Annual Report 2015 by ar.scn

CREATING

SUSTAINABLE ENERGY

VISION Leading energy innovations and technology in Asia Pacific

MISSION

1 3

Research and develop energy technology that is clean and sustainable by adapting technology to build value for the business.

Create satisfying return for investors.

Manage human resources to be qualified, create inspiration and maintain a good relationship with the team in a supportive atmosphere.

Plays a part in developing a sustainable environment.

nononononononononononono

CONTENTS BUSINESS OVERVIEWS

[04] [05] [06] [19]

Message from the Chairman Message from the President Board of Directors Important financial information

COMPANY BUSINESS

[21]

Shareholding structure and Company groups

[23]

Policy for dividend payments of the Company and subsidiaries

[24] [38]

Overall Image of Business

Risk Factors

CORPORATE GOVERNMENT

[40] [56] [56] [58] [59] [61] [62] [65]

Management Structure Policy for business direction Shareholder rights Demeanor towards shareholders Stakeholder roles Information revealing and transparency Responsibilities of the Committee Subsidiary operations supervision

ANNUAL REPORT SCAN INTER PUBLIC COMPANY LIMITED

[65] [66] [66] [67]

Internal data usage supervision

[79]

Audit Fee

FINANCIAL INFORMATION

Internal control and risk management Transactions

[68]

CORPORATE SOCIAL RESPONSIBILITY

POLICIES AND ACTIONS IN PREVENTING CORRUPTION

REPORT OF THE AUDIT COMMITTEE

[81]

Report of the Committee’s responsibilities towards the financial statement

[82]

An analysis and explanations by the management sector

[75]

2015

[89] [90] [99]

Auditor’s Report Financial Statement Notes to the financial statement

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMiTED

MESSAGE FROM THE CHAIRMAN SCAN INTER PUBLIC COMPANY LIMITED 2015 was a year that all energy markets across the globe still continuously fluctuated following the situation of drastically dropping crude oil price, while world economics still show no clear sign of revival. When such great countries like China are the worlds’ biggest energy consumers are facing economic crisis, the Eurozone economy crisis also lessens the demand of energy consumption. Major oil exporters of the world whether within the OPEC group or outside still cannot agree on a negotiation to decrease the amount of oil supply to match global demand, effecting oil price in the global market to drop to a creek of 25 USD per barrel. From the situation of drastically dropped crude oil price in the world market, certain Shell Oil producers in the United States have slowed down their investments which affect the supplies within the market since they cannot compete with oil producers from the OPEC group, which have cheaper production costs. As oil prices drop dramatically, consumers turn back to use oil once again making the price of crude oil in the world market gradually increases to 30 USD per barrel, before rising up to 40 USD per barrel and it is anticipated that within the future the price will continuously rise. As the low oil price in the world market situation unfolds, government factors have used this opportunity to reform the structure of energy price. The Committee of Energy Policy Administration floated the NGV price to reflect the true cost by assigning PTT to monitor the price of the first 6 months after floating NGV prices if the cost of gas exceeds the present price of 13.50 THB. On the other hand, if gas prices decrease, the retail price should also drop immediately. Other than this, opportunities for private sectors are also open for them to invest in freely opening NGV service stations. As for Scan Inter Public Company Limited, which business nature concerns natural gas will ben-

efit from the mentioned government policy especially in receiving free opportunity for a private sectors to invest in expanding the NGV service stations, since the Company has potential and is ready to invest and expand to stimulate growth and respond to demands of the consumers in the industrial sector who tends to use NGV for energy. Following the assessment that demands for NGV will rise from expanding logistic industries and transportations after Thailand’s membership in the economics community of AEC, which is a supporting factor that leads to goods logistics within the country and between neighboring countries who share borders with Thailand. Other than the Company’s NGV service station business, the Company also has potential in conducting business regarding natural gas for industrial sectors that rely on natural gas for energy. The Company is ready to reinforce innovative technology of which the Company holds patent along to the long-running professionalism within the industrial sector to support and fortify industrial sectors that demand natural gas for energy in manufacturing, since natural gas has the pros of being a cheaper alternative, which shall lead to energy cost reduction and shall enhance the competency of industrial sector operators. Lastly, as the Chairman of Scan Inter Public Company Limited, I would like to thank all shareholders, business partners both trade partners and clients for their great support and utter trust in Scan Inter Public Company Limited all along. I hope that in the future we will maintain a great relationship and support to each other, for the success of all.

DR. THANONG BIDAYA Chairman

MESSAGE FROM THE PRESIDENT SCAN INTER PUBLIC COMPANY LIMITED From the Company’s main mission that focuses on researching and developing clean and sustainable energy technology by applying technology to create added value to the business and ensures that limited energy resources are put to its highest use to truly enhance Thailand’s energy stability. All along the Company has highlighted the importance of inventing technology innovation to increase the potential of business competing to push towards success and satisfying returns for shareholders. As for 2015, the Company gained revenue from sales and services in total of 2,095.04 million baht, whichincreased 193.03 million baht when compared to 2014 of 1,902.01 million baht after deducting revenue from the electricity plant and special projects. A major part of the revenue comes from businesses that regard natural gas especially from the compressed natural gas business, which the Company is the operator in retailing from NGV service stations and being the wholesale seller from compressed natural gas business to clients in major industries and leads to the Company’s net profit from the financial budget of 225.39 million baht at a growth of 41% and the net profit from separate financial statements of 239.94 million baht at a growth of 53.45% after deducting from special projectsand profit from selling the solar cell plant business, and compared to the same period of the year before. The success in these business operations shall be passed onto shareholders who have supported the business all along. A dividend payment to shareholders at a rate of 0.10 baht totals in 120 million baht, or 50.01% of the net profit of separate financial statements, which is higher than the dividend policy of the Company, as to show gratitude to all shareholders.

Other than the mission of creating sustainable growth for the organization, business operations also consider responsibilities towards the society by being part of Thailand’s economy drive from using clean energy alternatives such as compressed natural gas for clients in the logistics and industrial sectors. This is a compensation of imported energy and shall lessen the energy costs at approximately 4,800 million baht in 2015 and also lessens the amount of carbon dioxide emission, an equal of greenhouse gas of 640,000 tons carbon dioxide or a comparative of emissions from coal power plants at a size of 200 megawatts within 1 year, or comparable to taking solar power to replace the electricity generated from a 9,600 acre size coal plant. As for future investments, the Company has plans to expand its NGC service stations and broaden client bases to new industrial sectors additionally to increase productivity while reducing energy costs, which will improve competency potentials and lessen environmental pollution. The Company shall not cease inventing innovative technology for energy, to ensure sustainable growth and satisfying return for shareholders along with environmental caring which shall lead the Company to be the proud leader of innovative technology for energy in the Asia Pacific region.

MR. THANCHART KITPIPIT President and Managing Director

BOARD OF DIRECTORS SCAN INTER PUBLIC COMPANY LIMITED

[1] DR. THANONG BIDAYA Chairman

Independent Director

[2] MR. CHAMNARN WANGTAL Independent Director

President of the Audit Committee President of the Risk Management Committee President of the Nomination and Remuneration Committee

[3] POL.GEN. SAWAT AMORNVIVAT

Independent Director Audit Committee

[4] MR. PEERAPONG ACHARIYACHEEVIN Independent Director

Audit Committee Nomination and Remuneration Committee

[5] MR. THANCHART KITPIPIT Director, President of Management Committee

Nomination and Remuneration Committee Managing Director

BOARD OF DIRECTORS SCAN INTER PUBLIC COMPANY LIMITED

Management Committee Risk Management Committee Management and Marketing Director

[7] MR. CHOKDEE WONGSKEO Director

Management Committee Manufacturing and Operations Director

[8] MR. SOMKIAT WEETRAKUL Director

[6] DR. LITTEE KITPIPIT Director

Management Committee Risk Management Committee Engineering and Construction Director

[9] MR. SOMCHAI LEECHAWENGWONGS Director

Management Committee Strategic Director

[10] MISS. NARISSARA KITPIPIT Director

Management Committee Risk Management Committee Director of the Company Secretarial Office

[11] MRS. PIMWANITAR JARATPREEDAR Corporate Secretary

Director of Finance and Accounting

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMiTED

Dr. Thanong Bidaya Chairman Independent Director 69 years old EDUCATION • Doctoral Degree (Business Administration) Northwestern University, USA • Master’s Degree (Economics) Northwestern University,USA • Bachelor’s Degree (Economics) Yokohama National University, Japan

TRAINING PROGRAM (S) • Director Accreditation Program (DAP) Thai Institute of Directors (IOD) Class of 25/2004

WORK EXPERIENCE 2005 - 2006 2005 2001 - 2005 2002 - 2005

Minister of Finance Minister of Commerce Office of the National Economics and Social Development President Thai Airways International Public Company Limited President

Director/Executive positions in listed Companies 2012 - Present Chairman and Independent Director Scan Inter Public Company Limited 2009 - Present Chairman and Independent Director TTW Public Company Limited 2012 - Present Chairman and Independent Director CK Power Public Company Limited

2012 - Present Chairman Thaisri Insurance Public Company Limited Director/Executive positions in businesses other than listed Companies 2010 - Present Chairman Xayaburi Power Company Limited 2015 - Present Chairman Advice Holding Group Company Limted Advice Holding Group CompanyLimited Company shareholding on the closing date of 18 July, 2015 In the amount of 400,000 shares, or a total of 0.03

Mr. Chamnarn Wangtal

President of the Audit Committee President of the Risk Management Committee President of the Nomination and Remuneration Committee 63 years old EDUCATION • Master’s Degree (Finance and Banking) Marshall University, USA • Bachelor’s Degree (Biology) Saint Vincent College, USA

TRAINING PROGRAM (S) • Advanced Market Risk Management, FT New York Institute of Finance • Targeted Selection Interviewer Program, Development Dimensions International • Director Accreditation Program (DAP) Thai Institute of Directors (IOD) Class of 114/2015

WORK EXPERIENCE Director/Executive positions in listed Companies 2014 - Present Independent Director President of the Audit Committee President of the Risk Management Committee President of the Nomination and Remuneration Committee Scan Inter Public Company Limited 2009 - 2010 Director Millea Life Insurance Public Company Limited 2000 - 2010 Deputy Managing Director Bank Thai Public Company Limited

Director/Executive positions in businesses other than listed Companies 2008 - 2009 Director Bank Thai Assets Management Advice Holding Group CompanyLimited Company shareholding on the closing date of 18 July, 2015 -none-

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMiTED

Pol.Gen. Sawat Amornvivat Independent Director Audit Committee 81 years old EDUCATION • Master’s Degree (M.P.A.) Indiana University, USA • Master’s Degree (Social Development) Kasetsart University • Bachelor’s Degree (Public Administration) Sampran Royal Police Cadet Academy

TRAINING PROGRAM (S) • FBI Course, USA • National Defense College,Class 26 • Director Accreditation Program (DAP) Thai Institute of Directors (IOD) Class 81/2009

WORK EXPERIENCE Director/Executive positions in listed Companies 2012 - Present Independent Directorand Audit Committee Scan Inter Public Company Limited 2007 - Present Independent Directorand Audit Committee Thai Nakarin Hospital Public Company Limited

Company shareholding on the closing date of 18 July, 2015 -none-

Mr. Peerapong Achariyacheevin

Independent Director Nomination and Remuneration Director 64 years old EDUCATION • Master’s Degree (Business Administration) Burapha University • Bachelor’s Degree (Industrial Engineering) King Mongkut’s University of Technology Thonburi

TRAINING PROGRAM (S) • Director Certification Program (DCP) Thai Institute of Directors (IOD) Class of 80/2006 • Understanding the Fundamental of Financial Statements (UFS) Thai Institute of Directors (IOD) Class of 2/2006

WORK EXPERIENCE Director/Executive positions in listed Companies 2012 - Present Independent Director Nomination and Remuneration Director Scan Inter Public Company Limited 2013 - 2015 Deputy Managing Directorof the Petrochemicals and Refinery Group, IRPC Public Company Limited 2012 - 2013 Natural Gas Business Unit Consultant 2011 - 2012 Deputy Managing Director, Natural Gas Business Unit 2009 - 2011 Assistant Managing Director, Natural Gas Fractional Unit 2003 - 2009 Assistant Managing Director, Natural Gas Distribution Pipe Unit PTT Public Company Limited

Director/Executive positions in businesses other than listed Companies 2012 - 2015 Director PTT Natural Gas Distribution Company Limited 2012 - 2015 Director PTT Energy Resources Company Limited 2013 - 2015 Director PTT Energy Solutions Company Limited 2013 - 2015 Director IRPC Clean Power Company Limited 2014 - 2015 Director IRPC A&L Company Limited Company shareholding on the closing date of 18 July, 2015 -none-

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMiTED

Mr. Thanchart Kitpipit

Director President of Management Committee Nomination and Remuneration Committee Managing Director 60 years old EDUCATION • Bachelor’s Degree (Mechanical Engineering), Prince of Songkla University

TRAINING PROGRAM (S) • Director Accreditation Program (DAP) Thai Institute of Directors (IOD) SET/2012 • Director Certification Program (DCP) Thai Institute of Directors (IOD) Class 171/2013

WORK EXPERIENCE Director/Executive positions in listed Companies 1988 - Present Director President of Management Committee Nomination and Remuneration Committee Managing Director Scan Inter Public Company Limited Director/Executive positions in businesses other than listed Companies 1991 - Present Chairman and Managing Director Siam Vasco Company Limited 2010 - Present Chairman and Managing Director Controno Company Limited

2015 - Present Chairman and Managing Director B.P.A. Intertrade Company Limited 2015 - Present Chairman Kaokong Petroleum Company Limited 2015 - Present Chairman Warapapha Company Limited Company shareholding on the closing date of 18 July, 2015 In the amount of 846,680,000 shares, or a total of 70.56

Dr. Littee Kitpipit

Director / Management Committee Risk Management Committee Management and Marketing Director 33 years old EDUCATION • Doctoral Degree (Energy Engineering) University of Massachusetts, Lowell USA • Master’s Degree (Energy Engineering) Asia Technology Institute • Bachelor’s Degree (Mechanical Engineering) Sirindhorn International Institute of Technology, Thammasart University

TRAINING PROGRAM (S) • Director Accreditation Program (DAP) Thai Institute of Directors (IOD) Class SET/2012 • Director Certification Program (DCP) Thai Institute of Directors (IOD) Class 171/2013

WORK EXPERIENCE Director/Executive positions in listed Companies 2005 - Present Director Management Committee Risk Management Committee Management and Marketing Director Scan Inter Public Company Limited Director/Executive positions in businesses other than listed Companies 2005 - Present Director Siam Vasco Company Limited

2010 - Present Director Controno Company Limited 2015 - Present Director and Managing Director Kaokong Petroleum Company Limited 2015 - Present Director Warapapha Company Limited Company shareholding on the closing date of 18 July, 2015 In the amount of 10,000,000 shares, or a total of 0.83

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMiTED

Mr. Chokdee Wongskeo

Director Management Committee Manufacturing and Operations Director

59 years old EDUCATION • Master’s Degree (Industrial Engineering), Chulalongkorn University • Bachelor’s Degree (Mechanical Engineering), King Mongkut’s University of Technology North Bangkok • Mini MBA, Chulalongkorn University

TRAINING PROGRAM (S) • Director Accreditation Program (DAP) Thai Institute of Directors (IOD) Class SET/2012

WORK EXPERIENCE Director/Executive positions in listed Companies 2005 - Present Director Management Committee Manufacturing and Operations Director Scan Inter Public Company Limited

Company shareholding on the closing date of 18 July, 2015 In the amount of 1,000,000 shares, or a total of 0.08

Mr. Somkiat Weetrakul

Director / Management Committee Risk Management Committee Engineering and Construction Director 53 years old EDUCATION • Bachelor’s Degree (Automotive Engineering) Siam University • Technic Siam College • Panjavidhaya Technicial Training School

TRAINING PROGRAM (S) • Director Accreditation Program (DAP) Thai Institute of Directors (IOD) Class SET/2012

WORK EXPERIENCE Director/Executive positions in listed Companies 2009 - Present Director Management Committee Risk Management Committee Engineering and Construction Director 1995 - 2009 Purchasing Manager Scan Inter Public Company Limited Director/Executive positions in businesses other than listed Companies 2015 - Present Director B.P.A. Intertrade Company Limited

2015 - Present Director Kaokong Petroleum Company Limited 2015 - Present Director Warapapha Company Limited Company shareholding on the closing date of 18 July, 2015 In the amount of 1,000,000 shares, or a total of 0.08

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMiTED

Mr. Somchai Leechawengwongs Director Management Committee Strategic Director 59 years old EDUCATION • Major in Production Operation Management (MBA) North Texas State University, USA • Bachelor’s Degree in Science (Chemical Engineering) Chulalongkorn University

TRAINING PROGRAM (S) • Director Accreditation Program (DAP) Thai Institute of Directors (IOD) Class 104/2013 • Financial Statements for Directors (FSD) Thai Institute of Directors (IOD) Class 21/2013

WORK EXPERIENCE Director/Executive positions in listed Companies 2001 - Present Director Management Committee Strategic Director Scan Inter Public Company Limited

Company shareholding on the closing date of 18 July, 2015 In the amount of 800,000 shares, or a total of 0.07

Ms. Narissara Kitpipit

Director / Management Committee Risk Management Committee Director of the Company Secretarial Office 29 years old EDUCATION • Master’s Degree (Finance Engineering & Risk Management) Imperial College Business School, the United Kingdom • Master’s Degree (Industrial Engineering) University of Southern California, USA • Bachelor’s Degree (Industrial Engineering) Sirindhorn International Institute of Technology, Thammasart University

WORK EXPERIENCE Director/Executive positions in listed Companies 2007 - Present Director Management Committee Risk Management Committee Director of the Company Secretarial Office Scan Inter Public Company Limited Director/Executive positions in businesses other than listed Companies 2005 - Present Director Siam Vasco Company Limited 2010 - Present Director Controno Company Limited

2015 - Present Director B.P.A Intertrade Company Limited 2015 - Present Director Kaokong Petroleum Company Limited 2015 - Present Director and Managing Director Warapapha Company Limited Company shareholding on the closing date of 18 July, 2015 In the amount of 10,000,000 shares, or a total of 0.83

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMiTED

Mrs. Pimwanitar Jaratpreedar

Corporate Secretary Director of Finance and Accounting 52 years old EDUCATION • Master’s Degree (Information Technology Management) King Mongkut’s Institute of Technology Ladkrabang • Certificate in Taxing, University of the Thai Chamber of Commerce • Bachelor’s Degree (Accounting) Chiang Mai University

