PICO: Annual Report 2008

your

STRATEGIC PARTNER

Pico (Thailand) Public Company Limited.

10 Soi Lasalle 56, Sukhumvit Road, Bangna, Bangna, Bangkok 10260, Thailand Tel : (66-2) 748-7007 Fax : (66-2) 748-8521 ,748-8522 www.picothai.com

Annual Report 2008 Pico (Thailand) Public Company Limited.

Contents 02 05 06 09 10

Financial Highlights Message from the Chairman Message from Chief Executive Officer Audit Committee Report Board of Directors

14

Part I Executive Summary

20 21 23 28 35 36 38 39 40 41 57 59 60 67

Part II Security Issuing Company Risk Factors Business Operation Description of Services Research and Development Assets Employed in the Conduct of Business Future Plan Legal Dispute Capital Structure Management Internal Control Intercompany Transactions Operating Results and Financial Position Other Information

72 76

80

81

Part III Certification of Factual Accuracy Attachment 1 Details on Executive and Authorized Managers of the Company Attachment 2 Details on Directors of the Company, Subsidiaries and Associated Companies Attachment 3 Report of the Independent Certified Public Accountants and Financial Statements

PICO (Thailand) Public Company Limited

Annual Report 2008

1

Financial Highlight

Pico (Thailand) Public Company Limited 5 Years Financial Summary 2008 598 1,100%

13% 11%

11%

10% 8%

2008 346 1,900%

1042

2008 1024 2,500%

370

429

2004

2005

Total Assets

527

2006

627

598

2007

2008

ROA

2008 50

64 600% 22%

0.44 2.86 0.3

2008 0.56 3.02 0.38

17%

244

2005317

2006 328

370

429

527

2004

2005

27%

Dividend per Share (Baht)

598

2008

317

328

346

642

720

1,112

1,042

1,024

41

42

71

50

64

0.36

0.62

0.44

0.56

2.86

3.02

0.37

1024

0.30

0.38

22

22

25

2007

6

2008

5

6

22%

2.48

0.27720

Gross Profit Margin (%) Net Profit Margin (%)

627

2007

ROE

2.38 642

2008

284

0.3925%

Net Book Value per Share (Baht)

346 2007

244

Net Income Earnings per Share (Baht)

2006

Total Shareholders’ Equity

Total Revenues

Unit : Baht million

15%

2004284

Total Assets Total Shareholders’ Equity

19%

15%

1112

0.31

27 2004

6

Return on Equity (%) 6%

1042

2006

6

Gross Profit %

Total Revenues

Return on Assets (%)

2.77

25

2005

25%

22%

11

10

15

8

11

17

15

22

15

19

6%

6%

6% 5%

71

64

50

42

41

Earnings per Share

Net Book Value

0.56 Baht/share

Baht/share 3.02 Baht/share 0.38 Highest dividend payment for

Increased by 27% over 2007

2004 2005

2008

2005

Net Income

2.48

0.36

0.62

0.44 0.56

2006

2.77

2.86 3.02

2007

2008

Net Income %

Increased by 5% over 2007

2.38

0.39

2006 2007

2004

Dividend per Share

last 5 years

0.27

0.31

0.37 0.30 0.38

* In 2004 the Company paid dividend totaling Baht 17.26 million and paid stock dividend at 0.77 new ordinary share per 1 existing

ordinary share

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Annual Report 2008

PICO (Thailand) Public Company Limited

15% 15%

11% 11%

11% 11%

10% 10%

8% 8%

627 627

527 527

598 598

Total Assets

429 370 429 370 Shareholders’ Total Equity

Baht 598 million decreased by 5% but ROA increased by 3% over 2007

Baht 346 million increased by 5% and ROE increased by 4% over 2007

15% 15% 11% 11%

11% 11%

10% 10% 8% 8%

370 370

429 429

2004

2005

Total Assets

527 527

2006

627 627

598 598

2007

2008

ROA

15% 15%

Total Revenues 284 284 244 244

15% 15%

317 317

328 328

19% 19%

346 346

Baht 1,024 million decreased by 2% but gross profit margin increased by 3% over 2007

27% 27%

642 642

2004

25% 25%

Total Revenue

6% 6%

22% 22%

22% 22%

1112 1112

1042 1042

720 720

2005

6% 6%

15% 15%

244 244

2004

15% 15%

2006

2007

25% 25%

27% 27%

317 317

328 328

346 346

2005

2006

2007

2008

25% 25%

Net Income 642 642

ROE

22% 22%

22% 22%

1112 1112

1042 1042

25% 25%

1024 1024

Baht 64 million increased by 28% and net income margin increased by 1% over 2007

6% 6%

6% 6%

6% 6% 5% 5%

71 71 41 41

42 42

2004

2005

Net Income

Gross Profit %

6% 6%

720 720

1024 1024

2008

19% 19%

284 284

Total Shareholders’ Equity

22% 22% 17% 17%

22% 22%

17% 17%

2006

50 50

2007

6% 6%

64 64

2008

Net Income %

6% 6% 5% 5%

71 71 41 41

42 42

PICO (Thailand) Public Company Limited

50 50

64 64

Annual Report 2008

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Annual Report 2008

PICO (Thailand) Public Company Limited

Message from

the Chairman

2008 The downturn of world economy and the domestic political problems have widely affected the operations of companies in various businesses. For Pico (Thailand) Public Company Limited, however, it is seen that the ongoing situations are just another test of our strength and also a good chance for the company to execute innovative strategies to create new business opportunities. With more than 20 years of experience in the business, combining with competent personnel and Pico’s worldwide network, we strongly believe 2009 will be another successful year for the company.

The Company is confident that expanding the business In 2008, Pico Thailand’s performance had been outstanding comparing to the previous year with a net in Knowledge Communication field will be valuable to the society and will stimulate the learning of the profit of 64 million baht, a 28 percent increase from society which will eventually lead to a stronger society.

2007. This was the result of the expansion of service

channels and international and domestic customer For Pico Group, our strategy is to shift our position to bases. Such expansion is considered one of the become the Global Total Brand Activation as we foundations to create new business opportunities in believe that this will help to strengthen the company’s the upcoming years. position through the synergy of our chain companies.

In doing so, it will also allow us to provide better Regarding to the direction of 2009, we would like to make this year a year of learning for both Pico Thailand services to our clients as one-stop-brand activation service provider. We believe that our expertise, and the Thai society. With the direction in mind, we knowledge, and skill in this business will drive us to will put our focus on growing the Knowledge achieve this new vision successfully.

Communication business segment, which is created from our vision to become an important part in providing Finally, I would like to thank all shareholders, the Board benefits to the society, especially in the human of Directors, the management team, and all employees resource potential development field. The development for putting your trust in our company. Your trust and comes from our belief that, while the situation in the confidence in our company are the important factors world is still not stabilized, Thailand must be well that have kept the healthy growth of the company and prepared to handle whatever may come. Hence, have made the company recognized as one of the giving the knowledge to the society is one of the ways to prepare and enhance the potential of the country. leaders in global event marketing business. Thank you.

(Mr. Chia Song Heng) Chairman of the Board

PICO (Thailand) Public Company Limited

(Mr. Pised Chungyampin) Executive Chairman

Annual Report 2008

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Message from

Chief Executive Officer

Greeting. May I start by congratulate all our shareholders for being a part owner of one of Thailand’s leading event marketing companies that also has a superbly strong financial position. Our achievements in 2008 have further proved the success of our professional works and company’s successfulness in being a leader in event marketing industry worldwide.

Although overall economy was down in 2008, together with political instability that resulted in losing trust from investors, the Company’s continues to show significant growth in sales. Last year, we were able to generated Baht 1,024 million in sales with net profit of Baht 64 million, which gives us a profit per share at Baht 0.56. This allows us to be able to give dividend to our shareholders at Baht 0.38 per share, which is the highest in five years.

Among highlights in 2008, we are proud to be a part of facilitator at the UNCTAD XII Ghana (Accra, Ghana) event. The event was considered as one of the biggest international events in which the Company felt honor to received trust from our customer to provide the services for this event. We also involved in organizing ITU Telecom Asia 2008 that helped to boost reputation of Thailand in being one of Asia’s leaders in Information Technology. I am also proud to let you know that the Company also helped to design and build Museum of Siam, which we strongly believe that it will eventually help to raise the importance of Thai culture in our society through the new media of learning. The Company also involved in many Corporate Social Responsibilities (CSR) activities.

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Annual Report 2008

In 2008, we helped to build a library at Buddhapanya Temple in Nonthaburi district. I do hope that this library will become a place for our children to learn and grow up to be good people for our society in the future. We also made our annual donations to a school in Petchburi where we also helped to equip them with computers for learning purposes and to ensure that its students will receive equal opportunity to learn as other schools.

In 2009, factors such as economy or politic may still present us with more challenges, which cause the company to be more conscious in doing business and making any investment. However, we aim to expand our customer base to cover customers from other countries. We will also aim to equip our staffs with new skills that are necessary to help us to stay competitive in the market by providing our staffs with creative workshops. This will present us with a good opportunity to improve the Company strategy to be more efficient and effective. We will also look to improve quality of work environment for our staffs.

We believe in “Quality Work, Quality Life” which means personnel with healthy work-life balance will produce high quality of work.

PICO (Thailand) Public Company Limited

Therefore, we will help our staffs to better balance their personal life and ensure that they receive the benefits that they deserve, regardless of the level.

We believe in investing in our people as employee engagement will help our company to strongly move forward as one. On top of all these promises, we will continue to support programs that help to boost the quality of life for Thai people as we have always been doing.

As for business direction in 2009, we aim to expand channels for Knowledge Communication. This will be done by taking our strengths in communication and event marketing, combining with knowledge that need to be communicated to generate effective knowledge communication channels. We believe that this will help to differentiate Pico from the rest of the players in the market, along with helping our society to improve quality of learning for people in Thailand.

The Company will continue to keep strong relationships with our current business partners and customers while expanding our customer base to cover new industries in both local market and global market. This will be accomplished through the strong network that the company already has.

I believe that from our experiences, quality of employees, and Pico’s strong network that has over 30 branches in 26 countries worldwide will help us in 2009 by proving our status of being an elite event marketing company worldwide through amazing events in both locally and internationally. We will also show our care to Thailand’s society though many innovations that will come to improve the quality of lives.

Finally, I would like to thank all our employees who have always been sharing innovative ideas and giving in all their efforts in leading the Company to another successful year in 2008. I would like to thank all our partners and alliance companies for all the supports we received throughout the year. And I also would like to thank all shareholders for your trust and confidence in our company. Everyone played a key role in helping us achieve our goals and be a successful company today. I do hope that Pico (Thailand) Public Company Limited will always receive the trust from all of you throughout the coming years. Thank you very much.

(Mr. Silchai Kiatpaparn) Chief Executive Officer

PICO (Thailand) Public Company Limited

Annual Report 2008

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Annual Report 2008

PICO (Thailand) Public Company Limited

Audit Committee Report to the Shareholders

To the Shareholders of Pico (Thailand) Public Company Limited The Audit Committee of Pico (Thailand) Public Company Limited consists of Mr. Chaiyod Bunyagidj as chairman, Mr. Sern Vithespongse and Mrs. Sasitorn Phongsatorn as members of the committee.

The Audit Committee performs its duty and responsibility pursuant to the delegation of the Board of Directors. In 2008, 6 meetings were held with the executive management and the independent auditor. The results of the meetings are as follows:

Financial Report Preparation, the Committee Compliance, the Committee reviewed transactions diligently reviewed the quarterly and annual financial for compliance to the rules and regulations of the report for 2008 with the executive management and Stock Exchange of Thailand and other related the independent auditor to ensure that the consolidated business laws. Complete compliance is noted. statements are presented accurately and in accordance

with the generally accepted accounting principles Good Governance, the Company is found to abide by and disclosures were accuracy and adequacy. The its commitment to the concept of good governance.

Committee reviewed Intercompany transactions to be Its operation is conducted in a transparent and accountable complied to the rules and regulations of the Stock manner with all stakeholders’ interest in mind.

Exchange of Thailand.

The Committee also reviewed the selection of the Internal Control, the Committee reviewed an internal independent auditor for the Board of Directors to control with the executive management and the present to the shareholders for ratification. Mrs. independent auditor to ensure that the Company has Nachalee Boonyakarnkul certified public accountant a reliable internal control. In addition, the Committee no. 3126, and/or Mr. Niti Jungnitnirundr certified provided an observation and constructive comments public accountant no. 3809 and/or Miss Vipavee on material matters according to the internal audit Boonyaprasit certified public accountant no. 3096 of report for improvement of operations to be more Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. are effective and efficient and each operational department recommended to be elected as the Company’s to have an adequate control process in place. independent auditor for 2009 with a stipend of Baht

2,040,000.

Risk Management, the executive committee and the

executive management realized the importance of On behalf of the Audit Committee risk management. They appointed a dedicated risk

management system to present and reduce risks that may affect the Company’s performance.

Related Transactions, the Committee reviewed all related transactions to ensure that they were conducted (Mr. Chaiyod Bunyagidj) at arms length and is strictly normal trade transactions Chairman of the Audit Committee that the Company closely abides by its commitment Pico (Thailand) Public Company Limited to good governance.

PICO (Thailand) Public Company Limited

Annual Report 2008

9

Board of Directors

As of October 31, 2008 there are nine members of the Board of Directors as follows: Mr. Chia 1.

Mr. Song Chia Heng Song Heng

Chairman Chairman

Mr. Pised Chungyampin 2.

Mr. Pised Chungyampin

Vice Vice Chairman Chairman

Mr. Silchai Kiatpapan 3.

Mr. Silchai Kiatpapan

Director Director

Ms. Nitida Thamasoontra 4.

Ms. Nitida Thamasoontra (1)

Director Director

(2) (2) Mr. Chong MangChee YongKeong 5.

Mr. Chung

Director Director

Mr. Chung CheePholpoke Keong 6.

Mr. Viriya

Director Director

Mr. Viriya Pholpoke 7.

Mr. Chaiyod Bunyagidj

Director Director and and Executive Executive Advisor Advisor

Mr. Sern 8.

Mr. Vithespongse Sern Vithespongse

Independent committee Independent director Directorand andaudit Chairman of the member Audit Committee

Mrs. Sasitorn Phongsathorn 9.

Mrs. Sasitorn Phongsathorn

Independent Independent Director Director and and audit Auditcommittee Committeemember Member

(1)

(3)

Remark (1)(1) Ms. Nitida Thamasoontra removed from an authorized director by the resolution of Extraordinary Removal from authorized was director by the resolution of Extraordinary General Meeting No.1/2008

General Meeting8, No.1/2008 dated November 2008 dated November 8, 2008 (2)(2) Mr. Chung Chee Keong is an authorized director on June 6, 2008.

Resignation from director on May 20, 2008 (3)

(3) Mr. Chong Mang Yong resigned from an authorized director on May 20, 2008

As a director on June 6, 2008 to replace Mr. Chong Mang Yong resignation

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Annual Report 2008

PICO (Thailand) Public Company Limited

PICO (Thailand) Public Company Limited

Annual Report 2008

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Annual Report 2008

PICO (Thailand) Public Company Limited

Part I Executive Summary

PICO (Thailand) Public Company Limited

Annual Report 2008

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Pico (Thailand) Public Company Limited

Part I : Executive Summary Pico (Thailand) Public Company Limited was established on March 15, 1992 and registered in Market for Alternative Investment: MAI on April 19, 2004. Pico (Thailand) Public Company Limited is a network company of Pico Far East Holding Limited (Pico Far East), which is a world-leading company in providing architectural services and event organization. Pico Far East has a vast network of 30 branches in 26 countries worldwide. The Company is among the leaders in Thailand’s event marketing industry with more than 20 years of experience. The Company is well-known for its one-stop service with strong domestic and international network, which gives the Company’s strength in order to be recognized as one of the leaders in global event marketing industry.

The Company has many subsidiaries that are complement and related to company’s operations such as design companies. The subsidiaries are ones of the best in their fields. By subsidizing companies in related fields helps the Company to provide better and more efficient service. The subsidiaries of the Company are PX System Company Limited, Multi Designs Company Limited, NOX Bangkok Company Limited, Inkjet Images (Thailand) Company Limited, Ibrix Company Limited, and DesignLab MISC Company Limited.

The services provided by the Company are including organizing of (1) Meeting, Incentive, Convention, and Exhibition (MICE), (2) Event Marketing and Brand Image Building, as well as (3) Knowledge Communication. The main customers of the Company are in vary industries include government sector, private sector, and international customers.

For the private sector, the main businesses that the Company has continually given the service to are the automotive and the information and communication technology groups. Event Marketing is the main service that the Company has provided for these customers. Chevrolet, Mercedes Benz, Isuzu and Ford are among the Company’s key accounts. Regarding to the government sector, Knowledge Communication, e.g. museum and exhibition, is the major service. Ministry of Science and Technology is one of the Company’s key customers in 2008.

Among the highlights of the Company in 2008 that have taken place in both local and international market includes ITU Telecom Asia 2008, UNCTAD XII Ghana (Accra, Ghana), The 29th Bangkok International Motor Show, Science and Technology Fair 2008, Museum of Siam, and Bio Asia 2008 As of October 31, 2008, the Company has paid-up capital of 115 million baht consisting of 330,000 preferred stocks valued at 1 baht each and 114,669,980 common stocks valued at 1 baht each. Total assets of the Company are 598 million baht. Total liabilities of the Company are 251 million baht. Total equity is 346 million baht. Total revenue is 1,024 million baht. Net profit is 64 million baht and earning per share is 0.56 baht. Throughout the year, the Company has been able to pay dividend to the shareholders at the rate of 0.38 baht per share, which is the highest in the past 5 years.

Annual Report 2008 PICO (Thailand) Public Company Limited 14 Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 1

Pico (Thailand) Public Company Limited

The Company has one important principle in driving business, which is “Quality Work, Quality Life” as the Company believes that high quality performance must come from high quality personnel. Therefore, the Company puts its focus on personnel development and urges its employee to continually develop personal specializations. In addition, the Company also provides fair and sufficient welfare to all levels of employees to promote and to create employee engagement or good relationship between employees and the Company which is considered as an important factor in strengthening the Company to be able to drive the business forward efficiently.

The goal of 2009 of the Company is to become the leader in Knowledge Communication business and expand the service in the field to other business segment. The goal comes from the Company’s intention to be an important part in developing Thai society. The Company believes that, besides differentiating the Company from other companies, developing Knowledge Communication business will provide value to the society as well.

In addition, the Company also has a goal to expand the conference organizing, international trade exposition, and event marketing organizing businesses, all of which are the Company’s core businesses, to cover wider areas. Within 2009, the Company will put emphasize on expanding the service area to various industry groups both internationally and domestically by utilizing the Company’s strong network.

PICO (Thailand) Public CompanyForm Limited (56-1 Form) Information Disclosure

for the year ended October 31, 2008

Annual Report 2008

15 Page 2

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Annual Report 2008

PICO (Thailand) Public Company Limited

PICO (Thailand) Public Company Limited

Annual Report 2008

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Annual Report 2008

PICO (Thailand) Public Company Limited

Part II Security Issuing Company

PICO (Thailand) Public Company Limited

Annual Report 2008

19

Pico (Thailand) Public Company Limited

Part II : Security issuing company Company Name

:

Pico (Thailand) Public Company Limited

Principal Business

:

Management organizing of Meeting, Incentive, Convention, and Exhibition (MICE), Event Marketing and Brand Image Building, as well as Knowledge Communication

Address

:

10 Soi Lasalle 56, Sukhumvit Road, Kwang Bangna, Khet Bangna, Bangkok 10260

Corporate Registration

:

Bor Mor Jor. 0107546000296

Telephone

:

0 – 2748 - 7007

Facsimile

:

0 – 2745 - 8521 / 0 – 2745 - 8522

Website

:

www.picothai.com

Annual Report 2008 PICO (Thailand) Public Company Limited 20 Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 3

Pico (Thailand) Public Company Limited

1. Risk Factors Risk factors that may affect the company’s operation are:

1.1 External Factor The Ever Increasing in Market Competitiveness Due to recent emergence of several entrepreneurs in the market, The Company needs to always revise its strategy to make sure that it can stay competitive in this industry. Not only the Company has extended its services to cover all functions of event marketing, it also created a different by becoming the market leader in Knowledge Communication. This has become the new strength of the Company that allows the company to keep its customer-based while reaching out to new market.

Economic Downturn Situation According to recent economic forecasting, the economy crisis in 2008 may cause long term consequences in which the Company has been keeping its eyes on in order to always be prepared to adjust company’s strategy accordingly. The most obvious impact from economic downturn is the lower investment from business partners.

Therefore, the Company has adjusted its operation to make the most benefits to out customers by providing total solution service from Generate to Organize. It also offers strategic consulting service through Strategic Partner solution to ensure that the services provide by the Company will match the needs of the customers and to make sure that all the costs are well spend.

Unpredictability of Customers There are many factors that can effect customer’s business decisions or marketing strategy, the Company cannot depends on proving services to only a specific group of customers.

In order to face the unpredictability of the customers, the company has adopted a strategy to expand its customer-base to various industries in both domestic and international. By doing so, the Company will become more flexible in doing its business.

Political Effect The political instability is another important factor that affects our industry due to the fact that our business rely so much on number of attendees at each event. For the Company, our target customers and partners are both domestic and international. Therefore, the overall country’s image will reflect the decision of the attendees when they make a decision to participate in an event or work with the Company.

In order to soften the situation, the company is working closely with Thailand Convention and Exhibition Bureau (TCEB) to fix the image of the country

PICO (Thailand)Disclosure Public Company Limited Information Form (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

21 4 Page

Pico (Thailand) Public Company Limited

1.2 Internal Factor Human Resources Risks Our business relies on professional staffs that possess a great deal of skills and creativity to move forward and stay competitive in the market. Therefore, the Company gives high priority in recruiting high potential candidates to join the company. It also continues to give high importance in Employee Engagement by providing a good working environment and provide trainings to staffs for necessary skills. The Company also gives competitive benefits to our staffs to make sure that the company can keep the risk in losing talents under control.

Information Technology Risks Technology plays an important role for the Company in providing its services from designing to organizing. Therefore, if the company does not have necessary technology and professional staffs that are capable of using the technology, it may lose the trust from customers and business partners.

The Company gives high important in investment for technology that required for event marketing industry (i.e. designing software, hardware, printers etc. to keep the company competitive in the market. To reduce the risks that may come with such high investment, The Company will only invest in the “must-have� technology and consider outsourcing for other specific needs from local and international vendors.

Annual Report 2008 PICO (Thailand) Public Company Limited 22 Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 5

Pico (Thailand) Public Company Limited

2. Business Operation 2.1 Historical Development and Major Changes Background Pico (Thailand) Public Company Limited was formed in 1981 as a joint venture between Thai investors led by Mr. Pised Chungyampin and Pico Art International Pte., Ltd. (“Pico Art”) of Singapore, a world class leader in the design and construction of the trade show and exhibition business. The joint venture was named Pico Thai Exhibition Contractor Co. Ltd. Subsequently, Pico Art became listed on the Hong Kong Exchange under Pico Far East Holding Limited (“Pico Far East”) with business expansion covering the entire value chain. Additional investments were also made in the real estate and construction materials. Currently, Pico Far East operates 30 branches in 26 countries Changes and Development Pico (Thailand) Co. Ltd. (Public) has continually developed its organizational structure in order to accommodate changes in the business environment and its strategic objectives. Major developments are as follows: 1992

Pico International Enterprise (Thailand) Co., Ltd. was formed on March 15, 1992 with changes in capital structure and shareholding to accommodate increased challenges. Capital was at Baht 15 million with Pico Far East Holding through Pico Art at 49% and Thai investors at 51%.

