TRUE : FORM 56-1 For the Year 2002 by True Corporation Public Company Limited

(Translation)

Annual Registration Statements (Report Form 56-1) For the Year 2002

TelecomAsia Corporation Public Company Limited

Contents Part I Executive Summary Part II 1. Risk Factors 2. Nature of Business 3. Details of each Business Line 3.1 Products and Services under the Build Transfer Operate Concession with TOT and CAT 3.2 Marketing Strategy 3.3 Distribution Scheme and Distribution Channel 3.4 Procurement of Products and Services 3.5 Thai Telecom Industry 4. Research and Development 5. Operating Assets 6. Future Projects 7. Legal Disputes 8. Capital Structure 8.1 Company’s Securities 8.2 Shareholders 8.3 Dividend Policy 8.4 Liabilities Structure 9. Management 9.1 Management Structure 9.2 Remuneration for the Company’s Directors and Executive Officers 9.3 Corporate Governance Compliance Report 9.4 Insider Trading Policy 9.5 Personnel 10. Internal Controls 11. Connected Transactions 12. Financial Status and Performance 12.1 Company Auditors and Significant Accounting Policies 12.2 Summary of Financial Statements 12.3 Financial Ratios 12.4 Management’s Discussion and Analysis 13. Other Related Information Part III Appendix 1: Information of Directors and Executive Officers Appendix 2: Information of Director of Subsidiaries

page 1 2 5 12

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104 122 136

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

PART I EXECUTIVE SUMMARY TelecomAsia Corporation Public Company Limited (“TA” or the “Company”) and its affiliates, provide telecommunications services under the concession awarded by the Telephone Organization of Thailand (currently is TOT Corporation Plc or “TOT”) and the Communications Authority of Thailand. The Company’s businesses could be classified into five categories as follows: Wireline services and value-added services from which the companies earn major income about 63 percent of the total income, Personal Communication Telephone services and Mobile Phone business operated by a TA’s affiliates, Multimedia Services, Data Transmission Services, Internet and ecommerce services operated by a TA’s affiliates. The company aims to be a full-integrated telecommunications services provider. The company continually develops new services to meet requirements of the customers both from business segmentation and consumer segmentation. More details could be found in Section 2 of this report which is corporate information.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

PART II THE LISTED COMPANY TelecomAsia Corporation Public Company Limited, Type of Business: Telecommunication Head Office: 18 Telecom Tower, Ratchadaphisek Road, Huai Khwang, Bangkok 10320 Public Company Registration No. Bor Mor Jor. 82 Home Page: www.telecomasia.co.th Telephone: (660) 2643-1111

Fax: (660) 2643-1651

1. Risk Factors Risk Related to Operations Relationship with the TOT and the CAT creates a number of business risks that are outside of the Company’s ability to control. The Company operates a number of telecommunications-related businesses under concessions granted by the TOT Corporation Public Company Limited (“TOT”) and the Communications Authority of Thailand (“CAT”). The TOT and CAT, also oversee the Company’s compliance with the terms of each concession agreement. Differences of interpretation with the TOT and the CAT over the material terms of a concession agreement could impair the Company’s ability to conduct the business or otherwise deny the Company its rights. The Company currently depends on the operation of a concession-based, wireline telephone network for a significant portion of the Company’s operating revenues. The concession expires in 2017. In certain circumstances if the Concession was cancelled, the Company would no longer be able to conduct a substantial portion of its business, Under the revenue-sharing provisions of the Concession, TOT collects and retains a portion of the Company’s revenues and can withhold or delay the forwarding of these payments to the Company or offset obligations it believes the Company owes to it.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

As a provider of wireline services in the Bangkok Metropolitan Area ("BMA"), the TOT is simultaneously the Company’s regulator and a direct competitor. At times, the TOT's interests may be different from the Company’s. As a result, the TOT is able to affect the Company’s ability to provide services to customers. Regulatory changes in the Thai telecommunications industry may significantly affect the Company’s operating environment. The Thai telecommunications industry is heavily regulated and supervised by the Government. However, to fulfil its commitment to the World Trade Organization, the Thai Government has announced plans to liberalize the industry before 2006. Liberalisation could materially affect the Company’s operations. Increased competition in Thailand has had and may continue to have an adverse effect on the Company’s results of operations and financial conditions. The telecommunications sector in Thailand is rapidly evolving. The Company faces increasing competition from cellular operators and the TOT. The Company expects high competition to be remained in the future. The telecommunications industry is subject to rapid technological change. Emerging and future technological changes may adversely affect the viability or competitiveness of the Company’s businesses. Furthermore, changing market demand may require the Company to adopt new technologies that could render many of the technologies it is currently implementing less competitive or obsolete. Substantial capital expenditure and access to related or enabling technologies may be required to integrate new and existing technology into the existing network infrastructure. Risk Related to Financial Situation The Company’s operations are restricted by various financial agreements. Agreements covering long-term debt and restructured debt contain conditions and limitations on the Company’s operations. These may force the Company to pursue 3

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

less than optimal business strategies or forego business arrangements that could be financially advantageous to Company and shareholders. Repayment of the Company’s indebtedness could be accelerated without its control. The Company’s restructuring agreements permit its creditors to accelerate the repayment of its secured indebtedness if: • TOT materially breaches its concession agreement with the Company; • Principal shareholders are unable to direct the Company’s management; or In any of these events, the Company’s creditors could request immediate repayment of the indebtedness to them.

Subject to exchange rate fluctuations Any further depreciation of the Thai Baht against foreign currencies, principally the Japanese Yen, would increase the Company’s outstanding foreign debt and related interest expenses, as well as the amount of Baht revenue required to meet capital expenditure plans.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2. NATURE OF BUSINESS COMPANY BACKGROUND AND MAJOR DEVELOPMENT TelecomAsia Corporation Public Company Limited (the “Company”) was established on 13 November, 1990, initially under the name of CP Telecommunications Company Limited to undertake the Build Transfer Operate (BTO) concession from the Telephone Organization of Thailand (now TOT Corporation PLC or “TOT”). This was to construct, install and jointly operate a 2.6 million fixed telephone lines expansion in the Bangkok Metropolitan Area (the “BMA”) (the BMA includes Bangkok, Nonthaburi, Samutprakarn and Pathumthani) for a period of 25 years. The Company must also provide maintenance of the network of 2.6 million lines throughout the term of the agreement. In addition to the original fixed line concession with the TOT, the Company has been granted approval to expand a range of valued-added services for its fixed line subscribers. These include TA Connex, a public phone service, Personal Communication Telephone service (“PCT”), data network service, internet and multimedia services. The Company has also invested in cable TV and mobile phone business. The Company subsequently registered as a public company limited with registration no. Bor Mor Jor 82 on 11 February, 1993 with Nynex Network System (Thailand) Company Limited (“NYNEX”) as a strategic partner. NYNEX is an affiliate of Verizon Communications Inc (“Verizon”), a leading telecommunications service provider in the USA. As at 31 December 2002, NYNEX holds approximately 10.94% of fully paid-up capital of the Company while CP Group and its affiliates hold 42.75 %. Major Development in Business Operation and Management November 1990 Company established with registered capital of Baht 1,000 million. August 1991

Entered into the BTO concession with the TOT to build, install, jointly operate and maintain a 2 million fixed telephone lines in the Bangkok Metropolitan Area (BMA) for a period of 25 years.

December 1991 Telecom Holding Company Limited established to invest in telecommunications projects.

TelecomAsia Public Company Limited

July 1992

Annual Registration Statements (Report Form 56-1)

Fifteen percent shareholding in the Company acquired by Nynex Network System (Thailand) Company Limited.

December 1993 Company listed on the Stock Exchange of Thailand with registered capital of Baht 22,230 million. March 1995

Start of cable TV service of UTV Cable Network Company Limited (UTV), one of the Company’s affiliates.

September 1995 Company received approval for additional 600,000 fixed lines expansion in the BMA. May 1996

Company gained approval to provide value-added services, such as digital network services and TA Connex.

August 1996

The Company gained approval to provide PCT service.

January 1997

The Company received approval to provide a public telephone service in the BMA.

May 1998

UTV and International Broadcasting Corporation PLC (IBC) merged to become a leading cable TV service provider under the name of United Broadcasting Corporation PLC (UBC).

November 1999 Official start of PCT service. March 2000

Debt restructuring successfully completed with a principle term that Kreditanstalt für Wiederaufbau (KfW), a major foreign creditor, subscribed 702 million preference shares totaling USD 150 million, equal to 24 % of total shares of the Company after the capital increase.

August 2000

Start of Click TA service, an alternative Internet service that allows customers to log on for up to 2 hours.

November 2000

“TA 1234” service, an economical rate for long distance calls Launched.

February 2001

Prepayment of loans of Baht 532 million from cash surplus.

April 2001

Start of prepaid PCT service under the name “PCT Buddy”.

July 2001

High-speed data transmission services, including ADSL, Cable Modem and TA Megaport services launched. Additional prepayment of loan of Baht 368 million from cash surplus. 6

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

September 2001 Entered into a cross-currency swap agreement with KfW for repayment of loans of $US97 million in Baht to reduce foreign exchange risk. October 2001

Invested 41% in shares of Bangkok Inter Teletec Co., Ltd (“BITCO”), which holds 99.81% of shares in TA Orange Company Limited (formerly known as CP Orange Company Limited) via a share swap transaction. TA Orange is a GSM 1800 cellular operator under a concession granted by the Communication Authority of Thailand (“CAT”).

December 2001 Entered into a new Baht loan agreement of Baht 5 billion to repay the US dollar-denominated debt to reduce the foreign exchange risk. March 2002

TA Orange, a 41% joint venture of TelecomAsia Corporation Public Company Limited launched its cellular service under the “Orange” brand name. Additional repayment of loan of Baht 948 million from the Company’s cash surplus.

April 2002

The Company gained approval to install and operate an additional 6,000 public phone sets, increasing the Company’s capability to provide public phone service to 26,000 sets.

July 2002

Telecom Holding Company Limited and its subsidiaries entering into a Restructuring Agreement with its creditors. Further prepayment of loans of Baht 345 million from the Company’s cash surplus.

August 2002

The Company signed a Memorandum Of Understanding with Thailand’s 10 leading providers of information, entertainment, healthcare, financial services and on-line games in order to jointly promote and develop fully integrated services for Thailand’s first Broadband Community.

September 2002 Approval granted by the Extraordinary General Shareholders Meeting No. 1/2545 to increase the registered capital of the Company from Baht 34,278 million to Baht 44,461 million by issuing 1,018 million new shares at a par value of Baht 10 each. The proceeds were used for investment in TA Orange and repayment of debts.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Launch of a new business broadband solution called “TA Metronet” which is based on Fibre-to-Building technology. This technology provides transmission rates of 512 Kbps to 1 Gbps for each customer. October 2002

Successfully placed Baht 18,465 million in new debentures, the largest offering of corporate debentures rated by TRIS and the second largest offering in Thai history. The debentures were offered in two tranches, both of which were oversubscribed by investors. Prepayment of the Company’s indebtedness in the amount of US Dollar 452 million or Baht 19,590 million, funded by the proceeds from Thai Baht Debentures of Baht 18, 465 million and Baht loan from IFC of Baht 1,125 million. Offered new ordinary shares to the existing shareholders (whose names appeared in the Share Register Book as of 26 September 2002) by the resolution of the Extraordinary General Shareholders Meeting No. 1/2545 during 14 –18 October 2002. The number of total shares subscribed was 461,997,236 shares or 85.757 % of the total shares offered to the existing shareholders. The Company registered the change in the Company’s paid up capital from Baht 32,325 million to Baht 36,945 million. The proceeds from this rights offering of Baht 3,003 million, which came from the CP Group and other existing shareholders, was used for additional investment in TA Orange through Bangkok Inter Teletec Company Limited. The Company’s holding stake in TA Orange increased from 41% to 44% after the transaction.

December 2002 Bought back Yen-denominated, long-term trade accounts worth Baht 3.6 billion (Yen 10.1 billion) at a 81.3% discount to their book value, representing a gain from the buy-back of Yen-denominated notes of approximately Baht 3.1 billion in the Company’s fourth quater 2002 results. Signed an MOU with additional 13 providers of information, entertainment, hospital and on-line games for the development of the Broadband Community.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Business Profile of the Company, Subsidiaries and Associated Companies Currently, the Companyâ&#x20AC;&#x2122;s products and services can be classified into 5 major categories as follows: 1. Wireline Services and Value Added Services 2. Wireless Services (PCT) and Mobile Phone (Orange) 3. Data Transmission Services 4. Multimedia Services 5. Internet and E â&#x20AC;&#x201C; Commerce Services

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

BUSSINESS GROUP STRUCTURE

(in Subsidiaries and Associated Companies) (As at 31 December 2002)

TelecomAsia Corporation Public Company Limited Fixed Line Business, Value Added Service and Digital Data Network 99.99%

43.86 %

10.76 %

Telecom Holding Co., Ltd.

Bangkok Inter Teletech Co., Ltd.

Thai Smart Card Co., Ltd

The Operator of 1800 MHz Cellular Telephone Personal Communication Telephone Q

Asia Wireless Communication Co., Ltd. Q (99.99%)

Service Multimedia Network Provider Asia Multimedia Co., Ltd. (90.45%)

Internet Service Q

Asia Infonet Co., Ltd. (65.00%)

Other Business

TA Orange Co., Ltd. (99.81%)

Local and International Telecommunication Business Q Asianet Corporation Co., Ltd. (99.99%)* Q Wire & Wireless Co., Ltd. (87.50%) Q TA Orient Telecom Investment Co., Ltd. (99.99%) - Chongqing Communication Equipment Co., Ltd. (38.21%) Q K.I.N. (Thailand) Co., Ltd. (BVI) (100%) - FLAG Telecom Holdings Limited (9.28%) Q Public Radio Network Co., Ltd. (32.00%) Rental Business Q Nilubon Co., Ltd. (99.99%) - Nilubon Co., Ltd. (BVI) (100.00%) Q W7 Rental Services Ltd. (99.99%) Training & Development Business

Q Telecom Training and Development Co., Ltd. (99.99%) Cable TV Business Q United Broadcasting Corporation Public Company Limited (40.96%) NOTE : Non activities companies are as follows : K.I.N. (Thailand) Co., Ltd. (a company in Thailand), Tele Engineering and Services Co., Ltd., Yai Kaew Co., Ltd., Asia DBS Public Company Limited, Telecom International Co., Ltd., Telecom Asia (China) Co., Ltd., U-Net Co., Ltd., Telecom Equipment Manufacturing Co., Ltd., Telecom International China Co., Ltd. *Asianet Corporation Co., Ltd. (former name Interactive Media Services Co., Ltd.)

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Revenues breakdown by business group Percentage 2002 of Shares Held by the Baht % Company Million

Business Group / Operation by

2001 Baht Million

2000 %

Baht Million

1. Business in Telephone and Value Added Service1 Telecom Asia Corporation Public Company Limited Revenues 16,125 62.5% 2. Business in Personal Communication Telephone (PCT) and Mobile Phone (Orange)

15,618 75.7%

14,732 75.9%

6,096 23.6%

3,072 14.9%

3,034 15.6%

Revenues

954 3.7%

894 4.3%

881 4.5%

Telecom Asia Corporation Public Company Limited Revenues 5. Business in Internet and E-Commerce

1,199 4.7%

503 2.4%

342 1.8%

198 0.8%

154 0.8%

95 0.5%

1,203 4.7% 25,775 100%

395 1.9% 20,636 100%

304 1.6% 19,388 100%

Telecom Asia Corporation Public Company Limited Asia Wireless Communication Co., Ltd. 99.99% Wire & Wireless Co., Ltd. 87.50% Bangkok Inter Teletech Co., Ltd 43.86% Revenues 3. Business in Service Multimedia Network Provider Asia Multimedia Co., Ltd.

90.45%

4. Business in Data Service

Asia Infonet Co., Ltd.

65.00% Revenues

6. Other Business W7 Rental Services Co., Ltd. Nilubon Co., Ltd. Wire & Wireless Co., Ltd. Other Company

99.99% 99.99% 87.50% Revenues

Total Revenues Source: The Company

Includes Fault Reporting and Dropwiring, Public Phone and Audiotext

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

3. DETAILS OF EACH BUSINESS LINE 3.1 Products and Services Under the Build Transfer Operate Concession with TOT and CAT The Company is a leading telecommunications service provider of wireline and voice, video, data and web-based applications, based on the integrated multi-platform network. At December 31, 2002, the Company’s wireline business had the highest market share in the Bangkok Metropolitan Area (“BMA”). The Company’s core wireline network combines a fibre optic network and a high-speed digital network. This enables the Company to provide customers with the best quality of wireline service and supports the development of new value-added services that better serve customers’ needs. The Company has also installed ATM (Asynchronous Transfer Mode) and IP (Internet Protocol) networks on its core network to expand the capacity and speed of data transmission and to offer new alternative services to customers. The Company has a Network Management System, which enables it to track errors and to provide highly effective maintenance 24 hours a day, including the advanced Computerized Customer Service System (CCSS). The Company, its subsidiaries and affiliates provide: 1. Wireline and Value-Added Services 2. Wireless Service (PCT) and Mobile Phone (Orange) 3. Multimedia Services 4. Data Transmission Services 5. Internet and E-Commerce Services 1.

Wireline and Value-Added Services

In 1991, the Company was formally awarded a Build Transfer Operate (BTO) 25-year concession by TOT to construct, install and jointly operate a 2.6 million wireline telephone expansion in the BMA. The Company shares its revenue with TOT. TOT collects service charges from customers and then calculates the proportion of revenue sharing to the Company. Under the concession, this is based on gross revenue before the deduction of related expenses, at the rate of 84 percent for 2 million lines and 79 percent for 600,000 lines. The Company has 82 percent revenue sharing from each

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

value-added service and 76.5 percent of the public phone service. At December 31, 2002, the Company had 1,955,945 telephone subscribers. Telephone Subscription and Installation Customers can subscribe for wireline telephone services at 23 TelecomAsia branches throughout the BMA area or through the Tele-ordering Center at 0-2900-9000. Network and customer support is provided through a 24-hour a day Service Center. Technical support is provided by its Network Maintenance Centers throughout the BMA area. A customer Call Center provides customer information and addresses customer concerns. Value-Added Services In addition to the wireline service, the Company offers a range of value-added services to meet customers’ needs, such as the public phone service, 1177 Service Center, TA Voice Mailbox, TA Connex, Direct Inward Dialing, TA Hunting Lines and Integrated Service Digital Network. •

•

The Company has provided a public phone service in the BMA area since 1997 with 20,000 telephone units. In April 2002, the Company gained approval to install an additional 6,000 telephone units, bringing the total number of units to 26,000. The Company operates 1177 Service and Drop Wire Maintenance Centres to handle network problems and maintenance.

•

TA Voice Mailbox is an automatic telephone answering service that answers incoming calls when the line is engaged or there is no answer. This service does not require any additional equipment, and allows customers to receive their voicemails by just calling the Voice Mailbox Center.

•

TA Connex provides Call Waiting, Conference Calling, Call Forwarding, Hot Line, Abbreviated Dialing, Automatic Call Repetition and Outgoing Call Barring.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

The Company also provides services for corporate customers requiring a large number of telephone lines and provides a range of valued-added services including:

(2)

•

Direct Inward Dialing (DID automatically directs incoming calls to a party.

•

The TA Hunting Lines service bundles two or more telephone lines at one location into a single number.

•

The Integrated Service Digital Network (ISDN) enables a telephone network to handle all forms of voice, data and image communications simultaneously on the same telephone line.

•

New, value-added services such as Call Card and Free Phone 1-800, were launched in 2002.

Personal Communications Telephone (PCT) and Mobile Phone Business (Orange)

The PCT business is operated by Asia Wireless Communication Company Limited (“AWC”), a TA subsidiary. The mobile phone business (Orange), operated by TA Orange Company Limited. TelecomAsia has an almost 44 percent shareholding, held by Bangkok Inter Teletech Company Limited. Details will be said as follow: 2.1

Personal Communications Telephone (PCT)

Together with Asia Wireless Communication Company Limited (“AWC”), a TelecomAsia subsidiary, the Company officially launched its PCT Service in November 1999. PCT links a single, wireline telephone number with a cordless handset that can be used anywhere within the BMA. PCT combines two leading technologies - the Personal Handy Phone System (PHS), developed from the cordless telephone system, and the Public Switched Telephone Network (PSTN) within the existing advanced Intelligent Network. PCT is provided under the BTO concession with TOT. All revenue from the PCT service is collected by TOT and the Company is paid 82 percent of this, before deduction of related expenses, of which about 70 percent is paid to AWC as compensation for 14

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

operating the PCT service. The PCT service is also available to TOT subscribers. Because the PCT network belongs to the Company, TOT shares approximately 80 percent of revenue received from its subscribers to the Company as a PCT network rental fee with the Company (in the event that the forex rate is below Baht 38 per USD1) or approximately 82 percent of revenue (in the event that the forex rate is Baht 38-45 per USD1). 2.2

Mobile Phone Business (Orange)

In October 2001, the Company invested in a 41 percent shareholding in Bangkok Inter Teletech Company Limited (“BITCO”), which holds 99.81 percent of the shares in TA Orange Company Limited (formerly known as CP Orange Company Limited), to operate a GSM 1,800 MHz cellular business under a concession granted by the Communication Authority of Thailand (“CAT”) until 2013. In March 2002, TA Orange Company Limited formally launched its business in both post-paid and pre-paid mobile phone services. In October 2002, the Company used the proceeds from a Bt 3 billion Capital Increase to increase its investment in TA Orange Company Limited through Bangkok Inter Teletech Company Limited. The Company’s holding stake in TA Orange increased from 41 percent to 44 percent after this transaction. 3.

Multimedia Services

Multimedia service is provided through Asia Multimedia Company Limited (“AM”), the Company’s subsidiary that owns exclusively a large-scale, hybrid fibre-optic coaxial (HFC) network. Asia Multimedia has been operating since October 20, 1997. AM currently jointly operates a cable TV business with United Broadcasting Corporation Public Company Limited (“UBC”), a Company affiliate and Thailand’s leading cable TV service provider. AM has rented its HFC network of 35 analog channels to UBC for broadcasting cable TV programs. In addition, AM is a drop-wire distributor and provides UBC customers with drop-wire installation services, including the maintenance of the set-top boxes.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

AM is the first company in Thailand to launch broadband internet services, based on cable modem technology which allows computers to send and receive data via the HFC network at very high speed. The transmission speed through AM’s cable modem service, introduced in 1999, is up to 100 times higher than other dial-up modems currently used by internet users. Because it is always connected to the internet, the cable modem service eliminates the delay of dialling-up, saving users’ time, and does not require a separate telephone line. 4.

Data Transmission Services

The Company offers various alternatives in both speed and flexibility for data transmission to best meet customers’ needs. After the installation of ATM/IP and Remote Access Server (RAS) in mid- 2000, the capacity of data transmission has increased in speed and quality. Data transmission services include: •

Digital Data Network (DDN) DDN facilitates voice, data and image transmission between two different points of the Company’s Intelligent Network. Users can use this special route to transmit data that is suitable for business institutions, e.g. banks and financial institutions, which rely upon continuous transmission of accurate data or information, often in large volumes.

•

Asymmetric Digital Subscriber Line (ADSL) allows for normal telephone usage at the same time as high and stable speed wireline data transmission. It is marketed under the name of “TA Express”.

•

IP Access Service (IPAS) This service, offered under the name “TA Megaport,” provides RAS management services for customers who require an external access port, for example, internet service providers, web information providers, and business groups which require a Virtual Private Network Service (VPN), without the additional cost for equipment and management of the access port.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Internet and E-Commerce Services

Since receiving approval from CAT in November 1996, the Company’s subsidiary, Asia Infonet Company Limited (“AI”) has provided internet and e-commerce services under the name of “Asianet” AI customers are offered various service alternatives. Corporate customers can, for example, select leased line, ISDN and web-hosting services, while private users can select from monthly or hourly membership packages, or purchase an internet kit or international roaming services. In addition to AI’s internet service, the Company has created its own website, ClickTA.com, which is an economical internet service designed to serve its telephone subscribers exclusively. ClickTA.com is accessed through an on-line portal that provides customers with high-speed, data transmission through a special gateway to the internet. Service charges collected by AI are shared with the Company, the ratio dependent on the number of ClickTA.com subscribers. In addition, the Company also provides corporate and institutional customers with ecommerce services, including end-to-end web development solutions. 3.2 Marketing Strategy The Company seeks to provide customers with a complementary variety of bundled telecommunications services. It considers that the demand for the combination of wireline, wireless, internet and multimedia products and services will increase significantly in future. As high technology products and services develop, the Company and its subsidiaries have jointly determined their marketing strategy. The focus is to better understand customers’ needs and distribution channels, and to improve customers’ perception and understanding of products and services that meet their requirements. Nature of Customers and Target Group The Company recently separated its customers into business and consumer segments to provide them with the best service and most appropriate high technology products and services. The business segment comprises: Small and Medium Enterprises; Banking, Finance and Insurance; Government and State Enterprises, and Wholesale Services and 17

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Solutions. The consumer segment comprises: Teenagers; Housewives and Families; Businessmen and Professionals and New Housing Residents. 3.3 Distribution Scheme and Distribution Channels Distribution channels are divided into: 1) Business Channel •

Small and Medium Enterprises The distribution channel for this customer group is based upon the territory and area approach. Each area is under the responsibility of a sales manager and sales executives in charge of a specific territory. The marketing strategy is tailored and can be adjusted to meet the requirements of customers. Sales executives are trained in presentation, negotiation and marketing.

•

Banking, Finance and Insurance Account Executives (“AE”) are responsible for particular customers, providing a single point of contact to meet customers’ total communication requirements provide quality customer care services.

•

Government and State Enterprises The Company has established a team specifically responsible for these customers, to ensure compliance with regulatory requirements and to provide appropriate services.

