TRUE : FORM 56-1 For the Year 2005 by True Corporation Public Company Limited

(Translation) Annual Registration Statement (Report form 56-1)

True Corporation Public Company Limited

Contents Page Part I

Executive Summary

Part II

The Listed Company

1. Risk Factors

2. Nature of Business

3. Details of each Business Line

3.1

Products and Services

3.2

Marketing Strategy

3.3

Distribution and sales

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 the Executive Officers

9.3

Corporate Governance Report

9.4

Insider Trading Policy

9.5

Personnel

10. Internal Controls

11. Connected Transactions

12. Financial Status and Performance

12.1 Company’s Auditors and Significant Accounting Policies 12.2 Summary of Financial Statements

100

12.3 Financial Ratios

103

12.4 Management’s Discussion and Analysis

104

12.5 Audit Fees

112

13. Other Related Information

Part III

113

Appendix 1: Information of Directors and Executive Officers

115

Appendix 2: Information of Director of Subsidiaries

128

Acknowledgement of the correctness of the information

132

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

PART I EXECUTIVE SUMMARY True Corporation Public Company Limited, (“TRUE” or the “Company”) and its affiliates, provide telecommunications services under the Agreement for Joint Operation and Joint Investment for Expansion of Telephone Services (“Agreement for Joint Operation and Joint Investment”) awarded by the Telephone Organization of Thailand (currently is TOT Corporation Plc. or “TOT”) and True’s subsidiary made the Agreement to Operate and to Provide Cellular System Radio Telecommunication Services of Digital PCN (Personal Communication Network) 1800 (“Agreement to Operate and to Provide Cellular System Radio Telecommunication Services”) with the Communications Authority of Thailand (currently is CAT Telecom Plc. or “CAT”). The Company’s vision is to become the leader in convergence solutions and a lifestyle enabler. The True group is well placed to take advantage of this convergence. We are Thailand’s most integrated operator and our strategy is to drive growth by being the leader in convergence solutions and a lifestyle enabler. By integrating our mobile, broadband, fixed line and pay-TV assets (with the acquisition of UBC), we will be able to offer the “triple play” of voice, data and video services plus mobile – a so called “quadruple play”. While the True group saw many opportunities for growth in 2006, there were a number of general and specific factors that may affect the Company’s performance and that of its subsidiaries. Please see details in “Risk Factors” in Part II The True group’s businesses could be classified into six categories as follows: 1) Wireless from which the companies earn major income about 54.40 percent of the total income (as of 31st December 2005), 2) Fixed line and Value Added Services, 3) Multimedia Network and Broadband, 4) Data Service, 5) Internet, and 6) Other Businesses Consolidated and Company Balance Sheets and Financial Highlights 2005 are as follows: - Total assets Baht 108,058 - Total liabilities Baht 107,751 - Total shareholders’ equity Baht 307 - Net profit (loss) Baht (4,269)

as at 31 December million million million million

More details could be found in Part II of this report which is corporate information.

In this Form 56-1, “TRUE”, “Company”, “Affiliates”, and “Subsidiaries” refer to True Corporation Public Company Limited and/or its affiliates and/or its subsidiaries. In case of uncertainty of which company is responsible or execute and of which businesses appeared in the Form 56-1, you may send your questions to IR Office True Corporation Public Company Limited 18 True Tower, Ratchadaphisek Road, Huai Khwang, Bangkok 10310 Telephone 66 (0) 2699-2515 Fax 66 (0) 2643-0515 E-mail: ir_office@truecorp.co.th

TRUETB: Executive Summary

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

PART II THE LISTED COMPANY True Corporation Public Company Limited, Type of Business: Telecommunication Head Office: 18 True Tower, Ratchadaphisek Road, Huai Khwang, Bangkok 10310 Public Company Registration No. Bor Mor Jor. 82 Home Page: www.truecorp.co.th Telephone: 66(0) 2643-1111

TRUETC: The Listed Company

Fax: 66(0) 2643-1651

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

1. RISK FACTORS While True group saw many opportunities for growth in 2006, there were a number of general and specific factors that affected the Companyâ&#x20AC;&#x2122;s performance and that of its subsidiaries. Risks relating to our operations We have experienced, and expect to continue to experience, increasing competition in the businesses in which we operate. True and its subsidiaries, particularly True Move (formerly TA Orange) and its Internet and broadband businesses, face increasing competition. The Thai mobile communications sector has recently experienced intense price competition, with True Move and several of its competitors significantly reducing tariffs during the period from April to June 2005. Despite increases in tariffs after this period of price competition, our blended ARPU for mobile declined by 10% in the year 2005, primarily as a result of this competition. Recent changes of ownership in our key competitors may also expose us to competition from foreign-owned operators with more advanced technology, experience in other competitive markets and greater financial resources than we enjoy. In the broadband Internet market, we face competitors ranging from start-up Internet companies to multinational companies, whose applications for ISP licenses have recently been approved by the National Telecommunication Commission (NTC). In the wireline business, we expect to face growing competition from new licensees granted by the NTC as well as from Voice over Internet Protocol (VoIP) services, whose tariffs are lower than that for traditional wireline operators. To date, the NTC has issued VoIP licenses applying only to services for calls made from computer-to-computer and computer-totelephone, whereas telephone-to-computer and telephone-to-telephone calls via VoIP services are still prohibited. We expect competition to remain intense in the future, but we believe the True group is well positioned to meet this given its leadership position in the Internet/Broadband market and True Moveâ&#x20AC;&#x2122;s expanding customer base. True, via its subsidiaries, has applied for new licenses to take advantage of new opportunities offered by regulatory reform. Up to the time of writing, we have been granted an ISP license and have applied for licenses for an international Internet gateway, Internet Exchange, cellular and fixed line services. Rapid technological change could also adversely affect the viability of Trueâ&#x20AC;&#x2122;s business and make its own technology less competitive. The communications industry is characterized by rapid changes in technology, evolving customer needs and new products and services. These changes are, in some cases, brought about by regulators opening up the market. Key emerging technologies for the Thai communications industry in the near future are expected to include third generation (3G) mobile phones, wireless broadband, and VoIP services for which the NTC has or is planning to issue licenses. In order to respond successfully to emerging industry trends,

TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

we may be required to make substantial capital expenditure given the industry’s capital intensive nature. However, we believe that integrated operators, such as ourselves, with diversified services, products, revenues and customer bases, are in a better position to cope with these rapid changes than are ‘pure play’ operators. We believe that we have a stronger ability to manage potential revenue cannibalization from new technologies by being able to keep services and revenues ‘in-house’ and by being able to balance traffic across our mobile, broadband, and fixed line services. Our future success depends on our key personnel and continued operations of our network and services. Our success depends on the continued contribution of our management and employees as well as the continued operation of our network. We have established human resource policies in order to retain and develop our management team and staff. Compensation is set at a competitive rate compared to the market. In addition, we have established recruitment processes to ensure that we recruit capable staff in the first place. Continued unrest in the southern part of Thailand, as well as unforeseen disasters, may cause temporary disruption in certain geographical areas of our business. The southern part of Thailand has recently experienced increasingly frequent incidents of violence. True Move and several other cellular operators recently experienced temporary interruption of services following damages to a number of cell cites as a result of the violence. Incidents such as these, over which we have no control, may continue to have an impact on our businesses.

Risks relating to regulatory environment Thailand’s communications industry is in a state of transition and a significant degree of uncertainty exists regarding the regulatory environment. In accordance with Thailand’s commitment to the World Trade Organization, or the WTO, to liberalize its telecommunications sector by 2006, the Thai government embarked on a reform of the country’s telecommunications regulatory regime with the passage of two major legislative acts: the act on Organizations Allocating Frequency Waves and Supervising Radio and Television Broadcasting and Telecommunications Business, or the NTC act, in March 2000; and the Telecommunications Business Operation Act, or the TBO Act, in November 2001. In October 2004, the National Telecommunication Commission, or the NTC, was established as the new independent regulator of the telecommunications industry, assuming the regulatory functions previously exercised by the Telephone Organization of Thailand (now known as TOT Corporation Public Company Limited or the TOT), the Communications Authority of Thailand (now known as CAT Telecom Public Company Limited, or CAT), and the Post and Telegraph Department. During the first three quarters of 2005, we faced a shortage of available mobile phone numbers. We were finally allocated an additional one million numbers in August 2005. Since then, the NTC has allocated us an additional two million numbers in February

TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2006, in accordance with new regulations that stipulate a maximum 15-day period for consideration and approval. From its establishment until the end of the year 2005, the NTC has issued regulations prescribing, among other things (i) licensing requirements for the various defined categories of telecommunications services (ii) eligibility requirements and application procedures for the three categories of telecommunications licenses available in Thailand (iii) interim measures for allocating telephone numbers (iv) interim telecommunications license fees and (v) interim ISP license fees. The NTC has also declared plans to issue a number of policies and regulations in 2006, including Consumer Protection, Competition Code, Interconnection and 3G regulations. These new regulations could put us at a disadvantage to our competitors. It is also possible that policies imposed by the NTC may affect True’s operating costs and/or increase competition in the sectors in which we operate. The NTC’s interim telecommunications license fee regulation has set out a lower tariff structure for new entrants that operate under the licensing regime than the tariffs that are applicable to the existing concessionaires, such as True and its subsidiaries, that are operating their businesses under the concession agreements granted by TOT and CAT. This could put the existing concessionaires at a disadvantage to the new entrants. To mitigate against this, the True group will apply for new licenses that are offered by the NTC. The True group will also continue to play an active role in discussions with the NTC regarding the telecommunication industry’s regulatory environment and to advocate free-and-fair competition on a level playing field. We compete with our concession grantors and this has led to and could continue to lead to disputes with them, which could affect our operations. True and its subsidiaries operate under the “Agreement for Joint Operation and Joint Investment for Expansion of Telephone Services” and/or licenses granted by TOT Corporation Public Company Limited (TOT) and “Agreement to Operate and to Provide Cellular System Radio Telecommunication Services of Digital PCN (Personal Communication Network) 1800” granted by CAT Telecom Public Company Limited (CAT). A dispute with either TOT or CAT over compliance with the said agreements could affect the True group’s ability to conduct business. The Agreement for Joint Operation and Joint Investment could be cancelled by TOT if True violates laws relating to public or national security, the Company is placed under receivership by a court in a bankruptcy case, or willfully and continually breaches the said agreement in any material respect. However, TOT must submit the case to the Arbitration Tribunal for adjudication before it can cancel the said agreement with True. Under the revenue sharing provisions of the Agreement for Joint Operation and Joint Investment, TOT collects all of True’s fixed line revenues and retains a portion for revenue sharing. TOT may withhold or delay payments from revenues collected for True to offset any obligations it believes it is owed (although this has not occurred to date).

TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

As well as being the grantor of the Agreement for Joint Operation and Joint Investment, TOT is also our main competitor in the BMA fixed line market. This has and could continue to lead to disputes between the True group and TOT, which can deny or put on hold our requests to launch new services. TOT and the True group have brought some disputes to the Administrative Court and the Arbitration Tribunal for adjudication. We may not be able to successfully resolve any of these disputes in our favor, and if we were unsuccessful, our business and financial condition could be affected. Up to the time of writing, the Courts have delivered judgments both in favor and against cases brought to the Courts by True. For detailed information of material arbitration proceedings we are involved in with TOT, see “Legal Disputes”. Risks relating to financial situation Our operations are restricted by debt and other financial agreements and are subject to exchange rate and interest rate movements that may increase interest payments and other financial obligations. The True group’s operation is restricted by a number of debt and other financial agreements. These agreements could prohibit us from exploiting good business opportunities or lead to accelerated debt repayment if TOT cancels the concession agreement with True. However, TOT must seek an arbitration decision in order to cancel the concession agreement. The True group is subject to exchange rate fluctuations, which could increase interest payments. True and its subsidiaries had total consolidated debt of Baht 95.4 billion as at December 31, 2005, including a bridging loan to buy UBC shares. Of this total consolidated debt, 24 percent is denominated in foreign currencies (Japanese Yen and US Dollar). In 2005, True group had consolidated capital expenditure of approximately Baht 10.3 billion, 32.4 percent of which was in foreign currencies. The True group has put in place hedging tools to reduce its exposure to exchange rate fluctuations, primarily for the majority portion of a USD 170 million loan belonging to True Move and a USD 291 million bridging loan for the UBC acquisition. However, there is no hedging in place for the Japanese Yen denominated loan of Baht 3.9 billion, which matures in 2014 to 2017. Of True’s total consolidated debt 54.5 percent is subject to floating interest rates and vulnerable to rate increases. However, interest rates for some parts of True Move’s debt will step down over time if it is able to achieve conditions set out in its loan agreement. We may not be able to pay a dividend to shareholders. As at the end of 2005, True reported a net loss of Baht 4.3 billion with a retained loss of Baht 47.7 billion due largely to the Thai Baht currency devaluation in 1997. In accordance with Thailand’s Public Company Limited Act, True is able to pay dividends to its shareholders only from profits earned, after provision has been made for a legal reserve, and after cumulative losses have been depleted. Therefore, shareholders may not receive a dividend in the near future as is stated in True’s dividend policy.

TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Risks relating to UBC acquisition. We may not realize the anticipated benefits of the possible integration of United Broadcasting Corporation Public Company Limited, or UBC, and we may share a number of risks associated with the UBC business. We believe that we will accrue a number of benefits from the acquisition of UBC, which include, among others: improvement in our ability to drive subscriber and revenue growth through bundling and cross-selling of services; improvement in our ability to manage churn rates; and improved access to rich content assets. Achieving the anticipated benefits from the acquisition may depend on, among others, commitment of time and focus from True management, the ongoing development of our existing operations, and market readiness for new products and services. We may not be able to realize the anticipated benefits from the acquisition and we may have to share a number of risks associated with the UBC business, including, among others, the following:

UBC relies on third-party suppliers for substantially all of its programming. If UBC is unable to obtain attractive programming or if the cost of this programming substantially increases in the future, its revenues would be adversely affected.

Unauthorized access to UBCâ&#x20AC;&#x2122;s programming signals is difficult to prevent and will adversely affect its results of operations, cash flow and programming arrangements.

UBCâ&#x20AC;&#x2122;s core pay television business is susceptible to new competitors and indirect competition that could reduce its market share and cause its results of operations and cash flow to suffer.

UBC is subject to significant foreign exchange risk because a substantial portion of its revenues is denominated in Baht while a significant portion of its obligations is denominated in U.S. dollars.

TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2. NATURE OF BUSINESS Company Background and Major Developments True is the most integrated communications solutions provider in Thailand. We were incorporated in November, 1990, and registered as a public limited company in 1993 under our former name, TelecomAsia Corporation Public Company Limited. We began trading on the Stock Exchange of Thailand in December 1993 with the security symbol “TA”. In April 2004, as part of a rebranding under the ‘‘True’’ brand name, we changed our name to True Corporation Public Company Limited and adopted the security symbol “TRUE”. Backed by Asia’s largest agro-conglomerate, the Charoen Pokphand Group (with an approximately of 34 percent shareholding), we provide consumers, small and medium enterprises, and corporations with a full range of voice, data and multimedia solutions customized to meet their needs. We are a leading fixed line service provider and the largest broadband provider in the Bangkok Metropolitan Area (BMA), and a major player in the cellular, Internet and pay-TV markets. Major subsidiary and affiliated companies in the True Group include True Move (formerly TA Orange), the third largest mobile phone operator in Thailand, True Internet, No.1 ISP, and United Broadcasting Corporation (UBC), Thailand's leading pay television operator. In 1991 we entered into a Build-Transfer-Operate (BTO) Agreement with TOT Corporation Public Company Limited (TOT) to build, install, jointly operate and maintain a two million-line wireline network in the BMA for a period of 25 years. We commenced receiving revenue from the operation of our wireline network in November 1992. In September 1995, we were granted approval to expand our wireline network by an additional 600,000 lines. We received additional approvals to provide value-added, public payphone and other services, and launched the PCT service in 1999, hi-speed data transmission services including ADSL and cable modem in 2001, and Wi-Fi services in 2003. In October 2001, we indirectly acquired a 41.1% equity interest in TA Orange. Full commercial launch of TA Orange’s mobile telecommunications service in Thailand took place in March 2002. In September 2004, we increased our shareholding in TA Orange to 82.86% and began to fully consolidate the results of Bangkok Inter Teletech Co., Ltd/TA Orange from the beginning of the fourth quarter of 2004. At the end of 2005, the True group had an annual turnover more than Baht 51 billion, infrastructure investments of more than Baht 100 billion, and employed more than 9,000 staff.

TRUETE: Nature of Business

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Key Developments in 2005 February 2005

TA Orange signs a USD 133 million contract with Alcatel to expand its GSM/GPRS mobile network coverage and capacity and to upgrade its network with EDGE, 3G/UMTS and mobile Next Generation Network. TA Orange launches Music World, a value-added non-voice service offering mobile music.

