Form 56 1 2014 by ar.advanc

Form 56-1

Annual Registration Statements 2014

Advanced Info Service Public Company Limited

Contents Page No. Part 1

Part 2

Part 3

Business 1. Business overview 2. Nature of business 3. Risk factors 4. Assets used in operations 5. Legal disputes 6. General information and other related information

1 8 16 20 25 32

Management and corporate governance 7. Securities information 8. Management structure 9. Corporate governance 10. Sustainable development 11. Risk management, internal control, and internal audit 12. Related transactions

1 3 21 29 30 36

Financial position and operating performance 13. Financial highlights 14. Management discussion and analysis

1 7

Certification of correctness of information

Attachments Attachment 1:

Information of directors, management, controlling person, company secretary, head of internal audit and head of compliance

Attachment 2:

(1) Information of directors and managements of major shareholder, ADVANC, subsidiaries, and related companies (2) Information of directors of ADVANCâ&#x20AC;&#x2122; subsidiaries

Attachment 3:

(1) Opinion of Audit Committee regarding the connected transactions (2) Audit Committee Report (3) Board of Directorsâ&#x20AC;&#x2122; responsibility for financial statements

Annual Registration Statement

2014

1. Business overview Advanced Info Services Plc. (AIS) is the leading mobile operator in Thailand. Our core businesses include domestic mobile services, international direct dialling (IDD) services, and international roaming services. In 2014, we registered more than 44 million subscribers and generated 52% of market share by revenue. In the following year, we will provide fixed-broadband to deliver convergence service to customers as their behaviour is moving forward to digital life. AIS currently operates mobile service on both 2G and 3G technologies. The 2G service is operated on the 900MHz and 1800MHz frequency under the Built-Transfer-Operate contracts with TOT and CAT, expiring in 2015 and 2013,* respectively. The commercial launch of 3G services on the 2.1GHz spectrum started in May 2013 under a 15-year license issued by the National Broadcasting and Telecommunications Commission (NBTC). Today the 3G service is available nationwide, covering 97% of population, and we are continuing on building 3G capacity to support the increasing demand of data usage. Our sustainable business strategy focuses on transforming from “Telecom service provider” to “Digital life service provider” to suit the lifestyle of people in digital era. There are three elements that we are focusing on. First, we continue to expand and develop 3G&4G mobile network to prepare for the growing demand of mobile data. Second, we will provide fixed-broadband service, as behaviour of customers are shifting toward “always connected” whether they are in or out of their premises. Last, AIS will find and develop new digital contents under partnership model such as games, financial transactions and M2M.

Remark: * 1800MHz BTO contract expired in 2013 and the NBTC issued a temporary measure to enforce service continuation until July 2015

Part 1 | Page 1

Annual Registration Statement

2014

1.1 Vision and Mission Vision To lead and shape the multi-media communications market in Thailand and aspire to become the mostadmired Digital Life Service Provider. Mission 

We commit to deliver superior and innovative services that can add value and enhance peoples’ daily lives.



We commit to enhance customer intimacy through the best customer experience.



We commit to drive intrapreneurship along with a professional and lively work culture for all our employees.



We commit to enhance value for our stakeholders through sustainable development and creating value to society through creating shared value (CSV).

Part 1 | Page 2

Annual Registration Statement

2014

1.2 Key milestone in 2014 January  AIS 3G 2100, in collaboration with Myanmar Posts and Telecommunication, launched the very first data roaming service in Myanmar.  AIS together with 11 leading Asia Pacific mobile operators from Bridge Alliance established the region’s largest Machine-to-Machine (M2M) alliance to offer a “One Stop shop” experience for M2M deployment across the Asia Pacific region. February  AIS 3G post-paid unveiled MULTISIZE SIM, the special sim (SIM) for every smart device. March  AIS launched “AIS mPAY Rabbit Shop” in 5 BTS stations to comfort its customers to change their own SIM to AIS mPay Rabbit SIM or to buy smart devices that support AIS mPay rabbit. mPay rabbit shops currently are locate at Victory Monument, Siam, Chong Nonsi, Phayathai, and Saladaeng staions.  AIS kicked off the campaign “AIS Let’s Goal Brazil 2014” for customers with a data package starting from 199 baht, to view all 64 World Cup matches on mobile phone any time and place. April  AIS, SingTel Group, and Samsung announced partnership programs in retail collaboration i.e. the direct carrier billing to allow its post-paid and pre-paid customers to buy mobile devices with AIS / SingTel service packages from Samsung stores. The purchase amount will simply be charged to their mobile phone airtime bills or deducted from their prepaid account. Also, customers will be able to access selected services directly on the phone without having to download the apps. May  AIS announced its success in 3G 2100 network expansion reaching nationwide coverage within 1 year, wider than existing 2G network and faster than the target required by the National Broadcasting and Telecommunication Commission (NBTC). June  AIS in collaboration with SingTel Group debuted “AIS Future Cube” at Central World. Customers can experience the 3D virtual communication which virtualizes the place in conversation just like they are in the same place.  AIS and Executive Cinema Corporation Co.,ltd jointly debuted the “Embassy Diplomat Screen” movie theater, a 6-star movie premium theater in Thailand. AIS customer and partners will get a privilege and discount.  AIS 3G 2100 offered an exclusive FIFA world cup for its customers, whose data package starting from 199 baht, to enjoy watching all football matches by “AIS ON AIR” application on mobile phone in perfect HD resolution.  The Board of Directors appointed Mr. Somchai Lertsutiwong as Chief Executive Officer in replacement of Mr. Wichian Mektrakarn who took the early retirement.  The Board of Directors appointed Mr. Somchai Lertsutiwong as director, member of Executive Committee, and member of Sustainable Development Committee in replacement of Mr. Wichian Mektrakarn who took early retirement. July  AIS launched “Serenade Emerald” to expand service quality experiences and special privileges from more than 10,000 shops throughout the country to customers or 3 highest customer groups who have total expense of more than 900 baht.

Part 1 | Page 3

Annual Registration Statement

2014

August  AIS together with CIMB Thai Bank Public Company Limited (CIMB) announced the collaboration to develop a new banking solution on mobile phone called “Beat Banking” where the customers can receive 0.5% higher-than-normal interest rate for their savings or pay bill, transfer, and withdraw money 24 hours.  AIS and Microsoft have signed a partnership agreement to provide a public cloud platform for corporate and SME customers with affordable prices and world-class IT infrastructure management and security by Microsoft. September  AIS, in collaboration with Moxtra, debuted “Mobile Collaboration Tools by Moxtra”, a mobile-centric social collection and collaboration application that allows corporate and SME customers to manage, present, and share personal and professional files publicly or within the selected group. November  AIS launched “YOU! mobile”, a new concept of online mobile services that gives customers freedom to design their own package and later swap between the data and voice services.  AIS opened up the fifth call center operations office at the Nongkhai province for the disability. AIS aims to create jobs for disabled persons continuously.  AIS and Assumption University (ABAC) established a joint project called “Digital Life by AIS@ABAC” and “ABAC connect” application as a new communication channel for ABAC students. AIS also provided free wifi for all campus with 100% capacity.  AIS debuted “Roam Fair”, an automatically refund roaming system for both pre-paid and post-paid customers who do not use their subscribed package.  AIS and Ookbee expanded e-book market to the next level by proposing the first audio book in Thailand. December  AIS launched “Unlimited Data Roaming” package for traveler, covering 80 countries worldwide. And, AIS No Worry Data Roaming Service also provided guarantee to customer not to worry about bill shock.

Part 1 | Page 4

Annual Registration Statement

2014

1.3 Investment Structure Investment Structure of Intouch Group as of 31 December 2014

Intouch Holdings Plc 1), 2) Advanced Info Service Plc 2)

Thaicom Plc 2)

40.45%

Advanced Wireless Network Co., Ltd. 99.99%

Wireless Device Supply Co., Ltd. 99.99%

Advanced Contact Center Co., Ltd. 99.99%

Advanced MPAY Co., Ltd. 99.99%

Advanced Magic Card Co., Ltd. 99.99%

AIN GlobalComm Co., Ltd. 99.99%

Super Broadband Network Co., Ltd.

41.14%

IPSTAR Co., Ltd. IPSTAR New Zealand Ltd.

CS LoxInfo Plc 2)(

49.00%

IPSTAR Australia Pty Ltd.

) 99.99%

42.07%

Intouch Media Co., Ltd. 99.99%

Touch TV Co., Ltd. 99.99%

100%

99.99%

AD Venture Plc

Joint Venture Kantana and Intouch 99.99%

50.00%

Cambodian DTV Network Ltd.

100%

IPSATR Japan Co., Ltd.

99.99%

22.26%

Computerlogy Co., Ltd.

Teleinfo Media Plc

IPSTAR International Pte. Ltd.

99.99%

99.96%

I.T. Applications and Services Co., Ltd.

Ookbee Co., Ltd.

25.01%

100%

Orion Satellite Systems Pty Ltd.

IPSTAR Global Services Co., Ltd.

Matchbox Co., Ltd.5)

24.00%

99.99%

51.00%

Lao Telecommunications Co., Ltd. 100%

Meditech Solution Co., Ltd.

DTV Service Co., Ltd.

Shenington Investments Pte Ltd. 1) 100%

99.99%

MIMO Tech Co., Ltd.

Internet and media services

Telephone services abroad

Satellite services

100%

Fax Lite Co., Ltd.

ITV Plc 4) 52.92%

100% 99.98%

Advanced Internet Revolution Co., Ltd. 3) 99.99%

Advanced Broadband Network Co., Ltd. 99.98%

Information Highway Co., Ltd. 29.00%

Artware Media Co., Ltd.

Star Nucleus Co., Ltd.

99.99%

100%

Spacecode LLC 70.00%

TC Broadcasting Co., Ltd. 99.99%

International Satellite Co., Ltd. 100%

Digital Phone Co., Ltd. 98.55%

Advanced Datanetwork Communications Co., Ltd.

51.00%

Clearing House for Number Portability Co., Ltd.

20.00%

Bridge Mobile Pte. Ltd. 10.00%

Local Wireless Telecommunications

Satellite and International Businesses

Other Businesses Venture Capital

Others

1) Holding Company 2) Listed Company on the Stock Exchange of Thailand 3) On process of liquidation 4) The Board of Governors of the Stock Exchange of Thailand has resolved to delist ITV’s common stocks, effective 24 July 2014 onwards. ITV is involved in a legal dispute with the Prime Minister’s Office, which is currently under arbitration. 5) MB is planning to cease its operations as it has been posting continuous losses.

Part 1 | Page 5

Annual Registration Statement

2014

Investment Structure of Advanced Info Service Plc. as of 19 January 2015 Advanced Info Service Plc. 4,997.46 million Baht Registered Capital and 2,973.10 million Baht Paid-up Capital Advanced Contact Center Co., Ltd. 99.99% Call center service

Advanced MPAY Co., Ltd. 99.99% Service provider of payment business via mobile phone

272 million Baht paid-up capital 300 million Baht paid-up capital

Digital Phone Co., Ltd. 98.55% Service provider of digital mobile phone network in GSM 1800MHz frequency

3655.47 million Baht paid-up capital

Advanced Datanetwork Communications Co., Ltd. 51.00% 1) Service provider of online data communication service via telephone landlines and optical fiber

Advanced Magic Card Co., Ltd. 99.99% Distributor of cash card business

250 million Baht paid-up capital

AIN GlobalComm Co., Ltd. 99.99% International telephone service gateway

Wireless Device Supply Co., Ltd. 99.99%

Super Broadband Network Co., Ltd. 99.99%

Service provider of internet

50 million Baht paid-up capital

MIMO Tech Co., Ltd. 99.99% Operate IT, and content aggregator businesses

50 million Baht paid-up capital

240 million Baht paid-up capital

Fax Lite Co., Ltd. 99.98%

Information Highway Co.,Ltd. 29.00% 5)

50 million Baht registered capital 12.5 million Baht paid-up capital 15 million Baht paid-up capital6)

Jointly invested, Operate the Operate in acquiring and/or lease building, and related facilities related information system and the centralized database for the mobile portability to telecommunication business service

1 million Baht paid-up capital

2 million Baht paid-up capital

1) The remaining 49% of shares, holding by person who has not conflict of interest. 2) The dissolution of Advanced Internet Revolution Co.,Ltd. (AIR) as approved by the Board of Director Meeting no.7/2014 dated 4 August 2014 is now under liquidation process. 3) The dissolution of Mobile Broadband Business Co.,Ltd. (MBB) and Advanced Mobile Broadband Co.,Ltd. (AMB) is now finished. 4) Bridge Mobile Pte. Ltd. (BMB) has reduced its registered and paid-up share to 9 million share and 9 million baht respectively (source: Accounting and Corporate Regulatory Authority (ARCA)). In this regards, such reduction was not change the percentage of investment of the Company. 5) On 16 September 2014, Super Broadband Network Co.,Ltd. has transferred its 29% stake in Information Highway Co.,Ltd.to Advanced Broadband Network Co.,Ltd. 6) Registered its share capital addition from 1 million baht to 15 million baht on 19 January 2015

Part 1 | Page 6

Currently not start the operation

Clearing House for Number Portability Co., Ltd. 20.00%

957.52 million Baht paid-up capital 1,350 million Baht paid-up capital

Advanced Broadband Network Co., Ltd. 99.98%

Transmission network provider

300 million Baht paid-up capital 200 million Baht registered capital and 100 million Baht paid-up capital

Advanced Wireless Network Co., Ltd. 99.99% Network operator, telecom service operator and computer system provider. Currently, AWN received an Internet License Type I, Telecommunication Business License Type III, and 2.1GHz License from the NBTC

Importer and distributor of handset and accessories

Network operator for international service and international telecom service operator i.e. international & national internet gateway etc.

Advanced Internet Revolution Co., Ltd. 2) 99.99%

Bridge Mobile Pte. Ltd. 10.00% Jointly invested, provide international roaming service (incorporated in Singapore)

9 million USD paid-up capital 4)

Annual Registration Statement

2014

1.4 Awards and recognition in 2014 Corporate reputation awards ₋ “Superbrands 2014” from Superbrands for being quality brand which has been accepted and trusted among Thai consumer. AIS is the only telecom company in Thailand to receive this awards of honor ₋ “Thailand’s Top Corporate Brand Value 2014” for telecom sector from Faculty of Commerce and Accountancy of Chulalongkorn University ₋ “The Most Powerful Brands of Thailand 2014” for mobile network industry from Faculty of Commerce and Accountancy of Chulalongkorn University Management and performance awards ₋ “Telecom Service Provider of the Year” and “Mobile Service Provider of the Year” in 2014 from Frost and Sullivan, the global leader in market research analysts and economic and investment consultant ₋ “Thailand’s ICT Excellence Awards” for high reliability in IT & telecom application development projects for its Supernova and Equinox Intelligent Platform from the Thailand Management Association (TMA) ₋ “Best Investor Relations Awards” from SET Awards 2014 and “SET Awards of Honor” for the excellent performance in Investor relations for 3 consecutive years ₋ “Best Public Companies 2014” for five consecutive years from Money and Banking magazine ₋ "The Most Innovative Implementation of Automatic Service in IVR 2014", at the AVAYA User Conference, USA (awarded May 2014), and “Best Customer Experience Management of the Year 2013", at the Asia Pacific Customer Service Consortium (APCSC), Hong Kong.

Part 1 | Page 7

Annual Registration Statement

2014

2. Nature of business 2.1 Revenue structure from providing service & sales income in AIS group to the third party within 3 years Service/Product

Operation By

% Holding of shares as at 31 Dec 14

2012 Million Baht

2013 % Size

Million Baht

2014 % Size

Million Baht

% Size

Mobile phone service - Mobile phone services & rental and call center services

- Construction income from the Agreements for operation

Sub-total Mobile phone sales

Advanced Info Services Plc.

122,971.08

81.02

99,504.58

66.08

26,708.27

17.88

Advanced Wireless Network Co., Ltd.

99.99

23,216.54

15.42

94,478.94

63.27

Digital Phone Co., Ltd.

98.55

702.85

0.46

441.47

0.29

27.19

0.02

AIN Globalcomm Co., Ltd.

99.99

3,393.72

2.24

3,455.66

2.30

2,873.93

1.92

Advanced Mpay Co., Ltd.

99.99

170.25

0.11

309.55

0.21

368.75

0.25

Advanced Contact Center Co., Ltd.

99.99

4.97

4.94

3.90

5,584.22

3.68

3,639.60

2.42

600.26

0.40

Advanced Info Services Plc. Digital Phone Co., Ltd.

98.55

543.12

0.36

126.84

0.08

Advanced Datanetwork Communication Co., Ltd.*

51.00

9.76

0.01

133,379.97 519.18

87.88 0.34

130,699.18 516.32

86.80 0.34

125,061.24 8.38

83.74 0.01

Advanced Info Services Plc. Advanced Wireless Network Co., Ltd.

99.99

3,484.89

2.31

15,877.15

10.63

Wireless Device Supply Co., Ltd.

99.99

17,241.80

11.36

15,113.31

10.04

7,528.74

5.04

17,760.98

11.70

19,114.52

12.69

23,414.27

15.68

Sub-total

Part 1 | Page 8

Annual Registration Statement

Service/Product Data network and broadband service

Operation By Advanced Datanetwork Communication Co., Ltd.*

% Holding of shares as at 31 Dec. 14 51.00

2012 Million Baht

2013 % Size

Million Baht

2014

2014 % Size

Million Baht

% Size

260.96

0.17

155.43

0.10

24.40

0.02

Super Broadband Network Co., Ltd.

99.99

308.28

0.20

416.31

0.28

786.18

0.53

Advanced Internet Revolution Co., Ltd.

99.99

75.24

0.05

192.38

0.13

42.96

0.03

644.48 151,785.43

0.42 100.00

764.12 150,577.82

0.51 100.00

853.54 149,329.05

0.58 100.00

Sub-total Grand Total Remarks:*Advanced Datanetwork Communication Co., Ltd is an indirect subsidiary.

Part 1 | Page 9

Annual Registration Statement

2014

2.2 Products and Services In 2014, AIS fully operates on 3G network nationwide, with 21,300 base stations in all provinces covering more than 97% of Thailand population. We currently serve 44 million subscribers, of which 89% are prepaid subscribers. In the past year, we have seen the increasing demand for mobile data in every segment of customers. Hence, we continue to develop our products and services to suit the different needs and behavior of various segments. The main products and services are summarized below. 1.

AIS Super Combo

To encourage the use of mobile data on quality smartphones with reasonable price in mid-tier segment, we introduced the co-branded 3G mobile phone concept named ‘AIS Super Combo’. This is done through the co-operation with exclusive mobile phone manufacturer and bundle the package with the phone for prepaid and postpaid. 2.

Bundling Package

AIS offers attractive devices bundling with package including voice and data to capture growing demand of smartphone in various segments from mid-end to high-end. We offer campaigns such as “AIS Super Deal” to offer 3G smartphone at special price from a wide range of world leading brands, such as Apple, Samsung, and Nokia bundling with choice of packages. 3.

Segmented Sim

We offer differentiation of SIM, packages and services to a wide range of customer groups such as students, foreign workers or tourists. “AIS S-Cool SIM” launches for school students, while “AIS U-SIM” targets university students. “AIS Mengalaba” launches for Myanmar users, “AIS Suasaduei” tailors for Cambodian customers and “AIS Traveler SIM” targets tourists. AIS customizes SIM cards, packages and services for each segment to cover as much of our customer segment and usage experiences as possible. We also customize the new Myanmar IVR service for Myanmar SIM is an example. Furthermore, we offer a new innovation product called ‘YOU! Mobile’ which is designed for customers who prefer customization of design their own package and hence are able to swop the unused voice and data without extra charges. 4.

Social SIM

AIS captures the potential growth revenue from the increasing popularity of social media by designing various packages to match each type of usage. The packages include “Unlimited Social SIM” for social application users, “Smartphone SIM” for data users on smartphone, “Facebook SIM” for Facebook lovers, for instance. These enable customers to purchase and subscribe to packages that match their usage behavior to get the best usage and most valuable package. 5.

International roaming

In the past year, AIS has been providing both voice and data roaming services and we have developed the software to prevent mobile data leakage and bill shock to ease the customers’ mind. For different behavior of users, we have offered many packages and products with reasonable price. Currently, we are providing roaming service in 217 countries around the world. 6.

Content and partnership

AIS has continually developed multiple contents and applications with partners, including GMM Grammy, CTH, RS and CIMB to serve the need of customers in the digital era and also to generate a new stream of revenue. In 2014, AIS offered multiple exclusive contents and services on mobile, including the World Cup, the English Premier League and Hormones The Series to deliver entertainment content, and CIMB-Beat Banking to provide convenience in mobile banking service.

Part 1 | Page 10

Annual Registration Statement

2014

2.3 Distribution Channels AIS believes in the “Ecosystem” business approach of building interactive communities to develop the telecommunications industry towards sustainable growth. As the touch points through which AIS transfers services to its consumer, distribution channels are considered a key factor in promoting the company’s strategy in addition to providing customers with access to our goods and services. In developing the ecosystem strategy, AIS has maintained good relationships with our distributors, broadened our distribution channels across all regions of the country, and provided a variety of distribution channels to satisfy the lifestyles of all our customers. Today, 97% of all AIS distribution is handled by agents who are highly capable in their business activities and able to provide continuous customer care. The selection criteria for choosing our agents and dealers include both location and past performance, including financial status. This is especially so for provincial dealers who must be familiar with the area as well as being successful businessmen in order to build trust and deliver quality services to our customers. The details of the various types of AIS dealer are as follows: 

Distribution though Agents 1. “Telewiz” Dealers AIS has over 100 Telewiz dealers and more than 450 Telewiz and Telewiz Plus stores throughout the country. Each of these agents has the right to distribute AIS goods and services, including the right to provide monthly registration services. GSM Advance provides registration related services, and serves as a channel for processing service payment and any other expenses. In addition to revenue from sales in general, the Telewiz dealer receives remuneration from customers’ registering to use the mobile telephone services of AIS, as well as financial support for marketing activities at the rate set by AIS. AIS sets the conditions and controls the quality and standards of services provided, including the dealer operating guidelines, such as selecting and developing sites, advertising and promotions, and the provision of various services in order to maintain the company’s standards. In 2014, AIS was committed to enhancing the customer experience in a number of way. Customers buying a new phone were given the opportunity to use and sample various popular smartphones before making a decision to buy them, while customers who bought a new phone were given the opportunity to transfer data such as phone numbers, photos, messages, and music from their original phone to their new device using innovative software from Cellebrite. Enhancements were also made to facilitate the process for customers who receive services through the queue system and payment kiosk. 2. Advanced Distribution Partnership (ADP) The Advanced Distribution Partnership (ADP) selects and supports Telewiz dealers and dealers in general who have demonstrated high potential in distributing goods in their area and who have a healthy financial status. In order to promote the efficient delivery of products through the Advanced Retail Shops in their area, these selected dealers receive assistance that includes support for marketing activities in their area and special administrative remuneration from AIS. 3. Advanced Retail Shops (ARS) Advanced Retail Shops are key outposts which distribute goods directly to the customer. Currently there are over 25,000 shops and this number is continually increasing in line with the expansion of local communities across the country. In addition to profits from sales of SIM cards and top-up cards, these shops also receive payments directly from AIS for meeting certain targets. 4. 3G Service Point Dealers AIS has now also opened the “AIS Service Point”, a new distribution channel focusing on network upgrades from 2G to 3G, coupled with increased capability of selling other AIS goods and services. Dealers providing these goods and services receive additional remuneration from AIS compared to Part 1 | Page 11

Annual Registration Statement

2014

general Advanced Retail Shops and are selected from those running Advanced Retail Shops across the country which have demonstrated high potential. The aim is to expand the number of 3G Service Point Dealers to 1,000 nationwide. 5. Key Accounts and Modern Trade AIS distributes a variety of goods and services, including processing payments, through large dealers with their own branches or stores throughout the country (Chain Stores). These include Jay Mart, TG, Bangkok Telecom, CSC, and various modern trade retailers, such as Tesco Lotus, Big C, Power Buy, and the 7/11 group as well as IT accessory sales channels and IT retail groups, such as iStudio, iBeat, Banana IT, Com7, and IT City. In total, these channels number more than 50 dealers with over 10,000 branches spread across the country. This year AIS has also increased the number of AIS Promoters to 300 people who continuously recommend AIS products and services to customers. 

Electronic Distribution Channels AIS encourages its dealers to provide 1-2-Call! prepaid service users with online money top-up services, adding extra convenience for AIS customers who can top up with a minimum of 10 Baht as opposed to the minimum cash top up cards of 50 Baht. In addition to this, AIS is continuously developing new top up methods through Electronic Distribution Channels, such as through automatic top up machines, ATMs, mobile banking, the internet, and mPay. AIS currently offers Electronic Distribution Channels at over 400,000 points. Electronic top-ups have also proven to be highly popular with AIS customers, accounting for over 80% of all top ups, which has helped reduce the costs of producing pre-paid top up and cash top up cards.



Direct Distribution To optimize distribution channels to be able to offer goods and services to customers directly, AIS has increased the number of direct sales distribution channels. This has been achieved by selecting from dealers who have the capacity and expertise in each area, and by appointing an AIS Direct Sales team to support the future growth and expansion of the market, as well as by providing distribution through more than 68 AIS service centres.