•

Wholesale Services and Solutions This group includes other telecommunications and e-commerce businesses and internet service providers with large demands for high technology ICT services. The Company has technical specialists available to give advice and assistance to this customer group.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2) Consumer Channel â&#x20AC;˘ Retail and Telesales Channel Management (RTM) Customers can subscribe to telephone wireline services through 23 telesales outlets. â&#x20AC;˘ Direct Sales Direct sales are by area under the responsibility of a sales manager and sales executives for each territory. Marketing activities are tailored and include mail drops, promotional campaigns and activities, and mobile outlets to facilitate those who are living in certain residential areas. 3.4 Procurement of Products and Services Network Capacity for Services The Company believes that the capacity of its fiber optic network covering all over the service area is the key element to provide its customers with the most accessible services compared to other existing telephone networks in Thailand. Voice, graphic or animation and data transmission through the optical fiber cable is in higher speed than that through the copper wire or radio wave. In addition, the network design can eliminate the call failures due to accidental interruption of communication route or any other causes. Said network with a spider web design covering all over the service area enables the Company to optionally utilize other routes instead of the breakdown one. Network Acquisition The Company has employed a number of suppliers to assist in network acquisition and installation including outside plant installation to expand its service coverage, drop wire installation, acquisition of switching equipment, technical support, repair and maintenance of transmission equipment, ATM equipment and Remote Access Server. The Company has not depended upon any specific distributor or supplier and has not faced with problems in hiring the suppliers due to having a plenty of suppliers in the market.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Technical and Management Support The Company has acquired the technical and management support from Verizon Communications, Inc. (formerly named Nynex Network Systems (Thailand) Company) as a major shareholder and a strategic partner since 1992. Verizon has assigned its executives to work full time to provide technical and management support particularly in both marketing and finance in order to maximize the quality and the effectiveness of the performance of the Company. 3.5 Thai Telecom Industry Fixed-line Telephone Business The fixed line telephone market continued moderate growth of 7.7 percent nationwide in subscribers in the 12 months to September 2002. The growth rate within the Bangkok Metropolitan Area (BMA) during the period was greater at 10.1 percent. The penetration rate in BMA, to September 2002, was still relatively low at 37.8 percent, compared with other developed Asian countries, presenting room for growth. Growth in demand for fixed line telephones resulted partly from an improvements in the property sector and the domestic economy, and increased popularity of internet services. The Company grew its subscriber base for its fixed line telephone by 23 percent in 2002 to 2.02 million lines. TelecomAsia gained a 78.6 percent share in market net additions, securing its position as the leading player in the BMA with 56.1 percent overall market share. This result reflected the Companyâ&#x20AC;&#x2122;s success in bundling integrated services for customers. TA also changed its marketing strategies, segmenting and targeting specific groups with appropriate products and services. Also contributing to TAâ&#x20AC;&#x2122;s strong net additions was the lifting of the Baht 3,000 deposit per line for new subscriptions after the new Telecom Business Act took effect in November, 2001. In addition, TA has continuously improving customer services. The competition within the Thai fixed line telephone market was higher than the previous year as the TOT has been improving its marketing in preparation for its privatization. The competition from cellular services that caused traffic migration continued due to an 20

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

increase in cellular customers. In addition, aggressive promotion campaigns were launched by cellular operators as new operators entered the market. The traffic migration is expected to level off in 2003 as the Thai cellular industry approaches maturity, especially in BMA. The Thai fixed line industry is facing low risk from access-line substitution compared with the developed market. This is partly due to its fixed monthly charge being at the low end and broadband service still being at a low penetration rate. Fixed line telephone operators have been implementing ways to help reduce the impact of increased competition. One initiative involved introducing value-added services to generate new revenue streams. In 2002, TA installed an additional 6,000 sets of public phones and launched new services such as Free Phone Service (1-800) and Connex Me ( a service that forwards calls from home phones to wireless phones automatically when the line is engaged or there is no answer). Cellular and PCT businesses The cellular market remained robust. Subscribers more than doubled to 18 millions. The penetration rate increased to approximately 28 percent. Two new operators entered the market; TA Orange (in March 2002) and Thai Mobile (in November 2002). Most analysts expect the cellular market to mature in 2003, with a consensus that net additions will be between four and five millions, with about half of that growth in 2002. The competitive atmosphere is expected to be more stabilised in 2003 as operators focus on increasing ARPU. TA Orange gained 1.3 million subscribers within nine months of operations, exceeding its original target. However, PCT subscribers decreased by 3.6 percent in 2002 to 604,340. PCT faced a decline in its subscriber base from 2H02 due to intense competition from cellular services. The Company developed a four-part plan to revitalize the PCT business covering marketing, network, regulatory and financial areas. In addition, it shifted its PCT strategy to focus on high value customers. In the marketing area, the Company will target high ARPU and medium value users with new value-added services. For the network, the Company has developed a cost effective method to enhance the PCT signal and coverage. In the regulatory area, the Company is continuing to negotiate with the TOT for a fairer operating environment so that it can

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

better respond to a dynamic and competitive market. The financial part of the plan involves working with creditors to reduce PCT debt. Internet service Internet users in Thailand are estimated at around 4.8 million (source: National Electronics and Computer Technology (NECTEC), an increase of approximately 37 percent compared with 2001. This represents a penetration rate of approximately eight percent. This is relatively low when compared with other developed countries such as Korea (33.9 percent), Japan (20.6 percent), Hong Kong (32.7 percent), Taiwan (28.9 percent) and Singapore (45.1 percent). (Source : International Telecommunication Union, 2000) Competition within the internet business was still high because of the many operators. In 2002, two major players consolidated and became a bigger player. However, this had little impact on the competitive environment. Asia Infonet (AI), the Companyâ&#x20AC;&#x2122;s ISP, grew its subscribers by 121.2 percent, most of which were ready-for-use internet kits, with total subscribers growing to 345,771 at December 31, 2002. AI is now a leading player in the business and high-speed internet market. Digital Data Network (DDN) business The DDN market in Thailand continued to grow at about 20-30 percent in 2002 due to the popularity of on-line data transmission and an increase in internet users. Competition in the DDN market was still high as there were many operators. The Company grew its DDN circuits by 55.7 percent in 2002, higher than the industry average. This resulted partly from the Companyâ&#x20AC;&#x2122;s success in wholesale activity. In addition to having the competitive advantage of the most modern network, the Company has differentiated itself from its competitors by its focus on service quality. In 2002, the Company launched the Service Level Agreement (SLA), a guaranteed quality of service, to the market in order to increase customer satisfaction.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Broadband business The broadband business is at a very early stage, with the number of subscribers growing at a rapid rate. The Company’s broadband customers more than doubled to a total of approximately 3,708 subscribers, representing more than 50 percent market share. ADSL subscribers more than tripled to 2,840. One of the drivers for the rapid growth in subscribers included an almost fifty percent reduction in the cost of a modem, compared to 2001, to between Bt2,000 and Bt3,000 per set. In addition, content such as on-line games became more popular with consumers. There were few operators in the broadband market, therefore, competition was not high. The Company gained a competitive edge over its peers by providing greater coverage and offering more variety in broadband services ranging from ADSL, Cable Modem and Internet Protocal Access Service (IPAS). Recently, the Company launched the first fiberto-the-building service in Thailand under the name “TA Metronet”. This already covers more than 20 buildings in the business area of BMA. In addition, its fiber-rich, core wireline network enabled the Company to offer a higher quality of service compared to competitors. Regulatory Update The key development in the Thai telecom industry in 2002 was the establishment of an Information and Communication Technology (ICT) Ministry by the Government to look after the telecommunication industry and the corporatization of the TOT. In addition, a new framework for the concession conversion was proposed by the ICT Minister. Other developments in four key regulatory areas were: • The establishment of the National Telecommunications Commission (NTC) - The long-awaited establishment of the NTC was derailed once again as the Supreme Administrative Court ruled against the NTC member selection process, bringing the process back to square one. After the ruling, most of the selection panel members resigned, which could delay the NTC process further. The ruling was made after one of the original 72 candidates brought a case to the Supreme Administrative Court on unfair selection process.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

• TOT and CAT privatization - Effective from 31 July, 2002, the Telephone Organization of Thailand has been corporatized and became a public company under the name “TOT Corporation Public Company Limited”. The listing process of the TOT on the Stock Exchange of Thailand (SET), scheduled for early 2003, has been delayed awaiting the new implementation of the new concession conversion plan. In July, 2002 Cabinet gave approval for TOT and CAT to continue their existing businesses and to be separately listed on the SET. It was decided not to set up a holding company as previously planned.

• Concession Conversion - On 25 December, 2002, the ICT Ministry proposed a new scheme for the concession conversion. it was proposed that part of the revenue-sharing would be converted into excise tax. Private operators would be required to pay the excise tax to the Excise Department, instead of paying to the TOT and the CAT as before. • Telecommunications Business Act - In May 2002, the Cabinet approved the amendment of the Telecom Act. The 25 percent foreign ownership limit in Article 8 was changed to 49 percent. The illegality of collecting deposits or other types of advanced payments in Article 57 was changed to cover only deposits, allowing operators to offer pre-paid services.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

4. RESEARCH AND DEVELOPMENT The Company did not invest any on Research and Development (R&D) activities for the technology or communication apparatuses as technology network and equipments that the Company used in providing the services to the customers. The Company decided to purchase the ready-made communication networks and equipments from the various suppliers which the Company has an opinion that those products are efficient, hightechnological and appropriate to the Companyâ&#x20AC;&#x2122;s activities. Therefore, it was unnecessary for the Company to invest on the R&D to create and build its own network and communication equipments. However, most of its R&D Budget is contributed to the marketing which the Company strongly developed and intended to improve on its service to meet the growing demands and the customersâ&#x20AC;&#x2122; needs. The Budget was divided into three main areas, R&D in Marketing, New Services and Service System. During the last three years, the total expenses for R&D are as follows:

YEAR

Thai Baht (thousand)

2002

17,410.11

2001

16,730.72

2000

7,926.17

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form

56-1)

5. OPERATING ASSETS Property, plant and equipment Network equipment and non-network equipment are including in property, plant and equipment. Under the Joint Operation and Joint Investment for Expansion of Telephone Services Agreement of 2.6 million lines, Mobile phone and Internet services, the assets pertaining to these agreements have to be transferred to Telephone Organization of Thailand and Communication Authority of Thailand. As at 31 December 2002, the Group's assets are listed below :

Network equipment Assets Net book value (Baht Million) Consolidated Company Land and land improvement 1,868 1,868 Building and construction 1,349 1,349 Telephone network equipment 32,513 32,608 Mobile phone network equipment 20,890 2,042 Public Phone 806 806 Multimedia network equipment 2,380 Power supply and computer 897 897 Work in progress 658 658 Total 61,361 40,228 Network equipment in the consolidated financial statements at net book value of Baht 41,803 million, net of accumulated depreciation and allowances of Baht 42,080 million and the Company at net book value of Baht 36,250 million, net of accumulated depreciation and allowances of Baht 39,909 million was transferred to TOT and CAT under the concession agreements. According to the agreement, the Group has the right to operate and maintain these assets over the concession periods. Non-network equipment, the Group has the right to operate, utilise and dispose of these assets. As at 31 December 2002, the Group's assets are listed below :

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form

56-1)

Non-network equipment Assets Net book value (Baht Million) Consolidated Company Land and land improvement 232 Leasehold right & improvement 1,081 56 Furniture, fixture and equipment 585 220 Vehicle 1,969 1 Power Supply & computer 1,265 362 Work in progress 378 6 Total 5,510 645

Intangible assets Goodwill and negative goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net assets of the acquired associated at the date of acquisition. At 31 December 2002, goodwill on acquisitions of associated of Baht 4,275 million is included in the balance sheet as part of investment in associate. Negative goodwill represents the excess of the fair value of the Group’s share of the net assets acquired over the cost of acquisition. At 31 December 2002, negative goodwill has been amortised at the fully amount. Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net assets of the acquired joint venture at the date of acquisition. At 31 December 2002, goodwill on acquisitions of joint venture of Baht 269 million is included in the balance sheet under intangible assets. Computer software development cost Expenditure, which enhances or extends the performance of computer software programmers beyond their original specifications is recognised as a capital improvement and added to the original cost of the software. At 31 December 2002 net book value is Baht 931 million and net of accumulated amortisation Baht 378 million.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form

56-1)

Trademarks and licenses Trademarks and licenses represent the consideration paid by a joint venture to use another venture’s trademark in Thailand. At 31 December 2002 net book value is Baht 114 million and net of accumulated amortisation Baht 15 million. The right to operate NON-POTS and to hang dropwire The right to operate NON-POTS and to hang dropwire is expenditure for license, which represent fair value of subsidiaries’ shares issued in exchange. At 31 December 2002 net book value is Baht 457 million and net of accumulated amortisation Baht 152 million. Investment in subsidiaries and associates policy Investment in subsidiaries and associates of the Company has been done through Telecom Holding Co., Ltd. (“TH”), which the Company holds 99.99% of TH shares. TH was established as a holding company to invest in telecommunication projects and related business. The Company has policy to invest in provisions that it will be the major shareholder of subsidiaries or associates and/or will be the operator or manage the invested project on its own, except when conditions in the market does not allow the Company to do so. The amount of investment made by TH will not be more than the existing issued capital of TH, which was 13,339 million Baht as of 31st December 2002. The Company can not borrow new money to invest in any projects unless the creditors under the Company’s debt restructuring agreement permit. Thus, the risk associated with the investment would be limited by the amount of issued capital of TH. Moreover, the Company will appoint a representative to be the director of subsidiaries or associates as per the percentage of shareholding to closely monitor the management of such subsidiaries or associates. The investment in TA Orange Company Limited (“TA-O”), TA does not have any financial obligations to give any supports. The resolution of the Extraordinary General Shareholders Meeting no. 1/2545 approved an increasing of registered capital of the Company from Baht 34,278 million to Baht 44,461 million by issuing 1,018 million new ordinary shares with a par value of Baht 10 per share. The proceeds were be used for investment in TA Orange Company Limited and partly repayment of debts. TA-O increased the capital from the shareholder. TelecomAsia Corporation Public Company Limited needed to keep the percentage of shareholding in TA-O, which had a high potential in cellular business.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

6. Future Projects The Company has plans to develop new services for its customers leveraging the invested assets as per following details: 1. New Value Added Services for Fixed Line Telephone The Company has plans to offer new value added services for fixed lines such as Call Card which is the service offered to both TA and non-TA subscribers. Subscribers can use the phone card calling from any telephone set namely, TOT’s and TA’s fixed lines, including all types of cellular phones. Moreover, the Company has a plan to provide new types of telephone set which is able to show the incoming caller number or recording it, etc. The Company expects to offer these value added services in 2002 and generate additional revenue from them. 2. New Service for PCT The Company has offered the service of 32 Kbps wireless high-speed data transmission via PCT namely “PCT Net” since June 2002. The PCT network technology offers the higher capability of data transmission than current cellular’s via normal telephone lines with lower cost comparing to GPRS system. The Company will be able to expand the customer base to high-income group and large business sector who desire to use wireless data transmission. In addition, in 2003, the Company will plan to offer the service of high-speed data transmission called “TA Wireless Net” which offers more convenience to customers who use both various laptops and PDAs without any connecting to PCT handsets. The Company expects to offer and generate revenue from this service which will help increase revenue from PCT. The PCT has commenced the PCT network enhancement for serving 32 Kbps high-speed data transmission since early 2001. Currently, the service is provided to the whole area coverage. The Company believes this data transmission speed enhancement project will be able to compete in the market by the strength of speed and various signal channels

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

comparing with other systems. Moreover, it enables opportunities in other businesses of TAâ&#x20AC;&#x2122;s subsidiaries such as contents service provided through AsiaNet and UBC, etc. 3. Broadband Service Capability Expansion with Contents and Applications The Company also has a plan to expand the capability of Broadband service covering the whole Bangkok and its perimeter to offer ADSL service increasing from 9,000 to 10,000 customers by the year 2003-2004. The Company expects that Broadband customers will increase at high growth rate in the future providing that it has more various contents and applications. The Company, therefore, has a policy to enhance these contents and applications. For business customers, the Company will expand Broadband capability service via Fiberto-Building technology with high speed of 512 Kbps to 1 Gbps for data transmission to cover additional 100 high-rise buildings from some existing provided buildings. This will improve the revenue for data network.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

7. LEGAL DISPUTES (1) Lawsuits that may have negative effect on the Assets of the Company : None and subsidiaries in the amount of over 5% of the shareholders equity as at December 31, 2002 (2) Lawsuits that may have material effect on the Companyâ&#x20AC;&#x2122;s business but could not be appraised the quantitative amount

: None

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

8. CAPITAL STRUCTURE 8.1 Company’s Securities As of 31st December 2003, the Company has 5 securities namely: 1. Ordinary Shares 2. Preferred Shares 3. Warrants under the Employee Stock Option Plan Year 2000 (“ESOP 2000”) 4. Warrants under the Employee Stock Option Plan Year 2002 (“ESOP 2002”) 5. Warrants for Charoen Pokphand Group Co., Ltd. and its related company Details of each security are as follows: 1. Ordinary Shares At December 31, 2002, the Company has registered capital in total of THB 44,461.18 million, consisting of 3,746.36 million ordinary shares with par valued THB 10 each and 699.75 million preferred shares with par valued THB 10 each, of which THB 36,944.97 million are paid up capital divided into 2,994.74 million ordinary shares of THB 10 each and 699.75 million preferred shares with par valued THB 10 each. 2. Preferred Shares At February 14, 2000, the Extraordinary General Shareholders Meeting No.1/2000 has resolved to approve the allocation of 702,000,000 news preferred shares to offer for sale to KfW and/or wholly owned subsidiaries of KfW and/or the Thai Trust Fund with the total offering price of USD 150 Million. On March 30, 2000 the Company allocated 343.98 million preferred shares or 49% to KfW and 358.02 million preferred shares or 51% to Thai Trust Fund, the details of preferred shares’ rights, as summarized below: a. During the period between the date of the issuance of the Preferred Shares to and including the 8th anniversary of the issuance of the said Preferred Shares, the rights conferred to the holders of Preferred Shares shall be as follows:

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

(1)

The holders of Preferred Shares shall be entitled to receive dividends in priority to the holders of the ordinary shares at the rate of THB 1 per share per fiscal year (except for the first fiscal year in which the Preferred Shares have been issued and for the last fiscal year of the said 8-year period).

(2)

The right of the holders of the Preferred Shares to receive dividends at the rate specified in Clause a (1) above is the right to receive cumulative dividends for any fiscal year in which the payment of such dividends has not been at all declared or not been declared in full (the â&#x20AC;&#x153;Cumulative Dividends in Arrearsâ&#x20AC;?). The holders of the Preferred Shares shall first receive the dividends before the holders of ordinary shares. After the Preferred Shareholders have received the foregoing dividends in full, any remaining profits shall be divided in equal amount per share and paid to the Preferred Shareholders and the ordinary shareholders.

(3)

Upon liquidation or dissolution of the Company, any assets remaining after payment of all amounts payable in respect of indebtedness and other obligations of the Company shall be paid to the holders of the Preferred Shares in priority to the holders of the ordinary shares, in the amount equivalent to the par value of Preferred Share per each share held by such holder of the Preferred Shares plus any Cumulative Dividends in Arrears. If there remains proceed of liquidation of the assets of the Company, they shall be divided and paid to the holders of the ordinary shares. And if there still remains proceeds of liquidation of the assets of the Company, they shall be divided and paid in equal amount to the holders of the preferred shares and the holders of the ordinary shares.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

(4)

The Preferred Shares may be converted into ordinary shares at any time.

(5)

Each Preferred Share shall carry the right to one vote at any meeting of the shareholders of the Company.

b. After the 8th anniversary of the issuance of the Preferred Shares and onwards, the rights conferred to the Preferred Shares shall be as follows: (1)

The holders of the Preferred Shares shall be entitled to receive dividends in priority to the holders of the ordinary shares at a rate of THB 0.01 per share per fiscal year (plus any Cumulative Dividends in Arrears). In case there are remaining profits which are to be paid as dividends in any fiscal year after the foregoing dividends have been paid in full, such remaining profits shall be divided in equal amount per share and paid to the holders of the Preferred Shares and the holders of the ordinary shares.

(2)

The Preferred Shares under Clause b (1) above, the right of the holders of the Preferred Shares to receive dividends at the rate of THB 0.01 per share per fiscal year is not the right to receive dividends on a cumulative basis for any fiscal year.

(3)

The holders of the Preferred Shares shall also have the rights as specified in Clause a (3), (4) and (5).

Provided always that ordinary shares resulting from conversion shall have no right to receive any Cumulative Dividends in Arrears during the time they were Preference Shares. However, KfW issued Purchase Rights to all shareholders of the Company. The Purchase Rights entitle holders to be able to buy back those preferred shares from KfW at the ratio of 1 Purchase Rights to 1 preferred share. The Purchase Rights Holders can exercise their rights on the second anniversary of Purchase Rights Issuance as the first time and semiannually from year 3 to year 8. The exercise price on the second anniversary date will be equal to 34

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

KfW’s cost plus 20% per annum. The exercise prices for other periods will be in different formulas, which factor in share price changes. 3. Warrants under the Employee Stock Option Plan Year 2000 (“ESOP 2000”) The Annual General Meeting of the Shareholders of the Company for the year 2000 held on April 27, 2000 has approved the issuance and the offer of non-transferable warrants to certain Directors and employees at executive level not exceeding 35 persons. Details of which are summarized as follows: Total Outstanding: Number of Warrants Issued Offering

36,995,000 units

Maturity:

10 years from the issuance date

Exercise Period:

(a) Warrant Type 1: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and is exercisable for subscribing ordinary shares starting from June 30, 2000, 2001 and 2002 respectively. (b) Warrant Type 2: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and is exercisable for subscribing ordinary shares starting from December 31, 2000, 2001 and 2002 respectively.

Exercise Ratio:

One unit of warrant entitles its holder to purchase one ordinary share of the Company at Baht 10.60

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

4. Warrants under the Employee Stock Option Plan Year 2002 (â&#x20AC;&#x153;ESOP 2002â&#x20AC;?) The Annual General Meeting of the Shareholders of the Company for the year 2002 held on April 12, 2002 has approved the issuance and the offer of non-transferable warrants to Directors and employees at executive level not exceeding 35 persons. Details of which are summarized as follows: Total Outstanding: Number of Warrants Issued Offering

37,131,597 units

Maturity:

5 years from the issuance date

Exercise Period:

Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and shall be exercisable for subscribing ordinary shares as follow: The 1st Certificate: Warrant Holders shall be starting exercising from 14th June 2003 until its expiration. The 2nd Certificate: Warrant Holders shall be starting exercising from 14th June 2004 until its expiration. The 3rd Certificate: Warrant Holders shall be starting exercising from 14th June 2005 until its expiration.

Exercise Ratio:

One unit of warrant entitles its holder to purchase one ordinary share of the Company at Baht 10.60

5. Warrants for Charoen Pokphand Group Co., Ltd. and its related company The Extraordinary General Meeting of Shareholders of the Company No. 1/2001 held on June 28, 2001 approved the issuance of 100,000,000 equity warrants to Charoen 36

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Pokphand Group Co., Ltd. and Chanloe Co., Ltd. by issuing said warrants at the amount of 813,000 units to Charoen Pokphand Group Co., Ltd. and at the amount of 99,187,000 units to Chanloe Co., Ltd.. The maturity of said warrants is 2 years from the date of transaction on 31st October 2001. One unit of warrants shall be exercisable for subscribing 1 ordinary share at Baht 32. Obligation in stock issuance in the future 1. For Convertible Preferred Shares In the successful debt restructuring process, Kreditanstalt fur Wiederaufbau (“KfW”) has an equity injection of USD 150 million in the Company and the Company issued 702 million convertibles preferred shares to KfW and Thai Trust Fund. Due to the terms specified that the preferred shares are set to be converted into ordinary shares before distributed to Purchase Rights Holders who exercise their rights, as described above. Therefore, the Company is obliged to issue the ordinary shares to replace the preferred shares as per the amount of the exercised Purchase Rights on each exercise date. 2. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2000) The Annual General Shareholders Meeting for the year 2000 held on 27 April 2000 has resolved to approve the Company’s Employee Stock Option Plan 2000. The warrants of 58,150,000 units were issued and offered to certain Directors and employees at executive level. In this regard, the Shareholders Meeting has resolved to approve the allocation of 58,150,000 new ordinary shares to be reserved for exercise of the warrants rights according to such plan. 3. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2002) The Annual General Shareholders Meeting for the year 2002 held on 12th April 2002 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level, not exceeding 35 persons in the total of 37,131,597 units (“ESOP 2002”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 37,131,597 new ordinary shares to be reserved for exercise of the warrants rights according to such plan. 37

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

4. For Exercise of Warrants for Charoen Pokphand Co., Ltd. and it related company.

The Extraordinary General Shareholders Meeting No.1/2544 held on June 28, 2001 passed a resolution authorizing the Company to issue 100,000,000 equity warrants to the Charoen Pokphand Group Co., Ltd., and Chanloe Co., Ltd., in consideration of Bangkok Inter Teletec Co., Ltd. ordinary shares acquired. In this regard, the Shareholders Meeting has resolved to approve the allocation of 100,000,000 ordinary shares to be reserved for exercise of warrants rights according to such plan. 5. For the capital increase to reserve for IFC The Extraordinary General Shareholders Meeting No. 1/2545 held on 18th September 2002 has resolved to approve the capital increase from Baht 34,277,815,750 to Baht 44,461,181,920 by issuing new ordinary shares 1,018,336,617 shares at a par value of Baht 10 each in order to reinvest in the cellular business, TA Orange Co., Ltd. through Bangkok Interteletech Co., Ltd. and to partly repay indebtedness. The Company also allocated part of these increasing shares to reserve for IFC under the C Loan Agreement. Secondary Market of Common shares in the Present Presently, Ordinary shares of the company are now available on SET. In addition, ordinary shares are also listed as Global Depository Receipts â&#x20AC;&#x201C; GDR in the amount of 2.5 million GDR (1 GDR equal to 10 ordinary shares of the Company). The Company is as a member in the Stock Exchange of Luxembourg. The deposited shares for issuing such GDR in the amount of 25 million shares (about 1% of paid-up capital) are new shares which issuing at the same time of initial public offering in year 1993.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

8.2 Shareholders TelecomAsia Corporation Public Company Limited List of Major Shareholders1 (as of 24th February 2003) NAME 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

CP Group2 NYNEX NETWORK SYSTEMS (THAILAND) COMPANY THAI TRUST FUND3 KREDITANSTALT FüR WIEDERAUFBAU (“KfW”) CLEARSTREAM NOMINEES LTD HSBC SECURITIES (SINGAPORE) PTE LIMITED THANA HOLDING CO., LTD. STATE STREET BANK AND TRUST COMPANY GOVERNMENT PENSION FUND THAI NVDR CO., LTD

No. of Shares (Million Shares) 1,579.57 404.35 357.99 341.75 69.70 38.79 34.00 28.45 20.18 19.14

% of Total Issued Shares 42.75 10.94 9.69 9.25 1.89 1.05 0.92 0.77 0.55 0.52

Including common shares and preferred shares. There are Charoen Pokphand Group Co., Ltd. and its related persons, namely, Bangkok Telecom Holding Company Limited, Charoen Pokphand Foods Public Company Limited, Bangkok Produce Merchandising Public Company Limited, Bangkok Agro-Industrial Products Public Company Limited, Charoen Pokphand Northeastern Public Company Limited, Kasetphand Industry Company Limited, Charoen Pokphand Enterprise Company Limited, Unique Network Company Limited, Wide Broad Cast Company Limited, C.P. Interfood (Thailand) Company Limited, Star Marketing Company Limited and Advance Pharma Company Limited 3 Shares, in Thai Trust Fund, are preferred shares of KfW, which have no right to vote. 2

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

The Shareholders Agreement 1. The Shareholders Agreement dated June 23, 1992 Nynex Network Systems (Thailand) Company (“Verizon”) and Charoen Pokphand Group Co., Ltd. and 11 related companies (hereinafter “Charoen Pokpand Group Co., Ltd.”) entered into the Shareholders Agreement dated June 23, 1992 (“Verizon Shareholders Agreement”). Terms and Conditions specified in said Agreement shall be summarized as follows: 1.1

Verizon agreed that it shall not dispose of 150 million shares held by it either prior to May 21, 1997 or until the completion of the system equipment installation, whichever is earlier, except obtaining prior written consent of Charoen Pokphand Group Co., Ltd. provided that Charoen Pokphand Group Co., Ltd. has the right of first refusal to subscribe said shares held by Verizon and that Verizon is entitled to dispose of its shares in the event that Charoen Pokphand Group Co., Ltd. is in breach of Clause 4 hereunder or, in the event that said shareholding of Verizon is in violation of the U.S. Securities Act.

