THCOM: Annual Report 2008 by thcom

Consolidated Financial Statement In million Baht, except per share values in Baht Operating result Total Revenue Service and Sales Revenue Gross Profit Operating Profit Net Profit EBITDA Financial Position Total Assets Total Liabilities Shareholders' Equity Financial Ratio Current Ratio Debt to Equity Ratio Gross Profit Margin Operating Profit Margin EBITDA Margin Net Profit Margin Return on Asset Return on Shareholders' Equity Earning per share Book Value per Share As of December 31st, 2008

2008

2007

2006

2007

2008

7,148 7,013 1,233 (289) (713) 2,363

11,749 6,435 843 (560) 3,040 2,197

7,070 6,846 925 (330) (46) 2,654

11,749 6,435 843 (560) 3,040 2,197

7,148 7,013 1,233 (289) (713) 2,363

28,421 12,318 16,103

30,101 13,417 16,684

32,834 19,256 13,578

30,101 13,417 16,684

28,421 12,318 16,103

0.86 0.58 18% (4%) 34% (10%) (3%) (4%) (0.65) 14.65

0.93 0.59 13% (9%) 34% 26% 10% 20% 2.78 15.24

0.39 1.17 14% (5%) 39% (1%) (0%) (0%) (0.04) 12.39

0.93 0.59 13% (9%) 34% 26% 10% 20% 2.78 15.24

0.86 0.58 18% (4%) 34% (10%) (3%) (4%) (0.65) 14.65

Total Assets

Million Baht

34,000

32,834

33,000 32,000 31,000

30,101 30,000 29,000

28,421

28,000 27,000 26,000 2006

2007

2008

Million Baht EBITDA 3,000

2,654 2,363

2,500

2,197

2,000 1,500 1,000 500 0 2006

2007

2008

Million Baht Book Value per Share 15.24

16 14

14.65

12.39

12 10 8 6 4 2 0 2006

2007

2008

Chairman’s Report Dear Shareholders, First of all, we would like to thank you for your continual trust and belief in our vision and business under the current uncertain global economic climate that we are all facing. Fortunately, the telecommunications sector in which we are in, has not been greatly affected by the economic downturn. Satellite communications, broadband and mobile telephony are infrastructures and all have become necessities of the modern life, similar to utilities service. The Company believes, however, that despite the economic crisis, there will be demand for its products and services, as they will help users to save cost, increase efficiency and productivity. In 2008, we changed the name of the company, as well as some of our subsidiaries, to better reflect our products and services. On April 10th, 2008, the Company’s name was changed to “Thaicom Public Company Limited” with a new ticker symbol on the SET Index: THCOM. Shin Broadband Internet (Thailand) Co., Ltd., one of our subsidiaries, was renamed “DTV Service Co., Ltd.”. Cambodia Shinawatra Co., Ltd., our Cambodian subsidiary, was renamed “Mfone Company Limited”. In addition, in February 2008, a new subsidiary in Cambodia called “Cambodian DTV Network Limited (CDN)” was set up to provide DTH set top box distribution. Vision in Communications – Satellite and Related Business At the end of 2008, the THAICOM satellite fleet had more than 264 TV channels, an increase from 243 channels a year earlier. Thaicom is delighted to support all contents providers with end-to-end solutions and expert knowledge accumulated through 17 years of satellite experience. Our THAICOM video platform is one of the largest in the region with a variety of contents in many different languages. The IPSTAR business continues to make progress in three additional markets commercialized in 2008, namely: Korea, the Philippines and Malaysia. At present, a total of ten markets are now in commercial service. During the past 12 months, we saw continue progress and growth in our IPSTAR markets and in particular, in Australia and New Zealand, which helped to raise the total number of User Terminals sold so far to over 160,000 units and this year we expect to launch the IPSTAR service in four additional markets, namely India, Indonesia, Japan and Taiwan. With regards to our subsidiary, DTV Service Co., Ltd., which provides a Kuband satellite dish service called “DTV” or “Yellow Dish” for the Thai market, had approximately 340,000 subscribers in Thailand (at the end of 2008). In addition, “TECHO-DTV”, a similar product sold to the Cambodian market through our new subsidiary Cambodian DTV Network Limited (“CDN”), had approximately 40,000 subscribers the first year of launch. Vision in Communications – Telephone Business

Our mobile businesses in Cambodia and Lao P.D.R. both demonstrated significant growth. Lao Telecommunications (“LTC”) has acquired more than 900,000 mobile subscribers onto its network, while Mfone Company Limited (“Mfone”) of Cambodia showed rapid growth on its subscriber base, jumping from approximately 500,000 subscribers in 2007 to about 900,000 subscribers by the end of 2008. Last year, LTC successfully launched its 3G mobile service, called “MPhone 3G”. Mfone installed an additional 330 base stations to expand mobile network coverage in Cambodia. Financial Performance As of December 31st, 2008, Thaicom Plc. had total revenues from sales and services of Baht 7.01 billion, an increase of 9.0% from 2007. Overall operating results improved over those of 2007; and the Company reported a decrease of Baht 1.2 billion in net loss comparing with that of last year. The consolidated financial statements reported cash flows from operating activities of Baht 1.757 billion. In 2008, both Lao Telecommunications and CS Loxinfo Plc. paid a dividend to their shareholders. In 2008, Thaicom has still not been able to pay the dividend to the shareholders. This resulted from the fact that the company need to keep its cash flow for operating cost as well as to repay debts. Moreover, in the time of economic crisis, we should be very careful in managing our cash flow. On behalf of the board of directors, I would like to again thank you, the shareholders, for your continual trust in the Thaicom’s board of directors, the Thaicom management team and the staff. I would like to take this opportunity to ensure you that we will together do our best for the benefits to our shareholders.

Paron Israsena Chairman of the Board

Report of the Audit Committee Dear Shareholders of Thaicom Plc. The Audit Committee established by a resolution from the Board of Directors on December 8, 1999 was composed of three independent directors. Professor Hiran Radeesri was appointed as the chairman on March 20, 2001. Mrs. Charintorn Vongspootorn was appointed as committee member on December 8, 1999. Mr. Samrieng Mekkriengkrai was appointed as committee member on August 10, 2007. Mr. Sivaraks Phinicharomna, the Vice President - Internal Auditing of the Company was the secretary to Audit Committee. In 2008, the Audit Committee met 13 times to consider the following issues. 1. Reviewed quarterly and yearly financial statements before proceeding to the Board of Directors to insure conformity with generally accepted accounting principles as well as disclosure properly of related parties and connected transactions including transactions that might have conflict of interests in nature. And, there was a meeting between Audit Committee and auditor without management attending, therefore; the Audit Committee could rest assure on independence and audit performance. 2. Reviewed internal control systems and followed up corrective actions through the Office of Internal Auditing and found that management had taken action in accordance with audit recommendations. Thus, the Audit Committee could assure that the company had sufficient internal control systems. In addition, the Audit Committee overviewed auditing activities to assure its performing in according with risk based audit plan and developing its activities on the continuous basis. 3. Reviewed the result of risk management from Risk Management Committee and it was confirmed that the process was sufficient and improved continuously. 4. Reviewed whether the Company had followed the best practices of corporate governance issued by the Stock Exchange of Thailand, and complied with other official rules and regulations. 5. Reviewed and provided opinions on connected transactions and those that might have conflict of interests with regarded to its correctness and adequate disclosure. 6. Reviewed auditor independence and recommended annual appointment as well as compensation. 7. The Audit Committee had conducted self-evaluation on performance for the year 2008. They were satisfied with the result and reported it to the Board of Directors. The Audit Committee had unlimited access to the company information. They could request advices and discussed matters with management, internal and external auditor and outside consultant without restriction. The Audit Committee had opinion that the internal control systems of the company were sufficient for the operation systems that had been evaluated in term of its effectiveness. Besides, the company had continuous development on the good corporate governance as well.

In 2008, the Audit Committee had satisfied with result of independent evaluation and appropriateness of the auditor. Therefore, recommended the Board of Directors to appoint Mr. Supot Singhasaneh, Certified Public Accountant No. 2826 or Mr. Winid Silamongkol, Certified Public Accountant No. 3378 or Ms. Somboon Supasiripinyo, Certified Public Accountant No 3731 and Mr. Charoen Phosamritlert, Certified Public Accountant No. 4068 from KPMG Phomechai Audit Co., Ltd., to be the companyâ&#x20AC;&#x2122;s auditors for another year. The appointment has been preceded to the shareholdersâ&#x20AC;&#x2122; meeting for approval.

(Prof. Hiran Radeesri) Chairman of the Audit Committee 19 February 2009

Major Shareholders • List of the first top 10 major shareholders No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Name SHIN CORPORATION PUBLIC COMPANY LIMITED THAI NVDR COMPANY LIMITED STATE STREET BANK AND TRUST COMPANY FOR AUSTRALIA THE BANK OF NEW YORK (NOMINEES) LIMITED STATE STREET BANK AND TRUST COMPANY MR. UMNUAY PICHITRAPONGCHAI MR. SIRISAK SONSOPHON GERLACH&CO-DIMENSIONAL EMERGING MARKETS VALUE FUND,INC MR. KATAPOL KANOKPRUK MR. DUMRONG KASEMSET Total

No. of Shares

Percentage of Investment

450,870,934 58,499,666 23,808,800

41.14 5.34 2.17

13,850,900 13,571,822 13,143,700 12,166,400 10,920,400

1.26 1.24 1.20 1.11 1.00

10,300,000 9,199,586

0.94 0.84

616,332,208

56.24

Source: Major Shareholders as of August 28, 2008 prepared by Thailand Securities Depository Co., Ltd. The investors can find for more information in website: www.set.or.th before Annual General Shareholders Meeting for the year 2009 date.

Deleted: 77

The shareholding structure of Shin Corporation Public Company Limited is as follows:

As of January 20, 2009

DIRECTORS AND MANAGEMENT TEAM (AS OF 31 DECEMBER 2008) Name Mr. Paron Israsena

Age

Title

81 Chairman of the Board of Directors

Percentage Relationship Highest Education Shareholdin with (31/12/2007 Managemen Master of Engineering (SM_ME), None None Massachusetts Institute of Technology,

Governance Training (e.g. DCP and DAP of IOD) - Role of The Compensation Committee 2006 - The Characteristics of Effective Directors 2006 - Improving the Quality of Financial Reporting 2006

Present

- DAP:Directors Accreditation Program Class 4/2003

Member of National Economic Social Development Board Honorary Council member of Chulalongkorn University Chairman of the Board of Directors, Thaicom Plc. Director and Chairman of the Audit Committee, Sammakorn Plc.

Responsibility

Director and Member of the Audit Committee, Padaeng Industry Plc.

Thailand) - The Board's Role in setting Effective Compensation

Director, The National Science and Technology Development Board

Past

Professor Hiran Radeesri

Independent Director and Chairman of the Audit Committee

None

Honorary Doctorate Degree in Thammasat University

The Directors Certification Program, Yale School ofManagement, U.S.A. DCP: Directors Certification Program Class 2000

Present

Past

Mrs. Charintorn Vongspootorn

Independent Director and Member of the Audit Committee

None

Mr. Samrieng Mekkriengkrai

Independent Director and Member of the Audit Committee

None

Mr. Sue Lo-Utai

Director

None

(Resigned from the Board on September 8, 2008

Master of Business Administration, Creighton University, U.S.A.

LL.M., University of Miami, U.S.A. Thai Bar for Thai Bar Council.

M.S. (Statistics), Iowa State University , U.S.A.

Illegal Record in past 10 years

Experience

MIA: Monitoring the Internal Audit Function 2/2008 2008 - Present MFR: Monitoring the Quality of Financial Reporting 5/2007 2007 - Present MIR: Monitoring the System of Internal Control and 1999 - Present Risk Management 2 /2007 2001 - 2002 DCP: Refresher Class 1/2005 1997 - 1999 ACP: Audit Committee Program Class 1/2004 DCP: Directors Certification Program Class 8/2001 DCP: Directors Certification Program 96/2007 2007 - Present ACP: Audit Committee Program 20/2007 1990 - Present 1975 - Present 1989 - 1992 1988 - 1989 1986 - 1988 1984 - 1986 None 2008 2006- Present 2001-2006 1998-2001 1993-1998 1991-1993 1984-1991 1976-1984 1971-1976

Chairman of the Audit Committee, The Thai Red Cross Society Director, Chiang Mai University Council Chairman, Shinawatra University Council Director, Arsomsilp Institute of the Art Director and Member of the Audit Committee,The Siam Cement Plc. Chairman of the Board of Directors, Seamico Securities Plc. President and Chief Executive Officer, The Siam Cement Plc. Director, Shin Corporation Plc. Chairman, The Federation of Thai Industries Chairman, Committee on Economic and Industry of the Senate Independent Director and Chairman of the Audit Committee, Easy Buy Plc. Independent Director and Chairman of the Audit Committee, Navakit Insurance Independent Director and Chairman of the Audit Committee, Thaicom Plc. Independent Director and Chairman of the Audit Committee, Dusit Thani Plc. Chairman-Thai Institute of Directors Association Advisory Chairman-Corporate Governance Centre, The Stock Exchange of Chairman - Tax Auditor Examination Committee, Revenue Department Qualified Member, Accounting Profession Supervision Council Qualified Member University Council, Thammasat University Chairman, Price Waterhouse Co., Ltd. Member, the Board of Directors of The Stock Exchange of Thailand Chairman of the Audit Committee, The Stock Exchange of Thailand Director, Thailand Securities Depository Co., Ltd. Governor, State Railway of Thailand Chairman of the Board of Directors, Mass Rapid Transit Authority of Thailand Advisor of the Board, Seamico Asset Management Company Limited Advisor of the Board, KTB Securities Co., Ltd. Independent Director and Member of the Audit Committee, Thaicom Plc. Independent Director and Member of the Audit Committee, Advanced Info Service Director, Thai Equity Fund Senior Executive Vice President, MFC Director, Independent Director and Member of Audit Committee, Thaicom Plc. Researcher of Law and Organization Associated Professor Level 9, Faculty of Law, Chulalongkorn University. Legal Advisor, Boonchoo, VIP-Ava & Glickman Lawyers Ltd. Legal Advisor, Siam Legal & Business Consultant Offices Ltd. Legal Advisor, Montri & Associates Law Offices Ltd. Legal Advisor, Natee International Law Offices Ltd. Director, Thaicom Plc. Permanent Secretary, Ministry of Information and communication Technology Deputy Permanent Secretary, Ministry of Information and Communication Secretary General, National Statistic Office of Thailand Deputy Secretary General, National Statistic Office of Thailand Specialist on Statistic Rules and Regulation, National Statistic Office of Thailand Director, Statistical Techniques Bureau, National Statistic Office of Thailand Chief of Statistic Rules and Regulation Division, National Statistic Office of Lecturer, Faculty of Arts, Thammasat University, Thailand

None

DIRECTORS AND MANAGEMENT TEAM (AS OF 31 DECEMBER 2008) Name

Age

Governance Training Percentage Relationship Highest Education (e.g. DCP and DAP of IOD) Shareholdin with (31/12/2007 Managemen Director and 0.839% None Doctorate Degree in Electrical Engineering, DCP: Directors Certification Program class 108/2551 Massachusetts Institute of Technology, DAP: Directors Accreditation Program Class 2/2003 Chairman of the Executive Committee

Dr. Dumrong Kasemset Authorized Director

Mr. Somprasong Boonyachai Authorized Director

Director and Member of the Executive Committee

0.0000%

None

Mr. Yong Lum Sung (Appointed to be Director in substitution Dr. Nongluck Phinainitisart,as of May 13,

Director and Member of the Executive Committee

None

Mr. Arak Chonlatanon

Member of the Executive Committee

0.0045%

None

Ms. Nidchanun Santhavesuk Authorized Director

Director and Member of the Executive Committee

None

Dr. Nongluck Phinainitisart

Illegal Record in past 10 years

Experience

Title

President and Member of the Executive Committee

0.1251%

None

Master of Engineering, Asian Institute of Technology (AIT)

DCP:Directors Certification Program Class 65/2005 DAP: Directors Accreditation Program Class 30/2004

Master in Electrical Engineering DAP: Directors Accreditation Program class 74/2008 Graduate Diploma, Accounting and Finance Advanced Management Programm Harvard Business Schoo Bachelor Degree in Electronic Engineering DCP: Directors Certification Program class 106/2008 Chulalongkorn University DAP: Directors Accreditation Program Class 48/2005

Master of Business Administration, Thammasat University.

DCP: Directors Certification Program class 105/2008 DAP: Directors Accreditation Program Class 66/2007

Doctorate Degree in Electrical Engineering, DCP: Directors Certification Program Class 71/2006 Chulalongkorn University DAP: Directors Accreditation Program Class 4/2003

2004 - Present Director and Chairman of the Executive Committee, CS LoxInfo Plc. 2000 - Present Member of the Executive Committee, Advanced Info Service Plc. Group Vice Chairman of the Group Executive Committee, Shin Corporation Plc. 1999 - Present Director and Member of the Executive Committee, Thaicom Plc. 1997 - Present Chairman of the Executive Committee, Satellite and International Business, Shin Corporation Plc. 2004-2007 Director and Member of the Executive Committee,ITV Plc. 1994 - 2000 President, Shinawatra Satellite Plc. 1995 - 1997 Vice Chairman of the Executive Committee, Policy, Shinawatra Group 1995 - 1997 Vice Chairman of the Executive Committee, Policy, Shinawatra Group 1993 - 1994 Executive Vice President, IBC Cable TV 1991 - 1992 Group General Manager, IBC Cable TV Senior Manager - Business Development, Shinawatra Group 1989 - 1991 Program Manager Integrated Optoelectronics, GE Aerospace, New York, U.S.A. 1986 - 1989 Manager, Ga As IC Materials, Microwave Semiconductor Co., Ltd. Siemens Group, New Jersey, U.S.A. 1989 - 1991 Program Manager Integrated Optoelectronics, GE Aerospace, New York, U.S.A. 1986 - 1989 Manager, Ga As IC Materials, Microwave Semiconductor Co., Ltd. 2008 - Present Group Vice Chairman of the Group Executive Committee, Shin Corporation Plc. 2007 - Present Director and Chairman of the Group Executive Committee, Shin Corporation Plc. 2006 - Present Director, Thaicom Plc. 2004 - Present Director, Praram 9 Hospital Co., Ltd. 2000 - 2008 Member of the Exective Committee, Thaicom Plc. 1999 - Present Director - Advanced Info Service Plc. 1999 - 2008 Chairman of the Executive Committee - Advanced Info Service Plc. 1997 - Present Independent Director, Power Line Engineering Plc. 2004 - 2007 Member of the Executive Committee, CS LoxInfo Plc. Director and Member of the Executive Committee, ITV Plc. 2000 - 2007 Group Vice Chairman of the Group Executive Committee, Shin Corporation Plc. 1997 - 1998 Vice Chairman of the Executive Committee Wireless Communications, Shinawatra Group 1995 - 1996 Senior President, Advanced Info Service Plc. 1994 - 1995 President, Advanced Info Service Plc. 1993 - 1994 President, Thaicom Plc. 1993 - 1993 President, Advanced Info Service Plc. 1992 - 1993 Executive Vice President (Operation 4),Shinawatra Group 2008 - Present Director and Member of Executive Committee, Thaicom Plc 2002 - 2006 Chief Operations Officer, StarHub Ltd 1998 - 2002 President, StarHub Cable Vision Ltd (formerly Singapore Cable Vision Ltd 1991 - 1998 General Manager, ST Mobile Data Pte Ltd 2007 - Present Director, Shin Corporation Plc Chairman of the Executive Committee-Media&New Business, Shin Corporation P 1998 - Present Member of the Executive Committee, Shin Corporation Plc. 2000 - 20007 Chairman of the Executive Committee-Media&New Business, Shin Corporation P 2001 - 2006 Director, Shin Corporation Plc 2000 - 2002 Member of the Executive Committee, Advanced Info Service Plc. 1993 - 1998 President - Shinawatra International Plc 1991-1992 President - Advanced Info Service Plc 2007 2007-Present 2007-2008 2003 - 2007 2000 - 2003 1998 - 1999 1997 - 1998 1993 - 1996 2007 - Present 2007 - 2008 2000 - Present 2000 - 2006 1995 - 2006 1999 - 2000 1995 - 1998 1991 - 1995 1982 - 1991 1986 - 1987

Member of the Executive Committee and President, Shin Corporation Plc. Director and Member of the Executive Committee and President, Thaicom Plc. Member of the Executive Committee, Advance Info Service Plc. Director, Advance Info Service Plc. Vice President - Portfolio Management Department, Shin Corporation Plc. Assitant Vice President - Portfolio Management Department, Shin Corporation Plc. Senior Finance Specialist - Shin Corporation Plc. First Vice President - Finance & Treasury, Jardine Flemming Thanakom. Head of Project Finance, Shinawatra Computer & Communication Plc. Member of the Executive Committee, Thaicom Plc. Director, Thaicom Plc. President, Thaicom Plc. Member of the Executive Committee, Thaicom Plc. Director, Thaicom Plc. Executive Vice President, Thaicom Plc. Vice President, Thaicom Plc. General Manager, Thaicom Plc. Telecommunications Engineer Planning, Post and Telegraph Department Telecommunication Engineer, Operations Division, International Telecommunication Satellite Organization ("INTELSAT"), Washington D.C., U.S.A.

None

DIRECTORS AND MANAGEMENT TEAM (AS OF 31 DECEMBER 2008) Name

Percentage Relationship Highest Education Shareholdin with (31/12/2007 Managemen Master of Engineering, 0.0522% None Carnegie Mellon University, Pittsburgh,

Age

Title

Mr. Paiboon Panuwattanawong

Managing Director-IPSTAR

Mr. Yongsit Rojsrivichaikul

Executive Vice President Marketing & Sales

None

Master of Business Administration, California State University, U.S.A.

Mr. Atip Rittaporn

Managing Director - International

None

Master of Business Administration, Kasetsart University

Mr. Tanadit Charoenchan

Executive Vice President Finance & Accounting

0.0406%

None

Mr. Kamonmit Vudhijumnonk

Vice President - Legal

0.0097%

None

Mr. Trairat Kaewkerd

Vice President – Business Developmen

None

M.S. Finance, Charles Sturt University

Mr. Makin Petplai

Vice President -Sales Thailand, Indochina and China

None

Bachelor of Engineering (Computer), Kasetsart University

Mr. Pradeep Unni

Vice President Sales Asia, Eastern Europe and America

0.0052%

None

Master of Business Administration, Griffith University, Australia

Mr. Teerayuth Boonchote

Vice President IPSTAR Operations

0.0212%

None

Master of Business Administration, SASIN Master of Engineering (Electronics), Chulalongkorn University

Master of Business Administration, Sloan School of Management, Institute of Technology Master of Science (Computer), Chulalongkorn University

LL.M,, University of London LL.M., Magna Cum Laude, University of Brussels

Governance Training (e.g. DCP and DAP of IOD)

Experience

None

2004 - Present 2000 - 2004 2000 - 2000 1997 - 2000 1996 - 1996 1995 - 1996

R-CDC: Charter Directors Class 3/2551 DCP: Directors Certification Program class 89/2550

Illegal Record in past 10 years Managing Director, IPSTAR Operation, Thaicom Plc. Vice President-Advanced Satellite Systems, Thaicom Plc. Vice President-Product Engineering, Thaicom Plc. Assistant Vice President-Product Engineering, Thaicom Plc. Senior Manager, Thaicom Plc. General Manager, Thaicom Plc.

2007 - Present Director and Member of the Executive Committee, CS LoxInfo Plc. 2004 - Present Executive Vice President - Marketing & Sales, Thaicom Plc. 1991 - 2004 Vice President – Marketing, Thaicom Plc. Vice President – Marketing & Sales, Thaicom Plc. Vice President – International Sales, Thaicom Plc. Assistant Vice President - Marketing & Sales,Thaicom Plc. Assistant Vice President - International Sales,Thaicom Plc. Marketing & Sales - Manager,Thaicom Plc. Marketing & Sales - Manager,Thaicom Plc. Business Development - Manager, Shin Corporation Plc. None 2006 – Present Managing Director - International Business, Thaicom Plc. 2002 – 2005 Senior Vice President, Thaicom Plc. 1999 – 2001 President, Lao Telecommunications Co., Ltd. 1996 – 1999 Vice President, Shinawatra International Co., Ltd. 1996 – 1998 Managing Director, Fascel Co., Ltd. 1994 – 1996 President, Microwave Communication Co., Ltd. 1993 – 1994 General Manager, Cambodia Shinawatra Co., Ltd. DCP: Directors Certification Program class 110/2008 2008 - Present Executive Vice President - Finance and Accounting, Thaicom Plc. DAP: Directors Accreditation Program class 66/200 2007 - Present Director and Member of the Executive Committee, CS LoxInfo Plc. 2004 - 2008 Acting General Manager, Shin Broadband Internet (Thailand) Co., Ltd. 2002 - 2008 Vice President – Finance and Accounting, Thaicom Plc. 2000 – 2001 Assistant Vice President – Finance and Accounting,Thaicom Plc. 1995 – 1999 Department Manager-Finance and Accounting,Thaicom Plc. 1992 – 1995 Accounting Manager, IBC Plc. 1989 – 1992 Senior Auditor, SGV Na - Thalang & Co., Ltd. None 2002 - Present Vice President – Legal, Thaicom Plc. 1999 - 2001 Assistant Vice President – Legal, Thaicom Plc. 1995 - 1998 Assistant Vice President – Legal, Shinawatra Computer & Communication Plc. 1994 - 1995 Lawyer, Couderts Brothers, Bangkok Office 1993 - 1994 Lawyer, Baker & McKenzie, Bangkok Office 1978 - 1993 Legal Officer, Office of the Juridical Council (Office of the Council of State) None 2007-Present Vice President – Business Development, Thaicom Plc 2005-2007 Vice President – Technical, Advanced Info Services Plc 2006-2007 Managing Director, Advance Data Network Communication Co., Le 2000-2006 General Manager-Cambodia, Thaicom Plc 1997-2000 General Manager, Cambodia Shinawatra Company Limite 1995-1997 Implementation Network Manager, Lao Telecommunications Company Limite 1995-1997 Engineer Manager, Shin International Company Limite 2004 - Present Vice President – Sales Thailand, Indochina and China, None Thaicom Plc. 2003 - 2004 Assistant Vice President – Sales Thailand, Indochina and China, Thaicom Plc. 2002 - 2003 Assistant Vice President – Product Marketing,Thaicom Plc. 2001 - 2002 Department Manager – Sales Thailand and Indochina,Thaicom Plc. 2000 - 2001 Department Manager – Sales Indochina,Thaicom Plc. 1997 - 2000 Department Manager – Sales Thailand,Thaicom Plc. 1993 - 1997 Supervisor - Sales & Marketing,Thaicom Plc. 1991 - 1993 Supervisor - Sales & Marketing, Jasmine International Plc. None 2004 - Present Vice President – Sales Asia, Eastern Europe and America Territory, Thaicom Plc. 2004 - 2004 Vice President – Sales India and Middle East,Thaicom Plc. 2003 - 2004 Assistant Vice President – Sales India and Middle East,Thaicom Plc. 2000 - 2003 Department Manager – Sales India,Thaicom Plc. 1996 - 2000 Sales Manager - India,Thaicom Plc. 1992 - 1996 Sales Manager,Navex Consultants (P) Limited, India None 2004 - Present Vice President – IPSTAR Operations, Thaicom Plc. 1997 - 2004 Assistant Vice President-IPSTAR Terminal & Project Implementation, Thaicom Plc. 1994 - 1996 Direct Broadcasting – Manager, Thaicom Plc. 1993 - 1994 Video System – Manager, Thaicom Plc. 1992 - 1992 Video System – Manager, Thaicom Plc.

None

DIRECTORS AND MANAGEMENT TEAM (AS OF 31 DECEMBER 2008) Name

Governance Training Percentage Relationship Highest Education (e.g. DCP and DAP of IOD) Shareholdin with (31/12/2007 Managemen ACP: Audit Committee Program Class 16/2007 0.0041% None Master of Arts in Public Administration ("MAPA"), Minnesota State University, U.S.A. DCP: Directors Certification Program Class 44/2004 DAP: Directors Accreditation Program Class 14/2004

Age

Title

Mr. Sivaraks Phinicharomna

Vice President Internal Audit

Mr. Theerawat Kusalanggoorawat

Vice President Management Information System

None

Mr. Pramook Chaiwongwutthikul

Vice President -Satellite Engineering & Operation

0.0002%

None

Bachelor of Science in Electrical Engineering,The Ohio State University,

None

Mr. Somnuk Reantrakoon

Vice President - Human Resources

None

Master of Public Administration, University of Southern California, U.S.A.

None

* Includes holding by spouse and minor children

Master of Science Program (Applied Statistics), NIDA

None

Illegal Record in past 10 years

Experience 2004 - Present Independent Director and Member of the Audit Committee, Prinsiri Plc. Vice President – Internal Audit, Thaicom Plc. 2001 - 2004 Assistant Vice President, Thaicom Plc. 2000 - 2001 Deputy Chief Finance Officer, Digital Phone Co., Ltd. 1999 - 2000 Assistant Vice President-Internal Audit,Thaicom Plc. 1996 - 1998 Assistant Vice President-Finance and Account,Shinawatra International Plc. 1994 - 1996 Vice President – Internal Audit (System Development),STA Group Plc. 1988 - 1994 Regional Controller Los Angeles, Borg-Warner Plc., California, U.S.A. 2004 - Present Vice President – Management Information System,Shin Sattellite Plc. 1999 - 2004 Assistant Vice President - Management Information System, Shin Sattellite Plc. 1991 - 1998 Assistant Vice President - Management Information System, Shin Corporation Plc. 1990 - 1991 Software Development Manager, P.G.S. Construction Co., Ltd. 1984 - 1990 System Analyst and Project Leader, Police Information System Center 1982 - 1984 System Analyst, S.P. International Co., Ltd. 2006 - Present Vice President – Satellite Engineering and Operation, Thaicom Plc. 2001 - 2006 Assistant Vice President - Space Operation,Thaicom Plc. 1997 - 2001 Department Manager - Communication Engineering, Thaicom Plc. 2006 – Present 2004 – 2006 2001 – 2004 2000 – 2001 1996 – 2000 1994 – 1996 1992 – 1994 1988 – 1992 1987 – 1988 1985 - 1987

Vice President - Human Resources, Thaicom Plc. Senior Consultant, Business Management Co., Ltd. Head of Compensation & Benefits, TA Orange Co., Ltd. Human Resources Director, Betagro Agro - Group Plc. Human Resources Manager, DHL International Thailand Ltd. Director of Human Resources Programs, Read - Rite (Thailand) Co., Ltd. Director of Compensation & Benefits/HRIS, Seagate Technology (Thailand) Ltd. Personnel Manager, Unocal Thailand Ltd. Recruitment & Remuneration Manager, AT&T Microelectronics (Thai) Co., Ltd. Senior Compensation & Benefits Specialist, Data General Thailand Ltd.

None

Directorsâ&#x20AC;&#x2122; Shareholding in the Company and its Subsidiaries of the Year 2008

Directors Mr. Paron

Israsena

Position

THAICOM Plc.

DTV Service Co., Ltd.

Shenington Investments Pte Ltd.

IPSTAR Co., Ltd.

Ordinary Shares 3) 2008 2007

Ordinary Shares 2008 2007

Chairman of the Board of Directors Prof. Hiran Radeesri Independent Director and Chairman of the Audit Committee Mrs. Charintorn Vongspootorn Independent Director and Member of the Audit Committee Mr. Samrieng Mekkriengkrai Independent Director and Member of the Audit Committee Mr. Sue Lo-Utai 1) Director Dr. Dumrong Kasemset Director 9,199,586 8,357,497 1 1 Mr. Somprasong Boonyachai Director 200 200 2) Mr. Yong Lum Sung Director Ms. Nidchanun Santhavesuk Director Note 1) Became a director in substitution of Mr. Kraisorn Pornsuthee, as of January 22, 2008 and resigned from the Board on October 13, 2008 and the registration of change of director was made at the Ministry of Commerce on October 8, 2008. The appointment of the replacement director has not been made. 2) Became a director in substitution of Dr. Nongluck Phinainitisart, as of May 13, 2008. 3) Shareholding includes that of spouse and children who have not yet reached majority, as of December 31, 2008

Directors Mr. Paron

Israsena

Prof. Hiran

Radeesri

Mrs. Charintorn

Vongspootorn

Mr. Samrieng

Mekkriengkrai

Mr. Sue Dr. Dumrong Mr. Somprasong Mr. Yong Lum Sung 2) Ms. Nidchanun

Lo-Utai 1) Kasemset Boonyachai Santhavesuk

Position Chairman of the Board of Directors Independent Director and Chairman of the Audit Committee Independent Director and Member of the Audit Committee Independent Director and Member of the Audit Committee Director Director Director Director Director

Star Nucleus Co., Ltd.

Spacecode LLC

IPSTAR International Pte Ltd.

IPSTAR Global Services Ltd.

Ordinary Shares 2008 2007

Directors Mr. Paron

Israsena

Prof. Hiran

Radeesri

Mrs. Charintorn

Vongspootorn

Mr. Samrieng

Mekkriengkrai

Mr. Sue Dr. Dumrong Mr. Somprasong Mr. Yong Lum Sung 2) Ms. Nidchanun

Lo-Utai 1) Kasemset Boonyachai Santhavesuk

Mfone Co., Ltd.

IPSTAR Australia Pty Ltd.

IPSTAR New Zealand Ltd.

IPSTAR DO BRASIL

Ordinary Shares 2008 2007

INVESTMENT STRUCTURE OF SHIN GROUP (As of January 12, 2009) Shin Corporation Plc 1), 2) 42.67%

99.99% 51.00%

DTV Service Co., Ltd. 51.00%

ITV Plc 2)

Thaicom Plc 2)

Digital Phone Co., Ltd.

98.55%

52.92%

41.14%

Advanced Info Service Plc 2)

Advanced Datanetwork Communications Co., Ltd.

99.99%

Shenington Investments Pte Ltd. 1)

60.00%

39.74%

100%

Mfone Co., Ltd.

Artware Media Co., Ltd. Media Connex Co., Ltd.4)

CS LoxInfo Plc 2) 99.99%

49.00%

Wireless Device Supply Co., Ltd.

99.96%

Matchbox Co., Ltd.

Teleinfo Media Plc

99.99%

99.24% 99.99%

Lao Telecommunications Co., Ltd.

Advanced Contact Center Co., Ltd.

IPSTAR Co., Ltd.

99.99%

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

AD Venture Co., Ltd. 1)

99.99%

100% 99.99%

IPSTAR Australia Pty Ltd.

Advanced MPay Co., Ltd. 99.99%

99.99%

Shineedotcom Co., Ltd.

99.99%

AIN GlobalComm Co., Ltd.

99.99%

Super Broadband Network Co., Ltd.

49.00%

Data Network Solutions Co., Ltd. 4)

99.99%

Advanced Wireless Network Co., Ltd.

99.99%

60.00%

99.99%

100%

IPSTAR New Zealand Ltd.

100%

IPSTAR DO BRASIL 3)

Advanced Magic Card Co., Ltd.

Mobile from Advance Co., Ltd.

88.52%

Hunsa Dot Com Co., Ltd.

Sodamag Corp Co., Ltd.

Watta Classifieds Co., Ltd.

N.T.U. (Thailand) Ltd.

70.00%

Star Nucleus Co., Ltd.

70.00%

Spacecode LLC

100%

IPSTAR International Pte. Ltd.

100%

IPSTAR Global Services Ltd.

100%

Cambodian DTV Network Ltd.

1) 2) 3) 4)

Holding Company Listed Company on the Stock Exchange of Thailand On process of set up and register the Company Registered of its dissolution with the MOC on December 16, 2008, currently on process of liquidation.

PREPARED BY COMPLIANCE DEPARTMENT-SHIN CORPORATION PLC

General Information of the Company Subsidiaries and Associate Companies Thaicom Public Company Limited (“THCOM”) Head Office : 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Tel : (662) 299 5000 Fax : (662) 299 5252

Type of Business

Providing satellite transponders services for telecommunications and broadcasting Registered Capital 1,132.08 Million Shares Par Value 5 Baht Paid Up Capital 5,479.69 Million Baht

Branch 1 : 41/103 Rattanathibet Road, Muang, Nonthaburi 11000 Tel : (662) 591 0736 Fax : (662) 591 0705 Branch 2 : 50 Moo 1 Bor-ngern, Ladlumkaew, Pathumthani 12140 Tel : (662) 599 3000 Fax : (662) 599 3000 Ext. 712 Website : www.thaicom.net

DTV Service Company Limited (“DTV”) 41/103 Rattanathibet Road, Muang, Nonthaburi 11000 Tel : (662) 591 0736 Fax : (662) 591 0705

Type of Business

Registered Capital Par Value Paid Up Capital % of Investment

Providing television services and sale of direct television equipment, and related telecommunication services 39.88 Million Shares 10 Baht 398.79 Million Baht 99.99%

Shenington Investments Pte. Limited (“SHEN”) 1 Temasek Ave., # 27-01, Millenia Tower, Singapore 039192 Tel : (65) 338 1888 Fax : (65) 337 5100

Type of Business Registered Capital Par Value Paid Up Capital % of Investment

Holding Company 15 Million Shares 1 SGD 14.66 MSGD 51%

Type of Business

Providing fixed phone and mobile phone services in Cambodia 24 Million Shares 1 USD 24 MUSD 100%

Mfone Co., Ltd. (“Mfone”) 1) 721 Preah Monivong Blvd., Sangkat Boeng Keng Kang 3, Khan Chamkamon, Phnom Penh City, Kingdom of Cambodia Tel : (855) 23 300 467, (855) 23 301 217 Fax : (855) 23 365 913

Registered Capital Par Value Paid Up Capital % of Investment

Lao Telecommunications Company Limited (“LTC”) 1) Lanexang Avenue 0100, Vientiane, Lao People’s Democratic Republic Tel : (856) 21 216 465-6 Fax : (856) 21 219 690

Type of Business

Registered Capital Par Value Paid Up Capital % of Investment

Providing fixed phone and mobile phone services, international facilities, internet, and paging services in Lao 96.84 Million Shares 1 USD 96.84 MUSD 49.00%

Cambodian DTV Network Limited (“CDN”) 111, Street 500, Sangkat Phsar Doeum Thkov, Khan Chamkar Morn, Phnom Penh, Kingdom of Cambodia Tel : (855) 23 355 990 Fax : (855) 23 994 669

Type of Business

Registered Capital Par Value Paid Up Capital % of Investment

Providing product and service of DTV, a low-cost Ku-band satellite dish set in Cambodia 1,000 Shares 100 USD 0.1 MUSD 100%

Type of Business Registered Capital Par Value Paid Up Capital % of Investment

Provider of IPSTAR capacity 200 Million Shares 0.01 USD 2 MUSD 99.68%

Type of Business

Providing IPSTAR services in Australia 6.95 Million Shares 1 AUD 6.95 MAUD 100%

IPSTAR Company Limited (“IPSTAR”) Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands

IPSTAR Australia Pty Limited 2) Unit 13, Artarmon Central, 12-18,Clarendon Street, Artarmon, NSW 2064 ,AUSTRALIA

Registered Capital Par Value Paid Up Capital % of Investment

IPSTAR New Zealand Limited 2) 13/22-24 Caloola Road, Wentworthville NSW 2145, New Zealand

Type of Business Registered Capital Par Value Paid Up Capital % of Investment

Providing IPSTAR services in New Zealand 2.5 Million Shares 1 NZD 2.5 MNZD 100%

Type of Business Registered Capital Par Value Paid Up Capital

0.1 Million Shares 1 USD -

IPSTAR DO BRASIL 2) (In the process of setting up the company)

% of Investment

100%

Type of Business Registered Capital Par Value Paid Up Capital % of Investment

Licensor of IPSTAR technology 0.05 Million Shares 1 USD 10 USD 70.00%

Type of Business

Research and development of IPSTAR technology 4.29 MUSD 70.00%

Star Nucleus Company Limited (“STAR”) Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands

Spacecode LLC (“SPACE”) 8695 Zumwalt Road, Monmouth, OR 97365 U.S.A.

