entertainment media, particularly video-on-demand (VOD). This consumer trend has led to increasing demand for mobile broadband service via 3G/4G network both in terms of speed and volume. The chart displays the ratio between the numbers of mobile internet users per total mobile service applicants. Meanwhile, the total sale of smartphone device has reached over 10 million units per year since 2014, boosting the growth of non-voice service. When comparing the revenue proportions between voice and nonvoice service, significant changes can be clearly observed and this trend is expected to continue in the future. Summary of Voice and Non-voice Service Revenue (Unit: Billion Baht)

Source: Analysis by EIC from data provided by AIS DTAC and TRUE

Page22

2016 Annual Report - Digital Telecommunications Infrastructure Fund Summary of the Number of Mobile Internet Users per Total Mobile Service Applicants (%)

Source: Analysis by EIC from data provided by Euromonitor AIS DTAC and TRUE

(7.2) 3G/4G Network Expansion by Mobile Service Operators for Complete Service Coverage Mobile service operators may face higher costs due to continuous investment in 4G network expansion to support increasing consumer demand. In 2017, Thailandâ&#x20AC;&#x2122;s mobile broadband internet access via 3G/4G network is expected to reach 2.9 GBps per person per month, or an increase by over 37% from the year 2016. Nevertheless, such growth is largely due to the increasing demand of current customer group. 4G Network Deployment and Service Coverage Overview of Three Mobile Operators

Source: Analysis by EIC Page23

2016 Annual Report - Digital Telecommunications Infrastructure Fund

Mobile Service Penetration Rate Comparison between Thailand and Developed Countries (Unit: % of total population)

Source: Analysis by EIC from data provided by BMI ITU and NBTC

(7.3) Aggressive Pricing and Marketing Competition among Operators The implementation of intensive marketing strategies by operators amidst aggressive competition level has led to increasing non-voice demand. This includes providing a wide range of packages at affordable price such as larger non-voice service package at slightly higher price for existing customers and special discounts offers for large non-vocice service package for new customers who either recently registered a new number or switching from other mobile service network with the aim to gain higher market share and revenue generated from new customer base, boosting non-voice service demand in the future. In addition, subsidy approach was also implemented in order to promote service upgrade from 2G to 3G/4G network among current prepaid service users which is expected to continue up until next year by the least. In spite of the continuous growth in Thailandâ&#x20AC;&#x2122;s non-voice service market value due to increasing consumer demand, an intense degree of competition can still be seen in the countryâ&#x20AC;&#x2122;s wireless telecommunications market as many operators have continued to launch diverse packages in hope to maintain or gain higher market share, causing data service fee rates and revenue per Mbps of operators to drop accordingly. At the same, decreasing trend in voice service revenue can also be observed and by which significant increase in non-voice service revenue still cannot compensate for the continuously declining voice service revenue.

Page24

2016 Annual Report - Digital Telecommunications Infrastructure Fund In addition, operators may face higher capital expenditure due to continuous 4G network expansion for supporting increasing consumer demand and additional costs relating to 2300 MHz and 2600 MHz spectrum licenses in the near future while each strives to become the number one provider of wireless high-speed internet service. Hence, higher degree of competition can therefore be expected in wireless telecommunications industry, allowing the overall mobile service revenue to slightly increase while operators will be facing higher cost from spectrum license auction and 4G network expansion. Summary of Non-voice Revenue

Source: Analysis by EIC from data provided by Euromonitor AIS DTAC and TRUE

Page25

2016 Annual Report - Digital Telecommunications Infrastructure Fund Summary of Average Revenue per User (ARPU) in Comparison with Non-voice Service Usage

Source: Analysis by EIC from data provided by ITU Akamai AIS DTAC and TRUE A) Key Risks in Mobile Telecommunications Market (1) Aggressive Market Share Competition Aggressive pricing competition in mobile telecommunications market as a result from special discount packages and pricing subsidy approach implemented by operators to promote service upgrade from 2G to 3G network among prepaid customer group is expected to continue until next year by the least. Meanwhile, market share competition is expected to intensify as it started to enter postpaid market, forcing higher pressure among operators in terms of future revenue and profit growth. (2) Service Fee Rates Regulation Following NTCâ&#x20AC;&#x2122;s implementation of regulatory measures concerning the controlling of mobile service fee rates on 2100 MHz, 1800 MHz and 900 MHz and measures concerning the calculation of voice service fee rates based the actual use per second, many operators felt that this may slow down the development of new promotions and sales promotion schemes to better meet diverse consumer demands and may even cause the lack of motivation among inoperators in uplifting service efficiency.

Page26

2016 Annual Report - Digital Telecommunications Infrastructure Fund (3) Pressure from License-Related Costs The winning of 900 MHz and 1800 MHz spectrum license auction by AIS and TRUE is expected to force higher pressure upon the operating results of operators for at least another 12 months due to costs relating to these spectrum licenses (namely amortization cost and network deployment cost). DTAC, on the other hand, has no such costs but must also spend large amount of capital in retaining its market share by various means such as subsidy approach or marketing promotion approach not to mention preparing the upcoming spectrum auction since the current spectrum used will soon be expired in 2018. B) Comparison of mobile network spectrum used by each operator Comparison Summary Table for Spectrum Used by Each Operator in Thailand

2300 MHz

2100 MHz

1800 MHz

900 MHz

850 MHz

Total

15 MHz Expiration 2027

15 MHz Expiration 2033

10 MHz Expiration 2030

15 MHz Expiration 2025

55 MHz

15 MHz

25 MHz Expiration 2018

10 MHz Expiration 2018

50 MHz

Expiration 2027 30 MHz*

64 MHz Expiration 2025

15 MHz Expiration 2033

10 MHz Expiration 2030

55 MHz

15 MHz Expiration 2025

79 MHz 20 MHz Expiration2018

15 MHz Expiration 2025

35 MHz Page27

2016 Annual Report - Digital Telecommunications Infrastructure Fund *15 MHz expire in 2027and15 MHz which lease from TOT expire in 2025 Source: EIC Analysis based on information from operators Comparison Summary Table for Spectrum Used by Each Operator in Thailand and Other Countries

Source: Analysis by EIC from data provided by NBTC, Telenor NTT Docomo SK Telecom and other news sources C) Investment Trend of Mobile Operators The current auction plan covers four spectrums including 2300 MHz, 2600 MHz, 1800 MHz, 850 MHz and 700 MHz. DTAC is predicted to have the highest spectrum demand since its current 1800 MHz and 850 MHz spectrums are soon to be expired in 2018. Meanwhile, Internatinal Telecommunications Union (ITU) has recently drafted a new standard which is expected to be certified in November 2017. Once this drafted 5G standard has been certified by ITU, it is expected to be officially published in 2020. One interesting aspect of this new standard is the requirement of 100 MHz minimum spectrum. Since no current mobile service provider in Thailand has met this requirement, higher spectrum demand among operators can likely be expected as each is striving to become consumer number one choice for 5G service.

Page28

2016 Annual Report - Digital Telecommunications Infrastructure Fund Spectrum Auction Plan

Source: Analysis by EIC

Page29

2016 Annual Report - Digital Telecommunications Infrastructure Fund 3.1.2

Thailand's fixed broadband telecommunications industry A) The number of registered fixed broadband service users As of Q3/2016, the total number of registered fixed broadband service users was equal to 6,771,400 persons, increasing from the previous quarter by 1.7%. The penetration rate of broadband internet service has climbed up to 31.75% of household sector, which is an increase by 0.6% comparing to the previous quarter. The number of registered fixed broadband service users and penetration rate

Source: The NBTC Academy and Data Center

According to the data of IDC Research (Thailand), xDSL connection type has the highest proportion in terms of high-speed internet access at 69.51% of the overall connection types, followed by fiber optical, cable broadband and other connection type at 18.48%, 8.89% and 3.13%, respectively. When considered in terms of connection trend, xDSL connection is expected to continuously decline while fiber optical connection is expected to significantly increase.

Page30

2016 Annual Report - Digital Telecommunications Infrastructure Fund Proportion of High-Speed Internet Connection by Connection Type

Source: IDC Research (Thailand)

B) Key players in the fixed broadband business There are three key players in the fixed broadband hi-speed internet business including True Internet (TRUE), TOT Public Company Limited (TOT) and Triple T Broadband Public Company Limited (3BB).

C) Market share. As of Q3/2016, TRUE holds the highest market share of 38.7%, followed by 3BB and TOT at 34.2% and 18.6%, respectively. Meanwhile, other retail operators have a combined market share equaling to 8.5%. Upon considering market share trend based on the number of service users since 2012, it can be observed that TRUE, 3BB and other retail operators continue to gain higer market share while TOT is facing declining market share.

Page31

2016 Annual Report - Digital Telecommunications Infrastructure Fund Market share trend for hi-speed internet service

Source: The Office of the NBTC

D) Level of Competitiveness As of Q3/2016, the HHI value of high-speed internet market remains fairly stable at 3,085 points, slightly increasing from the previous quarter by only 0.4%. Nevertheless, continuous positive trend can be observed as HHI value of high-speed internet market has climbed up by 4.6% comparing to the same period last year.

Page32

2016 Annual Report - Digital Telecommunications Infrastructure Fund HHI for Hi-Speed internet service based on the number of users

Source: The Office of the NBTC

E) Industryâ&#x20AC;&#x2122;s total revenue Industryâ&#x20AC;&#x2122;s total revenue from hi-speed internet service

Source: The Office of the NBTC

When considered in terms of revenue, the overall high-speed internet revenue as of Q3/2016 was equal to THB 13,700 million, dropping from the previous quarter by approximately THB 400 million or 2.8% but increased from the same period last year by 8.7%. F) Service fee rate Page33

2016 Annual Report - Digital Telecommunications Infrastructure Fund The average high-speed internet service fee in THB/kbps continues to decline to THB 0.04 per kbps as of the end of Q3/2016, which is equal to that of the previous quarter but dropped from the same period last year by as high as 38.3%.

H-speed internet service fee (THB/kbps)

Source: The Office of the NBTC

3.1.3

Thailand's wireless broadband telecommunications industry A) Market landscape The market landscape for wireless broadband industry is similar to the market landscape of mobile service industry because the mobile operators normally also offer wireless broadband service to customers.

Page34

2016 Annual Report - Digital Telecommunications Infrastructure Fund Summary of Wireless Broadband Operators Mobile Service Provider

Mobile Network Operator (MNO)

AIS Group

Advance Wireless Network Co., Ltd. (AWN)

DTAC Group

- Total Access Communication Public Company Limited (DTAC)

Mobile Virtual Netowork Operator (MVNOs)

- DTAC Trinet Co., Ltd. (DTN) TRUE Group

TrueMove H Universal Communication Co., Ltd. (TUC)

Real Move Co., Ltd. (Real Move)

CAT Group

CAT Telecom Public Company Limited (CAT)

- 168 Communication Co., Ltd. (formerly known as 365 Communication Co., Ltd.) - The White Space Co., Ltd. (Sim Penguin)

TOT Group

TOT Public Company Limited (TOT)

- Loxley Public Company Limited (i-Kool 3G) - Samart I-Mobile Public Company Limited (i-mobile 3G) - IEC International Engineering Public Company Limited (IEC 3G) - M Corporation Co., Ltd. (MOJO 3G)

Source: The Office of the NBTC

B) Service revenue Mobile internet revenue continues to climb with combined non-voice revenue earned by operators as of Q3/2016 equaling to THB 24,632.5 million, or an increase from the previous quarter by THB 627.3 million or 3%.

Page35

2016 Annual Report - Digital Telecommunications Infrastructure Fund Non-voice revenue earned by AIS, DTAC and TRUE

Source: The operatorsâ&#x20AC;&#x2122; websites

C) Market share Upon considering market share proportions based on non-voice revenue as of the end of Q3/2016, it can be observed that AIS group holds the largest market share at 47.2% which dropped from the previous quarter by 0.81%, followed by DTAC group with 27.2% market share which rose from the previous quarter by 1.92%, and TRUE Mobile group with 25.6% market share which dropped from the previous quarter by 0.49%, accordingly. Wireless broadband market share based on non-voice revenue as of Q4/2016

TRUE 25.59%

AIS 47.24%

DTAC 27.17%

Source: The Office of the NBTC

Regarding market share trend based on non-voice revenue, AIS continues to remain in the top position by holding the largest market share with level of significance. However, continuous decline Page36

2016 Annual Report - Digital Telecommunications Infrastructure Fund can be observed throughout the past year. Meanwhile, TRUE continues to gain higher non-voice revenue whereas DTAC non-voice revenue remains relatively stable. These trends resulted from the marketing strategies implemented by each service provider. Wireless broadband market share based on non-voice revenue Q3/2015 - Q3/2016

Source: The Office of the NBTC

D) Level of Competition The HHI value of wireless broadband business as of Q3/2016 was equal to 3,625 points which is nearly the same as the previous quarter but dropped from the same period last year by 4%.

Page37

2016 Annual Report - Digital Telecommunications Infrastructure Fund HHI for wireless broadband business

Source: The Office of the NBTC

E) Service fee As of Q3/2016, wireless broadband service fee was equal to 0.24 THB/MB, declining from the previous quarter by 4% or 0.01 THB/MB due to marketing strategies implemented by operators and aggressive pricing competition. Average Service Fee (Baht/MB)

Source : The Office of the NBTC

3.1.4

Thailand's broadband internet access market

Page38

2016 Annual Report - Digital Telecommunications Infrastructure Fund A) Operators Currently, there are a total of 32 telecommunications service operators providing broadband service access via either active or passive infrastructure. This can be divided into 21 service operators holding multiple-network lincense and 11 service operators holding single-network license.

Summary of licensed operators in broadband internet access industry

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32

TOT CAT Telecom TripleT Broadband True Universal Convergence Metropolitan Electricity Authority DTAC TriNet Provincial Electricity Authority Super Broadband Network TripleT Global Net CS Loxinfo Loxley Advanced Wireless Network Jastel Network Otaro World Corporation Symphony Communication Interlink Telecom Real Future Amnex United Information Highway KIRZ RTS 2003 (NEW) Information Highway Fiber To The Home (FTTH) Milcom System Super Hispeed Internet SIMAT TECHNOLOGIES Sync Technologies Platt Nera Sophon Broadband Network Digital Research and Consulting Otaro ELITE TECH TELECOM

Frequency

WiFi

Coaxial

Optic Fiber

Operator

Copper

No.

Power Line

Network Type

Source: The Office of the NBTC Page39

2016 Annual Report - Digital Telecommunications Infrastructure Fund B) Amount of broadband internet access usage Amount of broadband internet access usage by technology (Gbps)

Source: IDC Research (Thailand)

Meanwhile, continuous growth in broadband access demand can be observed by reaching as high as 5,191.5Gbps as of the end of Q3/2016, increasing from the previous quarter by 2.52% and from the same period last year by 2.52%. Broadband service access via fiber optic connection holds the highest proportion of graphic volume when compared to other technologies, followed by xDSL. . Amount of broadband internet access usage by technology (THB Million)

Source: IDC Research (Thailand).

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Similarly, revenue from broadband access also continues to rise by reaching THB 20,557.00 million as of Q3/2016, which is higher than the previous quarter by 0.85% and the same quarter last year by 4.05%. Such revenue can be divided into revenue from selling broadband service to other companies totaling THB 12,513.8 million, which accounted to around 60%, and revenue from internal use and servicing group companies totaling THB 8,043.2 million, which accounted to around 40%, respectively. C) Trend for expanding networks by internet service provides (ISPs) Continuous growth in high-speed internet market can be expected due to changing consumer trend influenced by the digital age and rising fixed internet service demand among household sector which requires quick and efficient data access. Meanwhile, ADSL demand started to decline as it is being replaced by alternative technology due to technical restrictions in terms of speed and network stability. High-speed internet service performance, on the other hand, has been enhanced by the use of fiber optic which plays a vital role in consumer decision making. According to NBTC data, the number of households having high-speed internet access as at the end of 2016 was roughly equal to 31.75%. In other words, there were a total of 7 million high-speed internet service users. This reflects high growth potential, particularly among areas that are currently lacking high-speed internet access. In 2017, high-speed internet operators will most certainly be competiting on service speed and service coverage through fiber optic network expansion in replacement of ADSL network. D) Key changes and drivers for internet broadband market Digital Ministry for Social and Economic Development has implemented National Broadband Development Plan in hope to drive Thailand 4.0, including upgrading Thailandâ&#x20AC;&#x2122;s national telecommunications infrastructure as a center point of connection between digital technology and every sector and the development of national broadband netowork to drive Thailand towards becoming an international gateway among ASEAN member countries in line with government policy. This involves the integration between the existing backbone networks and non-backbone networks operated by state-owned operators (TOT Public Company Limited and CAT Telecom Public Company Limited) and private sector, including upgrading Thailandâ&#x20AC;&#x2122;s national telecommunications Page41

2016 Annual Report - Digital Telecommunications Infrastructure Fund network by expanding fiber optic network to cover every household nationwide to ensure complete and efficient high-speed internet access among both household and business sectors, promoting backbone infrastructure sharing between terrestrial networks and submarine cable networks in order to drive Thailand toward becoming one of ASEAN international gateways, all of which must take into account the consistency and avoidance of redundant telecommunications infrastrucrue development both in terms of communication networks owned by the government sector and private sector. This can be achieved by integrating state-owned networks in order to form a single network called the National Broadband Network for providing open access and allowing private and local organizations to establish Last Mile Network to be connected to the National Broadband network to enable quick high-speed internet access.

3.2 Factors affecting the Fund’s future rent Rents that the Fund stands to enjoy can be classified into two categories: (1) rent from True Group; and (2) rent from other tenants. Factors affecting rents from these two sources of tenants may be different since conditions in the lease agreement executed between the Fund and True Group may be varied from those to be signed with other tenants. However, factors that can affect the Fund’s potential rents can be summarized as follows. I. Increase of rents based on agreements -

Telecommunication towers – For rental rates of telecommunication towers of True Group, both the rates and their increase have been fixed till the end of the lease term in 2027 including related discounts. For rents offered to other tenants, this depends on negotiation between the Fund and new tenants. Factors affecting rental rates of telecommunication towers are supply and demand of telecommunication towers at the time and cost of building new towers and land lease (since the tenant will calculate related costs from constructing new towers by its own as well as the cost of land lease before comparing with the rent of tower. As such, a monthly rent of the telecommunication tower should be cheaper than the monthly cost in case the operator will build his own tower to induce him to rent rather than to build). The main FOC - The rental rate of the Fiber Option Cable (FOC) has already been set at THB 350 per core kilometer per month for True Group and THB 1,100 per core kilometer per month for other tenants. This rate is fixed and won’t be increased till 2026. Transmission equipment relating to the core FOC and the upcountry broadband systems which are active telecommunication assets - Based on the agreement the Fund has signed with True, the rental rate of this asset was THB 317 million in 2014, and will be increased by 5% per annum in 2015 before being based on the Consumer Price Index (CPI) of the previous year as announced by

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Thailand’s Ministry of Commerce for the years that follow. The calculation will start on January 2016. The rate must not exceed 3.5%. II.

Extent the towers and equipment are rented -

Telecommunication towers: True Group has signed an agreement to rent the minimum of the following:  6,619 slots on 3,000 telecommunication towers starting from January 1, 2015  13,993 slots on 6,000 telecommunication towers starting from January 1, 2016; and  15,249 slots on 6,000 telecommunication towers starting from January 1, 2017 However, there are as many as 22,541 slots on 6,000 towers. As a result, 7,292 slots are still available for rent to other tenants. If the Fund can rent them, it will be able to generate more incomes.

The main FOC: As of March 31, 2015 after the Fund invested in its 1st additional investment in the telecommunication infrastructure assets, its main FOC totals 426,143 core kilometers which True Group, as an anchor tenant, promises to rent a minimum of 271,980 core kilometers (around 64%) in 2015 which will increase to 302,290 core kilometers in the final year of the lease agreement or in 2026 (around 71%). As a result, if the Fund can secure other tenants to rent the FOC not yet leased by True Group, it will enjoy a higher rent income from this FOC.

Transmission equipment relating to the core FOC and the upcountry broadband systems which are active telecommunication assets: An agreement has been entered with True Group to lease the equipment up to 2018, resulting in THB 317 million worth of income from this asset in 2014. Incomes from the asset after 2018 will depend whether or not the Fund renews the lease agreement with True Group and at which rate.

3.3 Marketing policy and competitions faced by the project a) The telecommunication tower rental business Thailand’s major mobile operators including AIS, DTAC, CAT Telecom and TOT all have telecommunication towers of their own. They may separate their tower assets in order to set up a company to operate them, or they may transfer the assets to independent operators who will run the telecommunications towers business for them. However, at present, there is no independent telecom owner who rent his own slot in Thailand. The telecommunications towers business in Thailand may face Page43

2016 Annual Report - Digital Telecommunications Infrastructure Fund possible merger and acquisition and investment by foreign companies that could result in strong competitors. Since sites of the Fund’s telecommunication towers are in Bangkok which is highly populated and where anchor tenants and managers are confront with intensive use of network by their clients, the Fund therefore believes that the anchor tenants, like other mobile operators who are the Fund’s tenants, are likely to renew their sub-lease, operation and management contracts when they expire in order to avoid service interruption in the area and to prevent the loss of opportunity and expenses to be incurred from the relocation of antenna and other infrastructure required in the operation. As described under the previous topic of forecasted demand and supply of telecommunication towers, at present, only towers belonged to the Fund and CAT Telecom are marketed for rent. In terms of price, the Fund has a policy not to compete directly with CAT Telecom but would rather set the price to be lower than that to be invested by the operator if he is to build his own tower in order to induce him to rent rather than build. b) The FOC system rental business Thailand’s major mobile operators including AIS, DTAC, CAT Telecom and TOT all have the FOC of their own. Only wholesale FOC operators such as the Provincial Electricity Authority (PEA) and the Electricity Generating Authority of Thailand (EGAT) lease the channel capacity of fiber optics on their own FOC system. Meanwhile, upcountry broadband system operators include TOT, CAT Telecom, United Information Highway Co Ltd, United Broadband Technology Co Ltd, Advance Data Network Communications Co Ltd and Jasmine International Public Company Limited. Symphony Communication Public Company Limited is another significant competitor in the FOC and broadband system business. Regarding the lease of the FOC business, at present, the Fund has a competitor; namely, the Jasmine Broadband Internet Infrastructure Fund (JASIF), of which the same FOC system covers the entire country. As a result, the Fund has to highlight the strength of its products and services which are: 1. One-stop solution – the Fund not only offers the FOC for rent like JASIF but also both the FOC and telecommunication towers required for use in the mobile business and the wireless broadband

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2016 Annual Report - Digital Telecommunications Infrastructure Fund business. Regarding the FOC, the Fund has both core and access networks for rent. In other words, tenants may materialize the end-to-end network when renting the Fund’s system if needed. 2. Adaptability to adjust the FOC to respond to tenant’s demand – the Fund, for example, may consider building additional FOC to link an existing network with the site required by a tenant. This however will be agreed on a case-by-case basis. c) The upcountry broadband network True Group has entered into an exclusive lease agreement with the Fund which grants an exclusive right to the Group for five years as well as an option for True Group to retain this right by another five years. The Fund therefore has no marketing and competition plan for this particular asset at the moment.

3.4 Nature of products and services Nature of products can be categorized based on types of assets and operation statistics which are summarized in the following table: a) Details, number of hosting capacity and rented rate of tower In general, a telecommunications towers is located on the ground and higher than 32 meters. Telecommunications towers on a rooftop may host at least two tenants. Most towers belonged to the Fund can host two or more tenants. If additional telecommunications towers are being delivered and exclusive rights relating to BFKT’s towers and AWC’s towers end, the Fund’s telecommunications towers which are part of our assets will be able to host an average of 4.14 tenants (hosting capacity divided by a total number of telecom towers). Types of towers

Height

Ground-based Ground-based Ground-based Rooftop towers DAS

>50meters 32-50meters <32meters <32meters N/A

BFKT’s towers and AWC’s towers 3,496 1,572 46 546 523

Additional new telecom towers 520 3,668 159 1,653 -

Total towers 4,016 5,240 205 2,199 523

% of towers 33.0 43.0 1.7 18.0 4.3 Page45

2016 Annual Report - Digital Telecommunications Infrastructure Fund

Types of towers

Height

Total

BFKT’s towers and AWC’s towers 6,183

Additional new telecom towers 6,000

Total towers

% of towers

12,183

100.0

On the Fund’s initial investment date, the rent of slots on the Fund’s towers is on average 1.00 slots per tower. However, after all additional telecommunications towers are delivered and after all the slots on the towers under the sub-lease, operation and management agreements entered by the Fund with TUC are included, the Fund expects the rented rate of slots on our telecommunications towers to stand at 1.76 slots per tower. The following table shows hosting capacity and what is rented as of the Fund’s investment date for telecommunications towers that the Fund will buy or is entitled to their net revenues based on related transaction documents. Transferring entity True(2)

Towers 6,000

Hosting capacity (1) 22,541(3)

Towers being rented 15,249(4)

Ratio of slots used per tower 2.54(5)

AWC(6) BFKT(7)

4,698

14,524

4,698

1.00

1,485

6,450

1,485

1.00

Total

12,183

43,515

21,432

1.76

(1) Hosting capacity refers to the total slots on each tower multiplied by the number of towers that the Fund will own or will be entitled to the net revenues out of the towers (as the case may be). (2) Including 3,000 additional telecommunications towers to be delivered to the Fund in 2014 and another 3,000 to be delivered in 2015. (3) Estimated overall hosting capacity in a specification range stated in the Asset and Revenue Sale and Transfer Agreement (4) Estimate of slots rented as of January 1, 2017 after the delivery of additional telecommunication towers and after the allotment of slots on the towers as stated in the sub-lease, operation and management agreement between the Fund and TUC. (5) Estimate of rental rates of slots on the towers as of January 1, 2017 after the delivery of additional telecommunication towers and after the allotment of slots on the towers as stated in the sub-lease, operation and management agreement between the Fund and TUC. (6) Including AWC’s telecommunications towers that the Fund is entitled to its net revenues and are exclusively owned by CAT Telecom. (7) Including BFKT’s telecommunications towers that the Fund is entitled to its net revenues and are exclusively owned by CAT Telecom

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2016 Annual Report - Digital Telecommunications Infrastructure Fund b) Details and qualification of the FOC and coverage of the main FOC system Fiber optic is a glass thread capable of transmitting light along its wave length. Fiber optic is widely use in the transmission of data since it can transmit the data at a longer distance and a higher bandwidth compared to other transmission formats. The FOC communication is a way in which data is transmitted as light signal from one site to another through fiber optic. The FOC communication has basic procedures; namely, creating light signal using a transmitter, transmitting the signal, checking if the signal is not distorted or too weak, receiving the light signal and converting it into an electric signal. The FOC’s significant advantage is its low rate of data loss and no interference from electromagnetic wave which therefore allows a longer interval between an amplifier and a repeater. That’s why the FOC is replacing metal transmission line and, without the interference of the electromagnetic wave, several electric cords have been replaced by a single high-bandwidth fiber optic cable. The Fund’s main FOC system acquired from TU consists mainly of 12-60 core FOC which can transmit dense wave digital multiplex (DWDM) at 1600 GB/s speed. Transmission equipment in the main FOC system (including equipment currently under installation) consists of the DWDM transmission equipment and the SDH transmission equipment currently installed at 250 sites in 59 provinces in Thailand. The main FOC system consists of 5,112 kilometers long of the fiber optic cable which has been in use from 1 to seven years but its shelf life is up to 50 years. Most of the main FOC system is installed above ground and therefore easy to access and be maintained. New construction and installation of the cable can also be quickly carried out. Some of the optic fiber is installed inside underground pipeline for further protection. The Fund’s main FOC system derived from TU does not include the last mile network reaching end-users in Bangkok area.