March 2005

True launches VDSL (Very high bit-rate Digital Subscriber Line) technology for corporate and SME customers. Launch of ‘True Sphere’, a customer affinity program targeted at elite customers.

April 2005

True launches Thailand’s first pre-pay hi-speed Internet service. ‘True Station’ Internet cafes make their debut in mass transit stations throughout Bangkok.

May 2005

True launches White Net, an Internet filtering service for families and children.

June 2005

NC True, a joint venture with Korea’s NC Soft, launches ‘Lineage II’, a top rating 3D Massive Multi-Player Online Role Playing Game (MMORPG). True opens its first lifestyle concept shop, showcasing True and TA Orange services and products. True extends the ‘All Together Bonus’ to include university students, offering a maximum bonus of Bt 5,000 free off-peak talk-time on TA Orange for university tuition fee receipts.

July 2005

True upgrades its Internet backbone to 10 Gbps.

August 2005

True lowers barriers to broadband Internet, launching a Bt 1 modem campaign. True partners with Intel to pilot WiMax technology in Thailand.

September 2005 True launches Trueworld.net, an online portal offering music, games, e-books, and sports content. TA Orange launches Blackberry services. True launches True Money subsidiary to operate an electronic cash and payment business, and introduces Mobile Money Cash Card allowing customers to purchase True services and content.

TRUETE: Nature of Business

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

December 2005 True extends its lifestyle brand by collaborating with Siam Ocean World to offer multi-media information at Thailand’s largest aquarium. True shareholders approve the acquisition of pay-TV operator UBC, paving the way for True to become a ‘triple player’ with market leadership in voice, data, and video. The final phase of debt restructuring for the PCT business is completed, leading to a gain of Bt 801 million. TA Orange subscriber base reaches 4.5 million at year-end. The number of broadband subscribers reaches 300,322 at year-end, representing approximately 80% of the broadband market in the Bangkok Metropolitan Area. The number of True Wi-Fi hotspots exceeds 2,000 at year-end. February 2006

TA Orange changes its name to True Move, allowing True to better leverage the synergies of the True brand.

Awards received in 2005

True was named “Best Competitive Carrier” for the second consecutive year in the Telecom Asia Magazine Awards

True was voted by consumers as a Thailand Superbrand for the second consecutive year in the Readers’ Digest Asia Superbrand Survey.

True was named “Most Promising Service Provider” in the Frost & Sullivan Asia Pacific Technology Awards 2005.

True received the 2005 Bangkok Art Directors Association’s award for Calendar Graphic Design.

True’s website received the award for the highest hits among corporate websites from NECTEC, at the Truehits Web Awards 2005.

True was named as an ”Organization with Good Employee Welfare and Benefits” by the Department of Labor Protection & Welfare, Ministry of Labor.

Business Profile of the Company, Subsidiaries and Associated Companies Currently, the Company’s products and services can be classified into major categories as follows: 1) Wireless (PCT and Mobile Phone) 2) Fixed line and Value Added Services 3) Multimedia Network and Broadband 4) Data Service 5) Internet 6) Other Businesses

TRUETE: Nature of Business

The group registration in foreign as follows :

Non activities companies The group registration in Thailand as follows:

Asia Wireless Communication Co., Ltd. 99.99 % True Move Co., Ltd. 82.76 % (formerly named TA Orange Co., Ltd.)

NOTE :

Wireless (PCT and Mobile Phone) Q

True Multimedia Co., Ltd. 90.45 %

True Internet Co., Ltd.99.99 % Asia Infonet Co., Ltd. 65.00 % True Digital Entertainment Co., Ltd. 82.03 % True Internet Data Center Co., Ltd. 70.00 % NC True Co., Ltd. 40.96 % (Percentage of voting right)

Internet

Tele Engineering and Services Co., Ltd. (99.99 %), Asia DBS Public Company Limited (89.99 %), Telecom International Co., Ltd.(99.99 %), Telecom Equipment Manufacturing Co., Ltd. (59.99 %), Song Dao Co., Ltd. (82.80 %) Telecom International China Co.,Ltd.(99.99 %), TA Orient Telecom Investment Co., Ltd. (99.99 %), Telecom Asia (China) Co., Ltd.(99.99 %), K.I.N. (Thailand) Co., Ltd.(99.99 %), Chongqing Communication Equipment Co.,Ltd. (38.21%)

True Multimedia Co., Ltd. 90.45 %

Digital Data Network

2.6 million line Telephone Services, Value Added Service and Digital Data Network True Corporation Public Company Limited

As at 31 December 2005

INVESTMENT STRUCTURE BY BUSINESS GROUP

Multimedia Network and Broadband

True Corporation Public Company Limited

Construction and Distributor Q Wire & Wireless Co., Ltd. 87.50 % Rental Business Q True Properties Co., Ltd. 99.99 % Q True Fleet Management Co., Ltd. 99.99 % Holding Company Business Q Telecom Holding Co., Ltd.99.99 % Q Bangkok Inter Teletech PCL 82.86 % Q K.I.N. (Thailand) Limited 99.99 % Q Nilubon Co., Ltd. (foreign company) 99.99 % Others Q Telecom Training and Development Co., Ltd. 99.99% Q Thai Smart Card Company Limited 10.76% Q True Money Co., Ltd. 99.99 % (formerly named T pay Co., Ltd.) Q True Lifestyle Retail Co., Ltd. 99.99 % ( formerly named Yai Kaew Co., Ltd.), Q True Touch Co., Ltd. 99.99 % (formerly named U-Net Co., Ltd.) Q True Distribution & Sales Co., Ltd. 82.70 % (formerly named TA Orange Retail Co., Ltd.) Q Asia Remanufacturing Industries Co., Ltd. 20.00 % Q NEC Corporation (Thailand) Co., Ltd. 9.62 % Q United Broadcasting Corporation PCL 40.59 %