Registered Capital Par Value Paid Up Capital % of Investment

IPSTAR International Pte Limited 1 Temasek Avenue # 27-01, Millenia Tower, Singapore 039192 Tel : (65) 6338 1888 Fax : (65) 6337 5100

Type of Business Registered Capital Par Value Paid Up Capital % of Investment

Providing IPSTAR broadband services 0.1 Million Shares 1 SGD 0.02 MSGD 100%

IPSTAR Global Services Limited Intercontinental Trust Limited Suite 802, St. James Court, St. Denis Street, Port Louis, Mauritius Tel : (230) 213 9800 Fax : (230) 210 9168

Type of Business Registered Capital Par Value Paid Up Capital % of Investment

Providing IPSTAR broadband services 0.02 Million Shares 1 USD 0.02 MUSD 100%

CS LoxInfo Public Company Limited (“CSL”) 3) Head Office :

Type of Business

414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Branch : 90 CyberWorld Tower A, 17th -20th Floor, Ratchadapisek Road, Huai Khwang, Bangkok 10310 Tel : (662) 263 8000 Fax : (662) 263 8001 Website : www.csloxinfo.com

Registered Capital Par Value Paid Up Capital % of Investment

Internet data center services, Internet access and satellite uplinkdownlink service for domestic and international communications 660.85 Million Shares 0.25 Baht 157.34 Million Baht 39.74%

Teleinfo Media Public Company Limited (“TMC”) 4) Type of Business

Publishing telephone directories and advertising

Head Office :

414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400

Branch 1 :

273 Soi Sang U-thai, 50 Sukkhumvit Road, Phakhanong, Klongtoey, Bangkok

Branch 2 :

25th- 28th Floor, Vanit Bldg. 2, 1126/2 New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400

Telephone

(662) 262 8888

Fax

(662) 262 8899

Website

www.teleinfomedia.net

Registered Capital

17.35 million shares

Par Value

Baht 10

Paid-up Capital

Baht 173.53 million

Percent of Investment

99.99%

AD Venture Company Limited (“ADV”) 4) Type of Business

ADV derives all of its profits from the operational performance of SHINEE

Head Office

414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400

Branch Office

Room 2101, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400

Telephone

(662) 619 1123

Fax

(662) 619 0311

Registered Capital

17.20 million shares

Par Value

Baht 10

Paid-up Capital

Baht 171.97 million

Percent of Investment

99.99%

Shineedotcom Company Limited (“Shinee”) 5) Type of Business

Provider of mobile contents, community portal services, and other internet related businesses

Head Office

414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400

Branch Office

Room 2101, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400

Telephone

(662) 207 6800

Fax

(662) 207 6899

Website

www.shinee.com

Registered Capital

8.00 million shares

Par Value

Baht 10

Paid-up Capital

Baht 80.00 million

Percent of Investment

99.99%

Hunsadotcom Company Limited (“Hunsa”) 6) Type of Business Head Office

Provider of mobile contents, community portal services, and other internet related businesses 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400

Branch Office

Room 2101, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400

Telephone

(662) 207 6800

Fax

(662) 207 6898

Website

www.hunsa.com

Registered Capital

0.8 million shares

Par Value

Baht 10

Paid-up Capital

Baht 8 million

Percent of Investment

99.99%

Sodamag Corp Company Limited (“Sodamag”) 6) Type of Business Head Office

Provider of mobile contents, community portal services, and other internet – related businesses. 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400

Branch Office

Room 2101, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400

Telephone

(662) 207 6800

Fax

(662) 207 6899

Website

www.sodamag.net

Registered Capital

2.18 million shares

Par Value

Baht 5

Paid-up Capital

Baht 10.90 million

Percent of Investment

99.99%

Watta Classifieds Company Limited (â&#x20AC;&#x153;Wattaâ&#x20AC;?) 4) Type of Business

Provides sub-advertisement and classified services in its own publications publishes and sells various publications such as newspapers, magazines, pocket books and others.

Head Office Branch Office

71/30 Boromratchonnee Road, Arun-amarin, Bangkoknoi, Bangkok 10700 71/36 Boromratchonnee Road, Arun-amarin, Bangkoknoi, Bangkok 10700

Telephone

(662) 422 8011

Fax

(662) 884 7575

Website

www.watta.co.th

Registered Capital

0.2 million shares

Par Value

Baht 100

Paid-up Capital

Baht 20 million

Percent of Investment

60.00%

N.T.U. (Thailand) Limited 3) Type of Business

Providing training network services

Head Office

1010 Shinawatra Tower III, 3rd Floor, Viphavadi Rangsit Rd., Chatuchak, Bangkok 10900

Telephone

(662) 949 2646-8

Fax

(662) 949 2650-1

Website

www.ntuthailand.com

Registered Capital

0.12 million shares

Par Value

Baht 100

Paid-up Capital

Baht 7.5 million

Percent of Investment

88.52%

As of January 31, 2009 1) Holds shares through Shenington Investment Pte. Limited 2) Holds shares through IPSTAR Company Limited 3) Holds shares through DTV Service Company Limited 4) Holds shares through CS LoxInfo Public Company Limited 5) Holds shares through AD Venture Company Limited 6) Holds shares through Shineedotcom Company Limited

Form 56-1: 2008

Thaicom Public Co., Ltd.

General Background and Major Developments General Background The Company was founded on November 7th, 1991 by Shin Corporation Plc. ("SHIN"), which was granted a 30-year Build-Transfer-Operate concession from the Ministry of Transport and Communications (currently transferred to the Ministry of Information and Communication Technology – ICT) to operate the national satellite project. The concession expires in 2021. The Company has the right to build, launch and operate the Thaicom satellite project throughout the concession period. Under the concession, the Company is required to pay ICT an agreed percentage of the Company's annual gross revenue earned from the transponder business, or a minimum remuneration, whichever is higher. Moreover, the Company must transfer to ICT the ownership of the satellites, satellite control station (Telemetry, Tracking, Command & Monitoring - TTC&M), and all related operational equipment once the construction and installations are complete. His Majesty the King Bhumibol Adulyadej has officially given a name to the satellites of this project, "THAICOM," as a symbol of the linkage between Thailand and modern communications technology. The Company became a listed company on the Stock Exchange of Thailand on January 18th, 1994. Moreover, the Company expanded to Internet and telephone, and DTV satellite television dish sales businesses in 1997, 2000, and 2007, respectively. As of December 31, 2008, SHIN which is the Company's major shareholder, holds 41.14% of shares in the Company. Progress and Major Developments during the Past Five Years (The details of Progress and Major Developments of CS Loxinfo Plc. (“CSL”) are available in 2008 Annual Report, the CSL’s Annual Report can be downloaded from www.sec.or.th) 2004 April

CSL initially offered additional ordinary shares to the public (IPO) and became a listed company on the Stock Exchange of Thailand on April 8th, 2004.

May

On May 17th, 2004, the Company changed the par value per share from ten (10) Baht to five (5) Baht.

October

On October 27th, 2004, the Company, SHIN and ICT amended the concession contract regarding the proportion of shareholding in the Company by SHIN, from a previous minimum of 51% to a current minimum of 40%.

Part 2 Page 2

Form 56-1: 2008

Thaicom Public Co., Ltd.

2005 March

At the Extraordinary Shareholders’ Meeting of C.S. Satellite Phone Co., Ltd. (“CSP”), a resolution was passed to approve CSP’s liquidation. After the liquidation, CSP had Baht 103,827,823 cash on hand. The money was divided and paid back to shareholders at 2.07 Baht/ share. On March 25th, 2005, the registration of CSP’s dissolution was approved by the Ministry of Commerce. On March 31st, 2005, CSP paid Baht 83 million back to the group and Baht 21 million to other CSP shareholders, meaning that the liquidation of CSP was complete according to the Civil and Commercial Code.

June

The Company successfully raised more than Baht 3,182 million from a public offering of 208 million new shares to institutional and retail investors. The Company offered the new shares at Baht 15.30 per share. Institutional investors were allocated 110 million shares with 98 million shares for retail investors. After the PO process, THCOM increased its paid-up capital from Baht 4,387 million to Baht 5,427 million. The total number of ordinary shares offered to the public accounted for 19% of the new amount of total paid up capital.

July

Shenington Investments Pte Ltd. (“Shenington”) increased its registered capital, with

2,200,000 shares at USD 1 per share, or 2.2 million USD paid by shareholders, to Mfone Co., Ltd (Mfone) (formerly known as Cambodia Shinawatra Co., Ltd.) . Mfone now has 19.2 million USD of registered and paid up capital. August

On August 11th, THAICOM 4 (“IPSTAR”), the world’s largest commercial broadband satellite and the first broadband satellite in Asia-Pacific, was launched successfully from the Spaceport at Kourou, French Guiana, in South America.

October-November Six IPSTAR second generation gateways in Thailand, Vietnam, Australia, New Zealand and Myanmar were officially inaugurated. December

The Company has commenced the IPSTAR service to TOT Public Company Limited (TOT), which is appointed to be the National Service Operator (NSO) of IPSTAR in Thailand.

2006 April

The Company has reached an agreement with China Satellite Communications Corporation (China Satcom) to cooperate in launching IPSTAR broadband services in China. Part 2 Page 3

Form 56-1: 2008

May

Thaicom Public Co., Ltd.

The Company successfully launched the THAICOM 5 satellite. THAICOM 5 has a global beam footprint covering Asia, Australia, Europe and Africa and it is mainly used for broadcasting services such as Direct-to-Home (DTH) and High Definition Television (HDTV), and other telecommunication services. The Company inaugurated the IPSTAR Gateway in Beijing, China. Beijing gateway, the first true broadband satellite gateway in the country is able to provide IPSTAR services to the northern part of China.

October

THAICOM 3 Satellite was deorbited from 50.5 degrees East as the satellite experienced a power loss to such an extent that it could not provide further service. The deorbit of the THAICOM 3 Satellite, however, has no adverse effect on the customers because the Company has transferred all THAICOM 3’s customers to the THAICOM 5 Satellite since July 2006.

December

The Company completed the construction of the other two IPSTAR China gateways, in Shanghai and Guangzhou, after the first gateway in Beijing was inaugurated in May 2006. With the completion of these three gateways, IPSTAR service is now available nationwide in China.

2007 February

CSL acquired additional 0.5 million ordinary shares in Loxley Information Service Co.,Ltd. (LoxServ) from CAT Telecom Plc. (CAT) (480,000 shares) and its employees (3,600 shares) at Baht 12.90 per share, representing a total price of Baht 6.2 million or 1.86% of the paid-up share capital of LoxServ.

March

The Company has signed an exclusive contract with BayCity Communications Limited as the IPSTAR National Service Operator (NSO) for the continued growth and expansion of IPSTAR services in New Zealand.

April

The 2007 general shareholders’ meeting of CSL approved the increase of its registered capital from 649,020,074 shares, at par value of 1 Baht per share to 660,849,474, reserved for its ESOP Grant I to V programs. CSL acquired 0.12 million common shares of Watta Classifieds Company Limited (“Watta”), a Print Classifies Directories Business, equivalent to 60% of share capital of Watta at the total price of Baht 88 million.

May

CSL acquired additional 991,593 ordinary shares in LoxServ from Point Asia Dot Com (Thailand) Company Limited at Baht 2.02 per share, representing a total price of Baht 2 Part 2 Page 4

Form 56-1: 2008

Thaicom Public Co., Ltd.

million or 3.8% of paid-up capital of LoxServ. After this acquisition, the Company held 99.86% of the paid-up capital of LoxServ. June

DTV Service Company Limited (DTV) acquired a common share of N.T.U. Company Limited (“NTU”) on June 22, 2007, from the previous shareholders at Baht 62.50 per share for the total of 25,020 shares or 20.85% of the paid-up capital, representing a total price of Baht 1.56 million. After this acquisition, DTV held 71.85% of the share capital of NTU.

July

The Company sold a 49 percent stake in Shenington Investments Pte Ltd. (Shenington) to Asia Mobile Holdings Pte Ltd (AMH) for consideration value of US$ 200 million. This transaction was completed on July 25th, 2007.

August

The CSL Board of Directors’ meeting passed a resolution to approve the shares repurchase program for financial management purpose (Treasury Stock Program) at the maximum amount not exceeding Baht 225 million.

September

The Company has signed a Cooperation Agreement with TIME dotcom Berhad (TIME), Malaysia’s leading Telecom solutions provider, to deploy IPSTAR broadband satellite services in Malaysia and to operate the IPSTAR Malaysian gateway.

November

The Board of Directors’ meeting approved the establishment of a new subsidiary, Cambodian DTV Network Co., Ltd. (CDN) in Cambodia on November 14, 2007. CSL repurchased its shares in the total of 51.7 million shares (at a par value of 1 Baht per share) or equal to 8.3% of total paid-up capital of the Company at the amount of Baht 222.1 million. After this share repurchase program, CSL shares increase from 40.02% to 43.48%.

2008 March

The Company has signed two five-year contracts with Myanmar Posts and Telecommunications (MPT) for the additional bandwidth capacities on Thaicom 4 (“IPSTAR”) broadband satellite and on Thaicom 5 satellite for a total contract value of US$5 million.

April

At the Annual General Meeting of the Company shareholders, a resolution was passed approving the name change of the Company from “Shin Satellite Public Company Limited” (SATTEL) to “Thaicom Public Company Limited”(THCOM), which was registered with the Ministry of Commerce on April 10, 2008. The Company has used the new symbol on the Stock Exchange of Thailand (SET), “THCOM”. Part 2 Page 5

Form 56-1: 2008

Thaicom Public Co., Ltd.

Shin Broadband Internet (Thailand) Company Limited (SBI) changed its name to “DTV Service Company Limited” (“DTV”), which was registered with the Ministry of Commerce on April 23, 2008. August

On August 28, 2008, DTV acquired an additional 19,999 ordinary shares in NTU (Thailand) Company Limited (“NTU”) from SHIN at Baht 7 per share, equivalent to 16.67% of the paid-up share capital of NTU, at a total price of Baht 139,993. As a result of this acquisition, DTV owns interest in NTU 88.52%.

September

On September 8, 2008, the extraordinary shareholders’ meeting of DTV passed a resolution to approve the decrease of registered capital from Baht 947,285,000 to Baht 398,791,470; 39,879147 ordinary shares at Baht 10 each.

October

Lao Telecommunications Co., Ltd. (LTC), the largest telecommunication operator in Laos, officially launched the first 3G Mobile System on October 17, 2008.

November

The Company has inaugurated its eleventh IPSTAR Gateway in Manila, the Philippines.

December

The Company has signed a contract with Vietnam Telecom International (VTI), a subsidiary company of Vietnam Posts and Telecommunications (VNPT). The total contract value is worth US$3.45 million over 3 years. The Company has signed a renewal 10-Year contract with the Distance Learning Education via Satellite Foundation of Thailand (DLF) for three-quarters of one Ku-band transponder on the THAICOM 5 satellite to broadcast DLTV channels.

2009 January

Cambodia Shinawatra Co., Ltd. (“CamShin”), a subsidiary of Shenington (51% of its shares held by Thaicom), changed its name to “Mfone Co., Ltd” (Mfone) on January 12, 2009 and increased registered capital from US$19,200,000 to US$24,000,000; 24,000,000 ordinary shares at US$1 each.

Part 2 Page 6

Form 56-1: 2008

Thaicom Public Co., Ltd.

Part 2 Page 2

Business Overview

THAICOM Public Company Limited operates three types of businesses satellite transponder leasing and related services, internet-related services and advertising services, and telephone-related services. Investment in all these businesses is considered long-term. The investment decision is based mainly on the fundamentals of the business to be invested, including future business trends. Moreover, the Company’s investment policy is to be the major shareholder in its investments (whenever possible). The aim is to have overall management authority and to set the business direction of its subsidiaries and associated companies.

Income Structure of 2008

Satellite and related services Telephone services Internet and media services Other income Share of profits from investment accounted for using the equity method

64.11% 26.96% 7.04% 0.95% 0.94%

Satellite Transponder Leasing and Related Services Thaicom has been granted the right to operate the national satellite communications project for 30-year under the Satellite Agreement for the Operation of Domestic Communication Satellite from the Ministry of Information and Communication Technology ("MICT"), expiring in 2021. Currently, the Company operates four satellites including Thaicom 1A, Thaicom 2, Thaicom 4 (IPSTAR), and Thaicom 5. Thaicom 1A, 2, and 5 are termed “conventional” satellites, providing broadcasting and telecommunications services over a wide coverage area stretching from Europe to Australia. These satellites are used for television broadcasting, Direct-to-Home (“DTH”) broadcasting, and telecommunication services. Thaicom 4 (IPSTAR) offers a variety of the high-speed broadband satellite solutions via Internet Protocol (“IP”) network throughout the Asia-Pacific Region. Such services include voice, data, and video applications for corporate and consumers at affordable prices.

THAICOM Plc. founded a number of subsidiaries to provide satellite and related services. IPSTAR Company Limited ("IPSTAR CO") was set up to operate and distribute IPSTAR satellite transponders leases. IPSTAR International Pte., Ltd. and IPSTAR Global Services Ltd. were formed to provide Thaicom 4 (IPSTAR) Satellite bandwidth. These two companies have yet not operated. Spacecode LLC ("Spacecode") provides engineering, telecommunication technology and electronic services. IPSTAR Australia Pty Limited ("IPA") provides broadband satellite services in Australia. IPSTAR New Zealand Limited ("IPNZ") operates IPSTAR gateway and services in New Zealand. Star Nucleus Co., Ltd. ("STAR") was formed to provide broadband technology compatible with the Thaicom 4 (IPSTAR) satellite. At present, “STAR” has not yet registered its share capital or started operation. To strengthen its satellite business, in 2007, THAICOM Plc. launched a new product and service called “DTV” through its wholly-owned subsidiary, DTV Service Company Limited. DTV (or known as "Yellow Dish" in the market) is a low-cost Ku-band satellite dish set able to receive free-to-air television programs with no monthly fees with the concept of “An affordable Satellite TV Dish for Every Home”. At present, DTV has distributed more than 350,000 DTV sets throughout Thailand. In 2008, THAICOM established another subsidiary named Cambodian DTV Network Limited (“CDN”) to provide DTV product and service called “TECHODTV” for the Cambodian market. TECHO-DTV is the first Direct-to-Home service in Cambodia.

Internet-Related Services and Advertising Services Thaicom Plc. provides internet-related businesses through its subsidiaries/associated companies/joint venture companies including CS LOXINFO Public Company Limited ("CSL"), with a concession from CAT Telecom Plc. ("CAT") granting it the exclusive license to provide television transponder services via satellite and internet via satellite for 22 years, expiring in 2016. However, at present, licenses to provide internet service will be under authority of the National Telecommunications Commission (NTC). CSL was granted a 1-year period license (Type I) from NTC to operate internet access services, starting from 8 September 2008; and 5-year period license (Type II), starting from 26 April 2007. In addition, CSL was also granted a 5-year period license (Type I) and a 15-year period license (Type III) for telecommunications service, expiring in 2012 and 2022, respectively. Under NTC’s conditions, if the authorized licensee is not in violation of the conditions as specified in the license, NTC will renew the license in a normal process. CSL has major services including Internet services via Leased Circuit/Leased Line, High-speed Internet services via telephone line (ADSL), High-speed

Internet services via satellite network (IPSTAR), and Internet services via telephone line (Dial-up), Internet Data Center (IDC), Internet value added services, and Uplink/ Downlink services. To further expand its business line, CSL has invested in several companies including AD Venture Company Limited (“ADV”) which CSL hold 99.99% stake of the shares. ADV was a holding company which owned 99.99% stake of the shares in Shineedotcom Co., Ltd. (“SHINEE”). SHINEE provides information and entertainment contents on mobile; and owns a famous Thai portal site, hunsa.com. In 2007, CSL has invested 60% on Watta Classifieds Co., Ltd. (“WATTA”). WATTA is a publisher and distributor of 15 publications such as World Today Newspaper and Watta Classifieds magazine. Presently, WATTA leads in advertising services through these publications, mobile, and internet. With regards to advertising services through the YellowPages products, THAICOM has invested in Teleinfo Media Plc. (“TMC”) through CS LOXINFO, TMC provides a White Pages Telephone Directory and a YellowPages Telephone Directory (printing and distribution), and other media services. Additionally, TMC provides telephone subscribers’ profile with its call center1188 and 1900 222 xxx for general and entertainment purposes. THAICOM also provides internet services in Lao P.D.R. through Lao Telecommunications Company Limited ("LTC") and in Cambodia through Mfone Company Limited ("Mfone"). Telephone-Related Services

THAICOM Plc. is a provider of telephone-related services through an investment in Shenington Investments Pte Ltd. ("Shennington"), which is a holding company. Its main objective is to invest in international telecommunications. Shenington has invested in two companies including Lao Telecommunications Company Limited and Mfone Company Limited. THAICOM hold 51% stake of the shares in Shenington, and Asia Mobile Holdings Pte., Ltd. (“AMH”), a joint venture between Qatar Telecom and ST Telemedia, hold 49%. Lao Telecommunications Company Limited ("LTC") is a joint venture company between the Government of Lao PDR (51%) and Shenington Investments Pte Ltd. (49%). LTC has a 25-year license, expiring in 2021, to provide comprehensive telecommunications services using the latest digital technology for Laos including fixed line telephone, cellular phone, international calling service, and internet service. LTC offers the services as the following: • Basic Telephone Service including Fixed line, Public Telephone service (Card Phone), CDMA (WLL) or Win Phone, and Rural Telephone services.

•

Mobile Phone Service including Digital Network mobile telephone GSM 900 & 1800 MHz and 3G Network, post-paid and pre-paid (Lao GSM, GSM Platinum, M Phone and We Fly). Each group attracts different customers.

•

Internet & Data Service including IPSTAR: high-speed two-way broadband internet signal via satellite, ADSL: broadband internet technology, Conventional Dial up internet and Prepaid Internet on its One4Click prepaid card, Internet via our CDMA Win Phone Network and Data Lease Line Service.

•

International Telecommunications including the international call services by dialing prefix 133 for post-paid and 131 for pre-paid using the IntCard, International Roaming and International SMS (short message service)

Mfone Company Limited ("Mfone") (formerly named Cambodia Shinawatra) was granted a 35-year concession from the Cambodia Government, expiring in 2028, to provide fixed-line telephone and mobile phone services. At present, Mfone’s services cover all major towns and cities, especially at tourist attractions and Cambodia-Thailand and Cambodia-Vietnam cross-border trade areas. These include the following: •

Mfone service, which is a premium brand for mobile subscribers offering Mfone3G, the 3G service for Cambodia.

•

iS1 service offers the varieties of Internet solutions to the customers including its brand names as AirMAX (Broadband Wireless SolutionsX, DMAX (Broadband xDSL) and IPSTAR (Broadband Satellite).

•

CFone service offers fixed phone services (CDMA450 technology) covering 24 provinces all over country with more than 91 base stations.

Form 56-1: 2008

Thaicom Public Co., Ltd.

Income Structure Income structure of Thaicom and subsidiaries from 2006-2008 Unit: Million Baht

Type of Business

Operating Company

% held by Thaicom

Satellite and related services Internet and media services

Thaicom and IPSTAR Group DTV Service 99.99 Shenington Investments Group 51.00 N.T.U. 88.52 Telephone services Shenington 51.00 Investments Group Share of net results from investments - equity method Gain on sales of investiment Other revenue Total revenue

2006 2007 2008 Revenue % Revenue % Revenue % 4,360 61.67 3,980 33.88 4,583 64.12 80

1.13

243

2.07

503

7.04

2,406

34.03

2,212

18.83

1,927

26.96

86 138 7,070

1.22 105 5,127 1.95 82 100.00 11,749

0.89 43.64 0.70 100.00

67 68 7,148

0.94 0.94 100.00

Note: 1. CSL has acquired its shareholding in TMC from 63.25% to 100% since Q2/2005. 2. CSL had held 60% stake in Watta since Q2/2007 and further acquired its shareholding in ADV from 60% to 99.99% since Q4/2006. 3. Thaicom has decreased in its stake in Shenington from 100% to 51% since 25 July 2007.

Sales and services income by geography from 2006 â&#x20AC;&#x201C; 2008 Unit: Million Baht Country Thailand Cambodia Lao P.D.R. Australia Others Total

2006

2007

2008

2,950 1,469 1,115 408 904 6,846

2,313 1,364 1,035 962 761 6,435

2,672 1,490 698 1,183 970 7,013

Form 56-1: 2008

Thaicom Public Co., Ltd.

The satellite transponder leasing and related services, which are the core business of the Company, comprise of two major groups of customers at year end 2008 as follows: Broadcasters

63.94%

Telecommunication service providers

36.06%

Broadcasters, representing - Television - Digital Ku-band Direct-to-Home (DTH) - Educational TV - Other broadcasting services

63.94% 42.76% 16.62% 2.02% 2.54%

Telecommunication service providers, representing - VSAT - Rural telephony service - Internet service - Cellular phone

36.06% 24.70% 2.60% 4.34% 4.42%

INDUSTRY OUTLOOK AND COMPETITION

Conventional Satellite Conventional Satellite Transponder Service Broadcasting

2 2 3

Global Broadband Industry Asia‐Pacific Overview Thailand’s Internet Broadband Industry Myanmar’s Internet Broadband Industry Cambodia’s Internet Broadband Industry Laos’ Internet Broadband Industry Vietnam’s Internet Broadband Industry China’s Broadband Internet Industry India’s Broadband Internet Industry Australia and New Zealand’s Internet Broadband Industry Malaysia’s Broadband Internet Industry South Korea’s Broadband Internet Industry Japan’s Broadband Internet Industry The Philippines and Indonesia’s Broadband Internet Industry New Products & Services

4 4 6 7 7 7 8 8 9 9 10 11 11 12 12

An Outlook of the IPSTAR Ground System Expansion and Distribution IPSTAR Gateway Implementation IPSTAR User Terminal Deployment IPSTAR User Terminal Product Development Marketing Strategy

13 13 13 14 14

Industry Outlook and Competition

Conventional Satellite Conventional Satellite Transponder Service As compared to the extended C‐band frequency, the conventional satellite industry has experienced an increase in the demand for satellite communications transmitted under the standard C‐band frequency, resulting to higher revenue for satellite service providers and operators. In addition, the demand for Ku‐ band transponders has increased due to the continuous growth in the Direct‐to‐Home (DTH) segment in many regions, as well as the introduction of the satellite‐based High Definition Television (HDTV) which requires higher satellite bandwidth. In general, the broadcasting segment, both the C‐band Channel Distribution and the Ku‐band DTH businesses, still dominates the current conventional satellite market. Figure 1: Global High Definition Transponder Capacity Demand 2004‐2010

Through the expansion of the satellite market, THAICOM is facing fierce competition, both from the existing regional satellite operators – such as Asiasat (Hong Kong), APT Satellite (Hong Kong), Measat (Malaysia) and SES New Skies (Netherlands) – and the new participants such as Protostar (USA) and Vinasat (Vietnam). 2

Broadcasting THAICOM positions itself as a ‘Hot Bird’ for having the prime orbital slot at 78.5 degrees East and strategically places itself as a key player in Asia’s broadcasting industry – in terms of the number of viewers and TV channels under the satellite platform. In 2008, THAICOM focuses on both domestic and international broadcasting markets, resulting to a significant business growth. Currently, the total number of TV channels under the THAICOM satellite platform has increased from 243 channels in 2007 to 264 channels at the end of 2008. Figure 2: Total number of TV channels under THAICOM satellite platform in 2005 ‐ 2008

VDO Channels on Thaicom Num. of Channels

300 250 200 264

150 100

160

215

243

50 0 2005

2006

2007

2008

year

In 2008, THAICOM’s key customers in the broadcasting business are still the local Free‐to‐Air (FTA) and Pay TV broadcasters and channel/content operators. Through its subsidiary, THAICOM has deployed the company‐developed Integrated Receiver Decoders (IRD) for receiving free TV channels in Cambodia and Laos. This strategic move is aimed to strengthen THAICOM’s Ku‐band DTH platform in Indochina. With regards to the C‐band Distribution segment, the Company has focused in Indochina and South Asia regions. The Company has the largest market share in Indochina and is one of the top satellite operators in South Asia. Moreover, the Company has developed business models with its teleport partners from Europe and South Asia to provide competitive, end‐to‐end broadcast services in Asia, Africa, Australia and Europe. 3

Thaicom has successfully maintained its Global Digital TV Network, a service where THAICOM makes use of other satellites to deliver TV channels to other continents like North America, Europe and Australia. Moreover, the Company also provides System Integration service – which includes the designing, procuring, and installing of equipment and transmission system – mainly to its foreign customers. The Company has set a goal to emphasize and accelerate the broadcasting market in Thailand, Indochina and South Asia’s, as well as to explore opportunities in new markets such as Africa by 2009. In Thailand, the new Broadcasting Act B.E.2551/C.E.2008 has been imposed. The legislation permits the government to regulate the frequency allocation and allows the National Telecommunication Committee (NTC) to issue temporary licenses to new TV operators. The liberalization will provide opportunities for Thai TV operators and content providers to enter the market, resulting in a higher industry’s value. With regards to the foreign market, the Company considers the South Asian and African regions as the emerging satellite markets, with high potential of growth for DTH and Channel Distribution services – segments that are expected to grow massively within 1 to 2 years.

Global Broadband Industry Asia‐Pacific Overview Asia‐Pacific is the world’s leading region in terms of telecommunication infrastructure, and Information and Communication Technology (ICT) development. The number of phone lines in the region has increased 70% from 2000 to 2007. In March 2008, Asia‐Pacific has a total of more than 2 billion phone subscribers; of these, 630 million are fixed‐line while the remaining users are mobile phone subscribers. In terms of fixed‐line deployment, there are 365 million subscribers in China, representing more than half of the total regional subscriber base. Figure 3: Share of World Broadband Subscribers by Region in Q3 2008

Source: www.point‐topic.com Figure 4: Total Broadband by Technology in Q3 2008

Source: www.point‐topic.com In early 2008, the number of mobile cellular subscribers hits 1.4 billion, making Asia‐Pacific the region with the largest mobile phone market share. The growth of mobile cellular subscribers has been impressive, with a year‐on‐year growth average of 24% between 2000 and 2008. It is estimated to reach about 61% by the end of 2008. In mid‐2008, China and India alone have over 600 and 280 million mobile phone subscribers respectively, representing a quarter of the world’s total subscribers. With a regional penetration rate approaching to 40%, almost 2 out of 5 people living in Asia‐Pacific enjoy the benefits of mobile telephony today. 5

In terms of broadband access, Asia‐Pacific has also made remarkable progress in the past few years with broadband subscribers growing almost fivefold within 5 years, from 27 million in 2003 to 133 million at the beginning of 2008. In Asia‐Pacific, the people living in developed countries can easily avail a high speed and low cost broadband connection, and enjoy an Internet penetration rate of 15‐30 subscribers per 100 people. However, broadband access in the developing countries is limited only to urban areas, and has low or negligible penetration rate. But with 65 million broadband subscribers living in China, accounting over half of Asia‐Pacific and almost 90% of the developing countries’ total subscribers, the number of broadband subscribers in the developing countries outnumbers those in the region’s developed countries. On average, 70% of the population in developing countries lives in the rural area. At present, satellites are primarily used for broadcasting service, most especially in providing communication link to rural and remote areas where no network infrastructure is available to offer broadband service. A widening digital divide gap between urban and rural areas still exists on some countries, like in the case of China, where there is a lack of both economic feasibility and political urgency for the government to provide telephone and broadband services nationwide. However, due to the region’s fast‐growing population, economy and Internet penetration, service providers in countries like Malaysia, Philippines, Vietnam and Myanmar are now expanding telephony and broadband services to remote and isolated areas. Thailand’s Internet Broadband Industry In 2005, THAICOM had chosen the TOT Public Company Limited (TOT), the largest telecommunication service provider in the country, as the National Service Operator (NSO) for IPSTAR in Thailand. The implication of such undertaking is for TOT to be an exclusive partner with a long‐term contract to lease 50% of IPSTAR bandwidth capacity over Thailand. Aside from TOT, other major service providers in the country include Acumen Co. Ltd., CS Loxinfo Plc., Samart Telcoms Plc., and CAT Telecom Plc. Today, TOT has utilized IPSTAR in many governmental, Universal Service Obligation (USO) and non‐governmental vertical projects in Thailand – such as rural telephony, SchoolNet, Ministry of Education Network (MOENet) and the Internet Tambon project. IPSTAR bandwidth usage is growing rapidly, especially in support for TOT’s expansion project in the northeastern part of Thailand. In addition, THAICOM has started utilizing IPSTAR for Multi‐Dwelling Unit (MDU) application. The IPSTAR’s MDU service delivers high‐definition video contents via satellite directly to a Set‐Top Box (STB) by using a push Video‐on‐Demand (VoD) technology. Currently, over 1000 sets have been installed to different hotels and resorts throughout the country. 6

Myanmar’s Internet Broadband Industry In the latter period of 2008, the number of Internet users increased to a total of 40,000 in Myanmar. This figure represents approximately 0.08% of the country’s 47.8 million population. (Source: www.intetnetworldstats.com). As the National Service Operator (NSO) in the country, Myanmar Posts and Telecommunications (MPT) is the only distribution channel engaging in providing IPSTAR services directly to other local service partners and resellers. Currently, MPT has 4 key service partners in Myanmar, namely GlobalNet, MMG Technologies, Myanmar World Distribution, and FISCA. The main IPSTAR services deployed in Myanmar are Voice over IP (VoIP), which amounts to 1,000 subscribers, and broadband Internet – accounting to 200 subscribers. To enhance IPSTAR’s quality of service nationwide, THAICOM is planning to shift user terminals using the IPSTAR first generation service to the second generation service by 2009. Cambodia’s Internet Broadband Industry As of 2008, the total population of Cambodia reached 14.2 million. From this figure, approximately 70,000 are Internet users. Internet penetration rate in the country is a mere 0.5% in 2008, but compared to the previous year, the number of Internet users has grown to 75% ‐ showing that there is a significant increase on Internet use among Cambodians (Source: www.Internetworldstats.com). Since April 2007, IPSTAR’s second generation service was launched in the country, with Mfone as the IPSTAR gateway operator. Today, a total of 1,700 IPSTAR user terminals have been deployed nationwide by service providers, Mfone, Cogetel and Telecom Cambodia. Laos’ Internet Broadband Industry Laos has among lowest telecom penetration rates in the entire Asian region. This is primarily due to the country’s inadequate telecom infrastructure limited by the country’s economy and geographic condition. However, with Lao Telecom’s rural connectivity projects, IPSTAR service has been deployed in far‐flung, remote areas to deliver not only broadband Internet, but also Voice over IP (VoIP) and mobile backhaul services. As a result, IPSTAR’s bandwidth utilization in Laos has increased to 60% and the number of the IPSTAR user terminals deployed for GSM backhaul raised to 50%. In addition, THAICOM will support a rural telephony project in Laos which will provide low cost, high quality voice service throughout the country. 7

Vietnam’s Internet Broadband Industry Vietnam is considered as one of the fastest growing broadband Internet markets in Asia, having a total of 20 million Internet users – constituting to 23.3% of the country’s population (Source: www.Internetworldstats.com). The Vietnamese government supports rural connectivity projects that help bridge the digital divide in the country, and it plans to use IPSTAR for future government projects. In December 2008, THAICOM closed a contract with Vietnam Telecom International (VTI) for an additional IPSTAR capacity of 76 Mbps. The signed agreement will further enable VTI to offer and boost IPSTAR services – such as broadband Internet, mobile backhaul and rural telephony – throughout the country. China’s Broadband Internet Industry As of June 2008, China Internet Network Information Center (CNNIC) reported that China has 253 million Internet users with 19.0% Internet penetration rate – slightly lower than the average global rate of 21.1%. In the first half of 2008, the number of Internet users has achieved an unprecedented growth rate of 56.2%, a total increase of 43 million users in the country. Today, China has the highest number of Internet users in the world, surpassing the United States with user estimates not exceeding 230 million. In terms of Internet access, broadband is by far the most widely used technology in China – totaling up to 84.7% out of the 253 million Internet users. At present, the number of users surfing the Internet through their mobile phones has also increased to 73.05 million or 28.9% of the total Internet users. Despite such significant increase in Internet usage, there still remains a wide digital divide gap between the urban and rural areas in China. The CNNIC reported that in early 2008, the number of urban and rural Internet users reaches 75% and 25% respectively. Due to the large geographic region which China encompasses, the slow deployment of Internet infrastructure in rural areas has not been properly addressed by the government. Therefore, China’s rural population presents a huge market potential for IPSTAR – since satellite communications can provide a cost‐effective alternative to prohibitive, unavailable land‐based Internet infrastructures. (Source: www.cnnic.cn). Since January 2007, IPSTAR commenced commercial services in China with its partner, China Satellite Communications Corporation (China Satcom), a major satellite provider in the country. Today, IPSTAR is deployed throughout the country primarily for vertical market. IPSTAR has also shown that it can enhance satellite’s roles and contributions to disaster recovery and emergency communications during 8

Sichaun earthquake.THAICOM has been working from ground up with local telecom partners to further commercialize IPSTAR services in the country, and in the process, to build up a group of distribution channels in China. Moreover, IPSTAR has been working in close collaboration with its local partners to convey the importance of developing and launching a successful Universal Service Obligation (USO) program in the country.