2.4 Customer Relation Management and Customer Experience Catering to the rapid growth of the smartphone market and the wide adoption of 3G-2.1GHz, AIS continues to move forward in providing service excellence for the new digital era. Expanding to 68 locations nationwide this year, AIS Shop has been reinvented as an "Experience Center”. With a new design and a new concept. AIS Shop aims to serve as a one-stop shop for a complete digital lifestyle by providing smartphone gurus and a variety of service innovations. In addition to the recent payment kiosks and smart tables, other new initiatives for self-service convenience this year include the “Service Vending Kiosk.” The first of its kind in Thailand, this pioneering service provides such leading features as lucky number and pretty number selection with new SIM purchases, the ability to request the same number for a new SIM, a SIM size change service for different devices, online registration for prepaid users, and 3G upgrade for all SIM types, with many more features to come. The kiosk is currently available in 40 AIS Shops nationwide. Also this year, 251 members of staff have been developed into smartphone gurus and experts, ready to provide professional, helpful and caring assistance to AIS customers. The Advanced Contact Center (ACC) also continues to invest in service innovation. New initiatives this year include the "Dynamic IVR Menu Service," the automated voice response system that can be customized to suit the customer’s usage and profile. For example, the system can recommend the most appropriate internet package based on the customer’s actual usage and it can automatically greet customers by their name for a truly personalized greeting. New technological developments have significantly increased ACC’s capability to accommodate inbound call volume, up by 12% from last year, with IVR now accounting for 72% of all call services. Revenues generated from VAS and Internet package subscriptions via IVR are also 40% higher than last year, with the Customer Satisfaction Index (CSI) for IVR service increasing from 64% to 67% YoY. Part 1 | Page 12

Annual Registration Statement

2014

In addition, AIS has opened up a new dimension in engaging customers via digital channels this year by launching a new official "LINE" account, “AIS Privilege," delivering selected privileges aimed at all lifestyles right to the customer’s device. The account has been very well-received, with a total of 8.06 million “friends” already enjoying attractive monthly surprise campaigns, such as a free Sundae at McDonald’s, free Pretzel at Auntie Anne’s, or free beverages at Black Canyon. AIS is also the first Thai operator to launch animated stickers giving our customers the opportunity to share colorful and playful messages with each other on social media. We also provide a special reward campaign for our valued customers under the theme, "Aunjai Year 6, Double Reward: Win Gold & Redeem Points”. This year, “AIS Serenade” celebrated its 10th year anniversary by launching two new dimensions to enhance the exclusivity offered to AIS Serenade customers. Firstly, AIS Serenade has expanded its customer base with a brand new privilege segment, “Serenade Emerald,” for customers with a minimum service period of 6 months and a spending average of at least 900 Baht per month. Secondly, AIS Serenade has opened up an opportunity for non-Serenade customers to enjoy the Serenade experience with “Serenade Group Privilege”. A Serenade Group can be formed of up to 3 mobile numbers with a combined group spending of 3,000 Baht or more for Platinum, 1,500 Baht or more for Gold, or 900 Baht or more for Emerald. In recognition of its unique service innovations, Advanced Contact Center (ACC) was awarded "The Most Innovative Implementation of Automatic Service in IVR 2014," at the AVAYA User Conference, USA (awarded May 2014), and “Best Customer Experience Management of the Year 2013," at the Asia Pacific Customer Service Consortium (APCSC), Hong Kong (awarded Sep 2014). 2.5 Industry condition and competition in 2014 and trend in 2015 Industry and competition in 2014 The year 2014 is the second year in which mobile operators have been providing services on the 2.1GHz spectrum under the licensing scheme, in addition to other spectra which are under the BTO agreements for operations. Operators have been attracting customers to the 2.1GHz spectrum which are run for both 3G and 4G. There has been a concentration in marketing campaigns to encourage customers, particularly the mid- to low-tier segments, to adopt 3G-enabled handsets. To support that, operators started to bring in various handsets costing less than THB5,000 to the market. As these new mid-tier handsets were successfully sold, operators found that the market was more urging to be online -- data uptake has tripled in 1 year--than concerning about handsets' brands. However, from the heightened competition, ARPU trends of all operators are sloping downward from the decrease in price per unit and more package-bundled discounted handsets. With the effect from political uncertainties during the first half of the year, the overall industry grew less than 2%. Regulatory issue in 2014 has been the key moving and debatable factor. In July 2014, there was a postponement of the 1800MHz and 900MHz spectra, which caused a one-year extension of the 1800MHz remedy period until July 2015. The remedy period was for the continuity in providing services to protect public benefits and to seamlessly secure customers subscription while the spectra are to be allocated. Mobile industry trend in 2015 The competition is expected to remain intense as operators continue to launch campaigns to attract customers to use 3G. Cheaper 3G-enabled smartphones and featured phones bundling with persuasive packages to encourage 3G adoption will approach the low end customers which are the majority of the country. However, it is expected that operators will maintain rational pricing while keeping improving their networks to serve the strong data consumption growth. Beside capacity investments, operators will also seek partners to supply more digital contents, which will generate a new form of revenue, to foster the digital life. In addition, we expect that the NBTC will hold the delayed auction midst 2015 on both 1800MHz, which has been under the remedy period, and 900MHz which will expire in September 2015. The auction will develop new dynamics in the industry as operators will be able to invest in 4G in addition to the current 3G services. We also expect that proportion of 4G-enabled handsets will be about 10% of new handset sales next year. The investments in network expansion from the auction will not only benefit customers from more advanced and better services, but will also create more job opportunities and higher income in the telecom and other related industries. This will drive the country forward to reach a new technology horizon so as to enhance the country’s competitive edge. Part 1 | Page 13

Annual Registration Statement

2014

2.6 Business Direction over the next 3-5 years Over the next 3-5 years, the behavior shift of consumers toward digital lifestyle will change the face of telecom business in Thailand from today. Customers will easily and quickly reach news, information, and entertainment media to fulfill their needs in many ways through more advanced services and networks provided by operators. For AIS, we find this as a compelling opportunity to transform ourselves to be a “Digital Life Service Provider” who focuses on servicing the always-connected lifestyle via our quality networks -- our strong core fundamental. To achieve that, we put an emphasis on 3 key strategic elements: mobile services, fixed broadband services, and digital contents. Mobile services remain our core business Currently, mobile penetration in Thailand has climbed up to 140% and is expected to grow further with the acceleration of data adoption. This drives AIS’ determination to continuously enhance our 3G-2.1GHz capacity to serve the rapid increase in customer usage. The change toward digital consumption also means the 4G technology will become more prevalent in the near future. This prescribes the importance of additional spectrum requirements, in particular the 1800MHz and 900MHz that will soon be available for auction. Strengthening mobile with fixed broadband In early 2015, AIS will start a fixed broadband business, providing internet to households to respond to customer usage both in and out of homes. AIS can leverage from extensive amounts of high-quality fiber optics (FTTx) nationwide deployed under 3G-2.1GHz network, which can provide higher speeds on both upload and download. As the market penetration remains low, this business will develop into a new important source of revenue for AIS as we plan to become one of the major providers in the market. Ultimately, this business will create defensive value to our large subscriber base of mobile business going forward. Creating various innovations via digital contents A variety in digital contents will be an essential propeller for AIS as a Digital Life Service Provider. Digital contents will be a medium from which we can generate a new form of revenue, differing from the current voice and data services. AIS will focus on partnering with various content providers such as football broadcasting and reading platform contents to support creating an integrated digital environment. This will change the ordinary way of data consumption unprecedentedly. Due to the accelerating data uptake trend, it is a crucial indication for AIS to seek new and interesting contents to serve high-demand customers. This will include not only entertainment media but also games, cloud computing, online financial transactions and machine to machine services, which will certainly elevate the modern daily lifestyle. AIS will emphasize on 3 key dimensions. 1) Customers, who are our highest priority to run the business. We target to get our customer to “love” us through our quality and privileges we tenderly offer. 2) People. We would like to motivate our people to constantly self-improve and adapt a new working culture to become dynamic, imaginative, and delighted. All of which is to achieve extraordinary results and breakthrough solutions. 3) Partners. AIS really puts importance on “Ecosystem” to reach multi ability-enriched telecom collaboration. With our large subscriber base, our partners will be able to exercise their expertise to match our customers’ needs, which will sustainably bring growth to both AIS and our partners. These are new foundations of AIS to become the front-running organization providing digital life services. Growth to be seen over the next 3-5 years is our long-term engagement. We keep committing our philosophy “Q-DNAs” which is to deliver quality devices via our best national-wide network with innovative applications and services through our fundamental of “quality”. 2.7 Procurement of Products and Services AIS currently operates 2G technology on 900/1800MHz** spectrum and 3G technology on 2.1GHz spectrum. For 900/1800MHz spectrum, the company has been granted the permission from TOT and CAT respectively, under the Agreement for operation to operate and service Cellular Mobile Telephone. For 2100MHz spectrum, the company has been granted permission from the Office of the National Broadcasting Telecommunications Commission (NBTC), under the license certificate to operate and service

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Annual Registration Statement

2014

Cellular Mobile Telephone. The ability to accommodate the number of customers registered under mobile network depends on ability to procure and install necessary tools and equipment. Mobile user and network capacity Frequency 1. 2. 3.

900 MHz 1800MHz** 2.1 GHz

Technology Spectrum 2G 3G

17.5 x 2 MHz 12.5 x 2 MHz 15 x 2 MHz

Network capacity* As of December 2014

Base stations

Subscribers

14,859 1,506 21,318

3,546,800 1,800 40,754,500

38.84 23.13

Notse: * Network capacity of 900/1800/2100 MHz forecasted by average customer usage rate of 2014 ** 1800MHz BTO contract expired in 2013 and the NBTC issued a temporary measure to enforce service continuation until July 2015

In December 2012, Advanced Wireless Network Company limited, 99.99% owned by AIS, was granted the license to operate 2.1GHz spectrum from the NBTC. We selected key network equipment from the leading international vendors including Nokia-Siemens, Huawei and ZTE. AIS provides worldwide international roaming services with more than 356 international operators in all continents and international direct dialing (IDD) services for international call from Thailand to foreign countries. We also join hands with the worldâ&#x20AC;&#x2122;s leading manufacturers e.g. Samsung, Apple, Nokia, Acer, Huawei, Blackberry, HTC, LG and LAVA to ensure the availability and variety of proper handsets in Thai market. AIS cooperates with digital contents developers to support diverse customersâ&#x20AC;&#x2122; lifestyles. In addition, we developed incubation program which help strengthen content developers skills. The revenue from the contents will be subjected to revenue sharing scheme. 2.8 Work under progress -None-

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2014

3. Risk factors AIS has established a proactive risk management plan to ensure that the Company continues to be viable even in unpredictable situations. As such, AIS has set up the Risk Management Committee, comprised of senior executives and the Chairman of AIS, who acts as Chairman of the committee. The committee meets on a quarterly basis in order to discuss and classify the risks to the entire organisation and to set up a precautionary action plan to manage risks at an acceptable level. The aim of such measures is to ensure that AIS achieves set targets and maintains the confidence of the shareholders and interested individuals. The Risk Management Committee submits the results of its risk management analysis to the Executive Committee, the Audit Committee, and the Board of Directors every quarter. Further detail of risk management are shown in â&#x20AC;&#x153;Risk management, Internal control, and Internal auditâ&#x20AC;?, page 30. In 2014, the factors which were identified as a risk to operational results are summarised as follows: 1. Risks from Regulatory and Government Policies 1.1 The Jointly Undertaken Work Agreement between State Enterprise and Private Sectors under the Private Participation in State Undertaking Work ACT B.E. 2535. The Amendment of the Jointly Undertaken Work Agreement between Advanced Info Service Public Company Limited (the Company) and TOT Public Company Limited (TOT). As per the letter from the Ministry of Information Technology and Communications requesting the opinion of the Council of State on whether the amendments to the Cellular Mobile Telephone Service Agreement (the Agreement) between TOT and the Company after enforcement of the Private Participation in State Undertaken Work ACT B.E. 2535 have been made in line with the said Act and, if such amendments do not conform with the said Act, what course of action should be taken; consequently, the Council of State presented its opinion in a Memorandum which could be summarized as indicating that the Amendments of the Agreement were not legitimately carried out under the Private Participation in State Undertaken Work ACT due to the lack of submission to the Coordinating Committee for consideration under Article 22 and to the Cabinet as the authority in charge of the approval. However, the amendment procedures of the Agreement which represent administrative juristic acts are capable of being separated from the amendments to the Agreement and those amendments to the Agreement are still in force so long as they are not rescinded or invalidated by virtue of time or by other conditions. However, if the amendments of the Agreement of the Company are revoked, this may result in a shortening of the term of the Agreement and/or a higher prepaid revenue share. Nonetheless, the Company firmly believes in the principles and the grounds of the amendments of the Agreement and the Company has fully complied with the Jointly Undertaken Work Agreement and all related laws including the principles of good governance. Thus, the Company believes that there shall be no material change which shall have an impact on the Company. 1.2 Disputes relating to Excise Tax (1) The Case between Advanced Info Service Public Company Limited (the Company) and TOT Public Company Limited (TOT) On 22 January 2008, TOT submitted a dispute (Case No. Black 9/2551) to the Arbitration Institute, Alternative Dispute Resolution Office, and the Office of the Judiciary, demanding that the Company pay additional revenue share of for Baht 31,463 million. On 20 May 2011, the Arbitral Tribunal unanimously resolved to dismiss the disputes citing the reason which can be summarized as the Company had lawfully paid the revenue share. Therefore, the Company has not committed a breach of the agreement and the Company does not have to pay any additional revenue share to TOT. Consequently, TOT has submitted an application to the Central Administrative Court to set aside the award of the Arbitral Tribunal. At present, the case is pending the consideration of the Central Administrative Court; the trial process may take several years to conclude. If the Company loses this case, it may be obliged to pay TOT as demanded. However, the Management of the company firmly believes that this case shall reach a positive conclusion since the amount of revenue share was the same amount of excise tax paid by the Company which the Arbitral Tribunal had taken into consideration when unanimously deciding to dismiss the case.

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2014

(2) The Case between Digital Phone Company Limited (DPC), a subsidiary of the Company, and CAT Telecom Public Company Limited (CAT) CAT submitted a dispute (Case no. Black 3/2551) to the Arbitration Institute, Alternative Dispute Resolution Office, and Office of the Judiciary, demanding DPC, a subsidiary of the Company, pay additional revenue share of Baht 2,449 million under the Digital PCN (Personal Communication Network) Agreement plus penalty at the rate of 1.25 percent per month of the unpaid amount for each year calculated from the default date until full payment totalling Baht 3,410 million is made. Such claimed amount is equal to the amount of excise tax DPC paid between 16 September 2003 and 15 September 2007, and was deducted from the revenue share pursuant to the resolution of the cabinet on 11 February 2003 as is the standard practice of the telecommunications industry. On 1 March 2011, the Arbitral Tribunal resolved to dismiss the dispute citing the reason which can be summarized as the original debt had been completely paid and settled. Thus, DPC has not committed any breach and CAT cannot re-claim the alleged deficit amount, including the penalty and the value added tax. Consequently, CAT submitted a request to the Central Administrative Court to set aside the award of the Arbitral Tribunal; the procedure can take several years to conclude. If DPC loses the case, it may be obliged to pay CAT as demanded. However, the management of the Company firmly believes that this case shall reach a positive conclusion since the revenue share demanded by CAT is equal to the amount of excise tax which has already been paid by the Company according to the unanimous resolution of the Arbitral Tribunal, which dismissed the dispute. 1.3 Dispute over revenue sharing from Interconnection Charge According to the Telecommunication Business Act B.E. 2544 and the Notification of NTC regarding the Use and Interconnection of Telecommunication Networks B.E. 2549, the Company has the responsibility to enter into interconnection agreements with other operators. The Company offered to provide remuneration to TOT for such interconnections, which was calculated from the net income according to the rate and calculating method of the Company. However, TOT required the Company to pay revenue share calculated from the gross amount of interconnection charges received by the Company at the rate specified in the Agreement without deduction of interconnection charges which the Company has to pay to other operators. On 26 January 2011, TOT sent a letter demanding that the Company pay the revenue share of the interconnection charges of the concession years 17-20 in the amount of Baht 17,803 million plus interest at the rate of 1.25 percent per month. However, the Company disagreed and sent a letter opposing the said claim to TOT and submitted the dispute to the Dispute Reconciliation Office, Arbitration Institute ref. no. Black 19/2554 on 9 March 2011 requesting the Arbitral Tribunal to award that TOT has no right to claim for such revenue share. At present, the case is pending consideration of the Arbitral Tribunal and may take several years to conclude. If the Company loses the case, it may be obliged to pay TOT as demanded. However, the management of the Company firmly believes that the resolution of the Arbitral Tribunal will reach a positive conclusion for the Company since it has fully complied with the law. 1.4 Dispute between Digital Phone Company Limited (DPC), a subsidiary of the Company, and CAT Telecom Public Company Limited (CAT) regarding the reduction of roaming charges between DPC and the Company. Digital Phone Company Limited (DPC) submitted a dispute (Case no. Black 27/2553) to the Alternative Dispute Resolution Office, the Thai Arbitration Institute, requesting that the Arbitration Panel set aside the allegation of CAT that DPC was in breach of agreement on the grounds that the agreement was made without approval from CAT and would terminate the agreement as stated in a letter dated 6 January 2010, and demanding that CAT pay compensation of Baht 50 million to DPC. On 15 July 2010, CAT submitted a dispute (Case no. Black 62/2553) to the Arbitration Institute, demanding that DPC pay additional remuneration for concession years 10-12 to the amount of Baht 2,000 million plus penalty calculated from April 2010 incurred due to the reduction by DPC of the roaming charge rate between DPC - the Company from Baht 2.10 to Baht 1.10 during the period of 1 April 2007 - 31 December 2008 without the approval of CAT. Furthermore, on 1 September 2011, CAT submitted a further dispute of the concession year 12 (1 April 2009-15 June 2009) to the Arbitration Institute, Alternative Dispute Resolution Office, and the Office of the

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Annual Registration Statement

2014

Judiciary (Case no. Black 89/2554) for the amount of Baht 113,211,582.68. Later, the Arbitration Institute ordered that all three disputes be considered together and, at present, such disputes are pending consideration of the Arbitral Tribunal which may take several years to conclude. If DPC loses the case, DPC may be obliged to pay CAT as demanded. However, the management of the Company believes that the ruling of the Arbitration Panel of this case shall decide in favour of DPC as DPC had informed CAT of the application of the roaming rate of Baht 1.10 per minute in July 2006, to which CAT had given written approval of such application for the period until March 2007 and had also given additional approval during the period of January 2009 to March 2009. In addition, CAT had never sent any refusal or objection to DPC during the disputed periods. The roaming rate at Baht 1.10 per minute is also in conformity with market conditions where the rate of service charge had been lowered from the previous higher roaming service charge rate. Besides, DPC had also entered into a roaming agreement with the Company using the rate of Baht 1.10 per minute as approved by the NTC. 1.5 Dispute between Digital Phone Company Limited (DPC), a subsidiary of the Company, and CAT Telecom Public Company Limited on Tower and Power Supply ownership CAT submitted a dispute (Case no. Black 8/2552) to the Arbitration Institute, Alternative Dispute Resolution Office, demanding that DPC deliver and transfer ownership of 3,343 Towers including 2,653 units of Power Supply equipment under the terms and conditions of the Digital PCN (Personal Communication Network) Agreement. After DPC failed to do so, CAT demanded that DPC pay Baht 2,230 million to CAT as compensation. DPC considers that all disputed Towers and Power Supply equipment are not included under the definition of equipment as stipulated in clause 2.1 of the Agreement of which DPC is obligated to deliver and transfer under the terms and conditions of the Agreement. The Arbitrary Tribunal unanimously resolved to dismiss all of the disputes citing the reason which can be summarised as the right of CAT to demand that DPC deliver properties which are objects of the contract cannot be exercised until 60 days after expiration of the contract. Therefore, the submission of the dispute by CAT is premature. Consequently, CAT has submitted a request to the Central Administrative Court to set aside the award of the Arbitral Tribunal. At present, the case is pending consideration of the Central Administrative Court which may take several years to conclude. Additionally, the Company considered this case as high value and if DPC loses the case, it will be obligated to pay CAT as demanded. However, in consideration of the aforementioned arguments, the management of the Company’s firmly believes that the case shall reach a positive conclusion. 1.6 Dispute Case with TOT regarding the Mobile Number Portability (MNP) of AIS’ subscribers transferring to Advanced Wireless Network Company Limited (“AWN”) as the affiliate of AIS On September 25, 2014, TOT Public Company Limited ("TOT") submitted the dispute (Black Case No. 80/2557) to the Arbitration Institute, Alternative Dispute Resolution Office, demanding the Company to pay liquidated damages commencing from the date of submission of the dispute in the amount of Baht 9,126 million, plus interest at the rate of 7.5 percent per annum including the legal fees and expenses for the arbitration process by claiming that such damage was caused by the Company to transfer its subscriber operated under 900MHz to 2100MHz system of AWN on the ground that the Company breach the Cellular Mobile Telephone Service Agreement (the “Agreement”) between TOT and the Company. Now the dispute in the arbitration proceedings, the management of the Company firmly believes that the outcome of the dispute is unlikely to have a significant impact on the financial statements of the Company and the Company has fully complied under the Agreement in all respects. 1.7 Dispute Case regarding the Companies cannot perform to collect all Prepaid Scribers Information of the Company under NBTC Notification regarding Prepaid Identification According to the National Broadcasting Telecommunications Commission (“NBTC”) ordered all mobile operator operated per-paid service including the Company must collect and record all information of all Prepaid Subscribers within the specific of time and subsequently issued an order requiring an administrative fine in the amount of Baht 80,000 per day to the Company and the major 2 mobile phone operators in this telecommunication industry from July 6, 2012 until fully comply with the said order because all 3 operators have not yet fully complied with the said

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Annual Registration Statement

2014

order. The Company has filed to the Administrative Court for the revocation of 2 NBTC Orders as the Black Case No. 1858/2554 and Black Case No. 252/2556, respectively, is now being considered by the Administrative Court. In case that the Company loses the case, the Company may have to pay an administrative fine of Baht 80,000 per day, from July 6, 2012 until the date that the Company can comply with the said order of the NBTC. However, the managements of the Company believe that this dispute would be resolved in a good way due to the NBTC and all mobile operators had a common effort to record all prepaid subscribers information to facilitate the telecommunication business according to such order. Eventually NBTC and all mobile operators including the Company already developed 2 Snap Shot Applications for registration of Prepaid Subscriber through distributors channel on top of filling out the registration form and recording a copy of the identity card which such information will be sent to system and networks of mobile operators. 2.Risk to administration 2.1 Risk to IT security With advanced technology, the service users can access their desired data via the internet from anywhere in the world and make financial transactions on mobile phones. The technological advancements allow consumers to have extra data storage capacity in addition to traditional computer memory, such as through Cloud computing, which results in a rise in the risk of data leakage. AIS has placed emphasis on preventing threats to information security. As such, the Company has established policy on the security of its computer information systems and technology, and implemented procedures for receiving-transmitting the Companyâ&#x20AC;&#x2122;s data via portable devices through Exchange ActiveSync so as to enforce the executives and employees at all levels in the organization to comply. Training courses have been provided and information shared with employees on their computer screens so as to promote continued awareness. Data security risk assessment has been performed for important systems in accordance with the Companyâ&#x20AC;&#x2122;s plan so as to prevent possible risk from information theft or system failure. In addition, AIS has implemented ISO 27001-Information Security Management in order to ensure Companyâ&#x20AC;&#x2122;s data security from people, processes and procedures. Including systematic and adequate information security management system.

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2014

4. Assets used in operations 4.1 Property, Plant and Equipment Land, Buildings and improvements, and leasehold building improvements are possessed by the Company and its subsidiaries. The Company has many branches all over the country. Furniture, fixtures and office equipment compose of tools and equipment, hardware, computer software and value added service equipment for mobile phone service. As at 31 December 2014, Property, Plant and Equipment of the Company and its subsidiaries are as follows:

Property, Plant and Equipment Land Buildings and improvements Leasehold building improvements 1/ Furniture, fixtures and office equipment Tools and Equipment Computer Software Vehicles Assets under construction and installation Communication equipment for rental Total Less accumulate depreciation/amortization Net Book value 1/

Estimated Useful Life(years)

Million Baht

5 and 20 5 and 10 2-5 2 - 20 10 5 duration of contract and 3

524.68 492.55 1,126.85 1,615.08 63,466.41 19,913.46 238.66 12,427.69 7.48 99,812.86 (39,110.27) 60,702.59

Leasehold building improvements is expense for improvement service office

The Company and its subsidiaries include the financial leases value Baht 189.87 million in furniture, fixtures and office equipment, tools, equipment and vehicles. As at the end of December 2014, the Company and its subsidiaries rent office spaces to run the business as follows: 1. The 15,885 square metres office space from SC Asset Corporation at 414 Intouch Tower, Phaholyothin Road, Phayathai, Bangkok for 3 years contract (1 January 2014 to 31 December 2016) at the rate of Baht 7,529,712 per month. The 3 years contract will be automatically continued, except in the case of the Company want to cancel by notifying at least 30 days prior to the expiration date. At present, the contract has been renewed for more than 10 years. 2. The 14,969 square metres office space from SC Asset Corporation at 1291/1 AIS Tower, Phaholyothin Road, Phayathai, Bangkok for 3 years contract (1 January 2014 to 31 December 2016) at the rate of Baht 7,298,576 per month. The 3 years contract will be automatically continued except in the case of the Company want to cancel by notifying at least 30 days prior to the expiration date. At present, the contract has been renewed for more than 10 years. 3. The 67 square metres office space from SC Asset Corporation at 1010 Shinawatra Tower 3, VibhavadiRangsit Road, Chatuchak, Bangkok for 3 years contract ended 14 October 2015 with a rental fee of Baht 13,147 per month. The 3 years contract will be automatically continued except in the case of the Company want to cancel by notifying at least 30 days prior to the expiration date. 4. The 7,941 square metres office space from ESV Asset Co., Ltd. at 1 & 1293/9 ESV Tower, Phaholyothin 9, Phayathai, Bangkok at the rate of Baht 3,281,602 per month. The existing contract will be ended on 28 February 2016. 5. The 23,540 square metres office space at 408 Phaholyothin Place, Phayathai, Bangkok from Phahol 8 Company Ltd., Siam Real Estate Development Co., Ltd, B.B.D. Development Co.,Ltd, BB Suzuki Auto Co.,Ltd, Nathawut and Karn Co.,Ltd, Solar lunar Co.,Ltd., Pantip Network Co.,Ltd., TOT Public Company Limited , Allianz Ayudhya Assurance Plc, Pathlab (Thailand) Ltd., Miss.Sandra Thaibunchakit, Mr. Chiraruk Chamlongsupalak, Mr.Teerawat Chewattanarak, Mr.Nontawat Pumchusri, Miss.Prattra Wanichawattana. The contract is done separately by each floor. The rental fee is Baht 8,421,518 per month. The current contract will be ended on 31 December 2014.

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2014

6. The 4,178 square metres office space from Three Pals Co., Ltd. at 404 Phaholyothin Center, Phaholyothin Road, Phayathai, Bangkok at the rate of Baht 1,110,696 per month. The current contract is end on 31 December 2014. 7. The space rantal for branch offices totaling of 14,614 square metres at Chiang Mai, Surat Thani, Nakhon Sawan, Nakhon Ratchasima, Nakhon Pathom, Phitsanulok, Hadyai, Chon Buri, Ayutthaya, Rayong, Phuket, Udon Thani, Khon Kaen Ubonratchathani and Bangkok The contract is done separately by each province and the rental fee total of Baht 23,730,123 a month. 4.2 The Cellular Mobile Telephone Service Agreement (the “Agreement”) Investment costs of the cellular network of the Company and its subsidiaries are the main items under the Agreement and have to be transferred to the Agreement’s grantor. The Company and its subsidiaries have the rights to operate assets under the Agreement as long as the end of the contract date. The Agreement of the Company and its subsidiaries is made with TOT and CAT, so the Company and its subsidiaries have the rights to run the business under the Agreement. Assets under the Agreement as at 31 December 2014 as follows: Asset type

Cost (million baht)

Capital Investment of the Company Digital Network Equipment - GSM Analogue Network Equipment NMT Transmission Equipment Others Capital Investment of ADC Tools and Equipment Total Capital Investment of DPC Digital Network Equipment - GSM and Transmission equipment Total Capital Investment of the company and its subsidiaries

Useful Life of Amortization

Year to be amortized

84,087.10 13,735.31

10 years not over 2015 End of September 2002

1 - 10 1 - 10

6,185.16 -

19,913.94 28,322.24

10 years not over 2015 10 years not over 2015

1 - 10 1 - 10

265.59 2,287.29

1,246.95 147,305.54

10 years

1 - 10

8,738.04

10 years not over 2013

1-9

147,305.54

Net book value (million baht)

8,738.04

Main agreements and licenses of the Company and its subsidiaries are as follows: 1.

The Cellular Mobile Telephone Service Agreement between Advanced Info Service Public Company Limited (AIS) and The Telephone Organization of Thailand (TOT) Period of Agreement

: 25 years (1 October 1990 - 30 September 2015)

Significant terms and condition

: AIS has been granted BTO agreement to operate the following services: 1.N a t i o n w i d e N M T a n d G S M 9 0 0 M H z c e l l u l a r n e t w o r k 2. Network equipment transmission and media network 3. Prepaid service 4. Roaming service between AIS and another third party. In this regards, AIS shall inform TOT in writing before allowing the third party to use roaming network and before AIS use other roaming network.

Benefits

: 1. AIS agrees to share the benefit to TOT at 15% - 30% of service revenue and other benefits before deducting the expense and tax (upon the service year), and 20% of its prepaid revenue. Such mentioned revenue sharing shall not be less than the minimum amount specified in the Agreement. TOT agrees to share revenue with AIS for the International Direct Dialing Service (IDD) and such revenue share must be subjected to sharing to TOT as specified in the main agreement. 2. AIS agrees to share the benefit from roaming service to TOT at the rate and condition as specified in the main agreement.

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Annual Registration Statement

2014

The Digital PCN (Personal Communication Network) 18001/ Service Contract between Digital Phone Period of Agreement : 16 years (28 May 1997 - 15 September 2013) 2/ : DPC is granted the right to operate the Digital PCN 1800 nationwide Significant terms and service which has been re-assigned from DTAC according to condition Assignment agreement to Cellular Mobile Telephone between DTAC and CAT. : 1. year 1 = 25%, year 2-9 = 20%, year 10-14 = 25%, and year 15-16 = Benefits 30% 2. DPC shall pay the minimum revenue share to CAT of no less than Baht 5.4 billion. Notes:

1/ 2/

Currently named GSM1800 National Council for Peace and Order (“NCPO”) has announced the Order No. 94/2557, instructing the NBTC to postpone 1800 MHz spectrum license auction for 1 year commencing from the Order date. During the postponed period, NBTC shall continue with the Notification In regarding to the Regulation of Telecommunication Subscriber Protection B.E. 2556.

3. The Data Communication Service Agreement (Data kit Virtual Circuit Switch) between Advanced Data Network Communications Company Limited (ADC) and TOT Corporation Public Company Limited (TOT) Period of Agreement Significant terms and condition

Benefit

: 25 years (25 September 1997 - 24 September 2022) : 1. ADC has been granted the right to operate data communication service using Frame Relay and Data kit Virtual Circuit Switch and/or other data communication system. However, ADC shall rent transmission from TOT or TOT’s partner. Unless TOT can provide that transmission, ADC can invest in its own data transmission or rent from others. 2. ADC can expand its business to provincial areas where the revenue sharing to TOT will be paid at agreed rate as specified in the Memorandum. 3. ADC agrees to upgrade its data communication service by using ADSL and ATM Switch in addition to its existing systems. However, the service fee, rental fee or any other fees from customers shall based on market rate; which ADC is not obliged to ask TOT for permission in advance. 4. ADC is allowed to provide digital contents by asking for TOT permission in advance. : ADC shall provide the new ordinary share of Baht 107.52 million which is 23.5 % of registered capital to TOT without TOT’s payment for shares.

4. Advanced Magic Card Co., Ltd. (AMC) attained License for Electronics Payment Service, issued by the Electronic Transaction Commission, under the Ministry of Information and Communication Technology to provide electronic payment services. The license period is 10 years from 13 May 2009 - 12 May 2019 5. License of Advanced MPay Co., Ltd. (AMP) are as follows: 5.1 Electronic Card Business License Grantor Grant Period Significant terms and condition

: Ministry of Finance (MOF) : since 24 June 2005 : AMP is licensed to operate electronic money cards for goods or services payments instead of cash payments.

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2014

5.2 License for Electronics Payment Service Grantor Grant Period Significant terms and condition

: Electronic Transaction Commission : Ministry of Information and Communication Technology : 10 years (30 November 2009 - 29 November 2019) : AMP is licensed to provide electronic payment services.