TRAINING PROGRAM (S) • Company Secretary Program (CSP) Thai Institute of Directors (IOD) Class 64/2015

WORK EXPERIENCE Director/Executive positions in listed Companies 2014 - Present Corporate Secretary and Director of Finance and Accounting Scan Inter Public Company Limited 2013 - 2014 Director of Finance and Accounting M Pictures Entertainment Public CompanyLimited Director/Executive positions in businesses other than listed Companies 2011 - 2012 Assistant General Manager and Director of Finance and Accounting Leejarat Company Limited (Chawlada Hotel)

2007 - 2010 Director of Finance and Accounting SAS Software (Thailand) Company Limited Company shareholding on the closing date of 18 July, 2015 -none-

IMPORTANT

FINANCIAL INFORMATION Unit : Million Baht

Overall financial Statements of the year, ended 31 December Issue 2013 2014 2015 Current assets 1,532 1,208 1,394 Non-current assets 1,535 1,810 2,474 Total assets 3,067 3,018 3,868 Current liabilities 1,649 1,155 975 Non-current liabilities 556 609 580 Total liabilities 2,205 1,764 1,555 Total shareholderâ&#x20AC;&#x2122;s equity 862 1,254 2,313 Revenue from sales and services 2,153 2,112 2,095 Other income and gain on exchange rate 23 35 28 Total revenue 2,176 2,147 2,123 Cost of Sales 1,840 1,650 1,672 Gross profit 313 462 423 Selling and adminstrative expenses 191 203 187 Net profit from continuous operations 85 228 225 Net profit of operations and selling the solar cell plant business 30 173 financial ratio (1) Gross profit ratio (%) 14.14 21.89 20.20 Net profit ratio (%) 3.81 10.62 10.61 10.63 15.11 12.64 Return on equity ratio (%) (ROE) (2) 2.77 7.50 6.55 Return on assets ratio (%) (ROA) (3) Debts to equity ratio (times) (D/E) 2.56 1.41 0.67 Note : (1) financial ratio presented into financial ratio excludes solar cell plant business, which was sold since 26 September 2014 (2) Return on equity ration in 2014 excludes net profit from special projects (3) Return on assets ratio are calculated from net profit/average total assets

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMiTED

Recurring Revenue from Gas Related

2013

2014

2015

Unit : Million Baht

2013 2014 2015

Recurring Revenue from Gas Related

617.30

818.21

1,017.59

Net Profit (Consolidated)

2013

2014

2015 Unit : Million Baht

Consolidated

2013 2014 2015

Net Profit

85.04

159.82

225.39

Net Profit (Company)

2013

2014

2015 Unit : Million Baht

Company Financial Statements Net Profit

2013 2014 2015 75.40

156.36

239.94

Note : 2013 and 2014 consolidated and company financial statements. The net profit after deduction of the profits from the sale of solar power and profit, and special projects.

BUSINESS SHAREHOLDING STRUCTURE AND COMPANY GROUPS

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

Company Name Business nature Listed Capital Shareholding (Million Baht) ratio (percentage) Scan Inter Public Company Limited Address: 355 Bondstreet Road, Bangpood, Pakkred, Nonthaburi, 11120 Tel : 0 2503 4116-21 Fax : 0 2503 4400 www.scan-inter.com

Energy business especially for businesses that are 600.0 about complete natural gas which are Private Brand Stations, NGV logistics business, NGV service station business, designing, contracting, installations and maintenanceNGV equipment, gas system installation within vehicles business, automotive business along to other business.

Siam Vasco Company Limited Address: 355 Bondstreet Road, Bangpood, Pakkred, Nonthaburi, 11120 Tel : 0 25034729-32 Fax : 0 2503 4733

Holding Company and itsNGV retail business 200.00 including selling carbon dioxide, lubricants, car tires, car battery etc. by selling mostly to customers within the country.

99.99

Controno Company Limited Address: 355 Bondstreet Road, Bangpood, Pakkred, Nonthaburi, 11120 Tel : 0 2503 4734 Fax : 0 2503 4734

Product selling business which are glass, stainless, 1.00 car tires, car batteries, etc. by distributing them to customers outside the country e.g. Laos, Cambodia, etc.

99.98

B.P.A. Intertrade Company Limited Address: 355 Bondstreet Road, Bangpood, Pakkred, Nonthaburi, 11120 Tel : 0 2503 4729-32 Fax : 0 2503 4733

NGV station in Chonburi province. At present still is 12.00 under construction. The Company plans to open for business in the 2nd quarter of 2016 Station location: Highway 7, Tambon Bangphra, Amphoe Sriracha, Chonburi Province

99.99

Kaokong Petroleum Company Limited Address : 544 Moo 6 BanglamoongRayong Street, Tambon Makham Koo, Amphoe Nikkompattana, Rayong 21180 Tel : 0 3894 9650 Fax : 0 3894 9699 Warapapha Company Limited Address: 1/707 Moo 8, Klonggoom, Buenggoom, Bangkok, 10240 Tel : 0 2509 1799 Fax : 0 2509 1799

NGV station along the natural gas pipeline, 50.00 processes transactions for selling natural gas for customers within Rayong province Station Location: 544 Moo 6, BanglamoongRayong Street, Tambon MakhamKoo, Amphoe Nikkompattana, Rayong

99.98

NGV station, processes transactions for selling 7.20 natural gas to customers within Bangkok Station Location: Nualchan road,Klonggoom, Buenggoom, Bangkok

99.99

Note : Remark On 23 February 2016, the Board passed a resolution to approve the increase of share capital of a subsidiary of 1.80 million shares at par value of Baht 100 per share, totaling of Baht 180 million. This is for a purpose of business expansion. The Company will still maintain 99.99% ownership interest in the subsidiary.

POLICY OF DIVIDEND PAYMENTS OF THE COMPANY AND SUBSIDIARIES DIVIDEND PAYMENT POLICY OF THE COMPANY The Company has a policy of paying dividend to the shareholders in a rate of no lesser than 40% of the net profit of the Separate Financial Statements after deducing corporate income tax and reserved funds according to the law. Subsidiaries of the Company has a policy of paying dividend to the shareholders in a rate of no lesser than 40% of the net profit of the Separate Financial Statements after deducing corporate income tax and reserved funds according to the law. However, the Company and subsidiaries may consider paying dividend in smaller rates from the stated rate above or may cease paying dividend according to the economy state, operational results, financial status, liquidity, investment plans, and the necessity in using circulating funds for business operations, business expansion of the Company or subsidiaries along to other related factors. The decision of the Company Committee is for the highest interest of the Company and shareholders. The dividend payment must be approved by the meeting of shareholders except for the interim dividend payment which the Company Committee holds full authority for approval.

THE COMPANYâ&#x20AC;&#x2122;S DIVIDEND PAYMENT FOR 2015 On 23 February 2016 the 1/2016 meeting of the Company committee has a conclusion that dividend payment from business profits of 2015 for shareholders at the rate of 0.10 per share, or a total dividend of 120 million baht. The Company committee shall propose to the 2016 meeting of shareholders for approval of dividend payment.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

OVERALL IMAGE

OF BUSINESS OPERATIONS Scan Inter PCL is an energy business conductor, especially in providing complete natural gas systems which are PMS, NGV logistics, NGV service stations, natural gas quality enhancement, iCNG business, designing, manufacturing, contracting, and maintenance of natural gas equipment, natural gas systems installations, automobile sales business and others

1. NATURAL GAS BUSINESS The Company positions itself as a professional in natural gas engineering and technology and is able to operate in a full, diverse and complete system as shown in the diagram of the overall image of business operationsิ

THE DIAGRAM OF THE OVERALL IMAGE OF BUSINESS OPERATIONS 1.6 1.5

1.2

1.1

1.3

1.4 1.8 1.7

1.1 Private Mother Station (PMS) Mother Stations provide service in compressing gas before distributing it to Daughter Stations outside of the conventional stations pipeline. Clients are PTT. The Company’s main PMS is located on Bangbuathong-Bangpa-in Road, Tambon Bangkrabue, Amphoe Samkhok,

Pathumthani on a 20.5 acres and 76.5 square yards and is the Company’s ownership. The capacity is 643 tons per day and operates every day. 30 filling points are provided for NGV trucks to fill up gas at the same time, and can be filled 24 hours a day.

Gas Compressing machines

Gas filling stations

1.2 NGV Third Party Logistics (TPL) Transports NGV from the mother station at Samkhok, Patunthani to the daughter station according to what the Company and PTT had dealt. 130 trucks are present. The Company stresses highly on safety of NGV logistics by using computers and Supervisory Control And Data Acquisition (SCADA) to control and monitor by collecting data from Global Positioning System (GPS) to follow the present location of the truck, the distance and the speed of the truck with a limit of 60 km/hour.

NGV truck

Trailers

1.3 NGV Stations At the present Scan Inter PCL owns 7 NGV stations classified into 3 conventional stations by the brand of Scan Inter, 1 under Scan Inter PCL, 1 under Kaokong Petroleum Co., Ltd. of which Scan Inter PCL has 99.98% shareholding and provides service in Patumthani and Rayong, orderly, and of B.P.A. Intertrade Co., Ltd of which Siam Vasco Co., Ltd. has 99.99% shareholding and is under construction which an anticipation of completion in 2016, provides service in Chonburi.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

Other than this 4 daughter stations which include 3 service stations that the Company cooperates with Susco PCL, providing service to customers in Bnagkok and its perimeters with service staions of PTT brand under Warapapha Co., Ltd. which Siam Vasco holds 99.99% shares and also providing service to customers in Bnagkok and its perimeters.

The Companyâ&#x20AC;&#x2122;s service stations

1.4 NGV station Designing, manufacturing, contracting, and maintenance of equipment business Provides service in designing, manufacturing, contracting, and maintenance of NGV stations by designing its gas filling system, supply materials and equipment to install at NGV stations including the Compressor, Heat Exchanger, Motor, Gas Cylinders, Dispenser, etc. The Company also services in maintenance equipment within the station and monitoring the process to be continuous, qualified and is timely. At present the Company provides service in providing service according to the contract and installs NGV filling equipment to 250 stations from 500 countrywide. We also make contracts for building 12 mother stations to PTT from 17 stations countrywide.

Natural Gas Compressor Machine

Gas vending machines

27 1.5 Natural Gas Quality Improvement Business Since the quality of natural gas are different, the Company has expanded the operations in improving natural gas quality for PMS and service stations for vehicles in Samkhok, Patumthani, to ensure that the NGV quality index follows the Department of Energy Business, Ministry of Energy, which the project was completed in September 2015 and started operating in 22 September 2015. The project will be significantly affecting Company growth.

Gas Quality enhancement station

Metering system of the Gas Quality enhancement station

1.6 NGV gas cylinders testing business Tests gas cylinders following the ISO11439, CSA/ANSI NGV-2, UN ECE R110 or TISI2311/ ISO11439 which is the standards for controlling the usage of NGV cylinders in Thailand (Department of Land Transport, 2009) and ISO 11623, BS EN 1968 standards that regulate that containers have to be checked every 5 years counting from the first day they were used. At present, containers in Thailand have started to become due. The Company sees the opportunity to become the tester of NGV containers and therefore has constructed the 11th plant within the main plant at Sainoi, Nonthaburi to support these mentioned businesses in the future. Clients include PTT PCLâ&#x20AC;&#x2122;s NGV trucks, other private corporates that transport gas for PTT PCL and NGV for fuel users. Operations started in December 2015.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

Gas cylinder test stations

Testing process

1.7 Industrial Compressed Natural Gas Business Provides service in transporting natural gas in trucks. Has main clients and customers who are industries far from conventional stations and those who are along the conventional stations line but needs security energy. Operations started in April 2015 and goes according to the plan that the Company has predetermined, with a capacity of 8,000 MMBTU per day and true capacity of 22,053 MMBTU per day.

Picture of Patumthani iCNG station

Picture of Saraburi iCNG station

1.8 Installation of NGV and LPG Conversion System in Vehicles Business Services include selling, installing NGV and LPG equipment sets. Maintenance and fixing gas equipment sets are also provided by separating into 2 types, gas system installation for cars and for trucks.

29 2. AUTO DEALER BUSINESS

The Company officially started servicing in automobile sales and centers for fixing standard Mitsubishi engines in 2012 under a contract between the Company and Mitsubishi Motors (Thailand) Co., Ltd. by opening a showroom and a service center 1 at Tiwanon Road, Amphoe Pakkret, Nonthaburi and service center 2 at Somsang Road, Tambon Bangpoon, Amphoe Muang, Patumthani. Other than being an automobile sales, the Company also signed a contract in fixing Mitsubishi car body and color. This center is located at Amphoe Sainoi, Nonthaburi and at Somsang Road, Tambon Bangpoon, Amphoe Muang, Patumthani.

Mitsubishi showroom and Service Center at Pakkret, Nonthaburi

3. OTHER BUSINESS

The Company and subsidiaries have other businesses as follows, 3.1 Carbon dioxide sales business Siam Vasco Co., Ltd. acts as a medium for selling carbon dioxide with a customer target of private companies e.g. NGV service station providers that need to use carbon dioxide in altering the heat index of natural gas from different sources because natural gas from different sources in the East give different heat index from the sources in the West. 3.2 Convenient store The Company owns a 108 shop in the Samkhok, Patumthani NGV service station.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

3.3 Glass and battery and other materials sales business Siam Vasco Co., Ltd. and Controno Co., Ltd. sells glass for constructions, car batteries and other materials such as stainless pipes, car tires, stickers for example by acting as a medium. Siam Vasco Co., Ltd. mainly sells their products within the country while Controno Co., Ltd. sells their products to neighboring countries such as Laos and Cambodia.

IMPORTANT DEVELOPMENTS IN 2015  Industrial Compressed Natural Gas Business (iCNG) The Company has constructed 2 iCNG stations at Patumthani and Saraburi province to meet the demands of natural gas consumption as energy for industrial plants which are far from conventional stations and industrial client groups who want to purchase energy security. The iCNG business started operating and noticing results in 2015, which goes according to the plans of the Company’s objectives.

Pictures of iCNG stations

Other than this iCNG also is supported by NIA, Ministry of Science and Technology under the project “Change Technology to Capital” in “iCNG: pressure reducing systems for industries” to develop the efficiency of pressure reducing systems, a patent of the Company to meet the demands of natural gas consumption as energy for industrial plants.

Receiving funds to support the project “iCNG: pressure reducing systems for industries”

 NGV station business expansion

The Company had purchased 3 NGV stations from B.P.A. Intertrade Co. Ltd. which still is under construction. The completion is anticipated to be in quarter 2/2016, Warapapha Co. Ltd. has purchased the business in quarter 4/2015. Revenue will be immediately noticeable. The Company also purchased Koakong Petroleum Co.Ltd. in quarter 4/2015, which the revenue will also be immediately noticeable. At present Scan Inter PLC owns 7 NGV stations.

 Natural gas quality Inprovement For Vehicle project

The Company has constructed stations for natural gas quality enhancing, since a change in natural gas sources has occurred from natural gas sources in Myanmar to natural gas sources in the Gulf of

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

Thailand. The Company started operations in enhancing the quality of gas at Samkhok, Pathumthani. The projects were completed in September 2015 and had started to enhance the gas quality since September 2015. Noticeable revenue is seen in quarter 3/2015. The gas quality Improvement project will significantly play a great role in business development when continuous revenue can be seen until the end of the contract. The said contract is referenced to the PMS and PBS contract at Samkhok, Pathumthani.

Picture of Gas Quality enhancement station

ď&#x201A;Ą PMS capacity expansion project

The Company had increased the capacity of private NGV stations at Samkhok, Pathumthani in quarter 3/2015 from 541 tons per day to 643 tons per day, all of which has been completed in November 2015 and has been anticipated to see the continuously heightened revenue from increased capacity.

Picture of NGV Gas station Compressor Structure

ď&#x201A;Ą Samkhok PBS capacity expansion project

The Company had increased the capacity of NGV gas stations at Samkhok, Pathumthani, started operating since quarter 3/2015 from 73 tons per day to 146 tons per day. Continuously heightened revenue from increased capacity is also anticipated from the increased capacity.

Picture of NGV Gas station Compressor Structure

ď&#x201A;Ą Testing Center

The Company has started a center for testing natural gas Cylinders according to the standards of ISO: 11439, which regulates that Cylinders have to be checked every 5 years counting from the first day they were used must be tested. At present, Cylinders in Thailand have started to become due. The Company sees the opportunity to become the tester of NGV Cylinders and therefore has constructed the 11th plant within the main plant at Sainoi, Nonthaburi to support these mentioned businesses in the future. Clients include PTT PCLâ&#x20AC;&#x2122;s NGV trucks, other private corporates that transport gas for PTT PCL and NGV for fuel consumers.

Factory of NGV Cylinder Testing Center

ď&#x201A;Ą Business expansion to Vietnam

The Company has been marketing Vietnam to subsidize business expansion after seeing the potentials and the continuous growth of energy business within the mentioned countries by bringing natural gas pressure minimizing technology for sale passed sales representatives. The Company has received good feedback from a total of 4 orders of gas pressure reduction machines.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

ď&#x201A;Ą List of the 10 major shareholders

The 10 major shareholders of 18 July 2015 (date of registration book closing for the rights of attending the extraordinary shareholdersâ&#x20AC;&#x2122; meeting 1/2015) Order Shareholders 1 Mr. Thanchart Kitpipit 2 Mrs. Natcha Kitpipit 3 RBC INVESTOR SERVICES TRUST 4 Mrs. Waranee Sareewiwatthana 5 Provident Fund for employees of the Bank for Agriculture and Agricultural Co-Operatives, listed by UOB Asset Management (Thailand) Co., Ltd. 6 Mr. Suthipong Vesvarut 7 Mr. Sompong Cholkadeedamrongkul 8 Miss. Narissara Kitpipit 9 Dr. Littee Kitpipit 10 Thai NVDR Company Limited Total

Amount (shares) 846,680,000 20,000,000 18,510,000 12,755,800 12,332,500

Shareholding percentage (%) 70.56 1.67 1.54 1.06 1.03

11,624,600 11,200,000 10,000,000 10,000,000 9,815,300 962,918,200

0.97 0.93 0.83 0.83 0.82 80.24

Note : Information from the Thailand Securities Depository Co., Ltd.