India’s Broadband Internet Industry India’s current telecommunication sector is a reflection of the government’s successful liberalization of the industry. Prior to 2001, Videsh Sanchar Nigam Ltd. (VSNL) was the only private telecom company in the country – aside from state‐run companies, Bharat Sanchar Nigam Ltd. (BSNL), and Mahanagar Telephone Nigam Ltd. (MTNL). Today, however, the Indian market is open to both domestic and international telecom service providers. From 2004 to 2005, India experienced large scales ADSL rollout throughout the country. Since then, the country’s broadband penetration rate has seen a two‐digit growth in the next years. From March 2007 to March 2008, the number of broadband subscribers have grown to approximately 67% (Source: www.trai.gov.in) Mobile phone subscription growth has also surpassed fixed line service, with India’s mobile phone segment adding up 8.217 million new subscribers in December 2007 alone. Moreover, wireless subscribers for GSM, CDMA and WLL(F) reach 234 million, higher than the 2006 figure of 50 million – making India as the 2nd country with the largest wireless network (Source: www.point‐ topic.com). Meanwhile, the fixed‐line sector has experienced a decrease in subscription from 2006 to early 2008 – from 41 million subscribers to 39 million (Source: www.trai.gov.in). With India’s growing demand for broadband connectivity, service providers can utilize the IPSTAR as backhaul for various government and customer‐based solutions – such as rural telephony, mobile backhaul and high speed Internet.

Australia and New Zealand’s Internet Broadband Industry The household penetration of Internet is relatively high in developed countries, such as Australia and New Zealand. The high availability of computers among households and the high priority placed by governments on the policies that promote broadband Internet access serve as driving factors for the increasing use of Internet in both countries. 9

IPSTAR Australia Pty Ltd. (IPA), a wholly‐owned subsidiary of THAICOM, is the National Service Provider (NSO) of IPSTAR in Australia. Today, several IPSTAR service providers in the country – such as the Australian Private Networks (APN), Broadband Wireless Pty Ltd.. SkyMesh Pty Ltd., Westnet Pty Ltd., and Westvic Broadband Pty Ltd. – have been granted by the government to support the Australian Broadband Guarantee (ABG), a program that provides subsidies to Internet service providers to deliver broadband Internet service to underserved, rural areas in the country. IPSTAR New Zealand Limited (IPNZ), another wholly‐owned subsidiary of THAICOM, was set up to provide IPSTAR services in New Zealand. The IPNZ has appointed BayCity Communications (BayCity) as the National Service Operator (NSO) for IPSTAR services throughout New Zealand, by targeting the market in farming business and the rural households. To increase the consumer uptake, BayCity has launched the new satellite broadband Internet service in 2008, called “Rocket Broadband”. Moreover, Voice Link, a value‐added Voice over IP (VoIP) service for Rocket Broadband, is also offered by BayCity throughout New Zealand. Malaysia’s Broadband Internet Industry Malaysia has a population of 25.3 million. According to the Malaysian Communications and Media Commission (MCMC), the number of Internet users in the country has reached to 14.9 million in 2008 with penetration rate of 59.0%, higher than the previous year’s 13.5 million users with 47.8% penetration rate. The Malaysian government implemented the Universal Service Provision (USP) with the prime objective of minimizing the digital divide in the country. USP is divided into 3 major phases. The objective of Phase 1 is to provide basic telephony service to underserved areas in 89 districts, where Public Switched Telephone Network (PSTN) subscriber penetration rate reaches to 20%, while the emphasis of Phase 2 is on the provision of satellite broadband Internet for 87 districts in the country. In addition, Phase 3 will enable the government to provide Internet connection to libraries and USP communication centers nationwide. In 2007, THAICOM formed a strategic partnership with TIME dotCom Berhad, an established telecommunication company with well‐developed distribution networks and market in Malaysia. With close cooperation with TIME dotCom, IPSTAR will be deploying satellite broadband services in 2009 into various market segments – such as the enterprise and SME markets, and those of the USP‐based government projects.

South Korea’s Broadband Internet Industry South Korea remains one of the countries with the highest broadband penetration rates in the world. With household rate at 97.17% and penetration rate per population at 31.75% in 2Q 2008, South Korea takes the 2nd and 7th spots in the global ranking respectively (Source: www.websiteoptimization.com). IPSTAR’s market opportunity in South Korea lies in the provision of cost‐effective satellite backhaul for Digital Video Broadcast (DVB) service. With the Ministry of Information and Communication and the Korean Broadcasting Commission’s future plan to shift 1.9 million analog subscriber lines to digital platform by 2012, IPSTAR still have a huge market potential in providing DVB service throughout South Korea. THAICOM has formed a partnership with OCL Solution Inc. of Korea, a leading VSAT operator in the country, to establish South Korea’s IPSTAR gateway in May 2008. THAICOM, along with OCL, is now delivering TV broadcasting signals to cable headends and backup services – with the help of various local service providers which include TV stations and broadcasters such as LG Dacom Co., STN Ltd., and Cudo. Currently, IPSTAR is looking forward to expand its market to other potential service providers in South Korea. Japan’s Broadband Internet Industry In well‐developed markets where only specialized market opportunity exists for service providers, IPSTAR is required to provide services in more particular areas, such as those of rural connectivity and disaster management. These are IPSTAR’s main target markets in Japan – a country where telecommunication infrastructure is extremely advanced, Internet penetration rate is relatively high and broadband subscription price is continuously decreasing. In 2Q 2008, the household penetration rate of Internet in the country grew from 51% in 2007 to 61% (Source: www.websiteoptimization.com). Japan is one of the countries with the most well‐established Fiber‐To‐The‐Home (FTTH) connections – with a growth of 4% from the previous year (Source: www.tmcnet.com) – accounting to 11 million subscribers or 31% of all household Internet connections, and exceeding that of ADSL’s deployment rate which fell from 28% to 19%. Partnerships with local service providers in Japan will be established by 1Q 2009 and IPSTAR service is scheduled to commence by 2Q 2009 in the country focusing on the Japanese’s government initiative to provide broadband services to remote households nationwide.

The Philippines and Indonesia’s Broadband Internet Industry In the Philippines, the Internet penetration rate in 2008 is at 15% ‐ lower compared with Indonesia’s 25% rate. But in contrast with other countries in Asia, the Philippines’ Internet utilization rate has been increasing steadily, making it the 10th country with the most Internet users in Asia. Indonesia, a country which is forecasted to have 80 million Internet users by 2010, takes the 5th spot in the ranking (Source: www.internetworldstats.com). Consisted of geographically dispersed groups of islands with limited access to reliable network infrastructure, the Philippines and Indonesia provide IPSTAR the opportunity to deliver and expand broadband satellite service in both markets – the most efficient and cost‐effective solution in connecting remote and rural areas to high speed Internet. Previously, IPSTAR had been using its first generation gateway in Taiwan to deliver high speed Internet access in the Philippines. However in 2007, IPSTAR had entered into an agreement with TNRI, a telecommunication service provider in the Philippines, to offer broadband service in the country by using the IPSTAR satellite – launched into orbit in August 2005. The IPSTAR gateway in the Philippines is now completed and fully operational, with the inauguration event took place at Manila in November 2008. Moreover, with the new commercial deal signed in 4Q 2008 with the service provider WIT, IPSTAR has successfully launched the new retail broadband Internet package in the Philippines, called ‘IPSTAR BigSky'. New Products & Services IPSTAR’s rural telephony solution helps telephone operators to expand their networks to far‐flung, isolated areas and to connect remote villages to the world. By using the IPSTAR satellite to deliver fixed‐ line telephone service for Universal Service Obligation (USO) projects and commercial rollout, telecom providers and operators benefit from its reliability and cost‐effectiveness. Currently, IPSTAR and service partners have successfully deployed rural telephony projects in Thailand, Myanmar and Vietnam, and are pursuing opportunities in China, New Zealand, Australia, Malaysia and Cambodia. IPSTAR delivers mini‐ADSL service that helps Internet service providers to substantially reduce investment capital and operational expenditure. The mini‐ADSL system can utilize a single IPSTAR network as backhaul – allowing Internet subscribers to share the operational cost, enabling service providers to surpass revenue margin and providing higher return of investment. Being essential to 12

information‐sharing and economic growth, governments of many countries provide USO programs – such as the Australian Broadband Guarantee – that grant subsidies to Internet service providers to deliver broadband connection in rural areas. IPSTAR is currently working closely with both service providers and government sectors of Australia, New Zealand, China, Thailand, Philippines, Indonesia and Malaysia. Mobile Backhauling via IPSTAR satellite backhaul opens up new opportunities for mobile phone carriers to deliver wireless telephony service to areas with limited access to telecommunication infrastructure. IPSTAR mobile backhaul is a cost‐effective solution for TELCOs and governments to provide high quality voice service in the rural area. This solution is now serving mobile phone carriers in Thailand, Laos and Cambodia. Additionally, IPSTAR is looking forward for significant business opportunities in the emerging rural mobile communication markets of China, India, Indonesia and Vietnam.

An Outlook of the IPSTAR Ground System Expansion and Distribution IPSTAR Gateway Implementation In 2008, the Korean, Malaysian, and Philippine gateways have been fully operational to provide IPSTAR services – apart from the 10 existing IPSTAR gateways in Australia, Cambodia, China, Myanmar, New Zealand, Thailand and Vietnam. IPSTAR will continue to expand its service coverage with the construction of additional gateways in India, Indonesia, Japan, and Taiwan by 2009.

IPSTAR User Terminal Deployment In 2008, the increase in the number of IPSTAR user terminal sales is due to the increase in demand for broadband internet, VoIP and broadband applications. In considering the revenues generated from the top two countries, namely Australia and Thailand, the total number of user terminals purchased in these two countries alone totals well beyond 40,000 sets. Supported by the Australian government’s subsidy program, IPSTAR is able to deliver broadband packages to rural Australian residents at affordable prices, matching the program’s requirement to grant broadband access to people situated in remote areas. Moreover, TOT, a major telecommunication operator in Thailand, has dispatched more than 15,000 sets of IPSTAR user terminals during the process of expanding its broadband internet customers and complementing existing telephone network. As the company is nearing the completion of its final gateways across 14 countries in Asia‐Pacific as part of the final roll‐out plan within 2009, growth for IPSTAR sales are expected to peak and enable the company’s revenue to new heights.

IPSTAR User Terminal Product Development With vast deployment of iCON user terminal since its introduction in 2007, iCON satisfies the market with its cost‐effectiveness, compact design and high performance – factors that contribute to IPSTAR’s successful expansion in domestic and offshore markets. In 2008, IPSTAR focuses on strategies to lessen the costs of IPSTAR’s outdoor and indoor units. To serve the existing markets more effectively, IPSTAR will introduce a new user terminal – Enterprise Series with a built‐in MaXX feature – by the end of 2009. With the new features of the Enterprise Series, it will allow Internet users to gain advantage of TCP Accelerator (TCP‐A), a function that enables seamless enterprise‐class communications and extends the IPSTAR’s user terminal capacity to handle more than 1,000 simultaneous TCP sessions. Marketing Strategy During the year 2008, IPSTAR has successfully launched services in all countries, except that of India, Indonesia, Japan, and Taiwan with a total of 18 IPSTAR gateways covered by the IPSTAR satellites footprint. THAICOM plans to complete the service launch of the four remaining countries by 2009, this will complete the 14 countries designed coverage of the IPSTAR Satellite across the Asia‐Pacific Region. For the year 2009, THAICOM has several key strategic directions in place in promoting the commercialization and development of IPSTAR services within the region. As one of the strategies for 2009, the ‘Telco Strategy’ will be implemented in various countries through the engagement with Telecom operators, specifically proposing backhaul solution for mobile, telephony and ADSL network solutions targeted at the demographics in the rural area which do not have existing telecommunication infrastructure. An example of the targeted countries for this strategy for the year 2009 are the China and India market, where by the THAICOM’s partners are large telecommunication operators, the targeted strategy will be the exploration in providing services to aid in the expansion of the operators 2nd Generation (2G) and 3rd Generation (3G) networks for rural area coverage. As part of the ‘Universal Service Obligation Strategy’ (USO), THAICOM plans to engage directly with key government ministries in order to target USO funded initiatives for both broadband and rural telephony. The aim is to primarily target countries with USO funds available, these includes countries such as Australia, New Zealand, China, India, Indonesia, Malaysia, Vietnam, Thailand and Japan. 14

Moreover, THAICOM will focus on the six IPSTAR product applications applicable in the IPSTAR market. Through the ‘Retail strategy’ THAICOM plans to establish local retail markets though partnerships with local Service Providers, with IPSTAR applications aimed at consumers/SMEs, emphasizing on the use of IPSTAR as DSL Backhaul for telecom operators. The ‘Rural Telephony’ strategy will be aimed at providing basic fixed line infrastructure to remote villages and households. The USO strategy will be targeting USO funded initiatives for rural telecommunication development projects, aimed at providing broadband and rural telephony services for rural areas. Under the Government & Enterprise strategy, solution providers or system integrators who are specialized in Government & Enterprise Networks with applications which demand for high bandwidth consumption such as in Virtual Private Network applications. Through the Mobile Backhaul strategy, the aim is to engage incumbent mobile operators to deploy IPSTAR Mobile Backhaul Solutions, focusing on partners whom are expecting to expand their rural network coverage, and partnering with key mobile network vendors such as Huawei and ZTE in order to accomplish type approval of IPSTAR system with key mobile systems such as 3G‐UMTS and CDMA‐EVDO for further future potential. Finally, as part of the Broadcast strategy, THAICOM aims to provide viable and proven solutions for DVB services specifically for Satellite News Gathering (SNG), targeting both local and regional broadcasters.

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

Risk Factors Technology and Operating Risks In-Orbit Failure The satellite is state of the art technology and engineering. Once launched into orbit, the satellite will be under some risks such as a system failure, solar discharges or a collision with other objects in space. These damages will affect the Company’s service to the customers. It will degrade, temporarily or permanently, the satellite’s performance to uplink and downlink the signals. The Company may lose the current customers and/or may not acquire new customers while replacing the damaged satellite. However, all satellites are designed to some extents withstand a certain amount of damages. The probability of satellites suffering a severe damage to the point of complete failure is very rare. Thaicom maintains a contingency plan to minimize the adverse effects to the customers in the case of a severe damage to the satellite. These include transferring the customers as many as possible to the available transponders on the remaining Thaicom satellites. The Company has also made the agreements with other satellite operators on a temporary leasing of its transponders until the launch of the replacement satellite. Normally, the construction period of a new satellite will take approximately18-30months depends on the complexity and size of the satellite. The Company is aware of the potential risks of satellites in geo-stationary orbit; therefore, it minimizes such risks by fully insuring the Thaicom satellites. Under the Build-Transfer-Operate Concession of the national satellite, the Ministry of Information and Communication Technology (“ICT”) and Thaicom are co-beneficiaries. ICT is the owner of the satellite assets while the Company owns the right to operate them. The insurance policy is for full coverage with partial loss, meaning that the Company can immediately make a claim when the satellite is partially damaged. The insured value equals to the satellite’s book value on the insured date. However, the insured value does not cover a compensation for the loss of revenue, to the Company or its customers, owing to the satellite’s damage. This could possibly affect the Company’s operational performance. Insured Value Project Satellite Insured value Period (Million USD) Thaicom 1A 3.826 June 2008 - July 2009 Thaicom 2 7.719 June 2008- June 2009 Thaicom 4 (IPSTAR) 300.000 August 2008 - August 2009 Thaicom 5 87.805 May 2008 - May 2009

Part 2 Page 2

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

However, the insurance policy shall not cover the damages to/or the loss of the satellite caused by/or resulting from: 1. War, invasion, defence, acts leading to war made by the government, or military action 2. Anti-satellite equipment, atomic-bomb, or nuclear-related equipment 3. Rebellion, uprising, riot, strike, revolution, civil war, or terrorism 4. Seizure by government agencies 5. Nuclear reaction, radiation by radioactive waste, which, directly or indirectly, cause loss/damage to the satellite, but except for radiation naturally occurring in the space environment 6. Electromagnetic or radio frequency interference 7. Intentional or wilful acts of the insured or the authorized person (s) that cause loss of or failure of the Satellite. Technological Changes Satellite broadcasting and telecommunications technologies change quickly, and often leads to reduce the investment costs. However, the conventional satellite technology has not changed that much. Therefore its changes will have less impact on the customers’ decisions to select Thaicom or other satellites. Certainly the competency of the operators is an important factor in wining the trust, and for a long term business relationship with the customers. The Company has continually developed and followed up the satellite broadcasting technology trends in order to prepare for the launch of the future satellite. Apart from the conventional satellite technology, the Company has push efforts on the research and development of the new technologies for the communications satellite and ground system. The IPSTAR satellite is one example. It is the first broadband satellite in Asia to support the demands of telecommunications networks, especially the Internet, in the Asia-Pacific region. The Company also updates its ground equipment regularly in order to keep pace with the latest developments in satellite technology. In addition, the Company continues to constantly develop the IPSTAR ground equipment, which includes the gateways and IPSTAR user terminals, to be more cost-effective and meet or exceed the expectations of the market. Service Lives of Satellites Although satellites generally have 12-16 years of service life, there are some factors that will be shortened their life expectancies. This takes into account the quality of the spacecraft, the sturdiness and the durability of its components, the launch vehicle, the efficiency of the launch process, the satellites’ fuel consumption and the operator skills in controlling the satellites under different conditions. The Company might lose its customers and revenues if the Thaicom Satellite has shorter service lives than expected and the Company cannot launch any replacement satellite in time. Part 2 Page 3

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

Thaicom satellite engineering team will regularly perform a calculation process for the remaining service lives of the satellites. If the remaining service life of a satellite is less than 5 years, the involved departments will be informed to deliberate on such issues as the budget for the construction of the replacement satellite, the source of financing and the return from investment. Reservation of Satellite Orbit and Frequency Coordination When the Company has a plan to launch a satellite into a new orbit, it will not be allowed to use the new orbit position until the satellite orbit reservation is filed. As the positions for satellites in geo-stationary orbit are limited, both reservation and frequency coordination are very important and come under the organization of a United Nation’s agency - the International Telecommunications Union (“ITU”), of which Thailand is a member. The Ministry of Information and Communication Technology (“ICT”) and the National Telecommunications Commission (“NTC”) are acting as an agent to negotiate and coordinate with others. Priority will be accorded to those who apply for orbit reservation first. Those Companies must launch their satellites within 7 years upon receiving approval. The limited orbital slots call for efficient use of resources through coordination of frequency. Such endeavour has become more and more complicated and time-consuming as transponder demand has risen, resulting in an increase in the number of geo-stationary satellites and their proximity of location. Therefore, the elimination or minimization of signal interference may require modification to the satellite design, changes to the service region, or modification to the ground equipment. These will cause technical limitations in some service areas or frequencies as referred to the Agreement on the Frequency Coordination. Operating Risk The satellite operation requires technical know-how and expertise of the engineering employees. The Company provides a comprehensive training process to ensure its employee has required skills and abilities to control and operate the satellites. For example, before sending the command to the satellites, the engineers have to check to ensure that there is no mistake in sending the commands. In case there is an error when sending the command to the satellite, the Company has a procedure and contingency plan in place for any corrective action. Even though there is little chance for an error in satellite operations, the operations are still performed by human, which could have some risks in making an error.

Business Risk Changes in laws, rules, regulations and Government policy Thaicom was incorporated and registered in Thailand to operate satellite telecommunications in the country under a concession. There is a business risk from the rise in competition due to the changes in the Government’s rules and regulations on satellite telecommunications license, as well as related Part 2 Page 4

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

telecommunications liberalization policies. In addition, other changes in laws, rules, regulations and policy of the Government can have significant impact, either directly or indirectly, on the Company’s businesses. Legal and Regulations Risks in Countries where THAICOM Operates At present, the globalization trend has created a more liberalized telecommunications landscape around the world. It has enabled Thaicom to expand the satellite telecommunications services to many countries. The Company strictly abides by the Rules, Regulations, Government Policy, or International Agreement as well as Telecommunications Law of the countries where it operates. The satellite telecommunications business in each country is strictly controlled by its Government and any changes to its policy and regulations including any change in the policy to providing supporter subsidy to the telecom industry may affect the Company’s license standing and business strategy. In addition, the changes in the policy and regulations of the ITU International Agreement, the Agreement in Asia-Pacific and the countries where the Company serves, can significantly impact the Company’s business opportunities, financial status, and performance. These changes can increase the operating cost and limit the Company’s business activities. Additionally, the Company may have a tax exposure arising from the change in tax law or the interpretation of tax law in each country. Whenever necessary, the Company hires and consults law firms in those countries for proper legal process and advice. Potential Loss of Major Customers Major source of the Company’s revenue comes from major customers who provide telecommunication services. In 2008, Company’s revenue from three major customers was 27.5% of the total revenues from the Company’s sales and services. In case one of these major customers have cancelled their services, not renewed the Contract, or renewed the Contract with additional terms and conditions whereas suffering the Company business. For example, they may reduce the service costs in the new Contract. Major customers may have financial problem that will delay their payment to the Company. These factors will affect the Company’s business. However, the major customer has never defaulted on payments to the Company as their television broadcasting programs must be on-air for the viewers. In addition, to change to other satellites service will bring technical hurdles as it requires to relocate or reposition the customer’s antennas from Thaicom satellites. The change to other satellites would be very cost prohibitive as well. These are important factors that the customers will not switch to use other satellites. The Increasing Demand of Satellite Service slower than forecasted Part 2 Page 5

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

The expansion of the Company’s conventional satellite business depends on the demand for television broadcasting services and development, which may not materialize as planned. However, the development on the television technology and high definition television services will increase demand for satellite services. In addition, the expansion of the broadband satellite or Thaicom 4 (IPSTAR) business; for instance, the development of IP communications services including data and multimedia, will depend on the growth of the demand of Internet Protocol (IP) communications as well as high-speed Internet access which may not materialize as forecasted. An insignificant increase in such demand is likely to create a negative impact on the Company’s, cash flow, or ability to repay debt in the future. The Company may also be challenged by other terrestrial communications services. Competition from Other Satellite Operators, Terrestrial Network Operators, and Internet Service Operators Even though the Company is the only satellite service operator in Thailand at present, the Authority may grant the same license to other satellite operators in the future. The Company’ major international customers are from Indochina and South Asia. In Indochina, major satellite competitors include such as AsiaSat, Intelsat, Apstar, New Skies, ABS and Measat. Some of these competitors have large footprint coverage areas and have a tremendous source of funds than the Company. In addition, some competitors are the operators in those countries, they will have the advantages on the laws and regulations and other related issues. The merger and acquisition of the satellite operators has also affected the Company. It will cause a highly competition in the market and lead to a price war of the transponder leasing services. The Company has also competed with terrestrial network operators such as fiber optic, DSL, microwave, VHF/UHF broadcasting, digital data services, value-added broadband services, etc. Normally, the terrestrial network services have charged lower than the satellite services. The competition with these terrestrial network operators will limit the Company’s price setting. Therefore the Company may loss the existing customers to terrestrial services or it will be difficult to get new customers. However, satellite services provide low cost and quickly deployment to remote and less density areas. The satellite also enhances the terrestrial network expansion. Risk Resulting from Allegations of Breach of the Terms of the Satellite Agreement for the operation of domestic communication satellite Thaicom provides the satellite telecommunications services under the Concession. The Satellite Agreement for the operation of domestic communication satellite may be terminated, if the Company breaches or violates any material Conditions of the Agreement for the operation of domestic communication satellite. This will incur a significant impact of the Company’s business opportunities, Part 2 Page 6

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

financial status, and performance. In 2006, Thaicom has been accused of breaching the Satellite Agreement for the operation of domestic communication satellite as follow. The Issue of the Shareholding Percentage: According to the necessity that the Company needed to raise its capital by Public Offering (PO) of new shares and Shin Corp’s proportional percentage of shareholding would be less than 51%, the Satellite Agreement for the operation of domestic communication satellite was amended in 2004 to lower the percentage of shareholding in Thaicom Plc. that Shin Corporation was required to own from 51% to 40%. Moreover, MICT submitted the matter to the Cabinet for consideration but the Secretary General of the Cabinet notified the Ministry that the matter was not required to be submitted to the Cabinet. Later on the Council of State gave its opinion and advice that under the Private Sector State Business Participation Act, any change in the Agreement for the operation of domestic communication satellite required the Cabinet’s approval and therefore the amendment to the Satellite Agreement for the operation of domestic communication satellite may have to be approved by the Cabinet or if may have been considered void. The Company may be accused of breaching the Satellite Agreement for the operation of domestic communication satellite prior to the amendment and MICT has requested the opinion of the Juridical Council (the Council of State) on this issue, but the Juridical Council notified MICT that this issue is being considered by the Supreme Court and the Juridical Council could not give any opinion on the issue. Risk from the ambiguities from the interpretation of the laws relating to compliance with the Agreement for the operation of domestic communication satellite The Issue of Back-up Satellite: Under the Satellite Agreement for the operation of domestic communication satellite, Thaicom is required to provide a back-up satellite to each main satellite that it launched into orbit. There is a query whether or not the Thaicom 4 (IPSTAR) satellite should be considered as a backup for Thaicom 3 since the technical specifications are not the same with the Thaicom 3 Satellite. MICT requested the opinion of the Juridical Council (the Council of State) on this issue but the Juridical Council notified MICT that this issue is being considered by the Supreme Court and the Juridical Council could not give any opinion on the issue. The Issue of the Thaicom 3’s Insurance Proceeds: As a result of the damage of the Thaicom 3 satellite, the Company received insurance proceeds amounting of US$33.0 million which was placed in an escrow account outside Thailand. The Company subsequently used all of the insurance proceeds as partial payment for the construction and launch of Thaicom 5 and for the interim lease of transponder capacity until the launch of Thaicom 5. Part 2 Page 7

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

Under the Budgetary Procedure Act of 1959, all money received by the government agencies shall be delivered to the Ministry of Finance. The Ministry of Information and Communication Technology is a cobeneficiary of the insurance proceeds under the insurance policy. By depositing the insurance proceeds in an escrow account outside Thailand, the Company may not be acting in compliance with the provision of the Budgetary Procedure Act 1959. MICT requested the opinion of the Juridical Council (the Council of State) on this issue, but the Juridical Council notified MICT that this issue is being considered by the Supreme Court and the Juridical Council could not give any opinion on the issue. Risk from the change of the Company’s status to be an alien under the Foreign Business Act The Foreign Business Act (the “FBA”) is an act to regulate the level of permitted foreign shareholdings in Thai companies. A definition of “foreigner” defined in the FBA also applies in the Telecommunications Business Act (the “TBA”) as regards qualifications of applicants for licenses under type 2 and 3. There is a provision under FBA prohibiting Thais to act as nominees for foreigner carrying on businesses which require permission. In 2006, the Ministry of Commerce investigated shareholding on behalf of foreigners in companies including major shareholders in Kularb Kaew Co., Ltd. (“Kularb Kaew”), a Thai company holding shares in Cedar Holding Co., Ltd. (“Cedar”), which holds majority of the shares in Shin Corporation Public Co., Ltd. The issue is whether a major Thai shareholder of Kularb Kaew holds shares on behalf of foreigner. The Ministry of Commerce has summarized the case and referred to the competent official. The case is under the process by competent official. If Kularb Kaew is found under a final court decision to be a “foreigner,” then Cedar could be deemed to be a “foreigner” resulting in Shin Corporation being a foreigner under the FBA. In such case, the other foreigner shareholders of the Company can hold shares in the Company together only up to 8.72% to enable the Company to maintain its status as a Thai company and with no effect on the Agreement for the operation of domestic communication satellite. Risk on litigation to which the Company is not a party but may result in a revocation of Agreement for the operation of domestic communication satellite. On March 20, 2006, Mr. Satra To-Orn submitted a complaint to the Central Administrative Court (the “CAC”) against the Ministry of Information and Communications Technology (MICT), the Ministry of Transportation (the “Transport Ministry”), requesting the court to (i) order the defendants to terminate the Agreement for the operation of domestic communication satellite entered into with AIS and the Company; and (ii) grant a temporary injunction preventing new shareholders of Shin Corporation from taking any action or receiving any benefit under such concession. Mr. Satra claims that the defendants should have terminated the Agreement for the operation of Part 2 Page 8

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

domestic communication satellite following the transfer of Shin Corporation’s shares to new shareholders which results in material shareholding structure and in control of operation of the Company that carries on the business which is a Thai national resource that must be owned and operated for the benefit of the Thai people under applicable Thai law. The CAC ruled that Mr. Satra had no right standing as he had not been a party to the Agreement for the operation of domestic communication satellite. However, Mr. Satra appealed to the Supreme Administrative Court on 12 September 2006 which later ruled that Mr. Satra has standing citing his public interest on the ground that if the Company business were under control of alien, it would cause damage or result in national security and unavoidably affected Mr. Satra. Accordingly the Supreme Administrative Court ordered the CAC to accept the complaint which is now in the process of hearing. On 17 November 2006, CAC ordered not to accept Mr. Satra’s order of provisional remedial measure before delivery of judgment because CAC desire that the cause of the case is not sufficient to pursue Mr. Satra’s request and this case concerns to examination of the concession agreement which has the provision and liability to response. The order of CAC would be final. In case of such complaint is still in the procedure of CAC. The Company should not be affected in so far as there is no decision to the extent that shareholders of the Company are under control of alien. In addition, whether or not the Agreement for the operation of domestic communication satellite could be revoked shall be considered under the terms and conditions of the Agreement for the operation of domestic communication satellite. On April 19, 2007, Dr. Supong Limthanakul submitted a complaint to the Central Administrative Court (the “CAC”) against the Ministry of Information and Communications Technology (the “ICT Ministry”), the National Telecommunications Commission (the “NTC”), claiming that such government authorities failed to discharge their duties in not carrying out an inspection whether the business operation of the Company is contrary to the provision of the law after the sales of Shin Corporation’s shares to the new shareholder. The case is under the process of hearing at the CAC. Risk on the Company’s ability to acquire sufficient transponder capacity for continued service As a satellite generally has a limited useful life of around 12 – 16 years and satellite project requires high capital investment and generally take at least 2-3 years for construction and launch. As Thaicom 1A and Thaicom 2 satellite will be expire in 2009 and 2010, respectively. If the Company cannot acquire an additional transponder capacity to sufficiently and continuously replace any nearly-expired satellite, some of the Company’s foreign customers may move to other satellites in the next 1-3 years, The Company is under negotiation and carrying out a feasibility study on the acquisition of transponder capacity to replace the capacity on the satellite which is nearing the end of its useful life. Risk from the possibility of retroactive income tax from Thaicom 3’s insurance proceeds Part 2 Page 9

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

As a result of the damage of Thaicom 3 satellite in the year 2003, the company received insurance proceeds in the amount of USD 33 million. The Company and the MICT was co-beneficiary of insurance proceeds. In the year 2004, the MICT turns over the insurance proceeds to the Company for use in the construction of Thaicom 5 to replace Thaicom 3. The Company recognized insurance proceeds as revenue and included it in income tax computation for the year 2005. In the year 2005, the Company requested the ruling from the Revenue Department whether the insurance proceeds should be treated as revenue in income tax computation, and the Revenue Department gave its ruling in 2006 that the insurance proceeds should not be treated as revenue for income tax computation. Therefore, the Company filed tax return requesting the refund of the tax on insurance proceeds already paid and received the refund from the Revenue department in the same year. Afterward, there has been reported in the newspaper that the Assets Examination Committee has instructed the Revenue department to demand income tax on the insurance proceeds from the Company as in its opinion, the insurance proceeds constitutes the Company’s and subject to income tax. However, the Company has not yet received any demand from the Revenue department. Risk from depending on sole vendor The major capital expenditure for satellite operator is the satellite and launch cost. Presently, there are a few experienced satellite manufacturers and launch service providers in the market. Moreover, parts of IPSTAR user terminal are the intellectual property which belongs to key manufacturer. To mitigate the risk from depending on sole vendor, the Company has sought for other qualified manufactures that provide the services at the reasonable price. Moreover, there are a number of new satellite manufacturers in the market and this will help reducing the risk from depending on sole manufacturers.

Financial Risks Risk from Currency Exchange Rate Fluctuations Since the satellite business is directly involved in overseas technology, the Company can not avoid foreign currency expenditure. In 2008, the proportion of revenue based on foreign currency is at 84% of revenue from sales and services. The Company manages exchange rate fluctuations by proportionately adjusting its loans to revenue ratio in US dollars and Thai Baht (natural hedge). To mitigate the effect of the exchange rate fluctuation and to reduce the risk from currency exchange rate fluctuations and interest rates, the Company uses widely accepted methods such as “swap” and “forward” deals in financial markets.

Part 2 Page 10

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

As of December 31, 2008, the Thaicom group of companies has total assets and debts in foreign currency of Baht 2,805.77 million and Baht 11,298.70 million respectively, after the preventive of risk. Risk from the effects of the global economic recession towards liquidity in local capital market The Thai economy in 2009 has a tendency to decelerate and there is a possibility that the economic growth would be lower than earlier forecasted because of the recession that are currently take place in regions that are major contributor to the world economy like US and Europe. Since this crisis has expanded into Asia, the Thai economy is inevitably affected which might cause the local consumption and private sector investment to decline. Moreover, such crisis may affect consumer spending which in turn will affect the revenue of companies. The global capital market becomes highly volatile from the movement of fund by foreign investors and the sale of equity by investment funds to prepare liquidity for the withdrawal. In addition, mutual funds and foreign investors in Thailand might liquidate their investment in order to eliminate their liquidity risk and allocate cash to other lower-risk investment alternatives which might affect to Thailand’s liquidity including the cost and availability of funds for the investment need of the Group. Risk from delay collection Since THCOM’s main markets for satellite services are Indo-China and South Asia, which some countries in these regions employ the foreign exchange control. Customers located in the countries with the foreign exchange control or lack of foreign currency liquidity such as India, Myanmar and Vietnam have to request for an approval from relevant government agency to purchase the foreign currency, as a result the long approval process may caused a delay in making the payment to THCOM. This may create a negative impact on the Company’s cash flow, or ability to repay debt in the future. Risk from Interest Rate Fluctuations In 2008, 60% of the Company’s borrowings are floating-interest rate loan. An increase in market interest rate would have an effect on the Company’s cash flow and resulted in a rising in financial cost. To prevent the exposure from the fluctuation of interest rate, the company closely monitors the change in the market interest rate to ensure that the proper financial instruments are efficient adopted at the right time. However, given the economic downturn in 2009, the Company foresees that market interest rate would not much fluctuate and the Company would not affect from interest rate fluctuation. Risk from failure by the Company to successfully comply with the covenants required in the Loan Agreements As at December 31, 2008, the Company had total interest-bearing debt of Baht 9,310 million. The Company has agreed to a number of covenants in the loan agreement. The breach of the covenants will Part 2 Page 11

Form 56-1: 2008 บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Thaicom Public Co., Ltd

be considered as a default of the Loan Agreements and the Lenders has the right to accelerate the repayment. Therefore, the breach of covenants under the Loan Agreements may adversely affect on the Company’s cash flow and financial status. Presently, the Company has complied with all required covenants.

Management Risk Loss of Specialized Experts in Management Satellite technology-related operations, including telecommunications, require highly qualified personnel with thorough knowledge and good skill in high technology as one of the factors in the operations’ success. Presently, there are a limited number of people with thorough knowledge and skill, especially in telecommunications technology in Thailand. Moreover, the Company has expanded its operation to many countries the company require the personnel having knowledge and experience in each locality. Therefore, the loss of employees working at the executive or management level, such as high-rank executives in satellite engineering division, and lack of experienced staffs might adversely affect the Company’s operations. For this reason, the Company regularly sends its executives at every level to training and observation tours abroad as well as rewarding them with proper benefits. Risk related to the use of information technology In light of advance technology prevailing in the modern world, the company finds it necessary to adopt the use of information and communication technology in the course of conducting company business. This will allow the company to have a technological tool combating in a competitive environment. The adoption of this technology gives rise to a possibility whereby a threat to it can be detrimental to company business. In this context, the company has to determine clear policy and associated regulations to reduce risk associated with the use of information and communication technology as may happen to the company. The company makes it a policy to consistently provide staff with knowledge on a continual basis on how to use computer and information technology in the safest manner and with maximum effectiveness. This will allow staff to realize risk associated with the use of computer and information technology by promoting sound governance and stringent compliance with any applicable legislation. The use of computer and information technology will not only ensure data integrity which is readily available for efficient operation but observe confidentiality of all users.

Part 2 Page 12

Good Corporate Governance and Management

Management Structure and Nominating the Board of Directors The Board of Directors

The Executive Committee

Chairman of the Executive Committee

Dr. Dumrong Kasemset

The Audit Committee

Vice President Internal Audit Mr. Sivaraks Phinicharomna

Remuneration Sub-Committee GOVERNANCE AND NOMINATION COMMITTEE

President Dr. Nongluck Phinainitisart Managing Director IPSTAR Project Mr. PaiboonPanuwattanawong

Executive Vice President Finance & Accounting

Executive Vice President Marketing & Sales Mr. Yongsit Rojsrivichaikul

Mr. Tanadit Charoenchan

Vice President IPSTAR Terminal & Project Implementation Mr. Teerayuth Boonchote

Vice President Satellite Engineering & Operation Mr.Pramook Chaiwongwutthikul Vice President Sales Asia, Eastern Europe & America Mr. Pradeep Unni

Managing Director International Mr. Atip Rittaporn

Vice President Sales Thai & Indochina & China Mr. Makin Petplai

* As of December 31, 2008.