TU’s FOC Length (km) All FOC Use at present(1)

5,112 N/A

Number of core km 122,690 73,275

% of all FOC 100.0 59.7

(1) Estimated use by TU after the FOC portion currently under construction is completed. Page47

2016 Annual Report - Digital Telecommunications Infrastructure Fund

BFKT’s FOC Length (km) All FOC Use at present(1)

Number of core km 47,250 680,400 N/A 302,400

% of all FOC 100.0 44.4

(1) Estimated use by BFKT for renting to CAT Telecom after the FOC portion currently under construction is completed.

AWC’s FOC Length (km) All FOC Use at present(1)

Number of core km 7,981 303,453 N/A 197,240

% of all FOC 100.0 65.0

(1) Estimated use by AWC.

c) Details and coverage of the upcountry broadband network Aside from the main FOC, the Fund will also buy the upcountry broadband network from TU which will turn TU into an anchor tenant/operator to provide network access to corporate and general customers to respond to their needs for voice, data, visual and video through various technologies including MPLS, DOCSIS, xDSL, DDN, Wi-Fi and FTTx. The Fund’s upcountry broadband system consists of both active and passive infrastructure assets of around 1.2 million ports that can access end-users. Its last mile system consists of the fiber optic cable, the coaxial cable and the copper cable of 20,750 kilometers long. The FOC covers 6,114 kilometers of the last mile to a total of 234,455 core kilometers.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

4 Risk Factors 4.1 Risks Relating to the Fund 4.1.1

The Fund’s business, prospects, results of operations, cash flows and financial condition will depend heavily on True Group. The Fund will depend heavily on True Group, as True and its subsidiaries will be the Transferring Entities transferring the Telecom Infrastructure Assets to the Fund. All the anchor tenants, who will be responsible for the maintenance and operations of the Telecom Infrastructure Assets under the Master Lease, Operation and Management Agreements, and BFKT, which will be responsible for the operation and maintenance of the BFKT Telecom Assets and AWC Towers under the HSPA Leasing Agreement, are members of True Group. The Telecom Asset Manager, which is also a subsidiary of True, will be responsible for certain administrative services and the marketing and selling of colocation leases of the Telecom Infrastructure Assets. True will hold approximately 18% of the total Investment Units issued in the Combined Offering, and members of the Investment Advisory Council of the Fund appointed by the Management Company will include members of the board of directors and/or senior management of True Group. In addition, the Fund’s results of operations will depend heavily on the performance of and demand for the mobile telecommunications business of True Group. a) True Group can exercise significant influence over the Fund’s activities True and/or related parties can hold no less than18%, but no more than 1 over 3, of the total Investment Units issued in the Combined Offering. Following the Combined Offering, although True may not be allowed to vote on matters in which it or any of its subsidiaries is a connected party, True will still be in a position to exercise significant influence in matters which require, and are subject to, the approval of other Unitholders. In addition, the Fund expects that members of the Investment Advisory Council of the Fund appointed by the Management Company will include members of the board of directors and/or senior management of True Group. The Investment Advisory Council of the Fund is generally responsible for advising the Management Company on investments in Infrastructure Assets to be made by DIF. True will also exercise influence over the removal of the Management Company so long as True holds a significant amount of Investment Units. In addition, in other matters where True is allowed to vote as a Unitholder, True Group can exercise its votes according to its own interests. The Fund cannot assure investors that the interests of True

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Group will not be different from, and will not conflict with, the interests of DIF and the Fund’s other Unitholders. b) True Group will control the Telecom Asset Manager, which will provide certain administrative and sales and marketing services in relation to the Fund’s Telecom Infrastructure Assets True Group has a 99.99% shareholding interest in the Telecom Asset Manager through TUC and certain executive officers of True are also directors or executive officers of the Telecom Asset Manager. In addition, under the Master Services Agreement, Telecom Asset Management Company Limited, as the Telecom Asset Manager will be responsible for certain administrative services and the marketing of co-location leases, operations and management of the Telecom Infrastructure Assets to additional tenants, and the Telecom Asset Manager will receive certain commissions and fees for the services provided under the Master Services Agreement. Consequently, True Group will continue to exert substantial control over the management of the Telecom Infrastructure Assets, through which the Fund expectsto primarily generate all of the Fund’s revenue at the time of the Fund’s establishment. c) All the anchor tenants under the Master Lease, Operation and Management Agreements and BFKT and AWC are subsidiaries of True Group At the time of the Fund’s establishment, the anchor tenants will constitute the tenants leasing nearly all of the Fund’s telecommunications towers, core FOC grid and related equipment and upcountry broadband system under the Master Lease, Operation and Management Agreements, and BFKT will continue to collect revenues under the HSPA Leasing Agreement, a portion of which it and AWC (in connection with the revenues under the AWC Leasing Agreement) are obligated to pay to the Fund subject to the terms and conditions of the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC, respectively. Consequently, the Fund will be dependent on the anchor tenants, BFKT and AWC as the primary source of the Fund’s revenues. Even if the Fund’s efforts to diversify the Fund’s business risks out of True Group are successful, the Fund still expects, for the foreseeable future, to remain heavily dependent upon True Group for most of the Fund’s business and revenues. The Fund’s anchor tenants are also contractually obligated under the Master Lease, Operation and Management Agreements to perform regular maintenance on the Telecom Infrastructure Assets they lease. Any default in their obligations to perform maintenance on the Telecom Infrastructure Assets may decrease the Fund’s value and affect the investment value of the investors.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund d) The Asset and Revenue Sale and Transfer Agreements subject to the Fund’s certain risks Under the Asset and Revenue Sale and Transfer Agreement with True, True is obligated to, among other things, deliver, or procure the delivery of, a total of 6,000 telecommunications towers to the Fund. If True were to default on its obligation to deliver or procure the delivery of the6,000 towers to the Fund on time or at all, for example due to a failure to secure suitable sites for the towers or unexpected delays in construction, such default would affect the Fund’s strategies and rental revenues under the Master Lease, Operation and Management Agreement with TUC and could have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition. The Asset and Revenue Sale and Transfer Agreements with True, BFKT and AWC also provide that if certain events of default or trigger events occur, such as the failure by True to deliver the New Tower Assets on time, True will be obligated to pay the Fund certain damages at the agreed amount. If BFKT or AWC fail to deliver the net revenues due to the Fund under the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC for three consecutive payment periods, BFKT or AWC will be obligated to pay the Fund the net present value of all future unpaid revenue due to the Fund under such agreements and the terminal value of the assets. Such a payment by True, BFKT or AWC following a failure to perform or a trigger event may not accurately represent the full economic value of the Fund’s investment in the New Tower Assets, BFKT Telecom Assets and AWC Towers and may materially and adversely affect the investment unit value of the investors. In the event of such a default or an acceleration of revenue payments, there can be no assurance that True, BFKT or AWC will have enough liquidity or otherwise be in a position to comply with such obligations. The Fund’s future growth strategy and revenue largely depend on the benefits the Fund are entitled to under the Asset and Revenue Sale and Transfer Agreements and hence on the Transferring Entities meeting certain obligations and conditions set out therein. There can be no assurance that the Transferring Entities will be able to meet all of the obligations and conditions under these agreements or comply with all the obligations therein. Any inability of the Transferring Entities to meet the conditions or comply with the obligations in the Fund’s favor under the Asset and Revenue Sale and Transfer Agreements may affect the Fund’s ability to receive the benefits under such agreements and the Fund’s ability to benefit from third party co-location leases at the times the Fund expect, which would have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

e) The Fund will have no credit support or guarantee from True Group The Fund’s Telecom Infrastructure Assets will initially be leased to the anchor tenants, which will constitute all the Fund’s tenants under the Master Lease, Operation and Management Agreements. For payment of the revenues sold to the Fund under the Asset and Revenue Sale and Transfer Agreements by BFKT and AWC, the Fund will rely on BFKT and AWC, respectively, to deliver such revenues to the Fund. The Fund will initially be heavily dependent on lease payments and revenues generated by the anchor tenants, AWC and BFKT, as the case may be, to generate the Fund’s revenue, pay the Fund’s operating costs and make distributions to Unitholders. Any failure, delay or interruption by the anchor tenants, AWC or BFKT, as the case may be, in making required payments to the Fund under the Master Lease, Operation and Management Agreements or the Asset and Revenue Sale and Transfer Agreements or other default by the anchor tenants, AWC and/or BFKT of their respective obligations under the terms of the Master Lease, Operation and Management Agreements and/or the Asset and Revenue Sale and Transfer Agreements could materially and adversely affect the Fund’s ability to make payments or distributions that Unitholders are otherwise entitled to receive. Except for (i) an undertaking by TUC to pay or procure payments of the net revenues due to the Fund from BFKT under the Asset and Revenue Sale and Transfer Agreement with BFKT prior to the commencement of CAT Telecom’s payments to BFKT pursuant to the HSPA Leasing Agreement under a letter of undertaking and (ii) support from TUC to BFKT under a letter of support that will become effective following the commencement of CAT Telecom’s payments to BFKT, True Group will not be providing any form of guarantee, security or other credit enhancement to support the Fund’s obligations to Unitholders or the Fund’s other creditors, or to support the obligations of the anchor tenants under the leases in the event that the anchor tenants default under the Master Lease, Operation and Management Agreements or any other support. f) The Fund depend significantly on the telecommunications business of True Group The Fund’s ability to generate revenue from the Telecom Infrastructure Business will depend heavily on demand for the mobile telecommunications services of True Group and the anchor tenants, and the performance of their related telecommunications businesses. Accordingly, factors affecting the telecommunications business of True Group and the anchor tenants could materially and adversely affect the Fund’s business, prospects, results of operations, cash flows and financial condition. Furthermore, the Fund’s future expansion plans are expected to be based primarily upon True

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Group’s and the anchor tenants’ plans to expand their respective voice and data services through their wireless and FOC networks, which may be subject to changeor which may not materialize. Although the Fund may seek to expand the Fund’s telecommunicationsinfrastructure leasing businesses to other telecommunications operators with theability to operate and manage telecommunications infrastructure assets within the Thaitelecommunications industry that are outside of True Group, The Fund cannot assure investors that the Fundwill be successful in the Fund’s efforts to diversify the Fund’s revenue base generally. The Fund may not be able to find new or replacement tenants for the Fund’s Telecom Infrastructure Assetson terms similar to those of the Fund’s anchor tenants or on otherwise commercially acceptableterms. As a result, any of the foregoing events, and any disputes the Fund might have with TrueGroup, the Telecom Asset Manager, the Transferring Entities or any of the Fund’s anchor tenants, ora general deterioration in the Fund’s relationship with True Group, the Telecom Asset Manager, theTransferring Entities or the Fund’s anchor tenants, for any reason whatsoever, could have a materialadverse effect on the Fund’s business, prospects, results of operations, cash flows and financialcondition. 4.1.2

The Fund depends on a small number of anchor tenants for the Fund’s Telecom Infrastructure Assets and AWC and BFKT to make payments under the Asset and Revenue Sale and Transfer Agreements, and the Fund may not be able to collect payments due from such tenants or AWC and BFKT on time or at all in the event any of them were to declare bankruptcy or encounter severe financial difficulties. On the Investment Date, certain Telecom Infrastructure Assets transferred to the Fund will be leased only to and operated and managed by the Fund’s anchor tenants. The Fund expects that the lease payments from these tenants and revenues to be delivered to the Fund by AWC and BFKT will represent a significant portion of the Fund’s revenues for the foreseeable future. As a result, the financial return on the Fund’s Telecom Infrastructure Assets and the viability of the Fund’s business model will be materially dependent on the business and financial stability of the anchor tenants, AWC and BFKT. In the event any of the Fund’s anchor tenants or AWC or BFKT encounters severe financial difficulties, it may be difficult or impossible to collect amounts payable to the Fund pursuant to the Master Lease, Operation and Management Agreements or the Asset and Revenue Sale and Transfer Agreements with AWC and BFKT, as the case may be, on time or at all, which couldadversely affect the Fund’s cash flows and results of operations. Furthermore, if any of them default on their obligations under the Master Lease, Operation and Management Agreements or the revenue

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2016 Annual Report - Digital Telecommunications Infrastructure Fund payment obligations in the Asset and Revenue Sale and Transfer Agreements, the Fund may incur substantial costs in protecting the Fund’s investment and/or finding additional tenants tore-let the freed up capacity of the Fund’s towers. If an anchor tenant, AWC or BFKT declares bankruptcy, the Fund may be unable to collect balances due under the relevant Master Lease, Operation and Maintenance Agreements and/or the Asset and Revenue Sale and Transfer Agreements. Pursuant to Thai bankruptcy law, if one ofthe Fund’s anchor tenants, AWC or BFKT is under receivership, unpaid balances due by such tenant,AWC or BFKT to the Fund at the time an anchor tenant, AWC or BFKT is placed under receivership become an ordinary, unsecured bankruptcy lump-sum claim that will be paid only after certain priority claims are paid, and it will be repaid pro rata among non-secured creditors. Claims made by creditors of the anchor tenants, AWC or BFKT could in certain circumstances have priority over the Fund’s claims against the anchor tenants, AWC or BFKT with respect to their obligations to the Fund under the Master Lease, Operation and Management Agreements and the Asset and Revenue Sale and Transfer Agreements, as applicable. In the event that a creditor’s claim against the anchor tenants, AWC or BFKT is senior in right of payment to the Fund’s right to receive any outstanding amounts due to the Fund under the Master Lease, Operation and Management Agreements and the Asset and Revenue Sale and Transfer Agreements, the Fund may only be partially compensated, or may not be compensated at all for outstanding amounts. In addition, the Fund will not be able to receive any future amounts that the Fund would have been entitled to under the Master Lease, Operation and Management Agreements and the Asset and Revenue Sale and Transfer Agreements and thus will not receive the full economic benefit of such agreements. Moreover, any failure, delay or interruption by CAT Telecom to make rental and other fee payments to BFKT under the HSPA Leasing Agreement could adversely impact AWC’s and BFKT’s obligations to deliver sales revenues due to the Fund, AWC’s and BFKT’s respective financial condition and their ability to perform other obligations under the Asset and Revenue Sale and Transfer Agreements. An occurrence of any of the foregoing eventscould have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition. 4.1.3

Tower sharing and co-location tenants that also perform operation and management functions on the Fund’s telecommunications towers and FOC grid may not develop in the manner the Fund anticipate. The Fund’s business model is based on increased sharing and co-locations initially on the New Tower Assets and core FOC grid by telecommunications operators, as the addition of operators at existing towers and FOC grid facilitates better capacity utilization at relatively low incremental capital expense, enhancing the Fund’s cost and operational efficiencies. There can be no assurance that Page54

2016 Annual Report - Digital Telecommunications Infrastructure Fund telecommunications operators will seek to reduce costs by increasing their reliance on shared towers or FOC grids, either with other wireless telecommunications operators or with third-party stand-alone tower and FOC grid providers like the Fund. In particular, telecommunications operators may be unwilling to lease, operate and manage towers or FOC grids from third parties because they may not consider it to be economically beneficial or may be unwilling to surrender what they believe to be competitive advantages offered by ownership of proprietary networks, or for other reasons. Any failure of tower or FOC grid sharing to develop in the way that the Fundanticipate may adversely affect the Fund’s business, prospects, results of operations, cash flows and financial condition. 4.1.4

The Management Company may not be able to successfully implement the Fund’s investment strategies and may agree to amendments or modifications to the Transaction Documents, grant waivers or grant consents without seeking consent from the Unitholders. The Management Company will undertake the day-to-day management and control of the Fund’s business, which will be monitored by the Fund Supervisor. DIF depends on the Management Company’s performance and the ability of the Management Company to perform or operate and manage DIF. Failure by the Management Company to perform or operate and manage DIF in an effective and efficient manner or comply with36requirements and conditions of applicable laws could have a material adverse effect on the Fund’s ability to pay dividends to, and on the rights and benefits of, the Unitholders. The Management Company will engage the Telecom Asset Manager to undertake certain administrative tasks and the marketing and selling of co-location leases on the Telecom Infrastructure Assets to additional tenants that also perform operation and management functions. The Unitholders may not have the opportunity to evaluate the Management Company’s decisions regarding specific strategies used or the investments made by the Fund or the terms of any such investment. The failure of the Management Company to successfully implement the Fund’s strategies could have a material adverse effect on the Fund’s business, financial condition, results of operations and prospects. In addition, the Management Company will have the right to exercise, or to consent to the exercise of, certain rights and remedies to be taken with respect to the Telecom Asset Manager and the Telecom Infrastructure Business or to consent to certain amendments and modifications (other than amendments and modifications requiring consent from Unitholders)or to grant waivers to any of the conditions in the Transaction Documents in its sole discretion, which may not be consistent with the interests of all Unitholders. Any such actions taken by the Management Company will be binding on the Unitholders and may not be in the best interests of a particular Unitholder.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.1.5

The Fund may fail to acquire telecommunications infrastructure assets on acceptable terms or successfully integrate them or the Fund may be unable to identify suitable targets, or the Fund’s growth strategy and expansion plans may otherwise not be successful. The Fund’s growth strategy relies significantly on the Fund’s ability to pursue selective acquisitions of or investments in telecommunications infrastructure assets from the Transferring Entities, other True Group entities or other third parties. There can be no assurance that acquisitions or investments can be made in a timely manner or on terms and conditions acceptable to the Fund, nor can there be any assurance that the telecommunications infrastructure assets available for acquisition or investment from the Transferring Entities, other True Group entities or other third parties in the future will be attractive acquisition candidates.

4.1.6

The Management Company and DIF are not experienced in the telecommunications infrastructure business, and the failure of the Management Company to manage the Fund and/or the Telecom Asset Manager to provide relevant services in relation to the Telecom Infrastructure Business in an effective and efficient manner could have a material adverse effect on the Fund’s business, financial condition, results of operations and prospects. The Fund will be managed by the Management Company. In turn, the Management Company will depend on the Telecom Asset Manager in respect of certain administrative tasks and the marketing and selling of co-location leases on the Telecom Infrastructure Assets to additional tenants that also perform operation and management functions. In addition, if the TelecomAsset Manager is unable to perform its duties pursuant to the Master Services Agreement, DIF may be unable to appoint another entity to manage the Telecom Infrastructure Business and market and sell co-location leases with a corresponding duty to conduct operations and management of the Telecom Infrastructure Assets as effectively as the Telecom Asset Manager or at all, which could have an adverse effect on the Fund’s business, financial condition, results of operations and prospects.

4.1.7

The Fund may not have legally enforceable ownership over the future revenue sold to the Fund pursuant to the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC, and the transfer of ownership of the future revenue under the Asset and Revenue Sale and Transfer Agreements may be subject to challenges or subject to claims by other creditors. Under the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC, BFKT and AWC will sell the Fund revenue to be generated from the rental of the BFKT Telecom Assets and AWC Towers, respectively. Such sales are governed by the laws of Thailand, and limitations and Page56

2016 Annual Report - Digital Telecommunications Infrastructure Fund restrictions under such laws may materially and adversely affect theeffectiveness of transfer of ownership of the future revenue and such sale may be subject to challenges under Thai law. In addition, existing or future creditors of BFKT and AWC, or any administrator, official receiver, or liquidator, may make claims against BFKT and AWC (as the case may be) with respect to obtaining the cash from BFKT and AWC composing the purchased revenue from the rental of the BFKT Telecom Assets and AWC Towers. If a creditor or another party makes a claim against BFKT or AWC, the Fund’s right to claim against BFKT or AWC, respectively, for the value of the purchased revenue may not have priority over the rights of BFKT’s or AWC’s other unsecured creditors, or any administrator, official receiver, or liquidator. Any successful challenge to the transfer of future revenue purchased from BFKT and AWC pursuant to the Asset and Revenue Sale and Transfer Agreements will result in the loss of this revenue source,which would have a material adverse effect on the Fund’s business, financial condition, results of operations and prospects, and on the Unitholders’ rights to distributable payments. 4.1.8

The operation, administration, maintenance and repair of the FOC systems and upcountry broadband system require significant expenses and are subject to risks. Each of the Fund’s systems is subject to the risks inherent in large-scale, complex FOC telecommunications systems and upcountry broadband systems including (i) equipment breakdowns; (ii) service interruptions; (iii) power outages; (iv) software defects; (v) security breaches; (vi) physical damage to access lines and equipment; and (vii) natural disasters. More specifically, a majority of the FOC is aerial, and therefore is subject to damage from inclement weather, and the remainder of the FOC is in underground ducts, which also could be damaged accidentally, either of which could result in a temporary reduction or interruption of service. Any default in TU’s and BFKT’s obligations to perform maintenance on the FOC grids and upcountry broadband system may decrease the asset values and affect the investment values. The Fund’s systems may also not continue to function as expected in a cost-effective manner. For example, when the Fund’s transmission equipment become obsolete or reach its design-life capacity, we may have to incur significant capital expenses depending on the nature and extent of replacements necessary, which could negatively affect the Fund’s business, results of operations and financial condition.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.1.9

The Summary Independent Appraisal Reports and summaries thereof, and any underlying Reports, are not opinions on the commercial merits of DIF nor are they opinions, expressed or implied, as to the future trading price of the Investment Units or the financial condition of DIF upon listing, and the valuation contained therein may not be indicative of the true value of DIF’s assets. The valuation of the Telecom Infrastructure Assets and the net future revenues of the Telecom Infrastructure Business arebased on various estimates and assumptions with respect to the Telecom Infrastructure Business including its present and future financial condition, business strategies and environment in which it will operate in the future. These assumptions are based on information provided by, and discussions with or on behalf of, the management of the Management Company and True Group, and reflect current expectations and views regarding future events and, therefore, necessarily involve known and unknown risks and uncertainties.

4.1.10 The Office of the NBTC may in the future require the Fund to file for a 3rd-category license to operate telecommunication business. The Management Company received a clarification letter dated October 3, 2013 from the Office of the NBTC. The letter states that if the Fund’s business activities are not characterized by the utilization of telecommunications infrastructure assets by means of leasing out such assets tithe public (which is considered the operation of a telecommunications business with the purpose of providing services to the public), the Fund would not be required to obtain a Type Three telecommunications license from the NBTC. The clarification letter further states that, if the Fund were to obtain a Type Three telecommunications license from the NBTC and such action was interpreted as contradicting SEC laws and regulations which prohibit the Fund from carrying out infrastructure businesses by itself, the Fund may have other legal entities, which hold telecommunications license from the NBTC or which have not yet obtained, but would be required to obtain, such a license, to operate and manage the telecommunications infrastructure assets and carry out any other similar activities. Accordingly, the Fund believes that the Fund will not be required to apply for a telecommunications license from the NBTC. However, if the NBTC were to subsequently interpret the relevant regulations in a way that differs from the Fund’s current understanding of the clarification letter from the NBTC, raise any objection or impose any conditions or restrictions on the Fund, or rule that a telecommunications license is required, the Fund could suffer a disruption to the Fund’s activities or dissolution and, in certain circumstances, the Fund may be subject to legal penalties. The Fund would also have to pay customary annual fees for a telecommunications license as well as USO fees. Any such events could have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.1.11 Any inability to obtain consents from landlords and permission or approval from right of way grantors or to protect the Fund’s rights to the land on which the Fund’stelecommunications towers and FOC are located may adversely affect the Fund’s business, prospects, resultsof operations, cash flows and financial condition. Substantially all of the land and property on which the telecommunications towers the Fund will lease to the Fund’s tenants that will also operate and manage the Fund’s telecommunications infrastructure assets are located is leased from private and public landowners or landholders, and most of the FOC the Fund will acquire from TU is laid pursuant to contractual rights of way the Public Utilities Authorities have granted to TU. The Transferring Entities will, and represent to the Fund that they are entitled under the terms of the lease arrangements and relevant rights of way to,grant the Fund and the Fund’s tenants a right of use and access to the leased premises pursuant to the Asset and Revenue Sale and Transfer Agreements. However, there can be no assurance that the landowners or landholders will not object to this or prohibit the Fund’s co-location tenants from installing equipment on the towers or entering the premises. If this were to happen and the Transferring Entities were unable to secure consent for third-parties to use the premises or if the sites on which any of the Telecom Infrastructure Assets are located cannot be used or accessed due to certain legal imperfections and limitations, the Transferring Entities would be obligated pursuant to the terms of the Asset and Revenue Sale and Transfer Agreements to relocate or replace such towers or, if unable to relocate or replace such towers within an agreed period, to purchase back such towers from the Fund. The repurchase price the Transferring Entities would pay for such towers is equal to the terminal value of such affected assets, plus interest at the rate of 7.5% per annum from the date the transfer of such assets is completed, less rental payments received by the Fund for the leasing, operation and management of such towers, plus interest at the rate of 7.5% per annum from the date on which the relevant rental payments for the affected assets were received by the Fund from the anchor tenants in accordance with the Master Lease, Operation and Management Agreements, which may not accurately represent the full economic value of otherwise owning the towers for the remainder of their lives. In addition, if any towers are repurchased, the Fund will lose the benefit of the future rental income stream from any such towers, which may in turn reduce the value of the Fund’s units. 4.1.12 The Fund may face repayment and refinancing risks with respect to any future debt and may not be able to obtain any required future financing on acceptable terms or at all. The Fund may need to expend capital periodically for replacement of the Telecom Infrastructure Assets. In addition, the Fund may require a significant amount of capital or debt financing in order to

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2016 Annual Report - Digital Telecommunications Infrastructure Fund fund the acquisition of additional investments, including the exercise of DIF’s right to purchase and/or right of first offer under the Asset and Revenue Sale and Transfer Agreements. In order to comply with the Fund Scheme and the Securities Law, if DIF has an adjusted net profit in a given year, it is required to pay not less than 90% (or any other percentage as may be required by the SEC Act from time to time) of the adjusted net profit for the year as dividend distributions to Unitholders. If DIF has accumulated profits, it may pay distributions to Unitholders out of such accumulated profits and capital reduction. Dividend distributions may not be made in the case of accumulated loss. As a result of this dividend distribution requirement and in light of the Fund’s stated policy of making dividend distribution payments amounting to no less than 90% of the Fund’s adjusted net profit, the Fund may not be able to meet all of the Fund’s obligations to repay any future borrowings from the Fund’s cash flow. The Fund may be required to repay maturing debt with funds from additional debt or equity financing or both, in the event the Fund’s debt repayment reserves are insufficient. Refinancing and additional debt or equity funding may not be available as and when required or on terms acceptable to the Fund. Terms of any refinancing arrangements undertaken may be less favorable to the Fund than the terms of the original borrowings they are meant to refinance. DIF is subject to a debt to equity ratio limit of no more than three times (3:1) or such other ratio as may be prescribed by the Thai SEC from time to time. In addition, the Fund’s debt service obligation may increase in the future because of rising interest rates. If principal amounts and interest payments due at maturity cannot be refinanced, extended or paid with proceeds from other capital sources, such as the issuance of new Units, the Fund will not be able to pay distributions at expected levels to Unitholders or to repay the Fund’s debt obligations as they become due. Any failure by the Fund to service the Fund’s debt obligations, maintain any required security interests or otherwise perform the Fund’s obligations under financing agreements could lead to a termination of one or more of the Fund’s credit facilities, trigger cross default provisions, penalties or acceleration of amounts due under such facilities, any or all of which may adversely affect the Fund’s business, financial condition, results of operations and prospects. 4.1.13 The Fund’s rights and the rights of Unitholders to recover claims against the Management Company and the Fund Supervisor are limited. The Commitment between the Management Company and the Unitholders and the Fund Supervisor Appointment Agreement between the Management Company and the Fund Supervisor limit the liability of the Management Company and the Fund Supervisor, as the case may be, to any matter or thing done or suffered or omitted to be done by them in good faith in the absence of fraud, willful

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2016 Annual Report - Digital Telecommunications Infrastructure Fund default, breach of trust or where the Management Company or the Fund Supervisor fails to exercise due care. In addition, the Commitment and the Fund Supervisor Appointment Agreement provides that the Management Company and the Fund Supervisor are entitled to be indemnified against actions, costs, claims, damages, expenses or demands to which it may be subject as the manager or supervisor of DIF, respectively, so long as such action, cost, claim, damage, expense or demand is not occasioned by fraud, willful default, breach of trust or where the Management Company or the Fund Supervisor fails to exercise due care. As a result, the Fund’s rights and the rights of Unitholders to recover claims against the Management Company and the Fund Supervisor may be limited.