6. Telecommunications Business License Type 3 of AIN GlobalComm Co., Ltd. (AIN), issued by The National Broadcasting and Telecommunications Commission (NBTC) Grant Period Significant terms and condition

Benefit

: :

20 years (26 July 2006 - 25 July 2026) AIN is licensed to provide international telephone services, value added services to international telephone service, and other related services to international telephone service and international telephone network services.. AIN is obligated to pay for the license and any fees within the time period as specified by the NBTC

7. License of Super Broadband Co., Ltd. (SBN) which is issued by the NBTC are as follows: 7.1 International Internet Gateway License Type 2 and Telecommunications Business License Type 2 (Telecommunication network services with its own network for specific group of customer) Grant Period Significant terms and condition Benefit

: :

5 years (15 December 2012 - 15 August 2017) SBN is licensed to provide all service related international internet service and internet gateway. SBN is obligated to pay for the license and any fees within the time period as specified by the NBTC.

7.2 Telecommunications Business License Type 3 Grant Period Significant terms and condition Benefit

: :

20 years (16 August 2007- 15 August 2027) SBN is licensed to provide telecommunication network services with its own network for fixed line, IDSN, Public Broadband Multimedia Service, and additional service. SBN is obligated to pay for the license and any fees within the time period as specified by the NBTC.

8. Telecom Business License of Advanced Wireless Network Co., Ltd. (AWN) which is issued by the NBTC are as follows: 8.1 Telecommunications Business License Type 3 Grant Period Significant terms and condition

Benefit

: 19 years (12 June 2008 - 6 December 2027) : AWN provides telecommunication network services with its own network for fixed line, Wifi internet, Public Broadband Multimedia Service, integrated digital network service, as well as fixed and wireless telecommunication network service. AWN is also granted the 2.1GHz license to operate provide International Mobile Telecommunications -IMT on 7 December 2012 until 6 December 2027. : AWN is obligated to pay for the license and any fees within the time period as specified by the NBTC.

Part 1 | Page 23

Annual Registration Statement

2014

8.2 Spectrum License for Telecommunications Service Grant Period Significant terms and condition

Benefit

: 15 years (7 December 2012 - 6 December 2027) : 1. License to operate 3 slots of spectrum bandwidth on 2.1GHz covering 1950MHz to 1965MHz pairing to 2140MHz to 2155MHz 2. AWN shall provide the service by itself and shall not transfer the provision of service completely or partially or authorize other persons to provisioning the service. 3. AWN shall comply with the condition prior to the end of the service as specified by NBTC. : AWN is obligated to pay for the license and any fees within the time period as specified by the NBTC.

9. Internet License Type 1 of Advanced Internet Revolution Co., Ltd. (AIR), issued by the NBTC Grant Period Significant terms and condition Benefit

: 5 years (17 December 2010 - 16 December 2015) : AIR provides internet services through the network of licensees who have their own telecommunication network. : AIR is obligated to pay for the license fee within the time period as specified by the NBTC.

4.3 Policy to invest in subsidiaries and associate companies AIS currently focuses on telecom service business only. We thereby invest in subsidiaries and other companies for the purpose of supporting our main business or operating other related services which is beneficial to our business. AIS has appointed directors and executives as our representative in those companies for the purpose of shareholderâ&#x20AC;&#x2122;s benefit and value maximization. The meeting of board of directors of those companies is scheduled to convene at least on quarterly basis. The shareholdersâ&#x20AC;&#x2122; meeting is scheduled on annual basis.

Part 1 | Page 24

Annual Registration Statement

2014

5. Legal Disputes 5.1 Legal Disputes of Advanced Info Service Public Company Limited (the Company) Litigant

TOT Public Company Limited (TOT)

Submitted Date

22 January 2008

Tribunal Dispute topic

Central Administrative Court TOT has filed a claim against the Company to pay additional remuneration in the amount of Baht 31,413 million. Such sum of revenue sharing is the same amount as excise tax which the Company had delivered to the Excise Department. Consequently, the Arbitral Tribunal unanimous dismissed all disputes by giving the reason that the Company had lawfully paid the revenue sharing. Therefore, the Company has not committed a breach of the agreement. Thereafter, TOT has appealed the Resolution to the Central Administrative Court on 22 September 2011.

Result of case

Status of case

Pending consideration of the Central Administrative Court.

Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date

7 March 2008

Tribunal Dispute Topic

The Supreme Court CAT has filed a lawsuit against the Company as the defendant no.1 and AIN GlobalComm Company Limited (AIN), a subsidiary, as the defendant no.2 demanding us to jointly pay for damage in the amount of Bath 583 million concerning the change of the connection setting of the international direct dialing service from using the symbol “+” for the code 001 of CAT to “+” for the code 005 of AIN during 1 March 2007 - 7 March 2008. The Civil Court dismissed the case as the facts cannot be proven that the Company has i nfringed any ri ghts of CAT which AIN al so has not infringed CAT . The Appeal Court reached the judgment on 27 June 2013 confirmed the judgment of the Civil Court on 16 September 2013. Consequently, CAT has submitted the petition to the Supreme Court against the judgment of the Appeal Court.

Result of case

Status of Case

Pending consideration of the Supreme Court.

Litigant

TrueMove Company Limited (TrueMove)

Submitted date

11 June 2010

Tribunal Dispute Topic

Alternative Disputes Resolution Office, Thai Arbitration Institute The Company has filed a claim against TrueMove to pay the interconnection charge of April to May 2008 under the Interconnection Agreement for Bath 89 million plus interest at the rate of 7.5 percent per annum calculated from the default date until full payment is made.

Result of case

The Company has entered into the Compromise and Settlement Agreement for with TrueMove. Consequently, TrueMove has agreed to pay the interconnection charge according to the Company demand.

Status of Case

Part 1 | Page 25

Annual Registration Statement

2014

Litigant

TOT Public Company Limited (TOT)

Submitted date

9 March 2011

Tribunal Dispute Topic

Alternative Disputes Resolution Office, Thai Arbitration Institute The Company has requested the Arbitral Tribunal to make an award that TOT has no right to demand the Company to pay the interconnection charges of the 17th - 20th concession year by not allowing the Company to deduct the interconnection charges which the Company has to pay to other operators before sharing the revenue to TOT in the amount of Baht 17,803 million plus interest at the rate of 1.25 percent per month according to TOTâ&#x20AC;&#x2122; letter dated 26 January 2011. Thereafter, TOT has raised a dispute demanding the Company to pay additional payment of the 21st - 22nd concession year of Baht 9,984 million plus interest at the rate of 1.25 percent per month.

Result of case

Status of Case

Pending consideration of Thai Arbitration Institute.

Litigant

TOT Public Company Limited (TOT)

Submitted date

11 May 2011

Tribunal Dispute Topic

Central Administrative Court The Company has filed a claim against TOT to surrender the letter of guarantee for the revenue sharing of the 17th -20th concession year and prohibit TOT to claim any money from the bank and to pay the bank commission for the letter of guarantee including the damage for the Companyâ&#x20AC;&#x2122;s reputation and financial credit in the amount of Baht 30 million and also for the letter of guarantee of the 21st year for the amount of Baht 20 million to the Company. Arbitral Tribunal has made the award on 10 February 2014 that TOT has to surrender the letter of guarantee and pay Baht 6,653,016 plus penalty at the rate of 7.5 percent per annum calculated from the date that the Company paid such amount to the bank. The Company has requested the Central Administrative Court to recognize and enforce the award. TOT has also requested the Central Administrative Court to revoke the award. Therefore, the Central Administrative Court has ordered the Company and TOT to be tried together as one and the same case.

Result of case

Status of Case Litigant

National Telecommunications Commission (NTC) and the Secretary General of NTC

Submitted date

27 May 2011

Tribunal Dispute Topic

Central Administrative Court The Company has requested the Central Administrative Court to revoke the order of NTC notifying the Company to amend the drafted Pre-paid Mobile Service Agreement which prohibited the condition concerning the validity term.

Result of case

Status of Case

Pending consideration of the Central Administrative Court.

Part 1 | Page 26

Annual Registration Statement

2014

Litigant

National Broadcasting and Telecommunications Commission (NBTC)

Submitted date

2 July 2012

Tribunal Dispute Topic

Central Administrative Court The Company has requested the Central Administrative Court to revoke the NBTC Order on Maximum Rate of Service Fee for Domestic Mobile Phone Voice Services B.E. 2555 which has required the collection of domestic voice services fee at the rate of not exceeding 0.99 Baht/minute and enforceable only on the significant market dominance because the Company is of the opinion that it is the wrongful order and unfair treatment.

Result of case

Status of Case

Pending consideration of the Central Administrative Court.

Litigant

TOT Public Company Limited (TOT)

Submitted date

16 January 2013

Tribunal Dispute Topic

Alternative Disputes Resolution Office, Thai Arbitration Institute The Company has filed a claim against TOT to pay revenue sharing of international direct dial service according to the Amendment no. 3 and 4 which TOT has been in default of payment to the Company since November 2008 - October 2012 for the total amount of Baht 1,375 million plus interest rate as stipulated in the agreement.

Result of case

Status of Case

Pending consideration of Thai Arbitration Institute.

Litigant

TOT Public Company Limited (TOT)

Submitted date

25 September 2014

Tribunal Dispute Topic

Alternative Disputes Resolution Office, Thai Arbitration Institute TOT has requested the Arbitral Tribunal to make an award ordering the Company to cease number portability method for its subscribers by pressing *988* because it breached the Concession Agreement. TOT has also demanded the Company to pay for damage in the amount of Baht 9,126,019,082.10 plus interest at the rate of 7.5 percent per annum.

Result of case

Status of Case

Pending consideration of Thai Arbitration Institute.

Part 1 | Page 27

Annual Registration Statement

2014

5.2 Legal Disputes of Digital Phone Company Limited (DPC), a subsidiary of the Company. Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date

9 January 2008

Tribunal Dispute Topic

Central Administrative Court CAT has filed a claim against DPC to pay additional revenue sharing of Baht 2,449 million under the Digital PCN (Personal Communication Network) Agreement plus penalty at the rate of 1.25 percent per month of the unpaid amount of each year, calculated from the default date until full payment is made, totaling Baht 3,410 million. However, DPC claimed that those amount is the same as the excise tax which DPC paid during 16 September 2003 - 15 September 2007, and also deducted from revenue sharing pursuant to the cabinet resolution dated 11 February 2003. Therefore, on 1 March 2011, the Arbitral Tribunal dismissed the dispute as the original debt had completely been paid and extinguished. DPC then has not committed the breach of the agreement. However, on 3 June 2011, CAT has submitted request to the Central Administrative Court to revoke the award of the Arbitral Tribunal.

Result of case

Status of Case

Pending consideration of the Central Administrative Court.

Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date

29 July 2008

Tribunal Dispute Topic

Central Administrative Court CAT has filed a claim against DPC to pay the Access Charge which DPC had deducted and has not yet delivered to CAT as follows: 1) Additional charge of 7th-10th concession years of Baht 165 million plus penalty at the rate of 1.25 percent per month, calculated as at 31 July 2008, totaling Baht 222 million. 2) Additional charge of 11th concession year of Baht 23 million plus penalty at the rate of 1.25 percent per month, calculated as at 15 October 2009, totaling Baht 26 million. The total claimed amount of both cases is Baht 248 million. On 23 March 2012, the Arbitral Tribunal has dismissed all disputes by giving the reason that CAT has not yet paid the interconnection charge for the part of which DPC has to pay to TOT as stipulated in the Interconnection Agreement, therefore, CAT has no right to claim those charge from DPC. And in attestation, it is not admissible that the revenue sharing paid by DPC in each year is regarded as a breach of the agreement. Thus, CAT has submitted the request to the Central Administrative Court to revoke the award of the Arbitral Tribunal on 25 June 2012

Result of case

Status of Case

Pending consideration of the Central Administrative Court.

Part 1 | Page 28

Annual Registration Statement

2014

Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date

3 February 2009

Tribunal Dispute Topic

Central Administrative Court CAT has filed a claim against DPC to deliver and transfer an ownership of 3,343 towers and 2,653 power supply equipment under the Digital PCN (Personal Communication Network) Agreement. Failure to do so, DPC must reimburse Baht 2,230 million to CAT. However, DPC rebutted that all disputed assets are not the property as stipulated in clause 2.1 of the Agreement which DPC is obligated to deliver and transfer an ownership. On 18 July 2012, the Arbitral Tribunal has unanimously dismissed all disputes of CAT by referring to Clause 12 of the Digital PCN Agreement. Under such agreement CAT can demand DPC to deliver all the objects after 60 days as from the termination date of the agreement. Therefore, the submission of a dispute is regarded as a premature exercise of the right under the agreement. On 25 October 2012, CAT has submitted the request to Central Administrative Court to revoke the Arbitral Tribunal award.

Result of case

Status of Case

Pending consideration of the Central Administrative Court.

Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date Tribunal Dispute Topic

7 April 2010 Alternative Disputes Resolution Office, Thai Arbitration Institute DPC has requested the Arbitration Tribunal to order CAT to revoke its allegation that DPC has breached the Agreement with CAT for having entered into an agreement for the use of DPC network with the Company without consent of CAT and will terminate the agreement with DPC and also demanding CAT to pay for damage in the amount of Baht 50 million. Consequently, on 15 July 2010, CAT requested DPC to pay additional remuneration for the 10th -12th concession year incurred due to DPC has reduced the roaming charge rate between DPC - AIS from Baht 2.10 to Baht 1.10 during the period of 1 April 2007 - 31 December 2008 without approval of CAT in the amount of Baht 1,640 million plus penalty calculated up to March 2010 in the amount of Baht 365 million totaling Baht 2,000 million and also the penalty at the rate of 1.25 percent per month calculated from April 2010. On 12 September 2011, CAT has submitted additional dispute to the Thai Arbitration Institute demanding additional remuneration for the 12th concession year for a period of 1 April 2009 - 15 June 2009 in the amount of Baht 113 million. The Arbitration Institute has ordered all 3 disputes to be tried together as one and the same case and such disputes are pending consideration of Thai Arbitration Institute.

Result of case Status of Case

Part 1 | Page 29

Annual Registration Statement

2014

Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date

8 April 2011

Tribunal Dispute Topic

Central Administrative Court CAT has filed a claim against DPC to pay the remuneration in the amount of Baht 33 million including interest at the rate of 15 percent per annum, Baht 35 million in total. CAT claimed that DPC has committed breach of Digital PCN Agreement since there are fraudulent of documents/signature of the subscribers during the year 1997 - 2003 for the amount of 1,209 number. Such fraudulent has caused damage to CAT since CAT could not collect the fee for international call service when the fraudulent numbers have used the international call service of CAT. On 28 May 2013, the Arbitral Tribunal has dismissed all disputes of CAT by giving the reason which can be summarized that such disputes are the act of tort, DPC has not committed breach of the agreement. Therefore, the dispute of this case is not within the jurisdiction of the Arbitral Tribunal. On 6 September 2013, CAT has submitted request to the Central Administrative Court to revoke the award of the Arbitral Tribunal.

Result of case Status of Case

Pending consideration of the Central Administrative Court.

Litigant

TOT Public Company Limited (TOT)

Submitted date

9 May 2011

Tribunal Dispute Topic

Central Administrative Court TOT has filed a claim against CAT and DPC to jointly pay the Access Charge under the Interconnection Agreement of DPC dated 8 September 1998, and then TOT has requested to increase the demanded Access Charge calculated up to the date that the lawsuit has been filed (9 May 2011) to be the date of the end of the Concession Agreement (15 September 2013) as follows: 1) The Access Charge, which DPC has to pay to TOT calculated on the amount of the mobile number which DPC had rendered the service in each month at the of Baht 200 per number, in the amount of Baht 1,289 million; 2) The Access Charge, which CAT has to pay to TOT calculated on a half of the revenue sharing which CAT had received from DPC, in the amount of Baht 3,944 million; and 3) The Access Charge, which CAT did not fully pay to TOT due to the deduction of the Access Charge at the rate of Baht 22 / number / month, in the amount of Baht 222 million. The total amount of claim is Baht 5,454 million plus interest. Pending consideration of the Central Administrative Court.

Result of case Status of Case

Part 1 | Page 30

Annual Registration Statement

2014

Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date

24 August 2012

Tribunal Dispute Topic

Alternative Disputes Resolution Office, Thai Arbitration Institute CAT has filed a claim against DPC to pay additional remuneration for the 10th -14th concession year in addition to the interconnection charge received (gross income) before deduction of the interconnection charge paid in the amount of Baht 183 million plus penalty at the rate of 1.25 percent per month. Then, CAT has also demanded DPC to pay additional remuneration for concession year 15th in the amount of Baht 141 million plus penalty at the rate of 1.25 per month. The total claimed amount is Baht 324 million.

interResult of case

Status of Case

Pending consideration of Thai Arbitration Institute.

Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date

8 October 2012

Tribunal Dispute Topic

Thai Arbitration Institute DPC has requested the Arbitral Tribunal to order CAT to surrender the letter of guarantee for the revenue sharing of the 10th -14th concession year and prohibit CAT to claim any money from the bank. DPC also demanded CAT to pay the bank commission for the letter of guarantee including the damage for DPCâ&#x20AC;&#x2122;s reputation and financial credit in the amount of Baht 109 million.

Result of case

Status of Case

Pending consideration of Thai Arbitration Institute.

Litigant

CAT Telecom Public Company Limited (CAT)

Submitted date

28 August 2013

Tribunal Dispute Topic

Thai Arbitration Institute CAT has filed a claim against DPC to re-send the letter of guarantee for the revenue sharing of the 15th â&#x20AC;&#x201C; 16th concession year claiming that the present letter of guarantee submitted by DPC contained faulted clause and does not comply with the agreement.

Result of case

Status of Case

Pending consideration of Thai Arbitration Institute.

Part 1 | Page 31

Annual Registration Statement

2014

6. General information and other significant information 6.1 General information of the Company The Company name

: Advanced Info Service Public Company Limited

Symbol for trading

: ADVANC

Registered date on the SET

: 5 November 1991

Market capitalization

: Baht 746,246.93 million (as of 30 December 2014)

Registered capital

: Baht 4,997,459,800

Paid-up capital

: Baht 2,973,095,330

Total shareholders

: 45,640 persons (as of 18 August 2014, the latest book closing date for the rights to receive dividend)

Free float

: 36.22%

Type of business

: Provide mobile telephone service in the 900MHz and 1800MHz frequency under the digital GSM technology and 2.1GHz frequency under the digital UMTS technology

Head office

: 414 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok 10400

Registered No.

: 0107535000265

Website

: http://www.ais.co.th

Telephone

: (66) 2299 6000

Facsimile

: (66) 2299 5165

American Depositary Receipt ADR ticker symbol

AVIFY

Exchange

Over The Counter (OTC)

Depositary

The Bank of New York Mellon

ADR to ORD share ratio

1:1

ADR CUSIP number

00753G103

Part 1 | Page 32

Annual Registration Statement

2014

6.2 General information of subsidiaries and affiliates Subsidiaries Digital Phone Co.,Ltd. (DPC) 404 Phaholyothin Center Tower, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000 Fax : (66) 2299 5455 Advanced Datanetwork Communications Co.,Ltd. (ADC) (an indirect subsidiary via DPC) 408/157 Phaholyothin Place Tower, 38th Floor, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2270 1900 Fax : (66) 2270 1860 Website : www.adc.co.th Advanced Contact Center Co.,Ltd. (ACC)

Registered Capital (Million Share)

Par Value (Baht per share)

Paid-up Capital (Million Baht)

% of Investment

Service provider of digital mobile phone network in 1800MHz frequency

365.55

3,655.47

98.55

Service provider of online data communication service via telephone landlines and optical fiber

95.75

957.52

51.00 1/

Call center service

27.2

272

99.99

Service provider of payment business via mobile phone

300

99.99

Distributor of cash card business

250

99.99

International telephone service gateway

100

99.99

Network operator for international service and international telecom service operator i.e. international & national internet gateway etc.

100

300

99.99

Business

414 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000 Fax : (66) 2299 5959 Advanced MPAY Co.,Ltd. (AMP) 408/60 Phaholyothin Place Tower, 15th Floor, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2687 4808 Fax : (66) 2687 4788 Advanced Magic Card Co.,Ltd. (AMC) 414 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000 Fax : (66) 2615 3330 AIN GlobalComm Co.,Ltd. (AIN) 408/127 Phaholyothin Place Tower, 29th Floor, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000 Fax : (66) 2278 7030 Website : www.ain.co.th Super Broadband Network Co.,Ltd. (SBN) 408/157 Phaholyothin Place Tower, 38th Floor, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000 Fax : (66) 2619 8777 Website : www.sbn.co.th

Part 1 | Page 32

Annual Registration Statement

2014

Registered Capital (Million Share)

Par Value (Baht per share)

Paid-up Capital (Million Baht)

% of Investment

Importer and distributor of handsets and accessories

0.5

100

99.99

Network operator, telecom service operator, and computer system service provider. AWN received an Internet License Type I, Telecommunication Business License Type III, and 2.1GHz License from the NBTC

13.5

100

1,350

99.99

Service provider of internet

240

99.99

Operate IT, and content aggregator businesses

0.5

100

99.99

0.01

100

99.98

1291/1 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000

Operate in acquiring and/or lease building, and related facilities for telecommunications business

Advanced Broadband Network Co.,Ltd. (ABN)

Currently not start the operation

0.15

100

155)

99.98

Subsidiaries Wireless Device Supply Co.,Ltd. (WDS) 404 Phaholyothin Center Tower, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 5777 Fax : (66) 2299 5200 Advanced Wireless Network Co.,Ltd. (AWN) 408/60 Phaholyothin Place Tower, 15th Floor, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000 Fax : (66) 2687 4986

Advanced Internet Revolution Co.,Ltd. (AIR) 2)

Business

408/60 Phaholyothin Place Tower, 15th Floor, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000 Fax : (66) 2299 5200 MIMO Tech Co.,Ltd. (MMT) 1291/1 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok Tel : (66) 2299 6000 Fax Lite Co.,Ltd. (FXL)

408/60 Phaholyothin Place Tower, 15th Floor, Phaholyothin Road, Samsen Nai, Phayathai, Bangkok

Part 1 | Page 33

Annual Registration Statement

Joint Venture

Business

Clearing House for Number Portability Co.,Ltd. (CLH)

Jointly invested, operate the information system and the centralized database for the mobile number portability service

598 Q House Ploenchit Building, 6th Floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok Tel : (66) 2646 2523 Fax : (66) 2168 7744 Bridge Mobile Pte. Ltd. (BMB) 4) 750 Chai Chee Road, #03-02/03, Technopark @ Chai Chee, Singapore 469000 Tel : (65) 6424 6270 Fax : (65) 6745 9453 Information Highway Co.,Ltd.6) 52/1 Moo 5 Bang Kruai-Sai Noi Road, Bangsitong, Bang Kruai, Nonthaburi

2014

Registered Capital (Million Share)

Par Value (Baht per share)

Paid-up Capital (Million Baht)

% of Investment

0.02

100

20.00

USD 1

USD 9 Million

10.00

0.5

100

12.5

29.00

Jointly invested, provide international roaming service (incorporated in Singapore)

Transmission network provider

Notes: 1. The remaining 49% shareholding is non-related person. 2. The dissolution of Advanced Internet Revolution Co.,Ltd. (AIR) as approved by the Board of Director Meeting no.7/2014 dated 4 August 2014 is now under liquidation process. 3. The dissolution of Mobile Broadband Business Co.,Ltd. (MBB) and Advanced Mobile Broadband Co.,Ltd. (AMB) is now finished. 4. Bridge Mobile Pte. Ltd. (BMB) has reduced its registered and paid-up share to 9 million share and 9 million baht respectively (source: Accounting and Corporate Regulatory Authority (ARCA)). In this regards, such reduction did not change the percentage of investment of the Company. 5. Registered its share capital addition from 1 million baht to 15 million baht on 19 January 2015 6. Advanced Broadband Network Co.,Ltd. granted 29% stake in Information Highway Co.,Ltd. since 16 September 2014 from Super Broadband Network Co.,Ltd.

6.3 Other references Ordinary Share Registrar

Thailand Securities Depository Company Limited The Stock Exchange Thailand Building, 62, Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110 Tel : (66) 2229 2800 Fax : (66) 2359 1259 Call Center : (66) 2229 2888

Auditor

Mr. Charoen Phosamritlert Certified Public Accountant Registration Number 4068 KPMG Phoomchai Audit Limited 195, Empire Tower 48th - 51st Floor, South Sathorn Road, Sathorn, Bangkok 10120 Tel : (66) 2677 2000 Fax : (66) 2677 2222

Part 1 | Page 34

Annual Registration Statement

2014

7. Capital Structure 7.1

7.2

Registered capital and Paid up capital Registered Capital

Paid up Capital

4,997,459,800 Baht divided by Common shares 4,997,459,800 shares and par 1 Baht per share 2,973,095,330 Baht divided by Common shares 2,973,095,330 shares and par 1 Baht per share

Top Ten Shareholders (a) Top ten shareholders as of 18 August 2014, the latest book closing date for the right to receive dividend, are as follow: No.

No. of shares held

Name

INTOUCH HOLDINGS PLC*

% of shareholding

1,202,712,000

40.45

SINGTEL STRATEGIC INVESTMENTS PTE LTD

693,359,000

23.32

THAI NVDR CO.,LTD.

152,130,471

5.12

LITTLEDOWN NOMINEES LIMITED

78,659,800

2.65

STATE STREET BANK EUROPE LIMITED

50,852,638

1.71

HSBC (SINGAPORE) NOMINEES PTE LTD

50,122,604

1.69

THE BANK OF NEW YORK (NOMINEES) LIMITED

42,596,730

1.43

THE BANK OF NEW YORK MELLON

39,940,300

1.34

SOCIAL SECURITY OFFICE (2 CASE)

26,570,900

0.89

CHASE NOMINEE LIMITED 15

26,308,489

0.88

2,363,252,932

79.49

Total

Source: Thailand Securities Depository Company Limited Note: *Shin Corporation Plc. has been changed a name to Intouch Holdings Plc. since 3 April 2014

(b) Major shareholder whose behavior can influence when determining policy or handling operation, are 1.