Vice President Business Development Mr Trairat Kaewkerd Vice President Human Resources Mr. Somnuk Reantragoon

Vice President Legal Mr. Kamonmit Vudhijumnonk

Vice President Information System Management Mr. Theerawat Kusalanggoorawat

Good Corporate Governance and Management Corporate Governance Policy The Board of Directors believes that the Principles of Good Corporate Governance are essential factors in maximizing long-term earnings to stakeholders. The Board granted its approval to the (Revised) Policy of Good Corporate Governance on February 20, 2008 for internal use and continued development. This Policy covers five major areas. 1. The Board of Directors 2. The Rights and Equitable Treatment of Shareholders and other Stakeholders 3. Information Disclosure and Transparency 4. Internal Control and Risk Management 5. Corporate Philosophy and Code of Conduct

Management Structure and Nominating the Board of Directors 1 The Board of Directors Names of Directors 1. Mr. Paron Israsena 2. Prof. Hiran Radeesri 3. Mrs. Charintorn Vongspootorn 4. Mr. Samrieng Mekkriengkrai 5. Mr. Kraisorn Pornsuthee 1)

6. Mr. Sue Lo-Utai 2)

7. Dr. Dumrong Kasemset 8. Mr. Somprasong Boonyachai 9. Miss Nidchanun Santhavesuk

Title Chairman and Independent Director Director, Chairman of the Audit Committee and Independent Director Director, Member of Audit Committee and Independent Director Director, Member of Audit Committee and Independent Director Director and representative of Ministry of Information and Communication Technology Director and representative of Ministry of Information and Communication Technology Director and Chairman of Executive Committee Director and Member of Executive Committee Director and Member of Executive

Number of Shares Held -0-0-0-0-0-

-0-

9,199,586 200 -0-

10. Dr. Nongluck Phinainitisart 11. Mr. Yong Lum Sung

Committee Director and Member of Executive Committee Director and Member of Executive Committee

69,000 -0-

Note: 1) Resigned from the Board and appointed Mr. Sue Lo-Utai as a replacement director on January 22, 2008 and the registration of change of director was made at the Ministry of Commerce on January 25, 2008. 2) Resigned from the Board on October 13, 2008 and the registration of change of director was made at the Ministry of Commerce on October 8, 2008. The appointment of the replacement director has not been made. 3) Resigned from the Board and appointed Mr. Yong Lum Sung as a replacement director on May 13, 2008 and the registration of change of director was made at the Ministry of Commerce on May 26, 2008. - Mr. Kamonmit Vudhijumnonk is the Company Secretary.

1.1 Composition and Independence The Company’s Board of Directors comprises 5 experienced directors covering various fields of business experience. One third of the board and at least 3 is Independent Director. At least half of the directors are non-executive directors to balance power between oversight and management functions. The authorized directors are Dr. Dumrong Kasemset or Mr. Somprasong Boonyachai or Miss Nidchanun Santhavesuk. Two of the three directors are required to sign on behalf of the Company together with the Company’s seal affixed. The Company has a policy on segregation of duties between the Chairman of the Board, and the Chairman of the Executive Committee, that they shall not be the same person, in order to maintain a balance of power between direction and management functions. The Chairman of the Board is leader of directors and is responsible for monitoring and supervising management functions of the Executive Committee in accordance with the approved business plan. The Chairman also acts as the chairman of the Board of Directors’ and at Shareholders’ meetings. The Chairman of the Executive Committee is the head of the Company’s management team, esponsible to the Board to achieve the approved business plan and reports the business performance to the Board. 1.2 Definition of Independent Director An independent director is a qualified and independent person based on the Stock Exchange of Thailand’s guidelines; 1) holding shares not more than 0.5 percent of paid-up capital of the Company, affiliated company, associated company or related company, including shares held by persons related to the independent director, 2) being a director who does not take part in the management of the company, affiliated company, associated company, related company or majority shareholder of the Company, 3) being a director who has no direct or indirect benefit or interest in

finance and management of the Company, affiliated company, associated company, related company, or major shareholder of the Company and one year must have passed since he ceased to have such benefit or interest unless the Board of Directors considers otherwise, 4) being a director who is not a related person or close relative of any management member or majority shareholder of the Company and 5) being a director whom is not appointed as a representative to safeguard interests of the Company’s directors, majority shareholders or shareholders who are related to the Company’s majority shareholders. In addition, an independent director shall be capable of giving opinions or reporting the results of performance of work according to the duties delegated free of any interest concerning personal benefit/position and free of the control of any party including any forced circumstance which may obscure an independent opinion.

1.3 Responsibilities The Board of Directors as representatives of the shareholders has the duty to oversee that the management will perform in accordance with company’s objectives, policies, procedures, rules, regulations and resolutions from the shareholders’ meeting with honesty, loyalty and meticulously takes care of shareholders’ interest including other stakeholders. To conduct their duties, the board participates in review process of vision, mission, strategies, target setting, business plan and budget of the Company. The Board has agreed with segregation of duties and responsibilities among The Board, the Audit Committee, the Sub- Committees and management. In addition, the board has mechanisms to oversee and follow up management operation and management control in an appropriate and timely fashion. In the Board of Directors meeting no. 3/2006 on March 21, 2006, the Directors have revised their duties and responsibilities, in writing, as follows: To establish the policies, assign the business direction for the Company and subsidiaries including exercise authority over management to assure operating efficiency and effectiveness in order to maximize benefit to shareholders and continuous improvement. To consider and decide upon significant issues on business operation of the Company and subsidiaries, such as policies, business plan, asset acquisition and disposal , project investments, level of authorities and other issues required by law. To monitor performance of management in terms of efficiency for the best interest of the Company and subsidiaries by establishing accounting systems, reliable financial reporting and auditing, including evaluation process for effectiveness and efficiency of internal control systems, risk management and appropriate follow up procedures.

To ensure no conflicts of interest among stakeholders through a process review of related party transactions. To ensure business operation is in accordance with good corporate governance and ethics. To review the corporate governance policy and evaluate compliance with corporate governance policy at least once a year. To have Board of directors conduct performance self-evaluation annually. The Board may delegate power to any individual to conduct business on specific cases or other matters. The delegation of power shall not include power to execute conflict of interest or transactions in the Company or subsidiaries as prescribed in the Company’s Articles of Association or as regulated by the Securities and Exchange Commission or the Stock Exchange of Thailand except in the cases which are in compliance with the policy or the criteria approved by the Board. The Board also prescribed the procedure for directors and management to report their stock-holding in the company including those of their spouse and minor children, in accordance with the rules and regulations of the Securities and Exchange Commission and Stock Exchange of Thailand.

The Company also has a policy to have an annual review of corporate governance policy by Directors in order to comply with the Stock Exchange of Thailand and international practice of The Organization for Economic Co-Operation and Development (OECD). 1.4 Selecting and Appointing the Board of Directors. The Company has appointed the Governance and Nomination Committee to select qualified persons who has appropriated educations and experiences. In case there is a vacancy, the Governance and Nomination Committee will review qualification of the persons before nominating a number of them to the Board of Directors. The Board will review and select a nominee director to fit the vacancy and propose at the shareholders’ meeting for approval in accordance with rules and regulations specified in the Articles of Association of the Company as follows: 1. Each shareholder shall have a number of votes equal to the number of shares held. 2 Each shareholder may exercise all the votes he/she has under item 1 to elect one or several persons as director or directors. If several persons are to be elected as directors, the shareholder may not allot his/her votes to any person in any number. 3. The candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order until all of the director positions are filled. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of directors to be exceeded, the Chairman is entitled to a casting vote.

In the selection of an appropriate director, the Governance and Nomination Committee and the Board of Directors shall select a person who has the qualifications and who possesses no prohibited characteristics under Section 68 of Public Company Limited Act B.E.2535 and the notifications of the Securities and Exchange Commission and the Stock Exchange of Thailand. In addition, the Board also considers competence, knowledge, experience and their managerial skills to assure that the nominee shall be of the best advantage to the Company’s business. The Board should be qualified based on experience according to company requirements, having no prohibited conditions according to the Public Company Limited Act or other related laws. The Board shall have sufficient time to devote its knowledge and ability to work for the Company. The Board of Directors has assigned a governance and nomination committee that will be responsible for director selection and propose their appointment at the Shareholders’ Meeting. The Company has a policy requiring the director to hold office of director in not more than five other companies and the term of the director is three years. According to the Articles of Association, the term of one third of the directors shall end every Annual General Meeting of Shareholders. The longest serving directors shall be due first, and may be re-elected to resume duty. In case of vacancy (ies) due to other reasons, the Board, by a vote in which three fourths of its members agree, shall elect someone who has qualifications and no prohibited conditions according to clause 68 of the Public Companies Act, B.E. 2535 (1992). The Board can thereby appoint him/ her a director in the next Meeting. An exception is the case of a term with less than 2 months remaining, where the term of the newly appointed director shall expire at the same time as the preceding director. The Company has a Governance and Nomination Committee to select a new director for appointment. The Company does not limit the maximum times a director may be re-elected. Neither is their age an issue, but rather their working capability. The Company has a policy of supporting the participation of directors in seminars and training courses organized by concerned bodies such as SET or IOD which are useful for the performance of duties of directors. New directors will be provided with documents and information on the Company’s business to enable the new director to perform his/her duties efficiently. 1.5 The Committee

The Board of Directors has established three Committees which are the Audit Committee, the Compensation Committee and the Governance and Nomination Committee. 1.5.1 Audit Committee Members 1. Prof. Hiran Radeesri

Position Chairman of the Audit Committee and Independent Director 2. Mrs. Charintorn Vongspootorn Member of Audit Committee and Independent Director 3. Mr. Samrieng Mekkriengkrai Member of Audit Committee And Independent Director

Meeting

Participation

All three members of the Audit Committee are independent directors and one must have experience in Finance and Accounting. The Audit Committee must be independent according to the Announcement of the Stock Exchange of Thailand. The term of office is the same as that of the director which is three years and may be re-appointed but not more than two consecutive terms unless the Board of Directors considers otherwise. In 2008, the Audit Committee held 13 meetings and conducted meetings in accordance with the following duties and responsibilities: To ensure that the company has accurate, complete and credible financial reports To ensure that the Company has appropriated and effective internal control system and internal auditing activities, the Audit Committee shall consider the independence of the internal audit department, including consent to the appointment, rotation, promotion, and termination of the department head and others who are responsible for internal audit activities. To ensure that the Company complies the Security Exchange of Thailand (SET) and the Security and Exchange Commission (SEC) as well as all rules and regulations related to the Company’s business. To select and propose independent person who will be the Company’s external auditor and propose his or her compensation, the Audit Committee also conducts meeting with the external auditor without management attending at least once a year. To consider connected transaction or transaction that may lead to conflict of interests whether it complies with all rules and regulations of the SET and SEC and ensure the transactions are appropriate and provided the best interest to the Company. To assure that the company has appropriate and effective risk management process.

To prepare Audit Committee’s report and discloses in the Company’s annual report. The report must be signed by the Chairman of the Audit Committee and included at least the following comments: 1 Accurateness, completeness and credibility of the Company’s Financial Report. 2 Adequacy of the Company’s internal control system 3 Compliance with laws of SEC’s, SET’s laws and regulations and other law relevant to the Company’s business. 4 Suitability of the external auditor 5 Transaction that may cause conflict of interest 6 Number of committee meetings and attendance of each member 7 Other concerns that have arisen as the audit committee performed its duties as defined in the committee’s charter 8 Anything else which should be made available to shareholders and general investors within the scope of duties and responsibilities assigned by the Board. To report activities of the Audit Committee to the Board of Directors at least 4 times a year. To have authority to hire independent consultant or professional when needed. To have authority to invite executive, manager or employee to attend meetings for discussion or answers the Audit Committee’s questions. To review scope, authority and responsibility and conduct self-evaluation on the annual basis. To carry out any assignment by the Board of Directors that is agreed upon by the Audit Committee. In carry out the Audit Committee duties and responsibilities, if there are unusual transactions or the following activities which may have material impact to the financial position and operation result of the Company, the Audit Committee must report the Board of Directors to take corrective action within a reasonable period of time. 1 Conflict of interest transaction 2 Fraud or unusual transaction or significant deficiency in the internal control system 3 Violation under the laws of SEC’s, SET’s laws and regulations or other law relevant to the Company’s business. Any Audit Committee’s member may report such transactions or activities to the SEC and SET if the director or manger fails to take corrective action within a reasonable period of time, In case the auditor discovers any suspicious circumstance that the director, manager or any person responsible for the operation of such juristic person commit an offense under

the law, and informed such circumstance to the Audit Committee to continue the inspection without delay and the Audit Committee shall report the preliminary inspection to the SEC office and the auditor within 30 days from the notification date of the auditor. The circumstance that shall be informed and the procedures for acquiring the fact related to such circumstance shall be complied with the notification of the Capital Market Supervisory Board. The members of the Audit Committee also holds meeting among themselves exclusively to consider important problems relating to the management of the Company and notify the Chief Executive Officer and the Board of the results of the meeting. The Audit Committee conducted self-evaluation and reported the result to the Board of Directors in the Board of Directors’ meeting no.2/2009 on February 19, 2009. 1.5.2 Compensation Committee 1. Mr. Paron Israsena Chairman of the Committee 2. Mrs. Charintorn Vongspootorn Member 3. Mr. Somprasong Boonyachai Member The Compensation Committee comprises of 3 members of which the chairman is the independent Director. The 2 members are one non-executive director and one independent director. The members of the Committee shall hold office for a term of 3 years and may be re-appointed, but shall not be more than two consecutive terms unless the Board considers it necessary for the members to continue in office. The Committee’s scope of work and responsibilities are: Fix appropriate remuneration both monetary and non-monetary in order to be an incentive for members of the Board, the Committee and high level executives to remain with the Company and submit its recommendation to the Board of Directors for approval; Consider and approve the EV Bonus Plan (Economic Value Bonus Plan) and prescribe criteria for implementation of EV Bonus Plan including consider and the allocation of annual EV Bonus to the Company’s executives and submit its recommendation to the Board of Directors for approval; Supervise the implementation of EV Bonus Plan and to give final determination in case there are problems or controversies in the implementation of EV Bonus Plan and report to the Board of Directors; consider and approve the annual remuneration of directors and submit its recommendation to the Board of Directors and for the Shareholders’ Meeting for approval;

prescribe criteria and policy for determining the remuneration of the Board for the Board’s or the Shareholders’ consideration, as the case may be; The Committee is responsible to the Board and has a duty to provide reason/answer relating to the remuneration of directors at the Shareholders’ Meeting; consider and approve the evaluation of performance for determining the annual EV Bonus of the Company’s CEO and submit its recommendation to the Board of Directors for approval; Engage consultant or independent person to give opinion or advice as necessary and in accordance with the Company’s regulations; Review and assess the adequacy of this charter and recommend to the Board if any change or amendment is needed; Report the performance of important tasks to the Board on a regular basis and the important issues for the Board’s knowledge; Require the management, executives or concerned persons to give opinion, information or to participate in the meeting; Carry out any other duties assigned by the Board.

In 2008, the Compensation Committee took into account the business performance of the Company and the industry-wide standard of directors’ remuneration in recommending the directors’ remuneration to the Shareholders’ meeting, which was within the total amount approved by the Annual General Meeting for the year 2008. 1.5.3 Governance and Nomination Committee 1. Mr. Paron Israsena Chairman of the Committee 2. Mrs. Charintorn Vongspootorn Member 3. Mr. Somprasong Boonyachai Member The Governance and Nomination Committee comprises of three members of which the chairman is the independent director. The two members are one non-executive director and one independent director. The members of the Committee shall hold office for a term of 3 years and may be reappointed, but shall not be more than two consecutive terms unless the Board considers it necessary for the members to continue in office. The Committee’s scope of work and responsibilities are: Lay down policy on compliance with good corporate governance, review annually the Company’s Corporate Governance Policy and recommend any amendments or revisions for the Board’s consideration; Prescribe the criteria and policy on the nomination of members of the Board and of the Board’s committees;

Consider the nomination of directors from qualified candidates and recommend to the Board or the Shareholders, as the case may be; Nominate qualified person for the post of Executive Chairman in the case of vacancy and consider the criteria for succession with regard to high level executive positions; Nominate qualified persons to the posts of members and chairman of the Board’s committee for the Board’s consideration; Nominate qualified persons to be appointed as directors of the subsidiaries, affiliates and joint ventures; Carry out the annual evaluation of the performance of the Board, the Board’s committees (including its own’s performance) and of each member of the Board, review the result of the evaluation of each of the Board’s committees and report to the Board; Engage consultant or independent person to give opinion or advice as necessary and in accordance with the Company’s regulations; Review and assess the adequacy of this charter and recommend to the Board if any change or amendment is needed; Report the performance of important tasks to the Board on a regular basis and the important issues for the Board’s knowledge; Carry out any other duties assigned by the Board.

In 2008, the Governance and Nomination Committee selected and nominated qualified persons for the position of director and submitted to the Board for consideration and approval to recommend to the Annual General Meeting for the year 2008 for appointment as the Company’s directors. In the year 2008, the Compensation Committee held 3 meetings and the Governance and Nomination Committee held 2 meetings. The Chairman and two members attended all the meetings. 1.6 Board Meetings Meeting schedule is determined in advance to be held six times in a year. Additional meetings may be held as required. At the meeting, the Chairman of the Board will allocate sufficient time for management to provide document and information for discussion on significant issues. All directors are open to discuss and provide opinions including initiating meeting agenda(s). The secretary of the Board is responsible for making arrangement for the meeting, preparing adequate document and information attached to the meeting invitation and send to the directors at least seven days in advance. This will allow the director to have sufficient knowledge of the concerned agenda. The meeting normally takes three hours and it has formal minutes in writing that are always available to the directors for their review. The director who has an interest in the transactions cannot be in the meeting.

In year 2008, the Board held regular meetings 6 times and special meetings 6 times, with the participation of the following directors. Directors Mr. Paron Israsena Prof. Hiran Radeesri Mrs. Charintorn Vongspootorn Mr. Samrieng Mekkriengkrai Mr. Kraisorn Pornsuthee 1) Mr. Sue Lo-Utai 2) Mr. Somprasong Boonyachai Dr. Dumrong Kasemset Miss Nidchanun Santhavesuk Dr. Nongluck Phinainitisart 3) Mr. Yong Lum Sung

Regular Meetings Meeting Participation 6 6/6 6 6/6 6 6/6 6 6/6 1 1/1 4 1/4 6 6/6 6 6/6 6 6/6 3 3/3 3 3/3

Special Meetings Meeting Participation 6 6/6 6 6/6 6 6/6 6 6/6 3 1/3 6 6/6 6 6/6 6 4/6 1 1/1 5 5/5

1.7 The Board of Directorsâ&#x20AC;&#x2122; Self-Evaluation At the meeting of Board of Directors no.2/2009 on February 19, 2009, the Board of Directors conducted its self-evaluation using the form of the Stock Exchange of Thailand. The Board is of the opinion that its self-evaluation is an important step in the development of good corporate governance and the result of the self-evaluation has been forwarded to the Governance and Nomination Committee for use in the next selection of directors. Executive Committee 1. Dr. Dumrong Kasemset 2. Mr. Somprasong Boonyachai * 3. Mr. Yong Lum Sung 4. Mr. Arak Chonlatanont ** 5. Miss Nidchanun Santhavesuk

Chairman of the Executive Committee Member Member Member Member

6. Dr. Nongluck Phinainitisart

Member

* Resigned and appointed Mr. Yong Lum Sung as a replacement member on May 13, 2008.

** Appointed as the Executive Member on July 21, 2008. The Executive Committee comprises the Executive Chairman of the Satellite and International Business Line, the Executive Chairman of the Wireless Business Line, the President, and/or the appropriate person(s), as approved by the Board of Directors. The Board has agreed to their scope of duties and responsibilities in writing at its meeting no.5/2000 on November 13, 2000 amended at its meeting no.2/2005 on February 17, 2005, meeting no. 3/2006 on March 21, 2006, and meeting no. 8/2008 on August 13, 2008 as follows: Formulate the Company’s strategic direction, management structure, and annual business plan and budget for the Board’s approval; Manage the Company’s business operations in order to achieve the planned objectives and targets; Supervise and monitor the operating results and financial standing of the Company and report the business performance together with the remedial actions to be taken in the case the business performance of the Company fails to meet the target to the Board of Directors every month; Identify and evaluate new business opportunities; Review and make recommendations to the Board regarding the Company’s dividend policy; Review and approve all transactions concerning investments and disposal of assets, human resource management, finance and treasury, general administration and any other transaction related to the Company’s business within the limits of delegated approval authority granted by the Board; Review matters that require the Board’s approval and make appropriate recommendations with the exception of activities that have been delegated to other Board sub-committees; Consider and review the Company’s risk management and control system; The Committee may delegate its authority to any member of the management or staff as it deems appropriate. However, such authority does not permit the Committee or appointed persons to approve any transaction between them or related persons having mutual benefits or conflicts of interest (as prescribed in the Company’s articles of association and Notifications of the Securities Exchange Commission). The approval for transactions shall be in accordance with the policies and principles already determined by the Board and regulatory bodies; Engage consultants or independent persons to provide opinions or advice if necessary; The Committee may ask members of the management or other persons to attend its meetings or provide pertinent information as necessary;

Report to the Board on a monthly basis regarding the material actions taken by the Committee under the CEO Report agenda; Annually review its own performance and assess the adequacy of this charter, which may be done in conjunction with the annual evaluation of the Board and its other committees, conducted under the oversight of the Governance and Nomination Sub-Committee ; and Take any other action or assume any other powers and responsibilities that may from time to time be assigned or delegated to the Committee by the Board.

The Executive Committee has the authority to approve financial transactions up to Baht 400 million. This includes general expenses in normal business operations, project investment, capital asset or fixed asset investments. Exceptions to this are transactions of borrowings, lending, credit line facilities, debt instrument offerings, guarantees, loans or credit guarantees, money deposits and withdrawal, and foreign exchange and interest rate risk hedging instruments. The limits on its authority to approve these issues per each transaction are set at Baht 1 billion and Baht 800 million, respectively. However, in the acquiring or selling of asset, or any financial aids to related company, it must act as prescribed in the Announcement of the Stock Exchange of Thailand. The Executive Committee may delegate power to managerial employees to approve one or more such financial transactions according to the Executive Committee’s discretion. The delegation shall not include power to execute conflict of interest or transactions in the Company or subsidiaries as prescribed in the Company’s Articles of Association or as regulated by the Securities and Exchange Commission or the Stock Exchange of Thailand, except in the cases which are in compliance with the policy or criteria approved by the Board. Management Team 1. Dr. Dumrong Kasemset 2. Dr. Nongluck Phinainitisart 3. Mr. Paiboon Panuwattanawong 4. Mr. Atip Rittaporn 5. Mr. Yongsit Rojsrivichaikul 6. Mr. Tanadit Charoenchan 7. Mr. Kamonmit Vudhijumnonk 8. Mr. Makin Petplai 9. Mr. Pradeep Unni 10. Mr. Teerayuth Boonchote

Chairman of the Executive Committee – Satellite & International President Managing Director – IPSTAR Operations Managing Director – International Business Executive Vice President – Marketing and Sales Executive Vice President – Finance & Accounting Vice President - Legal Vice President – Sales Thailand, Indochina & China Vice President – Sales Asia, Eastern Europe & America Vice President – IPSTAR Operations

11. 12. 13. 14. 15.

Mr. Sivaraks Phinicharomna Mr. Theerawat Kusalanggoorawat Mr. Pramook Chaiwongwutthikul Mr. Somnuk Reantragoon Mr. Trairat Kaewkerd

Vice President – Internal Audit Vice President – Management Information Systems Vice President – Engineering and Space Operation Vice President – Human Resources Vice President – Business Development

1.8 Remuneration of Directors 1.8.1 Directors Remuneration The Company established a compensation policy of the Board of Directors at a fair level by comparing it with the survey conducted by the Thai Institute of Directors and adjusted accordingly when there is change. Besides, the Board also considers additional compensation when directors have more duties and responsibilities at the sub committee level. The monetary remuneration of five members of the Board of Directors in year 2008 was 7,245,000 Baht, composed of monthly allowance, bonus, and meeting allowance. The directors nominated by Shin Corporation and directors who are executives are not entitled to remuneration as director/executive director. Board of Director Names of Directo

Meeting

Monthly Allowance

Bonus

Mr. Paron Israsena Prof. Hiran Radeesri

1,800,000

Mrs. Charintorn Vongspootorn

Mr. Samrieng Mekkriengkrai Mr. Kraisorn Pornsuthee Mr. Sue Lo-Utai

Committee Total

directors

(Baht)

Audit Committee

Governance & Nomination Committee

350,000

2,150,000

555,000

550,000

300,000

1,405,000

325,000

300,000

450,000

300,000

1,050,000

325,000

300,000

450,000

300,000

1,050,000

300,000

25,000

225,000

140,000

50,000

415,000

3,205,000

1,940,000

950,000

6,095,000

950,000

allowance

Total

Meeting Allowance Total (Baht)

2008

Committee

Executive Session

2,150,000

25,000

350,000

1,755,000

50,000

75,000

25,000

475,000

1,525,000

25,000

325,000

1,375,000

25,000

Compensation

415,000 50,000

75,000

1,150,000

* Monthly Allowance and Meeting Allowance paid between January - December 2008, except for Bonus paid in February 2009 (Recorded as an accrual basis)

1.8.2 Management Remuneration The remuneration of 15 members of the management in year 2008 was Baht 103,405,000 million was composed of salary, bonus, provident fund, and other fringe benefits. Such remuneration was based on the business performance of the Company and the performance of each executive. 1.8.3 Other Remuneration

Compensation *

7,245,000

The Company has an Employee Stock Option Plan (ESOP) planned for a period of five years as a means of motivating and rewarding employees. (Please see more details under â&#x20AC;&#x153;Capital Structureâ&#x20AC;? section.) Name list of Directors and Employee Who Receive Warrant Grant I Number of Issues and Offers Name 8,000,000 Units 1. Dr. Dumrong Kasemset 2. Dr. Nongluck Phinainitisart 3. Mr. Yongsit Rojsrivichaikul 4. Dr. Avudh Ploysongsang* 5. Mr. Kamonmit Vudhijumnonk 6. Mr. Tanadit Charoenchan 7. Mr. Paiboon Panuwattanawong 8. Mr. Makin Petplai 9. Mr. Pradeep Unni 10. Mr. Sivaraks Phinicharomna 11. Mr. Teerayuth Boonchote 12. Mr. Theerawat Kusalanggoorawat 13. Others Total Warrants issued

Grant II Number of Issues and Offers 4,400,100 Units

Grant III Number of Issues and Offers 5,894,200 Units

No. of Unit

Percentage

No. of Unit

Percentage

No. of Unit

Percentage

2,436,400 1,692,800 700,000 204,300 203,600 162,000 399,900 173,800 260,700 221,400 218,900

30.46 21.16 8.75 2.55 2.55 2.03 5.00 2.17 3.26 2.77 2.74

1,235,200 637,100 209,800 100,000 72,700 218,000 527,300 209,800 209,800 107,000 113,200

28.07 14.48 4.77 2.27 1.65 4.95 11.98 4.77 4.77 2.43 2.57

1,154,200 600,000 550,000 160,000 140,000 240,000 700,000 400,000 400,000 140,000 240,000

19.58 10.18 9.33 2.71 2.38 4.07 11.88 6.79 6.79 2.38 4.07

379,300 946,900 8,000,000

4.74 11.84 100.00

171,400 588,800 4,400,100

3.90 13.38 100.00

240,000 930,000 5,894,200

4.07 15.78 100.00

Note:

Proportion of warrants under Grant I and Grant II equal to 1 warrant to 2.04490 common stock. Proportion of warrant Grant III equal 1 warrant to 1.02245 common stock. *Resigned from the Company on July 1st, 2006.

The Annual General Meeting of Shareholders for the year 2005 on March 31, 2005 approved the Employees Stock Option Plan, Grant IV (ESOP; Grant IV) to the total amount of 7,562,100 units.

The list of directors and employees entitled to receive warrants under ESOP, Grant IV is given below:

Names 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16.

Dr. Dumrong Kasemset Dr. Nongluck Phinainitisart Mr. Yongsit Rojsrivichaikul Dr. Avudh Ploysongsang* Mr. Kamonmit Vudhijumnonk Mr. Tanadit Charoenchan Mr. Paiboon Panuwattanawong Mr. Makin Petplai Mr. Pradeep Unni Mr. Sivaraks Phinicharomna Mr. Teerayuth Boonchote Mr. Theerawat Kusalanggoorawat Mr. Atip Rittaporn Mr. Komsan Sereepapong Mr. Jiroj Srinamwong Other employees Total Warrants Issued

No. of Warrants Allocated (Units) 929,900 500,000 440,000 140,800 105,900 250,000 900,000 400,000 350,000 136,100 250,000 225,000 400,000 70,000 70,000 2,394,400 7,562,100

% (of the Program) 12.30 6.61 5.82 1.86 1.40 3.31 11.90 5.29 4.63 1.80 3.31 2.98 5.29 0.93 0.93 31.66 100

Note: Proportion of warrants under Grant IV equal to 1 warrant to 1.02245 common stocks. * Resigned from the Company on July 1st, 2006.

The Annual General Meeting of shareholders for the year 2006 held on April 24, 2006 approved the Employee Stock Option Plan, Grant V (ESOP: Grant V) in the total amount of 10,058,800 units. The list of directors and employees entitled to receive warrants under ESOP: Grant V is given below: No. of Warrants % (of the Names Allocated (Units) Program) 1. Dr. Dumrong Kasemset 1,099,800 10.93 2. Dr. Nongluck Phinainitisart 900,000 8.95 3 Mr. Paiboon Panuwattanawong 1,100,000 10.94 4. Mr. Atip Rittaporn 450,000 4.48 5. Mr. Yongsit Rojsrivichaikul 800,000 7.95 6. Mr. Pramook Chaiwongwutthikul* 170,000 1.69 7. Mr. Pradeep Unni 440,000 4.37 8. Mr. Makin Petplai 600,000 5.96

9. 10. 11. 12. 13. 14. 15. 16.

Mr.Teerayut Boonchote Mr.Theerawat Kusalanggoorawat Mr. Kamonmit Vudhijumnonk Mr. Sivaraks Phinicharomna Mr. Tanadit Charoenchan Dr. Avudh Ploysongsang* Mr. Jiroj Srinamwong (Director for the Board of Subsidiary) Other employees Total Warrants Issued

350,000 300,000 150,000 150,000 300,000 50,000 150,000 3,049,000 10,058,800

3.48 2.98 1.49 1.49 2.98 0.50 1.49 30.31 100

Note: Proportion of warrants under Grant V equal to 1 warrant to 1 common stock. * Resigned from the Company on July 1st, 2006.

2. The Rights and Equitable Treatment of Shareholders and Stakeholders 2.1 The Rights and Equitable Treatment of Shareholders The Company has a policy to conduct shareholders’ meetings according to the laws and guidelines prepared by regulatory authorities. In 2008, there was a shareholders’ meeting of the Company, the Annual General Meeting of Shareholders for the year 2008. The meeting was held at the Auditorium Meeting Room, Shinawatra Tower 3, 9th Floor, no.1010, Vipavadee Rangsit Road, Chatuchak, Bangkok. The agendas of the annual general meeting and the extraordinary general meeting of shareholders were announced in the Company’s website on the date the Board of Director approved the calling of the meeting and the agenda to enable the shareholders to know of the date and the agenda of the meeting even before the notice for the meeting was sent. The invitation letter to the meeting, together with information on the meeting agenda, was distributed to shareholders approximately 21 days before the meeting date. This meeting was attended by the Chairman of the Board of Directors, Chairman of the Audit Committee, Chairman of the Governance and Nomination Committee, Chairman of the Compensation Committee, Directors, and members. In each shareholder meeting, every shareholder has rights, including equitable treatment in acknowledging the information, rendering opinions and questioning according to the meeting agenda and issues under discussion. The Chairman of the meeting shall allocate sufficient time for each matter as well as promote queries and discussion. The shareholders will receive the agenda for the meeting and other documents for the meeting in advance both by post and via the Company’s website. In each shareholder meeting, the Company shall appoint at least one independent director to be the proxy for shareholders who cannot attend the meeting, and inform earlier on the invitation letter. The

Company also educates shareholders to understand their roles and encourages them to exercise their rights to protect their interests by distributing the pamphlet from the Stock Exchange of Thailand regarding “Good Shareholder Practice”. The pamphlet contains various important topics for shareholders such as the role of shareholders in overseeing the performance of the Board and Management, approving the financial statements, the appointment of the Company’s auditors, the appointment of directors, and fixing their remuneration, approving the increase in the Company’s registered capital and connected transactions, the voting process and the questioning of directors and management, including demanding remedy in case their rights are violated and forming an association to protect shareholders’ rights. To promote the rights of the Shareholders, on November 24, 2008, the Company has announced on the website inviting the minority shareholders to propose a qualified person to be appointed as the director of the Board of the Company and propose the meeting agenda for consideration of the annual general meeting of shareholders. 2.2 The Rights and Equitable Treatment of Stakeholders The Company has provided channels for stakeholders to communicate their opinions including to report the cases of finding, or receipt of unfair treatment due to, illegal acts or acts in violation of business ethics of officers or employees of the Company, by making report or complaint in writing and sending it to any one or more independent directors of the Company. Apart from that, the Company also makes available to the stakeholders inside the organization channels of communications through Internet Webboard, and the stakeholders outside the organization through website www.thaicom.net / telephone/e-mail to the Investors Relation Department/Corporate Communications Department or the Internal Audit Department. The Internal Audit Department shall investigate the facts alleged in the complaint and report to the Audit Committee and the Board of Directors and notify the Company to take corrective actions required for such complaint, and if the Company find that its employees/officers committed illegal acts or acts in violation of the Company’s business ethics, the Company shall proceed to impose appropriate punishment on the wrong does. Shareholders

Employees

: the Company intends to run the business for shareholder satisfaction by maintaining the Company’s profitability, adequate information disclosure, reliability and equitability. : the Company aims to develop a culture and work environment which is conducive to open-mindedness and respect for each individual’s ideas to achieve the same objective and vision, which is to create new innovations and improve existing products.

Customers

Suppliers

Competitors Society

: the Company has acquired ISO 9000 Certification to assure customer satisfaction that products and services are of international quality. : the Company’s business partnerships are made while considering its effect on the Company, compliance with laws and regulations, and fair trade. These relationships were made to benefit the value chain to the customers. : the Company’s policies support fair trade and free trade. The Company does not try to force a monopoly through its partners. : the Company’s objective does not only include profit-making. The Company realizes its obligation to society, thus it tries to open opportunities for everyone to participate in activities that will be beneficial to everyone concerned both here and abroad. In addition, the Company promotes the environment and natural preservation activities, and has the policy to select and promote the use of the environment friendliness products.

The Company takes account of the right of other stakeholders and considers the importance of the stakeholders’ support in creating the Company’s competitiveness and profitability and in building Company’s long term business success. The Company, therefore has policy to take care and look after the interest of all stakeholders, they are, the stakeholders inside the organization such as shareholders, employees, and the stakeholders outside the organization such as suppliers, customers, competitors and the public, and encourages the co-operation between and among stakeholders in accordance with their roles and responsibilities to ensure that the running of Company’s business can proceed smoothly, securely and in the interest of all stakeholders, for instance. 3. Information Disclosure and Transparency The Company values accurate, complete, thorough, and timely disclosure of financial, operational, and other relevant information for investors and concerned persons to use in investment decisions. This disclosure is made through communication channels via the Stock Exchange of Thailand (SET), the Securities and Exchange Commission (SEC), and the Company’s Internet web site. The Company has also established an Investors Relations Department to be responsible for communicating useful information to shareholders, investors, analysts, as well as preparing policies and handbooks for investor relations activities and information disclosure to the Stock Exchange in order to ensure that the Company fully complies with laws, rules and regulations.