Other Business

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

TRUETE: Nature of Business

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

3. DETAILS OF EACH BUSINESS LINE 3.1 Products and Services True Corporation is the most integrated communications solutions provider in Thailand and one of the country’s largest brands. Backed by Asia’s largest agro-conglomerate, the Charoen Pokphand Group (with approximately 34 percent shareholding), the True Group currently provides consumers, small and medium enterprises, and corporates with a full range of voice, data and multimedia solutions customized to meet their needs. We are a leading fixed line service provider and the largest broadband provider in the Bangkok Metropolitan Area (BMA), and a major player in the cellular, Internet and pay-TV markets. Major subsidiary and affiliated companies in the True Group include True Move (formerly TA Orange), the third largest mobile phone service in Thailand, True Internet, No. 1 ISP, and United Broadcasting Corporation (UBC), Thailand’s leading pay television operator. 1. Wireline (Fixed line and Value-Added Services) In August 1991, True was awarded a 25-year term of Agreement for Joint Operation and Joint Investment under a Build Transfer Operate (BTO) term to construct, install, maintain and jointly operate a two million-line wireline network in the BMA. We were subsequently granted to operate an additional 600,000 lines. We transferred our fixed line network to TOT. TOT collects service charges from customers and then sends back a proportion of revenue to the Company. Under the said agreements, our revenue sharing 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 value-added service and 76.5 percent of the public phone. As at December 31, 2005 True had 1,989,664 fixed line subscribers, consisting of 1,383,291 residential lines and 606,373 business lines. True added 45,143 fixed line subscribers in the year 2005 with joint promotion with broadband services. However, ARPU declined by 8.5 percent to Baht 493 due to continued migration of traffic to mobile service. Telephone Subscription and Installation Customers can subscribe for wireline telephone services at 77 True Shops throughout the BMA, or through the Tele-ordering Center, an account executive or a direct sales representative. Customers can contact the Call Center and report faults using the same easy to remember number (0-2900-9000). They can also report faults through the 1177 Service Center, which provides 24-hour service. Technical support is provided by 21 Bangkok Service Area and Maintenance Centers throughout the BMA, which can fix business customer problems within four to eight hours and residential faults within 24 hours.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The following table shows the number of fixed line subscribers and ARPU for the periods indicated: Fixed Line Subscriber - Business lines - Residential lines ARPU (Blended)

2002 2,020,402 506,600 1,513,802 572

As of December 31 2003 2004 1,962,074 1,944,521 543,321 572,342 1,418,753 1,372,179 542

538

2005 1,989,664 606,373 1,383,291 493

Value-Added Services In addition to fixed line or wireline services, the Company offers a range of value-added services to meet customers’ needs, including: • The Company has provided a public phone service in the BMA 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. • Voice Mailbox, Call Waiting, Conference Calling, Call Forwarding, Hot Line, Abbreviated Dialing, Automatic Call Repetition and Outgoing Call Barring. • Caller ID displays incoming call number on Call ID phone. The Company also provides services for corporate customers requiring a large number of telephone lines and provides a range of valued-added services including: • Direct Inward Dialing (DID automatically directs incoming calls to a party). • The 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. • Televoting is a special service for companies with peak periods of short m e s s a g e traffic. It enables companies to perform a lot of marketing activity without i n v e s t i n g in infrastructure. Vote results are available in as little as five seconds. • Free Phone 1-800 allows businesses to provide their customers with a free contact call service. The cost of customer Free Phone calls are automatically billed to the business. Customers can call from any telephone by dialing 1-800 followed by six digits. • Voice conferencing service enables customers to make conferences via telephone lines wherever and whenever they are. 2.

Wireless (Personal Communications Telephone-WE PCT and Mobile -True Move)

The WE PCT business is operated by Asia Wireless Communication Company Limited (AWC), a True subsidiary. The mobile phone business is operated by True Move Co., Ltd. (formerly TA Orange). The Company has an almost 83 percent shareholding in True Move, held through Bangkok Inter Teletech Public Company Limited (BITCO).

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2.1 Personal Communications Telephone Business (WE PCT) The Company operates WE PCT through its subsidiary, AWC, in which it holds a 99.99 percent equity interest. Together with AWC, the Company officially launched its PCT service in November 1999 as a value-added service of its wireline network under wireline agreement. The Company is entitled to 82.0 percent of the revenue generated from such service and AWC is entitled to approximately 70 percent of this amount. The PCT service is also available to TOT subscribers. TOT shares approximately 80 percent of revenue received from its subscriber to the Company as a PCT network rental fee. A subscriber's PCT phone number is the same as his or her wireline number. Up to nine PCT handsets can be used with one wireline number, with each handset holder assigned an individual access code so callers to the wireline number can direct their calls to a specific person. PCT can be used anywhere within the inner area of BMA. In September 2004, the PCT brand was repositioned as â&#x20AC;&#x153;WE PCTâ&#x20AC;? to reflect the strategy of building communities and bringing together people via free calls within the PCT network. The following table shows the number of PCT subscribers and ARPU for the periods indicated: WE PCT

2002 1/ Subscriber 604,340 ARPU 361 1/ including PCT Buddy (prepaid service)

As of December 31 2003 2004 549,295 472,846 282 268

2005 469,125 318

In 2005, AWC launched a Bt 300 package promotion with free on-net calls and Bt 3 per call for local and domestic long distance calls and calls to mobile. This helped to increase ARPU and retain subscriber base. 2.2

Mobile Phone Business (True Move)