Intouch Holdings Plc., major shareholders of Intouch Holdings Plc. as follows:

Name Aspen Holdings Ltd.1) 1)

No. of shares held 1,334,354,8252)

% of shareholding 41.62

On the list of shareholders provided by the Department of Business Development, Ministry of Commerce, information as of 7 January 2015, Aspen Holdings Limited is a company incorporated in Thailand and 99.99% owned by Anderton Investments Pte Ltd., Singapore. Shareholding as of 27 August 2014, the latest book closing date

2. SingTel Strategic Investments Pte Ltd holds 23.31% directly in AIS, and 0.01% via OCBC Nominees. The shareholder of SingTel Strategic Investments Pte Ltd is No. Name % of shareholding 1 Singtel Asian Investments Pte Ltd* 100.00 * Singtel Asian Investments Pte Ltd is 100% hold by Singapore Telecommunication Limited (Source: Accounting and Corporate Regulatory Authority (ARCA), Singapore as of 19 January 2015)

Part 2 | Page 1

Annual Registration Statement

2014

Agreements between major shareholders and the Company concerning topics which affect the issuance of securities or management of the Companyâ&#x20AC;&#x2122;s operations. - None -

7.3

Dividend Policy The Company aims to pay dividend at least 100% of net profit twice a year. The first of which shall be paid as interim as a result of operation during the first half of the year as approved by the Board of Directors and will be reported to the next general meeting of shareholders whereas the remaining thereof as annual payment which shall be approved by shareholdersâ&#x20AC;&#x2122; meeting as a result of operation in the second half year. As regards each subsidiary, dividend payment shall be based upon its operating results, financial conditions and other material factors. In all cases, dividend payment shall be depending on cash flow, investment plan including any other future obligations of the Company and/or subsidiaries. Such dividend shall not exceed the retained earnings of the Company financial statements nor adversely affect the Company and subsidiaries ongoing operations. Historical Dividend in 5 consecutive years is as follows: Historical Dividend

2010

2011

2012

2013

2014

Total Dividend Payment (Baht per share)

12.92

8.43

10.90

12.15

12.00

1. Interim Dividend

3.00

4.17

5.90

6.40

6.04

2. Annual Dividend

3.92

4.26

5.00

5.75

5.96

3. Special Dividend

6.00

Dividend Payout Ratio

187%

113%

93%

99.58%

99.01%

Part 2 | Page 2

Annual Registration Statement

2014

8. Management Structure Management Structure of Advanced Info Service Public Company Limited As of 31 December 2014 Nomination and Corporate Governance Committee

Board of Directors Leadership Development and Compensation Committee

Executive Committee Sustainable Development Committee2) Chairman of Executive Committee Mr. Allen Lew Yoong Keong

Audit Committee Chief Executive Officer Mr. Somchai Lertsutiwong 1)

Chief Marketing Officer Mr. Somchai Lertsutiwong

Note:

Chief Operating Officer Mr. Hui Weng Cheong

Chief Technology Officer Mr. Kriengsak Wanichnatee

Chief Customer Officer Mrs. Vilasinee Puddhikarant

Chief Organization Development Officer Mrs. Suwimol Kaewkoon

Chief Finance Officer Mr. Pong-amorn Nimpoonsawat

Chief Audit Executive Mrs. Suvimon Kulalert

Appointed 1st July 2014 in replacement of Mr. Wichian Mektrakarn who took early retired ) Appointed 6th May 2014

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Annual Registration Statement

2014

8.1 Board of Directors and Sub-Committees

The Companyâ&#x20AC;&#x2122;s management structure comprises the Board of Directors and five sub-committees: the Audit Committee, the Leadership Development and Compensation Committee, the Nomination and Corporate Governance Committee, the Sustainability Development Committee, and the Executive Committee. The names of their members and directors as well as their meeting attendance information in 2014 is listed in the following table:

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Annual Registration Statement

2014

Attendance/Total Meetings in 2014 Title

Board of Directors

Audit Committee

Nomination and Corporate Governance Committee

 Chairman of Board of Directors  Chairman of Leadership Development and Compensation Committee  Authorized Director  Vice Chairman of Board of Directors  Member of Leadership Development and Compensation Committee  Member of Nomination  Corporate Governance Committee  Independent Director  Chairman of Sustainable Development Committee  Member of Leadership Development and Compensation Committee  Independent Director  Member of Audit Committee  Member of Sustainable Development Committee  Independent Director  Chairman of Nomination and Corporate Governance Committee  Member of Audit Committee

10/10

9/9

10/10

4/4

9/9

8/10

5/13

9/9

4/4

9/10

13/13

4/4

10/10

13/13

4/4

Ms. Jeann Low Ngiap Jong3)

 Director

7/10

Mr. Narulcha Chittreekan

   

5/10

6/10

7/9

14/14

9/10

12/14

7/10

8/13

2/4

Name Mr. Vithit Leenutaphong1)

Mr. Somprasong Boonyachai

Mr. Aviruth Wongbuddhapitak2)

Mrs. Tasanee Manorot3)

Mr. Surasak Vajasit

Mr. Allen Lew Yoong Keong4)

Mr. Ng Ching-Wah Mr. Krairit Euchukanonchai5)

    

Director Director Chairman of Executive Committee Member of Leadership Development and Compensation Committee Director Member of Executive Committee Independent Director Chairman of Audit Committee Member of Nomination and Corporate Governance Committee

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Leadership Development and Compensation Committee

Executive Committee

Sustainable Development Committee

Annual Registration Statement

2014

Attendance/Total Meetings in 2014 Name

Title

Board of Directors

Audit Committee

Nomination and Corporate Governance Committee

Leadership Development and Compensation Committee

Executive Committee

Sustainability Development Committee

Mr. Somchai Lertsutiwong4) 6)

 Director  Member of Executive Committee  Member of Sustainable Development Committee  Chief Executive Officer  Authorized Director

4/10

8/14

2/4

Mr. Wichian Mektrakarn 4) 7)

 (Former) Director  (Former) Member of Executive Committee  (Former) Member of Sustainable Development Committee  (Former) Chief Executive Officer

6/10

6/14

1/4

Mrs. Suphajee Suthumpun

 Member of Executive Committee

7/14

Mr. Kim Siritaweechai

 Member of Executive Committee

12/14

1) 2)

3) 4)

7) 8)

Appointed to be Chairman of Board of Directors in replacement of Dr. Paiboon Limpaphayom who resigned,effective from 11 February 2014 Mr. Aviruth Wongbuddhapitak resigned from Chairman of the Audit committee to be acted as Chairman of Sustainable Development Committee, effective from 6 May 2014. There were five Audit Committee meetings held before his resignation date. Mrs. Tasanee Manorot and Ms. Jeann Low Ngiap Jong are directors who expertise in account and finance. Summary profile of these two directors are shown in Appendix 1 page 1 Mr. Somprasong Boonyachai, Mr. Allen Lew Yoong Keong, Mr. Somchai Lertsutiwong, and Mr. Wichian Mektrakarn are directors who expertise in telecommunication business. Summary profile of these four directors are shown in Appendix 1 page 1-2 Appointed to be director in replacement of Dr. Paiboon Limpaphayom in the 2014 Annual General Meeting of Shareholdesr held on 26 March 2014. There were three Board meetings held before his appointment date; Appointed to be a member of Audit Committee in replacement of Mr. Aviruth Wongbuddhapitak who resigned, effective from 6 May 2014. There were five Audit Committee meetings held before his appointment date; Appointed to be a member of Nomination and Corporate Governance Committee in replacement of Dr. Paiboon Limpaphayom who resigned, effective from 6 May 2014. There were two Nomination and Corporate Governance committee meetings held before his appointment date; Appointed to be Chief Executive Officer in replacement of Mr. Wichian Mektrakarn who took early retired effective from 1 July 2014. Appointed to be director, member of executive committee, and member of sustainable development committee in replacement of Mr. Wichian Mektrakarn who took early retired effective from 27 June 2014. There were six board meeting held before his appointment date. Retired from Chief Executive Officer since 1 July 2014 and from director, member of executive committee, and member of sustainable development committee since 27 June 2014 In cases when Ms. Jeann Low Ngiap Jong and Mr. Allen Lew Yoong Keong were unable to attend the meeting, they would consider the matter under discussion and give their opinion via Video Conference or via the Chairman of the Board of Directors in order to propose their opinions to the meeting.

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Annual Registration Statement

2014

The Authorized Directors Mr. Vithit Leenutaphong and Mr. Somchai Lertsutiwong together jointly sign with the Company’s seal affixed. The Board of Directors The Board of Directors is comprised of 11 directors whose expertise and experience cover various fields. At least one director is experienced in the area of telecommunications, and at least one director is experienced in the area of finance and accounting (Details are provided in Appendix 1). In order to maintain a balance between the supervisory and management functions of the Company, the Chairman of the Board of Directors must not hold the Chief Executive Officer position simultaneously. There are 4 independent directors, representing one-third of the members, and 2 female directors sitting on the Board of Directors. The Board of Directors is representative of all shareholders, not of a particular group of shareholders. The Board of Directors has a policy whereby the controlling shareholders of the Company are proportionally represented. The Scope of Authority and Duties of the Board of Directors 1. Perform its duties with honesty, integrity and prudence in accordance with the law and the Company’s objectives and Articles of Association including the resolutions of shareholders’ meetings, and carefully protect the Company’s interests; 2. Set out the vision, policy and direction of the Company’s operations and supervise the management team to act in accordance with plans which are set out efficiently and effectively, and thereby maximize the economic value and wealth of the Company and its shareholders; 3. Consider and approve major issues such as large investments, purchase of assets etc. and any actions/transactions as prescribed by law; 4. Approve and/or agree to major related transactions between the Company and its subsidiaries in compliance with the relevant notifications, regulations and guidelines of the Stock Exchange of Thailand; 5. Assess the performance of the Chief Executive Officer and high level executives, and assign appropriate remuneration on a regular basis; 6. Be responsible for overseeing operational results and the management team’s performance to ensure due attentiveness and care; 7. Arrange appropriate accounting systems, including the production of financial reports and a reliable auditing system; oversee and monitor the effectiveness and efficiency of the internal control, internal audit and risk management systems; 8. Ensure avoidance of conflict of interests amongst the Company’s stakeholders; 9. Supervise business operations to enforce ethical work standards; 10. Annually review the Company’s corporate governance policy and assess due compliance; 11. Report on the execution of the Board of Directors’ responsibility to prepare financial reports, along with the external auditor’s report in the annual report covering key issues according to the Company’s policy statement and the Stock Exchange of Thailand’s Code of Best Practices for Directors of a Listed Company.

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Annual Registration Statement

2014

Reserved key matters for the Board’s approval Although the Board of Directors has delegated specific powers to Sub-Committees, the Chief Executive Officer and high level executives, the Board of Directors has reserved its authorization over certain matters so as to protect the highest interests of the Company and its shareholders, including: ₋ Strategy, business plan and budget ₋ Capital expenditure and expense which exceeds the approved authority of the relevant subcommittee or executives ₋ Strategic investments in new business and divestments ₋ Significant policies ₋ Material contracts ₋ Material litigation ₋ Dividend policy Independent directors shall possess the following qualifications The Company’s independent director criteria has been defined more restrictively than criteria established by the Stock Exchange of Thailand in order to avoid conflict of interest and balance the power between committee. An independent director must: 1. Holding shares not exceeding 0.5 per cent of the total number of voting rights of the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director; 2. Neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the Company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest. Audit Committee Member who shall be appointed on or after 1 July 2010 shall have ended the foregoing relationship not less than two years prior to the date of appointment; 3. Not having any business relationship with the Company, its parent company, subsidiaries, affiliates or juristic persons, which may have any conflict of interest, in any manner that may interfere with his or her independent judgment, and not be, or used to be, a substantial shareholder or controlling person in its parent company, subsidiaries, affiliates or juristic persons, that may create any conflict of interest. Any audit committee member, who may be appointed on or after 1 July 2010, shall have ended the foregoing relationship not less than two years prior to the date of appointment. The term ‘Business Relationship’ aforementioned under paragraph one, includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the Company or its counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the Company or twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Capital Market Supervisory Board Re: Rules on Connected Transactions mutatis mutandis. The consideration of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences; 4. Not being a person related by blood or registration under laws, such as in the manner of father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the Company or its subsidiary; 5. Not being a director who has been appointed as a representative of the Company’s director, major shareholder or shareholders who are related to the Company’s major shareholder; 6. Neither being nor having been an auditor of the Company, its parent company, subsidiaries, affiliates or juristic persons which may have any conflict of interest and not having been a substantial shareholder, controlling person or partner of an audit firm which employs auditors of the Company, Part 2 Page 8

Annual Registration Statement

2014

its parent company, subsidiaries, affiliates or juristic persons which may have any conflict of interest. Any audit committee member, who may be appointed on or after 1 July 2010, shall have ended the foregoing relationship not less than two years prior to the date of appointment; 7. Neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from the Company, its parent company, subsidiaries, affiliates or juristic persons which may have any conflict of interest, and not having been a substantial shareholder, controlling person or partner of the professional advisor. Any audit committee member who may be appointed on or after 1 July 2010, shall have ended the foregoing relationship not less than two years prior to the date of appointment; 8. Not conducting any business of the same nature as the Company’s or its subsidiaries’ businesses and is in competition with them in any material respect, nor being a substantial partner, shareholder holding more than one (1) percent of the voting shares, director (having management role), employee, officer or advisor (obtaining a regular salary) of any company whose business is of the same nature as the Company’s or its subsidiaries’ businesses, and is in competition with them in any material respect. 9. Not having any other manners, which may render him or her incapable of expressing independent opinions with regard to the Company’s business affairs. After having been appointed as an independent director with qualifications complying with the criteria under 1 to 9, the independent director may be assigned by the Board to take part in the business decisions of the Company, its parent company, subsidiary, affiliate, same-level subsidiary or legal entity who may have a conflict of interest, on condition that these decisions must be collective ones. The segregation of duty of the Board of Directors and management The Board of Directors governs the operations of the Company in accordance with the provisions of the law, the Company’s objectives, articles of association, the resolutions of the shareholders’ meetings, and the Corporate Governance Policy. In governing the Company, the directors must exercise their business judgment and act in what they reasonably believe to be the best interests of the Company and its shareholders. The Management is responsible for implementing the Company’s strategy, achieving the planned objectives, and handling the day-to-day administration and affairs of the Company. The segregation of duty of Chairman of the Board of Directors and Chief Executive Officer Both the Chairman of the Board of Directors and the Chief Executive Officer must be competent and have the appropriate experience and qualifications for their positions. In order to maintain a balance between the supervisory and management functions of the Company, one person cannot hold both of these positions simultaneously. The Chairman of the Board of Directors is a non-executive director and the leader of the Board of Directors. He also has the following duties: 1. Oversee and act as the link between the Board of Directors and the Committees to ensure that they function effectively, and encourage directors to improve their required knowledge and skills; 2. Consult with the Chief Executive Officer and Company Secretary to arrange the schedule and agendas of the Board of Directors’ meetings; 3. Chair and conduct the meetings of the Board of Directors and shareholders, and encourage all board members and/or shareholders to debate issues vigorously during meetings, ask questions and express opinions; 4. Ensure that the Company has effective communication with its shareholders, the public and the government; 5. Encourage constructive relations within the Board of Directors and between the Board of Directors and management. In this regard, the Chairman and the Chief Executive Officer shall interact on building good corporate governance and efficient corporate administration in order to implement the Company’s strategies, policies and directions, and achieve the planned objectives approved by the Board of Directors. Part 2 Page 9

Annual Registration Statement

2014

The Chief Executive Officer is the head and leader of the Company’s executives and responsible to the Board of Directors for managing the Company in order to achieve all strategies, policies, objectives and budgets approved by the Board of Directors. The Chief Executive Officer has the scope of authority in accordance with provisions of the law, the Company’s objectives, articles of association, and resolutions of the Board of Directors and shareholders’ meetings. The Scope of Authority and Duties of the Sub-Committees 1. The Scope of Authority and Duties of the Audit Committee 1. Review the accuracy of the Company’s financial reports in accordance with legally defined accounting principles, and to ensure that there is adequate disclosure; 2. Review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine the internal audit unit’s independence, as well as to approve the appointment, transfer, dismissal, performance appraisal and remuneration of the Chief of Internal Audit; 3. Review the Company’s compliance with the law on securities and exchange, SET’s regulations, and the laws relating to the Company’s business; 4. Consider, select and nominate an independent person to be the Company’s external auditor, and propose the auditor’s remuneration. The Audit Committee shall hold the meeting with the external auditor without management in attendance, at least once a year; 5. Review the policy on the engagement of an external audit firm to provide non-audit services for the Company; 6. Review all Connected Transactions, or any transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and regulations of the SET, and are reasonable and beneficial to the Company; 7. Review whether the Company has established an appropriate and effective risk management system; 8. Review and approve the Charter of Internal Audit activities, annual audit plan and activities of Internal Audit, and coordinate with the external auditor; 9. Prepare, and disclose in the Company’s annual report, the Audit Committee’s report which must be signed by the Audit Committee’s Chairman and consist of at least the following information: (1) An opinion on the accuracy, completeness and creditability of the Company’s financial report; (2) An opinion on the adequacy of the Company’s internal control system; (3) An opinion on the compliance with the law on securities and exchange, SET’s regulations, or the laws relating to the Company’s business; (4) An opinion on the suitability of the auditor; (5) An opinion on any transactions that may lead to conflicts of interests; (6) The number of Audit Committee meetings, and the attendance of such meetings by each committee member; (7) An opinion or overview comment received by the Audit Committee regarding its performance of duties in accordance with the charter; and (8) Other transactions which, according to the Audit Committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s Board of Directors; 10. Continue the inspection when the external auditor informs of any suspicious circumstance whereby the director, manager or any person responsible for the operation of such juristic person commits an offence under the Security and Exchange Act, and the Audit Committee shall report the result of preliminary inspection to the Office of the Securities and Exchange Commission and the external auditor within thirty days from the date reported by the external auditor; 11. Report the performance of the Audit Committee to the Board of Directors at least four times a year. In its performance of duties, if it is found or suspected that there is a transaction or any of the following acts which may materially affect the Company’s financial condition and operating results, the Audit Committee shall report it to the Board of Directors for rectification within the period of time that the Audit Committee deems fit; (1) Any transaction which causes any conflict of interest; or (2) Any fraud, irregularity, or material defect in an internal control system; or (3) Any infringement of the law on securities and exchange, SET’s regulations, or any law relating to the Company’s business, Part 2 Page 10

Annual Registration Statement

2014

If the Company’s Board of Directors or management fails to make a rectification within the period of time specified under the first paragraph, any Audit Committee member may report on the transaction or act under the first paragraph to the Office of the Securities and Exchange Commission or SET; 12. Have the authority to invite concerned executives, management and officers of the Company to express opinions, attend meetings or deliver documents as deemed necessary; 13. Engage consultants or independent persons to provide opinions, advice or work, if necessary; 14. Review the Company’s compliance with Reporting and Investigation of Misconduct and Fraud and Whistleblower Protection Policy, and consider all concerns of misconduct or fraud and the final investigation report quarterly, and be one channel to receive complaints according to such policy; 15. Review and evaluate the scope of the performance of the Audit Committee on an annual basis; 16. Review this charter annually and make proposals to the Board of Directors for approval if changes are needed; and 17. Perform other duties as assigned by the Board of Directors of the Company with the consent of the Audit Committee. 2. The Scope of Authority and Duties of the Leadership Development and Compensation Committee 1. 2.

3. 4. 5.

6. 7. 8.

10. 11. 12. 13. 14. 15. 16.

Fix appropriate annual remuneration in monetary and/or non-monetary form for the Board of Directors, committee members, and high level executives for the benefit of shareholders as a whole; Prepare policy and guidelines to designate appropriate remuneration of the Board of Directors and high level executives to be proposed to the Board of Directors and/or the shareholders’ meetings for approval; Review and approve the Company’s performance in order to determine the annual KPI bonus and merit-based salary increase across the Company; Consider and approve the Long Term Incentive Plan and related practices; Consider and approve the performance evaluation of the Chief Executive Officer of the Company and its subsidiaries and those high-level executives who report directly to the Chief Executive Officer in order to determine their bonus, merit-based salary increase and long term incentives; Consider and approve the annual bonus allocation of the Board of Directors; Disclose policies governing the directors’ remuneration including principles/purposes and objectives in the annual report; In conjunction with the Chief Executive Officer, identify and evaluate potential successors for the Chief Executive Officer position of the Company and its subsidiaries and those high level executives who report directly to the Chief Executive Officer, and report annually to the Board of Directors on executive succession planning; In conjunction with the Chief Executive Officer, introduce succession planning policies for the Chief Executive Officer position of the Company and its subsidiaries and those high level executives who report directly to the Chief Executive Officer; Oversee the annual performance review evaluation process for the Chief Executive Officer and executives; Engage consultants or independent persons to provide opinions or advice if necessary, especially on leadership development; Be accountable to the Board of Directors and under obligation to explain its decisions at the shareholders’ meetings, and answer any questions that may arise; Review and reassess the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval; Regularly report the performance of the Audit Committee to the Board of Directors as well as any material issues that merit the Board of Directors’ attention; Have the authority to invite concerned management, executives and officers of the Company to express opinions, attend meetings or deliver documents as deemed necessary; and Take any other action that may from time to time be assigned or delegated to the Committee by the Board of Directors.

3. The Scope of Authority and Duties of the Nomination and Corporate Governance Committee 1. Designate criteria and policy with respect to the nomination of Board members and committee members of the Company;

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Annual Registration Statement

2014

2. Supervise implementation of the policy on the good corporate governance of the Company, annually review such policy including making recommendations of any revision thereof for further consideration by the Board of Directors; 3. Consider and nominate appropriate persons to become Board members and/or committee members to be proposed to and approved by the Board of Directors and/or at shareholders’ meetings, as the case may be; and 4. Perform other tasks as designated by the Board of Directors. 4. The Scope of Authority and Duties of the Sustainable Development Committee 1. Define policy, strategy, operating target and sufficient budget including any other relevant action in connection with sustainability development and propose to the Board of Directors for approval; 2. Propose any material issues of the Company in connection with sustainability development to the Board of Directors for consideration; 3. Ensure that the implementation of sustainability development policy and strategy meets the target; 4. Advise and assist the Chief Executive Officer concerning the sustainability development operations; 5. Report the sustainability development performance to the Board of Directors; 6. Review the sustainability development report and make proposals to the Board of Directors for approval; and 7. Perform other tasks as designated by the Board of Directors. 5. The Scope of Authority and Duties of the Executive Committee 1. Formulate the Company’s strategic direction, management structure, and annual business plan and budget for the Board of Directors’ approval; 2. Monitor the Company’s financial and operating results, and keep the board members informed by monthly report; 3. Review and approve all transactions concerning investments and disposal of assets, human resource management, finance and treasury, general administration and any other transaction related to the Company’s business within the limits of authorization granted by the Board of Directors; 4. Delegate the Committee’s authority to any member of the management or staff as it deems appropriate. However, such authority does not permit the Committee or appointed persons to approve any transaction between them or related persons having mutual benefits or conflicts of interest (as prescribed in the Company’s Articles of Association and Notifications of the Securities and Exchange Commission). The approval for transactions shall be made in accordance with the policies and principles already determined by the Board of Directors and regulatory bodies; 5. Report to the Board of Directors on a quarterly basis regarding the material actions taken by the Committee under the Chairman of the Executive Committee Report agenda; 6. Annually evaluate its own performance and assess the adequacy of this Charter which may be simultaneous with the performance evaluation of the Board of Directors and other Sub-Committees; and 7. Take any other action that may from time to time be assigned or delegated to the Committee by the Board of Directors. In addition to the Board of Directors and the Sub-Committees, the Company supports the performance of the Board of Directors with the following management team: Management Team 1) 1. 2. 3. 4. 5. 6. 7. Notes:

Mr. Allen Lew Yoong Keong Mr. Somchai Lertsutiwong2) Mrs. Suwimol Kaewkoon Mrs. Vilasinee Puddhikarant Mr. Hui Weng Cheong Mr. Pong-amorn Nimpoonsawat Mr. Kriengsak Wanichnatee 2

Chairman of Executive Committee Chief Executive Officer2) and Chief Marketing Officer Chief Organization Development Officer Chief Customer Officer Chief Operating Officer Chief Finance Officer Chief Technology Officer

List of Management Team members as at 31 December 2014 was prepared in accordance with their definitions as stipulated in the notification of the Office of Securities and Exchange Commission.

Appointed to be Chief Executive Officer in replacement of Mr. Wichian Mektrakarn who took early retired effective from 1 July 2014.

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Annual Registration Statement

8.2

2014

Nomination of Directors and Management

8.2.1 Criteria and procedure for director nomination 1. The Nomination and Corporate Governance Committee is responsible for identifying and selecting qualified candidates to be appointed by the Board of Directors or proposed through the Board of Directors for election at the shareholders’ meetings in accordance with the Company’s Articles of Association. To identify director candidates, the Nomination and Corporate Governance Committee may use the following sources: - Nominations made by minority shareholders of qualified candidates for election as directors; - Recommendations from current board members and professional search firms; - The IOD director pool; 2. The Nomination and Corporate Governance Committee is responsible for annually reviewing the skills and characteristics required of directors in the light of the Board of Directors’ compositions and the Company’s current and future business directions. The Committee must develop a skill matrix to identify gaps in the Board of Directors’ current profile and make recommendations accordingly. In conducting this review, the Committee will also consider required skills and capabilities as well as diversity in term of skills, experience, knowledge, independence, age, and gender. 3. In determining whether to recommend a director for re-election, the Nomination and Corporate Governance Committee will consider relevant factors such as the director’s performance, history of attendance at and participation in meetings, and other contributions to the activities undertaken by the Board of Directors. In the case of independent directors, their respective independence qualifications shall also be considered. The appointment of the Board members shall comply with the Company’s Articles of Association and all relevant laws. Selection of the directors shall be transparent and clear. 4. In the shareholders’ meeting: (1) Each shareholder shall be entitled to one vote for each shareholding; (2) Each shareholder shall be entitled to cast all the votes as defined under (1) to elect one or several persons to be the Company’s director(s) but cannot split their votes for any particular person or persons; (3) Persons who receive the highest number of votes, arranged in order from highest to lowest in a number equal to that of the number of directors to be appointed, are elected to be the Company’s directors. In the event of a tie at a lower place, which would make the number of directors more than required, the Chairman of the meeting shall have the casting vote. In the case of a vacancy in the position of director, for reasons other than the completion of the term, the Board of Directors shall appoint a new director, with the required qualifications, and without any characteristics that would prohibit him/her from acting as director, to serve as a new director in the next board meeting, excluding such case where the remaining term is less than two months. Such appointed director shall assume the position for the remaining term of the vacating director. To approve such new director appointment, a resolution must be passed by not less than three-fourths of the total remaining directors. The Company provides an opportunity for minority shareholders to nominate qualified candidates for election as the Company’s directors in advance, at least three months prior to the fiscal year end date. The information is published as an SET Announcement and on the Company’s website and includes the criteria and consideration procedure. In 2014, no minority shareholder nominated a candidate for directorship. 8.2.2 Nomination of Management The Nomination and Corporate Governance Committee shall nominate the suitable person(s) to be appointed as the Chief Executive Officer and other management positions which report directly to the Chief Executive Officer, including the preparation of a succession plan relating thereto. In this regard, the Nomination and Corporate Governance Committee shall seek to recruit the qualified person(s) either internally or externally with support from professional consultants if required.

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Annual Registration Statement

2014

In addition, the Company shall prepare the succession plan of the high level executives (AVP up) by identifying the suitable persons to hold such positions, and shall utilize the human resource development and management system to prepare the subordinates for succession. In 2014, the Board of Directors agreed with the Leadership Development and Compensation Committee’s recommendations to nominate the Chief Executive Officer according to the Company’s succession plan in the Board of Directors’ meeting no.5/2014. 8.3

Term of Directors

8.3.1 Term of Directorship (1) According to the Public Companies Act B.E. 2535 and the Articles of Association, at the annual general meeting of shareholders, one-third of the directors shall vacate office. If one-third is not a round number, the number closet thereto shall be the applicable number. The directors who have held office the longest shall vacate. The vacating directors may be re-elected. (2) In the case of a vacancy in the position of director, for reasons other than the completion of the term, the Board of Directors shall appoint a new director, with the required qualifications and without any characteristics that would prohibit him/her from acting as director, according to article 68 of the Public Companies Act B.E. 2535, to serve as a new director in the next board meeting, excluding such case where the remaining term is less than two months. Such appointed directors shall assume the position for the remaining term of the vacating director. 8.3.2

Term of Membership of Audit Committee (1) A Committee Member shall serve for a term as long as they are serving on the Board of Directors. A retiring member may be re-elected. For a committee member who has completed a total of nine years, or three consecutive terms, the Board of Directors shall review their respective independence qualifications each year. (2) A Committee Member who wishes to resign during his or her term of office must give notice to the Chairman of the Board of Directors. The resignation date is effective upon the Company receiving the notice in order that the Board of Directors can appoint a qualified director(s) in replacement. The Board of Directors must fill the vacancy within 90 days from the date on which such Committee Member resigned. In the case that all members vacate office except otherwise by reason of disqualification or as prohibited by law, the Audit Committee shall remain in office as necessary until a new Audit Committee is appointed.

8.3.3

Term of Membership of Other Sub-Committees (1) Members of the Committees may hold their posts for as long as they are serving on the Board of Directors. Any Member who vacates office at the end of their term may be re-elected. (2) In addition to section (1), membership of the Sub-Committees will be automatically cancelled in the following situations: - Death; - Resignation; - Being disqualified as sub-committee; - Removal from office by resolution of the Board of Directors;

8.4 Remuneration for Directors and Management The Company has specified the remuneration for directors at a rate similar to the industry standards, which is considered to be appropriate to retain quality directors within the Company. The remuneration for the directors and management is in accordance with the Company’s operational performance and the performance of the individuals. The Leadership Development and Compensation Committee will determine necessary and appropriate remuneration in both monetary and non-monetary terms for the Company’s directors, members of the subcommittees, and the Chief Executive Officer, including executives reporting directly to the Chief Executive Officer. Additionally, the Directors’ Compensation Survey published by the Stock Exchange of Thailand and the Thai Institute of Directors Association shall be considered annually. The remuneration for directors and members of the sub-committees shall be proposed, respectively, to the Board of Directors meeting and the Company’s general shareholders’ meeting, which is held on an annual basis.

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Annual Registration Statement

8.4.1

2014

Directorsâ&#x20AC;&#x2122; remuneration

Total monetary remuneration for the Chairman of the Board of Directors, independent directors, and non-executive directors totaling 8 persons was Baht 24.94 million. The remuneration was paid from 2014 operating results as approved by the general meeting of shareholders, held on 26 March 2014, in an amount not exceeding that approved by the shareholders and which was comprised of monthly allowances, meeting allowances and bonus payments. The criteria of payment are the same as those of year 2013.

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Annual Registration Statement

2014

Directors’ remuneration for the year 2014 Director

Monetary Remuneration (Baht) Monthly Retainer

Meeting Allowance

Bonus

Board 

Chairman

300,000





Member

75,000

25,000



Audit Committee 

Chairman

25,000





Member

25,000



Other Sub-Committees

Notes:



Chairman

10,000

25,000





Member

25,000



1) Directors who are executives or employees of the Company or its shareholders are not entitled to receive such remuneration. 2) Chairman of the Board of Directors is not entitled to receive an additional monthly retainer or meeting allowance when he or she holds any membership of the sub-committees.