4.2 Risks Relating to the Telecom Infrastructure Business 4.2.1

A decrease in demand for telecommunications infrastructure assets in Thailand could materially and adversely affect the Fund’s operating results. The Fund’s business will consist primarily of owning telecommunications towers and related infrastructure and FOC grid and upcountry broadband system and providing access to these towers and the FOC grid and upcountry broadband system to mobile and other telecommunications operators. The Fund will also acquire the right to revenues to be generated from BFKT’s and AWC’s rental of the BFKT Telecom Assets and AWC Towers,respectively. Factors adversely affecting the demand for telecommunications tower space, use of active telecommunication infrastructure and FOC grid and upcountry broadband system in Thailand in general, and space on towers, capacity on FOC and the Fund’s right to revenues generated from the rental of the BFKT Telecom Assets and AWC Towers in particular, would adversely affect the Fund’s prospects, financial condition and operating results. The Fund’s business and strategic plans are based partly on the assumption that the subscriber base for mobile telecommunications services in Thailand will grow at a rapid pace and that themobile telecommunications operators in Thailand will adopt the tower sharing model on a widespread basis. If the mobile telecommunications services market of Thailand does not grow or grows at a slower rate than the Fund expect, or the behavior of market players does not meetthe Fund’s current expectations, the demand for the Fund’s telecommunication infrastructure assets will be adversely affected, which in turn would have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.2.2

The Fund is heavily dependent on factors affecting the mobile telecommunications industry in Thailand, in particular the growth of True Group and the anchor tenants. The Fund is heavily dependent on factors affecting the mobile telecommunications industry in Thailand, in particular the growth of True Group and the anchor tenants. The Fundâ&#x20AC;&#x2122;s operations and performance are directly related to the performance of the telecommunications industry in Thailand, and are therefore affected by factors that generally affect that industry. The telecommunications industry is sensitive to factors such as consumer demand and telecommunications operatorsâ&#x20AC;&#x2122; debt levels, their ability to service their debt and other obligations and general economic conditions. In addition, the telecommunications industry of Thailand may face policy changes in response to recent industry developments, including the liberalization of the industry and issuance of new service licenses by the Regulatory Authorities, coupled with increasing competition and declining ARPU. There can be no assurance that 3G, 4G or other new telecommunication technologies in Thailand will be deployed or adopted as rapidly as the Fund expect, or that these new technologies will be implemented in the manner that the Fund anticipate. For example, while telecommunications operators have rolled out their 3G services, this has not yet resulted in a significant increase in their demand for new towers as these operators have upgraded their existing active infrastructure to provide 3G services for the first phase instead of renting, building or utilizing additional towers for the rollout of such services. Further, the deployment of4G services has been limited to date. The demand by consumers and the adoption rate for these new technologies, once deployed, could be slower than anticipated. Any of these factors could have a material adverse effect on the growth of telecommunications operators in Thailand like the Fund.

4.2.3

Increasing competition in the telecommunications infrastructure business may create pricing pressures that may adversely affect the Fundâ&#x20AC;&#x2122;s business, prospects, operating results, cash flows and financial condition. The telecommunications infrastructure business in Thailand is becoming highly competitive in nature. The Fund faces competition in the market from the telecommunications infrastructure assets provided by mobile telecommunications operators and potentially in the future from independent telecommunications infrastructure companies. Certain established mobile telecommunications operators such as AIS and DTAC have their own telecommunications infrastructure portfolios, and may be contemplating offering similar services as those of DIF or transferring these to independent infrastructure companies. Such mobile telecommunications operators might also be required to share their passive telecommunications infrastructure assets, including towers, with other mobile operators Page62

2016 Annual Report - Digital Telecommunications Infrastructure Fund pursuant to the Infrastructure Sharing Notification, which might reduce demand for the leasing, operating and managing of the Fund’s Telecom Infrastructure Assets. Thailand’s incumbent telecommunication providers, CAT Telecom and TOT, may also, subject to regulatory and governmental approvals, establish independent infrastructure businesses that could compete directly with the Fund’s. Certain of True Group’s and the anchor tenants’ competitors may have access to greater financial resources than they do, or may act in unison with each other to the Fund’sdisadvantage. Further, independent domestic tower operators may enter the market, which may lead to consolidation and the emergence of stronger competitors. The Fund operate only in the Thai marketand have a limited number of tenants that also perform operating and management functions and in the event the Fund lose any such tenants due to any competitive pressures or otherwise, or such tenants choose to use the services of other telecommunications infrastructure asset providers in the expansion of their networks, the Fund may not be able to find new tenants that also perform operating and management functions for the Fund’s Telecom Infrastructure Assets and may not benefit from the rollout plans of such potential tenants, which may adversely affect the Fund’s business, prospects, results of operations, cash flows and financial condition. Increasing competition could also make securing the rights to land for the Fund’s telecommunications towers more costly. The Fund cannot assure investors that the Fund will be able to successfully compete within this increasingly competitive industry. 4.2.4

New technologies could make the Fund’s business less desirable to current and/or potential customers and result in decreasing revenues. The development and implementation of new technologies designed to enhance the efficiency of networks could reduce the use of and need for telecommunications tower-based wireless transmission and reception services, as well as FOC networks, which would likely have the effect of decreasing demand for the Fund’s telecommunications towers and FOC grid. Examples of such technologies include technologies that enhance spectral capacity. In addition, the emergence of new technologies could reduce the need for telecommunications tower-based broadcast services transmission and reception and FOC networks. The development and implementation of any of these and similar technologies to any significant degree could reduce and even eliminate the demand for the business services that the Fund provides and could have a material adverse effect on the Fund’s business, prospects, results of operations and financial condition. The Thai mobile telecommunications industry has experienced consolidation in the past and may experience further consolidation in the future, which may result in the consolidation of mobile

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2016 Annual Report - Digital Telecommunications Infrastructure Fund telecommunication networks and reduced capital expenditures due to the potential overlap in network coverage and in expansion plans. Significant consolidation among the Fund’s tenants and potential co-location tenants, both of which would perform operation and management functions on the Fund’s telecommunications infrastructure assets, may result in reduced capital expenditures in the aggregate because the existing networks of many mobile carriers overlap, as do their expansion plans. Pursuant to any such consolidation, certain parts of the Fund’s actual or potential tenants’ merged networks may be deemed to be duplicative and these tenants may attempt to eliminate these duplications. The Fund’s future results of operations could be negatively impacted if a significant portion of the Fund’s lease revenue or the right to revenue under the Master Lease, Operation and Management Agreements and Asset and Revenue Sale and Transfer Agreements, respectively, is eliminated from the Fund’s ongoing contractual revenues. There can be no assurance that there will not be further consolidation of Thai mobile telecommunication operators in the future, which could decrease the Fund’s revenue from the Fund’stenants that also perform operation and management functions and may adversely affect the Fund’sbusiness and financial condition. 4.2.5

If mobile operators consolidate or merge with each other to any significant degree, the Fund’srevenue and ability to generate positive cash flows could be adversely affected. The Thai mobile telecommunications industry has experienced consolidation in the past and may experience further consolidation in the future, which may result in the consolidation of mobile telecommunication networks and reduced capital expenditures due to the potential overlap in network coverage and in expansion plans. Significant consolidation among the Fund’s tenants and potential co-location tenants, both of which would perform operation and management functions on the Fund’s telecommunications infrastructure assets, may result in reduced capital expenditures in the aggregate because the existing networks of many mobile carriers overlap, as do their expansion plans. Pursuant to any such consolidation, certain parts of the Fund’s actual or potential tenants’ merged networks may be deemed to be duplicative and these tenants may attempt to eliminate these duplications. The Fund’s future results of operations could be negatively impacted if a significant portion of the Fund’s lease revenue or the right to revenue under the Master Lease, Operation and Management Agreements and Asset and Revenue Sale and Transfer Agreements, respectively, is eliminated from the Fund’s ongoing contractual revenues. There can be no assurance that there will not be further consolidation of Thai mobile telecommunication operators in the future, which could decrease the Fund’s revenue from the Fund’stenants that also perform operation and management functions and may adversely affect the Fund’sbusiness and financial condition.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.2.6

Licenses and permits required in the telecommunication infrastructure business are varied and may be difficult to obtain, and once obtained, may be amended, restricted or revoked or may not be renewed. The rollout of telecommunications towers, FOC and broadband systems requires approvals or permits from various authorities, including the NBTC, the Public Utilities Authorities and local officials (for construction permits in the case of towers). These licenses or approvals are subject to review, interpretation, modification, restriction or termination by the relevant authorities and as a result of any such actions the Fund may be unable to utilize the Fund’sTelecom Infrastructure Assets in the manner expected. The Telecom Infrastructure Business may require various permits, licenses and approvals from various authorities as and when the Fund is required or obligated to obtain them or when they are due for renewal, which could have an adverse effect on the Fund’s prospects, business, result of operations and financial conditions. Further, these permits, licenses and approvals are subject to conditions and the Fund cannot assure investors that the Fund will be able to meet these conditionson an ongoing basis, which may lead to cancellation, revocation or suspension of the relevant permits, licenses or approvals. Failure to renew, maintain or obtain the required permits,licenses or approvals may result in the interruption of the Fund’s tenants’ operations and may have a material adverse impact on the Fund’s business. The Fund cannot assure investors that the relevant authorities will not take any action or impose any conditions in relation to such licenses that could materially and adversely affect the Fund’s operations. In addition, if the Fundis unable to obtain certain of these approvals and permits, the Fund may be required to seek alternative sites and incur considerable effort and expense where a suitable alternative site is not available. In addition, litigation costs and expenses could have a material adverse effect on the Fund’s prospects, business, results of operations and financial condition.

4.2.7

The litigation expenses that might lead to the negative impacts towards the Fund’s business opportunities, business, operating results, and financial positions The litigation expense related to the Telecom Infrastructure Business and Assets that the Fund or anchor tenants have responsibility, including the penalties that the court commands the Fund or anchor tenants to pay for certain cases might be substantial in amount. The burden to pay for them might impact the rents and the revenues that the Fund expects to receive. Also, if the expenses are considered material, there shall be some negative influences towards the Fund’s business opportunities, business, operating results, and financial positions.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.2.8

Thailand’s communications industry is regulated by the NBTC, which is a newly established body, and a 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 2000Frequency Allocation Act and the TBA Act. In October 2004, the National Telecommunications Commission (NTC) was established as the new independent regulator of the telecommunications industry in Thailand, assuming the regulatory functions previously exercised by the Telephone Organization of Thailand (the predecessor of TOT), the principal provider of domestic wire line communication services in Thailand, the Communications Authority of Thailand (the predecessor of CAT Telecom), the principal provider of international communications services in Thailand, and all other previous telecommunications regulators. The current Thai Constitution enacted in August 2007 provided that key telecommunications laws and regulations shall remain in effect. However, section 47 of the 2007 Constitution states that there shall be a single entity regulating both telecommunications and broadcasting industries. In December 2010, the 2010Frequency Allocation Act established the National Broadcasting and Telecommunications Commission (“NBTC”) and replaced the NTC. The NBTC has broad powers over the telecommunications and broadcasting industries under the grant of powers by the 2010Frequency Allocation Act, the Radio and Television Broadcasting Act B.E. 2551(2008) and the TBA Act. There are two subcommittees under the NBTC to regulate broadcasting and telecommunications sectors; namely, the Broadcasting Committee and the Telecom Committee. In April 2012, the NBTC issued regulations prescribing three master plans, a Spectrum Frequency Management Master Plan (including the National Table of Frequency Allocation), a Broadcasting Master Plan and a Telecommunications Master Plan. These master plans setout guidelines for, among other things, the licensing regime, the numbering plan, universal service obligations, radio frequency allocation, interconnection arrangements and consumer protection. The NBTC enforces most rules issued by the NTC and also issues new or newly-amended regulations covering various topics such as (1) types of telecommunication services and issuance conditions of telecommunication license; (2) qualifications and procedures to apply for three types of licenses existing in Thailand; (3) allotment measures of numbers; (3) telecom licensing fees; (5) acquisition by foreign entity; (6) mobile number portability; (7) regulations on antitrust and unfair competitions; (8) regulations on network interconnection; (9) procedures for grievances by customers and responses; (10) standards of telecommunication service agreement; (11) maximum service rates

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2016 Annual Report - Digital Telecommunications Infrastructure Fund allowed to charge and advanced service charge; (12) regulations on personal data protection; (13) domestic roaming; (14) infrastructure sharing and (15) wholesale and resale of service. The 2010 Frequency Allocation Act meanwhile requires the NBTC to â&#x20AC;&#x153;auctionâ&#x20AC;? the telecom frequency to telecom operators and the first 3G frequency was successfully auctioned for the first time in 2012 resulting in three companies within the groups of the current telecom operators to be allocated the frequency under 2100 MHz band. The 2010 Frequency Allocation Act authorizes the NBTC to do the following: -

To formulate a policy and a master plan for the telecommunication, radio and broadcasting businesses as well as for allocating frequency to be used in these businesses based on the provisions of (1) the 2007 Constitution of Thailand; and (2) the Spectrum Frequency Management master plan. To set a structure for calculation of fees and service fees that telecommunication providers and radio and TV operators will charge clients as well as a structure to calculate rates of network interconnection. To issue license and to supervise the use of radio frequency in the telecommunication, radio and broadcasting businesses. To set criteria and procedures to issue licenses to telecommunication operators and radio and television broadcasters in Thailand including terms, conditions and licensing fees; to supervise the telecommunication, radio and broadcasting businesses in Thailand To set up criteria and specifications of the telecommunication, radio and broadcasting businesses in Thailand as well as criteria and procedures of network interconnection and access To plan the allocation of telecom numbering, to designate the numbering to service operators and to determine criteria and procedures for mobile number portability. To promote fair competition in the telecommunication industry To set up measures promoting antitrust and preventing unfair competitions To specify universal service obligations and terms and conditions to provide service in remote areas; and To set criteria and procedures to protect the rights of telecommunication users and users of radio and TV broadcasting.

Although the NTC, a former telecommunications regulator established by the 2000Frequency Allocation Act, issued many telecom regulations which created a fundamental regulatory framework for the telecom industry, the new 2010Frequency Allocation Act sets out regulatory frameworks Page67

2016 Annual Report - Digital Telecommunications Infrastructure Fund different from those of the 2000Frequency Allocation Act. In addition, the structure of the regulatory entity has changed, as the Telecom Committee is now subcommittee of the NBTC, and therefore subject to the NBTC board’s approval for certain issues. Due to these regulatory changes, the Fund cannot predict how the NBTC will exercise its regulatory authority, the nature and scope of the policies and regulations the NBTC will issue in the future or how the NBTC will supervise the implementation of its existing and future policies and regulations. The Fund cannot predict the impact of any of the actions that the NBTC has taken since its formation. In particular, the Fund cannot predict the impact that the new regulations may have on True Group’s rights. In addition, future roles of Ministry of Information and Communication Technology who is responsible for the planning, promotion and development of Thailand’s ICT industry and policy formulation of state-owned enterprises remain unclear. These uncertainties resulted from a material reform of Thailand’s telecommunication industry supervision mechanisms may negatively affect True Group’s ability to exercise its business strategy or to adapt to changing market circumstances. Although the Fund is confident that the formation of an independent unit is a positive development for private operators such as True Group, the Fund, however, cannot affirm that the NBTC won’t do anything that may adversely affect True Group’s business, financial status, operating result and even business opportunity. For example, if NBTC has a policy or regulation that leads to higher competitions or lower service charges in the industry that True Group is competing or may enter, its business, financial status, operation result and business opportunity will be negatively affected. 4.2.9

The Fund’s ability to provide services may be interrupted due to system failures or a shutdown of True Group’s information technology systems. Under the Master Lease, Operation and Management Agreements and the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC, the Fund will rely extensively on True Group’s information technology systems to provide connectivity across the Fund’s business functions through software, hardware and network systems. The Fund relies on these systems to, among other things, monitor the performance of the Fund’s towers and FOC grid and other facilities such as electricity and air-conditioning systems, maintain the Fund’s internal controls and enable the Fund’sbusiness planning. Any failure in information technology or loss of connectivity or any loss of data arising from such failure, over which the Fund has only a limited degree of control, could have a material adverse effect on the Fund’s business, prospects, results of operations and financial condition.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.2.10 The Fund’s telecommunications towers, FOC assets, upcountry broadband system and related infrastructure may be affected by natural disasters and other unforeseen damage for whichthe Fund’s insurance may not provide adequate coverage. The Fund’s telecommunications towers, FOC and upcountry broadband assets and related infrastructure are subject to risks associated with natural disasters, such as wind storms, floods, earthquakes, as well as other unforeseen damage, such as floods similar to those that occurred in Thailand between September and December 2011.Any damage or destruction to the telecommunications towers, FOC assets or related infrastructurethe Fund will own, lease or derive revenue from or any disruption of, or negative impact on the Thai economy as a whole as a result of these or other risks could adversely impactthe Fund’s ability to provide services to the Fund’s customers and could impact the Fund’s results of operations and financial condition. While the Fund, AWC and BFKT will maintain customary insurance for the respective Telecom Infrastructure Assets, the Fund, AWC and BFKT may not have adequate insurance to cover the associated costs of repair or reconstruction and/or certain risks might not be insurable. Further, the business interruption insurance the Fund will have on certain assets may not adequately cover all of the Fund’s lost revenues and potential revenues from new tenants that could have been added to the Fund’s towers but for the damage or other consequential losses. If the Fundis unable to provide services to our tenants that also perform operation and management functions as a result of any damage to the Fund’stelecommunications towers, FOC assets and related infrastructure, it could lead to loss of such tenants, resulting in a corresponding adverse effect on the Fund’s business, prospects, results of operations and financial condition.

4.3 Risks Relating to True Group’s Telecommunications Business 4.3.1

True Group competes with its concession grantors, which are State-owned Enterprises, and this has led to and could continue to lead to disputes with them. True Group partially depends on concessions granted by TOT to provide wire line and related services, including data communications services and multimedia services. TOT and CAT Telecom are also two of True Group’s major competitors. TOT provides, among other things, domestic wire line telecommunications, public payphone, data, broadband and multimedia services, including leased lines and Internet access, and mobile communications services in Thailand. CAT Telecom provides, among other things, international telephone, data and mobile communications services in Thailand.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Competing with True Group’s concession grantors, which are State-owned Enterprises, has resulted and may continue to result in significant conflicts of interest that can lead to disputes. These disputes can adversely affect True Group’s business in a number of ways. True Group cannot assure investors that any ongoing or new disputes will not affect its relationship with TOT and CAT Telecom. Nor can True Group assure investors that any of these disputes will be successfully resolved in its favor, and if True Group is unsuccessful, its business, financial condition, results of operations and prospects could be adversely affected. Even if True Group obtains a final and non-appealable arbitral award or court judgment in its favor, True Group may not be successful in enforcing its rights to collect any damages or other remedies awarded to it in full or at all, or on a timely basis. 4.3.2

Certain agreements between CAT Telecom and True’s subsidiaries in relation to 3G Services on the 850 MHz frequency spectrum are the subject of investigations and maybe further amended by a Thai court or regulatory authority. Following the execution of the HSPA Agreements in January 2011, certain Government Agencies, Independent Agencies, Regulatory Authorities and parliamentary agencies began investigating aspects of the HSPA Agreements, including whether the HSPA Agreements fall under the 1992 PPP Act or violate provisions of the Frequency Allocation Act or TBA Act. Investigations and/or inquiries are being conducted by the National Anti-Corruption Commission. Pursuant to a June 2012 resolution of the NBTC’s telecom committee requesting that CAT Telecom and BFKT and Real Move, respectively, execute certain amendments to the HSPAAgreements, the parties have entered into MOUs. As of the date of the Prospectus, the parties are in the process of entering into amendments to their respective HSPA Agreements that incorporate the terms of the MOUs and comments received from the NBTC’s telecom committee following its review of the MOUs. On October 17, 2013, the NBTC approved the amendments to the HSPA Agreements proposed in the MOUs. As of the date of the Prospectus, the proposed amendments under the MOUs have not been ratified by BFKT and Real Move, respectively, and CAT Telecom. Although the Cabinet on October 8, 2013 approved a budget of THB14.545billion for CAT Telecom to invest in the 3G HSPA network pursuant to the HSPA Agreements, pending further contract and project approval procedures by relevant authorities with respect to payments made or received under the HSPA Agreements and the amendments of the HSPA Agreements as contemplated by the MOUs, CAT Telecom is currently not receiving or issuing payments to settle liabilities with BFKT or Real Move in accordance with the HSPA Agreements, nor is CAT Telecom making or receiving interconnection payments with other mobile operators. As of December 31, 2012, the amount of unbilled receivables

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2016 Annual Report - Digital Telecommunications Infrastructure Fund due to BFKT from CAT Telecom under the HSPA Leasing Agreement was approximately THB6.9 billion. CAT Telecom’s refusal to make payments toBFKT under the HSPA Leasing Agreement could render BFKT and AWC unable to pay revenues to the Fund with respect to the BFKT Telecom Assets and AWC Towers, respectively, under the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC. In addition, CAT Telecom’s refusal to make or receive interconnection payments with other mobile telecommunication operators could also subject CAT Telecom to accrued default interest, and CAT Telecom may seek reimbursement from Real Move. Any refusal to make payments under any agreement to which CAT Telecom and BFKT or Real Move is a party or any attempt by CAT Telecom to seek reimbursement from Real Move would affect the Fund’s business, cash flows, financial condition and prospects. CAT Telecom also has call options to purchase approximately 667 of the BFKT Towers and BFKT FOC Transmission Grid that BFKT will sell the rights to the net revenues generated from to DIF pursuant to the Asset and Revenue Sale and Transfer Agreement with BFKT. In order to exercise its call option, CAT Telecom must pay the purchase price for the actual cost of the towers and FOC and transmission equipment plus interest thereon at the rate of the average minimum lending rate of four major Thai banks if the call option is exercised during the initial six months following the date of which such towers and FOC and transmission equipment are leased or 1% per month if the call option is exercised after the initial six months. As a State-owned Enterprise, CAT Telecom may also be required to obtain approval from certain Independent Agencies and the Cabinet before exercising its call option. If CAT Telecom were to exercise its call options to purchase the towers and FOC and transmission equipment owned and operated by BFKT following the completion of the Offering, BFKT would be obligated under the Asset and Revenue Sale and Transfer Agreement to replace such assets prior to the expiration of the HSPA Leasing Agreement, failing which BFKT will pay the Fund the terminal value of such assets, which may not accurately represent the full economic value of otherwise owning such assets for the remainder of their useful lives. In April 2013, the NBTC passed a resolution with respect to the investigation on the alleged violation of TBA Act in favor of BFKT and CAT Telecom in which the NBTC decided not to file a criminal charge against BFKT and CAT Telecom. In June 2013, the Council of State issued a legal opinion stating that the HSPA Agreements are not subject to the 1992PPP Act.45. However, if the final determinations of other investigations being conducted by other Independent Agencies result in unfavorable decisions that are further endorsed by the final judgment of the Thai court with a finding that the HSPA Agreements fall under the 1992PPPAct or violate the Frequency Allocation Act, TBA Act or other relevant laws and regulations, regulatory and/or legal action may be taken against CAT Page71

2016 Annual Report - Digital Telecommunications Infrastructure Fund Telecom, BFKT and/or Real Move, including, but not limited to, actions seeking to further amend the HSPA Agreements. If BFKT’s telecom equipment rental services and operation and maintenance services are found to be in violation of the TBA Act due to the operation of a telecommunications business or use of a telecommunication spectrum frequency without the required permission or a license, BFKT could be subject to criminal prosecution and, if found guilty, its network equipment could be confiscated. Any material adverse change to the HSPA Agreements or confiscation of BFKT’s network equipment would materially and adversely affect the Fund’s business, cash flows, financial condition and prospects. 4.3.3

Any termination or expiry of any concession or conversion of a concession to a license could materially and adversely affect True Group’s operations. True Group’s Joint Operation Agreement may be terminated for a number of reasons, including, among others, if it fails to comply with the terms of the Joint Operation Agreement. Moreover, disputes with TOT could lead it to attempt to terminate the Joint Operation Agreement. If True Group’s concessions were terminated for any reason, it would be likely to have a material and adverse effect on True Group’s business and could adversely impact the Fund’s business prospects, results of operation, cash flow and financial condition. Although the Joint Operation Agreement entitles it, in the event the concession were terminated, to compensation for the value of the network assets it built and transferred to TOT, True Group cannot assure investors as to the timing or amount of any such compensation. Furthermore, even if True Groupwere compensated, it does not expect that this compensation would offset the damage to its business arising from the termination of the Joint Operation Agreement. If any of True Group’s concessions were terminated, it cannot assure investors that it would be able to obtain the necessary licenses from the NBTC permitting it to continue operating the business that was covered by the terminated concession or that the terms of any such license, if granted, would not be less favorable than the terms of True Group’s Joint Operation Agreement or the license terms applicable to its competitors. The Wireless Concession expired on September 15, 2013, and True Group anticipates that theNBTC will prioritize the auction of the 1800MHz frequency to ensure there is no disruption of service to existing customers. In August 2013, the NBTC issued a regulation to protect mobile customers during the transition period from the day after the Wireless Concession ends until the NBTC awards a license to a winning bidder. Under the regulation, CAT Telecom and True Move are required to provide services continuously during the period from the expiry of the Wireless Concession until the NBTC allocates the frequency to a winning bidder, but in any event no longer than one year from the

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2016 Annual Report - Digital Telecommunications Infrastructure Fund expiry of the Wireless Concession. The regulation also provides that CAT Telecom and True Move shall receive revenues for the provision of services on behalf of the state and must specifically segregate the received amount into a designated account. CAT Telecom and True Move must then report to the NBTC the amount of revenues and interest after deducting network-related expenses, numbering fees, administrative expenses and other costs relating to the provision of services. The remaining amount after such deductions must be delivered to the Office of the NBTC for verification prior to the NBTC recognition of it as public revenue. There are uncertainties as to whether the NBTC can complete the auction process and award licenses to winning bidders within the one-year period. If the NBTC fails to do so and does not allow CAT Telecom to continue using the 1800MHz frequency after the one-year period from the expiry date of the Wireless Concession or True Move is not granted the right to continue service to its 1800MHz customers in connection with the auction of the 1800MHz frequency, True Move’s services to its 1800MHz customers may be disrupted. The Thai government has requested a number of telecommunications operators to participate in discussions regarding the conversion of their concessions into licenses or other arrangements as part of its liberalization of the telecommunications market. Under Thai law, both parties to the concession must reach an agreement on the terms of the conversion arrangement in order to convert the concession. However, True Group cannot predict what the46terms of the conversion arrangements will be, and it cannot assure investors that the conversion arrangements for the Fund’s concessions would be on terms that are as favorable as the terms applicable to True Group’s competitors or the terms it has now. If other telecommunications operators negotiate better terms for their concession conversion than True Group does, True Group could be placed at a competitive disadvantage. If the new terms are not as favorable as the terms True Group has now, it would significantly affect the business operations of True Group and its business, financial condition, results of operations and prospects could be adversely affected. 4.3.4

New license and USO fees and potential fees associated with the scheduled expiry of the Wireless Concession may result in an increase in ongoing operating expenses for True Group. On December 28, 2012, the NBTC’s Notification on Telecommunications License Fees became effective and replaced the previous NTC notifications on license fees both for telecommunications license and Internet license. Previously, Type One and Type Two telecommunications business licensees paid fixed fees for their annual license fees in range of20,000to 250,000THB depending on the type of license. Under the new notification, the annual fees for all types of telecommunications business license will be subject to a percentage rate to the maximum of 1.5% of the gross revenue from the telecommunications services. In addition, the NBTC issued the Notification on the Criteria and Procedure to Collect Revenue for the Use of Universal Service Obligations B.E. 2555 (2012) Page73

2016 Annual Report - Digital Telecommunications Infrastructure Fund (“USO Notification”) in May 2012. Under the USO Notification, every type of licensee must allocate up to 3.75% of its net revenue, after deduction of certain limited expenses to the Broadcasting and Telecommunications Research and Development Fund for Public Interest. The new license and USO fees may result in higher regulatory costs for the anchor tenants and members of True Group which hold Type One or Type Two licenses. The Wireless Concession expired on September 15, 2013. The NBTC is allowing True Move to continue providing services to its existing customers until the 1800MHz frequency is auctioned. If True Group subsequently becomes the winning bidder and starts providing services under its new license, True Group may, during such transition period, be subject to additional fees to be paid to the NBTC, including fees to utilize frequency and license fees. Any additional fees True Move may be required to pay to continue providing services on the1800 MHz frequency band could materially and adversely affect True Group’s business, prospects, and results of operations, cash flows and financial condition.