1995

PX System Company Limited and Multi Designs Company Limited was established.

1996

Artcom Graphic Company Limited (Renamed to NOX Bangkok Co., Ltd. in 2008). and Inkjet Images (Thailand) Company Limited was established.

2003

Name was changed to Pico (Thailand) Company Limited and registered as a public company and capital also increased to Baht 65 million in September 16, 2003.

2004

Became listed company and traded as Pico (Thailand) Public Company Limited in the Market for Alternative Investment (MAI) of the SET on April 19, 2004.

2005

Registered capital increase from Baht 65 million to Baht 115 million on February 25, 2005.

PICO (Thailand) Public Company Limited Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

236 Page

Pico (Thailand) Public Company Limited 2.2 Overview of the Business of the Company, Subsidiaries and Associated Companies Operation Pico’s business has continually expanded in the scope of products and services as a result of the experience and expertise gained. Products and services are designed to match customers’ needs and new business opportunities are continually explored. Currently, our principal business is the Meeting, Incentive, Convention and Exhibition (MICE) drawing on the inner strength of the company’s specialist personnel and latest technology while simultaneously leveraging on Pico’s worldwide network and resources. This has given us a distinct product advantage and gained customers’ acceptance.

Another business is event marketing where we have over 20 years of experience especially in the face to face or field marketing. By adopting a strategic partnership approach with clients, our product delivery is always distinct and different from competitors being tailored specifically to the customers’ needs. This business has become another principal income generator for us.

Knowledge communication has become another income earner for us. This is a relative newcomer and came as a result of our intent on creating businesses that are also socially rewarding. It draws on our expertise in communication and event marketing skills which are further refined and molded into an effective communication tool. In addition to the social benefits we believe that this business has definite growth potential as reflected in the importance given to it by the various government sectors.

Additionally, we also conduct other businesses and services that complement our main products thus making us a full service provider. Some of these services are: (a) event organizer, (b) supply of construction equipment and decorative materials.

We stress an all inclusive or turnkey approach to our service starting from the design concept, planning, constructing, and arranging exhibition, media selection and event management.

The overall approach in each of our business segment is to focus on the customer, his needs and communication objectives so that a plan can be set for the event. A communication process is then set up to effectively transmit this specific information to the target market with expected reaction whether in terms of sale or product comprehension.

As for the individual business direction our objective is to expand the market share both the physical i.e. site works as well the service i.e. event managing and organizing in the domestic and international arena.

Annual Report 2008 PICO (Thailand) Public Company Limited 24Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 7

Pico (Thailand) Public Company Limited Operation of Subsidiaries and Associated Companies To effectively and completely meet customer’s needs we have invested in businesses which enhance our products and service delivery capability. Our subsidiaries and associated companies are staffed by experts in their individual fields with ready and distinct solutions to meet our client’s demanding needs.

Scope of businesses and services of the subsidiaries and associated companies: Subsidiary Companies 1)

Our subsidiary, PX System Co. Ltd. Exhibition booths assembly for trade and merchandise shows. Also booth and other assets rental.

2)

Our subsidiary, NOX Bangkok Co. Ltd. Specialized event marketing management for clients with exclusive and/or specific target market audience.

3)

Our subsidiary, Multi Designs Co. Ltd. for the design for merchandise show and interior design including print media design.

Associated Companies 4)

Our associated company Inkjet Images (Thailand) Co. Ltd. for the design and graphic work and printing.

5)

Our associated company Ibrix Co. Ltd. for the execution of trade exhibition and related businesses.

6)

Our associated company Design Lab MISC Co Ltd. for specialized architectural design for an exhibition, museum, electronic media and the latest innovative products/ideas

Major Achievements of Our Principal Businesses in 2008 Design and construction of Museum Siam, booth construction and management in the 29th Bangkok Motor Show. Also similar booth construction and management in the International Motor Expo 2008 for: Chevrolet, Mercedes Benz, Isuzu, and Ford.

Additionally, we were privileged in having an opportunity to participate in the staging of international events in Ghana (UNCTAD XII Ghana) and the ITU Telecom Asia 2008 in Bangkok.

Domestically, we were commissioned to manage the National Science and Technology Exposition and participated in the design and execution of the “Dialogue in the Dark” exhibition.

PICO (Thailand) Public Company Information Disclosure Form Limited (56-1 Form) for the year ended October 31, 2008

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Annual Report 2008Page 8

Pico (Thailand) Public Company Limited The Company’s Structure, Subsidiaries and Associated Companies as of October 31, 2008

Pico (Thailand) Public Company Limited

Associated companies

Subsidiaries

PX System Company Limited Design and construction of booths in an

89.99%

exhibition hall Capital registration: 11 MB Inkjet Images (Thailand) Company Limited 22.22% Nox Bangkok Company Limited (1) Event marketing for niche market customer

Graphic design and production of large format printing Capital registration: 6 MB

99.99%

Capital registration: 10 MB

40.00%

Ibrix Company Limited Trade exhibition Capital registration: 5 MB

Multi Designs Company Limited Creative, design and supply of innovation in exhibition, marketing activities and

59.99%

permanent exhibit Capital registration: 4 MB

20.00%

DesignLab MISC Company Limited Specialized design company Capital registration: 2 MB

(1) On October 27, 2008, Artcom Graphic Company Limited changed the name to Nox Bangkok Company Limited.

Annual Report 2008 PICO (Thailand) Public Company Limited 26 Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 9

Pico (Thailand) Public Company Limited 2.3 Revenue Structure for the Past 3 Years ended October 31, Revenue broken into business segments as disclosed in note 24 of the annual financial statement ending October 31, 2008. Followings are the record for the past 3 years.

Million Baht Trade Exhibition and Display Event Marketing Permanent Exhibition and Museum Graphic Design and Printing Organizer Others

2008 % Million Baht

2007 % Million Baht

2006 %

417.24 171.28 46.67 0.40 149.72 222.89

41 17 5 0 15 22

413.11 155.75 271.12 20.28 154.13

41 15 27 2 15

349.84 286.09 236.06 43.84 121.76

34 28 23 3 12

1,008.19

100

1,014.40

100

1,037.60

100

2.4 Business Objectives Pico (Thailand) Public Company Limited has 4 business objectives: 1.

Maximum returns to shareholders. We have continually adjusted our strategy to ensure a smooth and maximum yielding business operation. The key support here is the strength of our local partners and extensive overseas network.

2.

Committed customer focus with uncompromised quality and continual service improvement. Our work must meet with or exceeds customer’s expectation. This involves our continuing skills improvement while maintaining our market leadership position.

3.

Continued building of corporate stability and progressive development. We believe in the concept of “Quality work from Quality people” and actively promote personnel development and employee engagement attitude through good working environment, innovation encouragement and equitable compensation system. We believe that quality work can only come as a result of quality of life of our employees.

4.

Corporate social responsibility. We intend to continue with the business that will yield benefits to society and community such as knowledge communication. We believe that knowledge is the critical factor in human resource development which will ultimately result in the development of the country. We therefore intend to increase our involvement in this business segment.

PICO (Thailand) Public Company Limited Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

2710 Page

Pico (Thailand) Public Company Limited

3. Description of Services The company has 4 principal services: 1.

2.

3.

4.

3.1

Meeting Incentive Convention and Exhibition (MICE) Event Marketing Knowledge Communication Others

Service Description 1.

Meeting Incentive Convention and Exhibition (MICE) The MICE business is one of our principal business segments. In organizing a meeting our operation begins with the meeting with customer to discuss the design of the meeting, the design of activities, ground management all the way to the final step as the organizer of the event. In the trade exhibition or display business our principal focus is on the creation of an effective communication tool leading to the design and construction of booths, lighting, sound and activities targeting the customer’s attention and understanding.

In this business segment we have evolved from being a product design contractor and working with the event organizer on behalf of the customer to being an event or exhibition manager.

This means that our service has become more integrated from the design, plan and implementation of a market communication project in accordance with the marketing objective of the customer As an integrated service provider we have direct control on each stage of the exhibition process. International level of quality is, therefore, possible at each step of the service delivery Major achievements 2008 -

Participation in the organizing of the “ UNCTAD XII Ghana” in Ghana , Africa.

Organized the ITU Telecom Asia 2008 and designed the Thailand Pavilion and CAT Telecom Pavilion Organized the international symposium “ NANO Thailand Symposium 2008 “ National NANO Technology Center Designed venue, decoration and built display used in the 2008 Annual General Meeting of the Shareholders for PTT

Annual Report 2008 Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public CompanyPage Limited11 28Information Disclosure

Pico (Thailand) Public Company Limited 2.

Event Marketing This segment differs from the merchandise and trade exhibition business as it is the customer’s direct marketing communication to his target group aimed primarily at boosting sale. Work contents also differ depending on the individual business and the customer’s communication objective.

Additionally, the scope of business may expand to cover other activities aimed at enhancing the relationship between the customer and his consumers or simply to boost the customer’s corporate image e.g. a special festival in seminar format or an entertainment activity.

The category of events is mostly dependent on the target audience and can be grouped as follows: -

Business to Business (B to B) Event marketing between those who are business operators. Example is trade show/exhibition.

-

Business to Consumer (B to C) Event marketing between business operators targeted at their consumers such as product launch, concerts/entertainment all of which is aimed at creating and bolstering our customer’s relationship with the consumers.

-

Government to Consumer (G to C) Event marketing featuring communication between the government sector and the public such as the public event on government’s achievements.

-

Corporate Identity (CI) Event marketing designed to create and bolster corporate image of a business such as a new image launch.

Event marketing is therefore a recognized marketing tool in the various business segments. It not only adds product value but also reaches the target group directly. We at Pico offers an integrated or turnkey service starting with getting involved in the marketing plan with customer, concept planning and design, constructing an finally putting the show on as the organizer. As an event service provider we also serve the logistic and supportive needs of the customer such as transport and installation services.

Major achievements 2008 -

Design and booth construction and management in the Bangkok International Motor Show; Chevrolet, Mercedes Benz, Isuzu and Ford Design and booth construction and management in Motor Expo for Chevrolet, Toyota Subaru and Ford etc.

Planning and execution of the grand opening of the Chevrolet show room, the Chevrolution Road Show and the Chevrolet launch of the “CAPTIVA” model in Malaysia.

Organizing “Nissan Day” Design and booth display for GE Money in the Money Expo 2008 Display booth for PTTEP IPIT 2008 in the 2008 International Petroleum Technology Conference (IPTC)

PICO (Thailand) Public Company Limited Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

2912 Page

Pico (Thailand) Public Company Limited 3.

Knowledge Communication Our other major business segment is the knowledge communication. This business stems from our desire to produce work that is not only financially rewarding but also yields benefits to the community and society. This business draws on our extensive experience and knowledge in the various specialized areas which are then blended and communicated through the various channels to produce an effective learning experience thereby creating a new learning process.

We have provided these services to both the private and public sector whose objective is to transmit or spreading knowledge to the public through temporary , semi permanent and permanent exhibition , learning and visitor centers knowledge transfer centers and museums.

Our service is premised on the most effective means of communicating the knowledge to the general public. In addition to the venue design we also plan and devise an appropriate learning program of the knowledge to be communicated to the target audience or an individual earner.

To achieve this end we need to understand the behavior of the learner, the appropriateness and depth of the material, the ease of the experience absorption and other relevant environmental conditions. Due consideration of these factors will result in our thorough understanding of the subject by the learner who can make further gain by combining this new learning with his existing knowledge/ experience. Personal as well societal benefits will have been achieved.

Our operation begins with the initial project outline, research, design of the learning program, exhibition design, production and ending up with the museum management Major achievements 2008 -

Design and construction of Museum Siam Improvement of museum and the history lesson building of the military preparatory school, Nakorn Nayok Province Design and construction Information Center for Office of His Majesty’s Principal Private Secretary Design and exhibition management “Dialogue in the Dark” in the National Science and Technology Symposium 2008.

Organizer of the National Science and Technology Fair 2008 Organizer of the 2008 “Reading” fair Organizer of the 2008 academic seminar NSTDA Annual Conference Organizer of the seminar and related exhibition on “ Global Warming Exhibition” of the ICT Ministry Informal seminar of Institute for gifted and innovative learning “ The 2008 Annual conference: Creative Brain…towards Creative Economy and Society”

Annual Report 2008 Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public Company Limited 30 Information Disclosure Page 13

Pico (Thailand) Public Company Limited 4.

Others Beside the services mentioned, we have other services to support and facilitate the customer’s business.

-

Rental of large air-conditioned tents from 1,000 sq. m. up to more than 20,000 sq. m. This serves to provide additional temporary space to exhibition organizers or large projects requiring significant covered space.

Graphic design for signage and banner projects used in advertising and/or public relation work Furnishings to complement the counter display as product point of purchase. These are eye catching units placed in the exhibition booth or department store to increase sale in accordance with the target’s marketing plan Interior design of offices and corporate identity

Major achievements 2008 3.2

Construction and temporary building in the Metalex 2007 exhibition

Market and Competition 1.

Overview of the market and marketing policy Despite the continued steady growth in the event marketing competition is not intense relative to the other business segments since the industry is characterized by small producers with limited service capability compared to Pico. However, the current economic slowdown and political instability may impact our operation.

As a market leader we are determined to continually develop our organization to accommodate the changing environment to meet the expectation of our customers. We are committed to the following improvements and development: 1. Develop a close relationship with customer. Our focus is to get close to the customer through the dispensing of advice on event marketing management. Additionally, we also focus on the expansion of our customer base throughout the various industrial segments both in and outside of Thailand.

2. Using the latest and state of the art technology. We continually strive to improve on our design, conceptual ideas and human resources in order to accommodate the changing technological environment and to maintain our recognized leadership position in the technology area.

3. Improvement in quality of services rendered. We focus on the delivery of an integrated service package where the customer can conveniently avail of our one stop service and save time. Apart from the comprehensive service package strict quality control; at each step of service delivery is always assured.

4. Service quality improvement. Our strategic objective is uncompromised service and customer’s complete satisfaction. We believe that service quality is a reflection of personnel quality. We, therefore, give primary consideration to personnel development and improvement so as to ensure product/service quality and customer’s satisfaction.

PICO (Thailand) Public Company Limited Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

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Annual Report 2008 Page 14

Pico (Thailand) Public Company Limited For 2009 our policy direction is to grow the knowledge communication business as it is a relatively new segment in the market with a strong growth potential. We believe that we will be able to become drive this business as a leader in both the domestic and international market place.

2.

Customer Profile Our customers are those with a track record of consistent growth with an international aspiration. These are state and/or state supported companies and private operation which need to increase market awareness/penetration and turnover. They are divided into 2 categories as follows: 1. State enterprise and other government agencies, the public sector regularly conducts events to publicize the workings of its units in order to increase public awareness and understanding. This includes also the promotional activities for government supported industries aimed at sustaining the economic growth. The agencies that are responsible for such activities are: the Ministry of Culture, the Ministry of Information and Communication Technology, Ministry of Science and Technology, Ministry of Education and the Department of Export Promotion.

2. The private sector is as follows: -

The automobile sector

:

This group emphasizes event marketing as it provides a venue for the consumer to make the decision immediately.

-

The telecommunication sector :

This is a business characterized by high growth and intense competition and pays a significant interest in the event marketing / communication.

-

The energy sector

:

This group has a record of consistent growth and recognizes the importance of corporate social responsibility. It regularly conducts activities aimed at increasing the public understanding of its organizations.

-

The financial institution sector

:

The retail banking business is characterized by intense competition with constantly changing marketing strategy to meet customer’s demand.

Event marketing is therefore the preferred choice of communication for this industry.

-

Other sectors

:

With the continued economic growth the consumer product, business also needs to communicate more to meet the challenges of greater competition e.g. the apparel, food and jewelry industry.

Annual Report 2008 Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public Company Limited 32 Information Disclosure Page 15

Pico (Thailand) Public Company Limited

Customer Group State enterprises/government Private Sectors Automotive Telecommunication Energy Financial Institute Food and beverage Others

3.

Income Portion 2007 MB %

(MB)

2008 %

144

14

397

40

278 262 15 9 0 300

27 26 2 1 0 30

254 65 0 28 12 258

25 6 0 3 1 25

1,008

100

1,014

100

Our Project Management Process 1. Direct customer contact Our marketing team constantly tracks customer’s business and needs. Specific product/service package is then tailored and presented to customer to match his objectives and budget. If selected, the marketing team will pass on the package to the production department which will carry on with the customer.

2. Customer relationship management We are committed to an international standard of excellence. Customer’s trust and complete satisfaction are foremost on our agenda. This assures us of repeat business 3. Business alliances Business alliances with the trade organizers and other players in the event marketing industry is a channel that provides a marketing channel to customer 4. Customer’s recommendation With over 20 years experience with international standard operation, we often receive referral business from our satisfied clients 5. Pico Far East and the extensive worldwide network With our Pico Far East affiliation and its extensive network in 26 countries we have direct access to various institutional names when they come to Thailand

PICO (Thailand) Public CompanyForm Limited (56-1 Form) Information Disclosure

for the year ended October 31, 2008

Annual Report 2008

33 16 Page

Pico (Thailand) Public Company Limited 3.3

Product Sourcing The keys steps in our products sourcing process are as follows: Marketing Study customer’s background/information Customer contact to determine their marketing and objective and requirements Conceptual design and operational plan

Design -

Research on specific requirements of customer Realization of conceptual design, structure or exhibition with support from subsidiaries such as Multi Designs Co., Ltd. or Design Lab MISC Co., Ltd. Budget and breakdown presented to client

Construction -

We will either do the construction or sub-contract out to outside specialists with tracking on quality. We will perform the supervision and final survey before handing over to client.

Project Management -

3.4

Once production is completed, we will commence to build a stand by team to manage all aspects of the project to ensure of success e.g. publicity, cleaning and security. We will be in charge of these services until the end of the project

Work in Progress as of October 31, 2008 Undelivered works 1 2 3

Event Marketing Knowledge Communication Others

Total Value (MB) 82.00 22.68 2.94 107.62

34

Annual Report 2008 (Thailand) Public Company Limited Information Disclosure Form (56-1 Form) for the year ended October 31,PICO 2008 Page 17

Pico (Thailand) Public Company Limited

4. Research and Development The Company’s research and development focuses on the enhancement of our capability to convey the professionalism in each line of business and utilize the knowledge to the up most extent by sending of personnel for training in and outside of the country as well as always on the lookout for overseas talents to join our team and research together with finding the ways to adapt new products and procedures to be used in individual projects.

PICO (Thailand) Disclosure Public Company Limited Information Form (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

3518 Page

Pico (Thailand) Public Company Limited

5. Assets Employed in the Conduct of Business 5.1 Property, Plant and Equipment as of October 31, 2008 -

Details of the company’s land and building Type of rights

Net Value (MB)

2 rai 200 Outright Owner square wah

43.70

None

4,097 sqm Outright Owner

34.21

None

Outright Owner

-

Property, plant and equipment

Area

Title deeds no. 216194-7 Soi Sukhumvit 105 (Lasalle 56) Sukhumvit Road, Bangna District, Bangna Sub-district Bangkok 10260 Office Building, 10 Soi Lasalle 56 Sukhumvit Road, Bangna District, Bangna Sub-district Bangkok 10260 Land Improvement

-

Details of other assets Assets Vehicles Vehicles Office Equipment Computer Equipment & Machinery Office Decoration Operating accessories

36

Commitment

Type of ownership

Net book value (MB)

Commitment

Outright owner On hire purchase Outright owner Outright owner Outright owner Outright owner Outright owner

0.10 7.91 4.78 4.66 0.02 5.28 7.17

None 7.91 None None None None None

Remark with leasing companies

Annual ReportDisclosure 2008 (Thailand) Public Company Limited Information Form (56-1 Form) for the year ended October 31,PICO 2008 Page 19

Pico (Thailand) Public Company Limited 5.2 Intangible Assets The Company pays an annual royalty equals to 2.53 % of total revenue to Pico Art International Pte. Ltd. (“Pico Art”). This is in connection with an “Offshore Services Agreement and “Intellectual Property License Agreement” dated July 10, 1992 and amended November 3, 2003. Under this agreement, the company is entitled to use the logo, trade name, technology and new innovation of Pico Art International Pte., Ltd. in its conduct of business. This privilege will continue, irrespective of Pico’s Art’s shareholding in the company, provided that the royalty payment is paid until the company terminates the agreement. Additionally, Pico Art agrees not to compete for business in Thailand directly or indirectly. The agreement does not preclude Pico to serve foreign clients in a foreign country provided that it is a direct request by the clients.

5.3 Investment Policy Pico’s policy is to invest in a business operation that will complement and enhance its ability to deliver an integrated product offering e.g. a design company.

Pico invested in PX System Co., Ltd. and Multi Designs Co., Ltd. in 1995 and Artcom Graphic Co., Ltd. (Renamed to NOX Bangkok Co., Ltd. on October 27, 2008) and Inkjet Images (Thailand) Co., Ltd. in 1996. Additional investments were made in 2006 in IBRIX Co., Ltd., and DesignLab MISC Co., Ltd. in order to extend our product range. These investments permit Pico to offer a comprehensive and integrated product/service to clients.

In the management of these companies, Pico is represented on the executive board and participates in the setting of policy and the implementation thereof. The subsidiaries and joint ventures are encouraged to seek outside businesses to lessen dependence on Pico with no greater than 30% of turnover being “captive” business. This will encourage independent growth and reduce the overall operating risks.

PICO (Thailand) Public CompanyForm Limited (56-1 Form) Information Disclosure

for the year ended October 31, 2008

Annual Report 2008

37 20 Page

Pico (Thailand) Public Company Limited

6. Future Plan The Company will focus on the flexibility to change and adapt our organization in line with the changes in the business environment. Due consideration will be given to the political, economic risks and the changes in our customer’s profile and the community in general. We have established our future direction and policy as follows: -

Expansion into the international market capitalizing on our established expertise.

-

Integrate our operation to cover the entire process from upstream to downstream e.g. from construction to management. This will have a significant impact on our operation within 5 years time horizon.

-

Expand the scope of business especially in the educational projects that will yield increased benefits and returns to the community.

Annual Report 2008 PICO (Thailand) Public Company Limited Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 21 38Information

Pico (Thailand) Public Company Limited

7. Legal Dispute In 2008, the Company has one legal dispute, which is still in the Labor Court, and its detail is as follows: Court case Court Case No. Starting case date Prosecutor Defendant Factual basis Progress of court case

: : : : : : :

Central Labor Court Black No. 2312/2551 June 9, 2008 Miss Nitida Thamasoontra Pico (Thailand) Public Company Limited Total approximately Baht 50 million Under investigation of prosecutor

The opinion of management on this case: Should the defendant win the case, there is no any liability for the Company. However, the management believed that in case the Company loses the case, the prosecutor shall receive compensation in the amount of 10 month and notice of 1 month salaries of the last month salary amount according to the labor law.

PICO (Thailand) Public Company Limited Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

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Pico (Thailand) Public Company Limited

8. Capital Structure 8.1 Stock of the Company The Company has a registered capital of Baht 115,000,000 with Baht 114,999,980 paid up, divided into 330,000 preferred shares with the par value of Baht 1 and 114,669,980 common shares with the par value of Baht 1.

Rights of Common and Preferred Shares With respect to receipt of dividend payment, the Company’s bylaws establish no difference in rights between common and preferred shares.

