PPS: Annual Report 2013 by Piyanat Kimhamanon

PROJECT PLANNING SERVICE PCL.

บริษัท โปรเจค แพลนนิ่ง เซอร์วิส จ�ำกัด (มหาชน)

Vision, Mission, Values and Strategies 2 Highlights in 2013 and the past 3 years 3 Message from the Chairman of the Board of Directors 4 Message from the Managing Director 5 Board of Directors 6 Executive Committee 11 Organization Chart 20 Nature of Businesses 22 Summary of the Company’s Performance in 2013 and Targets for 2014 27 Revenue Structure 39 Risk Factors and Risk Management 40 Marketing and Competition 43 Major Shareholders 46 Company Structure of Project Planning Service PLC (PPS) 46 Board of Directors and Executive Committee 47 Audit Committee 49 Nomination and Remuneration Committee 51 Executive Committee 52 Risk Management Committee 53 Management Structure 54 Various Committees in 2013 55 Summary Table of the General Approval Authority 56 Nomination of the Board of Directors and the Executives 57 Meeting Attendance of Various Committee Members (Number of Times) 61 Compensations of the Board of Directors and the Comparison of compensations between various committees between 2012 and 2013. 63 Report on shareholding of the Company’s Board of Directors 65 Report on the Compliance with Principles of Good Corporate Governance 66 CSR Activities in 2013 77 Anti-Corruption Policy 79 Ethical Code and Regulations of Project Planning Service Plc. 81 Securities of the company 83 Investment 83 Dividend Payment Policy & Dividend Payment in 2011-2013 84 Internal Data Control 85 Personnel 86 Management and Development of Human Resources 87

สารบัญ

Table of Contents Internal Audit Structure of Subsidiaries and Joint-Venture Related transactions Legal Dispute Obligation for Issuing shares in the future Information Concerning bonds or bills Management Responsibility for the Financial Statements Report of the Audit Committee Report of the Nomination and Remuneration Committee Report of the Risk Management Committee Independent Auditor’s Report Financial Statements Notes to the Financial Statements 3-year comparative financial statistics Audit Fee Management Discussion and Analysis General Information of the Company and other Referenced Persons Contents Summary According to Form 56-2 in 2013 Annual Report

88 89 90 92 92 92 93 94 95 96 97 98 105 132 137 138 145 148

Vision, Mission, Values and Strategies Vision

To become the leader in the business of project management, design, and other related businesses.

Mr.Prasong Tharachai Chairman of the Board of Directors

Mission

• • • • •

Work transparently with the knowledge and capabilities to deliver successes to clients. Become the center of professionals and aim to continuously develop the human resources that work together with comfort and happiness. Manage professionally with international standards and good governance. Regularly develop the Company’s business processes. Contribute the knowledge back to society for the sustainable development of the society.

PPS Values

“PPS” work as a team. “PPS” works for the benefits of all stakeholders. “PPS” works with integrity and professional ethics. “PPS” is thus the Company you can trust.

The Company’s Strategies

• • •

Prepare the team for infrastructures projects, industrial projects and government projects. Develop the team to be able to expand the scope of services and also expand to the opportunity in the ASEAN Economics Community Improve the overall business operations to achieve better standard. Be able to inspect, backup, search, and analyzes the business operations at any time. Apply the information technology to gain the competitive advantage over the competitors.

ANNUAL REPORT 2013

Highlights in 2013 and the past 3 years

1. 2. 3. 4. 5. 6. 7. 8. 9.

Offering comprehensive ranges of project consultancy service. Conducting business for a long period of time with more than 27 years -experience. Gained trust from our existing customers. Had a strong financial position. Had a registered capital of 100 million baht which is the highest registered capital in the same industry and the company is one of a kind that has been listed in the Stock Exchange of Thailand. Service quality guarantee with ISO standards . Had strong relationship with partners and had growth opportunity in similar business. Had grown and expanded investment in public and private sector. Adopted technology in developing the industry.

Offering comprehensive ranges of project consultancy service.

Conducting business for a long period of time with more than 20 years experience.

Gained trust from our existing customers.

Had a strong financial position.

Had a registered capital of 100 million baht which is the highest registered capital in the same industry

Service quality guarantee with ISO standards .

Had strong relationship with partners and had growth opportunity in similar business.

Had grown and expanded investment in public and private sector.

Adopted technology in developing the industry.

ANNUAL REPORT 2013

Message from the Chairman of the Board of Directors The year 2013 that has just passed is another year that proves the professionalism of entrepreneurs as there were many factors that have had an impact of constraining the country’s economic growth from reaching the targets set at the beginning of the year. The economic growth rate has been revised down by the assessment of governmental agency from time to time. The latest figure shows that the country’s economic growth was at the level of merely 3 percent. The main factors include external and internal factors. The former was due to the global economy that was still in recession and the latter was due to the government expenditure not going according to the plan. Also, private spending slowed down due to political instability in the last quarter of the year. Nevertheless, the overall picture of the construction industry is that it has continued to grow. The main drive has been from the private sector. Project Planning Service PLC has tried to firmly maintain the market share of our businesses. At the same time, the Company has attempted to expand the businesses both the production and services and both the pre-construction and post-construction businesses. These attempts are reflected in the two subsidiary companies namely PPS Design Company Limited (PPSD), providing engineering design services and PPS Information Consultant Company Limited (PIC), providing contents and media. Moreover, there are two joint-venture companies namely Swan & Maclaren (Thailand) Company Limited, providing services in architecture and interior design and Builk Asia Company Limited, providing construction management software. All of these enterprises will strengthen the Company and reduce the business risks significantly. The Company has gradually expanded the businesses to the ASEAN region. As of today, the Company has had projects in Lao People’s Democratic Republic and the Republic of the Union of Myanmar. These are in correspond to the move towards ASEAN Economic Community in 2015. The Company sees this as a good opportunity to use its expertise, experience, knowledge and ability to manage important construction projects in the region. The Company has emphasised and adhered to the anti-corruption stance since the founding of the Company. Corruption is regarded as an important factor that leads to a weak society with its negative and widespread effects on the overall growth of the country. Thus, the Company has participated in the Thai private sector’s front against corruption on 9 November 2013. The Company has also announced its anti-corruption policy openly to express a clear stance on the issue. The Company has also shared knowledge and expertise of its personnel through lectures and talks at leading academic institutions throughout the country and abroad for instance, Chulalongkorn University, King Mongkut’s Institute of Technology, Ramkhamhaeng University, Mahidol University and Kasetsart University. Some of the Company’s directors and executives have been advisors and board members both in the Council of Engineers and the Engineering Institute of Thailand under His Majesty the King’s Patronage. The Company has also published books on Ideas of managing project constructions.

ANNUAL REPORT 2013

The revenues have been donated to the Foundation for the Welfare of Schoolchildren under Her Majesty the Queen’s Patronage. The Company has also donated sums to the Thai Red Cross and various other foundations for the benefits of the needy and the deprived. A lot of other activities for society have been conducted and participated by the Company. These contribute to the Company’s aim of helping others in society and fostering the awareness of living in society together with happiness. Such activities include the participation in the Standard Chartered Bangkok Marathon 2013 which was considered the biggest charity running event in Thailand. The Company also participated and joined the campaign against corruption “Walk, Run, Bike Against Corruption”, the event organised by the Anti-Corruption Organisation of Thailand and the Thai Listed Companies Association. The Company is confident that 2014 will be another year that the Company will continue to have good performance and more products both in the form of the expansion of businesses according to the plans made by the Company, joint-venture companies and subsidiary companies and in the aspect of space which will continue to spread to cover domestic and ASEAN markets. The Company and our team are ready to move towards a bright future ahead, with great confidence.

Mr.Prasong Tharachai Chairman of the Board of Directors

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Message from the Managing Director

สารจากกรรมการผู้จัดการ Despite economic fluctuations at the international level causing ripple effects to Thailand and Thailand’s own political complications at the end of the year, the overall growth of the Company has been according to the target set. This has resulted in the total revenues of the Company in 2013 reaching 293.79 million baht. This is 9.54 percent higher than that of 2012 with the revenue of 260.20 million baht. Thus the net profit has risen to 4.06 million baht which is 26.63 percent higher than that of 2012 with the net profit of 15.26 million baht. This success has come from the trust of partnered clients who have confidence in the quality of services of the Company for instance retail businesses including Tesco Lotus and Central Pattana Public Company Limited. These entrepreneurs have expanded continually and have continued to use the Company’s project construction management services both for projects in Bangkok and other provinces. This group of clients also includes real estate companies such as Property Perfect and Asian Property. Government clients also form a market that the Company tries to increase the market share to diversify business risks. The Company is also proud to be the first Company in this business to be able to raise fund and register in the MAI stock exchange. This acts as the key to the expansion of the market to the ASEAN region and other regions around the world. The Company has obtained a contract for the first project in the Lao People’s Democratic Republic. Although this is not a big project, it still reflects a way forward for the Company. The Company has also participated in a tender in the Republic of the Union of Myanmar as well as obtained a design work in Uganda. This is the first step for having work projects from abroad. These are our proud successes. With regards to the expansion of the business into other related businesses through joint-venture Company and subsidiary companies, PPS has planned it systematically. However, all companies that PPS has invested are still in the first phase of their operations. Hence the performances of

companies in the PPS group have not grown in a significant degree in the last year. The total revenues of all companies in the group are 5.42 million baht. When compared with the revenues in 2012 of 4.24 million baht, the increase has been 27.96 percent. Yet this represents a starting point for sustainable revenues in the near future. The expansion of the work into information technology through Builk Asia Company Limited is another proud endeavour of the Company in moving to a new market. The Company aims to present modern and up-to-date construction applications so those who are in the construction industry will be able to use the application made by the Company on their smartphones to report issues, to consult and resolve construction problems quickly. This is an invention that will definitely increase the revenue of the Company in the future. 2014 is another year full of challenges. Even though there have been good signs in the global and regional economies, at the national level, Thai political situation still needs to be followed and monitored closely. Some construction projects which are the source of revenue for the Company are directly affected especially projects owned by the government while private projects may be less affected. Nonetheless, the psychological impact of the political situations may impede the decision by the private sector to expand the work. With clear vision of the Company, strong business partners and plans to expand the businesses in the form of diverse types of work and to other areas in ASEAN, the Company is confident that the performance of the Company in 2014 will be according to the target set; the total revenues of the group must not be less than 300 million baht and the Company is to obtain at least one more project from areas within ASEAN and to obtain more projects in the industrial group. In terms of the target for subsidiary companies in the group; PPS Design Company Limited is to receive revenues of not less than 15 million baht; PPS Information Consultant Company Limited is to receive revenues from businesses outside the network of not less than 3 million baht and Swan & Maclaren (Thailand) Company Limited is to receive revenues of not less than 10 million baht. On behalf of the Company’s Executives, I would like to thank all clients, shareholders, business partners and the Company’s employees who have been understanding and supporting the Company. I would like to reaffirm you that the Company is to conduct businesses by adhering to the principle of sustainability and transparency. The Company is accountable and is committed to develop and maintain the standards of the Company at all times corresponding to the Company’s resolution; “Trustworthy Project Manager” ” Mr.Tat Thongpakdi Managing Director

ANNUAL REPORT 2013

Board of Directors

Mr. Prasong Tharachai

Chairman of the Board of Directors and Chairman of the Executive Committee

Mr. Tat Thongpakdi

Board of Director, Executive Committee, and Managing Director

Board of Director, Executive Committee, and Deputy Managing Director

Mrs.Vipavee Boonyaprasit

ANNUAL REPORT 2013

Board of Director and Vice Chairman of the Executive Committee

Dr. Phongthon Tharachai

Independent Director and Audit Committee Chairman of the Nomination and Remuneration Committee

Mr. Somphant Hongchintakul

Pol. Lt. Gen. Dr. Nukool Jeamanukoolkit

Independent Director and Chairman of the Audit Committee

Mr. Kachen Benjakul

Independent Director and Audit Committee , Director of the Nomination and Remuneration Committee

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Mr. Prasong Tharachai

Mr. Somphant Hongchintakul

Position in the Company

Age: 68 years

Age: 69 years Academic Degree

Chairman of the Board of Directors and Chairman of the Executive Committee

Board of Director and Vice Chairman of the Executive Committee

Academic Degree

• Ph.D. Honorary Doctorate of Engineering, Faculty of Engineering, Ramkhamhaeng University • Master Degree, Master of Engineering, Asian Institute of Technology (AIT) • Bachelor Degree, Bachelor of Engineering, Major in Civil Engineering, Faculty of Engineering, Chulalongkorn University

Work Experience

• Director Accreditation Program (DAP) Batch 91/2011Thai Institute of Director • • • • • • • • • •

2011 - Present 2008 - 2010 2004 - 2006 1987 - Present 2003 - 2004 1987 - Present 1976 - 1987 1973 - 1976 1971 - 1973 1968 - 1969

Vice President of Council of Engineer President of The Engineering Institute of Thailand Under H.M. The King’s Patronage Secretary of Council of Engineer Chairman of Project Planning Service Public Company Limited Secretary of The Engineering Institute of Thailand Under H.M. The King’s Patronage Chairman of PPS Design Company Limited Vice President of Southeast Asia Technology Company Limited Project Manager of Pramuan Pattanakan Company Limited Project Manager of Wattana Engineering Consultants Company Limited Field Engineer of Pramuan Pattanakan Company Limited

Directorships in the Company

• June 2nd, 2012 – April 17th, 2013 Chairman Project Planning Service Public Company Limited • April 17th, 2013 – Present Chairman Project Planning Service Public Company Limited (Second Tenure)

• • • • • •

2012 – Present 2012 - 2013 1987 - 2012 1987 - Present 1976 - 1987 1971 – 1976

Board of Directors and Vice Chairman of the Executive Committee, Project Planning Service Public Company Limited Managing Director, Project Planning Service Public Company Limited Managing Director, Project Planning Service Company Limited Director, PPS Design Company Limited Project Manager, Wanchai Construction Partnership Standards and Material Supervisor, Research And Development Division, Metropolitan Waterworks Authority

Directorships in the Company

• June 2nd, 2012 – April 17th, 2013 Board of Directors Project Planning Service Public Company Limited • April 17th, 2013 – Present Board of Directors Project Planning Service Public Company Limited ( Second Tenure)

Directorships in other listed company - None -

Directorships in other company • 1987 - Present

Director PPS Design Company Limited

Other Current Positions - None -

Number of year tenure as director: 27 years Criminal history for the past 10 years

Directorships in other listed company - None -

- None -

Directorships in other company • 1987 – Present

Training

• Director Accreditation Program (DAP) รุ่นที่ 91/2554 Thai Institute of Director

Training

Work Experience

• Master Degree, Master of Civil Engineering, University of Louisville, Kentucky, USA • Bachelor Degree, Bachelor of Engineering, Major in Civil Engineering, Faculty of Engineering, Chulalongkorn University

Chairman PPS Design Company Limited

Other Current Positions • • •

2011 – Present Vice President of Council of Engineer 2010 – Present Consultant of The Engineering Institute of Thailand Under H.M. The King’s Patronage 1997 – Present Consultant of Thai Electrical & Mechanical Contractors Association Under H.M. The King’s Patronage

Number of year tenure as director: 27 years Criminal history for the past 10 years - None -

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Mr. Tat Thongpakdi Position in the Company

Board of Director, Executive Committee, and Managing Director

Age: 50 years Academic Degree • •

Master of Engineering Administration, Major in Construction Management, George Washington University, Washington DC, USA Bachelor of Engineering, Major in Civil Engineering, Faculty of Engineering, Chulalongkorn University

Training

• Director Accreditation Program (DAP) Batch 100/2013 Thai Institute of Directore

Work Experience

• • • • • • • •

2013 - Present 2013 - Present 2012 - Present 1998 - 2011 1988 - 2012 1988 - 1998 1986 - 1987 1984 - 1985

Board of Director, Project Planning Service Public Company Limited Managing Director, Project Planning Service Public Company Limited Executive Committee, Project Planning Service Public Company Limited Project Director, Project Planning Service Company Limited Deputy Managing Director, Project Planning Service Company Limited Project Manager, Project Planning Service Company Limited Assistant Project Manager, David Allen Company, Washington D.C., USA Cost Engineer, Thai Konoike Construction Company Limited

Dr. Phongthon Tharachai Position in the Company Board of Director, Executive Committee, and Deputy Managing Director Age: 38 years Academic Degree • • • •

Ph.D. Doctor of Engineering (Civil) Kyoto University, Japan Master Degree, Master of Science (Civil Engineering) University of Illinois at Urbaba-Champaign, USA Bachelor Degree, Bachelor of Laws (Honors), Chulalongkorn University Bachelor Degree, Bachelor of Engineering, Major in Civil Engineering, Faculty of Engineering, Chulalongkorn University

Training • • •

Future Entrepreneurs Forum (FEF) Class 1 Director Accreditation Program (DAP) Batch 91/2011 Thai Institute of Directors Executive Development Program (EDP) Batch 5/2010 Thai Listed Company Association (TLCA)

Work Experience

Other Current Positions

• • • • • • • • • • • •

Number of year tenure as director: 1 year Criminal history for the past 10 years

• June 2nd, 2012 – Present

Directorships in the Company

• April 17th, 2013 – Present Board of Director, Project Planning Service Public Company Limited

Directorships in other listed company - ไม่มี -

Directorships in other company - None - None -

- None -

2013 - Present 2013 - Present 2013 - Present 2011 - Present 2011 - Present 2011 - 2013 2010 - Present 2004 - 2011 2003 - Present 2003 - 2011 1998 - 2000 1997

Deputy Managing Director Managing Director, PPS Information Consultant Company Limited Chairman of the Executive Committee, Swan & Maclaren (Thailand) Company Limited Board of Director, Project Planning Service Public Company Limited Executive Committee, Project Planning Service Public Company Limited Assistant Managing Director of Finance and Administration Department, Project Planning Service Public Company Limited Director, Ahead Advisory Company Limited Director, Romano Gatland (Aisa-Pacific) Company Limted Director, Phongtheerathon Company Limited Project Manager, Project Planning Service Company Limited Civil Engineer, Project Planning Service Company Limited Civil Engineer (Designing), Siam Innovation Engineering Consultant Company Limited

Directorships in the Company

Board of Director, Executive Committee, and Deputy Managing Director Project Planning Service Public Company Limited

Directorships in other listed company - Not Available - Directorships in other company • 2003 – Present • 2013 – Present • 2010 - Present

Other Current Positions • 2014 – 2016

Director, Phongtheerathon Company Limited Director, PPS Information Consultant Company Limited Director, Ahead Advisory Company Limited

Steering Committee / Public Relations and Spokesperson The Engineering Institute of Thailand Under H.M. The King’s Patronage

Number of year tenure as director: 2 years Criminal history for the past 10 years - None -

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Pol. Lt. Gen. Dr. Nukool Jeamanukoolkit Position in the Company

Independent Director and Chairman of the Audit Committee

Age: 68 years Academic Degree

• Bachelor Degree of Medicine, Siriraj Hospital, Mahidol University • Management, Institute of Police Administration, Class 14

Training

• Director Accreditation Program (DAP) Batch 94/2012

Work Experience

• • • •

2014 - Present 2012 - Present 2011 - 2013 2008 - 2013

Co-director of the Heart Center and Director of the Ayurvedic center,Chaophya Hospital Public Company Limited Independent Director Chairman of the Audit Committee Project Planning Service Public Company Limited Director of Hospital, Chaophya Hospital Public Company Limited Director of Personnel/Administration, Research and Academic Affairs, Chaophya Hospital Public Company Limited

Directorships in the Company • June 2nd, 2012 – Present

Independent Director Project Planning Service Public Company Limited

Mrs. Vipavee Boonyaprasit Position in the Company

• Independent Director and Audit Committee • Chairman of the Nomination and Remuneration Committee

Age: 61 years Academic Degree • •

Bachelor Degree, Bachelor of Accountancy, Faculty of Commerce and Accountancy, Chulalongkorn University Bachelor Degree, Bachelor of Business Administration, Major in General Management, Sukhothai Thammathirat Open University

Training

• Director Accreditation Program (DAP) Batch 91/2011 Thai Institute of Directors • Role of the Compensation Committee 17/2013

Work Experience • • • • •

2013 - Present 2012 – Present 1998 - 2010 1986 - 1998 1975 - 1985

Chairman of the Nomination and Remuneration Committee, Project Planning Service Public Company Limited Independent Director and Audit Committee, Project Planning Service Public Company Limited Audit Partner, Deloilte Touche Tohmastsu Jaiyos Audit Company Limited Vice President, Provident Fund, Dhana Siam Finance Public Company Limited Audit Manager, Jaiyos Advisory Company Limited

Directorships in the Company

• June 2nd, 2012 - Present Director Project Planning Service Public Company Limited

Directorships in other listed company - None Directorships in other company

Directorships in other listed company - None - Directorships in other company

Other Current Positions

- None • • •

2014 2014 2014

Advisory Committee Thai Atherosclerosis Society Central Committee Thai Hypertension Society President of The Heart Foundation of Thailand Police General Hospital

Number of year tenure as director: 2 years Criminal history for the past 10 years - None -

- None –

• 2012 - Present

Committee Member (Committee of Draft Regulation) Federation of Accounting Professions under H.M. The King’s Patronage

Number of year tenure as director: 2 years Criminal history for the past 10 years - None -

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Mr. Kachen Benjakul Position in the Company

Independent Director and Audit Committee , Director of the Nomination and Remuneration Committee

Age: 37 years Academic Degree • •

Bachelor of Engineering, Major in Industrial Engineering, Faculty of Engineering, Chulalongkorn University Master of Liberal Arts, Major in Economics and Finance, Faculty of Economics, Chulalongkorn University

Training

• Director Accreditation Program (DAP) Batch 56/2006 Thai Institute of Directors

Work Experience • • • • •

2013 - Present 2012 - Present 2009 - Present 2008 - Present 2005 - Present

Director of the Nomination and Remuneration Committee Project Planning Service Public Company Limited Independent Director and Audit Committee, Project Planning Service Public Company Limited Audit Committee, Se-Education Public Company Limited Human Resources Advisor, Plearn Patt Company Limited Independent Director, Se-Education Public Company Limited

Directorships in the Company

• พ.ศ. 2555 - ปัจจุบัน

กรรมการอิสระ บริษัท โปรเจค แพลนนิ่ง เซอร์วิส จ�ำกัด (มหาชน)

Directorships in other company • 2009 - Present • 2005 - Present

Audit Committee, Se-Education Public Company Limited Independent Director, Se-Education Public Company Limited

Directorships in other company - None -

Other Current Positions

• • 2008 - Present Human Resources Advisor, Plearn Patt Company Limited

Number of year tenure as director: 2 years Criminal history for the past 10 years - None -

ANNUAL REPORT 2013

Executive Committee

Mr. Prasong Tharachai

Chairman of the Board of Directors and Chairman of the Executive Committee

Mr. Somphant Hongchintakul Board of Director and Vice Chairman of the Executive Committee

Mr. Tat Thongpakdi

Dr. Phongthon Tharachai

Dr. Theerathon Tharachai

Mr. Somchai Vongsvangrasme

Mr. Wanchai Ruangsup-anek

Mr. Voradaj Piemsuwan

Board of Director, Executive Committee, and Managing Director

Executive Committee and Assistant Managing Director of Projects Department

Board of Director, Executive Committee, and Deputy Managing Director

Executive Committee

Mr. Nopparat Narin

Executive Committee and Assistant Managing Director of Business Development Department

Executive Committee and Assistant Managing Director of Finance and Administration Department

Executive Committee and Company Secretary

Mrs. Voraporn Chaowna

Director of Accounting Department, Director of the Nomination and Remuneration Committee Secretary to the Director of the Nomination and Remuneration Committee

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

SENIOR DIRECTORS AND SENIOR MANAGEMENT Left to Right

Mr. Prasong Tharachai and Mr. Somphant Hongchintakul

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Mr. Somphant Hongchintakul

Mr. Prasong Tharachai Position in the Company

Position in the Company

Age: 68 years

Age: 69 years Academic Degree

Board of Director and Vice Chairman of the Executive Committee

Chairman of the Board of Directors and Chairman of the Executive Committee

Academic Degree

Work Experience

• Director Accreditation Program (DAP) Batch 91/2011Thai Institute of Director • • • • • • • • • •

2011 - Present 2008 - 2010 2004 - 2006 1987 - Present 2003 - 2004 1987 - Present 1976 - 1987 1973 - 1976 1971 - 1973 1968 - 1969

Directorships in the Company

• • • • • •

2012 – Present 2012 - 2013 1987 - 2012 1987 - Present 1976 - 1987 1971 – 1976

Directorships in the Company

Directorships in other listed company - None -

Directorships in other company • 1987 - Present

Director PPS Design Company Limited

Other Current Positions - None -

Number of year tenure as director: 27 years Criminal history for the past 10 years

Directorships in other listed company - None -

- None -

Directorships in other company • 1987 – Present

Training

• Director Accreditation Program (DAP) รุ่นที่ 91/2554 Thai Institute of Director

Training

Work Experience

Chairman PPS Design Company Limited

Other Current Positions • • •

Number of year tenure as director: 27 years Criminal history for the past 10 years - None -

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

SENIOR DIRECTORS AND SENIOR MANAGEMENT Left to Right

Dr. Phongthon Tharachai Mr. Tat Thongpakdi Dr. Theerathon Tharachai

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Mr. Tat Thongpakdi

Position in the Company

Board of Director, Executive Committee, and Managing Director

Age: 50 years Academic Degree • •

Training

• Director Accreditation Program (DAP) Batch 100/2013 Thai Institute of Directore

Work Experience

• • • • • • • •

2013 - Present 2013 - Present 2012 - Present 1998 - 2011 1988 - 2012 1988 - 1998 1986 - 1987 1984 - 1985

Directorships in the Company

• April 17th, 2013 – Present Board of Director, Project Planning Service Public Company Limited

Directorships in other listed company - ไม่มี -

- None -

Other Current Positions Number of year tenure as director: 1 year Criminal history for the past 10 years - None -

Dr. Phongthon Tharachai Position in the Company Board of Director, Executive Committee, and Deputy Managing Director Age: 38 years Academic Degree

Training

Work Experience • • • • • • • • • • • •

2013 - Present 2013 - Present 2013 - Present 2011 - Present 2011 - Present 2011 - 2013 2010 - Present 2004 - 2011 2003 - Present 2003 - 2011 1998 - 2000 1997

Other Current Positions • 2014 – 2016

Directorships in the Company • June 2nd, 2012 – Present

Director, Phongtheerathon Company Limited Director, PPS Information Consultant Company Limited Director, Ahead Advisory Company Limited

Steering Committee / Public Relations and Spokesperson The Engineering Institute of Thailand Under H.M. The King’s Patronage

Number of year tenure as director: 2 years Criminal history for the past 10 years - None -

Dr. Theerathon Tharachai

Position in the Company Executive Committee and Assistant Managing Director of Finance and Administration Department Age: 37 years Academic Degree • • • •

Ph.D. in Civil Engineer/Construction Management / University of Michigan M.S.E. in Construction Engineer and Management / University of Michigan Executive MBA / Sasin of Chulalongkorn University Bachelor of Engineering, Major in Civil Engineering, Faculty of Engineering, Chulalongkorn University

Training

Director Certification Program (DCP) Class 101/2551 Thai Institute of Directors Director Accreditation Program (DAP) Class 68/2551 Thai Institute of Directors Executive Development Program (EDP) Class 4/2552 Thai Listed Company Association (TLCA)

Work Experience

- None -

• • •

• 2003 – Present • 2013 – Present • 2010 - Present

• • •

Directorships in other company

• • • •

Directorships in other listed company - Not Available - Directorships in other company

• • • • • •

2013 – Present 2012 – Present 2010 - Present 2007 – Present 2005 - 2013 1997 - 1998

Assistant Managing Director of Finance and Administration Department Project Planning Service Public Company Limited Executive Committee, Project Planning Service Public Company Limited Director, Ahead Advisory Company Limited Independent Director and Audit Committee Member, Builder Smart Public Company Limited Director, Property Perfect Public Company Limited Civil Engineer, Thai Obayashi Corporation Limited

Directorships in the Company - None -

Directorships in other listed company • 2007 – Present • 2005 - 2013

Independent Director and Audit Committee Member Builder Smart Public Company Limited Director Property Perfect Public Company Limited

Directorships in other company • 2010 - Present

Director, Ahead Advisory Company Limited

Other Current Positions - None -

Number of year tenure as director - None -

Criminal history for the past 10 years - None -

Board of Director, Executive Committee, and Deputy Managing Director Project Planning Service Public Company Limited

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Mr. Somchai Vongsvangrasme

Position in the Company Age: 60 years Academic Degree Training

Training

Executive Committee and Assistant Managing Director of Projects Department

• Bachelor of Engineering, Major in Electrical Engineering, Faculty of Engineering, King Mongkut's Institute of Technology Ladkrabang - None -

Work Experience • • • • • •

2012 - Present 2012 - Present 1990 - Present 1990 - 2013 1988 - 2012

Executive Committee, Project Planning Service Public Company Limited Assistant of Managing Director of Projects Department, Project Planning Service Public Company Limited Director, PPS Design Company Limited Managing Director, PPS Design Company Limited Project Director, Project Planning Service Public Company Limited

- None -

Directorships in other listed company - None -

Directorships in other company • 1988 - Present

• Bachelor of Engineering, Major in Civil Engineering, University of Northern Philippines, The Philippines - None -

Directorships in the Company

Director PPS Design Company Limited

Other Current Positions - None -

Number of year tenure as director - None -

Criminal history for the past 10 years - None -

Mr. Wanchai Ruangsup-anek

Position in the Company Executive Committee Age: 49 years Academic Degree

ANNUAL REPORT 2013

Work Experience • •

2012 - Present 1992 - Present

Executive Committee, Project Planning Service Public Company Limited Project Director, Project Planning Service Public Company Limited

Directorships in the Company - None Directorships in other listed company - None Directorships in other company - None Other Current Positions - None Number of year tenure as director - None Criminal history for the past 10 years - None -

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Mr. Voradaj Piemsuwan

Position in the Company

Executive Committee and Company Secretary

Age: 54 years Academic Degree

• Bachelor of Engineering, Major in Electrical Engineering, King Mongkut's Institute of Technology Ladkrabang • Master of Business Administration, MBA, National Institute of Development Administration

Training

• Company Secretary Program Class 42/2011 • Workshop on Guidelines for Preparation of Good Corporate Governance Report, for Listed Companies in Year 2013

Work Experience

• • • • • •

2013 – Present 2012 – Present 2012 – Present 1990 – 2012 1984 – 1990 1983 – 1984

Executive Committee, Project Planning Service Public Company Limited Company Secretary, Project Planning Service Public Company Limited Project Director, Project Planning Service Public Company Limited Project Director, Project Planning Service Company Limited Electrical engineer, Southeast Asia Technology Company Limited Electrical engineer, Sirikit Electri Limited Partnership

Mr. Nopparat Narin

Position in the Company

Executive Committee and Assistant Managing Director of Business Development Department

Age: 47 years Academic Degree • • •

Bachelor of Engineering (Honors), Major in Civil Engineering, Faculty of Engineering, King Mongkut’s Institute of Technology Master of Engineering, Major in Civil Engineering, Faculty of Engineering, King Mongkut’s Institute of Technology Master of Business Administration, MBA (Finance), Ramkhamhaeng University

Training

• Mini Master in HR Management, Faculty of Economics, Chulalongkorn University

Work Experience

• • •

2012 - Present 2012 - Present 2010 - Present

Directorships in the Company - None -

Directorships in other listed company

- None -

Directorships in other company

- None -

Other Current Positions

- None -

Number of year tenure as director

- None -

Criminal history for the past 10 years

- None -

- None - None -

- None – - None -

Executive Committee, Project Planning Service Public Company Limited Assistant Managing Director of Business Development Department, Project Planning Service Public Company Limited Project Manager/Project Director/Project Advisor, Project Planning Service Public Company Limited

Directorships in other company Other Current Positions Number of year tenure as director Criminal history for the past 10 years

- None -

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Mrs. Voraporn Chaowna

Position in the Company

Director of Accounting Department, Director of the Nomination and Remuneration Committee , Secretary to the Director of the Nomination and Remuneration Committee

Age: 46 years Academic Degree • •

Bachelor of Accounting, Department of Accounting. Faculty of Business Administration, Ramkhamhaeng University Audit Certificate Program, Faculty of Commerce and Accountancy, Thammasat University

Training - None Work Experience • 2011 - Present • 1992 - 2011

Director of Accounting Department, Project Planning Service Public Company Limited Partner, DIA International Auditing Company Limited

Directorships in the Company - None -

Directorships in other listed company - None -

Directorships in other company - None -

Other Current Positions - None -

Number of year tenure as director - None -

Criminal history for the past 10 years - None -

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Board of Directors

Executive Committee

Managing Director Mr.Tat Thongpakdi

Vice Managing Director Dr.Phongthon Tharachai

Vice Managing Director (Project) Mr.Somchai Vongsvangrasme

Board of Directors 1. 2. 3. 4. 5. 6. 7.

Mr.Prasong Tharachai Chairman Mr.Somphant Hongchintakul Vice Chairman Mr.Tat Thongpakdi Director Dr.Phongthon Tharachai Director Pol.Lt.Gen.Dr.Nukool Jeamanukoolkit Independent Director Mr.Kachen Benjakul Independent Director Mrs.Vipavee Boonyaprasit Independent Director

Project Director

Executive Committee 1. 2. 3. 4. 5. 6. 7. 8. 9.