The remuneration for 8 directors in year 2014 is as follows: Name

Position (No. of Attendance)

Monthly Retainer

Meeting Allowance

(Baht)

Bonus from 2014 Operating Results

Others

(Baht) Mr. Vithit Leenutaphong1)

Chairman of the Board of Directors

Dr. Paiboon Limpaphayom1)

Chairman of the Board of Directors

3,100,000

100,000

2,400,000

51,356

264,286

1,007,419

675,000

2,200,000

903,387

725,000

1,900,000

42,018

825,000

675,000

1,900,000

51,356

825,000

525,000

1,500,000

51,356

Mr. Ng Chong Wah

Chairman of Sustainable Development Committee Member of Leadership Development and Compensation Committee Chairman of Nomination and Corporate Governance Committee Member of Audit Committee Member of Audit Committee Member of Sustainable Development Committee Director Executive Committee

Mr. Narulcha Chittreekan

Director

825,000

125,000

1,000,000

Mr. Krairit Euchukanonchai2)

Chairman of Audit Committee Member of Nomination and Corporate Governance Committee

885,484

425,000

1,900,000

59,793

8,635,576

3,250,000

12,800,000

255,878

Mr. Aviruth Wongbuddhapitak

Mr. Surasak Vajasit

Mrs. Tasanee Manorot

Total Notes:

Mr. Vithit Leenutaphon was appointed to be chairman of the board of directors in replacement of Dr. Paiboon Limpaphayom who resigned, effective from 11 February 2014 2) Mr. Krairit Euchukanonchai was appointed to be director in the 2014 annual general meeting of shareholders, held on 26 March 2014

Part 2 Page 16

Annual Registration Statement

2014

Management’s remuneration

8.4.2

The Leadership Development and Compensation Committee shall prepare guidelines and policy to designate appropriate remuneration and consider a long-term incentive plan for the Chief Executive Officer and high level executives on an annual basis. The remuneration for the management shall be in accordance with the Company’s short-term and long-term operational performance, the performance of the individuals, and leading group standards and guidelines which are considered to be appropriate to motivate and retain quality executives within the Company. In 2014, the total amount of remunerations for eight (8) executives of the management team was calculated at Baht 75.48 million or 1.28% of total amount of remuneration for employee of the Company, and was comprised of salary, bonus and provident fund and other benefits 8.4.3

Other remuneration

To enhance the Company’s sustainability for long-term growth and to promote mutual benefits between the Company, its shareholders and the management team, the Company has issued warrants to be converted into the Company’s ordinary shares to the management. This is pursuant to the Performance Share Plan. The details are as follows: The first year of the program in 2013 Offer price per unit

Baht 0 (zero Baht)

Term

Not exceeding 5 years from the date of issuance and offering

Exercise Price

Baht 206.672 per share (unless there is an adjustment to the exercise price as prescribed under the terms and conditions of the warrants)

1st Period of Exercise Date :

1 June 2016, entitled to exercise their rights to purchase once a year

The second year of the program in 2014 Offer price per unit

Baht 0 (zero Baht)

Term

Not exceeding 5 years from the date of issuance and offering

Exercise Price

Baht 211.816 per share (unless there is an adjustment to the exercise price as prescribed under the terms and conditions of the warrants)

1st Period of Exercise Date :

1 June 2017, entitled to exercise their rights to purchase once a year

As defined by the notification of the Office of Securities and Exchange Commission, the members of the management team who were granted the warrants are as follows: Name

The Amount of Warrants (unit) 2013

Percentage of Total Warrants

2014

Percentage of Total Warrants

Total

Mr. Somchai Lertsutiwong

Units

19,824

4.89

29,816

4.38

49,640

Mr. Wichian Mektrakarn 1)

Units

29,900

7.37

42,700

6.28

72,600

Mrs. Suwimol Kaewkoon

Units

18,064

4.45

27,116

3.99

45,180

Mrs. Vilasinee Puddhikarant

Units

20,764

5.12

29,816

4.38

50,580

Mr. Pong-amorn Nimpoonsawat

Units

21,664

5.34

29,816

4.38

51,480

Mr. Kriengsak Wanichnatee

Units

7,564

1.86

31,216

4.59

38,780

Note: 1) Retired since 1 July 2014

Part 2 Page 17

Annual Registration Statement

2014

8.5 Company Secretary Mr. Chavin Chaivatcharaporn, appointed as company secretary, shall have the duties and responsibilities as designated by the Board of Directors as follows: (1) Organizing the Board of Directors’ meetings, sub-committee meetings and shareholders’ meetings of the Company (2) Organizing the Board of Directors’ meetings and shareholders’ meetings of the Company’s subsidiaries (3) Preparing, updating and presenting the corporate governance policy of the Company to the Nomination and Corporate Governance Committee for their approval (4) Preparing and retaining documents as stipulated by laws (5) Performing other assignments as requested by the Board of Directors and/or its sub-committees. 8.6 Head of compliance As Head of Compliance, Ms. Nattiya Poapongsakorn is responsible for overseeing the Company’s operations and transactions to ensure that the company is in compliance with SET/SEC regulations for listed companies and other enforcements related to public company limited acts. In this regard, the credentials of the company secretary and head of compliance are provided in Appendix 1 page 3.

Part 2 Page 18

Annual Registration Statement

2014

8.7 Personnel As at December 31, 2014 the Company and its subsidiaries consisted of a total personnel of 11,369 persons (including temporary staff). The Company Key departments Operations Solutions Customer Service and Management Marketing Service Operations Corporate Finance Support Regional Operations Regional Operations - Central Regional Operations - East Regional Operations - North Regional Operations - North East Regional Operations - South Total

Employees (persons) 217 23 268 134 545 5 12 9 14 12 10 1,249

AMP / ADC / AIN / WDS / SBN / AWN / FXL / MMT / AIR Employees (persons) AMP 30 ADC 2 AIN 24 WDS 520 SBN 297 AWN 4,949 FXL 129 MMT 1,550 AIR -

Total

ACC

DPC Employees (persons) 4

Key departments MD-ACC Office Customer Contact Center Quality Assurance Management High Value Customer Service Enterprise & Partner Service Management Contact Center Analysis & Enhancement Resource Management Total

7,501

1,750 82 390 231 85 42 2,584

Key departments Accounting and Credit Management Marketing and Sale Engineering Support

Total

Employees (persons) 5 25 5

In 2014, the total amount of compensation for all employees of the Company and its subsidiaries was Baht 6,226 million, comprising salary, bonus, special rewards and provident fund payments. Further details of remuneration policy is shown in AIS sustainability report 2014, page 34.

Part 2 Page 19

Annual Registration Statement

2014

8.8 People development policy AIS is committed to enhancing our employees’ capacity for development as a key strategy and objective of the company. In order to drive the organization to sustainable development with a professional culture, we keep our promise to employees that “AIS is ready to grow together with you” and that we are ready to support all personnel to produce quality work and deliver value added products and services to our customers. We also build a strong bond between employees and the company under our learning organization principle. This makes AIS the “right” organization for all employees. AIS encourages and supports learning processes for employees’ career development and for the creation of a quality working environment for employees. In order to do so, we create a policy of following a comprehensive organizational human resource development principle, which includes “Learn to Know, Learn to Do, Learn to Be and Learn to Live Together”. Employees will gain knowledge, competence and the capacity to prepare them for changes and competition in the Digital Life era of the telecommunication industry. We create and develop “New Abilities” for our employees throughout the organization and encourage them to have a “Fighting Spirit” in order to be prepared to “Win the War”. This can be achieved through a cooperative approach of “Care and Share” in terms of knowledge, information and understanding of the differences of individuals who work with the same business objective. Employees will be able to offer products and services that are modern and varied to meet all customer requirements. From this, customers will be able to choose products and services that match their needs. As a result, the company will have more opportunities to increase its market share and competitive advantage in the industry. 1. Creating development plans that fit with the capacity and career aspirations of employees on individual, group and project levels. Employees will have a career path and progression that support successor identification and group development. In return, it provides our company with continuation of organisational objectives. 2. Encouraging self-learning among employees and knowledge sharing through a variety of learning channels and methods. Employees can share their knowledge via Knowledge Management Portal, the company intranet system, and create a practitioner community for exchanging knowledge among employees. These channels are for the benefit of employees to improve themselves, their co-workers, their actual duty and our organisation.

Part 2 Page 20

Annual Registration Statement

2014

9. Corporate Governance 9.1 Corporate Governance Policy The corporate governance policy can be divided into 5 categories as follows: 1. Board of Directors 2. Rights and Equitable Treatment of Shareholders, and Role of Stakeholders 3. Disclosure of Information and Transparency 4. Internal Control and Risk Management Systems 5. Code of Business Ethics The Company has kept all directors, executives, and employees informed of the corporate governance policy in compliance with good practices since 2002, including communicating the policy to shareholders and outsiders via the Company’s website (i.e. http://investor.ais.co.th) for their acknowledgement and monitoring of the policy. The Board of Directors has authorized the Nomination and Corporate Governance Committee to supervise the implementation of the corporate governance policy and annually review such policy so as to incorporate it into the Company’s everyday business operations and in accordance with the rules and regulations of the Securities Exchange of Thailand. The latest revision also complies with the guidelines of the ASEAN CG Scorecard. The policy has been consistently communicated to directors, executives, and employees for their awareness and to facilitate its incorporation into the Company’s normal business operations. Furthermore, the Company has provided insiders/outsiders with a channel for reporting any illegal activities, acts of misconduct or unethical practices in the Company, while also granting protective measures for whistleblowers in accordance with the Whistleblower Policy. 9.2 Performance Report on Corporate Governance Chapter 1 The Board of Directors The Board of Directors is composed of eleven (11) legally qualified experts with wide ranging leadership, vision, expertise and experience in various fields including the telecommunications industry. The Board of Directors has the freedom to consider any matter critical to the business direction of the Company. By stipulating that more than one third of the Board of Directors be independent directors and more than half non-executive directors, the Board of Directors contributes to the absolute benefit of the Company’s shareholders as a whole. In addition, the Chairman of the Board of Directors and Chief Executive Officer shall not be the same person nor have any genetic or business relationship. The Company has separated the roles and responsibilities of the Chairman of the Board of Directors and the Chief Executive Officer. Also, key matters which have a significant impact on business performance require the Board of Directors’ approval. Details of the names and composition of the Board of Directors, the criteria for selection, nomination process and appointment of directors, definition of Independent Directors, and the separation of the roles and responsibilities of the Chairman of the Board of Directors and the Chief Executive Officer are listed in “Management Structure” on page 5-14. Independent directors of the Company must have the qualifications prescribed in the corporate governance policy which are beyond the qualifications required by the Office of Securities and Exchange Commission. Details of the independent directors’ qualifications are listed in the corporate governance policy posted on the Company’s website (i.e. www.ais.co.th). The Board has set up five (5) committees. Details of Board of Directors and committee structure, including membership and the responsibilities of each committee, are listed in the “Management Structure” section on page 5-6 and 10-12 Board of Directors’ Meetings The Board of Directors’ meetings are scheduled in advance annually at least two (2) months before the year end so as to ensure that all directors are able to attend all meetings. When deemed necessary, the Chairman of the Board of Directors may call extraordinary meetings. Notice of Board of Directors’ meetings and all

Part 2 | Page 21

Annual Registration Statement

2014

supplementary documentation are circulated to the Board of Directors at least seven (7) days before each meeting so that each director shall have sufficient time to analyze the information in advance. In case of there being no Board of Directors’ meeting in any particular month, the Company Secretary will provide the Board of Directors with the monthly operating report for their acknowledgement. Details of the meeting attendance are listed in the “Management Structure” section on page XX. The Chairman of the Board of Directors presides over the meetings and ensures that sufficient time is allocated for directors to discuss and express their opinions freely on each item on the agenda. In addition, the relevant management also provides the necessary information for the Board of Directors’ consideration. After each Board of Directors’ meeting, the Company Secretary shall be responsible for circulating the relevant Board of Directors’ minutes within fourteen (14) days. Non-Executive Directors Sessions The audit committee and other non-executive directors shall conduct meetings without the presence of executives at least once a year. This is to provide an opportunity to discuss any subjects of interest related to the business operations of the Company. Succession Plan The Board of Directors has developed a succession plan for the Company’s Chief Executive Officer and executives in order to maintain the confidence that the Company’s business operations shall continue without interruption when these positions become vacant. The Board of Directors has authorized the Nomination and Corporate Governance Committee to set up the succession plan which shall be reviewed, updated and reported to the Board of Directors annually. Communication with Management The Company Secretary shall act as the coordinator between directors and the management team, while the Internal Audit Office shall act as the coordinator between audit committee and management team. The Company shall not obstruct communication between directors and management. However, this access and communication shall not interfere with or interrupt the Company’s normal business operations. Remuneration The remuneration for the Company’s directors shall reflect their duties, responsibilities and contribution, and be comparable to industry standards and companies of a similar size, which also reflects the Company’s overall operation performance as well as that of each individual’s performance. The Leadership Development and Compensation Committee will determine adequate and appropriate remuneration for each person and propose this to the Board of Directors and the shareholders on an annual basis for their approval. Training and Development for Directors, Executives and Company Secretary A newly-appointed director has been provided with all necessary business information about the Company required to perform their fiduciary duties. The training and development programs, paid for by the Company, have been constantly attended by the directors, senior executives and company secretary to ensure that they have all the necessary skills and knowledge required to perform their duties efficiently. In 2014, the training and development programs taken were as follows: Attendee Chairman of the Board

Date June 2014 (2 days)

Company Secretary

April 2014 (2 days)

Program Role of the Chairman

June 2014 (4 days) July 2014 (2 days) October 2014 (2 days)

Facilitator Thai Institute of Directors Anti-Corruption Program Thai Institute of Directors Fundamental Practice for Thai Institute of Corporate Secretary Directors Director Certification Thai Institute of Directors Role of the Thai Institute of Compensation Directors Committee

Part 2 | Page 22

Annual Registration Statement

2014

Board and Chief Executive Officer Assessment The Board of Directors’ self-evaluation The Board of Directors evaluates its own performance annually in order to assess and improve the directors’ own fiduciary duties and their compliance with corporate governance policy. 

Criterion

The evaluation form consists of two (2) key components. Component I: The evaluation is related to the following six (6) aspects of its operation: (i) Board of Directors’ structure and qualifications of the Board of Directors; (ii) The roles, duties and responsibilities of the Board of Directors; (iii) Board of Directors’ meetings; (iv) The Board’s performance; (v) Relationships with management; (vi) Directors’ self-development and executive development. Component II: The opinions and suggestions provided by the Board of Directors so as to identify special issues in its performance or any aspects of the Company’s operation. 

Procedure

The Company secretary will propose the form to directors every year, then gather and report the result of assessment to the Board of Directors for consideration. Evaluation of the Chief Executive Officer’s Performance The Leadership Development and Compensation Committee is responsible for setting CEO performance targets and evaluating performance against the annual targets in order to determine the CEO’s compensation. Chapter 2

Rights and Equitable Treatment of Shareholders, and Role of Stakeholders

The Board of Directors respects the shareholders’ rights and has a duty to protect the benefits of every shareholder equitably regardless of whether they are retail, foreign, institutional or major shareholders. Every shareholder is entitled to the rights and equitable treatment detailed below. - The right to receive share certificates and to make share transfers, and to be sufficiently informed of operating results and management policy on a timely basis. - The right to receive a share of profit by way of receiving dividend payments equally according to the individual’s shareholding percentage. For the holders of Company’s debentures, the Company pays interest in accordance with the interest rate and payment schedule specified in the prospectus. - The right to participate in a meeting, to vote, and to make recommendations on decisions concerning major corporate action. - The right to elect or dismiss directors. - The right to participate in and be adequately informed on decisions about the Company’s fundamental changes, etc. Annual General Shareholders’ Meeting The Company recognizes the rights and equitable treatment of shareholders. Accordingly, the Board of Directors ensures that the Company organizes annual shareholders’ meetings in accordance with the laws, good practice and good corporate governance as follows: Before the meeting date 1. The shareholders are entitled to propose items for inclusion on the meeting agenda and nominate qualified person(s) to be considered and appointed to be directors at the shareholders’ meeting. For the 2014 annual general shareholders’ meeting, this entitlement was from 1 October 2013 to 31 December 2013, three (3) months in advance of the annual general shareholders’ meeting, the rules and procedures of which are posted on the websites of the Stock Exchange of Thailand and the Company. Nonetheless, the Company did not

Part 2 | Page 23

Annual Registration Statement

2014

receive any proposed items for inclusion on the agenda nor any director nominations prior to the expiry of the said period. 2. The shareholders are entitled to elect members of the Board of Directors, fix directors’ remuneration, appoint the Company’s auditor, fix the auditor’s fee, dividend payments, and other entitlements as stipulated in all relevant law. The Company prepares the meeting notice including the purpose and rationale for each item of the agenda, Proxy Form B, supplementary documentation, and the procedure for making queries both in Thai and English versions, and posts said information on the Company’s website thirty (30) days prior to the meeting date and also publishes said information on the Stock Exchange of Thailand’s website, including delivering these documents and proxy forms to shareholders twenty one (21) days prior to the meeting date. 3. The shareholders are entitled to raise questions thirty (30) days prior to the meeting date by posting their questions on the websites of the Company and the Stock Exchange of Thailand. 4. In addition to Proxy Form B enclosed with the meeting notice, the Company prepares Proxy Form A and Proxy Form C, which shareholders can download from the Company’s website to support the shareholders who cannot attend the meeting themselves by granting proxy to their representatives or an independent director. At least two (2) independent directors shall be assigned to take proxy for shareholders who will not attend the meeting. The names, credentials and qualifications of the assigned independent directors will be stated in the meeting notice. 5. The Company liaises with institutional investors at least fourteen (14) days prior to the meeting date to verify the shareholding data and encourage them to attend the meeting either through their authorized representatives or by granting proxy to the assigned independent directors. On the meeting date 1. The Company encourages the shareholders, including the institutional investors, to attend and participate in all shareholders’ meetings. The annual general meeting of shareholders of 2014 was held at Vibhavadi Ballroom, Centara Grand Central Plaza Ladprao from 2:00 p.m. to 5:00 p.m. The meeting venue was appropriate for the large number of shareholders and convenient in terms of transportation and access. The Company assigned sufficient staff to facilitate the shareholders’ meeting registration with a barcode system and the process to attend the meeting. 2. The Chairman of the Board of Directors, the Audit Committee, the Nomination and Corporate Governance Committee, the Leadership Development and Compensation Committee, and the Executive Committee including senior executives attended the meeting so as to address and clarify any queries or concerns of the shareholders. 3. The Company conducted the meeting transparently by inviting an independent legal consultant to supervise the voting. 4. The Chairman presided over the meeting in sequence in accordance with the meeting agenda stated in the meeting notice without adding any additional matters and allocated sufficient time for shareholders to present any queries on each item in the agenda. Prior to the onset of the meeting, a company representative explained the meeting procedure and voting method to the shareholders. 5. The Company issued voting cards for each item on the agenda. For the director appointment item, the voting related thereto was organized on a one-by-one basis. The barcode system facilitated faster vote counting to speed up the process and also ensure information accuracy and reliability. 6. Participants were informed of the voting results for each agenda item and received the voting scores without any objection. 7. The Company provided an AGM quality assessment and used a quality assessment score to improve the process and efficiency of the next AGM. After the meeting 1. The Company notifies the resolutions and voting results of the meeting to the Stock Exchange of Thailand promptly, including posting those resolutions on the Company’s own website. 2. The Company secretary prepares the minutes of the meeting and posts them on the Company’s website within fourteen (14) days after the meeting date. The minutes cover all material facts in compliance with the good corporate governance of the Stock Exchange of Thailand and such publications are posted on the stock exchange’s website.

Part 2 | Page 24

Annual Registration Statement

2014

Communication with Stakeholders The stakeholders may provide any suggestions or report any illegal or unethical action of any director, executive or employee through: 1. Company Secretary Office Advanced Info Service Public Company Limited 414, 28th Floor, Intouch Tower, Phaholyothin Rd, Samsen Nai, Phayathai, Bangkok 10400 E-mail: companysecretary@ais.co.th 2. Audit Committee E-mail: AuditCommittee@ais.co.th 3. Investor Relations Tel: (66) 2299 5117 Fax: (66) 2299 5165 E-mail: investor@ais.co.th All suggestions, complaints or reports shall be forwarded to the related departments and all actions taken shall be reported to the Board of Directors. Role to Stakeholders The Company is aware of the rights of every group of stakeholders, irrespective of whether they have rights as customers, partners, communities, society, or the environment. As a result, the Company has established a policy of providing guidelines for all stakeholders according to legal rights and sustainable co-existence guidelines in the Company’s sustainability development policy, code of business ethics, and personnel management policy, as well as in a variety of other relevant policies of the Company. Additionally, the Company also designates appropriate guidelines and internal control systems to prevent corruption in the organization, and assigns the Business Ethic Committee to operate measures or activities for creating the awareness of such matters among employees and partners of the Company. In this respect, the shareholders can study the guidelines for 4 groups of the Company’s stakeholders – community, partners, employees, and customers - and the guidelines on the environment from the sustainability development report 2014. Additionally, the Company still places emphasis on the participation of stakeholders in mutually examining the transparency of business operations in compliance with good corporate governance policy and the code of business ethics, inclusive of the guidelines on anti-corruption. If any of the Company’s employees know of such a violation, he/she can notify the Company via the Ethics online channel or the Nokweed system. In the case of external stakeholders, he/she can notify the Board of Directors via the Audit Committee at AuditCommittee@ais.co.th. In this regard, the matters so notified shall be further brought into the factfinding processes, and the informant shall receive the best possible protection from the Company. The shareholders can study additional information from the “Whistleblowers Policy” as posted on the Company’s website i.e.http://investor.ais.co.th Chapter 3 Disclosure of Information and Transparency 1. The Company discloses the Company’s financial and non-financial information, such as article of association, memorandum of association, risk management policy, financial statements, and analysis and performance report, in accordance with the relevant laws and regulations accurately, completely, punctually, and transparently to all shareholders and investors. As such, the investors can have confidence in the Company’s reliability and integrity. The Company has issued an information disclosure policy applicable to all directors, executives and employees of the Company and its subsidiaries. 2. The Company has set up an Investor Relations Department to be responsible for communicating material information to shareholders, investors, analysts and other stakeholders. In addition, the Company has set up a Compliance Unit to ensure that all material information of the Company is properly disclosed through various channels such as the Company’s website, the Stock Exchange of Thailand’s website, and this annual report. The communication and disclosure of material information shall comply with the principles stipulated in the information disclosure policy and corporate governance policy. The Investor Relations Department can be contacted at: Part 2 | Page 25

Annual Registration Statement

Telephone

(66) 2299 5014, (66) 2615 3112

Facsimile

(66) 2299 5165

E-mail

investor@ais.co.th

2014

Website http://investor.ais.co.th 3. The Company has specified a period of non-communication with analysts and investors (silent periods) with respect to financial results, including not holding press conferences or disclosing financial information publicly by executive and/or investor relation officers, at least thirty (30) days prior to the specified announcement date so as to avoid any unfair treatment and possibly affecting the Company’s share price. Chapter 4

Internal Control and Risk Management Systems

As the Board considers the internal control, audit and risk management systems crucial for protecting the shareholders’ investment capital and the Company’s assets, it has therefore set up relevant policies, measures and supervising departments, the details of which are listed in the “Internal control, Internal audit and Risk management” section on page 30 Chapter 5

Code of Business Ethics

The Company encourages all directors, managers, and officers to work and conduct business activities transparently and in compliance with laws, business integrity and ethics. The Code of Business Ethics is part of the corporate governance policy which establishes the guidelines and standards of conduct for all employees in the organization. Employees are required to sign and acknowledge the code of business ethics upon commencing employment and upon any code revision. In this regard, the shareholders can study the details in the full version of the Code of Business Ethics at http://investor.ais.co.th The Business Ethics Committee was established in 2006 to oversee the implementation of the Code of Business Ethics and compliance with the Corporate Governance Policy. The Company shall create awareness and conduct campaigns for directors, executives, and employees, who shall operate their work honestly, taking into account the benefits of the Company and its stakeholders. In 2014, the Business Ethics Committee conducted activities to encourage the compliance of business ethics as follows: 5.1 Make an awareness campaign about conflict of interest for managements, employees and partners The directors, executives and employees may, from time to time, experience a conflict of interest while performing their duties. As a result, the Business Ethics Committee has set up campaigns so as to encourage executives, employees and business partners to be aware of the importance of business ethics, and to create moral values for employees to consider, based upon their own decision. The campaigns were conducted by way of: -

Giving lectures to executives and employees including providing Q&A sessions in meeting rooms

Communicating with employees via mass communication methods such as posters in the Company’s common areas

Sending letters to business partners to notify them of the Company’s policy in relation to the receipt of gifts and the participation in business social events

Thereafter, the Business Ethics Committee has assessed the effectiveness of the campaign by requesting executives and employees to complete tests via the intranet so that the campaigns in relation thereto could be improved in the future. Further, the Business Ethics Committee has set up a channel so as to address and clarify any queries concerning the business ethics of the Company. The employees can contact the committee by e-mail at aisbusinessethics@ais.co.th

Part 2 | Page 26

Annual Registration Statement

2014

5.2 Investigation and punishment Enforcing a Code of Business Ethics is very important; good governance practices are an essential part of the successful running of the business. The Committee has established appropriate punishment for offenders and ensured protection of the identity of any person reporting an act of unethical conduct. In 2014, there is only 1 breached case against code of business ethics, decreased by 2 cases in previous year. Detail is shown below: Case 1

Unethical Conduct Accepting a gift of more than the nominated value from a customer, failing to hand over the gift to the Company, and failing to report the incident to a superior.

Action After investigation by the Business Ethics Committee, Internal Audit, and Human Resources Management, disciplinary punishment was imposed in accordance with the Company’s regulations.

9.3 Participation in Thailand’s Private Sector Collective Action against Corruption - CAC On December 16, 2013, the Company signed Thailand’s Private Sector Collective Action Coalition against Corruption (CAC) to jointly declare its intention to counter corruption and not to accept any dishonesty in consequence of the Company’s business operations or the operations in the organization. The Company aims to operate its businesses with honesty and transparency in compliance with laws related to anti-bribery and anti-corruption and with the good corporate governance policy of the Company because organizational corruption is a risk to the sustainable growth of business operations. The Company is aware of anti-corruption in every form without exception and shall not participate in corruption, either directly or indirectly. Every director, executive, and employee of the Company shall adhere to and comply with the anti-corruption policy. In addition, the Company also arranges campaigns and communicates appropriate knowledge to the related parties both inside and outside the organization in a continuous manner via the Business Ethics Committee. At present, the Company’s application for a certificate of membership is formally under the process of consideration. 9.4 Monitoring the Business Operations of Subsidiaries and Associated Companies The Board of Directors has appointed directors in its subsidiaries proportionate to the number of shares held for the purpose of monitoring each subsidiary’s business operations for the best interest of shareholders. The appointed directors shall have the same responsibilities as those of directors or executive directors of the parent company and shall perform their duties in compliance with good corporate governance policy, related party transaction policy, etc. All subsidiary transactions which may significantly affect the business operation or financial status of the Company must be reviewed and approved by the Board of Directors of the parent company. In order to present the financial information and operating results of the subsidiaries, the Company has assigned the same auditing office that provides auditing services for the Company to perform audits and present the financial and non-financial information of the Subsidiaries in the consolidated financial statements of the Company. Positions held by directors and executives in the subsidiaries are shown in Appendix 2. 9.5 Policy on Use and Disclosure of Inside Information The Company is strongly committed to the responsible and transparent use of internal data under best practices for the betterment of Company operations. In doing so, the Company is resolved to adhering to the principles of good corporate governance and business integrity while facilitating equal access to complete, reliable, and updated internal information for all investors and concerned parties. Accordingly, the Company monitors and tracks all of the internal data usage and trading securities procedures of directors, executives, and employees to ensure conformance with the Securities and Exchange Act and business transparency. Outlined below are some of the key points of the policy:

Part 2 | Page 27

Annual Registration Statement 



2014

Directors, executives, and employees at all levels are forbidden from using internal data containing crucial information that would have a significant impact on the stock price and which has not yet been declared to the public or the Stock Exchange of Thailand for trading to the advantage of themselves or others. Furthermore, the aforementioned parties are to avoid or refrain from trading the Company’s stock for 1 month prior to the announcement date of the Company’s results. The Company is responsible for announcing information to the public regarding key Company decisions and/or actions, instantly and thoroughly, via appropriate and acceptable media to ensure that all data and information are accessible to stakeholder groups in a timely manner. Release of such information must be handled through the Investor Relations Department and Public Relations Department and in a manner congruent with the rules and regulations set out by the Stock Exchange of Thailand and Disclosure Policy. Directors and executives shall report ownership of all securities issued by the Company, including those that pertain to self, spouses, and/or underage children, to the Securities and Exchange Commission and to the Board of Directors on a quarterly basis. The Company maintains a strict policy regarding computer system usage and electronic information security in order to protect crucial information from unauthorised release. Misuse of internal Company data by directors, executives, or employees is considered a serious breach of Company policy and, in warranted cases, offenders will be prosecuted to the fullest extent of the law. Before the announcement of the Company’s results, internal data are restricted to related departments including: Accounting, Finance, Investor Relations, and Compliance. The Investor Relations Department is forbidden from discussing forward-looking statements or making any comments on information pertaining to the following 6 months in order to comply with the SET rules and international best practices; however, the long-term view regarding the Company’s strategic direction and business trends can be discussed. The Investor Relations Department is obliged to declare quiet periods to investor communities one month ahead of the results announcement date. During the corporate silence period, the Company refrains from answering any inquiries with regard to the upcoming financial results and Company guidance. Exceptions are made only for the discussion of factual business information, clarifications of disclosed information, new events concerning share price sensitive information, and long-term business operations. Any arranged meetings with analysts and/or investors are not encouraged in this period, and shall strictly be confined to discussions on longterm business operations only.