4.4 Risks Relating to the Investment Units 4.4.1

The price of the Investment Units could fluctuate significantly and investors may not be able to resell the Investment Units at or above the offering price. The trading price of the Investment Units after the Combined Offering may be at prices significantly below the offering price of the Investment Units. There are factors that may cause the market price and demand for the Fund’s Investment Units to fluctuate substantially, or may result in the Investment Units trading in the secondary market at prices that are higher or lower than the NAV per Investment Unit. In addition, the Investment Units are not capital-safe products and there is no guarantee that Unitholders can regain the amount invested. If the Fundis dissolved or liquidated, it is possible thatinvestors may lose all or a part of their investment in the Investment Units. Furthermore, the current tax regulations in Thailand do not impose any corporate taxes on the income of mutual funds, including DIF. If there are any changes to the tax regulations, other laws or regulations such that DIF and/or the Unitholders become subject to taxes such tax payments may have a material and adverse effect on the Fund’s business, financial condition, operating results, business prospects and the Unitholders’ investment in DIFand may also result in a lower level of distributions to Unitholders and/or higher tax liabilities to the Unitholders, which may in turn adversely affect the price of the Investment Units.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.4.2

Future sales of the Investment Units, and the availability of large amounts of Investment Units for sale, could adversely affect the trading price of the Investment Units. Upon completion of the Combined Offering,True and/or related parties can hold no less than 18%, but no more than 1 over 3, of the total Investment Units issued in the Combined Offering. True has agreed with the Management Company on behalf of the Fund that from the Fund Registration Date until the date that is five years from the Fund Registration Date, subject to certain exceptions, True’s holding of Investment Units will not fall below 18% of the total number of Investment Units issued in the Combined Offering. Under the lock-up provisions agreed with the Management Company on behalf of the Fund, True will be free to sell the Investment Units they control any time after the date that is five years from the Fund Registration Date. Under certain restriction on selling the investment units, True is able to sell out the units after December 2018. Significant sales of the Investment Units by True, or the perception that significant sales may occur, could adversely affect the trading price of the Investment Units. The Fund cannot predict the effect, if any, that future sales, or the availability of Investment Units for future sale, will haveon the market price of the Investment Units prevailing from time to time. Sales of substantial amounts of Investment Units in the public market following the Combined Offering, or the perception that such sales may occur, could adversely affect the market price of the Investment Units on the SET. These sales may also make it more difficult for the Fund to raise capital through the issue of new investment units at a time and at a price the Fund deems appropriate.

4.4.3

TUC’s letter of support is neither legally binding nor a guarantee, and TUC is not legally obligated to support BFKT in the manner contemplated by the letter of support. The letter of support that TUC will provide to BFKT is not legally binding and is not a guarantee by TUC and payment obligations of BFKT under the Asset and Revenue Sale and Transfer Agreement with BFKT are not backed by the credit of TUC pursuant to the letter of support. Accordingly, the Fund cannot assure investors that TUC will provide support to BFKT in the manner contemplated in the letter of support. Furthermore, the letter of support does not create any binding obligation on TUC to provide BFKT with direct financial support to meet BFKT’s payment obligations in general and under the relevant Asset and Revenue Sale and Transfer Agreement. Finally, the Fund, the Management Company, the Unitholders and BFKT will not be able to bring any action against TUC to enforce the letter of support.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.4.4

TUC may not have the funds necessary to satisfy BFKT’s payment obligations under the relevant Asset and Revenue Sale and Transfer Agreement and Unitholderswill not have any direct right of action against TUC pursuant to the letter of undertaking. Pursuant to the letter of undertaking, TUC will agree to pay or procure the payments of the net revenues due to the Fund by BFKT in accordance with the relevant Asset and Revenue Sale and Transfer Agreement for a limited period of time from the Investment Date until the date on which CAT Telecom commences making payments to BFKT pursuant to the HSPALeasing Agreement. Assuming no payments or only partial payments are received by BFKTfrom CAT Telecom under the HSPA Leasing Agreement for an extended period of time, the Fund cannot assure investors that TUC or any of its affiliates would have the funds necessary or would be able to procure the payments necessary to satisfy the financial obligations of BFKTowed to the Fund under the relevant Asset and Revenue Sale and Transfer Agreement. In addition, the Unitholders will not be able to bring any direct action against TUC should TUC fail to meet its obligations under the letter of undertaking.

4.4.5

The Fund cannot assure investors that the Fund will be able to make distribution payments on the Investment Units or maintain any given level of distributions. The revenue that the Fund receives depends on, among other factors, the amount of revenues received and the amount of operating and other expenses incurred in relation to the Telecom Infrastructure Business. If the Telecom Infrastructure Assets and any other assets that the Fundmay acquire or hold from time to time do not generate sufficient income, the Fund’s income, cash flow and ability to make distributions will be adversely affected. The Fund cannot provide any assurances that the Fund will be able to pay distributions or maintain distribution levels pursuant to the Fund’s stated distribution policy. Nor can the Fund provide investors with any assurance that the level of distributions will increase or be maintained over time, or that there will be increases in revenue, or that future acquisitions of investments (if any) will increase the Fund’s income available for distribution payments to Unitholders.

4.4.6

Unitholders are unable to require the repurchase of their Investment Units. As DIF is a closed-end infrastructure fund, Unitholders are not able to require the Management Company to repurchase their Investment Units. Therefore, the Fund cannot assure investors thatinvestors will be able to dispose of their Investment Units at the price at which investorspurchased the Investment Units or any price, or at all. Accordingly, investors may only be able to liquidate or dispose of their Investment Units through a sale of such Investment Units to third parties on the SET or a matching off-exchange transaction.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 4.4.7

The proceeds from dissolution of DIF may be less than the amount invested by investors in the Combined Offering. If DIF is dissolved, depending on the circumstances under which the Fundis wound up or dissolved and the terms upon which the Fund’s assets are disposed of, the Fund cannot assure investors that investors will recover all or any part of their investment.

4.4.8

Individual Unitholders may be subject to tax on dividends received from the Fund on a self declaration basis unless certain conditions are met and certain identifying information is provided. Pursuant to the Royal Decree No. 544dated October 9, 2012and the Notification of Director General (DGN) dated March 7, 2013issued there under pursuant to the Thai Revenue Code, infrastructure funds have to comply with certain requirements and conditions and individual Unitholders have to provide certain identifying information in order for the individual Unitholders to enjoy personal income tax exemptions on dividends received from infrastructure funds for a period of 10years from the registration of such infrastructure funds. The Management Company and DIF intend to comply with these requirements to the extent that they are able to do so. However, in order for the Management Company and DIF to comply with the requirements, individual Unitholders are required to provide certain identifying information. While under current Thai law no withholding tax would apply to dividend distributions, if the Management Company or DIF cannot comply with these requirements and conditions or the identifying information is not provided, individual Unitholders may be subject to full income tax on distributions received in respect of the Investment Units on a self-declaration basis. In such case, a failure to report and pay Thai tax may expose the individual Unitholders to civil and criminal penalties.

5 Legal disputes During the past fiscal year, the Fund had no legal or arbitration dispute. Neither did it have any other legal dispute that was materially and directly related to the Fund’s business the Management Company believes there would be an adverse effect to the business, financial status, operating result and future operation. Note: True and its affiliates are litigants in several litigations and disputes. Major legal disputes, either at court or under arbitration, are unpredictable and therefore nothing can be affirmed that True and its affiliates will win a particular case. True Group cannot predict result of the litigation or dispute as well as their financial impact. If the outcome is negative, this will affect True Group’s financial status, operating result and business opportunity which may also affect True and its affiliates’ ability to repay the Fund

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2016 Annual Report - Digital Telecommunications Infrastructure Fund under the Master Sub-lease, Operation and Management Agreement, as the case may be. Investors can find more information about this in Trueâ&#x20AC;&#x2122;s 2016 Annual Report.

6 Other important information -None-

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 6.1 Mutual Fund Supervisory Opinion

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

Section 2 Fund Management and Supervisor

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

7 Information of Investment Unitsof the Fund 7.1 Investment Units ofthe Fund I.

II.

Investment Unit Information The Fund Capital

THB58,080,000,000

Par Value

THB10.00

Number of Investment Units

Unit 5,808,000,000

Investment Unit Type

Entered in a name certificate

IPO Price

THB10.00

Current Authorized Capital

THB58,080,000,000

Current Unit Price (as of March 28, 2017)

THB14.40

Investment Unit Price Information Close price as of December 30, 2016

THB14.00

Maximum Price in 2015(as of July29, 2016 and August 1, 2016)

THB15.30

Minimum Price in 2014(as of January4 and 5, 2016)

THB12.20

Market Capitalization as of December 30, 2016

THB81,312,000,000

Average Trading Value per Year (AOM Value)

THB117,234,832

NAV of the Fund as of December 31, 2013

THB 10.0471 per unit

NAV of the Fund as of December 31, 2014

THB 12.4161 per unit

NAV of the Fund as of December 31, 2015

THB 12.3241 per unit

NAV of the Fund as of December 31, 2016

THB 14.6191 per unit

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 7.2 Unitholder Information Overview as of February7, 2017 Rights Type: XD (1)

Top 10 major unitholders Rank

Major Unitholders

TRUE CORPORATION PUBLIC COMPANY LIMITED

# Shares

% Shares

1,632,790,800

28.11

THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

246,763,800

4.25

HSBC (SINGAPORE) NOMINEES PTE LTD

244,901,892

4.22

LAND AND HOUSES BANK PUBLIC COMPANY LIMITED

115,850,000

1.99

AIA COMPANY LIMITED - AIA D-PLUS KRUNGTHAI AXA LIFE INSURANCE PUBLIC COMPANY LIMITED

112,234,200

1.93

77,222,200

1.33

6. 7.

STATE STREET BANK AND TRUST COMPANY

65,931,900

1.14

BANGKOK BANK PUBLIC COMPANY LIMITED

54,275,000

0.93

CHASE NOMINEES LIMITED

53,088,700

0.91

51,454,700

0.89

10. TMB Property Income Plus Fund

(2) Major unitholder (holding investment unit more than or equal to 10%, including the same group of person) Rank 1.

Major Unitholder True Corporation Public Company Limited

# Shares 1,632,790,800

% Shares 28.11

(3) Groups of unitholders having influence on materially assigning the policies related to management or operation of the Management Company Rank Major Unitholder # Shares % Shares 1.

True Corporation Public Company Limited

1,632,790,800

28.11

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 7.3 Total Payout Summary 1) Dividend Distribution Policy The Fund has a policy to pay dividend distributions to Unitholders at least twice a year if the Fund has sufficient earnings. In order to comply with the Fund Scheme and the Securities Law, if the Fund has a net profit in a given year and does not have accumulated losses, it must pay, in aggregate, not less than 90% (or any other percentage as may be permitted by the Securities Law from time to time) of its adjusted net profit for the year as dividend distributions to Unitholders. The Management Company will calculate the adjusted net profit by deducting the following from the net profit of the Fund: a) unrealized gain from the appraisal of the infrastructure assets of the Fund and other adjustment items in accordance with the guidelines of the Thai SEC, to be in line with the cash basis of the Fund; b) capital reserve for the repair and improvement of the Infrastructure Business of the Fund, including the Telecom Infrastructure Assets, in accordance with the plans specified in the Fund Scheme and the Prospectus, as notified in advance by the Management Company to Unitholders from time to time or as approved by a resolution of the Unitholders; and c) capital reserve for repayment of any loan or commitment of the Fund according to the borrowing policy expressly specified in the Fund Scheme and Prospectus or notified in advance by the Management Company to Unitholders. In the event that the Fund has a non-cash expense, such as an expense that is gradually amortized or an unrealized loss, the Fund will create provisions for the items set out under (b) and (c) above in the amount not exceeding the amount prescribed under (b) and (c) above for each financial period less the non-cash expenses. If the Fund has accumulated profits, it may pay dividend distributions to Unitholders out of such accumulated profits. However, the payment of distributions from either the aforementioned net profit in a given year or such accumulated profits can be made only when the Fund does not have accumulated losses.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 2) Historical dividend payments

2016 (as paid)

2015 (as paid)

2014 (as paid)

2014 (as paid minus dividend from the 2013 operating result)

(1) Dividend per unit (THB) - Paid from Q1 performance - Paid from Q2 performance - Paid from Q3 performance - Paid from Q4 performance

0.9560

0.9460

0.9384

0.9144

0.2380

0.2350

0.2643*

0.2403*

0.2390

0.2365

0.1938

0.2390

0.2370

0.2603

0.2400

0.2375

0.2200

(2) Dividend payout ratio in comparison with the IPO price (THB 10 per unit)

9.56%

9.46%

9.38%

9.14%

Note: * First-time dividend payment already included dividend from Q1/2014performance (totaling 90days) and 2013starting from the Fundâ&#x20AC;&#x2122;s inception date up to the end of the year totaling 9 days. As a result, if the dividend of the nine-day period in 2013hadnâ&#x20AC;&#x2122;t been included, Q1/2014dividend would have been THB 0.2403per unit.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

8 Fund Management Structure 8.1 The Management Company I.

Name, Address, Registration Code, Office Number and Fax Number Name

SCB Asset Management Co., Ltd.

Address

7-8th Floor. SCB Park Plaza 1 18 Ratchadapisek Road, Chatuchak, Bangkok 10900Thailand

II.

Registration Code

0105535048398

Office Number

0-2949-1500

Fax Number

0-2949-1501

Company Website

http://www.scbam.com

Management Structure, List of Shareholders, List of Directors, Executives and Fund Managers The fact that Siam Commercial Bank (SCB) is a major shareholder of the Management Company (holding 100% of its shares) does not have any impact to the Management Companyâ&#x20AC;&#x2122;s controlling power since the company itself has a Board of Directors to oversee its management with absolute power in its administration with no Unitholderâ&#x20AC;&#x2122;s intervention.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Organization Structure

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Based on the internal organization structure above, the operation of the Property and Infrastructure Department has been separated from others, and commands independence. The Department has clear procedures and work regulations and is supervised by the Risk Management Committee and the Compliance and Internal Audit Department, which is independent from the Companyâ&#x20AC;&#x2122;s management and which directly reports to the Board of Directors, to prevent fraud, corruption or malpractice. Board of Directors 1) Mr. Anucha Laokwansatit

Chairman of the Board of Directors

2) Mrs. Apiphan Charoenanusorn

Director and Chairman of the Audit Committee

3) Miss Saranya Vajakul

Director and Member of the Audit Committee

4) Miss Ellen Nora Ryan

Director

5) Sutapa Amornvivat, Ph.D.

Director

6) Mr. Chalitti Nuangchamnong

Director

7) Mr. Smith Banomyong

Chief Executive Officer

Management Team 1) Mr. Smith Banomyong

Chief Executive Officer

2) Mr. Narongsak Plodmechai

Managing Director & CIO

3) Miss Pinkeo Saikeo

EVP, Provident Fund Business Group

4) Mrs. Pinsuda Phuwiphadawat

EVP, Strategy & Planning Group

5) Mrs. Nunmanus Piamthipmanus

EVP, Asset Allocation & Fund of Fund Group

6) Miss Charupatra Tonglongya

EVP, Equity Investment Group

7) Mr. Achawin Asavabhokin

EVP, Product & Foreign Fixed Income Group

8) Mrs. Tipaphan Puttarawigorm

EVP, Property & Infrastructure Investment Group

9) Ms. Pijittra Trirattanathada

EVP, Property & Infrastructure Investment Group

10) Miss Somjai Rojnlertchanya

EVP, Accounting & Operation Group

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 11) Miss Amornmarn Ampornpisit

EVP, Agents Business Group

12) Miss Varisa Labanukrom

EVP, Private & Institutional Business Group

13) Mr. Yuttapon Wittayapanitchagorn

EVP, Fixed Income Investment Group

Fund Manager -DIF 1) Mr. Smith Banomyong 2) Miss Pijittra Trirattanathada 3) Mr. Kornwipop Montharop There are four full-time officers who are fully responsible for managing the Fund. Fund Manager for Liquidity Management 1) Mr. Yuttapon Wittayapanitchagorn 2) Miss Nuntaratt Yodying* 3) Mrs. Tuwadara Isarankura Na Ayutthaya 4) Miss Naphaphan Lapworrakijchai* 5) Mr. Eakaluck Krasaesian 6) Miss Wararat Chanchuen* 7) Miss Mayura Tinthanasan* 8) Mr. Roongroj Seksunwiriya* Remark: *Derivative Fund Manager III.

Duties and Responsibilities of the Management Company and the Fund Manager The Management Company and the Fund Manager are to manage the Fund, its assets and liabilities with accountability, prudence and integrity for the benefit of unitholders and ensure that the fund administration is in compliance with the Fund Scheme, commitments between Unitholders and the Management Company, resolutions adopted by unitholders, prospectus, securities laws and agreements that the Fund or the Management Company (for the purpose of fund management) or both are counterparties, or are about to enter as counterparties. Page88

2016 Annual Report - Digital Telecommunications Infrastructure Fund Their roles and responsibilities are as follows: I.

Fund Administration and Management

In connection with administering the Fund’s activities and managing the Fund, the Management Company and Fund Managers shall be required: a) to strictly manage the Fund as stipulated in the Fund Scheme which has been approved by the Office of the SEC, the Commitment, Unitholders’ resolutions, the Prospectus, Securities Law and other agreements into which the Fund will enter, as well as to comply with the duties as stipulated under Section 125 of the Securities and Exchange Act; b) to procure that the Commitment, the Fund Supervisor Appointment Agreement, and the Prospectus, be in place once the SEC approves the Fund’s establishment, and the contents of each shall not be different from the draft Commitment, draft fund supervisor appointment agreement, and draft Prospectus submitted to the Office of the SEC; c) to keep the features and characteristics of the Fund not different from the material essence previously reviewed by the Office of the SEC at all times during the life of the Fund, and in case of any change in the features or characteristics of the Fund, to ensure that the Fund is still in compliance with the requirements under Thor Nor. 1/2554; d) to alter or modify the Fund Scheme or the management procedures in accordance with the terms, conditions, and criteria as specified in the Fund Scheme and to ensure that any alteration or modification of the Fund Scheme or management procedures complies with Section 129 of the Securities and Exchange Act; e) to deliver, distribute and make available the Prospectus and details of the Fund Scheme and the Commitment (which form parts of the Prospectus) according to the following criteria and procedures: 1) prior to the offering of the Investment Units, the Management Company shall make available to investors through an accessible channel, the draft Prospectus submitted to the Office of the SEC which contains information that is complete, accurate, sufficient and not misleading; 2) prior to the offering of the Investment Units, the Management Company shall deliver the Prospectus to the Office of the SEC not less than one Business Day prior to the delivery or distribution of the Prospectus to the investors and

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2016 Annual Report - Digital Telecommunications Infrastructure Fund submit such Prospectus through the Mutual Fund Report and Prospectus System (MRAP); and 3) the Management Company shall deliver or distribute the Prospectus to interested investors and allow investors a reasonable period of time to review and study the information contained in the Prospectus before making an investment decision, the period of which in aggregation with the period required for the disclosure of the draft Prospectus as stipulated in (I) above shall not be less than 14 calendar days; f)

in the case of distributing information in relation to the offering of the Investment Units by means of advertisement, to ensure that the information provided through the advertisement is accurate and not misleading and that the advertisement complies with requirements as prescribed by the Office of the SEC;

g) if the Management Company appoints an underwriter to underwrite the Investment Units, the underwriter shall not be a Person within the Same Group of any person who agrees to sell, dispose of, transfer, lease or grant the right in relation to the Infrastructure Assets in which the Fund will invest; h) to undertake extensive public relations in relation to the offering of the Investment Units so that the information in relation thereto is dispersed to the public; i)

to manage Infrastructure Assets in accordance with and monitor the management thereof to be in compliance with the material terms of the Fund Scheme and to ensure that the agreements or documents entered or to be entered into in relation to the management of Infrastructure Assets contain the terms requiring that upon the occurrence of any event or change which may affect the value of the Infrastructure Assets, the lessee, the grantee or the contractor who seeks benefit from the Infrastructure Assets shall report the fact and reasons thereof to the Management Company without delay;

to acquire and dispose of Infrastructure Assets in accordance with the Fund Scheme and the Securities Law;

k) in seeking benefits from Infrastructure Assets, to ensure that the Fund shall not operate the Infrastructure Business itself but shall utilize such assets only by means of lease, conveyance of rights or third party operation, and to manage the Fund to obtain benefits from Infrastructure Assets in accordance with the Fund Scheme and the Securities Law; Page90

2016 Annual Report - Digital Telecommunications Infrastructure Fund l)

to proceed according to the relevant notifications of the SEC or the Office of the SEC in the case of any person, and its Persons within the Same Group, holding Investment Units in aggregate of more than one-third of the total number of Investment Units sold;

m) to take necessary actions to monitor and ensure that the holding of Investment Units by Foreign Investors at any moment after the offering of Investment Units does not exceed the applicable limit; n) to increase or decrease the capital of the Fund in accordance with the Fund Scheme and with the rules and procedures prescribed under Thor Nor. 1/2554 and other applicable rules prescribed by the SEC, the Office of the SEC or the SET; o) to pay the Fundâ&#x20AC;&#x2122;s distributable income to Unitholders in accordance with the criteria and procedures prescribed in the Fund Scheme and the Commitment and in compliance with the Securities Law; p) to arrange for the Appraisal of Infrastructure Assets to be acquired by the Fund and subsequent appraisals with respect to assets to be transferred to the Fund in accordance with the Asset and Revenue Sale and Transfer Agreements that will be entered into between the Fund and the Transferring Entities or otherwise, and subsequent appraisals with respect to those Infrastructure Assets, each in accordance with the Fund Scheme and as required by the Securities Law; q) to proceed with the dissolution of the Fund as specified in the Fund Scheme and the Securities Law; r)

to set up and maintain systems appropriate for the administration and management of the Fund, at least with regard to the following matters: 1) the election or appointment of persons who have knowledge and competency appropriate for the administration and management of the Fund and ensuring that such persons so appointed have appropriate knowledge and competency to administer and manage the Fund; 2) the completion of an analysis and feasibility study for the Fundâ&#x20AC;&#x2122;s establishment and due diligence in respect of Infrastructure Assets to be invested in, as well as the disclosure of information relating to the Fund establishment and Infrastructure Assets which is accurate and sufficient for investors to make an investment decision; and

Page91

2016 Annual Report - Digital Telecommunications Infrastructure Fund 3) the supervision, administration and management of risks relating Infrastructure Assets in order to be in accordance with the Fund Scheme and to protect the Unitholdersâ&#x20AC;&#x2122; interests; s)

to administer and manage the Fund by itself and not to delegate its power to anyoneexcept that the Management Company may delegate its power to other persons only inrespect of investments in, and the seeking of benefits from, non-infrastructure assetsand/or back office tasks, and such delegation (if any) must comply with the requirementsunder the Securities Law;

to oversee the management of the Infrastructure Assets of the Fund, including the Telecom Infrastructure Assets, which include certain telecommunications towers and related infrastructure and equipment for mobile telecommunications services, an FOC grid and upcountry broadband system, to be transferred to the Fund in accordance with the Asset and Revenue Sale and Transfer Agreements which will be entered into between the Fund and the Transferring Entities, as well as determine the rental rates, fees for the granting of rights or other related remuneration and the conditions of the agreements for the purpose of utilizing the Infrastructure Assets in order to maximize the benefits to the Fund in a manner as could be expected from an ordinary person under similar circumstances;

u) in the case where the Infrastructure Asset is the right to future revenues or the right to revenue transfer, including, but not limited to, the right to revenues that the Fund purchases from BFKT and AWC: 1) to procure that BFKT, AWC and any party to an agreement who undertakes the Infrastructure Business (i) has a mechanism pursuant to which the Management Company or its designated persons are able to review or audit the revenues or revenue transfers to be received by the Fund; and (ii) submits reports or related information to the Management Company for the purposes of monitoring and reviewing the accuracy and completeness of such revenues or revenue transfers; and 2) to regularly monitor and audit the accuracy and completeness of the revenues or revenue transfers to be received by the Fund. If the Management Company finds any errors or discrepancies which may cause the Fund to not receive revenues accurately or completely in accordance with the agreed arrangements, the Management Company shall procure, or shall appoint an

Page92

2016 Annual Report - Digital Telecommunications Infrastructure Fund expert to procure, that BFKT, AWC and any such person who undertakes the Infrastructure Business, as applicable, rectify such errors; and v) to perform other acts to accomplish the objectives of the Fund and to maintain Unitholders’ benefits under the scope of duties and responsibilities of the Management Company, provided that such acts are not contrary to the Securities Law and/or any other relevant law; II.