Other than information disclosure according to the law, the Company also holds quarterly Mini Info Meetings to disclose operational performance to investors, analysts, fund managers, and interested persons, by a member of the Executive Committee to give explanations and reply to queries as they arise. Interested persons can contact and request information from the Investors Relations Department, tel. 02-596-5072-3, or search the website www.thaicom.net/ir In the year 2008, the Company used such Web to notify the shareholders of the agenda of the AGM and relevant information more than one month before the actual meeting. 4. Internal Control, Internal Auditing Activities and Risk Management 4.1 Internal Control and Internal Auditing Activities

The company has established Internal Control systems according to the standards set by the SET and the Committee of Sponsoring Organizations of the Treadway Commission or COSO. The Internal Control Framework consists of five components 1. Control Environment The Company has set up internal control systems in the areas of finance, accounting, operation, organization, and human resources including power of authority and finance authority based on the Good Corporate Governance policy of Shin Corporation. 2. Risk Assessment The Company has formed a Risk Management Committee and developed a risk management system based on recommended Enterprise Risk Management activities of COSO, customized to align with the Companyâ&#x20AC;&#x2122;s business and its continuing development. 3. Control Activities The Company has created control mechanisms for management and executives by adopting the Quality Management System of the ISO to align operations with the customerâ&#x20AC;&#x2122;s vision and other control activities which emphasize information reliability, asset safeguarding, and compliance with the rules and regulations of the Company and outside authorities and to strengthen information security. 4. Information and Communication The Company realizes the importance of its information system and the distribution of information to both inside and outside through its intranet and website. A culture of openness is promoted to emphasize communication between all levels. 5. Follow-up and Monitoring

The Company conducts performance assessment of employees two times a year and reports financial performance quarterly through a meeting with investors and other interested parties. In the Board of Directorsâ&#x20AC;&#x2122; Meeting no. 2/2009 on February 19, 2009 with the Audit Committee also attending, the sufficiency of the control of important document and internal control system were evaluated with five different measures, including organizational control and environment, risk management, management control activities, information systems and communication, and monitoring systems. The evaluation concluded that the Company has sufficient control of important document and internal control system, especially management control, to enable the Company, to safeguard assets from unauthorized persons and business transactions are conducted in accordance with approved level of authority, including being properly recorded to ensure reliability and accuracy of financial statements. The Company maintains documentary systems to make it available in a timely fashion for auditing process by external auditors and government authorities. Besides, there is a continuous development of the appropriate risk management system. The Company has an independent Internal Audit Office with approved charter from the Audit Committee and Management by reporting functionally to the Audit Committee and administratively to the CEO particularly on the day to day administrative transactions. The Internal Audit Office has unlimited access to information, personnel and all departments to achieve auditing activities and reports its result to the Audit Committee and CEO to activate corrective and preventive actions as well as continuous improvement on the timely fashion. In 2008, the Internal Audit Office adopted the results from risk management activities as information based to prepare its risk based audit plan from 2009-2011. The plan covered reliable of information on accounting and finance, efficiency and effectiveness of operation, compliance with rules and regulations, development of information technology and communication and development of quality management systems under ISO requirements. The Office also developed non-audit activities such as consulting on internal control of operation on newly business line. In addition, the Office had encouraged and trained internal auditors in modern internal auditing of the Institute of Internal Auditors for their learning and growth. The Internal Audit Office and KPMG Phoomchai Audit Ltd. did not find any material nonconformance of the control of important document and internal control systems in 2008. 4.2 Risk Management

The Company practiced risk management in accordance with the Risk Management Handbook and Guidelines of Shin Corporation Public Co. Ltd., by educating the staff, as well as

conducting workshops and established a Risk Management Committee comprised of the President and management at different levels. The Committee designed various steps of risk management concurrently with guidelines from the Stock Exchange of Thailand and typical management procedures which starts from analysis of internal and external environment, vision, mission and objective setting, strategies and measurement, risk identification and impact evaluation, prevent and lessen its impact through the business plan and internal control activities including, regularly reporting its results to the Board of Directors. Therefore, risk management of the Company becomes a continuous process supported by all levels. In 2008, the Risk Management Committee had appointed 6 sub committees to account for strategic risks, financial risks, THAICOM product risks, IPSTAR product risks, compliance risks and information technology risks. The sub committees were expected to further develop risk management in depth. 5. Corporate Philosophy and Code of Conduct In order to maintain operational standards and business ethics, the Company has established a written philosophy and code of conduct in order to become a leading company at both local and international levels that is recognized as responsible to employees, shareholders, customers, competitors, partners, creditors, and society, including the use of information, information disclosure, conflict of interest, safeguarding of company assets, participation in political activities, legal and regulatory compliance, good corporate governance, and reliable reporting. The Company designs reporting channels for management and employees to identify transactions that may conflict with the above standards independently though an Ethical Hotline on the internal website of the Company. The Company also prepares a program to build awareness on business ethics for management and employees through various steps as follows: 1. Provide basic knowledge of Ethics such as in the orientation for new employees. 2. Provide continuous knowledge of Ethics such as presentation of motion picture and ethical information in the Company intranet. 3. Stimulate ethical behavior in practice such as questionnaire distribution to all employees, result disclosure and maintain statistical surveys for progressive analysis of the program. In 2008, the Ethic Committee initiated â&#x20AC;&#x153;Whistle Blower Protectionâ&#x20AC;? to protect person who gave information in case where it was suspicious that there had been contravention or failure to comply with code of conduct or indication of fraud. 5.1 Inside Information

The Company is committed to ethics, integrity, and honesty in carrying out business with customers, partners, and shareholders and has Code of Conduct as a guideline for management and employees to adhere to. Disclosure of inside information by employees or management to others or for their own interests or involvement in activities that may lead to conflict of interest is considered severe misconduct and subjected them to the highest disciplinary action. In addition, the Company prohibits employees and management who work in the department or business unit that know inside information to buy or sell the Companyâ&#x20AC;&#x2122;s marketable securities during a month before disclosure of financial statements to the public. The Company also educates directors and management of duties to report, his or her as well as their close relatives, the holding or changes in holding of Companyâ&#x20AC;&#x2122;s securities to the Securities Exchange Commission (SEC) in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 and the SET regulations. Regarding supporting data or document within the group of companies, data rules have been issued to prevent leaked information e.g. requesting letter of confidentiality and prohibiting of photo copies without permission. 5.2 Conflict of Interest Acceptance of money or other benefits The directors, executives or employees having interests which may compromise them in the performance of their duties and affects the interests of customers and the Group shall comply with the followings. 1. The directors, executives and employees shall not accept personally money, gift or other things from customers, suppliers or other persons due to the fact that he or she is acting in the name of the Company. In the case they are offered gifts, or things not in the form of cash by customers, suppliers or third parties, they may accept such gifts, interests or things if such giving are in accordance with the custom or the events provide that such gifts or things are appropriate to the occasions and have a value not exceeding Baht 5,000. In case he or she has to accept gifts or things worth more than Baht 5,000, he or she shall report to his/ her superior for consideration. 2. The directors, executives and employees shall not borrow money or ask for donation from customers or persons doing business with the Company except borrowing money from the banks or financial institutions as their customer. 3. The directors, executives and employees may accept invitation to a business party in the Companyâ&#x20AC;&#x2122;s business interest but should avoid the invitation if such business party is inappropriate considering the relationship such person has or may have in the future with the Company. 4. The directors, executives, and employees may accept invitation for training, observation tour or seminar the expenses for which are paid by the customer/ supplier of the Company, provide

that it is strictly for the Companyâ&#x20AC;&#x2122;s business interest and approved by the superior and there is no other money or gifts given. 5. The Company has no policy to send the executives to be director of any company outside the Group. The executives ranking PG 13 and above must receive approval from appropriate superior for becoming a director of other companies except in non-profit charitable organizations and the holding of such directorship will not constitute a breach of the Laws or Regulations concerning the Companyâ&#x20AC;&#x2122;s business and shall not be for the purpose of using his/her position with the Company to promote other business interest. To be a director of a company outside the Group, the executives ranking PG 13-15 must receive approval from the Executive Chairman, the executives ranking UC must receive approval from the Executive Committee and the executives who are the President, the Executive Chairman or the director of the Company must receive approval from the Board of Directors.

แบบแสดงรายการขอมูลประจําป 2551

11.

บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Related Transactions

During the year 2008, the Company and its subsidiaries have the following list of related transactions as stated in the Notes to the Financial Statements by the Auditor as follows: Related Companies/Relationship

Advance Info Service (Public) Company Limited (“AIS”) / SHIN holds 42.67% shares with joint directors -Provides mobile phone service business

Transaction

Value of Related Transactions at December 31, 2008 (Mil.. Baht) Consolidated

1. Revenues - The Company leased transponders on THAICOM satellite.

51,89

- Web design service

5.03

- International Roaming service

2,75

2. Trade accounts receivable and accrued income 3. Expenses - The Company paid for mobile phone expenses of its executives and employees. 4. Trade accounts payable and other accrued expenses

5.93

6.23 9.37

สวนที่ 2 หนา 102

Reason and Necessity of Transaction

The Company is the sole service provider of transponder leasing in the country under ordinary course of business . Service fee was charged under normal contracts and trade conditions on an arm’s length basis. DTV , a subsidiary offered Web design service to general public under ordinary course of business. Service fee was charged on an arm’s length basis. LTC and Mfone, the joint ventures offered International Roaming Service in Laos and Cambodia under ordinary course of business. Service fee was charged based on market price on an arm’s length basis.

The Company Group used mobile phone services to support the ordinary course of business. ADVANC network covered overall service areas. Service fee was based on market price on an arm’ s length basis.

แบบแสดงรายการขอมูลประจําป 2551

บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Related Companies/Relationship

CS LoxInfo Public Company Limited (“CSL”) / The Company’s subsidiary is a shareholder holding 43.48% (after deducting treasury stock) and joint directors -Provides Internet and TV signal uplink/downlink services

Transaction

1. Revenues - The Company leased transponders on THAICOM satellite , provided TV signal uplink/downlink services and sold IPSTAR user terminals.

Value of Related Transactions at December 31, 2008 (Mil.. Baht) Consolidated 4.89

- Dividends

175.07

2. Trade accounts receivable and accrued income 3. Expenses - The Company paid for TV signal uplink/downlink and Internet service charges.

18.87

4. Trade accounts payable and other accrued expenses

25.26

23.50

สวนที่ 2 หนา 103

Reason and Necessity of Transaction

The Company is the country’s sole service provider of transponder leasing and the distributor of IPSTAR user terminals. Service fee was charged under normal contracts and conditions on an arm’s length basis. According to the resolution of the shareholders’ meeting or the Company’s Board of Directors meeting

The Company used TV signal uplink/downlink and Internet services under ordinary course of business. Service fee was charged under normal contracts and trade conditions on an arm’s length basis.

แบบแสดงรายการขอมูลประจําป 2551 Related Companies/Relationship

บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Transaction

SC Matchbox Co., Ltd.(“SMB”) / SHIN holds 99.96% shares. -Conducts advertising broker, agency business through all advertising media.

1. Expenses - DTV hired SMB for advertising and public relations services e.g. printed and advertising media. 2. Trade accounts payable and other accrued expenses

IT Applications and Services Co., Ltd. (“ITAS”) / SHIN holds 99.99% shares. -Provides management software package with related software and consultancy services. Singapore Telecommunications / Major shareholders jointly hold the Company’s shares.

1. Expenses - The Company used software service for accounting data processing. 2. Trade accounts payable and other accrued expenses

1. Expenses - The Company used transponder leasing service. 2. Trade accounts payable and other accrued expenses

Value of Related Transactions at December 31, 2008 (Mil.. Baht) Consolidated 3.93

0.18

7.44 0.06

0.75 0.11

สวนที่ 2 หนา 104

Reason and Necessity of Transaction

The Company used advertising and public relations services, which supported the ordinary course of business. Service fee was charged under normal contracts and trade conditions on an arm’s length basis.

The Company used software programs for accounting data processing, which supported the ordinary course of business but without reference notional value. Service fee was charged at prices closed to those of other companies that conduct the same nature of business.

The Company used transponder leasing service in providing services to customers, which supported the ordinary course of business. Service fee was charged under normal contracts and trade conditions on an arm’s length basis.

แบบแสดงรายการขอมูลประจําป 2551 Related Companies/Relationship

Codespace Inc / The Company and Codespace Inc jointly hold shares in SpacecodeLLC at 70%: 30%. -Provides engineering and development services on communication technology and electronics. Shenington Investments Pte Ltd (“SHEN”) / The Company and Asia Mobile Holdings Pte Ltd. (AMH) jointly hold shares in SHEN at 51%: 49%. - A holding company investing in telecom service business

บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Transaction

1. Expenses - The Company hired Codespace for development of products for IPSTAR project. 2. Trade accounts payable and others

1.Revenues - The Company provided consultancy services. SHEN paid consultancy and service fees on a monthly basis. Service fee was charged based on the cost of executives and employees providing the service in order to support business course of its subsidiaries. 2. Trade accounts receivable and accrued income

Value of Related Transactions at December 31, 2008 (Mil.. Baht) Consolidated 15.16 4.31

0.84

0.14

สวนที่ 2 หนา 105

Reason and Necessity of Transaction

Such transactions supported the ordinary course of business without reference notional value. Service fee was charged at an hourly rate plus actual expenses.

This is the Company’s supervision policy on subsidiaries to enable maximum benefits over the supervision.

แบบแสดงรายการขอมูลประจําป 2551 Related Companies/Relationship

Mfone Co., Ltd.(“Mfone”)/ SHEN holds 100% shares. - Provides telecom services in Cambodia.

บริษัท ชินแซทเทลไลท จํากัด (มหาชน) Value of Related Transactions at December 31, 2008 (Mil.. Baht) Consolidated

Transaction

1. Revenues - The Company leased transponders on THAICOM and IPSTAR satellites and sold IPSTAR User terminals. 2. Trade accounts receivable and accrued income 3. Expenses - The Company paid for broker fee and gateway operating fee.

Lao Telecommunication Co., Ltd (“LTC”) / SHEN and Lao People’s Democratic Republic jointly hold shares at 49%: 51%. - Provides telecom services in Lao People’s Democratic Republic.

1. Revenues - The Company leased transponders on THAICOM and IPSTAR satellites and sold IPSTAR user terminals. 2. Trade accounts accrued income

receivable

and

21.86

8.79

Reason and Necessity of Transaction

The Company provided transponder leasing service and distributed IPSTAR user terminals which supported the ordinary course of business. Service fee was charged under normal contracts and trade conditions on an arm’s length basis.

6.15

Such transactions supported the ordinary course of business. Service fee was charged under normal contracts and trade conditions on an arm’s length basis.

18.89

5.13

สวนที่ 2 หนา 106

แบบแสดงรายการขอมูลประจําป 2551 Related Companies/Relationship

Asia Mobile Holdings Pte Ltd. (“AMH”) / Major shareholders jointly hold the Company’s shares.

บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Transaction

1. Expenses - SHEN hired AMH to provide executives with marketing expertise for Mfone.

Value of Related Transactions at December 31, 2008 (Mil.. Baht) Consolidated 2.87

สวนที่ 2 หนา 107

Reason and Necessity of Transaction

The competition in Cambodia’s telecom (mobile phone) market being severe, Mfone was in need for executives with marketing expertise. AMH provided executives with the said qualifications for Mfone in order to increase Mfone’s mobile phone market share. Service fee was charged based on the cost of executives providing the consultation plus actual expenses.

แบบแสดงรายการขอมูลประจําป 2550

บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

Necessity and Justification of Transactions In 2008, Thaicom Plc. and its subsidiaries (“the Company”) had related transactions as shown in Note 4 of the 2008 audited financial statements. The auditor’s remarks on related transactions stated that those transactions which the Company had undertaken with SHIN group and Temasek Group e.g. its subsidiaries, associated companies, joint ventures, executives and other businesses on which SHIN and Temasek and the Company had significant influence, whether directly or indirectly, were shown as related transactions. The Company set the sale and purchase prices for goods and services with related parties under normal contracts and trade conditions on an arm’s length basis. Crucial transactions required to adhere to the rules set forth by the Securities Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) had been examined and approved of justification and necessity to the Company by the Audit Committee. Methods of Related Transactions Thaicom Plc. is a listed company in the Stock Exchange of Thailand. Its business target is to create maximum benefits to its shareholders with a policy to sufficiently disclose information to investors and abide by the rules, regulations and laws of the country where the Company undertakes business. To enable transparent proceedings on related transactions, lessen conflicts of interest and conform with good governance principles as well as the laws, rules and regulations of such related supervisory units as the Stock Exchange of Thailand (SET) and the Office of the SEC in order to provide sufficient information for investment decision, the Company has set up criteria for related transactions as follows: The Company proceed the related transactions between the Company and its subsidiaries on an arm’s length basis for the Company’s maximum interest under fair prices and business conditions which shall not create conflicts of interest . Where there is doubt whether related prices are based on an arm’s length basis or not , the Company is required to submit such transactions to the Audit Committee for approval prior to the proceeding. The Company has authorized its executives a certain limit of budget for endorsement in accordance with their ranks . Nevertheless, the approval authority is prohibited to those directors and executives who have stakes or may have personal conflicts of interest over the transactions. Additionally, these directors and executives, having no voting right shall not attend meetings related to the transactions. The Audit Committee shall examine the related transactions between the Company and its subsidiaries and related parties to ensure the conformity with the rules and regulations of the Stock Exchange of Thailand. However, the related transactions between the Company and related parties with less than 10% of shares will not be examined by the Audit Committee pursuant to the Notification of the Stock Exchange of Thailand Re: Disclosure of Information of Related Transactions.

สวนที่ 2 หนา 105

แบบแสดงรายการขอมูลประจําป 2550

บริษัท ชินแซทเทลไลท จํากัด (มหาชน)

The related transactions shall be conducted as usual since they are practiced under normal course of business and in accordance with trade conditions on an arm’s length basis with prices or remuneration fees within the rate approved in accordance with the Company’s financial practices. The vendor selection process is required to be regularly reviewed to ensure fair competition from outside vendors who may offer greater benefits to the Company and also serve as external sources for comparison of price and trading terms. The Company discloses information on related transactions in compliance with Article 47 of the Thai Generally Accepted Accounting Principles regarding disclosure of information on related parties , and in accordance with the regulations of the Office of the Securities Exchange Commission and the Stock Exchange of Thailand. The Legal and Compliance Department and the Accounting Department shall submit the related transactions or those which may cause conflicts of interest to the Audit Committee for examination and comments on necessity and justification for the Company’s maximum benefits before forwarding to the Board of Directors. In addition, related transactions shall be submitted by the Accounting Department on a monthly basis to comply with the rules and regulations of the Stock Exchange of Thailand (SET) and the Office of the Securities Exchange Committee (SEC). Future Policy or Trends of Related Transactions In the future, the Company may have to do related transactions through both customary and non-customary business transactions under reasonable prices and conditions that yield maximum benefits to the Company. Further, the Company will fully abide by the laws on securities and stock exchange, as well as rules, notifications, orders or regulations of the Stock Exchange of Thailand (SET) including regulations and practices relevant to disclosure of related transactions, acquisition or disposal of major assets of listed companies and subsidiaries. The related transactions will be disclosed in the notes to the financial s t a t e m e n t s a u d i t e d b y t h e a u d i t o r .

สวนที่ 2 หนา 106

วาระที่ 8 หนาที่ 1 Board of Directors’ responsibility for financial reporting The Board of Directors is responsible for Thaicom Public Company Limited (former name: Shin Satellite Public Company Limited)’s financial statements and Thaicom Public Company Limited and its subsidiaries’ consolidated financial statements, including the financial information presented in this annual report. The aforementioned financial statements are prepared in accordance with generally accepted accounting principles, on consistent basis, using careful judgment and their best estimation. Important information is adequately and transparently disclosed in the note to financial statements to the Company’s shareholders and investors. The Board of Directors has provided and maintained risk management system and appropriate and efficient internal controls to ensure that accounting records are accurate, with integrity and adequate to protect its assets and uncover weaknesses in order to prevent fraud or materially irregular operation. In this regard, the Audit Committee is responsible for reviewing the accounting policy and financial reports, internal controls, internal audit and risk management systems. Comments on these issues have been included in the Audit Committee Report which is presented in this annual report. The financial statements of the Company and the consolidated financial statements of Company and its subsidiaries have been examined by an external auditor, KPMG Phoomchai Audit Ltd. In conducting their audit and to express an opinion in accordance with generally accepted auditing standards, the Company has supported them with all of the Company’s records and related data. The auditor’s opinion is presented in the auditor’s report as part of this annual report. The Board of Directors believes that the Company’s overall internal control system has functioned up to a satisfactory level and rendered credibility and reliability to Thaicom Public Company Limited’s financial statements and the consolidated financial statements of Thaicom Public Company Limited and its subsidiaries for the year ended 31 December 2008, that they have been prepared according to generally accepted accounting principles and related regulations.

Mr. Paron Israsena Chairman of the Board of Directors

Mr. Dumrong Kasemset Director

Audit Report of Certified Public Accountant To the Shareholders of Thaicom Public Company Limited (Former name: Shin Satellite Public Company Limited) I have audited the accompanying consolidated and separate balance sheets as at 31 December 2008, and the related statements of income, changes in equity and cash flows for the year then ended of Thaicom Public Company Limited and its subsidiaries, and of Thaicom Public Company Limited, respectively. The Companyâ&#x20AC;&#x2122;s management is responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to express an opinion on these financial statements based on my audits. The consolidated and separate financial statements of Thaicom Public Company Limited and its subsidiaries, and of Thaicom Public Company Limited, respectively, for the year ended 31 December 2007 were audited by another auditor whose report dated 20 February 2008 expressed an unqualified opinion on those statements. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the financial positions as at 31 December 2008 and the results of operations and cash flows for the year then ended of Thaicom Public Company Limited and its subsidiaries, and of Thaicom Public Company Limited, respectively, in accordance with generally accepted accounting principles.

(Winid Silamongkol) Certified Public Accountant Registration No. 3378

KPMG Phoomchai Audit Ltd. Bangkok 19 February 2009

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Balance Sheets As at 31 December 2008 and 2007

Assets

Note

Consolidated

Separate

financial statements

2008

2007

2008

2007

(in Baht)

Current assets Cash and cash equivalents

1,173,334,744

2,428,508,905

620,544,092

2,087,156,864

917,861,985

931,406,951

849,701,474

782,528,140

70,878,988

16,575,277

84,579,767

78,200,291

168,804,735

200,254,967

Trade accounts receivable and accrued income Amounts due from related parties Short-term loans and advance to subsidiaries Inventories

4 7

Prepaid insurance Other current assets

Total current assets

543,671,024

531,457,853

343,818,356

368,180,154

139,262,486

150,985,691

136,388,480

149,082,238

218,067,654

254,524,458

118,014,457

214,901,334

3,063,076,881

4,313,459,135

2,321,851,361

3,880,303,988

Non-current assets Investments in subsidiaries, jointly - controlled entities and associate

380,790,978

676,231,444

795,788,595

882,059,138

Long-term loan to another company

10,701,690

13,845,347

10,701,690

13,845,347

Property and equipment

5,515,249,408

4,504,867,545

1,405,718,442

1,595,752,099

17,069,059,662

18,776,989,358

17,069,059,662

18,776,989,358

Deferred charges

10,064,887

51,068,408

8,458,123

16,619,657

Intangible assets

1,281,313,510

1,302,194,005

1,087,058,754

1,160,299,355

Deferred tax assets

569,776,054

83,658,860

439,250,230

34,497,228

Other non-current assets

521,226,492

379,163,969

490,340,891

357,266,754

Total non-current assets

25,358,182,681

25,788,018,936

21,306,376,387

22,837,328,936

Total assets

28,421,259,562

30,101,478,071

23,628,227,748

26,717,632,924

Property and equipment under operating agreements

The accompanying notes are an integral part of these financial statements. 2

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Balance Sheets As at 31 December 2008 and 2007

Liabilities and equity

Note

Consolidated

Separate

financial statements

2008

2007

2008

2007

(in Baht)

Current liabilities Short-term loans from financial institutions

296,201,798

344,833,098

Trade accounts payable

517,059,794

513,889,212

300,080,163

350,616,848

215,771,027

141,159,097

12,512,777

19,811,572

Accounts payable - property and equipment

Amounts due to related parties

5,931,869

13,739,726

25,474,421

20,567,552

Current portion of long-term loans

1,292,422,169

1,139,221,122

1,134,913,275

542,989,056

Advance receipts from customers

193,765,223

209,131,945

42,850,084

95,713,984

Accrued operating agreement fee

559,545,080

529,795,081

474,984,745

456,360,170

Accrued expenses

242,902,049

226,222,746

160,922,845

164,003,424

69,394,844

1,338,377,947

149,933,979

163,600,402

83,795,795

128,009,063

3,542,927,832

4,619,970,376

2,235,534,105

3,068,069,779

816,746,710

293,499,612

Income tax payable Other current liabilities

Total current liabilities

1,289,998,110

Non-current liabilities Long-term accounts payable - property and equipment

Long-term loans

7,721,405,388

8,360,572,981

Deferred tax liabilities

139,530,863

57,815,620

97,404,453

85,446,676

81,468,859

78,064,301

8,775,087,414

8,797,334,889

6,949,747,331

7,789,129,693

12,318,015,246

13,417,305,265

9,185,281,436

10,857,199,472

Other non-current liabilities Total non-current liabilities Total liabilities

6,868,278,472 -

7,711,065,392 -

The accompanying notes are an integral part of these financial statements. 3

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Balance Sheets As at 31 December 2008 and 2007

Liabilities and equity

Note

Consolidated

Separate

financial statements

2008

2007

2008

2007

(in Baht)

Equity Share capital

Authorised share capital

5,660,411,500

Issued and paid-up share capital

5,479,687,700

5,461,094,470

5,479,687,700

5,461,094,470

4,301,989,672

4,297,233,530

4,301,989,672

4,297,233,530

346,224,720

(101,247,548)

(207,203,715)

413,853,344

5,618,015,334

6,331,201,641

4,247,415,596

5,688,252,108

16,058,523,222

16,642,403,990

14,442,946,312

15,860,433,452

44,721,094

41,768,816

Total equity

16,103,244,316

16,684,172,806

14,442,946,312

15,860,433,452

Total liabilities and equity

28,421,259,562

30,101,478,071

23,628,227,748

26,717,632,924

Reserves Share premium

Unrealised profit on changes on shareholding in a subsidiary and an associate Currency translation changes Retained earnings Appropriated Legal reserve Unappropriated

Total equity attributable to equity holders of the Company Minority interests

The accompanying notes are an integral part of these financial statements. 4

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Statements of Income For the years ended 31 December 2008 and 2007

Note

Consolidated

Separate

financial statements

2008

2007

2008

2007

(in Baht)

Revenues

Revenues from sale of goods and rendering of services Gain on sales of investment

7,012,968,141

Dividend income Other income

6,435,085,790 5,126,732,155 -

4,285,313,402

3,771,116,634

6,541,165,760

138,072,420

67,992,778

81,757,253

67,204,519

105,215,936

7,148,165,438

11,748,791,134

4,406,157,355

10,630,280,833

5,294,481,099

5,115,344,488

4,024,840,905

3,796,393,693

485,731,245

476,568,113

425,220,009

395,444,875

1,513,692,231

1,395,613,319

1,134,861,817

924,764,249

7,775,675

7,522,185

7,245,000

6,945,000

369,311,152

(1,050,119,963)

280,321,740

(985,275,990)

7,670,991,402

5,944,928,142

5,872,489,471

4,138,271,827

(522,825,964)

5,803,862,992

(1,466,332,116)

6,492,009,006

(449,960,751)

(808,926,938)

(379,257,398)

(686,256,121)

261,216,625

(1,951,529,789)

404,753,002

(1,798,801,347)

(711,570,090)

3,043,406,265

(1,440,836,512)

4,006,951,538

(713,186,307)

3,039,730,267

1,616,217

3,675,998

(711,570,090)

3,043,406,265

(1,440,836,512)

4,006,951,538

Basic

(0.65)

2.78

(1.32)

3.67

Diluted

(0.65)

2.78

(1.32)

3.67

120,843,953

179,926,019

Share of profits from investment accounted for using the equity method Total revenues Expenses

Cost of sale of goods and rendering of services Operating agreements fee Selling and administrative expenses Directorsâ&#x20AC;&#x2122; remuneration Net foreign exchange (gain) loss Total expenses Profit (loss) before interest and income tax expenses Interest expense Income tax

Profit (loss) for the year

Attributable to: Equity holders of the Company Minority interests Profit (loss) for the year

Earnings (loss) per share

The accompanying notes are an integral part of these financial statements. 5

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Statements of Changes in Equity For the years ended 31 December 2008 and 2007 Consolidated financial statements Equity holders of the Company Unrealised

Total

cumulative Issued and

Note

Minority

Total

interests

equity

Retained earnings

gain on dilution

Currency

Appropriated

Unappro-

paid-up

of investment in

translation

to legal

priated

share capital

premium

a subsidiary

changes

reserve (in Baht)

Balance at 1 January 2007

5,455,346,265

4,295,763,142

376,224,720

(310,912,580)

213,505,767

3,491,818,951

13,521,746,265

55,922,995

13,577,669,260

Changes in equity for 2007 9 i)

9 j)

Decrease in minority interests during the year

Legal reserve

Profit for the year

Total recognised income and expense

Partial sale of investment in a subsidiary

151,270,988

(30,000,000)

(47,562,123)

Loss from increase in shareholding in an associate

(30,000,000)

Translation loss relating to financial statements of foreign operations

(47,562,123)

(17,830,177)

200,347,577

(200,347,577)

200,347,577

(200,347,577)

73,708,865

3,039,730,267

3,675,998

3,043,406,265

2,839,382,690

3,113,439,132

(14,154,179)

3,099,284,953

Net income (expense) recognised directly in equity

(30,000,000) (30,000,000)

103,708,865 103,708,865

200,347,577

(17,830,177)

55,878,688

Issue of share capital Ordinary shares Balance at 31 December 2007

5,748,205

1,470,388

5,461,094,470

4,297,233,530

346,224,720

(207,203,715)

413,853,344

6,331,201,641

7,218,593 16,642,403,990

41,768,816

7,218,593 16,684,172,806

The accompanying notes are an integral part of these financial statements. 6

Total

cumulative Issued and

Note

Minority

Total

interests

equity

Retained earnings

gain on dilution

Currency

Appropriated

Unappro-

paid-up

of investment in

translation

to legal

priated

share capital

premium

a subsidiary

changes

reserve (in Baht)

Balance at 1 January 2008

5,461,094,470

4,297,233,530

346,224,720

(207,203,715)

413,853,344

6,331,201,641

16,642,403,990

41,768,816

16,684,172,806

Changes in equity for 2008 Translation loss relating to financial statements of foreign operations

105,956,167

1,336,061

107,292,228

105,956,167

1,336,061

107,292,228

Profit (loss) for the year

Total recognised income and expense

Net income (expense) recognised directly in equity

105,956,167

(713,186,307)

1,616,217

(711,570,090)

(713,186,307)

(607,230,140)

2,952,278

(604,277,862)

Issue of share capital Ordinary shares Balance at 31 December 2008

18,593,230

4,756,142

5,479,687,700

4,301,989,672

346,224,720

(101,247,548)

413,853,344

5,618,015,334

23,349,372 16,058,523,222

44,721,094

23,349,372 16,103,244,316

The accompanying notes are an integral part of these financial statements. 7

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Statements of Changes in Equity For the years ended 31 December 2008 and 2007 Separate financial statements Equity holders of the Company

Retained earnings Issued and

Note

Total

Appropriated

Unappropriated

paid-up

to legal

share capital

premium

reserve (in Baht)

Balance at 1 January 2007

5,455,346,265

4,295,763,142

213,505,767

1,881,648,147

11,846,263,321

Changes in equity for 2007 Legal reserve

200,347,577

(200,347,577)

Net income (expense) recognised directly in equity

200,347,577

(200,347,577)

Profit for the year

Total recognised income and expense

200,347,577

4,006,951,538

3,806,603,961

4,006,951,538

Issue of share capital Ordinary shares Balance at 31 December 2007

5,748,205

1,470,388

5,461,094,470

4,297,233,530

413,853,344

5,688,252,108

7,218,593 15,860,433,452

The accompanying notes are an integral part of these financial statements. 8

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Statements of Changes in Equity For the years ended 31 December 2008 and 2007 Separate financial statements Equity holders of the Company

Total

Retained earnings Issued and

Note

Appropriated

Unappropriated

paid-up

to legal

share capital

premium

reserve (in Baht)

Balance at 1 January 2008

5,461,094,470

4,297,233,530

413,853,344

5,688,252,108

15,860,433,452

Changes in equity for 2008 Loss for the year

(1,440,836,512)

Total recognised income and expense

(1,440,836,512)

Issue of share capital Ordinary shares Balance at 31 December 2008

18,593,230

4,756,142

5,479,687,700

4,301,989,672

413,853,344

4,247,415,596

23,349,372 14,442,946,312

The accompanying notes are an integral part of these financial statements. 9

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Statements of Cash Flows For the years ended 31 December 2008 and 2007

Note

Consolidated

Separate

financial statements

2008

2007

2008

2007

(in Baht) Cash flows from operating activities Profit (loss) for the year

(713,186,307)

3,039,730,267

(1,440,836,512)

4,006,951,538

Adjustments for Allowance for doubtful account

150,724,490

Doubtful debts expense Depreciation and amortisation

11, 12

44,752,824 6,042,207

127,550,092 -

22,003,648 6,042,207

2,541,821,866

2,643,387,094

2,170,691,148

2,199,630,902

Amortisation of finance cost

109,456,414

114,033,403

109,456,414

114,033,403

Interest income

(50,974,654)

(58,818,057)

(50,764,131)

(57,857,938)

Interest expense

449,960,751

808,926,938

379,257,398

686,256,121

Unrealised (gain) loss on exchange rate

240,844,553

(471,843,368)

299,518,992

(604,028,973)

Realised (gain) loss on exchange rate

(952,320)

(338,341,900)

Profit (loss) on minority interest inventory

(1,616,217)

3,675,998

(Reversal of) allowance for obsolete

28,302,705

(8,549,763)

(Gain) loss on disposal of property and equipment

(943,236)

(Gain) loss on impairment of property and equipment

Gain from sale of long-term investment

Write-off property and equipment

4 and 9 i) 11

20,562,782

(67,204,519)

738,498 1,398,165 (5,126,732,155) 1,170,988

(952,320)

(338,341,900)

18,433,953 (943,229)

(9,957,553) (39,895,403)

715,945

(6,541,165,760) 1,118,415

Share of profits from investments accounted for using the equity method Investment value adjustment

Income tax

(261,216,625) 2,445,579,683

(105,215,936) 1,951,529,789 2,505,884,992

121,373,338 (404,753,002) 1,328,748,086

1,798,801,347 1,243,590,054

Changes in operating assets and liabilities Trade accounts receivable and accrued income

(137,179,524)

332,517,605

(194,723,427)

272,232,856

Amounts due from related parties

(54,303,711)

(15,634,712)

(6,379,476)

(67,398,223)

Inventories

(32,261,490)

(211,414,885)

14,182,231

(105,324,649)

11,723,205

62,528,776

12,693,758

Prepaid insurance Dividend receivable Other current assets Other non-current assets Trade accounts payable

63,941,614 (138,072,420)

57,800,049

(39,058,327)

54,102,535

(33,675,069)

(28,350,109)

(34,938,535)

(51,619,856)

(25,558,743)

3,170,582

234,230,137

(50,536,685)

12,831,894

(7,807,857)

(15,073,097)

4,906,869

(7,580,726)

Advance receipts from customers

16,027,406

(22,481,995)

(52,863,900)

(77,088,590)

Accrued operating fee

29,749,999

45,298,215

18,624,575

(5,562,339)

Accrued expenses

40,286,734

41,390,205

(3,121,564)

5,058,113

(45,060,552)

(34,186,968)

(44,213,268)

(5,375,846)

11,956,926

(62,060,009)

3,404,556

(70,111,133)

Amounts due to related parties

Other current liabilities Other non-current liabilities Interest received

90,028,899

18,777,686

86,741,444

13,841,683

Interest paid

(470,140,275)

(818,434,690)

(398,790,429)

(693,572,675)

Income taxes paid Net cash provided by (used in) operating activities

(174,496,339)

(252,872,472)

(74,647,252)

(67,550,232)

646,508,197

314,625,569

1,756,723,626

1,734,471,926

The accompanying notes are an integral part of these financial statements. 10

Thaicom Public Company Limited and its Subsidiaries (former name: Shin Satellite Public Company Limited) Statements of Cash Flows For the years ended 31 December 2008 and 2007

Note

Consolidated

Separate

financial statements

2008

2007

2008

2007

(in Baht) Cash flows from investing activities Dividends received

9 f)

Net cash outflow on acquisition of subsidiaries

9 a) and d)

Receipts from sale of long-term investment

9 b) and f)

Income taxes paid from gain on sale of investment

107,542,993 187,574,993 (1,289,998,110)

Short-term loans and advance to related company

Payments for property and equipment

85,033,997 (1,563,750) 6,613,904,296 18,843

138,072,420

(12,100,870) -

6,673,406,911

(1,289,998,110)

28,126,042

(203,230,820)

(180,325,038)

(292,781,649)

(754,299,096)

(1,360,295,908)

Payments for deferred charges

(1,016,295)

(10,630,698)

Payments for intangible assets

(91,494,914)

(33,118,528)

(27,407,092)

(26,023,944)

1,080,573

4,636,868

1,080,573

142,044,039

Proceeds from sales of property and equipment Net cash provided by (used in) investing activities

(1,840,609,856)

5,297,985,120

(1,480,624,495)

6,431,486,957

Cash flows from financing activities Proceeds from increase in share capital

23,349,372

7,218,596

Proceeds from short-term borrowings

130,261,258

570,786,289

23,349,372

7,218,593

Proceeds from long-term borrowings 15

298,138,738

Repayments of short-term borrowings

of finance cost, net

(185,118,714)

(521,891,984)

6,580,692

3,084,112

6,580,692

Repayments of long-term borrowings Net cash provided by (used in) financing activities

(1,431,154,615)

(5,024,888,896)

(652,165,988)

(4,777,280,990)

(1,164,523,961)

(4,962,195,303)

(625,732,504)

(4,763,481,705)

(1,248,410,191)

2,070,261,743

Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year

2,428,508,905

362,692,529

(1,459,848,802) 2,087,156,864

1,982,630,821 108,971,410

Effects of exchange rate changes on balances held in foreign currencies Cash and cash equivalents at end of year Supplementary information for cash flows Income taxes paid

(6,763,970) 5

(4,445,367)

(6,763,970)

(4,445,367)

1,173,334,744

2,428,508,905

620,544,092

2,087,156,864

1,464,494,449

252,872,472

1,364,645,362

67,550,232

943,465,404

82,612,463

3,577,325

9,381,445

Non-cash transactions Acquisition of property and equipment by issue of debt

The accompanying notes are an integral part of these financial statements. 11

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Note

Contents

1 2 3 4 5 6 7 8 9 10 11 12

General information Basis of preparation of the financial statements Significant accounting policies Related party transactions and balances Cash and Cash equivalents Trade accounts receivable and accrued income Inventories Other current assets Investments in subsidiaries, jointly-controlled entities and associates Long-term loan to another company Property and equipment Property and equipment under agreements for operation, deferred charges and intangible assets Deferred tax Other non-current assets Interest-bearing liabilities Trade accounts payable Other current liabilities Share capital, premium on share capital and warrants Reserves Segment information Other income Operating profit (loss) Provident funds Income tax Promotional privileges Earnings (loss) per share Financial instruments Commitments Contingent liabilities Events after the balance sheet date Reclassification of accounts

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 These notes form an integral part of the financial statements. The financial statements were authorised for issue by the directors on 19 February 2009.