Mr.Prasong Tharachai Mr,Somphant Hongchintakul Mr.Tat Thongpakdi Dr.Phongthon Tharachai Dr.Theerathon Tharachai Mr.Somchai Vongsvangrasme Mr.Nopparat Narin Mr.Wanchai Ruangsup-anek Mr.Voradaj Piemsuwan

ANNUAL REPORT 2013

Project Director Chairman of the Executive Board Vice Chairman of the Executive Board Executive Board Member Executive Board Member Executive Board Member Executive Board Member Executive Board Member Executive Board Member Executive Board Member

Project Director

Director ผู้อProject �ำนวยการโครงการ…

Organization Chart Project Planning Service PLC

Audit Committee

Risk Management

Internal Audit Department

Risk Management Department

Vice Managing Director (Business Development) Mr.Nopparat Narin

Vice Managing Director (Finance & Accounting) Dr.Theerathon Tharachai

Division Design Director Dr.Songphon Charuwisit

Finance Director Miss Ratchanee Sinborisut

New Business Director

Accounting Director Miss Voraporn Chaona

Knowledge Management and Training Director

Human Resources Director and Human Resources Development Mr.Sookchirat Kaewpanpruek

Procurement Director Mr.Uthai Siriwiwat

ANNUAL REPORT 2013

Nature of Businesses Established in 1987 by Mr.Prasong Tharachai and Mr.Somphant Hongchintakul, Project Planning Service PLC (PPS) was the first engineering consulting company with the certification of quality standard ISO 9002 from the Engineering Institute of Thailand under His Majesty the King’s Patronage and EAQA (Environmental Accredited Quality Assessment) Institute in the UK since March 1999. From January 2005 to present, the company has been improving and developing the quality system until being certified with the quality standard ISO 9001:2000 from BVQI. Currently, the Company has been offering a numerous of services in management and construction supervision of construction works such as building and Infrastructure, structural & architectural works, civil works, utilities system (electrical and communication systems, mechanical systems, sanitary system and fire protection system), landscape, interior decoration including particular projects that need conversant skill for both private and public sectors. To reach clients expectation and gain trustworthiness, the company has applied ISO system to all projects and assigns the trained employee to perform internal audit along with the follow-up of BVQI for every six months. With over 27 years of management and construction supervision of construction experienced, the company has executed more than 200 domestic and cross-border projects for both private and public sectors as below:

Public Sector Projects • • • • • • • • • • •

The Second Stage Expressway Water-Pipeline Project of the Metropolitan Waterworks Authority Sirindhorn Hospital, Bangkok Mass Rapid Transit Authority of Thailand (Underground Transportation Project) Second Bangkok International Airport - Suvarnabhumi Airport Communication Authority of Thailand (CAT) Building The Bank of Thailand New Headquarters Building Sirat-Outer Ring Road Expressway MRTA : Blue Line Extension Project King Chulalongkorn Memorial Hospital, Thai Red Cross Society Supreme Court of Thailand Building

Private Sector Projects

• • • • • • • • • • • • • • • • • •

Grand Hyatt Erawan Hotel Baiyoke Tower 2 Headquarters of Bank of Ayudhya Public Company Limited Information Center of Krungthai Bank Public Company Limited Information Center of Bangkok Bank Public Company Limited Thana City Project Jewelry Trade Center Gaysorn Plaza World Trade Center Central World Centara Grand Hotel Hongsa Mine-Mouth Power Project (Lao People’s Democratic Republic) The Paseo Town Project I Condo Project RHYTHM Condominium Central Festival Chiangmai Various branches of TESCO Lotus Central Westgate

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

• • • •

Central Embassy The Grand Rama 9 Project U place Project Central Plaza Changwattana

In order to grow the organization sustainably, develop the company effectively and successfully gain the business opportunities in the future, the company has become a Public Company and fundraised in MAI stock market since 2012. After fundraising in 2012, Project planning Service PLC has grown steadily both in the main business and other businesses in subsidiary and joint-venture companies. These have been in accordance with the plan to develop the Company’s capabilities beyond merely offering services of engineering advices and management of construction projects. At the moment, we have been able to offer services in various aspects including; PPS Design Company Limited offers services in structural designs and system works. Swan & Maclaren (Thailand) Company Limited offers services in architectural and interior designs. This is a joint-venture with Swan & Maclaren LLP, Singapore which is one of the oldest companies that offer services in architectural designs in Singapore. PPS Information Consultant Company Limited offers services in information technology in particular the media and advertising media. Builk Asia Company Limited offers services in information technology with regards to construction industry. The joint-venture with Builk Asia Company Limited not only increases the work potential of the Company using programmes/softwares that have been mutually developed to be used in construction industry but it also increases the investment opportunities of the Company in becoming a shareholder of Builk Asia Company Limited which is a company with potentials to develop construction technology at the national level. This year, our various subsidiary companies have been operating fully. In the past year, we have emphsised the preparations of the Company to accommodate the commencement of ASEAN Economic Community (AEC) to increase the level of competition to the international level especially the internal training of Company’s personnel to make sure that they have enough potential. In the last year, the Company has shown its readiness for the AEC in the main businesses. The Company has been trusted to supervise the construction of the accommodation at Hongsa Power in Laos. With regards to other businesses in subsidiary companies, PPS Design Company Limited has been granted the project of designing a mansion and 5-star apartment in Uganda. These have led the Company into having better performance than the previous year. Despite the fact that the Company has had more income channels, the government’s policy of adjusting the minimum wage to 15,000 baht a month has had a significant impact on the Company as an entrepreneur. The Company has solved that issue by producing plans to reduce expenses in other aspects resulting in the Company still retaining good performance records.

Conducting Businesses

Overall picture of the businesses of the Company, subsidiary companies and joint-venture company. 1. Subsidiary Companies namely PPS Design Company Limited and PPS Information Consultant Company Limited. 2. Joint-venture between 2 companies namely Swan & Maclaren (Thailand) Company Limited and Builk Asia Company Limited. 3. Joint-venture Company namely PPQ Joint-Venture.

Policy to divide the operations of companies in the group.

The Company has provided clear policy to divide operations of subsidiary companies in the group; 1. PPS Design Company Limited offers services in engineering designs. 2. PPS Information Consultant Company Limited offers services in information technology, video filming and editing, still photography and advertising media production. ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

3. Swan & Maclaren (Thailand) Company Limited offers services in architectural and interior designs. 4. Builk Asia Company Limited offers services in information technology and construction industry. 5. PPQ Joint-venture offers services in supervising construction of the Supreme Court building.

Structure of Share-holding of companies in the group Project Planning Service PLC (PPS) Registered Capital: 100.00 million baht

99.99%

90%

PPSD Company Limited Registered Capital: 3.00 million baht Business: EngineeringDesigns

35%

10%

Swan & Maclaren (Thailand) Company Limited Registered Capital: 7.00 million baht Business: Architectural and Interior Designs

PIC Company Limited Registered Capital: 1.00 million baht Business: Media and Contents

80% PPQ Joint-Venture Joint-Venture Capital: 3.30 million baht Business : Supervision of construction of the Supreme Court Building

Builk Asia Company Limited Registered Capital: 5.00 million baht Business: Information Technology on Construction works

Subsidiary Companies PPS Design Company Limited (PPSD) was founded on 31 July 1990. The headquarters is located at No.381/6 Third Floor, Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok 10250. PPSD provides services including engineering design and construction design. At present, the registered capital is 3.00 million baht (three million baht). This is divided into 30,000 common shares. Each unit has a value of 100 baht. The Company holds 29,998 units amounting to 99.99 percent of all registered capital. There are 5 members of the Board of Directors in PPSD;

No.

Full name

1. 2. 3. 4. 5.

Mr. Prasong Tharachai Mr. Somphant Hongchintakul Mr. Wanchai Wachirawatnathamrong Mr. Somchai Vongsvangrasme Mr. Thanin Sribenjarat

Position Chairman of the Board of Directors Vice Chairman of the Board of Directors Director Director Director

PPS Information Consultant Company Limited (PIC) was founded on 4 January 2013. The headquarters is located at No.381/6 Third Floor, Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok 10250. PIC offers services and leads the business in media and content services related to information technology. PIC is a result

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

of an observation that IT system was rarely used in the administration of construction projects. Systems were developed and tested internally within the PPS before expanding the services outside. This is one of the revenue channels of the Company. Also, the Company has founded PPS Training Center to train personnel in accordance with the ways various businesses are conducted. They are to be part of the development of the organisation to ensure that the organisation grows with efficiency. Employees of the Company are to be trained to master their works especially employees who are to be promoted to the position of project manager. These employees are to be trained for 84 hours. Experts in and out of the Company are regularly invited to speak and provide knowledge for engineers with regards to the administration of construction projects at the training. Thus PIC accommodates the work of the Company in the form of content development for trainings. Such contents are to be disseminated by the Company as Content Provider. Contents are to be increasingly disseminated through other types of media for instance cable TV and youtube as well as other forms of media. The Company receives additional revenues from offering training services for engineers at other organisations. At present, the registered capital of PIC is 1 million baht. This is divided into 100,000 common shares. Each unit has a value of 10 baht. The Company holds 89,999 units amounting to 90 percent of the registered capital of PIC. There are two members in the Board of Directors;

No.

Full name

Position

1. 2.

Mr. Phongthon Tharachai Mr.Akekamol Lertchunhakiat

Chairman of the Board of Directors Vice-Chairman of the Board of Directors

Venture Capital

Swan & Maclaren (Thailand) Company Limited was registered as a Company on 9 April 2013 by a process of joint-venture between three parties namely Swan & Maclaren LLP (Singapore) at 49%, Project Planning Service PLC at 35% and Contec Trading Company Limited at 16%. Nature of the business is the provision of architectural and interior designs. The aim of business expansion is to accommodate architectural and engineering design projects for domestic market and the ASEAN Economic Community (AEC). The companyâ&#x20AC;&#x2122;s registered capital is 7 million baht. Project Planning Service PLC has paid 2,449,980 baht for the registered capital (two million four hundred and forty-nine thousand nine hundred and eighty baht) amounting to 31.25 percent of the total registered capital. Swan & Maclaren (Thailand) Company Limited is not related to or is in a relationship with the major shareholder, members of the board of directors or the executive members of the Company and subsidiary companies. The company has now been offering services for architectural designs. Builk Asia Company Limited (BUILK) has a website www.builk.com. This company offers software and information services for the construction industry. The main services are provision of business administration and construction project management software. User group includes small and medium construction entrepreneurs in Thailand and Indonesia who use the service through website and smartphones. At present, Builkâ&#x20AC;&#x2122;s registered capital is 5 million baht. Major shareholders include Longong Studio Company Limited and Project Planning Service PLC. Previously PPS cooperated with BUILK to produce SiteWalk programme which has been continually developed. This is a software that helps engineers who supervise projects, project owners and contractors as well as all parties involved in the project to use smartphones to report on progress, latest issues and to communicate among all parties involved in that particular project immediately from the site to the headquarters or among other individuals in the project. Should there be any urgent issue, such issue may be solved immediately and can be reported through the system at the same time. This saves both time and cost in project operations. There are clients from both Thailand and abroad who are interested.

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Joint-venture PPQ Joint-venture was founded on 16 March 2009 by a process of a joint-venture between the three parties namely, PPS PLC, PTF Service Company Limited and Cubic Engineers and Architects Company Limited at 80%, 15% and 5% respectively. PPQ aims to participate in a bid to win the contract to supervise the construction of the Supreme Court Building overseen by the Office of the Judiciary. At present, the joint-venture capital is 3.30 million baht. The Company invests 2.64 million baht. This retains the Companyâ&#x20AC;&#x2122;s share in the investment at 80 percent. PTF Service Company Limited and Cubic Engineers and Architects Company Limited are not related to or are in any relationship with the major shareholder, members of the Board of Directors or the Executive members of the Company and subsidiary companies. At the time of writing, the Supreme Court project has begun its construction since December 2012. It is estimated that the project is to be completed in 2013.

ANNUAL REPORT 2013

Summary of the Company’s Performance in 2013 and Targets for 2014 Project Planning Service PLC (PPS) is an engineering consultancy that provides comprehensive services in administration and supervision of all respects of construction. The target clients are both the government and private sector construction projects. With the experience of more than 27 years, the Company has been part of more than 200 projects from both the government and private sector. In 2013, projects which the Company has agreed and are under operation include;

Building Construction Projects • • • • • • • • • • •

Chulalongkorn Hospital, Thai Red Cross Central Embassy Various Branches of TESCO Lotus Toyota the Paseo Town MRT-Blue Line Extension Project Projects of iCondo by Property Perfect PLC Central Festival, Chiang Mai Central West Gate The Grand Rama IX U Place Office Building by Unilever Company Limited New Supreme Court Building, Office of the Judiciary

Utility and Infrastructure Projects

• • •

Sirat-Outer Ring Road Expressway Mass Rapid Transit Authority of Thailand- Blue Line Extension Club Houses, Accommodation and Basic infrastructures and utilities in Hong Sa Power Plant Project in Lao People’s Democratic Republic (Lao PDR)

Construction Project which requires special expertise

•

Phra Buddha Metta Pracha Thai Trai Lokanat Kantarnrarat Anusorn Project under the Patronage of Her Majesty the Queen- Chana Songkram Temple (Wat Thip)

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Chulalongkorn Hospital, Thai Red Cross

Central Embassy

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Various Branches of TESCO Lotus

Toyota the Paseo Town

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

MRT-Blue Line Extension Project

5 Projects of iCondo by Property Perfect PLC.

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

CentralFestival Chiangmai

The Grand Rama IX

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

U Place Office Building by Unilever Company Limited

New Supreme Court Building, Office of the Judiciary

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Sirat-Outer Ring Road Expressway

Phra Buddha Metta Pracha Thai Trai Lokanat Kantarnrarat Anusorn

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Hong Sa Power Plant Project (Lao PDR)

In 2013, the total revenues of the Company amounted to 293.79 million baht. This was 9.54 percent increase compared to that of 2012. In 2012, the Company had total revenues of 268.20 million baht. The increase in revenues has been due to the continued growth of construction management projects that the Company has taken. With regards to the net profits in 2013, the figure amounted to 19.26 million baht. This was an increase of 4 million baht or 26.22 percent from 2012. In 2012, the net profit of the Company was 15.26 million baht. The rate of net profits which was better than the previous year by 0.86 percent was due to the increase in work efficiency and good cost management contributing to the reduction in total expenses. Even though the Company recruited more employees to accommodate the higher amount of work, the Company could still maintain the ability to generate overall profits. As of December 2013, the Company has 40 Backlog projects with remaining values of projects according to contracts of 268.72 million baht. Apart from the aforementioned financial performances, in 2013, the Company also received awards that reflect the acceptance by customers from professional organisations and their confidence in the Company. In November 2013, the Company received AFEO Outstanding Engineering Achievement Project Award from the ASEAN Federation of Engineering Organization which is an organisation that seeks cooperation among engineers in the Southeast Asian region. Moreover, the Company has sent representatives to attend the 31st Conference of ASEAN Federation of Engineering Organizations in Jakarta, Indonesia. Apart from that particular award, the Company has also received the certification from Tesco Lotus, the main client of the Company, reflecting the trust from client and making the Company proud of our work. In terms of other improvements of the Company, it could be summarised that, with regards to personal work, the Company has used the computer system to help managing human resources and produce more careful and detailed plans of the Companyâ&#x20AC;&#x2122;s human resources management. Efficient management of human resources directly affects the Companyâ&#x20AC;&#x2122;s performance. Also, the Company regards continued development of human resources highly in order to accommodate the growth and replacement of retirees. Hence, the

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Company has initiated the project “Value Employees”. This project aims to generate morale for employees with outstanding performances or performances that exceed the Company’s expectations every month. The Company also initiated “PPS Future Leaders” project which seeks to recruit new generation of the Company’s executives. Both projects started in 2013. PPS employees are continually trained. There were 25 trainings in 2013 namely; “Towards a Position of/ Becoming Project Manager” Course 1. Structural Civil Engineering and Architecture Basics 2. Building Systems Engineering Basics 3. Ethics for Engineers and Architects 4. General Preparations for Civil Engineers 5. Insurance Management 6. Green Building Management 7. ISO 9001 : 2008 (Quality Procedure) 8. ISO 9001 : 2008 (Quality Procedure) 9. ISO 9001 : 2008 (Quality Procedure) 10. Orientation for New Employees IQA : “ Internal quality Auditor ” Course ” 11. ISO 9001 : 2008 (Internal Auditor) Basic Training Course 12. Pre-Construction 13. Construction 14. Post-Construction 15. Risk Management “Towards a Position of/ Becoming Project Manager” Course 16. Smart Engineer and Case Studies “Secretary” Course 17. Roles, Duties and Responsibilities 18. Paperwork and Computer Usage 19. System Thinking- Opening up thought boundaries, bringing efficiency to the organisation. 20. Challenge of the Future Leader 21. “Personality Development” Course 22. “Using Google Apps to increase work efficiency in the organisation” Course “Mechanics” Course 23. DSIA Model and work supervision to increase client satisfactory 24. Work Supervision to generate client satisfactory Also, employees have attended other training courses organised by external organisations; 1. Miss Ratchanee Sinthaborisut, Director for Financial Affairs attended a training course on the assessment of efficiency of administration, management and financial proceedings with KPIs and a course titled ‘AEC and New Approach of New-generation Accountants’ organised by Dhammaniti Training and Seminar Company Limited. 2. Miss Titima Unhaka, an employee in the Accounting Department attended a course on the issues of calculating net profits for corporate income tax payment and a course titled ‘AEC and New Approach of Newgeneration Accountants’ organised by Dhammaniti Training and Seminar Company Limited. ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

3. Miss Mananya Poonsombat, an employee in the Accounting Department attended courses titled; ‘Accounting Standards Number 12 on Income Taxes’ organised by DIA Audit Company Limited; FRU Day: Standard Drafts of International Financial Reporting, Financial Tools- Risk-prevention Accounting and Rent Contracts’ organised by the Federation of Accounting Professions and the Stock Exchange of Thailand; Professional Production of Documents indicating Accounting and Tax disbursement and receipts by Dhammaniti Training and Seminar Company Limited; FRU Day: Standard Drafts of 6 Financial Reports by Dhammaniti Training and Seminar Company Limited; Report Regulations according to Article 56 and the Production of Annual Information List (Form 56-1) by the Stock Exchange of Thailand; and FRU Day: Accounting Standards for Financial Instruments Coming Soon by the Stock Exchange of Thailand. 4. Miss Kornthip Kallapaksa, an employee in the Accounting Department attended courses titled; Report Regulations according to Article 56 and the Production of Annual Information List (Form 56-1) by the Stock Exchange of Thailand; and Accounting Standards Number 12 on Income Taxes organised by DIA Audit Company Limited. 5. Miss Kingkarn Onnetpong, an employee in the Accounting Department attended a course titled ‘Complete Course on Withholding Taxes’ organised by the Federation of Accounting Professions. 6. Miss Titima Koolchittiamorn, the risk management/investor relations personnel attended courses titled; Board Monitoring – How to build the spirit of good CG; Basic IR Training; IR Tools : Inventing Database; Basic Finance for IR; IR Workshop “ Putting Business Strategy into IR Presentation ”; Stock Valuation for IR; IR Workshop “ How to manage expectation when the market is volatile ?”; Writing a Report on Corporate Social Responsibilities; Risk Management Forum 2/2556 “ Decoding SMAC ”; CSRI, Roles of Institutional Investors and Sustainable Development; CSR Thailand Conference 2013; IR Workshop “ Factors that drive the valuation of your company ” organised by the Stock Exchange of Thailand. With regards to subsidiary companies, significant changes are as follows; PPS Design Company Limited has recruited several positions including engineering designers, structural designers, system designers and sketchers to accommodate the growth in the field of structural design. In 2013, the Company could accept more jobs than 2012. Also as the teams were more ready, in the fourth quarter, PPS Design Company Limited could accept more design jobs from Uganda and started to have jobs from abroad. In terms of architectural design, PPS has started to negotiate the job with Swan & Maclaren Company Limited which is a listed company in Singapore. The founding of the Company and the proceedings have been gradual. In 2013, Swan & Maclaren (Thailand) Company Limited has successfully been founded with permanent employees working for the company. Later in the year, the company started proposing and discussing jobs with several private sector companies. It has been expected that the company will start taking jobs from the beginning of 2014 onwards. This is to accommodate the growth in the market of the ASEAN Economic Community (AEC). PPS Information Consultant Company Limited was founded in 2013 because the Company saw the opportunity and regarded the information and information technology related to construction industry that the Company has been involved as important. In 2013, PPS Information Consultant Company Limited has produced several informative media for the Company for instance for; PPS’s Challenge of Future Leaders; PPS Spirit; Seminars and Trainings of PPS; the Company’s Video Presentations. In terms of information technology, PPS Information Consultant Company Limited has developed a new database to increase the work efficiency of the Company as well as improved websites of PPS and PPS Design to be more modern and up-to-date be it the appearance and the Back Office. It is aimed that the Company will be able to operate through Data Center that works best. At the beginning of 2013, PPS Information Consultant Company Limited conducted an experiment of coordinating information from the construction site to themain database of the headquarters. Such system has progressed and been operated fully in two projects namely Central Embassy and Central West Gate. However, later in the year, it has been found that such a system faces technical difficulties. In the fourth quarter, the Company changed the system to that of Google’s. Apart from being able to replace the old system, this system by Google is more stable and is more capable than the self-developed system.

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Apart from the aforementioned changes, in the previous year, PPS Company has founded a jointventure with Builk Asia Company Limited to become business allies and to design a software to be used in construction industry. Such joint-venture plan has the total duration of 5 years with the total investment budget of 12 million baht. PPS has held stocks in Builk Asia Company Limited amounting to 10 percent of the registered capital of Builk Asia Company Limited in 2013. At present, Builk Asia Company Limited is provides Accounting system, Transaction and income and expenses system and stock systems for small and medium contractors. Nowadays, the Company caters both domestic and overseas clients. In the fourth quarter of 2013, Builk Asia Company Limited together with PPS could develop SiteWalk software to be used in the management of construction project. The software has continually been developed until Version 1.1. The application can be downloaded for free on App Store. Such software allows for more convenient communications between the relevant persons on the construction site thus facilitating production of records, accountability and production of reports.

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Performance Targets for 2014

In 2014, with regards to the main business of the Company which is the provision of management service for construction projects and engineering design, the Company expects to grow from the year 2013. However, it is expected that the jobs from the private sector may be slowed down. Hence, the Company has planned to put more emphasis on government’s jobs and infrastructures and utilities. Nonetheless, due to ambiguous economic and political conditions in Thailand, the government sector’s jobs may also be slowed down. In order to grow, the Company has an additional plan of expanding overseas jobs both in and out of the ASEAN region. Such jobs are additional jobs from those that the Company has received from main clients. To accommodate the expansion of the Company in that direction, the Company has established a new business development department which will be directly responsible for these jobs. For other respects and the subsidiary companies, due to the success in the production and development of informative media in 2013, in 2014, the Company has planned to expand the scope of abilities and increase the quality of informative media that the Company produces to further support the image and brand of PPS group. Also, this presents an opportunity to produce informative media for clients as well as opportunities of producing other forms of media. In terms of Information Technology in the construction industry which the Company has joined force with Builk Asia Company Limited, the Company has successfully developed the software SiteWalk in 2013. In 2014, the Company plans to expand the user base (to increase the number of users) of SiteWalk as well as to develop the software to be able to be used with other operating systems apart from those developed to be used only on iOS as is the case at present. Under the principle “Worth the Trust” and professional ethics which are the approach that the Company has continually adhered to together with the risk management, responsibilities for all stakeholders and the commitment to develop sustainably and continuously in order to create and deliver integrative success to clients, the Company believes that the Company will continue to grow and develop continuously in the year 2014.

ANNUAL REPORT 2013

Revenue Structure Type of Revenue (according to project type) Revenue from Services - Office / Residential Property - Retail and Hospitality - Infrastructures/1 - Others/2 Other Revenues Total Revenues

2011

2012

2013

Million baht

Proportion

Million baht

Proportion

Million baht

Proportion

256.16 39.24 180.12 28.89 7.91 0.54 256.70

99.79% 15.29% 70.17% 11.25% 3.08% 0.21% 100 %

265.29 19.62 205.85 29.73 10.01 2.91 268.20

98.92% 7.31% 76.75% 11.08% 3.77% 1.08% 100 %

290.09 67.20 168.77 33.86 20.25 2.69 292.78.

99.08% 22.95% 57.64% 11.57% 6.92% 0.92% 100 %

Remarks : Other revenues refer to received interests, received dividends and other revenues. /1: Include airports, hospitals, express ways, subway trains and educational institutions. /2: Include temples, factories and car showrooms.

ANNUAL REPORT 2013

Risk Factors and Risk Management Project Planning Service PLC or PPS realizes the importance of risk management, therefore, the Risk Management Committee has been established to prepare the risk management plan and continually monitor risks since 2012. According to the risk management plan, there are 3 aspects of risk including risks from business risks, Operational and management risks; and financial risks. Each aspect has various components. Details are as follows;

1. Business Risks

The business of managing construction projects is a very challenging business because it does not rely on capital factor but on expertise in engineering. The fact that the business does not require high capital expenditure to set up provides low entry barrier. This results in the increasing competition from many new small companies, especially during the boom time of the construction and real estate businesses. At present, there are more than 100 of similar service providers, including individual with professional licenses. Therefore, some small companies or individual uses price strategy to attract clients and market share from the growing market from both private and public sectors. For PPS, the strength that protects the Company from the competitors are the extensive experience and track records in the business and the team of leading engineers with good reputation and expertise. The reputation and the portfolio of PPS help the company gain trust and long term relationship with the clients. Thus the Company has not been affected from the increasing competition. Besides, the Company still continually emphasizes on in the reduction of risks from business competition. The Company implements two strategies to mitigate the risks. The first is to expand the scope of services into other related fields to be able to facilitate clients better and to reduce risks simultaneously. The first approach includes the expansion of engineer consultant services to cover all types of projects, the expansion into providing engineering and architectural designs, and the new business expansion into providing the information services for construction and related businesses. In addition, the Company has plans to continue expanding new units in the future. The second approach in reducing risks from business competition is to differentiate and to increase efficiency in the Companyâ&#x20AC;&#x2122;s operation. The Company implements the information technology in construction to facilitate the business operations. The Company also provides the systematic training and continuous development program for the Companyâ&#x20AC;&#x2122;s staffs to increase the business efficiency.

1.1 Risks of the limited market segment and the reliance on major clients

1.2 Risks of discontinuity or instability of revenue

The current client list of the Company shows that the Company have the limited market segment and also rely on a few major clients. Therefore, the Company could expose to the risk if the major clients change in the policies or the executives. The Company is aware of this risk and has prepared the risk prevention plan by expand the client list in both private and public sectors. The Company has a policy to increase the proportion of work from government agencies, which only contribute to around 15 percent of revenue of the last three years. The Company also plans to expand to scope of services and to acquire more projects in building, factories and public infrastructure. As the main revenues of the Company come from the construction project management contracts for owners or construction contractors on project basis with predetermined schedule, the Company has the exposure to risk of discontinuity of revenue after the project is completed or the work has been delivered. Therefore, there could be a period of gap between projects. During these gaps, the Company will not only lack of revenue but also have to endure various expenses which is the fixed expense for the company such as salary of experts. The Company plan to mitigate this risks by implementing policies on exceptional work quality and client services, in all aspects including quality control, schedule control, and cost control, to build long term trust and credibility among clients. The Company follows these policies strictly. This reflects in high returning clients.

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More than 80 percent of the Company’s clients are returning clients. With these policies, the Company also attracts new clients from references of the old clients. Since 2010, the Company has implemented Budgeting policy by determining the Corporate Yearly Budgeting based on the Company’s target, which in turn will be used to determine the Project Budgeting. This has allowed the Company to closely monitor and control the revenue, expense and profit for each project. The Accounting Department is responsible for collecting the data and present it to the Executive Board and the Company’s Board of Directors. Therefore, the boards can monitor the budgets every month to analyze and adjust the human resource plans and prepare the plan to acquire new projects in a timely manner. This helps the Company reduce the risks of discontinuity of revenue efficiently.

1.3 Risks of uncontrollable factors

1.4 Risks of human resources and wages

There are certain uncontrollable risks that could affect the Company include natural disasters, political situations, economic situations, etc. In this case, the Company mitigates the risks by reserve adequate level of working capital and diversify sources of revenue, in order to have enough revenues that could compensate the unexpected incident that could result in the loss of revenue of some projects. In addition, the Company regularly updates the estimated revenues and expenses regularly in order for the Company to be able to plan and adjust budgets to the changing environment. Since the government has to policy to increase the minimum wages and the basic salary, many businesses got affected. The minimum daily wage was raised to 300 baht a day and the salary of those with Bachelor’s Degree was raised to 15,000 baht/month across the country since 2013. The labor costs in construction industry in general have increased. In addition, the shortage of labor has resulted in job switching for the higher pay. In response to the situation, in 2013, the Company has significantly increased of employees’ pays since the beginning of the year. The Company has also arranged for a clear regulation regarding employee compensations and has increased general package for employees of all levels to make employees feel bonded and secure. The policies is aimed to reduce the risks from human resource shortage and to maintain quality personnel in the Company. At the same time, the Company has sought to compensate for the additional expenses by carefully managing expenses to maintain the level of net profit that the Company has achieved.

2. Risks of Management and Operation

Even though the Company’s professionalism has long been recognized in the construction project management industry, the Company does not neglect the assessment of risks of management and operation. The Company realizes that it expose to the risks of management and operation in the same way as many other businesses. The Company categorizes this risks as the following;

2.1 Risks of over-reliance on a few main executive members and the lack of experts

Main executive members of the Company are Mr.Prasong Tharachai, Chairman of the Board of Directors and the Chairman of the Executive Board, Mr.Tat Thongpakdi, Managing Director and a few executive-level engineers. These personnel are highly trusted in the industry and they have good relationship with various business network. However, each of these valuable members are senior. A change or retirement will affect the businesses of the Company. Hence, the Company has come up with a plan to mitigate these risks by implementing proactive marketing strategy and expanding the scope of work to cover all types of services to reduce the reliance on special expertise of the main executive members. The Company has also develop a human resource development plan based on each career path through continuous trainings. These trainings seek to bring about knowledge and expertise which will be used as criteria for promotions of employees to the executive positions as well as to prepare executives for the other aspects of the Company such as design department. The main executive members of the organization are important personnel who have grown from being experts in each of their fields. Hence, the Company is using the same approach to simultaneously reduce the risk of

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lacking experts. The Company seeks to emphasize more on the management of human resources in the aspects of improving salaries, compensations and the general package including expertise bonuses, bonuses, provident funds, etc. to boost morale, encourage employees, and retain the important personnel of the Company.

2.2 Risks of contractors fail in their operations which result in damages of the project

2.3 Risks of errors in operation

2.4 Risks of Joint-venture

By the nature of the Companyâ&#x20AC;&#x2122;s business, the Company is exposed to this type of risks. Thus the Company needs to mitigate the risk by checking the qualifications of contractors carefully and prepare a proper risk management plan with a policy to solve the problem immediately. When a supervisor who is responsible to inspect the work of contractors finds any defect or error, the supervisor shall provide recommendation verbally and in writing to the contractor. At the same time, the supervisor shall submit the monthly report on the progress of the project to the project owner every month. The Company also develop risk management plan at the project level to provide additional layer of risk management. This type of risk may occur to any type of business. Such errors affect the reputation of the Company no matter who caused the error. The Company prevents this aspect of risk by putting highest priority in the whole process of being engineer consultant service provider from the process of recruitment. Regular and continuous trainings are held at all levels in order for employees to gain an understanding and expertise in engineering and be able to apply them correctly in a professional manner. These qualities are at the heart of professional project construction management service. However, in the incident of errors, the damages that the Company is to be responsible for are insured by Professional Indemnity Insurance. To prevent this risk, the Company has chosen credible business partners to expand to new businesses. For example, the Company has cooperated with Swan & Maclaren in Singapore in the aspect of offering service of architectural and interior designs. This is because Swan & Maclaren is a company with outstanding reputation and performance . Regarding joint-venture, the Company adopts a minority investor approach to start. The Company would increases the investment according to the performance of the joint companies to limit the risks.

3. Financial Risks

Generally the financial risks of the Company include the risk from not being able to realize revenues according to the contracts; and the risk of not having enough working capital. The first issue may occur if there is a premature cancellation of contract by the clients or the Company due to the clients. The contract may be revoked in the case of the breach of agreement or the clients not paying the fee in the contract. The Company prevents this risk by carefully select clients as well as providing quality services continuously in all aspects to ensure clientsâ&#x20AC;&#x2122; satisfaction. These will allow the Company to have quality clients and to be able to directly reduce the risks in this aspect.