Investments In connection with administering the Fund’s activities and managing the Fund, the Management Company and Fund Managers shall be required:

a) to enter into an agreement to acquire Infrastructure Assets on behalf of the Fund within six months from the Fund Registration Date, the value of which shall not be less than THB1,500,000,000 and no less than 75% of the value of the Fund’s total assets; b) to maintain the Fund’s total investment value in Infrastructure Assets as at the end of each financial year at no less than 75% of the value of the Fund’s total assets (except for the last financial year of the Fund’s term, or as approved by the SEC); c) to maintain the Fund’s total investment value in Infrastructure Assets of not less than THB1,500,000,000 and no less than 75% of the value of the Fund’s total assets within one year after the disposition of Infrastructure Assets; and d) to ensure that the Fund has no investment in non-infrastructure assets other than assets permitted for the Fund’s investment by the SEC and that the Fund’s investment in such assets complies with the required investment limits; III.

Receipt and Payment of Money on Behalf of the Fund To arrange for the receipt and payment of fees and expenses and/or any other remuneration as stipulated in the Fund Scheme;

IV.

Appointment of Relevant Persons for the Management of the Fund

In connection with administering the Fund’s activities and managing the Fund, the Management Company shall be required: a) to establish the Investment Advisory Committee in accordance with Thor Nor. 1/2554 and replace members by appointing new members who meet the requirements under

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2016 Annual Report - Digital Telecommunications Infrastructure Fund the Securities Law and in accordance with the conditions as specified in the Fund Scheme; b) to appoint persons who have the qualifications as prescribed under the relevant notifications issued pursuant to the Securities and Exchange Act and are approved by the SEC or Office of the SEC to act as the Fund Managers who shall perform and act in accordance with the law and regulations issued in relation to the establishment and management of an infrastructure fund to which the Management Company is subject and in accordance with the code of conduct and professional standards approved by the Office of the SEC. The Management Company shall report to the Office of the SEC on the appointment and termination of the Fund Managers in accordance with the relevant notification issued by the Office of the SEC and shall disclose the list of Fund Managers in a report or document to be submitted to the Unitholders at least once a year and on the website of the Management Company which must be updated within 14 days should there be any change in the list; c) to appoint the Fund Supervisor and, upon a Unitholdersâ&#x20AC;&#x2122; resolution, replace the Fund Supervisor by appointing another fund supervisor whose qualifications comply with the Securities Law, and is in accordance with the conditions as specified in the Fund Scheme; d) to appoint a Registrar, and replace the Registrar by appointing another Registrar, whose qualifications comply with Securities Law, and to notify the relevant authorities of such appointment and to monitor that the Registrar so appointed complies with the Unitholder register requirements under the notification of the Office of the SEC regarding the rules and procedures for preparing a unitholder register and the terms and conditions of the Registrar Appointment Agreement; e) to appoint a juristic person having experience and expertise in Infrastructure Assets as an appraisal firm who shall appraise the value of the Fundâ&#x20AC;&#x2122;s Infrastructure Assets in accordance with the Securities Law; f)

to appoint advisors (if any) to perform the duties of advisors of the Management Company and/or the Fund, or any other relevant and necessary persons to perform duties concerning the Fund, such as financial advisors and legal advisors;

g) to appoint an Auditor of the Fund, provided that the Auditor must be a person on the approved list of the Office of the SEC, and to replace the Auditor and appoint another Auditor meeting such requirements; Page94

2016 Annual Report - Digital Telecommunications Infrastructure Fund h) to appoint a liquidator of the Fund, with the approval of the Office of the SEC, in order to aggregate and distribute assets to the Unitholders and perform other duties as required under the Securities Law and as necessary for the completion of the liquidation, upon termination or dissolution of the Fund; and i) V.

to appoint marketing personnel approved by the Office of the SEC to sell the Investment Units or provide advice to retail investors; Miscellaneous Responsibilities

In connection with administering the Fundâ&#x20AC;&#x2122;s activities and managing the Fund, the Management Company shall be required: a) to submit an application to register the pool of assets, which will be the proceeds fromthe sale of Investment Units, with the Office of the SEC within 15 Business Days fromthe last date of the Investment Unit offering period in accordance with Section 124 ofSecurities and Exchange Act and the notifications issued there under; b) to submit an application to the SET to approve the securities listing of the Investment Units within 30 calendar days from the Fund Registration Date or from the last date on which the newly issued Investment Units are offered; c) to ensure that the Commitment and the Fund Scheme at all times comply with the Securities Law and the notifications, rules and orders issued by virtue thereof and to arrange for the Commitment and/or the Fund Scheme to be amended without delay in case that any term contradicts the Securities Law and/or such notifications, rules and/or orders; d) to convene a Unitholderâ&#x20AC;&#x2122;s meeting and request a resolution from the Unitholders in accordance with the Commitment, the Fund Scheme and the Securities Law; e) in requesting for a Unitholdersâ&#x20AC;&#x2122; resolution, to provide sufficient information for the Unitholders to make a decision, which shall include, among others, the opinion of the Management Company and the Fund Supervisor on the matters to be decided and the potential impact on the Unitholders as a result of the resolution on such matters; f)

to give an opinion on matters required by the Securities Law which include, among others, the reasonableness of the appraisal of the Infrastructure Assets and the matters for which a resolution from the Unitholders is required;

g) upon request by a Unitholder and in accordance with the terms of the Commitment, to issue or arrange for an issuance of updated investment unit certificates or other Page95

2016 Annual Report - Digital Telecommunications Infrastructure Fund evidentiary documents containing the required and sufficient information for Unitholders to use as evidence of their rights and for asserting such rights against the Management Company and third parties; h) to monitor and ensure that its personnel perform in accordance with the Securities Law and any rules or procedures issued by virtue thereof as well as the applicable standards or code of conduct approved by the Office of the SEC; i)

to facilitate the Fund Supervisor or the Fund Supervisor’s representatives such that they can perform their duties in connection with the Fund efficiently;

to separate accounts and keep the Fund’s Assets separate from the Management Company’s assets, and to deposit, as applicable, the Fund’s assets and returns on investments from the Fund’s Assets into the custody of the Fund Supervisor;

k) to prepare and keep books and records of the Fund in accordance with the Securities Law; l)

to cause a registrar book to be prepared in accordance with the rules and procedures prescribed under the Securities Law;

m) to prepare an accurate statement of, and a report on, the Fund investments for the acknowledgment of the Fund Supervisor in accordance with the rules and procedures prescribed under the Securities Law; n) to calculate the asset value, NAV and Value of Investment Units of the Fund and make disclosures thereof in accordance with the rules, conditions, and procedures prescribed under the Securities Law; o) to prepare financial statements of the Fund in accordance with the requirements as prescribed under the Securities Law and submit such to the Office of the SEC and the SET; p) to prepare an annual report of the Fund which contains the particulars required under the Securities Law at the end of every financial year and deliver such annual report to the Unitholders, the Office of the SEC and the SET within four months from the end of each financial year; q) to report to the Office of the SEC and the SET without delay any circumstance or change which may materially affect the value of the Fund’s Infrastructure Assets in accordance with the relevant notifications;

Page96

2016 Annual Report - Digital Telecommunications Infrastructure Fund r)

to prepare, or arrange for the preparation of, submit, report and disclose information in relation to the Fund as required by and in accordance with the Securities Law;

s) to follow up, proceed with and give instructions to persons in charge under various appointment agreements such as the appraisal firm, the Fund Managers, advisors and marketing personnel in accordance with the relevant appointment agreements and to monitor the compliance of their duties and responsibilities under the relevant appointment agreements and the Securities Law, and to perform acts as specified in the appointment agreements and/or as requested by Unitholders; and t)

to perform other duties which are prescribed by the Securities Law as duties of management companies.

8.2 Telecom AssetManager I.

II.

Name, Address, Registration Code, Office Number, and Fax Number Name

Telecom Asset Management Company Limited

Address

18True Tower, Ratchadapisek Road, Huay Khwang, Bangkok, 10310, Thailand

Registration Code

0105556107920

Office Number

0-2699-2582

Fax Number

0-2699-4321

Duties and Responsibilities of the Management Company and the Asset Manager a) To contact, negotiate, coordinate, propose, sign relevant documents and/or do anything relating and necessary to materialize administration actions concerning the Infrastructure Asset under the Master Services Agreement between the Management Company and Telecom Asset Management Company Limited dated December 24, 2013, which could be revised and/or amended, including but not limit to managing, contacting, discussing, coordinating with related persons, signing related documents and/or doing anything (a) to allow the sites of the Fundâ&#x20AC;&#x2122;s Infrastructure Asset to be used or visited; (b) to sign or renew an agreement to lease or use the site of the Fundâ&#x20AC;&#x2122;s Infrastructure Asset between the Fund and the owner or the lessor or anyone allowing the site to be used; and to register the agreement with relevant officials if necessary; (c)

Page97

2016 Annual Report - Digital Telecommunications Infrastructure Fund relating to the payment of rent based on the lease agreement or an agreement to use the site where the Fund’s Infrastructure Asset is located to the owner or the lessor or anyone allowing the use of such site; (d) in relation to insurance; (e) to acquire the right of way for the Fund’s Infrastructure Asset and to pay a fee or an expense for such right; (f) in relation to the collection, follow-up and/or demand of monthly rent from tenants whom rent the Fund’s Infrastructure Asset (based on the main sub-lease, operation and management agreement and other lease agreements between the Fund and its tenants); and (g) in relation to the administration of invoices and receipts issued in return for monthly rent of the Fund’s Infrastructure Asset. b) To contact, discuss, coordinate, propose, sign related documents and/or do anything relating and necessary to realize marketing activities for the Fund’s Infrastructure Asset as provided in the Master Services Agreement; including but not limited to marketing, contacting, discussing, proposing and/or signing related documents in order to lease, operate and manage slots on telecommunications towers and the capacity of the Fund’s Infrastructure Asset not yet used to new tenants, and to have the tenant sign a sub-lease, operation and management contract with the Fund. c) To contact, coordinate, examine, control, supervise and/or to do anything considered relating and necessary to have the person the Fund has appointed or designated to manage, seek profit or provide service in connection with the Fund’s Infrastructure Asset perform his duties under such agreement. d) To notify, demand, file grievance, accuse, negotiate, claim for damages and/or file complaint against the Fund’s contractual party who has breached or violated contractual provision or an agreement or against any other person in relation to the lease, operation and management of the Fund’s Infrastructure Asset; including to provide statements, sign, deliver, accept and/or certify necessary and related documents to achieve the purposes under (a), (b) and (c) above. e) To contact various government authorities in the subjects of including but not limited to right of way, land and housing tax and value-added tax, and to seek permissions relating to the lease, operation and management of the Fund’s Infrastructure Asset. f)

To appoint one or several sub-delegates including to appoint, change, terminate and withdraw such appointment in order to achieve all purposes and objectives previously described.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 8.3 The Fund Supervisor I. Name, Address, Registration Code, Office Number, and Fax Number Name

KASIKORNBANK Public Company Limited

Address

33/4 The 9th Towers Grand Rama 9 (Tower A) Rama 9 Road, Huaykwang, Huaykwang, Bangkok 10310

Telephone

(66 2) 470 3201

Fax

(66 2) 2470 1996 7

II. Rights, Duties and Responsibilities of the Fund Supervisor The Fund Supervisor shall have the following key rights, duties and responsibilities: a)

to receive remuneration for acting as the Fund Supervisor of the Fund at the rate specified in the Fund Supervisor Appointment Agreement;

to execute the Commitment with the Management Company on behalf of the Unitholders;

to certify the receipt of funds from subscription and support the establishment or registration of the Fund to be made with the Office of the SEC;

to supervise the Management Companyâ&#x20AC;&#x2122;s strict compliance with the Securities Law and the

Fund Scheme as well as the Commitment;

if the Management Company does any act or omits from taking any action that causes damage to the Fund or fails to perform its duties under the Securities Law, to prepare a detailed report thereon and submit it to the Office of the SEC within five days from the date on which the Fund Supervisor is aware of such circumstances;

to take into custody the Fund Assets and keep them segregated from the assets of the Fund Supervisor or of other persons which are under the custody of the Fund Supervisor;

to monitor and ensure that the disbursement, payment and delivery of either monies, documents or other assets made by the Fund complies with the Fund Scheme, as well as with the Asset and Revenue Sale and Transfer Agreements, the Master Lease, Operation and Management Agreements and the Master Services Agreement;

Page99

2016 Annual Report - Digital Telecommunications Infrastructure Fund i)

to prepare details of items or assets deposited into and withdrawn out of accounts of the Fund;

to file a lawsuit against the Management Company to force the Management Company to perform its duties or to claim compensation for damages caused by the Management Company for the benefit of all Unitholders or upon the receipt of order from the Office of the SEC, the cost of which can be claimed by the Fund Supervisor from the assets of the Fund;

to perform checks and balances over the Management Companyâ&#x20AC;&#x2122;s administration and management of the Fund in a strict manner with loyalty, due care, knowledge, competence and professional behavior for the best interests of the Fund and the Unitholders as a whole;

to consider and approve or not approve the acquisition or disposal of Infrastructure Assets with a value of more than THB100,000,000 but less than 30% of the value of the total assets of the Fund at the time of such acquisition or disposition of assets in accordance with the Fund Scheme and the Securities Law, taking into consideration the opinion of the independent expert appointed at the cost of the Fund (if any);

to consider and approve or not approve the entry into an agreement or amendment or termination of an agreement relating to the management or utilization of the Infrastructure Assets with a contract value of more than THB100,000,000 but less than 30% of the value of the total assets of the Fund at the time of such entry into an agreement or amendment or termination of such agreement in accordance with the Fund Scheme and the Securities Law, taking into consideration the opinion of an independent expert (who may be appointed at the cost of the Fund);

to notify the Management Company to conduct a new appraisal immediately after the Fund Supervisor is of the opinion that any circumstance or change has occurred that will have a material effect on the value of the assets of the Fund, or when it thinks necessary for the Fund;

to give an opinion on the matters requiring the Fund Supervisorâ&#x20AC;&#x2122;s opinion which include matters for which a Unitholdersâ&#x20AC;&#x2122; resolution is required;

to arrange for the receipt of, or payment of money from, accounts of the Fund within the prescribed time as reasonably requested by the Management Company, subject to compliance with the Fund Scheme and/or the terms of the relevant Transaction Documents (as applicable); Page100

2016 Annual Report - Digital Telecommunications Infrastructure Fund q)

not to take any action which will conflict with the interests of the Fund or the Unitholders, regardless of whether such action is or will be taken for the benefit of the Fund Supervisor itself or others, except for claims of remuneration for acting as the Fund Supervisor or actions which constitutes fair treatment and have been sufficiently disclosed to the Unitholders in advance provided that the Unitholders who are notified thereof do not make any objection;

in case that the Management Company does not seek approval for the matters which require Unitholdersâ&#x20AC;&#x2122; resolution, to take any necessary actions to seek such approval from the Unitholders;

to have and perform the rights, duties and responsibilities as prescribed in the Fund Scheme and Fund Supervisor Appointment Agreement; and

to perform any other acts as prescribed under the Securities Law and the Fund Supervisor appointment agreement.

8.4 Investment Committee Investment Committee consists of 5 members as follows: 1) Mr. Smith Banomyong

Chairperson

2) Ms. Tipaphan Puttarawigorm

Director

3) Ms. Pijittra Trirattanathada

Director

4) Ms. Aon-anong Chaithong

Director

5) Mr. Kornwipop Montharop

Director

Main Duties and Responsibilities of the Investment Committee: a)

To consider, make decision, invest, buy, rent, sub-let, lease, dispose of, and transfer or accept the transfer of property and/or infrastructure project as the Fund Manager has proposed to the Investment Committee. The investment, however, must not be in conflict with related laws and the Fundâ&#x20AC;&#x2122;s requirements.

To consider, approve and allow payment of dividend, capital increase and/or decrease of the Fund within the framework stated under the Fund Scheme.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund c)

To consider and approve budget relating to the Fund’s asset management as proposed by the Fund Supervisor to the Fund in compliance with the Fund Scheme.

To consider, approve and allow investment strategies of an infrastructure investment project, an investment risk management strategy, a liquidity management plan and others as proposed by the Asset Manager, as well as to consider and set investment terms and restrictions for the Fund Manager to comply. This, however, has to be in compliance with the approved investment policy and must not be conflicting with related laws.

To supervise and ensure that investment strategies reflect the Fund’s objectives and investment policies described in the framework under the Fund Scheme or the Fund’s management contract; to supervise the management of the Fund to be within the framework stated in the Fund Scheme and as required by the laws.

To supervise and review performance of the Asset Manager, the Fund Supervisor and other related persons whose duties are stated in the Fund Scheme.

To consider and approve a signing of a contract which is related to the fund management of which the total contractual value is no less than THB 10 million. The contract to be subject to the Board’s review will have to be revised and examined by legal experts or a supervisory agency beforehand.

To supervise the investment to be in strict compliance with the policies and practices of the Fund’s management already approved by the Board of Directors.

To do other matters based on unitholders’ resolutions which however must not be conflicting with relevant laws and the Fund’s requirements.

To consider other matters relating to investment decision aside from what’s stated in the policy and practices of the Fund’s management, and to approve and issue an order as necessary and appropriate which, however, is not conflicting with related laws.

To consider and appoint a director who represents the Department to replace the original director in case the latter no longer works in the Department.

Page102

2016 Annual Report - Digital Telecommunications Infrastructure Fund 8.5 Name, Address, and Office Number â&#x20AC;&#x201C; Related Parties 1) Independent Auditor Name

PricewaterhouseCoopers ABAS Ltd.

Address

Bangkok City Tower, 15th Floor, 179/74-80 South Sathorn Road, Bangkok10120, Thailand

Office Number

0-2286-9999and0-2344-1000

Fax Number

0-2286-5050

2) Fund Registrar Name

Thailand Securities Depository Co., Ltd.

Address

62,The Stock Exchange of Thailand Building, Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Office Number

0-2229-2800

Fax Number

0-2359-1259

3) Asset Appraiser Name

Discover Management Company Limited

Address

Sitthi Worakit Building No. 1425, 14th Floor, Silom Road, Silom, Bangrak, Bangkok 10500, Thailand

Office Number

0-2235-2117

4) Fund Consultant Technical Consultant

Analysys Mason Limited

Address

#10-02 Robinson Centre61 Robinson Road068893 Singapore

Office Number

+65-6493-6038

Legal Consultant

Linklaters (Thailand) Ltd

Address

20th Floor, Capital Tower All Seasons Place

Page103

2016 Annual Report - Digital Telecommunications Infrastructure Fund 87/1 Wireless Road Lumpini, Pathumwan Bangkok 10330 Thailand Office Number

0-2305-8000

Fax Number

0-2305-8010

8.6 Historical Cases of Penalty and Fine I. Historical case of penalty and fine of the Management Company and the Fund Manager during the past five years due to offenses against the Securities and Exchange Act, B.E 2535 (1992) or the Trust Act for Transactions in Capital Market, B.E 2550 (2007) Section 125 (Duties of securities company in managing a mutual fund) Date being fined: Articles: Amount being fined: Offense:

April 24, 2013 117, 125 (1) and 126 (4) incorporation with Section 90 of the Penal Code. THB 30,000 During the fiscal period between July 1, 2011 to June 30, 2012, SCB Asset Management Co Ltd, a company who managed the SCB Saving Fixed Open End Fund (SCBSFF) that is a fixedincome funds, which is open for purchase and redemption on every business day, failed to manage the fund in accordance with the rules, conditions and procedures stated by the Capital Market Supervisory Board and the Fund Scheme approved by the SEC. To elaborate, it invested in or held deposit, Certificate of Deposit, Bill of Exchange or Promissory Notes of commercial banks and banks incorporated by special laws during the fiscal period, on average, by more than 45% of the fundâ&#x20AC;&#x2122;s Net Assets Value (NAV) which was considered violating Section 117, Section 125 (1) and Section 126 (4) of the Securities and Exchange Act, B.E 2535 (1992).

Date being fined: Articles: Amount being fined:

June 11, 2015 125 (1) THB 112,500 Page104

2016 Annual Report - Digital Telecommunications Infrastructure Fund Offense: SCB Asset Management Co Ltd. failed to manage (1) SCB Fixed Income Accredited Investors and Special Retail Fund 6M4 (SCBAS6M4) and (2) SCB Fixed Income Accredited Investors and Special Retail Fund 3M12 (SCBAS3M12) in accordance with the rules stated in the Fund Schemes approved by the SEC. To elaborate, both funds have an investment in foreign assets exceeding 79% of the fundâ&#x20AC;&#x2122;s Net Assets Value (NAV). Section 126 (Prohibition for securities company in the mutual fund management) -NoneSection 129 (Action and amendment of the mutual fund scheme) -NoneII. History case of penalty and fine of directors, executives and persons with controlling power of the Management Company during the past five years due to offenses against the Securities and Exchange Act, B.E 2535 (1992) or the Trust Act for Transactions in Capital Market, B.E 2550 (2007) -None-

9 Supervision 9.1 Supervision Policy The Management Company strictly complies with the securities laws, notifications, rules, regulations, orders or circular letters amended or issued by the Securities and Exchange Commission (SEC), the Capital Market Supervisory Board, the Office of the SEC and the Stock Exchange of Thailand (SET). The Investment Advisory Committee and the Investment Committee have been set up to review investment details. Also, the Fund Supervisor reviews the Management Companyâ&#x20AC;&#x2122;s performance. The Management Company has formulated supervision policies which include issuing a report of conflict of interest, a policy on practices in the investment business and the Code of Conduct for the investment business.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 9.2 Sub-Committee I. Investment Advisory Committeeshall consist of members possessing the qualifications as required under the Securities Law. The Management Company will appoint the following persons to be members of the Investment Advisory Committee: 1) Mr. Vichaow Rakphongphairoj

True Group – DIrector

2) Mr. Noppadol Dej-Udom

True Group – Chief Financial Officer

3) Mr. Joti Bhokavanij

True Group – Independent Director

4) Mr. Smith Banomyong

SCBAM - Chief Executive Officer

5) Ms. PijittraTrirattanathada

SCBAM - Fund Manager

The Investment Advisory Committee shall have the following rights, duties and responsibilities: a) upon request by the Management Company, to provide advice and recommendations to the Management Company in relation to the Fund’s investment in Infrastructure Assets as well as management of Infrastructure Assets in which the Fund has invested; and b) to declare to the Management Company if any member of the Investment Advisory Committee has an interest (whether directly or indirectly) in matters requiring advice or recommendation. The member who has such an interest (whether directly or indirectly) shall not participate in the meeting to consider such matters. II. Investment Committee consists of the following 5 members: 1) Mr. Smith Banomyong

Chairperson

2) Mrs. Tipaphan Puttarawigorm

Director

3) Ms. Pijittra Trirattanathada

Director

4) Ms. Aon-Anong Chaithong

Director

5) Mr.KornwipopMontharop

Director

Main Duties and Responsibilities of the Investment Committee are fully explained in Section 8.4 of this annual report.

Page106

2016 Annual Report - Digital Telecommunications Infrastructure Fund 9.3 Supervision on the use of inside information The Management Company has issued a practice Re: Staff Dealing Policy and underlines strict compliance with the policy by every employee from directors to executives and fund manager including other persons who may have an opportunity to get access to inside information where they will be subject to harsh and written punishment in case of violation. Employees are to prevent investment by the company, employees and various types of fund under its management from causing a conflict of interest with intention to achieve a certain advantage or otherwise. Employees are to perform duties with integrity and fairness to ensure that the fund management they administer meets its objectives while retaining investors’ interest which has to come first and foremost prior to the interest of the company or personal interest of directors or employees. The Management Company allows employees to invest in securities for personal purpose, but they are required to comply with the Code of Conduct and other notifications made by the Office of the SEC and the Association of Investment Management Companies (AIMC) including rules and regulations of the Management Company itself. Employees are to reveal such investment to allow the Management Company to supervise the employee’s securities trading.

9.4 The Fund’s investment decision and management The Property and Infrastructure Investment Department will conduct due diligence analysis to analyze the feasibilityand evaluate investment soundness of proposed new business opportunities such as acquisition and divestment. It will also make a decision to invest or dispose of the Fund’s asset based on clear operating practices, which will subject to the Investment Committee’s screening, to avoid conflict of interest. Review criteria are as follows: Review Criteria: 1. Experiences, financial status, reliability and past reputation of the asset owner, in order to identify an ability to perform when such entity becomes a contractual party entering into investment and management transaction with the Fund. 2. Location and potential of the asset, nature of the site and entrance/exit 3. Potential for income generation 4. Past performances of the assets targeted for investment 5. Marketing possibilities and competitions faced by theassets targeted for investment

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 9.5 Selection of the Asset Manager The Fund Manager will select other persons to manage the Fund’s asset. The Fund underlines the importance of the selection of an asset manager where his/her qualifications and readiness to perform the task will be considered before the candidate is proposed to the Investment Committee for appointment. Selection Criteria of the Asset Manager: 1. Experiences, regulation and reliability in performing one’s job 2. Familiarity with property and performance credibility 3. Good relationship with tenants and customers 4. Good relationship with landlords 5. Good relationship with government agencies 6. Operating system and internal control 7. Fee 8. Other criteria additionally proposed by the Investment Committee and/or expert

9.6 Supervision of the Asset Manager The Asset Manager’s service will be subject to evaluation using various performance indicators stated in the Master Services Agreement. Applicable indicators include control of expenses and incomes based on anticipated budget and renewal of the lease agreement of the site. If the Asset Manager’s service fails to live up to the required performance indicators, a service fee will be cut and annual performance indicators will be updated on a mutual basis based on the terms and conditions of the Master Services Agreement. The Fund Manager will authorize the management authority to the Asset Manager and will supervise the Asset Manager’s administration activities based on recognized and acceptable criteria of the internal auditing. The Fund Manager will also monitor and supervise operating results to ensure compliance within an annual budget mutually set for the asset each year to best protect the unitholders’ interest. Aside from the asset performance to be supervised by the Fund Manager, the Asset Manager will ensure that the Fund’s asset remain in a good condition and ready for

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2016 Annual Report - Digital Telecommunications Infrastructure Fund exploitation. The Asset Manager is to manage to have enough insurance in compliance with what’s disclosed in the Fund Scheme.