The Company operates mobile telecommunications business under the Agreement to Operate and to Provide Cellular System Radio Telecommunication Service of Digital PCT 1800 granted by CAT expiring in September 2013. The Company operates this business through its subsidiary, True Move, in which the Company indirectly holds an 82.86 percent equity interest. Under said agreement, True Move is required to pay (i) an access fee to TOT of Baht 200 per month for each telephone number assigned to postpaid subscribers and 18% of the gross revenues derived from sales of prepaid phone cards to subscribers on a monthly basis and (ii) revenue sharing to CAT of 20% of net revenue after the access charge. The revenue sharing will increase to 25.0 percent on September 16, 2006 and remain at this higher rate until September 15, 2011 before increasing to 30% until the end of the concession. True Move is the third largest mobile telecommunications service provider in Thailand by number of subscribers with a market share of approximately 15.1% as of December 31, 2005. We operate a digital network based on the Global System for Mobile Telecommunications, or GSM, standard, which operates on the 1800 MHz frequency band.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Subscribers; Since the launch of our mobile services in Thailand, True Move has recorded strong subscriber growth each year. Most of our subscribers are prepaid subscribers. Prepaid subscriptions minimize mobile subscriber credit risks and reduce billing and collection costs. The following table sets forth certain information with respect to our mobile business during the periods indicated: True Move Subscribers - Prepaid - Postpaid Total Subscriber Subscriber Growth Blended ARPU -Prepaid ARPU -Postpaid ARPU

2002 877,057 459,171 1,336,228 642 486 763

As of December 31 2003 2004 1,539,735 285,255 1,824,990 36.6% 508 368 1,016

2,927,818 452,565 3,380,383 85.2% 437 348 1,030

2005 4,009,470 449,173 4,458,643 31.9% 393 321 911

True Move services Post Pay True Move’s post-paid service allows customers to choose a monthly services plan from a range of Baht 499, 500, 800 or 1300 per month. Pre Pay Pre Pay is True Move’s prepaid service. Once the prepaid balance has been spent, top-up can be done via many channels including “Easy Top Up” range of services, which offers Just Talk customers convenient new ways to top up their mobile phone accounts. “Mobile Top Up” lets Just Talk customers transfer prepaid credits from one mobile phone to another. Another Easy Top Up is “Home Top Up”, which allows True Move customers to use their True fixed-line account to top up their mobile phone. The latest channel is our partners and shops displaying the Mobile Top Up logo. Direct Business True Move offers Direct Business, an advisory service dedicated to helping businesses find the best possible solutions to their communication needs. Through careful analysis, dedicated teams can identify and create customized communication solutions for businesses.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Multi-Media Services True Move provides a range of multi-media services to enhance customer’s lifestyles. These can be downloaded via GPRS under trueworld.net portal and include four new services launched in 2005: x

“Music World”, which offers an attractive selection of mobile music services with activities to build communities of music lovers.

“Voice SMS”, which enables customers to express their feeling easier and longer.

“Color Mail”, a mix and match MMS service.

“Mobile Chat”, a new chat experience over a GPRS network.

Other True Move services launched in 2005 include: x

Dual Phone: integrates GSM mobile phone and mobile office phone systems (PCT).

Nan Jing Jing SIM for customers who want to top up less but have a longer period of validity.

BlackBerry: provides users with superior email and text messaging capabilities and delivers an end-to-end solution unmatched in the industry. BlackBerry features are comprehensive and proven security architecture.

3. Data Transmission Services True provide data transmission services using various technologies including: x

Digital Data Network (DDN) or Leased Line - a private network that facilitates voice, data and image transmission between two different points at a stable speed. This service is especially suited to customers, such as banks and financial institutions, which rely upon continuous transmission of accurate data or information, often in large volumes. The Company can provide a wide range of DDN speeds to suit customer needs, starting from 64 kbps to more than 140 Mbps with guaranteed service quality. As of December 31, 2005 the Company had installed 10,216 circuits. The Company and its subsidiary, True Multimedia, are offering DDN service in BMA and upcountry areas. IP Access Service (IPAS), offered under the name Megaport, provides a total remote dial access solution for customers who require an external access port. These include Internet service providers, Web information providers, and business groups, which require a Virtual Private Network Service, but do not want to bear the additional cost for equipment and management of the access port.

Trunking access is an Internet connection circuit, which connects to your access server to receive 30 lines (or multiple of 30 lines) dialing concurrently from a nationwide telephone system, with a single easy to remember number.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Metronet is fiber-to-the-building technology that enables high-speed data transmission through Fiber-optic cable, with reliable ring network architecture. It is designed to provide a simple network configuration, with wider bandwidth capacity for business customers. Metronet offers a range of data transmissions speeds from 512 Kbps to 1 Gbps.

Network Manager is an outsourced network management service that can advise on a range of functions, from infrastructure investment to network design and implementation. The service also provides network system monitoring, performance reporting and planning for future network expansion.

Mail Fax enables customers to send via a traditional fax and recipients to receive it via their e-mail.

MPLS VPN is a virtual private network which operates by generating secure channels within a shared network, maintaining the privacy and security of organizationâ&#x20AC;&#x2122;s communications and data. MPLS VPN exploits the advantages of IP (Internet Protocol) which are its extensibility, scalability, and low cost compared with leased line communications, together with the benefits of Frame Relay, which offers stability and improved information management (Quality of Service).