INCOME STRUCTURE The income structure from sales and services of the Company and subsidiaries within the last 2 years Business Performed by Shareholding 2014 2015 percentage Million % Million % at 31 Dec 15 Baht Baht 1. Natural gas related business 1,431.30 67.77 1,284.93 61.33 1.1 Private natural gas service stations Scan Inter PCL 236.99 11.22 265.05 12.65 1.2 NGV logistics business Scan Inter PCL 226.27 10.72 178.87 8.54 1.3 NGV service stations business 204.46 9.68 246.88 11.78 (1) 204.46 9.68 242.87 11.59 Scan Inter PCL Kaokong Petroleum Co., 99.98 - 2.32 0.11 Ltd. (2) - 1.69 0.08 Warapapha Co., Ltd.(2) 99.99 1.4 EPC and Maintenance NGV Scan Inter PCL 699.75 33.13 401.24 19.15 Stations and Related Gas System business 1.5 Installation of NGV and LPG Scan Inter PCL 63.83 3.02 63.32 3.02 conversion system in vehicles business 1.6 iCNG business Scan Inter PCL - - 129.57 6.18

35 Business Performed by Shareholding 2014 2015 percentage Million % Million % at 31 Dec 15 Baht Baht 2. Auto dealer business Scan Inter PCL 3. Other business 3.1 Carbon dioxide sales business, Siam Vasco Co., Ltd. 99.99 battery and glass products 3.2 Battery and glass product export Controno Co., Ltd. 99.98 business 3.3 Convenient store business and Scan Inter PCL others Totaling

486.01 23.01 666.13 31.80 194.69 9.22 143.98 6.87 53.36 2.53 70.34 3.36 115.12

5.45

38.29

1.83

26.21

1.24

35.35

1.69

2,112.00 100.00 2,095.04 100.00

Note : (1) 4 NGV stations are Scan Inter Station at Patumthani and 3 Susco Scan Inter stations within Bangkok (2) The Company purchased Warapapha Co., Ltd. and Kaokong Petroleum Co., Ltd. on 25 and 28 December 2015 orderly.

THE NGV SITUATION IN THAILAND At present the Thai government has declared an NGV price float, resulting from the conclusions of the Committee of Energy Policy Administration of 20 January 2016 to reflect the true costs. PTT has been entrusted to supervise the price rate within the first 6 months if the cost of gas rises higher than the present price of 13.50 baht per kilogram. However, if the price drops the retail price would also decrease immediately. As for the NGV price for public transportation, PTT will help supervise the price to not be higher than 10 baht per kilogram onwards until a permanent mechanism is declared. Results from the adjustment of NGV retail price according to the price-floating policy has enabled new NGV stations to gain revenue of 3.4367 baht per kilogram, from the former private NGV stations which had a marketing fee of 1.80-2.00 baht per kilogram, as shown in this diagram.

The structure of the NGV retail price Reference : Energy Policy and Planning Office, Ministry of Energy 2016

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

Structure of NGV price and the future price tendency from the Energy Policy and Planning Office, Ministry of Energy Reference : Energy Policy and Planning Office, Ministry of Energy 2016

37 From the NGV price-float policy, the Energy & Policy planning Office has anticipated the retail price of NGV in 2016 to continuously drop. The Company has studied and researched to ensure that the retail price of NGV will be cheaper than that of diesel up to 50% In the future, the Company sees promising opportunities regarding natural gas, especially from the pros of the NGV price floating policy. The Company is positive of receiving higher profit along with the increasing demand of NGV, which price is cheaper than diesel for over 50% and are a cleaner alternative for other fuel types, and therefore shall be the goals for business expansion in 2016.

GOALS FOR THE FUTURE  NGV station business expansion The company has plans to further invest in another 3 NGV stations, by setting an objective of sales volume of former stations and the further 3 stations within this year, and will result in sales volume of 450,000 kilograms per day, with goals for each station as follows, Goals for NGV sales within 2016 Brand

Main NGV stations names/company Sales goal (kilogram/day) Scan Inter PCL (Patumthani) 65,000 Scan Inter Kaokong Petroleum Co.,Ltd. (Rayong) 75,000 BPA Intertrade Co.,Ltd. (Chonburi) (1) 60,000 PTT Warapapha Co.,Ltd. (Bangkok) 30,000 Susco Scan Inter 3 stations (in Bangkok and premises) 90,000 3 NGV stations that will be added this year 130,000 Total NGV sales goal before the end of 2016 450,000 Note : (1) Station that is under construction is predicted to be completes in 2016

 Expansions in the CLMV country group

The Company has a market in the CLMV country group (Cambodia, Laos, Myanmar and Vietnam) to subsidize business expansion after seeing the potentials and the continuous growth of energy business within the mentioned countries by bringing natural gas pressure minimizing technology for sale passed sales representatives. The Company has a goal of selling 15 machines, and is still finding opportunities to be a compressed natural gas business developer in Vietnam.  Compressed Natural Gas Transportation goals for Industrial sectors in 2016 The Company has an iCNG growth goal of having iCNG transportation volume according to the contract of 8,000 mmBTU per day within 2016 from 2 stations which are station Samkhok, Pathumthani and station Tha-luang, Saraburi, since industrial plants outside the gas pipeline still has a demand for natural gas consumption to fuel numerous manufacturing divisions.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

RISK FACTORS Risk factors for the Company group that may significantly affect the return from investments may be concluded as follows,

RISKS IN BUSINESS CONDUCTING Risks in business conducting of the Company may be classified into 2 main types; the risks that effect on the whole scale of energy businesses and risks that affect company groups. The details are as follows, 1. Risks from relying upon major customer of natural gas businesses The Company does natural gas business with 1 major customer which is PTT, the sole seller of NGV in the country. As the Company positions itself as the professional in this field, business partnership has always been there. If PTT ceases the relationship with natural gas businesses, this will decrease the revenue and profit of the Company significantly. However, the Company strictly follows the hiring contract by sending high quality work, the Company therefore has been hired by PTT all along up to present. PTT is a good trade partner with a relationship history of 22 years without any incidents to terminate the hiring. Still, the Company is fully aware of this risk and tries to expand its business natures in order to earn revenue from other fields in addition to the major business e.g. automobile sales, gas system installation in vehicles and natural gas distribution for iCNGs.

2. Risks from the compensation rate from guaranteeing working results In the business of contracting, installing and maintenance NGV equipment that the Company uses must pass industrial standards and standards from related organizations since they are used in high pressure environments, and NGV is highly flammable. Any errors that may occur with the equipment might lead to major casualties to the equipment, machines, employees or clients and customers. The Company must guarantee a 1 year warranty since the delivery date. Moreover, the Company also calculates the chances of equipment damage after calculating the service fee from clients or customers. At the date of 31 December 2015, the Company has no litigations or pending lawsuits related to guarantees. 3. Risks from competing automobile manufacturers and dealers This risk originates from the numerous amounts of automobile manufacturers and representatives leading to high levels of competency. The Company is a fixer and maintenance of Mitsubishi automobiles which must compete with other brands. The Company also has to compete with other Mitsubishi dealers in Nonthaburi province and Bangkok. However, the Company manages this risk factor by using promotions regularly with a sales team that is updated about the competitorsâ&#x20AC;&#x2122; situation to im-

39 mediately alter the marketing plan. The Company also includes excellent post-sales services. Moreover, Mitsubishi headquarters has set a sales territory to prevent problems that dealers may compete within the same brand with other Mitsubishi dealers. 4. Risks from depending on suppliers The Company conducts business by selling Mitsubishi automobiles with Mitsubishi as the sole supplier of automobiles and spare parts. If Mitsubishi cancels the dealer contract and other related contracts, the Company revenue will be effected. However, the Company strictly follows the contract, is able to continuously sell according to the target, and delivers quality product and service which maintains Mitsubishiâ&#x20AC;&#x2122;s good image. This makes the Company confident that the contract will be continued in the future. 5. Risks from the NGV price change in policy The Company operates business related to natural gas, meaning that the main revenue comes from natural gas. The NGV price is set by the government. During the past few

years, the Cabinet repeatedly reached a conclusion regarding NGV e.g. on 30 September 2014, the CEPA. reached a conclusion to increase NGV price up 1 baht per kilogram to 11.50 baht per kilogram. Lately on 2 December 2014, CEPA. reached a conclusion to increase MGV prices up once again 1 baht per kilogram, from 11.50 to 12.50 baht per kilogram. The price was adjusted once more on 31 January 2015 to 13 baht per kilogram. ON 7 September 2015 another conclusion was reached and adjusted the retail price for NGV to 13.50 baht per kilogram. Therefore, the price of NGV is adjustable to the government policy. Still, NGV is counted as cheap fuel energy compared to other fuel when compared from the heat factor. The Company and the executives manage this risk factor by staying closely updated with news and the policies of the government, the Ministry of Energy, the Ministry of Industry, the Department of Energy Business, Department of Land Transport, PTT and other related organizations. Other than this interviewing and asking operators, sales, clients, customers and other internal information sources are done to be prepared for any changes of plan before something happens.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

GOOD GOVERNANCE MANAGEMENT STRUCTURE

41 COMMITTEE AND SUB-COMMITTEE OF THE COMPANY The Company’s management structure consists of Board of Directors and 4 subcommittees which are the Audit Committee, Management Committee, Risk Management Committee and Nomination and Remuneration Committee.

The elements and appointing, removing or rotating of Committee members are regulated in the conduct of each Committee. The names, information of appointment and meeting attendance of 2015 are as follows,

Name Position N umber of meeting attendance / meeting holding throughout the year Audit Management Risk Nomination Board of

Directors Committee Committee Management Remunera Committee tion Committee

1. Dr. Thanong Bidaya • Chairman • Independent Director (1) • Independent Director 2. Mr.Chamnarn Wangtal • President of the Audit Committee • President of the Risk Management Committee • President of the Nomination Remuneration Committee 3. Pol.Gen. Sawat Amornvivat • Independent Director • Audit Committee 4. Mr. Peerapong • Independent Director Achariyacheevin • Nomination and Remuneration Committee 5. Mr. Thanchart Kitpipit • Director • President of the Management Committee • Nomination and Remuneration Committee • Managing Director 6. Dr. Littee Kitpipit • Director • Management Committee • Risk Management Committee 7. Mr. Chokdee Wongskeo • Director • Management Committee 8. Mr. Somkiat Weetrakul • Director • Management Committee • Risk Management Committee 9. Miss. Narissara Kitpipit • Director • Management Committee • Risk Management Committee 10. Mr. Somchai • Director Leechawengwongs Management Committee 11. Mr. Prateep • Director • Management Committee Saenghiranwatthana (2) • Risk Management Committee

7/8

4/4

1/1

8/8

4/4

7/8

3/4

8/8

24/24

7/8

24/24

1/1

8/8

24/24

8/8

23/24

1/1

7/8 8/8

- -

23/24 24/24

1/1 -

2/2

5/7

Note : (1) Mr. Chamnarn Wangtal has been nominated as a Board of Directors, Independent Director and Director and President of the Audit Committee by the conclusion of the 3/2014 Company meeting held on 17 July 2014 (2) Mr. Prateep Saenghiranwatthana resigned from being a Board of Directors since 15 May 2015 Directors who hold authority to sign on behalf the Company

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

DIRECTORS WHO HOLD AUTHORITY TO SIGN ON BEHALF THE COMPANY Mr. Thanchart Kitpipit signs his signature with either one of the 3 following, Mr. Somkiat Weetrakul or Mr. Chokdee Wongskeo or Mr. Somchai Leechawengwongs totaling 2 persons along with the Company seal or Dr. Littee Kitpipit or Miss. Narissara Kitpipit either one shall sign their signature with 2 of the 3 directors following, Mr. Somkiat Weetrakul or Mr. Chokdee Wongskeo or Mr. Somchai Leechawengwongs totaling 3 persons along with the Company seal.

THE BOARD OF DIRECTORS The Company Committee takes on the duty of predetermining visions and missions of the Company and considers the directions of business conducting, policies, strategies and objectives of the Company for the management sector to carry out as a framework for making yearly business plans, supportive plans and budgets. In 2015, they had played a part in considering, revising and approving the visions, missions and strategies of the Company so that the executives and subordinates work towards the same direction. The Board of Directors composes of 10 persons who are qualified directors who have high experience in each field of operations and 4 independent directors, 3 who audit the internal structures, make financial statements and act according to rules and policies that have been predetermined. The Chairman is not the same person as the Management Director so that duties are clearly separated, and a balance of authority is ruled in business operations. The Company has 4 independent directors, or a rate of 1 in 3 of all the directors along with 1 female director as well.

Information of position holding and details of meeting attendance within 2015 • Authority, duties and responsibilities of the Board of Directors The Board of Directors members have authority, duties and responsibilities as following, (1) Act according the laws, objectives and regulations of the Company along to conclusions of the Board of Directors’s and shareholders’ meetings with responsibility, carefulness and honesty for the sake of the Company and shareholders. (2) Consider and determine the Company’s mission, vision, strategy, target, business plan and budget along to directing and controlling the management sector to operate efficiently and effectively to the mentioned policies. Other responsibilities include frequently and continuously monitoring, following and auditing the Company’s outcomes to reach the strategies, budget and business plans that were predetermined efficiently and effectively. Strategy and objective reflections may also be carried out to match the Company’s situation. (3) Consider, reflect and approve business expansion plans, major investment projects along to investments with other corporates that have been presented by the administrative sector. (4) See that the Company has suitable, ample, effective, accurate and credible systems of financial statements and accounting, risk management and internal auditing to ensure that internal operations, information revealing is transparent, accurate and credible as required by related laws.

43 (5) See that a corporate governance policy literately agrees with good governance so they may be put to effective use. (6) See that the Company has appropriate means of information revealing to stakeholders, conflicts of interests and all the related persons accurately, completely and timely. (7) Ask for professional opinions from independent consolers as deemed appropriate with an expense of the Company for the Company Committee’s consideration. (8) Monitor that the Company acts upon the Public Limited Company Act B.E.2535 (along with any further corrections) and the Securities and Exchange Act B.E. 2535 (along with any further corrections) and other related declarations, regulations and/or rules in making transactions of asset acquisition and distribution. (9) Consider and determine the management structure, holds authorities in nominating other subcommittees as deemed appropriate e.g. the audit committee, management directors and determining their duties and responsibilities. (10) Consider and nominate qualified and unqualified persons as stated in the upon the Public Limited Company Act B.E.2535 (along with any further corrections) and Securities and Exchange Act B.E. 2535 (along with any further corrections) and other related declarations, regulations and/or rules of taking a position in cases that a position is vacant from other reasons than rotation and consider to replace those and the compensation rate to propose for approval from the shareholder’s meeting. (11) Consider to appoint executives as set by the Committee of asset direction and stock market and/or the committee of capital direction and the compensation rates for the said position.

(12) Consider and appoint the corporate secretary along with the compensation rate. (13) Consider and change the names of directors who are authorized to sign on behalf the Company. (14) The Board of Directors may authorize a director or more or other persons to operate instead of the director yet still under the Committee’s control or may authorize the person to hold authority as the Committee deems appropriate. The Board of Directors may withdraw the authority as deemed appropriate. It is noted that this authorization must not be an authority to consider and approve of any actions that him/herself is a stakeholder or contains conflict of interest with the Company or subsidiaries (as defined by the declaration of the Committee of asset direction and stock market and/or the committee of capital market direction and/or other declarations by related organizations) except in the case that it is an approval that agrees with policies and criteria that the shareholder’s meeting or the Board of Directors has agreed upon or has approved) • Qualifications of an Independent Director The Board of Directors has set qualifications for independent directors as follows, (1) Holds shares no more than 1% of the amount of shared that gives all voting rights for the Company, subsidiaries and associates, major shareholders or the Company’s authorized persons. Shares of related persons to that independent director must also be counted as well. (2) Is not or has not been directors in managing, employees, consolers with a regular salary or authorized persons of for the Company, subsidiaries and associates, subsidiaries on the

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

same level, major shareholders except for the case that has resigned at least 2 years before submitting in a permission form from the Securities and Exchange Commission (SEC). Prohibitions do not include the independent director once being a civil servant of consoler for a government sector that are major shareholders or authorized persons of the Company. (3) Is not a blood relative or legally registered father, mother, spouse, sibling and son/ daughter, spouse of daughter/son of other directors, executives or authorized persons of the Company and subsidiaries. (4) Holds no or has never done business related to the Company, subsidiaries and associates, major shareholders or authorized persons of the Company in a way that may obstruct independence or including those who used to hold significant shares or persons of authorities of business-related persons with the Company, mother Company, subsidiaries and associates, major shareholders or authorized persons of the Company except for the case that has resigned from the post no lesser than 2 years on the permission form submit date at the Securities and Exchange Commission (SEC) (5) Is not or has never been an auditor of the Company, mother Company, subsidiaries and associates, major shareholders or authorized persons of the Company and is not an Audit Office’s significant shareholder or partner who works for the Company, mother Company, subsidiaries and associates, major shareholders or authorized persons of the Company. Except for resigning from the post no lesser than 2 years on the permission form submit date at the Securities and Exchange Commission (SEC) (6) Is not or has never been a professional provider, including legal consulting or finance consulting which receives a payment of over 2

million baht per year from the Company, mother Company, subsidiaries and associates, major shareholders or authorized persons of the Company and is a significant shareholder or partner of those service providers. Except for resigning from the post no lesser than 2 years on the permission form submit date at the Securities and Exchange Commission (SEC) (7) Not a director who has been placed as a representative of the Company Director, major shareholder or shareholders who are related to major shareholders (8) Does not own a business of the same nature that shall compete or are similar to the Company, subsidiaries, and not a significant partner in partnership or a director that has roles in management, employees, personnel, consultants that receive regular salary or holds more than 1% of shares that have the right to vote on behold of other companies that share the same business natures and shall significantly compete with the Company or subsidiaries. (9) Possesses no other qualities that prevent them from giving independent opinions about the Company’s operations.

CORPORATE SECRETARY The 1/2014 Board of Directors meeting on 18 September 2014 had a conclusion to appoint Mrs. Pimwanitar Jaratpreedar to be the Corporate Secretary who holds duties and responsibilities as determined in section 89/15 and section 89/16 of the 4th Securities and Exchange Act B.E.2551 which started enacting on 31 August 2008 regarding responsibilities, awareness and honesty and also acting according the laws, objectives, regulations of the Company, conclusions of the Board of Directors’s meetings and the conclusion of the shareholder’s meeting.