9.7 Monitoring the Fund’s interest The Management Company has appointed the Fund Supervisor; namely, Kasikornbank Plc , to supervise and control disbursement, payment and delivery of money, document or other properties belonged to the Fund as stated in the Fund Scheme which, shall include the Asset and Revenue Sale and Transfer Agreement; the Master Sub-lease, Operation and Management Agreement and the Master Services Agreement. The Fund Supervisor will also prepare an account reflecting the Fund’s incomes and expenses. Assets will be audited in two manners as follows:  Desktop audit – The Fund and the Fund Supervisor may audit the performance and existence of the Fund’s assets through the Network Operation Control (NOC) and other related systems available at True’s Office.  Fieldwork audit – The Asset Manager will facilitate the Fund, the Fund Supervisor or any technical expert appointed by the Fund to survey and examine conditions of assets invested by the Fund. Details of frequency and schedule of asset auditing are as follows. Type of the audit Desktop audit Fieldwork audit

Frequency of the audit Quarterly Semi-Annaully

9.8 The Management Company’s fee The fee paid to the Management Company is calculated by a tier basis per the table below. Portion of Adjusted NAV

% of Fee based On Adjusted NAV

THB 0-30,000 Million Portion above THB 30,000 to THB 50,000 Million

0.110% 0.075%

Portion above THB 50,000 Million

0.050%

Note: Adjusted NAV is equal to total assets on the Fund’s balance sheet minus non-interest bearing debts

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

The above rate excludes the value-added tax. In 2016, the Fund paid the Management Fee totaling THB 70.83 million.

9.9 Disclosure of information to unitholders The Management Company has strictly complied with the securities laws, regulations, rules, orders or circular letters amended or issued by the SEC, the Capital Market Supervisory Board, the Office of the SEC and the SET Re: Disclosure of information to unitholders. In addition, the Fund Supervisor certifies the accuracy of information and that related laws and/or announcements have been complied with before the information is disclosed to unitholders. The information to be disclosed includes the following: 1. Calculation and disclosure of asset value, NAV and value of an investment unit on a quarterly basis within 45 days from the end of quarter: - the Management Company will reveal this information in at least one daily newspaper and will post it openly at every office of the Management Company itself and at the headquarters of the Fund Supervisor. Name, type and location of the Fundâ&#x20AC;&#x2122;s assets must be stated in the disclosure. 2. The Management Company will prepare and disclose the calculation of the Fundâ&#x20AC;&#x2122;s NAV, financial statements (both quarterly and annually), an annual report, significant event that could affect asset value, financial status or operating results of the Fund and other circumstances as required by the SEC, the Office of the SEC or the SET, as the case may be.

9.10 Meeting and Voting Rights of Unitholders The Management Company has strictly complied with the securities laws, regulations, rules, orders or circular letters amended or issued by the SEC, the Capital Market Supervisory Board, the Office of the SEC and the SET Re: Meeting of unitholders. In addition, the Fund Supervisor certifies the accuracy of information and the fact that securities laws had been duly complied before the information is disclosed and a meeting is organized for unitholders. Normally, to seek a resolution from unitholders, the Management Company is to provide enough information for unitholders to adopt a resolution. The information is to consist of opinions expressed by the Management Company and the Fund Supervisor in a matter that will later be adopted as well as possible effects to unitholders when adopting the resolution. Page110

2016 Annual Report - Digital Telecommunications Infrastructure Fund The Management Company may seek unitholder’s resolution by either sending a letter requesting unitholders to adopt a resolution or by calling a meeting of unitholders. The Management Company is to call a meeting of unitholders without delay from the day unitholders holding no less than 10% of the Fund’s total units outstanding has signed up in writing requesting the Management Company to call for the meeting. Failure to organize the meeting of unitholders upon a written request thereby within the deadline described above shall mean that unitholders holding no less than 10% of the total investment units outstanding may call a meeting themselves. Rules and procedures for calling a meeting of unitholders shall correspond to a commitment between unitholders and the Management Company. Unitholders who have their names recorded in the registrar book shall have the right to vote and to receive returns from investment. The Management Company shall inform the SET and Registrar of the registrar book closing date fourteen calendar days prior to the registrar book closing date or any other period of time as prescribed by the SET or the Registrar. If there is any change to such registrar book closing date, the Management Company shall inform the SET and the Registrar at least seven calendar days prior to the original registrar book closing date or any other period of time as prescribed by the SET or the Registrar. The Management Company shall send a request for a resolution by circular or a notice to convene a Unitholders’ meeting to the Unitholders whose names are in the registrar book as at the registrar book closing date. It shall be assumed that the registrar book of the Investment Units is a correct and accurate record; therefore the payment or distribution of assets to Unitholders, and the entitlement to or restriction on any Unitholder’s rights, whose names appear in such registrar book, shall be deemed duly made by the Management Company. A. Resolution by Circular To obtain a resolution by circular, the resolution shall be passed by more than half of the total Units with voting rights, regardless of the nature of the matter under resolution, except for amendments to or modifications of the Fund Scheme or fund management procedures, which shall be done in compliance with the requirements. B. Resolution by Meeting I.

Quorum requirements

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2016 Annual Report - Digital Telecommunications Infrastructure Fund a) Except as provided in (b) below, to constitute a quorum there shall be at least 25 Unitholders, or at least half of the total number of Unitholders, holding in aggregate no less than one-third of the total Units sold. b) The quorum requirements as set out in (a) above are not applicable to amendments or modifications of the Fund Scheme or fund management procedures, which shall be amended or modified in compliance with the requirements. II.

Right to vote a) Unitholders who have a special interest in or a conflict of interest in a matter shall have no right to vote on such matter. b) Unitholders who hold Units in excess of the holding limits shall abstain from casting votes in respect of such excess holdings.

III.

Voting requirements a) One Investment Unit shall be entitled to one vote. b) Except as provided in (c) and (d) below, resolutions of a Unitholders’ meeting shall be passed by a simple majority vote of more than 50% of the total number of votes of attending Unitholders with a right to vote. c) Any resolutions of a meeting of Unitholders on the following matters must be passed by a vote of no less than 75% of the total number of votes of attending Unitholders with a right to vote: (1) acquisition or disposition of Infrastructure Assets having a value of more than THB100,000,000 or 30% or more of the Fund’s total assets at the time of such acquisition or disposition of assets, or agreement, consent or casting vote for a company in which the Fund holds shares according to paragraph (e) under the definition of “Infrastructure Assets” to undertake such acquisition or disposition; (2) entry into, amendment or termination of any agreement relating to the management or utilization of the Infrastructure Assets by the Fund having a value of more than THB100,000,000 or 30% or more of the Fund’s total assets at the time of such entry into, amendment or termination of such agreement, or agreement, consent or casting vote for a company in which the Fund holds shares to enter into, amend or terminate such agreements;

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2016 Annual Report - Digital Telecommunications Infrastructure Fund (3) entry into any related party transaction, or agreement, consent or casting vote for a company in which the Fund holds shares to enter into any related party transaction, which requires consent from the Unitholders; (4) capital increase of the Fund; (5) capital reduction of the Fund; and (6) amalgamation or merger with another fund. d) A resolution to amend the Fund Scheme or fund management procedures shall be in compliance with the requirements as prescribed in “– Procedures to Amend the Fund Scheme.”

9.11 Auditor’s fee The Fund paid a total of THB 1,200,000 auditing fee to PriceWaterhouseCoopers ABAS Co Ltd from January 1, 2016 to December 31, 2016.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

10 Social Responsibility In 2016, the fund has no budget related to social/environmental responsibility activities.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

11 Internal control and risk management As the Fund Manager, the Management Company will manage, control and monitor major risks based on the following objectives: (1) To efficiently identify, assess, control, monitor and report major risks during the term as the Fund Manager (2) To allow operators to understand the risk and risk prevention and to realize their duties and responsibilities to manage operation risks in all activities The Company manages risks using the â&#x20AC;&#x153;three-layer prevention wallâ&#x20AC;? supervision framework. (1) Layer No. 1 refers to business units and other back-office supporting units who are responsible for managing risks associated withbeing a fund manager (2) Layer No. 2 refers to risk management units which supervise and control risks as well as provide advices to business and back-office supporting units to maximize the efficiency of their risk management tools. (3) Layer No. 3 refers to the audit management unit which convinces the Board of Directors that the Company has a sufficient and appropriate control environment.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

12 Connected Transaction 12.1 Transaction between the Fund vs. the Management Company and other related persons/Transaction relating to the Management Company Siam Commercial Bank Public Company Limited (SCB) has 99.99% shareholding stake in SCB Asset Management Co., Ltd and 4.25% shareholding stake in the Fund. In addition, SCB is one of 5 banks who provides loan to the Fund to finance its 1st additional investment in telecommunications assets.

12.2 Transactions between the Fund vs. the Fund Supervisor and other persons relating to the Fund Supervisor Kasikorn Bank Public Company Limited (KBANK) is the Fund Superviser and in 2016, the Fund paid the fee for the Fund Superviser totaling THB 15.89 million.

12.3 Soft commission -None-

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

Section 3 Key Financial Information

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

13 Key Financial Information 13.1 Financial Summary Tables The Fund was registered on December 23, 2013 to be a closed-end retail infrastructure fund with indefinite life.It was listed in the stock exchange and started trading in the Stock Exchange of Thailand on December 27, 2013. Balance Sheet as of December 31, 2016

Assets Investments in the infrastructure business at fair value (at cost 2016: THB 70,865 millionand 2015: THB 70,865million) Investments in securities at fair value (at cost 2016: THB 1,087 millionand 2015: THB 965million) Cash at banks Accounts receivable From the asset and revenue sale andtransfer agreement From rental From interest Other assets Total Assets Liabilities Current Liabilities Accounts payable Accrued expenses Unearned income Interest rate swap payable Other current liabilities Total Current Liabilities Non-current Liabilities Long-term borrowings Total Non-current Liabilities

2016 THB

2015 THB

98,135,870,000

84,651,000,000

1,090,361,141 856,887,528

971,021,507 854,703,804

315,078,960 55,097,422 562,711 7,136,144 100,460,993,906

315,889,770 482,504 6,734,139 86,799,831,724

311,859,880 211,823,986 1,826,239,460 197,683,912 30,243,159 2,577,850,397

139,108,484 219,040,525 1,699,247,623 200,472,771 27,396,377 2,285,265,780

12,975,198,851 12,975,198,851

12,935,855,853 12,935,855,853

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

Total Liabilities Net Assets Net Assets: Capital received from unitholders 5,808,000,000units, THB10per unit (ŕ¸&#x17E;.ŕ¸¨. 255 (2015: 5,808,000,000units, THB 10per unit) Retained earnings Net assets value THB14.6191per unit andTHB12.3241per unit based on 5,808,000,000units outstanding in 2016 and 2015, respectively

2016 THB 15,553,049,248 84,907,944,658

2015 THB 15,221,121,633 71,578,710,091

58,080,000,000 26,827,944,658

58,080,000,000 13,498,710,091

84,907,944,658

71,578,710,091

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Statement of Income For the year ended 31December2016 2016

2015

THB

3,112,028,928

3,111,659,520

3,267,901,438

2,582,272,541

Interest income

10,003,581

10,295,229

Other income

1,041,328

196,500,010

Total Income

6,390,975,275

5,900,727,300

Management fee

70,828,498

64,403,053

Mutual fund supervisor fee

15,886,004

13,955,186

5,000,000

50,351,539

47,420,259

1,772,136

7,071,432

Operating expense

98,261,198

94,024,726

Other expenses

28,252,027

23,960,969

Finance costs

750,551,716

596,554,607

Total Expenses

1,020,903,118

852,390,232

Net Investment Income

5,370,072,157

5,048,337,068

11,733,477

5,149,364

13,482,476,157

4,926,607

2,788,859

(200,472,771)

Total Net (Loss) Gain from Investments

13,496,998,493

(190,396,800)

Increase in Net Assets from Operations

18,867,070,650

4,857,940,268

Investment Income Income from the investment in the asset and revenue sale and transfer agreement Rental income

Expenses

Registrar fee Telecom asset manager fee Professional fee

Net (Loss) Gain from Investments Net realised gain from investment Net unrealised gain from investments Net unrealised loss from interest rate swap

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Statement of Cash Flows For the year ended 31December 2016

Cash Flows from Operating Activities Net increase in net assets from operations Adjustments to reconcile net increase in net assets value to net cash from operating activities: Purchases of investments in the infrastructure assets Purchases of investments in securities Proceed from sales of investments in securities Decrease in account receivable fromthe asset and revenue sale and transfer agreement Increase in accounts receivable from rental Decrease (increase) in accounts receivable from interest (Increase) decrease in other assets Increase in accounts payable Increase in accrued expenses Increase in unearned income Increase in other liabilities Net realised gain from investments Net unrealised gain from investments Unrealised loss from interest rate swap Amortisation of debt issuance costs Net cash flows (used in) generated from operating activities Cash Flows from Financing Activities Proceed from long-term borrowing net of cash paid for debt issuance cost Distribution to unitholders Net cash flows generated from (used in) financing activities

2016 THB

2015 THB

18,867,070,650

4,857,940,268

(4,670,000,000) 4,560,000,000

(13,100,000,000) (3,350,000,000) 3,610,000,000

810,810

784,080

(55,097,422) (80,207) (402,005) 172,751,396 (7,216,539) 126,991,837 2,846,782 (11,733,477) (13,482,476,157) (2,788,859) 39,342,998 5,540,019,807

2,166,796 (50,130) 139,108,484 203,892,908 456,557,292 8,403,954 (5,149,364) (4,926,607) 200,472,771 32,355,853 (6,948,443,695)

12,903,500,000

(5,537,836,083) (5,537,836,083)

(5,392,473,774) 7,511,026,226

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

2,183,724 854,703,804 856,887,528

562,582,531 292,121,273 854,703,804

2016

2015

Net Investment Incometo Total Income Ratio

84.03%

85.55%

Investment Income to Average Ending Net Assets Ratio

7.75%

8.21%

Total Expense to Average Ending Net Assets Ratio Percentage of Investment in Infrastructure Assets as of ending period

1.24%

1.19%

97.69%

97.52%

Net Increase in Cash at Banks Cash at banks at beginning of the year Cash at Banks at End of the Year

13.2 Financial Ratio Key Financial Ratio

From the table shown above, Net Investment Income Margin has excluded net investment profit (but included only infrastructure assets income). Meanwhile, net unrealised gain from investments and net unrealised profit (loss) resulting from interest rates exchange agreement in 2016 (84.03%) has decreased when compared to that of the year 2015 (85.55%) due to rising overall expenditures by 19.77% whereas investment income increased by only 8.31%. Such increase in main expenses was due to the 1st additional telecommunications infrastructure business assets investment on 6 March 2016 by which a total loan of THB 13,100.00 million was borrowed, causing the overall weightedaverage cost of debt after swap cost is 5.46%. The increase in interest expenses in 2016 was largely due to the difference in terms of the number of days counted for interest payment (301 days counted in 2015 and 366 days counted in 2016). Similarly, income earned from the 1st additional telecommunications infrastructure business assets investment was also affected by the difference in the number of days counted not to mention swap counterparties resulting from the use of floating rate in accounting records prior to making cash interest payment in Q1 of the following year (by which 4.74% interest was implemented from the period between September to December 2015 and 4.57% interest was implemented from the period between September to December 2016). Meanwhile, other expenses namely management fee and trustee fee had also increased following the rising number of net assets resulting from the valuation carried out by independent valuation firm in 2016. The expenses which had increased according to operating results included increasing telecommunications assets mamager fee due to rising marketing service fee calculated from growing tower lease income, especially from DTAC group. These factors have caused net investment incomein 2016 to slightly drop when compared to that of the year 2015. Page122

2016 Annual Report - Digital Telecommunications Infrastructure Fund The growth of the overall investment income in 2016 which exceeded that of the year 2015 was largely due to the following contributing factors: (1) In 2016, the Fund started to realize income from the lease of 6,000 telelcommniations towers which was completely delivered by True Corporation Public Company Limited on 31 December 2015. In 2015, income from the lease of 3,000 towers delivered by TRUE on 31 December 2014 was realized. (2) Additional tower lease income resulting from a lease contract entered between the Fund and DTAC Trinet Co., Ltd. (DNT), which is a subsidiary of Total Asset Communication Public Company Limited. In 2016, additional towers were leased by DNT comparing to that of the year 2015. (3) Income from FOC lease and additional telecommunications towers investment in 2015 by which a total period of only 301 days was realized whereas in 2016 a total period of 366 days was realized. (4) Following the delivery of 6,000 telelcom towers on 31 December 2015, the Fund had further discussion with TRUE regarding the actual quantity of towers delivered and the quantity specified in the delivery plan. As a result, the Fund was able to gain higher net income due to lower property rental fee as the actual quantity of towers received was less than the quantity specified (net rental income = rental income â&#x20AC;&#x201C; property rental fee). Meanwhile, growth in unrealised net gains and unrealized net assets in 2016 can be observed as the Fund had arranged for assets valuation by an independent valuation firm in Q1/2016. Certain assumptions were adjusted accordingly to ensure it is equivalent to the numbers specified in the contract and that it is in line with the Fundâ&#x20AC;&#x2122;s overall operating results. This includes reducing discount rate, implementing mid-year discount and adjusting rental income estimates from other operators besides TRUE and adjusting the estimates of certain expenditures. However, no assets valuation had been carried out in 2015 (except for the assets originating from the 1st additional telecommunications infrastructure business assets investment in Q1/2015. Since such investment involves borrowing loans from five commercial banks and financial institutions, net assets value in 2015 was therefore unaffected whatsoever), resulting in the recording of unrealized net gains from overall asset valuation in the Fundâ&#x20AC;&#x2122;s financial statement 2015. To conclude, net investment income in 2016 has climbed up from the previous year by 6.37% whereas net assets as of Q4/2016 has increased by 18.62% from the same

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2016 Annual Report - Digital Telecommunications Infrastructure Fund quarter last year, causing a slight drop in Investment Income to Average Ending Net Assets Ratio in 2016 (7.75%) when compared to that of 2015 (8.21%). Key expenditures in 2015 which had increased from the year 2015 included (1) telecommunications assets manager fee in 2016 totaling THB 2.28 million which is higher than that of 2015 during which telecommunications assets manager fee was equal to only THB 0.38 million due to higher property rent income which resulted from the establishment of telecommunications tower lease contract entered between the Fund and DTN; (2) interests payment due to the borrowings for the 1st additional telecommunications infrastructure business assets investment totaling THB 710.88 million and amortization fee totaling THB 39.34 million (for a total of 5 years as specified in loan contract) in 2016 are higher than the interest payment and borrowing fee in 2015 by THB 563.44 and THB 32.36 million, respectively, due to the difference in the number of days counted and the use of floating rate in accounting record of interest payment in 2015 and 2016; and (3) other expenses which follow the current amount of net assets and marketing operating results. In summary, the Fund’s overall expenditures in 2016 has increased from the previous year by 19.77% while assets valuation was also carried out by an independent valuation firm within the same year as previously mentioned, causing average net assets value as of Q4/2016 to be increased by 18.62% from the same period last year and allowing slight increase in Total Expense to Average Ending Net Assets Ratio in 2016 (1.24%) comparing to that of the year 2015 (1.19%). As per the Notification of Capital Market Supervisory Board Tor.Nor. 1/2011 re: Criteria, Condition and Method for Establishment and Management of Infrastructure Fund which stated that the Fund must maintain infrastructure assets investment proportions at accounting period ending by no less than 75% of the Fund’s overall assets value. As of the end of 2015 and 2016, the proportions of the Fund’s infrastructure assets investment were equal to 97.69% and 97.52%, respectively.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

14 Management Discussion and Analysis 14.1 Analysis of past performance During the period between 1January 2016 and 31 December 2016, the Fund’s total incomes were equal to THB 6,309.98 million of which can be divided into (1) investment income totaling THB 6,379.93 million and (2) income earned from interest rates and other sources totaling THB 11.04 million. At the same time, the Fund’s overall expenditures were equal to THB 1,020.90 million of which can be divided into (1) expenses relating to fees payable to investment management company, trustee, registrar, telecommunications assets manager, legal advisor, auditor and other fields of consultant totaling THB143.84 million; (2) royalty fees totaling THB 97.06 million; (3) costs relating to tower reinforcement totaling THB 1.20 million; (4) accrued interest, realized front-end fee in 2016 and other related expenses in 2015 totaling THB 750.55 million and (5) Other expenses totaling THB 28.25 million, allowing the Fund to have net operating profits from 2016 totalingTHB 5,370.07 million. The increase in net operating profits in 2016 by THB 321.74 million when compared to that of the year 2015 was due to several key contributing factors including (1) the Fund’s realization of income from the lease of 6,000 telecommunications towers delivered by or from TRUE on 31 December 2015 including additional net rental income as specified in the rental contract entered between the Fund and DTN, which is part of Total Asset Communication Group, and additional income resulting from the Fund’s negotiation with TRUE following the complete delivery of telecommunications towers which allows the Fund gain higher net lease income from lower property rental fee, all of which has combined to a sum higher than that of the year 2015 by totaling THB 549.70 million; (2) an increase in lease income from additional assets investment in March 2015 by THB 143.72 million. Meanwhile, other incomes in 2016 has significantly dropped when compared to the previous year due to the Fund’s realization of other incomes totaling THB 196.50 million which derived from AWC agreement to be responsible for the expenses related to the establishment of borrowing contract for the 1st additional telecommunications infrastructure business assets investment (Front-end Fee) which is a one-time income earned from the 1st additional telecommunications infrastructure business assets investment in 2015. In the overall, however, the Fund’s total expenditures in 2016 has increased from the previous year by THB 168.51 million due to increasing financel costs as a result from fully realized income for the whole year. As of 31 December 2016, the Fund’s total net assets value was equal to THB 84,907.94 million or 14.6191 THB per unit, which increased from the previous year by 2.295 THB per unit. The Fund also announced its dividend payment based on the operating results and retained earnings in 2016 totaling 0.96 THB/unit, which is higher than the dividend in 2015 which was paid at 0.95 THB per unit.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund The following tables provide a summary of income statement and statement of cash flows (in comparison with the year 2015)

Page126

2016 Annual Report - Digital Telecommunications Infrastructure Fund Digital Telecommunications Infrastructure Fund Statement of Income For the year ended 31 December 2016 2016 Baht

2015 Baht

Difference Baht

Investment Income Income from the investment in the asset and revenue sale and transfer agreement Rental income Interest income Other income

3,112,028,928 3,267,901,438 10,003,581 1,041,328

3,111,659,520 369,408 2,582,272,541 685,628,897 10,295,229 (291,648) 196,500,010 (195,458,682)

Total Income

6,390,975,275

5,900,727,300

490,247,975

70,828,498 15,886,004 5,000,000 50,351,539 1,772,136 98,261,198 28,252,027 750,551,716

64,403,053 13,955,186 5,000,000 47,420,259 7,071,432 94,024,726 23,960,969 596,554,607

6,425,445 1,930,818 2,931,280 (5,299,296) 4,236,472 4,291,058 153,997,109

Total Expenses

1,020,903,118

852,390,232

168,512,886

Net Investment Income

5,370,072,157

5,048,337,068

321,735,089

Expenses Management fee Mutual fund supervisor fee Registrar fee Telecom asset manager fee Professional fee Operating expense Other expenses Finance costs

Net Gain (Loss) from Investments Net realised gain from investment Net unrealised gain from investments Net unrealised gain (loss) from interest rate swap

11,733,477 13,482,476,157 2,788,859

5,149,364 6,584,113 4,926,607 13,477,549,550 (200,472,771) 203,261,630

Total Net Gain (Loss) from Investments

13,496,998,493

(190,396,800) 13,687,395,293

Increase in Net Assets from Operations

18,867,070,650

4,857,940,268 14,009,130,382

Page127

2016 Annual Report - Digital Telecommunications Infrastructure Fund Digital Telecommunications Infrastructure Fund Balance Sheet As at 31 December 2016

2016 Baht

2015 Baht

Difference Baht

98,135,870,000

84,651,000,000

13,484,870,000

1,090,361,141 856,887,528

971,021,507 854,703,804

119,339,634 2,183,724

315,078,960 55,097,422 562,711 7,136,144

315,889,770 482,504 6,734,139

(810,810) N/A 80,207 402,005

100,460,993,906

86,799,831,724

13,661,162,182

Assets Investments in the infrastructure business at fair value (at cost 2016: Baht 70,865 million and 2015: Baht 70,865 million) Investments in securities at fair value (at cost 2016: Baht 1,087 million and 2015: Baht 965 million) Cash at banks Accounts receivable From the asset and revenue sale and transfer agreement From rental From interest Other assets Total Assets

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Digital Telecommunications Infrastructure Fund Balance Sheet (Contâ&#x20AC;&#x2122;d) As at 31 December 2016

2016 Baht

2015 Baht

Difference Baht

Accounts payable Accrued expenses Unearned income Interest rate swap payable Other current liabilities

311,859,880 211,823,986 1,826,239,460 197,683,912 30,243,159

139,108,484 219,040,525 1,699,247,623 200,472,771 27,396,377

172,751,396 (7,216,539) 126,991,837 (2,788,859) 2,846,782

Total Current Liabilities

2,577,850,397

2,285,265,780

292,584,617

Long-term borrowings

12,975,198,851

12,935,855,853

39,342,998

Total Non-current Liabilities

12,975,198,851

12,935,855,853

39,342,998

Total Liabilities

15,553,049,248

15,221,121,633

331,927,615

Net Assets

84,907,944,658

71,578,710,091

13,329,234,567

Capital received from unitholders 5,808,000,000 units, Baht 10 per unit (2015: 5,808,000,000 units, Baht 10 per unit) Retained earnings

58,080,000,000 26,827,944,658

58,080,000,000 13,498,710,091

13,329,234,567

Net assets value Baht 14.6191 per unit and Baht 12.3241 per unit based on 5,808,000,000 units outstanding in 2016 and 2015, respectively

84,907,944,658

71,578,710,091

13,329,234,567

Liabilities Current Liabilities

Non-current Liabilities

Net Assets:

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

Digital Telecommunications Infrastructure Fund Statement of Cash Flows For the year ended 31 December 2016 2016 Baht Cash Flows from Operating Activities Net increase in net assets from operations Adjustments to reconcile net increase in net assets value to net cash from operating activities: Purchases of investments in the infrastructure assets Purchases of investments in securities Proceed from sales of investments in securities Decrease in account receivable from the asset and revenue sale and transfer agreement Increase in accounts receivable from rental (Increase) decrease in accounts receivable from interest Increase in other assets Increase in accounts payable (Decrease) increase in accrued expenses Increase in unearned income Increase in other liabilities Net realised gain from investments Net unrealised gain from investments Unrealised (gain) loss from interest rate swap Amortisation of debt issuance costs Net cash flows generated from (used in) operating activities

2015 Baht

Difference Baht

18,867,070,650

4,857,940,268 14,009,130,382

(4,670,000,000) 4,560,000,000

(13,100,000,000) N/A (3,350,000,000) (1,320,000,000) 3,610,000,000 950,000,000

810,810 (55,097,422) (80,207) (402,005) 172,751,396 (7,216,539) 126,991,837 2,846,782 (11,733,477) (13,482,476,157) (2,788,859) 39,342,998

784,080 26,730 N/A 2,166,796 (2,247,003) (50,130) (351,875) 139,108,484 33,642,912 203,892,908 (211,109,447) 456,557,292 (329,565,455) 8,403,954 (5,557,172) (5,149,364) (6,584,113) (4,926,607) (13,477,549,550) 200,472,771 (203,261,630) 32,355,853 6,987,145

5,540,019,807

(6,948,443,695) 12,488,463,502

Cash Flows from Financing Activities Proceed from long-term borrowing net of cash paid for debt issuance cost Distribution to unitholders

(5,537,836,083)

Net cash flows (used in) generated from financing activities

(5,537,836,083)

12,903,500,000 (5,392,473,774)

N/A (145,362,309)

7,511,026,226 (13,048,862,309)