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Marketing and Competition The businesses of engineer consulting, design and construction project management are directly related to the construction, real estate, utility and infrastructure development industries as well as the growth of other related industries. Roughly, the business values of design and construction management services vary with the nature of the works and the scope of services. The contract value of such services is in the range of approximately 2-5 percent of the value of that construction project. The scope of service for each project also differs, depending on scope which includes the projectâ&#x20AC;&#x2122;s feasibility studies, construction cost estimation, architectural design, engineering design, project management, project supervision, quality inspection at delivery etc. For government-owned projects, these services are collectively called the professional consultancy fee. In 2013, the overall construction industry still grew, but not to the level expected. The Construction Institute of Thailand shows that the reduction in the GDP growth rate of Thailand by the Bank of Thailand (BoT) to less than 3 percent partially reflects the trend of investment in Thai construction industry in 2013. The slowing economy was the reason that the target of investment in Thai construction could not be achieved. The target was 8-8.5 percent growth from the previous year or the investment value target of 1 trillion baht. Such figures have included both the construction projects by the government and by the private sector. Hence, the overall picture of the design and construction project management industries was similar. The industries were growing, but not to the expected levels. The Ministry of Finance reported that, in the fiscal year 2013, the government investment budget was allocated at 467 billion baht. This amount included utility and infrastructure projects and real estate investment projects as approved by various ministries and departments for both new and committed budget. When compared to the construction budget of the private sector in 2013, the sizes of investment from both public and private sectors were similar. Such figure is one of the figures that reflect the overall values of the overall industry and the overall trend. Moreover, it also reflects that the government project that has already been approved will continue despite certain delays. Regarding the overall business trend of the construction industry, the risk managing unit of the business research center of Land and House Bank PLC has reported the overall trend seems good with major supporting factors of governmentâ&#x20AC;&#x2122;s investment projects which have already been planned and were under construction. The government has a policy to support the utility and infrastructure development projects and water management projects. These projects are well interested by most construction business service providers. These investment projects are of interest because they are large projects that affect the investment decisions of many other businesses, especially the investment in related construction projects such as residential, hotels, shopping malls, retails, factories and warehouses. In the meantime, there are some warning signs that business entrepreneurs have to be aware which include the increasing costs of construction materials, the labor shortage, and the tendency that large government projects could be delayed due to domestic political situations. These correspond to the overall picture of the construction business provided by the Office of the National Economic and Social Development Board (NESDB). NESDB reported that the construction business had the total investment value of more than 470 billion baht in the first half of 2013, increasing around 10 percent from the figure of the same period in the previous year. This slowing growth was due to the political situations and the delays in disbursement of the government budget as well as the issue of labor shortage. Regarding the overall economic conditions which have both direct and indirect impact on the construction industry and the related service sector, NESDB expects that the economic trend for Thailand in 2014 will be better. Growth is expected to be in the range of 4.0-5.0 percent with major supporting factors such as better global economy, the continuation of governmentâ&#x20AC;&#x2122;s investment plans, low oil prices, and

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inflation rate. These factors will facilitate economic recovery, corresponding to the expected of the construction business from various other organizations. Most organizations expect that the construction business will continue to grow in 2014 due to the continued construction projects of both the government and private sectors. They expect the continuation of real estate development projects of the private sector, especially those projects in the upcountry, in particular in some major cities, tourism areas, and the provinces that are gateways to other ASEAN countries. The development is also expected in the other types of development, including retail and other types of residential development. The growth is also expected due to the development of large scale projects such as new mass transit lines and the extensions of the old lines. The disbursement for investment has been accelerated and there is a remaining budget of more than 170 billion baht. The Construction Institute of Thailand has estimated the trend in 2014 in a more conservative way. The institute expects that the growth will slow down from 2013, considering lower amount of contracts signed between the private sector and the government in the new fiscal year. In the same vein, the private sector’s construction projects in particular condominiums, buildings and houses have been slow down since mid-2013. Most government and private projects that hire designers and project consultants are large scale projects or medium scale projects that the use of external consultants are required by the term of reference. The projects that use these services also include the projects that the owners cannot control and supervise the construction themselves. Hence the overall business size of the design and project management can only be estimated roughly. When estimating at approximately 2 percent of the total construction value, this figure may be amounting to 20 billion baht a year. This estimated figure is normally embedded in the budgets of both public and private spending. When considering the overall trend of the construction industry and related services, one may have a better estimation of the overall trend if he look at government project and private project separately. In terms of government projects, the most important projects are projects of the development of utilities and infrastructure which directly affect the Company’s businesses. This is because the utility and infrastructure development projects, by themselves, need a lot of engineer consulting services. Also, such projects will stimulate further investment and development in the construction in the private sector since these government projects add extra land values on their locations. Hence, if there are instabilities in terms of politics and economics, the demand of the business will be directly affected. However, the Company estimates that such instabilities will only result in project delay, not cancellation. Because the Company believes that these infrastructure development projects are needed for the country’s development both in economic and social aspects. Also, these projects facilitate the country’s preparations for the ASEAN Economic Community (AEC). They increase country overall competitiveness. Many projects have been approved and have their budgets allocated. These government projects that have the demand for engineer designers and consultants are large projects with specific requirements in the term of reference such as company experience, and reference projects. Such requirements limit the opportunity only to large and experienced consulting companies. Other engineer consulting companies that are not qualified will not be able to submit their quotations. As for private projects, these may be divided into various types of constructions with slightly different characteristics, industrial conditions and trends. These include residential properties, hotels, shopping malls, offices, factories, and other industrial estates. In the residential real estate sector, one of the main industries that affect the business of construction project management service, it has been found that both demand and supply have been growing. The prices of all kinds of property has also increased. On the demand side, both the number of project loans from commercial banks and the number of new real estate projects increased by 12.3 percent and 30.6 percent respectively from the second quarter of 2013 to the third quarter of 2013. Land prices have also increased. In addition, the continuous increase of the number of tourists from various countries accelerates the investment in the development of hotels and restaurants. Considering the condominium market, the study of the research department of Colliers International (Thailand) reports that even though the construction of condominiums has been delayed, slowed down, or postponed due to labor shortage which has affected all types of real estate, it has been estimated that the market for condominiums will still be able grow continuously since there is not yet sign of oversupply. What seemed clear was that the market will be dominated by big players, especially those registered in the Stock

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Exchange of Thailand. Most of these developers focus their products on the mid to high segment. They have increasingly emphasized their development in inner Bangkok area. The areas of interest by both developers and buyers are the area of the mass transit which has been expanded all over many areas. The study of the research department at Colliers International (Thailand) agrees with the estimation of the condominium market by Kasikorn Research Center, which has found that at the end of 2013, there were increasing number of new condominium projects despite many business challenges to the project owners. The report suggests the growth will continue despite higher risk. Regarding the shopping center and retail market, there have been continuous growths especially in the upcountry, as provinces develop and as the developers are still keen to expand. The growth is predicted to continue in 2014. Aside from aforementioned market from those real estate development, the demand for consulting business also comes from the industrial sector. One may estimate, through relevant indices with regards to industrial investment. The number of projects submitted for support from the Board of Investment (BOI) shows the possibility that the economy will continue to grow from direct investment from abroad and also local investment. In the first half of 2013, the report have shown that the requests for investment support amounted to more than 630 billion baht. It has been expected that the total investment figure for the whole 2013, will turn out to be 1 trillion baht, reaching the target set by the BOI. In the second half of the year, there were projects that were growing continuously due to the fact that the requests for investment support came from large projects in major businesses such as agriculture, automobiles, power plants and aviation. Even though the economy and construction business trend will continue to enjoy better outlook from various factors, there are still some concerns in the current situation. The political factor may cause the domestic economy to slow down as consumers become more careful with their spending. It may also affect the construction business, especially residential projects. There are also challenges from the rising in construction cost from rising wages, material prices, and fuel cost. All of these affect the business operators in construction project management businesses as they increase competition. It could be expected that some competitors may aggressive pricing strategy or reduce the contract value to obtain businesses from both public and private sectors. However, Project Planning Service PLC or PPS has constantly adjusted the work portfolio of various types of projects in an appropriate manner to allow the Company to grow continuously. The Company keeps a balance in obtaining various contracts from the public and the private sector. The Company has gained trust and acceptance for its leading professionalism in project management in Thailand. The Company has continued to grow for over 27 years in various projects; for instance, high-rise buildings including offices, residential buildings, hotels, shopping centers, utilities and infrastructures. The Company also has experiences in building and structure maintenance, building decorations as well as other specialized projects that require special engineering expertise. In 2013, the Company still continued to grow even though the overall economic conditions of Thailand were not as good as they should have been. This was partly due to the trust that the Company maintain from both existing and new clients. Also, the client group or the market segment that the Company serves is considered a considerably specific market segment. The clients of the Company, the owners of large projects of the government and private sector, are usually select the service providers with good reputation and long term experience with proven track record. These have become barrier against competition. The Company is confident that with management experience, regular business adjustment, and close monitoring of the business situations, the Company will be able to maintain growth by managing the appropriate proportions of work according to changing circumstances and situations.

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Major Shareholders Shareholders of the Company as of 31 January 2014 are as follows; No. Full Name Number of Common stocks held 1 Mr. Somphant Hongchintakul 68,666,800 2 Mr. Prasong Tharachai 41,811,300 3 Mr. Phongthon Tharachai 35,055,300 4 Mr. Theerathon Tharachai 35,000,000 5 Mrs.Sumitra Hongchintakul 12,000,000 6 Mr.Artit Hongchintakul 11,550,000 7 Mr.Nat Hongchintakul 10,746,600 8 Miss Oraphan Hongchintakul 9,650,000 9 Mrs.Rewadee Tharachai 8,400,000 10 Mr. Tat Thongpakdi 5,600,000 11 Mr. Suraphol Tungkaprasert 5,500,000 12 Mr.Tanin Sribenjarat 5,000,000 13 Mr. Voradaj Piemsuwan 4,700,000 14 Mr. Somchai Vongsavangrasame 3,650,000 15 Mr. Wanchai Wachirawatnathamrong 3,511,500 16 Mr. Vichit Jiraphongsananurak 2,790,000 17 Mr. Uthai Siriwiwat 2,600,000 18 Mr. Narongrit Pakdeesatitwara 2,360,000 19 Other shareholders 161,482,700 Total paid capital 400,000,000 Thai shareholders 399,200,000 Shareholders of other nationalities 800,000

Proportion of Shareholding 17.167 10.453 8.764 8.75 3 2.888 2.687 2.413 2.1 1.4 1.375 1.25 1.175 0.913 0.878 0.698 0.65 0.59 40.37 100.00 99.80 0.20

Company Structure of Project Planning Service PLC (PPS)

The company structure comprises Board of Directors, 4 Committees and the Management Team; 1. Board of Directors 2. Audit Committee 3. Nomination and Remuneration Committee 4. Executive Committee 5. Risk Management Committee 6. Management Team ANNUAL REPORT 2013

Board of Directors and Executive Committee In 2013, the Board of Directors comprised members who were executives and who were not. Details are as follows;

No.

Name

Position

1. Mr.Prasong Tharachai Chairman of the Board of Directors 2. Mr.Somphant Hongchintakul Director 3. Mr.Tat Thongpakdi Director 4. Mr.Phongthon Tharachai Director 5. Pol.Lt.Gen.Nukool Jeamanukoolkit Independent Director 6. Mrs.Vipavee Boonyaprasit Independent Director 7. Mr.Kachen Benjakul Independent Director Mr.Voradej Piemsuwan is the secretary of the Board of Directors and also the secretary of the Company. Members of the Board of Directors who are authorised to sign on behalf of the Company Mr.Prasong Tharachai or Mr.Phongthon Tharachai and Mr.Somphant Hongchintakul or Mr.Tat Thongpakdi are authorised to sign their names together and affix the Company’s seal. Limitation of the Authority of the Board of Directors : - none -

Scope of Duties and Responsibilities of the Company’s Board of Directors

1. Work in accordance with the law, purposes and regulations of the Company as well as resolutions of shareholders’ meetings and approvals of shareholders in meetings on matters including the connected items and the purchase and sales of important properties according to the regulations of the Stock Exchange of Thailand or as specified by any other organisation. 2. Consider and approve the business policies, purposes, operation plans, business strategies and annual budgets. 3. Consider and appoint personnel who are qualified with no prohibited properties as specified in the Public Company Act 1992 and the legislation on securities and the Stock Exchange of Thailand as well as announcements, rules and/or regulations related to positions of the members of the Board of Directors in case there is a vacancy due to any other reason apart from a termly leave. 4. Consider and appoint the Executive Committee as well as determine the scope of duties and responsibilities of the Executive Committee. 5. Consider and appoint Independent Committee and the Audit Committee by considering the qualifications and prohibited properties of Independent Committee and Audit Committee following the legislation on securities and the Stock Exchange of Thailand as well as announcements, rules and/ or regulations related to the Stock Exchange of Thailand. Nominations are to be submitted to the shareholders’ meeting for final approval and appointment the nominated persons as members of the Independent Committee and the Audit Committee. 6. Consider, determine and amend the names of members of the Board of Directors whose authority binds the Company. 7. Appoint any other person to operate the businesses of the Company under the supervision of the Board of Directors or grant power of attorney to authorise that person and/or within the timeframe deemed appropriate by the Board of Directors. The Board of Directors may cancel, revoke, alter or change such authority at any time. 8. Consider and approve of a receipt or a sale of security unless such transaction needs an approval from the shareholders’ meeting. Such approval is to be in accordance with the announcement, rules and/ or regulations related to the Stock Exchange of Thailand. 9. Consider and approve a connected transaction unless such transaction needs an approval from the ANNUAL REPORT 2013

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shareholders’ meeting. Such approval is to be in accordance with the announcement, rules and/or regulations related to the Stock Exchange of Thailand. 10. Consider and approve interim dividend payments to shareholders when the Company has made enough profits and report the payment of dividends to the shareholders in the next shareholders’ meeting. The allocation of duties and responsibilities of the Company’s Board of Directors is not a grant of au thority or part of the authority that allows the Company’s Board of Directors or those with the power of attorney from the Company’s Board of Directors to approve any matter that involves any person in conflict (including themselves) (according to the definitions in the announcement by the Securities and Exchange Commission). This applies for the Company and its subsidiary companies.

The Company’s Secretary

According to the regulation in article 89/15 of the Public Company Act 1992, the Board of Directors needs the Company’s secretary to be responsible on behalf of the Company or the Company’s Board of Directors. The Company’s designated secretary is Mr.Voradej Piemsuwan.

Scope of Duties and Responsibilities of the Company’s Secretary

1. Produce and keep the following documents (a) Registration of Members of the Board of Directors (b) Board Meeting invitations, Board Meeting Reports and the Company’s Annual Reports. (c) Shareholders’ meeting invitations and shareholders’ meeting reports. 2. Keep stakeholder reports that have been submitted by members of the Board of Directors or the Executive committee and send copies of the reports to the Chairman of the Board of Directors and the Chairman of the Audit Committee within seven days from the date that the Company receives the reports. 3. Systematically keep the following documents and evidence that is related to the display of information. The secretary is to ensure the accurate and complete storage of documents or evidence mentioned. Such documents and evidence need to be accountable for at least 5 years from the dates that such documents or information were made. The storage of the aforementioned documents and evidence is to include digital storage or any other type of storage in which a document or an evidence may be recalled without any alteration to the statement in the document or evidence. (1) Provision of information to support the resolution of a shareholders’ meeting. (2) Financial statements and reports on the financial status and the performance of the Company or any other report that needs to be reveal following articles 56, 57, 58 or 199 of the Act on Securities and the Stock Exchange of Thailand. (3) The Company’s opinions when there are requests for Company’s share purchase from the shareholders in an ordinary circumstance. (4) Provision of information or any other report on the business that the Company has produced to disseminate among the shareholders or the general public as determined by the Capital Market Supervisory Board. 4. Be responsible for any other task following orders and announcements of the Capital Market Supervisory Board. 5. The secretary is to work with responsibilities, care and integrity. One is to comply with the law, purposes, the Company’s regulations, the resolutions of the Board of Directors as well as resolutions of shareholders. One is not to act in any way that significantly obstruct or conflict the Company’s interests. 6. Work with responsibilities and care as a wise man who is in charge of a business would do under the same circumstances by (1) Decide and act with honest belief and rationality that such a decision or an act is mainly for the best interest of the Company. ANNUAL REPORT 2013

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(2) Decide and act on the basis of information that is honestly believed to be enough. (3) Decide and act in a way that one is not at stake directly or indirectly with the matter.In case the Company’s secretary is retired from the position or cannot work, the Board of Directors is to appoint a new secretary for the Company within ninety days from the date of the previous secretary’s retirement or inability to work.

Audit Committee

In 2013, the Audit Committee comprised the following persons;

No. 1. 2. 3.

Name Pol.Lt.Gen. Nukool Jeamanukoolkit Mrs.Vipavee Boonyaprasit Mr.Kachen Benjakul

Position Chairman of the Audit Committee Audit Committee Audit Committee

Remarks : 1. Mrs.Vipavee Boonyaprasit was a member of the audit committee with knowledge and expertise on Accounting and Finance. 2 Mr.Anupan Wananukool was the secretary of the Audit Committee.

Scope of the Duties and Responsibilities of the Audit Committee

1. Review for the Company and its subsidiaries. Report financial matters accurately and in an open manner. The committee is to coordinate with the auditor and the responsible executive members to produce financial reports quarterly and annually. The audit committee may suggest the auditor to review or check any item that is deemed necessary and important during the Company’s period of audition. 2. Review for the Company and its subsidiaries with regards to suitable and efficient Internal Control system and Internal Audit System. The audit committee is to consider the independence of the Internal Audit Office as well as to approve the appointment, transfer or dismissal of the head of internal audit office or any other unit under jurisdiction with regards to internal audition. 3. Review the work of the Company and its subsidiary companies to make sure that it is in compliance with the legislation on securities and the Stock Exchange of Thailand, regulations of the Stock Exchange of Thailand and other legislation related to the Company’s businesses. 4. Select and nominate persons who are independent to become auditors of the Company and the Com pany’s subsidiary. The audit committee is to determine the pays for auditions taking into account the credibility, the availability of resources and the amount of auditing work of that Accountancy Office as well as the experience of those assigned to audit the Company’s accounts. The audit committee is to hold at least one meeting a year with the auditors without the managers. 5. Consider connected items/transactions or any item that suggests a conflict of interest to comply with the legislation and the regulations of the Stock Exchange of Thailand. This is to ensure that such items are reasonable and are for the best interest of the Company. 6. Produce reports of the audit committee which are to be revealed in the Company’s annual reports. Such reports are to be signed by the Chairman of the Audit Committee. A report should comprise the following information; a. Opinions on the accuracy, completeness and credibility of the production and revelation of information in the financial reports of the Company and its subsidiary companies. b. Opinions on the sufficiency of the internal audit system of the Company and its subsidiary companies. c. Opinions on the compliance with the legislation on securities and the Stock Exchange of Thailand, the regulations of the Stock Exchange of Thailand or legislation related to the businesses of the Company and its subsidiary companies. ANNUAL REPORT 2013

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d. e. f. g. h.

Opinions on the suitability of the auditors of the Company and its subsidiary companies. Opinions on certain items/transactions that may result in conflict of interests. The number of Audit Committee meetings and the attendance of each member of the Audit Committee. General opinions or observations that the Audit Committee has received from working according to the Charter. Any other opinion that is deemed beneficial for shareholders and general investors to know under the scope of duties and responsibilities assigned from the Company’s Board of Directors.

The Audit Committee is to work for any other assigned task from the Company’s Board of Directors that has been agreed by the Audit Committee for instance, a review on the policy on financial management and risk management, a review on the compliance with the business ethics of the executive members, a review with the Company’s executives on important reports that are to be publicised following the legislation including the report and analysis of the executives (MD&A). The three members of the Company’s Audit Committee are from the independent board members who are qualified according to article 16 of the Announcement No. Tor Jor. 28/2551 by Capital Market Supervisory Board.

ANNUAL REPORT 2013

Nomination and Remuneration Committee In 2013, the Nomination and Remuneration Committee comprised the following persons;

No. 1. 2. 3.

Name Mrs.Vipavee Boonyaprasit Mr.Kachen Benjakul Mrs.Voraporn Chaona

Position Chairman of the Committee Committee Member Committee Member

Remarks 1. Numbers 1 and 2 were independent committee members 2 Mrs.Voraporn Chaona was the secretary of the Nomination and Remuneration Committee.

Scope of duties and responsibilities of the Nomination and Remuneration Committee. Duties and Responsibilities with regards to the Nomination Process

1. The committee is to determine policy, criteria and method of recruitment, selection and nomination of the Company’s Board of Directors and the Nomination Committee as assigned by the Company’s Board of Directors and submit the nominations to the Company’s Board of Directors for approval to replace the positions of the Company’s Board of Directors/ Nomination Committee that are vacant regardless of the reason for vacancy. 2. Carefully verify the nominated person for qualifications according to the legislation and regulations of related organisations. 3. Contact persons who have qualifications corresponding to the determined criteria in order to be confident that such persons are prepared to become members of the Company’s Board of Directors should they be appointed from shareholders. 4. The nomination committee may be assigned to nominate high-level executives especially the managing director or the chairman of the executive personnel.

Duties and Responsibilities with regards to the Remuneration

1. The committee is to consider the forms and criteria of appropriate remuneration in terms of pays for the Company’s Board of Directors and Managing Director to ensure the appropriate forms and criteria of remuneration. 2. Consider the criteria of performance assessment of the Managing Director and present them to the Company’s Board of Directors for approval. 3. Consider and determine annual pays for the Company’s Board of Directors and the Managing Director. The pays for the Company’s Board of Directors are to be entered as an agenda for the approval from the AGM of shareholders. 4. Consider conditions and details of the sales of new securities or share warrants for members of the Board of Directors and employees (if any). 5. Work for any other duties assigned by the Company’s Board of Directors.

In order to facilitate the efficient work of the Remuneration Committee, the Remuneration Committee is to act in the following ways; (1) In following the scope of duties and authority, the Remuneration Committee is to invite the managing department or the supervisors to attend meetings to explain or to submit relevant documents. (2) The Nomination and Remuneration Committee may ask for professional opinions from external experts or advisors from the Company’s expenses. ANNUAL REPORT 2013

Executive Committee In 2013, there were 9 members in the Executive Committee

No. 1. 2. 3. 4. 5. 6. 7. 8. 9.

Name Mr.Prasong Tharachai Mr.Somphant Hongchintakul Mr.Tat Thongpakdi Mr.Phongthon Tharachai Mr.Somchai Vongsvangrasme Mr.Nopparat Narin Mr.Theerathon Tharachai Mr.Wanchai Ruangsup-anek Mr.Voradej Piemsuwan

Position Chairman of the Committee Vice Chairman of the Committee Committee Member Committee Member Committee Member Committee Member Committee Member Committee Member Committee Member

Miss Rungnapa Srichuai was the secretary of the Executive Committee.

Scope of Duties and Responsibilities of the Executive Committee.

1. Produce and present business policies, targets, operational plans, business strategies and annual budgets of the Company to the Company’s Board of Directors for approval. 2. Determine business plans, the administrative authority and the Company’s budgets to seek approval from the Company’s Board of Directors. 3. Supervise the conduct of businesses of the Company to comply with business policies, targets, operational plans, business strategies and budgets approved by the Board of Directors to ensure that they are efficient and facilitating businesses. 4. The Executive Committee is authorised to approve loans or application for a loan from a financial institution as well as to pay or to dispense money for ordinary transactions of the Company’s businesses for instance investment and other expenses under the budget determined following the Summary Table of General Approval Authority announced (the latest version of Summary Table of General Approval Authority has been valid since 9 June 2012). 5. Determine the structure of the organisation and the administration that are efficient covering the recruitment, training, employment and termination of employment of the Company’s employees at the level of executive members or high-level executives. The managing director may be assigned to be the authorised person signing an employment contract. 6. Monitor, supervise and approve on matters related to the Company’s operations. The committee may appoint or assign any one person or a group of persons to act on behalf of the Executive Committee as deemed appropriate. The Executive Committee may revoke, change or alter such authority. 7. Act as assigned by the Company’s Board of Directors. 8. The Executive Committee is to report to the Company’s Board of Directors immediately should there be an incident of corruption or a suspicion of corruption, violation of a law and an abnormal act causing significant damage to the Company’s reputation and the financial status. With regards to the above provision of authority to the Executive Committee, an item/matter that the Executive Committee or an individual (in the Committee) may be in conflict, may have stakes in or may have any other conflict of interests with the Company or its subsidiary companies. Should that incident arises, the concerned member(s) of the Executive Committee will not have the right to vote on that matter. The approval of an item that may result in a conflict of interests as mentioned above is to follow the announcement of the Stock Exchange of Thailand on the regulations, method and revelations of related items of the registered companies. ANNUAL REPORT 2013

Risk Management Committee In 2013, the 3 members of the Risk Management Committee were as follows;

No.

Name

1. 2. 3.

Mr.Wanchai Wachirawatnathamrong Mr.Prawat Kitipongpairoj Mr.Kamon Wiriyachok

Position Chairman of the Risk Management Committee Member of the Risk Management Committee Member of the Risk Management Committee

Scope of Duties and Responsibilities of the Risk Management Committee

1. Monitor and supervise the development and participate in the annual analysis of the strategies of the organisation’s risk managements. 2. Develop and screen the risk levels deemed acceptable by the organisation and screen for the acceptable deviations of the risks. 3. Provide directions and monitoring methods to the head of risk management personnel. 4. Assess significant risks and report to the Company’s Board of Directors. 5. Assess the Company’s risk reports. 6. Review the actual performance and compare it with the targets and plans that are determined every quarter.

ANNUAL REPORT 2013

Management Structure In 2013, the Management Team comprised six persons with details as follows;

No.

Name

Position

1. 2. 3. 4.

Mr.Tat Thongpakdi Mr.Phongthon Tharachai Mr.Somchai Vongsvangrasme Mr.Nopparat Narin

Mr.Theerathon Tharachai

Mrs.Voraporn Chaona

Managing Director Deputy Managing Director Assistant to the Managing Director on Projects Assistant to the Managing Director on Business Development Assistant to the Managing Director on Finances and Administration Director of Accounting

Scope of Duties and Responsibilities of Managing Director

1. The Managing Director is authorised to supervise the Company’s management to comply with the policies determined by the Board of Directors or the Executive Committee and to report the outcomes to the Company’s Board of Directors or the Executive Committee respectively. 2. Consider the allocation of annual budget produced by the Management team to submit to the Executive Committee for approval as well as monitor the disbursements of annual budget of each agency. 3. Evaluate the Company’s performance regularly to prevent risks from internal and external factors. 4. The Managing Director is authorised to issue orders, rules, announcement and memoranda to ensure that the operations comply with the policies of the Company’s Board of Directors or the Executive Committee or for the best interests of the Company. 5. The Managing Director is authorised to approve the purchases and expenses related to normal operations of the Company. The Managing Director is to ensure that expenses in operation, administration and investment are within and according to the budget approved by the Company’s Board of Directors or the Executive Committee following the Summary Table of General Approval Authority announced (the latest version of Summary Table of General Approval Authority has been valid since 9 June 2012). 6. Consider the issue of binding the Company’s right(s) and property with an individual, company, shop or a financial institution and submit to the Executive Committee for approval. 7. Consider the Company’s profits and losses, interim dividend payments or annual dividend payments and submit to the Company’s Board of Directors for approval. 8. Act to support the Company’s operations as authorised by the Company’s Board of Directors in com pliance with the policies issued by the Board of Directors. The Managing Director is under the jurisdiction of and directly accountable to the Executive Committee. The Managing Director is to act according to the ways and policies determined by the Executive Committee. The Managing Director has no authority to act in any way related to the item or issue that the Managing Director or an individual may have conflict with, have stakes in or have a conflict of interest in any other way related to the Company or its subsidiary companies (if any) following the rules and regulations issued by the Capital Market Supervisory Board or any other related organisation. The Company’s Board of Directors is authorised to change and amend the scope of duties and authority of the Managing Director as deemed necessary or appropriate.

ANNUAL REPORT 2013

Various Committees in 2013

(1 January 2013- 31 December 2013) Name

Committee Board of Directors

1. Mr.Prasong Tharachai 2 Mr.Somphant Hongchintakul 3. Mr.Tat Thongpakdi 4. Mr.Phongthon Tharachai 5. Pol.Lt.Gen.Nukool Jeamanukoolkit 6. Mrs.Vipavee Boonyaprasit 7. Mr.Kachen Benjakul 8. Mr.Theerathon Tharachai 9. Mr.Somchai Vongsvangrasme 10. Mr.Wanchai Ruangsup-anek 11. Mr.Nopparat Narin 12. Mr.Voradej Piemsuwan 13. Mr.Wanchai Wachirawatnathamrong 14. Mr.Prawat Kitipongpairoj 15. Mr.Kamon Wiriyachok 16. Mrs.Voraporn Chaona

     

Audit Committee

Nomination and Remuneration Committee

Executive Committee

Risk Management Committee

      

Entered during the term



      

   



Remarks 1. Mr.Tat Thongpakdi became a director following the resolution of the Shareholders’ AGM 2013 on 17 April 2013 2. Mr.Theerathon Tharachai became a member of the Executive Committee following the resolution of the Company’s Board of Directors 1/2013 on 23 February 2013. 3. Mr.Voradaj Piemsuwan became a member of the Executive Committee following the resolution of the Company’s Board of Directors 2/2013 on 11 May 2013. 4. Mr.Kamon Wiriyachok became a member of the Risk Management Committee fol lowing the resolution of the Company’s Board of Directors 1/2013 on 23 February 2013.

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Board/Committee Members who retire/resign during the year (1 January 2013- 31 December 2013) รายชื่อ

Committee Board of Directors

1. 2. 3.

Nomination and Remuneration Committee

Executive Committee

Risk Management Committee

Entered during the term



1. Mr.Athit Hongchintakul 2. Mr.Narongrit Pakdeesatitwara 3. Mr.Kantanat Chaipermsak Remarks:

Audit Committee



Mr.Athit Hongchintakul has retired as his term came to an end since 17 April 2013 Mr.Narongrit Pakdeesatitwara has resigned from the Executive Committee since 7 January 2013. Mr.Kantanat Chaipermsak has resigned from the Risk Management Committee since 23 February 2013.

Summary Table of the General Approval Authority Position

Approval Authority (Baht per item/project) Agreement for a service

Investment

The Company’s Board of Directorห Over 20,000,000 Executive Committee Over 50,000,000 2,000,000 – 20,000,000 Managing Director Not more than 2,000,000 – 50,000,000 2,000,000 Deputy Managing Director Not more than --2,000,000 Assistant to the Managing Director ----on Finances and Administration Assistant to the Managing Director -----

General Expenses

Over 2,000,000 100,000 – 2,000,000 20,000 – 100,000 20,000 – 100,0001 20,000

Remark : – The latest version of the Summary Table for General Approval Authority has been in effect since 7 November 2012.

ANNUAL REPORT 2013

Nomination of the Board of Directors and the Executives Persons who are appointed as members of the Board of Directors and the Executives of the Company are those who are qualified in accordance with article 68 of the Public Company Act 1992 and the Announcement of the Capital Market Supervisory Board No. Tor.Jor.28/2551 on the request and the permission to sell new shares dated 15 December 2008. The qualified persons must not be of forbidden character according to the Announcement of the Capital Market Supervisory Board on the Regulations related to the executives of a Company issuing securities. All members of the Board of Directors and executives must not have any record of violating law within the last 10 years before the date of submitting the request. All persons must not have a record of bankruptcy, violation of rules, regulations, announcements, orders, resolutions of the Board of Directors or the agreement on security registration with the Stock Exchange of Thailand and the circular notice at the Stock Exchange of Thailand as well as a dispute or a case that has not been fully judged or solved.

Components and the Recruitment of the Board of Directors

1. The Company comprises at least 5 members in the Board of Directors. At least half of the directors reside in the kingdom and they are to qualify with the regulations determined by law. 2. Members of the Board of Directors are to be elected in a shareholders’ meeting through the following regulations and procedure; 2.1. Each shareholder is to have the number of votes equals to the number of shares one holds. 2.2. Each shareholder is to use all the votes that one possesses to elect one or more than one person as member(s) of the Board of Directors. However, it is not possible to divide the votes unequally to different candidates. 2.3. Those candidates who receive the number of votes in descending order are to become the members of the Board of Directors as the number of the Board allows or as the number of vacancy of the Board of Directors to be elected at that time. In case the votes are equal and the number of the members to be elected at that particular time has been reached, the chair man is to provide a final vote on the matter. 3. At a shareholders’ AGM, at least 1/3 of the members of the Board of Directors are to stand down. If the number of the members cannot be divided into three groups, the number of those standing down has to be closest to 1/3. Those members of the Board of Directors may be reinstated into their positions as members of the Board of Directors should the meeting votes them back. Members of the Board of Directors who are to stand down in the first and second year after the Company’s registration are to be selected randomly. Afterwards, those members who have been in the positions the longest are to stand down. 4. Any member of the Board of Directors wishes to resign is to submit the resignation to the Company. The resignation takes effect from the date the resignation reaches the Company. 5. In case there is a vacancy in the Board of Directors that is not due to the termly retirement, the Board of Directors is to select a person who is qualified and is not of forbidden character according to the law to become a member of the Board of Director in the next meeting of the Board of Directors. Unless the remaining term of that Board member is less than two months, the person replacing the Board member may be in the position for the remaining term only. The resolution of the Board of Directors in appointing a person replacing a Board member needs to comprise at least ¾ of the votes of the remaining Board members. 6. A shareholders’ meeting may vote to ask any Board member to stand down before his/her term ends with at least ¾ of the votes of shareholders who attend the meeting and are eligible to vote with the accumulated shares of those who vote for a member standing down at least half the number of shares held by shareholders who attend the meeting and are eligible to vote. 7. A member of the Board of Directors may or may not be a shareholder of the Company. 8. One board member is to be selected as the Chairman of the Board of Directors. One or more other member(s) may be selected as vice chairman and managing director should the Board deems appropriate. ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

The vice chairman has the duties according to the regulations in businesses assigned by the Chairman of the Board of Directors.

Components and the Recruitment of the Audit Committee

Members of the Audit Committee of the Company are to be appointed by the Board of Directors to the positions of the Company’s Board of Directors. They are to be qualified according to the legislation on securities and the Stock Exchange of Thailand as well as announcement, regulations and/or rules of the Stock Exchange of Thailand. The Audit Committee comprises at least three members. One member in the Audit Committee is to have good knowledge in Accounting and Finance. The term of a member of the Audit Committee is three years from the date of appointment. When the term lapses and the shareholders’ meeting has not appoint a new Audit Committee, the incumbent Audit Committee is to continue working until the Company’s Board of Directors or the shareholders’ meeting appoints a new committee to replace the incumbent Committee whose term has lapsed and/or whose members’ terms have lapsed as members of the Board of Directors. Members of the Audit Committee that have been selected must be independent members and are qualified to be members of the Audit Committee.

Qualifications of an Independent Member

• Holds shares of not more than 1 percent of the total number of shares that may be counted as votes of the Company, the Main Company, subsidiary Companies, joint-companies, large shareholders or those who are authorised to control the Company. The number of shares held by an independent member is to include the shares held by those related to that particular independent member. • An independent member is not and has never been a member of the Board that has the authority to supervise the businesses, employees, personnel, salaried consultants or those who have the authority to control the Company, the Main Company, subsidiary companies, joint-companies, same-level subsidiary companies, large shareholders or of those who have the authority to control the Company unless the member has been out of such position for at least 2 years prior to the date of submitting a request to the Office. Such forbidden character does not include the case where an independent member had been a civil servant or a consultant of a government agency who is a large shareholder or the authorised entity that controls the Company. • An independent member is not to have a blood relationship or legal relationship as a parent, spouse, sibling and child including a spouse of a child of an executive, large shareholder, an individual with the authority to control or the person who is about to be nominated as an executive or the individual with the authority to control the Company or its subsidiary companies. • An independent member does not have and has never had a business relationship with the Company, the Main Company, a subsidiary company, joint-company, a large shareholder or an individual with the authority to control the Company in a way that may obstruct the use of one’s independent thoughts. An independent member is not and has never been a significant shareholder or an individual with the authority to control under a person who has a business relationship with the Company, the Main Company, a subsidiary company, a joint-company, a large shareholder or a person with the authority to control the Company unless the member has left that position for at least 2 years prior to the date of submission of the request to the Office. • An independent member is not and has never been an auditor of the Company, the Main Company, a subsidiary company, a joint-company, a large shareholder or an individual with the authority to control the Company. An independent member must not be a significant shareholder, an individual with the authority to control or a partner of the auditing office which auditor(s) of the Company, the Main Company, a subsidiary company, a joint-company, a large shareholder or an individual with the authority to control the Company works for unless the member has left that position for at least 2 years prior to the date of submission of the request to the Office. • An independent member is not and has never been a provider of any professional service including the service of legal consultancy or financial consultancy receiving a service fee of more than 2 million baht a year from the Company, the Main Company, a subsidiary company, a joint-company, a large shareholder

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

• •

or an individual with the authority to control the Company. An independent must not be a significant shareholder, an individual with the authority to control or a partner of a provider of a professional service unless the member has left that position for at least 2 years prior to the date of submission of the request to the Office. An independent member is not a member appointed to represent the Company’s Board of Directors, a large shareholder or a shareholder who is related to a large shareholder. An independent member does not operate a business that is of similar type and significantly competing with the business of the Company or a subsidiary company. An independent member must not be a significant partner in a partnership or a committee member who participates in the management, an employee, a personnel, a regularly paid consultant or a shareholder with more than 1 percent of the total shares eligible to vote of another Company that operates in a similar type and significantly competing with the business of the Company or a subsidiary company. There is no other quality that prevents one from giving an independent opinion on the Company’s operations. An independent member with the above qualifications may be assigned by the Company’s Board of Directors to decide in the operations of the Company, the Main Company, a subsidiary company, a joint-company, a subsidiary company of the same level, a large shareholder or an individual with the authority to control in the form of collective decision.