1.2

As long as Verizon holds 150 million shares or 10% of total shares of the Company or holds 75 million shares or 5% of total shares of the Company after May 21, 1997, whichever is lower, the authorized persons of Verizon shall be appointed as members of the Management Committee of the Company in proportion to its shareholding.

1.3

Verizon is entitled to nominate its representatives to hold the position of Chief Operating Officer of the Company until May 21, 1997 or as long as it holds 150 million shares or 10% of total shares of the Company, whichever is lower.

1.4

Choroen Pokphand Group Co., Ltd. agrees to prohibit the Company from creating the following activities without the prior consent of Verizon.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

a) To engage in any businesses other than the telecommunication businesses or other relevant telecommunication businesses; b) To proceed with the amalgamation or merger; c) To cease the business and proceed with the liquidation; d) To issue shares which have the right to vote or to receive the dividends whose terms and conditions are different from that of the common shares of the Company until June 23, 2003; and e) To guarantee or to become liable to any other person for any damages other than that in the normal course of business. 1.5

In the event that the Company’s cash flow is sufficient without incurring additional indebtedness, Verizon and Charoen Pokphand Co., Ltd. agree to cause the Company to pay dividends at least 50% of the net profit after statutory reserves have been established to its shareholders except that such action is restricted by the rules and regulations of the Stock Exchange of Thailand or the Debt Restructuring Agreements.

2. The Shareholders Agreement dated December 22, 1999 Kreditanstalt fur Wiederaufbau ("KfW"), Nynex Network Systems (Thailand) Company (“Verizon”), and the CP Group (comprising of Charoen Pokphand Feedmill Public Company Limited, Bangkok Produce Merchandising Public Company Limited, Charoen Pokphand Group Company Limited and Bangkok Telecom Holding Company Limited) entered into a Shareholders Agreement dated December 22, 1999. Terms and conditions specified therein shall be summarized as follows: 2.1

In addition to the right of KfW under the Debt Restructuring Agreement, KfW is entitled to nominate its representatives to the Company's Board of Directors in proportion to the percentage of its shareholding as against the total number of the directors representing the parties to the Shareholders Agreement. However, in any case, KfW is entitled to appoint at least one director and said right shall exist as long as KfW holds shares in the Company, directly or indirectly, not less than 5% of total shares of the Company.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2.2

During the first three years from the date of KfW's subscription of the shares in the Company and so long as KfW holds shares in the Company, directly or indirectly, at least 5% of the paid-up shares, the parties to the Shareholders Agreement will vote against each of the following actions unless KfW agrees to such action: (i) any amendment to the Memorandum and Articles of Association and amendments to rights attached to shares; (ii) any increase or reduction in the authorized share capital of the Company or any issuance of new shares or the private placement of shares or a proposed public offering; (iii) any voluntary liquidation, dissolution, cease of the business, recapitalization or reorganization of the Company or any merger, consolidation, amalgamation or other business combination of the Company with or into another person or any sale of all or a substantial part of the assets of the Company or any of its material subsidiaries; (iv) any change in the number of directors or the quorum for meetings of the Board of directors; (v) delisting of the shares in the Stock Exchange of Thailand; and (vi) carry on any business other than Authorized Businesses (as defined in the Debt Restructuring Agreement).

2.3

Subject to any other conditions binding on KfW with regard to the right granted to the Company's shareholders, KfW may sell or enter into an agreement to sell for a cash selling price all of its shares or not less than 25% of its shareholding, at any time after the expiration of the first three years from the date KfW was allotted the shares in the Company. The foregoing does not prohibit KfW from selling its shares when its shareholding is illegal or restricted by the applicable law.

2.4

During the first three years from the date of KfWâ&#x20AC;&#x2122;s subscription of shares, the parties to the Shareholder Agreement (other than KfW) agree to refrain from transferring more than 10% of the shares so held by each party as specified in the Shareholders Agreement.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2.5

The parties agree to refrain from amending or modifying the Verizon Shareholders Agreement dated June 23, 1992 except obtaining prior written consent from KfW.

2.6

Each party shall disclose to the other party any conflict of interest or related transactions which the party, or any of its subsidiaries, has entered into or will enter into with the Company.

2.7

In each fiscal year, subject to availability of cash flow (without incurring additional indebtedness), other legal requirements, the SET regulations and restrictions imposed by the Debt Restructuring Agreements or any other agreements, the parties agree to cause the Company to pay dividends at least 50% of the net profit of the Company after statutory reserves have been established to its shareholders.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

8.3 Dividend Policy The Company has not paid or declared any dividends on its issued shares since operation commencement. The Company can pay dividends only out of its profits after deducting its cumulative losses, and only if it has set aside as a legal reserve. The Company’s restructuring agreement also limits its ability to pay dividends until all of its indebtedness is repaid in full. The Company’s principal shareholders have entered into a shareholders’ agreement under which they agreed to vote for and cause their representatives appointed to the Company’s Board of Directors to declare an annual dividend equal to at least 50% of its net profits for that year, after statutory reserves and subject to availability of cash, the regulations of SET, and its credit facilities. Before dividends can be paid to holders of its ordinary shares, however, dividend payments on preferred shares must be paid in full. Within March 31, 2008, the eighth anniversary from the date its preferred shares were issued, the Company’s preferred shareholders are entitled to receive cumulative dividends at the rate of THB 1 per share per fiscal year. After March 31, 2008, holders of our preference shares are entitled to a non-cumulative dividend at the rate of THB 0.01 per share per fiscal year. The right to receive cumulative dividends for any fiscal year in which the payment of those dividends was not declared ceases once a holder converts its preferred shares into ordinary shares. For dividend policy of subsidiary company, each subsidiary company’s Board of Directors will consider the payment of dividends from the balance of cash flows compare with capital investment of individually subsidiary company. Subject to the availability of cash flows of subsidiary company and only if it has set aside as a legal reserve, each Board of Directors of individually subsidiary company shall consider the payment of dividends just in case.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

8.4 Liabilities Structure As of December 31, 2002, the total liabilities of the Company and its subsidiaries according to the consolidated financial statements is Baht 86,049 million. The details are as follows: (Unit: million Baht) Liabilities of the Company on consolidated basis Amount Current liabilities Trade account payable 2,062 Current portion of long-term trade account payable 183 Current portion of long-term borrowings 5,854 Accrued expenses 3,260 Other current liabilities 3,037 Total current liabilities 14,396 Non-current liabilities Long-term borrowings Long-term trade account payable Other non-current liabilities Total non-current liabilities Total liabilities

59,330 8,013 4,310 71,653 86,049

As of December 31, 2002, the total borrowings including the total long-term trade account payable of the Company and its subsidiaries is Baht 73,379 million consisting of the borrowings and long-term trade account payable that were denominated in Baht currency is Baht 56,379 million; the borrowings and long-term trade account payable that were denominated in US Dollar currency is Baht 5,624 million (or USD 130 million); and the borrowings and long-term trade account payable that were denominated in Yen currency is Baht 11,376 million (or Yen 31,417 million). Since the debt restructuring on December 22, 1999 until December 31, 2002, the Company has always made repayment of its secured loan on due date . And it had made prepayment to its Secured Creditor by the Companyâ&#x20AC;&#x2122;s excess cash in the amount of

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

approximately Baht 2,000 million to decrease its interest payment obligation and to reduce its foreign currency exposure. Since the Company has large amount of US Dollar loan, it has policy to reduce fluctuation from foreign currency exchange through the following measures: February 2001 June 2001

July 2001 September 2001

December 2001

March 2002 July 2002

October 2002

The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 532 million. As of June 28, 2001, the Extraordinary Shareholder Meeting No. 1/2001 had a resolution to approve the Company to issue and offer debentures to the public in the amount not exceeding Baht 36,000 million with the term that is not longer than 20 years to prepay the Companyâ&#x20AC;&#x2122;s existing foreign debt. The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 368 million. The Company entered into the currency swap transaction with KfW, its major foreign creditor, in the amount of approximately USD 97 million or around Baht 4,483 million. The Company borrowed New Baht Loan in the amount of 5,000 million Baht, and used the proceeds from the new loan to partially prepay its US Dollar loan The Company and its subsidiaries repaid its loan in the amount of approximately Baht 948 million. The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 345 million. As of July 31, 2002, the Company entered into several financing agreements with the former Secured Creditors, IFC as the lender of C Loan and the guarantor of the debentures No. 2/2002, and the trustee of the debentures No. 1/2002 to set up a mechanism for collateral sharing between the new Secured Creditors and the former Secured Creditors. As of October 15, 2002, the Company issued 2 tranches of Baht debentures, i.e., the debentures No.1/2002 and the debentures No.2/2002. The aggregate amount of proceeds received from both tranches of the debentures was Baht 18,465 million. And the Company borrowed Baht loan from IFC (C Loan) in the amount of Baht 1,125 million as of October 17, 2002. The Company used the proceeds from the debentures and IFC loan to prepay US Dollar loan in the 46

TelecomAsia Public Company Limited

December 2002

Annual Registration Statements (Report Form 56-1)

amount of USD 452 million. The holders of both tranches of the debentures have participated in collateral sharing with the former Secured Creditors after the issuance of the debentures. The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 10.1 billion or around Baht 3.6 billion.

When the Company prepaid the secured loan by its excess cash, the proceeds of prepayment was applied to the repayment schedule by Inverse Chronological Order and was pro-rated per the outstanding of each Secured Creditor. After the debenture issuance and the borrowing of the IFC loan in October 2002, it resulted in great reduction of US Dollar loan portion. Although the result from the debenture issuance and the borrowing of the IFC loan did not effect the total balance of the Company’s loan, but it fulfill the Company’s goal to reduce the foreign currency exposure by decreasing the portion of foreign debt at a very substantial level. In addition, the Company continued to reduce its debt by repurchasing of its deferred payment notes denominated in Yen currency (“DPN”) on December 27, 2002. The Company bought back the DPN at a significant discount rate from the note holders who desired to receive the money before due date. The DPN book value in the amount of approximately Yen 10.1 billion (or approximately Baht 3.6 billion) was reduced, and the Company’s internal cash flow in the amount of around Yen 1.9 billion (or around Baht 679 million) was used to repurchase the DPN. After the implementation of all measures as described above to reduce the foreign currency exchange fluctuation, the Company and its subsidiaries has decreased the portion of the foreign debt from 68.3% at the end of 2000 to 23.2% as of December 31, 2002.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Chart : Loan Structure Movement (after the debenture issuance, the borrowing of IFC loan in October 2002 and the DPN repurchase transaction) Unit: million Baht 80,000

76,520

78,710

6,591

8,205

75,051

73,634

75,036

75,059

74,504

16,091

16,239

15,784

16,587

14,884

60,000

73,379 11,376 5,624

37,657

32,253

35,134

40,000

25,242

23,825

25,602

24,666

56,379 20,000

32,271

38,252

32,152

33,651

34,647

34,955

2001

1Q02

2Q02

3Q02

23,826 0

1998

1999

2000

Bahtloan

US$Loan

4Q02

YenLoan

Thai Baht Debentures On 28th June 2002, The Extraordinary General Shareholders Meeting No. 1/2544 has approved the issuance and offer to sell various types of debentures in order to repay existing foreign debt. The principal amount of debentures will not exceed Baht 36,000 million and maturity is not exceeding 20 years. Therefore, the Company offered the Thai Baht Debenture on 7th â&#x20AC;&#x201C;14th October 2002 in 2 tranches as follow: 1. Early Redeemable Secured Debenture with Periodic Payments No. 1/2545, Due 2008 1) Name of the debentures

: Early Redeemable Secured Debenture with Periodic Payments of TelecomAsia Corporation Public Company Limited No. 1/2545, due 2008

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2) Type of the debentures

: Early Redeemable Secured Debenture with Periodic Payments in registered form, unsubordinated, with a debentureholdersâ&#x20AC;&#x2122; representative

3) Amount and value of the debentures

: 11,715,400 units, valuing in the amount of Baht 11,715,400,000 (eleven billion seven hundred fifteen million and four hundred thousand)

4) Par value per unit

: 1,000 Baht (one thousand Baht)

5) Offering price per unit

: 1,000 Baht (one thousand Baht)

6) Issuing Date

: 15 October 2002

7) Maturity Date

: 7 July 2008

8) Status of the debentures

: The debentures are indebtedness of the Company, which rank equally among themselves and have no less favorable status than other current and future secured indebtedness of the Company throughout the duration of the debentures

9) Principal Repayment

: The Company shall repay principal by installment on every interest payment date commencing on 7 January 2003 onwards. The last principal repayment date will occur on the date of redemption.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Table of Principal repayment Installment Date 7 January 2003 7th April 2003 7th July 2003 7th October 2003 7th January 2004 7th April 2004 7th July 2004 7th October 2004 7th January 2005 7th April 2005 7th July 2005 7th October 2005 7th January 2006 7th April 2006 7th July 2006 7th October 2006 7th January 2007 7th April 2007 7th July 2007 7th October 2007 7th January 2008 7th April 2008 7th July 2008 th

(unit : Baht) Principal repayment per unit 5.00 8.00 8.00 10.00 10.00 16.00 16.00 19.00 19.00 19.00 45.00 45.00 55.00 55.00 60.00 60.00 70.00 70.00 70.00 70.00 90.00 90.00 90.00

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

10) Interest Rate and Interest Payment

: The Company shall pay interest of the debentures at the rate of 6.1% p.a. during every three (3)-month period on 7 January, 7 April, 7 July and 7 October of each year commencing on 7 January 2003. The amount of interest on the debentures during each interest period shall be calculated on the unpaid principal amount multiplied by the actual number of days elapsed of the relevant debenture interest period, multiplied by the interest rate as specified above and divided by three hundred and sixty five (365) days.

11) Redemption of the debentures

: The redemption of the debentures will be made by paying the last installment of unpaid principal amount including the last interest payment then due in whole to the debentureholders per one (1) unit of the debentures.

12) Repurchase of the debentures

: Subject to the Inter-Creditor Agreement, the Company is entitled to purchase the Debentures No. 1/2545 in the secondary market or anywhere and at any time. When the Company has purchased the Debentures No. 1/2545, indebtedness under the Debentures No. 1/2545 shall be deemed extinguished. The Company must notify the Registrar to immediately terminate the purchased Debentures No. 1/2545.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

13) Early Redemption

: Subject to the Inter-Creditor Agreement the Company is entitled to call for an early redemption of the Debentures No. 1/2545 under the following conditions: The Call Option Date is on any Interest Payment Date after the third anniversary of the Issuing Date; The redemption prices (excluding unpaid interest) must be the Unpaid Principal; The Company must pay the Debentureholders a fee at the rate of one half of one percent. (0.50%) of the Unpaid Principal on the Call Option Date; And in relation to a partial early redemption of the Debentures No. 1/2545 the Company shall redeem not less than Twenty Five percent. (25%) of the unredeemed Debentures No. 2/2545 at that time and the redemption of the Debentures No. 1/2545 held by each Debentureholder is pro-rated against the number of Debentures No. 1/2545 held by each of them.

14) Collateral

: Throughout the duration of the Debentures No. 1/2545, the Company will provide and maintain security for being collateral of the debenture, such as, Conditional Assignment of Concession, Conditional Assignment of Debenture Payment Account and etc. According to the Security Documents and the Debenture Collateral Documents, upon fully repayment of the debt of the Original Secured Creditors, some security would cease to be operative. Except the Assignment of Insurances, in respect of which the Company will cause security contemplated therein to be perfected no later than Sixty (60) days after the Issuing Date, within Seven (7) days of the close of the offering period, unless the Company provides and maintains security for payments, both

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

interest and principal, under the Terms & Conditions, Lead Underwriter or Underwriter (as the case may be) would return the subscription proceeds with accrued interest (if any) to the subscribers who subscribed for purchasing of the debenture through such Lead Underwriter or Underwriter within Fourteen (14) days after the Issuing Date. 15) Credit Rating

: The Company will cause the Debentures No. 1/2545 to be rated by TRIS Rating Co., Ltd. (or other credit rating companies approved by the SEC) throughout the duration of the Debentures No. 1/2545. The Debentures No. 1/2545 are rated by TRIS Rating Co., Ltd. at “BBB” on January 17, 2003. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.

2. Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments No. 2/2545, Due 2011 1) Name of the debentures

: Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments of TelecomAsia Corporation Public Company Limited No. 2/2545, due 2011

2) Type of the debentures

Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments in registered form, unsubordinated, with a debentureholders’ representative

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

3) Amount and value of the debentures

: 6,750,000 units, valuing in the amount of Baht 6,750,000,000 (six billion seven hundred fifty million)

4) Par value per unit

: 1,000 Baht (one thousand Baht)

5) Offering price per unit

: 1,000 Baht (one thousand Baht)

6) Issuing Date

: 15 October 2002

7) Maturity Date

: 3 February 2011

8) Status of the debentures

9) Principal Repayment

: The Company shall repay principal by installment on every interest payment date commencing on 3 November 2009 onwards. The last principal repayment date will occur on the date of redemption.

Table of Principal repayment Installment Date 3 November 2009 3rd February 2010 3rd May 2010 3rd August 2010 3rd November 2010 3rd February 2011 rd

(unit : Baht) Principal repayment per unit 160.00 160.00 160.00 160.00 180.00 180.00 54

TelecomAsia Public Company Limited

10) Interest Rate and Interest Payment

Annual Registration Statements (Report Form 56-1)

: The Company shall pay interest of the debentures at the rate of MLR p.a. during every three (3)-month period on 3 February, 3 May, 3 August and 3 November of each year commencing on 3 February 2003. The amount of interest on the debentures during each interest period shall be calculated on the unpaid principal amount multiplied by the actual number of days elapsed of the relevant debenture interest period, multiplied by the interest rate as specified above and divided by three hundred and sixty five (365) days. MLR or Minimum Lending Rate means in respect of any debenture interest period, the average of the reference rates quoted by Bangkok Bank Public Company Limited, The Siam Commercial Bank Public Company Limited, Krung Thai Bank Public Company Limited and Thai Farmers Bank Public Company Limited as of the third Thai Business Day before the beginning of the relevant debenture interest period. If on such date there are less than four (4) above captioned banks offering the reference rated for any reason, the calculation of the average interest rate will be based upon the remaining reference rates, as determined in Terms and Conditions.

11) Redemption of the debentures

12) Repurchase of the debentures

: Subject to the Inter-Creditor Agreement, the Company is entitled to purchase the Debentures No. 2/2545 in the secondary market or anywhere and at any time. When the Company has purchased the Debentures No. 2/2545, indebtedness under the Debentures No. 55

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2/2545 shall be deemed extinguished. The Company must notify the Registrar to immediately terminate the purchased Debentures No. 2/2545. 13) Early Redemption

: Subject to the Inter-Creditor Agreement the Company is entitled to call for an early redemption of the Debentures No. 2/2545 under the following conditions: The Call Option Date is on any Interest Payment Date after the third anniversary of the Issuing Date; The redemption prices (excluding unpaid interest) must be the Unpaid Principal; The Company must pay the Debentureholders a fee at the rate of one half of one per cent. (0.50%) of the Unpaid Principal on the Call Option Date; And in relation to a partial early redemption of the Debentures No. 2/2545 the Company shall redeem not less than Twenty Five percent. (25%) of the unredeemed Debentures No. 2/2545 at that time and the redemption of the Debentures No. 2/2545 held by each Debentureholder is pro-rated against the number of Debentures No. 2/2545 held by each of them.

14) Collateral

: Throughout the duration of the Debentures No. 2/2545, the Company will provide and maintain security for being collateral of the debenture, such as, Conditional Assignment of Concession, Conditional Assignment of Debenture Payment Account and etc. According to the Security Documents and the Debenture Collateral Documents, upon fully repayment of the debt of the Original Secured Creditors, some security would cease to be operative. In addition, the Debenture No. 2/2545 has been partially guaranteed by International Finance Corporation (â&#x20AC;&#x153;IFCâ&#x20AC;?), who is a guarantor for the payment of principal and interest of the debentures, not exceeding Fifty (50) percent of Debentures 56

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Except the Assignment of Insurances, in respect of which the Company will cause security contemplated therein to be perfected no later than Sixty (60) days after the Issuing Date, within Seven (7) days of the close of the offering period, unless the Company provides and maintains security for payments, both interest and principal, under the Terms & Conditions, Lead Underwriter or Underwriter (as the case may be) would return the subscription proceeds with accrued interest (if any) to the subscribers who subscribed for purchasing of the debenture through such Lead Underwriter or Underwriter within Fourteen (14) days after the Issuing Date. 15) Credit Rating

: The Company will cause the Debentures No. 2/2545 to be rated by TRIS Rating Co., Ltd. (or other credit rating companies approved by the SEC) throughout the duration of the Debentures No. 2/2545. The Debentures No. 2/2545 are rated by TRIS Rating Co., Ltd. at â&#x20AC;&#x153;Aâ&#x20AC;? on January 17, 2003. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.

Secondary Market of Debentures Currently, Debentures of the Company can be traded and invested on Thai Bond Dealing Centre.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

9. MANAGEMENT 9.1 Management Structure Management Structure of the Company consists of the Board of Directors, the Committees and the executive officers, details of which are as follows: Board of Directors As of 31st December 2002, the Board of Directors comprises of 23 directors who are (a) Executive Directors (b) Non-Executive Directors including directors representing the creditors, and (c) Independent Directors. The Board of Directors of the Company is as follows: 1. 2.

Mr. Narong Mr. Vitthya

Srisa-an Vejjajiva

Dr. Kosol

Petchsuwan

Mr. Joti

Bhokavanij

5. 6. 7. 8. 9. 10.

Mr. Dhanin Mr. Sumet Dr. Ajva Mr. Chaleo Mr. Athueck Mr. Supachai

Chearavanont Jiaravanon Taulananda Souvannakitti Asvanund Chearavanont

11. 12. 13. 14. 15. 16. 17.

Mr. Soopakij Chearavanont Mr. Chatchaval Jiaravanon Mr. Vichaow Rakphongphairoj Mr. Umroong Sanphasitvong Mr. Daniel C. Petri Mr. Stephen G. Parker Mr. Heinrich Heims

Independent Director Independent Director and Chairman of the Audit Committee Independent Director and Member of the Audit Committee Independent Director and Member of the Audit Committee Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman and Group General Counsel Director, President and Chief Executive Officer Director Director and Executive Director Managing Director Director Director Director Director 58

TelecomAsia Public Company Limited

18. 19. 20. 21. 22. 23.

Annual Registration Statements (Report Form 56-1)

Mr. Klaus Ms. Gabriele Mr. Claus Mr. Andreas Mr. Harald Mr. John J.