General information Shin Satellite Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office at 414 Phaholyotin Road, Samsen Nai, Phayathai, Bangkok 10400. At the Annual General Meeting of the Company shareholders, held on 9 April 2008, a resolution was passed approving the name change of the Company to “Thaicom Public Company Limited”, which was registered with the Ministry of Commerce on 10 April 2008. The Company was listed on the Stock Exchange of Thailand in January 1994. The Company’s major shareholder was Shin Corporation Public Company Limited (41.14% shareholding) which is incorporated in Thailand. The Company, its subsidiaries, associate, and jointly controlled entities (Collectively referred to as “the Group”) are primarily involved in transponder services for domestic and international communications, sale of user terminal of iPSTAR, broadband content services, sale of direct television equipment, Internet data center services, Internet services, satellite uplink-downlink services, printing and publishing of business telephone directories, banner advertising, telephone network services, mobile contents, and engineering and development services on communication technology and electronics, which are mainly operated under agreements for operation. The Group has operations in 9 countries; Thailand, Singapore, Cambodia, Lao PDR, Australia, New Zealand, the United States of America, Mauritius and the British Virgin Islands. The Company obtained agreements for operation from the Ministry of Transport and Communications for a period of 30 years to operate and administer satellite projects and to render transponder services for domestic and international communications as well as the right to collect, for a 30-year period, service charges from users of the transponders. These agreements for operation have been transferred to the Ministry of Information Communication and Technology and will expire in 2021. Details of the Company’s subsidiaries and jointly controlled entities as at 31 December 2008 and 2007 were as follows: Name of the entity

Type of business

Country of incorporation

Direct subsidiaries DTV Service Company Limited (former name : Shin Broadband Internet (Thailand) Company Limited)

Providing meeting center via internet and broadband content services and sale of direct television equipment

Thailand

iPSTAR Company Limited

Providing iPSTAR transponder services

The British

Ownership Interest (%) 2008 2007 100

100

99.68

99.24

Virgin Islands

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Name of the entity

Star Nucleus Company Limited

Type of business

Providing broadband technological services via iPSTAR satellite

Country of incorporation The British

Ownership Interest (%) 2008 2007 70 70

Virgin Islands

Spacecode LLC

Providing engineering and development services, technology and electronics

The United States of America

IPSTAR International

Providing iPSTAR transponder services

Singapore

100

IPSTAR Global Services Company Limited

Providing iPSTAR transponder service

Mauritius

100

Cambodian DTV Network Limited

Sale of direct television equipment

Cambodia

100

Thailand

88.52

71.85

Pte Limited

Indirect subsidiaries Subsidiary of DTV Service Company Limited NTU (Thailand) Company Limited

Provide organizing services related to conduct training, educational seminar and spread the various kind of knowledge.

Subsidiaries of iPSTAR Company Limited IPSTAR Australia Pty Limited

Sale of user terminal of iPSTAR and providing iPSTAR transponder services in Australia.

Australia

100

IPSTAR New Zealand Company Limited

Sale of user terminal of iPSTAR and providing iPSTAR transponder services in New Zealand

New Zealand

100

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Name of the entity

Type of business

Country of incorporation

Ownership Interest (%) 2008 2007

Jointly-controlled entities Shenington Investments Pte Limited

Holding company for investment in international telecommunications

Singapore

Cambodia

Lao PDR

24.99

Subsidiaries of Shenington Investments Pte Limited Mfone Company Limited (former name: Cambodia Shinawatra Company Limited)

Providing fixed line, mobile phone and Internet services

Jointly- controlled of Shenington Investments Pte Limited Lao Telecommunications Company Limited

Providing fixed line, mobile phone, public phone, public international facilities and Internet services

Basis of preparation of financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand under the Accounting Profession Act B.E.2547, and the financial reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act B.E.2535. The Group has adopted the following new and revised Thai Accounting Standards (TAS) which were issued by the FAP during 2007 and effective for accounting periods beginning on or after 1 January 2008: TAS 25 (revised 2007)

Cash Flow Statements

TAS 29 (revised 2007)

Leases

TAS 31 (revised 2007)

Inventories

TAS 33 (revised 2007)

Borrowing Costs

TAS 35 (revised 2007)

Presentation of Financial Statements

Accounting Policies, Changes in Accounting Estimates and Errors

TAS 41 (revised 2007)

Interim Financial Reporting

TAS 43 (revised 2007)

Business Combinations

TAS 49 (revised 2007)

Construction Contracts

TAS 51

Intangible Assets

The adoption of these new and revised TAS does not have any material impact on the consolidated or separated financial statements except TAS 43 (revised 2007) “Business Combinations” requires that the acquirer shall, at the acquisition date, recognize goodwill acquired in a business combination as an asset at cost. After initial recognition, goodwill shall be measured at cost less any accumulated impairment losses. Transitional provisions shall be applied to any goodwill carried in the financial statements at the beginning of the first annual accounting period beginning on or after 1 January 2008 that arose from a business combination for which the agreement date was before 1 January 2008. The transitional provisions are to discontinue amortising such goodwill; eliminate the carrying amount of the related accumulated amortisation with a corresponding decrease in goodwill; and from the beginning of the first annual period beginning on or after 1 January 2008 test all goodwill arising from business combinations for impairment in accordance with TAS 36 “Impairment of Assets”. The change of accounting policy by the Group has no effect on the separate financial statements of the Company. The FAP has issued during 2008 a number of revised TAS which are only effective for financial statements beginning on or after 1 January 2009 and have not been adopted in the preparation of these financial statements. These revised TAS are as follows: TAS 36 (revised 2007)

Impairment of Assets

TAS 54 (revised 2007)

Non-current Assets Held for Sale and Discontinued Operations

The adoption and initial application of these revised TAS is not expected to have any material impact on the consolidated or separate financial statements. The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest thousand unless otherwise stated. They are prepared on the historical cost basis except as stated in the accounting policies. The preparation of financial statements in conformity with TAS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These judgements, estimates and assumptions are based on historical experience and various other factors, including management’s assessment of the potential impact on the Group’s operations and financial position of the economic crisis. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Information about significant areas of estimates and assumptions in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is as follows: •

The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments (note 6).

•

Net realisable value of inventory is estimated by the expected selling price, less relevant expenses (note 7).

•

The estimated useful lives of fixed assets including building, property and equipment, property and equipment under operating agreements and intangible assets are based on future economic benefits of assets or, if it is shorter, the lease term (note 11and 12).

•

The measurement of the recoverable amounts of building, property and equipment, property and equipment under operating agreements and intangible assets containing goodwill is assessed by the net present value of estimated future cash flow that occur from continuing to use such assets or the asset’s selling price less relevant expenses, whichever is higher (note 11and 12).

•

Lease classification where the Group assumes substantially all the benefits and risks of ownership are transferred to lessee is classified as finance leases. While leases not transferring a significant portion of the risks and rewards of ownership are classified as operating leases (note 11).

•

The utilisation of deferred tax assets derived from tax losses are recognised to the extent that it is probable that future taxable profit will be available against such deferred tax assets which can be utilized (note 13).

•

Provisions and contingencies are recognized when there is a probability that the Group’s resources will be required to settle. Provisions are measured at the present value at the balance sheet date. (note 28 and 29).

•

The measurement of fair values of financial derivative; foreign currency forward contracts are determined by using forward exchange market rates at the balance sheet date. The fair values of cross currency and interest rate swap contracts are determined by using reference rate from commissioner at the balance sheet date (note 27).

Significant accounting policies

(a)

Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries and jointlycontrolled entities (together referred to as the “Group”) and the Group’s interests in associates. Significant intra-group transactions between the Company and its subsidiaries and jointlycontrolled entities are eliminated on consolidation.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Subsidiaries Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Jointly-controlled entities Jointly-controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement. The consolidated financial statements include the Group’s proportionate share of the entities’ assets, liabilities, revenue and expenses combined with items of a similar nature on a line by line basis, from the date that joint control commences until the date that joint control ceases. Associates Associates are those companies in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Business combinations Business combinations are accounted for using the purchase method. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Gain (loss) on dilution from investment Dilution gains or losses that arise on shares issued by subsidiaries, jointly-controlled entities or associates to third parties are recognized as an unrealised gain (loss) on dilution of investment which is presented in equity in the balance sheet in consolidated financial statements. (b)

Foreign currencies Transactions denominated in foreign currencies are translated into Thai Baht at the rate of exchange prevailing on the transaction dates. Monetary assets and liabilities at the balance sheet date denominated in foreign currencies are translated into Thai Baht at the rate of exchange prevailing at the balance sheet date. Gains and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statements. Statements of income and cash flows of foreign entities are translated into the Group’s reporting currency at the weighted average exchange rates for the year and balance sheets are translated at the exchange rates ruling on the balance sheet date. Currency translation differences arising from the retranslation of the net investment in foreign entities are taken to equity. On disposal of a

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 foreign entity, accumulated currency translation differences are recognised as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of foreign entities are stated at exchange rates ruling on the balance sheet date. (c)

Financial instruments Financial instruments carried on the balance sheet include cash and cash equivalents, short-term investments, trade receivables, amounts due from related parties, short-term loans and advances to related parties, deposits, long-term loan to another company, trade creditors, accounts payableproperty and equipment, amounts due to related parties, and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. The Group is a party to financial instruments that reduce exposure to fluctuations in foreign currency exchange and interest rates. These instruments mainly comprise : Derivative instruments Derivative instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The changes in the fair value are recognised immediately in the statement of income. Fair value estimation The fair values of foreign currency forward contracts and foreign currency option contracts are determined using forward exchange market rates at the balance sheet date. Disclosures related to financial instruments to which the Group is a party are provided in Note 27.

(d)

Cash and cash equivalents Cash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of operating activities for the purpose of the statement of cash flows.

(e)

Trade and other accounts receivable Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts. The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred and recognized in the statement of income as selling and administrative expenses.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 (f)

Inventories Inventories are stated at the lower of cost or net realisable value. Cost is determined by the weighted average method. The cost of purchase comprises both the purchase price and costs directly attributable to the acquisition of the inventory, such as taxes and transportation charges, less all attributable discounts, allowances or rebates. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity), but excludes borrowing costs. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. Allowance is made, where necessary, for obsolete, slow-moving and defective inventories.

(g)

Investments Investments in subsidiaries, jointly-controlled entities and associates Investments in subsidiaries, jointly-controlled entities and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method.

(h)

Property and equipment All property and equipment is initially recorded at cost, and subsequently stated at historical cost less accumulated depreciation. Depreciation is calculated using the straight-line method to write off the cost of each asset to its residual values over its estimated useful life as follows: Leasehold land Buildings and improvements Equipment Furniture and fixtures Office equipment Computer equipment Motor vehicles

30 5-10 5-10 5 5 3-5 5

years years years years years years years

Borrowing costs to finance the construction of property and equipment are capitalised during the period of time that is required to complete and prepare the property and equipment for its intended use as part of the cost of the asset. The borrowing cost includes interest on bank overdrafts, shortterm and long-term borrowings, amortisation of discounted bills of exchange, amortisation of deferred financial expenses and related taxes. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The estimated recoverable amount is the higher of the anticipated, discounted cash flows from the continuing use of the asset and the amount obtainable from the sale of the asset, less any cost of disposal. Gains and losses on disposal of property and equipment are determined by reference to their carrying amount and are taken into account in determining in operating profit.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Repair and maintenance expenses are charged to the income statements during the financial year in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related assets. (i)

Property and equipment under agreements for operation Property and equipment under agreements for operation comprises satellites, commanding and monitoring stations, and other operational equipment, where title has been transferred to the Government agency. They are amortised using the straight-line method over the shorter of the estimated useful lives of satellites and other related assets, or the operation period, ranging from 5 to 27.5 years. Property and equipment under agreements for operation is not revalued. Its carrying amount is reviewed annually and adjusted for impairment where it is considered necessary. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The estimated recoverable amount is the higher of the anticipated, discounted cash flows from the continuing use of the asset and the amount obtainable from the sale of the asset, less any cost of disposal.

(j)

Deferred charges Deferred charges principally represent rights to the use of equipment and costs of equipment provided to certain overseas customers in connection with the utilisation of transponder services. The rights to the use of the equipment is amortised using the straight-line method over 5 years. The cost of equipment provided to certain overseas customers in connection with the utilisation of transponder services, which is a transfer of equipment to customers at the end of the service agreement, is amortised on the straight-line basis over the period of each service agreement.

(k)

Intangible assets Goodwill Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Groupâ&#x20AC;&#x2122;s share of the identifiable net assets acquired. Negative goodwill in a business combination represents the excess of the fair value of the Groupâ&#x20AC;&#x2122;s share of the identifiable net assets acquired over the cost of acquisition. The Group has changed its accounting policy for goodwill with effect from 1 January 2008 as discussed in note 2. Acquisitions prior to 1 January 2008 Goodwill represents the amount recognised under the Groupâ&#x20AC;&#x2122;s previous accounting policy under which goodwill and negative goodwill was stated at cost less accumulated amortisation and impairment losses Acquisitions on or after 1 January 2008 Goodwill is stated at cost. Negative goodwill is recognised immediately in the statement of income. Subsequent measurement Goodwill is measured at cost less impairment losses. In respect of equity accounted investments, the carrying amount of goodwill is included in the carrying amount of the investment.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Other intangible assets Other intangible assets that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated amortisation and impairment losses. The cost of other intangible assets comprises the development of IPSTAR technology, expenditure on acquired software, patents, trademarks and licenses and is amortised using the straight-line method over their period of their benefits of related assets for a period of 5 to 15.75 years. Specific software is recognised as assets when acquired and operate to intended purposes and is amortised using the straight-line method over their expected benefits for a period of 3 - 5 years. Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will be a success considering its commercial and technological feasibility, and only if the cost can be measured reliably. Other development expenditure is recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Development costs that have been capitalised are amortised from the commencement of the commercial production of the product on a straight-line method over the period of their expected benefit, not exceeding 20 years. (l)

Impairment The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts estimated. Goodwill and other intangible assets with indefinite useful lives, and intangible assets not yet available for use, are tested for impairment annually and as and when indicators of impairment are identified. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. The impairment loss is recognized in the statement of income. Calculation of recoverable amount The recoverable amount of assets is the greater of the assets’ net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment An impairment loss in respect of an asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

(m)

Long-term lease agreements Leases - where the Group is the lessee Leases of property and equipment where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased assets or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other payables. The interest element of the finance charge is charged to the income statements over the lease period. The property and equipment acquired under finance leasing contracts are depreciated over the shorter of the estimated useful life of the assets or the lease term. However, if there is reasonable certainty that the lessee will obtain ownership by the end of the lease term, depreciation is calculated over the estimated useful life of the assets. Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statements on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which the termination takes place. Leases - where the Group is the lessor Assets leased out under operating leases are included in property and equipment in the balance sheet. They are depreciated over their expected useful lives on a basis consistent with similar fixed assets. Rental income is recognised on a straight-line basis over the lease term.

(n)

Interest-bearing liabilities Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of income over the period of the borrowings on an effective interest basis.

(o)

Employee Benefit The Group operates a provident fund, which is a defined contribution plan. The assets of which are held in a separate trust fund which is managed by external fund manager. The provident fund is funded by payments from employees and by the relevant Group companies. Contributions to the provident fund are charged to the statements of income in the year to which they relate. However, the Group does not provide for employment benefits payable to employees under the Thai Labour Law. Warrants granted to directors and employees of the Group are recongised when they are exercised.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

(p)

Provisions Provisions are recognised when there is a probability that the Groupâ&#x20AC;&#x2122;s resource will be required to settle. Provision are measured at the present value at the balance sheet date.

(q)

Revenue Revenue excludes value added taxes and is arrived at after deduction of trade discounts. Sale of goods and services rendered Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Revenue and cost of sales of gateway equipment with installation are recognized using the percentage of completion method. The stage of completion is measured by reference to the related contract costs incurred for work performed to date compared with the estimated total costs for the contract. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately. Revenue from rendering transponder services and services related to the satellite business, Internet services, and other business related to the Internet business, and telephone services is recognised when the said services are provided to customers. Revenue from leases on equipment is recognised over the period and at the rate of the leasing contract. Revenue arising from royalties is recognised on an accrual basis in accordance with the substance of the relevant agreements. Interest and dividend income Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Groupâ&#x20AC;&#x2122;s right to receive payments is established.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

(r)

Expenses Operating leases Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of the lease. Contingent rentals are charged to the statement of income for the accounting period in which they are incurred. Finance costs Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except to the extent that they are capitalized as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognised in the statement of income using the effective interest rate method.

(s)

Income tax Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the statement of income except to the extent that it relates to items recognised directly in equity. Current tax Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax Deferred tax is provided, using the liability method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profit will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

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

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 The Company is controlled by Shin Corporation Public Company Limited (â&#x20AC;&#x153;Shinâ&#x20AC;?) (incorporated in Thailand), which owns 41.14% (2007: 41.28%) of the Companyâ&#x20AC;&#x2122;s shares. Transactions with Shin Group, Cedar Group, Aspen Group, and Temasek Group are recognised as related party transactions of the Group. Sales and service transactions with related parties were conducted under normal commercial terms and conditions, which were the same as for other customers. Consulting and management services were charged at an agreed percentage of assets. Transactions between the Company and Codespace, Inc. were conducted based on hourly rates plus reimbursement of actual expenses. Significant transactions for the years ended 31 December 2008 and 2007 with related parties were as follows: Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) Revenues Revenues from sale of goods and rendering of services Subsidiaries Associate Jointly-controlled entities Related parties under common control Gain on sales of investment Jointly-controlled entities Other income Subsidiaries Associate Jointly-controlled entities Total revenue

4,885 40,752 59,790

1,424 106,851

6,998 20,424 63,254

5,126,732

2 434 5,217,844

950,024 4,844 54,031 51,888

65,840 2,493 1,129,120

718,410 6,277 64,857 53,702

6,541,166

73,260 2 33,853 7,491,527

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) Expenses Purchases of goods and services Subsidiaries Associate Jointly-controlled entities Related parties under common control Other related party

23,502 4,492 835 15,164

22,917 21 4,052 19,177

43,972 17,980 9,167 835 15,164

Selling and administrative expenses Parent company Subsidiaries Associate Jointly-controlled entities Related parties under common control

5,019 1,719 21,301

613 4,211 6,308 15,410

1,229 4,720 3,508 14,796

831 4,171 12,878 10,586

7,776

7,522

7,245

6,945

79,808

80,231

118,616

124,612

Directorsâ&#x20AC;&#x2122; remuneration Directors Total expenses

48,366 17,504 102 4,052 19,177

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Balance as at 31 December 2008 and 2007 with related parties were as follows: Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) Trade accounts receivable and accrued income - related parties Trade accounts receivable - related parties Subsidiaries Associate Jointly-controlled entities Related parties under common control Total Accrued income - related parties Subsidiaries Associate Jointly-controlled entities Related parties under common control Total Total trade accounts receivable and accrued income - related parties

3,665 11,757 3,645 19,067

430 20,725 4,328 25,483

206,606 3,636 5,750 215,992

110,041 397 36,422 146,860

15,205 2,303 2,280 19,788

10,346 11,175 2,395 23,916

135,031 15,205 3,187 153,423

64,915 10,346 18,494 93,755

38,855

49,399

369,415

240,615

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) Amounts due from related parties Subsidiaries Associate Jointly-controlled entities Related parties under common control Other related party

68,601 2,278 -

16,550 22 3

79,023 1,074 4,483 -

44,648 33,549 3

Total

70,879

16,575

84,580

78,200

Other current assets - related parties Subsidiaries Related parties under common control

281

7,748 281

4,079 281

Total

281

8,029

4,360

168,805 168,805

200,255 200,255

Short-term loans and advance to a subsidiary and an associate Subsidiary Total

As at 31 December 2008, the short-term loan to a subsidiary bears interest at the rate of 5.14-6.58 % per annum (2007: 6.52 â&#x20AC;&#x201C; 6.58% per annum) and is repayable within three months. Movement of short-term loan and advance to a subsidiary for the year ended 31 December 2008 and 2007 were as follows:

At 1 January Increase Decrease Unrealised loss on exchange rate At 31 December

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 19 200,255 19 172,129 203,250 (19) (200,255) (19) (3,324) (2,995) 168,805 200,255

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) Trade accounts payable â&#x20AC;&#x201C; related parties Subsidiaries Associate Jointly-controlled entities Related parties under common control Other related party Total

25,234 249 9,065 4,306 38,854

26,896 249 649 27,794

10,165 17,574 332 492 4,306 32,869

30,379 22,821 332 551 54,083

Amounts due to related parties Subsidiaries Associate Jointly-controlled entities Related parties under common control Other related party Total

2,845 1,743 1,344 5,932

2,029 6,223 2,546 2,942 13,740

18,812 5,807 855 25,474

2,434 1,957 12,699 536 2,942 20,568

Advances receipts from customers - related parties Related parties under common control Total

27,345 27,345

59,825 59,825

27,345 27,345

57,569 57,569

Accrued expenses - related parties Associate Related parties under common control Total

26 691 717

2,157 2,157

26 515 541

1,080 1,080

40 27,345 27,385

54 54

54 27,345 27,399

Other non-current liabilities - related parties Jointly-controlled entities Related parties under common control Total

40 40

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Warrants of Shin Corporation Public Company Limited granted to an executive director of the Company Shin Corporation Public Company Limited, the parent company, issued warrants which are in registered form, are non-transferable and have no offering price, to directors who are management of the Company. The term of the warrant is not exceeding five years. As at 31 December 2008, the details were as follow:

Issued date ESOP - Grant I ESOP - Grant II ESOP - Grant III ESOP - Grant IV ESOP - Grant V

27 March 2002 30 May 2003 31 May 2004 31 May 2005 31 July 2006

Issued (units) 18,336,300 12,222,100 8,823,100 8,329,800 7,823,000

Exercise Exercise ratio price (unit : share) (Baht/share) 1 : 1.06942 1 : 1.11410 1 : 1.11410 1 : 1.09950 1 : 1.06582

16.645 12.269 32.681 37.981 35.353

Exercise period First Last Expired on 26 March 2007 Expired on 30 May 2008 31 May 2005 30 May 2009 31 May 2006 30 May 2010 31 July 2007 30 July 2011

Directorsâ&#x20AC;&#x2122; remuneration The directorsâ&#x20AC;&#x2122; remuneration represents monthly compensation, annual remuneration, and meeting fees as approved by the shareholders of the Company at their Annual General Meetings. Commitments with related parties As at 31 December 2008, the Company had issued letters of comfort to the bankers of subsidiaries. Under the terms of the letters of comfort, the Company must hold its interests in its subsidiaries at the ratio as specified in the letters. The Company also confirms to the banks that the Company will provide necessary financial support to these subsidiaries to ensure that these subsidiaries will be able to meet their repayment obligations under their related loan agreements.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Significant agreements with related parties a. The Company had entered into an agreement with a related party, under which the related party was committed to maintain accounting program service for a period of approximately one year to five years with an option to renew. The Company was committed to pay the related party for services in respect of the agreements at approximately Baht 7.32 million per year (2007: approximately Baht 10.72 million per year). b. The Company had entered into an agreement with an associated company, under which the associate was committed to provide uplink data service for a period of approximately five years. The Company was committed to pay for the service in respect of the agreements at approximately Baht 16.15 million (2007: approximately Baht 25.94 million). c. The Company had entered into an agreement with a jointly-controlled entity, under which the jointly-controlled entity was committed to be responsible for ensuring the IPSTAR gateway System perform in accordance with the industry standard and provide maintenance service for a period of approximately five years. The Company was committed to pay for the service in respect of the agreements at approximately USD 0.88 million (2007: approximately USD 1.08 million). d. The Company and subsidiaries had entered into agreements with subsidiaries, under which the Company and subsidiaries were committed to pay royalty fee 1% of revenue from sale or lease of IPSTAR gateway, 1% of revenue from sale or lease of IPSTAR User terminal and 3% of revenue from sale or service of IPSTAR bandwidth. e. The Company had entered into agreements with subsidiaries, associate and jointly-controlled entities, under which the Company was committed to provide transponder service, IPSTAR bandwidth service and advisory service. Subsidiaries, associate and jointly-controlled entities were committed to pay the Company for the service of the agreements at approximately USD 66.08 million (2007: approximately USD 73.15 million and Baht 4.05 million). The service fees of some contracts vary to the actual used or installed user terminal at the rate stated in the contract.

Cash and Cash equivalents

Cash on hand Current accounts and saving deposits held at call with banks Fixed deposits Total The weighted average interest rate of deposit held banks and fixed deposits

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 45,733 72,002 32,877 57,925 622,278 505,324 1,173,335 0.57%

472,342 1,884,165 2,428,509 3.48%

212,379 375,288 620,544 0.79%

146,136 1,883,096 2,087,157 3.72%

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 6

Trade accounts receivable and accrued income

Note Trade accounts receivable Related parties Third parties Total Accrued income Related parties Third parties Total Total trade accounts receivable and accrued income Less allowance for doubtful accounts Net Bad and doubtful debts expenses for the year

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht)

19,067 1,353,115 1,372,182

25,483 1,250,474 1,275,957

215,992 780,251 996,243

146,860 748,361 895,221

19,788 100,827 120,615

23,916 40,835 64,751

153,423 96,882 250,305

93,755 47,939 141,694

1,492,797 (574,935) 917,862

1,340,708 (409,301) 931,407

1,246,548 (396,846) 849,702

1,036,915 (254,387) 782,528

150,724

44,752

127,550

22,004

Aging analyses for trade accounts receivable were as follows: Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) Within credit terms 354,467 235,800 210,892 137,932 Overdue: Less than 3 months 174,509 304,261 231,437 180,488 3 - 6 months 191,821 149,597 79,828 98,883 6 - 12 months 94,176 104,374 80,549 105,714 Over 12 months 557,209 481,925 393,537 372,204 Total 1,372,182 1,275,957 996,243 895,221 (396,846) Less allowance for doubtful accounts (574,935) (409,301) (254,387) Net 797,247 866,656 599,397 640,834 The normal credit terms were granted by the Group ranging 30 days to 60 days. As at 31 December 2008, 35% of the total trade accounts receivable of the Company is the government sector.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 7

Inventories

Raw material and supplies Work in process Finished goods Goods in transit Less allowance for obsolete inventories Total

Other current assets Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 7,917 18,637 89,854 40,164 39,475 30,610 45,595 120,803 18,208 103,986 33,977 28,926 24,129 24,023 47,592 52,908 36,202 56,282 224,935 261,438 118,014 214,901 (6,867) (6,914) 218,068 254,524 118,014 214,901

VAT receivable Prepaid expenses Advance payments Deposits Others Less impairment of assets Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 71,689 124,898 66,124 53,389 11,807 45 45 468,317 421,916 310,227 321,065 44,583 22,944 1,238 22,941 596,396 569,803 377,589 397,440 (52,725) (38,345) (33,771) (29,260) 543,671 531,458 343,818 368,180

Investments in subsidiaries, jointly-controlled entities and associates

Note At 1 January Acquisition of ordinary shares Share of net profits of investments - equity method Loss from increase in shareholding in an associate 9 j) Dividend income 9 f) Sale of investment in subsidiary Decrease from reduction of share capital of a subsidiary and an associate 9 b), f) At 31 December .

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 676,232 686,050 882,059 1,014,300 62,223 67,204 (175,070) -

(187,575) 380,791

105,216

(30,000) (85,034)

(132,241)

676,232

(148,494) 795,788

882,059

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Investments in subsidiaries, jointly-controlled entities and associate as at 31 December 2008 and 2007, and dividend income from those investments for the years ended 31 December 2008 and 2007 were as follows: Consolidated financial statements Ownership interest 2008 2007 (%) Associate CS Loxinfo Public Company Limited and its subsidiaries Total

43.48

Paid-up capital 2008 2007

Cost method 2008 2007

Equity method Impairment 2008 2007 2008 2007 (in million Baht)

At equity-net 2008 2007

Dividend income 2008 2007

157.35 157.35

1,481.52 1,481.52

380.79 380.79

175.07 175.07

627.00 627.00

1,669.10 1,669.10

676.23 676.23

85.03 85.03

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Separate financial statements Ownership interest 2008 2007 (%)

Paid-up capital 2008 2007

Cost method 2008 2007

Impairment At cost - net 2008 2007 2008 2007 (in million Baht)

Dividend income 2008 2007

Subsidiaries DTV Service Company Limited

100.00

100.00 Baht 398.79 million

Baht 947.29 million

398.79

947.29

(400.00)

398.79

547.29

Spacecode LLC

70.00

USD 4.29 million

118.65

iPSTAR Company Limited

99.68

99.24

78.48

136.23

78.48

70.00

USD 2.00 million -

136.23

Star Nucleus Company Limited

USD 2.00 million -

IPSTAR International Pte Limited

100.00

100.00 SGD 20,000

0.45

IPSTAR Global Services Company Limited

100.00

100.00 USD 20,000

0.69

Cambodia DTV Network Company Limited

100.00

USD 100,000

3.34

51.00

SGD 14.66

137.64

138.07

million

million 795.79

1,282.06

(400.00)

795.79

882.06

138.07

Jointly-controlled entities Shenington Investments Pte Limited Total

Ownership (%) 2008 CS Loxinfo Public Company Limited and its subsidiaries Total 2007 CS Loxinfo Public Company Limited and its subsidiaries Total

43.48

Current assets

Noncurrent assets

Total assets

Current liabilities

Noncurrent Total liabilities liabilities (in million Baht)

Total revenues

Total expenses

Net Profit/(loss)

430.16

524.83

954.99

(419.68)

(124.72)

(544.40)

1,158.47

(1,025.76)

67.20

430.16

524.83

954.99

(419.68)

(124.72)

(544.40)

1,158.47

(1,025.76)

67.20

525.51

504.23

1,029.74

(317.09)

(6.04)

(323.13)

1,130.37

(960.33)

105.22

525.51

504.23

1,029.74

(317.09)

(6.04)

(323.13)

1,130.37

(960.33)

105.22

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

The following amounts represent 51% share of the assets, liabilities, revenues and net profit of the Shenington group which include share of Mfone Company Limited (former name : Cambodia Shinawatra Company Limited) and Lao Telecommunications Company Limited of 51% and 24.99%, respectively which have been included in the consolidated financial statements.

Ownership (%) 2008 Group of Shenington Investments Pte Limited Total 2007 Group of Shenington Investments Pte Limited Total

Noncurrent assets

Total assets

576.39

4,038.48

4,619.87

(828.41)

(1,416.97)

(2,245.38)

576.39

4,038.48

4,619.87

(828.41)

(1,416.97)

264.21

2,806.09

3,070.30

(762.22)

264.21

2,806.09

3,070.30

(762.22)

Current assets

Current liabilities

Noncurrent Total liabilities liabilities (in million Baht)

Total revenues

Total expenses

Net Profit/(loss)

1,995.78

(1,339.72)

512.09

(2,245.38)

1,995.78

(1,339.72)

512.09

(636.51)

(1,398.23)

2,277.17

(803.14)

541.81

(636.51)

(1,398.23)

2,277.17

(803.14)

541.81

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Significant movements in investments in subsidiaries, jointly-controlled entities and associates during the year ended 31 December 2008 were as follows: Subsidiaries a) Cambodian DTV Network Limited On 14 November 2007, at the board of directors’ meeting of the Company, the board of directors passed a resolution to approve the incorporation of Cambodian DTV Network Limited (“CDN”) in Cambodia. On 30 January 2008, CDN registered with the Ministry of Commerce of Cambodia with registered capital of Cambodian Riel 4 million (USD 1,000). On 28 May 2008, CDN registered additional capital of Cambodian Riel 400 million (USD 100,000), divided into 1,000 shares of Cambodian Riel 400,000 each (USD 100).

b) DTV Service Company Limited Shin Broadband Internet (Thailand) Company Limited changed its name to “DTV Service Company Limited” (“DTV”), which was registered with the Ministry of Commerce on 23 April 2008. On 8 September 2008, the extraordinary shareholders’ meeting of DTV Service Company Limited passed a resolution to approve the decrease of registered capital from Baht 947,285,000 to Baht 398,791,470 by reducing the 54,849,353 ordinary shares at Baht 10 each, in the proportion of shares held by the Company. As the result, registered capital of DTV is Baht 398,791,470, comprise 39,879,147 ordinary shares at Baht 10 each. The capital reduction of DTV was registered with the Ministry of Commerce on 3 November 2008. c) Acquisition of additional ordinary shares in NTU (Thailand) Company Limited On 28 August 2008, DTV Service Company Limited (“DTV”) acquired an additional 19,999 ordinary shares in NTU (Thailand) Company Limited (“NTU”) from Shin Corporation Public Company Limited at Baht 7 per share, equivalent to 16.67% of the paid-up share capital of NTU, at a total price of Baht 139,993. As a result of this acquisition, DTV owns interest in NTU 88.52%. d) Acquisition of additional ordinary shares in IPSTAR Company Limited In 2008, the company acquired an additional 885,878 ordinary shares in IPSTAR Company Limited (“IPST”) at USD 1 per share, equivalent to 0.44% of the paid-up share capital of IPST, at a total price of USD 885,878. As a result of this acquisition, the company owns interest in IPST 99.68%. Goodwill recognised from the acquisition of ordinary shares of Baht 57.7 million is included in intangible assets in the consolidated financial statements (note12)

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Associates e) Acquisition of ordinary shares in Shineedotcom Company Limited On 31 January 2008, AD Venture Company Limited (“ADV”) acquired 2.4 million ordinary shares in Shineedotcom Company Limited (“Shinee”) at Baht 6.29 per share, equivalent to 30% of the paid-up share capital of Shinee, at a total price of Baht 15.1 million. As a result of this acquisition, ADV increased its interest in Shinee from 70% to 100%. f)

Reduction in par value per share and dividend payment of CS Loxinfo Public Company Limited At the annual general meeting of the shareholders of CS Loxinfo Public Company Limited (“CSL”), held on 9 April 2008, the shareholders passed a resolution to approve the decrease of paid-up capital from Baht 629,387,302 to Baht 157,346,825.50 and decrease of registered capital from Baht 660,849,474 to Baht 165,212,368.50 by reducing the par value of the company’s shares from Baht 1 per share to Baht 0.25 per share, The capital reduction was registered with the Ministry of Commerce on 30 June 2008. The amount to be returned to shareholders of Baht 433,265,476.50 (net of treasury shares), was paid on 10 July 2008. At the annual general meeting of the shareholders of CSL held on 9 April 2008, the shareholders approved the appropriation of dividends of Baht 0.20 per share, amounting to Baht 115.04 million. CSL paid dividend to shareholders on 2 May 2008. At the Board of Directors of CSL meeting, held on 12 June 2008, a resolution was passed to approve the interim dividend payment for the first five-months of 2008 (January – May 2008) of Baht 0.23 per share totaling Baht 132.86 million. The interim dividend was paid on 10 July 2008. At the Board of Directors of CSL meeting held on 9 December 2008, a resolution was passed to approve special interim dividend payment which derived from gain on liquidation of Loxley Information Services Company Limited and interim dividend of Teleinfo Media Public Company Limited of Baht 0.27 per share, amounting to Baht 155.98 million. The interim dividend was paid on 7 January 2009.

g) Loxley Information Services Company Limited At the extraordinary shareholders’ meetings No. 1/2008 and No. 2/2008, on 6 May 2008 and 21 May 2008 respectively, of Loxley Information Services Company Limited, a subsidiary of CS Loxinfo Public Company Limited, passed a resolution to approve the liquidation of Loxley Information Service Company Limited. It was registered with the Ministry of Commerce on 29 May 2008. Loxley Information Services Company Limited was completed and registered the liquidation with the Ministry of Commerce on 15 December 2008. Jointly-controlled entities h) Dividend payment of Lao Telecommunications Company Limited (“LTC”) At the Annual General Meeting of the shareholders of LTC held on 19 February 2008, the shareholders approved the appropriation of dividend from 2007 operation of USD 12 million. At the Extraordinary General Meeting of the shareholders of LTC held on 26 July 2008, the shareholders approved the appropriation of interim dividend of USD 10 million. 40

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Significant movements in investments in jointly-controlled entities and associates during the year ended 31 December 2007 were as follows: i)

Sale of investments in Shenington At the extraordinary shareholders meeting of the Company no. 1/2007 on 4 July 2007, a resolution was passed to approve the sale of 7,182,420 shares in Shenington to Asia Mobile Holdings Pte Limited (“AMH”), equivalent to 49% of Shenington’s total issued shares at the price of approximate USD 27.85 per share, totaling USD 200 million (approximately Baht 6,709 million). The Company sold the shares in Shenington and received cash from AMH on 25 July 2007. This transaction represents a related party transaction. Gain on sale of investment amounting to Baht 6,541 million and Baht 5,126 million has been recognised as other income in the company and consolidated income statements, respectively. Gain on disposals of investment presented in the company financial statements is different from the consolidated financial statements because of difference in book value of investment. The book value of investment in the company financial statements is presented according to the cost method, while the book value of investment in the consolidated financial statements included the share of net result from Shenington group. According to the Shareholders’ Agreement, Shenington is a jointly controlled entity between the Company and AMH therefore; Shenington has changed the status from a subsidiary to a jointly-controlled entity of the Company.

j) Treasury Shares Program of CSL As at 22 November 2007, CSL has repurchased its 51.7 million ordinary shares (par value of Baht 1 each) or 8.3% of the total number of shares issued, as approved by its Board of Directors, for a total of Baht 222.1 million. As a result of this, the Group’s percentage of shareholding in CSL has increased from 40.02% to 43.48% with unrealised loss of Baht 30 million. The unrealised loss is presented under shareholders’ equity. Commitment According to the joint venture agreement between the Group and the Government of the Lao People’s Democratic Republic, the Group must transfer all of LTC’s shares to the Government of the Lao People’s Democratic Republic without any charges or compensation, on the expiration date of the joint venture agreement in 2021.