45 Authority and duties of the Corporate Secretary The Corporate Secretary has authority and duties as follows, (1) Providing fundamental counseling to directors about the laws, objectives, regulations of the Company and following up to ensure the frequency and accuracy. (2) Being responsible for information revealing and the information report according to regulations of the Securities and Exchange Commission (SEC) (3) Composing and keeping these following forms, • Director registrations • Meeting invitations and meeting minutes for Company committee meetings

• Meeting invitations and meeting minutes for shareholder’s meetings • Annual reports (1) Keeping reports of stakeholders reported by Directors and Executives (2) Others according to the Securities and Exchange Commission (SEC) (3) Sending copies of the stakeholder report according to section 89/14 by the Company Directors and Executives to the Chairman and Audit Committee President within 7 days that the Company received the report.

SUBCOMMITTEE  Audit Committee At present, the Company’s Audit Committee composes of 3 audit committee persons;

Name Position 1. Mr. Chamnarn Wangtal President of the Audit Committee

2. Pol.Gen. Sawat Amornvivat

Audit Committee member

3. Mr. Peerapong Achariyacheevin

Audit Committee member

Mr.Chamnarn Wangtal is an audit committee member who has knowledge and experience in auditing the credibility of the Company’s financial budgets • Duties and Responsibilities of the Audit Committee The Audit Committee holds duties, authority and responsibilities as follows, (1) Audit the Company to compose an amply open and correct financial statement by collaborating with the external audit and executives who are responsible for drafting the financial statement both quarterly and annually. The Audit Committee may propose the auditor any transactions that are necessary and important towards Company auditing.

(2) Audit the Company to ensure a suitable and effective internal control system and internal audit system. Duties include verifying the independence of internal audit sectors along to the approval of appointing altering or ending the employment of internal audit sectors or any other sectors that hold responsibility of internal auditing. (3) Audit that the Company follows the regulations regarding the stock exchange and the stock exchange market and declarations of the Directing Committee of Securities and Exchange, declarations of the Committee of Capital Market Supervisor Committee, declaration of the Securities and Exchange Committee and related laws regarding the Company’s business.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

(4) Consider the nomination and appointing process of independent persons to be the Company Auditor and propose a fee for the position and attending meetings with auditors without the management sector at least once per year. (5) Consider the transaction or actions that could lead to conflicts of interests to follow the regulations of the Directing Committee of Securities and Exchange, declarations of the Committee of Capital Market Supervisor Committee, declaration of the Securities and Exchange Committee and the Stock Exchange’s rules to ensure that the transactions are reasonable and are the highest interests of the Company. (6) Act on any other assignments given by the Company Committee in agreement with the Audit Committee e.g. reflect upon the financial management policies, risk management, reflect on the executives’ business ethics, reflect along with the Company executives to report in the statements, compulsory to be made public following the law including the analysis report by the management sector. (7) Compose a report by the Audit Committee and reveal within the Company’s annual report which must be signed by the Audit Committee President and must consist of the information at least of as follows, • Opinions of correctness, completeness, credibility of the Company’s financial statement. • Opinions of the ampleness of the internal control systems, risk management and corruption prevention methods of the Company • Opinions of following rules regarding assets and the Stock Exchange market, laws by the assets and the Stock Exchange Market regulations, the Stock Exchange Market or related laws and the business of the Company

• Opinions of the auditor’s suitability • Opinions of any transactions that may lead to conflicts of interests • The number of meeting attendance of the Audit Committee and meeting attendance of each Audit Committee member • Opinions or general notices that the Audit Committee has received from conducts of the Audit Committee • Other transactions that shareholders and general investors should be notified about duties and responsibilities assigned by the Committee of the Company (8) In cases that an action is suspicious or questionable to significantly affect the Company’s financial status or operations, the audit committee may verify and report to the Company Committee to optimize within the time frame that the Audit Committee deems appropriate. • Transactions that may lead to conflicts of interests • Corruption or any wrongdoings or disabilities in the internal control system • Violation of laws that the Assets and the Stock Exchange Market declared, the Committee of Assets and the Stock Exchange Market, declarations of the Committee Capital Market, declarations of the Committee of the Stock Exchange Market and regulations of the Stock Exchange Market or related laws regarding the business of the Company When the predetermined timeline has arrived, if the Audit Committee finds that any corrections have been neglected without any valid reason, an Audit Committee member may report the suspicions to the Securities and Exchange Commission or the Stock Exchange Market

47 In the duties, the Audit Committee carries responsibilities to ensure that the Board of Directors does their duties and responsibilities assigned by the Board of Directors, while all responsibilities in all activities of the Company towards outside persons still is the duty of the whole Board of Directors.  Management Committee At present, the Company’s Management Committee composes of 6 persons; Name Position 1. Mr. Thanchart Kitpipit President of Management Committee 2. Dr. Littee Kitpipit Management Commitee member 3. Mr. Chokdee Wongskeo Management Commitee member 4. Mr. Somkiat Weetrakul Management Commitee member 5. Miss. Narissara Kitpipit Management Commitee member 6. Mr. Somchai Leechawengwongs Management Commitee member With Mrs. Pimwanitar Jaratpreedar as Secretary of the Management Committee

• Duties and Responsibilities of the Management Committee The Management Committee holds duties, authority and responsibilities as follows, (1) Operate and manage the Company’s business to follow laws, objectives and regulations of the Company along to conclusions of the Company Committee’s and shareholders’ meetings. (2) Determine Company’s mission, vision, policies, strategies, objectives, business plans and budget of the Company and subsidiaries annually to propose to the Company Committee for their opinions or approval. Duties include directing business management sectors to effectively and efficiently act according to the predetermined plan. Strategies and objectives shall tally with the Company’s situation. (3) Appoint subcommittees and/or operations committee for operations or management of

the Company and determining their authorities, duties and responsibilities along to monitoring their work progress and/or other operating committees that have been appointed to achieve the policies and objectives. (4) Follow up business operational results to achieve the predetermined policies and objectives and effective and efficient processes. (5) Consider the annual budget according to what the management sector had proposed before asking for consideration and approval of the Company Committee. (6) Consider for approval of operations that are normal transactions of the Company along to operations that are business support which subsidize the normal transactions of the Company, which are general agreements of trade in a sum that does not exceed the predetermined budget that has been approved by the Company Committee or that the Company Committee had

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

approved of the principles. This has to be within the regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange Market about transactions and asset acquisition or distribution and Table of Authority as approved by the Company Committee. (7) Consider business profit and losses, interim dividend payments or annual dividend for approval from the Company Committee. (8) Consider the organization structure, organization management, appointment, employment, repositioning, end of employment, remuneration determination, compensation, executive level bonus, from the level of sector director upwards except for the managing director. (9) Management Committee members may authorize one or more directors or other personnel carry out their duties as a representative within the control of the management committee or may authorize the person as the management committee deems appropriate, within the timeframe that the management committee sees appropriate. The management committee may cancel, cease or change any authorizations as considered suitable.

Name 1. Mr. Chamnarn Wangtal 2. Dr. Littee Kitpipit 3. Mr. Somkiat Weetrakul 4. Miss. Narissara Kitpipit

(10) Act upon any assignments that the Company Committee assigned from time to time. Still, duty assignments and responsibilities of the Management Committee must not be actions that make management directors or successors consider to approve any issues that himself or related persons have interests or any other conflicts of interests to the Company or subsidiaries (according to the definition of the Committee of assets and the Stock Exchange Market and/or the Committee of Capital Market direction and/or the Stock Exchange Market and/ or any declarations of related organizations) The issue must be presented to the meeting the Committee of the Company and/or the shareholders meeting (up to the case) for further approval except for transaction approvals which must agree to normal business and operations that are transactions supporting normal business of the Company which has general trade settlements following the declarations of the Committee of capital market direction and/or the Stock Exchange Market and/ or related organizations. ď&#x201A;Ą Risk Management Committee

At present, the Companyâ&#x20AC;&#x2122;s Risk Management Committee composes of 4 persons; Position President of the Risk Management Committee Risk Management Committee Risk Management Committee Risk Management Committee

With Mrs. Pimwanitar Jaratpreedar as Secretary of the Risk Management Committee

49 • Duties and Responsibilities of the Risk

Management Committee The Risk Management Committee holds duties, authority and responsibilities as follows, (1) Consider the policies and directions of risk management which will cover different risk types e.g. financial risks, investment risks, business operating risks. Duties also include assessing, following, reflecting on the ampleness of the policies and risk management system and the effectiveness of the system and policy following systems to propose for approval from the Company Committee. (2) Direct and support services of risk management to succeed by focusing on risk within each factor to go along with the decision making process. (3) Consider the crucial risks that may be of concern to the Company business e.g. financial risks, investment risks, management risks, information confidentiality, laws and regulations along to proposing preventions or buffers of the risks to be in an acceptable intensity. Duties also include following up with assessments to lessen risks and

Name 1. Mr. Chamnarn Wangtal 2. Mr. Peerapong Achariyacheevin 3. Mr. Thanchart Kitpipit

continuous effects to suit the state of business operations. (4) Report the results of the assessment and the directing of operations that follow the control standards and/or predetermined risk managements to the Company Committee to be regularly notified. In case that an important issue that may affect the Company’s financial status significantly, the Risk Management Committee shall report to the Company Committee to consider a control standard and/or urgent risk management actions. (5) May appoint a working team as deemed appropriate. (6) Act upon any assignments that the Company Committee assigned that regards risk management.  Nomination and Compensation Committee

At present, the Nomination and Compensation Committee of the Company composes of 3 people;

Position President of the Nomination and Compensation Committee Nomination and Compensation Committee Nomination and Compensation Committee

With Mrs. Pimwanitar Jaratpreedar as Secretary of the Nomination and Compensation Committee

• Duties and Responsibilities of the

Nomination and Compensation Committee The Nomination and Compensation Committee holds duties, authority and responsibilities as follows, A. Nomination • Consider the structure, size and elements of the Company Committee to be suitable towads the organization, business and environment.

• Determine the process, criteria of nominating and qualifications of the persons to be nominated as a Company Committee and Managing Director. • Consider and filter the nominees with suitable qualifications to be nominated as a Company Committee and Managing Director before proposing to the Company Committee meeting

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

place and/or the shareholder’s meeting for approval. B. Compensation determination • Determine the policy, and criteria to set the compensation rate both in money and other than money for the Company Committee and Managing Director to be appropriate and fair before sending to the Company Committee meeting place and/or the shareholder’s meeting for approval. • Any other duties that the Company Committee assigns that are related to the nomination and compensation rates of directors and executives.  Managing Director • Authorities, duties and responsibilities

of the Managing Director

The Managing Director has authorities, duties and responsibilities as follows (1) Supervise, manage and operate to normal business for the interests of the Company to meet goals and rules of the Company along to predetermined conclusions, policies, plans and budget set by the meeting the Committee of and/ or the shareholders meeting under related laws and authorities that the Committee planned. (2) Control the operations and/or day-to-day operations of the Company (3) Compose and present business policies, business plans, business goals, operational goals, business strategies and annual budget of the Company that is presented under business budget in the annual report and an authorization of management to present to the Management Committee and the Committee of the Company. (4) Take policies of the Committee of the Company to plan directions, ways, strategies and business goals towards the Mission for the management sector and administration to do.

(5) Control, audit and follow up on operations by the management and administration sector. Problem solving for executives and operations follow the strategies and predetermined business plans to the policies of the Company. (6) Follow up and assess operations of the management and administration sector. Result reports of operations, management, progress in operations to the Management Committee, the Audit Committee and the Committee of the Company regularly. (7) Regulate rules, declarations and understanding reports to ensure that operations of the Company follow policies and put interests of the Company, follow rules, and regulations within the organization. (8) Determine organizational structures, management methods that cover details of qualifying candidates, training, employment, resigning of Company employees. Remuneration, bonus and benefits are also included. (9) Has the authority to appoint and resign Company employees that are beneath the Managing Director’s position. (10) Consider for approval the operations that are transactions of the normal business along to operations that are transactions that support normal business of the Company e.g. general trade settlements in a sum that does not exceed the budget approved from the Committee of the Company and/or the Management Committee or follows what the Committee of the Company and/ or the Management Committee concluded approval in principles. Beneath the regulations of the Securities and Exchange Commission, the Stock Exchange Market regarding transactions, acquisitions or distribution transactions of asset, Table of Authority approved by the meeting the Committee of the Company. (11) Do other duties assigned by the Management Committee or the Committee of the Company from time to time. In carrying on any duty

51 of the Managing Director or an authorized on behalf the Managing Director or persons of conflict (According to the definition of the declaration of the Committee of capital market direction and/ or the Stock Exchange Market and/or organization related) Is a stakeholder of conflict of interests with the Company and/or subsidiaries and/or related companies, the Managing Director has no power to approve those operations but it has to be proposed to the meeting the Committee of the Company and/or the shareholders meeting (up to the case) for further approval except for approval transactions of normal business and follows general trade standards which follows the declarations of the Committee of capital market direction and/or the Stock Exchange Market and/or organization related.

THE NOMINATION AND REMUNERATION OF THE COMMITTEE AND EXECUTIVES The Nomination and Remuneration Committee has duties in recruiting qualifiers with suitable attributes from the conduct of the Committee. Each is important. The Company Committee shall appoint or ask for approval in the shareholders meeting according to the Company rules. The Nomination and Remuneration Committee has determined a nomination criteria as follows,  Criteria of nomination and appointing committee members and independent directors To ensure the nomination process to be transparent, structural, and follows good corporate governance, the Committee of the Company appointed a Nomination and Remuneration Committee of 3 members to consider and recruit when there is a vacancy in the Company Committee, or when a rotation is due. The Nomination Committee qualifies candidates by setting up criterion as follows,

Nomination and appointment Consider from those that will benefit and suits the business of the Company in various ways and is transparent as follows, • Consider from the opportunities opened for minor shareholders who are qualified and are proposed by major shareholders • Has attributes that follow the laws and regulations related which are Public Company Limited Act, rules of the Company and good corporate governance. • Falls under the criteria of nominating Company Committee by the Stock Exchange Market of Thailand • Prioritizes skillful people with experience, professionalism, special attributes in different fields that the Committee lacks. It is also necessary that it primarily benefits the business of the Company. No gender or racial discrimination or any other differences so that the Committee of is complete and puts the highest interests to the Company. • Consider the stakes and Conflict of Interest of independent directors. The Board of Directors 1. Proposing new members may be considered from the following qualifications • Possess qualifications in the laws regulations related which is the Public Company Limited Act, rules of the Company and good corporate governance. • Being the professional of knowledge and diverse fields of experience that shall benefit being a committee member • The necessity towards the missing committee structure by considering the Skill Matrix from engineering, laws, finance, accounting, economics,

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

stability, management to merge them to benefit operations of the Company • An agreement from the Nominee 2. Proposing the same committee member may be considered from the following qualifications • Operational results in the past • Good recommendations and beneficial opinions • Time commitment towards the organization • Participation in activities of each member. Independent Directors In nominating and appointing the independent directors, we will consider from the number of independent directors in the Committee of the Company to follow the regulations of the Committee of Assets and the Stock Exchange Market In choosing directors to replace vacancies from other cases that rotation, the Nomination Committee may nominate qualifiers to the Committee of the Company to choose as the director instead of the vacancy with a vote of no lesser than 3/4 of the directors left. The person subsidizing that committee member may be appointed to the number of days left of the former post. Managing Director The 3/2014 meeting the Committee of the Company on December 4 2014 a concluded approval in the policies of the Nomination and Remuneration of the Managing Director. In recruiting a Managing Director, the Nomination and Remuneration Committee will primarily consider the qualifiers who are knowledgeable, skillful and has related experience that will benefit the operations of the Company, understand the business of the Company, is able to manage towards the goals that the Committee of the Com-

pany determined and present to the Committee of the Company in considering for approval.  Position appointments The Board of Directors • According to the Public Company Limited Act B.E.2535 and Company rules shareholder ordinary meetings must be held every year and must rotate (1/3) of the number of members within the Committee. If (1/3) cannot be done, a rotation of near to (1/3) must be done instead to reelect them into positions once again. • In the case of vacancy from a rotation, the Committee must choose a person who is qualified and does not have any forbidding issues of the law regarding Public Company Limited and regulations of Assets and the Stock Exchange Market to be the Committee in the meeting. Except for the appointment of that committee member is lesser than 2 years, the person subsidizing that committee member may be appointed to the number of days left of the former post. The Audit Committee • An Audit Committee member has an appointment of not exceeding 3 years counting onwards from the appointment date. Members that expire from rotation are able to be reelected. • When an Audit Committee member has completed the appointment or has an incident that makes an Audit Committee member unable to complete the appointment period and results in lesser than 3 people, the Company Committee will appoint an Audit Committee member to replace the vacancy within 3 months from the date of a vacancy to ensure the Audit Committee’s continuous duty carrying. The Nomination and Remuneration Committee • The Nomination and Remuneration Committee has a 3 year appointment counting

53 onwards from the appointment date. Members that expire from rotation are able to be reelected from the Company Committee’s approval. The Risk Management Committee • Risk Management Committee has 3 appointments counting onwards from the appointment date. Members that expire from rotation are able to be reelected from the Company Committee’s approval.  Director and Executive Compensation (1) DIRECTOR COMPENSATION • Compensations that are money The 1/2015 Ordinary shareholder’s meeting on 28 April 2015 reached a conclusion that compensation for Company Committee members, Audit Committee, Risk Management Committee and Nomination and Remuneration Committee as follows, • Directors who aren’t executives A. Meeting allowance (Only for directors who attend) Risk Nomination and Board of Audit Management (Baht) Remuneration| Director Committee Committee Committee Meeting Allowance Amount (Baht) / time • Chairman 30,000 22,500 15,000 15,000 • Directors 18,000 18,000 10,000 10,000

B. Quarter Compensations Risk Nomination and Board of Audit Management (Baht) Remuneration| Director Committee Committee Committee Quarter compensations (Baht/Quarter) • Chairman 120,000 80,000 - • Directors 64,000 64,000 - -

If a Board of Director also holds positions as an audit committee, the director may choose between quarter compensation as either a Directoror an audit Committee. • Directors who are executives The Management Committee and directors who are executives or employees of the Company will not receive any meeting allowance and quarter reviews. The same applies for the and other subcommittees, but may be compensated in the form of pensions of which the Board of Directors Company Committee shall consider. C. Annual Bonus for Directors -None-

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED Details for Committee remuneration of 2015 consists of details as follows,