Qualifications of an Audit Committee Member

• An Audit Committee member must not be a member who has been assigned by the Board of Directors to decide on the operations of the Company, the Main Company, a subsidiary company, a jointcompany, a subsidiary company of the same level, a large shareholder or an individual with the authority to control the Company and; • An Audit Committee member must not be a member of the Board of Director of the registered Main Company, subsidiary company or a subsidiary company of the same level. • An Audit Committee member has enough knowledge and experience to act as a member of the Audit Committee. At least one member of the Audit Committee needs to have enough knowledge and experience to review the credibility of the financial statements. • An Audit Committee member performs duties in the same way that is determined in the announcement of the Stock Exchange of Thailand on the qualifications and the scope of the work of the Audit Committee.

Components of the Nomination and Remuneration Committee

1.1 The Nomination and Remuneration Committee is appointed by the Company’s Board of Directors. It comprises mostly independent members. 1.2 There must be at least 3 members in the Committee. 1.3 The chairman of the Nomination and Remuneration Committee is an independent member. 1.4 Members of the Nomination and Remuneration Committee apart from those characterised in 1.1 should not participate in the remuneration of the managing director. 1.5 The Company’s Board of Directors appoints the secretary of the Nomination and Remuneration Committee.

Components and the Recruitment of the Executive Committee

The Executive Committee comprises not more than 9 members. They need to be members of the Company’s Board of Directors or the high-level executives of the Company. Individuals in the following positions are to be automatically considered as members of the Company’s Board of Directors by their positions; (1) Managing Director (2) Deputy Managing Director ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

(3) Assistant to the Managing Director on Projects (4) Assistant to the Managing Director on Financial and Administrative Affairs (5) Assistant to the Managing Director on Business Development The meeting of the project directors is to nominate the suitable project directors to become the Executive Committee to the Company’s Board of Directors in order for the Board of Directors to appoint such persons as members of the Executive Committee. Members of the Executive Committee recruited from the project directors are limited to not more than 2 persons. The term of these appointed executive committee members is 2 years. They are limited to 2 consecutive terms. Apart from these, the Company’s Board of Directors may nominate not more than 2 other persons to become members of the Executive Committee as deemed appropriate.

Components and the Recruitment of Risk Management Committee Members

The Risk Management Committee comprises of not more than 3 members who are appointed by the Company’s Board of Directors.

Components and the Recruitment of the Managing Director

The Managing Director is nominated by the Executive Committee by selecting from the members of the Executive Committee. The selection is to be submitted to the Company’s Board of Directors for approval and appointment of the nominated person as the Managing Director. The Managing Director’s term is 4 years. There is a term limit of 2 consecutive terms.

ANNUAL REPORT 2013

Meeting Attendance of Various Committee Members (Number of Times) ( 1 January -31 December 2013 ) Name

Committee Board of Directors

1. Mr.Prasong Tharachai 2 Mr.Somphant Hongchintakul 3. Mr.Tat Thongpakdi 4. Mr.Phongthon Tharachai 5. Pol.Lt.Gen.Nukool Jeamanukoolkit 6. Mrs.Vipavee Boonyaprasit 7 Mr.Kachen Benjakul 8 Mr.Theerathon Tharachai 9 Mr.Somchai Vongsvangrasme 10. Mr.Wanchai Ruangsup-anek 11. Mr.Nopparat Narin 12. Mr.Voradaj Piemsuwan 13. Mr.Wanchai Wachirawatnathamrong 14. Mr.Prawat Kitipongpairoj 16. Mr.Kamon Wiriyachok 17. Mrs.Woraphorn Chaona Remarks 1. 2. 3. 4.

5/5 4/4 5/5 5/5 5/5 4/5

Audit Committee

Nomination and Remuneration Committee

Executive Committee

Risk Management Committee

9/12 12/12 12/12 12/12 4/4 4/4 4/4

2/2 2/2 11/12 9/12 8/12 10/12 6/7 5/5 4/5 3/4 2/2

Mr.Tat Thongpakdi became a director following the resolution of the Shareholders’ AGM 2013 on 17 April 2013 Mr.Theerathon Tharachai became a member of the Executive Committee following the resolution of the Company’s Board of Directors 1/2013 on 23 February 2013. Mr.Voradej Piemsuwan became a member of the Executive Committee following the resolution of the Company’s Board of Directors 2/2013 on 11 May 2013. Mr.Kamon Wiriyachok became a member of the Risk Management Committee following the resolution of the Company’s Board of Directors 1/2013 on 23 February 2013.

ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

Board/Committee Members who retire/resign during the year (1 January 2013- 31 December 2013) Name

Committee Board of Directors

1. Mr.Athit Hongchintakul 2. Mr.Narongrit Pakdeesatitwara 3. Mr.Kantanat Chaipermsak Remarks: 1. 2. 3.

ANNUAL REPORT 2013

Audit Committee

Nomination and Remuneration Committee

Executive Committee

Risk Management Committee

1/1 1/1

Compensations for members of the Board of Directors and the Comparison of compensations between various committees between 2012 and 2013. Financial Compensations

a) The Company’s Board of Directors Shareholders’ AGM 2013 held on 17 April 2013 has approved compensations for the Company’s Board of Directors within the budget of 2.00 million baht with the following details; • Meeting Allowances

Position

Meeting Allowance (per meeting)

Chairman of the Board of Directors Vice Chairman of the Board of Directors Director Chairman of the Audit Committee Audit Committee Member

15,000 Baht 13,000 Baht 10,000 Baht 15,000 Baht 10,000 Baht

• Special Compensations (Bonuses) Special Compensations depend on the performance of the Company. However, there is a limit of not more than 2 percent of the net profits before tax. The Chairman of the Board of Directors is to allocate these special compensations to each director and member of committees as deemed appropriate.

Summary of the Company’s Compensations 2011-2013 รายชื่อคณะกรรมการ

Mr.Prasong Tharachai Mr.Somphant Hongchintakul Mr.Athit Hongchintakul Mr.Tat Thongpakdi Mr.Phongthon Tharachai Pol.Lt.Gen.Nukool Jeamanukoolkit Mrs.Vipavee Boonyaprasit Mr.Kachen Benjakul Total

2011

2012

2013

Board of Directors

Audit Committee

Board of Directors

Audit Committee

146,250 100,500 97,500 97,500 116,250 97,500 97,500 753,000

60,000 40,000 40,000 140,000

175,000 120,000 10,000 110,000 120,000 150,000 120,000 110,000 915,000

60,000 40,000 40,000 140,000

Nomination and Remuneration Committee

20,000 20,000 40,000

Remarks : Members of the Company’s Board of Directors relinquished their compensations as members of the Board of Directors from the founding of the Company until April 2012. Those members who were also executives of the Company only received compensations as executives only. ANNUAL REPORT 2013

TRUSTWORTHY PROJECT MANAGER

b) Compensations for the Executives The Company pays compensations to executives in the form of salaries, consultancy pays, bonuses and various welfare for instance allowances, provident fund and telephone allowances. Senior engineers who are the project consultants, consultants or project directors will receive additional compensations in the rates based on the professional service rates (in respective positions) indicated in the contracts agreed with the project owners who are the clients. /1 ค่าตอบแทนผู้บริหาร Salaries, Bonuses and Welfare compensations (Excluding compensations as the Company’s Board of Directors) Total

2011

2012

2013

Number (Persons)

(Million Baht)

Amount

Number (Persons)

(Million Baht)

Amount

Number (Persons)

(Million Baht)

30.44

32.08

30.96

30.44

32.08

Amount

30.96

Remarks : - Compensations for executives include compensations for the Chairman of the Executive Committee and the Vice Chairman of the Executive Committee. /1 – The above compensation rates have been determined from the founding of the Company and they have been used up until today. If there is a change in those compensation rates, the Company needs to submit the proposal to the Audit Committee for opinions and the Company’s Board of Directors for approval of such change (following the resolution of the meeting of the Board of Directors 3/2012 on 11 September 2012).

Other Compensations -none-

ANNUAL REPORT 2013

Report on shareholding of the Company’s Board of Directors No.

Company’s Board of Directors

Mr.Prasong Tharachai

2 3 4 5 6 7

Mr.Somphant Hongchintakul Mr.Tat Thongpakdi Mr.Phongthon Tharachai Pol.Lt.Gen. Nukool Jeamanukoolkit Mrs.Vipavee Boonyaprasit Mr.Kachen Benjakul

Position

Shares in Shares in possession as of possession as of End of 2012 End of 2013 (28 December (27 December 2012) 2013)

Increase (Reduction)

Chairman of the 38,266,800 41,048,600 2,781,800 Board of Directors Director 56,666,800 68,666,800 12,000,000 Director 5,600,000 5,600,000 Director 29,500,000 35,055,300 5,555,300 Director Director Director -

ANNUAL REPORT 2013

Report on Corporate Governance Implementation Project Planning Service PLC is committed to adhere to the guidelines of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission to raise the standard of corporate governance to the international level. This is to ensure the efficiency, effectiveness in the administration and fairness for shareholders, investors, creditors, government personnel, clients, the general public and all relevant parties as well as to administer the operations of the company efficiently. There are clear assignments of the company’s administration. The company’s Board of Directors determines policies and supervises the administration of the executives to correspond to the objectives and policies of the company. The executives have the duty to manage the businesses to generate profits. However, the Board of Directors and the executives are still responsible to treat all relevant party such as employees, creditors, the government, clients, community and society equally. Previously, the company had produced a written policy on good corporate governance which had been effective since June 9, 2012 and the initial title was the Policy on Good Governance, Project Planning Service PLC. After a review of the content, the title has been changed into the Policy on Good Corporate Governance of Project Planning Service PLC which has been effective since February 26, 2014. This revised version emphasizes the Policy on Good Corporate Governance of the company to cover and ensure that various operations of the organization comply with the law which forms an international rule. The contents have been made to be accurate, complete and up-to-date in order for every party to be able to apply it to changing situations. Such policy has been disseminated to all board and committee members as well as employees of the company for acknowledgement and practice. The policy has been publicized on the company’s website, www.pps.co.th for further reference. The company has adhered to and implemented the Principles of Good Corporate Governance for Listed Companies 2006 in which the company has adopted following recommendation by the Stock Exchange of Thailand. The results of the implementation may be divided into 5 categories with details as follows;

1 Rights of Shareholders

As the owners, the shareholders are entitled to dictate the company's direction or decide on matters of significant impacts. The company respects the rights and equality of each shareholder and adheres to the principle of fairness as indicated in the company’s regulations and other relevant legislation. Basic rights of shareholders that are upheld equally include the right to grant the power of attorney for other persons to attend the meetings and vote on their behalves, the right to add meeting agenda, the right to nominate a person to become a board member, the right to vote in elections or impeach board members individually, the right to vote for the appointment and remuneration of auditors, the right to vote in various businesses of the company, the right to receive dividends, the right to provide opinions and ask questions in shareholders’ meetings, the right to receive information in a sufficient and timely manner. The company also facilitates to shareholders to attend the meeting and vote. The company supervises the compliance with such policy as well as other regulations determined by law closely to protect rights of shareholders.

1.1 Shareholders’ Meeting

Before a Meeting, the company schedules an annual general meeting of shareholders (AGM) within four months of the annual closing date of its accounting books. In 2013, the company decided to call the shareholders’ meeting on April 17, 2013 from 10.00-12.00 at Room 1101, the Stock Exchange of Thailand, Number 62, Ratchadapisek Road, Khlong Toei, Bangkok, 10110. The call for meeting was issued as written invitation letters indicating the venue, date, time, the meeting agenda and the points to be proposed in the meeting together with appropriate details and reasons. Points were clearly marked as points for acknowledgement, for approval or for consideration. Opinions of the board members on such issues were included. The invitations were then sent to shareholders and the registrar for their acknowledgement. Each invitation had the Power of Attorney form attached for any shareholder who cannot attend the meeting. Invitations were sent by registered post at least 7 days in advance prior to the meeting date. The meeting details were announced in newspaper(s) for three

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

consecutive days at least 14 days in advance prior to the meeting date following the company’s regulations or the legislation. The company had set a target for sending out complete shareholders’ meeting invitations at least 21 days in advance as well as publicizing the meeting details on the company’s website at least 30 days in advance in order to allow the shareholders enough time to prepare themselves for the meeting. The company regards the shareholders’ meetings highly. The management and the share registrar of the company were responsible for the organization of a shareholders’ meeting, sending out invitations, preparing the venue that was convenient and select date and time that are appropriate, providing information with regards to the meeting, facilitating the meeting as well as preparing information that was sufficiently revealed to assist the decision-making of shareholders in meetings. The chairman of the board allocated timings that were proper and encouraged shareholders to have an equal opportunity to provide opinions and ask questions at the meeting following the meeting’s regulations. The Board of Directors ensured that the meeting proceeds according to the order of the agenda and did not add an item without notifying shareholders in advance. On the Meeting Day, the company took into account the convenience of the shareholders in attending meetings. Hence the company opted for the Stock Exchange of Thailand building. The company had prepared to conduct the meeting in a smooth and appropriate manner. Such preparations included the preparation of the venue that was conveniently reached with appropriate numbers of receptionists and registration personnel, the use of Barcode system in registration and counting of the votes. The shareholders could register for the meeting 1 hour in advance prior to the meeting. The ballots were sufficiently prepared for all shareholders in accordance with the agenda of the meeting. The AGM Meeting in 2013 Started, all seven members of the company’s Board of Directors, the company’s secretary and the company’s auditor took their seats to begin the meeting. And also, Law Office Limited was invited to attend the meeting as an observer to ensure that the meeting complied with the law and the company’s regulations. Moreover, all members of the Board of Directors and committees especially the chairman of the Board of Directors and the chairmen of committees as well as the company’s high-level executives all attended the meeting to answer questions from shareholders. The chairman informed the meeting that the company’s secretary was assigned to call the number of shareholders who attended the meeting both in person and with proxies. The secretary informed the shareholders of their rights according to the regulations of the company. After explaining the company's rules on the method of voting by using different ballots for each minute of the meeting in particular and vote counting for individual agenda items, the chairman clearly addressed how to vote on each agenda item. These were in order to ensure that the shareholders could vote in a transparent and accountable manner. During the Meeting The chairman ensures that the meeting proceeds according to the order of the agenda and does not add an item without notifying shareholders in advance. Each minute is given appropriate time for discussion and voting. Accurate information of the auditor is given accurately and sufficiently to shareholders to reflect the independence of the auditor. Once information has been provided for each item, the chairman gives the floor to all attendants to express opinions or recommendations and ask questions, giving adequate time for debate. The chairman and the management are to address and answer all questions clearly and precisely, treating all questions with due respect. In order for the company’s meeting to be accountable, the company had arranged for the recording of the meeting including questions from the shareholders and answers as well as vote results for each minute in written form with breakdowns of those shareholders who agreed, disagreed and abstained. The minutes of the meeting must be completely and accurately recorded. After the shareholders’ meeting, the company duly submitted the summary of resolutions made to SET and the SET Board before the Stock Exchange opened its next round of trade. It also duly submitted the report of the shareholders' meeting with minutes, voting records, and every question raised by shareholders to SET and the SET Board within 14 days after the meeting. Moreover, the company sent the annual report and copies of balance sheets and revenue accounts that had been audited by the auditor and approved by the shareholders’ meeting as well as copies of the shareholders’ meeting reports related to the approval of balance sheets, the allocation of profits and the division of dividends to the Public Company Registrar. For balance sheets, the company would publicize for the general public in newspaper at least 1 day within 1 month from the date that the shareholders’ meeting approved of it. ANNUAL REPORT 2013

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Moreover, the report of the shareholders’ AGMs and extraordinary meetings are accessible through the company's website.

1.2 Responsibilities to the Shareholders

The company’s Board of Directors have duty to ensure that the executives and employees have integrity and responsibility on their jobs which create the confidence and acceptance to large and small shareholders that the company concern the basic lawful rights and maximize their profit. Moreover, shareholders need to be able to exercise the right to look after their interests be it voicing opinions and suggestions and voting to decide on significant changes including the election of the Board of Directors and the remuneration of the Board of Directors members and the committees, the allocation of profits and the payment of dividends as well as appointment and remunerations of auditor(s) at the shareholders’ meeting. The company is to reveal the information that is truthful, accurate, complete and accountable. For the Board of Directors remuneration, the Board of Directors has to propose it to the shareholders for approval every year and attach the Board of Directors remuneration policy for the shareholders consideration as well.

2 Equitable Treatment of Shareholders

The company treats all shareholders fairly regardless of different shareholding proportions, foreign or Thai shareholders by conducting the guideline for equitable treatment of shareholders. The rights of equal treatment that shareholders could expect to receive from the company described as follows; To enable minor shareholders to earnestly take part in business, the company has defined the criteria and consideration process for entitling them to propose meeting agenda items and/or nominate directors in advance including the selection of qualified directors to perform their duties efficiently in the best interests of the company and all stakeholders alike. The proposal of meeting agenda items and the nomination of directors by shareholders could be done through www.pps.co.th between November 13, 2012 – January 7, 2013. However, no shareholder proposed a meeting agenda item or director nominee. To maintain the rights of shareholders who cannot attend the 2013 AGM in person, the company had sent types a, b, and c. of the Power of Attorney forms in accordance with the Notification of the Department of Business Development, Ministry of Commerce on the Determination of Forms of Power of Attorney (5th version) 2007. The types include the ordinary form and the form in which a shareholder may determine the direction of the votes. A shareholder could grant the power of attorney to any one individual or a member of the audit committee approved by the company (ต้นฉบับไม่ชัดเจน-ผู้แปล) for voting on behalf of shareholders. The company will be responsible for attaching revenue stamps on power of attorney forms of shareholders. With regards to the election of the Board of Directors agenda, a shareholder could exercise the right to elect a member of the Board of Directors individually. The amount of votes for a shareholder equals to the number of shares owned by the shareholder; in other words, one share equals to one vote. On the day of the shareholders’ AGM 2013, the company proceeded according to the company’s policy that requires all members of the Board of Directors to attend the meeting. On that day, seven members of the Board of Directors which is equivalent to 100 percent of the company’s Board of Directors attended the meeting. Once the meeting commenced, the company’s secretary explained the procedure of voting and counting the votes to shareholders following the regulations of the Company with regards to voting namely each share equals one vote and the open/transparent voting procedure. The Company had prepared ballots to shareholders for every minute/agenda. With regards to the appointment of members of the Board of Directors, the company provided the opportunity for shareholders to exercise the right to consider the appointment individually. The meeting proceeded according to the order of the agenda and did not add an item without notifying shareholders in advance. The regulations of the company were strictly upheld. The chairman of the Board of Directors presided over the meeting and provided opportunities for shareholders to voice their opinions and give suggestions to the meeting with sufficient and appropriate amount of time before voting in each minute of the meeting. Shareholders voted using ballots that the company prepared for shareholders. Once shareholders had voted, the company would immediately arranged for vote counting. The company allowed the shareholders to become the staff who count, observe and verify the accuracy of the votes. Thus, the voting and counting

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procedures were proceeded with accuracy, transparency and a speedy manner. The company has also kept the voted ballots as evidence for future examination as well as questions, answers, opinions in the meeting and the record of the meeting resolutions including approved, disapproved and abstained votes in each minute/agenda in writing. 14 Days after the meeting, the company publicised the report of the shareholders’ AGM on www.pps. or.th. The company has kept the report of the meeting at the company’s headquarters to enable all parties to check. With regards to the supervision of internal data of the company, the company has determined the policy which is implemented on the company’s executives and employees. The company’s executives and employees are forbidden to use the company’s internal information for personal benefits. Details on this topic can be found in the document on the use of internal information. In 2013, there was no evidence that the members of the Board of Directors, executives or the company’s employees bought and sold the company’s asset eccentrically before the financial statements publication. The company has determined the guidelines on conflict of interests in the Regulations on Business Ethics and Ethics Code for the Board of Directors, executives and employees of the company. Members of the Board of Directors, executives and employees are not to act in any way that may cause a conflict of interest against the company. In 2013, there was no evidence that the Board of Directors, executives and employees of the company had acted in any way which caused a conflict of interest against the company.

3. Roles of Stakeholders

The Company’s businesses involve working together with several stakeholders. The Company has managed the interests with great care and has attempted to maintain fairness for all parties by strictly complying with related legislation in order to protect the rights of stakeholders.

3.1 Respect of Rights of Other Stakeholders

The company is committed in justice and being ethical to treat all shareholders fairly despite different shareholding proportions and thus different voting proportions. The fundamental rights of the shareholders are conserved regardless of their gender, age, origin, nationality, religious belief, physical impairment, or political inclinations. The company is fully aware of the responsibility to society and community and regards this as the main task. Thus, the company seeks to create projects and activities that are beneficial to the development of society and community by creating the guidelines for all parties of stakeholders as follows; 1. For Shareholders The company is committed to operate profitable businesses leading to sustainable growth in order to compete in the long-term while allocating appropriate amount of profits to shareholders. Moreover, the company also provides accurate, comprehensive, transparent, timely and equal information to shareholders. 2. For Employees All employees - wherever they work - must be treated without prejudice. Furthermore, the company uses the performance assessment system (KPI) to assess the performance of employees. The results of the assessment are used to plan the trainings and support for further education of employees as well as to consider paying suitable compensations. The company has also established a provident fund as well as other welfare benefits for employees and provided a safe work environment and good sanitation in workplaces. 3. For Clients The company pays attention and takes customers' satisfaction seriously especially for services. In 2013, the company asked customers to evaluate their satisfaction with regards to the company’s services. The results of the evaluation amounted to the average score of 75.2%. The company provides guarantee for clients with the registered capital of 100 million baht to further increase the confidence of clients. 4. For Business partners As business partners are vital to the quality of the company products and services, the company strictly complies with values procurement processes, contracts and the law. 5. For Competitors The company sticks to the principles of good conduct in the framework of competition without using unfair methods to destroy competitors. To be fair competition, the quality of the work is the most essential factor to defeat the competitors. 6. For Creditors The company complies with the contracts and relevant legislation to pay debts to creditors ANNUAL REPORT 2013

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who lend to the company. 7. For Society and Communities, the company values the well-being of society, communities, and the environment and supports activities in communities to assist society based on appropriate times and opportunities. Moreover, the company has continued to join CSR activities as usual. The company is committed not to be drawn into violations of human rights and violations of intellectual properties. The company is committed to take care of the environment and to become an environmental-friendly entity.

3.2 Complaint Center

To increase the efficiency in the treatment of all stakeholders, the company provides various channels allowing stakeholders easily to fill a complaint. Clients and the general public may raise a complaint or provide opinions for the company in accordance with the Regulation on the Procedure of Receiving and Considering Complaints 2009 through the following levels; Post Project Planning Service PLC, 381/6 Soi Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok, 10250. Website http://www.pps.co.th Tel. 02-7182785-9 Fax. 02-3005545-6 Employees may raise a complaint or provide a suggestion or an opinion to the Company’s Board of Directors and executives directly through the internal E-mail system of the Company.

3.3 Direct Communication Channels to the Company’s Board of Directors

3.4 Communication channels

3.5 Investor Relations

Stakeholders who wish to contact the Company’s Board of Directors directly (bypassing the Company’s executives) may do so through email: whistleblow@pps.co.th The Company has determined the policy or guidelines to protect whistleblowers as well as the policy with regards to the confidentiality of information related to a case of whistleblowing. The Company will investigate the case which has been raised and complained and will seek a solution. The Company’s Board of Directors has assigned the management to ensure that the Company has channels of communication and publicisation of information that are accurate, comprehensive and timely to investors, the press and other groups of stakeholders utilising various media platforms for instance, press releases, newspapers, radio, television, meetings and press conferences as well as website and e-mail which allow the Company to receive-send data and information quickly and accurately. There is an Investor Relations Department/Unit which is responsible for such matters. The Company has established an Investor Relations Department/Unit to be responsible for the provision of services and dissemination of the Company’s news and information that are of benefits to all groups of stakeholders including employees, shareholders, clients, trading partners, creditors and analysts equally, justly and comprehensively using diverse communication activities. Contact details for the Investor Relations Department/Unit Address : Project Planning Service PLC. 381/6 Soi Rama IX 58 (Soi 7 Seri 7) Rama IX Road Suan Luang, Bangkok 10250 Email : ir@pps.co.th Website : www.pps.co.th Telephone : 0 2718-2785 - 9

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4 Publicisation of Information and Transparency

The Company provides confidence to investors by publicizing important information of the Company accurately, comprehensively, timely, transparently and equally. Such information include financial information and performances/operating results. Other relevant information is kept and under the rules, regulations as well as the Company’s guidelines to prevent leakages of the Company’s confidential information to trading competitors following the regulations of the Securities and Exchange Commission (SEC) and the regulations of the Stock Exchange of Thailand (SET). Apart from publicising information through the Annual Information Form (Form 56-1) and the Annual Report (56-2), most information is publicised through the website of the Stock Exchange of Thailand and the Company’s website allowing shareholders, clients, analysts, investors and those interested parties to access credible information with ease and equality. Investors can learn more about the issuing of additional securities from the annual registration statement (Form 56-1) of companies listed on www.sec.or.th or www.pps.co.th The Company specifies agencies and individuals who coordinate and provide information for shareholders, prospective investors and the Stock Exchange of Thailand. The Company also provides opportunities for meeting sessions that involve explanations, questions and answers from the Company’s executives.

4.1 Financial Reports

4.2 Risk Management

4.3 Internal Control System

The Company’s Board of Directors is responsible for the overall financial reports of the Company as well as the information proposed to shareholders in annual reports. The Board of Directors is to supervise the quality of the financial reports covering the overall financial statements of the Company. The financial statements are to be produced in accordance with the generally accepted accounting standards. There are auditing processes by credible and independent auditors. The Board of Directors is to use appropriate accounting policies and to comply with them regularly. The Board of Directors is to ensure that the overall financial reports of the Company are correct and accurate with sufficient, credible and rational publicisation of important information. The Company’s Board of Directors provides for the Audit Committee which inspects all departments of the Company in regular intervals in order to ensure correct and comprehensive information recording. The departments work according to the standards and integrity following the policies determined by the Company and not to act in a way that breaches any relevant legislation. The Company’s Board of Directors has appointed three independent board members as the Audit Committee which conducts; reviews to ensure that the Company has financial reports which are correct, clear and timely; reviews to ensure tha the Company has appropriate and efficient internal supervisory systems and internal audit system; as well as considers the compliance with various legislations and the Company’s regulations; considers the publicisation of information to ensure its accuracy, clarity, transparency and timely manner in accordance with the regulations of listed companies. In case there are items that are connected to or items that may amount to a conflict of interests, the Company is going to propose to the Audit Committee to consider their appropriateness and rationality before proceeding. The Company’s Board of Directors has provided for the Risk Management Committee which considers and proposes policies, plans and performances according to pre-determined plans to the Board of Directors. The Risk Management Committee’s works cover all departments in the Company and cover all risk factors that are associated with the vision, objective, business strategies, finances, production and other aspects of operations. The Risk Management Committee also considers possibilities of occurrence and the severity level of the impact, determines measures to correct and clear responsible individuals and determines measures of reporting and assessing results.

The company’s Board of Directors provides for the internal control system that covers all aspects ANNUAL REPORT 2013

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including finances, performance compliance with the relevant legislation, rules and regulations. The Board of Directors provides for regular check and balance mechanisms that are sufficiently efficient in protecting and maintaining invested capitals of shareholders and the company’s assets. The Board of Directors provides for the determination of approving authority hierarchy and the responsibilities of executives and employees which inherently conduct inspections and create balances. The Board of Directors determines work regulations in written form and internal audit department that is independent. The company hires Aim to Prosperity Company Limited to be the internal auditor. The Aim to Prosperity Company is directly accountable to the audit committee which inspects the work of various departments both the business and support departments according to the regulations.

4.4 Transactions of Members of the Board of Directors

1) The Company’s policy states that members of the Board of Directors are to reveal their share transactions and Company’s asset possession. 2) The Company’s policy states that members of the Board of Directors are to report their state of being stakeholder to the Audit Committee. 3) The Company’s policy states that the important internal reports are to be approved by the Audit Committee.

5 Board Responsibilities

To maximize the benefit of company and shareholders, the Board of Directors is responsible for the operations of the company and is truly independent from the management. Responsibilities are divided clearly between the Board of Directors and the management team. The Board of Directors sets the policy and supervises to ensure that various systems and operations of the company proceed according to correct policies, legislation and ethics. The Board of Directors has duty to review and approve the policies on good corporate governance, morality and business ethics before implementation. The company has publicized the name lists, profiles and roles of both the Board of Directors and other three committees such as the executive committee, the audit committee and the nomination and remuneration committee in 2013 Annual Report and on www.pps.co.th. Moreover, the Board of Directors supports the chairman of committees to reveal the number of meetings, the number of meetings that each member attended in the previous year and the publicisation of opinions on their work in the annual report. In addition to that, the company has publicized the process of determination and appropriateness of compensations in the 2013 Annual Report on the compensations for the members of the Board of Directors and executives. The numbers of times that the board members and other committee members attended meetings are included and the details shown in the Meeting Attendance of Various Committee Members Table. The compensations of various committee members show in the Comparison of Compensations of various committee members between 2012 and 2013 Table. The company’s Board of Directors is responsible for the accuracy and completeness of the financial statements of the company and to ensure that the financial statements are transparent. The Board of Directors also response to provide the publicisation of sufficient important information in the remarks accompanying financial statements as well as financial information in Annual Reports. Such financial statements are produced in accordance with the general accounting standards and are examined by auditors that have been certified by the Securities and Exchange Commission. The company’s Board of Directors has appointed 3 members as the audit committee who involves in the independent members but not be executives. The audit committee have to both review quarterly financial reports and annual financial statements and also ensure that the financial statement are accurate and completely comply with the generally accepted accounting principles before submitting to the company’s Board of Directors for further consideration. The company’s accounting department is responsible for publicising connected transaction information and transactions that result in conflict of interests following article 89/12 in the Act on Securities and Stock Exchange

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of Thailand (Fourth Version) 2008 and the Notification of the Capital Market Supervisory Board TorJor. 21/2551 on the Regulations on the connected transactions and the Notification of the Stock Exchange of Thailand Commission on the publicisation of information and conduct of listed companies with regards to connected transactions 2003. These are to be submitted to the audit committee for consideration and opinions. The company’s Board of Directors emphasises the publication of information that is transparent, accurate, comprehensive and timely be it the financial information or other important information that may affect the share prices. The company disseminates various news and information to investors and shareholders through various channels and media for instance through electronic media system of the Stock Exchange of Thailand and through www.pps.co.th. Moreover, the company’s Board of Directors produces the report on responsibilities of the Board of Directors on financial reports and reports produced by the audit committee to be publicised together with reports of the auditors. These are to be publicised in annual reports regularly every year. The dissemination of information of the company to investors both shareholders and prospective shareholders falls under the discretion and authority of the chairman of the Board of Directors, managing director and deputy managing director. An investor may contact the investor relations department of the company at tel. 02-7182785-9 or www.pps.co.th

5.1 Terms

5.2 Determination of Compensations for Board of Directors

5.3 Various Committees

Terms of directors are according to the Public Company Act 1992. The term of office for independent board members is 3 years and they may be in the same position for not more than 3 terms consecutively unless unanimously considered and approved by the Nomination and Remuneration Committee that the member has greatly contributed to the benefits of the Company and the reinstatement does not compromise their independence. The member needs approval from the company’s Board of Directors and shareholders as well. The Nomination and Remuneration Committee proposes the approach and method in determining meeting allowances, hospitality allowances, bonuses and pensions as well as other financial benefits for the Board of Directors. The proposal to seek opinions and suggestions from the Company’s Board of Directors meeting is submitted to the shareholders meeting for approval every year. These exclude inherent rights according to the Company’s regulations. The Company’s Board of Directors appoints each committee members from qualified individuals. Each committee works as assigned by the Board of Directors. Each committee has the authority to summon the executives to attend the meeting, clarify or produce reports. The Board of Directors approves the charter of each committee. At present, the Company’s Board of Directors has appointed 4 committees. 1) Executive Committee comprises executive committee members of not more than 9 persons. Each member is either the Company’s Board of Directors member or a high-level executive of the Company. An individual in one of the following positions is a member of the Company’s executive committee by default. (1) Managing Director (2) Deputy Managing Director (3) Assistant to the Managing Director on Projects (4) Assistant to the Managing Director on Financial and Administrative Affairs (5) Assistant to the Managing Director on Business Development A meeting of the project directors is to propose not more than 2 appropriate project directors as members of the executive committee to the Board of Directors for approval and appointment. The term for executive committee members from this appointment is 2 years. They may remain in their office for no more than 2 consecutive terms. Board of Directors members may propose no more than 2 other persons as deemed appropriate to the Company’s Board of Directors to appoint them as executive committee members. ANNUAL REPORT 2013

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2) Audit Committee comprises at least 3 independent board members and at least 1 audit committee member needs to have sufficient knowledge and experience to review the credibility of financial statements. The term for each audit committee member is 3 years. Once the term has expired, the committee member may be reinstated. 3) Nomination and Remuneration Committee comprises mostly of independent members. There are at least 3 members in this Committee. The term for each member is 3 years. Once the term has expired, the committee member may be reinstated. 4) Risk Management Committee comprises of at least 3 members. The term for each member is 3 years. Once the term has expired, the committee member may be reinstated.