In voting rights, preferred shares will be subordinated to common shares. 10,000 preferred shares will count as 1 vote whereas one common share equals one vote.

8.2 Common Shareholders Name list and portion of top ten shareholders shown as book registered as of October 31, 2008

Item 1 2 3 4 5 6 7 8 9 10

Shareholder Name list

Share Share Amount holding %

Pico Art International Pte Ltd. (1) Mr. Pised Chungyampin (2) Thai NVDR Co., Ltd. Citibank International Plc. (Luxembourg Branch) Mr. Supawit Wattanaphant Mrs. Jirphan Sathienpakiranakorn Mr. Silchai Kiatpapan (2)

46,000,100 29,207,438 4,394,679 3,871,800 2,177,400 2,000,000 1,537,285

40.12 25.47 3.83 3.38 1.90 1.74 1.34

Mr. Suwiphant Ditsayamolthon Credit Suisse Singapore Branch Mrs. Asara Tulyathan

1,276,138 1,121,400 1,074,455 92,660,695

1.11 0.98 0.94 80.81

Remarks: (1) Chairman of the company is a director of Pico Art International Pte Ltd. (2) Be an executive director of the Company

8.3 Dividend Policy Provided that there are no other needs such as major business expansion, the Company and subsidiaries have the policy to pay out the dividend at the rate of approximately 40% of net profit after taxes.

Annual Report 2008 PICO (Thailand) Public Company Limited 40 Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 23

PICO (Thailand) Public Company Limited

Annual Report 2008

41

Executive Vice President Event Marketing I Miss Supaporn Sawangjitt Vice President Strategic Marketing

Chief Executive Officer Mr. Silchai Kiatpapan

Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Senior Executive Vice President Event Marketing & Special Project Mr. Chokchai Vatcharanirunkul

Executive Committee

Board of Directors

Executive Chairman Mr. Pised Chungyampin

The Company structure as of October 31, 2008 is as follows:

9.1 Management

9. Management

Human Resources Manager

Audit Committee

Chief Financial Officer Mr. Chaijit Tehasuwanarat

Page 24

Pico (Thailand) Public Company Limited

Pico (Thailand) Public Company Limited

Organization Structure of Directors There are 5 boards in the Company’s structure.

1) The Board of Directors As of October 31, 2008 there are 9 members of the Board of Directors. 5 of whom are non management and 3 are independent directors as follows: 1 Mr. Chia Song Heng Chairman 2 Mr. Pised Chungyampin Vice Chairman 3 Mr. Silchai Kiatpapan Director 4 Ms. Nitida Thamasoontra (1) Director 5 Mr. Chong Mang Yong (2) Director 6 Mr. Chung Chee Keong (3) Director 7 Mr. Viriya Pholpoke Director and Executive Advisor 8 Mr. Chaiyod Bunyagidj Independent director and Chairman of the audit committee 9 Mr. Sern Vithespongse Independent director and audit committee member 10 Mrs. Sasitorn Phongsathorn Independent Director and audit committee member With Mr. Chaijit Tehasuwanarat as the secretary to the Board of directors Remark

(1) Removal from authorized director by the resolution of Extraordinary General Meeting No.1/2008 dated November 8, 2008 (2) Resignation from director on May 20, 2008 (3) As a director on June 6, 2008 to replace Mr. Chong Mang Yong resignation

Terms of Office Members of the Board serve a period of 3 years.

In the annual general meeting of shareholders, 1/3 of all directors must retire by rotation with the longest serving directors retiring first. Retiring directors may be reelected to serve another term.

Directors Authorized to Sign and Bind the Company Directors authorized to sign and bind the Company are Mr. Pised Chungyampin together with Mr. Chia Song Heng or Mr. Silchai Kiatpapan or Mr. Chung Chee Keong, constituting 2 signatures with the Company’s seal affixed.

Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 25 Annual Report 2008 PICO (Thailand) Public Company Limited 42 Information

Pico (Thailand) Public Company Limited Scope of Authority of the Board of Directors 1

The Board of Director’s functions The Board of Directors shall act to ensure maximum benefits from the conduct of the Company’s business by using its knowledge and experience to the fullest capability. It shall conduct its role according to the Company’s memorandum of association and bylaws with due care and discretion to protect the rights of and be responsible to the shareholders.

2

Establishing the Company’s objectives, business direction and policy The Board is charged with the setting of appropriate policy and business direction of the Company except the policy or business direction which requires shareholders’ approval.

3

Appointment and supervision of the Executive Committee The Board is empowered to appoint a committee consisting of directors as it deems appropriate to act as an Executive Committee to manage on its behalf. In this respect the Board of Directors at its meeting 1/2003 held on August 29, 2003 resolved to appoint an Executive Committee and clearly established its scope, power and duties. The Board of Directors will be responsible for the supervision to ensure that the Executive Committee effectively carries out the approved policies.

4

Appointments and delegation of authority to other persons.

The Board of Directors may appoint any other person to conduct the Company’s business under its supervision or it may delegate authority to said person as it deems appropriate. The time period of this authority delegation shall be set as the Board deems appropriate and the Board may rescind, remove, alter or modify such delegation. Such appointment or delegation shall fall under the following rules: 1) Any appointment and authority delegation shall not be bestowed on person(s) with a vested interest in or is in conflict with the Company or its subsidiaries.

2) Person(s) so appointed and delegated shall not be able to approve transactions that involve themselves or persons that may be in conflict with, possessing vested interest in or having any other potential conflict of interest against the Company or its subsidiaries 3) Appointment and delegation must be accompanied by a clear establishment of scope of authority, duty, and responsibility and must be in accordance with the resolution of the Board of Directors meeting attended by independent directors or members of the audit committee. In the case that such delegation of power is objected to by a member of the independent director or an audit committee member such objection shall be clearly recorded in the minutes of the meeting.

PICO (Thailand) Public Company Information Disclosure FormLimited (56-1 Form) for the year ended October 31, 2008

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Annual Report 2008Page 26

Pico (Thailand) Public Company Limited 2) The Executive Committee As of October 31, 2008, the Company has 6 executive committee members as follows: 1 2 3 4 5 6

Mr. Pised Chungyampin Mr. Chia Song Heng Mr. Silchai Kiatpapan Mr. Chokchai Vatcharanirunkul Ms. Supaporn Sawangjitt Mr. Chaijit Tehasuwanarat

Chairman Vice Chairman Executive Committee Member Executive Committee Member Executive Committee Member Executive Committee Member

Scope of Duty and Authority of the Executive Committee 1

To propose for the Approval by the Board of Directors the followings: - Business objectives and direction.

- Business strategy and policy.

- Annual business plan and budget.

- Organizational structure and management including details on selection, training, recruitment and termination of employees.

2

Supervision and overseeing that the Company’s business operation follows the Board’s approved business strategy, policy and plan.

3

Screening of business contractual obligations of the Company, acquisition of assets or rights to be used to the benefit of the Company. This includes the setting up of negotiating processes in the closing of the said contracts.

4

Screening of fiduciary contracts, lending, borrowing and undertaking of guarantee by the Company.

5

Acting on contract amendment and termination in accordance with the Executive Committee’s discretion.

6

To consider the profit and loss account of the Company and the proposal of an interim or annual dividend payment to the Board of Directors for approval.

7

To engage in any other action in order to support the above or as may be delegated by the Board of Directors from time to time.

The foregoing duties and powers of the Executive Committee shall be under the law and the Company’s bylaws. The Executive Committee shall not have the authority to approve transaction that its members or others may be in conflict with or possess a vested interest in or having any conflict of interest against the Company or its subsidiaries. Should such a case arise, the Executive Committee shall refer the case for consideration by the Board of Directors.

Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 27 Annual Report 2008 PICO (Thailand) Public Company Limited 44 Information

Pico (Thailand) Public Company Limited 3) The Audit Committee As of October 31, 2008, there are 3 members of the Audit Committee as follows: 1 Mr. Chaiyod Bunyagidj Chairman of Audit Committee 2 Mr. Sern Vithespongse Audit Committee member 3 Mrs. Sasitorn Phongsathorn Audit Committee member Mr. Chaijit Tehasuwanarat servicing as secretary to the committee Qualifications of the Audit Committee and Independent Directors 1

Holding less than 1% of the outstanding shares with voting rights in the Company, subsidiaries, associated companies or persons deemed to represent conflict of interest (including such persons described in code 258 of the Securities and Exchange Act B.E. 2535).

2

Having no part in management including not being a member of the employees, staff, salaried advisor or authorized management of the Company, subsidiaries, associated companies or a person deemed to represent a conflict of interest during the past 2 year before appointed.

3

Having no direct or indirect business relationship, benefits, stake in the Company. This covers the financial and administration of the Company, subsidiaries, associated companies or persons where conflicts could compromise independence.

4

Not being closely related to management, major shareholders of the Company, subsidiaries, associated companies or persons who may be in conflict. Not also having been appointed as attorneys representing the interest of the directors or the major shareholders.

5

Not having been appointed as a Company director to represent major shareholders who may related to other majors shareholders.

6

Having no other condition that would impair the rendering of independent opinion

7

Independent Director processing the quality as outline in 1-6 above may be assigned by the Board of directors to carry on the operation of the Company, subsidiaries and associated Company or other juristic entities that may be in a conflict of interest situation. The decision may be made collectively.

Scope of Authority of the Audit Committee The Audit Committee has the duties as delegated by the Company’s board of directors, as follows: 1

To review the Company’s financial reporting process to ensure that it is accurate and adequate;

2

To review Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chef of an internal audit unit or any other unit in charge of an internal audit;

3

To review the Company’s compliance with the law on securities and exchange , the Exchange’s regulations, and the laws relating to the Company’s business;

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Pico (Thailand) Public Company Limited 4

To consider, select and nominate an independent person to be the Company’s auditor, and to purpose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year;

5

To review the Connected Transactions, or the transactions that may lead to conflicts of interest, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company;

6

To prepare and to disclose in the Company's annual report, an audit committee's report which must be signed by the audit committee's chairman and consist of at least the following information: (a) an opinion on the accuracy, completeness and creditability of the Company's financial report (b) an opinion on the adequacy of the Company's internal control system, (c) an opinion on the compliance with the law on securities and exchange, the Exchange's regulations, or the laws relating to the Company's business, (d) an opinion on the suitability of an auditor, (e) an opinion on the transactions that may lead to conflicts of interests, (f) the number of the audit committee meetings, and the attendance of such meetings by each committee member, (g) an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and (h) other matters to be concerned by shareholders and investors under the assignment and by the Company’s Board of Directors

7

To perform any other act as assigned by the Company’s board of directors, with the approval of the audit committee.

4) The Nomination Committee The Nomination Committee was appointed by the Board of Directors’ meeting No. 6/2007 on December 14, 2007 as follows: 1 2 3 4 5 6 7 8 9

Mr. Chia Song Heng Mr. Pised Chungyampin Mr. Silchai Kiatpapan Ms. Nitida Thamasoontra (1) Mr. Chong Mang Yong (2) Mr. Viriya Pholpoke Mr. Chaiyod Bunyagidj Mr. Sern Vithespongse Mrs. Sasitorn Phongsathorn

Remark

Chairman Director Director Director Director Director Director Director Director

(1) Removal from authorized director by the resolution of Extraordinary General Meeting No.1/2008 dated November 8, 2008 (2) Resignation from director on May 20, 2008

Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 29 Annual Report 2008 PICO (Thailand) Public Company Limited 46Information

Pico (Thailand) Public Company Limited 5) The Remuneration Committee The Remuneration Committee was appointed by the Board of Directors’ meeting No. 6/2007 on December 14, 2007 as follows: 1 2 3 4 5

Mr. Chia Song Heng Mr. Chaiyod Bunyagidj Mr. Sern Vithespongse Mrs. Sasitorn Phongsathorn Mr. Viriya Pholpoke

Chairman Director Director Director Director

Scope of Duty and Authority of the Nomination and Remuneration Committees 1

To screen and select the appropriate person (s) as member (s) of the Board of Directors and to propose the selected individual to the Board of Directors who then submit to the shareholders’ meeting for approval.

2

To determine the remuneration package and other benefits, duty and responsibility of Executive Chairman and Executive Chief Officer, along with procedure and performance evaluation, will be for consideration of yearly compensation.

9.2 Selection of Directors and Management Executives In the selection process for directors the chairman will appoints the Nomination Committee to assist in the consideration of persons with appropriate qualifications which do not run contrary to the laws governing public companies. Criteria used will be vision, basic qualifications and extensive experience which will be beneficial to the Company. Such person must be of highest moral value and unquestioned ethics in accordance with code 68 of the Public Company Act 2535 and the relevant announcements of the SEC and SET. The selected person is then submitted to the Board for election during its meeting.

In the case that a directorship becomes vacant for reasons other than the rotational retirement the remaining directors at its subsequent meeting may elect a suitably qualified person to fulfill the vacated position. No shareholder’s meeting is needed for this election. The replacement director may only serve out the remaining tenure of the vacated director.

Information Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand)Disclosure Public Company Limited

Annual Report 2008

Page 4730

Pico (Thailand) Public Company Limited

9.3 Directors’ Compensation 1) Monetary Compensation Directors The shareholders at its 2008 Annual General Meeting of Shareholders held on February 15, 2008 approved directors’ compensation and bonus payment for 2008 in the amount not exceeding Baht 5,000,000 with the allocation to be decided by the directors. This approval is effective immediately after approval and is valid until change is resolved by the shareholders.

The criteria for director’s fee as follows: 1. Monthly compensation Baht 5,000 per person 2. Meeting attendance at Baht 15,000 per meeting attended 3. Baht 200,000 annual compensation per person to 3 audit committee members payable quarterly 4. The Board of Directors has approved a bonus payment to the 3 independent directors and one advisor totaling 4 persons with payment to be considered from individual responsibility of each director.

Monetary compensation to directors in 2008 as a resolution of the Board of Directors as follows: Name 1.

2.

3.

Mr. Chia Song Heng Mr. Pised Chungyampin Mr. Silchai Kiatpapan

4.

5.

6.

7.

8.

9.

10.

Miss Nitida Thamasoontra (1) Mr. Chong Mang Yong (2) Mr. Chung Chee Keong (3) Mr. Viriya Pholpoke Mr. Chaiyod Bunyagidj Mr. Sern Vithespongse Mrs. Sasitorn Phongsathorn

Remark

(1) (2) (3)

Monthly Fee (person/year)

Attending Fee

60,000 60,000 60,000 60,000 35,000 25,000 60,000 60,000 60,000 60,000

60,000 75,000 75,000 60,000 15,000 30,000 75,000 75,000 60,000 75,000

540,000

600,000

Audit Committee

Bonus

Total (Baht/Year)

200,000 200,000

800,000 840,000 810,000 810,000

120,000 135,000 135,000 120,000 50,000 55,000 935,000 1,175,000 1,130,000 1,145,000

600,000

3,260,000

5,000,000

200,000

Removal from authorized director by the resolution of Extraordinary General Meeting No.1/2008 dated November 8, 2008 Resignation from director on May 20, 2008 As a director on June 6, 2008 to replace Mr. Chong Mang Yong resignation

Management In 2008 and 2007 monetary compensation was paid to 6 members of management and 1 advisor in the amount of Baht 25.21 million and Baht 30.40 million respectively.

2) Other compensation - None -

Information Disclosure 31 Annual Report 2008 Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public CompanyPage Limited 48

Pico (Thailand) Public Company Limited

9.4 Good Corporate Governance The Company’s policy is for its members of the Board to comply with the regulations of listed companies with respect to the duty and responsibility of directors. Subsequent to the Company’s transformation to a public company, the Board of Directors and the Audit Committee together established supervisory guidelines in overseeing the Company’s operation and to clearly define the scope of authority of directors and management. This covers compliance to the law, memorandum of the association, bylaws and the resolutions of the shareholders with honesty, integrity and utmost care to ensure maximum benefits to the Company. The directors are also charged with establishing the Company’s policy and business direction and to ensure that the set policy is followed by management.

Pursuant to the guidelines established by the SET for listed companies in 2006 on operation oversight 5 principal areas are established: 1. Rights of Shareholders Shareholders are the rightful owners of the Company whose rights and privileges are recognized and respected. These are: shares buy/sell, shares transfer, profit sharing, rights to attend meetings, participate in agenda deliberation and voting.

The Board of Directors shall arrange a shareholders’ meeting with a 7 day advance notice to all shareholders. Shareholders will be informed in writing of all agenda together with the directors; opinion and recommendation for each of the agenda presented. During the meeting the shareholders will have the rights to freely question and express their opinion during the deliberation of each issue. Minutes of the meeting will be recorded accurately and in full covering questions and answers for shareholders’ later perusal.

2. Equal Treatment to All Shareholders Each shareholder or group of shareholders is treated equally whether they are management or non management, majority or minority shareholders or foreign shareholders: -

Shareholders unable to attend meeting may appoint proxy holders to attend and vote on their behalf.

To ensure transparency and accountability Shareholders who are executive committee members shall not add unnecessary agenda to the meeting especially significant issues where shareholders need time to study the motion prior to making a decision.

3. Stakeholders All stakeholders are equally treated to foster a harmonious relationship leading to the growth and prosperity of the Company in the long run.

Information Disclosure FormLimited (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public Company

49

Annual Report 2008Page 32

Pico (Thailand) Public Company Limited The followings are undertaken: Employees:

The Company is fully cognizant that employees are its most important asset and the key to its growth. Training programs are established and on going to develop the best talents in the business. Competitive compensation package and benefits such as provident fund, life and health insurance are periodically reviewed to ensure that we remain competitive in the market. Feedbacks are encouraged so that management can learn of grievances and work toward a mutually acceptable resolution.

Trading partners:

Honor the market practice and contractual obligations in dealing with our trading partners

Customers:

Maximum benefits to the customers through the best and highest service quality, product standard, responsive to needs and respect of customer’s privileged information.

Competitors:

We believe that competition induces creative development and we abide by the rules of a good competition. We will not resort to predatory practices on our competitors.

Creditors:

We believe that contractual obligations must be honored to foster a mutually beneficial relationship in the longer term.

Community:

We are aware of our duty and responsibility to the community and strive to ensure that the rights of all stakeholders are protected through strict compliance to the law and regulations. In cooperation with General Motor Sales (Thailand) and Chevrolet Sales (Thailand) we have built 15 libraries for provincial schools with 7 completed and handed over: Banrongdu School in Petchaboon, Baanphonoi School in Trang, Hua Hin Rajbamrung School in Karasin and Baan Huay Plu Nang School in Trang, Wat Baan Ang School in Chanthaaburi, Wat Baan Kai School in Rayong and Baan Rai Nai School in Prachuabkirikhan. Additional 8 libraries are completed throughout the country.

4. Disclosure and Transparency We recognize the significance of disclosures, financial or otherwise to the public. These disclosures are made through the channels prescribed by the law and the SET in its annual disclosure form and annual report and also other channels such as our website and the regular meeting with securities analysts. We are confident that shareholders can have access to the necessary information from these channels. Moreover, shareholders and the general public can readily reach our investor relations officer for additional information.

Mr. Chaijit Tehasuwanarat, Chief Financial Officer, serves as the investor relations officer and may be reached at 02-748-7007 or email address chaijit@picothai.com

Disclosure Annual Report 2008 Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public CompanyPage Limited33 50Information

Pico (Thailand) Public Company Limited 5. Responsibility of Directors Structure of the Board of Directors -

The Company’s BOD consists of 9 directors with 3 being independent directors. The ratio of independent directors is 1/3 which is in compliance with the standard established by the SET. Members of the Board serve for a period of 3 years. The longest serving director will take turn in retiring in the proportion of 1/3 of total.

-

3 directors are appointed as executive committee members tasked with the implementation of the Company’s direction, business plan and established annual budget. The division of duty and responsibility of directors and executive committee members is clearly divided. The BOD is tasked with the oversight of the executive committee members in its implementation of the established policy. The chairman of the BOD and he chairman of the executive committee are different persons so as to provide a check and balance.

Furthermore, an audit committee is appointed comprising of 3 independent directors. It is charged with the oversight of the Company’s operation and to ensure that the planning and business making decisions are appropriately taken and that the decision is not dominated by the executive committee or a single group of persons.

-

Checks and balances of non management directors By design the committees and boards are appointed so that no person or group of persons can dominate the decision making process to ensure of operational efficiency an established check and balance mechanism.

Director who are member of executive committee Director who are not member of executive committee Independent directors

3 persons 5 persons 3 persons

-

The audit committee members consist exclusively of independent directors to assist in the oversight of operation. The audit committee holds quarterly meeting and reports to the Board of Directors.

-

The Chief Financial Officer is appointed as the secretary to the board of directors, the audit committee with the duty to advise on legal aspects and other pertinent regulations that the directors need to be cognizant of. He also coordinates that the resolution made the Board of directors meeting be implemented.

Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public Company Limited

Annual Report 2008

Page 5134

Pico (Thailand) Public Company Limited Board of Directors Meeting The Board supports regular attendance and encourages the participation of the members at meetings which are scheduled quarterly at the minimum. Meetings are held to inform of events with members encouraged in the business deliberations and participate in the decision making processes. Directors are informed in advance of the meeting date and venue with agenda and pertinent material supplied. During each meeting directors may introduce additional agenda for discussion. Open and meaningful discussions are encouraged with the secretary to the board responsible for the recording of the minutes. 5 meetings were held in 2008 as per the following details.

Name 1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Attendance

Mr. Chia Song Heng Mr. Pised Chungyampin Mr. Silchai Kiatpapan Miss Nitida Thamasoontra (1) Mr. Chong Mang Yong (2) Mr. Chung Chee Keong (3) Mr. Viriya Pholpoke Mr. Chaiyod Bunyagidj Mr. Sern Vithespongse Mrs. Sasitorn Phongsathorn

4 5 5 4 1 2 5 5 4 5

Remark (1) Removal from authorized director by the resolution of Extraordinary General Meeting No.1/2008 dated November 8, 2008 (2) Resignation from director on May 20, 2008 (3) As a director on June 6, 2008 to replace Mr. Chong Mang Yong resignation

The Audit Committee 6 Audit Committee meetings were held in 2008 Name 1. Mr. Chaiyod Bunyagidj 2. Mr. Sern Vithespongse 3. Mrs. Sasitorn Phongsathorn

Attendance 6 6 6

Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 35 Annual Report 2008 PICO (Thailand) Public Company Limited 52 Information

Pico (Thailand) Public Company Limited Directors and Management’s Compensation Directors’ compensation: Compensation is based upon responsibility, duty, role which is clearly defined. The compensation is in line with industry’s norm.

Executive directors’ compensation: The compensation of the executive committee members is in accordance with the corporate performance and the individual performance of each member of management. The review process will be in line with peer companies in the same industry or similar sized companies. Corporate and individual performance will also be used in the review to be conducted by the chairman of the BOD together with the other directors with no vested interest.

Insider Information Supervision A policy is established so that inside information is not to be used for personal gain. This covers spouses and minor children of employees. The details are as follows: 1. All members of management in every department must be informed of their responsibility to report their stockholding and the penalties for failure to comply in accordance with Securities and Exchange Act B.E. 2535 and the regulations of the SET. 2. The Company’s policy is to allow senior management to disclose only minimal internal information to staff so as to permit the conduct of operation. Additionally members of management are prohibited to use insider information in the trading of the Company’s stock.

Internal Control The Company has an established an adequate control process on operation. This process is constantly updated and developed to accommodate the changing conditions. Management regularly audits to ensure that rules and regulations are strictly adhered to. Regular appraisal of the process is made to ensure that changes in organization are recognized. Outside internal auditors are commissioned to regularly review operation with report submitted directly to the chairman of the audit committee.