Meeting Allowances Board of the Audit the the Risk the Nomination Namelist Directors Committee Management Management and Remunera- Totaling Committee Committee Remuneratio tion Committee 1. Dr. Thanong Bidaya • Chairman • Independent Director 210,000 - - - - 480,000 690,000 2. Mr.Chamnarn Wangtal • Independent Director • President of the Audit Committee • President of Risk Management Committee • President of the Nomination Remuneration Committee 126,000 90,000 - 15,000 - 320,000 551,000 3. Pol.Gen. Sawat Amornvivat • Independent Director Details for Committee remuneration • Audit Committee 144,000 72,000 of 2015- consists of- details as- follows,256,000 472,000 4. Mr. Peerapong Achariyacheevin • Independent Director • Nomination and Remuneration 126,000 54,000 - - - 256,000 436,000 Committee 5. Mr. Thanchart Kitpipit • Director • President of the Management Committee • Nomination and Remuneration Committee • Managing Director - 6. Dr. Littee Kitpipit • Director • Management Committee • Risk Management Committee - 7. Mr. Chokdee Wongskeo • Director • Management Committee - 8. Mr. Somkiat Weetrakul • Director • Management Committee • Risk Management Committee - 9. Miss. Narissara Kitpipit • Director • Management Committee • Risk Management Committee - member 10. Mr. Somchai Leechawengwongs • Director • Management Committee - Total 606,000

- 216,000

- -

- 15,000

- -

- 1,312,000 2,149,000

55 • Compensation apart from money The 8/2012 extraordinary shareholder’s meeting concluded to increase 100.00 million baht the registered capital of the Company from 350.00 million baht to 450.00 million baht, with 1.00 million ordinary shares at 100 baht per share to sell to the former shareholders. The increase, Mr. Thanchart Kitpipit, a major shareholder of the Company gave rights to committee members, executives and employees in reserving and purchasing these increased registered capitals without charge. The major shareholder gave the same amount of money as the shares value to directors, executives and employees. The directors, executives and employees then made an agreement with the major shareholder by setting a none-selling period of 2 years since the date that the Company’s shares were listed in the Stock Exchange Market. On 31 December 2015, the ratio of shareholding of directors and executives are as follows Shareholder 1. Dr. Littee Kitpipit

Amountheld Shareholding (shares) ratio (%) 10,000,000 0.83

2. Miss. Narissara Kitpipit

10,000,000

0.83

3. Mr. Somkiat Weetrakul

1,000,000

0.08

4. Mr. Chokdee Wongskeo

1,000,000

0.08

5. Mr. Somchai Leechawengwongs

800,000

0.07

6. Dr. Thanong Bidaya

400,000

0.03

23,400,000

1.94

Total

(2) EXECUTIVE COMPENSATION

In the accounting year ended 31 December 2014 and 2015 the Company paid compensation for executives (excluding accounting manager and financial manager) in the details as follows. Amount (persons)

Executive Compensation (Baht) Accounting year ended on Accounting year ended on 31 December 2014 31 December 2015 7 7

Salary

16,950,000

17,772,000

Bonus

2,700,000

1,680,000

Providence funds

296,400

345,240

Other benefit packages e.g. social securities

63,000

65,250

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

POLICY FOR

BUSINESS DIRECTION The Company is aware and exercises the importance of the good corporate conduct since it indicates an effective, transparent, auditable management system which shall ensure confidence for shareholders, stakeholders, all persons of interest. Good corporate conduct shall also project towards prosperity as it is a tool for increasing value and shall subsidize sustainable growth for the Company. The Company has taken The Principles of Good Corporate Gover-

nance for Listed Companies 2012 as a guideline, as what the Stock Market Exchange has regulated and shall cover 5 principles as follows, 1. Shareholder’s rights 2. Equal actions towards all shareholders 3. Stakeholder’s roles 4. Information revealing and transparency 5. Responsibilities of the Committee

SHAREHOLDER RIGHTS The Company emphasizes the importance of shareholder rights. The Company operates to ensure that shareholders will be able to fully use their rights which are trading shares, transferring shares, receiving part of the business profit, receiving ample information and news of the business, participating in meetings to use their rights in appointing or withdrawing committee members, appointing auditors and other issues that may affect the Company such as dividend allocation, setting or editing conditions, regulations, memorandums, increasing or decreasing capital, approving special programs, etc. by setting guidelines as follows, (1) SHAREHOLDER MEETINGS • In order to grant shareholders with an opportunity to study the Company’s information related to the shareholder’s meeting, the Com-

pany shall send meeting invitations and any other documents related to the shareholders at least 7 days (or the amount of days according to the law) before the meeting. Within the meeting invitation, information on meeting date, time, location and agendas with an explanation and reasons of each agenda, or to support the reason of approval alongside opinions of the Company Committee, proxy forms, lists of independent directors for the shareholders to give authority for being their representatives in a meeting they cannot attend. • The Company provides convenience to shareholders in attending and voting in meetings and avoids any actions that may be perceived as an obstacle for shareholders to attend the meeting e.g. voting for conclusions should not be overly sophisticated or costly, the meeting location should be convenient for traveling to etc.

57 • The Company grants the shareholders an opportunity to send questions in before the meeting, by clearly setting a condition and notifying all shareholders to know about this rule, which shall be sent alongside the meeting invitation. Moreover, the Company also has posted this rule upon the corporate website. • In case that a shareholder is unable to attend a meeting, the Company allows them to authorize independent directors or other persons to attend instead by filling in proxy forms that the Company had enclosed along with the meeting invitation. (2) ACTIONS ON THE SHAREHOLDERS’

MEETING DATE.

• The Company supports the Company directors to attend the meeting with the shareholders to answer any questions that may be raised. • In a shareholder’s meeting the Company will separate each issue in the case that an agenda has multiple sub-agendas e.g. appointing directors • The Company will ask independent persons to count or check votes in a shareholder’s meeting and shall reveal to the meeting to be noted onto the meeting minutes. • The Company provides voting cads for important agendas e.g. transactions, asset allocations or selling transactions for transparency and auditable reasons in case any conflicts may occur afterwards. • The meeting president shall arrange meeting time to be appropriate and support shareholders in sharing their opinions and questioning any issues related to the Company.

(3) COMPOSING MEETING MINUTES AND CONCLUSION REVEALING FROM THE SHARE HOLDER MEETING.

After a shareholder’s meeting, the Company shall compose the meeting minute which will include the details, agendas, meeting conclusions, voting results, questions, issues or opinions raised in the meeting minutes so that shareholders may recheck. The meeting minutes shall be posted onto the corporate website within 14 days from the meeting day. A list of attendees and absent directors shall also be included. The Company has a policy of supporting and providing convenience to shareholders and institutional investors in attending the shareholder’s meeting. The Company chose a meeting venue that has convenient and ample transportation methods so that the shareholders may travel easily to the meeting venue. The Company also provides registration channels at the meeting place in both normal people and institutional investors by using barcodes in the registration and voting process so that the process runs swiftly. We also provide stamps for shareholder’s proxies for their convenience.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

DEMEANOR EQUALITY

TOWARDS SHAREHOLDERS The Company has demeanor towards all shareholders who include those who are also executives or not, institutional investors, major or minor shareholders, including foreigners equally and equitably with actions as follows, • Provide convenience to minor shareholders by giving an opportunity to propose meeting agendas before the date of a shareholder’s meeting in order to demonstrate the transparency and equity in deciding whether agendas proposed by minor shareholders should be added or not. • Provide convenience to minor shareholders by giving an opportunity to propose a Company director by sending information regarding a candidate’s qualifications and a letter of the candidate’s acknowledgement to the Company President 3 months before the meeting date. • Shareholders who are executives will not add any meeting agendas beforehand without any necessity, especially in agendas that requires time for shareholders to study and decide. • Company Directors will give sharehold-

ers an opportunity to individually nominate directors. • Company Directors will guideline data storage to ensure the security of internal literate data. These guidelines will be notified to all people within the organization to follow. It is also compulsory that all directors and executives have to inform their securities according to the law by routinely sending that report to the board of directors and to reveal in the annual report. • Directors who are significantly stakeholders which may influence the board of directors as unable to freely express their opinions should refrain from participating within that meeting agenda. The Company has given an opportunity to shareholders of proposing meeting agendas and directors to replace formers directors who will expire from rotation before the meeting. The details are found on www.scan-inter.com and via the Stock Exchange Market on November 24, 2015. However by the end date of December 31, 2015, no shareholders had proposed any nominations.

STAKEHOLDER ROLES

The Company is aware of the all of the Company’s stakeholders’ rights. May it be shareholders, clients, trade partners, employees, the community, the society or the environment, a policy stating the actions towards stakeholders rightfully to related laws or any agreements made with the Company for all actions that are violations of the stakeholders all have compensation measures. The policy and action measurements towards stakeholders may be classified into groups as follows, (1) SHAREHOLDERS The Company shall equally interact with all shareholders in defending their interests, not violating or diminishing their rights and promise to ensure their highest satisfaction by keeping in mind the Company’s sustainable growth and to create added value, continuously provide appropriate compensations and exercise the principles of good corporate governance. (2) EMPLOYEES • Equally and ethically interact with em ployees in opportunities, compensa tions, benefits, potential development along to providing provident funds for employees • Maintaining the working environment of employees to be safe for their lives and property. This also includes ethically positioning, moving, compensating and reprimanding employees with an assessable method and is under the Company’s criteria.

• Listening to opinions and recommenda tions of employees based on their professional knowledge. • Strictly follow laws and regulations related to employee employment. (3) CLIENTS/CUSTOMERS • Aim to provide client and customer satisfaction and confidence by caring and being responsible towards clients and customers. Clients and customers must receive good, safe, quality product/ service which is price-appropriate and has standards of the Company. • Follow conditions and agreements with clients or customers strictly. Develop and heighten the standards of products and service to maintain a good partnership relation with the client or customer. • Keep confidentiality of clients or customers by not using it for personal or related benefits. • Provide ample information and news so clients and customers are updated with accurate knowledge of the Company without over-selling or stretching the truth to make clients or customers misunderstand the conditions or quality of the Company’s products and services. • By setting up seminars to increase knowledge and potential in effciently carry out operations

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

(4) TRADE PARTNERS AND/OR CREDITORS • Consider the equity, fairness, ethics, and honesty in conducting business by considering the Company’s highest interests on a basis that both parties share fair returns. • Act upon conditions that were agreed. In such cases that a condition may not be met, creditors must be informed beforehand in order to find a problem solver. (5) COMPETITORS

• Act beneath the rules and laws of good competency. • Not gaining confidential information of trade competitors by inhonest or inap propriate means. • Not discriminating others to join business competancies, not accusing competitors to discredit them.

(6) COMMUNITY, SOCIETY AND ENVIRONMENT The Company has a policy of operating business with responsibilities towards the community, society and environment in issues of safety, life quality, natural resource reserving, supporting efficient energy consumption along to life quality of the community and the society. The Company has a policy of reporting the committee’s stake holding. Committee members and executives must report their stake holding, and persons related to the Company or subsidiaries’ stake holding when appointed as a committee member or executive for the first time along to reporting every time a change has happened in stake holding to the Chairman or Audit Director within 7 working days since the Company had received the report as to follow the Act of Assets and Securities B.E.2535 and to use the information in auditing and preventing conflicts of interests.

INFORMATION

REVEALING AND TRANSPARENCY The Company holds a policy of revealing data regarding the Company, including financial information and information other than financial in a correct, accurate, timely and transparent manner. These shall be revealed passed channels that are easy to access, equal to all and creditable as stated in the regulations of the Office of the Securities and Exchange Commission and the Securities Exchange of Thailand as follows, (1) The Company Directors shall conduct a device to ensure that the information revealed to investors are correct, does not lead to any misunderstandings and is ample towards the investors’ decision making process. (2) Other than regulations of information revealing by the channel of the Securities Exchange of Thailand, the annual information revealing form (type 56-1) and annual reports, the Company will also reveal the information both in Thai and English in another channel as well. This channel is the Company website which shall be regularly refreshed in revealing updated information. The information upon the Company’s website shall at least include basic information as regulated within the Principles of Good Corporate Governance for Listed Companies 2012 by the Securities Exchange of Thailand. (3) Company Directors will conduct the Company in composing the Management Discussion and Analysis (MD&A) to accompany with the financial budget in every quarter. This is to ensure that all investors are provided with acknowledgement and have a better under-

standing of the changes in the financial budget and business profits of the Company within each quarter, other than purely on digits and numerals of the financial budget. (4) The Company’s policy of preventing conflicts of interests that may occur includes that all transactions and/or business transactions that risk any conflicts of interest have to follow all concerning laws. The Company shall have Directors, Executives and/or major shareholders of the Company (depending on the case) to not do any similar businesses which will compete against each other and will decrease the Company’s competency ability. Doing any business with each other that may conflict with the Company’s or subsidiaries’ best benefits is also counted. In cases like this, the Company Directors, Executives, and/or major shareholders (depending on the case) must inform the Company. If Company Directors, Executives, and/or major shareholders have objectives of shareholding to conduct any business that is similar to the Company or subsidiaries, the Company shall let the Audit Committee consider whether each case has conflicts of interest with the Company or subsidiaries or not. (5) The Company emphasizes the importance of good internal control and has set up an internal investigation department to monitor operations of each division, prevent any errors that may occur and for the sake of transparency by checking from time to time while filing reports to the Audit Committee.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

RESPONSIBILITIES OF THE COMMITTEE

(1) THE BOARD OF DIRECTORS The Board of Directors consists of persons of diverse qualifications in skills, knowledge, ability and experience that will enable benefits towards the Company. These people have responsibilities in determining policies and the overall image of the organization. Their roles also include directing, checking and assessing operational results of the Company according to the plan. Their roles also include ensuring that Company operations follow laws, rules, regulations and resolutions of the meeting of shareholders transparently, morally, and according to the codes of business conducting. Their roles also include directing the administrative section to follow the goals and models that have been predetermined for the highest benefits of the Company and shareholders. The Company also has literately written the responsibilities and duties of the Board of Directors, Sub-Committees and the Managing Director to provide a clear guideline of the responsibilities and duties of each set of committee for reasons of transparency and consideration efficiency.

(2) SUB-COMMITTEES  Audit Committee Responsible for monitoring Company directing by checking and auditing to ensure the mutual benefits of all shareholders. The Audit Committee’s responsibilities follow the Audit Committee Charter.  Management Committee Responsible for the visions, missions, goals and strategies for Company operations.

They control the commerce along to actions assigned by the Company Directors.  Risk Management Committee

Responsible for considering and filtering policies and risk management methods of the organization along to seeing that risk management methods conform with business goals and ever changing conditions  Nomination and Compensation Committee

Responsible for considering the criteria and the nomination process of personnel who are appropriate for taking director to executive positions. Roles also include the sourcing according to a predetermined process before nominating the candidates to Company Directors or the meeting of shareholders to appoint. Other than this, the Nomination and Compensation Committee also has to determine an appropriate compensation package for a committee member and executives to reflect their ability to conduct business to reach the goals.

(3) ROLES AND RESPONSIBILITIES OF THE COMMITTEE The Company regulates the Committee follow the Code of Best Practice for Directors of Listed Companies by the Securities and Exchange of Thailand. The Committee must understand and acknowledge their duties and responsibilities and must follow the laws, regulations, objectives of the Company and resolutions of the meeting of shareholders, committee charter along to the policy of directing and monitoring Company operations with honesty and concern-

63 ing the Company’s and shareholders’ highest benefit. The Committee shall state the policy, goals, business plans along to Company budget and directing the administration section to act according to the policy, plan and budget both effectively and efficiently for the Company’s and all shareholder’s highest extent.

(4) COMMITTEE MEETINGS The Company follows the Act of Public Companies Limited B.E.2535 (including the editing) and Company regulations. Company regulations include sending meeting schedules and meeting agendas in advance and informing each member of the schedule by sending meeting documents to members at least 5 days before the meeting. As for the number of times for the Committee meeting, this shall be considered with the duties and responsibilities of the directors and business operations, but shall not exceed 6 times per year, by pre-setting meeting dates throughout the year and by notifying each committee member.

(5) SELF-ASSESSMENT OF COMMITTEE After the Company had been listed on the Securities and Exchange of Thailand, the committee shall hold whole assessments at least once every year. This is to assess operational results within the previous year and to indicate if any problems occurred so they may be solved for the Committee in further years to come. In 2015, the Nomination and Compensation Committee had set an assessment form for the Committee. The Corporate Secretary distributed and accumulated all from the Committee to compose a report for consideration by the Company Committee. The assessment form included the following factors,

1. Structure and Qualifications of the Committee 2. Roles, duties and responsibilities of the Committee 3. Committee meetings 4. Duty fulfilling of the member 5. Relationship with the Management Sector 6. Self-development of the member and Executive The conclusion from the Committee Assessment proved to be in the excellent level.

(6) COMPENSATION The compensation for members must be considered and approved from the meeting of shareholders by considering these following criteria, 1) Company operational results compared to the compensation rate of directors of a listed company in Securities and Exchange Thailand that has similar businesses and share the same company size 2) Experience, roles, duties and responsibilities of each member 3) Benefits that the Company anticipates from each member 4) The Compensation rate must be attractive to directors who possess appropriate qualifications to the essentialities and the situation of the Company The Nomination and Compensation Committee are the ones who consider the compensation to pass on for approval from the Company Committee, before passing on for voting of approval from the annual meeting of shareholders.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

(7) DEVELOPING MEMBERS The Company Committee has a policy of supporting and providing knowledge for members in important legal issues for working in a listed company and good corporate governance along to the audit committee, executives and training to continuously improve operations. In cases that a member has changed or a placement has been made, the administration sector shall provide them with helpful documents and information for the position and an introduction of the business and the directions of the Company’s operations for the new member.

(8) INTERNAL CONTROL The Company Committee has set a system that should control internally in financial and operational sectors to follow the laws, consistent regulations and ensures that an auditing and balancing mechanism is efficient enough to ensure the saftey of the Company asset at all times. A hierarchy of approval and responsibility of executives and employees also have a checking and balancing system. Regulations are literately written with outside organizations to

check internally. These check-ups are following the pre-determined laws including affectivity and sufficiency assessments within sectors of the Company, direct to the Audit Committee.

(9) SUPERVISION OF INTERNAL INFORMA TION USAGE The Company has set a policy of using the Company’s information according to the Policy of Internal Information Usage.