Net Increase in Cash at Banks Cash at banks at beginning of the year

2,183,724 854,703,804

562,582,531 292,121,273

(560,398,807) 562,582,531

Cash at Banks at End of the Year

856,887,528

854,703,804

2,183,724

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 14.1.1 Overview of the operation and significant changes In the overall, the Fund has gained higher level of income in 2015 due to the lease of 6,000 telecommunications towers which were delivered to the Fund under the lease contract entered between the Fund and TRUE and between Fund and DTN, including incomes form FOC lease and additional tower investment in 2015 which were realized for a total of 12 months period, higher net lease income due to property rental fee reduction following the negotiation between the Fund and TRUE after complete delivery of telecom towers. In addition, other income which is a one-time income earned from property owners for removal of installed telecommunications towers was also realized in 2016. This is due to the termination of property rental contract (THB 1.04 million), causing a significant drop in income comparing to the year 2016 due to other realized incomes resulting from AWCâ&#x20AC;&#x2122;s agreement to be responsible for the expenses related to loan contract for the 1st additional telecommunications infrastructure business assets investment (THB 196.50 million). Meanwhile, higher expenditures in 2016 was caused by increasing finance costs which resulted from the borrow of loans for the 1st additional telecommunications infrastructure business assets investment by which the expenses were realized by a total of 366 days in 2016, or higher than that of the year 2015 which was realized by only 311 days, including the use of floating rate for the calculation of different interests repayable. In addition, the Fund has entered into interest rate swap agreement to avoid risks from interest rates fluctuation by converting from floating rate to fixed rate. Meanwhile, the swap counterparties shall be recognized either as interest expense or interest income along the swap contract term and also there will be an unrealized gain or loss from the swap contract resulted from the monthly mark-to-market process. Also, in Q1/2016, the Fund had arranged for assets valuation by an independent valuation firm as previously described, allowing an increase in net assets at the end of 2016 (THB 84,907.94 million) by a total of THB 13,329.23 million (18.62%) comparing to Q4/2015 (THB 71,578.71 million) not to mention an increase in net profits from assets valuation in 2016 totaling THB 13,484.87 million comparing to that of the year 2015. Nevertheless, such increase in net profits will not have any impact on the cash flows for dividend payment consideration and/or cost cutting capital of the Fund. In addition, Fund assets valuation is expected to be carried out once a year unless there are certain events that may potentially cause significant impact upon the assets of infrastructure fund occurred. 14.1.2 Profitability Since most of investment incomes earned by the Fund have already been determined in various agreements entered between the Fund and TRUE, its ability to seek benefits from on-hand cash and

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2016 Annual Report - Digital Telecommunications Infrastructure Fund the management of operating expenses as well as Fund expenditures are therefore crucial in determining its profitability. In the overall, net investment incomes has increased from that of the year 2015 by THB 321.74 million or around 6.37%. When combined all net investment profits, a significant increase in net operating assets by THB 14,009.13 (288.38%) can clearly be observed. This is largely due to the fact that an independent valuation firm was hired by the Fund in 2016 to carry out assets valuation. However, in 2015, no independent valuation firm had been hired to perform the task. Hence, no unrealized net profit from assets valuation as in the year 2016 was presented. Nevertheless, such net profit is a noncash profit and is therefore irrelevant to the operations of the Fund. The increase in investment incomes by 8.31% or THB 490.25 million in comparison to the year 2015 was mainly due to the Fundâ&#x20AC;&#x2122;s realization of income from the lease of 6,000 telecommunications towers in 2016 which were delivered by TRUE in 2015. In the fiscal year 2015, only the income from the lease of initial 3,000 towers delivered by TRUE in 2014 was realized. When combined this together with additional income from the lease contract entered between the Fund and DTN and additional income from the reduction of property rental fee following the neogiation with TRUE after the complete delivery of 6,000 telecom towers, an increase by THB 549.70 million in the overall income earned can be observed. Furhtermore, an increase in property rental income by THB 143.72 million can also be seen as a result from additional assets investment by the Fund in March 2015 and of which a total income earned throughout the year 2016 was realised. Other incomes (which is a one-time income), on the other hand, decreased from the year 2015 by a total of THB 195.46 million. Meanwhile, a significant increase in the overall expenses in 2016 can be observed, particularly telecommunications assets manager fee in terms of marketing service due to higher tower lease demand by DNT in 2016, which causes such fee to rise by THB 1.90 million. At the same time, the interest rates of loan for the 1st additional telecommunications infrastructure business assets investment and amortization fee also increased by THB 154.42 million. In order to seeking benefits from on-hand cash, unused liquidity has therefore been deposited in a savings account. In 2016, the Fundâ&#x20AC;&#x2122;s interest income earned was equal to THB 10.00 million, dropping from the year 2015 during which a total of THB 10.30 million of interest income was earned. Nevertheless, in 2016, higher investment proportion in short-term securities with low risk but give higher return than savings account was added. The profits earned from short-term securities investment shall be recorded under net investment gains intead of interest gains under investment income. Hence, in 2016, the Fund has gained profits from short-term securities investment totaling THB 11.73 million, or an increase from the year 2015 by THB 6.58 million. Furthermore, non-cash gains and losses had also been recorded and all of which have no impact on the Fundâ&#x20AC;&#x2122;s dividend Page132

2016 Annual Report - Digital Telecommunications Infrastructure Fund payability whatsoever. These gains and losses comprise of (1) unrealized losses from market-tomarket valuation and the valuation of short-term, low-risk securities totaling THB 2.39 million due to fluctuations in capital market returns in 2016; (2) unrealized net profits resulting from the Fundâ&#x20AC;&#x2122;s engagement in interest rate swap agreement to prevent risks due to interest rates fluctuations starting from Q1/2015 and market-to-market valuation on 31 December 2016 by which a sum of THB 2.79 million of unrealized profits resulting from interest rate swap agreement was recorded; and (3) (3) infrastructure fund assets valuation was carried out by an independent valuation firm in Q1/2016 in response to the Fundâ&#x20AC;&#x2122;s policy which requires assets valuation to be carried out at least once a year, with the exception of a case where there is an event that may potentially cause adverse impact on the normal operation of the Fund. Following the prescribed infrastructure fund assets valuation, an increase in unrealized net profits totaling THB 13,484.87 million can be observed. 14.1.3 Ability to manage the assets In Q1/2016, the Fund hired an independent valuation firm to carry out the valuation of the overall infrastructure fund assets starting from the establishment of the Fund in Q4/2013 and after the 1st additional telecommunications infrastructure business assets investment in Q1/2015 was made. In this regards, certain figures had been modified for consistency with the figures specified in the contract agreement as well as the operating performance of the Fund. This included the modification of discount rate, the use of mid-year account method, the adjustment of estimates of lease income deriving from other service operators apart from TRUE and the adjustment of estimates of certain expenditures in the balance sheet and statement of changes in net assets as of the end of 2016. Hence, infrastructure assets valuation by an independent valuation firm is therefore the main cause of an increase in the value of net assets in 2016 by a total of THB 13,329.23 million in comparison to that of the year 2015. In addition, no independent valuation firm was hired to carry out the task of assets valuation in 2015 (with the exception of the valuation of assets resulting from the 1st additional telecommunications infrastructure business assets investment at end of 2015 which was paid in full amount by loans). Following the complete delivery of passive assets by TRUE (after the delivery of 6,000 telecommunications towers by TRUE in December 2015) in Q1/2016, Detecon Asia Pacific Co., Ltd. was hired by the Fund as technical advisor to perform the tasks of checking the completeness and conduct data analysis on current assets management strategies using either complete inspection or sampling inspection approach, depending on the value and quantity of each type of asset. All inspections are expected to be completed by Q4/2016.

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2016 Annual Report - Digital Telecommunications Infrastructure Fund 14.1.4 Repayment ability Following the 1st additional telecommunications infrastructure business assets investment, the Fund entered into a borrowing agreement with a group of 5 banks and financial institutions. The conditions of the credit facilities that the Fund agreed with the group of banks and financial institutions are similar to those of credit facilities offered to most creditworthy major borrowers of commercial banks in Thailand and are in accordance with the same commercial terms as those an ordinary person would agree with any unrelated counterparty under the similar circumstances (armâ&#x20AC;&#x2122;s length terms) with the bullet repayment date which is 5 years from the drawdown date. Such amount has been withdrawn from the previously mentioned group of banks and financial institutions for the purpose of investing in the 1st additional telecommunications infrastructure business assets investment on 6 March 2015. Since such borrowing is the only source of capital for the 1st additional telecommunications infrastructure business assets investment, the Fund therefore faces additional liabilities totaling THB 13,100.00 million. This resulted in an increase in expenditures due to interests repayable to the concerned financial institutions and affecting the Fund in terms of liquidity, repayment ability and compliance with borrowing terms and conditions (covenant) such as having cash reserve for interest payment prior to dividend payment. In 2016, the expenditures for interest repayable to banks and financial institutions have risen comparing to the prior year by 15.31% of net assets value. In addition, upon the due date of the repayment of the loan at the 5th year from the drawdown date, the Fund will consider seeking the most appropriate source of funds for the repayment of such debts in order to arrange an appropriate investment structure for the Fund at the time. That is, the management company may consider a single or multiple sources of funds, such as, securing credit facilities from commercial banks, issuance of debt instruments (not yet permitted under the current securities law) or capital increase. In the case that the above sources of funds are insufficient for repayment of debts and/or that the Fund is unable to seek sources of funds for repayment of debts in full, the Management Company may use the cash flow derived from the operations to repay the loan, thereby it might adversely affect the dividend to be received by the unitholders during the period that the debts must be repaid. 14.1.5 Liquidity and capital adequacy Sources and Spending of Fund: The Fundâ&#x20AC;&#x2122;s operating cash flows for the year 2016 is equal to THB 5,540.02 million, which exceeded the operating cash flows in 2015 which was equal to THB 6,948.44 million by a total of THB 12,488.46

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2016 Annual Report - Digital Telecommunications Infrastructure Fund million. This is largely due to additional telecommunications infrastructure business assets investment totaling THB 13,100.00 million, which is not presented in the year 2016. Such investment has lowered the accrued interest (which is part of accrued expenses) in 2016 by THB 9.84 million when compared to that of the year 2015 since fixed rate (5.50%) and floating rate (4.74% from the period between September to December 2015 and 4.57% from the period between September to December 2016) were applied in the calculation of accrued interests to be repayable to the group of five banks and financial institutions from which the Fund borrowed loans (5-year term) in accordance with the interest rate swap agreement (weighted-average cost of debt after swap cost equaling to 5.46%) on the due date in March 2016 and March 2017, respectively. In addition, the Fund has implemented a on-hand cash management policy by investing in securities that give higher investment returns. In 2016, the Fundâ&#x20AC;&#x2122;s net securities investment capital was equal to THB 110.00 million, which is THB 370.00 million less than the the year 2015 during which net securities investment capital was equal to THB 260.00 million. On the other hand, accrued lease income in 2016 has increased from the previous year by THB 55.10 million due to the negotiation between the Fund and TRUE following the delivery of 6,000 telecommunications towers in December 2015. The negotiation allowed the Fund to gain additional cash flows in Q1/2016 as a result from the adjustment of lease fees of 6,000 telecommunications towers prepaid by TRUE. In 2016, income from prepaid lease of 6,000 telecommunications towers has increased byTHB126.99 million in 2016 (in comparison with 2015) as a result from the difference in prepaid lease fee paid by TRUE group each year in accordance with the lease contract entered between the Fund and TRUE. Retained earnings as of the end of 2016 was equal to THB 18,867.07 million, or an increase from that of the year 2015 by THB 14,009.13 million, due to several key contributing factors including (1) the raise in the fair value of assets as a result from telecommunications assets valuation by independent valuation firm in Q1/2016 which caused non-cash net gains from assets valuation to be increased by THB 13,484.87 million in 2016; (2) non-cash net gains deriving from the valuation of interest rate swap agreement in 2016 totaling THB 2.79 million while non-cash net loss in 2015 was equal to THB 200.47 million and (3) net gains from investment capital deriving from the handling of surplus liquidity by the Fund prior to dividend payment to unitholders in 2016 totaling THB 11.73 million, which increased from the previous year by THB 6.58 million. Also, in 2016, cash flows from fund-raising activities have dropped from the year 2015 by THB 13,048.86 million. This was mainly due to the cash flows received from net borrowings from a group of

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2016 Annual Report - Digital Telecommunications Infrastructure Fund five commercial banks and financial institutions for additional investment in March 2015 totaling THB 12,903.50 million (excluding amortization costs) whereas no such transaction was reported in 2016. Capital Expenditure: Since the assets invested by the Fund are quite new, no capital expenditure was reported in 2016. However, in the case where capital expenditure occurs in the future, the Fund shall use existing liquidity as its capital source. In the event of insufficient capital, the Fund shall borrow from financial institutions. 14.1.6 Returns of the Fund In regards to dividend payment, the Fund had already announced its dividend payment from the operating performance in 2016 at the rate of 0.96 THB per unit or around THB 5,552.45 million (dividend payment in Q4/2016 shall be paid in 2017), which is higher than that of the previous year of which the announced dividend payment rate was 0.95 THB per unit or around THB 5,494.37 million to THB 58.08 million. Such high dividend payment has resulted from the Fundâ&#x20AC;&#x2122;s implementation of measure for surplus liquidity management which requires minimum on-hand cash reserve by not more than THB 200 million and cash reserve for interest repayable as per loan contract (covenant). Under this measure, cash apart from miminum cash and cash reserve shall be paid as dividend for all shareholders since the returns which the Fund gained from on-hand cash is much lower than the opportunity cost of the unitholders. Hence, it can be observed that the rates of dividend returns for the year 2016 in comparison with IPO and market price as at the end of 2016 were equal to 9.56% and 6.83%, respectively, which is higher than that of the year 2015 by 0.10% and 0.07%, respectively. (A) (B) Based on the Based on the 2016 financial 2015 financial statements statements Dividend actually paid from operating performance in relevant period Total 5,552.45 5,495.37 Distribution to unitholders per unit 0.96 0.95 % of returns from dividend compared to IPO 9.56% 9.46% price % of returns from dividend compared to closing 6.83% 6.76% market price at end of 2016

(A-B) Difference

58.08 0.01 0.10% 0.07%

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2016 Annual Report - Digital Telecommunications Infrastructure Fund

14.2 Forward looking statement -None-

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2016 Annual Report - Digital Telecommunications Infrastructure Fund Table illustrating the overall expenses where the Management Company has collected from Digital Telecommunications Infrastructure Fund For the period from January 1, 2016 to December 31, 2016 Related Expenses and Fees O Mutual Fund Supervisory Fee O Registrar Fee

O Telecom Asset Manager Fee

O Operating Expense O Professional Fee O Finance Cost - Interest Expense - Amortised Front-End Fee O Other Expenses O Management Fee

Percentage of Net Asset Value Annual rate of 0.02% of the portion of net asset value of the Fund of up to Baht 50.0 billion and annual rate of 0.018% of the portion of the net asset value of the Fund over Baht 50.0 Annual fee of 0.023% of the registered capital of the Fund, subject to a minimum fee of Baht 3.2 million and a maximum of Baht 5.0 million (1) Charges for the administrative services consist of: (1.1) an annual fixed charge of Baht 3 million for the year 2013 and Baht 18.3 million for year 2014, subject to annual escalation at the rate equal to the consumer price index (CPI) announced by the ministry of commerce of thailand for the previous year, subject to a maximum of 3.5% commencing in year 2015; and (1.2) a monthly charge equal to 0.15% of the Fund's monthly net revenue (after deducting costs associating with rights of way, insurance, and rental payments under land leases) generated from the managed assets. (2) Charges for the marketing service consist of: (2.1) a monthly charge equal to 2% of the Fund's monthly revenue received from any tenant(s) leasing the marketing assets in addition to those leased or committed to lease by the founder tenants; (2.2) a charge of Baht 20 million payable on each 1 January 2015 and 1 January 2016, with respect to the new marketing assets that are the new tower assets allocated to be marketed by the telecom asset manager commencing in year 2015 and 2016, respectively. Right of Way expenses as stipulated in the relevant agreements Actual Payment as disclosed in the Fund's prospectus item 7.8

Actual Payment (THB million) 15.89 5.00

50.35

98.26 1.77

Payment according to the Facility Agreement and Interest Rate Swap Agreement According to the loan tenures from the Facility Agreement Actual Payment as disclosed in the Fund's prospectus item 7.8

710.88 39.68 28.25

THB 0-30,000 Million (0.110%) Portion above THB 30,000 to THB 50,000 Million (0.075%) Portion above THB 50,000 Million (0.050%)

70.83

Note: Adjusted NAV is equal to total assets on the Fund's balance sheet minus non-interest bearing debts Total Expenses

1,020.90

Table illustrating the overall expenses where the Management Company has collected from unitholders NonePage138

2016 Annual Report - Digital Telecommunications Infrastructure Fund 2016Auditorâ&#x20AC;&#x2122;s Opinion

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Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Description of Digital Telecommunications Infrastructure Fund Digital Telecommunications Infrastructure Fund (“the Fund”) is a specified infrastructure business fund with the specific investment project detailed in the Fund‟s prospectus. The Fund is a closed-end infrastructure fund and was established and registered on 23 December 2013 with indefinite project life. The Fund registered as listed securities and commenced its trading on the Stock Exchange of Thailand on 27 December 2013. The Fund is managed by SCB Asset Management Company Limited (“the Management Company”), its mutual fund supervisor is KASIKORNBANK Public Company Limited, its registrar is Thailand Securities Depository Company Limited and its telecom asset manager is Telecom Asset Management Company Limited. As at 31 December 2016, the Fund has invested in the telecommunications infrastructure assets as follows: a)the ownership of 6,000 telecommunications towers and other related passive telecommunications infrastructure for mobile telecommunications services of which True Corporation Public Company Limited (“True”) had delivered, or procured the delivery of 6,000 towers within 31 December 2015; b) the ownership of a core fiber optic cable grid and related transmission equipment and an upcountry broadband system of True Universal Convergence Company Limited (“TU”); c) the right to the net revenues to be generated from the commencement date until the expiry date of the lease agreement for the mobile phone network equipment for mobile phone service under HSPA system (“HSPA agreement”) from the rental of certain telecommunications towers and fiber optic cable grid and related transmission equipment of BFKT (Thailand) Limited (“BFKT”) and certain telecommunications towers of Asia Wireless Communication Company Limited (“AWC”), including rights to ownership of certain assets of BFKT and AWC following the expiry date of HSPA agreement; and d) the Fund enters into a Long-Term Lease Agreement with call option with AWC for leasing 7,981 kilometers of the fiber optic cable, until the year 2035. As at 31 December 2016, the major unitholder is True Corporation Public Company Limited, holding 28.11% of total outstanding units (31 December 2015: 28.11%). These financial statements have been approved for issue by the authorised persons on 24 February 2017.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Accounting Policies The principal accounting policies adopted in the preparation of these financial statements are set out below: 2.1

Basis of Preparation The financial statements have been prepared in accordance with Thai Generally Accepted Accounting Principles under the Accounting Act B.E. 2543, being those Thai Financial Reporting Standards (“TFRS”) issued under the Accounting Professional Act B.E. 2547 and the financial reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act. In particular, the Fund adopts Thai Accounting Standard no. 106 “Accounting for Investment Companies”. The financial statements have been prepared under historical cost convention except investment which use fair value as disclosed in the accounting policies below. The preparation of financial statements in conformity with Thai generally accepted accounting principles requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Fund accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. An English version of the financial statements have been prepared from the statutory financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language statutory financial statements shall prevail.

2.2

New/revised financial reporting standards, and related interpretations 2.2.1 New/revised financial reporting standards and interpretation are effective on 1 January 2016 are as follows: a) New/revised financial reporting standards and interpretation which are relevant and have a significant impact to the Fund are as follows: TAS 24 (revised 2015) TAS 36 (revised 2015) TAS 40 (revised 2015) TFRS 13 (revised 2015)

Related party disclosures Impairment of assets Investment property Fair value measurement

TAS 24 (revised 2015), „Related party disclosures‟ includes as a related party an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity (the „management entity‟). Disclosure of the amounts charged to the reporting entity is required. This standard has no impact to the Fund. TAS 36 (revised 2015), „Impairment of assets‟ is amended to provide additional disclosure requirement when the recoverable amount of the assets is measured at fair value less costs of disposal. The disclosures include 1) the level of fair value hierarchy and 2) when fair value measurement categorised within level 2 and level 3, disclosures is required for valuation technique and key assumption. This standard has no impact to the Fund. TAS 40 (revised 2015), „Investment property‟ clarifies that TFRS 3 should be applied when determining whether an acquisition of an investment property is a business combination. This standard has no impact to the Fund. TFRS 13 (revised 2015), „Fair value measurement‟ is amended to clarify that the portfolio exception in TFRS 13 applies to all contracts (including non-financial contracts) within the scope of TAS 39 (when announced) or TFRS 9 (when announce). This standard has no impact to the Fund. 14

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Accounting Policies (Contâ&#x20AC;&#x;d) 2.2

New/revised financial reporting standards, and related interpretations (Contâ&#x20AC;&#x;d) 2.2.1 New/revised financial reporting standards and interpretation are effective on 1 January 2016 are as follows: (Contâ&#x20AC;&#x;d) b) Revised financial reporting standards and interpretations with minor changes and do not have impact to the Fund are as follows: TAS 1 (revised 2015) TAS 2 (revised 2015) TAS 7 (revised 2015) TAS 8 (revised 2015) TAS 10 (revised 2015) TAS 11 (revised 2015) TAS 12 (revised 2015) TAS 17 (revised 2015) TAS 18 (revised 2015) TAS 20 (revised 2015) TAS 21 (revised 2015) TAS 23 (revised 2015) TAS 26 (revised 2015) TAS 28 (revised 2015) TAS 29 (revised 2015) TAS 33 (revised 2015) TAS 34 (revised 2015) TAS 37 (revised 2015) TFRS 5 (revised 2015) TFRS 6 (revised 2015) TFRS 11 (revised 2015) TSIC 10 (revised 2015) TSIC 15 (revised 2015) TSIC 25 (revised 2015) TSIC 27 (revised 2015) TSIC 29 (revised 2015) TSIC 31 (revised 2015) TSIC 32 (revised 2015) TFRIC 1 (revised 2015) TFRIC 4 (revised 2015) TFRIC 5 (revised 2015) TFRIC 7 (revised 2015) TFRIC 10 (revised 2015) TFRIC 12 (revised 2015) TFRIC 13 (revised 2015) TFRIC 14 (revised 2015) TFRIC 15 (revised 2015) TFRIC 17 (revised 2015) TFRIC 18 (revised 2015) TFRIC 20 (revised 2015)

Presentation of financial statements Inventories Statement of cash flows Accounting policies, changes in accounting estimates and errors Events after the reporting period Construction contracts Income taxes Leases Revenue Accounting for government grants and disclosure of government assistance The effects of changes in foreign exchange rates Borrowing costs Accounting and reporting by retirement benefit plans Investments in associates and joint ventures Financial reporting in hyperinflationary economies Earnings per share Interim financial reporting Provisions, contingent liabilities and contingent assets Non-current assets held for sale and discontinued operations Exploration for and evaluation of mineral resources Joint arrangements Government assistance - No specific relation to operating activities Operating leases - Incentives Income taxes - changes in the tax status of an entity or its shareholders Evaluating the substance of transactions involving the legal form of a lease Service concession arrangements: Disclosures Revenue - Barter transactions involving advertising services Intangible assets - Web site costs Changes in existing decommissioning, restoration and similar liabilities Determining whether an arrangement contains a lease Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds Applying the restatement approach under TAS 29 (revised 2015) Financial reporting in hyperinflationary economies Interim financial reporting and impairment Service concession arrangements Customer loyalty programmes TAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction Agreements for the construction of real estate Distributions of non-cash assets to owners Transfers of assets from customers Stripping costs in the production phase of a surface mine

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Accounting Policies (Cont‟d)

2.2

Presentation of financial statements Interim financial reporting

TAS 1 (revised 2016), the amendments provide clarifications on a number of issues, including: - Materiality - an entity should not aggregate or disaggregate information in a manner that obscures useful information. Where items are material, sufficient information must be provided to explain the impact on the financial position or performance. - Disaggregation and subtotals - line items specified in TAS 1 may need to be disaggregated where this is relevant to an understanding of the entity's financial position or performance. There is also new guidance on the use of subtotals. - Notes - confirmation that the notes do not need to be presented in a particular order. - OCI arising from investments accounted for under the equity method - the share of OCI arising from equity-accounted investments is grouped based on whether the items will or will not subsequently be reclassified to profit or loss. Each group should then be presented as a single line item in the statement of other comprehensive income. TAS 34 (revised 2016), the amendments clarify that what is meant by the reference in the standard to „information disclosed elsewhere in the interim financial report‟; entities taking advantage of the relief must provide a crossreference from the interim financial statements to the location of that information and make the information available to users on the same terms and at the same time as the interim financial statements. The Fund‟s management has assessed and considered that the above revised standards will not have a material impact on the Fund.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Accounting Policies (Cont‟d)

2.2

New/Revised Financial Reporting Standards, and related Interpretations (Cont‟d) 2.2.2 Revised Financial Reporting Standards are effective for annual periods beginning on or after 1 January 2017. The Fund has not yet early adopted these revised standards. (Cont‟d) b) Revised financial reporting standards and interpretations with minor changes and do not have impact to the Fund are as follows: TAS 2 (revised 2016) TAS 7 (revised 2016) TAS 8 (revised 2016) TAS 10 (revised 2016) TAS 11 (revised 2016) TAS 12 (revised 2016) TAS 17 (revised 2016) TAS 18 (revised 2016) TAS 20 (revised 2016) TAS 21 (revised 2016) TAS 23 (revised 2016) TAS 24 (revised 2016) TAS 26 (revised 2016) TAS 29 (revised 2016) TAS 33 (revised 2016) TAS 36 (revised 2016) TAS 37 (revised 2016) TAS 40 (revised 2016) TFRS 2 (revised 2016) TFRS 3 (revised 2016) TFRS 4 (revised 2016) TFRS 6 (revised 2016) TFRS 8 (revised 2016) TFRS 13 (revised 2016) TSIC 10 (revised 2016) TSIC 15 (revised 2016) TSIC 25 (revised 2016) TSIC 27 (revised 2016) TSIC 29 (revised 2016) TSIC 31 (revised 2016) TSIC 32 (revised 2016) TFRIC 1 (revised 2016) TFRIC 4 (revised 2016) TFRIC 5 (revised 2016) TFRIC 7 (revised 2016)

Inventories Statement of cash flows Accounting policies, changes in accounting estimates and errors Events after the reporting period Construction contracts Income taxes Leases Revenue Accounting for government grants and disclosure of government assistance The effects of changes in foreign exchange rates Borrowing costs Related party disclosures Accounting and reporting by retirement benefit plans Financial reporting in hyper inflationary economies Earnings per share Impairment of assets Provisions, contingent liabilities and contingent assets Investment property Share-based payment Business combinations Insurance contracts Exploration for and evaluation of mineral resources Operating segments Fair value measurement Government assistance - No specific relation to operating activities Operating leases - Incentives Income taxes - Changes in the tax status of an entity or its shareholders Evaluating the substance of transactions involving in the legal form of a lease Service concession arrangements: Disclosures Revenue - Barter transactions involving advertising services Intangible assets - Web site costs Changes in existing decommissioning, restoration and similar liabilities Determining whether an arrangement contains a lease Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds Applying the restatement approach under TAS 29 (revised 2016) Financial reporting in hyper inflationary economies

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Accounting Policies (Cont‟d)

2.2

TFRIC 15 (revised 2016) TFRIC 17 (revised 2016) TFRIC 18 (revised 2016) TFRIC 20 (revised 2016) TFRIC 21 (revised 2016) TAS 104 (revised 2016) TAS 105 (revised 2016) TAS 107 (revised 2016)

2.3

Interim financial reporting and impairment Service concession arrangements Customer loyalty programmes TAS 19 (revised 2016) - The limit on a defined benefit asset, minimum funding requirements and their interaction Agreements for the construction of real estate Distributions of non-cash assets to owners Transfers of assets from customers Stripping costs in the production phase of a surface mine Levies Accounting for troubled debt restructurings Accounting for investments in debt and equity securities Financial instruments: Disclosure and presentation

Foreign Currency Translation Functional and presentation currency Items included in the financial statements of the Fund are measured using the currency of the primary economic environment in which the Fund operates („the functional currency‟). The financial statements are presented in Thai Baht, which is the Fund‟s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Accounting Policies (Contâ&#x20AC;&#x;d)

2.4

Measurement of Investment Investments are recognised as assets at cost of investment at the date on which the Fund has rights on investments. The cost of investments comprises the purchase prices and all direct expenses which the Fund paid to get such investments. Investments in the Infrastructure Business Investments in the infrastructure business are stated at fair value. The fair value of the investments in infrastructure business are stated at appraisal value of independent professional valuer, approved by Securities and Exchange Commission. The Fund will conduct appraisal of infrastructure business every three year from the date of the appraisal for purchase and lease of the infrastructure business and will conduct a review of appraisal every year from the date of the last appraisal. Unrealised gain or loss from changing in fair value of investment in the infrastructure business will include in the statements of income in that period. Investment in Securities Investments in marketable debt securities which are freely traded on an open market are presented at their fair value, using the latest trading price as of the date of valuation. Investments in cash at banks, bills of exchange and non-transferable promissory notes are presented at fair value, determined by the sum of principal and accrued interest as of the dates on which the investments are measured. Accrued interest portion is separately presented as â&#x20AC;&#x153;Receivables from interestâ&#x20AC;? in the balance sheets. Gains or losses on measurement of investments in cash at banks, bills of exchange and non-transferable promissory notes are recorded as unrealised gains or losses in the statements of income. The weighted average method is used for computation of the cost of investments.