Tuengeler Gunia Stadler Klocke Link Lack

Director Director Director Director Director Director

Remark:

Additional information related to the Company’s Board of Directors is as follows: a) History of Offence : none b) Debt owned to the Company or its Subsidiaries : none c) Material Connected Transactions : none

Authority and responsibility of the Board of Directors The Board of Directors is granted the authority and duty to manage the Company in compliance with the objectives and articles of association of the Company and the resolutions of the shareholders meetings. With regard to the management of the Company, the Board of Directors has authority to make any decision related to the Company’s regular operation except for the matter required the approval of the shareholders meeting as specified by law. In addition, the Board of Directors may grant the authorization to one director or more or any other person to perform any acts on its behalf, however, any decision on major operations such as major investment and major procurement of loan, the management team shall propose the said transactions to the Board of Directors for approval. Authorized Directors Mr.Supachai Chearavanont or Mr. Stephen G. Parker or Mr. Vichaow Rakphongphairoj jointly sign with Mr. Athueck Asvanund or Mr. Soopakij Chearavanont or Mr. Chatchaval Jiaravanon to with the Company’s seal affixed, execute any act, thing or legal action whatsoever on the Company’s behalf. Appointment of Directors The Compensation and Nominating Committee will assist the Board of Directors in reviewing and proposing the compensation and nominating directors of the Company prior to proposing to the Company’s shareholders meeting for final approval. 59

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

With regard to the right of shareholders to appoint directors, each shareholder shall appoint the directors by a majority vote. All Shareholders have the rights to appoint directors. Each shareholder shall have one right to vote per one share and shall appoint one director or more, provided that he cannot divide his votes to any person to any extent. Audit Committee As of 31st December 2002, the Audit Committee of the Company consists of 3 persons as follows: 1. 2. 3.

Mr. Vitthya Dr. Kosol Mr. Joti

Vejjajiva Petchsuwan Bhokavanij

Chairman of the Audit Committee Member of the Audit Committee Member of the Audit Committee

The scope of duty and responsibility of the Audit Committee is as follows: 1. To review the Companyâ&#x20AC;&#x2122;s financial reports to ensure accuracy and adequate information for public disclosure; 2. To ensure the appropriateness and effectiveness of internal control system and internal auditing system of the Company; 3. To consider and propose the appointment and remuneration of an external auditor of the Company; 4. To regularly review the practice of the Company to ensure the compliance with the regulations of the Securities and Exchange Act, Rules and Regulations of the Stock Exchange of Thailand and related law and regulations; 5. To review the disclosure of information of the Company to ensure the accuracy and adequacy of said information in case that there is a connected transaction that may lead to a conflict of interest; 6. To prepare the Audit Committee Report on the Corporate Governance with the approval of the Chairman of the Committee appeared therein to be disclosed in the annual report of the Company; and 7. To perform any other act as required by law or as delegated by the Board of Directors.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Independent Committee The Independent Committee will be responsible for reviewing and monitoring the entering into any connected transactions, which may involve a conflict of interest with the Company. The Committee consists of the following members: 1. 2. 3. 4. 5. 6.

Mr. Narong Srisa-an Mr. Joti Bhokavanij Mr. Daniel C. Petri

Independent Director Independent Director Verizon-nominated Director (with the alternate of Mr. Stephen G. Parker or Mr. John J. Lack) Mr. Klaus Tuengeler KfW-nominated Director (with the alternate of Mr. Andreas Klocke or Mr. Claus Stadler) Mr. Supachai Chearavanont CP-nominated Director Mr. Athueck Asvanund CP-nominated Director

In case any major shareholder having a conflict of interest, Directors nominated by the said shareholder will abstain from the Independent Committee Meeting. Compensation and Nominating Committee The Compensation and Nominating Committee will be responsible for determining the compensation and considering the nomination of the directors of the Company comprising of the following members: 1. 2. 3. 4. 5.

Mr. Dhanin Mr. Heinrich Mr. Daniel C. Mr. Soopakij Mr. Umroong

Chearavanont Heims Petri Chearavanont Sanphasitvong

Finance Committee The Finance Committee will assist the Company in reviewing and monitoring the financial management of the Company consisting of the following members:

TelecomAsia Public Company Limited

1. 2. 3. 4.

Dr. Ajva Mr. Chaleo Mr. Daniel C. Mr. Heinrich

Taulananda Souvannakitti Petri Heims

Mr. Umroong Sanphasitvong

Annual Registration Statements (Report Form 56-1)

alternate being Mr. John J. Lack alternates being Mr. Klaus Tuengeler or Mr. Andreas Klocke

Corporate Governance Committee Corporate Governance Committee will be responsible for setting policy on Corporate Governance of the Company. The Committee consists of the following members: 1. 2. 3. 4. 5. 6. 7.

Dr. Ajva Taulanada Mr. Vitthya Vejjajiva Mr. Claus Stadler Mr. Stephen G. Parker Mr. Athueck Asvanund Mr. Suphachai Chearavanont Mr. William E. Harris

Executive Officers As of 31st December 2002, the executive officers of the Company are as follows: 1.

Mr. Supachai Chearavanont

2. 3. 4.

Mr. Vichaow Rakphongphairoj Mr. Chatchaval Jiaravanon Mr. Athueck Asvanund

Mr. William E. Harris

Director, President and Chief Executive Officer Managing Director Director and Executive Director Vice Chairman , Group General Counsel and Acting Company Secretary Chief Financial Officer

Remark: 1. Executive Officers mean Directors, President or persons with managerial authority who are among the top four ranking individuals in the Company, after the President, and all other persons who occupy a position equivalent to such a top four ranking individual. 62

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2. Additional information related to the Company’s Executive Officers is as follows: a) History of Offence : none b) Debt owned to the Company or its Subsidiaries : none c) Material Connected Transactions : none Authority and Responsibility of the President The President has the authority to supervise and carry on the Company’s day-to-day business, and in case any matter/ transaction is important, the President will submit said matter/ transaction to the independent directors and/or the relevant Committee (such as the Finance Committee, the Compensation and Nominating Committee or the Independent Committee) and/or the Board of Directors, as the case may be, to approve said matter/ transaction. In addition, the President has no authority to approve any matter/ transaction that he or the person who may have a conflict of interest or any other form of conflict, which the Company or the Company’s subsidiaries have or propose to enter into, with the Company or the Company’s subsidiaries. In such case, such matter/ transaction shall have to be approved by the independent directors and/or the relevant Committee and/or the Board of Directors, as the case may be. 9.2 Remuneration for the Company’s Directors and the Executive Officers Remuneration of the Directors in the year 2002 is as follows: No. of Directors Compensation Amount (Baht) 23 Salary Directors’ Remuneration 41,611,000.00 Other Total 41,611,000.00 Remuneration of the Executive Officers in the 2002 is as follows: No. of Executive Officers 5

Compensation Salary Bonus Other Total

Amount (Baht) 70,230,377.00 7,306,760.00 24,324,240.77 101,861,377.77 63

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Other Compensation 1. Employee Stock Option Plan 2002 The Annual General Shareholders Meeting of the Company for the year 2002 held on April 12, 2002 has approved the issuance and the offer of non-transferable warrants to purchase the Companyâ&#x20AC;&#x2122;s ordinary shares to certain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows: Total Outstanding : Number of Warrants issued

37,131,597 units

Maturity:

5 years from the issuance date

Exercise Period:

Exercise Ratio:

One unit of warrants entitles to purchase one ordinary share at Baht 10.60

Employee Stock Option Plan 2000

The Annual General Shareholders Meeting of the Company for the year 2000 held on April 27, 2000 has approved the issuance and offer of non-transferable warrants to purchase the Companyâ&#x20AC;&#x2122;s ordinary shares to certain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows:

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Total Outstanding : Number of Warrants issued

36,995,000 units

Maturity:

10 years from the issuance date

Exercise Period:

Exercise Ratio:

One unit of warrants entitles to purchase one ordinary share at Baht 10.60

9.3 CORPORATE GOVERNANCE COMPLIANCE REPORT The Board and management of the Company believe good governance can create value for all stakeholders. Transparency, performance and accountability are essential elements of good corporate governance. This year marks the fourth consecutive year that the Company has published a special section in its Annual Report which discloses to all stakeholders and interested persons its good corporate governance commitment and efforts. The following Corporate Governance Compliance Report is the realization of an initiative by the Company, as broadened and defined by directives of the SET and the Companyâ&#x20AC;&#x2122;s Board of Directors.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

1. POLICY ON CORPORATE GOVERNANCE. [PRINCIPLE 1] Several years ago the Company expressly committed itself to making good corporate governance an essential component of its corporate culture. The Corporate Governance Guidelines (the “Guidelines”), originally prepared by a working group comprised of directors, both independent and non-independent, management and outside legal advisors, was a focal point of the Board’s final meeting of 2001. Fully meant to be a “living document,” adaptable to the evolution of the Company and to the interests of its stakeholders, the Guidelines have been implemented throughout 2002. The Guidelines will be reviewed annually so as to underscore those governance principles that will bring lasting benefits to the Company and its stakeholders. The matters covered by the Guidelines are: ² DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS ² COMPOSITION AND SELECTION OF THE BOARD OF DIRECTORS ² BOARD STRUCTURE AND PROCEDURES ² BOARD LEADERSHIP ² BOARD RELATIONSHIP TO MANAGEMENT ² MEETING PROCEDURES ² COMMITTEES OF THE BOARD OF DIRECTORS ² GENERAL COMMITTEE MATTERS ² POLICY REGARDING RELATED PARTY TRANSACTIONS AND CODE OF CONDUCT 2. RIGHTS AND EQUITABLE TREATMENT OF SHAREHOLDERS AND OF VARIOUS GROUPS OF STAKEHOLDERS. [PRINCIPLES 2, 3, 4, 7, 11 AND 15] Although the ten largest common shareholders hold a majority of the common stock, these shareholders are listed elsewhere in this Annual Report, the Board and the Company recognize that, being a publicly listed company, the shareholder base is numerous and diverse. In order to ensure equitable treatment to its broad-based shareholder population, measures, such as the following, have been implemented: ¾ allocating not less than four (4) Board seats to independent persons; ¾ holding all shareholder meetings, there having been one general and one extraordinary in 2002, within Bangkok; ¾ providing written proxy materials to shareholders sufficiently prior to each meeting to enable careful consideration of the agenda matters; 66

TelecomAsia Public Company Limited

¾ ¾

¾ ¾ ¾ ¾

Annual Registration Statements (Report Form 56-1)

allowing shareholders or their proxy an opportunity to speak and ask questions of Directors and management at shareholder meetings; scheduling all Board of Directors meetings at the final Board meeting of the prior year and providing written notice of every meeting in accordance with all applicable rules and regulations; posting material financial, management and operational information, including information required by law, on the Company’s publicly accessible web site; offering to anyone a subscription to emailed information releases from the Company’s Investor Relations Department; chartering the Independent Committee to add an additional tier of scrutiny to matters that may give rise to conflicts of interest or favor any particular interest group; and utilizing independent advisors to give opinions and provide expertise on matters of material concern.

The Company recognizes the valuable contribution of various stakeholder groups, groups that are similarly diverse as are the shareholders. In addition to the implementation of the measures listed above, during the second half of 2002, the Board approved and the Company implemented a Code of Conduct. The Code of Conduct seeks to instill appropriate regard for the interests of employees, customers, suppliers and other vendors, creditors and competitors of the Company, as well as of the government and the local community. The Code of Conduct is the moral guideline, encompassing both business and personal ethics within the workplace, for the Company’s employees. The Company’s commitment to the interests of stakeholders reaches far beyond only stakeholders holding a financial interest in the Company. Contributions to society, through many different projects in order to encompass the broad spectrum of the Thai community, is spread well beyond the Company’s Bangkok Metropolitan service area. Information about community projects including the following can be found at the Social Contribution page of the Company’s web site: ² introducing TelecomAsia and Its Role in Society package to the public; ²

organizing TelecomAsia's Nature Classroom for youth; ² teaching children about their cultural heritage through TelecomAsia's Arts and Culture Classroom; ² encouraging the study of science through TelecomAsia's Science Classroom to children in various schools;

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

² encouraging

youth to become environmentally-aware through a number of conservation and communication programs.

3. LEADERSHIP AND VISION. [PRINCIPLES 5, 8, 9 AND 10] The Board of Directors convened five meetings during 2002. Non-executive directors constitute majority of the Board, placing the balance of power with non-executive directors and ensuring credible oversight of management. The Chairman of the Board is a nonexecutive director. The size and diversity of the Board reflects the Company’s objective to accommodate the diversity of shareholders and stakeholders. The membership strives to ensure that there is an appropriate number of directors to fairly represent each interest group, whether the group is significant or minority shareholders, creditors or employees. In addition to selection based upon providing representation to diverse constituencies, directors are elected on the basis of experience, wisdom, integrity and an understanding of telecommunications technologies and the industry as a whole. Compensation of top executives and the Board are recommended by the Compensation and Nominating Committee (which retains independent advisor to perform this function) and approved by the entire Board. The present remuneration paid to Board members was set at and approved by the Company’s shareholders. Besides their salaries, key members of executive management have been provided, with approval of the Company’s shareholders given at 2000’s and 2002’s Annual General Shareholders Meetings, stock options as a key component of their compensation in order to link their compensation to the performance of the Company and to be a long term incentive plan. In the fourth quarter of 2002 the Compensation and Nominating Committee engages of Hewitt Associates, a consulting firm specializing in human capital management, to provide assessment of the Company’s remuneration principles and policies on executive compensation, particularly within Thailand’s telecommunications industry. 4. RISK MANAGEMENT AND OVERSIGHT. [PRINCIPLES 12, 13, 14 AND 15] Risk is managed at both the Board and the management levels, in several complementary ways. The Company in consultation with Marsh UK Ltd. (insurance advisor of the Company’s

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

secured creditors) develops and evaluates insurance package on annual basis. Likewise, risk and the Companyâ&#x20AC;&#x2122;s efforts to manage such risk are disclosed via different media. At the Board level, risk management and oversight are supported by four very active standing committees: (a) the Independent Audit Committee; (b) the Finance Committee; (c) the Independent Committee; and (d) the Compensation and Nominating Committee. Over the course of 2002 the Independent Audit Committee engaged the services of PricewaterhouseCoopers Risk Assessment Services Limited to provide consulting services in enhancing the effectiveness of the internal audit function of the Company, which will result in improved internal controls throughout the Company. Each committee is authorized to (and has) retain(ed) assistances of outside experts in carrying out their respective mandates. Each committee is obligated further to provide periodic detailed reports on its activities to the entire Board, and to follow a formal charter which specifies its role and responsibilities. Management bears the day-to-day task of evaluating risk and providing oversight, and it does so primarily through the activities of the Group Management Committee, which is convened weekly and consists of the Companyâ&#x20AC;&#x2122;s most senior executive management, of the Office of the Chief Financial Officer, of the Internal Audit Department, and of the Office of the Group General Counsel. Such activities of management are kept transparent through regular reports by the President given at each Board meeting and through the Managementâ&#x20AC;&#x2122;s Discussion and Analysis included in the latter part of this Annual Report. At all times, Board members have direct access to members of executive management to discuss any business matter. In the past several years the Company has made great progress in providing investors and potential investors with access to important information on a timely basis. The Company, primarily through its Investor Relations department, utilizes the Internet (www.telecomasia.co.th) to communicate with the public efficiently and effectively. Copies of all regulatory filings and press releases are posted within a matter of days, and often on the day of release, analyst conferences are available via webcast, past and current annual reports can be read, and financial results are all available at any time .

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

5. CONFLICTS OF INTERESTS. [PRINCIPLES 1, 6 AND 7] The Board, management and employees are regularly reminded of each person’s obligation to avoid situations where a conflict of interest may be involved. In addition to government regulations, the Guidelines and the Code of Conduct define and establish a resolution and/or disclosure solution for conflict of interest situations. With the encouragement of the Board and management, beginning in 2002 vendors entering into material contracts with the Company are required to attest to the absence of a “connected transaction”, as such transactions are defined by the Stock Exchange of Thailand. In addition, the in-house publication distributed to all employees, Yai Kaew, has published reminders to, and from time-to-time will continue to remind, employees of their obligation to report and avoid conflicts of interest situations. The aforementioned Independent Committee plays a key role in any Board matter involving a related party transaction or a corporate opportunity, as well as all matters which are covered by the Stock Exchange of Thailand’s Rules and Procedures and Disclosure of Connected Transactions of Listed Companies. Furthermore, a Policy Regarding Related Party Transactions comprises the final section of the Guidelines. Additional circumstances which could cause conflicts of interest, such as trading on insider information and having a personal relationship in matters involving the Company, are discussed in detail with alternative ways to resolve the matter in the Code of Conduct. 9.4 Insider Trading Policy The Company is currently in compliance with applicable laws to monitor and prevent the personal use of confidential information of the Company by its management, including the use of said information for the purpose of insider trading. Material information which has not yet been disclosed will be kept confidential but will be disclosed only to the relevant senior management of the Company. The relevant senior management of the Company who shall access or receive said information are required to report their trading of shares in the Company pursuant to the Regulations of the Stock Exchange of Thailand and the Office of Securities and Exchange Commission Regarding Rules, Conditions, and Procedures Governing the Preparation and Disclosure of Reports on Securities Holdings, in order to prevent insider trading using internal information, and to ensure that the trading of shares by “insiders” of the Company is transparent. 70

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

In addition, the Company has been carrying on the comparative study of the insider trading policies of various foreign institutions to be applied as a guideline to enhance transparency and boost the confidence in the Company amongst the analyst and investor community. 9.5 Personnel As of 31st December 2002, the total number of employees is as follows:

Work Group and Classification Management Service Area & Network Operation Marketing & Sales Information Technology Customer Services Finance & Accounting Supporting Total Source : the Company

No. of Employee 58 1,965 370 349 772 216 281 4,011

Remuneration for the Company’s Employees Remuneration In 2002, the total remuneration for employees is approximately Baht 1,820 million which consists of wages salaries, bonus, overtime compensation, commission, provident fund and others. (please see details in the note 26 to the financial statements) Other Compensation & Benefits - Health Plans and Employee Welfare In-house clinic Annual Medical Check-up New Employees’ Medical Check-up Group Health Insurance 71

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Group Accident Insurance Group life Insurance In case of death: Baht 30,000. - / Person Social Security Fund Each of the Company and employees contributes 3% of monthly salary (If any employee’s salary is more than Baht 15,000 a month, it was calculated only Baht 15,000 as the basic of funding). Said employee will gain special benefits from the Fund to have medical treatment at designated hospitals. - Paid Annual Leave In the case that the employee is unable to take annual leave, annual leave can be accumulated to the subsequent year subject to the approval of an authorized superior. Employees at the level of Vice President and upwards can take annual leave for 15 days and can accumulate remaining annual leave to the subsequent year, but can carry a balance of no more than 30 days. If the accumulated annual leave balance exceeds 30 days, the Company will compensate for the excess. Employees at the level lower than Vice President can take annual leave for 10 days and can accumulate remaining annual leave to the subsequent year, but can carry a balance of no more than 20 days. If the accumulated annual leave balance exceeds 20 days, the company will compensate for the excess. - Compensation Monthly Salary Annual Performance Pay: between 0-4 times of monthly salary, subject to the Company’s performance and financial status. Retirement: the employee must be at the age of 60 years or early retirement by agreement of company and employee , severance pay will be paid accordingly the labor law.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Employee Training and Development Employee Training and Development Policy To encourage all employees to develop their knowledge, skills and attitude to be able to perform their jobs effectively and to be more competent for career advancement, which assists the Company in achieving its corporate strategy and goals. At present, the Company provides employees with various training and development programs, such as Core Competency Program, Functional Competency Program, TA Core Business Program, etc.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

10. INTERNAL CONTROLS After an assessment of the Company’s internal controls with all the Audit Committee, the Board of Directors Meeting no. 1/2546 held on 27th February 2003, has an opinion that the Company’s internal controls are adequate and suitable. Moreover, the external auditor has an opinion that they do not encounter any matter involving internal controls and its operation which are considered to be material weaknesses that could have a material effect on the financial statements. The Board also emphasized the development of the Company’s Corporate Governance in order to help improve the internal controls within the Company on a continuing basis.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

11. CONNECTED TRANSACTIONS During the year 2002, the Group were carried out the transactions with subsidiaries, associates, joint ventures and related companies as disclosed in Note 4 Note 9 Note 12 Note 17 Note 22 and Note 31 to financial statements for year ended 31 December 2002. During the year 2002, the Group were carried out the transactions with subsidiaries, associates, joint ventures and related companies

Details of transactions

2002 (Baht'000)

Relationship

1. Sales of goods 1.1 Asia Multimedia Co., Ltd. ("AM") Sales of goods to joint venture : Asia Infonet Co., Ltd. ("AI")

40 The Company indirectly holds 90.45% and 65.00% of AM and AI's equity interest, respectively. These companies are related through directorship, i.e. Mr. Supachai Chearavanont, Mr.Soopakij Chearavanont and Mr. Chatchaval Jiaravanon. 1.2 Asia Wireless Communication Co., Ltd. ("AWC") Sales of goods and PCT 5,895 CPG is a major shareholder of the accessories : Charoen Pokphand Company and are related through Group of companies ("CPG") directorship. The Company indirectly holds 99.99% of AWC's equity interest. 1.3 Asia Wireless Communication Co., Ltd. ("AWC") Sales goods and PCT 55 AWC and AI are indirectly holds by the accessories to joint venture : Company. These companies are related Asia Infonet Co., Ltd. ("AI") through directorship i.e. Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon. 1.4 Asia Wireless Communication Co., Ltd. ("AWC") Sales of goods to joint venture : 18 BITCO is cellular telephone operator Bangkok Inter Teletech Group of which the Company directly holds companies ("BITCO") 43.86% of equity interest, and indirectly holds 99.99% of AWC's equity interest.

Rationale and necessity

The transactions arose in ordinary course of business that AM proposed to the third party.

The transactions arose in ordinary course of business that AWC proposed to the third party. The transactions arose in ordinary course of business that AWC proposed to the third party.

The transactions arose in ordinary course of business that AWC proposed to the third party.

TelecomAsia Public Company Limited

Details of transactions 1.5 Wire & Wireless Co., Ltd. ("WW") Sales of goods and PCT accessories to joint venture: Asia Infonet Co., Ltd. ("AI")

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000)

Relationship

Rationale and necessity

1,917 The Company indirectly holds 87.50% and 65.00% of WW and AI's equity interest, respectively. These companies are related through directorship, i.e. Mr. Supachai Chearavanon, Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon.

The transactions arose in ordinary course of business that WW proposed to the third party.

16,980 BITCO is cellular telephone operator which the Company directly holds 43.86% of equity interest. WW is the installation and construction services provider which the Company indirectly holds 87.50% of equity interest. 1.7 Bangkok Inter Teletech Group of companies ("BITCO") Sales of goods : Charoen 84,270 BITCO is cellular telephone operator Pokphand Group of companies which the Company directly holds ("CPG") 43.86% of equity interest.

The transactions arose in ordinary course of business that WW proposed to the third party.

1.6 Wire & Wireless Co., Ltd. ("WW") Sales of goods and PCT accessories to joint venture: Bangkok Inter Teletech Group of companies ("BITCO")

Total Sales of goods 2. Sales of services 2.1 Asia Infonet Co., Ltd. ("AI") Sale of internet services to Charoen Pokphand Group of companies ("CPG") 2.2 Asia Infonet Co., Ltd. ("AI") Sales of membership to United Broadcasting Corporation Public Company Limited ("UBC")

2.3 Asia Infonet Co., Ltd. ("AI") Sales of internet services to joint venture: Bangkok Inter Teletech Group of companies ("BITCO")

The transactions arose in ordinary course of business that proposed to the third party.

109,175

20,995 CPG is a major shareholder of the Company and are related through directorship. The Company indirectly holds 65.00% of AI's equity interest.

The transactions arose in ordinary course of business that AI proposed to the third party.

614 The Company indirectly holds 40.96% of UBC's equity interest. These companies are related through directorships i.e. Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon.

The transactions arose in ordinary course of business that AI proposed to the third party.

4,274 BITCO is cellular telephone operator which the Company directly holds 43.86% of equity interest, and indirectly holds 65.00% of AI's equity interest.

The transactions arose in ordinary course of business that AI proposed to the third party.

TelecomAsia Public Company Limited

Details of transactions 2.4 Asia Multimedia Co., Ltd. ("AM") Sales of multimedia network services to Satellite Services Co., Ltd. ("SS")

2.5 Asia Multimedia Co., Ltd. ("AM") Providing multimedia network services and dropwire installation services to UBC Cable Network Public Company Limited ("UBC CABLE")

2.6 Asia Multimedia Co., Ltd. ("AM") Commission charges to United Broadcasting Corporation Public Company Limited ("UBC")

2.7 Asia Multimedia Co., Ltd. ("AM") Asset rental services and multimedia network services to joint venture: Asia Infonet Co., Ltd. ("AI") 2.8 Asia Multimedia Co., Ltd. ("AM") Sales of multimedia network services to Bangkok Inter Teletech Group of companies ("BITCO") 2.9 Asia Multimedia Co., Ltd. ("AM") Sales of multimedia network services to Charoen Pokphand Group of companies ("CPG")

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000)

Relationship

Rationale and necessity

3,244 UBC directly holds 97.17% of equity interest in SS. AM and UBC are related through directorship i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.

The transactions arose in ordinary course of business that AM proposed to the third party.

833,460 UBC directly holds 98.62% of equity interest in UBC CABLE. AM and UBC are related through directorship i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.

AM is the owner of multimedia network. UBC CABLE and AM have entered into the agreement to rent the said network and providing dropwire installation services. The transactions arose in ordinary course of business that AM propose to the third party.

341 UBC is the pay television operator which the Company indirectly holds 40.96% of equity interest. AM and UBC are related through directorship i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.

AM is the representative to acquire subscriber for UBC. AM obtain the reward at the ordinary course of business that UBC gives to the third party.

16,071 Same as 1.1

The transactions arose in ordinary course of business that AM proposed to the third party.

125 BITCO is cellular telephone operator which the Company directly holds 43.86% of equity interest, and indirectly holds 90.45% of AM's equity interest.