The Company has a Disclosure Policy outlining the official procedures for information disclosure. The policy is developed based on the principles that the disclosure of corporate information shall be in compliance with applicable legal and regulatory requirements. Disclosure of all corporate information shall be accurate, adequate, timely and consistent, regardless of whether it has a positive or negative impact on the Company, the investors, or the market. All non-public information shall be disclosed in a manner which ensures fair and equitable access by all investors. The policy stipulates responsible positions, levels of disclosure, and communication procedures. The policy reinforces the standards of disclosure and follows the principles of market efficiency. 9.6 Audit fee and non-audit fee In 2014, the Company had the audit fee and quarterly review fee of total Baht 5.63 million and the audit fee and quarterly review fee of its subsidiaries was Baht 4.70 million. The Company had a non-audit fee of total Baht 170,000.

Part 2 | Page 28

Annual Registration Statement

2014

10. Our business in a sustainable way AIS is committed to operate business in a sustainable way with our considering the impact we made to the society and environment as well as the expectation of our key stakeholders i.e. communities, partners, customers, and our people. We have established the sustainability policy and strategy to guide and shape the way we do business. We are striving to build trust and gain license to operate from all Thais under the ultimate goal, “The Most Admired Company”. To allow all key stakeholders to understand more about our way of sustainable business, we published “AIS sustainability report 2014” in accordance to the Global Reporting Initiatives revision 4 (GRI G4). Within this report, we have disclosed our sustainable business policy, strategy, material issues and management approach. Our sustainability report is available on website at http://investor.ais.co.th and upon request in hard copy.

Part 2 | Page 29

Annual Registration Statement

2014

11. Risk Management, Internal Control, and Internal Audit Risk Management The Company has Enterprise Risk Management Policy and Framework which covered all operations and all employees in order to manage risks to an acceptable level including encourages employees to take continuous personal responsibility for self-assessing risk (Further information of risk-assessment are shown in page 33) and developing internal control systems to strengthen the effectiveness of the internal control and risk management systems. The Company has proper and effective risk management systems, aligned with the integrated framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO). AIS Risk Management Framework & Procedure

1.Set Objective

6.Monitor

2.Identify Events

5.Control Activities

3.Assess Risks

4. Risk Response

The Company emphasizes the importance and value of risk management by appoints the Chairman of the Executive Committee as the Chairman of the Risk Management Committee, together with the Chief Executive Officer and senior management as members of the committee, responsible for established risk management policy and framework, including identify risk, assess and rate the risks, define risk management concept, and assign responsibilities to those in charge of managing and controlling the risks to its risk appetite levels. This enabled the Company to accomplish its goals and strategies and create confidence for all shareholders and stakeholders. The Risk Management Committee continuously revises any changes to any risk factors. The Company set up Risk Management working structure as picture below:

Part 2 | Page 30

Annual Registration Statement

2014

Chief Executive Officer responsible to implement risk management policy and framework throughout the Company via Management of each department and employees in order to set risk management objectives, identify and manage risk at operation level. Chief Executive Officer continuously monitors risk management result to ensure the effectiveness and efficient of risk management system to accomplish the Company’s goals and strategies. In addition, The Risk Management Committee follows up the accomplishment of risk management by considering the management action plans and the reliable measured results of the plans. At each meeting, the responsible management reports the results of risk management approach which identified in the previous meeting to the Risk Management Committee to discuss whether risk level has been successfully mitigated, thus resulting in effective risk management. Every quarter, the Risk Management Committee submits risk management report results to the Audit Committee, the Board of Directors and the Executive Committee for closely monitoring to ensure that its risk appetite is acceptable and the Company is able to accomplish its goals. Internal Control Amidst the current rapidly changing business environment and models, AIS is dedicated to designing and implementing efficient internal control system, and conducting them in a continued effectiveness manner. The internal control system must be agile in adapting to changes, driving the Company to the goals efficiently and effectively. Having a good internal control system is an important mechanism for the Company’s achievement of objectives and success. The Board of Directors has delegated to the management, executives, and all personnel the joint-responsibilities to select, develop, and implement appropriate controls – mitigating operational, reporting, and compliance risks – in their operations considering the costs and the benefits. The internal controls reduce the risks to acceptable level giving assurance that AIS achieves its objectives in relation to the missions and strategies. The Company applies the Internal Control – Integrated Framework of The Committee of Sponsoring Organizations of the Treadway Commission (COSO) comprising 5 components and 17 principles to the Company’s operation, management, and internal control system. In the Board of Directors meeting no. 2/2015 on 5 February 2015, the directors have assessed the adequateness of the Company’s internal control system in accordance with the Securities and Exchange Commission Thailand (SEC) and concluded that the overall internal control system is adequate and effective. Part 2 | Page 31

Annual Registration Statement

2014

In 2014, the Company’s external auditor, KPMG, evaluated the effectiveness of the Company’s internal control system and concluded that there was no material internal control weakness. AIS system of internal control consists of 5 components and 17 principles as follows: Control Environment 1. AIS demonstrates commitment to integrity and ethical values. The Code of Business Ethics has been formally established in relation to the fair and transparent business operations responsible to every stakeholder including society and the environment. There are stipulations prohibiting actions which may have conflict of interests or damage the Company. The Business Ethics Committee strengthens the Company’s awareness, plans trainings, corresponds to any inquiry, and makes interpretations relating to the Code of Business Ethics, to ensure that directors, management, and all personnel understands and are able to comply with them accordingly. Processes are in place to communicate the Code and relating penalty clauses to all personnel and external parties. The Whistle Blowing Policy has also been established to provide secured complaint channels to both internal and external parties – via internal ‘Nokweed’ and external ‘AuditCommittee@ais.co.th’ – in order to prevent, detect, and remedy frauds and misconducts in a timely manner. The complaints are investigated by appointed investigation teams and the results are reported to the Audit Committee and/or the Board of Directors. Proper penalties are charged. And the internal control system is improved to prevent the future occurrence. The Internal Audit Office has been appointed to assess understanding and evaluate adherence to the Code. The Business Ethics Committee annually reports its performance to the Executive Committee and periodically revises and updates the Code to include possible or new incidents. 2. The Board of Directors oversees AIS system of internal control independently. The board consists of more than one-third independent directors. Its members are experts, skilled, and qualified to oversee the development and performance of internal control which includes the control environment, the risk assessment, the control activities, the information and communication, and the monitoring activities. The authorities and responsibilities of the board and each committee are clearly defined and segregated from the management. 3. AIS establishes clear structures, reporting lines, authorities, and responsibilities aligning with business model and legal environment to maximize efficiency and effectiveness of operations and internal controls. Crucial segregation of duties among structures provides checks and balances. Authority in management and operating levels are clearly defined, assigned, and limited. 4. AIS demonstrates commitment to attract, develop, and retain competent personnel. Relating policies and procedures have been clearly established and periodically assessed for their implementation effectiveness. The Company established mentoring process allowing supervisors to give consults to their subordinates on improvement. Succession plans for personnel in essential positions are defined and in place. 5. AIS enforces each personnel’s accountability for achievement of their assigned internal control responsibility through reporting lines directives, and communication of clear policies and procedures to enable strict conformance. Supervisors are also required to, by themselves, assess and assure the effectiveness of internal controls under their supervision (Control Self-Assessment: CSA). The Board of Directors and the management establish and communicate clear performance evaluation procedures and performance measures to motivate and reward performing personnel, and to manage any non-performances. The performance measures include adherence to the Code of Business Ethics, achievement of short-term and long-term objectives, and achievement of internal controls. Process is in place to adjust performance pressures of the management and personnel in case that they are excessive and possibly resulting in frauds or internal control’s cutting corners.

Part 2 | Page 32

Annual Registration Statement

2014

Risk Assessment 6. AIS specifies objectives with sufficient clarity to enable the identification and assessment of risks relating to objectives. For example, objectives are categorized as follows:  Goals are clearly stated and practical. They support and are align with the Company’s missions and strategies.  The Company’s resources are managed and utilized efficiently and economically to achieve established objectives.  The Company’s assets, information, reputation, and personnel are safeguarded.  Process, policies, and procedures are continuously improved and updated benchmarking relevant international standards.  Financial and non-financial reporting are accurate, reliable, and timely. Financial reporting accurately and completely complies with the generally accepted accounting principles, represents the Company’s financial position and rights and obligations, and has full disclosures, reflecting activities and performances of the Company.  Internal and external regulations, policies, and laws relating to the Company’s business are being adhered to.  CSA is properly implemented in crucial processes. 7. AIS identifies and analyzes all types of risk in both corporate and operational levels which may affect achievement of the objectives. Internal and external factors are considered to identify and analyze strategic risk, operational risk, reporting risk, compliance risk, and information technology risk. The Company assesses the significance of risks based on impact and likelihood of risk occurring. The management and personnel are involved in the risk management process and consideration of risk responses which include risk acceptance, avoidance, reduction, and sharing. The Company supports and develops the risk awareness and risk management in each department with assisting tools such as ERM and CSA. 8. AIS assesses fraud risk and establishes measures to prevent and detect frauds especially in high-fraud-risk processes such as processes relating to cash, inventory, procurement, financial reporting etc. The Company performs an analysis to identify irregular financial ratios, continuously monitors for irregular business transactions, implements various assets safeguarding measures, and launches the whistle blower program. In addition, the Audit Committee scrutinizes information and questions the management on likelihood of fraud occurring and measures implemented to prevent, detect, or remedy frauds. AIS is developing systematic fraud risk management in order to manage all types of internal and external fraud risks which include loss of assets, fraudulent financial reporting, corruptions, management overrides, misappropriate or misuse of assets. 9. AIS identifies and analyzes significant changes in the external environment, the business model, and leadership which may affect the business, internal controls, and financial reporting. Appropriate responding measures to those changes have been prepared and established. Control Activities 10. AIS selects and develops control activities aligned with the Company’s risks and specific characteristics such as the business environment, complexity, nature, and scopes of operations, covering all relevant business processes and levels of activities. There are considerations on a proper mix of control activity types, a balance of manual and automated controls, and an integration of preventive and detective controls. Conflicted duties such as transaction recording, authorizing, approving, and assets handling are also segregated to provide proper checks and balances. 11. AIS selects and develops general controls over technology to help ensure that the Company’s IT systems are always available, protected from unauthorized access, and supporting achievement of management’s objectives. Examples of the controls are:  Technology infrastructure controls: centralized technical infrastructure operations, IT system change management, business continuity management program etc.  Security management controls: access rights controls, security controls, system and network irregularity monitoring, information security management system’s external assessment etc.

Part 2 | Page 33

Annual Registration Statement

2014

 Technology acquisition, development, and maintenance controls: strict system procurement process,

internal and outsourced system developer management and competency program, revision of system development manual, system source code control etc. 12. AIS deploys control activities through clear policies and procedures to let personnel understand what the management expects and how to implement the controls correctly. Competent personnel who are responsible, steps and timing of implementation, and corrective actions on matters identified as a result of the controls are established. The policies and procedures are periodically reassessed for continued relevance and effectiveness. The Company has established policies to ensure that all business decisions are approved based on the Company’s interest, and on an equitable agreement with independent parties (arm’s length transaction). The associated companies and subsidiaries are subjected to the equivalent policies and are monitored by their directors or management appointed by the Company. Information & Communication 13. AIS uses relevant and quality information to support internal control. Data is gathered from internal and external considering costs and benefits. The data are gathered and processed by information systems into information supporting the functioning of internal control. The Board of Directors receives sufficient information for the decision making in the meetings in a timely manner 7 or 14 days before the meetings as stipulated by laws and regulations. The information includes relevant details, backgrounds, options, and effects to the Company. In the meetings, each director’s opinions, recommendations, observations, inquiries, disagreements, and reasoning are recorded for subsequent board assessment. 14. AIS has an internal communication system to relay internal control’s objectives, policies, procedures, and accountabilities to every level of personnel in every department nationwide. Various communication channels are selected appropriately for the communication efficiency and effectiveness. For examples, there are communications via the intranet, newsletters, ‘CEO Talk Weekly in Somchai’s style’, and confidential Whistle Blower hotline. The Company reports material information to the Board of Directors. The board members have access to and can request reviews of any information needed to exercise their oversight responsibilities. They can freely communicate with the external auditors, internal auditors, and other established contact persons other than the senior management. Extraordinary formal or informal meetings with the management can also be arranged. 15. AIS has an efficient communication system with external stakeholders using proper channels to support internal control. For examples, there are communications via the internet, social media, investor relations, service quality complaint centers, and Whistle Blower hotline to the Audit Committee via AuditCommittee@ais.co.th. Monitoring Activities 16. AIS instructs managers and supervisors in every department to continuously monitor for deficiencies of the internal control to ascertain the continued effectiveness of 5 components and 17 principles of the internal control. There are also separate evaluations from independent parties such as internal auditors or external quality assessors. The frequency of the evaluations varies on rate of changes occurring. 17. When the internal control deficiencies are identified, AIS evaluates their significances and communicate them to responsible parties for timely corrective actions. Material deficiencies and their correction progress are reported to the Board of Directors and the senior management as appropriate. Fraud incidents or clues, violation of law, or any other irregularities which may materially affect the Company’s reputation or financial position will be immediately informed to the Board of Directors.

Part 2 | Page 34

Annual Registration Statement

2014

Internal Audit The Internal Audit Office performs its duties independently from the management. It reports functionally to the Audit Committee and administratively to the Chief Executive Officer. Supporting the Company’s achievement of objectives and goal, the office evaluates the efficiency and effectiveness of the internal control, risk management, governance system, and also provides consultation. The annual audit plan is approved by the Audit Committee. The risk based audit approach is applied focusing on issues which remain high risks to the Company’s objectives and goals, key control points, and fraud prevention measures. The Office utilizes international-standard auditing techniques benchmarking against ASEAN internal audits. The Internal Audit Office is another secured channel to report misconduct and fraud. All case tipped by internal staffs or external parties will be act on in accordance with the Whistle Blower Policy. The case results are quarterly reported to the Audit Committee. In its role relating to COSO 2013, the Office provides training on the internal control – integrated framework to departments and other companies in the Group; and gives consults relating to the SEC questionnaire on internal control. The Office also evaluates internal control system of every audited process according to the COSO 2013 framework. In its role relating to CSA, the Office facilitates CSA implementation by offering counseling and group training workshops (CSA Facilitator) and evaluates the effectiveness of CSA implementation by the supervisors (CSA Validation). In its IT system role, the Office provides recommendations during the development of business systems to ensure that sufficient and circumspect internal controls are in place before the launch. The Office also audits information security management system in the Company per compliance with ISO 27001:2013 standard. The Internal Audit Office adheres to the International Professional Practices Framework and the internal audit charter. The Office revises the internal audit manual and conducts the internal audit’s quality self-assessment on an annual basis. It also receives the external assessment every five years. And in the last external assessment in 2011, it was rated ‘generally conforms with the international standards’ and ‘performed remarkably well in relation to the qualitative benchmarking against high performing internal audit functions internationally’. This enhances the Company’s reputation and supports sustainable development of internal control, risk management, and governance system, adding value to the stakeholders. The Chief Audit Executive (CAE) acts as the secretary to the Audit Committee supporting their oversight responsibilities and accountability which are assigned by the Board of Directors to the Audit Committee. Additionally, the CAE gives advices relating to the internal control, risk management, business ethics, information security etc. (Further information about the CAE is in appendix 1 page 3) The Internal Audit Office encourages all internal audit staffs to be integrated auditors who can perform various aspects of audits which include business, information technology and engineering systems audits; and be innovative in developing more effective audit techniques. There is also a strong focus on staffs’ professional development. At present, there is a total of 29 professional certificates which are eight Certified Internal Auditors (CIA), five Certified Information System Auditors (CISA), one Certified Information Systems Security Professional (CISSP), eleven Certification in Risk Management Assurance (CRMA), three Certified Public Accountants (CPA) and one Tax Auditor (TA) in the Internal Audit Office. The remaining staffs are studying CIA, CISA, CRMA, CCSA (Certification in Control Self-Assessment), and CFE (Certified Fraud Examiners).

Part 2 | Page 35

Annual Registration Statement

2014

12. Related Transactions The Company and its subsidiaries have entered into related transactions with connected persons. All of these related transactions are made in the ordinary course of business and on general trading conditions. To be aligned with the Security and Exchange Act (No. 4) B.E. 2551, Article 89/12 (1), the Companyâ&#x20AC;&#x2122;s Board of Directors has approved in principle, on 13 August 2008, that the management shall have the authority to undertake the related transactions, whereas those transactions are transactions with general trading conditions. The approval of the above transactions shall not constitute such authority to allow the director, an executive, or a related person to approve with a conflict of interest. For approval process, the related transactions shall be processed in the same practice as other general trading transactions with outside parties with the authorized executives designated and empowered to endorse up to a certain limit of budget according to their respective rank and position. The Audit Committee of the Company and its subsidiaries is responsible for reviewing the related transactions every quarter to ensure that no conflict of interest will be occurred in order to maximize the overall companyâ&#x20AC;&#x2122;s benefits. The practice and disclosure about the related transactions have been followed up strictly under the notifications or rules of the Stock Exchange of Thailand. For the fiscal year ended 31 December 2014 and 2013, the Company and its subsidiaries had the related transactions in which the auditors had disclosed in the notes to audited financial statements and these transactions have been reviewed by the Audit Committee. The Audit Committee had an opinion that all related transactions are reasonable and based on the normal course of business. The Company charges / purchases products and services with related parties at reasonable prices and those prices are comparable to the market rate with general trading conditions. Details of related transactions are as follows;

Part 2 | Page 36

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company 1. Intouch Holding Company Limited (INTOUCH) / INTOUCH is a major shareholder, holds 40.45%, and has joint directors

Consolidated

Company

Rational and necessity

Consolidated

The Company and its subsidiaries provide mobile services and handset sales to INTOUCH.

The Company and its subsidiaries charge service fee and sale handset at the same rate as with external customers.

1. Mr. Somprasong Boonyachai 2. Mr. Vithit Leenutaphong 1. Service income 2. Other income

0.02

0.67

0.42

0.80

0.45

0.19

0.43

3. Other service expenses

3.62

3.57

1.71

0.42

5. Other payables

0.78

0.04

0.09

6. Trade accounts receivable

0.01

0.24

1.71

4. Interest expenses

2014

Part 2 Page 37

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company 2. Thaicom Public Company Limited (THAICOM)/ INTOUCH is a major shareholder, holds 41.14%, and Mr. Somprasong Boonyachai is a joint director.

Consolidated

Company

Rational and necessity

Consolidated

The Company leases satellite transponder on the Thai Com 1A from THAICOM and contract will effective until 21 June 2015. The Company pays US$ 1,700,000 per year.

THAICOM is the only satellite operator in Thailand. The Company is charged at the same rate as with external customers.

The Company and its subsidiaries provide domestic and international phone services, handset sales and space for transponder equipment installation to THAICOM. 1. Service income 2. Other income 3. Rental and service expenses 4. Accrued expenses 5. Trade accounts receivable 6. Accrued income

2014

0.73

2.73

1.62

2.90

0.46

0.24

58.26

66.37

51.30

9.03

4.51

0.01

0.05

0.10

0.03

0.10

Part 2 Page 38

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company 3. Matchbox Company Limited (MB)/ INTOUCH is a major shareholder, holds 99.96%, and Mr. Somprasong Boonyachai is a joint director.

Consolidated

Company

Rational and necessity

Consolidated

The Company and its subsidiaries hire MB as an agency to provide publicity for the Group products/ services to customers through various media on a job-by-job basis. The Company and its subsidiaries provide mobile and handset sales to MB.

MB is a creative advertising agency with good understanding of the Groupâ&#x20AC;&#x2122;s products & services and maintaining information as strictly confidential. Advertising fee is comparable to other agencies.

. 1. Advertising and other service

25.05

283.72

470.92

1,340.77

2. Other payables

0.61

29.38

15.35

55.99

3. Accrued expenses

9.67

65.88

45.49

325.47

0.01

expenses

4. Trade accounts receivable

2014

Part 2 Page 39

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company 4. Teleinfo Media Company Limited (TMC)/ INTOUCH is an indirect major shareholder.

Consolidated

Company

Rational and necessity

Consolidated

The Company and its subsidiaries hire TMC to provide the following services;

TMC has a specialization in providing information for content on mobile.

1) Furnishing information or content on mobile phone such as astrology, lotto, and comic story.

- The Company and its subsidiaries pay service fee (Content on mobile) by the percentage of revenue. Rate is charged at the same rate as with other content providers.

2) Outsourcing call center The Company and its subsidiaries pay service fee on monthly basis. The Company and its subsidiaries provide mobile services and handset sales to TMC. 1. Service income

- Outsource call center fee is comparable to other call center providers. 1.18

1.81

2.85

2.89

0.61

3. Service expenses

3.13

39.12

15.54

50.36

4. Trade accounts payable

0.12

2.11

0.71

2.20

5. Other payables

0.02

6. Accrued expenses

4.97

4.29

0.47

0.68

0.73

2. Other income

7. Trade accounts receivable

2014

Part 2 Page 40

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company 5. I.T. Applications and Services Company Limited (ITAS) / INTOUCH is a major shareholders, holds 100% and Mr. Somprasong Boonyachai is a joint director.

Consolidated

Company

2014

Rational and necessity

Consolidated

The Company and its subsidiaries hire ITAS to provide SAP solution and application development, and design and advertise the Group products/service on website.

ITAS provides SAP application development and improvement, including maintenance services. The services are timely and rapidly while the service fee is reasonable.

The Company provides mobile services to ITAS. 1. Service income

0.01

2. Other income

0.08

0.30

88.13

4. Trade accounts payable

3.06

5. Accrued expenses

15.33 -

0.03

3. Service expenses

6. Trade accounts receivable

Part 2 Page 41

ITAS charges the Company and its 0.01 subsidiaries at comparable rate to other SAP consultant companies. 0.08 The service charge depends on the 69.05 type of work and the level of - consultant. 7.01 0.03

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company

Consolidated

Company

Rational and necessity

Consolidated

The Company and its subsidiaries enter into an agreement with companies of SingTel group for the joint international Roaming SingTel is a major shareholder of operation. The Company pays the the Company, holds 23.32%. salary and remuneration to Singapore Telecom International Pte Ltd. (STI) for sending its operational staff. The expense is charged on an actual basis.

The International Roaming with SingTel is under the ordinary course of business since the Company and its subsidiaries provide international mobile service to foreign operators.

6. Group of SingTel Strategic Investments Private Limited (SingTel) /

Both parties charge each other at the accepted price by deduct profit from their customers. STI has an agreement with the Company that STI needs to provide operational staff to help the Company for management and any technique. The Company and its subsidiaries pay the service fee to STI by the actual basis according to the agreement.

1. Service income

77.67

434.59

514.20

593.26

2. Service expenses

32.72

470.84

233.21

468.97

3. Salary and other remuneration

84.41

57.38

4. Trade accounts payable

20.34

21.37

21.74

11.61

10.07

11.80

23.62

56.78

16.62

93.80

95.77

8. Other receivable

0.11

0.02

9.Accrued income

2.41

28.48

30.18

5. Other payables 6. Accrued expenses 7. Trade accounts receivable

2014

Part 2 Page 42

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company

Consolidated

Company

Rational and necessity

Consolidated CSL provides expertise on internet service by connecting internet data from local to worldwide through network.

7. CS Loxinfo Public Company The Company and its subsidiaries Limited (CSL) / hire CSL for providing the internet INTOUCH is an indirect major service by connecting the network within and outside the country, and shareholder. selling internet prepaid card through its distribution channel.

The Company and its subsidiaries are charged at the same rate as with external customers.

The Company and its subsidiaries provide mobile services, handset sales and datanet equipmentâ&#x20AC;&#x2122;s rental to CSL.

1. Service income

0.65

12.55

1.17

41.73

5.81

1.32

3. Rental and service expenses

3.75

8.25

3.81

4.15

4. Trade accounts payable

0.34

0.39

0.36

5. Other payables

0.04

6. Accrued expenses

0.34

0.05

2.42

0.05

6.28

8. Other receivable

0.01

9. Accrued income

0.99

2.06

2. Other income

7. Trade accounts receivable

2014

Part 2 Page 43

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company

Consolidated

Company

Rational and necessity

Consolidated ADV has a specialization in designing and creating website with variety contents which suit to the Company and its subsidiariesâ&#x20AC;&#x2122; need.

8. AD Venture Public Company The Company and its subsidiaries Limited (ADV) / hire ADV to provide content and INTOUCH is an indirect major value added service for mobile phone to customers such as game, ringtone, shareholder. wallpaper and etc. by charging per month.

The Company and its subsidiaries pay service fee (Content on mobile) by the percentage of revenue. Rate is charged at the same rate as with other content providers.

The Company and its subsidiaries provide mobile services, software mall and handset sales to ADV.

1. Service income

18.89

19.48

16.30

16.32

2. Other income

0.72

1.46

3. Service expenses

332.23

0.03

481.91

4. Trade accounts payable

22.77

38.03

5. Accrued expenses

22.06

39.03

1.19

1.65

2.47

0.02

6. Trade accounts receivable 7. Accrued income

2014

Part 2 Page 44

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company 9. DTV Service Company Limited (DTV)/ INTOUCH is an indirect major shareholder.

Consolidated DTV has a specialization in media service on satellite and distribute satellite dish, use via by television and internet.

The Company provide mobile services to DTV.

3. Trade accounts receivable

INTOUCH is an indirect major shareholder.

Company

Rational and necessity

The Company hired DTV to advertising on satellite television.

1. Service income 2. Service expenses

10. Lao Telecommunications Company Limited (LTC)/

Consolidated

0.06 0.90

0.13 1.20

The Company is charged at the same rate as with external 0.13 customers. 1.40

0.01

The Company and its subsidiaries have cooperated with LTC to provide international roaming.

LTC, the telecommunications service provider in Laos, provides fixed line, mobile phone, internet, and international roaming services.

1. Service income

0.33

5.27

0.89

2. Service expense

2.07

12.98

3.98

3. Trade accounts payable

0.28

0.52

4. Accrued expenses

0.28

0.07

0.79

0.07

1.16

1.28

1.63

4.16

0.36

5. Trade accounts receivable 6. Accrued income

2014

Part 2 Page 45

5.37 Roaming price is based on market 8.95 rate.

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company

Consolidated

Company

2014

Rational and necessity

Consolidated

The Company and its subsidiaries hire TYY to provide car maintenance services and space Mr. Vitit Leenutaphong is a joint rental for base station. director. The Company and its subsidiaries provide mobile services to TYY.

TYY is a car dealer with specialist in car maintenance services.

11. Thai Yarnyon Co., Ltd Group (TYY)/

- The Company is charged at the same rate as with external customers. - Rate of base stations rental is comparable with another lessor in the nearly area.

1. Service income 2. Service expense 3. Trade accounts payable 4. Trade accounts receivable

0.50

2.48

1.77

1.91

0.08

0.41

0.60

0.85

0.03

0.05

0.27

0.25

0.27

Part 2 Page 46

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company 12. Ookbee Co., Ltd. (OOKB)/ INTOUCH is a direct shareholder, holds 22.06%.

Consolidated

Company

2014

Rational and necessity

Consolidated

The subsidiary (MMT) hire Ookbee to provide E-booking application on smartphones and tablets by charging per monthly. AWN provides mobile services to Ookbee.

Ookbee is a provider digital publication and E-Booking company such as books, magazines or newspaper on smartphones, tablets and computers. MMT pays service fee (Content on mobile) by the percentage of revenue. Rate is charged at the same rate as with other content providers. -

0.05

0.02

11.77

10.42

3. Trade account payable

0.73

0.24

4. Accrued expenses

0.73

0.27

5. Trade account receivable

0.01

1. Service income 2. Service expenses

Part 2 Page 47

Advanced Info Service Plc.

Related parties/Relation to the Company

Form 56-1

Detail of transactions

31 December 2014

31 December 2013

(Million Baht)

Company 13. Information Highway Co., Ltd. (IH)/

Consolidated

Company

Rational and necessity

Consolidated

IH provides transmission network services to the company and its subsidiaries.

IH provides transmission network services.