2.5

Derivative financial instruments Interest rate swap agreements protect the Fund from movements in interest rates. Any differential to be paid or received on an interest rate swap agreement is recognised as a component of interest revenue or expense over the period of the agreement. Gains and losses on early termination of interest rate swaps or on repayment of the borrowing are taken to profit or loss. Disclosures about derivative financial instruments to which the Fund is a party are provided in Note 12.

2.6

Cash at Banks Cash at banks represents deposits held at call with banks.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Accounting Policies (Contâ&#x20AC;&#x;d)

2.7

Accounts Receivable from Rental Monthly rental receivables are recognised on rental calculation report which applied the method and the rate stipulated in the master lease agreement.

2.8

Accounting for Long-term Leases Where the Fund is the Lessor Assets leased out under operating leases are included in investment in the infrastructure business in the balance sheet. Rental income is recognised on a straight-line basis over the lease term and according to the contract.

2.9

Borrowings Borrowings are recognised initially at the fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective yield method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the Fund has an unconditional right to defer settlement of the liability for at least 12 months after the end of reporting date.

2.10 Provisions Provisions are recognised when the Fund has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

2.11 Revenues and Expenses Recognition Income from the investment in the asset and revenue sale and transfer agreement and rental income are recognised on an accrual basis, at the amounts stipulated under the agreement. Interest income is recognised on an accrual basis based on the effective interest rate. Gains/losses on sales of investments are recognised as income/expenses on the transaction dates. Expenses are recorded on an accrual basis. 20

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Accounting Policies (Contâ&#x20AC;&#x;d)

2.12 Income Taxes The Fund is exempted from Thailand income taxes, therefore, no provision for income tax has been made in the accompanying financial statements.

2.13 Dividend Policy and Capital Reduction Dividend policy The Fund has a policy to pay dividends to unitholders at least 2 times per year as follows: If the Fund has net profit in each year, the Fund shall pay dividend to unitholders at the rate which not less than 90% of the net profit not including unrealised profit from appraisal or reviewed appraisal of the value of the investment for the said accounting period, and capital reserve for the repair, maintenance and improvement of the infrastructure business or repayment of any loan or commitment, in according to the plan specified in the prospectus or notified in advance by the Management Company to Unitholders. If the Fund has retained earnings, the Fund may pay dividend to unitholders out of the retained earnings, provided that dividend payment shall not increase the Fundâ&#x20AC;&#x;s accumulated loss for the accounting period when dividend is paid. The Fund shall pay dividends to unitholders within 90 days from the day following the date of closure of the register of unitholders for dividend payment, except where there is a necessary cause which prevents the dividend payment during such period, the Management Company shall give a written notification thereof to the unitholders. In considering the payment of dividends, if the value of interim dividends per unit to be paid is less than or equal to Baht 0.10, the Fund reserves the right not to pay dividends at that time and to bring such dividends forward for payment together with the next dividend payment. Capital reduction The Management Company may reduce the Fundâ&#x20AC;&#x;s capital in the followings cases: a) the reduction of capital according to plans which may be determined by the Fund. b) the Fund has excess liquidity after disposal of infrastructure assets and payment of dividend to the Unitholders, provided that no retained earnings remain. c) the Fund incurs non-cash expenses and such expenses need not be included for the calculation of the adjusted net profit of the Fund. d) other cases as resolved by the Unitholders. The capital reduction pursuant to (b) or (c) above must be passed by a resolution from the Unitholders.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Estimates

3.1

Estimates The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future period effected. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in note 4 Investments in the infrastructure business.

Investments in the Infrastructure Business

During December 2013, the Fund entered into agreements for investment in the infrastructure business as follows: a) The Fund entered into the asset sale and transfer agreement with True on 24 December 2013. Under the terms of the agreement, True will deliver, or procure the delivery of, 3,000 towers by 31 December 2014 and the remaining 3,000 towers by 31 December 2015. The Fund paid for the investment in the assets of Baht 16,390.56 million, excluding VAT of Baht 1,147.34 million. The Fund fully received totally 6,000 towers from True within 31 December 2015. The Fund entered into master lease agreement for telecommunications towers and other related passive telecommunications infrastructure for mobile telecommunications services with True Move H Universal Communication Company Limited (â&#x20AC;&#x153;TUCâ&#x20AC;?), a related party, for the operation of mobile telecommunications services for a period of 13 years commencing from 1 January 2015 to 31 December 2027. Under the terms of the agreement, TUC has to make rental payments 1 year in advance for the first batch of 3,000 towers to be delivered by 31 December 2014 and 2 years in advance for the second batch of 3,000 towers to be delivered by 31 December 2015. Therefore, in 2014, the Fund received advance rental for the expected 6,619 placements to be delivered in 2015, and received advance rental for the expected 7,374 placements to be delivered in 2016. The advance payment was charged based on number of placement and varied upon types of the tower. In addition, it also includes revenue from the rental of the telecommunications assets in connection with or pursuant to the agreement, after deducting rental payment under land leases (including property tax). b) The Fund entered into the asset sale and transfer agreement with TU on 24 December 2013. TU has delivered a core fiber optic cable grid and related transmission equipment and an upcountry broadband system to the Fund on the date of the Fund's initial investment. The Fund paid for the investment in the assets of Baht 15,384.01 million, excluding VAT of Baht 1,076 .88 million. Subsequently, the Fund entered into the master lease agreement with TU for the passive telecommunications equipment for a period of 13 years commencing from 24 December 2013 to 31 December 2026 and for the active telecommunications equipment for a period of 5 years commencing from 24 December 2013 to 31 December 2018. 22

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Investments in the Infrastructure Business (Contâ&#x20AC;&#x;d)

c) The Fund entered into the asset and revenue sale and transfer agreement with BFKT on 24 December 2013 to acquire the net revenue to be generated from the rental of certain telecommunications towers and fiber optic cable grid and related transmission equipment of BFKT pursuant to the HSPA agreement dated 27 January 2011 and its amendments entered into between the CAT Telecom Public Company Limited (â&#x20AC;&#x153;CATâ&#x20AC;?) and BFKT, starting from the effectiveness of the asset and revenue sale and transfer agreement (1 December 2013) until the expiration of the HSPA agreement (3 August 2025). The net revenue includes revenue from the rental of the telecommunication assets and claims under or in connection with or pursuant to the agreement, after deducting certain costs and expenses for operation and maintenance, rental payments under land leases (including property tax) insurance premiums and costs associated with securing rights of way. Furthermore, the Fund purchased the BFKT monthly unearned rental revenue of October and November 2013 to the Fund in December 2013 and January 2014, respectively. The Fund paid for the investment in the assets of Baht 15,556.56 million. As stipulated in the agreement, BFKT agreed to fully reimburse the Fund for any special business tax in connection with the asset and revenue sale and transfer agreement. Under the term of the agreement BFKT grants to the Fund the option to purchase certain BFKT telecommunications assets at Baht 10 million exercisable at the expiry date.

d) The Fund entered into the asset and revenue sale and transfer agreement with AWC on 24 December 2013 to acquire the net revenue to be generated from the rental of certain telecommunications towers of AWC pursuant to the lease agreement for the telecommunications tower dated 6 August 2012 and its amendments entered into between the BFKT and AWC, starting from the effectiveness of the asset and revenue sale and transfer agreement (1 December 2013) until the expiration of the agreement (3 August 2025). The net revenue includes revenue from the rental of the telecommunications assets and claims under or in connection with or pursuant to the agreement, after deducting certain costs and expenses for operation and maintenance, rental payments under land leases (including property tax) and insurance premiums. The Fund paid for the investment in the assets of Baht 10,748.87 million. As stipulated in the agreement, AWC agreed to fully reimburse the Fund for any special business tax in connection with the asset and revenue sale and transfer agreement. Under the term of the agreement AWC will transfer the telecommunications tower to the Fund at the expiry date.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Investments in the Infrastructure Business (Contâ&#x20AC;&#x;d)

On 27 February 2015, the Unitholders Meeting No. 1/2015 passed a resolution to approve to invest in the additional in telecommunications infrastructures assets using proceeds from borrowing from financial institutions (Note 8). On 5 March 2015, the Fund entered into agreements for additional investment in telecommunications infrastructures assets as follows: a) The Fund entered into the asset and revenue sale and transfer agreement with AWC to acquire the net revenue to be generated from the rental of certain telecommunications towers of AWC pursuant to the lease agreement for the telecommunications tower dated 6 August 2012 and its amendments entered into between the BFKT and AWC, starting from the effectiveness of the asset and revenue sale and transfer agreement (5 March 2015) until the expiration of the agreement (3 August 2025). The net revenue includes revenue from the rental of the telecommunications assets and claims under or in connection with or pursuant to the agreement, after deducting certain costs and expenses for operation and maintenance, rental payments under land leases (including property tax) and insurance premiums. The Fund paid for the investment in the assets of Baht 806.90 million. As stipulated in the agreement, AWC agreed to fully reimburse the Fund for any special business tax in connection with the asset and revenue sale and transfer agreement. Under the term of the agreement, AWC will transfer the telecommunications towers to the Fund at the expiry date.

b) The Fund enters into a Long-Term Lease Agreement with call option with AWC for leasing 7,981 kilometers of the fiber optic cable. The lease term is 20 years starting from the effectiveness of the Long-Term Lease Agreement (5 March 2015) until the expiration of the agreement (4 March 2035). The Fund made a prepayment for rental of the assets amounting to Baht 12,293.10 million, excluding VAT of Baht 860.52 million. After the Fund receives a refund of the corresponding VAT from the Revenue Department, the Fund will make payment of VAT to AWC as specified in the Long-Term Lease Agreement. In addition, the Fund also subjects to withholding tax amounting to Baht 614.66 million on the prepayment of rental in April 2015. In third quarter of 2015, the Fund had received a full refund from the Revenue Department and had made a full payment to AWC. Subsequently, the Fund entered into a Sub-Lease Agreement for subleasing the assets to TU commencing 5 March 2015 to 7 December 2026. In addition to the agreement above, the Fund had reimbursed AWC for the acquisition fee of Baht 196.50 million in connection with the additional investment in telecommunications infrastructures assets transaction.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Investments in the Infrastructure Business (Contâ&#x20AC;&#x;d)

The movement of the investment in the infrastructure business is summarised below: 2016 Baht

2015 Baht

Investment in the infrastructure business at fair value at beginning of the year Add Investment in the infrastructure business Add Unrealised gain on investment

84,651,000,000 71,551,000,000 - 13,100,000,000 13,484,870,000 -

Investment in the infrastructure business at fair value at end of the year

98,135,870,000 84,651,000,000

Investments in Securities at Fair Value 2016 Baht Investment in securities at fair value at beginning of the year Additions Disposals Realised gain on investment Unrealised (loss) gain on investment

971,021,507 1,220,945,536 4,670,000,000 3,350,000,000 (4,560,000,000) (3,610,000,000) 11,733,477 5,149,364 (2,393,843) 4,926,607 1,090,361,141

Investment in securities at fair value at end of the year

2015 Baht

971,021,507

Cash at Banks Principal 2016 Baht

2015 Baht

Cash at Banks The Siam Commercial Bank Public Company Limited Saving account

3,762

3,947

0.375

The Hongkong and Shanghai Banking Corporation Limited Current account

9,189,058

7,808,611

Bangkok Bank Public Company Limited Current account Saving account

20,000 10,311

20,000 10,023

0.375

847,664,397

846,861,223

0.37 - 0.62

856,887,528

854,703,804

KASIKORNBANK Public Company Limited Saving account Total

Interest Rate per annum 2016 2015 % %

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Account Receivable from the Asset and Revenue Sale and Transfer Agreement The outstanding balance as at 31 December 2016 of account receivable from the asset and revenue sale and transfer agreement is not yet due.

Long-term borrowings 2016 Baht

2015 Baht

Current Non-current

12,975,198,851 12,935,855,853

Total borrowings

12,975,198,851 12,935,855,853

The movement in long-term borrowings can be analysed as follows: Baht At 1 January 2016 Amortisation of debt issuance costs

12,935,855,853 39,342,998

At 31 December 2016

12,975,198,851

On 5 March 2015, the Fund entered into a borrowing agreement with the Group of Financial Institutions. The borrowing is denominated in Thai Baht with total facility of Baht 13,100.00 million which was used to invest in the Additional Telecommunications Infrastructure Assets (Note 4). The borrowing carries interest at THBFIX plus 3% and fixed rate of 5.5%. The interest will be repayable on a semi-annual basis and the borrowings will be full repayable on the final maturity date. The final maturity date will be 5 years after the first utilisation date. On the same day, the Fund drawdown Baht 13,100.00 million from the available line of credit. Under terms and conditions of the borrowing agreement, the Fund must comply with certain condition including maintaining financial ratio. 9

Unitholdersâ&#x20AC;&#x2122; Equity Par Value Baht

Number

Baht

5,808,000,000

58,080,000,000

Capital received from unitholders At 31 December 2015

5,808,000,000

58,080,000,000

At 31 December 2016

5,808,000,000

58,080,000,000

2016 Baht

2015 Baht

Retained earnings at beginning of the year Add Net increase in net assets from operations Less Distribution to unitholders (Note 10)

13,498,710,091 18,867,070,650 (5,537,836,083)

14,033,243,597 4,857,940,268 (5,392,473,774)

Retained earnings at end of the year

26,827,944,658

13,498,710,091

Authorised units

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Distribution to Unitholders

At the Investment Committee Meeting No. 1/2016 of the Fund held on 26 January 2016, the committee approved the appropriation of dividends of Baht 0.2375 per unit, amounting to Baht 1,379.40 million. The dividends were paid to unitholders in February 2016. At the Investment Committee Meeting No. 2/2016 of the fund held on 26 April 2016, the committee approved the appropriation of dividends of Baht 0.2380 per unit, amounting to Baht 1,382.30 million. The dividends were paid to unitholders in May 2016. At the Investment Committee Meeting No. 3/2016 of the Fund held on 26 July 2016, the committee approved the appropriation of dividends of Baht 0.2390 per unit, amounting to Baht 1,388.03 million. The dividends were paid to unitholders in August 2016. At the Investment Committee Meeting No.4/2016 of the Fund held on 28 October 2016, the committee approved the appropriation of dividend of Baht 0.2390 per unit, amounting to Baht 1,388.11 million. The dividends were paid to unitholders in November 2016.

Expenses

Management fee The Management fee is payable to the Management Company, and is calculated based upon a progressive annual of 0.11% of the portion of adjusted net asset value of the Fund below Baht 30.0 billion, of 0.075% of the portion of adjusted net asset value of the Fund between Baht 30.0 billion to Baht 50.0 billion, and of 0.050% of the portion of the adjusted net asset value of the Fund over Baht 50.0 billion. Such rates are before VAT. (The adjusted net asset value is the total assets minus non-interest bearing liabilities). Mutual Fund Supervisor fee The Mutual Fund Supervisor fee is payable to the Mutual Fund Supervisor, and is calculated based on a progressive annual rate of 0.02% of the portion of net asset value of the Fund of up to Baht 50.0 billion and 0.018% of the portion of the net asset value of the Fund over Baht 50.0 billion. Such rates are before VAT. Registrar fee The Registrar fee is payable to the Fundâ&#x20AC;&#x;s registrar, and is calculated based on an annual fee of 0.023% of the registered capital of the Fund, subject to a minimum fee of Baht 3.2 million and a maximum of Baht 5.0 million. Such rates are before VAT.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Expenses (Cont‟d)

Telecom asset manager fee The Fund appointed the Telecom Asset Manager to provide certain administrative and marketing services for the relevant telecommunications infrastructure assets owned by the Fund. Subject to the terms and conditions of the master services agreement, charges for the services are as per below. 1

Charges for the Administrative Services consist of: 1.1

an annual fixed charge of Baht 3 million for the year 2013 and Baht 18.3 million for year 2014, subject to annual escalation at the rate equal to the Consumer Price Index (CPI) announced by the Ministry of Commerce of Thailand for the previous year, subject to a maximum of 3.5% commencing in year 2015; and

1.2

a monthly charge equal to 0.15% of the Fund‟s monthly net revenue (after deducting costs associating with rights of way, insurance, and rental payments under land leases) generated from the Managed Assets;

Charges for the Marketing Services consist of: 2.1

a monthly charge equal to 2% of the Fund‟s monthly revenue received from any tenant(s) leasing the Marketing Assets in addition to those leased or committed to lease by the founder tenants on the date of the relevant master lease, operation and management agreements with an additional annual charge equal to 3% on any amount in excess of the annual budgeted revenue for the Marketing Assets for such year;

2.2

a charge of Baht 20 million payable on each 1 January 2015 and 1 January 2016, with respect to the new Marketing Assets that are the New Tower Assets allocated to be marketed by the Telecom Asset Manager commencing in year 2015 and 2016, respectively, provided that in the event that more than 20% of the New Tower Assets cannot be delivered within the relevant scheduled delivery date (31 December 2014 and 31 December 2015), the charge payable by the Fund will be adjusted proportionately based on the undelivered New Tower Assets.

An additional charge payable upon (i) a renewal of any lease agreement by a third party tenant in relation to the Marketing Assets, or (ii) the additional Marketing Assets allocated to be marketed by the Telecom Asset Manager, each at the rate to be agreed between the Fund and the Telecom Asset Manager. If, in any year, the Fund‟s annual revenue from the Marketing Assets exceeds an amount equal to 110% of the annual long term projected revenue for the Marketing Assets for any relevant year, the Telecom Asset Manager shall be entitled to additional compensation in an amount equal to 10% of the amount in excess of such 110% threshold which is the amount stipulated in the master services agreement.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Financial Instruments The Fundâ&#x20AC;&#x;s activities expose it to a variety of financial risks: interest rate risk, credit risk and fair value as follows; Interest rate risk Interest rate risk is the risk associated with the effects of fluctuations in the prevailing levels of market interest rates. The financial asset and liability that potentially causes the Fund to subject to the interest rate risk are interest rate of deposits and interest rate of borrowing from financial institutions. During the year 2015, the Fund had entered into an interest swap contracts with notional principal amount Baht 11,325.00 million and the fixed interest rate was 5.45% and the floating rates are THBFIX plus 3%. The fair values of interest swap contracts instruments at the balance sheet date were:

Interest swap contracts with negative fair values

2016 Million Baht

2015 Million Baht

(197.68)

(200.47)

Credit risk Credit risk is the risk that counterparties might not discharge their obligation causing the Fund to incur a financial loss. Credit risk arises from risk in the collectability of rental income from counterparties. Fair value The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an armâ&#x20AC;&#x;s length transaction. In determining the fair value of its financial assets and liabilities, the Fund takes into account its current circumstances and the costs that would be incurred to exchange. The carrying amounts of the Fundâ&#x20AC;&#x;s financial assets and liabilities as at 31 December 2016 and 2015 as presented in the financial statements approximate to their fair values.

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Related Party Transactions Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Fund, including holding companies, subsidiaries and fellow subsidiaries are related parties of the Fund. Associates and individuals owning, directly or indirectly, an interest in the voting power of the Fund that gives them significant influence over the enterprise, key management personnel, including directors, officers of the Fund and close members of the family of these individuals and companies associated with these individuals also constitute related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. Relationships with related parties were as follows: Name of Entities

Country of Incorporation/Nationality

Nature of Relationships

True Corporation Public Company Limited

Thailand

- The major unitholder, holding 28.11% of total outstanding units (2015: 28.11%) - The seller of the infrastructure assets - The major shareholder of Telecom Asset Manager, holding more than 5.00% of total issued and paid-up shares - The major shareholder of the seller of the right to the net revenues, holding more than 5.00% of total issued and paid-up share - The major shareholder of the seller of the infrastructure assets, holding more than 5.00% of total issued and paid-up shares - The major shareholder of the lessee of the infrastructure assets, holding more than 5.00% of total issued and paid-up shares

BFKT (Thailand) Limited

Thailand

- The seller of the right to the net revenue

Asia Wireless Communication Company Limited

Thailand

- The seller of the right to the net revenue - The lessor of the infrastructure assets

True Universal Convergence Company Limited

Thailand

- The seller of the infrastructure assets - The lessee of the infrastructure assets - The sub-lessee of the infrastructure assets

True Move H Universal Communication Company Limited

Thailand

- The lessee of the infrastructure assets

Telecom Asset Management Company Limited

Thailand

- The Fund‟s telecom asset manager

KASIKORNBANK Public Company Limited

Thailand

- The Fund‟s mutual fund supervisor

SCB Asset Management Company Limited

Thailand

- The Fund‟s management company

The Siam Commercial Bank Public Company Limited

Thailand

- The shareholder of management company which held 99.99% in management company - The major unitholder, holding 4.25% of total outstanding units (2015: 8.16%) - The Fund‟s lender - Depository service and derivative

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Related Party Transactions (Contâ&#x20AC;&#x;d)

The following significant transactions were carried out with related parties: 2016 Baht a)

Pricing Policy

Revenue from the investment BFKT (Thailand) Limited Income from the investment in the asset and revenue sales and transfer agreement

1,890,473,760 1,895,338,620

Contractually agreed

Asia Wireless Communication Company Limited Income from the investment in the asset and revenue sales and transfer agreement Other income

1,221,555,168 1,216,320,900 196,500,000

Contractually agreed As incurred

True Universal Convergence Company Limited Rental income

2,082,240,400 1,946,314,667

Contractually agreed

True Move H Universal Communication Company Limited Rental income

1,071,427,738

617,037,874

Contractually agreed

3,331,783

4,095,163

528,562

70,828,498

64,403,053

As detailed in Note 11

171,389,767

135,421,110

Contractually agreed

2,425,707

84,522,839

Contractually agreed

KASIKORNBANK Public Company Limited Mutual fund supervisor fee Site visit expense

15,886,004 -

13,955,186 80,000

As detailed in Note 11 Contractually agreed

Telecom Asset Management Company Limited Telecom asset manager fee

50,351,539

47,420,259

As detailed in Note 11

KASIKORNBANK Public Company Limited Interest income

The Siam Commercial Bank Public Company Limited Interest income b)

2015 Baht

0.37% - 0.62% per annum (2015: 0.37% - 0.62% per annum)

0.375% - 1.3% per annum (2015: 0.375% per annum)

Purchase of service SCB Asset Management Company Limited Management fee The Siam Commercial Bank Public Company Limited Finance cost Net unrealised loss from interest rate swap

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Related Party Transactions (Cont‟d) The following significant transactions were carried out with relate parties: (Cont‟d)

2016 Baht

2015 Baht

97,061,868

94,024,726

As incurred

1,199,330

As incurred

BFKT (Thailand) Limited Account receivable from the asset and revenue sales and transfer agreement Reimbursement of the business tax

315,078,960 2,002,486

315,889,770 2,264,880

Asia Wireless Communication Company Limited Reimbursement of the business tax

1,591,374

1,754,066

274,000,000

137,000,000

Contractually agreed

55,097,422 1,400,000 1,400,000 37,859,880 2,108,484 1,826,239,460 1,699,247,623

Contractually agreed As incurred Contractually agreed Contractually agreed

Purchase of service (Cont‟d) True Universal Convergence Company Limited Right of way costs True Move H Universal Communication Company Limited Tower retrofit cost

Pricing Policy

Outstanding balance with related parties

True Universal Convergence Company Limited Account payable True Move H Universal Communication Company Limited Account receivable from rental Account receivable - advance payment Account payable Unearned rental income KASIKORNBANK Public Company Limited Cash at bank Account receivable from interest

Accrued mutual fund supervisor fee

847,664,397 165,988

846,861,223 144,969

1,475,863

1,261,857

Contractually agreed As incurred

As incurred

0.37% - 0.62% per annum (2015: 0.37% - 0.62% per annum) As detailed in Note 11

Digital Telecommunications Infrastructure Fund Notes to the Financial Statements For the year ended 31 December 2016

Related Party Transactions (Cont‟d) The following significant transactions were carried out with relate parties: (Cont‟d)

2015 Baht

6,520,289

5,930,673

Pricing Policy

Outstanding balance with related parties (Cont‟d) SCB Asset Management Company Limited Accrued management fee The Siam Commercial Bank Public Company Limited Cash at bank Interest rate swap payable Accrued expense - finance cost Long term borrowing Telecom Asset Management Company Limited Accrued telecom asset manager fee

2016 Baht

3,762 3,947 86,948,546 84,522,839 43,939,238 46,403,153 2,971,419,584 2,962,409,737

2,965,092

2,483,696

As detailed in Note 11

Contractually agreed Contractually agreed Contractually agreed

As detailed in Note 11

Events after the Accounting Reporting Period

At the Investment Committee Meeting No. 1/2017 held on 23 January 2017, the committee approved the appropriation of dividends of Baht 0.2400 per unit, amounting to Baht 1,394 million. The dividends will be payable to unitholders in February 2017.