Information Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Disclosure Public Company Limited

Annual Report 2008

Page 5336

Pico (Thailand) Public Company Limited

9.5 Personnel 1. Total staff of the Company and subsidiaries as of October 31, 2008 Permanent employees

Daily employees

109 40 149

2 63 65

Pico (Thailand) Public Company Limited Subsidiaries Total Sectional breakdown of 109 employees

Person Management Strategic Marketing Human Resources Finance and Accounting Marketing (Event Marketing)

11 7 12 12 67

2. Employee Compensation 2.1 In 2008 total monetary compensation to employees of Pico and subsidiaries consists of salaries and bonuses amounting to Baht 91.30 million.

Unit : Million Baht

2008

2007

Salary Bonus Total

70.64 20.66 91.30

72.14 14.37 86.52

2.2 Other Compensation Provident fund contribution 2008 Employees of the Company and subsidiaries contribute 3% of monthly salary to the provident fund plan which is matched by equal contribution from the companies.

Employees are entitled to the benefits based upon their length of service with 2, 3 and 5 years of service drawing 30%, 50% and 100% from the fund on leaving, respectively.

Unit : Million Baht Provident fund contribution

54

2008

2007

2.44

1.89

Information Form (56-1 Form) for the year ended October 31, 2008 Page 37 Annual ReportDisclosure 2008 PICO (Thailand) Public Company Limited

Pico (Thailand) Public Company Limited 3. Changes in number of personnel for the past 3 years.

In 2008 In 2007 In 2006

14 resigned with 15 new hired 9 resigned with 24 new hired 24 resigned with 23 new hired

4. Significant legal disputes during the past 3 years There is one legal dispute in 2008. Such case is still in the Labor Court. Please see details under “Legal Disputes�.

5. Personnel development policy To ensure continued corporate growth human resource development is an integral part of our policy. We are committed to develop our human resources and improve our human resource administration so that work quality goes hand in hand with quality of life. Staff members are encouraged to build on their strengths in accordance with our business approach and to be ready to meet the competition and respond to changes.

Our human resource administration goes hand in hand with job satisfaction along the following guidelines: Recruitment and Selection Process We have a guideline for the recruitment of high caliber staff members. A selection committee utilizes standardized fests based on capability in recruiting required personnel for the corporate assignment. Consideration is also given to the assessment of manpower requirement commensurate with the responsibility and business operation.

Staff Training Our most important resource is our employees. We are committed to the development of each and every staff member to develop to his fullest potential Training courses are provided both in and outside of the Company e.g. the quality service development (ISO9001:2000), the strategic Marketing Plan, communication techniques for managers, advanced sale administration and presentation skills course. The training also extends to overseas training and observation visits such as Talent Enrichment Program II (TEPII) at Singapore, Expo Zaragoza at Spain, Communic Asia 20008 at Singapore.

Additionally, we foster a learning culture within the working environment by providing a lounge with a reading corner staffed with educational materials, internet and UBC. We truly believe that a good, clean and peaceful working environment is an undeniable prerequisite for good quality work.

We, therefore, pay significant attention to the maintenance of premises as if our employees’ second home.

Information Disclosure Form Limited (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public Company

55

Page 38 Annual Report 2008

Pico (Thailand) Public Company Limited Employee Relations We have established an ongoing employee relations program to ensure that employees are well bonded .Staff members are encouraged to participate in the various aspects of corporate activities such as the New Year party. Additionally, core activities with social contribution are also encouraged such as donation drive for needy students, visits to orphanages and similar foundations.

Welfare Benefits We have an equitable compensation system in place. A provident fund, health and life insurance program are in place. Other benefits such as car and telephone allowance, per diem and staff uniform are continually reviewed to keep pace with the changes in economic conditions.

Additionally, staff has an access channel to air grievances to management for due consideration and further mutually beneficial resolution.

Security and Occupational Hazards A safety committee is establishes to ensure of work place safety. Regular inspections on safety and security of premises are conducted. Adequate safety equipment is provided and staff is well advised on fire safety and the appropriate use of fire fighting equipment.

Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 39 Annual Report 2008 PICO (Thailand) Public Company Limited 56Information

Pico (Thailand) Public Company Limited

10. Internal Control The Board of Directors has appointed an Audit Committee consisting of 3 independent directors, none of whom holds any position in the Company. The Audit Committee’s responsibility is for the oversight of the financial report preparation for accuracy, adequate disclosure, compliance to the governing rules and regulations and effective internal control process. The Company has engaged a consultant to supervise the internal audit process with a report done on a quarterly basis in 2008. The consultant regularly meets with the Audit Committee to review the audit results and the adequacy of the internal control process.

The Audit Committee’s report is attached.

PICO (Thailand) Public CompanyForm Limited Information Disclosure (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

57 40 Page

Pico (Thailand) Public Company Limited Pico (Thailand) Public Company Limited

Audit Committee Report to the Shareholders Audit Committee Report to the Shareholders To the Shareholders of Pico (Thailand) Public Company Limited To the Shareholders of Pico (Thailand) Public Company Limited The Audit Committee of Pico (Thailand) Public Company Limited consists of Mr. Chaiyod Bunyagidj as chairman, Mr. Sern Vithespongse and Mrs. Sasitorn Phongsatorn members of Chaiyod the committee.

The Audit Committee of Pico (Thailand) Public Company Limited as consists of Mr. Bunyagidj as chairman, Mr. Sern Vithespongse and Mrs. Sasitorn Phongsatorn as members of the committee.

The Audit Committee performs its duty and responsibility pursuant to the delegation of the Board of Directors.

In 2008, 6 meetings heldand with the executive management and the independent auditor.

The Audit Committee performswere its duty responsibility pursuant to the delegation of the Board of The results of the meetings are as follows: Directors. In 2008, 6 meetings were held with the executive management and the independent auditor.

The results of the meetings are as follows: Financial Report Preparation, the Committee diligently reviewed the quarterly and annual financial report for 2008 with thePreparation executive management anddiligently the independent to ensure the financial consolidated Financial Report , the Committee reviewedauditor the quarterly andthat annual report statements arethe presented and in accordance with theauditor generally accepted accounting for 2008 with executiveaccurately management and the independent to ensure that the consolidated principles and were accuracy adequacy.with The the Committee statements aredisclosures presented accurately and and in accordance generallyreviewed acceptedIntercompany accounting transactions to be complied to the rules and regulations of the Stock Exchange of Thailand. principles and disclosures were accuracy and adequacy. The Committee reviewed Intercompany transactions to be complied to the rules and regulations of the Stock Exchange of Thailand.

Internal Control, the Committee reviewed an internal control with the executive management and the independent auditor to ensure that the Company hascontrol a reliable internal control. management In addition, the Internal Control , the Committee reviewed an internal with the executive and the Committee provided an ensure observation andCompany constructive on material matters according independent auditor to that the has acomments reliable internal control.

In addition, the to the internal audit report for of operations tocomments be more effective and efficient and each to the Committee provided an improvement observation and constructive on material matters according operational department to have an adequate control process in place. internal audit report for improvement of operations to be more effective and efficient and each operational department to have an adequate control process in place.

Risk Management, the executive committee and the executive management realized the importance of risk They appointed a dedicated system to present risks that Riskmanagement.

Management, the executive committee andrisk themanagement executive management realizedand the reduce importance of maymanagement. affect the Company’s performance. risk They appointed a dedicated risk management system to present and reduce risks that may affect the Company’s performance.

Related Transactions, the Committee reviewed all related transactions to ensure that they were conducted at arms length and is strictly normalall trade transactions thatto the Company closely abides by its Related Transactions , the Committee reviewed related transactions ensure that they were commitment good governance. conducted at to arms length and is strictly normal trade transactions that the Company closely abides by its commitment to good governance.

Compliance, the Committee reviewed transactions for compliance to the rules and regulations of the Stock Exchange Thailand and other transactions related business laws. Complete is noted. of the Compliance , the of Committee reviewed for compliance to thecompliance rules and regulations Stock Exchange of Thailand and other related business laws. Complete compliance is noted.

Good Governance, the Company is found to abide by its commitment to the concept of good governance.

Its operation is conducted transparent and accountable manner with stakeholders’ Good Governance , the Company is foundintoa abide by its commitment to the concept of all good interest in mind. governance. Its operation is conducted in a transparent and accountable manner with all stakeholders’ interest in mind.

The Committee also reviewed the selection of the independent auditor for the Board of Directors to present to the shareholders forthe ratification.

Mrs. Boonyakarnkul public accountant The Committee also reviewed selection of theNachalee independent auditor forcertified the Board of Directors to no.

3126, and/or Niti Jungnitnirundr certifiedMrs. public accountant no. 3809 and/or Miss Vipavee present to theMr. shareholders for ratification.

Nachalee Boonyakarnkul certified public accountant no.

Boonyaprasit certified public accountant no. 3096 ofaccountant Deloitte Touche Tohmatsu Audit Co., Ltd. are 3126, and/or Mr. Niti Jungnitnirundr certified public no. 3809 and/orJaiyos Miss Vipavee recommended to be elected the Company’s independent 2009 with a stipend Baht Boonyaprasit certified public as accountant no. 3096 of Deloitteauditor Touchefor Tohmatsu Jaiyos Auditof Co., Ltd. are 2,040,000. recommended to be elected as the Company’s independent auditor for 2009 with a stipend of Baht 2,040,000.

On behalf of the Audit Committee On behalf of the Audit Committee

(Mr. Chaiyod Bunyagidj) Chairman of the Audit Committee (Mr. Chaiyod Bunyagidj) Pico (Thailand) Public Company Limited Chairman of the Audit Committee Pico (Thailand) Public Company Limited Annual Report 2008 PICO (Thailand) Public Company Limited 58 Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 41

Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Page 41

Pico (Thailand) Public Company Limited

11. Intercompany Transaction Various intercompany transactions were conducted and recorded during the year. Merchandise costs and services charges involved in transactions with subsidiary and associated companies or entities that may be deemed as having conflict of interest are recorded at market with the transactions conducted under prevailing terms and conditions of the trade. Details are disclosed in the notes 20 attached to the financial statements for the year ended October 31, 2008.

Regulation and approval process for intercompany transactions The independent directors have oversight on intercompany transactions and review all such transactions deemed to be potentially conflict of interest. The board of directors then approved all such transactions with directors involved in such transactions abstaining from participating in the decision making.

Future intercompany transactions Intercompany transactions with shareholders or related companies are in line with general business practice giving access to share the intellectual property rights of the joint ventures. The executive management, in approving such transactions, places maximum benefits to the company as the foremost criterion.

It is expected that related transactions such as sales with accompanying trade payable and purchases with trade credit and service fees will continue as normal trade engagements. Related transactions will be reviewed to ensure that they are normal trade transaction. Compliance to the announcements of the Stock Exchange of Thailand will be ensured with persons with vested interest prohibited from the decision making process.

PICO (Thailand) Public CompanyForm Limited (56-1 Form) Information Disclosure

for the year ended October 31, 2008

Annual Report 2008

59 42 Page

Pico (Thailand) Public Company Limited

12. Operation Results and Financial Position 12.1 Financial Statements a.

Summary of Report of the Independent Certified Public Accountants The report of the independent certified public accountants for last three fiscal years from years 2006 to 2008 are an unqualified opinion on the consolidated and separated financial statements which present fairly, in all material respects, the financial position and the results of operations its cash flows in accordance with generally accepted accounting principles.

b.

Year

Certified Public Accountant (Thailand)

2008

Nachalee Boonyakarnkul

2007

Nachalee Boonyakarnkul

2006

Somporn Dulyawit

Auditor’s Office

Registration No.

Auditor’s opinion

Deloitte touché Tohmatsu Jaiyos Audit Co., Ltd Deloitte touché Tohmatsu Jaiyos Audit Co., Ltd Deloitte touché Tohmatsu Jaiyos Co., Ltd

3126

Unqualified

3126

Unqualified

3709

Unqualified

Summary of Operating Results and Financial Position A summary of operating results and financial position for the years ended October 31, is as follows

2008 Cash and cash equivalents Trade account receivables Total current assets Investments in subsidiaries, associated companies Property, plant and equipment Total assets Trade accounts payable Total current liabilities Total liabilities Total shareholders’ equity Book value per share (Baht)

Consolidation 2007 2006

Unit: Baht Thousand Company 2008 2007 2006

144,328 197,862 460,156

86,309 174,429 497,749

136,666 118,312 401,776

124,337 189,187 426,696

68,835 154,882 448,284

111,220 107,848 350,961

12,263

10,952

10,268

32,051

32,051

13,565

108,828 597,807 130,820 246,011 251,480 346,327 3.02

109,798 626,717 178,062 293,871 298,548 328,169 2.86

109,169 527,333 107,746 204,472 209,762 317,571 2.77

97,321 567,822 131,333 226,214 231,683 336,139 2.93

91,944 576,838 159,542 257,372 262,049 314,789 2.75

91,991 460,326 99,590 174,955 180,245 280,082 2.44

Annual Report 2008 Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public CompanyPage Limited43 60Information Disclosure

Pico (Thailand) Public Company Limited

2008 Revenues from the rendering of services Other income Gross profit Total expenses Net income Earnings per share

1,008,196 16,000 256,219 185,385 64,484 0.56

2008

Unit: Baht Thousand Company 2008 2007 2006

Consolidation 2007 2006 1,035,170 7,307 227,817 168,607 50,138 0.44

1,108,795 3,580 247,327 156,304 71,254 0.62

931,595 22,347 222,023 160,134 67,351 0.59

901,019 33,916 183,073 136,944 69,207 0.60

949,030 9,908 203,944 128,652 68,041 0.59

Unit: Baht Thousand Company 2008 2007 2006

Consolidation 2007 2006

Net cash provided by (used in) Operating activities 109,779 Investing activities (8,723) Financing activities (43,037) Cash & cash equivalents balance Increase (decrease), net 58,019 As at beginning 86,309 As at ending 144,328

10,570 (21,496) (39,430)

97,549 (51,049) (41,969)

110,386 (6,262) (48,622)

28,889 (34,214) (37,059)

85,600 (35,675) (41,957)

(50,357) 136,666 86,309

4,530 132,135 136,666

55,502 68,835 124,337

(42,385) 111,220 68,835

7,968 103,252 111,220

Please see further information in the report of the independent certified public accountants and financial statements in appendix, the attachment 3.

PICO (Thailand) Public Company Limited Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Annual ReportPage 2008 44

61

Pico (Thailand) Public Company Limited c.

Significant Financial Ratio

2008 Liquidity Ratios Current Ratio (time) Quick Ratio (time) Cash current ratio (time) Receivable turnover (time) Collection (day) Trade payable turnover (time) Payment (day)

Consolidation 2007 2006

2008

Company 2007 2006

1.87 1.51 0.59 5.39 67 4.87 74

1.69 1.67 0.29 6.86 53 5.65 64

1.96 1.81 0.57 9.50 38 9.05 40

1.89 1.51 0.55 5.41 67 4.88 74

1.74 1.71 0.27 6.83 53 5.54 65

2.01 1.84 0.52 9.44 38 8.86 41

Profitability Ratios Gross operating profit (%) Operating profit (%) Net profit (%) Return on equity (%)

25.41 8.61 6.40 18.62

22.01 6.43 4.81 15.53

22.31 8.53 6.41 23.67

23.83 9.04 7.23 20.04

20.32 8.88 7.40 23.27

21.49 8.98 7.10 24.50

Operating Efficiency Return on assets (%) Return on fixed assets (%) Assets turnover (time)

10.53 58.99 1.67

8.69 45.79 1.81

14.90 74.35 2.33

11.77 71.17 1.67

13.35 75.25 1.80

15.97 82.62 2.25

0.73 0.02 154.55 3.02 0.56 0.38

0.91 0.01 76.23 2.86 0.44 0.30

0.66 0.69 0.02 0.02 167.27 178.13 2.77 2.93 0.62 0.59 0.37 0.38

0.83 0.01 149.51 2.75 0.60 0.30

0.64 0.02 151.54 2.44 0.59 0.37

Key Financial Indicators Total debts to equity ratio (time) Total debts to equity ratio (time) Interest coverage (time) Book value per share (Baht) Earning per share (Baht) Dividend per share (Baht)

Report 2008 Form (56-1 Form) for the year ended October 31, 2008 62 AnnualDisclosure Information

PICO (Thailand) Public Company Limited Page 45

Pico (Thailand) Public Company Limited 12.2 Explanation and Analysis of Operating Results and Financial Position Operation Overview For the year 2008, there is another year with the outstanding Company’s performance as good business management plan. The Company has consolidated revenue Baht 1,024 million, which is down by Baht 18 million or 2% compared to last year. However, the Company has gross profit Baht 256 million with its gross profit margin at 25% higher than last year by Baht 28 million or 12%. While the selling and administrative expenses are Baht 185 million increased by Baht 17 million or 18%.

As above explanation, the Company has net income of Baht 64 million, a rise of Baht 14 million or 28.61% comparing to last year.

Revenue from the Rendering of Services

Trade show and exhibition Event Marketing Permanent Exhibition & Museum Organizer Others

MB

2008 %

MB

2007 %

MB

2006 %

417 171 47 150 223

41 17 5 15 23

413 156 292 174

40 15 28 17

350 286 307 166

32 26 27 15

1,008

100

1,035

100

1,109

100

-

In 2008, revenues from trade show and exhibition is a main source of income or representing 41% of total revenue. Although instability of political situation is a challenge for all businesses, the Company is able to generated sales volume close to the previous year. Examples of this kind of services are the 29th Bangkok International Motor Show, National Science and Technology Fair 2008, and ITU Telecom Asia 2008.

-

Revenues from event marketing increased by Baht 15 million or 10% since the Company has arranged events in Malaysia such as Captiva Launch Campaign and Chevrolution Launching & Road show.

-

The income from permanent exhibition & museums declined by almost 80% after the completion of large projects last year. Uncertainty in political situation and financial crisis are among the factors that caused the government to slow down investments into private sectior.

-

New services, such as organizing service, are the Company’s intention to generate more income by broadening the variety of services to meet the needs of all customers. ITU Telecom Asia 2008 is one of the Company’s successes for organizing service.

-

The revenue from other services increased from Baht 173 million to Baht 223 million, an increase of 28%. Besides large tent rentals, design and installation of counters display for many retail outlets, UNCTAD XII Ghana has generated the major income for this part.

PICO (Thailand)Disclosure Public Company Limited Information Form (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

6346 Page

Pico (Thailand) Public Company Limited Other Income The Company has other income Baht 16 million consisting of dividend income Baht 0.3 million, share of profit from investments using the equity method Baht 2 million, and other income Baht 13 million as commission received from contractors who serves UNCTAD XII Ghana.

Gross Profit The Company has gross profit Baht 256 million with its gross profit margin 25% higher than last year by Baht 28 million or 12%. The increase of gross profit margin is resulted from the growth of oversea exhibition service.

Selling and Administrative Expenses Selling and administrative expenses are Baht 185million, increased by Baht 17 million or 10%, mainly due to staff cost adjustment according to cost of living raised and reserved allowance for doubtful account.

Net Income and Earnings per Share As above explanation, the Company has net income Baht 64 million after netting of accumulated depreciation Baht 17 million, interest expenses Baht 0.56 million, and income tax Baht 20 million. As such, the earnings per share is Baht 0.56 million.

Cash Flows In 2008, the Company has net cash flows from operating activities of Baht 110 million, an increase of Baht 99 million compared to last year, used in investing activities Baht 9 million, and used for financing activities Baht 43 million mostly for dividend. As such, end of the year 2008 the Company has cash balance Baht 144 million of which Baht 85 million is invested in bonds.

Report 2008 Form (56-1 Form) for the year ended October 31, 2008 PICO (Thailand) Public Company Limited 64 AnnualDisclosure Information Page 47

Pico (Thailand) Public Company Limited Analysis of Financial Position Cash and Cash Equivalents Cash balance of Baht 14 million representing 24% of total assets is increased by Baht 58 million compared to last year due to outstanding performance. Most of cash used for working capital in order to maintain liquidity and business expansion. In addition, the Company incested in bonds for earning an interest received.

At the end of year 2008, the current ratio increased and stood at 1.87 times but the quick ratio decreased and stood at 1.51 times compared to last year since the Company invested in bonds Baht 85 million.

Trade Account Receivables At the end of year 2008, the Company has trade account receivables of Baht 198 million increased by Baht 22 million or 12%. For long outstanding balances due to receivables are from government sector, which its regulation and payment procedure takes longer period than private sector.

The aging of trade account receivables as follows:

MB Not to due date Within 3 months Between 3 months to 6 months Between 6 months to 12 months More than 12 months Note Receivables Less Allowance for doubtful account

2008 % 67.23 10.54 10.92 9.27 2.08

MB

2007 MB

%

2006 MB

58.68 21.31 10.71 8.37 0.75 0.18 -

78.06 23.23 10.67 6.31 1.75 (1.71)

65.99 19.63 9.02 5.33 1.48 (1.45)

100.00

118.31

100.00

133.02 20.85 21.60 18.34 4.13 (0.08)

(0.04)

103.18 37.47 18.83 14.72 1.33 0.32 -

197.86

100.00

175.85

Total Current Assets Total current assets are Baht 460 million decreased from last year by Baht 38 million or 8% mainly as a decrease of the gross amount due from customers for contract work the Company delivered completed works to customers.

Non Current Assets The non-current assets mainly are property, plant and equipment Baht 109 million after netting of accumulated depreciation Baht 60 million, and investments in subsidiaries and associated companies Baht 12 million.

Trade Accounts Payables At the end of year 2008, the Company has trade account payables of Baht 131 million decreased by Baht 47 million or 26% as debts payament.

PICO (Thailand) Public Company Limited Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Annual Report 2008

Page65 48

Pico (Thailand) Public Company Limited Total Liabilities At the end of year 2008, the Company has total liabilities Baht 251 million decreased by Baht 47 million or 16% mostly from trade account payables decrease as debt payment.

Total liabilities Baht 251 million are consisted of trade account payables Baht 131 million, accrued expenses Baht 34 million, the gross amount due to customers for contract work.

Shareholders’ Equity and Net Book Value AT the end of year 2008, shareholders’ equity is Baht 346 million increased by Baht 18 million or 5% as the result from outstanding performance.

In 2008, the Company paid the 2007 annual dividend (Baht 0.20 per share) and interim dividend for year 2008 (Baht 0.20 per share) totaling Baht 46 million therefore the net book value is Baht 3.02 per share.

12.3 Audit Remuneration The audit fee for year ended October 31, 2008 is Baht 2.04 million.

Annual Report 2008 PICO (Thailand) Public Company Page Limited49 66Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Pico (Thailand) Public Company Limited

13. Other Information - None -

PICO (Thailand) Public Disclosure Company Limited Information Form (56-1 Form)

Annual Report 2008 for the year ended October 31, 2008

67Page 50

68

Annual Report 2008

PICO (Thailand) Public Company Limited

PICO (Thailand) Public Company Limited

Annual Report 2008

69

70

Annual Report 2008

PICO (Thailand) Public Company Limited

Part III Certification of factual accuracy

PICO (Thailand) Public Company Limited

Annual Report 2008

71

Pico (Thailand) Public Company Limited

Part III : Certification of factual accuracy “We have carefully reviewed the annual information disclosure format with due care and attention, as executive directors of the company or as the senior-most office-holder in accounting. We certify that the said information is complete, factual and containing no untruths or lacking in material information that should be disclosed. Further, we certify that: 1) The financial statements and related financial information are part of the annual information disclosure. The information so presented displays complete and material information related to the financial condition, operating results and cash flows of the company.