Long-term loan to another company The long-term loan to another company is unsecured and bears fixed interest rate; however the accumulated interest amount charged on this loan cannot exceed the amount specified in the agreement. The Company has already stopped charging the interest and recognising interest income because the accumulated interest charge reached the maximum interest charge as specified in the agreement. The loan will be settled by offsetting with the royalty fees that the Company is required to pay to the other company until the principal and interest of the loan is fully repaid.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 11

Property and equipment

Leasehold land & building As at 31 December 2007 Cost Less accumulated depreciation Less accumulated impairment loss Net book value

Consolidated financial statements Motor vehicles & Assets Office under Equipment equipment construction (in thousand Baht)

Total

347,712 (82,760) 264,952

6,564,161 (2,525,492) (28,591) 4,010,078

367,023 (223,282) 143,741

86,097 86,097

7,364,993 (2,831,534) (28,591) 4,504,868

264,952 18,899 (1,067) 10,798 (31,734)

4,010,078 205,982 (67) (18,689) 151,775 (607,795)

143,741 69,598 (45) (835) 7,550 (61,240)

86,097 1,294,079 (181,062) -

4,504,868 1,588,558 (112) (20,591) (10,939) (700,769)

(32,145) 229,703

153,251 3,894,535

1,887 160,656

31,241 1,230,355

154,234 5,515,249

As at 31 December 2008 Cost 335,410 Less accumulated depreciation (105,707) Less accumulated impairment loss Net book value 229,703

7,136,971 (3,213,844) (28,592) 3,894,535

433,874 (273,218) 160,656

1,230,355 1,230,355

9,136,610 (3,592,769) (28,592) 5,515,249

Transactions during the year Ended 31 December 2008 Opening net book value Additions Disposals, net Write-offs, net Transfers, net Depreciation charges Foreign currency translation adjustment Closing net book value

Net book value Owned assets Assets under finance leases At 31 December 2007

264,952 264,952

4,010,078 4,010,078

136,132 7,609 143,741

86,097 86,097

4,497,259 7,609 4,504,868

Owned assets Assets under finance leases At 31 December 2008

229,703 229,703

3,894,535 3,894,535

151,307 9,349 160,656

1,230,355 1,230,355

5,505,900 9,349 5,515,249

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 As at 31 December 2008, the accumulated impairment loss of Baht 28.6 million (2007: Baht 28.6 million) comprised an impairment loss for analogue mobile telephone network of a jointly controlled entity which ceased its operation in 2005 amounting to Baht 16.2 million and an impairment loss for rural telephone network of another jointly controlled entity amounting to Baht 12.4 million. As at 31 December 2008, property and equipment includes property and equipment under agreements for operation of a jointly controlled entity, Mfone Company Limited (Former name: Cambodia Shinawatra Company Limited) (â&#x20AC;&#x153;Mfoneâ&#x20AC;?), of approximately Baht 1,409 million (2007: Baht 1,611 million). Mfone must transfer its ownership of the property and equipment to the government of Cambodia on the expiration date of the agreements for operation, on 4 March 2028 (Note 28 b).

Leasehold land & building

Separate financial statements Motor vehicles & Assets office under Equipment equipment construction (in thousand Baht)

Total

As at 31 December 2007 Cost Less accumulated depreciation Net book value

63,334

3,171,410

189,902

833

3,425,479

(35,630) 27,704

(1,659,179) 1,512,231

(134,918) 54,984

833

(1,829,727) 1,595,752

Transactions during the year ended 31 December 2008 Opening net book value Additions Disposals, net Write-offs, net Transfers, net Depreciation charges Closing net book value

27,704 1,014 (4,694) 24,024

1,512,231 151,952 (67) (4,748) (10,679) (318,967) 1,329,722

54,984 17,091 (45) (516) 1,640 (24,983) 48,171

833 2,968 3,801

1,595,752 173,025 (112) (5,264) (9,039) (348,644) 1,405,718

64,348

3,290,782

192,782

3,801

3,551,713

(40,324) 24,024

(1,961,060) 1,329,722

(144,611) 48,171

3,801

(2,145,995) 1,405,718

Net book value Owned assets Assets under finance leases At 31 December 2007

27,704 27,704

1,512,231 1,512,231

47,375 7,609 54,984

833 833

1,588,143 7,609 1,595,752

Owned assets Assets under finance leases At 31 December 2008

24,024 24,024

1,329,722 1,329,722

40,243 7,928 48,171

3,801 3,801

1,397,790 7,928 1,405,718

As at 31 December 2008 Cost Less accumulated depreciation Net book value

Currency

Consolidated financial statements 2008 2007

Separate financial statements 2008 2007

(in thousand)

USD

693

844

693

844

AUD

324

Telephone network

USD

15,393

35,818

Total

USD

16,086

36,662

693

844

AUD

324

572,227

1,242,286

24,315

28,611

IPSTAR Project

Total equivalent to Thai Baht

Property and equipment under agreements for operation, deferred charges, and intangible assets Consolidated financial statements Property and equipment under agreements for operation As at 31 December 2007 Cost Less accumulated amortisation Net book value Transactions during the year en - 31December 2008 Opening net book value Additions Write-off Transfers, net Amortisation charges for the year Foreign currency translation adjustment Closing net book value

26,561,990 (7,785,001) 18,776,989

Deferred Charges

Other Good intangible will assets (in thousand Baht)

93,938 (42,870) 51,068

1,525,577 (223,383) 1,302,194

Total Intangible assets

1,525,577 (223,383) 1,302,194

18,776,989 4,524 (1,712,453)

51,068 1,016 (6,637) (31,474) (3,663)

57,743 -

1,302,194 33,762

(118,300)

1,302,194 91,505 (118,300)

17,069,060

(245) 10,065

57,743

5,914 1,223,570

5,914 1,281,313

As at 31 December 2008 Cost

26,566,514

47,260

57,743

1,561,952

1,619,695

Less accumulated amortisation

(9,497,454)

(37,195)

(338,382)

Net book value

17,069,060

10,065

57,743

1,223,570

1,281,313

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Separate financial statements Property and equipment under agreement for Deferred Intangible operation Charges assets (in thousand Baht) As at 31 December 2007 Cost Less accumulated amortisation Net book value

26,561,990 (7,785,001) 18,776,989

22,161 (5,541) 16,620

1,368,549 (208,250) 1,160,299

Transactions during the year ended - 31December 2008 Opening net book value

18,776,989

16,620

1,160,299

Additions

27,408

Write-off

(6,637)

4,524

784

Amortisation charges for the year

(1,712,453)

(2,309)

(100,648)

Closing net book value

17,069,060

8,458

1,087,059

As at 31 December 2008 Cost

26,566,514

10,623

1,395,957

Less accumulated amortisation

(9,497,454)

(2,165)

(308,898)

Net book value

17,069,060

8,458

1,087,059

Transfers, net

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 13

Deferred tax Deferred tax assets and liabilities determined after appropriate off-setting are included in the balance sheets as follows:

Deferred tax assets Deferred tax liabilities Net

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 569,776 83,659 439,250 34,497 (139,531) (57,816) 430,245 25,843 439,250 34,497

Deferred tax assets for tax loss carried forward are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. The subsidiaries have tax loss carried forward to offset future taxable income, which is not recognised in the consolidated financial statements as follows: 2008 2007 (in thousand Baht) Year expired 2008 2009

87,767

78,142 87,767

2010

42,007

2011

62,064

2012

43,629

2013

608

93,879

75,531

329,954

389,140

No expiry date Total

At 1 January 2008 Deferred tax liabilities Deferred charges Amortisation assets under agreements for operation Depreciation/amortization Gain on foreign exchange Others Total Deferred tax assets Loss carried forward Allowance for doubtful accounts Allowance for obsolete inventory Depreciation Deposits Interest expense Advance receipts from Customers Others Total Net

Consolidated financial statements Decrease from change status from Charged/(credited) to: subsidiary to Statement jointlyof income controlled (Note 24) equity entity (in thousand Baht)

602

(44)

79,772 2,971 6,445 19 89,809

55,521 (217) (7,875) (4) 47,381

402,262

18,570

At 31 December 2008

558

139,531 2,754 (20,690) 5 122,158

402,262

2,487

6,082

27,139

9,776 20,600 21,252 10,538

2,337 (89) 2,917 4,739

2,442 (344) (1,193)

14,555 20,167 24,169 14,084

13,705 21,211 115,652 25,843

(3,454) 18,263 429,462 382,081

(6,941) 7,243 7,289 22,321

3,310 46,717 552,403 430,245

4,238 (19,260) (10) (15,032)

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

At 1 January 2007 Deferred tax liabilities Deferred charges Amortisation assets under agreements for operation Depreciation/amortisation Investment Gain on foreign exchange Others Total Deferred tax assets Loss carried forward Allowance for doubtful accounts Allowance for obsolete inventory Depreciation Deposits Interest expense Advance receipts from customers Others Total Net

Consolidated financial statements Decrease from change status from Charged/(credited) to: subsidiary to Statement jointlyof income controlled (Note 24) equity entity (in thousand Baht) -

645

(43)

109,224 3,188 14,149 127,206

39,102 (217) (28,297) 6,638 (6,166) 11,017

(7,013) 14,148 167 6,185 13,487

(61,541) (360) (61,901)

79,772 2,971 6,445 19 89,809

430,220 3,791

(430,653) 17,347

433 (63)

(2,505)

18,570

38,447

(27,939)

(40)

(692)

9,776

19,595 20,227 9,114

14,183 1,025 8,924

(110) (87)

(13,068) (7,413)

20,600 21,252 10,538

10,605 1,081 533,080 405,874

8,430 19,533 (389,150) (400,167)

(5,986) (29,664) 32,237

13,705 21,211 115,652 25,843

656 597 1,386 (12,101)

At 31 December 2007

602

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

At 1 January 2008 Deferred tax liabilities Deferred charges Depreciation/amortization Total Deferred tax assets Loss carried forward Allowance for obsolete inventory Deposits Others Total Net

Deferred tax assets Loss carried forward Allowance for obsolete inventory Deposits Others Total Net

At 31 December 2008

602 2,971 3,573

(44) (217) (261)

558 2,754 3,312

8,778 21,252 8,040 38,070 34,497

402,262 1,353 2,917 (2,040) 404,492 404,753

402,262 10,131 24,169 6,000 442,562 439,250

At 1 January 2007 Deferred tax liabilities Deferred charges Depreciation/amortization Total

Separate financial statements Charged/(credited) to: Statement of income equity (in thousand Baht)

At 31 December 2007

645 3,188 3,833

(43) (217) (260)

602 2,971 3,573

430,220 36,953 20,266 487,399 483,566

(430,220) (28,175) 1,026 8,040 (449,329) (449,069)

8,778 21,252 8,040 38,070 34,497

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Other non-current assets

Withholding taxes receivable Tax assessmentâ&#x20AC;&#x2122;s deposits Accounts receivable - others Less accumulated impairment loss Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 227,174 147,888 225,162 146,497 288,779 232,213 288,780 232,213 44,202 37,992 15,328 17,486 560,155 418,093 529,270 396,196 (38,929) (38,929) (38,929) (38,929) 521,226 379,164 490,341 357,267

Interest-bearing liabilities Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) Current Short-term borrowings Loans from financial institutions Trust Receipts Total short-term borrowings

1,095,322 43,899

1,132,464 2,449

541,139 1,850

1,292,422

1,139,221

1,134,913

542,989

Non-current Long-term borrowings Loans from financial institutions Loans from others

7,426,485 294,920

8,235,665 124,908

6,862,091 6,187

7,704,836 6,229

Total long-term borrowings

7,721,405

8,360,573

6,868,278

7,711,065

Total borrowings

9,310,029

9,844,627

8,003,191

8,254,054

Current portion of long-term borrowings Loans from financial institutions Loans from others Total current portion of long-term borrowings

296,202 296,202

285,252 59,581 344,833

1,219,222 73,200

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 The short-term borrowings are borrowings of subsidiaries from a commercial bank of USD 8.5 million, bearing interest based on margins over the Singapore Inter-Bank Offer Rate (â&#x20AC;&#x153;SIBORâ&#x20AC;?) per annum. The principal will be repayable within six months. The Company had issued a letter of comfort to the bank to provide financial support (Note 4). The long-term borrowings from financial insituitions are secured as discussed in the facility agreements in relation to the financing of the iPSTAR satellite and the Thaicom 5 satellite projects below. Loans from others are unsecured. As at 31 December 2008, the Company had no outstanding guarantees relating to long-term loans from financial institution of its subsidiary (2007: Baht 807 million). The movements in the borrowing can be analysed as follows:

Note For the year ended 31 December Opening net book value Proceeds from short-term borrowings Proceeds from finance leases Proceeds from long-term borrowings, net of financial costs Repayment of short-term borrowings Repayment of long-term borrowings Amotisation of finance costs Increase from change in status from accounts payable - property and equipment Decrease from change status from subsidiary to jointly-controlled entity Realised gain on exchange rate Unrealised gain on exchange rate Foreign currency translation adjustment Closing net book value

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 9,844,627 130,261 4,731

15,946,294 570,786 6,581

8,254,054 3,084

13,861,677 6,581

293,408 (185,119) (1,431,155) 109,456

(521,892) (5,024,889) 114,033

(652,166) 109,456

(4,777,281) 114,033

236,407

169,614

(952) 289,715

(381,809) (338,342) (612,614)

18,650

(83,135)

9,310,029

9,844,627

(952) 289,715

(338,342) (612,614)

8,003,191

8,254,054

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 The interest rate exposure of the borrowings of the Group and the Company is as follows: Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) Total borrowings: - at fixed rates - at floating rates Total

3,960,193 5,349,836 9,310,029

Weighted average interest rates: - Loans from financial institutions

3.88%

4,030,269 5,814,358 9,844,627

5.77%

3,639,807 4,363,384 8,003,191

3.88%

3,661,978 4,592,076 8,254,054

5.44%

The carrying amounts and fair value of long-term loans are as follows: Consolidated Separate financial statements financial statements Carrying amount Fair value Carrying amount Fair value (in thousand Baht) As at 31 December 2008 Long-term loans

9,310,029

8,994,683

8,003,191

8,119,154

As at 31 December 2007 Long-term loans

9,844,627

8,788,224

8,254,054

7,677,587

The fair value of non-current borrowing is estimated using discounted cash flows based on the Groupâ&#x20AC;&#x2122;s incremental borrowing rates for similar types of borrowings.

The periods to maturity of long-term borrowings net of financial costs as at 31 December were as follows:

Later than 1 year but not later than 2 year Later than 2 years but not later than 5 years Later than 5 years Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 1,994,041 1,584,415 1,759,896 1,092,223 4,923,963 4,122,196 4,413,666 3,999,149 803,401 2,653,962 694,716 2,619,693 7,721,405 8,360,573 6,868,278 7,711,065

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Credit facilities As at 31 December 2008, available credit facilities for loans from local and overseas banks are Baht 1,344.8 million and USD 22.5 million (2007: Baht 1,199 million and USD 6.5 million). Facility agreements in relation to the financing of the iPSTAR satellite project On 7 November 2002, the Company entered into a USD 389.3 million credit agreement, which comprises three agreements as follows: a.

Loan credit agreement for USD 184.5 million. The guarantor is the Export-Import Bank of the United States.

Loan credit agreement for USD 79.8 million. The guarantor is a French export and import bank (Compagnie Francaise d’Assurance pour le Commerce Exterieur).

Loan credit agreement from another group of commercial banks for USD 125 million. This has no guarantor.

The loans under each loan credit agreement bear interest at various rates. These are based on margins over the London Inter-Bank Offer Rate (“LIBOR”) for a period of six months and fixed rates. The Company is required to pay a commitment fee in respect of the unused portion of the facilities. In addition, under the aforementioned credit agreements, the Company must comply with the conditions in the credit agreements concerning maintaining certain financial ratios, dividend payment policy, guarantee, sale or transfer of assets and investment. The repayment of principal and interest was changed from semi-annually to monthly. The monthly repayments of loans principals and interest as secured by the Export-Import Bank of the United States and Compagnie Francaise d’Assurance pour le Commerce Exterieur are from November 2005 to May 2013 and other loans from another group of commercial banks are from November 2005 to November 2009. Facility agreement in relation to the financing of the Thaicom 5 satellite project The Company entered into credit agreements guaranteed by the French export and import bank for the purpose of the Thaicom 5 satellite project on 8 August 2005 and 13 October 2005 amounting to USD 33.01 million with 8.75 years and USD 38.36 million with 8.58 years, respectively. These credit agreements bear interest at fixed rates. The Company must comply with the conditions in the aforesaid credit agreements with regards to maintaining certain financial ratios, dividend payment policy, guarantees, and sale or transfer of assets. The initial repayment of principal will be six-month after the In - Orbit Acceptance of the Thaicom 5 satellite. Facility agreement in relation to the financing of iPSTAR satellite and Thaicom 5 satellite projects after rescheduling of the loan repayment The Company entered into the amendment of loan credit agreements for the iPSTAR satellite and Thaicom 5 satellite projects on 28 March 2008. According to the amendment of the agreements, the Company has to comply with the conditions in the aforesaid amendment of loan credit agreements to maintaining certain financial ratios, dividend payment policy, guarantees, and sale or transfer of assets. The repayment of principal will be semi-annual in May and November of each year. Payment of interest will be every 3 months in February, May, August and November.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 The aforesaid amendments of loan credit agreements bear interest at various rates. The interest rates are based on margins over the London Inter-Bank Offer Rate (“LIBOR”) for a period of 3 months and fixed rates ranging from 3.55% to 5.50% per annum. According to the amendments, the Company has started repayments of loans principals to the Export-Import Bank of the United States and Compagnie Francaise d’Assurance pour le Commerce Exterieur from 15 May 2008 to 15 November 2013, to other commercial bank from 15 May 2008 to 15 May 2010 and to loan for Thaicom 5 satellite projects from 15 May 2008 to 15 May 2015. The final repayment for iPSTAR satellite and Thaicom 5 projects are as follow: Principal Principal (million USD) repayment terms As at 31 December 2008 iPSTAR satellite project - US Ex-IM Bank Facility Agreement - COFACE Facility Agreement - Commercial Loan Facility Agreement Thaicom 5 satellite project - COFACE Facility Agreement Total

Final principal repayment due

104.42

Semi-annual

November 2013

46.34 30.99

Semi-annual Semi-annual

November 2013 May 2010

60.20 241.95

Semi-annual

May 2015

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Trade accounts payable

Note Related parties Other parties Total

Other current liabilities Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 45,212 55,472 31,469 44,367 45,629 30,742 15,802 19,313 59,093 77,387 36,525 64,329 149,934 163,601 83,796 128,009

Deposits from customers Other taxes Other payables Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 38,854 27,794 32,869 54,083 478,206 486,095 267,211 296,534 517,060 513,889 300,080 350,617

Share capital, premium on share capital and warrants Par value Amount per share Number of shares (Baht) (thousand shares / thousand Baht) Registered capital At 31 December 2008 And 2007 Ordinary shares

1,132,082

5,660,412

Amount Number of Amount Par value Number of shares shares per share (thousand shares / thousand Baht) (Baht) Issued and paid up At 1 January 2550 Ordinary shares

1,091,069

5,455,346

Issue of new shares At 31 December 2550 Ordinary shares

1,150

5,748

1,092,219

5,461,094

Issued and paid up At 1 January Ordinary shares

1,092,219

5,461,094

3,719

1,095,938

Issue of new shares At 31 December Ordinary shares

4,295,763

9,751,109

1,471

7,219

4,297,234

9,758,328

4,297,234

9,758,328

18,594

4,756

23,350

5,479,688

4,301,990

9,781,678 55

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007

Warrants As at 31 December 2008, the Company had five ESOP schemes for the directors and employees of the Company and its subsidiaries. The warrants are in registered form and are nontransferable. The terms of the warrants do not exceed five years and there is no offering price. The exercise price and period are detailed below:

Issued date ESOP – Grant I ESOP – Grant II ESOP – Grant III ESOP – Grant IV ESOP - Grant V

Exercise Issued Exercise ratio Price (million units) (unit : share) (Baht/share)

27 March 2002 30 May 2003 31 May 2004 31 May 2005 31 May 2006

8.00 4.40 5.89 7.56 10.03

1 : 2.04490 1 : 2.04490 1 : 1.02245 1 : 1.02245 1 : 1.00000

13.081 6.279 13.913 16.441 11.870

Exercise period First Last Expired on 26 March 2007 Expired on 31 May 2008 31 May 2005 31 May 2009 31 May 2006 31 May 2010 31 May 2007 31 May 2011

During 2008, the warrant holders had exercised their rights to buy the Company’s common shares as follows: Warrants Common shares Cash receipt Registration date Exercise date Exercised issued from exercise of increase of share capital (Units) (shares) (Baht) Year 2008 29 February 2008

114,400

233,936

1,468,884

4 March 2008

31 March 2008

584,800

1,195,857

7,508,783

2 April 2008

30 April 2008

708,500

1,448,810

9,097,077

6 May 2008

23-29 May 2008

410,800

840,043

5,274,628

3 June 2008

1,818,500

3,718,646

23,349,372

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Movements in the number of warrants outstanding for the years ended 31 December 2008 are as follows: Opening balance 1 Jan 08 ESOP - Grant II Directors Employees Total

Issue during the year

Exercise Expired during during the year the year (in thousand unit)

Closing Balance 31 Dec 08

1,555 364 1,919

(1,555) (264) (1,819)

(100) (100)

1,754 4,140 5,894

2,967 4,595 7,562

ESOP - Grant V Directors Employees Total

1,099 8,934 10,033

Grand Total

25,408

(1,819)

(100)

23,489

ESOP - Grant III Directors Employees Total ESOP - Grant IV Directors Employees Total

Compensation costs related to the warrants are not recognised in these financial statements for the fair value of the non-exercised warrants granted.

Reserves Share premium Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution. Currency translation changes The currency translation changes recognised in equity relate to foreign exchange differences arising from translation of the financial statements of foreign operations to Thai Baht. Legal reserve Section 116 of the Public Companies Act B.E. 2535 Section 116 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 20

Segment information Segment information is presented in respect of the Group’s business and geographic segments based on the Group’s management and internal reporting structure. Business segments The Group comprises the following main business segments: Segment 1 Segment 2 Segment 3 Segment 4

Services relating to the satellite business and the transponder services segment Sales and services relating to the Internet and media business Sales and services relating to the telephone network business in Cambodia and the Lao People’s Democratic Republic. Others

Geographic segments In presenting information on the basis of geographical segments, segment revenue is based on the geographic location of customers. The areas of operation in Thailand are principally satellite business services, internet and media services and printing and publishing of business telephone directories services. Cambodia and Lao PDRs’ main activities are sales and services relating to telephone network business and satellite business services. Australia main activities are sales and services relating to satellite business. The Group comprises the following main geographic segments: Segment 1 Segment 2 Segment 3 Segment 4 Segment 5

Thailand Cambodia The Lao People’s Democratic Republic. Australia Others

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Business segment results Satellite business services 2008 2007 Revenues Shares of net results from Associate Allocated costs and expenses Segment results Gain on sales of investment Other income Gain on foreign exchange Gain before interest expenses and income tax Interest expense Operating gain Income tax Minority interests Net profit Segment assets Associated Total assets

Internet services and media 2008 2007

4,664,112

4,188,435

500,479

254,845

(5,723,491) (1,059,379)

(5,640,249) (1,451,814)

67,205 (533,999) 33,685

105,216 (246,607) 113,454

24,863,315

27,538,054

302,223

246,204

Telephone network Others 2008 2007 2008 2007 (in thousand Baht) 1,930,327 2,211,875 (1,230,047) 700,280

4,322,054

(1,434,620) 777,255

3,023,344

(52,788) (52,788)

181,096

(15,644) (15,644)

18,713

Consolidation eliminations 2008 2007

Consolidated financial statements 2008 2007

(81,950)

(220,070)

7,012,968

238,645 156,695

342,072 122,002

67,205 (7,301,681) (221,508) 67,993 (369,311)

105,216 (6,995,048) (454,747) 5,126,732 81,757 1,050,120

(522,826) (449,961) (972,787) 261,217 (1,616) (713,186)

5,803,862 (808,926) 4,994,936 (1,951,530) (3,676) 3,039,730

(1,628,219)

(1,401,068)

28,040,469 380,791 28,421,260

6,435,085

29,425,247 676,231 30,101,478

Internet services and media 2008 2007

Telephone network Others 2008 2007 2008 2007 (in thousand Baht)

Consolidation eliminations 2008 2007

Segment liabilities Borrowings Total

1,973,097

2,977,273

124,286

46,491

1,700,644

933,327

5,972

14,111

(796,013)

Depreciation Amortisation Total depreciation and amortisation

375,451 1,940,133

422,597 1,933,760

20,694 3,479

13,459 1,774

304,623 261

382,021 3,810

2,315,584

2,356,357

24,173

15,233

304,884

385,831

(398,524)

Consolidated financial statements 2008 2550

3,007,986 9,310,029 12,318,015

3,572,678 9,844,627 13,417,305

700,768 1,943,873

818,077 1,939,344

2,644,641

2,757,421

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Revenue and results, based on geographical segments, in the consolidated financial statements for the years ended 31 December 2008 and 2007 were as follows: 2008 2007 (in thousand Baht) Segment revenue Thailand Cambodia Lao PDR

2,671,676 1,392,860 795,518

2,313,018 1,363,843 1,035,403

Australia

1,182,797

961,947

970,117

760,874

7,012,968

6,435,085

(1,045,731)

(1,010,042)

493,641

222,504

231,275

520,292

108,119

(116,662)

(8,812)

(70,839)

(221,508)

(454,747)

Others Total Segment results Thailand Cambodia Lao PDR Australia Others Total Fixed assets Thailand Cambodia Lao PDR Australia Others Total

18,745,525

20,704,114

2,709,940

1,750,423

1,233,108

1,014,039

175,378 1,011,736 23,875,687

200,206 966,337 24,635,119

Other income

Consulting and management fees Interest income Gain on sale of equipment Profit remittance from investment in a subsidiary Others Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 57,594 34,874 50,975 58,818 50,764 57,858 1,116 4,899 915 39,332 15,902 67,993

18,040 81,757

11,571 120,844

33,069 14,793 179,926

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 22

Operating profit (loss) The following expenditures, classified by nature, have been credited/(charged) to arrive at operating profit (loss): Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) (700,769) (818,077) (348,644) (387,264)

Depreciation of property and equipment Amortisation of property and equipment under the agreements for operation, deferred charges and intangible assets (1,834,416) Amortisation of finance costs (109,456) Staff costs (506,917) Unrealised gain (loss) on exchange rate (337,886)

(1,825,311) (114,033) (560,504) 371,436

(1,815,409) (109,456) (318,685) (270,517)

(1,812,367) (114,033) (394,889) 604,031

Provident funds The defined contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 3% to 7% of their basic salaries and by the Group at rates ranging from 3% to 7% of the employeesâ&#x20AC;&#x2122; basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager.

Income tax expense

Current tax expense Deferred tax expense (Note 13) Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 120,864 1,551,363 1,349,732 (382,081) 400,167 (404,753) 449,069 (261,217) 1,951,530 (404,753) 1,798,801

For the years ended

Profit (loss) before tax Tax rate

Separate financial statements Consolidated financial statements 31 December 31 December 31 December 31 December 2008 2007 2008 2007 (in thousand Baht) (972,787) 4,994,936 (1,845,590) 5,805,753 30% 30% 30% 30%

The result of the accounting profit (loss) multiplied by the income tax rate Share of net results from investments - equity method Effect of the different basis of income tax calculation or tax rates in other Countries Tax losses not recognised as deferred tax asset Tax on sale of investment in a subsidiary Tax on dividend received from a subsidiary Effect of the income recognised in different periods for accounting and tax purposes Effect of the non-deductible tax expense and expense recognised in different periods for accounting and tax purposes

(291,836)

Total

(261,217)

1,498,481

(553,677)

1,741,726

(20,162)

(31,565)

(86,085)

(97,041)

(36,030)

21,305

424,764

(52,521)

51,343

42,765

30,107

(7,082)

1,532

182,652

54,136 1,951,530

156,006 (404,753)

55,543 1,798,801

Income tax reduction rate Royal Decree No. 387 B.E. 2544 dated 5 September 2001 grants companies listed on the Stock Exchange of Thailand a reduction in the corporate income tax rate from 30% to 25% for taxable profit not exceeding Baht 300 million for the five consecutive accounting periods beginning on or after enactment. The listed companies that received income tax reduction under this Royal Decree are also eligible to continue the period of tax reduction under Royal Decree No. 475 but shall not be exceeding the 2010 accounting period ending on or after 31 December 2010.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 25

Promotional privileges The Company was granted promotional privileges under the Investment Promotion Act (B.E. 2520) by the Board of Investment (BOI) in respect of earnings derived from rendering telecommunication services of Thaicom 3 satellite project to customers outside Thailand. Promotional privileges include exemption from corporate income tax for a period of 8 years commencing from December 1997, when its revenue was first earned from the promoted business. The Company must comply with certain terms and conditions required for the promoted industries. On 19 November 2003, the Company was granted promotional privileges under the Investment Promotion Act (B.E. 2520) as amended by the Investment Promotion Act (No. 3) B.E. 2544 by the BOI in respect of earnings derived from rendering telecommunication services of iPSTAR satellite project to customers outside Thailand. Promotion privileges include exemption from corporate income tax for a period of 8 year, when its revenue was first earned from the promoted business. The Company must comply with certain terms and conditions required for the promoted industries. In 2008, the company has revenue from promoted Baht 184 million (2007: Baht 142 million)

Earnings (loss) per share Basic earnings (loss) per share The calculations of basic earnings per share for the years ended 31 December 2008 and 2007 were based on the profit (loss) for the years attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the years as follows: Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht /thousand shares) Profit (loss) for the year

(713,186)

3,039,730

(1,440,837)

4,006,952

Profit (loss) attributable to equity holders of the Company (basic)

(713,186)

3,039,730

(1,440,837)

4,006,952

1,091,069 501

1,092,219 2,525

1,091,069 501

1,094,744

1,091,570

1,094,744

1,091,570

(0.65)

2.78

(1.32)

3.67

Number of ordinary shares outstanding at 1 January Effect of shares issued during the year Weighted average number of ordinary shares outstanding (Basic) Earnings(loss) per share (Basic) (in Baht)

1,092,219 2,525

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Diluted earnings per share The calculations of diluted earnings per share for the years ended 31 December 2008 and 2007 were based on the profit (loss) for the years attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the years after adjusting for the effects of all dilutive potential ordinary shares as follows: Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht / thousand shares) Profit (loss) attributable to equity holders of the Company (basic)

(713,186)

3,039,730

(1,440,837)

4,006,952

Profit (loss) attributable to equity holders of the Company (Diluted)

(713,186)

3,039,730

(1,440,837)

4,006,952

1,094,744

1,091,570

1,094,744

1,091,570

Weighted average number of ordinary shares outstanding (basic) Effect of shares warrants on issue Weighted average number of ordinary shares outstanding (Diluted) Earnings(loss) per share (Diluted) (in Baht)

1,245

1,094,744

1,092,815

1,094,744

1,092,815

(0.65)

2.78

(1.32)

3.67

Financial instruments Financial risk management policies The principal financial risks faced by the Group are interest rate risk and exchange rate risk. The Group borrows at fixed and floating rates of interest to finance its operations. Sales, purchases and a portion of borrowings are translated in foreign currencies. In order to manage the risks arising from fluctuations in exchange rates and interest rates, the Group makes use of derivative financial instruments. The objective of using derivative financial instruments are to reduce uncertainty over future cash flows arising from movements in interest and exchange rates, and to manage the liquidity of cash resources. The following strategies are employed to achieve these objectives. Interest rate exposures are managed through interest rate swaps taken out with commercial banks and foreign exchange forward contracts and foreign currency options are take out to manage the currency risks in future sales, purchases and loan repayments. Decisions on the level of risk undertaken are governed by corporate policy, which has established limits by transaction type and by counterparty. Trading for speculative purposes is prohibited. All derivative transactions are subject to approval of the management before execution. Management of currency and interest rate exposures is the responsibility of the Treasury Department. Management reports contain detail of cost and market value for all derivative financial instruments including outstanding forward contracts and cross currency and interest rate swap. An analysis of exposures against the limits established by the management is also provided. These limits principally cover the maximum permitted exposure in respect of short-term investment regarding to guideline to short-term investment policy. 65

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Foreign currency risk As at 31 December, the Group had outstanding foreign currency assets and liabilities after foreign currency forward contracts and foreign currency options as follows: Consolidated financial statements 2008 2007 Foreign Foreign currency Baht currency (in million)

Baht

Assets US Dollars Australian Dollars KIP New Zealand Dollars Singapore Dollars Rupee Total

56.79 13.04 54,708.53 4.73 0.02 291.59

1,976.72 311.21 224.30 94.93 0.59 198.02 2,805.77

84.29 12.39 33,939.67 1.51 0.20 184.44

2,836.21 363.46 121.37 38.91 5.19 149.34 3,514.48

Liabilities US Dollars New Zealand Dollars KIP Australian Dollars Singapore Dollars Rupee Total

301.92 14.78 50,385.22 4.38 0.13 60.70

10,592.03 360.41 206.58 89.92 3.14 46.62 11,298.70

306.26 5.48 26,131.00 0.74 0.22 43.85

10,377.52 143.96 94.37 21.82 5.07 39.84 10,682.58

Foreign currency assets mainly represent cash in bank and accounts receivable. Foreign currency liabilities mainly represent trade accounts payable, accounts payable - property and equipment and borrowings. Credit risk The Group has no significant concentrations of credit risks. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high quality financial institutions. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Groupâ&#x20AC;&#x2122;s operations and to mitigate the effects of fluctuations in cash flows.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 Fair values The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The carrying amount of cash and cash equivalents, short-term investments, trade receivables, amounts due from related parties, short-term loans and advances to related parties, trade creditors, accounts payable-property and equipment, amounts due to related parties, and borrowings are assumed to approximate their fair value due to the short maturities of these instruments. The fair values of long-term borrowings are provided in Note 15.

Commitments a)

Agreement for operation of domestic communication satellite The Company was permitted by the Ministry of Transport and Communications, under an agreement dated 11 September 1991 and an amendment thereto dated 22 March 1992, to operate and administer certain satellite projects and to render transponder services for domestic and international communications as well as the right to collect, for a thirty-year period, service charges from users of the transponders. The agreements for operation have been transferred to the Ministry of Information Communication and Technology (“MICT”). Under the aforementioned agreement, the Company must pay an annual fee to MICT based on a percentage of certain service incomes or at the minimum level specified in the agreement, whichever is higher. As at 31 December 2008, the remaining minimum fee is Baht 934 million. In addition, the Company, according to the aforementioned agreement, must transfer its ownership of all satellites, and monitoring stations and other operating equipments to MICT on the date of completion of construction and installation.

Assets transfer commitment under telephone network agreement in Cambodia Mfone Company Limited (former name: Cambodia Shinawatra Company Limited) (“Mfone”), a jointly-controlled entity in Cambodia, has obtained a agreements for operation from the Directorate of Posts and Telecommunications of Cambodia to operate a domestic telephone network under an agreement dated 4 March 1993 and an amendment thereto dated 4 March 1997, for a period of 35 years. Under the agreement, Mfone will transfer its ownership of all fixed assets to the Government of Cambodia on the expiration date of the agreement in 2028 (Note 11).

Shareholder agreement Lao Telecommunications Company Limited (“LTC”) is a joint venture, which was established under the terms of a Joint Venture Contract dated 8 October 1996, signed by the Government of the Lao People’s Democratic Republic and Shinawatra Computer and Communications Public Company Limited, the former name of Shin Corporation Public Company Limited. According to the aforementioned Joint Venture Contract, LTC has the right to provide telecommunication services - fixed line phone, mobile phone, international facilities, Internet and paging - within the Laos PDR for 25 years. Currently, Shenington Investments Pte Company Limited, which is a joint venture of the Company, owns 49% of LTC’s registered shares. At the end of the 25th year, in 2021, the Group has to transfer all of LTC’s shares to the Government of the Lao People’s Democratic Republic without any charges (Note 9). According to the shareholder agreement, LTC is required to invest at least 67

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 USD 400 million in the projects specified in the agreement within 25 years. As at 31 December 2008, LTC has remaining additional investment of approximately USD 149 million (2007: USD 191 million). d)

Agreements for operation of a subsidiary company and associated companies for the satellite uplink-downlink and Internet services and Internet services in Thailand CS Loxinfo Public Company Limited (“CSL”), which is an associate of the Company, entered into agreements for operation with CAT Telecom Public Company Limited (“CAT”) for a period of 22 years from 9 August 1994 to 8 August 2016 to provide satellite uplinkdownlink and internet services. Currently, the National Telecommunications Commission (“NTC”) is responsible for granting licenses to provide internet access services in Thailand. DTV Service Company Limited (former name: Shin Broadband Internet (Thailand) Company Limited), a company’s subsidiary, and CSL operate the business to provide internet and telecommunication services under licenses granted by NTC as follow:

Type of license

Issued Date

Period

License of DTV Service Company Limited (former name: Shin Broadband Internet (Thailand) Company Limited) Internet Operation License Type I

18 October 2008

1 year

Licenses of CSL Internet Operation License Type II Internet Operation License Type I Telecom Operation License Type I Telecom Operation License Type III

26 April 2007 8 September 2008 11 October 2008 20 December 2007

5 years 1 year 1 year 15 years

Obligation under “Financing and Project Agreement” Lao Telecommunications Company Limited (“LTC”) entered into a “Financing and Project Agreement” with the government of the Lao People’s Democratic Republic (“government”) and an organisation in Germany (KfW, Frankfurt am Main) on 25 October 2004 of an amount not exceeding Euro 6.5 million (approximately Baht 322.5 million) for the procurement and installation of Phase VI of a rural telecommunication network. Under the agreement, the ownership of network assets will be transferred to LTC through loan at 30% of the network assets’ value excluding consulting services project. However, LTC has not yet recognised the network assets relating to Phase VI and the related portion of the loan in these financial statements because the project has not commenced yet.

Capital commitment On 31 December 2008, Shennington Group has capital commitment according to the percentage of share hold by the Group amount of USD 15.4 million (approximately Baht 540 million) (2007: USD 35.8 million; approximately Baht 1,213 million).

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 g)

Obligation from shares buy back options On 23 October 2003, the Company and Codespace Inc. entered into a “Memorandum of Agreement”, which provides Codespace Inc. an option to sell 2.2 million shares of iPSTAR Co., Ltd. to the Company, with the condition that the Company has the first option to purchase these shares. If the offered price per share is greater than the higher of USD 1 or fair market value at offering date, the Company has the right to refuse. If the offered price per share is equal to the higher of USD 1 or fair market value at offering date, the Company has to purchase those shares from Codespace Inc. The Company believes that Codespace Inc. will not exercise the option because according to the result of the financial analysis of the Company, the value per share of iPSTAR Co., Ltd.’s shares is higher than USD 1. Therefore, the Company does not recognise this obligation as its liabilities in these financial statements. As of 31 December 2008, the remaining share option was 0.63 million shares (2007: 1.49 million shares).