(10) ANNUAL REPORTS The Company Committee is responsible for composing the Company’s financial report and financial information that appeared in the annual report as the standard of general accounting. The Company chooses appropriate and regular accounting policies, careful consideration in composing and ample information revealing in the footnotes of a financial statement. The Company Committee assigns the Audit Committee to supervise the quality of the financial statement and to reflect their opinions to the Company Committee.

SUBSIDIARY

OPERATIONS SUPERVISION The Company has a policy of investing in businesses relating to its main business, which the Company foresees shared benefit or to support Company operations as a way to increase revenue and profit gain of the Company. The Company supervises subsidiaries in transactions, asset acquisition or distribution or any other important actions of the subsidiary to be complete, correct and uses the criteria regarding disclosures or actions with the same method of the Company. This also includes supervising data collection and storage, accurate accounting of subsidiaries. This is to ensure that the Company can do verifications and gather data for consolidated financial statements, presentation of analysis, express any comments or opinions for the Company directors

and the subsidiary’s directors. This process will be part of decisions for policy enacting or improving the subsidiary’s business to continuously grow.

INTERNAL

DATA USAGE SUPERVISION The Company is aware of the importance of internal data usage according to the Good Corporate Governance. For reasons of transparency and prevention of gaining personal benefits from the Company’s internal data of which is undeclared to the public, strict policies have been regulated for internal data management, of which only those who are concerned with the matter shall be informed. Internal data shall be reported or declared only by person(s) who are assigned to. Penalties and reprimands are also regulated for those who violate the policy.

All directors and executives of the Company acknowledge their duties and responsibilities of not using any internal data for personal benefits. Executives are regulated to report of any changes of securities to the Office of Securities and Exchange Commission regarding Section 59 of The Securities and Exchange Act B.E.2535 within 3 days from the day of security change by notifying the Corporate Secretary to record, change and finalize the securities of executives and individual directors.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

AUDITOR FEE The auditor’s fee for the year 2015 for auditing financial statements of the Company and subsidiaries totaled 3,030,000 baht. The fee for auditing the verifying actions to follow the Company’s and subsidiaries’ promotion totaled 50,000 baht. Remark : Audit fee of the year 2015 which is approved from the annual general shareholders’ meeting of the year 2015 total 2,650,000 Baht which increased 380,000 Baht. The increased fees of the auditors are due to the fee for auditing the Consolidated Financial Statements. Since the Company has 3 more subsidiaries which were purchased in 2015.

INTERNAL

CONTROL AND RISK MANAGEMENT In the 1/2016 Company Committee Meeting, 23 February 2016, 2 audit committee members were present in the meeting. The members assessed the internal control system by questioning the management section. It could be concluded that, from the 5 internal control system assessments which are Organizational Control and Environment Measures, Risk Management Measure, Management Control Activities, Information and Communication Measure and Monitoring, the audit committee and Company committee’s opinions are that the Company has an ample and appropriate system to efficiently run the internal control system. The system that covers follow ups of monitoring subsidiaries’ operations to prevent Company and subsidiaries’ assets from being foully used by

directors or executives without true authority along to any transactions with persons who may have conflict and related people. In the 1/2014 audit committee meeting of 18 September 2014, Dharmniti Auditing Co., Ltd. was positioned to internally audit the Company. Mr. Saksri Ampawan of Dharmniti Auditing Co., Ltd. holds main responsibilities of auditing the Company. The audit committee has validated the qualifications of Dharmniti Auditing Co., Ltd. and Mr. Saksri Ampawan and agrees that is appropriate enough to take the responsibilities because of the independence and experience in internal auditing.

TRANSACTIONS The Company’s transactions that may conflict with persons within the year 2015 may be concluded in details as follows, Persons/Corporations that may include conflict 1. Ms.Pornpun Niyomchan, wife of Mr.SomkiatVeetrakul, Company Director who holds 0.08% of the Company’s share

Natures of the transaction

Value Necessities and validity of (million the transaction baht) The Company had sold 0.605  The transaction is 1 Mitsubishi Attrage to normal to the busiMs.PornpunNiyomchan ness natures of the on 17 February 2015 Company and fell within the price and conditions of market ing trade.

Opinions of the Audit Committee  The transaction is normal, has general trade conditions, is reasonable and is beneficial towards the Company.

TRANSACTION POLICIES OR TRENDS IN THE FUTURE If the Company wishes to make any transactions or transactions within the Company group with persons who may have conflicts of interests, is a stakeholder or may have conflicts of interests in the future, the Company shall interact by following strict policies and rules. The Company committee’s guideline for consideration is considering the necessity of the transaction compared to Company actions and compare the price with (if possible) along to considering the importance of the transaction size. In the case that any transactions or actions that do not agree with general trading standards, an enquiry for apprpval must be given about the transaction of its necessity and suitability before proposing to the Company Committee for consideration of approval along the process.

However, if any transactions were made, the Audit Committee shall share their opinions of the transaction suitability. In the case that the Audit Committee isn’t able to audit the transaction, the Company shall invite people who are knowledgeable or professional to that field e.g. independent auditors or property appraisers to provide opinions upon the transaction. Their opinions will be taken into consideration by the Company committee or shareholders up to the case. This is to ensure that the transaction is not property transferring or interest shifting between companies, but is a transaction that puts the shareholders’ interests highest.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

CORPORATE SOCIAL RESPONSIBILITY CORPORATE SOCIAL RESPONSIBILITY Scan Inter Public Company Limited operates with care to all stakeholders, economy, society and environment. We run the business by caring for stakeholders, the economy, the society and environment. We shall conduct our business with morality, ethics; conduct along to following good governance as a directing tool for running business with honesty, transparency and fairness. We are always aware of the effects towards the economy, society and environment. We are always ready to fix any effects to truly progress towards the sufficiency of our stakeholders, economy, society and environment. ECONOMIC OPERATIONAL RESULTS The Companyâ&#x20AC;&#x2122;s business nature regards natural gas. We progress towards being the manufacturer and seller of natural gas for logistics sector, land transportations (NGV) and industrial sectors (iCNG). As for the natural gas business for the logistics sector and land transportation (Natural Gas for Vehicle, NGV) Manufacturing and selling NGV of the Company in

69 2015, in the past the Company has manufactured and sold NGV approximately 235,000 tons per year, which is comparable to replacing the amount of benzene and diesel up to 283 million liters per year. The replacement of benzene 95 totaled 94 million liters per year and diesel totaled 189 million liters per year, which may be calculated as helping the logistics sector cut costs of approximately 4,800 million baht per year.

Diagram showing the amount of fuel type replacement

The price used for calculating the fuel replacement is the average price for benzene 95 on the first operating day of year 2015 and the average price for diesel on the first operating day of year 2015 (reference: http://www.eppo.go.th/petro/price/) By calculating from the ratios in the pie chart, cost deductions for fuel consumption of the general public using personal vehicles and the cost deductions for fuel within the logistics sector is the main factor in supporting the logistics sector to cut their costs in business running. This helps the competency potentials of Thai operators and also sufficiently lessens the reliance of imported energy from outside the country.

diagram showing the amount of fuel type replacement

This pie chart represents the amount of NGV consumption seperated by the types of vehicles that consume natural gas. For industrial sectors (iCNG), manufactoring and selling natural gas (Compressed Natural Gas, CNG) for industrial plants indicates that the Company can replace the amount of energy consumption in industrial sectors in the form of total of cut costs at approximately 116 million baht per year, a deduction of energy costs in Thailand to strengthen competency potentials of Thai industrial sectors.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

OPERATIONAL RESULTS IN SAFETY, HEALTH ENVIRONMENT Originating from the slogan of “Creating Sustainable Energy”, the Company aims to research and develop new energy technology in order to sufficiently consume energy to its maximum values. In the business field which the Company runs, great effects result from NGV consumption /CNG in Thailand. As for the part which the Company takes the role of a manufacturer, distributor and sales, we are able to deduce the amount of carbon dioxide emission which is the same amount of greenhouse gases of over 640,000 tons per year, or comparable to the amount of carbon dioxide emissions of a 200 megawatts coal power plant, or equal to building a 960 megawatts solar power plant, which may use space up to 9,600 acres (comparable to 2,870 football fields). The amount of carbon dioxide that the Company is able to reduce is similar to planting trees in an amount of 426,666 tons per year.

Diagram indicating the amount of carbon dioxide deduction

From the diagram showing the reduced amount of carbon dioxide, it is clear that the Company’s business does highlight clean energy by reducing the amount of up to 640,000 tons of greenhouse gases per year. When compared to other fuels classified by business natures, station types, PMS, PBS and Industrial Compressed Natural Gas Business (iCNG), gas emissions from fuel burning has been reduced in 2015 at over 485,000 tons per year (76 %), 151,000 tons per year (23%) and 2,800 tons per year (1%) accordingly.

diagram showing the amount of fuel type replacement

From the diagram showing the amount of fuel type replacement, we are able to see that in 2015 the Company could reduce the amount of carbon dioxide emission when compared to ben-

71 zene, diesel, fuel oil and liquid petroleum at the amount of approximately 94 million liters per year (29%), 189 million liters per year (60%), 19.4 million liters per year (6%) and 15.4 million kilograms/ year (5%) accordingly.

OPERATIONAL RESULTS FOR THE SOCIETY The Company operates for the society other than regular business running which benefits the society.

• Sponsoring a broadcasting antenna and a megaphone for

Moo 1, Tambon Klongkwai, Amphoe Samkhok, Patumthani province for public relations and communication within the community.

• The Company sponsored a radio center for Ruamkatanyu

foundation, Patumthani province for communication and coordination purposes in responding to casualties or people in emergency situations immediately.

• The Company sponsored funds in building accomodations

for those in need in honor of Her Royal Highness Princess Mahachakri Sirindhorn.

STANDARDS CERTIFIED TO THE COMPANY BS OHSAS 18001:2007 From the Management System Certification Institute (MASCI) in receiving and distributing natural gas by vehicles from mother stations to daughter stations ISO 9001:2008 จาก Bureau Veritas Certification (Thaialnd) certified the management system of international standards for plants and main service stations, ensuring that the management system is controlled and is auditable form process documents and work process of which the Company has been certified with standards as follows,

(1) Designing, constructing, installing and providing service and gas filling equipment in oil and gas industries. (2) Designing, installing and providing service of fuel systems e.g. Bi-Fuel system, DualFuel system and Dedicated Engine system for vehicles and trucks. (3) Installing natural gas compressor machines and equipment for NGV service stations. (4) Manufacture gas Dispensers, Priority Panels and Decant Panels used within an NGV service station.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

(5) Receive and distribute gas in main natural gas compressing stations. (6) NGV filling services (7) Distributing NGV from mother stations to daughter stations TIS 18001: 2011 From the Thai Industrial Standards Institute, the system of health and safety standards ISO. 18001-2554 for receiving and distributing natural gas in main NGV stations and distributing NGV from mother stations to daughter stations. ASME (U-STAMP) The Company’s manufacturing Pressure Vessel has been certified from the American Society of Mechanical Engineers (ASME) by the designing process and manufacturing Pressure Vessel follows the standards in the ASME Boiler and Pressure Vessel Code Section VII, a standard declared by the American Society of Mechanical Engineers (ASME)

CORPORATE SOCIAL RESPONSIBILITY POLICIES 1. GOOD CORPORATE GOVERNANCE The Company follows good corporate governance which is fair and honest, follows good competency rules, related regulations and the relationship between all stakeholders of the Company. 2. ANTI-CORRUPTION The Company aims to cultivate an anticorruption culture which aims to run business fairly with ethics, honesty and a goal to prevent and defend any misdeeds which are regulated in the book of business ethics, policies and operations to prevent corruption for all staff to follow. 3. HUMAN RIGHTS The Company runs the business by being aware of human rights. We support and cover

rights and freedom and act equally to each other, a principal to good management and developing human resources. 4. EQUAL ACTIONS TOWARDS LABORERS The Company is aware of the importance of developing human resources, which is the heart of sufficient development. The Company stresses the policies of human resource management that is fair in nomination, developing and appropriate remuneration to their knowledge and ability to maintain the quality. 5. RESPONSIBILITIES TOWARDS CONSUMERS The Company is aware of consumer rights. We therefore manufacture products and service that is safe for the lives and health of the consumer. We also aim to research and develop product innovation and services in response to the consumer’s demands. 6. CARING FOR THE ENVIRONMENT

The Company strictly follows rules and regulations regarding environment management. We have a standard of prevention and fixing in case any effects occur towards the environment that is caused by the Company. We also develop the process of business running to reduce the effects towards the environment. 7. CO-DEVELOPING THE COMMUNITY OR SOCIETY The Company puts an emphasis on cooperating and being part of the community and society by sponsoring or supporting society development voluntary activities. The Company aims to be part of the sufficiency creators of the Thai society by being the leader of clean and sufficient energy, adapting technology for the highest interests, life quality of the general public and adding value to shareholders and caring for the society and environment.

73 OPERATIONS AND REPORT COMPOSING The Company communicates with Corporate Social Responsibility policies for employees by notifying the meetings and from the employee trainee manual to create organization cultures, working environment to generate understanding and duty consciousness in passing on good product and service to the consumers and the society.

STAKEHOLDERS 1. SHAREHOLDERS The Company is aware that the shareholders are business owners and the Company holds responsibilities in adding value to shareholders in the long term. We therefore interact towards shareholders in an equal manner and shall put highest interest in the shareholders in long term, including not doing anything that shall violate or diminish the shareholder’s rights. We will also aim to create highest satisfaction to the shareholders by considering the Company’s sufficient growth, add value and continuously return suitable return, and run the business with good corporate governance. 2. EMPLOYEES

The Company is aware that employees are valuable resource that contributes to the Company’s success. Therefore we interact fairly and equally to the employees in providing opportunities, returns, additional benefits and potential development by providing providence funds, maintaining safe work environments for their lives and asset, appoint, move and return fairly, assessable and follows regulations that the Company has predetermined, along to fair reprimands and punishments. We also listen to their opinions and recommendations regarding their professionalism. We strictly follow laws and regulations of employment.

3. CLIENTS/CUSTOMERS

The Company emphasizes on customer satisfaction that contributes to the Company’s business success. We therefore pay attention to finding ways to fulfill our customer’s demands effectively and efficiently. The customer must receive good product or service that has quality, is safe, has a suitable price and follows predetermined standards. The Company strictly acts upon conditions and agreements. We always are developing our product and service standards to keep a good and long relationship with customers. We are confidential about our customer’s secrets and will not use them for personal benefits or any related persons. We shall also provide correct, ample and updated information to ensure that our customers know about the Company’s products and services without over-advertising which may lead to misunderstandings about the qualities or any other issues that the Company provides with our product and services. 4. TRADE PARTNERS AND/OR CREDITORS

The Company is aware of equal interactions towards trade partners. We emphasize on equality, fairness along to honesty in business running. We will put the highest interests of the Company but also thinking about fair mutual benefits on both sides. We will act upon predetermined conditions and agreements strictly. In the case that we aren’t able to follow the conditions, the creditor must be notified straight away to help each other find a way to improve the situation. The Company has a criteria of choosing outsource service providers as follown, 1. Technical abilities 2. Professionalism and experience 3. Financial status 4. Business popularity 5. Criminal or persecution history 6. Service providing policies and 7. Risks from providing service to multiple clients.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

5. COMPETITORS The Company puts equal actions towards trade competitors, fairly under laws and regulations of good competency. We will not undercover competitor secrets with dishonest or unsuitable methods or will not prevent others from competing in the same business along to not discrediting the competitors. 6. SOCIETY AND COMMUNITY The Company is aware of business running with Corporate Social Responsibility and continuously developing the community towards sufficient development. The Company therefore

has a policy in business running for the society and environment in safety, life quality and reserving natural resources to support efficient energy consumption and life quality of people within the society. The Company has clear policies in operating by not infringing on intellectual property or copyrights. The Company has informed all employees to be notified and act accordingly in a strict manner, There are also systems that check that software usage do not infringing on any copyrights at all times.

POLICIES AND ACTIONS IN PREVENTING CORRUPTION 1. INTRODUCTION Scan Inter Public Company Limited is aware of defending companies, clients, customers, trade partners, employees and asset from financial risks, or any actions that violate laws or are unethical actions. The management sector therefore needs to communicate about the policies and actions in preventing corruption towards internal and external clients, trade partners and general staff. We are determined to manage the business ethically, morally, honestly and want these qualities to occur permanently within staff, sales staff, clients and customers, trade partners, or with any person that we share business relations with. We will support ethical and honest work from staff and managers. Violations and dishonesty regard from persons related to the Company that may lead to financial damage, discredit, loss of credibility, negative image to the public, relationship damage between clients, customers or trade partners, employee loss and loss in law prosecution.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

The Company is determined to cease, prevent corruption and follow all forms of anticorruption laws by creating an anticorruption culture which is an important factor that shall contribute to reaching the Company’s objectives. The operation system that was initiated, reporting system and administration systems that are related to important missions are good basics that will defend the innocent while strengthening the rules will make the wrongdoers unable to do the deed that violates laws or regulations. The truth must be considered and the asset that was mishandled must be returned or compensated for.

2. ANTI-CORRUPTION POLICY The Company initiated an anti-corruption policy by not permitting employees or those without any duties to bring cash or assets to use personally or wrongly, if so then that action will be seen as intentional wrongdoing. Reprimands include job suspension, dismissal, damage compensation, criminal prosecution which will be evidence-based, therefore any employee who sees or knows of the misdeed of corruption, stealing or defalcation must notify the HR Manager or other superiors that they are reporting to. The Company has assigned the Risk Management and internal control sector take responsibilities in continuously testing and assessing risks from corruption by presenting the results to the Risk Management Committee and report to the Company Committee accordingly.

3. DEFINITIONS AND EXAMPLES OF CORRUPTION • Definitions Corruption means intentionally committing misdeeds or lies with preconsideration or defalcating asset for personal benefits and causes disturbance to others, money or asset defalcation without authority of possession but not legally or rightfully theirs. • Examples of Corruption Examples of Corruption to the Company are examples as follows, A. Neglect of sending money into the Company’s bank account when dateline is required and/or has no money collecting receipt B. Disclose broker or other sales support or other lists that actually has never happened with an intention of corruption C. Use inventories in a wrong way or use office equipment or apparel or other assets for personal use or benefits e.g. goods, permanent asset in staff accom modations without written permission from a superior or authorized person. D. Intentionally sending Company informa tion to other people with results that the C o m p a n y l o s e s i n c o m e o r i s intentionally damaged. E. Dealing with trade partners in receiving goods that weren’t sent, were sent by the wrong type or is not following Company standards. The examples above must be eliminated.