5.4 Meetings of the Board of Directors

5.5 Meetings of Board of Directors who are not Executives

5.6 Meeting of Independent Board Members

5.7 Reporting of Information

The Company’s Board of Directors meet at least every 3 months to work as assigned and to acknowledge performance of the Company. In a meeting, members must be allowed to voice their opinions and discretion independently. The quorum of the vote in a Board of Directors meeting is at least 2/3 of the total number of Board members. Board members are to attend every meeting unless there is a reason of necessity that is force majeur. Such a reason needs to be informed to the Secretary of the Company’s Board of Directors in advance. The Company publicises the attendance of each member of the Board of Directors in the annual report. The Company arranges for the Secretary of the Company’s Board of Directors to produce the meeting schedule for the year in advance in order for all members to acknowledge the schedule well in advance. The Secretary of the Board of Directors is to send meeting invitations to all Board members to confirm the date, time, venue and meeting agenda at least 7 days in advance. The Secretary of the Board of Directors collects supporting documents from the management to send to the Board of Directors in advance. Such documents form information that is sufficient for the decision-making and the use of independent discretion of the Board members. The Secretary of the Board of Directors is to record meeting minutes to produce meeting report with complete and comprehensive content within 14 days after the date of the meeting to submit it to the Chairman of the Board of Directors to sign. Good storage that allows for convenient search and access as well as confidentiality must be in place. The Company’s Board of Directors may meet without directors who are executives as deemed necessary. This is to allow non-executive directors to discuss various issues of interest regarding the management without the attendance/interference of the management. Thus the discussion is conducted freely. The meeting is held at least once a year complying with the principles of good corporate governance. In 2013, the meeting was held on 25 December 2013. The Company’s Board of Directors arranges for independent board members to meet among themselves to allow them to discuss various issues freely and independently. The meeting is held at least once a year complying with the principles of good corporate governance. In 2013, the meeting was held on 25 December 2013.

1) The Board of Directors is responsible for the reporting of financial information and general information to shareholders and general investors in an accurate, truthful, comprehensive and transparent manner. Information comes with rational explanations and quantitative supporting evidence both in terms of policies and performances, future trends as well as successes and obstacles of the business. 2) The Board of Directors understands and supports the compliance with the professional standards of auditors. 3) The Company’s Board of Directors has produced a report on the responsibilities of the Board of Directors on the provision and publicisation of financial reports of the business and has publicised it ANNUAL REPORT 2013

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alongside the financial statements and reports of auditors. It covers; 3.1) Legal regulations assigns the Board of Directors with the duty to produce financial statements to show the financial status and the performance in the previous year that are accurate/true and rational. 3.2) The responsibilities of the Company’s Board of Directors in the provision of correct, com prehensive and sufficient accounting information to be able to maintain the Company’s assets and to realise weaknesses to prevent corruption or abnormalities. 3.3) Confirmation that the Company has adhered to the generally accepted accounting standards. The Company uses appropriate accounting policies and constantly adheres to them. The Company has carefully considered the rationality and appropriateness in producing financial statements of the Company.

5.8 Succession Plan

5.9 Self-assessment of the Board of Directors

5.10 Orientation for new member(s) of the Board of Directors

The Company’s Board of Directors provides for a succession plan of executives. The plan is the preparation of personnel in the organisation to make sure that the Company comprises executives with knowledge and abilities to succeed important positions in the future. The criteria for consideration have been determined in a systematic manner. The Board of Directors conducts self-assessment once a year. It expects the assessment to reflect the efficiency of working in compliance with the good corporate governance principles. The Board of Directors is to bring the assessment results to analyse the work of directors and to improve and develop the performance by taking into account suggestions and recommendations. In 2013, the Secretary of the Company disseminated self-assessment forms of the Board of Directors. It was divided into topics namely; the structure and qualifications of Board of Directors; Roles, Duties and Responsibilities of the Board of Directors; the Relationship with the Management; Self-development of the Directors; Directors’ Meetings; and the Conduct of Directors. The results of the self-assessment of all members of the Board of Directors in 2013 have had the average scores of all topics in the ‘Excellent’ range and the median/average score overall was 3.94 out of 4. The assessment of the managing director is conducted every year. The topics of assessment include the knowledge and ability at work, work achievement, behaviour and work habits, compliance with the Company’s regulations and ISO trust. In 2013, average scores of all topics were in the ‘Excellent’ range with the average overall score at 3.92 out of 4. The Company’s Board of Directors provides for an orientation for new member(s) of the Board of Directors before taking up the position as a director. This is in order for a new director to acknowledge the expectations of the Company on their roles, duties and responsibilities as well as the policies and guidelines in supervising the businesses of the Company and construct knowledge and understanding in the businesses and various aspects of operation of the Company to prepare new member(s) for the job of being director(s). In 2013, the Company conducted an orientation for a new member of the Board of Director, Mr.Tat Thongpakdi, on 29 April 2013.

5.11 Policy with regards to members of the Board of Directors and High-level Executives taking up positions in other Companies

The Company’s Board of Directors has issued a policy that limits the number of listed companies and non-listed companies in which each member of the Board of Directors may take up positions to not more than 5 places. For a managing director, the number of companies which one may take up a position as a Board or Committee member is limited to not more than 3 places. In 2013, there was no issue of non-compliance with this policy.

5.12 Development of Members of the Board of Directors and High-level executives

The Company encourages the Company’s Board of Directors and high-level executives to attend the ANNUAL REPORT 2013

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seminars on curricula that are of benefits to their work and to regularly exchange their opinions with the Board of Directors and high-level executives of various other organisations. The curricula that directors should attend include those of Thai Institute of Directors (IOD) for instance Directors Certification Programme (DCP), Directors Accreditation Programme (DAP), Audit Committee Programme (ACP) and Executive Development Programme (EDP). The knowledge and experience gained from these curricula and programmes should be applied to Company development. In 2013, Board members who attended various curricula include Mr.Prasong Tharachai, Mr.Somphant Hongchintakul, Mr.Tat Thongpakdi, Mrs.Vipavee Boonyaprasit, Mr.Pongthon Tharachai and Mr.Theerathon Tharachai

5.13 Communications with the Executives

The Company’s Board of Directors encourages high-level executives of the Company to meet with the Company’s Board of Directors. The executives are to present information related to the agenda under their responsibilities to the Board of Directors in order to make the directors aware of the information and opinions of executives directly responsible for the work. At the same time, the executives also have an opportunity to learn and understand viewpoints of the Company’s Board of Directors. The Company’s Board of Directors encourages meetings and exchange of opinions between directors and high-level executives in other opportunities apart from the Board of Directors meetings so that the Board members are able to build relationship with the Company’s high-level executives.

6 The Secretary of the Company

The Company’s Board of Directors has created a position of a Secretary of the Company. Mr.Voradaj Piemsuwan has been appointed the Secretary of the Board of Directors and the Secretary of the Company in order to manage the Company to the highest efficiency in accordance with the principles of good corporate governance with the following main duties and responsibilities; 1) Provide suggestions and support the work of the Company’s Board of Directors with regards to legal issues and related rules and regulations. 2) Ensure that the Company operates according to the principles of good corporate governance as well as monitor to ensure that policies and suggestions of the Board of Directors are being practically implemented. 3) Be responsible in the production and storage of important documents. 4) Ensure that the Company and the Company’s Board of Directors as well as the management comply with the related legislation and various rules and regulations. 5) Communicate with shareholders and look after shareholders in an appropriate manner. 6) Communicate with the relevant supervisory organisations.

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Corporate Social Responsibility Activities In 2013, Project Planning Service PLC or PPS conducted several Social Corporate Responsibility (CSR) activities. These activities form a part of contributing back to society using the Company’s knowledge and expertise in providing design and construction project management services, professionalism, and expertise of executive members and expert engineers of the Company. These are to foster the value of being responsible for society on the Company’s personnel (CSR in Process) in addition to other regular Corporate Social Responsibility activities (CSR after Process).

Knowledge and Expertise Sharing Activities

Many members of the Company’s executives have been a lecturers and speakers to many leading universities including Chulalongkorn University, King Mongkut’s University of Technology North Bangkok, King Mongkut’s Institute of Technology Ladkrabang, Mahidol University, Ram Khamhaeng University and the Crown Property Bureau. Moreover, internally, the Company has conducted trainings and seminars to continuously improve knowledge and skills of employees all year. In addition to providing these programs to develop the Company’s employees, some of these programs are open to the public. In 2013, the Company has conducted more than 20 training topics. Those who cannot attend the trainings in person, may watch the program on YouTube through www.youtube.com/PPSIC1. For more information, please contact Miss Ailada, Tel. 0 2718 2785 ext. 110. At the same time, some executive members take direct roles in non-profit organizations by being in the committee in those organisations so that most activities can be done more productively. Currently, Mr.Prasong Tharachai is the vice-president of the Foundation for the Welfare of Needy School children under Royal Patronage of Her Majesty the Queen. Also, he is the vice-president of the Council of Engineers. Mr.Prasong is an advisor of the Board of Directors of the Engineering Institute of Thailand under His Majesty the King’s Patronage, where Dr.Theerathon Tharachai also holds the position as the head of the Public Relations.

White Engineers Initiative

White Engineers Initiative is another project that the Company emphasizes as it is part of the bid to encourage transparency, accountability and anti-corruption policies. This project is related to another project, which is Whistleblow Project that provides an opportunity for those who witness corruption of employees in the organization to raise the issue to the Company and its executive members directly and through various other channels. With regards to the complaint of an executive member’s wrongdoing, one may raise the complaint through the independent directors. These are to create an image of white engineers which can become a standard for the profession that emphasizes on professionalism and integrity, and being a part in the society that strives for the better society.

Constant donations

Last year, the Company donated money for various charities and organizations including the Foundation for the Welfare of Needy Schoolchildren under Royal Patronage of Her Majesty the Queen. The sum for donation was sourced from internal activities of the Company and the Company’s New Year Party with no deductions. Moreover, the Company also donated 1 million baht to Chulalongkorn Hospital and 20,000 baht to iCare (Thailand).

PPS Spirit: Increasing the Volunteer Spirit

The Company conducts a campaign within the organization under the concept of PPS Spirit to create the organizational culture of being responsible for society among employees. In the previous year, there were creative activities with various organizations; 17 November 2013, executives and employees of the Company attended the Standard Chartered Bangkok Marathon 2013. This was an activity that encouraged employees of the Company to create good work

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environment and to look after their health under the concept “Doing Well by Doing Good”. 15 December 2013, executives and the Company’s Investor Relation Department participated in an anti-corruption event “Walk, Run, Ride against Corruption” held by Anti-Corruption Organization of Thailand and the Thai Listed Companies Association at Sa Nam Luang, Bangkok to express their power and intention to resist all forms of corruption. This activity was also for the Company to express its intention to support the policy of resisting all forms of corruption. Furthermore, there were other activities within the organization to increase morale and encourage friendship and good relations among employees throughout the year. These include; merit-making on the occasion of 26th Anniversary of the Company at Wachirayanwongse Building, 2nd Floor, Chulalongkorn Hospital on 13 May 2013; Internal Team Building Activities to support the efficiency and increase potentials of employees within the organization; Expressway Friendly Football Match with the Expressway and Rapid Transit Authority of Thailand (ETA) between 5-22 November 2013; Sports Day to foster friendship within the organization on 27 December 2013; and the Honor Ceremony to give honorary medals and plaques to increase morale and to honor employees with good conduct under the concept “Good Engineers, White Engineers”. All these activities mentioned were activities that were participated by employees and the employees were included in planning directions of the work. In 2014, these activities have been planned to be continued.

Social Corporate Responsibility - CSR

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Anti-Corruption Policy Thai society has become more aware of the issue of corruption nowadays. Project Planning Service PLC has put this issue as top priority for a very long time. The Company has always emphasized on transparency and fairness in conducting businesses. Hence, the Company has taken a role in supporting the development of Thai business community without corruption. The management explicitly states the vision and full attention to oppose corruption. Any corruption activities is regarded as unacceptable regardless of which parties are get involved, both public or private sectors. The Company has stated its intention openly to the public. Thus, the Company declares a written policy against corruption on October 18th, 2013, so that the employees have clear guidelines and the Company can aim for the establishment of the strong foundation toward sustainability under the right culture. “Transparency, Good Governance and Anti-Corruption” is the anti-corruption policy that Project Planning Service PLC has established. The policy specifies that there will be reviews of the implementation of this anti-corruption policy regularly. The guidelines and regulations are to be reviewed to ensure that they correspond to the changing circumstances of businesses, rules, regulations and legislation. The term ‘Corruption’ refers to; bribery of any form be it by contract or by a promise; ask for or receive a sum of money, asset, property or any inappropriate benefit involving government personnel, government agency, private agency or any related person directly or indirectly in order for that person to act or not act resulting in the acquisition or retention of business or benefit related to business for the Company in particular or acquisition or retention of any business benefit that is not appropriate unless permitted by the law, rules, regulations, traditions or local cultures or trading cultures. The Company assigns the Company’s Board of Directors duties and responsibilities in determining policy and ensure that the system put in place to resist acts of corruption is efficient. This is for the Company to ensure that the organization's executive members are aware of and give precedence to the corruption issues and embed the anti-corruption policy become part of the corporate culture. The policy specifies the setup of an audit committee that is responsible for the review of the financial and accounting report system, internal control system, internal audit system and risk management system and to ensure that these systems operate soundly, efficiently, up-to-date and comply with the international standards. At the same time, the Managing Director, the management and the executive members have the duties and responsibilities to establish a system that encourages and supports the anti-corruption policy. The management and the executive have to communicate to employees and all relevant persons so that all personnel understand the policy. The management and executive also need to review the systems and measures to make sure that they are suitable for the change in business environments, rules, regulations and legislation. In order to ensure that the anti-corruption policy achieves its targets efficiently, the Company has determined the following concrete guidelines as follows; 1. The Company’s Board of Directors, Executive members and employees of all levels are to follow the anti-corruption policy and professional ethics and ethical regulations of the Company. All persons are not to engage in corruption whether directly or indirectly. 2. The Company’s employees are not to neglect or ignore any act of corruption. When one witnesses an act of corruption that involves the Company, one is to inform a supervisor or the person responsible for that matter and to be cooperative in the investigation. Should there be any enquiry or question, one is to consult a supervisor or an authorized person who has been given the responsibility to monitor ethics compliance and compliancewith the Company’s ethical regulations through various channels specified. 3. The Company is to provide a fair treatment and protection to employees who refuse or inform of an act of corruption involving the Company using the Complain Protection Measure. This measure also extends to those who cooperate in reporting corruption and malpractice as indicated in the Company’s Whistleblower Policy. Those who witness corruption may report the incident at http://www.pps.co.th/whistleblow.php or through whistleblow@pps.co.th. Moreover, an informant may report the detail to the Company’s Board of Directors on issues relating to illegal act, accuracy of financial statement reports, defective internal control system or a breach of the code of ethics through e-mail directly to the Independent Committee and the Audit Committee of the Company. ANNUAL REPORT 2013

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4. By committing an act of corruption, one is to be consider breaching the Company’s code of ethics. That person is to be subject to disciplinary proceedings according to the determined regulations of the Company. Moreover, that person may be subject to legal punishment if that act is illegal. 5. The Company realizes the importance of disseminating knowledge and understanding to other people whose work is related to the Company or affects the Company with regards to issues according to this anti-corruption policy. 6. The Company is committed to build and maintain corporate cultures that do not accept corruption when dealing businesses with both public and private sectors. Regulations of the implementation of anti-corruption policy cover the process of managing human resources from the procedure of recruitment to promotion, training, assessment and compensation. Supervisors in each work unit are to communicate to ensure that employees understand. Such regulations are specified to correspond to the ethics and other ethical regulations of the Company including guidelines for individual behavior and conducts towards various stakeholders. In particular, employees of all levels through to the executive members are to be careful when receiving gifts, joining dinner parties, giving or receiving gifts in various forms. One is to be careful with donations or support sums that may be referred to bribery as well as business relationships and procurement process with government authorities. Everything needs to be done in a transparent, honest and accurate manner and comply with all related legislation. Recently, the Company has cooperated with other outside organizations to be part of the anti-corruption initiative and has participated in related activities. On November 9th, 2013, the Company’s Board of Directors had the meeting resolution to approve the participation of the Company in the Collection Action Coalition Against Corruption in Private Sector. The Company submitted the declaration to participate in the initiative to the Stock Exchange of Thailand formally on November 11th, 2013. On December 15th, 2013, the Company’s Executive Members and the Company’s Investor Relation Department participated in an anti-corruption event to resist corruption of all forms in the “Walk-Run-Fun Bike Anti-Corruption 2013" at Sa Nam Luang, Bangkok. This event was part of a nationwide movement to come out and state the clear intention against all forms of corruption. It was held by Anti-Corruption Organization of Thailand and Committee Nation Associate Anti-Corruption Network with the sponsorship from Thai Health Promotion Foundation and other sponsors. Revenues after expense- were given to the Anti-Corruption Organization of Thailand Foundation. In 2014, the Company remains committed to participate in activities to resist corruption both internally and externally to foster the anti-corruption policy into becoming part of corporate cultures.

ANNUAL REPORT 2013

Ethical Code and Regulations of Project Planning Service PLC “Engineering Profession” is a profession that requires personnel with integrity, ethics and good knowledge and abilities in engineering. Engineers are to work with impartiality and integrity. The aim of these ethical code and regulations is for them to be adhered to at work for fairness and appropriateness. Acting within the ethical code is the foundation of the building of trust and credibility which are essential for the provision of engineering services. Any act of the Company’s employees that does not conform to the Ethical Code and Regulations determined by the Company will be regarded as an act against the profession and the Company. The person committed the act will receive disciplinary punishment.

1. Obligations to the Profession

1.1 The Company’s engineers are to cooperate to support engineering profession by exchanging news, knowledge and experience with other engineers as well as students. Engineers are to support events and works of various engineering associations and academic institutions as well as the publicisation of engineering knowledge and information to the general public. 1.2 The Company’s engineers are not to advertise their performance/work in a way that is considered boasting. Engineers are to refrain from any act that will bring the engineering profession into disrepute. 1.3 The Company’s engineers are not to act beyond the scope of their knowledge and abilities. 1.4 The Company’s engineers are not to accept jobs in name only. They are to strictly adhere to their professional codes and principles. 1.5 The Company’s engineers are not to use their profession, knowledge and abilities illegally. 1.6 The Company’s engineers are to comply with the Ethical Code of their profession according to the professional association and all relevant legislation.

2. Obligations to the Public

2.1 The Company’s engineers are to support the dissemination of engineering knowledge and to discourage the dissemination of knowledge that is not true or beyond the truth or unjust especially on engineering matters. 2.2 The Company’s engineers are to be careful on matters that are related to life safety, health of workers and the general public which may be affected by the works under their responsibilities.

3. Obligations to the Employers

3.1 The Company’s employees are to honest/loyal to their employers. 3.2 The Company’s employees are to reveal their statuses to the employers before accepting the jobs in case they are assigned to do a task that may result in a conflict of interest. 3.3 In case a Company’s engineer is responsible for the technical sufficiency of an engineering work, if the opinion of an engineer is in conflict with a superior personnel, the engineer is to clearly indicate their opinions of the consequences that may result from any change in writing. 3.4 In case an employee agrees that employing an expert to the job would be beneficial to their employers, the employee is to recommend the employer to employ that expert and the employee is to fully cooperate. 3.5 The Company’s employees are not to reveal information about the business or technical procedure of the employers without permission from the employers. 3.6 The Company’s employees are not to accept financial compensation or any other form of compensation from more than one employer for one service unless permitted by all relevant parties. 3.7 In a job that one is responsible for, an employee must not receive any compensation in the form of commission or compensation from a seller of materials or tools or from any other person apart from his/her employer.

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3.8 A Company’s employee must not have stakes as contractor or joint-venture party in the bidding process that one is responsible for or is related to unless permitted by the employer. 3.9 A Company’s employee is to inform their employer immediately of any business that one has stakes in and may be a competitor or may affect the business of the employer.

4. Obligations to fellow professionals

4.1 The Company’s employees are not to regard others’ works as their own and to respect works of other people. 4.2 The Company’s employees are not to act in a way that damages the reputation, progress or professional conduct of others. 4.3 The Company’s employees are to refrain from criticizing the Company’s works in public unless it is part of the job. 4.4 The Company’s employees are not to interfere works of employees from any other company when they know that the other company has agreed to the particular job/project unless the employer has cancelled the contract with that company in writing. 4.5 The Company’s employees are not to compete with other companies by cutting the fees of the Company lower than the prices proposed by other companies especially when they have acknowledged the hiring fees of those parties.

5. Obligations to Shareholders

5.1 The Company is to treat all shareholders equally. 5.2 The Company is to reveal the available information in compliance with the policy on information revelation to all shareholders. The Company is to comply with the law, rules and relevant regulations. 5.3 The Company is to provide an opportunity for all shareholders to acknowledge or take part in important business decision-making of the Company. The Company’s Board of Directors and executives have ensured that employees in all departments of the Company strictly apply and comply the approved Ethical Code. Apart from the aforementioned Ethical Code on Good Corporate Governance, the Company and all employees also adhere to the ethical code determined by the Council of Engineers and Architect Council of Thailand which are the organisations that supervise engineers and architects in Thailand.

ANNUAL REPORT 2013

Securities of the company The company has a registered capital of 100 million baht and paid up capital of 100 million baht. It can be divided in 400.00 million units of common share with the par value of 0.25 baht.

Investment The investment of Project Planning Service public company limited in other companies as of 31 December 2013, the company has invested in other companies by holding 10% or more of the companyâ&#x20AC;&#x2122;s outstanding shares. Company name

Location

Type of Business

Builk Asia Co., Ltd

Bangkok

Technology for construction industry

Number of Number of Percentage outstanding shareholding of share shareholding 50,000 10%

Type of share Common stock

ANNUAL REPORT 2013

Dividend Payment Policy & History of Dividend Payment in the Accounting Years 2011-2013 Dividend Payment Policy

The Company has a policy to pay dividends annually to shareholders at least 40 percent of the net profits after all types of reserve deductions required by law considering the Company’s specific financial statement(s). However, dividend payment also depends on cash flows, investment plans, legal requirements, necessity and appropriateness of various factors in the future. The Company needs to make sure that such dividend payment is not to affect day-to-day running of the Company in any significant way. A resolution of the Company’s board members approving the payment of dividends is to be submitted to a shareholders’ meeting for approval. Also, the Company’s board of directors is authorised to consider paying dividends in the interim if such payment is deemed appropriate and does not affect the operations of the Company. In any case, the report of such payment is to be produced and reported to the next shareholders’ meeting. History of Dividend Payment in the Accounting Years 2011-2013 (unit:millionbaht) Item Performance Year 2011 2012 2013 Net Profit-the part that belongs to 23.14 16.45 the Main Company Paid Dividends Rate of Dividend Payment (Percent)/1 Remarks :

/1 – /2 – /3 –

ANNUAL REPORT 2013

12.00

324.11/2

72.95

Rate of Dividend Payment = Paid Dividends / Net Profits The Company announced the payment of dividends from previous net profits. On 31 December 2011, the accumulated profits that had not been allocated (specific financial statement(s)) stood at approximately 76.68 million baht. According to the meeting of the Company’s Board of Directors 1/2014 on 25 February 2014, the Board has resolved to present the case to the shareholders’ meeting to consider approving the allocation of net profits from the performance year 2013 in the form of dividends at the rate of xxx baht per share unit totaling xx million baht. The 2014 AGM is to be notified and to be entrusted in approving the dividend payment at the above mentioned rate.

Internal Data Control The Company’s policy on Internal Data Use is as follows; 1. The Company’s Board of Directors determines the policy and guidelines with regards to the supervision of Internal Data Use by; having measures to prevent the members of the Board of Directors, executives and employees of the Company buying and selling securities using internal data in accordance with the regulations of the Office of Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET); by informing the Board of Directors, executives and all employees so that they are aware and comply with the policy and guidelines that forbade the Board of Directors, executives and employees to use internal data that has not been publicised to purchase, sell, transfer or receive the transfer of the Company’s shares within the period of one month prior to the publicisation of financial statements and all personnel of the Company should wait at least 24 hours after the publicisation. 2. The Company has a policy and measures to prevent the Board of Directors and executives benefiting from important information that may have an impact on investment. The Company is to inform every resolution of a meeting of Company’s Board of Directors to the Stock Exchange of Thailand immediately before the opening of the next trading round of the Stock Exchange of Thailand. The Board of Directors and the executives are to report on their holdings of securities every time there is a purchase or sale of securities within 3 working days to the SEC Office.

ANNUAL REPORT 2013

Personnel The number of Company’s personnel (Excluding Executives)

Between 2011 and 2013 and as of 31 December 2013, the Company had personnel in various positions with details as follows; Position Number of Personnel (Persons) As of 31 December 2013 2011 2012 2013 Project Directors 12 12 11 Project Managers 32 31 33 Civil Engineers 44 54 53 Mechanical Engineers 22 27 26 Electrical Engineers 25 33 32 Architects 10 8 11 Technicians 67 55 61 Accounting and Finance Staff 5 9 8 The Secretary’s office and 30 30 47 administrative staff Housekeeping Staff and Drivers 7 7 7 Total 254 266 289

Total earnings of Personnel

The Company pays compensations to personnel in the forms of salaries, bonuses and various welfare payments for instance allowances and provident fund. (หน่วย : ล้านบาท) Compensation 2011 2012 2013 Salaries, Bonuses and Welfare Payments 127.35 173.51 179.31 Total 127.35 173.51 179.31

Significant labour disputes in the last 3 years

The Company has had no significant labour dispute in the last 3 years.

ANNUAL REPORT 2013

Management and Development of Human Resources Project Planning Service PLC is fully aware of the importance of human resources as the great drive for the Companyâ&#x20AC;&#x2122;s businesses to succeed. Thus the Company regularly develops the quality of its human resources. Recently, the Company has founded PPS Training Center to develop personnel corresponding to various ways of conducting businesses and to be part of the development of the organisation to grow efficiently. Employees of the Company are trained to gain knowledge and expertise in various types of work according to the programmes determined by the Company. In particular, employees who are to be promoted to the positions of project managers need to have 84-hour training. Training experts from within and outside of the Company are to be invited to be speakers. There are regular trainings for engineers on the management of project construction. The Board of Directors has set certain targets for the average hours of trainings of employees; an old employee needs 18 hours/person/year and a new employee needs 24 hours/person/year. In 2013, the Department of Training and Business Development has been able to train employees in accordance with the targets set. The Company believes that the aforementioned development of human resources will not only achieve the Companyâ&#x20AC;&#x2122;s determined mission but will also increase the competency of the Company against other companies thus preparing the Company for the competitions in the ASEAN Economic Community.

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Internal Audit In the Company’s Board of Directors meeting 4/2013 on 9 November 2013 which was attended by the whole Audit Committee (3 persons), the responses of the questionnaire on the sufficiency and appropriateness of the Internal Audit of the Company were approved. The results of the assessment of the Internal Audit were satisfactory and may be summarised following the assessment of sufficiency of the Internal Audit provided by the Securities and Exchange Commission into 8 components as follows; 1) The organisation and environment 2) Accounting 3) Finances 4) Human Resources 5) Procurement 6) Project Management 7) Business Development 8) Information Technology

Summary of the Assessment of internal supervisory systems following the opinions of Internal Audit. The coordinator that works with the Internal Audit (Soo Kwam Samrej Company Limited) on the amendments, corrections and improvements of the internal supervisory systems to be more appropriate and efficient. The Company regards the management of internal supervisory systems highly both at the executive and operative levels to ensure efficiency and effectiveness especially the internal systems on risk management. The Company thus appointed the Risk Management Committee to work together to determine the strategies to manage the Company’s risks annually. The Risk Management Committee is to assess, inspect, review and monitor the corrections or conducts that seek to reduce or prevent the risks of organisation following the opinions of the Company’s Board of Directors, the Audit Committee and the Internal Audit. Soo Kwam Samrej Company Limited is experienced and has an expertise in internal auditing, risk management, systems of accounting and internal supervisory systems as well as organisation and human resources consultancy. There are experts within the organisation who are Certified Internal Auditors (CIA) from IIA Institute, USA who have come to conduct internal auditing for the Company since April 2011. The Company has continued to hire these experts to conduct internal auditing for 2012-2013 to assess the performance of all 8 internal supervisory systems namely; the organisation and environment; accounting; finances; human resources; procurement; project management; business development; and information technology as well as monitor the results of corrections and amendments following the previous assessment reports. There were four quarterly assessment plans in 2013; May 2012, August 2012, November 2012 and February 2013. There were reports of the assessment submitted to the Audit Committee for every quarter. 1

the coordinator that works with the Internal Audit (Soo Kwam Samrej Company Limited) on the amendments, corrections and improvements of the internal supervisory systems to be more appropriate and efficient. The Company regards the management of internal supervisory systems highly both at the executive and operative levels to ensure efficiency and effectiveness especially the internal systems on risk management. The Company thus appointed the Risk Management Committee to work together to determine the strategies to manage the Company’s risks annually. The Risk Management Committee is to assess, inspect, review and monitor the corrections or conducts that seek to reduce or prevent the risks of organisation following the opinions of the Company’s Board of Directors, the Audit Committee and the Internal Audit.

ANNUAL REPORT 2013

Structure of Subsidiaries and Joint-Venture Project Planning Service PLC (PPS) Registered Capital: 100.00 million baht

99.99%

90%

PPSD Company Limited Registered Capital: 3.00 million baht Business: EngineeringDesigns

35%

10%

Swan & Maclaren (Thailand) Company Limited Registered Capital: 7.00 million baht Business: Architectural and Interior Designs

PIC Company Limited Registered Capital: 1.00 million baht Business: Media and Contents

80% PPQ Joint-Venture Joint-Venture Capital: 3.30 million baht Business : Supervision of construction of the Supreme Court Building

Builk Asia Company Limited Registered Capital: 5.00 million baht Business: Information Technology on Construction works

ANNUAL REPORT 2013

Related transactions Individual/Juristic Person that may be in conflict 1. Pong Theerathon Company Limited

Relationship

Type of Item/Transaction/Dealing

Business owned by the Company's large sharehold- The Company hires Pong Theerathon as a project ers and advisor the Company's Board of Directors Directors of Pong Theerathon are;

The Company rents an office space on the fourth floor

1. Mr.Prasong Tharachai 2. Mrs.Rewadee Tharachai 3. Mr.Pongthon Tharachai 4. Mr.Theerathon Tharachai 2. PPQ Joint-venture

Joint-Venture

Joint-venture hired as a project advisor

The Company leases the office space. The Company provides normal administrative services 3. Mr.Tat Thongpakdi

Executive Committee

Sale of one vehicle

4..Mr.Somchai Vongsvangrasme

Executive Committee

Sale of one vehicle

5. Builk Asia Company Limtied

Joint-venture There is one director who is from the Company

The Company has its advertisement on the website of Builk Asia Company Limited. Companies in the joint-venture are mutually developing software The Company has hired it to control the information system The Company lends long-term loans to Builk Asia Co.,Ltd.

Received interest credit- remaining interests

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Value (Baht) on 31 Dec 2013 -

336,497

on 31 Dec 2012

Remaining (Baht) on 31 Dec 2013

On 31 Dec 2012

120,000

145,000

4,704

82,479

Explanation from the executive(s) on the necessity and rationality of such connection Pong Theerathon Company Limited has field experts required by clients. This dealing/contract ended in January 2012.

The Company uses it as a seminar room. The fee is similar to the fee that the Company used to pay to other organisation (EIT Association) But this venue is more convenient as it is located on the main road not in a small lane. It is also close to the Company. The fee is similar to the fee that Pong Theerathon Company asks from other renters.

6,102,370

444,965

4,576,778

476,112

The Company has agreed in a memorandum to be the advisor for the Supreme Court project together with two other joint-venture companies. Fees are calculated according to prices agreed.

24,000

2,000

The Company allows the use of the Company's office as the office of the joint-venture.

180,000

30,000

Fees as agreed.

186,915

The Company sold a vehicle at a market price and gained some profit from the sale.

616,820

The Company sold a vehicle at a market price and gained some profit from the sale. The Company has considered the potentials of Builk Asia Co.,Ltd. in developing information technology to be used in project construction management and the opportunity to conduct online businesses in the future which will result in increase in revenue for the Company

39,731

53,727

- Online advertisements for three years with the total fee of 300,000 Paid in annual instalments of 100,000 per annum (VAT inc.) started on 1 June 2013

600,000

300,000

The joint-venture mutually develops software under the title 'Builk Site Walk Power by PPS Group' to the value of 1 million baht.

140,187

93,458

1-Year Contract with the monthly fee of 50,000- baht (VAT inc.)

9,000,000

The Company has lent the sum for the purpose of conversion effective until the fifth year (2018) The conversion will be such that the Company holds not more than 25% of shares in Builk Asia Co.,Ltd. and Builk will pay the difference should IPO price is lower than the conversion price.

90,000

Interest of 6% payable 1% per annum by the year-end of each year. Compensations for repayment before the agreed date are at 2%.

108,000

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Legal Dispute At present, the Company and subsidiary companies have no legal dispute that may cause damage to the Company more than 5% of the stockholdersâ&#x20AC;&#x2122; equity and result in a negative consequence with regards to the Companyâ&#x20AC;&#x2122;s businesses in any significant way.

Obligations for Issuing Shares The company has no obligations incurred through the issuance of common stocks

Information Concerning bonds or bills The company has never issued debentures or promissory note.

ANNUAL REPORT 2013

Management Responsibility for Financial Statement Responsibility for the integrity and objectivity of the financial information presented in this annual report rests with PPS management. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in Thailand, applying certain estimates and judgments as required. Moreover, PPS maintains an effective internal control structure. It consists, in part, of organizational arrangements with clearly defined lines of responsibility and delegation of authority, and comprehensive systems and control procedures. An important element of the control environment is an ongoing internal audit program. Our system also contains self-monitoring mechanisms, and actions are taken to correct deficiencies. The companyâ&#x20AC;&#x2122;s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of record that, in responsible detail, accurately and fairly reflect the transactions and dispositions of the assets of the company. The audit committee of the board of directors is composed solely of independent, non-management directors, and is responsible for quality control of financial statements and internal audit procedures. The opinion of this audit committee about these mentioned issues is demonstrated in the audit committee report which is included in the annual report. Management concluded that the companyâ&#x20AC;&#x2122;s internal control over financial reporting was effective as of December 31, 2013. Also, the audit committee has audited all financial information and accepted that all financial statement have been prepared in accordance with accounting principles generally accepted in Thailand.