The transactions arose in ordinary course of business that AM proposed to the third party.

13,630 CPG is a major shareholder of the Company and are related through directorship. AM is the multimedia network operator. The Company indirectly holds 90.45% of AM's equity interest.

The transactions arose in ordinary course of business that AM proposed to the third party.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2002 Relationship (Baht'000) 2.10 Asianet Corporation Co., Ltd. ("ANC") (Formerly "Interactive Media Services Co., Ltd.") Sale of Audio Text services to 440 UBC is the pay television operator which United Broadcasting Corporation the Company indirectly holds 40.96% of Public Company Limited ("UBC") equity interest. The Company indirectly holds 99.99% of ANC'S equity interest. ANC and UBC are related through directorship i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont. 2.11 Asianet Corporation Co., Ltd. ("ANC") (Formerly "Interactive Media Services Co., Ltd.") Sale of Audio Text services to 546 The Company indirectly holds 99.99% in joint venture: Asia Infonet Co., ANC's equity interest. ANC and AI are Ltd. ("AI") related through directorship i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon. Details of transactions

2.12 Asianet Corporation Co., Ltd. ("ANC") (Formerly "Interactive Media Services Co., Ltd.") Sale of audio text services to 573 joint venture: Bangkok Inter Teletech Group of companies ("BITCO") 2.13 Nilubon Co., Ltd. ("NB") Sales of office rental and related 12,853 services to Charoen Pokphand Group of companies ("CPG")

2.14 Nilubon Co., Ltd. ("NB") Sales of office rental and related services to UBC Cable Network Public Company Limited ("UBC CABLE") 2.15 Nilubon Co., Ltd. ("NB") Sales of office rental to joint venture: Asia Infonet Co., Ltd. ("AI")

Rationale and necessity

The transactions arose in ordinary course of business that ANC proposed to the third party.

BITCO is cellular telephone operator which the Company directly holds 43.86% of equity interest, and indirectly holds 99.99% of ANC's equity interest.

The transactions arose in ordinary course of business that ANC proposed to the third party.

CPG is a major shareholder of the Company and are related through directorship. NB is the rental service operator. The Company indirectly holds 99.99% of NB's equity interest.

The transactions arose in ordinary course of business. The maturity are normally in 3 years and are allowed to renew.

613 UBC directly holds 98.62% of equity interest in UBC CABLE. NB and UBC are related through directorship i.e. Mr. Chatchaval Jiaravanon and Mr. Soopakij Chearavanont.

The transactions arose in ordinary course of business. The maturity are normally in 3 years and are allowed to renew.

226 NB and AI are indirectly holds by the Company. These companies are related through directorship i.e. Mr. Chatchaval Jiaravanon and Mr. Soopakij Chearavanont.

The transactions arose in ordinary course of business. The maturity are normally in 3 years and are allowed to renew.

TelecomAsia Public Company Limited

Details of transactions

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000)

2.16 Nilubon Co., Ltd. ("NB") Sales of office space providing services to joint venture: Bangkok Inter Teletech Group of companies ("BITCO") 2.17 W 7 Rental Services Ltd. ("W7") Sales of car and office equipment rental services to Charoen Pokphand Group of companies ("CPG")

2.18 W 7 Rental Services Ltd. ("W7") Sales of car and office equipment rental services to joint venture: Asia Infonet Co., Ltd. ("AI")

2.19 W 7 Rental Services Ltd. ("W7") Sales of car and office equipment rental services to joint venture: Bangkok Inter Teletech Group of companies ("BITCO") 2.20 W 7 Rental Services Ltd. ("W7") Sales of car and office equipment rental services to UBC Cable Network Public Company Limited ("UBC CABLE") 2.21 Wire & Wireless Co., Ltd. ("WW") Sales of DTH equipment installation services and representative of subscriber acquisition to UBC Cable Network Public Company Limited ("UBC CABLE") 2.22 Wire & Wireless Co., Ltd. ("WW") Sales of installation and construction to joint venture: Asia Infonet Co., Ltd. ("AI")

Relationship

Rationale and necessity

3,559 BITCO is cellular telephone operator The transactions arose in which the Company directly holds ordinary course of business 43.86% of equity interest, and indirectly and at market prices. holds 99.99% of NB's equity interest.

276,615 CPG is a major shareholder of the Company and are related through directorship. W7 is the car and office equipment rental service operator. The Company indirectly holds 99.99% of W7's equity interest.

The transactions arose in ordinary course of business and at market prices. The maturity are normally in 3 years basis.

101 The Company indirectly holds in W7 and AI's equity interest. These companies are related through directorship i.e. Mr. Chatchaval Jiaravanon and Mr. Soopakij Chearavanont.

The transactions arose in ordinary course of business and at market prices. The maturity are normally in 3 years basis.

3,105 BITCO is cellular telephone operator which the Company directly holds 43.86% of equity interest, and indirectly holds 99.99% of W7's equity interest.

The transactions arose in ordinary course of business and at market prices. The maturity are normally in 3 years basis.

8,411 UBC directly holds 98.62% of equity interest in UBC CABLE. W7 and UBC are related through directorship i.e. Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.

The transactions arose in ordinary course of business that W7 proposed to the third party.

8 UBC directly holds 98.62% of equity interest in UBC CABLE. WW and UBC are related through directorship i.e. Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon.

The transactions arosed in ordinary course of business that WW proposed to the third party.

179 Same as 1.5

The transactions arose in ordinary course of business that WW proposed to the third party.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000) 2.23 Wire & Wireless Co., Ltd. ("WW") Sales of installation and 147,748 construction to joint venture: Bangkok Inter Teletech Group of companies ("BITCO") 2.24 Telecom Holding Co., Ltd. ("TH") Sales of management services 294 to joint venture: Asia Infonet Co., Ltd. ("AI") Details of transactions

2.25 Company Sales of network services to UBC Cable Network Public Company Limited ("UBC CABLE")

2.26 Company Sales of bill collection through counter services to Charoen Pokphand Group of companies ("CPG") 2.27 Company Sales of Digital Data Network services to joint venture: Asia Infonet Co., Ltd.("AI")

2.28 Company Sales of DDN and other services to joint venture: : Bangkok Inter Teletech Group of companies ("BITCO") Total sales of services

Relationship

Same as 1.6

Rationale and necessity

The transactions arose in ordinary course of business that WW proposed to the third party.

TH is the Company's subsidiary who The transaction arose in directly holds 65.00% of AI's equity ordinary course of business. interest. The Company indirectly holds in AI's equity interest. These companies are related through directorship i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chearavanont.

82 UBC directly holds 98.62% of equity interest in UBC CABLE. The Company indirectly hold 40.96% of UBC's equity interest. These companies are related through directorship i.e. Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon.

The transaction arose in ordinary course of business that the Company propose to the third party.

5,912 CPG is a major shareholder of the The transaction arose in Company. ordinary course of business that the Company propose to the third party. 316 The Company indirectly holds 65.00% of AI's equity interest and related through directorship i.e. Mr. Supakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.

This transaction arose in ordinary course of business that the Company propose to the third party.

45,560 BITCO is cellular telephone operator The transaction arose in which the Company directly holds ordinary course of business 43.86% of equity interest. that the Company propose to the third party. 1,399,895

TelecomAsia Public Company Limited

Details of transactions

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000)

3. Purchase of services 3.1 Asia Infonet Co., Ltd. ("AI") Purchase of office space rental 5,523 and related services from Charoen Pokphand Group of companies ("CPG") 3.2 Asia Wireless Communication Co., Ltd. ("AWC") Purchase of distribution services 1,528 and other services from Charoen Pokphand Group of companies ("CPG") 3.3 Asia Wireless Communication Co., Ltd. ("AWC") Purchase of internet services 203 from joint venture: Asia Infonet Co., Ltd. ("AI") 3.4 Asianet Corporation Co., Ltd. ("ANC") (Formerly "Interactive Media Services Co., Ltd.") Purchase of office space rental 1,896 and related services from Charoen Pokphand Group of companies ("CPG")

Relationship

Same as 2.1

The transaction arose in ordinary course of business at market price on annually basis and allow to be renew.

Same as 1.2

The transaction arose in ordinary course of business.

Same as 1.3

The transaction arose in ordinary course of business.

CPG is a major shareholder of the Company and are related through directorship. ANC is the provider of Audio Text service which the Company indirectly holds 99.99% of equity interest.

The transaction arose in ordinary course of business at market price on annually basis and allow to be renew.

3.5 Asianet Corporation Co., Ltd. ("ANC") (Formerly "Interactive Media Services Co., Ltd.") Purchase of cable TV services 11 Same as 2.10 from UBC Cable Network Public Company Limited ("UBC CABLE") 3.6 Nilubon Co., Ltd. ("NB") Purchase of land rental services 3,450 Same as 2.13 and other services from Charoen Pokphand Group of companies ("CPG") 3.7 Nilubon Co., Ltd. ("NB") Purchase of internet services 9 Same as 2.15 from joint venture: Asia Infonet Co., Ltd. ("AI") 3.8 Nilubon Co., Ltd. ("NB") Purchase of telephone services from joint venture: : Bangkok Inter Teletech Group of companies ("BITCO")

Rationale and necessity

3 Same as 2.16

The transaction arose in ordinary course of business that UBC CABLE propose to third party. The transaction arose in ordinary course of business at market price with 3 years long and allow to be renew. The transactions arose in ordinary course of business that AI proposed to the third party. The transaction arose in ordinary course of business.

TelecomAsia Public Company Limited

Details of transactions

2002 (Baht'000)

3.9 Telecom Holding Co., Ltd. ("TH") Reimbursement of expenses, rental computer and insurance from Charoen Pokphand Group of companies ("CPG") 3.10 Telecom Holding Co., Ltd. ("TH") Purchase of internet services from joint venture: Asia Infonet Co., Ltd. ("AI") 3.11 Wire & Wireless Co., Ltd. ("WW") Purchase of cable TV services from UBC Cable Network Public Company Limited ("UBC CABLE") 3.12 Wire & Wireless Co., Ltd. ("WW") Insurance premium charge and computer services from Charoen Pokphand Group of companies ("CPG")

3.13 Wire & Wireless Co., Ltd. ("WW") Purchase of internet services from joint venture: Asia Infonet Co., Ltd. ("AI") 3.14 Asia Multimedia Co., Ltd. ("AM") Purchase of advertising services from Cineplex Co., Ltd.("CN")

3.15 Asia Multimedia Co., Ltd. ("AM") Insurance premium charge and computer services from Charoen Pokphand Group of companies ("CPG")

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

106 CPG is a major shareholder of the Th transactions arose in Company and are related through ordinary course of business. directorship. TH is the Company's subsidiary which directly holds 99.99% of equity interest by the Company. 6 Same as 2.24

The transactions arose in ordinary course of business that AI proposed to the third party.

62 Same as 2.21

The transaction arose in ordinary course of business that UBC CABLE propose to third party.

832 CPG is a major shareholder of the The transaction arose in Company and are related through ordinary course of business. directorship. WW is the communication network installation provider which the Company indirectly holds 87.50% of equity interest. 152 Same as 1.5

2,774 UBC directly holds 99.99% in CN's equity interest. AM and UBC are related through directorship i.e. Mr. Supakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon. 727 Same as 2.9

The transactions arose in ordinary course of business that AI proposed to the third party. The transaction arose in ordinary course of business that CN propose to third party.

The transaction arose in ordinary course of business.

TelecomAsia Public Company Limited

Details of transactions 3.16 Asia Multimedia Co., Ltd. ("AM") Purchase of internet services from joint venture: Asia Infonet Co., Ltd. ("AI")

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000)

Relationship

138 Same as 1.1

3.17 Asia Multimedia Co., Ltd. ("AM") Purchase of telephone services 17 Same as 2.8 from joint venture: : Bangkok Inter Teletech Group of companies ("BITCO") 3.18 W 7 Rental Services Ltd. ("W7") Purchase of Insurance and other 46,862 Same as 2.17 services from Charoen Pokphand Group of companies ("CPG") 3.19 Bangkok Inter Teletech Group of companies ("BITCO") Purchase of promotion from 44,016 Same as 1.7 Charoen Pokphand Group of companies ("CPG") 3.20 Company Purchase of recruitment services 2,945 Verizon holds 12.51% of the for Verizon Company's equity interest. Its representative in the Board of Director are Mr. Daniel C. Petri, Mr. Stephen G. Parker and Mr. John J. Lack. 3.21 Company Purchase of repair and 18,740 The Company indirectly holds 9.62% of maintenance services from NEC NEC's equity interest and through Communication Systems directorship by Mr. Chatchaval (Thailand) Co., Ltd. Jiaravanon. 3.22 Company Rental space for installation of 9,960 Same as 2.26 public phone from Charoen Pokphand Group of companies ("CPG") 3.23 Company Purchase of office space rental 26,244 Same as 2.26 and related services from Charoen Pokphand Group of companies ("CPG") 3.24 Company Purchase of computer services 852 Same as 2.26 from Charoen Pokphand Group of companies ("CPG")

Rationale and necessity

The transactions arose in ordinary course of business that AI proposed to the third party. The transaction arose in ordinary course of business.

The transaction arose in ordinary course of business.

Verizon providing recruitment service in seeking for telecommunication expert that arose in ordinary course of business. The transactions arose in ordinary course of business that NEC proposed to the third party. The transaction arose in ordinary course of business.

The transaction arose in ordinary course of business at market price on annually basis and allow to be renew. The transaction arose in ordinary course of business that propose to the third party.

TelecomAsia Public Company Limited

Details of transactions 3.25 Company Purchase of other services from Charoen Pokphand Group of companies ("CPG") 3.26 Company Purchase of cable TV services from UBC Cable Network Public Company Limited ("UBC CABLE") 3.27 Company Purchase of internet services from joint venture: Asia Infonet Co., Ltd. ("AI")

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000)

Relationship

Rationale and necessity

5,197 Same as 2.26

The transaction arose in ordinary course of business that propose to the third party.

872 Same as 2.25

The transaction arose in ordinary course of business that UBC CABLE propose to the third party.

1,359 Same as 2.27

The transactions arose in ordinary course of business that AI proposed to the third party.

3.28 Company Promotion expenses related to 18,541 DDN services from joint venture: : Bangkok Inter Teletech Group of companies ("BITCO") Total purchase of services 193,025 4. Purchase of goods 4.1 Asia Multimedia Co., Ltd. ("AM") Purchase of computer, 456 peripheral and office equipment from Charoen Pokphand Group of companies ("CPG") 4.2 Asianet Corporation Co., Ltd. ("ANC") (Formerly "Interactive Media Services Co., Ltd.") Purchase of computer, 51 peripheral and office equipment from Charoen Pokphand Group of companies ("CPG") 4.3 Asianet Corporation Co., Ltd. ("ANC") (Formerly "Interactive Media Services Co., Ltd.") Deposit to UBC Cable Network 2 Public Company Limited ("UBC CABLE")

Same as 2.28

The transaction arose in ordinary course of business that propose to the third party.

Same as 2.9

The transaction arose in ordinary course of business that propose to the third party.

Same as 3.4

The transaction arose in ordinary course of business that propose to the third party.

Same as 2.10

The transaction arose in ordinary course of business that UBC CABLE propose to the third party.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000) 4.4 Asianet Corporation Co., Ltd. ("ANC") (Formerly "Interactive Media Services Co., Ltd.") Purchase of goods from joint 12 venture: : Bangkok Inter Teletech Group of companies ("BITCO") 4.5 Asia Infonet Co., Ltd. ("AI") Purchase of computer, 1,143 peripheral and office equipment from Charoen Pokphand Group of companies ("CPG") 4.6 Telecom Holding Co., Ltd. ("TH") Purchase of computer, 72 peripheral and office equipment from Charoen Pokphand Group of companies ("CPG") 4.7 W 7 Rental Services Ltd. ("W7") Purchase of computer and 348 peripheral from Charoen Pokphand Group of companies ("CPG") 4.8 Wire & Wireless Co., Ltd. ("WW") Purchase of computer and 30 peripheral from Charoen Pokphand Group of companies ("CPG") 4.9 Wire & Wireless Co., Ltd. ("WW") Purchase of goods from joint 136,007 venture: : Bangkok Inter Teletech Group of companies ("BITCO") 4.10 Asia Multimedia Co., Ltd. ("AM") Purchase of office equipment 5 from joint venture: Asia Infonet Co., Ltd. ("AI") Details of transactions

4.11 Asia Multimedia Co., Ltd. ("AM") Purchase of Mobile equipment from joint venture: : Bangkok Inter Teletech Group of companies ("BITCO")

Relationship

Rationale and necessity

Same as 2.12

The transaction arose in ordinary course of business that propose to the third party.

Same as 2.1

The transaction arose in ordinary course of business that propose to the third party.

Same as 3.9

The transaction arose in ordinary course of business that propose to the third party.

Same as 2.17

This transaction arose in ordinary course of business that propose to the third party.

Same as 3.12

The transaction arose in ordinary course of business that propose to the third party.

Same as 1.6

The transaction arose in ordinary course of business that propose to the third party.

Same as 1.1

The transaction arose in ordinary course of business that propose to the third party.

10 Same as 2.8

The transaction arose in ordinary course of business that propose to the third party.

TelecomAsia Public Company Limited

Details of transactions 4.12 Company Purchase of internet equipment from joint venture: Asia Infonet Co., Ltd. ("AI") 4.13 Company Purchase of cell site for PCT from NEC Communication Systems (Thailand) Co., Ltd. ("NEC") 4.14 Company Purchase of computer and peripheral from Charoen Pokphand Group of companies ("CPG") 4.15 Company Purchase of Mobile equipment from joint venture: : Bangkok Inter Teletech Group of companies ("BITCO") Total purchase of goods 5. Interest expense 5.1 Company Repayment interest expense to Kreditanstalt fur Wiederaufbau (“KfW”)

Total interest expense

Annual Registration Statements (Report Form 56-1)

2002 (Baht'000)

Relationship

Rationale and necessity

18 Same as 2.27

The transaction arose in ordinary course of business that propose to the third party.

71,944 Same as 3.21

The transactions arose in ordinary course of business that NEC proposed to the third party.

20,554 Same as 2.26

The transaction arose in ordinary course of business that propose to the third party.

678 Same as 2.28

The transaction arose in ordinary course of business that propose to the third party.

231,330

537,785 KfW is financial instirution of Germanay, both of the major shareholder and secured liability KfW, shareholder holds 24.00% of shareholders’ equity. Director representing of KfW are Mr. Heinrich Heims, Mr.Klaus Tuengeler, Ms.Gabriele Gunia, Mr.Claus Stadler and Mr. Andreas Klocke 537,785

The transaction arose in repayment interest expense of borrowing to KfW from the loan agreement as the interest payment to creditor.

Measures and Procedures for Approving the Entering into of Connected Transactions In addition to the Company’s measures and procedures for approving the entering into the connected transactions in compliance with the Rules and Regulations of the office of Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”), and the provisions of the Public Companies Act, the Company must comply 86

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

with the terms and conditions of the Security Agreement Amendment and Restatement Agreement (the “SAARA”) which is the principal debt restructuring agreement executed between the Company and its Secured Creditors, and related agreements. The key terms and conditions in the SAARA and related agreements with regard to connected transactions specifies that the Company shall not enter into any contract, agreement, or arrangement with any affiliates other than on the arms’length open market terms. In any event the Company wishes to enter into any contract which creates material payment with the Company’s affiliates, Telecom Holding Company Limited or any affiliate thereof, TA Orange Company Limited, Charoen Pokphand Group Company Limited or group of companies or affiliate thereof, Nynex Network Systems (Thailand) Company Limited or group of companies or affiliate thereof, any individual not relating to the authorized business, any individual relating to the PCT business and other relevant businesses, the Company shall disclose said transaction in its annual budget. Nonetheless, the Secured Creditors of the Company shall have right to make certain objection on the Company’s annual budget. Apart from the obligations under the SAARA, the terms and conditions of the Shareholders Agreement executed with Kreditanstalt fÜr Wiederaufbau dated 22nd December 1999 specifies that the Company shall have to disclose the entering into any connected transactions of the major shareholders or its affiliates. In addition to the foregoing obligations, in the event of a material connected transaction involving affiliates of major shareholders of the Company, the Company shall propose to the Board of Directors to appoint the Committee comprising of the independent directors and directors nominated by non-interested shareholders to consider and negotiate the terms of said transaction. (The directors nominated by the interested major shareholders shall abstain from attending and voting at said meeting.) As part of its consideration and negotiation process, the Committee is authorized to appoint an independent financial advisor, an independent legal advisor and other advisors to assist, as it deems appropriate. The executive directors appointed by interested shareholders shall also refrain from participating in said connected transaction. In the event the Committee approves said connected transaction, it will then be proposed to the Board of Directors’ meeting (the directors nominated by interested major shareholders shall abstain from voting.) After the approval of the Board of Directors, if said transaction also required shareholders’ approval, it will then be proposed to the shareholders’ meeting for approval with at least three-fourths of the vote of the shareholders present and entitled to vote at such meeting provided that the interested shareholders shall abstain in the vote on said connected transaction. 87

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Policy for Future Connected Transactions In addition to strictly compliance with the rules and regulations of the SEC and the SET, the Company has applied said rules and regulations to implement an internal guideline for connected transactions by carrying on the comparative study of the connected transactions guidelines from various foreign institutions to enhance transparency and create the parallel understanding with the foreign analysts and investors. With regard to future connected transactions, the Company anticipates that there will be the connected transactions under the ordinary course of business of the Company with its affiliates and the Company shall proceed such transactions in a transparent manner pursuant to the good corporate governance policy of the Company as well as all relevant regulations.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

12. FINANCIAL STATUS AND PERFORMANCE 12.1 Company’s Auditor and Significant Accounting Policies The auditors appointed by the Board of Directors to be the Company’s auditor in order to perform the audit of the Company and consolidated financial statements during the past three years were as follows: Financial statements for the year ended 31 December 2002 : PricewaterhouseCoopers ABAS Limited Financial statements for the year ended 31 December 2001 : PricewaterhouseCoopers ABAS Limited Financial statements for the year ended 31 December 2000 : PricewaterhouseCoopers ABAS Limited

According to the three (3) years’ Reports of Certified Public Accountant, the Company’s auditors had expressed his/her unqualified opinions on the financial statements as follows: The Year Ended 31 December 2002 The auditor had expressed his/her unqualified opinion that the consolidated and Company financial statements present fairly, in all material respects, the consolidated and Company financial position as at 31 December 2002 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles. The Year Ended 31 December 2001 The auditor had expressed his/her unqualified opinion that the consolidated and Company financial statements present fairly, in all material respects, the consolidated and Company financial position as at 31 December 2001 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles. The Year Ended 31 December 2000 The auditor had expressed his/her unqualified opinion that the consolidated and Company financial statements present fairly, in all material respects, the consolidated and Company financial position as at 31 December 2000 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

12.2 Summary of financial Statements TELECOMASIA CORPORATION PUBLIC COMPANY LIMITED Consolidated Balance Sheet As at 31 December 2002, 2001 and 2000 (Unit: Thousand Baht)

Assets Current assets Cash and cash equivalents Restricted cash Short-term investments Trade accounts receivable, net Short-term loans to related parties Inventories, net Other current assets Total current assets

31 December 2002

Common Size (%)

31 December 2001

Common Size (%)

31 December 2000

Common Size (%)

3,135,696 4,482,279 21,210 7,152,405 781 1,184,275 2,922,214 18,898,860

3.36 4.81 0.02 7.67 0.01 1.27 3.13 20.27

2,684,256 4,576,450 177,337 5,689,657 2,646 1,113,378 2,640,555 16,884,279

3.10 5.29 0.21 6.58 0.01 1.29 3.05 19.53

1,054,621 4,308,367 38,575 5,957,154 8,738 875,721 1,358,002 13,601,178

1.19 4.88 0.04 6.74 0.01 0.99 1.54 15.39

Non-current assets Investments : - Available-for-sale securities - Investments in joint venture and associates - Other long-term investments - Investment property Property, plant and equipment, net Other assets: - Intangible assets, net - Negative Goodwill, net - Other non-current assets Total non-current assets

4,009,108

4.30

1,036,273 4,492,129

1.20 5.19

3,960,783 5,405,003

4.48 6.12

75,572 53,874 66,870,643 1,771,042 1,567,935 74,348,174

0.08 0.06 71.71

52,322 54,294 64,032,659

0.06 0.06 74.05

25,039 57,973 64,262,597

0.03 0.07 72.71

1.90 1.68 79.73

804,300 (2,336,785) 1,452,822 69,588,014

0.93 (2.70) 1.68 80.47

512,919 558,161 74,782,475

0.58 0.63 84.61

Total assets

93,247,034

100.00

86,472,293

100.00

88,383,653

100.00

Liabilities and shareholders' equity Current liabilities Trade accounts payable Current portion of long-term borrowings Accrued expenses Other current liabilities Total current liabilities

2,244,583 5,854,179 3,260,268 3,036,962 14,395,992

2.40 6.28 3.50 3.26 15.44

2,740,023 3,214,292 2,495,300 2,143,971 10,593,586

3.17 3.72 2.88 2.48 12.25

1,784,248 1,782,479 1,014,501 1,519,547 6,100,775

2.02 2.01 1.15 1.72 6.90

Non-current liabilities Long-term borrowings Long-term trade accounts payable Other non-current liabilities Total non-current liabilities

59,329,885 8,012,583 4,310,326 71,652,794

63.63 8.59 4.62 76.84

61,944,182 8,299,425 740,060 70,983,667

71.63 9.60 0.86 82.09

63,819,640 9,255,712 580,641 73,655,993

72.21 10.47 0.66 83.34

Total liabilities

86,048,786

92.28

81,577,253

94.34

79,756,768

90.24

Shareholders' equity Share capital Authorised share capital Preferred shares Common shares Issued and fully paid-up share capital Preferred shares Common shares Premium on shares capital Common shares Discount on shares capital Preferred shares Common shares Foreign currency translation adjustment Unrealized loss on available- for-sale securities Retained earnings (deficit) Appropriated legal reserve Deficit Total parent's shareholders'equity Minority interests in subsidiaries Total shareholdersâ&#x20AC;&#x2122; equity Total liabilities and shareholders' equity