AIS is an indirect major shareholder. 1. Interest income 2. Short term loan to

2014

1.82

95.00

Part 2 Page 48

Annual Registration Statement

2014

13. Financial Highlights 13.1 Financial Statement 13.1.1 Auditor’s report Auditor’s Reports were stated that the consolidated and company financial statements presented fairly, in all material respects, the consolidated and company financial position as at 31 December 2014, 2013, and 2012, and the consolidated and company results of operations, and cash flows for the years then ended of Advanced Info Service Public Company Limited and its subsidiaries, and of Advanced Info Service Public Company Limited, respectively, in accordance with legally defined accounting principles. 13.1.2 The Consolidated Financial Position Advanced Info Service Public Company Limited Consolidated – Financial Position As at 31 December Unit : Thousand Baht 2012 Amount

2013 %

2014

Amount

ASSETS Current Assets Cash and cash equivalents

19,833,022

19.64

11,473,121

10.24

14,258,066

11.29

Specifically-used bank deposits

3,697,851

3.66

3,781,141

3.37

3,709,328

2.94

Current investments

1,340,248

1.33

1,576,942

1.41

1,542,449

1.22

Trade accounts receivable, net

8,065,059

7.99

10,264,184

9.16

10,415,389

8.24

Other receivables

3,661,732

3.63

4,851,425

4.33

5,900,650

4.67

95,000

0.08

1,426,532

1.41

2,864,932

2.56

2,519,497

1.99

78,964

0.08

153,136

0.14

686,132

0.54

38,103,408

37.74

34,964,881

31.21

39,126,511

30.97

107,218

0.11

104,361

0.09

58,399

0.05

653,398

0.58

568,881

0.45

Property, plant and equipment

11,139,838

11.03

35,922,236

32.07

60,702,587

48.04

Assets under the Agreements for operations

29,156,811

28.88

20,499,803

18.30

8,738,039

6.92

34,931

0.03

34,931

0.03

34,931

0.03

Spectrum license

14,576,886

14.44

13,600,648

12.14

12,624,410

9.99

Intangible assets

2,032,637

2.01

2,178,035

1.94

2,504,683

1.98

Deferred tax assets

5,314,463

5.26

3,557,332

3.18

1,441,856

1.14

501,705

0.50

510,085

0.46

550,266

0.43

62,864,489

62.26

77,060,829

68.79

87,224,052

69.03

100,967,897

100.00

112,025,710

100.00

126,350,563

100.00

Short-term loans to related parties Inventories Other current assets Total Current Assets Non-Current Assets Other long-tem investments Swap and forward contracts receivable

Goodwill

Other non-current assets Total Non-Current Assets Total Assets

Part 3 | Page 1

Annual Registration Statement

2014

Advanced Info Service Public Company Limited Consolidated â&#x20AC;&#x201C; Financial Position (continued) As at 31 December Unit : Thousand Baht 2012 Amount

2013 %

Amount

2014 %

Amount

LIABILITIES AND SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY Current Liabilities -

4,000,000

3.57

Trade accounts payable

7,340,964

7.27

11,718,206

10.46

11,903,114

9.42

Other payables

7,444,148

7.37

9,536,172

8.51

11,188,941

8.85

Current portion of long-term borrowings

8,461,950

8.38

5,303,409

4.73

2,571,631

2.04

3,656,250

3.26

3,656,250

2.89

Accrued revenue sharing expenses

4,854,693

4.81

3,534,750

3.16

5,130,157

4.06

Unearned income - mobile phone services

1,699,345

1.68

1,599,665

1.43

2,183,175

1.73

Advance receipt from customers

2,796,034

2.77

2,985,928

2.67

3,709,328

2.94

Income tax payable

3,524,843

3.50

2,816,611

2.51

2,195,546

1.74

165,649

0.16

340,245

0.30

367,976

0.29

36,287,626

35.94

45,491,236

40.60

42,906,118

33.96

11,887,813

11.78

15,354,770

13.71

34,478,291

27.29

1,222,767

1.21

1,361,376

1.22

1,499,743

1.19

509,536

0.51

7,312,500

7.24

3,656,250

3.26

205,804

0.20

269,492

0.24

601,656

0.47

Total Non-Current Liabilities

21,138,420

20.94

20,641,888

18.43

36,579,690

28.95

Total Liabilities

57,426,046

56.88

66,133,124

59.03

79,485,808

62.91

2,973,095

2.94

2,973,095

2.65

2,973,095

2.35

22,372,276

22.15

22,372,276

19.97

22,372,276

17.71

500,000

0.50

500,000

0.45

500,000

0.40

17,344,196

17.18

19,729,332

17.61

20,710,295

16.39

163,591

0.16

173,404

0.16

194,732

0.15

43,353,158

42.93

45,748,107

40.84

46,750,398

37.00

188,693

0.19

144,479

0.13

114,357

0.09

43,541,851

43.12

45,892,586

40.97

46,864,755

37.09

100,967,897

100.00

112,025,710

100.00

126,350,563

100.00

Short-term loans from financial institution

Current portion of Spectrum license payable

Other current liabilities Total Current Liabilities Non-Current Liabilities Long-term borrowings Employee benefit obligation Swap and forward contracts payable Spectrum license payable Other non-current liabilities

Shareholders' Equity Issued and fully paid-up share capital Reserves : Premium on share capital Retained earnings : Appropriated - Legal reserve Unappropriated Other components of equity Total Equity attributable to equity holders of the Company Non-controlling interests Total Equity Total Liabilities and Equity

Part 3 | Page 2

Annual Registration Statement

2014

Advanced Info Service Public Company Limited Consolidated - Statement of Income For the years ended 31 December 2012 Amount

Unit : Thousand Baht 2014

2013 %

Amount

Revenues Revenues from services & equipment rentals

127,953,084

84.30

127,816,102

84.88

125,396,923

83.97

Revenues from sale of goods Construction income from the Agreements for operation Total revenue

17,695,242

11.66

18,995,274

12.62

23,331,862

15.63

6,137,104

4.04

3,766,443

2.50

600,262

0.04

151,785,430

100.00

150,577,819

100.00

149,329,047

100.00

Cost of services & equipment rentals

44,251,764

29.15

43,136,095

28.65

45,206,190

30.28

Revenue sharing expense

27,579,828

18.17

24,273,348

16.12

14,593,802

9.77

Cost of sale of goods Construction cost from the Agreements for operation

16,218,404

10.69

17,760,270

11.79

23,148,016

15.50

6,137,104

4.04

3,766,443

2.50

600,262

0.40

Total cost

94,187,100

62.05

88,936,156

59.06

83,548,270

55.95

Gross profit

57,598,330

37.95

61,641,663

40.94

65,780,777

44.05

2,890,359

1.90

4,331,357

2.88

6,219,706

4.17

9,067,500

5.98

10,545,061

7.00

12,640,674

8.46

11,957,859

7.88

14,876,418

9.88

18,860,380

12.63

45,640,471

30.07

46,765,245

31.06

46,920,397

31.42

Investment income

773,624

0.51

548,205

0.37

370,107

0.25

Other operating income

342,615

0.22

322,553

0.21

329,786

0.22

Share of loss of associate

(3,625)

Impairment loss of assets

(11,973)

-0.01

Cost

Selling expenses Administrative expenses Total selling & administrative expenses Profit from sales, services and equipment rentals

Net foreign exchange gain (loss)

102,307

0.07

(233,002)

-0.15

188,934

0.13

(152,639)

-0.10

(163,085)

-0.11

(183,866)

-0.13

Finance costs

(1,092,794)

-0.72

(1,002,278)

-0.67

(1,526,870)

-1.02

Profit before income tax expense

45,613,584

30.05

46,237,638

30.71

46,082,890

30.86

(10,714,506)

-7.06

(10,007,635)

-6.65

(10,079,717)

-6.75

34,899,078

22.99

36,230,003

24.06

36,003,173

24.11

34,883,227

22.98

36,274,128

24.09

36,033,165

24.13

15,851

0.01

(44,125)

-0.03

(29,992)

-0.02

34,899,078

22.99

36,230,003

24.06

36,003,173

24.11

Management benefit expenses

Income tax Profit for the year

Attributable to : Equity holders of the Company Minority interests Profit for the year Basic earnings per share (Bath)

11.73

12.20

12.12

Diluted earnings per share (Bath)

11.73

12.20

12.12

Part 3 | Page 3

Annual Registration Statement

2014

Advanced Info Service Public Company Limited Consolidated - Statement of Cash Flows For the years ended 31 December 2012

Consolidated - Cash flow Cash flows from operating activities: Net profit

Unit : Thousand Baht 2014

2013

34,899,078

36,230,003

36,003,173

2,183,059

3,037,080

6,224,631

13,446,818 -

13,504,064 -

12,697,121 11,973

Adjusted by: Depreciation Amortization of intangible assets Impairment loss of assets Investment income

(773,624)

(548,205)

(370,107)

Finance costs

1,092,794

1,002,278

1,526,870

542,520

786,761

1,240,097

6,986

18,922

Doubtful accounts and bad debts expenses Share-based payment transaction Allowance for obsolete, decline in value and write-off inventories

22,791

72,979

60,997

363,724

562,134

864,997

78,725

(3,342)

19,719

3,625

10,714,506

10,007,635

10,079,717

62,570,391

64,658,373

68,381,735

(171,685)

(83,290)

71,813

Trade accounts receivable

(1,564,470)

(2,968,008)

(1,402,918)

Other receivables

(1,003,064)

(989,978)

(293,262)

Loss on disposals and write off assets Unrealised (gain) loss on foreign exchange rate Share of loss of associate Income tax expense Cash provided by operation before changes in operating assets & liabilities Changes in operating assets and liabilities Specifically-used bank deposit

Inventories

(362,233)

(1,511,529)

284,438

Other current assets

33,389

(74,169)

(392,023)

Other non-current assets

33,372

(8,380)

(40,181)

Trade accounts payable

1,648,103

474,590

880,463

Other payables

1,406,642

2,135,419

1,530,806

262,089

(1,319,943)

1,595,407

(664,270)

(99,680)

583,511

121,638

189,893

723,400

Accrued revenue sharing expenses Unearned income-mobile phone service Advance received from customer Swap and forward contracts (receivable) payable

(110,798)

(8,054)

(24,199)

Other current liabilities

(7,557)

66,509

190,895

Other non-current liabilities

50,613

91,622

84,478

62,242,160 (11,109,515)

60,553,375 (9,224,648)

72,174,363 (9,353,965)

51,132,645

51,328,727

62,820,398

Cash generated from operating activities Income tax paid Net cash from operating activities

Part 3 | Page 4

Annual Registration Statement

2014

Advanced Info Service Public Company Limited Consolidated - Statement of Cash Flows (Continued) For the years ended 31 December 2012

Consolidated - Cash flow Cash flows from investing activities:

Unit : Thousand Baht 2014

2013

746,495

558,887

372,803

(5,502,659)

(23,013,593)

(31,731,849)

27,620

15,618

27,410

Purchase of intangible assets under the agreement for operations

(4,095,461)

(5,446,556)

(830,273)

Payment of spectrum license

(7,321,292)

(3,656,250)

(95,000)

(613,211)

(230,973)

82,882

Additional investment in subsidiaries and associate

(3,625)

Dividend received

10,000

(16,758,508)

(28,116,617)

(35,823,902)

(1,102,015)

(959,556)

(1,229,812)

Other finance costs paid

(44,725)

(20,385)

(124,186)

Financial lease principal payment Net increase (decrease) of short-term loans from financial institutions

(26,471)

(29,830)

(35,511)

4,000,000

(4,000,000)

3,998,876

7,812,480

21,600,400

(5,486,148)

(8,485,648)

(5,370,463)

(2)

(30,241,245)

(33,889,117)

(35,052,353)

Net cash used in financing activities Net increase (decrease) in cash and cash equivalents

(32,901,728)

(31,572,056)

(24,211,927)

1,472,409

(8,359,946)

2,784,569

Cash and cash equivalents at 1 January Effect of exchange rate changes on balances held in foreign currencies

18,360,810

19,833,022

11,473,121

(197)

376

19,833,022

11,473,121

14,258,066

Interest received Purchase of property, plant and equipment and computer software Sales of property and equipment

Net increase in short-term loans to subsidiaries and associate Net (increase) decrease in other investments

Net cash used in investing activities Cash flows from financing activities: Interest paid

Increase in long-term borrowings Decrease in long-term borrowings Acquisition of non-controlling interests Dividend paid

Cash and cash equivalents at 31 December

Part 3 | Page 5

Annual Registration Statement

2014

13.1.3 Financial ratio Advanced Info Service Public Company Limited Consolidated - Financial ratio For the years ended 31 December 2012

Consolidated financial statements

2013

2014

Liquidity Ratio Current Ratio (time)

1.05

0.77

0.91

Quick Ratio (time)

0.81

0.51

0.61

Operating cash flow to current liability (time)

1.41

1.13

1.46

17.67

14.84

13.26

12.90

8.28

8.60

A/R turnover (time) Collection period (day) Inventory turnover (time) Day sales period (day) A/P turnover (time)

11.14

6.39

5.79

Payment period (day)

Cash Cycle (day)

Gross profit margin ratio (%)

37.95%

40.94%

44.05%

Operation income ratio (%)

30.07%

31.06%

31.42%

0.73%

0.58%

0.47%

Free cash flow to EBIT (%)

75.32%

49.64%

57.54%

Net profit margin (%)

22.98%

24.09%

24.13%

Return to Equity (%) Average

84.05%

81.12%

77.69%

Return to Equity (%) As at end

80.11%

79.04%

76.89%

Return on total assets (%)

37.18%

34.06%

30.23%

Return on fixed assets (%)

79.62%

72.18%

55.26%

1.62

1.41

1.25

1.32

1.44

1.70

43.55

47.33

32.79

4.97 92.90%

4.95 99.58%

13.28 99.01%

Net book value per share (Baht)

14.65

15.44

15.76

Net Profit per share (Baht)

11.73

12.20

12.12

Dividend per share (Baht)

10.90

12.15

12.00

Total Assets (%)

16.49%

10.95%

12.79%

Total Liabilities (%)

21.64%

15.16%

20.19%

Revenue from services & sales (%)

14.03%

(0.80%)

(0.83%)

7.56%

24.41%

26.78%

57.01%

3.99%

(0.66%)

Profitability Ratio

Other operating income ratio (%)

Efficiency Ratio

Total assets turnover (time) Financial Policy Ratio Debt to equity ratio (time) Interest coverage ratio (time) Debt service ratio (IR Basis) (time) Dividend payout ratio (%) Data on per Share Capital

Percentage Growth on

Selling & admin. expenses (%) Net Profit (%)

Part 3 | Page 6

Annual Registration Statement

2014

14. Management discussion and analysis 14.1 Management discussion and analysis for the year 2014 Executive Summary In 2014, AIS succeeded in building up 3G-2.1GHz network in both coverage and capacity. Since May, our 3G network has 97% population coverage and by year-end with 21,300 3G2.1GHz base stations surpassing our target of 20,000 base stations. With the growing demand for mobile data, we continued to enhance our network capacity especially in the dense areas to uplift customersâ&#x20AC;&#x2122; experience by installing small cells as well as Wifi hot spots. AIS has been gaining the market share since the first quarter and we are keeping our pace by strengthening our network, services and contents. Our service revenue, excluding IC increased 1.2% YoY to Bt117,990mn tracking along with our guidance of 1-2% amid the gloomy economic outlook. Key driver was mobile data which grew 57% YoY supported by increasing in smartphone penetration now reaching 38%. EBITDA stood at Bt66,428mn, an increase of 4.3% YoY from lower regulatory cost despite higher network OPEX and SG&A. Net profit slightly dropped 0.7% YoY to Bt36,033mn, mainly from higher interest expense. Competition outlook in 2015 is expected to be more concentrated in mid-to-low tier segments. Operators will push 3G handsets with lower prices into the market as 900MHz spectrum under

Build-Transfer-Operate (BTO) will expire in Sept-15. This will continue to pressure the handset margin near zero, the price per unit for both voice, and data and marketing spending. On the positive side, rising adoption of 3G handsets will generate regulatory cost saving. Continuing with the successful co-brand handset strategy known as AIS Super Combo, we will provide more varieties of quality smartphones with ranges of price. AIS will strengthen its leading position in the telecom industry in Thailand by moving toward digital life service provider in 2015 with the integration of mobile, fixed broadband and digital content services. To strengthen our network quality, we plan to spend Bt40bn this year for expanding capacity and rolling out fiber optic to support both mobile and fixed broadband businesses. For fixed broadband business, we expect to acquire 80,000 subscribers within one year. We expect the 1800MHz auction to be held in 3Q15, and it is likely to be deployed for 4G to expand the capacity. Revenue growth is expected to increase by 3-4% upon strong network quality and new product offerings. We expect our EBITDA margin to improve by 100-200bps mainly from lower regulatory cost offsetting rising opex from continuing network capacity expansion.

Significant Events: Write-off of deferred tax asset on separate and consolidated financial statements In 4Q14, AIS recorded a one-time deferred tax asset written-off on the separate and consolidated financial statements with an amount of Bt664mn. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized. Excluding this non-cash term, the FY14 normalized consolidated net profit would be Bt36,697mn.

Operational Summary In 2014, AIS subscribers increased to 44.3mn. With the success of 3G network roll-out, subscribers on 2.1GHz-License continued to increase to 40.8mn, representing 92% of total subscribers exceeding our year-end target of 85%. The achievement of marketing campaigns to upgrade 2G-to-3G as well as 3G device adoption in mid-tier segment resulting in the increment of 3G device on 3G network from 8mn in 2013 to 22mn in 2014. While subscription on 900MHz-BTO declined to 3.5mn.

Subscribers 900MHz-BTO1) 2.1GHz-License2) Postpaid Prepaid Total subscribers Net additions 900MHz-BTO1) 2.1GHz-License2) Postpaid Prepaid Total net additions ARPU (Baht/subs/month) 900MHz-BTO1) 2.1GHz-License2) Postpaid Prepaid Blended

Both ARPU and MOU were affected by the increase of the second SIM subscription for both additional devices such as tablets and attractive promotional campaigns. In addition, weak macroeconomic outlook in 2014 pressured the usage per SIM for both voice and data. Also, we have been providing lower-tier postpaid packages to support mid-to-low tier subscribers which constrained postpaid ARPU. As a result, postpaid ARPU declined 2.8% QoQ and 7.5% YoY to Bt608, while prepaid ARPU increased 1.1% QoQ but lowered 11% YoY to Bt170.

4Q13 24,494,400 16,366,500 4,266,900 36,594,000 40,860,900

1Q14 16,098,400 26,264,100 4,463,800 37,898,700 42,362,500

2Q14 8,462,300 34,415,900 4,661,100 38,217,100 42,878,200

3Q14 5,114,600 38,680,600 4,786,700 39,008,500 43,795,200

4Q14 3,546,800 40,754,500 4,940,700 39,360,600 44,301,300

-4,159,300 5,895,100 213,200 1,522,600 1,735,800

-8,396,000 9,897,600 196,900 1,304,700 1,501,600

-7,636,000 8,151,700 197,300 318,400 515,700

-3,347,700 4,264,700 125,600 791,400 917,000

-1,567,800 2,073,900 154,000 352,100 506,100

203 297 658 191 234

191 256 639 179 225

178 241 647 175 223

188 221 625 169 216

216 216 608 170 216

1) 900MHz-BTO refers to the subscription of customers under 900 & 1800MHz Build-Transfer-Operate contract 2) 2.1GHz-License refers to the subscription of customers under 2.1GHz license issued by NBTC. The subscribers who are holding 2G devices have to roam on the 900MHz network.

. Part 3 | Page 7

Annual Registration Statement MOU (minute/sub/month) 900MHz-BTO1) 2.1GHz-License2) Postpaid Prepaid Blended

291 342 429 294 308

255 336 412 283 297

205 306 397 263 277

194 284 387 255 270

2014

210 275 373 256 269

4Q14 Snapshot In 4Q14, our service revenue, excluding IC, was Bt30,037mn increasing 2.2% QoQ from festive season and 3.5% YoY from the low base in 4Q13 due to political unrest. 3G-2.1GHz network has been continuously enhanced with increasing number of base stations including small cells and Wifi hotspots. A new model of AIS Super Combo with a wider screen launched in October also found a great sale and helped elevate the 3G device penetration on 3G-2.1GHz to 55%, up from 49% in 3Q14. The popular iPhone 6 and iPhone 6 Plus also significantly drove our sales revenue up 101% QoQ and 42% YoY. The effort to migrate customers to 3G

and the lower roaming rate in 4Q14 has translated into lower regulatory fee amounting Bt3,856mn dropping 16% QoQ and 30% YoY. However, SG&A rose 9.2% QoQ and 14% YoY mainly from marketing spending. In summary, EBITDA stood at Bt17,727mn growing 7.8% QoQ and 8.7% YoY. In spite of higher D&A and deferred income tax (please see significant events on page 1), net profit rose to Bt9,122mn increasing 1.9% QoQ and 3.5% YoY. Excluding the Bt664mn unusable deferred tax assets, the normalized net profit for 4Q14 would be Bt9,786mn or +9.3% QoQ and 7.6% YoY.

FY14 Financial Summary Revenue In 2014, AIS total revenue, excluding construction increased 1.3% to Bt148,729mn due to the growth in data consumption and handset sales.

In 2014, cost of service excluding IC was Bt53,034mn, dropping 6.6% YoY, primarily from lower regulatory fee despite higher D&A and network opex due to 3G network expansion. 

SIM & device sales, representing 16% of total revenue, were Bt23,332mn and increased 23% YoY mainly from the popularity of AIS Super Combo. We have sold 2.5mn units since April. According to our zero-handset margin strategy to increase 3G device adoption, our sales margin declined to 0.8% compared to 6.5% in 2013. Service revenue, excluding IC, tracked along with our guidance which stood at Bt117,990mn and increased 1.2% YoY, underpinned by the accelerating mobile data whereas voice continued to decline. In 2014, AIS had 97% population coverage on 3G-2.1GHz with the densest of 3G base stations in Thailand which support the growing number of subscribers using 3G service. As a result, revenue from 2.1GHz-License represented 78% of service revenue. (See table revenue mix) 



  

Voice revenue was Bt65,382mn, a decrease of 14% YoY due to the substitution of mobile data in some subscribers’ segments and weak economic sentiment in the first half of the year. As our 3G network coverage and capacity increased, nonvoice revenue growth accelerated 34% YoY to Bt43,495mn. There has been strong market demand for mobile data, more varieties of affordable smartphone and attractive pricing package for both postpaid and prepaid. Mobile data accounted for 29% of service revenue, excluding IC, compared to 19% in 2013. International roaming (IR) declined 17% YoY to Bt2,240mn mainly from the impact of martial law resulted in lower tourists and global price pressure. International call & other businesses rose 24% YoY to Bt6,872mn underpinned by the growth of Wifi subscription. Interconnection charges (IC) Both IC revenue and cost declined around 35% due to the change in interconnection rate (from 1Bt/minute to 0.45/minute starting since July 1st, 2013). Net interconnection charge (IC) was Bt641mn, comparing to Bt659mn in 2013.



Regulatory fee was Bt19,427mn decreasing 27% YoY from the effort to attract customers to shift from 2G to 3G, which was subject to lower revenue sharing structure under the license base. This was supported by our success in AIS Super Combo campaign which dramatically helped drive up 3G device penetration. The proportion of regulatory fee to service revenue excluding IC in FY14 stood at 16.5% compared to 22.7% in FY13. Depreciation & Amortization (D&A) was Bt18,633mn, rising 14% YoY due to our extensive expansion of 3G network including increasing number of base stations and fiber optics. It is important to note that 2G-1800MHz operating right was fully amortized since 3Q13 while the 2G-900MHz with the remaining of Bt8.7bn will be fully amortized by 3Q15 when the concession expires. Network OPEX grew 10% YoY to Bt8,538mn as we extensively expand 3G-2.1GHz coverage nationwide which has reached 97% of population. Also, we continued to invest in capacity to cope with high data consumption demand. Other cost of service slightly grew to Bt6,436mn, a rise of 2.2% YoY.

SG&A expense increased to Bt18,860mn or +27% YoY mainly from higher marketing spending to support 3G migration and brand awareness. 



 

Cost & Expense Part 3 | Page 8

Marketing expenses grew significantly to Bt6,220mn or a rise of 44% YoY mainly from 3G promotional campaigns to drive 3G handset adoption as well as spending to sustain brand awareness. FY14 marketing expenses represented 4.2% of total revenue in line with guidance. General admin expenses stood at Bt11,111mn increasing 17% YoY as staff cost grew 15% from higher headcounts. In FY14 loss from write-off of obsolete assets also grew 49% to Bt818mn, up from Bt549mn in FY13. Depreciation and amortization was Bt289mn or +25% YoY mainly due to shop renovation. Bad debt rose to Bt1,240mn or +58% YoY since postpaid revenue grew from higher postpaid subscribers. However,

Annual Registration Statement

2014

FY14 % bad debt to postpaid revenue still remained manageable at 3.6%, up from 2.5% in FY13.

deferred tax assets in 4Q14, normalized net profit would be Bt36,697mn or flattish YoY.

Investment Income was Bt370mn, a decrease of 33% YoY due to lower interest rate received and lower cash outstanding.

Financial position AIS had total assets of Bt126,351mn, an increase of 13% YoY, mainly from investments in 3G network and cash. Total liabilities increased to Bt79,486mn or +20% YoY as additional long-term debts were issued. Total equity grew slightly to Bt46,865mn. AIS still had healthy financial strength as liquidity remained high with a current ratio of 0.91x. Net debt to equity of 0.39x still showed room for more gearing while the average cost of debt stayed at 4%.

Finance costs in FY14 were Bt1,527mn increasing 52% YoY primarily from long-term debenture issued in April. Net gain from foreign exchange was Bt189mn up from net loss of Bt233mn in FY13. These are unrealized gain from the USD denominated CAPEX while other foreign debts were fully hedged. Profit In FY14 EBITDA grew 4.3% to Bt66,428mn, due to lower regulatory fee despite higher network opex and SG&A. This also drove up the consolidated EBITDA margin to 44.7% up 130bps from FY13, and the service EBITDA margin to 52.8% increasing 390bps from FY13. FY14 net profit was Bt36,033mn, a drop of 0.7%. Excluding the Bt664mn write-off of unusable

Income statement (Bt mn) Voice revenue Non-voice revenue International Roaming Others (IDD, other fee) Service revenue, ex. IC IC revenue SIM and handset sales Total revenues ex. construction Regulatory fee Depreciation & Amortization Network operating expense Other cost of services Cost of service, ex. IC IC cost Cost of SIM and handset sales Total costs ex. construction Gross profit SG&A Marketing Expense General administrative & staff cost Bad debt provision Depreciation Operating profit Net foreign exchange gain (loss) Other income (expense) Finance cost Income tax Non-controlling interest Net profit for the period Revenue mix (Bt mn) 900MHz-BTO revenue 2.1GHz-License revenue Total % 2.1GHz-License revenue

Cash Flow In FY14 AIS generated net operating cash flow of Bt63bn increasing from Bt51bn in FY13. AIS had spent in total Bt33bn for CAPEX in FY2014 against our guidance of Bt40bn. Full year dividend paid was Bt35bn while debt borrowed and repaid were Bt25bn and Bt12bn, respectively. Also, in 4Q14 the second payment of 2.1GHz spectrum license bid of Bt3,656mn was paid to the regulator, NBTC, which left the last payment of the same amount in 4Q15.