2) We are responsible to ensure that the company adopted an effective information disclosure and that pertinent and material information of the company be disclosed correctly and completely.

This also covers the supervision of the implementation of the said disclosure process.

3) We are responsible to ensure that the company implemented a good internal control system and to supervise that the said system is adhered to. We have informed the auditors and the audit committee of our assessment of the internal control system on December 12, 2008. This covers the deficiencies and material changes to the internal control system including the misdeeds which may affect the preparation of the company’s financial report.

Therefore, as evidence that all of the documents presented are the same documents that we have certified, we have delegated Mr. Chaijit Tehasuwanarat to sign on each page of these documents on our behalf. Should Mr. Chaijit Tehasuwanarat’s signature be missing from any page, we shall consider that it is not the information that we have certified.”

Name

Position

Mr. Chia Song Heng

Director and Chairman

Mr. Pised Chungyampin

Director and Executive Chairman

Mr. Silchai Kiatpapan

Director and Chief Executive Officer

Authorized Person

Position

Signature

Signature

Mr. Chaijit Tehasuwanarat Chief Financial Officer

Annual Report 2008 PICO (Thailand) Public Company Limited 72 Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 51

Pico (Thailand) Public Company Limited

Certification of factual accuracy “We have reviewed the information contained in this annual report. With due care and diligence as directors of the company we have no reason to believe that the stated information is not complete or containing untruths which may falsely lead others to believing, or lacking in material information that should be disclosed.

Therefore, to signify that all documents hereby presented, are the same as what we have certified we delegate Mr. Chaijit Tehasuwanarat to sign on all pages on our behalf. Should Mr. Chaijit Tehasuwanarat’s signature be missing from any page, we shall consider that it is not the information that we have certified.”

Name

Position

signature

Mr. Chaiyod Bunyagidj

Chairman of Audit Committee and Independent Director

Mr. Sern Vithespongse

Audit Committee and Independent Director

Mrs. Sasitorn Phongsathorn

Audit Committee and Independent Director

Mr. Viriya Pholpoke

Director and Executive Advisor

Mr. Chung Chee Keong

Director

Authorized Person

Position

Signature

Mr. Chaijit Tehasuwanarat Chief Financial Officer

PICO (Thailand) Public CompanyForm Limited (56-1 Form) Information Disclosure

for the year ended October 31, 2008

Annual Report 2008

73 52 Page

74

Annual Report 2008

PICO (Thailand) Public Company Limited

Appendix

PICO (Thailand) Public Company Limited

Annual Report 2008

75

76

Annual Report 2008

PICO (Thailand) Public Company Limited

Mr. Silchai Kiatpapan Directors Accreditation Program Directors Certification Program (DCP) class 48/2004: IOD

Directors Certification Program class 51/2004: IOD 52 Bachelor’s Degree: Public Health, Mahidol University

Directors Accreditation Program

Period Position

1.34

25.47

(including shares held by close relatives and minor children)

2003 – Oct 31, Chief Operating Officer 2006 and Director

Nov 1, 2006 - Chief Executive Officer present

Page 53

Pico (Thailand) Plc.

Pico (Thailand) Plc.

Pico (Thailand) Plc.

Pico Far East Holding Pte Ltd. Pico (Thailand) Plc.

Pico (Thailand) Plc.

5 years Work experience Company

2003 - Oct 31, Vice Chairman and Chief 2006 Executive Officer and Director

Nov 1, 2006- Vice Chairman and present Executive Chairman

2002 - present Director

- 2004 - present Chairman of the Board of Directors Vice Chairman of the Executive Committee

% of share holding

Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

3.

54 Bachelor’s Degree: the Faculty of Architecture King Mongkut’s Institute of Technology

Mr. Pised Chungyampin

2.

Mini MBA: Thammasart University

56 High School Certificate

Mr. Chia Song Heng

Age(Yr) Education

1.

Name

Attachment 1 : Details on Executive and Authorized Managers of the Company

Pico (Thailand) Public Company Limited

PICO (Thailand) Public Company Limited

Annual Report 2008

77

Mr. Chong Mang Yong

(Removal of the Board of Directors since November 8, 2008)

Miss Nitida Thamasoontra

Directors Accreditation Program: IOD

BS. (Computer) University of Central Oklahoma, Oklahoma, USA.

55 Bachelor’s Degree: Science (Accounting), Kasetsart University

43 Bachelor’s degree in Accounting, National University of Singapore

Directors Accreditation Program Directors Certification Program (DCP) class 55/2005: IOD 52 Member of Association of Chartered and Certified Accountants

47 Master’s Degree in Business Administration : National Institute of Development Administration (NIDA)

Age(Yr) Education 2003 - Nov 8, Chief Financial Officer 2008

Period Position

-

-

Pico Art International Pte Ltd. Pico (Thailand) Plc. Pico (Thailand) Plc.

Deputy Vice President of Finance Sep 2, 2008 – Director and advisor present 2003 - Sep 1, Audit committee and 2005 independent director

Page 54

Pico (Thailand) Plc..

Pico (Thailand) Plc.

Pico (Thailand) Plc.

Jun 6, 2008 - Director present

- 2546 – May 20, Director 2008

0.05

% of share holding

Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

(As a director since June 6, 2008) 7. Mr. Viriya Pholpoke

(Resigned from director on May 20, 2008) 6. Mr. Chung Chee Keong

5.

4.

Name

5 years Work experience Company

Pico (Thailand) Public Company Limited

78

Annual Report 2008

PICO (Thailand) Public Company Limited

Mr. Sern Vithespongse

9.

Directors Certification Program (DCP) class 58: IOD

Master Degree in Business Administration, Notre Dame University, California, U.S.A

51 Bachelor of Science in Chemical Engineer, Chulalongkorn University

Directors Accreditation Program: IOD

55 Bachelor’s Degree: Architecture, from Silpakorn University

Directors Accreditation Program: IOD

54 Ph.D. in Chemistry: The American University, Washington D.C., USA.

Age(Yr) Education Period Position

2004 - 2005 Senior Director, Corporate Finance

Jul 1, 2005 – Vice President Dec 18, 2005

Dec 19, 2005 – President present

- Nov 17, 2005 – Audit Committee and present Independent Director

1992 - present Director

- 2003 – present Audit committee and independent director

1997 – present Vice President

- 2003 – present Chairman of the audit committee and independent director

% of share holding

Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Phongsathorn

10. Mrs. Sasitorn

Mr. Chaiyod Bunyagidj

8.

Name

Page 55

United Advisory Services Co., Ltd.

Book Club Finance Public Co., Ltd.

Land and Houses Retail Bank Plc.

Pico (Thailand) Plc.

Palmer and Turner (Thailand) Co., Ltd.

Thailand Environment Institute (TEI) Pico (Thailand) Plc.

Pico (Thailand) Plc.

5 years Work experience Company

Pico (Thailand) Public Company Limited

PICO (Thailand) Public Company Limited

Annual Report 2008

79

Period Position

-

2005 – Apr 30, Finance Director 2008

May 1, 2008 – Chief Financial Officer present

0.32 2003 - present Executive Vice President

0.54 2001 - present Senior Executive Vice President

% of share holding

Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

Tehasuwanarat

Bachelor’s Degree in Accounting: University of the Thai Chamber of Commerce

42 International Banking and Finance, University of Birmingham, U.K.

13. Mr. Chaijit

Sawangjitt

40 Bachelor’s Degree: Fine Arts and Applied Art, Chulalongkorn University

48 Bachelor’s Degree: Political Science, Ramkhamheang University

Age(Yr) Education

12. Miss Supaporn

Vatcharanirunkul

11. Mr. Chokchai

Name

Page 56

Creative In-house Ltd.

Pico (Thailand) Plc.

Pico (Thailand) Plc.

Pico (Thailand) Plc.

5 years Work experience Company

Pico (Thailand) Public Company Limited

80

Annual Report 2008

PICO (Thailand) Public Company Limited

Mr. Chaiyod Bunyagidj

Mr. Sern Vithespongse

Mrs. Sasitorn Phongsathorn

Mr. Chokchai Vatcharanirunkul

Miss Supaporn Sawangjitt

8.

9.

10.

11.

12.

Information Disclosure Form (56-1 Form) for the year ended October 31, 2008

(2)

Mr. Chung Chee Keong being as director instead of Mr. Chong Mang Yong on dated June 6, 2008

/

/

/

-

-

-

(3)

// : Executive Committee

/

-

/

-

-

-

/

/

-

-

-

-

-

-

-

-

-

-

-

Co., Ltd.

Multi Designs

Ms. Nitida was removed from authorized director at the EGM No.1/2008 resolution, held on November 8, 2008 Mr. Chong Mang Yong resigned from director on dated May 20, 2008

/ : Director

//

//

//

/

/

/

-

-

-

-

-

-

-

Co., Ltd.

NOX Bangkok

(1)

X : Chairman

Mr. Chaijit Tehasuwanarat

Mr. Viriya Pholpoke

7.

13.

-

/

Mr. Chung Chee Keong (3)

6.

-

-

-

Mr. Chong Mang Yong (2)

5.

/

-

-

4.

-

Miss Nitida Thamasoontra (1)

Mr. Silchai Kiatpapan

3.

X, /, //

-

Co., Ltd.

-

Mr. Pised Chungyampin

2.

X, /, //

(Thailand) Plc.

PX Systen

/, //

Mr. Chia Song Heng

1.

Name list

Pico

-

-

/

-

-

-

-

-

-

-

-

-

-

(Thailand) Co., Ltd.

Inkjet Images

/

-

-

-

-

-

-

-

-

-

-

-

-

Co., Ltd.

Ibrix

Page 57

-

-

-

-

-

-

-

-

-

-

-

-

-

Co., Ltd.

DesignLab MISC

Attachment 2: Details on Directors of the Company, Subsidiaries and Associated Companies

Pico (Thailand) Public Company Limited

Report of the Independent Certified Public Accountants and Financial Statements

PICO (Thailand) Public Company Limited

Annual Report 2008

81

REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE SHAREHOLDERS AND BOARD OF DIRECTORS PICO (THAILAND) PUBLIC COMPANY LIMITED We have audited the consolidated balance sheets of Pico (Thailand) Public Company Limited and its subsidiaries and the separate balance sheets of Pico (Thailand) Public Company Limited as at October 31, 2008 and 2007, and the related consolidated and separate statements of income, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management as to their correctness and completeness of the presentation. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned consolidated and separate financial statements present fairly, in all material respects, the financial position of Pico (Thailand) Public Company Limited and its subsidiaries and of Pico (Thailand) Public Company Limited as at October 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in accordance with generally accepted accounting principles.

Nachalee Boonyakarnkul Certified Public Accountant (Thailand)

BANGKOK December 12, 2008

82

Annual Report 2008

Registration No. 3126

DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD.

PICO (Thailand) Public Company Limited

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT OCTOBER 31, 2008 AND 2007 BAHT CONSOLIDATED

SEPARATE

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

2008

2007

2008

2007

ASSETS CURRENT ASSETS Cash and cash equivalents

58,318,300

82,601,763

767,055

3,390,744

85,242,951

316,864

84,920,247

-

197,862,064

174,428,655

189,186,592

154,882,046

Amounts due from related parties (Note 20)

96,575

114,049

516,064

689,363

Amounts due from related parties - Joint Venture

15,557

18,439

Short-term loan to a related party (Notes 7 and 20)

885,600

4,899,476

1,476,000

8,165,794

62,983,094

171,178,718

61,377,035

161,390,054

- Joint Venture

1,476,000

1,476,000

Others (Note 20)

52,372,415

58,472,918

Others - Joint Venture

136,650

851,524

Total Current Assets

460,156,261

Cash and cash equivalents - Joint Venture Current investments (Note 5) Trade accounts receivable, net (Note 6)

39,417,100 -

-

68,835,032 -

-

Other current assets The gross amount due from customers for contract work, net (Notes 8 and 20) Bill of exchange used as collateral 49,803,174

54,321,436

-

-

497,749,150

426,696,212

448,283,725

12,263,206

10,952,249

32,051,047

32,051,047

3,229,025

2,866,710

108,827,642

109,798,179

97,321,138

91,943,768

Intangible assets, net (Note 11)

4,441,258

3,628,358

4,238,630

3,433,528

Other non-current assets

8,322,193

1,722,444

7,515,400

1,126,296

NON-CURRENT ASSETS Investments in subsidiaries, associated companies and Joint Venture, net (Notes 9 and 20) Other long-term investments Property, plant and equipment, net (Note 10)

Other non-current assets - Joint Venture Total Non-Current Assets TOTAL ASSETS

567,352

-

-

-

-

-

137,650,676

128,967,940

141,126,215

128,554,639

597,806,937

626,717,090

567,822,427

576,838,364

Notes to the financial statements form an integral part of these statements

PICO (Thailand) Public Company Limited

Annual Report 2008

83

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS (CONTINUED) AS AT OCTOBER 31, 2008 AND 2007 BAHT

CONSOLIDATED

SEPARATE

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

2008

2007

2008

2007

-

-

131,332,689

159,541,816

-

-

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loan from financial institutions (Note 12)

7,632,327

291,773

130,820,106

178,062,260

1,948,882

1,653,682

hire-purchase agreements (Note 15)

2,927,877

1,760,263

2,927,877

1,760,263

Amounts due to related parties (Note 20)

21,380,866

20,643,101

21,380,866

20,646,497

422,496

422,496

33,635,642

26,485,527

88,825

37,203

12,080,691

13,801,851

11,239,565

9,704,147

6,189,802

23,267,303

5,676,697

22,198,852

28,883,622

27,149,935

24,292,934

22,456,304

Trade accounts payable (Note 13) Short-term loan from related parties - Joint Venture Current portion of obligations under

Amount due to a related party - Joint Venture

-

-

Other current liabilities Accrued expenses (Note 20) Accrued expenses - Joint Venture

29,363,440 -

21,063,986 -

The gross amount due to customers for contract work (Notes 14 and 20) Deposits received from customers Others Others - Joint Venture Total Current Liabilities

-

295,200

-

-

246,011,136

293,870,594

226,214,068

257,371,865

Obligations under hire-purchase agreements (Note 15)

4,158,248

4,677,579

4,158,248

4,677,579

Other non-current liabilities

1,310,674

NON-CURRENT LIABILITIES

Total Non-Current Liabilities TOTAL LIABILITIES

84

Annual Report 2008

-

1,310,674

-

5,468,922

4,677,579

5,468,922

4,677,579

251,480,058

298,548,173

231,682,990

262,049,444

PICO (Thailand) Public Company Limited

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS (CONTINUED) AS AT OCTOBER 31, 2008 AND 2007 BAHT

CONSOLIDATED

SEPARATE

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

2008

2007

2008

2007

LIABILITIES AND SHAREHOLDERS’ EQUITY (CONTINUED) SHAREHOLDERS’ EQUITY SHARE CAPITAL Registered share capital 330,000 preferred shares of Baht 1 each 114,670,000 ordinary shares of Baht 1 each

330,000

330,000

330,000

330,000

114,670,000

114,670,000

114,670,000

114,670,000

115,000,000

115,000,000

115,000,000

115,000,000

330,000

330,000

330,000

330,000

114,669,980

114,669,980

114,669,980

114,669,980

114,999,980

114,999,980

114,999,980

114,999,980

101,250,000

101,250,000

101,250,000

101,250,000

27,917,379

27,917,379

27,917,379

27,917,379

11,500,000

11,500,000

11,500,000

11,500,000

86,010,988

67,527,391

80,472,078

59,121,561

341,678,347

323,194,750

336,139,437

314,788,920

4,648,532

4,974,167

-

-

346,326,879

328,168,917

336,139,437

314,788,920

597,806,937

626,717,090

567,822,427

576,838,364

Issued and paid-up share capital 330,000 preferred shares of Baht 1 each, fully paid 114,669,980 ordinary shares of Baht 1 each, fully paid ADDITIONAL PAID-IN CAPITAL Premium on ordinary shares, net (Note 16) LAND REVALUATION SURPLUS (Note 10) RETAINED EARNINGS Appropriated Legal reserve Unappropriated TOTAL COMPANY SHAREHOLDERS' EQUITY MINORITY INTEREST TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Notes to the financial statements form an integral part of these statements

PICO (Thailand) Public Company Limited

Annual Report 2008

85

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE YEARS ENDED OCTOBER 31, 2008 AND 2007 BAHT

CONSOLIDATED

SEPARATE

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

2008

2007

2008

1,008,195,686

1,014,398,625

2007

REVENUES Revenues from the rendering of services (Note 20)

931,595,194

901,018,731

Revenues from the rendering of services -

- Joint Venture Dividend income (Note 20) Other income (Note 20)

20,771,589

-

-

304,355

1,176,500

9,449,329

28,616,665

13,283,037

3,970,986

12,897,900

5,299,219

52,120

262,361

-

-

2,360,955

1,897,066

-

-

1,024,196,153

1,042,477,127

953,942,423

934,934,615

751,976,899

793,348,798

709,572,031

717,945,346

Other income - Joint Venture Share of profits from investments using the equity method Total Revenues EXPENSES Costs of the rendering of services (Note 20) Costs of the rendering of services - Joint Venture

-

14,004,468

-

-

185,317,605

167,209,143

67,700

1,397,782

937,362,204

975,960,191

869,705,983

854,889,218

AND INCOME TAX

86,833,949

66,516,936

84,236,440

80,045,397

INTEREST EXPENSES

510,234

610,255

472,902

535,398

51,622

262,361

-

-

19,980,875

13,754,854

82,594

272,824

66,208,624

51,616,642

NET INCOME OF MINORITY INTEREST

(1,725,035)

(1,479,115)

NET INCOME

64,483,589

50,137,527

67,350,509

69,207,373

0.56

0.44

0.59

0.60

114,669,980

114,669,980

114,669,980

114,669,980

Selling and administrative expenses (Note 20) Selling and administrative expenses - Joint Venture Total Expenses

160,133,952 -

136,943,872 -

INCOME BEFORE INTEREST EXPENSES

INTEREST EXPENSES - JOINT VENTURE INCOME TAX INCOME TAX - JOINT VENTURE

16,413,029 -

10,302,626 -

INCOME AFTER INTERST EXPENSES AND INCOME TAX

BASIC EARNINGS PER SHARE (Note 19)

BAHT

67,350,509 -

69,207,373 -

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES

SHARES

Notes to the financial statements form an integral part of these statements

86

Annual Report 2008

PICO (Thailand) Public Company Limited

PICO (Thailand) Public Company Limited

Annual Report 2008

87

-

Dividends paid (Note 18)

Notes to the financial statements form an integral part of these statements

330,000

-

Dividends paid (Note 18)

Ending balance, October 31, 2008

-

Net income

330,000

-

Net income

Beginning balance, November 1, 2007

-

Legal reserve (Note 17)

330,000

-

Decrease investment in subsidiaries of minority interest

Ending balance, October 31, 2007

-

330,000

114,669,980

-

-

114,669,980

114,669,980

-

-

-

-

-

114,669,980

shares

shares

Increase share capital in subsidiaries

Beginning balance, November 1, 2006

Ordinary

101,250,000

-

-

101,250,000

101,250,000

-

-

-

-

-

101,250,000

shares

Ordinary

share capital

share capital Preferred

Premium on

Issued and paid-up

27,917,379

-

-

27,917,379

27,917,379

-

-

-

-

-

27,917,379

surplus

Land revaluation

11,500,000

-

-

11,500,000

11,500,000

-

-

786,739

-

-

10,713,261

Legal reserve

86,010,988

(45,999,992)

64,483,589

67,527,391

67,527,391

(34,499,994)

50,137,527

(786,739)

-

-

52,676,597

Unappropriated

Retained Earnings Appropriated

FOR THE YEARS ENDED OCTOBER 31, 2008 AND 2007

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES

4,648,532

(2,050,670)

1,725,035

4,974,167

4,974,167

(8,790,000)

1,479,115

-

(3,769,025)

6,040,000

10,014,077

interest

Minority

346,326,879

(48,050,662)

66,208,624

328,168,917

328,168,917

(43,289,994)

51,616,642

-

(3,769,025)

6,040,000

317,571,294

equity

shareholders'

Total

BAHT

88

Annual Report 2008

PICO (Thailand) Public Company Limited

Notes to the financial statements form an integral part of these statements

330,000

-

Dividends paid (Note 18)

Ending balance, October 31, 2008

-

Net income

330,000

Beginning balance, November 1, 2007

-

Dividends paid (Note 18) 330,000

-

Net income

Ending balance, October 31, 2007

-

330,000

114,669,980

-

-

114,669,980

114,669,980

-

-

-

114,669,980

shares

shares

Legal reserve (Note 17)

Beginning balance, November 1, 2006

Ordinary

101,250,000

-

-

101,250,000

101,250,000

-

-

-

101,250,000

shares

Ordinary

share capital

share capital Preferred

Premium on

Issued and paid-up

27,917,379

-

-

27,917,379

27,917,379

-

-

-

27,917,379

surplus

Land revaluation

FOR THE YEARS ENDED OCTOBER 31, 2008 AND 2007

11,500,000

-

-

11,500,000

11,500,000

-

-

786,739

10,713,261

Legal reserve

80,472,078

(45,999,992)

67,350,509

59,121,561

59,121,561

(34,499,994)

69,207,373

(786,739)

25,200,921

Unappropriated

Retained Earnings Appropriated

THE SEPARATE FINANCIAL STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES

336,139,437

(45,999,992)

67,350,509

314,788,920

314,788,920

(34,499,994)

69,207,373

-

280,081,541

equity

shareholders'

Total

BAHT

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31, 2008 AND 2007 BAHT CONSOLIDATED

SEPARATE

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

2008

2007

2008

2007

CASH FLOWS FROM OPERATING ACTIVITIES Net income

64,483,589

50,137,527

67,350,509

69,207,373

17,295,185

16,829,057

12,054,695

10,542,754

4,116,500

1,019,171

4,116,500

786,840

(846,658)

422,895

(945,784)

285,393

1,188

88,462

1,188

88,015

1,049,998

916,665

-

-

(2,360,955)

(1,897,066)

-

-

167,619

-

1,725,035

1,479,115

-

85,463,882

69,163,445

82,577,108

82,731,655

(23,540,174)

(56,340,526)

(34,411,310)

(47,025,779)

17,474

156,886

173,299

(70,096)

2,882

(18,439)

-

367,213

-

Items to reconcile net income to net cash flows provided by operating activities: Depreciation and amortization of intangible assets Doubtful accounts and bad debt (Profits) losses on sale and writing off of fixed assets and intangible assets Unrealized losses on exchange rate Dividends received from investments using the equity method Share of profits from investments using the equity method Losses on sale of investment in associated company Net income of minority interest

-

1,821,280 -

Income from operations before changes in operating assets and liabilities Operating assets (increase) decrease Trade accounts receivable Amounts due from related parties Amounts due from related parties - Joint Venture Inventories The gross amount due from customers for contract work Other current assets Other current assets - Joint Venture Other non-current assets Other non-current assets - Joint Venture

-

367,213

104,378,061

(88,808,664)

96,195,456

(83,305,315)

5,928,705

(15,218,078)

4,346,463

(10,710,924)

714,874

9,028,818

(6,599,749)

(262,953)

(567,352) 165,798,603

PICO (Thailand) Public Company Limited

-

(81,932,298)

(6,389,104) 142,491,912

Annual Report 2008

283,195 (57,730,051)

89

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED OCTOBER 31, 2008 AND 2007 BAHT CONSOLIDATED