6,997,535 37,463,647

7,020,000 25,305,000

7,020,000 22,230,000

6,997,535 29,947,437

7.50 32.12

7,020,000 25,305,000

8.12 29.26

7,020,000 22,230,000

7.94 25.15

11,432,046

12.26

11,432,046

13.22

11,432,046

12.93

(1,493,683) (1,943,271) 104,344 (2,713)

(1.60) (2.08) 0.11 (0.01)

(1,498,478) (316,640) 104,344 (4,703,366)

(1.73) (0.37) 0.12 (5.44)

(1,498,478) 104,344 (1,682,579)

(1.70) 0.12 (1.90)

34,881 (38,331,553) 6,745,023 453,225 7,198,248

0.04 (41.11) 7.23 0.49 7.72

34,881 (32,937,104) 4,440,683 454,357 4,895,040

0.04 (38.09) 5.13 0.53 5.66

34,881 (29,511,977) 8,128,237 498,648 8,626,885

0.04 (33.39) 9.20 0.56 9.76

93,247,034

100.00

86,472,293

100.00

88,383,653

100.00

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

TELECOMASIA CORPORATION PUBLIC COMPANY LIMITED Consolidated Statements of Income For the year ended 31 December 2002, 2001 and 2000 (Unit: Thousand Baht)

Revenues Revenues from telephone and other services Revenues from product sales Total revenues Operating expenses Cost of services Cost of sales Total costs Gross profit Selling and administrative expenses Profit from sales and services Other revenues Other expenses Operating results Share of profit (loss) in joint venture and associates Loss on impairment of investment Gain on sales of investment Other non operating income (expense) Profit (loss) before interest and tax Interest income Interest expense Foreign exchange gain (loss) Loss before income tax Income tax Loss before extraordinary item Extraordinary item -Gain from debt restructuring Loss before minority interests Loss attributable to minority interests Net loss for the year Basic and diluted gain(loss) per share Loss from ordinary activities Extraordinary item -Gain from debt restructuring Net loss for the year

31 December 2002

Common Size (%)

31 December 2001

Common Size (%)

31 December 2000

Common Size (%)

24,206,831 1,568,462 25,775,293

93.91 6.09 100.00

20,117,764 518,678 20,636,442

97.49 2.51 100.00

18,085,305 1,302,259 19,387,564

93.28 6.72 100.00

17,651,533 1,758,073 19,409,606 6,365,687

14,241,482 684,642 14,926,124 5,710,318

6,193,016 172,671 253,313 (1,786,179) (1,360,195)

68.48 6.82 75.30 24.70 24.03 0.67 0.98 (6.93) (5.28)

12,688,409 1,119,159 13,807,568 5,579,996

4,816,156 894,162 280,134 (225,173) 949,123

69.01 3.32 72.33 27.67 23.34 4.33 1.36 (1.09) 4.60

3,076,550 2,503,446 (174,718) 2,328,728

65.45 5.77 71.22 28.78 15.87 12.91 (0.90) 12.01

1,844,460 (5,721,988) 943,249 3,196,229 (1,098,245) 54,299 (3,899,940) (403,466) (5,347,351) (143,684) (5,491,036)

7.16 (22.20) 3.66 12.40 (4.26) 0.21 (15.13) (1.57) (20.75) (0.55) (21.30)

(628,473) 320,650 42,418 (4,718,427) 954,874 (3,400,485) (68,933) (3,469,418)

(3.05) 1.55 0.20 (22.86) 4.63 (16.48) (0.33) (16.81)

(1,128,454) 2,472,155 3,672,429 23,383 (5,676,506) (2,642,423) (4,623,117) (76,444) (4,699,561)

(5.82) 12.75 18.94 0.12 (29.28) (13.63) (23.85) (0.39) (24.24)

95,454 (5,395,582) 1,133 (5,394,449)

0.37 (20.93) (20.93)

(3,469,418) 44,291 (3,425,127)

(16.81) 0.21 (16.60)

1,378,056 (3,321,505) 13,355 (3,308,150)

7.11 (17.13) 0.07 (17.06)

(2.37)

(1.81)

(2.35)

0.03 (2.34)

(1.81)

0.62 (1.73)

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

TELECOMASIA CORPORATION PUBLIC COMPANY LIMITED Consolidated Statements of Cash Flow For the year ended 31 December 2002, 2001 and 2000 (Unit: Thousand Baht) 31 December 2002 Cash flows from operating activities Loss before minority interests Add : Interest expense Income tax Profit (loss) before interest and tax Adjustments for: Depreciation and amortization (Gain)loss on disposal of property, plant and equipment Doubtful accounts Loss on impairment of investment Loss(gain) on impairment of fixed assets and intangible assets Obsolete inventories Other operating assets and liabilities write-off Gain on sales of available-for-sale securities Loss from liquidation of subsidiaries and other Unrealised (gain) loss on foreign exchange Gain on repayment of borrowing Gain from forgiveness Share of loss (profit) in joint venture and associated companies Changes in operating assets and liabilities (excluding the effects of acquisition of joint venture) - Trade accounts receivable - Inventories - Other current assets - Other non-current assets - Trade accounts payable - Accrued expenses and other current liabilities - Other non-current liabilities Cash generated from operating activities Less: Interest paid Income tax paid Net cash from operating activities before interest and tax Cash flows from investing activities Withdrawal (deposit) in restricted cash Withdrawal (deposit) in time deposit Payments on liquidated subsidiary Acquisition of joint venture, net of cash acquired Acquisition of long-term investment in other companies Purchases of property, plant and equipment Purchases of intangible assets Proceeds from sale of available-for-sale securities Disposal of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Issue of preferred shares Issue of common shares proceeds from debentures Proceeds from borrowings Payments on long-term trade accounts payable Repayments on borrowings Net cash received from (used in) financing activities Increase (decrease) in cash and cash equivalents Beginning balance Ending balance

31 December 2001

31 December 2000

(5,395,582) 3,899,941 143,683 (1,351,958)

(3,469,418) 4,718,427 68,933 1,317,942

(3,321,505) 5,676,506 76,444 2,431,445

9,276,717 20,681 828,512 5,721,988 1,613,414 180,418 2,968 (943,249) 394,881 (3,291,683) (27) (1,844,460)

8,004,149 (101,751) 166,699 192,804 30,631 (13,996) (944,940) (348) 628,473

7,707,915 307,845 132,742 (10,667) 17,233 (691,302) (2,472,155) 1,522 2,526,566 (1,378,056) (26,528) 1,128,454

(2,352,324) (552,798) (127,172) (131,082) (373,585) 874,241 560,355 8,505,837 (3,543,298) (507,093) 4,455,446

61,699 (1,499,311) (590,372) (20,032) 524,364 1,535,615 (195) 9,291,431 (4,481,730) (330,670) 4,479,031

(277,476) (189,655) 571,894 35,117 (202,008) (1,244,871) (10,867) 8,357,148 (4,840,730) (287,783) 3,228,635

94,171 161,264 (402,162) (23,250) (8,753,438) (279,922) 83,262 (9,120,075)

(251,124) (82,811) 2,782,126 (100) (3,930,956) (33,881) 117,268 (1,399,478)

(1,586,445) (15,378) (133) (1,695,088) 3,003,509 48,905 (244,630)

2,998,136 18,065,058 8,443,673 (677,547) (23,713,251) 5,116,069

5,265,405 (187,973) (6,527,350) (1,449,918)

5,521,522 657,757 (531,832) (8,874,703) (3,227,256)

451,440 2,684,256 3,135,696

1,629,635 1,054,621 2,684,256

(243,251) 1,297,872 1,054,621

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

12.3 Financial Ratios TelecomAsia Corporation Public Company Limited and Subsidiaries Liquidity Ratios Current Ratio Quick Ratio-Accrual Basis Quick Ratio-Cash Basis Receivable Turnover Ratio Average Collection Period Average Collection Period * Inventory Turnover Ratio Average Inventory Turnover Period Payable Turnover Ratio Average Payment Period Cash Cycle Profitability Ratios Gross Margin Net Profit Margin Return on Equity Efficiency Ratios Return on Total Assets Return on Fixed Assets Assets Turnover Ratio

2002

2001

2000

1.31 1.03 0.31 4.01 89.68 65.22 16.65 21.63 7.67 46.92 64.39

1.59 1.31 0.54 3.58 100.50 51.21 14.85 24.24 6.68 53.91 70.84

2.23 2.49 0.36 3.39 106.21 50.24 18.52 19.44 8.30 43.39 82.25

% % %

24.70% -20.93% -89.21%

27.67% -16.60% -50.66%

28.78% -17.06% -39.51%

% % Times

-6.00% 5.43% 0.29

-3.92% 6.57% 0.24

-3.62% 5.79% 0.21

Times Times Times Times Days Days Times Days Times Days Days

* Excluding accounts receivable from TOT which represents the amount that was already paid by customers but TA has not yet received its revenue sharing from TOT.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

2002

2001

2000

Financial Policy Ratios Debt to Equity Ratio Interest Coverage Ratio Cashflow Coverage Ratio-Accrual Basis Cashflow Coverage Ratio-Cash Basis Dividend Ratio

Times Times Times Times %

10.17 2.50 1.00 0.86 0.00%

15.01 1.86 0.10 1.16 0.00%

8.68 1.80 0.34 1.19 0.00%

Per Share Analysis Book Value per Share Earnings (Loss) per Share (Basic and Diluted) Dividend per Share

Baht Baht Baht

1.95 (2.34) -

1.51 (1.81) -

2.95 (1.73) -

7.83% 5.48% 24.90% 28.81% -57.50%

-2.16% 2.28% 6.44% 16.25% -3.54%

-6.59% -7.79% 29.74% 26.04% 55.74%

Growth Ratios Total Assets Total Liabilities Revenues from Sales and Services Total Operating Expenses Net Profit

% % % % %

Note : 1/ The following adjustments below caused changes in financial ratios for 2000 - 2001 from the previous release. - Consolidated selling administrative expenses for 2001 were adjusted upward by Baht 9 million from previous release due to reclassification of accounts. - Leased circuit and conduit rental (booked under cost of providing services) for 2001 was adjusted downward by Baht 114 million, a Baht 43 million less than previous release following recent review with the TOT. - Change in classification of account receivables, short-term loans to related parties, account payable and due to related parties in 2001. - The Company changed the calculation method for inventory and payable turnover ratios to include cost of providing service which also resulted in chages of average inventory turnover period, average payment period and cash cycle. 2/ Operating expenses excluded one-off transactions which consisted of the followings; - out-of-period booking for leased circuit and conduit rentals of Baht 286 million in 2002, Baht 114 million in 2001 for the underbooked amount in the previous years. - out-of-period booking for leased circuit and conduit rentals of Baht 685 million in 2000 for the overbooked amount in the previous years. - one-time compensation for staff of Baht 33 million in 2002.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

12.4 Management’s Discussion and Analysis Overview 2002 saw a number of improvements in TelecomAsia’s financial and operational results. Revenue, EBITDA (Earnings Before Interest,Tax, Depreciation and Amortisation) and net income from ongoing operations posted accelerated growth compared to 2001. Revenue grew by a record 24.9 percent compared with 6.4 percent the previous year. The major contributor to growth was TA Orange, which started to generate revenues from the first quarter of 2002. In addition, there was significant growth in revenue from the Digital Data Network (DDN) and other business. Revenues from core businesses, excluding TA Orange, grew by 11.6 percent compared with growth of 6.5 percent in 2001. Consolidated EBITDA rose by 8.4 percent in 2002, compared with a decline of 5.4 percent in 2001. Net loss from ongoing operations, excluding TA Orange, decreased 65.5 percent to Baht 1.2 billion in the year under review from Baht 3.4 billion the previous year. Revenue growth pushed up the year-end consolidated EBITDA margin (excluding TA Orange) from 49.5 in 2001 to 51.0 percent, reflecting continued successful cost control in core operations. When TA Orange is included, the EBITDA margin decreased from 43.7 percent in 2001 to 37.9 percent due to a higher negative EBITDA contribution from TA Orange as the Company started to consolidate TA Orange’s results for a full year in 2002. Core wireline and data businesses approached the break-even point with steady growth in revenue and improved margins while providing strong cash flows – the springboard for TelecomAsia to reduce debt and to provide for future growth. Net loss from ongoing operations continued to decrease to Baht 107 million in 2002, compared with a loss of Baht 1.4 billion in 2001. After funding capital expenditure, free cash flows almost tripled to Baht 4.3 billion, enabling the Company to prepay its debts by Baht 1.1 billion. The Company’s balance sheet improved significantly with a successful bond offering, the settlement of yen-denominated obligation and other measures. The successful placement of Baht 18.5 billion in new debentures, the second largest offering of corporate debentures in Thai history, and new borrowing of Baht 1.1 billion from International Finance Corporation (IFC) reduced US dollar denominated debt by $US 453 million to $US 78 million. 95

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

The successful settlement of Yen-denominated Deferred Payment Notes, amounting to Baht 3.8 billion resulted in a one-off gain of Baht 3.1 billion in the fourth quarter of 2002. As a result of the successful balance sheet improvement program, the proportion of foreign denominated debt decreased from 55 percent in 2001 to 22 percent. The net debt/EBITDA ratio, excluding TA Orange, was lowered to 5.2 times in 2002 from 6.6 times in 2001. It was another strong year for the core fixed line business. TelecomAsia gained 273,676 net additions, 78 percent share of market growth in the Bangkok metropolitan area in 2002. This increased total billable subscribers to more than 2.0 million and secured the Companyâ&#x20AC;&#x2122;s number one position in the BMA with 56 percent market share. TA Orange successfully launched its cellular service to the market, gaining 1.3 million subscribers in its first nine months of operation and exceeding its original target. TA Orange contributed higher revenues and less negative EBITDA to the Companyâ&#x20AC;&#x2122;s consolidated results for three consecutive quarters following its launch. The Personal Communication Telephone (PCT) subscriber base declined by four percent as a result of intense competition within the wireless business. The Company, therefore, has developed a four-part plan to revitalize the PCT business by reducing financial and regulatory constraints, improving the network signal quality and range, and marketing products and services to attract and retain medium and high value customers. The Company successfully grew its DDN business, with 138 percent growth in revenue and 56 percent growth in circuits. About half of the revenue growth was generated from wholesale activity with carriers other than TA Orange â&#x20AC;&#x201C; putting this business on a sustainable footing for future growth. Internet and Broadband business grew strongly with 121 percent and 140 percent growth respectively in subscribers. TelecomAsia launched its broadband service a year and a half ago and, to date, has captured approximately 50 percent market share. Broadband services offered by the Company include ADSL, Cable Modem, Internet Protocal Access Service (IPAS) and TA Metronet, the first fiber- to-the- building Service in Thailand. The Company also successfully established a broadband community that brings together 21 leading providers of information, entertainment and on-line games to jointly develop broadband content. With high ARPU, compared to core fixed line telephone services, and rapid growth in subscriber numbers, broadband will position TelecomAsia for future growth. 96

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Consolidated Results of Operations The results of operations are discussed on a normalized basis without taking into account non-recurring items. We believe this enables a better overview of the Company’s operating results and trends from period to period. All non-recurring items are disclosed in consolidated profit and loss statement based on adjusted basis. The Company began to consolidate results from TA Orange for a full year in 2002, creating a different basis for consolidated results for 2001 and 2002. The results, presented below, therefore, exclude TA Orange where appropriate, so that trends for core operations are clear. • Consolidated revenues grew by a record 24.9 percent (Baht 5.1 billion) to Baht 25.8 billion, compared with 6.4 percent in 2001. The major contributors to growth in 2002 were TA Orange ( Baht 2.9 billion) and DDN (Digital Data Network) revenue, which grew by 138.4 percent to Baht 1.2 billion. Excluding TA Orange, total revenues grew by 11.6 percent to Baht 23 billion, compared with 6.5 percent growth in 2001. More connections and increased revenue from value-added services, especially public phones, increased core wireline revenue by 3.2 percent to Baht 16.1 billion. • Consolidated operating expenses for 2002 were Baht 25.6 billion. If one-off items are stripped out, adjusted operating expenses in 2002 totalled Baht 25.2 billion, an increase of 28.8 percent compared with 2001. The increase resulted mainly from depreciation of Baht 1.3 billion, selling, general and administrative expenses of Baht 1.3 billion and revenue sharing of Baht 1.1 billion. The increase in depreciation was mainly due to TA Orange (Baht 665 million), promotional lending of PCT handsets to customers (Baht 296 million) and newly installed public phones (Baht 75 million). One-off transactions included the out-of-period booking of leased circuit and conduit rentals of Baht 286 million in 2002 and Baht 114 million in 2001, following TOT reviews. In addition, there was a Baht 33 million one-off compensation in 2002. • Consolidated EBITDA grew Baht 756 million (8.4 percent) to Baht 9.8 billion. This was a strong improvement on 2001 when consolidated EBITDA declined by 5.4 percent. The consolidated EBITDA margin decreased from 43.7 percent to 37.9 percent due mainly to a higher negative contribution from TA Orange as TelecomAsia started to consolidate TA Orange’s full year results in 2002. 97

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Consolidated Results of Operations â&#x20AC;&#x201C; Adjusted Basis

(Baht in millions unless otherwise indicated) Revenues Revenues from telephone and other services Revenues from product sales Total revenues Operating expenses Cost of services Depreciation and amortization Revenue sharing Network operating expenses Cost of sales Selling and administrative expenses Total operating expenses EBITDA Depreciation & Amortization Operating profit Interest income Interest expense Tax Net income (loss) from continuing operations Share of profit (loss) in subsidiaries and associates Net income from continuing operations including share of profit (loss) in subsidiaries Non recurring items Gain ( loss ) on Foreign Exchange Accounting adjustment-leased circuit & conduit rental Adjustment-personnel compensation Other (expense) income Gain from settlement of DPN obligation Loss on impairment of investment Loss on impairment of IN Gain on sale of investment Gain from debt restructuring Net Profit (Loss) before minority interest (Income) loss attributable to minority interest Net Profit (Loss) for the period Balance Sheets Current assets Property, plant and equipment, net Total assets Current liabilities Borrowing Total liabilities Shareholderâ&#x20AC;&#x2122;s equity Cash Flow Cash flows from operating activities Cash flows from investment activities Cash flows from financing activities Ending cash balance

FY 2002

FY 2001

% Change FY 2002/ FY 2001

24,207 1,568 25,775

20,118 519 20,636

20.3 202.2 24.9

17,366 8,772 4,290 4,303 1,758 6,160 25,284 9,768 9,277 492 54 (3,900) (144) (3,498) 1,844

14,127 7,784 3,227 3,116 685 4,816 19,628 9,012 8,004 1,008 42 (4,718) (69) (3,737) (628)

22.9 12.7 32.9 38.1 156.8 27.9 28.8 8.4 15.9 (51.2) 28.0 (17.3) 108.4 6.4 393.5

(1,653) (3,743) (403) (286) (33) 137 3,088 (5,722) (1,562) 943 95 (5,396) 1 (5,395)

(4,365) 896 955 (114) 55 (3,469) 44 (3,425)

62.1 (517.8) (142.3) (150.7) 149.3 (55.5) (97.4) (57.5)

18,899 66,871 93,247 14,396 59,330 86,049 7,198

16,884 64,033 86,472 10,594 61,944 81,577 4,895

11.9 4.4 7.8 35.9 (4.2) 5.5 47.1

4,455 (9,120) 5,116 3,136

4,479 (1,400) (1,450) 2,684

(0.5) (551.9) 452.8 16.8

NOTE: 1/ Normalized operating expenses excluding one-off transactions, which consisted of: -out-of-period booking of leased circuit and conduit rental of Baht 286 million for 2002 and Baht 114 million for 2001 according to reviews with the TOT. -one-time compensation in 2002 of Baht 33 million.

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

• Consolidated share of profit (loss) in associated companies for 2002 was a profit of Baht 1.8 billion and consisted of a loss contribution from UBC of Baht 483 million and net gain from amortization of goodwill from TelecomAsia’s investment in TA Orange of Baht 2.3 billion. For 2001, the consolidated share of loss in associated companies totalled Baht 629 million, consisting of a loss contribution from UBC of Baht 913 million and gain from negative goodwill write-back of Baht 284 million. The loss contribution from UBC decreased by Baht 434 million as its operations improved strongly. The share in operating results of UBC, excluding amortization of goodwill, was a loss of Baht 103 million in 2002, compared with a loss of Baht 580 million the previous year. The improvement was derived mainly from an increase in the customer base from 406,589 in 2001 to 437,845 in 2002. In addition, there was the full effect of an 18 percent price increase, implemented in August, 2001. UBC’s operating expenses in 2002 were stable compared to 2001. • Consolidated interest expenses in 2002 totalled Baht 3.9 billion, a decrease of Baht 818 million compared with 2001. This resulted mainly from a decline in interest rates, especially London Interbank Offer Rate. However, starting in the fourth quarter of 2002, the Company’s cost of debt increased as a result of the issuance of high-interest-rate Baht bonds to refinance US dollar-denominated loans. • Reported net loss was Baht 5.4 billion, compared with a loss of Baht 3.4 billion in 2001. This included a number of non-recurring items. All non-recurring items are disclosed in the normalized profit and loss statement. • Excluding non-recurring items, the consolidated net loss from ongoing operations was Baht 1.7 billion, including share of loss in affiliated companies, a decrease of Baht 2.7 billion compared with 2001, resulting mainly from increased EBITDA and decreased interest expenses. When TA Orange is excluded, consolidated net loss from ongoing operations, including share of gain (loss) in affiliates, was reduced by 65.5 percent to Baht 1.2 billion. • Contribution from TA Orange for 2002 was a Baht 335 million loss, compared with a loss contribution of Bt 971 in 2001. The 2002 loss contribution comprised an operational loss 99

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

of Baht 2.6 billion and a goodwill write-back of Baht 2.3 billion. TA Orange’s loss contribution to EBITDA increased to Baht 1.8 billion in 2002, compared with Baht 1.2 billion the previous year as TelcomAsia started to consolidate TA Orange’s results for a full year in 2002. However, the loss contribution declined for three consecutive quarters from Baht 728 million in the second quarter to Baht 204 million by year-end due to an increase in revenues. Segment results Wireline • Revenue from the core wireline business grew steadily at 3.2 percent to Baht 16.1 billion, reflecting an increased contribution from value-added services. • An additional 6,000 public phones were installed during 2002, resulting in revenue growth of 26.6 percent to Baht 1.8 billion from this high growth, high value-added service. • TelecomAsia outperformed the market with 273,676 new wireline subscribers, an increase of 15.7 percent to 2.02 million, compared with market growth of 10 percent in the Bangkok metropolitan area. • The Company secured its position as the dominant player in the BMA wireline market acquiring 78 percent share in market net additions, giving it an overall market share of 56.0 percent. • Wireline value-added services were launched to create new revenue streams, including 1800 caller free phone number for businesses and televoting. Wireless Personal Communication Telephone (PCT) • While PCT revenue fell by Baht 123 million (4.0 percent) to Baht 2.9 billion, due to a decline in handset sales, revenue from usage grew by Baht 229 million (8.7 percent) to Baht 2.8 billion. • Subscribers declined by 3.6 percent to 604,340 because of intense competition from cellular services. • A four-part plan to revitalize the PCT business was developed to boost marketing activity, reduce financial and regulatory constraints, and to improve the network signal quality and range.

100

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Cellular service (TA Orange) • TA Orange contributed Baht 2.9 billion to overall consolidated revenue growth of 24.9 percent. • TA Orange gained 1.3 millions subscribers within its first nine months of operation. • TA Orange contributed Baht 335 million to net loss. This consisted of a loss from its operations of Baht 2.7 billion and a goodwill write-back of Baht 2.3 billion. • TA Orange’s negative EBITDA contribution declined for three consecutive quarters as a result of increases in revenue. DDN (Digital Data Network) • DDN experienced strong improvement with revenue growing by 138.4 percent to Baht 1.2 billion. • Wholesale activity resulted in growth of 55.7 percent in DDN circuits to 7,104 circuits, almost double that in 2001. • 48.7 percent growth in revenue to Baht 629 million was from business customers other than TA Orange. • The Service Level Agreement (SLA), launched in 2002, provides guaranteed quality of service to customers, further enhancing the DDN business. Internet • Revenue grew by Baht 44 million (28.7 percent) from a strong increase in subscribers. • Internet subscriber numbers grew by 121.2 percent and the growth in proportionate revenue was mainly derived by the high-speed subscribers. • A wireless internet service was launched at the end of the year and will generate revenues in 2003. Multimedia / Broadband • Revenues from multimedia and broadband increased by Baht 60 million, mainly from the broadband business. • Broadband subscribers grew 140.2 percent to 3,708, representing market share of more than 50 percent. • To further expand the broadband market, TelecomAsia signed memorandums of understanding with 21 leading providers of information, entertainment, healthcare and other applications to develop fully integrated broadband services. 101

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Segment Results

(In Millions Baht ) Wireline - voice Basic (POTS) Value-added services Wireline - data (DDN) Wireless PCT TA Orange Internet Multimedia/Broadband Others Group Unallocated Costs

2002 16,125 13,687 2,438 1,199 6,096 2,949 3,147 198 954 1,203 25,776

Turnover 2001 15,618 13,277 2,341 503 3,072 3,072 154 894 396 20,636

% Change 3.2 3.1 4.1 138.4 98.4 (4.0) NA 28.6 6.7 203.8 24.9

2002 5,093

Segment Results 2001 % Change 4,980 2.3

738 (2,397)

238 (1,195)

209.9 (100.6)

25 35 200 3,694 (3,173)

19 (106) 9 3,945 (2,882)

32.8 132.7 2,090.6 (6.4) 10.1

Notes: 1/ Segment results excluding non-recurring items. 2/ Segment results of wireline and DDN represent gross profit while those for wireless, multimedia and Internet represent operating profit. 3/ Results of wireless, multimedia and internet segments for 2001 were restated from previous release to include allocated selling, administrative and general expenses.