4Q13 18,212 8,563 759 1,476 29,010 1,845

3Q14 15,710 11,388 537 1,746 29,382 1,765

4Q14 15,454 12,051 650 1,882 30,037 1,953

%YoY -15% 41% -14% 28% 3.5% 5.9%

%QoQ -1.6% 5.8% 21% 7.8% 2.2% 11%

2013 75,969 32,376 2,690 5,521 116,556 11,260

2014 65,382 43,495 2,240 6,872 117,990 7,407

%YoY -14% 34% -17% 25% 1.2% -34%

5,947 36,803 (5,497) (4,147) (1,959) (1,607) (13,210) (1,693) (5,625) (20,528) 16,275 (4,440) (1,420) (2,748) (209) (63) 11,835 (215) 115 (228) (2,707) 16 8,816

4,208 35,355 (4,589) (4,819) (2,354) (1,623) (13,385) (1,602) (4,291) (19,278) 16,077 (4,643) (1,414) (2,864) (290) (75) 11,434 120 176 (471) (2,311) 7 8,955

8,454 40,444 (3,856) (5,040) (2,227) (1,657) (12,780) (1,738) (8,299) (22,816) 17,628 (5,069) (1,866) (2,782) (340) (81) 12,560 (26) 134 (458) (3,100) 11 9,122

42% 9.9% -30% 22% 14% 2.1% -3.3% 2.6% 48% 11% 8.3% 14% 31% 1.2% 63% 28% 6.1% -88% 17% 101% 15% -34% 3.5%

101% 14% -16% 4.6% -5.4% 3.1% -4.5% 8.4% 93% 18% 9.7% 9.2% 32% -2.9% 17% 8.5% 9.8% -121% -24% -2.7% 34% 61% 1.9%

18,995 146,811 (26,443) (16,309) (7,757) (6,299) (56,809) (10,601) (17,760) (85,170) 61,642 (14,876) (4,331) (9,526) (787) (232) 46,765 (233) 708 (1,002) (10,008) 44 36,274

23,332 148,729 (19,427) (18,633) (8,538) (6,436) (53,034) (6,766) (23,148) (82,948) 65,781 (18,860) (6,220) (11,111) (1,240) (289) 46,920 189 500 (1,527) (10,080) 30 36,033

23% 1.3% -27% 14% 10% 2.2% -6.6% -36% 30% -2.6% 6.7% 27% 44% 17% 58% 25% 0.3% -181% -29% 52% 0.7% -32% -0.7%

4Q13

3Q14

4Q14

%YoY

%QoQ

2013

2014

%YoY

15,787 11,747 27,534 43%

3,760 23,875 27,636 86%

2,787 25,368 28,155 90%

-82% 116% 2.3%

-26% 6% 1.9%

89,131 21,904 111,035 20%

24,238 86,879 111,118 78%

-73% 297% 0.1%

Part 3 | Page 9

Annual Registration Statement

EBITDA (Bt mn) Operating Profit Depreciation & amortization (Gain) loss on disposals of PPE Management benefit expense Other financial cost EBITDA Consolidated EBITDA margin (%) Service EBITDA margin (%)

4Q13 11,835 4,211 323 (44) (8) 16,316 44.3% 51.8%

3Q14 11,434 4,893 194 (43) (35) 16,442 46.5% 53.1%

4Q14 12,560 5,121 110 (36) (26) 17,727 43.8% 54.9%

2014

%YoY 6.1% 22% -66% -18% 216% 8.7%

%QoQ 9.8% 4.7% -43% -16% -25% 7.8%

2013 46,765 16,541 562 (163) (14) 63,691 43.4% 48.9%

2014 46,920 18,922 865 (184) (96) 66,428 44.7% 52.8%

%YoY 0.3% 14% 54% 13% 571% 4.3%

2013 36,274 411 36,685

2014 36,033 664 36,697

%YoY -0.7% 0.1%

Service EBITDA margin is derived from service business which excludes handset business. Service EBITDA margin = (EBITDA – Net sales)/(Total revenue – Sales revenue)

Normalized net profit Net profit for the period Write off deferred tax asset - DPC Write off deferred tax asset – AIS Normalized net profit Revenue & cost from construction (Bt mn):IFRS 12 Construction revenue Construction cost

4Q13 8,816 282 9,098

3Q14 8,955 8,955

4Q14 9,122 664 9,792

%YoY 3.5% 7.6%

%QoQ 1.9% 9.3%

4Q13

3Q14

4Q14

%YoY

%QoQ

2013

2014

%YoY

305 (305)

135 (135)

18 (18)

-94% -94%

-87% -87%

3,766 (3,766)

600 (600)

-84% -84%

Financial Position (Bt mn/% to total asset)

Cash ST investment Trade receivable Inventories Others Current Asset Spectrum license Network and PPE Intangible asset Defer tax asset Others Total Assets Trade payable ST loan & CP of LT loans Accrued R/S expense Others Current Liabilities Debenture & LT loans Others Total Liabilities Retained earning Others Total Equity

4Q13 15,254 1,577 10,264 2,865 5,005 34,965 13,601 56,422 2,178 3,557 1,303 112,026 11,718 9,303

14% 1.4% 9.2% 2.6% 4.5% 31% 12% 50% 1.9% 3.2% 1.2% 100% 11% 8.3%

3,535 17,279 45,491

3.2% 15% 41%

14,866

13%

5,776 66,133 19,729 26,163 45,893

5.2% 59% 18% 23% 41%

4Q14 17,967 1,542 10,415 2,519 6,682 39,126 12,624 69,441 2,505 1,442 1,213 126,351 11,903 2,572

14% 1.2% 8.2% 2% 5.3% 31% 10% 55% 2% 1.1% 1% 100% 9.4% 2%

5,130 23,301 42,906 33,769

4.1% 16% 34% 27%

2,811 79,486 20,710 26,155 46,865

2.2% 63% 16% 21% 37%

Key Financial Ratio Interest bearing debt to equity Net debt to equity Net debt to EBITDA Current Ratio Interest Coverage DSCR ROE Debt repayment schedule 4Q14 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

4Q13

3Q14

4Q14

0.53

1.11

0.78

0.19

0.69

0.39

0.14 0.77 54 5.1 88%

0.39 0.86 26 7.0 85%

0.26 0.91 29 13 93% (Bt mn) Loan 5,692 2,399 3,707 1,801 6,799 1,250 2,500 1,250 -

Debenture 397 7,789 1,776 6,638

(Bt mn)

Source and use of fund : 2014 Source of Fund (Bt-mn) Operating cash flow Proceeds from long-term borrowing Proceeds from short-term borrowing Interest received & dividend received Change in investments Sales of property

72,174 21,600 3,000 383 83 28

Total

97,268

Use of Fund (Bt-mn) CAPEX & Fixed assets Dividend paid Debt repayment Income tax paid Spectrum license payment Finance cost and others Cash increased Total

Part 3 | Page 10

32,562 35,052 12,406 9,354 3,656 1,453 2,785 97,268

Annual Registration Statement

2014

FY2015 MANAGEMENT OUTLOOK & STRATEGY Service revenue, excluding IC

 increase 3-4% YoY

Handset sales

 increase 10% with margin close to zero  70% 3G device penetration

Consolidated EBITDA margin CAPEX

 increase 100-200bps YoY  Bt40bn o target 29,000 3G BTSs including small cells o continue fiber optic rollout o renovate and expand shops

Dividend

 maintain 100% dividend payout

AIS aims to be the Digital Life Service Provider AIS has set a clear vision moving forward to transform ourselves from a telecom service provider to becoming the Digital Life Service Provider so as to keep advancing presence in the digital era. That said, we will be enhancing our mobile business to elevate customer experience, commencing a fixed broadband business to bring convergence with better technology to our customers, and progressing in an ecosystem of digital content through partnerships. This will be achieved by making greater our core values namely customers, people, and partners. CAPEX is set at Bt40bn excluding 4G investment The investment plan for year 2015 is set to expand 3G capacity especially in the dense areas. We aim to install 3G base stations and small cells to reach 29,000 base stations and upgrade typical AIS Wifi to AIS super Wifi at speed of 650 Mbps. With the exponential growth of data consumption, we also extend our fiber optic transmission to support both mobile and fixed broadband businesses. For the first year with CAPEX of Bt1bn, we target 80,000 fixed broadband subscribers under FTTx and VDSL technologies. In addition, we plan to expand and renovate our AIS shops to increase customers’ touch points and support new products. Total estimated CAPEX is Bt40bn in 2015 excluding 4G investment. Service revenue ex. IC to grow 3-4% with EBITDA margin to increase 100-200bps In 2015, we expect service revenue ex. IC to grow 3-4%. The continuously high data growth and our improving 3G2.1GHz network will remain key factors to support revenue growth and largely offset voice revenue which is expected to keep declining. Due to our popularity in AIS Super combo last year, we perceive this trend to keep on this year and thus expect handset sales to grow 10% with margin maintained at close to zero. This will also enhance our 3G device penetration to 70% which will ultimately translate into lower regulatory fee. Therefore, we expect our consolidated EBITDA margin to increase by 100-200bps despite higher network opex and SG&A. New promotional campaigns will also be launched to keep our brand awareness to stay competitive in the market especially in mid-to-low segments of customers. However, marketing spending will remain around 4% of total revenue. Maintain the dividend policy: 100% dividend payout The company aims to maintain 100% payout ratio and pays dividend twice a year. The payout ratio is based on consolidated earnings and subject to the availability of retained earnings on the separated financial statement. This commitment is supported by strong operating cash flow and a low debt level. The CAPEX and license payment will be funded by internal cash flow and additional borrowings if required. If and when there are any new business opportunities or significant changes that may impact on our future operation and investment, and hence capital structure, the company will promptly discuss any new direction with the investment community. AIS Investor Relations http://investor.ais.co.th; investor@ais.co.th; Tel: (66) 2299 5117 Disclaimer Some statements made in this material are forward-looking statements with the relevant assumptions, which are subject to various risks and uncertainties. These include statements with respect to our corporate plans, strategies and beliefs and other statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “intend”, “estimate”, “continue” “plan” or other similar words. The statements are based on our management’s assumptions and beliefs in light of the information currently available to us. These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Please note that the company and executives/staff do not control and cannot guarantee the relevance, timeliness, or accuracy of these statements.

Part 3 | Page 11

Annual Registration Statement

2014

Certification of information accuracy The company has already reviewed all information containing in this Form 56-1 carefully. The company, hereby, represent and warrant that all such information are accurate and complete and contain no false statement without any lack of material fact which should have been informed where such information may cause damages to the purchasers of those shares. In addition, the company would like to certify that: (1)

(2)

(3)

Financial statements and financial information, attached to this filing, are represent accurate and complete without any lack of material fact about the financial status, performance and cash flow of the company and its subsidiaries. The company is responsible to provide the good disclosure system of the information of the company to ensure that the company discloses the material fact of the company and its subsidiaries accurately and completely. The company also supervises the practice of that system. The company is responsible to provide the good corporate governance system of the company and supervise the practice of that system. In addition, the company already inform the result of the good corporate governance appraisal as of 5 February 2015 to the Auditor and the Audited Committee of the company including the material incomplete and change of the corporate governance as well as false practice that may influent the preparation of the financial statements of the company and its subsidiaries

As an evidence that all pages of the documents that have been reviewed and verified by us as to their accuracy are the same set of documents filed for your approval, we have appointed and assigned Mr. Pong-amorn Nimpoonsawat to place his signature on every page of these documents. Therefore, should there be any page(s) of the documents containing no Mr. Pong-amorn Nimpoonsawatâ&#x20AC;&#x2122;s signature, it shall be deemed that the information in such page(s) has not been verified by us as to the accuracy.

Name

Position

Signature

Mr. Vithit Leenutaphong

Authorized Director

-Signed-

Mr. Somchai Lertsutiwong

Authorized Director

-Signed-

Chief Finance Officer

-Signed-

The Attorney Mr. Pong-amorn Nimpoonsawat

Annual Registration Statement (FORM 56-1) As of 31 December 2014 Attachment 1 (Translation)

Attachment 1: Summary of profile of the directors, managements team, company secretary, head of internal audit, and head of compliance (as of 31 December 2014) Name Mr. Vithit Leenutaphong

Age (years) 59

(Appointed 27 Mar 2013)

Position - Chairman of Board of Directors

Share Ratio (%)*

Relationship with Management

None

Highest Education

(Appointed 28 Mar 1994)

Master of Business

- Role of the Chairman Program (RCP)

Administration, University of

Class 34/2014

Compensation Committee

Southern California, USA

- Successful Formulation & Execution of

2011 - Present

Director

National Press Council of Thailand

Strategy (SFE) Class 3/2009

2005 - Present

President

Thai Yarnyon Co., Ltd.

Chairman of Board of Directors, Chairman of Leadership Development and

Advanced Info Service Plc.

- Role of the Compensation

Director

Committee (RCC) Class 7/2008

Director

The Queen's Gallery

- Audit Committee Program

Director

The Bangkok Bank Foundation Intouch Holdings Plc.

(ACP) Class 5/2005

2001 -Present

Director

- Directors Certification Program

2001 - 2014

Independent Director , Member of Audit Committee

Intouch Holdings Plc.

(DCP) Class 16/2002

1995 - 2013

Director

Barcelona Motor Co., Ltd. German - Thai Chamber of Commerce

2002 - 2010

Director

- Role of the Chairman Program

2010 - Present

Acting-President

Intouch Holdings Plc.

Asian Institute of Technology

(RCP) Class 21/2009

2008 - Present

Chairman of Executive Committee

Intouch Holdings Plc.

Compensation Committee

- Director Certification Program

2008 - Present

Vice-Chairman of Board of Director,

Advanced Info Service Plc.

- Member of Nomination and Corporate

(DCP) Class 65/2005

Governance Committee

- Director Accreditation Program

None

- Chairman of Sustainable Development

None

Committee

None

Saha Thai Steel Pipe Plc

Master of Engineering,

- Vice-Chairman of Board of Directors - Member of Leadership Development and

(Appointed 12 Jul 2006)

2014 - Present

Compensation Committee, Authorized Directors

None

Member of Leadership Development and Compensation Committee,

(DAP) Class 30/2004

Mr. Aviruth Wongbuddhapitak

Illegal Record in past 10 years

Working Experiences in 5 years

Related Training Program held by IOD

- Chairman of Leadership Development and

- Authorized Directors

Mr. Somprasong Boonyachai

Advanced Info Service Public Company Limited

Master of Business Administration,

- Director Certification Program

New York University, USA

(DCP) Class 8/2001

Member of Nomination and Corporate Governance Committee 2007 - Present

Director

Intouch Holdings Plc.

2006 - Present

Director

Thaicom Plc.

2004 - Present

Director

Praram 9 Hospital Co., Ltd.

2002 - Present

Independent Director, Member of Audit Committee

Power Line Engineering Plc.

2009 - 2011

Chairman of Executive Committee

Thaicom Plc.

Chairman of Sustainable Development Committee, Member of Leadership

Advanced Info Service Plc.

2013 - Present

None

Development and Compensation Committee, Independent Director

- Member of Leadership Development and

- The Board's Role in Setting

2010 - Present

Independent Director

S&P Syndicate Plc.

Compensation Committee

Effective Compensation Policy

2008 - Present

Advisor

Bureau of the Crown Property

2003 - Present

Director

Thai Plastic and Chemicals Plc.

Director

CPB Equity Co., Ltd.

Director

CPB Property Co., Ltd.

1995 - Present

Director and Chairman of the Executive Director

Deves Insurance Plc.

2006 - 2014

Chairman of Audit Committee, Member of Leadership Development

- Independent Director

Advanced Info Service Plc.

and Compensation Committee, Independent Director 2009 - 2011 Mrs. Tasanee Manorot

(Appointed 24 Apr 2006)

- Member of Audit Committee

None

- Member of Sustainable Development Committee

Mr. Surasak Vajasit

(Appointed 10 May 2006)

Ms. Jeann Low Ngiap Jong

- Chairman of Nomication and Corporate

Director Certification Program (DCP) Class 32/2003

None

Barrister at Law, Lincoln's Inn

Governance Committee - Member of Audit Committee - Independent Director 54

- Director

Director Accreditation Program

None

Bachelor of Accountancy,

- Director

None

(Appointed 5 Nov 2013)

Member of Audit Committee, Member of Sustainable Development Committee,

Advanced Info Service Plc.

2006 - May2014

Member of Audit Committee and Independent Director

Advanced Info Service Plc.

Feb2014 - Present

Chairman of Nomination and Corporate Governnance Committee,

Advanced Info Service Plc.

2014 - Present 2008 - Feb2014

Member of Audit Committee, and Independent Director Manging partner Member of Audit Committee, Member of Nomination and Corporate Governance Committee and Independent Director

Rajah & Team Advanced Info Service Plc.

2013 - Present

Director

Advanced Info Service Plc.

2008 - Present

Group Chief Financial Officer

Singapore Telecommunications Ltd.

(DAP) Class 29/2004

National University of 57

2014 - Present

Thai Military Bank Plc. None

and Independent Director

Chulalongkorn University None

(Appointed 27 Mar 2013) Mr. Narulcha Chittreekan

Bachelor of Commerce and Accountancy,

Independent director and Member of the Audit Committee

Master of Public Administration,

Director Certificate Program

2013 - Present

Director

Advanced Info Service Plc.

the National Institute of

(DCP) Class 162/2012

2012 - Present

Senior Executive Vice President Metropolitan - Business Development

TOT plc.

None

Development Administration (NIDA) Mr. Allen Lew Yoong Keong (Appointed 20 Mar 2006)

- Chiarman of Executive Committee

None

Master of Science (Management),

- Director

Massachusetts Institute of

- Member of Leadership Development and

Technology, USA

Oct 2014 - Present

Chief Executive Officer Consumer Australia and Chief Excutive Officer

SingTel Optus Pty Limited

2008 - Present

Chairman of Executive Committee, Director and Member of Leadership

Advanced Info Service Plc.

Development Committee

Compensation Committee

2006 - Present

2012 - Sep2014

* Includes holding by spouse and minor children

Page 1 / 3

Director

Advanced Info Service Plc.

Chief Executive Officer (Singapore)

Singapore Telecommunication Ltd.

Excutive Officer Group Digital Life and Country Chief Officer (Singapore)

Singapore Telecommunications Ltd.

None

Name Mr. Ng Ching-Wah

Age (years) 65

(Appointed 10 Feb 2014)

Mr. Krairit Euchukanonchai

Position - Director

Share Ratio (%)*

Relationship with Management

None

- Member of Executive Committee

(Appointed 26 Mar 2014)

- Chairman of Audit Committee

None

Highest Education Bachelor of Art in Business

2012 - Present

Member of the Communication Authority

Communication Authority(CA)

Administration, Chinese University

2008 - Present

Director and Member of Executive Committee

Advanced Info Service Plc.

of Hong Kong

2007 - Present

Director

ConvenientPower Hong Kong

Master of Business Administration,

- Director Certification Program

- Member of Nomination and Corporate

North Texas State University,

(DCP) Class 59/2005

Governance Committee

USA

- Independent Director

Mr. Somchai Lertsutiwong

(Appointed as director on

- Director

0.0027

None

- Member of Sustainable Development Committee

27 June 2014)

Illegal Record in past 10 years

Working Experiences in 5 years

Related Training Program held by IOD

Independent Director

Pacific Textiles Holdings Ltd.

2011 - 2012

Director

China Digital TV Group Holding Ltd.

2007 - 2010

Independent Director

HKC International Holdings Ltd.

2014 - Present

Chairman of Audit Committee, Member of Nomination and

Advanced Info Service Plc.

- Role of the Chairman Program

1998 - Present

Chairman

V Group Honda Car Co..Ltd.

(RCP) Class 16/2007

2011 - 2012

Director and Member of Audit Committee

PTT Plc.

2006 - 2012

Chairman of Board and Chairman of Risk Management Committee

Krungthai Asset Management Plc.

2014 - Present

Director, Member of Sustainable Development Committee

Advanced Info Service Plc.

Master of Business Administration,

Director Certification Program

Chulalongkorn University

(DCP) Class 114/2009

- Member of Executive Committee

Officer, and Authorized Director Jun 2014 - Jul 2014

Director , Chief Marketing Officer

- Chief Marketing Officer

2012 - Jul 2014

Chief Marketing Officer

Advanced Info Service Plc.

Officer on 1 July 2014)

- Authorized Director

2007 - 2012

Executive Vice President - Marketing

Advanced Info Service Plc.

- Member of Executive Committee

None

Master of Business Administration,

Director Certification Program

Thammasat University

(DCP) Class 116/2009

2014 - Present

2013 - Present

Mrs. Suphajee Suthumpun

- Member of Executive Committee

None

Member of Executive Committee, Chief Executive Officer, Chief Marketing

- Chief Executive Officer

None

Corporate Governance Committee, and Independent Director

(Appointed as Chief Executive

Mr. Kim Siritaweechai

None

Advanced Info Service Plc.

Executive Vice President - Portfolio Management

Intouch Holdings Plc.

Director

I.T. Applications and Services Co.,Ltd

Director

Intouch Media Co.,Ltd

Director

Touch TV Co.,Ltd

2012 - Present

Director

Ookbee Co.,Ltd.

2010 - Present

Member of Executive Committee

Advanced Info Service Plc.

2011 - 2014

Senior Vice President - Portfolio Management

Intouch Holdings Plc.

2008 - 2011

Vice President - Portfolio Management

Intouch Holdings Plc.

Chairman of Executive Committee

Thaicom Plc.

Master of Business Administration,

Director Certification Program

2012 - Present

International Finance and

(DCP) Class 89/2007

2011 - Present

Member of Executive Committee

Advanced Info Service Plc.

International Accounting,

Director, Chairman of Executive Committee,

CS LoxInfo Plc

Nortthrop University California,

Chairman of Remuneration Committee,

USA

Chairman of Nomination and CG Committee. Member of Executive Committee, Member of Strategic and

None

Intouch Holdings Plc.

Organizational Review Committee and Chairman of Media & New Business

Mrs. Suwimol Kaewkoon

- Chief Organization Development Officer

0.0035

None

- Chief Operating Officer

None

Mr. Pong-amorn Nimpoonsawat

- Chief Customer Officer

- Chief Finance Officer

0.0001

0.0002

None

General Manager, Global Technology Services

IBM ASEAN

2009 - 2010

Client Advocacy Executive, Chairman's Office

IBM Headquarters

2013 - Present

Chief Organization Development Officer

Advanced Info Service Plc.

Asian Institute of Management,

(DCP) Class 102/2008

2007 - Present

Member of Executive Committee

Intouch Holdings Plc.

2007 - 2012

Master of Business Administration

USA 59

Thaicom Plc.

2010 - 2011

Director Certification Program

University of Southern California,

Mrs. Vilasinee Puddhikarant

Thaicom Plc.

Member of Executive Committee

Master of Business Management

Philippines Mr. Hui Weng Cheong

Director, Chief Executive Officer Aug - Dec 2011

Chief Customer Officer

Advanced Info Service Plc.

2013 - Present

Chief Operating Officer

Advanced Info Service Plc.

2010 - 2012

CEO International

Singapore Telecommunications Ltd.

None

2009 - 2010

Chief Operating Officer

Advanced Info Service Plc.

Bachelor of Economics,

Director Certification Program

2013 - Present

Chief Customer Officer

Advanced Info Service Plc.

East Texas State University

(DCP) Class 134/2010

2012 - Present

Advisor - Customer Service

Airports of Thailand Plc.

2006 - 2012

Executive Vice President - Customer and Service Management

Advanced Info Service Plc.

Master of Management, Sasin Graduate

Director Certification Program (DCP) Class 109/2008

2001 - Present

Chief Finance Officer

Advanced Info Service Plc.

None

2013 - Present

Chief Technology Officer

Advanced Info Service Plc.

None

2012 - 2013

Executive Vice President - Mobile Network Implementation

Advanced Info Service Plc.

2006 - 2011

Executive Vice President - Nationwide Operations and Support

Advanced Info Service Plc.

Institute of Business Administration

None

Chulalongkorn University

Mr.Kriengsak Wanichnatee

- Chief Technology Officer

None

Master of Science in Electrical Engineering, University of

Sounthern California, USA

* Includes holding by spouse and minor children

Page 2 / 3

Name Mr.Chavin Chaivatcharaporn

Age (years) 42

Position - Company Secretary

Share Ratio (%)*

Relationship with Management

None

(Appointed 3 Jan 2013)

Highest Education Master of Law (LL.M), University of Pennsylvania, USA

Illegal Record in past 10 years

Working Experiences in 5 years

Related Training Program held by IOD - Role of the Compensation

2013 - Present

Company Secretary / Advanced Info Service Plc.

Committee (RCC)

2010 - 2013

Assistant Vice President-Legal / Advanced Info Service Plc.

Advanced Info Service Plc.

- Director Certification Program

2003 - 2010

Associate

Hunton&Williams Thailand Ltd.

Advanced Info Service Plc.

None

1999 - Present

Chief Audit Executive

Advanced Info Service Plc.

None

2013 - Present

Assistant Vice President, Investor Relations / Advanced Info Plc.

Advanced Info Service Plc.

None

2011 - 2013

Acting Assistant Vice President, Investor Relations / Advanced Info

Advanced Info Service Plc.

2008 - 2011

Investor Relations Manager / Advanced Info Service Plc.

Advanced Info Service Plc.

(DCP) 192/2014 - Role of Chairman (RCP) - Anti-Corruption for Executive Program (ACEP) 10/2014 - Fundamental Practice for Company Secretay (FPCS 29/2014) - Company Secretary Program Class 51/2013 Mrs.Suvimon Kulalert

- Chief Audit Executive

0.0001

None

(Appointed 1 Jan 1999)

Master of Business Administration -

Director Certification Program

Track Management Information

(DCP) Class 136/2010

System, Oklahoma City University, USA

Professional Certified Public Accountant, Certified Internal Auditor, Certificate in Risk Management Assurance Ms.Nattiya Poapongsakorn

- Assistant Vice President, Investor Relations

(Appointed 1 Apr 2013)

0.00025

None

Master of Technology Management,

Washington State University, USA

Master in Finance, Chulalongkorn University

* Includes holding by spouse and minor children

Page 3 / 3

Annual Registration Statement (FORM 56-1) As of 31 December 2014 Attachment 2 (Translation)

Attachment 2 (1): Information of Directors and Managements of Major shareholder, ADVANC, Subsidiaries and Related Companies As of 31 December 2014 Company Name 1) Director and Management

Holding Company INTUCH

ADVANC

/ /,// // // // -

x / / / / / /,// / /,// / /.// // // -

1. Mr. Vithit Leenutaphong 2. Mr. Somprasong Boonyachai 3. Mr. Aviruth Wongbuddhapitak 4. Mrs. Tassanee Manorot 5. Mr. Surasak Vajasit 6. Ms. Jeann Low Ngiap Jong 7. Mr. Allen Lew Yoong Keong 8. Mr. Narulcha Chittreekan 9. Mr. Ng Ching-Wah 10. Mr. Krairit Euchukanonchai 11. Mr. Somchai Lertsutiwong 12. Mr. Kim Siritaweechai 13. Mrs. Suphajee Suthumpun 14. Mr. Wichian Mektrakarn 2) 15. Mr. Hui Weng Cheong 16. Mrs. Suwimol Kaewkoon 17. Mr. Pong-amorn Nimpoonsawat 18. Mrs. Vilasinee Puddhikarant 19. Mr. Kriengsak Wanichnatee4) X = Chairman of the Board of Directors,

/ = Director,

Joint Venture

Subsidiaries

Company

Related Companies

AIR DPC ADC ACC AMP AMC SBN AIN WDS AWN MMT FXL ABN CLH BMB IH THCOM DTV CSL TMC TCB ISC ADV SHEN CDN LTC IPSTAR IPA OSS IPN STAR SPACE IPI IPG IPJ ITV AM MB ITAS Meditech OOKB

x / / / / -

/ X / / -

x / / / / -

/ / / / / -

x / / / / -

/ / / / -

x / / / -

/ -

/ /,// -

- - - - - - - - - - - - - - - - - - - - - - - - /,// x,// x - - - - - - - - - - - - -

/ -

x,// -

/ -

/ / / -

/ -

Intouch Media

/ / / -

TTV Computerlogy

/ / / -

// = Member of the Executive Committee

1) Including direct and indirect shareholding 2) Resigned from a director and member of executive committee of Advance, effective from 1 July 2014. 3) Registered the dissolution of a Company with Department of Business Development on 8 September 2014 and is currently in the process of liquidation.

รายชื/อบริ ษัท

INTUCH

Intouch Holdings Public Company Limited

CLH

Clearing House for Number Portability Company Limited

OSS

Orion Satellite Systems Pty Ltd.

Computerlogy Company Limited

ADVANC

Advanced Info Service Public Company Limited

BMB

Bridge Mobile Pte. Ltd.

IPN

IPSTAR New Zealand Company Limited

Joint Venture Kantana and Intouch

AIR

Advanced Internet Revolution Company Limited

Information Highway Co.,Ltd.

STAR

Star Nucleus Company Limited

DPC

Digital Phone Company Limited

THCOM

ThaiCom Public Company Limited

SPACE

Spacecode LLC

ADC

Advanced Datanetwork Communications Company LimitedDTV

DTV Service Company Limited

IPI

IPSTAR International Pte Limited

ACC

Advanced Contact Center Company Limited

CSL

CS Loxinfo Public Company Limited

IPG

IPSTAR Global Services Limited

AMP

Advanced MPay Company Limited

TMC

Teleinfo Media Public Company Limited

IPJ

IPSTAR Japan Company Limited

AMC

Advanced Magic Card Company Limited

TCB

TC Broadcasting Company Limited

ITV

ITV Public Company Limited

SBN

Super Broardband Network Company Limited

ISC

International Satellite Co., Ltd.

Artware Media Company Limited

AIN

AIN GlobalComm Company Limited

ADV

AD Venture Public Company Limited

Matchbox Company Limited

WDS

Wireless Device Supply Company Limited

SHEN

Shenington Investments Pte Company Limited

ITAS

I.T. Applications and Services Company Limited

AWN MMT

Advanced Wireless Network Company Limited

CDN

Cambodia DTV Network Company Limited

Meditech

Meditech Solution Company Limited

MIMO Tech Company Limited

LTC

Lao Telecommunications Company Limited

OOKB

Ookbee Company Limited

Fax Lite Company Limited

IPSTAR

IPSTAR Company Limited

Intouch MediaIntouch Media Company Limited

Advanced Broadband Network Company Limited

IPA

IPSTAR Australia Pty Limited

TTV

FXL ABN

Page 1 / 2

Touch TV Company Limited

Joint Venture Kantana and Intouch

Attachment 2 (2): Information of Directors of ADVANC's Subsidiaries As of 31 December 2014 Director

DPC

ADC

ACC

AMP

AMC

SBN

AIN

WDS

AWN

MMT

FXL

ABN

1. Mr. Somprasong Boonyachai

2. Mr. Aviruth Wongbuddhapitak

3. Mr. Allen Lew Yoong Keong

4. Ms. Jeann Low Ngiap Jong

5. Mr. Wichian Mektrakarn

6. Mr. Hui Weng Cheong

X /

7. Mrs. Suwimol Kaewkoon

8. Mr. Pong-amorn Nimpoonsawat

9. Mr. Somchai Lertsutiwong

10. Mrs. Vilasinee Puddhikarant

11. Ms. Sunitaya Shinawatra 12. Mr. Waroonthep Watcharaporn

13. Mr. Kittipong Mekvichitsaeng

14. Mr. Suttisak Kundhikanjana

15. Mr. Noparat Toprasertpong

16. Mr. Issara Dejakaisaya

17. Ms. Jantana Techasirinugool

18. Mr.Sommai Suksumek

19. Ms. Wannaporn Lilahajiva 20. Mr. Weerawat Kiattipongthaworn

21. Mr. Walan Norasetpakdi

22. Mr. Pratthana Leelapanang

23. Mr. Uthai Penrat

24. Mr. Supoch Vathiphud

25. Mr. Supreecha Limpikanjanakowit

26. Mrs. Wannapa Jitkasame

X = Chairman of the Board of Directors,

/ = Director

Page 2 / 2

Annual Registration Statement (FORM 56-1) As of 31 December 2014 Attachment 3 (Translation)

Annual Registration Statement

Opinion of Audit Committee regarding the connected transaction

Attachment 3 Page 1

2014

Annual Registration Statement

Attachment 3 Page 2

2014

Annual Registration Statement

Attachment 3 Page 3

2014

Annual Registration Statement

Attachment 3 Page 4

2014

Annual Registration Statement

Attachment 3 Page 5

2014