SEPARATE

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

2008

2007

2008

2007

CASH FLOWS FROM OPERATING ACTIVITIES (CONTINUED) Operating liabilities increase (decrease) Trade accounts payable Amounts due to related parties

(47,259,282)

70,240,778

(28,226,255)

59,876,137

733,331

8,902,354

729,935

8,905,750

Amount due to a related party - Joint Venture Accrued expenses Accrued expenses - Joint Venture The gross amount due to customers for contract work Deposits received from customers

-

Other current liabilities - Joint Venture Other non-current liabilities Net cash provided by operating activities

-

(7,159,049)

51,622

37,203

(1,721,160)

8,318,405

1,535,418

7,882,930

(17,077,501)

15,833,630

(16,522,155)

14,148,236

-

(2,077,159)

1,087,809

3,772,079

(295,200)

(4,814,310)

1,310,674 109,779,011

-

8,299,454

-

7,150,115

Deposits received from customer - Joint Venture Other current liabilities

(552,000)

-

767,361 1,310,674

10,569,633

110,386,344

(7,570,883) -

3,376,577 28,888,696

CASH FLOWS FROM INVESTING ACTIVITIES Cash received from deposits at banks used as collateral

-

810,000

-

-

-

4,920,000

-

-

-

(1,476,000)

-

-

Cash received from deposits at banks used as collateral - Joint Venture Cash payment for bill of exchange used as collateral - Joint Venture Cash received from short-term loan to a related company

4,899,476

155,439

6,689,794

259,065

Cash payment for short-term loan to a related company Cash payment for purchase of fixed assets

(885,600)

-

-

-

(12,998,474)

(18,690,019)

(12,950,056)

(12,197,536)

Cash payment for purchase of intangible assets

(1,465,933)

(2,204,608)

(1,466,381)

(2,204,608)

Cash received from sale of fixed assets

2,089,395

392,970

1,464,323

236,596

Purchase of investment in subsidiaries Purchase of investment in other companies

-

-

-

(1,656,710)

-

-

-

(3,876,200)

-

-

-

128,700

-

(362,315)

(20,436,200)

Cash payment to minority interest on purchase of the additional shares Cash received from sale of investment in associated company Net cash used in investing activities

90

Annual Report 2008

(8,723,451)

(21,496,428)

(6,262,320)

128,700 (34,213,983)

PICO (Thailand) Public Company Limited

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED OCTOBER 31, 2008 AND 2007 BAHT CONSOLIDATED

SEPARATE

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

2008

2007

2008

2007

CASH FLOWS FROM FINANCING ACTIVITIES Bank overdrafts and short-term loan from financial institutions

7,340,554

291,773

-

-

295,200

103,626

-

-

(2,621,717)

(2,575,170)

Cash received from short-term loan from related parties - Joint Venture Cash payment for obligations under hire-purchase agreements Increase share capital of minority shareholders Dividends paid

-

6,040,000

(2,621,717)

(2,559,347)

-

-

(45,999,992)

(34,499,994)

(2,050,670)

(8,790,000)

(43,036,625)

(39,429,765)

(48,621,709)

(37,059,341)

Net increase (decrease) in cash and cash equivalents

58,018,935

(50,356,560)

55,502,315

(42,384,628)

Cash and cash equivalents balance as at beginning

86,309,371

136,665,931

68,835,032

111,219,660

144,328,306

86,309,371

124,337,347

68,835,032

Dividends of subsidiaries paid to minority shareholders Net cash used in financing activities

(45,999,992)

(34,499,994)

-

-

Cash and cash equivalents balance as at ending (Note 4.2)

Notes to the financial statements form an integral part of these statements

PICO (Thailand) Public Company Limited

Annual Report 2008

91

Pico (Thailand) Public Company Limited and Subsidiaries Notes to the Consolidated and Separate Financial Statements For the Years Ended October 31, 2008 and 2007 1.

Operations of the Company and Subsidiaries Pico (Thailand) Public Company Limited and subsidiaries are companies registered in Thailand. The information of business and locations of the Company and subsidiaries as at October 31, 2008 and 2007 are as follows:

Name Pico (Thailand) Public Company Limited

Subsidiaries PX System Company Limited

Nox Bangkok Company Limited *(Formerly Artcom Graphic Company Limited) Multi Designs Company Limited

Registered date

Number of employee 2008 2007

Business type

Location*

March 27, 1992

Design and fabrication of exhibition booths for trade exhibition organizers, company showrooms and shop counters, interiors for museums, theme park and visitor centers

10 Soi Lasalle 56 Sukhumvit Rd., Kwang Bangna, Khet Bangna, Bangkok

113

112

February 23, 1995

Rental of equipment and contractor on the trade exhibition standard booths

12 Soi Lasalle 56 Sukhumvit Rd., Kwang Bangna, Khet Bangna, Bangkok 10 Soi Lasalle 56 Sukhumvit Rd., Kwang Bangna, Khet Bangna, Bangkok

24

27

-

12

10 Soi Lasalle 56 Sukhumvit Rd., Kwang Bangna, Khet Bangna, Bangkok

12

12

March 12, 1996

April 19, 1995

Graphic banner and inkjet printing design

Trade exhibition and interior design

The major shareholder of Pico (Thailand) Public Company Limited is Pico Art International Pte Ltd. which was incorporated in Singapore. The Company became listed on the Market for Alternative Investment on April 20, 2004.

For the year ended October 31, 2008, staff costs of the Company and subsidiaries in the consolidated and the separate financial statements are approximately Baht 122.83 million and Baht 103.65 million, respectively and for the year ended October 31, 2007 the staff costs of the Company and subsidiaries in the consolidated and the separate financial statements are Baht 108.94 million and Baht 85.79 million, respectively. * On August 20, 2007, PX System Company Limited changed its address from located at number 10 to be located at number 12, commencing on August 20, 2007 onward. * On October 27, 2008, Artcom Graphic Company Limited changed its name to Nox Bangkok Company Limited, commencing on October 27, 2008 onward. As at October 31, 2008, Nox Bangkok Company Limited has no employee because it is under an organization restructuring plan.

92

Annual Report 2008

PICO (Thailand) Public Company Limited

2.

Basis for Preparation of the Consolidated and Separate Financial Statements 2.1

The statutory financial statements are prepared in the Thai language in accordance with accounting standards and practices generally accepted in Thailand.

The financial statements are shown in accordance with the Notification of the Department of Commercial Registration (currently the Department of Business Development) dated September 14, 2001 regarding “The Brief Particulars in the Financial Statements B.E. 2544”.

2.2

The consolidated financial statements include the accounts of Pico (Thailand) Public Company Limited, three subsidiaries and Joint Venture (applied proportionate consolidation) by eliminating significant balances and business transactions with such parties.

The portions of the Company’s ownership and investment as at October 31, 2008 and 2007 are as follows: % of ownership Subsidiary companies

PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited

99.99 59.99 % of proportion

Joint Venture

Joint Venture of Ekca Thai Co., Ltd., Pico (Thailand) Pcl. and Bewcon Co., Ltd.

2.3

90.00

40.00

Accounting standards announced but not effective The Federation of Accounting Professions has issued Notifications of Federation of Accounting Professions No. 9/2550 dated May 2, 2007, No. 38/2550 dated September 21, 2007 and No. 62/2550 dated December 7, 2007 regarding the following accounting standards that were announced in the Royal Gazette, but were not in effect in 2007: TAS 25 (Revised 2007) TAS 29 (Revised 2007) TAS 31 (Revised 2007) TAS 33 (Revised 2007) TAS 35 (Revised 2007) TAS 39 (Revised 2007) TAS 41 (Revised 2007) TAS 43 (Revised 2007) TAS 49 (Revised 2007) TAS 51

Cash Flow Statements Leases Inventories Borrowing Costs Presentation of Financial Statements Accounting Policies, Changes in Accounting Estimates and Errors Interim Financial Reporting Business Combination Construction Contracts Intangible Assets

These accounting standards will supersede previously issued accounting standards when they become effective. The Company has assessed the impact of these accounting standards, when they are effective, for financial periods beginning on or after January 1, 2008 and does not expect them to have a material effect on the financial statements.

PICO (Thailand) Public Company Limited

Annual Report 2008

93

3.

Significant accounting Policies The significant accounting policies are summarized below: 3.1

Allowance for doubtful accounts Allowance for doubtful accounts is provided at the estimated collection losses on receivables, based on the Company’s collection experience together with a review of the financial position of each debtor.

3.2

Investments in subsidiaries, associated companies, Joint Venture and other companies Investments in subsidiaries, associated companies and Joint Venture included in the separate financial statements are accounted for by cost method.

Investments in associated companies included in the consolidated financial statements are accounted for by equity method.

Investments in other companies are general investments which are stated at cost.

Debt securities held-to-maturity are stated at the amortized cost.

The difference of net book value at the date of acquisition being over or under cost of investments has been recognized as income or expense in the statement of income. Management believes that the net book value at the acquisition date approximates to the fair value of investments.

3.3

Property, plant and equipment, net Land is stated at the appraised value. Plant and equipment are stated at cost, net of accumulated depreciation.

Depreciation is computed by the straight-line method, based on the estimated useful lives of the assets as follows: Buildings and building improvement Operating equipment Others

6 - 20 years 2.5 - 5 years 3 - 5 years

Where the carrying amount of an asset is greater than its recoverable amount, it is written down immediately to its recoverable amount. The recoverable amount is the higher of the anticipated discounted cash flows from the continuing use of the assets and the amount obtainable from the sale of the assets less any costs of disposal.

Increases in carrying amount arising on land revaluation are credited to land revaluation surplus in shareholders’ equity. Where the carrying amount of land is greater than the revalued amount, it is written down in the statement of income.

Revaluation decreases are charged against the related revaluation surplus in respect of the same land to the extent that the decrease does not exceed the amount held in the revaluation surplus in respect of such land; decreases in excess of that amount are charged to the statement of income.

The Company has a policy for revaluation of land used in operations every 5 years by the independent appraisers.

94

Annual Report 2008

PICO (Thailand) Public Company Limited

3.4

Intangible assets, net Intangible assets, net consisting of computer software and patent are stated at cost, net of accumulated amortization.

Amortization is calculated by the straight-line method, based on the estimated useful lives of the assets as 5 - 10 years.

3.5

Long-term lease a)

Operating lease Lease in which substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating lease. Rentals applicable to such operating leases are charged to the statement of income over the lease term.

b) Finance lease Finance lease are the leases in which substantially all the risks and rewards of ownership other than legal title are transferred to the Company. At inception, the fair value of the leased assets is recorded together with the obligations after netting deferred interest. The leased assets are depreciated using the straight-line method over their estimated useful lives. Interest, finance charge, or depreciation are recognized in the statement of income.

3.6

Foreign currency transactions Transactions denominated in foreign currencies incurred during the year are translated into Baht at the rates of exchange prevailing at the transaction dates. All balances of monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Baht at the exchange rates announced by the Bank of Thailand at that date. Gains or losses on foreign exchange arising on settlements and translation are recognized as income or expense in the statement of income as incurred.

3.7

Recognition of revenues Service income is recognized by the percentage of completion method. The percentage of completion is measured by the proportion of actual costs incurred up to the end of the year and the total anticipated cost to be incurred to completion.

Revenues from organizing trade shows, exhibitions and entertainment events are recognized on opening dates of the events.

3.8

Provident fund The Company has a provident fund for those employees who have indicated their willingness to join.

The contributions from the employees are deducted from their monthly salaries, with the Company matching the individuals’ contributions. The provident fund is managed by a financial institution which is authorized by the Government in accordance with the Provident Fund Act B.E. 2530 (1987).

The contribution for employee provident fund is recorded as expenses when incurred.

PICO (Thailand) Public Company Limited

Annual Report 2008

95

3.9

Income tax expense Income tax expense, if any, is based on tax paid and accrued for the year.

3.10

Basic earnings per share Basic earnings per share are calculated by dividing net income for the year after cash dividend or dividend which has been declared for preferred shares, by the weighted average number of ordinary shares outstanding during the year.

3.11

Use of accounting estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.

4.

Supplemental Disclosure of Cash Flow Information and Cash Equivalents 4.1

Cash paid for interest and income tax for the years ended October 31, are as follows:

Consolidated Financial Statements 2008 2007 Interest paid Income tax

4.2

510,234 26,063,007

610,255 21,397,507

472,902 22,504,714

535,398 17,693,717

Cash and cash equivalents consisting of cash in hand and all types of deposits at financial institutions with original maturities of three months or less and excluding deposits at financial institutions used as collateral as at October 31, are as follows:

Consolidated Financial Statements 2008 2007 Cash and deposits at financial institutions Cash and deposits at financial institutions - Joint Venture Others (Note 5)

96

Baht Separate Financial Statements 2008 2007

Annual Report 2008

Baht Separate Financial Statements 2008 2007

58,318,300

82,601,763

39,417,100

68,835,032

767,055 85,242,951

3,390,744 316,864

84,920,247

-

144,328,306

86,309,371

124,337,347

68,835,032

PICO (Thailand) Public Company Limited

4.3

Non-cash transactions as at October 31, are as follows: Fixed assets and intangible assets payable

Consolidated Financial Statements 2008 2007 Fixed assets and intangible assets payable brought forward Purchases of fixed assets and intangible assets Less Cash payments for purchases of fixed assets and intangible assets Purchases fixed assets by hire-purchasing agreement Fixed assets and intangible assets payable carried forward

5.

Baht Separate Financial Statements 2008 2007

1,278,273

4,419,860

192,200

4,052,404

18,380,286

19,262,040

18,755,706

12,050,940

(20,894,627) (14,416,437)

(14,402,144)

(14,464,407) (3,270,000)

(1,509,000)

(3,270,000)

(1,509,000)

1,924,152

1,278,273

1,261,469

192,200

Current Investments Current investments as at October 31, consist of the following:

Consolidated Financial Statements 2008 2007 Government bond Fixed deposits at banks - 3 months

6.

Baht Separate Financial Statements 2008 2007

84,920,247 322,704

316,864

84,920,247 -

-

85,242,951

316,864

84,920,247

-

Trade Accounts Receivable, Net Trade accounts receivable, net as at October 31, are as follows:

Consolidated Financial Statements 2008 2007 Trade accounts receivable, net - Related parties (Note 20) - Others

PICO (Thailand) Public Company Limited

Baht Separate Financial Statements 2008 2007

13,608,922 184,253,142

8,395,854 166,032,801

17,543,446 171,643,146

5,568,609 149,313,437

197,862,064

174,428,655

189,186,592

154,882,046

Annual Report 2008

97

Analysis of trade accounts receivable, net aging as at October 31, are as follows: Baht Separate Financial Statements 2008 2007

Consolidated Financial Statements 2008 2007 Related parties Current Overdue Within 3 months Between 3 and 6 months Between 6 and 12 months Others Current Overdue Within 3 months Between 3 and 6 months Between 6 and 12 months More than 12 months Add Note receivable Less Allowance for doubtful accounts

11,097,662

3,507,351

11,097,662

986,269

543,127 1,489,349 478,784

2,676,694 2,211,809 -

4,477,651 1,489,349 478,784

2,370,531 2,211,809 -

13,608,922

8,395,854

17,543,446

5,568,609

121,923,904

99,668,353

116,259,080

86,122,486

20,313,410 20,105,178 17,862,480 4,127,908

34,789,944 16,616,941 14,715,627 1,330,483

13,995,761 19,477,655 17,862,480 4,048,170

32,047,667 16,589,595 14,553,689 500,725

184,332,880 (79,738)

167,121,348 321,000 (1,409,547)

171,643,146 -

149,814,162 (500,725)

184,253,142

166,032,801

171,643,146

149,313,437

The Company has not provided an allowance for doubtful accounts for the overdue related party accounts receivable as the management of the Company expects to collect in full from those receivables.

7.

Short-term Loan to a Related Party Short-term loan to a related party as at October 31, consists of the following: Baht Separate Financial Statements 2008 2007

Consolidated Financial Statements 2008 2007 Short-term loan to a related party – Joint Venture

885,600

4,899,476

1,476,000

8,165,794

Related party relationship is described in Note 20.

Short-term loan as at October 31, 2008 and 2007 bear interest at 3.75 % per annum.

8.

The Gross Amount due from Customers for Contract Work, Net The gross amount due from customers for contract work, net as at October 31, are as follows: Consolidated Financial Statements 2008 2007 Contract costs incurred and profits/losses recognized to date Less Billing and advances from customers Less Allowance for doubtful account

98

Annual Report 2008

Baht Separate Financial Statements 2008 2007

80,425,824 (13,975,167) (3,467,563)

227,606,243 (56,427,525) -

78,819,765 (13,975,167) (3,467,563)

217,681,073 (56,291,019) -

62,983,094

171,178,718

61,377,035

161,390,054

PICO (Thailand) Public Company Limited

PICO (Thailand) Public Company Limited

Annual Report 2008

99

9.

22.22 20.00 40.00 20.25 40.00

Furniture and equipment rental

Interiors and construction for museum

99.99 59.99

90.00

Design and printing of advertising banner Design Trade exhibition and interior design

Trade exhibition and interior design

Rental of equipment and contractor on the trade exhibition standard booths Graphic banner and inkjet printing design

Business Activity

Investments in subsidiaries, associated companies and Joint Venture, net

Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited Associated companies - Direct Inkjet Images (Thailand) Company Limited Designlab MISC Co., Ltd Ibrix Company Limited Associated company - Indirect U-Rent Company Limited Joint Venture Joint Venture

Subsidiaries PX System Company Limited

Company’s Name

40.00

20.25

22.22 20.00 40.00

99.99 59.99

90.00

Portion of Investment % 2008 2007

400,000

2,000,000

6,000,000 2,000,000 5,000,000

10,000,000 4,000,000

11,000,000

400,000

2,000,000

6,000,000 2,000,000 5,000,000

10,000,000 4,000,000

11,000,000

Paid-up Capital 2008 2007

10,952,249

12,263,206

2,929,499

5,166,329 993,278 1,863,143

-

-

-

3,378,032

5,721,083 1,060,531 2,103,560

-

-

Consolidated Financial Statements Equity Method 2008 2007

32,051,047

160,000

-

3,922,033 399,900 1,999,800

10,298,600 2,520,000

12,750,714

32,051,047

160,000

-

3,922,033 399,900 1,999,800

10,298,600 2,520,000

12,750,714

Baht Separate Financial Statements Cost Method 2008 2007

Investments in associated companies using the equity method for the consolidated financial statements and investments in subsidiaries, associated companies and Joint Venture using cost method for the separate financial statements as at October 31, are as follows:

Investments in Subsidiaries, Associated Companies and Joint Venture, Net

10.

Property, Plant and Equipment, Net Property, plant and equipment, net consist of the following:

Balance as at October 31, 2007

Additions

Disposals

CONSOLIDATED FINANCIAL STATEMENTS Cost and appraisal value: Land - at cost 15,782,621 Land appraisal increase 27,917,379 Land improvement 445,025 Buildings & improvement 50,063,335 Vehicles 15,470,713 Office equipment 7,172,991 Computers 13,341,787 Tool & machinery 11,771,011 Office furniture 8,062,844 Operating equipment 18,367,098

978,100 3,299,000 769,182 2,152,183 16,500 1,403,082 926,193

(3,769,377) (585,858) (3,608,210) (8,236,451) (522,129) -

5,100,563 214,289 405,400 (670,800) 312,211 -

15,782,621 27,917,379 445,025 56,141,998 15,000,336 8,570,604 12,831,160 2,880,260 9,256,008 19,293,291

168,394,804

10,544,240

(16,182,025)

5,361,663

168,118,682

(445,024) (17,522,111) (7,773,959) (2,773,636) (7,638,565) (10,748,291) (2,994,102) (8,808,937)

(4,406,039) (2,782,952) (1,413,661) (3,151,917) (225,404) (1,426,627) (3,313,566)

3,571,097 394,669 2,971,617 7,648,715 441,779 -

(349,191) (470,065) -

(445,024) (21,928,150) (6,985,814) (3,792,628) (8,168,056) (2,854,915) (3,978,950) (12,122,503)

(58,704,625)

(16,720,166)

15,027,877

120,874

(60,276,040)

108,000

6,504,063

-

(5,627,063)

985,000

109,798,179

328,137

(1,154,148)

(144,526)

108,827,642

Total cost and appraisal value Accumulated depreciation: Land improvement Buildings & improvement Vehicles Office equipment Computers Tool & machinery Office furniture Operating equipment Total accumulated depreciation Assets under construction Property, plant and equipment, net Depreciation for the years: 2008 2007

Cost of fully depreciated fixed assets still in use: 2008 Gross carrying amount 2008 Gross carrying amount

100

Baht Balance as at Transfer October in (out) 31, 2008

Annual Report 2008

16,720,166 16,438,786 9,844,193 16,410,350

PICO (Thailand) Public Company Limited

Property, Plant and Equipment, Net (Continued) Baht Balance as at Transfer October in (out) 31, 2008

Balance as at October 31, 2007

Additions

Disposals

SEPARATE FINANCIAL STATEMENTS Cost and appraisal value: Land - at cost Land appraisal increase Land improvement Buildings & improvement Vehicles Office equipment Computers Tool & machinery Office furniture Operating equipment

15,782,621 27,917,379 445,025 45,428,326 15,271,713 4,398,326 10,040,741 97,880 6,798,004 1,291,345

1,938,638 3,299,000 1,764,383 1,892,427 17,057 1,980,507 27,200

(3,769,377) (319,573) (2,675,904) (35,648) (463,229) -

5,100,563 214,289 312,211 -

15,782,621 27,917,379 445,025 52,467,527 14,801,336 6,057,425 9,257,264 79,289 8,627,493 1,318,545

Total cost and appraisal value

127,471,360

10,919,212

(7,263,731)

5,627,063

136,753,904

(445,024) (16,755,347) (7,574,960) (1,697,392) (5,279,909) (86,395) (2,544,131) (1,252,434)

(3,757,582) (2,782,952) (968,998) (2,657,966) (8,436) (1,316,018) (35,414)

3,571,097 161,181 2,580,865 33,229 398,820 -

-

(445,024) (20,512,929) (6,786,815) (2,505,209) (5,357,010) (61,602) (3,461,329) (1,287,848)

(35,635,592)

(11,527,366)

6,745,192

-

(40,417,766)

108,000

6,504,063

-

(5,627,063)

985,000

91,943,768

5,895,909

(518,539)

-

97,321,138

Accumulated depreciation: Land improvement Buildings & improvement Vehicles Office equipment Computers Tool & machinery Office furniture Operating equipment Total accumulated depreciation Assets under construction Property, plant and equipment, net Depreciation for the years: 2008 2007

Cost of fully depreciated fixed assets still in use: 2008 Gross carrying amount 2008 Gross carrying amount

11,527,366 10,197,072 6,164,020 4,933,028

During the year ended October 31, 1994, land was professionally appraised and the revaluation account is shown in land revaluation surplus under shareholders’ equity. The land was re-appraised by the independent appraiser on July 31, 2000 and the decline in value of Baht 5.3 million was deducted from such revaluation surplus.

On August 9, 2005, such land was re-appraised by the independent appraiser and surplus in value of Baht 18.7 million was included in such revaluation surplus.

PICO (Thailand) Public Company Limited

Annual Report 2008

101

11.