The service is suitable for organizations, which have

branches in different regions and wish to connect them together in the most cost-effective way. The following table shows the number of DDN circuit and ARPU for the periods indicated: DDN Circuit ARPU

2002 7,104 18,659

As of December 31 2003 2004 7,835 9,001 16,591 11,014

2005 10,216 10,411

4. Multimedia and Consumer Broadband Services The Company provides broadband (both wireline and wireless) and Hybrid Fiber-Optic Coaxial, or HFC, network services. These services are provided by our subsidiary, True Multimedia, in which we hold a 90.5% equity interest. Under the terms of our multimedia services agreement, which we refer to as the Non-POTS license, TOT has granted us the non-exclusive right to provide analog and digital high-speed transmission services, excluding voice communication services, throughout Thailand until October 20, 2017. Consumer Broadband services; True Multimedia provides broadband network access using cable modem and DSL technologies to ISPs including our subsidiaries, True Internet and Asia Infonet, as well as to corporate subscribers. As at December 31, 2005 the Company had 300,322 broadband subscribers, mostly using DSL technology. ADSL is an always-on, high-speed Internet service up to 4 Mbps. Customers can surf the Internet and talk on the phone at the same time.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Our wireline network was designed to carry voice and data traffic on a reliable and cost effective basis. As a result, our network is fiber-rich, has advanced, intelligent electronics with Internet Protocol (IP) capabilities, and a relatively short 'last mileâ&#x20AC;&#x2122; copper loop, averaging 3-4 kilometers. This allows us to provide a faster, more stable broadband service and to realize lower installation, operating and maintenance costs. The network not only provides ADSL, but also ADSL2+, G.SHDSL and Gigabit Ethernet, and is well positioned for eventual evolution into an IP-based Next Generation Network (NGN). In March 2005, The True Group launched VDSL (Very High-Speed Digital Subscriber Line) technology that provides high-speed Internet data transmission at rates of 6 Mbps - 10 Mbps to its business customers. The VDSL service is available in two special packages that enable enterprises and SMEs to run their businesses more efficiently and smoothly. In April 2005, we also launched Thailandâ&#x20AC;&#x2122;s first Pre Pay hi-speed Internet service. Pre Pay hi-speed Internet delivers speeds up to four times faster than an ordinary dial-up modem, at a rate of only 0.24 Baht per minute charged on actual usage and with no monthly fee. The new service provides an alternative for hi-speed Internet customers seeking value for money and convenience. In 2003, The Company and certain other service providers, such as MKSC, started offering wireless broadband services or Wi-Fi (Wireless Fidelity). As of December 31, 2005, we had over 2,000 Wi-Fi hot spots in locations such as coffee shops, restaurants, hotels, hospitals, department stores, movie theaters, convention centers and office buildings. 5. Internet The Company provides Internet (including content and applications) services through, (i) Asia Infonet, in which the Company has a 65.0% equity interest, under a concession whereby CAT granted a non-exclusive right to provide commercial Internet services to users throughout Thailand until 2006 over facilities leased from CAT or any entity approved by CAT, and (ii) True Internet, in which the Company has a 99.99% equity interest. In September 2005, True Internet received approval from the NTC for a Type One ISP license effective from August 18, 2005. The True Group maintained its No. 1 ISP with 716,703 subscribers as at Dec 31, 2005, representing a decline from 1.2 mn subscribers as at the end of 2004. The subscriber decline reflected the transfer of dial-up subscribers to broadband and an adjustment in a calculation method for the dial up users. The following table certain Internet subscribers, during the periods indicated. As of December 31 2002 2003 2004 2005 Internet subscriber 344,618 652,726 1,231,344 716,703* * The decline was due to the transfer of dial up users to broadband and a change in calculation method in dial up users. Internet Users

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Service offerings To capitalize on the growth opportunities, our Internet-based services business offers Internet access, Internet content and applications, web page development, portal, and eCommerce consulting services. Internet access services. Our Internet-based services business offers dial-up, broadband, free e-mail and web page hosting to subscribers in Bangkok and other major provinces. The Company currently provides access speeds from 56 Kbps - 4 Mbps to consumers and from 6 Mbps â&#x20AC;&#x201C; 10 Mbps to business customers. Corporate network and technology services. The True Group provides our corporate subscribers with a full range of e-Commerce services, including end-to-end web development solutions, such as web design, development, implementation and hosting services. In May 2004, the Company opened our Internet Data Center to provide serverbased support in the form of co-location, dedicated server hosting and web hosting to our corporate subscribers. The True Group operates our online portal at Online portal and content. www.trueworld.net through which the Company offers a comprehensive range of multimedia content and services to subscribers. Our online portal is a subscription-based portal and aggregates content and services from local and international providers, including music, sports, animated cartoons and links to online versions of certain publications. NC True, a joint venture between the Company and NC Soft, the worldâ&#x20AC;&#x2122;s leading developer and publisher of online computer games in Korea, launched Lineage II, number one 3D Massively Multiplayer Online Role Playing Game (MMORPG) in 2005. Applications services. The True Group offers various applications to enhance Internet security and Internet content filtering software applications. The True Group also offers True White Net, which is an Internet filtering software that enables users to detect and filter out obscene or other objectionable content on the Internet. The True Group also plans to offer email filtering and anti-virus services. 6. Cable Television services; United Broadcasting Corporation Public Company Limited, or UBC, our associated company, transmits cable television programs to a portion of its customers through 35 analog channels on our HFC network leased from True Multimedia. True Multimedia connects a drop wire to link our HFC network to the homes of these UBC customers, and installs and maintains the cable television set-top boxes used by these customers. As at December 31, 2005 UBC had 483,816 cable TV subscribers. 7. Other services The Company also provides vehicle rental services, network installation services, sale of telecommunications equipment, accessories and other wireline products, call center outsourcing services, building rental services and network leasing services.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