........................................... (Mr.Prasong Tharachai) Chairman of the Board of Directors

............................................ (Mr.Tat Thongpakdi) Managing Director

ANNUAL REPORT 2013

Report of the Audit Committee To Shareholder(s) The Audit Committee has proceeded according to the charter of the Audit Committee and scope of duties and responsibilities assigned by the Board of Directors. In 2013, the Audit Committee held 4 meetings in total. All members of the Audit Committee attended every meeting. The Audit Committee proceeded through various agenda and minutes which can be summarised as follows; 1. The Accuracy and Credibility of the Financial Reports- The Audit Committee has reviewed the quarter and annual financial statements for 2013 to ensure that the preparation of financial statements of the Company has been in accordance with the generally accepted accounting standards and the information has been publicised in a correct, comprehensive and credible manners. The auditor has given their opinions on financial statements which have been submitted to the Board of Directors and shareholders. 2. Sufficiency of the Internal Control System of the Company- The Audit Committee has reviewed the sufficiency, appropriateness and efficiency of the internal control system by supervising, providing suggestions and supporting the independent work of Internal Audit Office, reviewing the reports on the audit results in 2013 and monitoring the improvement and correction following recommendations and suggestions in the auditor’s report to ensure the efficiency and efficacy of the work. The Committee is of the opinion that the internal control systems of the Company and subsidiary companies are sufficient and appropriate in preventing and reducing possible risks. No significant deficiency has been found. 3. Compliance with the law on securities and the Stock Exchange, regulations of the Stock Exchange of Thailand and other legislation related to the businesses of the Company including the compliance with the regulations and obligations that the Company has agreed with external parties- The Audit Committee has reviewed the compliance with the law on securities and the Stock Exchange, regulations of the Stock Exchange of Thailand and other legislation related to the businesses of the Company including the compliance with the regulations and obligations that the Company has agreed with external parties. The Audit Committee has concurred that a significant breach of legislation and regulations as well as obligations that the Company has made with external parties has not been found. 4. Selection of the Auditor-The Audit Committee selected, proposed the Board of Directors for appointment and remuneration of DIA International Auditing Company Limited as the auditor of the Company for 2013. A meeting was held between the Audit Committee and the Auditor every quarter to discuss issues regarding auditing process and solutions for significant issues. 5. Risk Management-The Company’s Board of Directors and executives have regarded the risk management as important and have been careful with it. The Risk Management Committee has also contributed to the consideration and the set-up of risk management systems throughout the organisation. There are regular risk monitoring and reviewing processes to ensure that they are up-to-date and correspond to the current situations. Hence, it is believed that the risk management procedures are going to benefit the Company and all shareholders. 6. Report that may result in a conflict of interest- The Audit Committee has reviewed and provided opinion on related items or items that result in conflict of interest as well as the data publication of such reports according to the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission. 7. Good Corporate Governance- The Company’s Board of Directors and executives regard good corporate governance as important to generate confidence among shareholders. Overall, the Audit Committee has acted independently within the scope of duties and responsibilities assigned by the Company’s Board of Directors and those determined in the Charter of the Audit Committee. The Audit Committee has concurred that the Company has reported its financial information correctly. The Company has operated under the internal control system that is efficient and under an effective risk management. The Company has complied with the legislation, rules and regulations that are related to the Company’s businesses. There were appropriate publicisation of related items and operations is in accordance with sufficient good cooperate governance, transparency and creditability.

(Pol. Lt. Gen. Dr. Nukool Jeamanukoolkit)

ANNUAL REPORT 2013

Chairman of the Audit Committee

Report of the Nomination and Remuneration Committee To Shareholder(s) The Nomination and Remuneration Committee was established by resolution 4/2556 (4/2013) of the Companyâ&#x20AC;&#x2122;s Board of Directors on 9 November 2013. Mrs.Vipavee Boonyaprasit is the Chairman of the Nomination and Remuneration Committee, Mr. Kachen Benjakul is a member of the Nomination and Remuneration Committee, Mrs.Voraporn Chaona is a member and a secretary of the Nomination and Remuneration Committee. In this committee, there are three members in total; two independent members and 1 executive member. In 2013, the Nomination and Remuneration Committee held 2 meetings in total to proceed the following tasks; 1. Draft the charter of the Nomination and Remuneration Committee. 2. Review and improve the charter of the Nomination and Remuneration Committee and consider the compensations of Board members for 2014. Yours sincerely, Mrs.Vipavee Boonyaprasit Chairman of the Nomination and Remuneration Committee

ANNUAL REPORT 2013

Report of the Risk Management Committee Dear shareholders, The company has put great emphasize on risk management in business operation, as a result, the company has implemented the policy for the company and subsidiaries to evaluate risks which could affect the operating performance of the company and subsidiaries, in this matter, the company has appoint three individuals as members of the risk management committee. The responsibilities of risk management committee are supervising the risk management plan for the companyâ&#x20AC;&#x2122;s business operation, risk evaluation, risk prevention, and following and evaluating the compliance to the policy by any department in the company and subsidiaries to report to the companyâ&#x20AC;&#x2122;s audit committee on a quarterly basis, In 2013, the risk management committee has conducted four meetings to consider important matters which can be concluded as follows 1. Proposal of the 2013 risk management plan The risk management committee has gathered to ask all relevant management units to propose the 2013 risk management plan to the risk management committee for consideration and approval. 2. Risk evaluation and risk prevention policy determination The risk management committee has arranged the evaluation of operational risk from any department in the company and subsidiaries, which could affect the business achievements of the company and subsidiaries. The risk level has been categorized from high to low, and delegated the authority to responsible person to propose the preventive measurement and remedy to mitigate such risk to an acceptable level to ensure business achievements of the company and subsidiaries. Thus, to make the administration and risk management efficient, each department must propose own key performance indicator (KPI) of the operational results in the next year, to track, validate, and evaluate whether or not all operational targets are achieved or address the areas that require additional supports or remedies. The evaluation will be done on a quarterly basis. 3. Follow-up and evaluation of risk management policy compliance The risk management committee has closely followed the risk management administration by conducted quarterly meeting with all relevant departments to acknowledge the risk management compliance report, evaluate the risk management compliance, review the risk of the company and subsidiaries, and also provide suggestions for efficient and effective risk management administration according to the planned objectives. 4. Individual project risk management The risk management committee has followed and acknowledged that the company has implement an additional policy in the last year to let management personnel in each project to attend the training and understanding the roles and responsibilities of the projects which are the center of the companyâ&#x20AC;&#x2122;s operation in the development of 2014 risk management plan to control, prevent, and reduce the affects in strategies, financial, operations, and contracts. The individual project risk management will be tracked next year to ensure efficiency and business targets. The risk management committee has suggested that, from the implementation above, the company has implemented efficient risk management plan and complied continuously and efficiently to the plan, which results in the mitigation of risks to an acceptable level and do not severely affect the operations of the company and subsidiaries in 2013. Additionally, the company also planned for 2014 such as the construction of key performance indicator (KPI) at the department level and the individual project risk management in order to increase efficiency to the companyâ&#x20AC;&#x2122;s risk management policy.

ANNUAL REPORT 2013

Mr. Wanchai Wachirawattanatumrong ) Chairman of the Risk Management Committee

Independent Auditor’s Report To The Shareholders of PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED I have audited the accompanying consolidated and separate financial statements of PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED AND SUBSIDIARIES and of PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED, which comprise consolidated and separate statements of financial position as at December 31, 2013, consolidated and separate statements of comprehensive income, consolidated and separate statements of changes in shareholders’ equity, and consolidated and separate statements of cash flows for the year then ended, including notes of summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the financial reporting standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with standards on auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’ s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’ s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED AND SUBSIDIARIES and of PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED as at December 31, 2013, and their financial performance and cash flows for the year then ended in accordance with the financial reporting standards.

D I A International Audit Co., Ltd.

(Mrs. Vilairat Rojnuckarin) C.P.A. (Thailand) Registration No. 3104 ANNUAL REPORT 2013

Financial Statements Consolidated financial statements (Baht) Assets

Note

December 31, 2012 (Restated)

December 31, 2013

Separate financial statements (Baht)

January 1, 2012 (Restated)

December 31, 2013

December 31, 2012 (Restated)

January 1, 2012 (Restated)

Current assets Cash and cash equivalents

29,306,318

66,005,769

10,359,697

27,569,021

65,561,537

9,115,143

Current investment

69,946,539

20,001,201

69,946,539

20,001,201

Trade and other receivables

59,103,434

56,956,351

53,317,169

57,289,566

56,460,498

52,284,371

Loans to related parties

5,000,000

158,356,291

142,963,321

63,676,866

159,805,126

142,023,236

61,399,514

14,417,909

12,642,229

9,835,721

14,417,909

12,642,229

9,835,721

Total current assets Non-current assets Retention Investments in subsidiaries and associate

2,343,719

7,303,690

3,453,720

Investments in joint venture

2,489,810

2,752,288

2,607,783

2,640,000

Investment properties

460,000

Property, plant and equipment

9,918,269

10,160,310

10,903,398

9,540,453

10,016,695

10,689,715

Intangible assets

1,846,903

588,875

523,173

1,766,176

498,340

424,577

Pledged fixed deposit

12,601,271

29,265,361

27,778,251

9,578,396

25,630,638

24,205,992

Long-term loans to related parties

9,000,000

Deferred tax assets

5,614,750

4,023,516

4,038,584

5,498,011

3,933,058

3,932,866

Withholding income tax

4,032,918

8,792,598

4,944,072

3,553,113

8,188,694

4,635,581

Deposit - retention

1,360,649

827,564

188,024

1,354,565

821,480

180,940

Total non-current assets

64,086,198

69,512,741

61,279,006

65,112,313

68,284,854

60,459,112

Total assets

222,442,489

212,476,062

124,955,872

224,917,439

210,308,090

121,858,626

Other non-current assets

Notes to financial statements are parts of these financial statements.

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Consolidated financial statements (Baht) Assets

Note

December 31, 2012 (Restated)

December 31, 2013

Separate financial statements (Baht)

January 1, 2012 (Restated)

December 31, 2012 (Restated)

December 31, 2013

January 1, 2012 (Restated)

Current liabilities Bank overdrafts

772,937

Trade and other payables

21,463,613

20,187,805

15,068,961

21,108,299

19,552,545

14,623,900

115,195

109,032

744,799

115,195

109,032

744,799

348,088

3,670,338

348,088

3,068,234

21,926,896

21,069,774

19,484,098

21,571,582

19,661,577

18,436,933

Current portion of financial lease liabilities Accrued income tax Total current liabilities Non-current liabilities Financial lease liabilities

182,394

297,589

561,703

182,394

297,589

561,703

Employee benefit provisions

24.2

22,259,929

20,268,344

19,645,117

22,148,330

19,665,291

18,940,327

Total non-current liabilities

22,442,323

20,565,933

20,206,820

22,330,724

19,962,880

19,502,030

Total liabilities

44,369,219

41,635,707

39,690,918

43,902,306

39,624,457

37,938,963

100,000,000

Shareholders' equity Share capital Authorized share capital 400,000,000 common shares of Baht 0.25 each

3,000,000

30,000 common shares of Baht 100 each

3,000,000

Issued and paid-up share capital 400,000,000 common shares of Baht 0.25 each

100,000,000

30,000 common shares of Baht 100 each

100,000,000

3,000,000.00

Premium on share capital

3,000,000.00

48,312,106

(130,904)

678

(130,904)

678

2,280,000

1,130,000

300,000

2,280,000

1,130,000

300,000

Unappropriated

27,574,118

21,397,333

81,964,627

30,553,931

21,240,849

80,619,663

Total owners of the Company

178,035,320

170,840,117

85,264,627

181,015,133

170,683,633

83,919,663

Non-controlling interests

37,950

238

327

Total shareholders' equity

178,073,270

170,840,355

85,264,954

181,015,133

170,683,633

83,919,663

Total liabilities and shareholders' equity

222,442,489

212,476,062

124,955,872

224,917,439

210,308,090

121,858,626

Unrealized gain (loss) on changes in investment valuation Retained earnings Appropriated

Notes to financial statements are parts of these financial statements.

ANNUAL REPORT 2013

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2013 Consolidated financial statements (Baht) 2012 (Restated)

2013 Services income

Separate financial statements (Baht) 2012 (Restated)

2013

290,261,703

265,289,742

284,761,530

260,342,004

836,960

(197,548,069)

(181,229,175)

(193,683,310)

(180,165,823)

Cost of sales

(573,193)

Gross profit

92,977,401

84,060,567

91,078,220

80,176,181

Interest income

976,934

713,394

951,712

647,502

Gain on sales of assets

503,836

2,092,838

386,984

2,092,838

1,209,622

103,438

2,263,756

877,335

2,690,392

2,909,670

3,602,452

3,617,675

Profit before expenses

95,667,793

86,970,237

94,680,672

83,793,856

Administrative expenses

(68,640,492)

(67,472,363)

(65,320,012)

(62,978,803)

(51,964)

(96,544)

(29,185)

(95,909)

(868,739)

144,505

Profit before income tax

26,106,598

19,545,835

29,331,475

20,719,144

Income tax expenses

(6,842,216)

(4,283,218)

(6,868,498)

(4,267,958)

Profit for the year

19,264,382

15,262,617

22,462,977

16,451,186

(131,582)

678

(131,582)

678

(131,582)

678

(131,582)

678

19,132,800

15,263,295

22,331,395

16,451,864

Owners of the Company

19,326,680

15,262,706

22,462,977

16,451,186

Non-controlling interests

(62,298)

(89)

19,264,382

15,262,617

22,462,977

16,451,186

Owners of the Company

19,195,098

15,263,384

22,331,395

16,451,864

Non-controlling interests

(62,298)

(89)

19,132,800

15,263,295

22,331,395

16,451,864

0.05

0.07

0.06

0.07

400,000,000

228,098,361

400,000,000

228,098,361

Sales Cost of services

Other income

Other income Total other income

Finance costs Share of profit (loss) on investment in associate and joint venture

Other comprehensive income Gain (loss) on re-measuring of available for sale investment Other comprehensive income (expense) - net of tax Total comprehensive income for the year Profit attributable to :

Total

Total comprehensive income attributable to :

Total Basic earnings per share Earnings per share - owners of the Company Weighted average number of common shares (share) Notes to financial statements are parts of these financial statements.

100

ANNUAL REPORT 2013

Notes to financial statements are parts of these financial statements.

Balance as at December 31, 2013

100,000,000

Total comprehensive income for the year

0 0

Legal reserve

100,000,000

97,000,000

Share capital increase

Dividend paid

Balance as at December 31, 2012 (after restatement)

Total comprehensive income for the year (restated)

Share capital increase

Legal reserve

3,000,000

Dividend paid

Balance as at January 1, 2012 (after restatement)

policy for deferred tax

Cumulative effects of changes in accounting

Balance as at December 31, 2011 (as previously reported)

Note

Issued and paid-up share capital

48,312,106

Premium on share capital

(130,904)

(131,582)

678

Unrealized gain on changes in investment valuation

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2013

2,280,000

1,150,000

1,130,000

830,000

300,000

27,574,118

19,326,680

(1,150,000)

(11,999,895)

21,397,333

15,262,706

(830,000)

(75,000,000)

81,964,627

4,038,572

77,926,055

Unappropriated

Legal reserve

Appropriated

Retained earnings

37,950

(62,298)

100,010

238

(89)

327

315

Non-controlling interests

178,073,270

19,132,800

100,010

(11,999,895)

170,840,355

15,263,295

145,312,106

(75,000,000)

85,264,954

4,038,584.00

81,226,370.00

Total

Consolidated financial statements (Baht)

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

ANNUAL REPORT 2013

101

102

ANNUAL REPORT 2013

Legal reserve

Notes to financial statements are parts of these financial statements.

Balance as at December 31, 2013

Total comprehensive income for the year

Dividend paid

Balance as at December 31, 2012 (after restatement)

Total comprehensive income for the nine-month periods (restated)

Increase capital

100,000,000

97,000,000

Legal reserve

3,000,000

Note

Issued and paid-up share capital

48,312,106

Premium on share capital

(130,904)

(131,582)

678

Unrealized gain on changes in investment valuation

2,280,000

1,150,000

1,130,000

830,000

300,000

30,553,931

22,462,977

(1,150,000)

(11,999,895)

21,240,849

16,451,186

(830,000)

(75,000,000)

80,619,663

3,932,866

76,686,797

Appropriated Unappropriated Legal reserve

Retained earnings

Consolidated financial statements (Baht)

Dividend paid

Balance as at January 1, 2012 (after restatement)

policy for deferred tax

Cumulative effects of changes in accounting

Balance as at December 31, 2011 (as previously reported)

ี้สินและส่วนของผู้ถือหุ้น

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2013

181,015,133

22,331,395

(11,999,895)

170,683,633

16,451,864

145,312,106

(75,000,000)

83,919,663

3,932,866

79,986,797

Total

TRUSTWORTHY PROJECT MANAGER

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2013 Consolidated financial statements (Baht) 2012 (Restated)

2013

Separate financial statements (Baht) 2012 (Restated)

2013

Cash flows from operating activities Profit before income tax

26,106,598

19,545,835

29,331,475

20,719,144

(370,020)

984,074

Gain on sales of current investment

(405,351)

(523)

(405,351)

(523)

(Gain) Loss on sales of assets

(503,836)

(2,092,838)

(386,984)

(2,092,838)

Depreciation of assets

1,893,177

2,324,036

1,770,030

2,211,818

Amortized intangible assets

192,511

192,698

157,704

139,637

Employee benefit expenses

4,609,115

5,593,769

4,221,162

5,551,642

51,964

96,544

29,185

95,909

Amortized expenses

4,944,072

4,635,581

Loss on cost of project provisions

2,639,072

868,739

(144,505)

40,026,041

26,499,090

41,621,854

27,608,863

Trade and other receivables

(1,967,082)

(4,623,255)

(649,068)

(5,160,201)

Retention

(1,775,680)

(2,806,508)

(1,775,680)

(2,806,508)

(533,085)

(639,540)

(533,085)

(640,540)

(4,275,847)

(8,069,303)

(2,957,833)

(8,607,249)

Trade and other payables

(1,363,265)

5,118,845

(1,083,317)

4,928,644

Employee benefit provisions

(2,617,530)

(4,970,542)

(1,738,124)

(4,826,678)

Increase (Decrease) in liabilities from operation

(3,980,795)

148,303

(2,821,441)

101,966

Adjustment net profit to cash receipt (disbursement) from operating activities Dividend income Reversed allowance for doubtful accounts

Interest expenses

Share of (profit) loss on investment in associate and joint venture Profit from operation before changes in operating assets and liabilities (Increase) Decrease in part of operating assets

Other non-current assets (Increase) Decrease in assets from operation Increase (Decrease) in part of operating liabilities

Notes to financial statements are parts of these financial statements.

ANNUAL REPORT 2013

103

TRUSTWORTHY PROJECT MANAGER Consolidated financial statements (Baht) 2012 (Restated)

2013 Cash generated (paid) from operation

Separate financial statements (Baht) 2012 (Restated)

2013

31,769,399

18,578,090

35,842,580

19,103,580

(51,964)

(96,544)

(29,185)

(95,909)

(8,237,027)

(11,787,016)

(8,052,636)

(10,889,497)

23,480,408

6,694,530

27,760,759

8,118,174

190,020

(100,082,672)

(30,000,523)

(100,082,672)

(30,000,523)

50,378,377

10,000,523

50,378,377

10,000,523

(5,000,000)

Payments for investment in subsidiaries and associate

(2,949,980)

(3,849,970)

Pledged fixed deposit

16,664,090

(1,487,110)

16,052,242

(1,424,646)

563,495

2,429,525

386,988

2,429,525

Payments for property, plant and equipment acquisition

(1,710,795)

(2,174,102)

(1,293,793)

(2,131,951)

Payments for intangible assets acquisition

(1,450,540)

(258,400)

(1,425,540)

(213,400)

(9,000,000)

(47,398,005)

(21,490,087)

(53,644,348)

(21,340,472)

(772,937)

772,937

(109,032)

(643,414)

(109,032)

(643,414)

78,312,106

(11,999,895)

(8,000,000)

(11,999,895)

(8,000,000)

100,010

Net cash provided by (used in) financing activities

(12,781,854)

70,441,629

(12,108,927)

69,668,692

Net increase (decrease) in cash and cash equivalents

(36,699,451)

55,646,072

(37,992,516)

56,446,394

Cash and cash equivalents as at January 1

66,005,769

10,359,697

65,561,537

9,115,143

Cash and cash equivalents as at December 31

29,306,318

66,005,769

27,569,021

65,561,537

Interest paid Corporate income tax paid Net cash provided by (used in) operating activities Cash flows from investing activities Proceeds from dividend Payments for current investment acquisition Proceeds from sales of current investment Loans to related parties

Proceeds from sales of assets

Long-term loans to related parties Net cash provided by (used in) investing activities Cash flows from financing activities Increase (Decrease) in bank overdrafts Payments for financial lease liabilities Proceeds from commom shares increase Dividend paid Proceeds from non-controlling interests

Notes to financial statements are parts of these financial statements.

104

ANNUAL REPORT 2013

Notes to the Financial Statements

1. GENERAL INFORMATION

1.1 Project Planning Service Public Company Limited "The Company" was registered as a company limited on June 25, 1987 and converted to be public company limited on June 5, 2012 which is located at 381/6 Soi Rama IX 58 (Soi 7, Seree 7), Rama IX Road, Suanluang, Bangkok. 1.2 The Company engaged in business of engineering consultation service, construction project consultation and management, and utility system construction project.

2. FINANCIAL STATEMENTS PRESENTATION BASIS

2.1 Financial statements preparation The financial statements have been prepared in accordance with Thai financial reporting standards, enunciated under the Accounting Professions Act B.E. 2547 and presented in accordance with the notification of the Department of Business Development by the Ministry of Commerce dated September 28, 2011 regarding the condensed form should be included in the financial statements B.E. 2554 and the regulations of the Securities and Exchange Commission regarding the preparation and presentation of the financial reporting under the Securities and Exchange Act B.E. 2535. The financial statements have been prepared under the historical cost convention, except as transaction disclosed in related accounting policy. 2.2 Accounting standards adoption during the period The Federation of Accounting Professions issued accounting standards, financial reporting standards, standing interpretations and accounting guidance which are expected to be effective for the financial statements beginning on or after January 1, 2013 as detailed below: Accounting Standards TAS 12 Income Taxes TAS 20 Accounting for Government Grants and Disclosure of Government Assistance TAS 21 (Revised 2009) The Effects of Changes in Foreign Exchange Rate Financial Reporting Standards TFRS 8 Operation Segments

Standing Interpretations TSIC 10 Government Assistance-No Specific Relation to Operating Activities TSIC 21 TSIC 25 Accounting Guidance

Income Taxes- Recovery of Revalued Non-Depreciable Assets Income Taxes- Changes in the Tax Status of an Enterprises or its Shareholders Transfers of Financial Assets

Those accounting standards, financial reporting standards, standing interpretations and accounting guidance will have no significantly impacts on these financial statements except for TAS 12 "Income Taxes"as stated in note 5. 2.3 New accounting standards in issue not yet effective The Federation of Accounting Professions issued the financial reporting standards in accordance with the notification which pronounced in the Royal Gazette which have not been effective as follows : ANNUAL REPORT 2013

105

TRUSTWORTHY PROJECT MANAGER

Effective date Accounting Standards TAS 1 (Revised 2012) Presentation of Financial Statements January 1, 2014 TAS 7 (Revised 2012) Statement of Cash Flows January 1, 2014 TAS 12 (Revised 2012) Income Taxes January 1, 2014 TAS 17 (Revised 2012) Leases January 1, 2014 TAS 18 (Revised 2012) Revenue January 1, 2014 TAS 19 (Revised 2012) Employee Benefits January 1, 2014 TAS 21 (Revised 2012) The Effects of Changes in Foreign Exchange Rate January 1, 2014 TAS 24 (Revised 2012) Related Party Disclosures January 1, 2014 TAS 28 (Revised 2012) Investments in Associates January 1, 2014 TAS 31 (Revised 2012) Interests in Joint Ventrue January 1, 2014 TAS 34 (Revised 2012) Interim Financial Reporting January 1, 2014 TAS 36 (Revised 2012) Impairment of Assets January 1, 2014 TAS 38 (Revised 2012) Intangible Assets January 1, 2014 Financial Reporting Standards TFRS 2 (Revised 2012) Share-Based Payments January 1, 2014 TFRS 3 (Revised 2012) Business Combinations January 1, 2014 TFRS 4 Insurance Contracts January 1, 2016 TFRS 5 (Revised 2012) Non-current Held for Sale and Discontinued January 1, 2014 Operations TFRS 8 (Revised 2012) Operating Segments January 1, 2014 Standing Interpretations TSIC 15 TSIC 27 TSIC 29 TSIC 32

106

ANNUAL REPORT 2013

Operating Leases - Incentives Evaluating the Substance of Transactions Involving the Legal form of a Lease Service Concession Arrangements Disclosures Intangible Assets - Web Site Costs

January 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

Effective date Financial Reporting Interpretations TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds TFRIC 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies TFRIC 10 Interim Financial Reporting and Impairment TFRIC 12 Service Concession Arrangements TFRIC 13 Customers Loyalty Programmes TFRIC 17 Distribution of Non-cash Assets to Owners TFRIC 18 Transfers of Assets from Customers

January 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014 January 1, 2014

At present, the Company and its subsidiaries are being evaluated the effects of financial reporting standards, standing interpretations and financial reporting interpretations on the financial statements in the year in which they are initially applied.

3. CONSOLIDATED FINANCIAL STATEMENTS PREPARATION BASIS

3.1 3.2 3.3 3.4

These financial statements have been consolidated by including the financial statements of subsidiaries in which Project Planning Service Public Company Limited has a power to control such company. Balances and transactions between the Company and its subsidiary have been eliminated from the consolidated financial statements on the controllable date. Investment between Project Planning Service Public Company Limited and its subsidiaries have been eliminated under equity method as if the Company owns 100 per cent shareholding in that subsidiaries, and the interest of other shareholders is shown as "Non-controlling interests". These consolidated financial statements are prepared with the objective to show the consolidated financial position and the results of operation of Project Planning Service Public Company Limited and its subsidiaries only. The usefulness of these financial statements for other purposes may be limited due to the difference in types of business of those consolidated companies. The consolidated financial statements consist of the financial statements of Project Planning Service Public Company Limited, a parent company which has shareholding or the significant influence in subsidiaries as follows:

ANNUAL REPORT 2013

107

TRUSTWORTHY PROJECT MANAGER

Percentage of shareholding

Type of business

Relationship

99.99

Design, planning and construction work control

Subsidiary

0.00

Computer services and media services

Subsidiary

December 31, 2012

June 30, 2013

PPS Design Co., Ltd.

99.99

PPS Information Consultant Co., Ltd.

89.99

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4.1 4.2 4.3 4.4 4.5

108

Revenues and Expenses recognition 4.1.1 Revenues from services are recognized as income by reference to the stage of completion which can be estimated reliably. The stage of completion is determined by using the proportion that costs incurred to date bear to estimated total costs of the transaction. 4.1.2 Revenues from services under agreement with undefined service fee are recognized as income when the services are rendered. 4.1.3 Revenues from sales are recognized as income when the goods are delivered and the ownership have been transferred to the buyer. 4.1.4 Revenues and expenses are recognized on an accrual basis. Cash and cash equivalents Cash and cash equivalents are cash on hand and deposit at financial institution which the maturity is less than three months (excluding pledged bank and financial institution deposits). Current investment Current investment are investment in open-end fund and capital market which held as available-for-sale securities, are stated at fair value. The difference of carrying value and fair value as at the financial statements date is recognized as gain and loss on measurement of investment in other comprehensive income. Trade and other receivables Trade and other receivables are stated at the rights to receive amount less allowance fordoubtful accounts.The Company and subsidiaries provide the allowance for doubtful accounts equal to the expected uncollectible receivable base on historical collection experience or the outstanding is more than 365 days that the allowance for doubtful accounts is provided in full amount. Inventories Inventories comprise computer and accessories, are stated at the lower of cost on a first-in first-out basis or net realizable value whichever is lower. The costs of purchase of inventories comprise the purchase price and expenses directly attributable to the acquisition of goods

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED

ISO 9001 Certified

4.6 4.7 4.8 4.9

such as transport less discount and rebates from acquisition of goods. Net realizable value is the estimated selling price in the ordinary course of business less cost necessary to make the sale and selling expenses. Allowance for devaluation is determined for obsolete and defective of goods Investment in subsidiaries and associate Investment in subsidiaries and associate in the separate financial statements are stated at cost less provision for impairment (if any). Investment in associate in the consolidated financial statements is stated by equity method. Investment in joint venture Investment in joint venture is stated at cost less provision for impairment (if any) in separate financial statements and equity method in consolidated financial statements. Investment properties Investment properties are properties held to earn rentals or for capital appreciation or both, are stated at cost less provision for impairment loss. Property, plant and equipment Assets are stated at cost, cost of assets consist of cost of acquisition, dismantlement, removal and restoration less accumulated depreciation and provision for impairment (if any). Depreciation is determined separately for each significant part of assets. Building and equipment are depreciated on a straight-line method over the estimated useful lives of the assets as follows : Number of years Building , building improvement Vehicles, office furniture, office equipment, articles, computer

4.10 4.11 4.12 4.13

20 5

Impairment of Assets The Company has assessed the impairment of investment properties, investing, land and intangible assets whenever events or changes indicate that the carrying amount of assets exceeds its recoverable value. The impairment loss will be recognized in statements of comprehensive income. The Company will reverse the impairment loss whenever there is no longer impairment or reduction in impairment. Recoverable value of asset is either the net selling price or value from utilization of that asset, whichever is higher. The impairment will be estimated from each item of assets or each asset unit generating cash flow, whichever is practical. Intangible assets Intangible assets with the certain useful lives are stated at cost less accumulated amortization and provision for impairment (if any) which will be amortized on a straight line basis as following : Finance lease assets The Company and subsidiaries record vehicles under finance lease as assets and liabilities in statements of financial position in an amount equal to the fair value of the leased assets at the inception of the agreements. The present value of the minimum payments under the agreements is calculated using the interest rates stipulated in the agreements. Interest exenses are recorded to each period over the term of the agreements based on the outstanding balance of the liabilities finance lease during each period. Income tax ANNUAL REPORT 2013

109

TRUSTWORTHY PROJECT MANAGER

110

Income tax expenses for the accounting period comprises current tax and deferred tax. 4.13.1 Current tax The Company and subsidiaries recorded income tax to be paid in each year as expenses in the that period and calculated income tax in conditions as prescribed by the Revenue Code. 4.13.2 Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they adjust, using tax rates enacted or substantively enacted at the reporting date. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences and carry forward of unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.Deferred tax is recognized directly to shareholdersâ&#x20AC;&#x2122; equity, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. Accounting estimates Preparation of financial statements in conformity with Thai Financial Reporting Standards required the management to make several estimation and assumption which affect the reported amounts in the financial statements and notes related thereto. Consequent actual results may differ from those estimates which may be adjustment to the carrying amount of assets in the next financial period related to allowance for doubtful accounts, depreciation, allowance for devaluation of inventories and provision for impairment of assets. Other esti mates are further described in the corresponding disclosures. Provisions Provisions The Company recognizes a provision when an entity has a present legal or constructive obligation as a resultof a past event. It is probable that an outflow of economic benefits re sources will be required to settle the obligation and reliable estimate can be made of the amount of the obligation. If some or all the expenditure is required to settle a provision, is expected to be reimbursed when it is virtually certain that reimbursement will be received if the Company settles the obligation. The amount recognized should not exceed the amount of the provision. The provisions and assumptions may have a risk of causing an adjustment to the assets in the next financial year related to employee benefit provisions which estimated by the actuary on the actuarial basis and certified by the management at the statements of fi nancial position. It is probable that the provisions may have uncertainty in respect of the nature of project is to be long-term loans as stated in note 4.16.2. Other estimates are further described in the corresponding disclosures. Employee benefits 4.16.1 Provident fund The Company has established provident fund under the defined contribution plan. The fund's assets areseparated entities which are administered by the outsider fund manager. The Company and employees made contribution into such provident fund. The Company's contribution payments to the provident fund were recorded as expenses in statements of comprehensive income in the period in which they are incurred.

4.14 4.15 4.16

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

4.16.2 Employee benefits The Company provides for post-employment benefits, payable to employees under the Thai Labor Law. The present value of employee benefit liabilities recognized in the statements of financial position is estimated on an actuarial basis using Projected Unit Credit Method. The calculation was made by utilizing various assumptions about future events. The Company is responsible for the selection of appropriate as sumptions. The assumptions used in determining the net period cost for employee benefits include the discount rate, the rate of salary increment,and employee turnover. Any changes in these assumptions will impact the net periodic cost re corded for employee benefits. On an annual basis, the Company determine the apropriate discount rate, which represents the interest rate that should be used to determine the present value of future cash flows currently expected to be required to settle the employee benefits. In determining the appropriate discount rate, the Company consider the market yield based on Thai government bonds with currency and term similar to the estimated term of benefit obligation.