Intangible Assets, Net Intangible assets, net as at October 31, are as follows:

Consolidated Financial Statements 2008 2007 Cost of intangible assets Less Accumulated amortization

5,657,833 (1,426,377)

4,220,450 (801,894)

5,266,989 (1,238,161)

3,934,558 (710,832)

Intangible assets under installation

4,231,456 209,802

3,418,556 209,802

4,028,828 209,802

3,223,726 209,802

Intangible assets, net

4,441,258

3,628,358

4,238,630

3,433,528

575,019

390,271

527,329

345,682

Amortization for the years

12.

Baht Separate Financial Statements 2008 2007

Bank Overdraft and Short-term Loan from Financial Institutions The Company and subsidiaries have unused credit facilities for bank overdraft and short-term loan as at October 31, as follows:

Consolidated Financial Statements

Baht Million Separate Financial Statements

195.37 142.71

190.00 130.00

2008 2007

As at October 31, 2008 and 2007, such credit facilities have interest rates at minimum overdraft rate (MOR) plus 0.00% - 0.50% per annum and at minimum lender rate (MLR) less 0.00% - 2.75% per annum.

In May and August 2007, the Company entered into agreements to guarantee loans of subsidiaries under overdrafts facilities from local banks totaling Baht 13 million.

13.

Trade Accounts Payable Trade accounts payable as at October 31, are as follows:

Consolidated Financial Statements 2008 2007 Trade accounts payable - Related parties (Note 20) - Others Accrued cost - Related parties (Note 20) - Others

102

Annual Report 2008

Baht Separate Financial Statements 2008 2007

10,064,364 81,268,919

8,421,143 118,671,308

17,559,158 75,408,000

12,361,849 103,299,769

1,881,838 37,604,985

427,204 50,542,605

2,824,416 35,541,115

1,373,029 42,507,169

130,820,106

178,062,260

131,332,689

159,541,816

PICO (Thailand) Public Company Limited

14.

The Gross Amount due to Customers for Contract Work The gross amount due to customers for contract work as at October 31, are as follows:

Consolidated Financial Statements 2008 2007 Billing and advances from customers Less Contract costs incurred and profits/losses recognized to date

15.

Baht Separate Financial Statements 2008 2007

32,619,925

47,722,664

31,636,985

42,508,648

(20,539,234)

(33,920,813)

(20,397,420)

(32,804,501)

12,080,691

13,801,851

11,239,565

9,704,147

Obligations under Hire-purchase Agreements Obligations under hire-purchase agreements as at October 31, are as follows:

Consolidated Financial Statements 2008 2007 Obligations under hire-purchase agreements Less Deferred interest Less Obligations under hire-purchase agreements due within one year

16.

Baht Separate Financial Statements 2008 2007

7,911,008 (824,883)

7,340,767 (902,925)

7,911,008 (824,883)

7,340,767 (902,925)

7,086,125

6,437,842

7,086,125

6,437,842

(2,927,877)

(1,760,263)

(2,927,877)

(1,760,263)

4,158,248

4,677,579

4,158,248

4,677,579

Share Capital The Company’s registered share capital comprised ordinary shares and preferred shares.

The preferred shares have the right to receive dividends equal to ordinary shares. The dividend will be calculated from profit earned after the issuance of preferred shares. However, any profit on the appraisal of land, buildings and other assets which existed before the issuance of the preferred shares, will be allocated solely to the ordinary shares.

The preferred shareholders have the right to vote in the shareholder meeting, a ten thousand preferred shares are equivalent to one voting right of a ordinary share. The preferred shares have the right to receive the proportion of their return on investments upon liquidation equal to ordinary shares.

As at October 31, the premium on ordinary share capital included in the consolidated and separate financial statements, are as follows:

Premium on ordinary share capital Less Underwriting fee

PICO (Thailand) Public Company Limited

2008

Baht 2007

105,000,000 (3,750,000)

105,000,000 (3,750,000)

101,250,000

101,250,000

Annual Report 2008

103

17.

Legal Reserve Under the Public Companies Limited Act, the Company is required to set aside as a legal reserve at least 5% of its net income after deficit brought forward (if any) until the reserve is not less than 10% of the registered capital. Such reserve fund is not available for distribution as dividend until the Company is finally wound up.

18.

Dividends Paid 18.1

The Company On June 6, 2008, the Company’s Board of Directors’ meeting resolved to take action for an interim dividend payment of Baht 0.20 per share for the total eligible shares of 114,999,980 shares totaling Baht 23 million to the shareholders whose names were listed in the Company’s registrar book as at June 23, 2008. The Company paid such dividend on July 4, 2008.

On February 15, 2008, the Company’s annual ordinary shareholders’ meeting resolved to take action for the appropriation of legal reserve of Baht 0.79 million, appropriation of dividend payment of Baht 0.20 per share from the net profit of 2007 to the shareholders whose names were listed in the Company’s registrar book as at January 29, 2008 totaling Baht 23 million. The Company paid such dividend on February 29, 2008.

On June 8, 2007, the Company’s Board of Directors’ meeting resolved to take action for interim dividend payment of Baht 0.10 per share amounting to Baht 11.50 million to the shareholders whose names were listed in the Company’s registrar book as at June 25, 2007. The Company paid such dividend on July 3, 2007.

On February 16, 2007, the Company’s annual ordinary shareholders’ meeting resolved to take action for the appropriation of legal reserve of Baht 3.56 million, appropriation of dividend payment of Baht 0.20 per share from the net profit of 2006 to the shareholders whose names were listed in the Company’s registrar book as at January 29, 2007 totaling Baht 23 million. The Company paid such dividend on February 28, 2007.

18.2

The subsidiaries On September 30, 2008, the Board of Directors’ meeting of PX System Company Limited passed a resolution for an interim dividend payment of Baht 40 per share for 110,000 ordinary shares totaling Baht 4.40 million.

On September 1, 2008, the Board of Directors’ meeting of Multi Designs Company Limited passed a resolution for an interim dividend payment of Baht 50 per share for 40,000 ordinary shares totaling Baht 2 million.

On January 31, 2008, the Board of Directors’ meeting of PX System Company Limited passed a resolution for an interim dividend payment of Baht 30 per share for 110,000 ordinary shares totaling Baht 3.30 million.

On January 17, 2008, the Board of Directors’ meeting of Multi Designs Company Limited passed a resolution for an interim dividend payment of Baht 30 per share for 40,000 ordinary shares totaling Baht 1.20 million.

On January 17, 2007, the Board of Directors’ meeting of Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) passed a resolution for an interim dividend payment of Baht 1,294 per share for 10,000 ordinary shares totaling Baht 12.94 million.

On January 17, 2007, the Board of Directors’ meeting of PX System Company Limited passed a resolution for an interim dividend payment of Baht 2,000 per share for 10,000 ordinary shares totaling Baht 20 million.

On January 17, 2007, the Board of Directors’ meeting of Multi Designs Company Limited passed a resolution for an interim dividend payment of Baht 100 per share for 40,000 ordinary shares totaling Baht 4 million.

104

Annual Report 2008

PICO (Thailand) Public Company Limited

19.

Basic Earnings per Share The calculation of the basis earnings per share for the years ended October 31, are based on the following data: Baht Separate Financial Statements 2008 2007

Consolidated Financial Statements 2008 2007 Net income Less Dividends of preferred shares

64,483,589 (132,000)

50,137,527 (99,000)

67,350,509 (132,000)

69,207,373 (99,000)

Net income for the calculation purpose of basic earnings per share

64,351,589

50,038,527

67,218,509

69,108,373

114,669,980 0.56

114,669,980 0.44

114,669,980 0.59

114,669,980 0.60

Weighted average number of ordinary sharesShares Basic earnings per share Baht

20.

Related Parties Transactions The financial statements included certain transactions with related parties. These parties are related through common shareholdings and/or directorship. The financial statements reflect the effects of these transactions on the basis determined by the companies concerned.

Significant balances with the related parties as at October 31, are as follows: Baht

Accounts/Companies

Relationship

Consolidated

Separate

Financial Statements

Financial Statements

2008

2007

2008

2007

3,886,601 92,300 124,384 6,870,024

2,829,303 637,837 -

3,886,601 92,300 124,384 6,870,024

2,584,303 21,186 -

264,306 -

1,857,764

264,306 -

-

1,310,215 26,750 965,700 68,642 -

21,980 123,050 738,300 107,000 1,137,923 942,697

1,310,215 965,700 68,642 25,680 3,935,594 -

21,980 123,050 738,300 1,137,923 941,867

13,608,922

8,395,854

17,543,446

5,568,609

Trade accounts receivable (Note 6) Pico Art International Pte Ltd. Indec International Pte Ltd. Pico International (M) Sdn. Bhd. Pico International Ltd. Shanghai Pico Exhibition Services Co., Ltd. Pico International (HK) Ltd. Beijing Pico Exhibition Services Co., Ltd. Pico Art Exhibit, Inc. Pico IES Group Limited Pico International (B) Sdn. Bhd. Pico International (UK) Ltd. World Image International PX System Company Limited Multi Designs Company Limited U-Rent Company Limited

PICO (Thailand) Public Company Limited

Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Subsidiary Subsidiary Associated Company

Annual Report 2008

105

Baht

Accounts/Companies

Relationship

Consolidated

Separate

Financial Statements

Financial Statements

2008

2007

2008

2007

55,108 6,741 -

55,925 55,108 -

55,108 6,741 34,668

55,925 55,108 69,336

-

3,016

384,821 -

347,180 158,798 3,016

34,726

-

34,726

-

96,575

114,049

516,064

689,363

885,600

4,899,476

1,476,000

8,165,794

53,720 -

1,455,657 1,600,000 89,800 23,450

53,720 -

1,455,657 89,800 -

53,720

3,168,907

53,720

1,545,457

11,406 22,297 150,000

316,667 -

11,406 22,297 615,500 150,000

316,667 -

142,000

-

142,000

-

325,703

316,667

941,203

316,667

-

-

12,750,714

12,750,714

-

-

10,298,600 2,520,000

10,298,600 2,520,000

5,721,083 1,060,531 2,103,560 3,378,032 -

5,166,329 993,278 1,863,143 2,929,499 -

3,922,033 399,900 1,999,800 160,000

3,922,033 399,900 1,999,800 160,000

12,263,206

10,952,249

32,051,047

32,051,047

Amounts due from related parties Pico Art International Pte Ltd. Pico International (Dubai) L.L.C. Pico Contracts Limited PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited U-Rent Company Limited Inkjet Images (Thailand) Company Limited

Short-term loan to a related party Joint Venture

Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Subsidiary Subsidiary Subsidiary Associated Company Associated Company

Joint Venture

The gross amount due from customers for contract work Pico Art International Pte Ltd. Pico International (HK) Ltd. Pico International (UK) Ltd. U-Rent Company Limited

Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Associated Company

Other current assets Pico Art International Pte Ltd. Pico Global Services Limited Multi Designs Company Limited Designlab MISC Company Limited Inkjet Images (Thailand) Company Limited

Major Shareholder Same Ultimate Holding Company Subsidiary Associated Company Associated Company

Investments in subsidiaries, associated companies and Joint Venture, net PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited Inkjet Images (Thailand) Company Limited Designlab MISC Company Limited Ibrix Company Limited U-Rent Company Limited Joint Venture

106

Annual Report 2008

Subsidiary Subsidiary Subsidiary Associated Company Associated Company Associated Company Associated Company Joint Venture

PICO (Thailand) Public Company Limited

Baht

Accounts/Companies

Relationship

Consolidated

Separate

Financial Statements

Financial Statements

2008

2007

2008

2007

1,643,436 11,410 27,105 912,193 -

2,803,039 343,958 76,257 68,246 1,838,025

1,643,436 11,410 27,105 912,193 -

2,803,039 343,958 76,257 68,246 1,838,025

581,965 -

-

581,965 5,508,077

1,269,405

3,607,521

1,587,877

2,174,775 3,419,463

1,609,682 1,932,861 716,635

1,664,981 1,615,753

9,931 1,693,810

1,664,981 1,615,753

9,931 1,693,810

10,064,364

8,421,143

17,559,158

12,361,849

-

275,100

-

275,100

50,000 -

150,000 -

50,000 -

150,000 187,101

271,352

2,104

1,082,500 131,430

758,724 2,104

Trade accounts payable (Note 13) Pico Art International Pte Ltd. Pico IES Group (China) Co., Ltd. Pico Global Services Limited Pico International (M) Sdn. Bhd. Pico International (HK) Ltd. Intertrade Pte Ltd. Pico Art Exhibit, Inc. Shanghai Pico Exhibition Services Co., Ltd. PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited U-Rent Company Limited Inkjet Images (Thailand) Company Limited Designlab MISC Company Limited

Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Subsidiary Subsidiary Subsidiary Associated Company Associated Company Associated Company

Accrued cost (Note 13) Pico Chicago, Inc. Shanghai Pico Exhibition Services Co., Ltd. Pico International (HK) Ltd. PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited U-Rent Company Limited Inkjet Images (Thailand) Company Limited

Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Subsidiary Subsidiary Subsidiary Associated Company Associated Company

1,560,486

-

1,560,486

-

1,881,838

427,204

2,824,416

1,373,029

21,290,861 75,560

20,557,342 85,759

21,290,861 75,560

20,557,342 85,759

-

-

-

3,396

14,445

-

14,445

-

21,380,866

20,643,101

21,380,866

20,646,497

Amounts due to related parties Pico Art International Pte Ltd. Pico Global Services Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Inkjet Images (Thailand) Company Limited

PICO (Thailand) Public Company Limited

Major Shareholder Same Ultimate Holding Company Subsidiary Associated Company

Annual Report 2008

107

Baht

Accounts/Companies

Relationship

Consolidated

Separate

Financial Statements

Financial Statements

2008

2007

2008

2007

-

-

50,000

8,100 120,000

-

-

50,000

128,100

287,269 278,224 166,619

-

287,269 278,224 166,619

-

732,112

-

732,112

-

Accrued Expenses Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited

Subsidiary Subsidiary

The gross amount due to customers for contract work Pico Art International Pte Ltd. Pico Atlanta, Inc. Pico International Ltd.

Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company

Significant business transactions with related parties for the years ended October 31, are mainly as follows: Baht

Accounts/Companies

Relationship

Consolidated

Separate

Financial Statements

Financial Statements

2008

2007

2008

2007

3,621,440 437,770 11,753,942 6,339,129 54,368 2,606,735 3,871,741 86,262 1,803,601

6,519,287 115,000 1,970,482 1,938,630 690,000

3,621,440 437,770 8,009,418 6,108,182 54,368 2,606,735 3,871,741 86,262 1,224,500

4,069,326 115,000 1,250,006 134,800 690,000

Same Ultimate Holding Company

247,015

20,542 -

247,015

20,542 -

Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Subsidiary Subsidiary Associated Company Joint Venture

64,151 25,000 398,878 79,370 2,171,963 293,570 508,114 -

100,000 58,879 1,153,279 4,646,041 154,960 273,200 1,518,330 7,801,446

64,151 398,878 2,171,963 293,570 69,000 3,678,125 -

58,879 1,153,279 858,000 154,960 273,200 880,250 13,002,410

34,363,049

26,960,076

32,943,118

22,660,652

Revenues from the rendering of services Pico Art International Pte Ltd. Pico Art Exhibit, Inc. Pico International Taiwan Ltd. Pico International Ltd. Pico International (M) Sdn. Bhd. Pico International (China) Limited Pico International (Dubai) L.L.C. Pico International (UK) Ltd. Indec International Pte Ltd. Pico IES Group Limited Beijing Pico Exhibition services Co., Ltd. Shanghai Pico Exhibition Services Co., Ltd. World Image International Ltd. Pico International (B) Sdn. Bhd. Pico Australia Pty Ltd. Pico Exhibition (UK) Ltd. Pico International (HK) Ltd. Pico North Asia Ltd. MP International (HKG) Ltd. Pico Atlanta, Inc. PX System Company Limited Multi Designs Company Limited U-Rent Company Limited Joint Venture

108

Annual Report 2008

Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company

PICO (Thailand) Public Company Limited

Baht

Accounts/Companies

Relationship

Consolidated

Separate

Financial Statements

Financial Statements

2008

2007

2008

2007

-

-

6,929,650

17,990,000

-

-

1,919,680

7,764,000 2,396,000

-

-

599,999

466,665

-

-

9,449,329

28,616,665

-

-

388,800

388,800

-

-

54,600 338,400

218,400 338,400

-

-

781,800

945,600

-

95,938 -

-

95,938 398,720

-

-

117,000 453,600

502,520 448,050

71,820

-

71,820

-

71,820

95,938

642,420

1,445,228

1,000

-

1,000

-

749,258

-

6,596

-

750,258

-

7,596

-

Dividend income PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited Inkjet Images (Thailand) Company Limited

Subsidiary Subsidiary Subsidiary Associated Company

Management fee (income) PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited

Subsidiary Subsidiary Subsidiary

Other income Pico Art International Pte Ltd. PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited Inkjet Images (Thailand) Company Limited

Major Shareholder Subsidiary Subsidiary Subsidiary Associated Company

Selling of fixed assets U-Rent Company Limited Inkjet Images (Thailand) Company Limited

PICO (Thailand) Public Company Limited

Associated Company Associated Company

Annual Report 2008

109

Baht

Accounts/Companies

Relationship

Consolidated

Separate

Financial Statements

Financial Statements

2008

2007

2008

2007

Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company

1,692,107 1,695,915 207,671 425,256 7,349 381,940 1,572,899 312,732 209,200 10,359 511,610

2,703,663 346,209 969,936 658,096 469,293 1,850,748 70,687 952,579 411,380

1,692,107 1,695,915 207,671 425,256 7,349 381,940 1,572,899 312,732 209,200 10,359 511,610

2,703,663 346,209 969,936 658,096 469,293 1,850,748 70,687 952,579 411,380

Same Ultimate Holding Company Same Ultimate Holding Company Subsidiary Subsidiary

4,389 263,257 -

536,480 -

4,389 263,257 12,383,186

536,480 10,054,636

8,674,544

9,780,614

2,356,067 7,171,500 6,989,553

10,639,873 10,012,913 8,009,364

4,612,387 14,691,340

149,230 14,212,000

4,612,387 14,691,340

149,230 14,212,000

35,272,955

33,110,915

55,498,717

62,047,087

5,000,000

6,000,000

5,000,000

6,000,000

Costs of the rendering of services Pico Art International Pte Ltd. Pico International (M) Sdn. Bhd. Pico Hanoi Ltd. Pico International (Dubai) L.L.C. Pico International (China) Limited Pico International (Egypt) Ltd. Pico Australia Pty Ltd. Pico International (HK) Ltd. Pico International Taiwan Ltd. Pico Art Exhibit, Inc. Intertrade Pte Ltd. GMC Hong Kong Limited Pico IES Group (China) Co., Ltd. Shanghai Pico Exhibition Services Co., Ltd. Pico Global Services Limited Pico Chicago, Inc. PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited U-Rent Company Limited Inkjet Images (Thailand) Company Limited Designlab MISC Company Limited

Subsidiary Associated Company Associated Company Associated Company

Directors’ remuneration

Director

Management fee (expense) Pico Art International Pte Ltd.

Major Shareholder

20,189,251

19,633,930

20,189,251

19,633,930

Major Shareholder Director

18,400,040 12,514,197

12,650,010 9,501,266

18,400,040 12,514,197

12,650,010 9,501,266

30,914,237

22,151,276

30,914,237

22,151,276

Dividend Pico Art International Pte Ltd. Directors

110

Annual Report 2008

PICO (Thailand) Public Company Limited

Baht

Accounts/Companies

Relationship

Consolidated

Separate

Financial Statements

Financial Statements

2008

2007

2008

2007

80,476 369,205 281,631 -

228,536 4,574 627,969 -

80,476 369,205 281,631 -

228,536 4,574 627,969 300,000

12,500

40,525

17,455 1,039,500 12,500

66,813 170,000 40,525

32,408

-

32,408

-

776,220

901,604

1,833,175

1,438,417

-

-

2,250,506

-

Other expenses Pico Art International Pte Ltd. Pico International (M) Sdn. Bhd. Pico Global Services Limited PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited U-Rent Company Limited Inkjet Images (Thailand) Company Limited

Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Subsidiary Subsidiary Subsidiary Associated Company Associated Company

Purchase of fixed assets Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited)

Subsidiary

-

Service income and cost of service are determined by the Company and its related companies based on the cost plus basis as the condition in the normal course of business.

-

On November 1, 2001, the Company entered into the Management Consultant Agreements with three subsidiaries. The management fees charged to such subsidiaries are presented as follows:

Companies

PX System Company Limited Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) Multi Designs Company Limited

Monthly Fee (Baht)

32,400 18,200 28,200

Such agreements shall be in effect for a year from the date of the agreement and the two parties can renew the agreements for a successive term of 1 year. In 2004, the Company has renewed and extended such Management Consultant Agreements for 3 years.

PICO (Thailand) Public Company Limited

Annual Report 2008

111

On November 1, 2006, the Company entered into the new Management Consultant Agreements with three subsidiaries. The management fees charged to such subsidiaries are the same amount.

The new agreements shall be in effect for 3 years from the date of the agreement and the two parties can renew the agreement for a successive term of 3 years.

On February 27, 2008, the Company cancelled the management fees with a subsidiary because the subsidiary is under an organization restructuring plan.

-

On July 10, 1992, the Company entered into the Off-shore Services agreement and Intellectual Property License agreement with Pico Art International Pte Ltd., a major shareholder. Subsequently, amendments of both agreements have been made on November 3, 2003. In consideration thereof, the Company is committed to pay fees under the new amendments at the agreed rates of the gross revenues.

Both agreements shall continue for an indefinite period until terminated by the mutual agreement of the parties.

21.

Share f Profits (Losses) from Investments using the Equity Method For the years ended October 31, 2008 and 2007, share of profits (losses) from investment using the equity method included in the consolidated financial statements are based on the net income (loss) of the financial statements of associated companies for the years ended October 31, 2008 and 2007. Such share of profits (losses) can be stated as percentages of the Company’s consolidated net income as follows: % of ownership 2008 2007 CONSOLIDATED Associated companies - Direct Inkjet Images (Thailand) Company Limited Bec - Tero Exhibition Company Limited Designlab MISC Company Limited Ibrix Company Limited Associated company - Indirect U-Rent Company Limited

% of net income (loss) 2008 2007

22.22 20.00 40.00

22.22 20.00 40.00

1.79 0.10 0.37

1.49 (0.14) 1.01 (0.70)

20.25

20.25

1.39

2.12

For the years ended October 31, 2008 and 2007, share of profits (losses) from investments using the equity method of associated companies were computed from the financial statements for the years ended October 31, 2008 and 2007, which had not been audited.

112

Annual Report 2008

PICO (Thailand) Public Company Limited

22.

Provident Fund For the years ended October 31, 2008 and 2007, the Company and subsidiaries’ contributions included in services and administrative expenses in the financial statements were as follows:

2008 2007

23.

Consolidated Financial Statements

Baht Separate Financial Statements

2,444,397 1,890,481

2,070,414 1,399,569

Disclosure of Financial Instruments The Company and subsidiaries present and disclose financial instruments as follows: 23.1

Accounting Policies Details of significant accounting policies are disclosed in Note 3.

23.2

Credit Risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a financial loss to the Company and subsidiaries. Concentrations of credit risk with respect to trade receivable are limited because the customers of the Company and subsidiaries are diversified.

In the case of recognized financial assets in the balance sheet, the carrying amount of the assets recorded in the balance sheet represents the Company’s maximum exposure to credit risk.