Financial Position Assets • The Company’s total assets increased by Baht 6.8 billion to Baht 93.2 billion due mainly to an increase in property, plant and equipment (net) of Baht 2.8 billion and all of the remaining negative goodwill for TA Orange of Baht 2.3 billion being amortized Liabilities • Total liabilities in 2002 increased Baht 4.5 billion to Baht 86.0 billion due mainly to an increase in other non-current liabilities, principally the unbilled construction cost for the TA Orange network (Baht 3.7 billion). Interest-bearing debts decreased slightly by Baht 255 million to Baht 73.4 billion as the increase in debt of Baht 7.5 billion, contributed by TA Orange, was offset by the settlement of DPN and repayment by the Company and other subsidiaries totalling Baht 4.3 billion. This included prepayment of Baht1.6 billion. 102

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Shareholders’ Equity • Shareholders’ Equity increased by Baht 2.3 billion from a capital increase of Baht 3.0 billion via a rights offering and a net loss of Baht 0.7 billion, excluding unrealized loss on available for sale securities of Baht 4.7 billion, already recorded as a deduction to shareholders’ equity in the year 2001. Cash Flow • Net cash flow from operations decreased by Baht 24 milllion, due mainly to TA Orange. The core fixed line and data business generated strong cash flows of Baht 6.5 billion, almost doubled that in 2001. This was due mainly to growth in EBITDA of Baht 965 million, decreased interest expenses of Baht 806 million and a decrease in the working capital requirement of Baht 1.2 billion. As a result, free cash flow after funding capital expenditure almost tripled to Baht 4.3 billion. • Net cash used in investing activities was Baht 9.1 billion, an increase of Baht 7.7 billion, compared to 2001, due mainly to an increased investment in TA Orange’s cellular network. • Net cash provided by financing activities was Baht 5.1 billion, which was mainly related to borrowing by TA Orange for network investment.

103

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

13. Other Related Information The Board of Directors' meeting of TelecomAsia Corporation Public Company Limited (the â&#x20AC;&#x153;Companyâ&#x20AC;?) No. 1/2546 held on 27 February 2003 at 2.00 p.m. at the Auditorium Room has passed the following important resolutions: 1.

Reappointed the Chairman of the Audit Committee and the Audit Committee members to resume their positions: 1. 2. 3.

Mr. Vitthya Dr. Kosol Mr. Joti

Vejjajiva Petchsuwan Bhokavanij

Chairman of the Audit Committee Member of the Audit Committee Member of the Audit Committee

And, to have Mrs. Rangsinee Sujaritsanchai as the Secretary of the Audit Committee. Nonetheless, scopes of duties and responsibilities of the Audit Committee remain the same. 2.

Approved the number of the directors of the Company to be 25 persons (previously 24 persons) and that the matter be submitted to the shareholders meeting to consider appointing Mr. Lee G. Lam as the additional director of the Company, and acknowledged the resignation of Ms. Gabriele Gunia from a director of the Company.

Approved the Company to refinance its existing Baht loan in the amount of not exceeding Baht 22.5 billion, and instructed the Board of Directors and/or the authorized directors and/or persons entrusted by the Board of Directors and/or the authorized directors, namely the President and the Chief Financial Officer to consider the method of said refinancing which may be in the form of Baht loans or issue and offering of debentures or the combination of both. The said persons shall later report the specific terms of said refinance to the Board of Directors or to the Finance Committee, either of which may, at such time, delegate to such persons the authority to do any act and thing necessary for and in relation to the implementation of the said refinance. In case of issue and offering of debentures, such debentures shall have the following characteristics:

104

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Objective:

To refinance the Baht loan of the Company

Category:

Subordinated or Senior Debentures, Amortized or Bullet Principal Repayment, Secured or Unsecured, with or without Debentureholder Representative, depending upon market conditions at the time of the issue and offering of the debentures

Amount:

Total value not exceeding Baht 22,500 Million

Offering:

Domestic offering to the public and/or institutional investors in whole or in part, at one or several times

Interest:

Depending upon market conditions at the time of the issue and offering of the debentures

Term:

Not exceeding 20 years

Redemption prior to Maturity:

The debendureholders and/or the Company may or any not have the right to redeem the debentures prior to its maturity subject to the terms and conditions of the debentures in each issue

Other Conditions:

Restrictions and other terms and conditions of the debentures such as its face value, offering price per unit, interest rate, appointment of debenture representative, allocation procedures, details of offering and redemption prior to maturity and registration or listing on secondary market, shall be within the power of the Board of Directors and/or the President and/or persons entrusted by the Board of Directors and/or the President to further determine and fix. 105

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

The meeting also authorized the Board of Directors and/or the authorized directors and/or persons entrusted by the Board of Directors or the authorized directors to have the power to determine or amend the terms and conditions relating to the issue and offering of the debentures, including to have the power to do any acts and things necessary for and in relation to carrying out the issue and offering of the debentures in compliance with the applicable law, including but not limited to have the power to appoint the underwriter, to enter into and execute the Underwriting Agreement and other relevant agreements, to prepare and submit the application and other documents to the Office of the Securities and Exchange Commission and/or other relevant authorities. And that the matter be submitted to the Annual General Shareholders Meeting for the year 2003 for consideration and approval. 4.

Approved the issue and offering of the warrants to purchase the Companyâ&#x20AC;&#x2122;s ordinary shares to directors and employees at executive level of the Company and certain of its subsidiaries in the total number not exceeding 35 persons (the â&#x20AC;&#x153;ESOP 2003 Projectâ&#x20AC;?). The details of the ESOP 2003 Project appear in Annex A. And, authorized the Board of Directors and/or the President or the authorized directors of the Company or the person(s) entrusted by the President or the authorized directors to have the power to determine and fix other details and conditions in relation to the ESOP 2003 Project and the warrants such as fixing the Exercise Date, the termination of exercise rights under the warrants, the convening of the meeting of warrantholders in order to amend terms of the warrants, etc, and to have the powers to do any acts and things necessary and appropriate in connection with the establishment of the ESOP 2003 Project and the issue and offering of the warrants in all respects, including but not limited to, contacting the Office of the Securities and Exchange Commission, preparing any document or application to be submitted to the Office of the Securities and Exchange Commission, amending or adding any other details related thereto in accordance with the order or suggestion of the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand and/or any other government authority or to be in accordance with applicable law or as such person(s) deem appropriate, provided that in the case of amending terms of the warrants, such amendment shall not be material in nature, whether such amendments have been made after the 106

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Company issued and offered the warrants or not, or whether they are amendments made pursuant to the resolution of the meeting of warrantholders (if any) so long as it is not contrary to law, allotment of the newly issued shares as well as listing of the ordinary shares resulting from the exercise of rights under the warrants on the Stock Exchange of Thailand. And that the matter be submitted to the Annual General Shareholders Meeting for the year 2003 for consideration and approval. 5.

Approved the issue and offering of warrants in an amount greater than 5 percent of the total warrants issued and offered under the ESOP 2003 Project to each of the directors and employees at executive level of the Company and/or its subsidiaries as follows: 1) Mr. Supachai Chearavanont 2) Mr. Athueck Asvanund 3) Mr. Chatchaval Jiaravanon 4) Mr. Vichaow Rakphongphairoj 5) Mr. William E. Harris The details of the number of warrants to be received by each of the above said persons and their positions appear in Clause 3 of the Details of ESOP 2003 Project (Annex A). And, that the matter be submitted to the Annual General Shareholders Meeting for the year 2003 for consideration and approval.

6. In order that the Company can increase its registered capital and issue shares as a reserve for the exercise of the rights of the warrant holders under the ESOP 2003 Project, it is necessary for the Company to reduce its registered capital by canceling the ordinary shares registered but not yet issued so as to be in accordance with the provisions of the Public Limited Company Act. The Board therefore approved the reduction of the registered capital of the Company from Baht 44,461,181,920 to be Baht 38,897,788,110 by canceling the ordinary shares registered but not yet issued in the number of 556,339,381 shares (except for shares reserved for the exercise of the rights of the warrant holders already issued and offered by the Company) as per the following details:

107

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

(a)

450,000,000 shares allotted for offering on a private placement basis at a price below the par value of the shares but not at a price lower than Baht 6 per share pursuant to the resolution of the Extraordinary Shareholders Meeting No. 1/2545;

(b)

29,586,620 shares allotted for offering to the International Finance Corporation (IFC) who is a guarantor on a partial basis of the Company's debentures and the creditor of the Company under a certain loan agreement pursuant to the resolution of the Extraordinary Shareholders Meeting No. 1/2545; and

(c)

76,752,761 remaining shares after offering to the existing shareholders pursuant to the resolution of the Extraordinary Shareholders Meeting No. 1/2545.

And, that the matter be submitted to the Annual General Shareholders Meeting for the year 2003 for consideration and approval. 7.

Approved the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the registered capital of the Company in line with the reduction of the registered capital to be as follows: â&#x20AC;&#x153;Clause 4.

Registered capital of Baht 38,897,788,110 (Thirty Eight Billion Eight Hundred Ninety Seven Million Seven Hundred Eighty Eight Thousand One Hundred and Ten Baht) divided into 3,889,778,811 shares (Three Billion Eight Hundred Eighty Nine Million Seven Hundred Seventy Eight Thousand Eight Hundred and Eleven shares) with a par value of Baht 10 (Ten Baht) each, categorized into ordinary shares in the number of 3,190,025,281 shares (Three Billion One Hundred Ninety Million Twenty Five Thousand Two Hundred and Eighty One shares),

108

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

preference shares in the number of 699,753,530 shares (Six Hundred Ninety Nine Million Seven Hundred Fifty Three Thousand Five Hundred and Thirty shares)” And, that the matter be submitted to the Annual General Shareholders Meeting for the year 2003 for consideration and approval. 8.

Approved the increase of the registered capital from Baht 38,897,788,110 to Baht 43,892,281,600 by issuing 499,449,349 new ordinary shares at a par value of Baht 10 each to reserve for the exercise of the warrant holders under the ESOP 2003 Project and to allot to investors on a private placement basis and to IFC; the capital relating to them has been reduced as per Clause 6 (details of allotment thereof are as per Clause 10). And, that the matter be submitted to the Annual General Shareholders Meeting for the year 2003 for consideration and approval.

Approved the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the registered capital of the Company in line with the increase of the registered capital to be as follows: “Clause 4.

Registered capital of Baht 43,892,281,600 (Forty Three Billion Eight Hundred Ninety Two Million Two Hundred Eighty One Thousand and Six Hundred Baht) divided into 4,389,228,160 shares (Four Billion Three Hundred Eighty Nine Million Two Hundred Twenty Eight Thousand One Hundred and Sixty shares) with a par value of Baht 10 (Ten Baht) each, categorized into ordinary shares in the number of 3,689,474,630 shares (Three Billion Six Hundred Eighty Nine Million Four Hundred Seventy Four Thousand Six Hundred and Thirty shares), preference shares in the number of 699,753,530 shares (Six Hundred Ninety Nine Million Seven Hundred Fifty Three Thousand Five Hundred and Thirty shares)” 109

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

And, that the matter be submitted to the Annual General Shareholders Meeting for the year 2003 for consideration and approval. 10. Approved the allotment of 499,449,349 new ordinary shares at a par value of Baht 10 pursuant to the capital increase as follows: (a)

(b)

(c)

19,862,729 shares will be reserved for the exercise of the rights by the warrant holders to be issued and offered to directors and employees of the Company and/or its subsidiaries under the ESOP 2003 Project; 450,000,000 shares will be allotted for offering on a private placement basis in accordance with the Notification of the Securities and Exchange Commission No. Kor. Jor. 12/2543 regarding the application and permission for offering of new shares. Such offering may be in one or several tranches. The Meeting also passed a resolution to offer such shares at a price below the par value of the share but not at a price lower than Baht 6 per share. 29,586,620 shares will be allotted for offering to the International Finance Corporation (IFC) pursuant to the agreement between the Company and IFC which is a financial institution providing a partial guarantee to the Company's debentures and offering loan to the Company.

The Meeting also passed a resolution authorizing the Board of Directors and/or the President and/or any one of the authorized directors of the Company to have power to take any action necessary and incidental to the issue and offering of the shares mentioned in clause 10 (b) and (c) above in all respects, including to determine conditions and details of the offering, for example, the offering price or the offering date, which may be made at one time for the whole amount or at several times, and to appoint any substitute to perform the same. Furthermore, the increase of the registered capital under Clause 10 (b) and (c) above is an increase of capital in accordance with the past resolution of the Annual General Shareholder Meeting No. 1/2545. Said resolution has been revoked by operation of laws as it is necessary for the Company to reduce its registered capital by canceling the shares not yet issued first and then increase its registered capital to other amounts as mentioned in Clause 6 above. Therefore, the Company needs to 110

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

increase its registered capital and re-allot the shares under Clause 10 (b) and (c) so that the Company is still able to offer 450,000,000 shares to investors on a private placement basis at the price lower than the par value and the 29,586,620 shares to IFC so that the Company would not violate the provisions in the loan agreement made with IFC. And, that the matter be submitted to the Annual General Shareholders Meeting for the year 2003 for consideration and approval. 11.

Fixed the date of the Annual General Shareholders Meeting of the Company for the year 2003 to be on 11 April 2003 at 2.00 p.m. at the Auditorium Room on the 21st Floor, Telecom Tower, located at No. 18 Ratchadaphisek Road, Huai Khwang District, Bangkok; the agenda is as follows: 11.1. Adopt the minutes of the Extraordinary Shareholders Meeting No. 1/2545 (the Board is of the opinion that the said minutes should be adopted); 11.2. Acknowledge the report on the result of business operation of the company for the year 2002; 11.3. Consider and approve the Balance Sheet and the Profit and Loss Statements of the Company for the fiscal year ended December 31, 2002 (the Board is of the opinion that the said Balance Sheet and the Profit and Loss Statements of the Company should be approved); 11.4. Consider and approve the payment of dividends and appropriation of net profits for the year 2002 operating results (the Board is of the opinion that the Company not pay dividends nor appropriate a reserve fund); 11.5. Consider the reappointment of directors in place of those who retired by rotation and the appointment of an additional new director (the Board is of the opinion that the retiring directors, namely 1. Mr. Vitthya Vejjajiva, 2. Dr. Kosol Petchsuwan, 3. Mr. Joti Bhokavanij, 4. Mr. Dhanin Chearavanont, 5. Mr. Sumet Jiaravanon, 6. Mr. Chaleo Souvannakitti, 7. Dr. Ajva Taulananda, and 8. Mr. Supachai Chearavanont should resume their positions as the directors of the Company, and that Mr. Lee G. Lam should be appointed as the additional new director so that the number of the directors of the Company will be 25 persons); 111

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

11.6. Consider the appointment of auditors and fix their remuneration for the year 2003 (the Board is of the opinion that auditors from Pricewaterhouse Coopers ABAS Limited should be appointed as the auditors and that the Board will submit their remuneration to the shareholders meeting for consideration); 11.7. Consider and approve the issue and offering of debentures (the Board is of the opinion that the issue and offering of debentures should be approved); 11.8. Consider and approve the issue and offering of the warrants to purchase the Company’s ordinary shares to directors and employees at executive level of the Company and certain of its subsidiaries in the total number of not exceeding 35 persons (the “ESOP 2003 Project”). (the Board is of the opinion that the issue and offering of the warrants under the ESOP 2003 Project should be approved); 11.9. Consider and approve the issue and offering of warrants to the directors and employees at executive level of the Company and/or its subsidiaries who will be entitled to receive said warrants under the ESOP 2003 Project in an amount greater than 5 percent of the total warrants issued and offered under the ESOP 2003 Project on an individual basis as per details in Annex A (the Board is of the opinion that the issue and offering of the warrants to said persons should be approved); 11.10. Consider and approve the reduction of the registered capital of the Company by canceling 556,339,381 ordinary shares which have not yet been issued (the Board is of the opinion that the reduction of the registered capital of the Company should be approved so that the Company can increase its capital to another amount); 11.11. Consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the registered capital of the Company in line with the reduction of the registered capital (the Board is of the opinion that amendment of the Memorandum of Association of the Company in line with the reduction of the registered capital should be approved); 11.12. Consider and approve the increase of the registered capital of the Company 112

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

from Baht 38,897,788,110 to be Baht 43,892,281,600 (the Board is of the opinion that the increase of the registered capital of the Company should be approved); 11.13. Consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the registered capital of the Company in line with the increase of the registered capital (the Board is of the opinion that amendment of the Memorandum of Association of the Company in line with the increase of the registered capital should be approved); 11.14. Consider and approve the allotment of new ordinary shares pursuant to the increase of the registered capital and consider and approve the offering of 450,000,000 shares to investors on a private placement basis at the price lower than the par value of the share (the Board is of the opinion that the allotment of the new shares pursuant to capital increase as per details in Clause 10 above should be approved and the that the offering of the said shares at the price lower than the par value of the share should be approved); and 11.15. Other business, if any. 12. Approved that the closing date of the Share Register Book of the Company to determine the right to attend the Annual General Shareholders Meeting of the Company for the year 2003 be on 21 March 2003 at 12.00 noon until the shareholders meeting is finished. 13. Authorized Mr. Supachai Chearavanont, President and Chief Executive Officer of the Company and/or Mr. Athueck Asvanund, Vice Chairman and Group General Counsel to have the power under the limitation of law to amend and/or add the date, time and agenda of the shareholders meeting, as well as the closing date of the Share Register Book for the purpose of determining the rights of the shareholders to attend the said shareholders meeting.

113

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Annex A) Details of ESOP 2003 1.

Objectives and necessities of offering securities to directors and employees at executive level of the Company and the Company's certain subsidiaries (the "Subsidiaries"). The objectives of the ESOP is to motivate and compensate the directors and employees at executive level of the Company and the Subsidiaries to perform their duties to the best of their abilities for the best interests of the Company and the Subsidiaries. This would be indirectly beneficial to the Company and its shareholders, and to motivate the directors and employees at executive level to work for the Company and the Subsidiaries on a long-term basis.

Preliminary Details of Warrants to Purchase the Company's Ordinary shares ("Warrants") Type of Warrants

Warrants to purchase the Company's ordinary shares, in registered form and non-transferable, unless by hereditary transfer in case of death.

Total Number of Warrants to be Offered

Not exceeding 19,862,729 units

Reserved Shares

19,862,729 shares (at Baht 10 par value), or 0.54 percent of the total number of issued shares or 3,694,497,214 shares as at 27 February 2003 and when aggregated with the 39,600,000 shares reserved for the exercise of the Warrants already offered to directors and employees of the Company pursuant to the resolution of the Annual General Meeting of Shareholders for the year 2000 held on 27 April 2000 at a discount price in the number of 39,600,000 units which will amount to 1.61 percent of the total issued shares of the Company and if aggregated with the 37,131,597 shares 114

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

reserved for the exercise of the Warrants already offered to directors and employees of the Company pursuant to the resolution of the AGM of shareholders for the year 2002 held on 12 April 2002 at a nondiscount price in the number of 37,131,597 units, the Warrants to be issued this time will amount to 2.61 percent of the total number of issued shares of the Company. Offering Price per Unit

Baht 0 (zero Baht)

Offering Period

The offering shall be completed within one year from the date on which the program is approved by the Securities and Exchange Commission (the "SEC").

Term

Not exceeding 5 years from the issuance and offering date.

Allocation Method

Allocation of warrants to the directors and employees at executive level of the Company and the Subsidiaries at not exceeding 21 persons at one time, and not offering through the intermediary.

Issuance and Offering Date

The Company's Board of Directors and/or the persons entrusted by the Board of Directors will determine the date of issuance and offering of Warrants after the Company has been granted approvals from the Shareholders' Meeting and the Office of the SEC.

Exercise Ratio

One unit of Warrant will be entitled to purchase one ordinary share.

Exercise Price

The closing price of the Companyâ&#x20AC;&#x2122;s shares traded on the Stock Exchange of Thailand on the business day prior to the date of issuance and offering. 115

TelecomAsia Public Company Limited

Exercise Period

Annual Registration Statements (Report Form 56-1)

The directors and employees at executive level of the Company and/or the Subsidiaries shall be entitled to exercise the Warrants to purchase the Company's ordinary shares as per details below: The directors and employees at executive level of the Company and/or the Subsidiaries shall be entitled to receive 3 sets of Warrants at the same time on the date of issuance and offering of the Warrants; each set of Warrants shall amount to one third of the total number of Warrants so allocated to those persons. Each set of Warrants shall have the following exercise period: First Set of Warrants Directors and employees at executive level of the Company and/or the Subsidiaries are entitled to exercise the right to purchase the ordinary shares thereunder, either in whole or in part, 1 year after the Warrants are issued to them, until the Warrants are expired. Provided that the Warrant holder shall exercise the right to purchase at least 100 shares or multiples thereof, except in the case where the holder has the right to purchase less than 100 shares. Second Set of Warrants Directors and employees at executive level of the Company and/or the Subsidiaries are entitled to exercise the right to purchase the ordinary shares thereunder, either in whole or in part, 2 years after

116

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

the Warrants are issued to them, until the Warrants are expired. Provided that the Warrant holder shall exercise the right to purchase at least 100 shares or multiples thereof, except in the case where the holder has the right to purchase less than 100 shares. Third Set of Warrants Directors and employees at executive level of the Company and/or the Subsidiaries are entitled to exercise the right to purchase the ordinary shares thereunder, either in whole or in part, 3 years after the Warrants are issued to them, until the Warrants are expired. Provided that the Warrant holder shall exercise the right to purchase at least 100 shares or multiples thereof, except in the case where the holder has the right to purchase less than 100 shares. Provided further that the Board of Directors and/or person(s) entrusted by the Board may stipulate that Warrant holder be entitled to purchase the shares prior to specified period, including to specify the exercise period under the Warrants to end prior to the stated maturity thereof in the event of occurrence of certain circumstance, such as the loss of the employment status of the said directors and employees at executive level. Exercise Date and Exercise Notice (s)

To be fixed by the Board of Directors and/or the person(s) entrusted by the Board.

117

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Assistance from the -NoneCompany in Respect of Sources of Funds for Directors and Employees at executive level of the Company and Subsidiaries Rights and Interests Other than those Normal Rights and Interests from Ordinary Share 3.

-None-

List of all directors and employees at executive level of the Company and its Subsidiaries who are eligible to be allocated Warrants in excess of 5 percent of Warrants to be issued and offered this time which has been approved by the Compensation Committee Name

Position

1.Mr. Supachai President and Chief Officer of Chearavanont Executive the Company and Director of Wire & Wireless Co., Ltd. 2.Mr. Athueck Vice Chairman and Group General Asvanund Counsel of the Company and Director of Wire & Wireless Co., Ltd. 3. Mr. Chatchaval Director and Executive Director of the Jiaravanon Company and Directors of Nilubon Co., Ltd. and Wire & Wireless Co., Ltd. 4. Mr. Vichaow Director and Managing Director of Rakphongphairoj the Company 5. Mr. William E. Chief Financial Officer of the Company Harris

Number of Allocated Warrants 3,696,402

% of Total Allocated Warrants 18.61

2,021,470

10.18

1,940,611

9.77

1,617,176

8.14

1,297,838

6.53

118

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

Qualifications of Directors and employees at executive level of the Company and its Subsidiaries eligible for Warrants allocation 4.1 Being an employee of the Company or the Subsidiaries at executive level with a minimum of one year of service; 4.2 Being a selected employee of the Company or the Subsidiaries who makes contribution to the Company or the Subsidiaries (as the case may be); 4.3 In exceptional case other than Clause 4.1 and Clause 4.2, the case will be proposed to the Company's Compensation Committee for consideration; and 4.4 The number of Warrants to be allocated by the Board of Directors of the Company to each of the employees of the Company or the Subsidiaries will not necessarily be the same number, but may be varied depending upon the position, work experience, year of service, working performance and potential, as well as benefits providing to the Company and/or the Subsidiaries.

The Board of Directors and/or person(s) entrusted by the Board is authorized to stipulate any other conditions in relation to the ineffectiveness of the exercise of the Warrants or the expiration of the term of the Warrants. For example, in the case where the holder of the Warrants is no longer an employee of the Company or the Subsidiary. In addition, the Board of Directors and/or person(s) entrusted by the Board is authorized to stipulate conditions in relation to the adjustment of the Exercise Price or Exercise Ratio of the Warrants as it deems appropriate

Ordinary shares issued pursuant to the exercised Warrants issued this time shall have the same rights and status as ordinary shares of the Company previously issued by the Company in all respects.

After the expiry of the date set out for the last exercise of the Warrants, if there shall be any Warrants remain unexercised, it shall be deemed that the said Warrants shall cease to have any effect and are not exercisable in any case.

Effects on Shareholders as a result of this Issuance and Offering of Warrants to Directors and employees at executive level of the Company and the Subsidiaries 119

TelecomAsia Public Company Limited

Annual Registration Statements (Report Form 56-1)

8.1 Effects upon price dilution due to exercise of Warrants by directors and employees at executive level of the Company and the Subsidiaries The issuance and offering of Warrants this time will not cause any effect upon price dilution because the Exercise Price is determined as the closing price of the Company's shares, which are traded in the Stock Exchange of Thailand (â&#x20AC;&#x153;SETâ&#x20AC;?) on the business day prior to the date of the issuance and offering of the Warrants. 8.2 Effects upon existing shareholders due to reduced ownership ratio or control dilution in case Warrants are exercised by all directors and employees at executive level of the Company and the Subsidiaries as calculated from the present paid-up capital: Number of the total issued shares

3,694,497,214 shares

(at a par value of Baht 10 each) Number of all shares from Warrant exercise=

19,862,729 shares

(at a par value of Baht 10 each) Total number of share after Warrant exercise=

3,714,359,943 shares

(at a par value of Baht 10 each) Ratio of the existing shareholders after warrant = exercise 9.