77 4. CORRUPTION PREVENTION By the law, corruption must be legally prosecuted according to the misdeed. Intentional corruption is a severe criminal case. The Company determines policies to control and prevent corruption as follows, A. Set a compilation of business morals and ethics for everyone to follow. B. A history check of all staff must be completed e.g. criminal records, work experience, education record, and referrals from employments before. Follow corporate governance. C. Control suitably in misdeeds investiga tions along to standards of operations and a system of pre notifying dangers. D. Support all trade partners to have anti-corruption process All staff must be trained to not corrupt. New staff must agree to this policy in the orientation stages before starting work.

5. CORRUPTION REPORTING All staff must read and clearly understand this policy. He/she must also report suspicious activity or a notification of wrongdoing to their superior along the hierarchy structure. However, if there is a reason to believe that that superior was involved, leads must be notified to the Hiring Manager Reporting to the police must happen within 2 months of the misdeed, and must prepare the evidence. It is the duty of the director to collaborate with the legal sector. If evidence was gathered enough to point to corruption,

disciplinary steps must be taken as the HR team will be asked for consultancy for the accuracy of legal prosecution.

6. WRONG ACCUSATIONS If intentions of discrediting groups to people and the companies occur, the accuser might be disciplinary reprimanded or discharged.

7. THE PROCESS OF REPORTING WRONGDOINGS The management team must carry out their actions as follows, For clarity in the reason of corruption, the HR team must carry out an investigation to find the truth or find an accurate report. When a corruption report is set, the accused must be immediately suspended and must send a form to the personal surety (if one) while the superior carries on the duties instead of the accused. Clear evidence in checking inventories, reports or other related documents. When others are added, it must be counted and signed in words for evidence. If the accused is not cooperating, the superior must record it for evidence before counting of goods or assets. If other documents are required afterwards, 2 witnesses (or a number according to the law) must sign their names on the form. Documents enclosed for the crime, witnesses and all documents must be safely kept and sent to the legal team until the case is closed.

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

8. DAMAGE OR LOSS COMPENSATION When damage or a loss occurs from misdeeds of staff, it must be compensated in full rate to the Company (and interest rates according to the law) by deducting from the assurance. The limitations of fines aren’t fixed. Police reports and criminal cases must be reported as stealing and corrupting in every case.

9. DEFENSIVE MEASUREMENTS IN PREVENTING RELATEDNESS IN CORRUPTION. The Company has predetermined an act regarding monitoring and supervising to prevent and follow risks from corruption and has set actions to prevent corruption as follows,

• Declare conditions of receiving and giving presents • Communication or policy reveal and actions for external persons • Assigned the internal control check and supervise important info and regular auditing e.g. receiving cash. • The Company has a policy of assigning the executives to report the actions following measures and report suspi cious issues to the Committee urgently. • The Company has a policy of assigning the audit committee or auditors verify the completeness of the process and all measures regularly.

REPORT

OF THE AUDIT COMMITTEE The Audit Committee of Scan Inter Public Company Limited composes of independent directors who have experience and are qualified as the criteria of the Securities and Exchange Committee and the declaration of the Stock Exchange Market of Thailand regarding qualifications and operations of the Audit Committee B.E.2552. The Committee composed of 3 persons; Mr.Chamnarn Wangtal Audit Committee President, Mr.Peerapong Achariyacheevin and Pol.Gen. Sawat Amornvivat as Audit Committee members. The Audit Committee independently carries duties assigned by the ŕ¸şBoard of Directors, according to their duties and responsibilities of the Audit Committee following conducts of good corporate governance and has good internal systems with main duties as follows, 1. Focuses on prevention auditing with a systematic work system, documents and working steps to ensure accurate duty filling. Rules, regulations and steps are regularly reflected to lessen any possible damage. 2. Includes risk management from operating by listing the risks, ways to prevent these risks and collecting statistics of damage from the risks to frequently improve preventive standards. 3. Focus on following the conducts of good corporate governance to make it transparent and auditable. 4. The Audit Committee has audited the financial statement and listens to opinions from the Company auditor from PricewaterhouseCoopers Ltd. and has improved account recording to be in order with the latest edition. 5. Has appointed Dharmniti Auditing Co., Ltd. as the internal audit for 2016, for another year and has added an objective of training employees about ISO standards to support the internal auditing effectively from relying solely on normal procedures. The actions of the Audit Committee for the past year were good collaboration from all related sectors. The Audit Committee agrees that the financial statements of the Company have ample information, agrees with generally acceptable accounting principles and follows the rules and regulations of business conducting. No issues were found which could be from the effective internal system and risk management of the business. The Audit Committee has reported their opinions to the Board of Directors already. On behalf of the Audit Committee

(Mr. Chamnarn Wangtal) Audit Committee President 3 March 2016

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

FINANCIAL INFORMATION

REPORT OF THE COMMITTEE’S

RESPONSIBILITIES TOWARDS THE FINANCIAL STATEMENT The Board of Directors highlights the importance and responsibilities to the financial statement which appears in Scan Inter Public Company Limited’s annual report, which has been composed to ensure the financial status, operation results, and true cash flow. This financial statement was written in order of general accounting principles, considered from the suitable accounting policy which corresponds to careful considerations since the Company emphasizes on the quality of the financial statement. Financial auditing and ample recording of accounting information, explanations and analysis are also included for the highest interests and benefits to shareholders and general investors in use of the financial statement. In this case, the Board of Directors has set a risk management system and internal control that is ample and effective to reasonably ensure that the Company’s information is correct and ample for asset keeping and so that no dishonesties or wrong operations happen. This includes appointing an Audit Committee which composes of independent directors to supervise the financial statement to follow general internal accounting principles and effective risk management for transparency. Operate transparently and follow Company regulations and related legal requirements also ensure that no conflicts of interests occur and nominate to appoint the Company Auditor. Company financial statements must be verified by the authorized auditor of Pricewaterhouse Cooper ABAS Co., Ltd. which is internationally accepted to hold accounting standards, and can audit strongly and carefully. This is to ensure the shareholders that the financial information of the Company that is declared is correct, follows accounting standards, is updated and is accurate. In the auditing process, the Board of Directors shall provide the auditor with information and documents so they may carry their duties and can express their opinions according to the standards of general accounting. The opinions of the auditor shall appear in the auditor’s report, which is part of the annual report. From the management structure, the careful internal control system and the authorized auditor’s results, the Board of Directors is confident that Scan Inter Public Company Limited, ended on 31 December 2015 is able to show the financial status, operational results and cash flow correctly according to the general accounting principles and follows the rules and regulations related. 3 March 2016 On behalf of Scan Inter Public Company Limited

(Dr. Thanong Bidaya) Chairman

(Mr. Thanchart Kitpipit) Managing Director

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

An analysis

and explanations by the management sector OPERATIONAL RESULTS ANALYSIS Since 1 January, 2014 the Company has followed the standards of financial statement reports (issue 4) to assess whether it falls into a leasing criteria or not. The Private Mother Stations (PMS) of the Company fall into the criteria and standards mentioned. The Company therefore shall state its revenue from Private Mother Station (PMS) in the form of a financial lease

Total revenue Revenue from natural gas business Private Mother Station (PMS) NGV distribution business Private Brand Station (PBS) Designing, contracting, installing and NGV equipment maintenance business Installing vehicle gas systems business Industrial Compress Natural Gas Business (iCNG) Revenue from the automobile sales business Revenue from other businesses Total revenue from sales and services Other revenue Total

1. TOTAL REVENUE

In 2015 the Company group shall classify the information according to newer operations to harmonize with the business structure of the Company group and report it for the highest authorized decision maker in operations. Therefore the classified information for the year, ended on 31 December, 2014 is newly classified to agree with the present operations of the Company.The total revenue of the Company may be concluded as follows, 2014 2015 Million Baht Percentage Million baht Percentage 1,431.30 66.66 1,284.93 60.51 236.99 11.04 265.06 12.48 226.27 10.54 178.87 8.42 204.46 9.52 246.88 11.63 699.75 32.59 401.24 18.90 63.83 0.00 486.01 194.69 2,112.00 35.31 2,147.31

2.97 0.00 22.63 9.07 98.36 1.64 100.00

63.32 129.57 666.13 143.98 2,095.04 28.44 2,123.48

2.98 6.10 31.37 6.78 98.66 1.34 100.00

Note : In 2014 the Company gained revenue from the solar power plant business within 9 months totaled 34.89 million baht. The business was sold in September 2014. If the total revenue from solar power plant business was included, in the year 2014 the Company gained total revenue of 2,182.20 million baht.

83 As for the year ended on 31 December, 2014 and 2015, the Company gained revenue from sales and providing services totaled 2,112.00 million baht and 2,095.04 million baht accordingly. The decreased amount of 16.96 million baht or 0.80% resulted mainly because in 2014 the Company gained revenue from special projects from business regarding natural gas only once in quarter 1/2014 in the amount of 210 million baht. If the total revenue from special projects were excluded, the Company gained total revenue for the year, ended on 31 December, 2014 and 2015 totaled 1,937.31 million baht and 2,123.48 million baht accordingly. This increase is 186.17 million baht or 9.61% 1.1 Revenue from natural gas related business As for the year ended on 31 December, 2014 and 2015 totalก 1,431.30 million baht and 1,284.93 million baht accordingly decreased 146.37 million baht or decreased percentage 10.23 However, if total revenue from mentioned special projects were to be excluded, the Company’s revenue from natural gas business for the year, ended on 31 December, 2014 and 2015 totaled 1,221.30 million baht and 1,284.93 million baht accordingly. This increased to 63.63 million baht or increased 5.21%. The origins of revenue from natural gas business may be explained by the sub-business as follows,  Private Mother Station (PMS) As for the year ended on 31 December, 2014 and 2015 the Company gained revenue from Private Mother Station (PMS) totaled 236.99 million baht and 265.06 million baht or a percentage of 11.04% and 12.48% of the total revenue accordingly. The revenue from Private Mother Station (PMS) increased to 28.06 million baht or increased 11.84% mainly because it came from the Company’s capacity expansion during quarter 3/2015

from the old capacity of 541 tons per day to 643 tons per day.  Natural gas transportation (Third Party Logistics (TPL)) As for the year ended on 31 December, 2014 and 2015 the Company gained revenue from NGV distribution business totaled 226.27 million baht and 178.87 million baht or a percentage 10.54% and 8.42% of total revenue accordingly. The revenue from NGV distribution business decreased 47.40 million baht or 20.95%, mainly because from slowed down economy state of the country and in 2014 when distributions to outer stations which are the Northeast and the Southern region more than normal from the lack of NGV in those regions.  NGV Station As for the year ended on 31 December, 2014 and 2015 the Company gained revenue from Private Brand Station (PBS) totaled 204.46 million baht and 246.88 million baht or 9.52% and 11.63% of total revenue accordingly. The revenue from Private Brand Station (PBS) increased to 42.42 million baht or increased 20.75% mainly because of the capacity expansion and the gas quality enhancement project which increased the revenue so it may be seen since quarter 4/2015 at Amphoe Samkhok, Patumthani Province which started operating in quarter 3/2015 from the former capacity of 73 tons per day to 146 tons per day.  EPC and maintenance NGV stations and related gas system business As for the year, ended on 31 December, 2014 and 2015 the Company gained revenue from Designing, contracting, installing and NGV equipment maintenance business, totaled 699.75 million baht and 401.24 million baht or 32.59% and 18.90% of total revenue accordingly. The revenue from EPC and maintenance NGV stations and related gas system business decreased 298.51 million baht or decreased 42.66% mainly

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

because the Company had handed over the gas cylinders installation for the semi-trucks for distribution NGV, one of the special projects only in quarter 1/2014. If the total revenue was to deduct revenue from the mentioned special project, the designing, contracting, installing and NGV equipment maintenance business shall gain revenue in 2014 and 2015 totaled 489.75 million baht and 401.24 million baht accordingly, which decreased 88.51 million baht or 18.07%. However, the Company still has projects that haven’t been handed on to PTT, which is the NGV project with a total value of over 500 million baht. The revenue will gradually be noticed in the next year. The Company still aims to auction for more contracts, installations and NGV equipment maintenance in the future.  Installation of NGV and LPG conversion system in vehicles business As for the year ended on 31 December, 2014 and 2015 the Company gained revenue from installing gas system in vehicles business totaled 63.83 million baht and 63.32 million baht or 2.97% and 2.98% of the total revenue accordingly. The consumers still has high demands for installing NGV equipment in their vehicles, especially installing NGV systems that the Company positions itself as the professional, resulting in the Company’s stable revenue.  Industrial Compressed Natural Gas Business (iCNG) As for the revenue from iCNG business for the year, ended on 31 December, 2015 gained revenue totaled 129.57 million baht. The Company started operating and noticing revenue from iCNG business since quarter 2/ 2015. 1.2 Revenue from the auto dealer business As for the year ended on 31 December, 2014 and 2015 totaled 486.01 million baht and

666.13 million baht accordingly. This increased to 180.12 million baht or increased 37.06%. Mainly because from sales of Mitsubishi automobiles Pajero Sport New edition which was released in quarter 4/2015 and reaching the goals. 1.3 Revenue from other businesses As for the year ended on 31 December, 2014 and 2015 totaled 194.69 million baht and 143.98 million baht accordingly decreased 50.71 million baht or decreased 26.05%, mainly because from the Company aims of expanding business regarding natural gas, the main factors of the Company’s growth resulting in the battery selling business in Laos of Controno Company Limited had decreased volume. The Company has no plans in significantly growing other businesses since all other business have an objection of supporting the main business operations of the Company only e.g. convenient stores business such as 108shop, which is within the Private Mother Station Amphoe Samkhok, Patumthani Province etc. 2. OTHER REVENUE

Other revenue consists of main transactions including revenue from interest income, commission from Leasing Companies and profit from selling assets for the year, ended on 31 December, 2014 and 2015. The Company has other revenue totaled 35.31 million baht and 28.44 million baht accordingly. Other revenue decreased 6.87 million baht or 19.46%, mainly because the Company gained profit from selling asset in 2014. 3. COST OF SALES

Cost of Sales of the Company classified by business groups may be concluded as follows,

85 Cost of sales Natural gas related business Auto dealer business other business total

Cost of Sales total for the year, ended on 31 December, 2014 and 2015 totaled 1,649.66 million baht and 1,671.90 million baht accordingly increased to 22.24 million baht or 1.35% 3.1 Cost of Sales from business regarding natural gas Cost of Sales from business regarding natural gas consists of major factors which are raw materials, costs of human resources and depreciation. As for the year, ended on 31 December, 2014 and 2015, Cost of Sales from business regarding natural gas totaled 75.09% and 74.49% of revenue. Cost of Sales decreased from effective management and resource management in 2015 and in quarter 4/2015 when the Company started enhancing the quality of NGV. 3.2 Cost of Sales from automobile sales business As for the year, ended on 31 December, 2014 and 2015 Cost of Sales from automobile sales business totaled 416.64 million baht and 601.57 million baht accordingly increased to 184.93 million baht or increased 44.39% from the higher costs which agrees with the revenue from selling more automobiles.

2014 2015 million baht percentage million baht percentage 1,074.74 65.15 957.16 57.25 416.64 25.26 601.57 35.98 158.28 9.59 113.17 6.77 1,649.66 100.00 1,671.90 100.00

3.3 Cost of Sales from other business Cost of Sales from other business result from major factors e.g. higher product costs from business operations of other business groups mostly from products which are bought and sold like the 108 shop business, carbon dioxide business, mirrors and batteries business etc. As for the year, ended on 31 December, 2014 and 2015 Cost of Sales from other business totaled 158.28 million baht and 113.17 million baht accordingly, which decreased 45.11 million baht or 28.50% The Cost of Sales from other business agree to the revenue from other business which decreased. 4. GROSS PROFIT AND GROSS PROFIT RATE

Gross profit total for the year, ended on 31 December, 2014 and 2015 totaled 462.34 million baht and 423.14 million baht accordingly, decreased 39.20 million or 8.48%. However, if total revenue from special projects were excluded, the gross profit shall total 394.09 million baht, which increases 29.05 million baht or 7.37% from 2014. The gross profit and gross profit rate of the Company classified by business groups may be concluded as follows,

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

2557 2558 Gross profit rate Million Baht Percentage Million Baht Percentage of Gross profit of gross Gross profit gross profit profit rate of rate of business business Natural gas related business 356.56 24.91 327.77 25.51 Auto dealer business 69.37 14.27 64.56 9.69 Other businesses 36.41 18.70 30.81 21.39 total 462.34 21.89 423.14 20.20 Note : In 2014 the Company gained gross profit from the solar cell plant total business within 9 months totaled 26.39 million bahtbut had sold the business on September 2014. If the total revenue from solar cell plant business was included, in 2014 the Company would gain gross profit totaled 488.73 million baht

4.1 Gross profit from Natural gas related business Gross profit from Natural gas related business still is the highest in the gross profit total of the Company, at a percentage of 77.12% 77.46% of the gross profit of the Company for the year, ended on 31 December, 2014 and 2015 accordingly As for the year, ended on 31 December, 2014 and 2015 gross profit rate from business regarding natural gas have a total percentage of 24.91% and 25.51% accordingly. The adjustment of increased gross profit rate originated from increased profit from Private Mother Station (PMS) because PTT wanted to change the pipeline by sending natural gas from the Gulf of Thailand to enter Private Mother Station at Amphoe Samkhok, Patumthani Province instead of importing in from Myanmar. Using natural gas from the Gulf of Thailand by PTT provided the Company with an opportunity to improve the services and quality of natural gas since natural gas from the Gulf of Thailand to Private Mother Station have a temperature of approximately 44 Megajoules/Square meter which is higher than the imported gas from Myanmar Station which have a temperature of approximately 38 Megajoules/Square meter and is

higher than the standards predetermined by the Department of Energy Business (DOEB) which standard of NGV in the country should be between 37-42 Megajoules/Square meter provoking the Company to additionally gain revenue from enhancing gas quality for PTT. At the same time, the Company is able to hand over the gas cylinders installations for semi-trucks used for NGV distribution to a private company in quarter 1/2014. Since then the Company has a reversal of slow moving product in the amount of 29.23 million baht because spare parts and equipment for the compressor machine for natural gas is a slow mover and will be used in projects of the Company such as iCNG projects etc. 4.2 Gross profit from Auto dealer business As for the year, ended on 31 December, 2014 and 2015 gross profit rate of Auto dealer business totaled 14.27% and 9.69% accordingly. The gross profit rate from automobile sales business decreased significantly from profit of selling Mitsubishi automobiles Pajero Sport New edition, which has a low gross profit rate when compared to other cars because it is popular to the general public.