The Significant actuarial assumption can be summarized as follows : Consolidated and Separate financial statements (Baht) 2556 and 2555 Discount rate

per annum 3.84%

Employee turnover

Estimated from the historical information

Mortality rate

According to Thailand TMO97 male and female tables

5. CHANGES IN ACCOUNTING POLICY FOR DEFERRED TAX

On January 1, 2013, the Company has changed accounting policy for deferred tax, which recognized on temporary differences arising from differences between the tax base of assets and liabilities and their carrying amounts as at the end of reporting period by using tax rate enacted as at the end of reporting period as stated in note 4.13. The Company has recorded deferred tax by using cumulative effects as an adjustment to the beginning retained earnings of 2013 and made retroactively adjustments the 2012 financial statements. From the changes in this accounting policy, the consolidated and separate financial statements for the year ended December 31, 2012 represented the increase in beginning retained earnings by the amount of Baht 4.02 million (separate : Baht 3.93 million) and net assets by the same amount. The consolidated and separate financial statements for the year ended December 31, 2012 and January 1, 2012 has changed as follows :

ANNUAL REPORT 2013

111

TRUSTWORTHY PROJECT MANAGER

Deferred tax assets Unappropriated retained earnings Non-controlling interests

Consolidated statements of financial position (Baht) as at December 31, 2012 Difference Restated Previous 0 4,023,516 4,023,516 (17,373,828) (21,397,333) (4,023,505) (227) (238) (11)

Deferred tax assets Unappropriated retained earnings

Separate statements of financial position (Baht) as at December 31, 2012 Difference Restated Previous 0 3,933,058 3,933,058 (17,307,791) (21,240,849) (3,933,058)

Deferred tax assets Unappropriated retained earnings Non-controlling interests

Consolidated statements of financial position (Baht) as at January 1, 2012 Difference Restated Previous - 4,038,584 4,038,584 (77,926,055) (81,964,627) (4,038,572) (315) (327) (12)

Deferred tax assets Unappropriated retained earnings

Separate statements of financial position (Baht) as at January 1, 2012 Difference Restated Previous - 3,932,866 3,932,866 (76,686,797) (80,619,663) (3,932,866) Consolidated statements of comprehensive income (Baht) For the year ended December 31, 2012

Income tax Net profit

112

ANNUAL REPORT 2013

Difference 4,268,150 15,277,685

Restated 4,283,218 15,262,617

Previous 15,068 (15,068)

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Earnings per share

0.07

0.00

Separate statements of comprehensive income (Baht) For the year ended December 31, 2012

Difference 4,268,150 16,450,994 0.07

Income tax Net profit Earnings per share

Restated 4,267,958 16,451,186 0.07

Previous (192) 192 0.00

6. CASH AND CASH EQUIVALENTS

Cash on hand

Consolidated financial statements (Baht) 2012 2013 150,000 129,516

Separate financial statements (Baht) 2012 2013 135,000 125,000

Current accounts

62,000

40,000

30,000

40,000

Savings deposit

22,700,400

63,284,162

21,347,415

63,007,581

Fixed deposit

6,222,318

1,488,010

6,056,606

1,324,875

Cheque in transit

171,600

1,064,081

Total

29,306,318

66,005,769

27,569,021

65,561,537

7. CURRENT INVESTMENT

Open-end fund-debt securities

Consolidated financial statements (Baht) 2012 2013 25,316,511 10,000,523

Separate financial statements (Baht) 2012 2013 25,316,511 10,000,523

Investments in bills of exchange

25,210,028

10,000,678

25,210,028

10,000,678

Other investments

9,420,000

Fixed deposit

10,000,000

69,946,539

20,001,201

69,946,539

20,001,201

Total

ANNUAL REPORT 2013

113

TRUSTWORTHY PROJECT MANAGER

8. TRADE AND OTHER RECEIVABLES

Note

Consolidated financial statements (Baht) 2012 2013

Separate financial statements (Baht) 2012 2013

8.1 Trade accounts receivable - Related companies

26.1.2

4,576,778

476,112

4,694,279

634,600

- Others

52,016,012

55,492,992

51,248,619

54,607,992

Total

56,592,790

55,969,104

55,942,898

55,242,592

(1,175,288)

Trade accounts receivable - net 8.2 Other receivables

55,417,502

54,793,816

54,767,610

54,067,304

Accrued income

2,041,900

959,884

808,277

1,190,484

Advance payment

883,359

725,085

936,668

725,085

Prepaid expenses

749,978

469,210

692,316

465,727

Other receivables

10,695

8,356

84,695

11,898

3,685,932

2,162,535

2,521,956

2,393,194

Total trade and other 59,103,434 56,956,351 receivables Trade accounts receivable was separated by aging as follows :

57,289,566

56,460,498

Less Allowance for doubtful accounts - Other receivables

Total other receivables

In due

23,034,087

33,485,135

22,967,348

32,878,623

During 1 - 90 days

30,397,780

21,385,569

30,314,627

21,265,569

During 91 - 180 days

1,408,823

908,823

During 181 - 365 days

653,700

Overdue 365 days

1,098,400

56,592,790

55,969,104

55,942,898

55,242,592

9. LOANS TO RELATED PARTIES

As at December 31, 2013, the Company has loans to two subsidiaries in the form of promissory notes in the amount of Baht 5 million which are due at call, at the interest rate of 2.25% without collaterals.

114

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

10. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATE

Percentage of shareholding 2013 2012

Consolidated Separate financial statements financial statements (Baht) (Baht) Equity method Cost method 2013

2012

2013

2012

Subsidiaries PPS Design Co., Ltd.

99.99

3,453,720 3,453,720

PPS Information Consultant Co., Ltd.

89.99

0.00

899,990

4,353,710 3,453,720

2,343,719 0 2,343,719 2,343,719

0 0 0 0

2,449,980 0 500,000 0 2,949,980 0 7,303,690 3,453,720

Total Associate Swan & Maclaren (Thailand) Co., Ltd. Builk Asia Co., Ltd. Total Grand total

35.00 10.00

0.00 0.00

On January 4 , 2013, the Company has investment in ordinary shares of PPS Information Consultant Co., Ltd. for 89,999 shares in the price of Baht 10 each (par value of Baht 10 each) amounting to Baht 0.90 million. On April 9, 2013, the Company has investment in ordinary shares of Swan & Maclaren (Thailand) Co., Ltd. for 874,998 shares (par value of Baht 10 each) by calling for payment of 25% amounting to Baht 2.19 million. Subsequent on September 23, 2013, Swan & Maclaren (Thailand) Co., Ltd. has reduced the registered and number of share capital and the Company has additionally invested amount of Baht 0.26 million. As a result, the Company has invested 244,998 shares at Baht 10 each (par value of Baht 10 each) amounting to Baht 2.45 million. On August 19, 2013, the Company has investment in ordinary shares of Builk Asia Co., Ltd. for 50,000 shares (per value of Baht 10 each) amounting to Baht 0.50 million which had the investment proportion at 10% but the Company has presented as investment in associate since the Company has the significantly influence by the Company's directors are common directors of such company.

ANNUAL REPORT 2013

115

TRUSTWORTHY PROJECT MANAGER

11. INVESTMENTS IN JOINT VENTURE

Percentage of shareholding 2013 2012 80 80

Joint venture PPQ Joint Venture

Consolidated Separate financial statements financial statements (Baht) (Baht) Equity method Cost method 2013 2012 2013 2012 2,489,810 2,752,288 2,640,000 2,640,000

PPQ Joint Venture is established under the joint venture agreement between Project Planning Services Public Company Limited, PTF Services Co., Ltd. and Cubic Engineer and Architect Co., Ltd. on March 20, 2009 in proportionate of 80:15:5 respectively with the objective to engage in business of construction work control services for a public agency. Summary financial information of investment in parties under common control in which the Company recorded such investment by using equity method base on its proportion. (Baht)

2012 80 1,448,730 1,768,592

Percentage owned Current assets Non-current assets

2013 80 2,484,856 1,887,726

Current liabilities

1,882,772

465,035

Services income Cost of services Other income Expenses Income tax expenses

3,512,643 3,295,479 5,885 485,527 0

647,908 485,931 801 14,814 3,460

12. INVESTMENT PROPERTIES

Cost - land (Less) Provision for impairment Total investment properties - net

116

ANNUAL REPORT 2013

Consolidated and Separate financial statements (Baht) 2013 (Baht) 2012 1,031,800 1,031,800 (571,800) (571,800) 460,000 460,000

0 0 0 0 0 0

Depreciation for the year

Sales/write off

Balance as at December 31, 2012

Depreciation for the year

Sales/write off

Balance as at December 31, 2013

2,900,000

Balance as at December 31, 2012

7,218

1,468

(9,213,384)

(5,750)

(9,207,634)

(280,344)

(8,927,290)

9,214,852

Building

3,195,605

3,170,171

(768,340)

(195,704)

(572,636)

(173,252)

(399,384)

3,938,511

170,270

3,768,241

499,145

3,269,096

Building improvement

2,943,395

2,675,098

(3,709,950)

(1,050,766)

(2,659,184)

(904,702)

(1,754,482)

6,385,048

782,469

5,602,579

1,608,077

3,994,502

Office equipment

89,971

82,903

(98,104)

(33,696)

(64,408)

(23,404)

(41,004)

181,007

26,628

154,379

66,879

87,500

Office furniture

1,024,121

529,728

(7,304,211)

6,025,894

(521,588)

(12,808,517)

8,328,108

(942,334)

(20,194,291)

7,833,939

(6,025,899)

27,200

13,832,638

(9,425,000)

503,738

22,753,900

Vehicles

Consolidated financial statements (Baht)

558,901

(85,673)

644,574

Computer accessories

1,893,177

10,160,310

9,918,269

(21,179,662)

6,025,894

(1,893,177)

(25,312,379)

8,328,108

(2,324,036)

(31,316,451)

29,446,790

(6,025,899)

1,651,141

35,472,689

(9,425,000)

2,677,839

42,219,850

Total

Depreciation for the year ended December 31, 2012 2,324,036 As at December 31, 2013, the Company' s land, building and building improvement and as at December 31, 2012, land, building and part of building improvement - net amount of Baht 6.10 million were used as guarantee against bank overdrafts line and letter of guarantee issued by banks as stated in note 18 and 28.4 respectively.

Depreciation for the year ended December 31, 2013

2,900,000

Balance as at December 31, 2013

Net book value

Balance as at January 1, 2012

Accumulated depreciation :-

2,900,000

Sales/write off

Balance as at December 31, 2013

Increase

2,900,000

Sales/write off

Balance as at December 31, 2012

2,900,000

Land

Increase

Balance as at January 1, 2012

Cost :-

13. PROPERTY, PLANT AND EQUIPMENT

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

ANNUAL REPORT 2013

117

118

ANNUAL REPORT 2013 0 0 0 0 0 0

Depreciation for the year

Sales/write off

Balance as at December 31, 2012

Depreciation for the year

Sales/write off

Balance as at December 31, 2013

2,799,782

89,971

73,818

(97,189)

(32,781)

(64,408)

(23,405)

(41,003)

171,007

16,628

154,379

66,879

87,500

Office furniture

1,024,119

505,566

(7,301,172)

5,144,234

(518,548)

(11,926,858)

8,328,108

(942,334)

(19,312,632)

7,806,738

(5,144,239)

12,950,977

(9,425,000)

503,738

21,872,239

Vehicles

527,710

(92,218)

619,928

Computer accessories

10,016,695

9,540,453

(20,552,118)

5,144,234

(1,770,030)

(23,926,322)

8,328,108

(2,211,818)

(30,042,612)

30,092,571

(5,144,239)

1,293,793

33,943,017

(9,425,000)

2,635,689

40,732,328

Total

As at December 31, 2013, the Company' s land, building and building improvement and as at December 31, 2012, land, building and part of building improvement - net amount of Baht 6.10 million were used as guarantee against bank overdrafts line and letter of guarantee issued by banks as stated in note 18 and 28.4 respectively.

2,211,818

3,195,605

2,361,720

(3,079,815)

(925,029)

(2,154,786)

(792,483)

(1,362,303)

5,441,535

486,967

4,954,568

1,565,927

3,388,641

Office equipment

Depreciation for the year ended December 31, 2012

7,218

3,170,171

(768,340)

(195,704)

(572,636)

(173,252)

(399,384)

3,938,511

170,270

3,768,241

499,145

3,269,096

Building improvement

1,770,030

2,900,000

Balance as at December 31, 2012

1,468

(9,213,384)

(5,750)

(9,207,634)

(280,344)

(8,927,290)

9,214,852

Building

Depreciation for the year ended December 31, 2013

2,900,000

Balance as at December 31, 2013

Net book value

Balance as at January 1, 2012

Accumulated depreciation :-

2,900,000

Sales/write off

Balance as at December 31, 2013

Increase

2,900,000

Sales/write off

Balance as at December 31, 2012

2,900,000

Increase

Balance as at January 1, 2012

Land

Separate financial statements (Baht)

TRUSTWORTHY PROJECT MANAGER

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

14. INTANGIBLE ASSETS

Computer software

Consolidated financial statements (Baht) 2013 2012 2,589,479 1,138,939

Separate financial statements (Baht) 2013 2012 2,255,759 830,219

Less Amortized software copyright

(742,576)

(550,064)

(489,583)

(331,879)

1,846,903

588,875

1,766,176

498,340

Total

The Company and subsidiaries amortized computer software for the year ended December 31, 2013 and 2012 amount of Baht 0.19 million and Baht 0.20 million respectively (Separate : Baht 0.16 million and Baht 0.14 million respectively).

15. PLEDGED FIXED DEPOSIT

Pledged fixed deposit Total

Consolidated financial statements (Baht) 2013 2012 12,601,271 29,265,361

Separate financial statements (Baht) 2013 2012 9,578,396 25,630,638

12,601,271

9,578,396

29,265,361

25,630,638

As at December 31, 2013 and 2012, the Company and subsidiaries used total fixed deposit to guarantee against bank overdrafts amount of Baht 10.50 million and Baht 24.50 million respectively (Separate : Baht 7.50 million and Baht 21.50 million respectively) and guarantee goods acquisition facility - oil coupon amount of Baht 1 million as stated in note 18 and 28.1 respectively.

16. LONG-TERM LOANS TO RELATED PARTIES

As at December 31, 2013, the Company has loans to related company by entering into agreement amount of Baht 9 million for the period of not exceed 5 years, at the interest rate of 6% per annum. The partial payment is made at the rate of 1% by a lump sum at the end of the year. The remaining is repayable including the repayment of convertible loans or exercise right to convert the increased ordinary share of related company. The right of the Company is to appoint an authorized person to be director of related company and convert loans to be ordianry shares not exceed 25% of related company's ordinary shares.

ANNUAL REPORT 2013

119

TRUSTWORTHY PROJECT MANAGER

17. INCOME TAX EXPENSES / DEFERRED TAX

Deferred tax assets and liabilities components comprise the following transaction: Consolidated financial statements (Baht) 2013 2012

Separate financial statements (Baht) 2013 2012

Deferred tax assets Unrealized gain (loss) on available-for-sale investment

32,726

Investment in associate

100,000

Investment properties

114,360

Loss on cost of project provisions

527,814

Reserve for long-term employee benefits Expenses estimates

4,446,406

4,023,516

4,429,667

3,933,058

387,430

Financial lease liabilities estimates

6,014

5,614,750

4,023,516

5,498,011

3,933,058

Total

Income tax expenses for the year ended December 31, 2013 and 2012 are summarized as follows:

Statements of comprehensive income Consolidated financial Separate financial statements (Baht) statements (Baht) 2013 2012 2013 2012 Current tax : Income tax for the year

8,400,724

4,268,151

8,400,724

4,268,150

15,067

(1,532,226)

(192)

4,283,218

6,868,498

4,267,958

Deferred tax : (1,558,508) Deferred tax resulted from temporary difference and reversal of temporary difference Income tax expenses presented in statements of comprehensive

120

ANNUAL REPORT 2013

6,842,216

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Reconciliation between income tax expenses and multiplication of taxable profit and tax rate used for the year ended December 31, 2013 and 2012 can be presented as follows: Consolidated financial Separate financial statements (Baht) statements (Baht) 2013 2012 2013 2012 Taxable profit before income 26,106,598 19,545,835 29,331,475 20,719,144 tax Income tax rate 20% 23% 20% 23% Taxable profit before income tax multiply with tax rate Taxable effects for :

5,221,320

4,495,542

5,866,295

4,765,403

(74,004)

(1,163,678)

Undeductible expenses

1,303,221

951,354

1,210,054

666,233

Others

391,689

(133,847)

Total

1,620,906

(212,324)

1,002,203

(497,445)

Income tax expenses presented in statements of comprehensive income Effective income tax rate

6,842,226 26.21%

4,283,218 21.91%

6,868,498 23.42%

4,267,958 20.60%

Exempted income Additional deductible expense

18. BANK OVERDRAFTS

As at December 31, 2013 and 2012, the Company and subsidiaries have overdrafts line amount Baht 33.50 million and Baht 24.50 million respectively (Separate : Baht 30.50 million and Baht 21.50 million respectively), guaranteed by land and building, and pledged fixed deposit as stated in note 13 and 15 respectively.

ANNUAL REPORT 2013

121

TRUSTWORTHY PROJECT MANAGER

19. TRADE AND OTHER PAYABLES

Note

Consolidated financial statements (Baht) 2013 2012

Separate financial statements (Baht) 2013 2012

19.1 Trade accounts payable - Related companies

26.1.13

6,750

- Others

2,770,511

2,374,513

2,766,910

1,945,030

Total

2,770,511

2,374,513

2,773,660

1,945,030

- Accrued expenses

9,354,767

9,774,929

9,013,878

9,569,152

- Advance received

3,967,600

3,888,463

3,967,600

3,888,463

- Others

5,370,735

4,149,900

5,353,161

4,149,900

Total other payables

18,693,102

17,813,292

18,334,639

17,607,515

Total trade and other payables

21,463,613

20,187,805

21,108,299

19,552,545

19.2 Other payables

20. FINANCIAL LEASE LIABILITIES

Vehicles

Consolidated financial statements (Baht) 2013 2012 503,738 503,738

Separate financial statements (Baht) 2013 2012 503,738 503,738

Less Accumulated depreciation

(189,626)

(88,879)

(189,626)

(88,879)

Net book value

314,112

414,859

314,112

414,859

The minimum amount to be paid for the above financial lease as follows :

Within 1 year

Consolidated financial statements (Baht) 2013 2012 128,714 128,714

Separate financial statements (Baht) 2013 2012 128,714 128,714

Over 1 year not exceed 3 years

189,814

318,528

189,814

318,528

447,242

318,528

447,242

(20,939)

(40,621)

(20,939)

(40,621)

297,589

406,621

297,589

406,621

Less Interest payment in the future of financial lease Present value of financial lease liabilities

122

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Financial lease liabilities excluding interest payment in the future are as follows : Consolidated financial statements (Baht) 2013 2012 297,589 406,621

Separate financial statements (Baht) 2013 2012 297,589 406,621

lease liabilities

(115,195)

(109,032)

(115,195)

(109,032)

Financial lease liabilities - net

182,394

297,589

182,394

297,589

Financial lease liabilities Less Current portion of financial

21. LEGAL RESERVE

By virtue of the Public Company Limited B.E. 2535, the Company is required to appropriate net profit as a legal reserve at least 5% of annual net profit deducted with deficit brought forward (if any) until the reserve reaches an amount of 10% of authorized share capital. Such reserve is not available for dividend distribution.

22. DIVIDEND PAID

According to the minutes of Board of directors' meeting No. 1/2013 and the minutes of shareholders' general meeting for the year 2013 held on February 23, 2013 and April 17, 2013, passed the resolution to pay dividend from the results of operation for the accounting period of 2012 to the shareholders at Baht 0.03 each for 400 million shares amounting to Baht 12 million. The Company will pay such dividend on May 2013.

23. DIRECTORS’ REMUNERATION AND MANAGEMENT BENEFIT EXPENSES

Directors’ remuneration According to the minutes of shareholders’ general meeting No. 1/2013 held on April 17, 2013, passed to determine directors’ remuneration, meeting allowance and directors’ gratuity for the year 2013 not exceed total amount of Baht 2 million. Management benefit expenses Management benefit expenses focus salaries, remunerations and other benefits paid to their directors and management, in accordance with the definitions of the Office of the Securities and Exchange Commission for the year ended December 31, 2013 and 2012, amounted to Baht 30.93 million and Baht 32.08 million (Separate : Baht 28.61 million and Baht 29.25 million respectively).

24. EMPLOYEE BENEFITS

24.1 Provident Fund The Company and employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530 and the Provident Fund Act No. 2 (B.E. 2542). The fund is contributed both by the employees and the Company by deducting the employees' salaries and the Company will pay a contribution. The benefits are entitled to the employees on their resignation in accordance with the fund regulation. For the year ended December 31, 2013 and 2012, the Company and subsidiaries paid the contribution to provident fund amount of Baht 4.08 million and Baht 3.74 million respectively (Separate : Baht 4.01 million and Baht 3.63 million respectively). 24.2 Employee benefit provisions Changes in present value of employee benefit obligations plan. ANNUAL REPORT 2013

123

TRUSTWORTHY PROJECT MANAGER

Statements of financial position (Baht) Consolidated financial Separate financial statements (Baht) statements (Baht) 2013 2012 2013 2012 Employee benefit provisions, beginning of the period

20,268,344

19,645,117

19,665,291

18,940,327

Current cost of service and interest Actuarial loss on defined employee

4,375,497

3,792,332

4,221,163

3,686,943

233,618

1,801,437

1,864,699

(2,617,530)

(4,970,542)

(1,738,124)

(4,826,678)

22,259,929

20,268,344

22,148,330

19,665,291

Actuarial loss on defined employee benefits Employee benefit expenses Employee benefit provisions, end of the period

25. EXPENSES ANALYZED BY NATURE

The Company's expenses analyzed by nature for the year ended December 31, 2013 and 2012 are summarized as below : Statements of financial position (Baht) Consolidated financial Separate financial statements (Baht) statements (Baht) 2013 2012 2013 2012 Salary, wages and other employee benefit expenses 212,750,204 205,895,006 206,730,257 201,801,963 Depreciation and amortization of intangible assets

2,097,239

2,516,734

1,927,734

2,351,455

Directors' remuneration

550,000

893,000

550,000

893,000

30,950,347

32,079,192

28,652,649

29,246,891

Management benefit expenses

124

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

26. TRANSACTION WITH RELATED PERSONS AND PARTIES No. 1

Persons or Relationship parties PPS Design Company Subsidiary Limited

PPS Information Subsidiary Consultant Company

Pongtheerathorn Company Limited

PPQ Joint Venture

Common directors and shareholders

Joint ventures

Type of relation

Pricing policy

Rent and other services

At the agreed price

Project's consultant

At cost, without inter-company profit charging Non-interest bearing At the agreed price At the price applicable to other customers Non-interest bearing At the price closed to market price At the price

Loans to the Company Rent and administrative services Purchase of goods and services Loans to the Company Rent of room for seminar

Projects consultant terminated in January 2012

applicable to other customers

Project's consultant

At the price applicable to other customers

Rent and other services

Builk Asia Co., Ltd.

Associate

Mr. Prasong Tharachai

Director president and major shareholder

At the price closed to market price Advertising on web site of Builk At the price appliAsia Co., Ltd. cable to other customers Hire of software development At the price applicable to other customers Loans from the Company At the agreed price At the rate of 6% without collaterals Guarantee financial lease liabilities Non-remuneration of the Company terminated on June 1, 2012

ANNUAL REPORT 2013

125

TRUSTWORTHY PROJECT MANAGER

Mr. Somphant Hongchintakul

8 9

Mr. That Thongpakdi Managing director Mr. Somchai Vongsawan- Managing director grasami

Guarantee financial lease liabilities Non-remuneration of the Company terminated on June 1, 2012

Vice director president and major shareholder

The Company sold 1 vehicle The Company sold 2 vehicles

At market price At market price

26.1 Transactions and amounts in statements of financial position as at December 31, 2013 and 2012 with related parties are as Consolidated financial Separate financial statements (Baht) statements (Baht) 2013 2012 2013 2012 26.1.1 Cheque in transit PPS Design Co., Ltd.

192,772

PPS Design Co., Ltd.

117,501

158,488

PPQ Joint Venture

4,576,778

476,112

4,576,778

476,112

4,576,778

476,112

4,694,279

634,600

15,000

180,000

2,000

17,000

180,000

83,900

54,142

51,900

30,000

165,800

54,142

29,160

Total 26.1.2 Trade accounts receivable

Total 26.1.3 Other receivables-rental receivable PPS Design Co., Ltd. PPQ Joint Venture Total 26.1.4 Other receivables - other service receivables PPS Design Co., Ltd. PPS Information Consultant Co., Ltd. PPQ Joint Venture Total 26.1.5 Other receivables - advance payment PPS Design Co., Ltd. PPS Information Consultant

126

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Co., Ltd. Total

24,150

53,310

4,488

53,727

58,215

26.1.6 Prepaid expenses PPS Information Consultant Co., Ltd. Builk Asia Co., Ltd. Total

Separate financial statements (Baht) December 31, January 1, Decrease Increase 2013 2013 26.1.7 Short-term loans to related parties PPS Design Co., Ltd.

4,000,000

PPS Information Consultant Co., Ltd.

1,000,000

Total

5,000,000

26.1.8 Long-term loans to related parties Builk Asia Co., Ltd.

9,000,000

Total

9,000,000

Consolidated financial statements (Baht) 2013 2012

Separate financial statements (Baht) 2013 2012

26.1.9 Intangible assets Builk Asia Co., Ltd. Total

600,000

494,320

26.1.10 Equipment PPS Information Consultant Co., Ltd. Total

ANNUAL REPORT 2013

127

TRUSTWORTHY PROJECT MANAGER

24.1.11 Prepaid deposit PPS Information Consultant Co., Ltd. Total

74,000

19,849

13,377

90,000

123,226

24.1.12 Accrued interest PPS Design Co., Ltd. PPS Information Consultant Co., Ltd. Builk Asia Co., Ltd. Total

Consolidated financial statements (Baht) 2013 2012

Separate financial statements (Baht) 2013 2012

26.1.13 Trade accounts payable PPS Design Co., Ltd. Total

6,750

393,458

4,704

82,479

4,704

82,479

390,000

4,704

82,479

394,704

82,479

26.1.14 Other payables Builk Asia Co., Ltd. Total 26.1.15 Accrued expenses Pongtheerathorn Co., Ltd. PPS Information Consultant Co., Ltd. Total

128

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

26.2 Transactions and amounts of statements of comprehensive income for the year ended December 31, 2013 and 2012, with related companies are as follows: Consolidated financial statements (Baht) 2013 2012

Separate financial statements (Baht) 2013 2012

26.2.1 Consulting income PPS Design Co., Ltd.

627,987

3,309,300

PPQ Joint Venture

6,102,370

444,965

6,102,370

444,965

6,102,370

444,965

6,730,357

3,754,265

54,898

196,481

54,898

196,481

Total 26.2.2 Over-time income PPS Design Co., Ltd. Total

Consolidated financial statements (Baht) 2013 2012

Separate financial statements (Baht) 2013 2012

26.2.3 Rental income and service PPS Design Co., Ltd.

744,267

787,200

PPS Information Consultant Co., Ltd.

309,867

204,000

1,258,135

787,200

PPS Design Co., Ltd.

19,849

PPS Information Consultant Co., Ltd.

13,377

108,000

141,226

803,735

PPQ Joint Venture Total 24.2.4 Interest income

Builk Asia Co., Ltd. Total 26.2.5 Gain on sales of assets Executive directors Total

ANNUAL REPORT 2013

129

TRUSTWORTHY PROJECT MANAGER

26.2.6 Cost of services PPS Design Co., Ltd.

85,797

Pongtheerathorn Co., Ltd.

120,000

85,797

120,000

336,497

145,000

336,497

145,000

1,819,512

179,918

516,415

145,000

2,335,928

145,000

Total 26.2.7 Administrative expenses Pongtheerathorn Co., Ltd. PPS Information Consultant Co., Ltd. Builk Asia Co., Ltd. Total

27. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION

27.1 Cash and cash equivalents Cash and cash equivalents consist of cash on hand and all type of deposit which are due within threemonths periods and without restriction on withdrawal.

Cash on hand

Separate financial statements (Baht) 2013 2012 2013 2012 150,000 129,516 135,000 125,000

Current accounts

62,000

40,000

30,000

40,000

Savings deposit

22,700,400

63,284,162

21,347,415

63,007,581

Fixed deposit

6,222,318

1,488,010

6,056,606

1,324,875

Cheque in transit

171,600

1,064,081

29,306,318

66,005,769

27,569,021

65,561,537

Total

28. COMMITMENT AND CONTINGENT LIABILITIES

130

28.1 28.2 28.3 28.4

As at December 31, 2013 and 2012, the Company has purchase order facility in the form of oil coupon amount of Baht 1 million, guaranteed by pledged bank deposits as stated in note 15. As at December 31, 2013 and 2012, the Company and subsidiaries are liable on payment under operating lease in the amount of Baht 15.71 million and Baht 13.03 million respectively (Separate : Baht 14.97 million and Baht 11.37 million respectively). As at December 31, 2013 and 2012, the Company is liable to pay service fee under service agreement amount of Baht 8.45 million and Baht 11.28 million respectively As at December 31, 2013 and 2012, the Company has contingent liabilities for bank issuance of letter of guarantee against work contract amounting to Baht 10.14 million and Baht 7.24 million respectively guaranteed by part of land with its building as mentioned in note 13.

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

29. SEGMENT INFORMATION

The Company and subsidiaries' s operations involve virtually in business of engineering advisory and computer accessaries distribution of which had sales volumn less than 10% of total income, therefore, there is immaterialy disclosure of segment information. The Company and subsidiaries engaged their business only in one geographical segment in Thailand, therefore, there is no financial information by segment to be presented.

30. DISCLOSURE AND PRESENTATION OF FINANCIAL INSTRUMENTS

30.1 30.2 30.3

Accounting Policy The significant accounting policies and method adopted the basis of recognition and measurement relating to each class of financial assets and liabilities have been disclosed in note 4. Interest Rate Risk Interest rate risk from changes in market interest rate will affect the results of the Company's operation and its cash flows. The Company and subsidiaries' s financial instruments comprise overdrafts lines which had interest rate fluctuated on market rate and financial lease liabilities had fixed interest rate. Fair Value of Financial Instruments Financial assets shown in statements of financial position consist of cash on hand and at banks, trade accounts receivables, notes receivable and promissory notes. Financial liabilities shown in statements of financial position consist of bank overdrafts, trade accounts payable and financial lease liabilities. The book value of financial assets and liabilities in the statements of financial position are close to their estimated fair value.

31. CAPITAL MANAGEMENT

The objective of capital management of the Company and subsidiaries is to prepare the financial structure to be properly appropriated and preserve the ability to continue their operation as a going concern. As at December 31, 2013 and 2012, the Company and subsidiaries have debt to equity ratio as summarized below : Separate financial statements (Baht) 2013 2012 2013 2012 Debt to equity ratio 0.25 0.25 0.25 0.24

32. EVENTS AFTER THE REPORTING PERIOD

On February 25, 2014, the meeting of the Company's Board of directors No.1/2014 passed the resolution to propose for approval the dividend payment form the 2013 results of operations to the shareholders at Baht 0.04 per share amounting to Baht 16 million tothe General Meeting of the shareholders for the years 2014.

33. FINANCIAL STATEMENTS APPROVAL

These financial statements were approved and authorized for issue by the Company's Board of directors on February 25, 2014.

ANNUAL REPORT 2013

131

3-year comparative financial statistics Financial Statements (A) Auditor and summary of auditor’s report The auditor’s report of the financial statements of the company and its subsidiaries for the year 2011 – 2013 Audited financial : For the year 2011 ended 31 December 2011 statements Auditor : For the year 2011 ended 31 December 2011 : DIA International Auditing Company Limited By Mrs. Wilairat Rotnakarin, certified public accountant , registration no. 3104 who has been granted license from the Office of the Securities and Exchange Commission. Auditor’s comment : Exhibits unqualified opinion that the consolidated financial statement and separate statement of consolidated financial position and separate financial position, consolidated operation results and separate operation result, consolidated cash flow, and separate cash flow present fairly in all material respects and be in accordance with financial reporting standard. Audited financial statements Auditor

Auditor’s comment

Audited financial statements Auditor Auditor’s comment

: For the year 2012 ended 31 December 2012 : DIA International Auditing Company Limited By Mrs. Wilairat Rotnakarin, certified public accountant , registration no. 3104 who has been granted license from the Office of the Securities and Exchange Commission. . : Exhibits unqualified opinion that the consolidated financial statement and separate statement of consolidated financial position and separate financial position, consolidated operation results and separate operation result, consolidated cash flow, and separate cash flow present fairly in all material respects and be in accordance with financial reporting standard. : For the year 2013 ended 31 December 2013 : DIA International Auditing Company Limited By Mrs. Wilairat Rotnakarin, certified public accountant , registration no. 3104 who has been granted license from the Office of the Securities and Exchange Commission. : Exhibits unqualified opinion that the consolidated financial statement and separate statement of consolidated financial position and separate financial position, consolidated operation results and separate operation result, consolidated cash flow, and separate cash flow present fairly in all material respects and be in accordance with financial reporting standard.