99.47 percent

Description and Conditions of Warrants Warrants to be issued and offered to directors and employees at executive level and/or the Subsidiaries shall be subject to rules and regulations pursuant to the Notification of the Office of the SEC No. Kor. Jor. 36/2544 Re: Offering of New Securities to Directors or Employees dated 19 October 2001 or any other notification substituting it and any other relevant rules and regulations.

120

TelecomAsia Public Company Limited

10.

Annual Registration Statements (Report Form 56-1)

Rights of Shareholders in Opposition to the Offering and Sales of Warrants The issuance and offering of Warrants to directors and employees at executive level shall be approved by the Shareholders' Meeting with votes of not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding ten percent of all votes of shareholders attending the meeting. In case of issuance and offering of Warrants to any director and employee at executive level in excess of five percent of all Warrants offered, the Shareholders' Meeting will consider the offer for sale with approval on an individual basis and the resolution must be passed by not less than three quarters of all votes of shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding five percent of all votes of shareholders attending the meeting.

121

Appendix 1

DIRECTORS’ INFORMATION (AS OF 31ST DECEMBER 2002) Name Mr. Narong Srisa-an

Position

Age (year)

TA Share Ownership (31st December 2002)

Independent Director

10,000 shares

Experience

Education - Honorary Master Degree of Economics, Thammasat University

1998-Present Present

Mr. Vitthya Vejjajiva

Independent Director and Chairman of Audit Committee

- Master Degree of Laws Harvard University, U.S.A. - Master Degree of Arts University of Cambridge, London - Bachelor of Laws University of Cambridge, London - English Barrister Gray’s Inn Association

1998-Present

1991-1992 1988 1984 1981 1979

- Independent Director TelecomAsia Corporation Plc. - Chairman Eastern Seaboard Industrial Estate (Rayong) Co., Ltd. - Chairman Advanced Agro Plc. - Chairman of the Executive Board Beer Thai (1991) Co., Ltd. - Vice Chairman and Chairman of the Executive Board Siam Food Products Plc. - Vice Chairman General Tobacco Co., Ltd. - Vice Chairman Berli Jucker Plc. - Executive Director Com-link Co., Ltd. - Independent Director and Chairman of Audit Committee, TelecomAsia Corporation Plc. - Chairman, K Line (Thailand) Ltd. and its subsidiaries - Permanent Secretary of the Ministry of Foreign Affairs - Ambassador Extraordinary and Plenipotentiary of the United States of America - Ambassador Extraordinary and Plenipotentiary of Belgium and the European Community - Ambassador Extraordinary and Plenipotentiary of Canada - Director – General of Department of Economic Affairs

122

Appendix 1 Name Dr. Kosol Petchsuwan

Position

Age (year)

TA Share Ownership (31st December 2002)

Independent Director

and Member of

- Doctorate of Engineering, University of London, England

Audit Committee

Independent Director

1999- Present

- Member of Audit Committee, TelecomAsia Corporation Plc.

1999- Present

- President

- Bachelor of Engineering, University of London, England

Mr. Joti Bhokavanij

Experience

Education

- A Member of The Association of

The Telecommunications Association of Thailand 1997- Present

- Independent Director, TelecomAsia Corporation Plc.

2000-2001

- Chairman, The Aeronautical Radio of Thailand Limited

1997-2001

- Director, The Press Council of Thailand

1998-2000

- Independent Director and Member of Audit Committee, PTT Exploration and Production Plc. - Independent Director and member of the Independent

1999-Present

and Member of

Chartered Certified Accountants,

Audit Committee

England.

TelecomAsia Corporation Public Company Limited

- Programme for Management

2000-2001

Development, Harvard Business School (U.S.A.). - Marketing Management Programme,

Mr. Dhanin Chearavanont

Chairman

- Executive Chairman TISCO Finance Public Company Limited

1994-1997

- Executive Chairman, Thai Wah Group of Companies

1992-1994

- Managing Director and Consult-General of Denmark

Stanford University, Graduate School of

for Bangkok

Business (U.S.A.)

The East Asiatic Company (Thailand) Limited

- The National Defence College of Thailand

1989-Present

- Chairman, TelecomAsia Corporation Plc. - Chairman and Chief Executive Officer,

- Commercial School, Hong Kong

Charoen Pokphand Group Co., Ltd. and

- Shantou Secondary School

Chia Tai Group Co., Ltd.

The Peopleâ&#x20AC;&#x2122;s Republic of China

- Chairman, Charoen Pokphand Foods Plc.

123

Appendix 1 Name Mr. Sumet Jiaravanon

Position

Age (year)

TA Share Ownership (31st December 2002)

Vice Chairman

150,000 shares

Experience

Education - Secondary School

1993- Present

Sarasidhvidhaya, Ratchaburi

- Vice Chairman, TelecomAsia Corporation Plc. - Executive Chairman, Charoen Pokphand Group Co., Ltd.

Dr. Ajva Taulananda

Vice Chairman

- Doctorate of Industrial Engineering and

Present

System, Illinois Institute of Technology,

TelecomAsia Corporation Plc.

U.S.A.

- Vice Chairman

- Master Degree of Industrial Engineering,

Charoen Pokphand Group Co., Ltd.

Iowa State of University, U.S.A.

- Chairman

- Bachelor of Industrial Engineering,

The Thai Chamber of Commerce and

Chulalongkorn University - Special Certificate: Public â&#x20AC;&#x201C; Private joint

Board of Trade of Thailand 1993-1999

defence curricum, Class 1 The National Defence College of Thailand Mr. Chaleo Souvannakitti

Vice Chairman

3,486,900 shares

- Master Degree of Business Administration

- Vice Chairman,

- Director and President TelecomAsia Corporation Plc.

1991-1992

- Deputy Minister, Ministry of Agriculture and Cooperatives

1992- Present

- Vice Chairman, TelecomAsia Corporation Plc. - Director, Telecom Holding Co., Ltd.

Indiana University, U.S.A. - Bachelor of Accounting The faculty of Commerce and Accountancy, Chulalongkorn University

124

Appendix 1 Name Mr. Athueck Asvanund*

Position

Age (year)

TA Share Ownership (31st December 2002)

Vice Chairman

and

Experience

Education - Master Degree of Laws specialized in

1997-Present

International Legal Studies

Group General Counsel

- Director, TelecomAsia Corporation Plc. - Group General Counsel,

New York University, U.S.A.

TelecomAsia Corporation Plc.

- Bachelor of Laws (Honours)

- Director, Telecom Holding Co., Ltd.

Thammasat University

- Director, Asia Multimedia Co., Ltd. - Group General Counsel, Charoen Pokphand Group Co., Ltd. - Director, CP Seven Eleven Corporation Plc. - Director, United Broadcasting Corporation Plc.

Mr. Supachai Chearavanont*

Director, President

1,240,000 shares

- Bachelor of Business Administration in

and

Financial Management

Chief Executive Officer

Boston University U.S.A.

1978-1997

- Baker & McKenzie

1999-Present

- Director, President and Chief Executive Officer TelecomAsia Corporation Plc.

1992- 1999

- Director and Senior Executive Vice President TelecomAsia Corporation Plc.

Mr. Soopakij Chearavanont*

Director

- Bachelor of Business Administration New York University, U.S.A.

Present

- Director, TelecomAsia Corporation Plc.

2000-Present

- Executive Chairman, Telecom Holding Co., Ltd.

1998-Present

- Chairman United Broadcasting Corporation Plc.

1991-Present

- Chairman AT&T Network Technology (Thailand) Co., Ltd.

* Authorized Signatory

125

Appendix 1 Name Mr. Chatchaval Jiaravanon*

Position

Age (year)

TA Share Ownership (31st December 2002)

Director

and

Experience

Education - Bachelor of Business Administration University of Southern California, U.S.A.

Present

- Director, TelecomAsia Corporation Plc.

2001- Present

- Director and Director of Audit Committee

Executive Director

Ticon Industrial Connection Public Company Limited 2000-Present

- President and C.E.O., Telecom Holding Co., Ltd. - Independent Director, Cal-Comp Electronics (Thailand) Plc.

1998-Present

- Executive Chairman, Cambodia Mobile Telephone Co., Ltd.

1997-Present

- President and C.E.O., Asia Multimedia Co., Ltd. - President, Asianet Corporation Co., Ltd. - President, Asia Infonet Co., Ltd.

1990-Present

- Director, Metro Machinery Plc. - Director, Thai Kodama Co., Ltd.

Mr. Vichaow Rakphongphairoj*

Director and Managing Director

150,000 shares

- Master Degree of Business Administration Pepperdine University, U.S.A. - Master Degree of Electrical Engineering

2000- Present

- Managing Director, TelecomAsia Corporation Plc.

1998-2000

- E.V.P., Business & Enterprise, TelecomAsia Corporation Plc.

1997-1998

- E.V.P., Central Operation & Information Technology

University of Wisconsin, U.S.A. - Bachelor of Electrical Engineering

TelecomAsia Corporation Plc. 1996-1997

Arizona State University, U.S.A.

- Region Director, Bangkok-Southeast Region TelecomAsia Corporation Plc.

1995-1996

- Region Director, Bangkok-West Region TelecomAsia Corporation Plc.

* Authorized Signatory

126

Appendix 1 Name Mr. Umroong Sanphasitvong

Position

Age (year)

TA Share Ownership (31st December 2002)

Education

Director

384,000 shares

- Master Degree of Accounting

Experience Present

Thammasat University

- Deputy Group CFO Charoen Pokphand Group Co., Ltd.

- Bachelor of Accounting

- Director

Thammasat University

C.P. Seven Eleven Plc. - Director Vinythai Plc.

Mr. Daniel C. Petri

Director

- Master Degree of Management Science Long Island University, U.S.A.

2002-Present

- Group President - International

2000-2002

- President â&#x20AC;&#x201C; International, Europe and Asia,

- Bachelor of Mechanical Engineering

Verizon Communications

Rutgers University, U.S.A.

Mr. Stephen G. Parker *

Director

- Director, TelecomAsia Corporation Plc. 1998-2000

- President - International, Bell Atlantic Corp.

1995-1998

- President - Global Systems Bell Atlantic/NYNEX

Present

- Director, TelecomAsia Corporation. Plc.

States Army, Officer Branch Course-Field

2000-2002

- Executive Director, Verizon International - Asia

Artillery, Fort Sill, Oklahoma.

1995-2000

- Managing Director

- Distinguished Military Graduate, United

- Bachelor of Science in Civil Engineering-

NYNEX Network Systems Siam Limited

Cum Laude, University of Vermont, Burlington, Vermont. - Graduate Study in Civil Engineering, Massachusetts Institute of Technology.

Bangkok, Thailand 1992-1995

- Executive Managing Director NYNEX Network Systems Company Hong Kong

* Authorized Signatory

127

Appendix 1 Name Mr. Heinrich Heims

Position

Age (year)

TA Share Ownership (31st December 2002)

Director

Experience

Education - Abitur at Schiller Gymnasium, Hamein Studies at the Freie University Berlin,

1998- Present

- Senior Vice President - Export and Project Finance, KfW

1978-1998

- Export Finance, KfW

Present

- First Vice President-Export and Project Finance

- Educational Sciences. Studies at the Freie University Berlin,with - State Examination.(Graduate in Economics) Mr. Klaus Tuengeler

Director

- Abitur (leaving examination) Liebig Gymnasium,Frankfurt/M

Telecommunications, Natural Resources, KfW

- Commercial apprenticeship at Metallgesellschaft AG - Graduated as Technischer Diplombetriebswirt from Karlsruhe University Degree:dipl. rer. pol.(techn) Ms. Gabriele Gunia

Director

- Abitur at Ziehengymnasium, Frankfurt am Main

Present

- Vice President, Asset Securitisation, KfW

- Apprenticeship at Commerzbank AG,

2001-2002

- Vice President, Investor Relations, KfW

1996-2001

- Export and Project Finance Telecommunications, KfW

- Studies at the Johann Wolfgang Goethe

1994-1995

- Delegation to the Ministry of Finance, Bonn

University, Frankfurt am Main, and the

1988-1994

- Position in the areas of Secretariat of Domestic

Frankfurt am Main

Sorborne, Paris, France with State Examination at Johann Wolfgang Goethe University (Gruduate in Business Ad)

and European Credit Affairs, Export and Project Finance, KfW

128

Appendix 1 Name

Position

Age (year)

TA Share Ownership (31st December 2002)

Mr. Claus Stadler

Director

Mr. Andreas Klocke

Director

Experience

Education - Law School of the University of Bielefeld, Germany - M.A. International Relations, University of

Present Present

KANSAS, U.S.A.

- Deputy General Counsel, Head of the Legal Department (Frankfurt), KfW - Head of KfWâ&#x20AC;&#x2122;s South-East Asia Regional office in Bangkok in Charge of KfW Affairs in Thailand and South- East

- DIPLOMA VOLKSWIRT

Asia Region

University of Hamburg, Germany. Mr. Harald Link

Director

50,000 shares

Mr. John J. Lack

Director

- MBA, University of St. Gallen - MBA, Columbia University School of Business

1997- Present

- Managing Partner, B. Grimm & Co. R.O.P.

2000-Present

- Group Vice President Asia, the Verizon Corporation

1998-2000

- Vice President Asia Pacific,

- BS Commerce and Finance, Wilkes University

Bell Atlantic International Wireless 1995-1998

- Chief Operating Officer, Excelcomindo Pratama, Indonesia

129

Appendix 1 ST

EXECUTIVE OFFICERSâ&#x20AC;&#x2122; INFORMATION (AS OF 31 DECEMBER 2002) Name Mr. Supachai Chearavanont

Position

Age (year)

TA Share Ownership (31st December 2002)

Director, President

1,240,000 shares

Experience

Education - Bachelor of Business Administration in

and

Financial Management

Chief Executive Officer

Boston University U.S.A.

1999-Present

- Director, President and Chief Executive Officer TelecomAsia Corporation Plc.

1992- 1999

- Director and Senior Executive Vice President TelecomAsia Corporation Plc.

Mr. Vichaow Rakphongphairoj

Director and Managing Director

150,000 shares

- Master degree of Business Administration Pepperdine University, U.S.A. - Master degree of Electrical Engineering

2000- Present

- Managing Director, TelecomAsia Corporation Plc.

1998-2000

- E.V.P., Business & Enterprise, TelecomAsia Corporation Plc.

1997-1998

- E.V.P., Central Operation & Information Technology

University of Wisconsin, U.S.A. - Bachelor of Electrical Engineering

TelecomAsia Corporation Plc. 1996-1997

Arizona State University, U.S.A.

- Region Director, Bangkok-Southeast Region TelecomAsia Corporation Plc.

1995-1996

- Region Director, Bangkok-West Region TelecomAsia Corporation Plc.

130

Appendix 1 Name Mr. Chatchaval Jiaravanon

Position

Age (year)

TA Share Ownership (31st December 2002)

Director

and

Experience

Education - Bachelor of Business Administration University of Southern California, U.S.A.

Present

- Director, TelecomAsia Corporation Plc.

2001- Present

- Director and Director of Audit Committee

Executive Director

Ticon Industrial Connection Public Company Limited 2000-Present

- President and C.E.O., Telecom Holding Co., Ltd. - Independent Director, Cal-Comp Electronics (Thailand) Plc.

1998-Present

- Executive Chairman, Cambodia Mobile Telephone Co., Ltd.

1997-Present

- President and C.E.O., Asia Multimedia Co., Ltd. - President, Asianet Corporation Co., Ltd. - President, Asia Infonet Co., Ltd.

1990-Present

- Director, Metro Machinery Plc. - Director, Thai Kodama Co., Ltd.

Mr. Athueck Asvanund

Vice Chairman and Group General Counsel

- Master degree of Laws specialized in

1997-Present

International Legal Studies

- Director, TelecomAsia Corporation Plc. - Group General Counsel,

New York University, U.S.A.

TelecomAsia Corporation Plc.

- Bachelor of Laws (Honours)

- Director, Telecom Holding Co., Ltd.

Thammasat University

- Director, Asia Multimedia Co., Ltd. - Director, CP Seven Eleven Corporation Plc. - Director, United Broadcasting Corporation Plc. 1978-1997

- Baker & McKenzie

131

Appendix 1

Name Mr. William E. Harris

Position

Age (year)

TA Share Ownership (31st December 2002)

Chief Financial Officer

100,000 shares

Education - Master of Business Administration, Major in Present Finance and Marketing, Wharton School of the 1998-2000 University of Pennsylvania - Bachelor of Economics, Wharton School of 1993-1998 the University of Pennsylvania

Experience - Chief Financial Officer - Executive Vice President - Corporate Finance TelecomAsia Corporation Plc. - Director, Credit Policy, Verizon Communications, Philadelphia

132

Appendix 1

Information of Directors and Executive Officers (As of December 31,2002) TA

Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19.

Mr. Narong Mr. Vitthya Dr. Kosol Mr. Joti Mr. Dhanin Mr. Sumet Dr. Ajva Mr. Chaleo Mr. Athueck Mr. Supachai Mr. Soopakij Mr.Chatchaval Mr. Vichaow Mr. Umroong Mr. Daniel Mr. Stephen Mr. Heinrich Mr. Klaus Ms. Gabriele

Srisa-an* Vejjajiva * Petchsuwan * Bhokavanij * Chearavanont Jiaravanon Taulananda Souvannakitti Asvanund Chearavanont Chearavanont Jiaravanon Rakphongphairoj Sanphasitvong C. Petri G. Parker Heims Tuengeler Gunia

/ / / / XX X X X X / / / / / / / / / /

20. Mr. Claus 21. Mr. Andreas

Stadler Klocke

/ /

22. Mr. Harald

Link

23. Mr. John

J. Lack

* External Director

Remark

Subsidiaries / Associated Companies TH X

/ / X / / / / / /

Nilubon

/ / /

Yaikaew

K.I.N. (Thailand)

TT&D

/ /

TEMCO

NEC

Nilubon BVI

/ /

/ / /

/ /

XX = Chairman

X = Vice Chairman

/ = Director

133

Appendix 1

Information of Directors and Executive Officers (As of December 31,2002) Subsidiaries / Associated Companies

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

Mr. Narong Mr. Vitthya Dr. Kosol Mr. Joti Mr. Dhanin Mr. Sumet Dr. Ajva Mr. Chaleo Mr. Athueck Mr. Supachai Mr. Soopakij Mr.Chatchaval Mr. Vichaow Mr. Umroong Mr. Daniel Mr. Stephen

W&W Srisa-an* Vejjajiva * Petchsuwan * Bhokavanij * Chearavanont Jiaravanon Taulananda Souvannakitti Asvanund Chearavanont Chearavanont Jiaravanon Rakphongphairoj Sanphasitvong C. Petri G. Parker

17. Mr. Heinrich

Heims

18. Mr. Klaus 19. Ms. Gabriele

Tuengeler Gunia

20. Mr. Claus

Stadler

21. Mr. Andreas

Klocke

22. Mr. Harald

Link

23. Mr. John * External Director

J. Lack Remark

U-NET

IMS

Asia DBS

AWC

UBC

PRN

BITCO

/ / / / XX / /

/ / / /

/ / /

/ / / /

/ / XX / / /

/ / /

/ / / /

/ / XX / /

/ / /

/ /

XX = Chairman

X = Vice Chairman

/ = Director

134

Appendix 1

Remark: Abbreviation TA TH Nilubon TE W7 Yaikaew TI K.I.N.(Thailand) TT&D TEMCO NEC W&W U-NET ANC Asia DBS AI AWC AM UBC PRN BITCO Nilubon BVI

Full name TelecomAsia Corporation Public Company Limited Telecom Holding Co.,Ltd. Nilubon Co.,Ltd. Tele Engineering and Services Co.,Ltd. W7 Rental Services Co.,Ltd. Yai Kaew Co.,Ltd. Telecom International Co.,Ltd. K.I.N. (Thailand) Co.,Ltd. Telecom Training and Development Co.,Ltd. Telecom Equipment Manufacturing Co.,Ltd. NEC Communication Systems (Thailand) Co.,Ltd. Wire & Wireless Co.,Ltd. U-Net Co.,Ltd. Asianet Corporation Co., Ltd. (Formerly named Interactive Media Services Co., Ltd.) Asia DBS Public Company Limited Asia Infonet Co.,Ltd. Asia Wireless Communication Co.,Ltd. Asia Multimedia Co.,Ltd. United Broadcasting Corporation Public Company Limited Public Radio Network Co.,Ltd. Bangkok Inter Teletec Co.,Ltd. Nilubon Co., Ltd. (BVI) 135

Appendix 2

Information of Director of Subsidiaries (as of December 31, 2002) Subsidiaries Name 1. MR. SUPHAWAT 2. MR. ASANEE 3. GEN. SUCHINDA 4. MR. MIN 5. MR. SUNTHORN 6. MR. MONTREE 7. MR. CHATURONG 8. MR. KHACHORN 9. MR. SOMCHAI 10. MR. ANAT 11. MR. KITTIYARN 12. MR. SOMCHAI 13. MR. VIMPARIT 14. MR. PHATTARAPONG 15. MR. THANACHAI 16. MR. SURAPOL 17. MR. ROLF 18. MR. RIAKI 19. MR. MASAYUKI 20. MR. HIROKI 21. MR. SATHORU 22. MR. KIYOFUMI 23. MR. YOICHI 24. MR. NOPPADOL

KHASEMSRI PRAMOTE KRAPRAYOON TIEANWORN ARUNANONDCHAI NAVIKAPOL CHATUPARISOOT CHIARAWANONT WONGPANYAPORN MEKPAIBOONVATANA SAMPANTHARAK PUTTHIPORNSET PAKSUNTHORN PHANSIRI WONGTHONGSRI METHIDOL HERMAN LAUS TANAKA FURIHATA YANAKAWA HINOAUE KUSAKA WATANABE ROJPIMARN

TH Nilubon TE W7 Yai Kaew TI K.I.N. TT&D TEMCO NEC W&W U-NET IMS Asia DBS AI AWC AM Public Radio Network / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

136

Appendix 2

Information of Director of Subsidiaries (as of December 31, 2002) Subsidiaries Name 25. MR. FRANK 26. MR. THAVORN 27. MR. KRAVUD 28. MR. ADHIRUTH 29. MR. THUMNOON 30. MR. SUCHIN 31. MR. MANIJ 32. MR. SUWAT 33. MR. ANANT 34. MR. NUTTHAWUT 35. MISS. NAWARAT 36. MR. VALLOBH 37. MR. WILLIAM 38. MR. NOPPADOL 39. MR. SAN 40. MR. MANIT 41. MR. SAMRAN 42. MS. THIPPAWAN 43. MR. VISIT

DAREL MERCER NAKBUTR KUSUVARN THOTHAVEESANSUK JULMANICHOTI PHENGWORAS SUKCHAYEE JITTHAWET VORATITIPONG CHUPANYA ASSARATNANON VIMOLVANICH E. HARRIS DEJUDOM ASVARAKSHA SAIKRAW PONGPRAYOON WUTTISARN RAKVISITWONG

TH Nilubon TE W7 Yai Kaew TI K.I.N. TT&D TEMCO NEC W&W U-NET IMS Asia DBS AI AWC AM Public Radio Network / / / / / / / / / / / / / / / /

/ / / /

137

Appendix 2

Remark: Abbreviation

Full name

Telecom Holding Co.,Ltd.

Nilubon TE W7 Yaikaew TI K.I.N. TT&D TEMCO NEC W&W U-NET IMS Asia DBS AI AWC AM Public Radio Network

Nilubon Co.,Ltd. Tele Engineering and Services Co.,Ltd. W7 Rental Services Co.,Ltd. Yai Kaew Co.,Ltd. Telecom International Co.,Ltd. K.I.N. (Thailand) Co.,Ltd. Telecom Training and Development Co.,Ltd. Telecom Equipment Manufacturing Co.,Ltd. NEC Communication Systems (Thailand) Co.,Ltd. Wire & Wireless Co.,Ltd. U-Net Co.,Ltd. Interactive Media Services Co.,Ltd. Asia DBS Public co.,Ltd. Asia Infonet Co.,Ltd. Asia Wireless Communication Co.,Ltd. Asia Multimedia Co.,Ltd. Public Radio Network Co.,Ltd.

138

(Translation)

CORRECT CERTIFICATION OF DISCLOSED INFORMATION We have inspected details and information in the 56-1 Form of the year 2002, certified that such details and information are true and correct and there are not a fabrication, making a misunderstanding or lack of any material details needed to inform which may affect against stockholders or subscribers. As an evidence of certified true and correct documents be integrated in the same set, we have empowered Mr. William E. Harris, Mr. Thanit Vinijsorn and Ms. Rangsinee Sujaritsunchai to initial on every page of the documents. If any document has no signatories of Mr. William E. Harris, Mr. Thanit Vinijsorn and Ms. Rangsinee Sujaritsunchai, it shall be deemed that such documents are not our certified document. NAME

POSITION

SIGNATURES

1. Mr. Supachai Chearavanont

Director President and Chief Executive Officer

__________________

2. Mr. Athueck

Asvanund

Vice Chairman and Group General Counsel

__________________

3. Mr. Vichaow

Rakphongphairoj Director and Managing Director

__________________

4. Mr. Stephen

G. Parker

Director

__________________

5. Mr. Soopakij

Chearavanont

Director

__________________

Director

__________________

1. Mr. William E. Harris

Chief Financial Officer

__________________

2. Mr. Thanit

Deputy Director, Head of ________________________ General & Payable Accounting

6. Mr. Chatchaval Jiaravanon Authorized Persons

Vinijsorn

3. Ms. Rangsinee Sujaritsunchai

Deputy Company Secretary __________________

Hence, the 56-1 Form of the year 2002 has already been approved by the Board of Directors No. 2 /2546