23.3

Foreign Exchange Risk Foreign exchange risk arises from the change in foreign currency exchange rate to have an adverse effect on the Company and subsidiaries in the current reporting year and in future years. The Company and subsidiaries do not expect to incur material effects of foreign currency exchange rate on its financial position and results of the operations because the majority of business activities are denominated in Thai Baht.

23.4

Interest Rate Risk Interest rate risk arises from the potential for a change in interest rate to have an adverse effect on the Company and subsidiaries in the current reporting period and in future years.

The Company and subsidiaries do not expect to incur material incremental effect on its interest expense since the Company has no outstanding loan balance and a subsidiary has short-term loan balance in a form of bank overdraft.

PICO (Thailand) Public Company Limited

Annual Report 2008

113

23.5

Estimated Fair Value of Financial Instruments Thai Accounting Standard No. 48, “Financial Instruments: Disclosure and Presentation� requires certain fair value disclosures. Considerable judgment is necessarily required in estimation of fair value. Accordingly, the estimated fair value presented herein is not necessarily indicative of the amount that could be realized in a current marker exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value. The following methods and assumptions were used by the Company and subsidiaries in estimating fair values of financial instruments.

Cash and cash equivalents, current investments, accounts receivable, amounts due from related companies, short-term loan to a related party, other current assets, trade accounts payable, amounts due to related companies and other current liabilities: the carrying values approximate their fair values due to the relatively short period to maturity.

The current net assets value of non-listed securities based on the latest available financial statements of those companies approximate fair values.

As at October 31, 2008 and 2007, the carrying values of the financial assets and liabilities which is different from the fair values are as follows: Baht Consolidated

Separate

Financial Statements

Financial Statement

Carrying Value 2008

2007

Fair Value 2008

2007

Carrying Value 2008

2007

Fair Value 2008

2007

Financial liabilities Obligation under hirepurchase agreements

7,086,125

6,437,842

6,629,029

6,587,383

7,086,125

6,437,842

6,629,009

6,587,383

Fair value is estimated using the available each year’s market rates which are approximately 3.90% - 4.25% per annum for the year ended October 31, 2008 and approximately 4.00% - 4.25% per annum for the year ended October 31, 2007.

114

Annual Report 2008

PICO (Thailand) Public Company Limited

24.

Business Segment Information Business segment information for the Company and subsidiaries are presented as follows: CONSOLIDATED FINANCIAL STATEMENTS For the year ended October 31, 2008 being as follows: Event Marketing

Museum Exhibit

Revenues from the rendering of services 417,239,548 171,277,183 Dividend income Other income Other income - Joint Venture Share of profits from investments using the equity method -

46,667,818 -

Total Revenues

46,667,818

Revenue Type

Exhibition

417,239,548 171,277,183

-

Inkjet & Graphic

Organizer

Baht Total

Others

402,043 149,721,632 222,887,462 1,008,195,686 304,355 304,355 - 13,283,037 13,283,037 52,120 52,120 -

-

2,360,955

2,360,955

402,043 149,721,632 238,887,929 1,024,196,153

Income before income tax Less Income tax Income tax - Joint Venture

86,272,093 (19,980,875) (82,594) 66,208,624

Less Minority interest in consolidated net income

(1,725,035)

Net income

64,483,589

Inter-segment fixed assets

19,635,198

-

-

-

-

-

19,635,198

General fixed assets

149,468,484

Total fixed assets Less Accumulated depreciation

169,103,682 (60,276,040)

Fixed assets, net General assets

108,827,642 488,979,295

Total Assets

597,806,937

For the year ended October 31, 2007 being as follows: Museum Exhibit

Inkjet & Graphic

Revenues from the rendering of services 413,106,505 155,754,566 271,122,824 Revenues from the rendering of services – Joint Venture - 20,771,589 Dividend income Other income Other income - Joint Venture Share of profits from investments using the equity method -

20,284,107

Total Revenues

20,284,107

Revenue Type

Exhibition

Event Marketing

413,106,505 155,754,566 291,894,413

Organizer

Baht Total

Others

- 154,130,623 1,014,398,625

-

-

1,176,500 3,970,986 262,361

20,771,589 1,176,500 3,970,986 262,361

-

-

1,897,066

1,897,066

- 161,437,536 1,042,477,127

Income before income tax Less Income tax Income tax - Joint Venture

65,644,320 (13,754,854) (272,824) 51,616,642 (1,479,115)

Less Minority interest in consolidated net income Net income Inter-segment fixed assets

50,137,527 18,239,428

-

-

12,206,555

-

-

30,445,983

General fixed assets

30,445,983

Total fixed assets Less Accumulated depreciation

168,502,804 (58,704,625)

Fixed assets, net General assets

109,798,179 516,918,911

Total Assets

626,717,090

PICO (Thailand) Public Company Limited

Annual Report 2008

115

SEPARATE FINANCIAL STATEMENTS For the year ended October 31, 2008 being as follows: Event Marketing

Museum Exhibit

Revenues from the rendering of services Dividend income Other income

357,586,359 163,062,217 -

Total Revenues

357,586,359 163,062,217

Revenue Type

Exhibition

Inkjet & Graphic

Others

Baht Total

46,667,818 -

- 149,790,631 214,488,169 9,449,329 - 12,897,900

931,595,194 9,449,329 12,897,900

46,667,818

- 149,790,631 236,835,398

953,942,423

Organizer

Income before income tax Less Income tax

83,763,538 (16,413,029)

Net income Inter-segment fixed assets

67,350,509 -

-

-

-

-

-

-

General fixed assets

137,738,904

Total fixed assets Less Accumulated depreciation

137,738,904 (40,417,766)

Fixed assets, net General assets

97,321,138 470,501,289

Total Assets

567,822,427

For the year ended October 31, 2007 being as follows: Museum Exhibit

Inkjet & Graphic

Revenues from the rendering of services Dividend income Other income

365,813,164 142,534,797 276,323,788 -

Total Revenues

365,813,164 142,534,797 276,323,788

Revenue Type

Exhibition

Event Marketing

Others

Baht Total

-

- 116,346,982 - 28,616,665 5,299,219

901,018,731 28,616,665 5,299,219

-

- 150,262,866

934,934,615

Organizer

Income before income tax Less Income tax

79,509,999 (10,302,626)

Net income Inter-segment fixed assets

116

69,207,373 -

-

-

-

-

-

-

General fixed assets

127,579,360

Total fixed assets Less Accumulated depreciation

127,579,360 (35,635,592)

Fixed assets, net General assets

91,943,768 484,894,596

Total Assets

576,838,364

Annual Report 2008

PICO (Thailand) Public Company Limited

PICO (Thailand) Public Company Limited

Annual Report 2008

117

25.

30 - 90 30 - 90

Trade accounts payable Other payables

30 - 90

30 - 90 30 - 90

Cash and cash equivalents Trade accounts receivable

Trade accounts payable Other payables

As at October 31, 2007

30 - 90

Cash and cash equivalents Trade accounts receivable

As at October 31, 2008

Assets and Liabilities

Term of Receipt/ Payment (Days)

-

97,542

-

8,588 97,542 -

-

551

325 2,679 5,909

551 -

1,216

160,038 325 -

1,216 -

GBP

5,961 154,077

USD

142,295

116,008 26,287

12,350

1,357 10,993

95,954

68,937 27,017

1,648

48 1,600

S$

Assets and liabilities of the Company and subsidiaries in foreign currencies are as follows:

19,428

19,428

13,462

13,462 -

25,598

5,966 16,632

3,333

3,333 -

HK$

-

-

12

12 -

89,400

89,400 -

401,198

3,730 397,468

RM

-

-

834

834 -

-

-

834

834 -

AUD

-

-

102,176

102,176 -

-

-

202,350

122,256 80,094

YEN

-

-

1,042

1,042 -

-

-

235

235 -

EURO

-

-

5,329

5,329 -

112,992

112,992 -

18,799

18,799 -

YUAN

6,780,588

6,072,921 707,667

767,242

312,130 455,112

3,927,412

3,207,779 719,633

9,667,950

496,619 9,171,331

BAHT

CONSOLIDATED FINANCIAL STATEMENTS

The Company and subsidiaries do not have a policy to cover foreign exchange exposure of assets and liabilities in foreign currencies because the Company and subsidiaries do not expect to incur material effects of foreign currency exchange rate on its financial position and results of the operations because the majority of business activities are denominated in Thai Baht. All foreign currency transactions have to be approved by management.

Risk Management Policies for Assets and Liabilities in Foreign Currencies

118

Annual Report 2008

PICO (Thailand) Public Company Limited

30 - 90 30 - 90

Trade accounts payable Other payables

30 - 90

30 - 90 30 - 90

Cash and cash equivalents Trade accounts receivable

Trade accounts payable Other payables

As at October 31, 2007

30 - 90

Term of Receipt/ Payment (Days)

Cash and cash equivalents Trade accounts receivable

As at October 31, 2008

Assets and Liabilities

-

97,542

-

3,731 97,542 -

-

551

325 2,679 1,052

551 -

1,216

160,038 325 -

1,216 -

GBP

5,961 154,077

USD

142,295

116,008 26,287

12,350

1,357 10,993

95,954

68,937 27,017

1,648

48 1,600

S$

3,333

3,333 -

HK$

19,428

19,428

13,462

13,462 -

25,598

5,966 16,632

Risk Management Policies for Assets and Liabilities in Foreign Currencies (Continued)

-

-

12

12 -

89,400

89,400 -

401,198

3,730 397,468

RM

-

-

834

834 -

-

-

834

834 -

AUD

-

-

102,176

102,176 -

-

-

202,350

122,256 80,094

YEN

-

-

1,042

1,042 -

-

-

235

235 -

EURO

-

-

5,329

5,329 -

112,992

112,992 -

18,799

18,799 -

YUAN

6,780,588

6,072,921 707,667

602,689

312,130 290,559

3,927,412

3,207,779 719,633

9,667,950

496,619 9,171,331

BAHT

SEPARATE FINANCIAL STATEMENTS

26.

Guarantees As at October 31, 2008 and 2007, the Company and subsidiaries have bank letters of guarantee as required by the contracts with customers amounting to approximately Baht 41.02 million and Baht 61.21 million, respectively.

27.

Corporate Tax According to the Royal Decree No. 475 B.E. 2551 issued under the Revenue Code regarding the corporate income tax rate deduction effective on August 7, 2008, the corporate income tax for companies listed on the Market for Alternative Investment has been reduced from 30% to 20% of net profit which does not exceed Baht 20 million consecutive years for the accounting periods beginning on or after January 1, 2008. However, such change does not have impact to the financial statements due to the Company has register on the Market for Alternative Investment before December 31, 2005. The Company has received the privileges of deduction of corporate income tax rate of 20% of total net profit for 5 accounting periods, starting from April 20, 2004.

28.

29.

Significant Agreement 28.1

On August 25, 2004, the Company entered into a Joint Venture Agreement with Ekca Thai Co., Ltd. and Bewcon Co., Ltd. The objective of which is to construct building and design exhibition.

The investment portion of Ekca Thai Co., Ltd, Pico (Thailand) Public Company Limited and Bewcon Co., Ltd is 4 : 4 : 2. The operating income or loss from the Joint Venture will be transferred to each party at such portion.

28.2

As at October 31, 2008 and 2007, the Joint Venture has pledged a letter of guarantee issued by a bank of Baht 12.3 million for performance guarantee and another letter of guarantee of Baht 24.6 million for cash advance received from customer. Such letters are secured by a transfer of the right to receive money on contract work to the bank. As at October 31, 2008 and 2007, the Joint Venture has pledged bill of exchange of Baht 3.69 million, with the bank.

28.3

On March 3, 2006, the Company entered into a Consortium Agreement with Story! Inc (NZ) Ltd. The objective of the Consortium is to construct building and design exhibition. The responsible portions of the Company and Story! Inc (NZ) Ltd. are 90% and 10% of contract work.

Commitments and Contingent Liabilities 29.1

As at October 31, 2008 and 2007, the Company had capital commitments to pay construction in progress and purchase of computer software in the total amount of approximately Baht 0.28 million and Baht 0.15 million, respectively.

29.2

As at October 31, 2008 and 2007, the Company and a subsidiary had commitments to pay the rental according to agreements in the total amount of approximately Baht 7.44 million and Baht 3.42 million, respectively.

29.3

Since June 2008, the Company has been a defendant in litigation in the Labor Court. The case is still before the court, the Company has not recorded a provision in the financial statements for the year ended October 31, 2008.

PICO (Thailand) Public Company Limited

Annual Report 2008

119

30.

Subsequent Events after Balance Sheet Date On December 12, 2008, the Company’s Board of Directors’ meeting resolved to take action for an interim dividend payment of Baht 0.18 per share for the total eligible shares of 114,999,980 shares totaling Baht 20.7 million to the shareholders whose names were listed in the Company’s register book as at December 29, 2008. The Company will pay such dividend on January 9, 2009.

31.

Approval for Issuing of Financial Statements These financial statements have been approved for issuing by the Company’s Board of Directors on December 12, 2008.

120

Annual Report 2008

PICO (Thailand) Public Company Limited

Pico Group International Network Principal Offices Atlanta

Colombo

Kuala Lumpur

Shanghai

Bahrain

Doha

Kuwait

Shenzhen

Bangkok

Dongguan

London

Singapore

Beijing

Dubai

Los Angeles

Sydney

Brunei

Guangzhou

Macau

Taipei

Cairo

Hanoi

Melbourne

Tokyo

Chicago

Ho Chi Minh City

New Delhi

Chongqing

Hong Kong

Paris

Chengdu

Jiangmen

Seoul

Pico Atlanta, Inc. 5361 Royal Woods Parkway Tucker, GA 30084, USA Tel 1 - 770 - 414 1114 Fax 1 - 770 - 414 1477 usainfo@us.pico.com Contact Person: Mr. Paul Mullen

Pico International (Bahrain) S.P.C. No 1 Manama Centre Government Avenue Manama Town 316 Kingdom of Bahrain Tel 973 – 17 - 218898 Fax 973 – 17 - 226555 picobah@batelco.com.bh Contact Person: Mr. Miswadi Siskandarl

Pico (Thailand) Public Co., Ltd. 10 Soi Lasalle 56 Bangna Sub-district Bangna District Bangkok 10260 Thailand Tel 66 - 2 - 748 7007 Fax 66 - 2 - 748 7589/91 mail@picothai.com Contact Person: Mr. Silchai Kiatpapan

Beijing Pico Exhibition Services Co., Ltd. Pico Centre, 8 Li Shui Qiao Bei Chaoyang District Beijing 102218, China Tel 86 - 10 - 8482 3991 Fax 86 - 10 - 6491 6591 bj.info@cn.pico.com Contact Person: Mr. Dexter Ho / Victor Leung/Lim Chiew Wee

Pico International (B) Sdn Bhd Unit 1, Level 3 Bangunan Dar Takaful IBB Utama Jalan Pemancha, BS 8711 Bandar Seri Begawan Negara Brunei Darussalam Tel 673 - 2236 - 777 Fax 673 - 2232 - 320 peterng@pico.com.bn Contact Person: Mr. Peter Ng

Pico International (Egypt) Limited 18, Al Lowaa Mahmoud Samy Street, 3/F. Nasr City, Cairo, Egypt P.O. Box: 11671, Egypt Tel 20 - 2 – 671 7804 Fax 20 - 2 – 671 7804 taha@picoegypt.com Contact Person: Mr. Taha Youssef

Pico Chicago, Inc. 120 West Center Court Schaumburg IL 60195, USA Tel 1 – 847 – 241 - 1905 Fax 1 – 847 – 740 - 2318 usainfo@us.pico.com Contact Person: Mr. Jim Winski

Chongqing Pico Exhibition Services Co., Ltd. 9-2, Tower B, Times Square Apartment No. 1 Young Road, Yuzhong District Chongqing 400010, China Tel 86 - 23 - 6371 0990 Fax 86 - 23 - 6371 3990 cq.info@cn.pico.com Contact Person: Ms. Tina Pan

Chengdu Pico Exhibition Services Co., Ltd. Room 1703, Tower A Times Plaza, No.2 Zongfu Road Jinjiang District, Chengdu 610016, China Tel 86 - 28 – 8672 7990 Fax 86 - 28 – 8672 3991 cd.info@cn.pico.com Contact Person: Ms. Allen Li

Intertrade Lanka Management (Private) Limited Sri Lanka Exhibition and Convention Centre, 12 D.R. Wijewardena Mawatha, Colombo 10, Sri Lanka Tel 94 - 11 – 234 3239-41 / 234 2903-5 Fax 94 - 11 – 234 3237 shanti@slecc.com Contact Person: Ms. Shanti Outschoorn

Pico International (Qatar) W.L.L. No. 88 ASCO Compound, C-Ring Road, New Salata, P.O. Box 24403, Doha, State of Qatar Tel 974 – 467 7988 Fax 974 – 467 7998 petersng@picodubai.com Contact Person: Mr Peter Sng

Dongguan Pico Exhibition Services Co., Ltd. 1st Road, Reservoir Industrial District Duan Jing Tou, Feng Gang, Dong Guan, Guang Dong Province, China Tel 86 - 769 - 8777 4471 Fax 86 - 769 - 8777 4474 dg.info@cn.pico.com Contact Person: Mr. Chan Nga Man

Pico International (Dubai) L.L.C. Office No. 520, Building 8 5th Floor Dubai Media City P.O. Box 37679 Dubai, United Arab Emirates Tel 971 - 4 - 339 3188 Fax 971 - 4 - 339 4188 dxbinfo@picodubai.com Contact Person: Mr. Peter Sng

Guangzhou Pico Exhibition Services Co., Ltd. Room 701-2, Dongshan Plaza, 69 Xian Lie Road Central, Guangzhou 510095, China Tel 86 - 20 – 8732 2990 Fax 86 - 20 – 8732 2996 gz.info@cn.pico.com Contact Person: Mr. Larry Kwan

Pico Hanoi Limited 2/F., 561 Kim Ma Street, Ba Dinh District, Hanoi, Vietnam Tel 84 - 4 – 7711 389 Fax 84 - 4 – 7711 387 david.yeap@vn.pico.com Contact Person: Mr. David Yeap

Pico Hochiminh City Limited 446 Hoang Van Thu Street, 1st Floor Tan Binh District Ho Chi Minh City Vietnam Tel 84 – 8 – 948 5060 Fax 84 – 8 – 948 5059 steve.lim@vn.pico.com Contact Person: Mr. Steve Lim

Pico International (HK) Limited Pico House, 4 Dai Fu Street, Tai Po Industrial Estate, N.T., Hong Kong, China Tel 852 – 2665 0990 Fax 852 – 2664 2313 hk.info@hk.pico.com Contact Person: Mr. Steven Fang / Ms. Anne Li

Dongguan Pico Exhibition Services Co., Ltd. – Jiangmen Branch Wusha Wudong Industrial Zone Lile JianHaiQu Jiangmen Guangdong, China Tel 86 - 750- 3630221 Fax 86 - 750- 3630221 psw.fty@cn.pico.com Contact Person: Mr. Anthony To

Pico International (M) Sdn Bhd Wisma Pico, 19-20 Jalan Tembaga SD5/2 Bandar Sri Damansara 52200 Kuala Lumpur, Malaysia Tel 60 - 3 – 6275 5990 Fax 60 - 3 – 6275 3233 info@pico.com.my Contact Person: Mr. Peter Teh

Pico International (Kuwait) K.S.C. c/o Kuwait International Fair Ground P.O.Box 656 Safat 13007 Kuwait Tel 965 – 5386907 / 5392459 Fax 965 – 5382894 joseph@picokuwait.com Contact Person: Mr. Joseph Quek

Pico International (UK) Ltd One Victoria Villas Richmond, Surrey TW9 2GW United Kingdom Tel 44 - (0)20 - 8948 6211 Fax 44 - (0)20 - 8948 9141 info@picoeurope.com Contact Person: Mr. Daren Chia

Pico Art Exhibit Inc. 20910 Normandie Ave. Unit #D, Torrance CA 90502, USA Tel 1 - 310 - 328 6990 Fax 1 - 310 – 328 2054 usainfo@us.pico.com Contact Person: Mr. Jolly Chang/Tom Acker

Pico International (Macao) Limited 7/F, Flat D, Av. Da Amizade, No. 918 World Trade Center Building Macau Tel 853 – 2872 7990 Fax 853 – 2872 7902 info@mo.pico.com Contact Person: Mr. John Yung

Pico Australia Pty Limited Level 2, 19-23 Prospect Street Box Hill VIC 3128 Australia Tel 61 – 3 – 9897 3500 Fax 61 - 3 – 9897 3700 anthony.tan@au.pico.com Contact Person: Mr. Anthony Tan

Pico International Exhibition Pvt Limited Pico Bhawan, A-27/15 Khanpur Extension New Delhi 110062, India Tel 91 - 11 –2609 7063-64 / 91 – 11 - 3294 8444-5 Fax 91 - 11 – 2609 4859 edwin.ng@sg.pico.com Contact Person: Mr. Edwin Ng

Pico International (France) Ltd 11 rue de la Barre 92880 Enghien Les Bains, France Tel 33 - 1 – 4649 8000 Fax 33 - 1 – 5683 1373 marc.tronson@picoeurope.com Contact Person: Mr. Marc Tronson

Pico North Asia Limited 4F Sang Won Building 165-11, Samsung-dong Kangnam-ku Seoul 135-090, Korea Tel 82 - 2 – 558 3240 Fax 82 - 2 – 561 3005 hyeon.kim@kr.pico.com Contact Person: Mr Hyeon Kim

Shanghai Pico Exhibition Services Co., Ltd. Pico Building, 118 Chen An Road Malu Town, Jiading District Shanghai 201801, China Tel 86 - 21 – 5910 0990 Fax 86 - 21 – 5910 0900 shainfo@cn.pico.com Contact Person: Ms. Florence Tan

Shenzhen Pico Exhibition Services Co., Ltd. Room 1010 – 1012 Excellence Times Square Building 4068 Yitian Road, Futian District Shenzhen 518048, China Tel 86 - 755 – 8290 0540 Fax 86 - 755 – 8295 1282 sz.info@cn.pico.com Contact Person: Ms. Rita Lui

Pico Art International Pte Ltd Pico Creative Centre 20 Kallang Avenue Singapore 339411 Tel 65 – 6294 0100 Fax 65 – 6291 8516 sg.info@sg.pico.com Contact Person: Ms. Jean Chia

Pico Australia Pty Limited - Sydney Suite 1.08, 46-50 Kent Road Mascot NSW 2020 Australia Tel 61 – 2 – 8338 0866 Fax 61 - 2 – 8338 0855 anthony.tan@au.pico.com Contact Person: Mr. Anthony Tan

Pico International Taiwan Limited 3/F, No. 343, Nanking East Road Section 5, Taipei, Taiwan Tel 886 - 2 - 2753 5990 Fax 886 - 2 - 2766 6900 info@tw.pico.com Contact Person: Ms. Florence Tan/ Ms. Anna Hsiao

Pico International Limited Iwasei Nihombashi Bldg. 6F 6-5 Nihombashi Odenmacho Chuo-ku, Tokyo 103-0011, Japan Tel 81 - 3 – 3808 0891 Fax 81 - 3 – 3808 0897 info@jp.pico.com Contact Person: Mr. Tsunemichi Yui

your

STRATEGIC PARTNER

Pico (Thailand) Public Company Limited.

10 Soi Lasalle 56, Sukhumvit Road, Bangna, Bangna, Bangkok 10260, Thailand Tel : (66-2) 748-7007 Fax : (66-2) 745-8521 ,745-8522 www.picothai.com

Annual Report 2008 Pico (Thailand) Public Company Limited.