87 4.3 Gross profit from Other business As for the year, ended on 31 December, 2014 and 2015 gross profit rate from other business total 18.70% and 21.39% accordingly from selling expired machinery resulting in immediate notice of gross profit of 2015 which gross profit rate was increased. 5. COST OF SALES

As for the year, ended on 31 December, 2014 and 2015 the Company has Cost of sales totaled 62.21 million baht and 33.72 million baht accordingly or a percentage of 2.90% and 1.59% of total revenue of the Company. Cost of Sales of the Company classified by main transactions may be concluded as follows,

Cost of Sales Advertisment and sales support costs Salary and Benefits Travel costs Commission Others Total

2014 2015 Million Baht Percentage Million Baht Percentage 43.59 70.07 19.36 57.41 7.00 11.25 5.52 16.37 6.31 10.14 5.88 17.44 1.51 2.43 0.94 2.79 3.80 6.11 2.02 5.99 62.21 100.00 33.72 100.00

As for the year, ended on 31 December, 2014 compared to 2015 which the Company had Cost of sales decreased 28.49 million baht or 45.80% from effective advertisment and Cost of Sales Support. 6. MANAGEMENT COSTS

As for the year, ended on 31 December, 2014 and 2015 the Companyhas management costs totaled 140.47 million baht and 153.07 million baht accordingly, or 6.54% 7.21% of total revenue accordingly. Management costs of the Company classified by main transactions may be concluded as follows,

Management costs Human resources and benefits Depreciation and amortization Banking fees and other fees Public utilities Maintenance fees Insurance fees Others Total Note : (1) percentage of management costs

2014 2015 Million Baht Percentage Million Baht Percentage 64.98 46.26 71.45 46.68 18.99 13.52 27.52 17.98 11.76 8.37 12.40 8.10 6.10 4.34 5.18 3.38 1.27 0.90 1.31 0.86 1.22 0.87 1.44 0.94 36.15 25.74 33.77 22.06 140.47 100.00 153.07 100.00

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

As for the year, ended on 31 December, 2014 and 2015 the Company has management costs increased to 12.60 million baht or increased to 8.97% from significant quality personnels recruitment in 2015 and from the Companyâ&#x20AC;&#x2122;s business expansion which result in management costs to increase. 7. FINANCIAL COSTS

Financial costs mostly come from costs of loan interests from commercial banks finance lease and overdrafts in the form of working capital e.g. Trust receipts and import credits which at the present, the Company has credit facilities as working capital and long-term credit facilities with many commercial banks in the country. As for the year, ended on 31 December, 2014 and 2015 the Company had financial costs totaled 45.42 million baht and 24.62 million baht accordingly. The financial costs decreased 20.80 million baht or 45.79% mainly because from paying back the overdrafts, short-term credit facilities and long-term credit facilities from financial institutes and the Companyâ&#x20AC;&#x2122;s better potential resulting in the decrease of financial costs. 8. CORPORATE INCOME TAX

As for the year, ended on 31 December, 2014 and 2015 the Company had costs of corporate income tax totaled 21.45 and 14.78 million baht or an Effective Tax Rate totaled 8.60% and 6.15% accordingly. The reason the Effective Tax Rate of 2015 decreased was from the accounting policy which was calculated from the temporary difference of

assets and liabilities that wait for eliminations that increased or decreased from the main business regarding natural gas, which is supported by the Board of Investment (BOI), which made the Companyâ&#x20AC;&#x2122;s costs of corporate income tax decrease in 2015. 9. NET PROFIT

As for the year, ended on 31 December, 2014 the Company gained net profit after deducting profit from selling the solar cell power plant business of 173.25 million baht, totaled 228.06 million baht. In 2015 the Company gained net profit totaled 225.39 million baht, or a net profit percentage of 10.62% and 10.61% from total revenue accordingly. If profit from special projects were excluded, the net profit of 2014 and 2015 would total 159.82 million baht and 225.39 million baht, which increased to 65.57 million baht or a growth percentage of 41.03% As for the net profit from seperate financial statments in 2014 after deducting profit from selling the solar power plant business and profit from special projects, totaled 156.36 million baht and net profit from seperate financial statments in 2015 totaled 239.94 million baht, or a growth percentage of 53.45% The Company received dividend from Siam Vasco Company Limited, a subsidiary which the Company holds a share percentage of 99.99% in 2015 totaled 20 million baht and results in the net profit of financial statement total with the value of lesser net profit than the seperate financial statement

AUDITOR’S REPORT To the Shareholders of Scan Inter Public Company Limited I have audited the accompanying consolidated and company financial statements of Scan Inter Public Company Limited and its subsidiaries, and of Scan Inter Public Company Limited, which comprise the consolidated and company statements of financial position as at 31 December 2015, and the related consolidated and company statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other notes. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai 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 Thai 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 staements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparstion 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 company financial statements referred to above present fairly, in all material respects, the consolidated and company financial position of Scan Inter Public Company Limited and its subsidiaries, and of Scan-Inter Public Company Limited as at 31 December 2015, and its consolidated and company results of operations and its consolidated and company cash flows for the year then ended in accordance with Thai Financial Reporting Standards. Chaisiri Ruangritchai Certified Public Accountant (Thailand) No. 4526 PricewaterhouseCoopers ABAS Ltd. Bangkok 23 February 2016

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

STATEMENT OF FINANCIAL POSITION SCAN INTER PUBLIC COMPANY LIMITED As at 31 December 2015

Consolidated Company 31 December 31 December 31 December 31 December 2015 2014 2015 2014 Notes Baht Baht Baht Baht

Assets

• Current assets

• Non-Current assets

STATEMENT OF FINANCIAL POSITION SCAN INTER PUBLIC COMPANY LIMITED As at 31 December 2015

Consolidated Company 31 December 31 December 31 December 31 December 2015 2014 2015 2014 Notes Baht Baht Baht Baht

Liabilities and

• shareholders’ equity

• Non-Current liabilites

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

STATEMENT OF FINANCIAL POSITION SCAN INTER PUBLIC COMPANY LIMITED As at 31 December 2015

Consolidated Company 31 December 31 December 31 December 31 December 2015 2014 2015 2014 Notes Baht Baht Baht Baht

Liabilities and shareholders’ equity (continued) • Shareholders’ equity

STATEMENT OF INCOME

SCAN INTER PUBLIC COMPANY LIMITED For the year ended 31 December 2015

Consolidated Company (Restated and unaudited) (Restated) 2015 2014 2015 2014 Notes Baht Baht Baht Baht

Profit (Loss) attributable to :

Earnings per share for profit attributble to the owners of the parent 36

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

STATEMENT OF COMPREHENSIVE INCOME

SCAN INTER PUBLIC COMPANY LIMITED For the year ended 31 December 2015

Notes

Total comprehensive income attributable to :

Consolidated (Restated and unaudited) 2015 2014 Baht Baht

Company (Restated) 2015 2014 Baht Baht

For the year ended 31 December 2015

SCAN INTER PUBLIC COMPANY LIMITED

Issued and paid-up share capital Notes Baht

Consolidated A ttributable to equity holders of the parent Retained earnings Premium Approrpiated on share Legal capital reserve Unapproprited Baht Baht Baht

STATEMENT OF ChangeS IN SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY

Other components of equity (Note 27) Baht

Noncontrolling intersts Baht

Total equity Baht

Company Other components of equity Retained earnings Other comprehensive income Issued and Premium Approrpiated Share-based Available Total other paid-up on share Legal payment for sale components share capital capital reserve Unapproprited reserves investments of equity Total equity Thousand Thousand Thousand Thousand Thousand Thousand Thousand Thousand Notes Baht Baht Baht Baht Baht Baht Baht Baht

For the year ended 31 December 2015

SCAN INTER PUBLIC COMPANY LIMITED

STATEMENT OF ChangeS IN SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY

96 Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

STATEMENT OF CASH FLOWS

SCAN INTER PUBLIC COMPANY LIMITED For the year ended 31 December 2015

Notes

Cash flows from operating activties

Changes in operating assets and liabilities

Consolidated 2015 2014 Baht Baht

Company 2015 2014 Baht Baht

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

STATEMENT OF CASH FLOWS (continued)

SCAN INTER PUBLIC COMPANY LIMITED For the year ended 31 December 2015

Cash flows from investing activities

Cash flows from financing activities

Non-cash items

Notes

Consolidated 2015 Baht

2014 Baht

Company 2015 Baht

2014 Baht

NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS SCAN INTER PUBLIC COMPANY LIMITED For the year ended 31 December 2015

1. GENERAL INFORMATION

2. ACCOUNTING POLICIES

2.1 Basis of preparation

100

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

2.2 New financial reporting standards and revised financial reporting standards

101

2.3 Group accounting - Investment in subsidiaries and associates and interests in joint ventures

102

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

2.4 Foreign currency translation

103

2.5 Cash and cash equivalents

2.6 Short-term investments

2.7 Trade receivables

2.8 Inventories

104

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

2.9 Investments

2.10 Investment property

105

2.11 Property, plant and equipment

2.12 Goodwill

106

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

2.13 Intangible assets

2.14 Impairment of assets

2.15 Leases

107

2.15 Leases 



108

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED



2.16 Borrowings



2.17 Current and deferred income taxes

109

2.18 Employee benefits ď&#x201A;Ą

2.19 Share-based payment

110

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

2.20 Provisions

2.21 Share Capital

2.22 Revenue recognition

2.23 Dividend distribution

111 2.24 Segment reporting

2.25 Related perty transactions

2.26 Financial instruments

23 AFINANCIAL RISK FACTORS 3.1 Financial risk factors

112

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

Consolidated Company Interest rate per annum 2015 2014 2015 2014 2015 2014 Thousand Thousand Thousand Thousand % per % per Baht Baht Baht Baht Baht Baht

113 3.2 Fair value estimation

Consolidated Consolidated 2015 2014 Level 1 Total Thousand Thousand Thousand Thousand Baht Baht Baht Baht Assets as at 31 December 2015 Assets as at 31 December 2014 Consolidated Consolidated 2015 2014 Level 1 Total Thousand Thousand Thousand Thousand Baht Baht Baht Baht Assets as at 31 December 2015 Assets as at 31 December 2014

4. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS

4.1 Critical accounting estimates and assumptions

114

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

5. CAPITAL RISK MANAGEMENT

For the year ended 31 December 2015

6. SEGMENT INFORMATION

Gas related business Thousand Baht

Car dealer spare parts Thousand Baht

Export of battery and glass Thousand Baht

Trading of carbondioxide Thousand Baht

Other Thousand Baht

Consolidated Thousand Baht

115

For the year ended 31 December 2014

Gas related business Thousand Baht

Car dealer and spare parts Thousand Baht

Solar power plant Thousand Baht

Segment information Reconciliation Export of Discontinued battery Trading of operation and glass car bondioxide Other Total (Note 13) Consolidated Thousand Thousand Thousand Thousand Thousand Thousand Baht Baht Baht Baht Baht Baht

116 Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

117 ï&#x201A;¡

7. CASH AND CASH EQUIVALENTS As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

8. SHORT-TERM INVESTMENTS As at

Consolidated Company 31 December 31 December 31 December 31 December 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

118

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

9. TRADE AND OTHER RECEIVABLES, NET As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

119 10. FINANCE LEASE RECEIVABLE, NET As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

11. INVENTORIES, NET As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

120

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

12. OTHER CURRENT ASSETS As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

13. DISCONTINUED OPERATION

For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

121

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

For the year ended 31 December

14. INVESTMENTS IN SUBSIDIARIES As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

% Ownership interest Country of 31 December 31 December incorporation 2015 2014

Type of Business

122

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

As at 31 December

Company Paid-up Capital Cost Method 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

Consideration at purchase date

Warapapha Co., Ltd. Thousand Baht

Kaokong Petroleum Co., Ltd. Thousand Baht

123

Warapapha Co., Ltd. Thousand Baht

Kaokong Petroleum Co., Ltd. Thousand Baht

Total Thousand Baht

B.P.A. Kaolong Intertrade Warapapha Petroleum Co., Ltd. Co., Ltd. Co., Ltd. Total Thousand Thousand Thousand Thousand Baht Baht Baht Baht

124

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

15. INVESTMENT PROPERTIES, NET

As at 1 January 2014

For the year 31 December 2014

As at 31 December 2014

For the year ended 31 December 2015

As at 31 December 2015

Consolidated Land Building Total Thousand Thousand Thousand Baht Baht Baht

125 Company Land Building Total Thousand Thousand Thousand Baht Baht Baht As at 1 January 2014

For the year 31 December 2014

As at 31 December 2014

For the year emded 31 December 2015

As at 31 December 2015

126

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

As at 31 December 2014

For the year ended 31 December 2014

As at 1 January 2014

16. Property, plant and equipment, net

Consolidated Furniture, Building and Factory fixtures and building tools and office Construction Land improvement Machinery equipment equipment Vehicles in progress Total Thousand Thousand Thousand Thousand Thousand Thousand Thousand Thousand Baht Baht Baht Baht Baht Baht Baht Baht

127

As at 31 December 2015

For the year ended 31 December 2015

128 Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

As at 31 December 2014

For the year ended 31 December 2014

As at 1 January 2014

Company Furniture, Building and Factory fixtures and building tools and office Construction Land improvement Machinery equipment equipment Vehicles in progress Total Thousand Thousand Thousand Thousand Thousand Thousand Thousand Thousand Baht Baht Baht Baht Baht Baht Baht Baht

129

As at 31 December 2015

For the year ended 31 December 2015

130 Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

131

Consolidated Factory tools Machines and equipment Vehicles Total Thousand Thousand Thousand Thousand Baht Baht Baht Baht As at 31 December 2014

As at 31 December 2015

Consolidated Factory tools Machines and equipment Vehicles Total Thousand Thousand Thousand Thousand Baht Baht Baht Baht As at 31 December 2014

As at 31 December 2015

132

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

17. GOODWILL Consolidated 31 December 31 December 2015 2014 Thousand Thousand Baht Baht As at 1 January

For the year ended 31 December

As at 31 December 2015

Gas-related business

133 18. INTANGIBLE ASSETS, NET

As at 31 December 2014

For the year ended 31 December 2014

As at 31 December 2014

For the year ended 31 December 2015

As at 31 December 2015

Consolidated Right in gas Intangible Computer operating assets under software agreements development Total Thousand Thousand Thousand Thousand Baht Baht Baht Baht

134

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED Company Intangible Computer assets under software development Total Thousand Thousand Thousand Baht Baht Baht As at 31 December 2014

For the year ended 31 December 2014

As at 31 December 2014

For the year ended 31 December 2015

As at 31 December 2015

135 19. DEFERRED INCOME TAXES

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

Deferred tax assets

Consolidated As at Charged/credited to As at Acquisition Charged/credited to As at 1 January Profit and Comprehensive 31 December of subsidiary Profit and Comprehensive 31 December 2014 loss income 2014 (Note 14) loss income 2015 Thousand Thousand Thousand Thousand Thousand Thousand Thousand Thousand Baht Baht Baht Baht Baht Baht Baht Baht

136 Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

Deferred tax liabilities

137

Deferred tax assets

Company As at Charged/credited to As at Charged/credited to As at 1 January Profit and Comprehensive 31 December Profit and Comprehensive 31 December 2014 loss income 2014 loss income 2015 Thousand Thousand Thousand Thousand Thousand Thousand Thousand Baht Baht Baht Baht Baht Baht Baht

138 Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

Deferred tax liabilities

139

140

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

20. OTHER NON-CURRENT ASSETS As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

21. BANK OVERDRAFTS AND SHORT-TERM BORROWING FROM FINANCIAL INSTITUTIONS As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

22. TRADE AND OTHER PAYABLES As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

141 23. BORROWINGS As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

142

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

143

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

24. EMPLOYEE BENEFIT OBLIGATIONS As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

144

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

2015

2014

145 Impact on employee benefit obligations Change in Increase in Decrease in assumption assumption assumption

Employee benefit obligations Consolidated Company Thousand Baht Thousand Baht

25. SHARE CAPITAL AND PREMIUM ON SHARE CAPITAL Numer of issued and paid-up shares Thousand shares

Ordinary shares Thousand Baht

Premium on share capital Thousand Baht

Total Thousand Baht

146

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

26. DIVDEND PAYABLE

27. OTHER COMPONENTS OF EQUITY Consolidated Other comprehensive income Difference from taking equity of a business Share-based combination Currency payment Available- Total other under Total other translation reserves for-sale comprehensive common comprehensive differences (Note 29) investment income control income Thousand Thousand Thousand Thousand Thousand Thousand Baht Baht Baht Baht Baht Baht

147 28. LEGAL RESERVE Consolidated and Company 2015 2014 Thousand Baht Thousand Baht

29. SHARE-BASED PAYMENT

30. REVENUE For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

148

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

31. COST OF SALES For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

32. OTHER INCOME For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

33. FINANCE COSTS For the year ended 31 December

34. EXPENSES BY NATURE For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

149 35. INCOME TAX For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

150

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

2015

Consolidated

2014 Tax Tax (charge) Before tax (charge) credit After tax Before tax credit After tax Baht Baht Baht Baht Baht Baht

2015

Company

2014 Tax Tax (charge) Before tax (charge) credit After tax Before tax credit After tax Baht Baht Baht Baht Baht Baht

151 36. EARNINGS PER SHARE

For the year ended 31 December

Consolidated Company 2015 2014 2015 2014

37. RELATED PARTY TRANSACTIONS

37.1 Sales of goods and services and other revenues For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

152

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

37.1 Sale of goods and services and other revenues For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

37.2 Purchases of goods and services For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

37.3 Outstanding balances arising from sales/purchases of goods/services As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

153 37.4 Short-term loams to related party Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

37.5 Dividend receivables Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

37.6 Directors and key management compensation For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

154

Annual Report 2015 SCAN INTER PUBLIC COMPANY LIMITED

38. COMMITMENTS AND CONTINGENT LIABILITIES 38.1 Letter of guarantee

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

38.2 Operating lease commitments

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

38.3 Capital commitments

As at 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

155 39. PROMOTIONAL PRIVILEGES FROM INVESTMENT PROMOTION

For the year ended 31 December

Consolidated Company 2015 2014 2015 2014 Thousand Thousand Thousand Thousand Baht Baht Baht Baht

40. POST STATEMENT OF FINANCIAL POSITION EVENT