Operating lease commitments As at 31 December 2008 and 2007, the Group has future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Currency Within one year

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht)

THB USD KIP

95,818 6,542 14,043 325,400

36,557 4,090 175,146

95,818 5,048 272,927

36,557 3,318 148,975

THB USD KIP

26,206 10,986 44,557 411,789

43,161 8,579 333,845

26,206 5,561 221,302

43,161 5,466 228,373

THB USD KIP

Total equivalent Baht

29,499 3,709 198,747 160,432

25,858 1,805 87,022

29,499 29,499

25,858 25,858

Grand total Baht

897,621

596,013

523,728

403,206

Total equivalent Baht After one year but within five years Total Baht After five years

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 29

Contingencies

Bank guarantees and letters of credit The Group had contingencies with banks, whereby the banks issued letters of guarantee, letters of credit and other guarantees in respect of business contracts as at 31 December, for the following amounts: Consolidated Separate financial statements financial statements 2008 2007 2008 2007 Currency (in thousand) Minimum operating agreement fee payable to Ministry of Information Communication and Technology IPSTAR equipment sales Satellite space leasing by customers

IPSTAR Gateway Standby letters of credit Letters of credit Others

THB THB USD THB PKR USD USD USD THB AUD

80,000 27,482 281 487,000 379 43,584 3,322 -

102,000 39,799 300 487,000 5,000 379 43,000 250 4,048 29

80,000 27,482 281 487,000 379 43,584 3,322 -

102,000 39,799 300 487,000 5,000 379 43,000 3,322 -

Assessment for income tax in India The Tax Authority in India (‘the said Authority) has held that the payments received by the Company for providing Transponder Services (‘TPS’) to its Indian Customers and non-resident customers targeting Indian audience (‘the Customer’) was Royalty under both the Indian Income Tax Act (‘the Act’), and the Double Taxation Avoidance Agreement between Thailand and India (‘the DTAA’) and subject to withholding tax at the rate of 15% on gross basis. The Company did not agree with the decision of the said Authority and followed the appeal process as provided under the Act. In view of the above, the said Authority has raised the tax demand including surcharge and education cess aggregating to Rs.612.1 million (approximately Baht 416 million) exclusive of interest amounting to Rs 92.7 million (approximately Baht 63 million) against the said payment received by it from the customers for the Assessment Year (‘AY’) 1998-99 to 2005-06 (1 April 1997 to 31 March 2005). Further, the said Authority has also levied penalty of Rs.324.9 million (approximately Baht 221 million) for AY 1998-99 to 2001-02. From Authority’s letter dated 22 August 2008, the Authority had asked for payment the demand above including interest for late payment amounting to Rs. 83.2 million (approximately Baht 57 million) (calculated up to the ended of August 2008). And from Authority’s letter dated 3 December 2008, the authority raised the tax demand for AY 2006-07 including related interest amounting to Rs.22.6 million (approximately Baht 15 million)

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 The Company had received Withholding Tax Certificates (‘WTC’) from its Customers until AY 2007-08 net amounting to Rs.487.9 million (approximately Baht 331 million). The Company had also deposited Rs.301.3 million (approximately Baht 205 million). In October 2008 and February 2009, the Company paid additional deposit Rs.104 million (approximately Baht 71 million) and Rs.22.6 million (approximately Baht 15 million), respectively. As the result, deposit is totally Rs. 427.9 million (approximately Baht 291 million). The Company presents the deposit as non-current assets in the Balance Sheet. Since the Tax Advisor in India is of the opinion that the income from the TPS is not subject to Tax in India, the Company did not make any provision for the liability against the balance amount of Rs.219.6 million (approximately Baht 149 million), payable to the said Authority. If the Company receives favorable Order from the Appellate Authority (ies), the entire amount which includes withholding tax together with its interest and deposits with interests shall be refunded and if the Company can show that there is no concealment of income, the penalty imposed by the Authority for the AY 1998-99 to 2001-02 would be set aside. Similarly, in case of adverse Order, the Company will be liable to pay the balance amount, with interest at the highest rates of which is not exceeding 1% per month starting from the last day specified for making payment in the notice till date of tax payment. However, even if the Appellate Authority (ies) decides that the income from TPS is a royalty but the Company did not conceal any income or intentionally declare incorrect income in its income tax returns, the Appellate Authority (ies) may decide to set aside the penalty imposed by the Authority on the Company.

Events after the balance sheet date

Dividend payment of Lao Telecommunication Company Limited (“LTC”) At the ordinary shareholders’ meeting of LTC held on 4 February 2009, the shareholders passed a resolution to approve the dividend payment of USD 15 million in respect of the operations of LTC in 2008. During 2008, the Extraordinary General Meeting of the shareholders of LTC passed a resolution to approve the interim dividends of USD 10 million (Note 9 h). Consequently the total dividends paid for 2008 is totalling USD 25 million.

Proposed dividend payment of CS Loxinfo Public Company Limited (“CSL”) At the Board of Directors’ meeting of CSL held on 19 February 2009, the directors passed a resolution to approve the distribution of dividends of Baht 0.22 per share, totalling Baht 127.10 million. The proposed distribution of dividends has to be approved by the CSL’s shareholders at their general meeting. During 2008, the Board of Directors’ meeting of CSL passed resolutions to approve the interim dividends of Baht 0.50 per share, totalling Baht 288.84 million (Note 9f). Consequently, total dividends paid for 2008 is Baht 0.72 per share, totalling Baht 415.94 million.

Thaicom Public Company Limited and its Subsidiaries (Former name: Shin Satellite Public Company Limited) Notes to the financial statements For the years ended 31 December 2008 and 2007 c)

Capital reduction of AD Venture Company Limited (“ADV”) and Shineedotcom Company Limited (“Shinee”) At the Board of Directors’ meeting of ADV held on 2 February 2009, the directors passed a resolution to approve the decrease of authorised share capital from Baht 172 million to Baht 43 million by reducing the number of the ordinary shares from 17.20 million shares to 4.30 million shares at Baht 10 par value to offset against the remaining deficits. At the Board of Directors’ meeting of Shinee, a subsidiary of ADV, held on 2 February 2009, the directors passed a resolution to approve the decrease of authorised share capital from Baht 80 million to Baht 43 million by reducing the number of the ordinary shares from 8 million shares to 4.26 million shares at Baht 10 par value to offset against the remaining deficits.

Reclassification of accounts Certain accounts in the 2007 financial statements have been reclassified to conform to the presentation in the 2008 financial statements. 2007 Consolidated financial statements Before After Reclass Reclass reclass Balance Sheet Advance received from customers Other current liabilities

177,738 194,995

31,394 (31,394)

209,132 163,601

Management’s Discussion and Analysis: THCOM

I. Overview IPSTAR revenue rose by 29.2%

Thaicom Plc (“the Company”)’s consolidated sales and service income for 2008 was Baht 7,013 million, up Baht 578 million or 9.0% from last year due to increases in revenue from the satellite business according to a 29.2% increase in IPSTAR revenue, and in revenue from the Internet access and media business. This resulted in a decrease of Baht 272 million or 48.6% in operating loss compared with 2007. A gain on exchange of Baht 1,050 million and a gain on the sale of investment of Baht 5,127 million in 2007 brought about a net profit of Baht 3,040 million in 2007, whereas a loss on exchange of Baht 369 million for 2008 led to a net loss of Baht 713 million. CS LoxInfo Plc (“CSL”) declared it would pay a dividend for 2008 of Baht 0.72 per share, including an interim dividend of 0.5 Baht per Share already paid to shareholders. Additionally, to increase returns to shareholders other than the dividend payment, CSL reduced its par value from 1 Baht per share to 0.25 Baht per share and returned the 0.75 Baht per share to its shareholders. Lao Telecommunications (“LTC”) announced it would pay a dividend of USD 25 million for the performance of 2008, including an interim dividend of USD 10 million already paid to its shareholders. II. Business Summary Transponder leasing and related business Conventional Thaicom business has grown steadily. In 2008, the company accomplished to add new customers, which mainly are international and domestic TV broadcasters. As at the end of 2008, there are 264 TV channels broadcast via the Thaicom satellites, an increase from 243 channels in 2007. The three new IPSTAR gateways in Korea, Malaysia and the Philippines have been deployed and operated in 2008. To date thirteen gateways in ten countries are in operation. In 2008, the new retail broadband package has been launched through IPSTAR's partners in New Zealand and the Philippines in order to increase consumer uptake. Eight IPSTAR service providers in Australia have been granted the Australian Broadband Guarantee Program (“ABG”) from the Australian government. ABG is a form of a Universal Service Obligation subsidy program granting subsidies to qualified service providers to provide broadband services to areas in Australia that are unable to access metro-comparable broadband services, which mainly consists of rural households nationwide. With this subsidy grant, the number of IPSTAR end-users thus far has increased aggressively. In December 2008, the Company has signed a Contract with Vietnam Telecom International (“VTI”), a subsidiary company of Vietnam Posts and Telecommunications (“VNPT”), for IPSTAR capacity. Telephone business CamShin has changed its name from “Cambodia Shinawatra Company Limited” to “Mfone Company Limited” (“Mfone”) since January 12, 2009. LTC announced the official launch of the first 3G Mobile System on October 17, 2008. During the first phase, LTC will provide 3G mobile service covering Vientiane and will expand its 3G service to provincial areas in 2009. Currently, LTC provides EDGE and GPRS services nationwide. A steady growth of mobile phone users in both Cambodia and Lao PDR made telephone operators recognize an increase in telephone subscribers, especially mobile prepaid subscribers. As of the end of 2008, LTC and Mfone’s total subscribers were 964,518 and 921,205, increased by 22.7% and 93.8% respectively from 786,075 and 475,435 at the end of 2007.

Management’s Discussion and Analysis: THCOM Due to the sale of 49% shares in Shenington Investments Pte Ltd. (“Shenington”) to Asia Mobile Holdings Pte Ltd (“AMH”) in 2007, Shenington has recognized revenue and expense in the decreasing proportions from 100% to 51% from Mfone, and from 49% to 24.99% from LTC since July 26, 2007. Consequently, revenue from the telephone network business in 2008 decreased by 12.9% as compared to 2007. Internet and media business In 2008, DTV Service Co., Ltd. (“DTV”), the Company’s subsidiary, had a continued growth of DTV sales volume. The total number of DTV satellite television dish sets provided thus far by DTV as of the end of 2008 was 346,612. CSL’s reported revenue from internet services rose by 5.8% from 2007 due to an increase in revenue from leased lines services as it has put more effort on expanding customer base in business or corporate segments which have lots of potential to grow in the industry.

III. Consolidated Operating Results Selected financial information on THCOM Unit: MBt

Amount

Change YoY (%)

2008

2007

7,013

6,435

9.0%

5,127

-100.0%

105

-36.2%

Cost of sales and services

5,780

5,592

3.4%

SG&A expenses

1,521

1,403

8.4%

EBIT*

(288)

(560)

-48.6%

EBITDA**

2,363

2,197

7.3%

Net profit

(713)

3,040

n.m.

EPS (Baht)

(0.65)

2.78

n.m.

Sales and service income Gain on sales of investment Share of net results from associate

* EBIT = Sales and service income – Cost of sales and service – SG&A ** EBITDA = EBIT + Depreciation and Amortization n.m. = not meaningful

Sales and service income Consolidated sales and service income in 2008 was Baht 7,013 million, an increase of Baht 578 million or 9.0% compared to Baht 6,435 million in 2007. This was mainly due to revenue growth from the satellite business and the Internet access and media business, offset by a drop in revenue from the telephone business resulted from the reduction in the ownership in Shenington from 100% to 51% following the sale of 49% shares in Shenington to AMH. Sales and service income

2008

2007

%YoY

Satellite and related services

4,583

3,980

15.2%

Telephone services

1,927

2,212

-12.9%

503

243

107.0%

7,013

6,435

9.0%

Internet and media services Total

Management’s Discussion and Analysis: THCOM Satellite transponder leasing and related services Revenue from satellite transponders and related services in 2008 was Baht 4,538 million, an increase of Baht 603 million or 15.2% compared to Baht 3,980 million last year. Satellite and related services

2008

2550

%YoY

Thaicom 1A, 2, 5 and related services

2,302

2,214

4.0%

IPSTAR services

2,281

1,766

29.2%

1,370 911

1,105 661

24.0% 37.8%

4,583

3,980

15.2%

Sales Services Total

IPSTAR revenue rose by 29.2% from 2007.

•

Revenue from the Thaicom conventional satellite business for 2008 was Baht 2,302 million, an increase of Baht 88 million or 4.0% from Baht 2,214 million in 2007, mainly due to a growth of transponder lease.

•

Revenue from IPSTAR business was Baht 2,281 million in 2008, up by Baht 515 million or 29.2% from Baht 1,766 million in 2007. Revenue from UT sales rose by 24.0%, reflecting a 50.7% increase in UT sales volume. The significant growth of IPSTAR business in Australia together with the provision of IPSTAR services in Korea, Malaysia and the Philippines resulted in a 37.8% increase in revenues from transponder lease on the Thaicom 4 (IPSTAR) satellite.

Telephone services The Company’s revenue from the telephone service business in 2008 was Baht 1,927 million, a decrease of Baht 285 million, or 12.9% compared to Baht 2,212 million in 2007. Following the sale of 49% shares in Shenington to AMH since July 25, 2007, the Company recognized a revenue reduction from LTC and Mfone for only five months in 2007, whereas a full-year revenue reduction was recognized in 2008. 93.8% growth in Mfone’s subscriber.

However, the growth of telephone subscribers in both Cambodia and Lao PDR, especially a significant growth rate of prepaid mobile phone subscribers leading to an increase in LTC and Mfone’s revenues. As at the end of 2008, LTC and Mfone had 964,518 and 921,205 subscribers, increases of 22.7% and 93.8% from 786,075 and 475,435 subscribers at the end of 2007 respectively. The new 330 telephone base stations were installed in 2008 to enlarge Mfone services to cover tourism spots and all major transportation routes in Cambodia, leading to a sharp growth in customer base in 2008.

Internet and media services Revenue from Internet and media services rose by 107% from 2007

Revenue from the Internet access and media business in 2008 was Baht 503 million, an increase of Baht 260 million or 107.0% from Baht 243 million in 2007, mainly due to an increase in revenue from DTV sales including Cambodia and Lao PDR sales first incurred in Q1/2008. As at the end of 2008, accumulated DTV sales volume was 346,612 sets, up 245,445 sets from the end of 2007.

Cost of sales and service The Company reported total costs for 2008 of Baht 5,780 million, an increase of Baht 188 million or 3.4% compared to Baht 5,592 million in 2007 due to increases in cost of sales and services from Internet and media services offset by a decrease in cost from the telephone business. The cost accounted for 82.4% of sales and service income, going down from 86.9% in 2007.

Management’s Discussion and Analysis: THCOM

Cost of sales and services

2008

2007

%YoY

Satellite and related services

4,398

4,338

1.4%

Telephone services

965

1,097

-12.0%

Internet and media services

417

157

165.6%

5,780

5,592

3.4%

Total

Cost of satellite transponder leasing and related services Cost relating to transponder leasing and related services in 2008 was Baht 4,398 million, an increase of Baht 60 million or 1.4% from Baht 4,338 million last year.

Satellite and related services

2008

2007

%YoY

Thaicom 1A, 2, 3, 5 and related services

1,261

1,344

-6.2%

IPSTAR services

3,137

2,994

4.8%

Total

4,398

4,338

1.4%

Cost relating to the Thaicom conventional satellite and related business was Baht 1,261 million, a decrease of Baht 83 million or 6.2% from Baht 1,344 million in 2007 mainly due to a reduction in cost of in-orbit insurance.

Cost of providing IPSTAR services was Baht 3,137 million, an increase of Baht 143 million or 4.8% from Baht 2,994 million in 2007, resulting from higher cost of UT sales corresponding to the sales growth offset by a reduction in cost of in-orbit insurance.

Cost of telephone services Cost relating to the telephone business for 2008 amounted to Baht 965 million, a decrease of Baht 132 million or 12.0% from Baht 1,097 million in 2007. This was mainly because the Company recognized a full-year cost reduction from Mfone and LTC in 2008 while it recognized a cost reduction from Mfone and LTC for only five months in 2007 corresponding to the reduced investment proportion. However, there was a rise in LTC and Mfone’s amortization of expanded telephone network. Meanwhile, Mfone had an increase in cost of electricity from expanded base stations and an increase in cost of revenue sharing which was in line with the increased revenue. Cost of Internet access and media services Cost relating to the Internet access and media business in 2008 was Baht 417 million, an increase of Baht 260 million or 165.6% from Baht 157 million in 2007, because of a cost increase from DTV sales corresponding to the sales growth in Thai, Cambodia and Lao PDR.

Selling and administrative expenses SG&A expenses, including directors’ remuneration, were Baht 1,521 million in 2008, an increase of Baht 118 million, or 8.4%, compared to Baht 1,403 million in 2007. This was due to increases in marketing expenses for the IPSTAR project, marketing expenses for the telephone business from television advertising and promotion, marketing expenses for the DTV business and provision for doubtful debt offset by a decrease in SG&A expenses from LTC and Mfone which was recorded according to the reduced investment proportion.

Management’s Discussion and Analysis: THCOM Interest expense Interest expense decreased by 44.4% from 2007.

Interest expense was Baht 450 million, a decrease of Baht 359 million or 44.4%, compared with Baht 809 million in 2007 due to loan repayments for the Thaicom 4 and Thaicom 5 projects in Q3/2007, Q2/2008 and Q4/2008 and for DTV in Q3/2008. Gain/Loss on exchange rate As the Thai Baht had continuously depreciated, the Company reported a loss of Baht 369 million on foreign exchange for 2008, compared with a gain on exchange of Baht 1,050 million in 2007. Most of the gain and loss on exchange rate were unrealized. Share of net results from investment – equity method The share of net results from investment in 2008 was Baht 67 million, decreased by Baht 38 million or 36.2% from Baht 105 million in 2007. This was mainly due to a 38.3% decrease in CSL’s net profit from 2007. This was largely due to tax expenses in relation to the registration of its liquidation of Loxley Information Services Co., Ltd. (“Loxserv”, a subsidiary of CSL), a writeoff of the remaining goodwill of Loxserv, and an impairment loss on investment in WATTA Classifieds Co., Ltd. Income tax expense The Company recognized the future benefit arising from losses carried forward that reduced the future tax base as an income tax receivable of Baht 261 million in this year, compared with income tax expense of Baht 1,952 million for 2007 mostly comprising a tax on the gain on the sale of investment.

IV. Financial Position At the end of 2008, the Company reported total assets of Baht 28,421 million, a decrease of Baht 1,680 million or 5.6% from Baht 30,101 million at the end of 2007. This was mainly due to the depreciation and amortization of PP&E under concession agreements, lower cash and cash equivalents resulting from the payment of income tax payable from the sale of 49% shares in Shenington to AMH and from loan repayments for Thaicom 4 (IPSTAR) and Thaicom 5 projects and loan repayments made by DTV and Mfone, offset by an increase in PP&E. THCOM’s asset components Assets

December 31, 2008

December 31, 2007

Amount

% of

Amount

% of

(Bt mn)

Total assets

(Bt mn)

Total assets

3,063

10.8

4,313

14.3

381

1.3

676

2.2

PP&E, net

5,515

19.4

4,505

15.0

PP&E under the concession agreement, net

17,069

60.1

18,777

62.4

Intangible assets

1,281

4.5

1,302

4.3

Current assets Investment in associates

Liquidity At the end of 2008, the Company had a current ratio of 0.86 times, down from 0.93 at the end of 2007.

Management’s Discussion and Analysis: THCOM Investments Investment in CSL was presented as an “investment in an associate” item. At the end of 2008 the Company’s investment in an associate was Baht 381 million, a decrease of Baht 295 million or 43.6% from Baht 676 million at the end of 2007, reflecting a proportionate recognition of CSL’s net profit for 2008 amounted to Baht 67 million, offset by a dividend paid of Baht 175 million and capital deduction of Baht 188 million. Property, plant and equipment Property, Plant and Equipment (PP&E) at the end of 2008 was Baht 5,515 million, an increase of Baht 1,010 million or 22.4% from Baht 4,505 million at the end of 2007. This was mainly due to purchase of assets of Baht 1,589 million most of which were assets for the expansion of telephone network in Cambodia and Lao PDR, offset by a depreciation and amortization of PP&E of Baht 701 million. PP&E at the end of 2008 also included the assets under concession agreements of Mfone of approximately Baht 1,409 million, dropped by Baht 202 million from Baht 1,611 million at the end of 2007. PP&E under concession agreements PP&E under concession agreements at the end of 2008 was Baht 17,069 million, a decrease of Baht 1,708 million from Baht 18,777 million at the end of 2007 totally due to an amortization. Intangible assets Intangible assets at the end of 2008 were Baht 1,281 million, a decrease of Baht 21 million or 1.6%, compared to Baht 1,302 million at the end of 2007 due to its depreciation and amortization, offset by increased intangible assets arising from the development of UT and foreign currency translation adjustments. Borrowings and Shareholders’ equity The Company’s net borrowings at the end of 2008 were Baht 9,310 million, a decrease of Baht 535 million from Baht 9,845 million at the end of 2007. This was mainly due to loan repayments for the Thaicom 4 and Thaicom 5 projects, and for the expansion of telephone network in Cambodia, and a loan repayment made by DTV. The Company’s shareholders’ equity at the end of 2008 was Baht 16,103 million, a decrease of Baht 581 million from 16,684 million at the end of 2007, reflecting the net loss for 2008 of Baht 713 million, offset by a translation gain relating to financial statements of foreign operations of Baht 107 million, and the issue of share capital of Baht 23 million. With lower net borrowings for the year ended December 31, 2008, net borrowings to equity at the end of 2008 were 0.58 times, down from 0.59 times at the end of 2007. Cash flow The Company’s cash inflows from operating activities for 2008 were Baht 1,757 million. Net cash outflows from investing activities were Baht 1,841 million, mainly due to a payment of income tax payable of Baht 1,290 million from the sale of 49% shares in Shenington to AMH, and payments for satellite equipment and the expansion of telephone network. The Company had net cash outflows from financing activities of Baht 1,165 million mainly due to total longterm loan repayments of Baht 1,431 million including loan repayments for the Thaicom 4 and Thaicom 5 projects and the expansion of telephone network in Cambodia, and a loan repayment made by DTV. The Company had ending cash of Baht 1,173 million on December 31, 2008. This document contains certain forward-looking statements. They refer to future events and to the future financial performance of the Companies. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue.” Although the Companies believe that the expectations reflected in such forward-looking statements are reasonable at this time, it can give no assurance that such expectations will prove to be correct. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Social Contributions THAICOM believes that, as a socially responsible corporation, it should encourage the development of society and play an active role in the development. The Company’s social contributions theme is “education”. That is, the Company aims to contribute to society by helping to further the development of education.

Promotion of Science Education

To promote science education, especially in satellite telecommunications, to children and youths, THAICOM has provided satellite models and information on satellites to the Science Centre for Education for exhibition. Moreover, the Company also founded the Satellite Museum at the THAICOM Satellite Station in Nonthaburi to disseminate knowledge on the history and development of satellite telecommunications.

Every year, THAICOM Satellite station receives to more than 30 groups of the visitors (ranging from 10-150 persons per group) from schools, universities, educational institutes, Government Agencies, Military, private companies, etc. from Bangkok, other provinces and overseas. The Company provides a satellite station facilities tour and gives information on satellites and related fields by experts from THAICOM satellite engineers. These team activities are free of charge.

THAICOM’s intention has always been to provide knowledge regarding the satellite field. THAICOM has produced a book named “Knowledge about the Satellite” to give away to children and general public free of charge. This book contains information such as explaining what a satellite is, how satellites works, how to control satellites and about satellite launchers with graphics to help

explain. In 2008, THAICOM revised information on the book; and published the second edition in the same year. It is now available for general public.

Supporting Children’s Day

During the Children’s Day every year, THAICOM has distributed many gift items such as books, pencils, pencil cases, or bags to students in many schools and some

government

agencies,

military,

navy

Bangkok,

Nonthaburi,

Pathumthani, and other provinces. These gifts are used for their Children’s Day activities.

Science Book Corner in School Library Project: THAICOM CORNER

This THAICOM project was established in 2007 with the objective to donate "THAICOM Corner" book shelves filled with science books to many school libraries throughout the country. THAICOM intends to carry out the project long term. Regarding the project, THAICOM integrates a collection of science books that are of interest for different age groups and placed them in a specifically designed shelf called “THAICOM Corner”. Together with the “THAICOM Corner” book shelf, THAICOM also donates a Ku-band DTV satellite dish set and a television set to these schools in order for students to be able to watch Distance Learning Education Channels (DLTV).

The main objective of the project is to promote and urge Thai students to selflearn about space, satellites, new sciences and technologies outside their classrooms. The school’s library is the nearest and cheapest source of information to all students. However, there are many schools, even in the greater Bangkok area, that still lack of science books. THAICOM's goal is for new generation of students to become interested in science and technology and be an important part in driving technological development in Thailand.

Social Assistance in Lao PDR Lao Telecommunications Co., Ltd. (“LTC”), of which Shenington Investments Pte Ltd. holds 49%, contributes to the society on a regular basis. In 2008, LTC provided donations and support including 1) Construction of an artesian well for eight schools in four provinces including Xekong, Khammouan, Vientiane and Xaignabouli, under the project of “Clean (fresh) water from MFone*” in the total amount of Kip 190 million; 2) Donation of library and educational equipment in the total value of Kip 40 million for schools in Loung Namtha province under the project “Care for Children from Mfone”; 3) Sponsored Kip 500 million to “2008 Champasak Game”, the national sporting competition, 3) Donation in the total value of Kip 269 million for cash, food, and necessities to flooded victims in Vientiane, Bolikhamxai, Khammouan and Xaignabouli, 4) Donation in the amount of Kip 30 million to infectious disease patients in Xekong province, Southern part of Laos; 5) Donation of computer sets to the National Television of Lao P.D.R. for its Satellite News Gathering project via IPSTAR broadband satellite, in the total value of Kip 100 million.

Note: *Mfone is also the brand name of LTC’ 3G mobile phone service.

Social Contribution in Cambodia Mfone Company Limited (“Mfone”) (formerly named Cambodia Shinawatra) a subsidiary of Shenington Investments Pte Ltd, has continued to support a charity called Japan Relief for Cambodia with IPSTAR service, and the construction of IPSTAR Internet networks for telemedicine and education in many remote schools of Cambodia. Regarding the role for its social responsibility in 2008, Mfone provided a special discount of 50% for the Internet satellite broadband IPSTAR service for the Tax Department, Provincial Department of Education Youth and Sports, and Bodhi Bhasa Sala School, all in Battambang province. In addition, Mfone also sponsored “Voice of Heart” radio program sponsorship to encourage handicapped people, especially mine/UXO victims established

by the Cambodia Mines-remove Campaign (CMC) organization. The Company supported activities in the celebration of Krousar Thmey Organizationâ&#x20AC;&#x2122;s 17th anniversary at Kampong Cham School for blind and deaf children.

GLOSSARY Analog

A variable signal continuous in both time and amplitude.

Asymmetric Digital Subscriber Line (ADSL)

ADSL is a form of DSL, a data communications technology that enables fast data transmission over copper telephone lines. The volume of data flow is greater in the "download" direction than the “upload” direction.

ASIC (Application Specific An Integrated Circuit (“IC”) is designed for a particular application. Integrated Circuit) For example, the ASIC chip built by connecting existing circuit building blocks in new ways that is designed to decode digital signals. Asymmetric

A type of data transmission that has a different (or asymmetric) downstream and upstream rate.

Bandwidth

A range of frequencies occupied by an electronic signal. Bandwidth also refers to data (information) transmission rates when communicating over certain media or devices. Any digital or analog signal has a bandwidth. Bandwidth is measured in Megabits per second.

Bit

A binary digit. The smallest unit of information that can take on one of two values, such as true or false or zero or one.

Broadband

A type of high-speed data transmission through Internet Protocol (“IP”).

Broadcast Beam

A group of transponders aimed at the Earth's surface as a result of combining of a number of SPOT Beams. The level of combining may vary according to the service area. It is mostly used in one-way communication.

Byte

The unit of digital storage that is larger than a â&#x20AC;&#x153;bitâ&#x20AC;?, typically consists of eight bits.

C-band

The frequency range from 4-8 GHz, covers large footprint. C-band needs a large dish to receive signals. It is suitable for general telecommunications services such as audio, video or data transmission.

Cable Modem

A type of modem that provides access to a data signal sent over the cable television infrastructure. It can achieve up to 4 Mbps. Everyone in the neighborhood shares the bandwidth therefore, the more people using the Internet, the slower it becomes.

Compression

A way of squeezing more data through a transponder.

Compressed Video

A digital transmission process used to transmit a video signal. When the vast amount of information in a video transmission is compressed into a fraction of its former bandwidth by a codec, the resulting compressed video can be transmitted more economically and through existing phone lines. While compressed video requires less bandwidth, signal quality may be reduced. For Example, picture quality is generally not as good as full-motion video. Quick motions often appear somewhat blurred. This quality issue is becoming less of a concern as more and more playback systems for compressed video.

Digital

A type of data stored in two statuses (i.e., opened or closed status, or number 0 or 1).

Digital Broadcasting

Converting TV pictures to numbers when transmitting and reconverting them to pictures when they are received.

Digital Direct-to-Home (DTH)

Digital signals transmitted directly to the customer's home.

Digital Subscriber Line (DSL)

A technology that provides digital data transmission over the wires of a local telephone network. Typically, the download speed of consumer DSL services ranges from 256 kilobits per second (Kbps) to 24,000 Kbps, depending on DSL technology, line conditions and service level implemented. Customers must be within 5 kilometers from the telephone exchanges. DSL is suitable for densely populated towns.

Digital Video Broadcast (DVB)

A suite of internationally accepted, open standards for digital television.

Dish

An earthbound dish-shaped antenna used for receiving satellite signals. Also referred to as downlink dish and ground receiving dish.

Downlink

After a ground station send the signal to the satellite, the antenna on the spacecraft will transmit data and voice signals and repeat to the desired location on Earth within the footprint coverage, called â&#x20AC;&#x153;Downlinkâ&#x20AC;?.

Downloading

A procedure for transferring or retrieving a file from a distant computer.

Encryption

The process of obscuring information to make it unreadable without special knowledge or proper equipment sometimes referred to as scrambling.

Fiber Optics

A technology that uses glass (or plastic) threads (fibers) to transmit data. Fiber optic cables are high-cost to install and more fragile than wire and difficult to splice.

Free-to-Air

A term used to describe television (TV) and radio broadcasts which

Formatted: Condensed by 0.1 pt

are broadcast unencrypted and may therefore be picked up via any suitable receiver. Frequency

The rate of change of phase of a sinusoidal waveform.

Gateway

Two meanings: 1) In Networking: a gateway is a medium of data transmission from one network to other networks. 2) In a satellite system (including IPSTAR), a gateway is a main earth station that links the satellite system to the ground system (i.e. the Internet).

Geostationary Earth Orbit (GEO)

A geostationary orbit mostly used for communication purposes, directly above the Earth's equator (0ยบ latitude), at an altitude of approximately 35,786 km above ground. In geostationary orbits, a satellite rotates around the Earth with an angular velocity equal to the Earth's rotation so that the satellite appears stationary with respect to a fixed point on the rotating Earth. GEO takes only three or four satellites to cover the Earth's surface (except the area around the North and South Pole).

Hertz (Hz)

A unit of frequency, equal to one cycle per second of a sound wave or electromagnetic wave. 1 Gigahertz (GHz) = 1,000,000,000 Hertz 1 Megahertz (MHz) = 1,000,000 Hertz

High Definition Television (HDTV)

An improved television system which provides approximately twice the vertical and horizontal resolution of existing television standards. It also provides audio quality approaching that of compact discs. HDTV provides the resolution of 2 million pixels (1,920 x 1,080 active lines). That is four (4) times that of traditional TV formats such as NTSC, SECAM, PAL.

Integrated Services Digital A circuit-switched telephone network system, designed to allow digital Network (ISDN) transmission of voice and data over ordinary telephone copper wires, resulting in better quality and higher speeds than that available with the PSTN system. Data travels at 64 - 128K bits per second.

Internet Protocol Television A system where a digital television service is delivered using packets (IPTV) over a network infrastructure. For residential users, IPTV is often provided in conjunction with Video on Demand and may be bundled with Internet services such as Internet access and VoIP. Despite its name, IPTV typically does not come to consumers over the Internet, but over carrier owned fiber optic, or coaxial cables. IPTV is provided by cable TV companies, telephone companies, and soon by electric utilities using BPL. IPSTAR-1 Satellite

The Thaicom 4 satellite.

Ka-band

The frequency range from 18-31 GHz covers a very small foot print. Small dishes are enough to receive signals from the satellite for home users. It is normally used in communicating to and from the satellite, such as transmissions from the IPSTAR gateway to the THAICOM 4 (IPSTAR) satellite.

Ku-band

The frequency range from 12-18 GHz, suitable for DTH video broadcasting services. Ku-band is also an ideal for satellite broadband Internet applications, allowing users to access web pages, video and other multimedia data at high speed, direct from the satellite network to internet users.

Leased Line

A symmetric telecommunications line connecting two locations together.

Local Multipoint Distribution Service (LMDS)

A broadband wireless access technology that uses microwave signals operating between the 26GHz and 29GHz bands. LMDS is a point-to-multipoint, fixed wireless technology for the last mile.

Low Earth Orbit (LEO)

An orbit within the locus extending from the Earthâ&#x20AC;&#x2122;s surface up to an altitude of 2,000 km. The commonly accepted definition for LEO is

between 200 â&#x20AC;&#x201C; 2,000 km. above the Earth's surface. LEO satellite can circle the Earth in about an hour and a half but require at least 32 satellites to cover the Earth. Medium Earth Orbit (MEO) The region of space around the Earth above low Earth orbit (2,000 km) and below geostationary orbit (35,786 km), requiring 10-20 satellites to cover the Earth. Microwave

Electromagnetic waves with wavelengths approximately in the range of 30 cm (frequency = 1 GHz) to 1 mm (300 GHz).

Modulate

To transform data to the suitable format before sending to any communication mean such as modulating a digital signal to be transmitted to a satellite.

Multi-Channel Multipoint Distribution Service (MMDS)

A wireless telecommunications technology, used for general-purpose broadband networking or, more commonly, as an alternative method of cable television programming reception. The MMDS band uses microwave frequencies from 2 GHz to 3 GHz in range.

Multi-Channel Per Carrier (MCPC)

A type of data transmission by blending multiple channels into a common carrier, as in blending television signals into a common carrier to be transmitted to a satellite.

Multimedia

Systems that support the interactive use of text, audio, still images, video, and graphics. Each of these elements must be converted in some way from analog to digital before they can be used in a computer application. Thus, the distinction of multimedia is the convergence of previously diverse systems.

Point-to-Multipoint

A specific type of multipoint link which consists of a central connection endpoint (CE) that is connected to multiple peripheral CEs. Any transmission of data that originates from the central CE is received by all of the peripheral CEs while any transmission of data

that originates from any of the peripheral CEs is only received by the central CE. Point-to-Point

A dedicated link that connects exactly two communications facilities.

Radio Frequency (RF)

Frequencies between 100 KHz and 20 GHz.

Shaped Beam

A satellite signal that is modified to have a suitable shape for different geographical area coverage. Mostly used in two-way communication service in an opened and less populated area.

Spot Beam

A satellite signal that is specially concentrated in power so that it will cover only a limited geographic area. When seen from the satellite, the Spot Beam covers the service areas in multiple, narrowed, circular-shaped footprints connected in the shape of a cellular network. It is a suitable beam type for two-way communications services over a densely populated area.

Streaming

Playing video or sound in real time as it is downloaded over the Internet. Data is decompressed and played (by use of a web browser plug-in) as it is transferred to your computer over the World Wide Web. Streaming requires a powerful computer and fast connection since the file is not stored on your computer.

Teleport

A teleport (telecommunications port) is an earth station providing a comprehensive range of television and radio broadcasting and telecommunications services, including networking service and high quality internet service to user in remote area.

Terminal

The end point of a network. In the IPSTAR system, it refers to the satellite modem (internal unit) and the satellite dish, including cables (external unit).

Transponder

An electronic device, inside a satellite, that uses the satellite dish to receive signals from the teleport, lower the signals' frequency, amplifies them, then retransmits them to a ground teleport. Two or three transponders aimed at a target area are called a beam, hence "India Beam" for a group of transponders that cover India.

Turnaround Service

The act of receiving signals from other satellites and re-sending them to a Thaicom satellite.

Turnkey Service

An integrated service that is readily usable by buyer.

TTC & M

The abbreviation of Telemetry, Tracking, Command and Monitoring, which is an operation system for satellite control.

Uplink

The act of transmitting a signal up to a satellite. The communications satellite is act as a repeater to a ground station. The ground station will sent a signal through the microwave up to the satellite. The link from a satellite to a ground station is called “Uplink”.

Uploading

A transfer of copies of files from one computer to a remote database or another computer. It is a reverse of “Downloading”.

Very Small Aperture Terminal (VSAT)

A system that provides sound, data and pictures by sending and receiving computer data and other telecommunication data via satellite.

3G – Third Generation

An advanced cell phone system (which GSM was the second generation system) that includes the availability of broadband on cell phones.

WiFi

A broadband transmission system that transmits over the air at frequencies of 2.4 GHz or 5GHz. This frequency is considerably higher than the frequencies used for cell phones, walkie-talkies and

televisions. The higher frequency allows the signal to carry more data. WiFi transmits and receives in short distances of about 100 feet (30.48 m.) WiMAX

WiMAX is a wireless broadband transmission system known as IEEE 802.16e. Unlike WiFi which has a maximum range of about 100 feet, WiMAX may reach three miles or more. With new chips WiMAX may be accessed by cell phones and laptops.