Financial Position and results of operation Financial Statements (A) Table of summary of financial position and results of operation (Consolidated financial statements)

132

ANNUAL REPORT 2013

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Audited

Ended 31 Dec.2011 Million % Baht 10.36 8.29% 0.00 0.00 49.43 39.55% 49.63 39.72% (0.21) -0.17% 3.88 3.11% 0.00 0.00% 0.00 0.00% 63.67 50.96% 9.84 7.87% 0.00 0.00% 2.61 2.09% 0.46 0.37% 10.90 8.73% 0.52 0.42% 27.78 22.23% 4.04 3.23% 0.00 0.00% 5.13 4.11% 61.28 49.04% 124.95 100.00% 0.00 0.00% 15.07 12.06% 0.74 0.60% 3.67 2.94% 0.00 0.00% 19.48 15.59% 0.56 0.45% 19.65 15.73%

Ended 31 Dec.2012 Million % Baht 66.01 31.07% 20.00 9.41% 54.79 25.79% 55.97 26.34% (1.18) -0.55% 2.16 1.02% 0.00 0.00% 0.00 0.00% 142.96 67.29% 12.64 5.95% 0.00 0.00% 2.75 1.30% 0.46 0.22% 10.16 4.78% 0.59 0.28% 29.27 13.77% 4.02 1.89% 0.00 0.00% 9.62 4.53% 69.51 32.71% 212.47 100.00% 0.77 0.36% 20.19 9.50% 0.11 0.05% 0.00 0.00% 0.00 0.00% 21.07 9.92% 0.30 0.14% 20.27 9.54%

Ended 31 Dec.2013 Million % Baht 29.31 13.18% 69.95 31.45% 55.42 24.91% 56.60 25.44% (1.18) -0.53% 3.69 1.66% 0.00 0.00% 0.00 0.00% 158.36 71.19% 14.42 6.48% 2.34 1.05% 2.49 1.12% 0.46 0.21% 9.92 4.46% 1.85 0.83% 12.60 5.67% 5.61 2.52% 9.00 4.05% 5.39 2.42% 64.08 28.81% 222.44 100.00% 0.00 0.00% 21.46 9.65% 0.12 0.05% 0.35 0.16% 0.00 0.00% 21.93 9.86% 0.18 0.08% 22.26 10.01%

20.21

16.18%

20.57

9.68%

22.44

10.09%

39.69

31.77%

41.63

19.59%

44.37

19.95%

3.00 3.00 0.00 0.30 81.96

2.40% 2.40% 0.00% 0.24% 65.59%

100.00 100.00 48.31 0.01 1.13 21.39

47.07% 47.07% 22.74% 0.00% 0.53% 10.07%

100.00 100.00 48.31 (0.13) 2.28 27.57

44.96% 44.96% 21.72% -0.06% 1.03% 12.39%

Total for parent company

85.26

68.23%

170.84

80.41%

178.03

80.04%

Total for non-controlling interest

0.00

0.00%

0.00

0.00%

0.04

0.02%

Total shareholder’s equity

85.26

68.23%

170.84

80.41%

178.07

80.06%

Total liabilities and shareholder’s equity

124.95

100.00%

212.47

100.00%

222.44

100.00%

Summary of Statements of Financial Position Cash and cash equivalents Temporary investment Account receivable - Net Account receivable Allowance for doubtful accounts Other receivable loans to related parties Other current assets Total current assets Retention Investments in subsidiary company Investments in joint ventures Real estates for investment Land, building and equipment Intangible asset Fixed deposit with guarantee burden Deferred income tax Long-term loans Other non-current assets Total non-current assets Total assets Bank overdraft Account payable and other payables Current portion of liability under financial lease due within one year Accrued corporate income tax Other current liabilities Total current liabilities Liability under financial lease Provisions for employee benefits

Total non-current liabilities Total liabilities Registered capital Issued and paid up capital

Premium on share Unrealized gain (loss) from revaluation of investment Retained earnings Appropriated Unappropriated

ANNUAL REPORT 2013

133

TRUSTWORTHY PROJECT MANAGER Audited

Audited

2011

Summary of statement of comprehensive income

Revenue from sale and rendering service

Million Baht 256.16

Revenue from rendering service

Audited

2012

100.00%

265.29

100.00%

290.26

99.71%

0.00%

0.00

0.00%

0.84

0.29%

170.35

66.50%

181.23

68.31%

198.12

68.06%

170.35

66.50%

181.30

68.31%

197.55

67.86%

0.00

0.00%

0.00

0.00%

0.57

0.20%

85.81

33.50%

84.06

31.69%

92.98

31.94%

0.54

0.21%

2.91

1.10%

2.69

0.92%

86.35

33.71%

86.97

32.78%

95.67

32.86%

Administrative expense

52.52

20.50%

67.47

25.43%

68.63

23.58%

Share of profit (loss) from investments in joint ventures

(0.01)

-0.01%

0.14

0.05%

(0.87)

-0.30%

33.81

13.20%

19.64

7.40%

26.15

8.99%

0.24

0.09%

0.10

0.04%

0.05

0.02%

33.58

13.11%

19.54

7.37%

26.10

8.97%

11.52

4.50%

4.28

1.61%

6.84

2.35%

22.05

8.61%

15.26

5.75%

19.26

6.62%

0.00

0.00%

0.01

0.00%

(0.13)

-0.04%

22.05

8.61%

15.27

5.76%

19.13

6.57%

Share of total comprehensive profit

Parent company

20.44

7.98%

15.26

5.75%

19.33

6.64%

Non-controlling interest

1.62

0.63%

(0.00)

0.00%

(0.06)

-0.02%

0.0511

0.0382

0.0483

0.25

400.00

Cost of goods sold and rendering service Cost of rendering service Cost of goods sold Gross profit Other revenues Profit before expense

Profit before financial cost and corporate income tax Financial cost Profit before tax Corporate income tax Profit (Loss) for the year Other comprehensive profit (loss) Total comprehensive profit for the year

Earnings per share # parent company (Fully Dilute) (Baht/share) Par value (Baht/share)

Number of common share – after IPO (Million shares)

256.16

100.00%

0.00

2013 Million Baht 291.10

Revenue from sale

100.00%

Million Baht 265.29

Remarks: /1– Adjust par value to be the same value for the comparison of earnings per share by adjusting the par value of 2011 from 100 Baht/share to 0.25 Baht/ share.

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PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Audited

2011

2012

2013

Million Baht

Profit (Loss) before corporate income tax

33.58

19.54

26.10

Adjustment of net income to cash received (paid) from operating

4.71

6.95

13.92

activities

38.29

26.49

40.02

(15.68)

(4.62)

(1.96)

Account receivable and other receivables

0.02

0.00

Other current assets

(3.50)

(2.81)

(1.78)

Retention

0.37

(0.64)

(0.53)

(18.80)

(8.07)

(4.27)

Operating assets (increase) decrease

5.60

5.12

(1.36)

Account payable and other payables

0.00

(4.97)

(2.62)

Provisions for employee benefits

0.05

0.00

Other current liabilities

5.65

0.15

(3.98)

Operating liabilities (increase) decrease

25.14

18.57

31.77

Cash received (paid) from operations activity

(0.23)

(0.10)

(0.05)

Interest paid

(8.02)

(11.79)

(8.24)

16.89

6.69

23.48

Cash provided by (used in) operating activities

0.00

0.19

Cash received from dividend

(0.05)

(30.00)

(100.08)

10.00

50.38

Cash received from temporary investment

(0.36)

(1.48)

16.66

Fixed deposit with guarantee burden (increase) decrease

0.00

(2.95)

Cash paid in subsidiary and joint ventures

0.00

2.43

0.56

Cash received from asset disposal

(1.00)

(2.17)

(1.71)

Cash paid for purchasing of and, building, and equipment

(0.24)

(0.26)

(1.45)

Cash paid for purchasing of intangible asset

0.00

(9.00)

(1.65)

(21.48)

(47.40)

Net cash provided by (used in) investing activities

(2.88)

0.77

(0.77)

Overdraft increase (decrease)

(1.28)

(0.64)

(0.11)

Liabilities under financial lease increase (decrease)

0.00

78.31

0.00

Cash received from increased share capital

(1.59)

0.00

Purchasing of investments in subsidiaries from non-controlling interests.

(4.50)

(8.00)

(12.00)

Dividend paid

(3.23)

0.00

0.10

(13.48)

70.44

(12.78)

Net cash provided by (used in) financing activities

1.77

55.65

(36.70)

Cash and cash equivalent increase (decrease) - net

8.59

10.36

66.01

Cash and cash equivalent at the beginning of the year

10.36

66.01

29.31

Â Summary of cash flow statementsÂ

Profit from operating activity before change in Operating Assets and Liabilities

Other non-current assets

Cooperate income tax paid

Investments in joint ventures (increase) decrease

Long-term loans

Cash received (Paid) from non-controlling interests

Cash and cash equivalent at the end of the year

ANNUAL REPORT 2013

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Financial ratio

Audited 2011

2012

2013

Current ratio

เท่า

3.27

6.79

7.22

Cash ratio

เท่า

0.90

0.33

1.09

Account receivable turnover

เท่า

5.96

5.02

5.17

Average debt collection period

วัน

Account payable turnover

เท่า

13.07

10.28

9.51

Average payment period

วัน

Cash cycle

วัน

Gross profit margin

33.50%

31.69%

31.94%

Operating profit margin

13.20%

7.40%

8.99%

Cash and profitability ratio

49.96%

34.06%

89.77%

Net profit ratio

8.61%

5.75%

6.62%

Return on equity

26.62%

11.92%

11.04%

Return on assets

19.61%

9.05%

8.86%

Return on fixed assets

37.99%

23.34%

28.84%

Asset turnover

เท่า

2.32

6.44

5.40

Financial policy ratio

Debt to equity ratio

เท่า

0.47

0.24

0.25

Interest coverage ratio

เท่า

120.91

114.66

584.58

Coverage ratio (cash basis)

เท่า

2.41

0.60

1.54

20.41%

491.43%

62.29%

Liquidity ratio

Profitability ratio

Efficiency ratio

Dividend payout/2

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ANNUAL REPORT 2013

Audit Fee 1. Remuneration for review and audit of financial statement. (Audit Fee) The company and its subsidiaries have paid the remuneration for the audit of financial statements for the accounting period of 2011 – 2012 and the estimated remuneration for 2014 to DIA International Auditing Company Limited as follows: Unit : Baht

2011

2012

2013

1.1. PPS and consolidated financial statements

320,000

365,000

375,000

1.2. PPSD

210,000

80,000

1.3. PIC 2. Review of interim financial statements 2.1. PPS and consolidated financial statements 2.2. PPSD 2.3. PIC 3. Other expenses PPS/1 Total for PPS and consolidated financial statements Grand total

0 180,000 120,000 0 0 500,000 830,000

0 180,000 120,000 0 100,000 500,000 930,000

65,000 210,000 90,000 45,000 0 575,000 855,000

50,000

Annual audit fee

2014

225,000 90,000 45,000 0 600,000 865,000

Remarks : /1O ther expenses are expenses related to preparation of working paper and interview of auditor of the Office of The Securities and Exchange Commission based on lump sum basis in the amount of 100,000 baht. The ordinary shareholders’ meeting no. 1/2012 held on 11 April 2012 has approved the aforesaid expenses. 2. Non-Audit Fee - None -

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137

Management Discussion and Analysis Operating result

(A) Overview of the operating result The company operates an engineering consultancy business to provide consulting service and project construction management service for various construction projects. The service offered is a long-term consultancy service which can be segregated into two categories as below: 1) The fixed-revenue contract (the turnkey contract) where the company realizes the revenue from service providing on a percentage of completion method when a completion can be accurately estimated in accordance to the proportionate cost of service as incurred to the total estimated cost of service. The company bills the invoice on a monthly basis according to the amount in the contract. 2) The monthly-based payment contract where the company realizes the revenue when the service provided is completed and the service fee will be charged on a monthly basis according to the actual number of staffs involved in the project by calculating from the professional service fee for each profession stated in the contract. Additionally, the company has started a business expansion to leverage the project construction management service expertise such as designing, project construction management service application development, and system support for example. The company has started to realize part of the revenue from the expansion. Moreover, the subsidiaries have won more oversea projects; this makes the revenue of the company and the subsidiaries growing steadying from 256.70 million baht in 2011 to 268.20 million baht in 2012 and to 293.79 million baht in 2013, respectively. The compound annual growth rate (CAGR) is 4.60 percent per annum during the past three years. The parent company has made a net profit of 20.44 million baht in 2011, 15.26 million baht in 2012, and 19.33 million baht in 2013, respectively. The average growth during the past three years is minus 4.40 percent per annum. Analysis of the operating result Revenue The company and the subsidiaries have earned the revenue from providing consultancy and project construction management service. The accounting policy of the company to realize the revenue differs according to the contract type, which is (1) the fixed-revenue contract (the turnkey contract), where the company realizes the revenue from service providing on a percentage of completion method according to the generally accepted accounting principles, and (2) the monthly-based payment contract where the company realizes the revenue when the service provided is completed and the service fee will be charged on a monthly basis according to the actual number of staffs involved in the project For the fiscal year of 2011-2013, the revenue of the company and the subsidiaries is 256.70 million baht in 2011, 268.20 million baht in 2012 and 293.79 million baht in 2013, respectively. The details can be found below Year 2011 M Baht Revenue from service Revenue from selling Other revenue Total revenue

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256.16 0.00 0.54 256.70

Year 2012 %

99.79% 0.00% 0.21% 100.00%

M Baht 265.29 0.00 2.91 268.20

Year 2013 %

98.92% 0.00% 1.08% 100.00%

M Baht 290.26 0.84 2.69 293.79

% 98.80% 0.28% 0.92% 100.00%

PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Revenue from service

For the fiscal year of 2011-2013, the revenue of the company and the subsidiaries growing steadying from 256.16 million baht in 2011 to 265.29 million baht in 2012 and to 290.26 million baht in 2013, respectively. The company and the subsidiaries have provided the service to 51 projects in 2011. The revenue from service growth was 42.72 percent from the previous year as the company was able to provide service to more projects, and the construction of some projects have been resumed after a suspension in 2010. For the fiscal year of 2012, the company has earned 265.29 million baht from service, an increase of 9.13 million baht or 3.56 percent. The company has earned 204.51 million baht from 38 continuing projects and 60.78 million baht from 37 new projects. The majority of revenue earned in 2012 was coming from the short-term construction project such as Tesco Lotus branch expansions; this made the company realized the revenue from 75 projects, up from 51 the previous year. For the fiscal year of 2013, the company has earned 290.26 million baht from service, an increase of 9.41 percent. The company has earned 104.53 million baht from 43 new projects and 186.20 million baht from 46 continuing projects. The growth was still coming from the major customers such as Tesco and CPN, where they have contributed 84.05 million baht and 59.82 million baht, a growth of 16.21 percent and 19.45 percent from the previous year, respectively. Nevertheless, the company has earned revenue from new customers such as 5 projects from Property Perfect Public Company Limited valued at 28.36 million baht, and the residential building in Hongsa Power Plant, Lao Peopleâ&#x20AC;&#x2122;s Democratic Republic valued at 11.51 million baht. The revenue of company and the subsidiaries can be categorized into revenue from continuing projects and new projects in each fiscal year, and the number of projects that were serviced and realized for each fiscal year during 2011-2013 as below Year 2011

205.10

No. of projects 28

51.06 256.16

23 51

M.Baht 1. Revenue from continuing projects 2. Revenue from new projects Total revenue from service

Year 2012

Year 2013

204.51

No. of projects 38

60.78 265.29

37 75

M.Baht

186.20

No. of projects 46

104.06 290.26

43 89

M.Baht

The company also realized 0.84 million baht revenue from the disposal of computer and peripheral equipment from the subsidiary in 2013.

Other revenue

Other sources of revenue from the company and the subsidiaries were interest received and other revenue. The company and the subsidiaries have earned 0.54 million baht, 2.91 million baht, and 2.69 million baht as revenue from other sources during fiscal year 2011-2013 respectively. The company has earned 0.97 million baht from an interest in the investment, 0.50 million baht from assets disposal, 0.45 million baht from selling the mutual fund units, and 0.37 million baht from the mutual fund dividend in 2013.

Service cost and gross profit margin

Service cost of the company and the subsidiaries are comprised of major items such as salary, benefits, personnel expense for directors, project managers, engineers, technical specialists, and project secretaries. The company recorded the cost according to the actual number of staffs in each project in accordance with the consultancy contract. Other service costs are comprised of project management expense and traveling expense for example. Additional consultancy cost are applicable for some projects such as the development of Chulalongkorn Memorial Hospital, where the company has to employed external specialists for the architectural design work, information technology specialists, support and transportation specialists, and environmental specialists for example. ANNUAL REPORT 2013

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For the fiscal year of 2011-2013, the company and the subsidiariesâ&#x20AC;&#x2122; service cost was 170.35 million baht, 181.23 million baht, and 197.55 million baht, or 66.50 percent, 68.31 percent and 67.86 percent of the revenue from service respectively. The increasing service cost was attributed to the growing of project under management for each year. Moreover, the company has adjusted the estimation for the Chulalongkorn Memorial Project in 2013 and the project cost was subsequently increased by 2.64 million baht, the exclusion of this item would make the service cost down to 194.91 million baht or 67.15 percent of the revenue from service. For the fiscal year of 2011-2013, the company and the subsidiaries have a gross profit margin at 85.81 million baht, 84.06 million baht, and 92.71 million baht, or 33.50 percent, 31.69 percent and 31.94 percent of the total revenue from selling and service respectively. The gross profit margin for the 2013 fiscal year would be 32.85 percent of the total revenue from selling and service if excludes the loss from estimation adjustment. The company and the subsidiaries have a marginal increase in gross profit margin from the year earlier, however, the employee cost such as salary and employee benefits such as social security fund contribution and provident fund contribution varies according to the increasing number of employees and the amount of contracts, which was increased from 163.15 million baht in 2012 to 171.78 million baht in 2013, a 8.62 million baht or 5.29 percent increase. However, the company was able to control the overtime payment in 2013 as the cost of overtime payment was 16.81 million baht, a decrease of 1.91 million baht or 10.28 percent from the year earlier, though the number of projects and personnel were increased. The external professional consultancy fee was decreased to 8.05 million baht in 2012 to 6.55 million baht in 2013, a decrease of 1.51 million baht as projects were finishing.

Administrative expense

Administrative expense of the company and the subsidiaries were primarily consisted of office personnel, including management, and other management expense such as vehicle and transportation expenses of management and employees, and financial, tax, and legal consultancy fee for example. The company and the subsidiariesâ&#x20AC;&#x2122; administrative expense during fiscal year 2011-2012 were at 52.52 million baht and 67.47 million baht, for example. For 2013, the administrative expense of the company and the subsidiaries was at 68.64 million baht, an increase of 1.17 million baht or 1.73 percent. The salary, compensation, and benefits of management and employees was 39.49 million baht, a 3.71 million baht or 8.60 percent decrease from the year earlier, the company has established a cost saving sub-committee so the compensation structure of the management and employees were adjusted to be more efficient. However, other administrative expenses of the company such as charitable contribution, financial and legal consultancy fee, and investor relation fee were increased.

Net profit and net profit ratio Fiscal year

Net profit Net profit ratio Average shareholderâ&#x20AC;&#x2122;s equity Return on equity Dividend payout Dividend payout ratio

2011 20.44 7.98% 80.81 27.29% 4.50 20.41%

2012 15.26 5.75% 126.03 12.11% 75.00 491.43%

2013 19.33 6.64% 174.45 11.08% 12.00 62.29%

For the fiscal year of 2011-2012, the company and the subsidiaries have a net profit margin (only for the parent company) of 20.44 million baht and 15.26 million baht or 8.61 percent and 5.75 percent of the revenue from service, respectively. For the fiscal year of 2013, the company and the subsidiaries have a net profit margin (only for the parent company) of 19.33 million baht or 6.62 percent, an increment from the last year, as a result of growing revenue

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PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

for both the company and the subsidiaries and more effective cost management and selling and administration expense. Therefore, the net profit should be 23.96 million baht or 8.23 percent if excludes 4.63 million baht of unclaimed withholding tax, a one-time expense.

Return on shareholder’s equity

The company and the subsidiaries’ return on equity were 27.29 percent and 48.44 percent during the fiscal year of 2012-2013. The average return on equity (only for the parent company) was 80.81 million baht and 126.03 million baht respectively. The company and the subsidiaries’ return on equity were 44.17 percent during the fiscal year of 2013, a decrease of 4.27 percent. The shareholder’s equity (only for the parent company) was 174.45 million baht. The decrement of the shareholder’s equity in comparison to 2012 was an increment of 48.42 million baht in the average shareholder’s equity, an increase of 38.42 percent.

Financial position and assets

The net assets of the company and the subsidiaries were valued at 120.92 million baht, 212.47 million baht, and 222.44 million baht on 31 December 2011, 31 December 2012, and 31 December 2013 respectively. Total assets in 2013 were increased by 9.97 million baht or 4.68 percent from the year earlier. The examples of assets were 29.31 million baht in cash and cash equivalent, 69.95 million baht in temporary investment, and 55.42 million baht in account receivables.

Cash and cash equivalent

On 31 December 2011 and 31 December 2012, the company and the subsidiaries possessed 10.36 million baht and 66.01 million baht of cash and cash equivalent respectively. Most of cash was petty cash and reserved cash for each project, which was 5,000 to 25,000 baht for each project. The rest was either saving, current, or time deposit. As of 31 December 2013, the company and the subsidiaries possessed 29.31 million baht of cash and cash equivalent, a decrement of 36.70 million baht or 60.00 percent, since the company has increased the mutual fund investment from 20.00 million baht to 69.95 million baht. The source of increased cash and cash equivalent was from the raise of capital in the stock exchange.

Account receivables, other receivables, and allowance for doubtful account

Maturity Not yet due During 1-90 days During 91-180 days During 181-365 days Over 365 days Total Less allowance for doubtful account Net account receivables

(Unit: Million baht) 31 December 31 December 2012 2013 33.49 23.04 21.39 30.40 0.00 1.41 0.00 0.65 1.10 1.10 55.97 56.60 (1.18) (1.18) 54.79 55.42

As of 31 December 2011 and 31 December 2012, the company and the subsidiaries were having 49.43 million baht and 54.79 million in net account receivables and other receivables, respectively. The company has 55.42 million baht in account receivables and other receivables, an increase of 0.63 million baht. The ANNUAL REPORT 2013

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companyâ&#x20AC;&#x2122;s account receivables were coming from the 30-day credit term offered to the customers after the invoice date, however, the company has a collection process from project owners which has a specific monthly schedule such as invoice date and cheque collection date for example, in order to collect the receivables in the scheduled time period. As of 31 December 2013 the company and the subsidiaries have an increment in net account receivables and other receivables, the company have no increment in account receivables with more than 365 days, and the company has already reserved the amount in full for account receivables over 365 days. The above table presents the summary of account receivables according to maturity as of 31 December 2012 and 31 December 2013.

Retention

As of 31 December 2011 and 31 December 2012, the company and the subsidiaries have a retention valued at 9.84 million baht and 12.64 million baht respectively; this is to comply with the project management contract that requires the retention. The owner of large-scale projects or high-value or government-owned projects such as the projects from Central Group, or the MRT Blue Line, would deduct the retention from the invoiced amount for approximately 5-10 percent of the project value. The average warranty period is 1 year from the delivery date. As of 31 December 2013, the company and the subsidiaries have a retention valued at 14.46 million baht, an increase from the year earlier, as the company has earned more revenue from the Central Group such as Central Embassy project, Central Suratthani project, Central Chaingmai project, Silom Complex Building project, for instance. This group of customers deducts the retention from the companyâ&#x20AC;&#x2122;s invoiced bill.

Land, building, and equipment

As of 31 December 2011 and 31 December 2012, the company and the subsidiaries possessed 10.90 million baht and 10.16 million baht worth of net land, building and equipment, respectively. This comprised of the land of the headquarter, the office building, the decoration, facilities, office furniture, durable foods, and vehicles, etc. As of 31 December 2013, the company and the subsidiaries possessed 9.92 million baht worth of net property, plant, and equipment, a small decrease according to a depreciation according to normal accounting practices.

Fixed deposits with guarantee burden

As of 31 December 2011 and 31 December 2012, the company and the subsidiaries were having 27.78 million baht and 29.27 million baht in fixed deposits with guarantee burden respectively, an increase in fixed deposits with guarantee burden is a result from an extension of credit from financial institutions to the company and the subsidiaries in the form of overdraft account or performance guarantee credit, which increased as a result of increasing number of project value and contracts. As of 31 December 2013, the company and the subsidiaries were having 12.60 million baht in fixed deposits with guarantee burden, a decrease of 56.95 percent. The company has changed the pledged collaterals to the financial institutions by increasing building value, and the company used non-pledge bank deposits to invest in the mutual fund to enhance the return.

Capital source Liabilities

As of 31 December 2011, 31 December 2012, and 31 December 2013, the company and the subsidiaries were having 39.69 million baht, 41.63 million baht, and 44.37 million baht for total liabilities respectively. This was a result from recording an employee benefit liabilities in 2011 according to the Accounting Standard Volume 19, which would become in effect form the 2011 fiscal year onwards, and the increase of account payables and unpaid corporate tax. Thus, the description of major items in the liabilities is listed below

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PROJECT PLANNING SERVICE PUBLIC COMPANY LIMITED ISO 9001 Certified

Account payables and other payables

As of 31 December 2011 and 31 December 2012, the company and the subsidiaries were having 12.11 million baht and 20.19 million baht in account payables, respectively. The company was having account payables because some project owners would like to hire the overall project management and the company does not have a specialist according to the requirement from project owners, so the company has hired external specialists such as architectural design specialists, information technology specialists, support and transportation specialists, and environmental specialists to work with the company for the Chulalongkorn Memorial Hospital and the Thai Red Cross projects. Other payables are inclusive of unpaid expenses and unearned revenue for example. As of 31 December 2013, the company and the subsidiaries were having 21.46 million baht in account payables and other payables. Account payables amount was 2.77 million baht and other payable amount was 18.69 million baht, which was comprised of unpaid expenses, unearned revenue, and other payables for example.

Employee benefit liabilities estimation

The company has adopted the Volume 19 of the Account Standard regarding to employee benefit. The actuarial mathematician estimated the employee benefit liabilities where the management has recorded liabilities and employee benefits incurred before 2011 by adjusting the retained earnings on the first day of the 2011 fiscal year according to the said accounting standard. As of 31 December 2012 and 31 December 2013, the company and the subsidiaries were having 20.27 million baht and 22.26 million baht in employee benefits respectively, a net increase of 1.99 million baht or 9.81 percent. The increase benefits amount was at 4.61 million baht, and the payoff to retired employees was 2.62 million baht

Shareholder’s equity

As of 31 December 2011 and 31 December 2012, the company was having 81.23 million baht and 170.81 million baht in shareholder’s equity, respectively. The shareholder’s equity in 2011 was increasing as a result of net operating profit in 2011, but was partially offsetting by employee benefit liabilities according to Volume 19 of the Thai Accounting Standard, which took an effect from 2011 onwards, the company has then adjusted the retained earnings at the start of the 2011 fiscal year and the company also paid dividend in 2011, therefore, the retained earnings was increased only marginally. As of 31 December 2012, the company was having 170.84 million baht in shareholder’s equity; the registered and paid-up capital of the company was 100.00 million baht. The retained earnings as of 31 December 2011 and 31 December 2012 was at 82.26 million baht and 22.52 million baht respectively. The decreasing retained earnings was resulted from the 75 million baht dividend distribution from retained earnings to shareholders according to the 1/2012 shareholder’s general meeting on 11 April 2012. As of 31 December 2012, the company was having 170.84 million baht in shareholder’s equity, an increase of 89.61 million baht or 110.32 percent from the year earlier as a result of selling 120,000,000 million shares at 0.70 baht in the initial public offering. The par value is 0.25 baht per share. The company has received 48.31 million baht as an additional paid-in capital after deduction of issuance and offering expenses. As of 31 December 2013, the company and the subsidiaries were having 178.07 million baht in shareholder’s equity, an increase of 7.23 million baht or 4.24 percent from the year earlier, as a result of increasing retained earnings from the 2013 operating period.

Capital structure

The company and the subsidiaries have the debt to equity ratio (D/E ratio) of 0.49 times, 0.24 times, and 0.25 times at the end of 2011, 2012, and 2013 respectively (calculated from total liabilities divided by the parent’s company equity on the same year-end date). The debt to equity ratio was increased in 2011 as a result of liabilities increment of the company and the subsidiaries especially account payables, other payables, and accrued expenses. Also, the employee benefits was recorded as liabilities in 2011 according to the Article 19 of the Thai Accounting Standard regarding to employee benefits, which affected financial statement starting on or before 1 January 2011, and reconciled such amount to the retained earnings at the start of fiscal year 2011. As ANNUAL REPORT 2013

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TRUSTWORTHY PROJECT MANAGER

a result, the debt to equity ratio was significantly increased. The debt to equity ratio was decreased in 2012 as a result of an initial public offering; however, the company has no long-term debt with the financial apartments in 2013, while the company has only 0.29 million baht financial lease, so the debt to equity ratio was at 0.25 times, a steady level in comparison to 2012.

Liquidity Unit Cash and cash equivalent Current assets Current liabilities Current ratio (Current ratio/Current liabilities) Cash flow from operation

31 December

M. Baht M. Baht M. Baht

2010 10.36 63.68 19.48

2012 66.01 142.96 21.07

2013 29.31 158.35 21.93

Times

3.27

6.79

7.23

M. Baht

16.89

6.69

23.48

The current ratio at the end of 2013 was 7.23 times, an increment from the year earlier, as current assets was increased more than current liabilities. Current assets were increased by 15.40 million baht or 10.78 percent from the withdrawal of time deposit to invest in the mutual fund. The company and the subsidiaries’ cash flow from operation was 23.48 million baht in 2013, this reflects an efficient liquidity management of the company.

Investment expense

The company and the subsidiaries have no significant investment expense 2013. The investment expense was only buying office stationaries and office building decoration in a small amount. The company has the following investment in the subsidiaries and affiliates according to the following information. บริษัทย่อย/บริษัทร่วม 1) PPS Information Consultation Company Limited 2) Swan and McLaren (Thailand) Company Limited 3) Builk Asia Company Limited Total

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ANNUAL REPORT 2013

จ�ำนวนเงินที่ PPS ลงทุน Investment type

Ratio

Common stock Common stock Common stock Long-term debt

89.99% 35.00% 10.00% -

Million Baht 0.89 2.45 0.50 9.00 12.84

General Information of the Company and other Referenced Persons Project Planning Service PLC (PPS) Contact Address No. 381/6 Soi Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok 10250 Telephone 0 2718 2785-9 Fax 0 2300 5545-6 Website www.pps.co.th Type of Business Provision of engineer consulting services; advice and manage construction projects for project owners for building projects and various utility and infrastructure projects especially those projects that need special expertise in engineering. Registered Capital 100 million baht, paid in full. Each share unit has a value of 0.25 baht. The total shares amount to 400 million units. Public Company Registration Number 0107555000147 Subsidiary Companies PPS Design Company Limited (PPSD) Contact Address No. 381/6 Soi Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok 10250 Telephone 0 2718 2785-9 Fax 0 2300 5545-6 Website www.pps.co.th Type of Business Provision of structural and system designs Registered Capital 3 million baht. Each share unit has a value of 100 baht. The total number of shares amounts to 30,000 units Shareholding Proportion 29,998 units or 99.99 percent. PPS Information Consultant Company Limited (PIC) Contact Address No. 381/6 Soi Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok 10250 Telephone 0 2718 2785-9 Fax 0 2300 5545-6 Website www.pps.co.th Type of Business Provision of Information Technology regarding the production of media and advertising media. Registered Capital 1 million baht. Each share unit has a value of 10 baht. The total number of shares amount to 100,000 units. Shareholding Proportion 89,999 units or 90 percent.

ANNUAL REPORT 2013

145

TRUSTWORTHY PROJECT MANAGER

Joint-stock Company Swan & Maclaren (Thailand) Company Limited Contact Address No. 381/6 Soi Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok 10250 Telephone 0 2300 5518 Fax 0 2300 5545-6 Website www.pps.co.th Type of Business Provide architectural design service to accommodate architectural and engineering designs for domestic and ASEAN Economic Community (AEC) markets Registered Capital 7 million baht. Each share unit has a value of 10 baht. The total number of shares amount to 700,000 units. Shareholding Proportion 24,500 units or 35 percent Builk Asia Company Limited (BUILK) Contact Address 6th Floor, G.P. House, 71 Sap Street, Si Phraya, Bang Rak, Bangkok 10500 Telephone 0 2236 9799 Fax 0 2236 9798 Website www.builk.com Type of Business Provide information technology services related to construction industry. The main services include the provision of business and project construction management software. Registered Capital 5 million baht. Each share unit has a value of 10 baht. The total number of shares amount to 500,000 units. Shareholding Proportion 50,000 units or 10 percent Joint-venture PPQ Joint-venture Contact Address No. 381/6 Soi Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok 10250 Telephone 0 2718 2785-9 Fax 0 2300 5545-6 Website www.pps.co.th Type of Business Supervise construction project of the Supreme Court Building, Office of the Judiciary Joint-ventureâ&#x20AC;&#x2122;s Capital 3.30 million baht Joint-venture proportion 2.64 million baht

146

ANNUAL REPORT 2013

Other referenced persons Securities Registrar

Thailand Securities Depository Company Limited 4th and 7th floors, Stock Exchange of Thailand 62 Ratchadapisek Road, Klong Toei, Bangkok, 10110. Tel. 0 2229 2000 Fax. 0 2359 1259

Auditor

DIA International Auditing Company Limited 316/32, Sukhumvit 22, Rama IV, Klong Tan, Klong Toei, Bangkok 10110 Tel. 0 2259 5300-2, 0 2332 5126-9

Legal Advisor

Thep Legal Office No. 1193 Exim Building, Units 1106-1108, 11th Floor, Phahonyothin Road, Samsennai, Phayathai, Bangkok 10400. Tel: 0-2278-1679-84 Fax: 0-2271-2367, 0-2271-2587

Investors can learn more about the issuing of additional securities from the annual registration statement (Form 56-1) of companies listed on www.sec.or.th or www.pps.co.th

Contents Summary According to Form 56-2 in 2013 Annual Report No. 1 2 3 4

6 7

9 10 11 12 13 14

148

List Duties General Information 145 Message from the Chairman of the Board of Directors 4 Report of the Audit Committee 94 Financial Summary 4.1 Summary of Statements of Financial Position 133 4.2 Financial Ratio 136 4.3 Audit Fee 137 4.4 Management Discussion and Analysis 138 Business Operations Review 5.1 Revenue Structure 39 5.2 Marketing and Competitions 43 Risk Factors and Risk Management 40 Shareholders and Management 7.1 Major Shareholders 46 7.2 Management Structure 54 7.3 Board of Directors and Executive Committee 47 7.4 Nomination of the Board of Directors and the Executives 57 7.5 Compensations of the Board of Directors and the Comparison of compensations be 63 tween various committees between 2012 and 2013. 7.6 Report on the Compliance with Principles of Good Corporate Governance 66 7.7 Internal Audit 88 7.8 Dividend Payment Policy & Dividend Payment in 2011-2013 84 Related Transactions 8.1 Individuals with Related Interests, Pattern of Relationship, and Mutual Disclosures 90 8.2 Opinions of external committee or independent assessors concerned with Clause 8.1 90 and 8.2 whether it follows the market price, fair price, or whether the price as being agreed (in case that there is no market price) Factors which may affect Investment Decisions 9.1 Legal Disputes 92 9.2 Obligations for Issuing Shares in the Future 92 Informations concerning Bonds or Bills 92 Anti-Corruption Policy 79 Report of the Audit Committee 94 CSR Activities in 2013 77 Investors can learn more about the issuing of additional securities from the annual registration 71 statement (Form 56-1) of companies listed on www.sec.or.th or www.pps.co.th

ANNUAL REPORT 2013

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