3.2 Marketing Strategy The Company aims to provide customers with tailored solutions and a range of bundled telecommunications services. It believes that demand for a combination of wireline, wireless, Internet and multimedia products and services will increase significantly in future. In addition to providing access to the latest products and services, the Company and its subsidiaries want to become more customer-centric and improve distribution channels. During 2005, the True Group launched different solutions to match needs of each group of customers, examples of which are as follows; For consumers, True launched its Cyber Home services, offering home monitoring, automation, security and communication services through a one-stop-shop portal at www.truecyberhome.com. The portal also offers financial services and links to partner housing and condominium developers. True also launched ‘True delivery’, allowing consumers and business customers to order True products and services via 02-900-8000 or www.truecorp.co.th, for delivery within 24 hours in the Bangkok Metropolitan Area. True provided the communications infrastructure and network for Siam Paragon, Thailand’s premier retail complex, installing an Internet Protocol (IP) telephony system to tenants as part of a ‘Smart Shop’ concept – the first of its kind in Thailand. True also partnered with aquarium developer Oceanis International Pty, extending the scope of its lifestyle brand by providing multimedia content on marine life at Siam Ocean World, Thailand’s largest aquarium, located at Siam Paragon. For SME customers, True launched an innovative ‘Dual Phone’ solution that integrates GSM mobile phone and WE PCT phone systems, offering convenience and a very cost effective solution. True partnered with Siemens to provide corporate customers with solutions for fixed line voice communications, combining True’s fixed line telephone and managed voice services with Siemens’ communications systems and advanced technology. True offered its Managed Network Services solution to corporate customers and signed an agreement with Sammitr Motors Group to manage, monitor and maintain all of its networks from the True Internet Data Center (TIDC). In addition, the True Group intends to execute the following core strategies for its key growth drivers, Consumer Broadband and True Move, as follows; Strategies for Consumer Broadband business Maintain market leading access speeds During 2005 we launched new services to maintain our market leading access speeds. In March, we launched Very high bit-rate Digital Subscriber Line (VDSL) technology delivering data transmission at speeds up to 10 megabits per second, with a package specially designed for small and medium enterprises. In July, we upgraded the Internet backbone to 10 Gbps, the fastest in Thailand, marking continued development by True towards an IP NGN. We also expanded services to more provinces upcountry.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Lowering barriers to entry During the year 2005 we continued to lower the barriers to entry for Consumer Broadband. In April we launched a promotion offering the first two-month’s subscription free of charge and introduced Pre-pay broadband for light broadband users. In the third quarter, we offered new subscribers a broadband modem and wireline connection for 1 Baht and provided double free off-peak talk time on True Move through the All Together Bonus. Content to fuel demand In September 2005, the True Group launched the Trueworld.net subscription-based portal, offering rich content that includes music, gaming (including Lineage II), sports, ebooks, and TV programming to fuel demand for broadband. Wi-Fi Hotspots During the year we significantly expanded the number of Wi-Fi hotspots to 2,000 – maintaining leadership as the largest provider in Thailand – and bundled Wi-Fi packages with our Consumer Broadband offers. We signed partnerships in 2005 to provide Wi-Fi services to The Mall Group department stores and shopping centers, including the new Siam Paragon, and to the Siam Center. As we move into 2006, bundling offers that combine True Move, Wi-Fi and our content on Trueworld.net will continue to drive broadband usage, and to grow market share for True Move. Other Other strategies included showcasing the lifestyle benefits of broadband Internet to consumers at our True Cafes and True Stations, partnering with property developers to offer Cyber Home services, providing value-added services including White Net filtering and Norton Anti-Virus software, and launching video conferencing for SMEs and large enterprises. Strategies for True Move ‘Best Value’ Positioning True Move differentiates itself through ‘best value’ positioning that combines competitive pricing with the True group’s strength in bundling services and integrating its rich content assets. Bundling allows True Move to win market share by competing on value not just on price, and helps to manage churn rates, since subscribers with two or more services are slower to churn. Through the All Together Bonus, we are able to offer value through free offpeak talk time for spending on other True services. Since its launch in April 2004, the All Together Bonus has helped to drive subscriber growth, manage churn rates and improve network efficiency (since the talk time is redeemable in off-peak hours). Looking forward to 2006, True Move will bundle its services with broadband, dial-up Internet and WiFi services, and content on Trueworld.net.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Non-Voice Services Growth True Move has led the market with its content offerings, and its subscriber base of largely young, early adopters has responded strongly to them. During the year 2005 True Move added Music World, offering mobile music services and downloads, complementing its existing gaming, photo, cartoon, and financial information services. True Move also launched Visual Radio, a service allowing users to see pictures and information while listening to the radio on their mobile handset, enhanced its Voice SMS service, and introduced ‘Color Mail’, an MMS service offering customized multimedia messages. For SME and enterprise customers, True Move partnered with Research in Motion to bring Blackberry email services to Thailand. Non-voice revenues grew 136.2% in 2005, GPRS subscribers more than doubled and 970,000 subscribers signed up to the Ring Back Tone in the first twelve months. With this rapid uptake, True Move has the highest percentage of non-voice users of the top three mobile operators. Looking forward, True Move is well positioned to use content as a growth driver by leveraging the content assets of Consumer Broadband and UBC. Convenient payment solutions True has introduced convenient payment solutions for its customers, launching True Money in 2005, which operates an electronic cash and payment business to introduce the ‘Mobile Money Cash Card’ that replaces cash for True Move and True customers. Network Expansion & Development During 2005 we continued to expand capacity to meet strong subscriber growth and extend our network coverage. True Move had capacity for 5.6 million subscribers at year-end 2005. We are increasing population coverage and expect to achieve 92 percent by mid-2006, with capacity increasing to approximately 6 million by year-end 2006. The increased capacity and coverage will open up opportunities for True Move subscriber growth within the BMA and in upcountry areas. During the year the True Group partnered with Intel Corporation to trial WiMax, an emerging wide-area wireless broadband technology that offers high data rates of up to 75 Mbps and wider cell coverage - typically 2-10 kilometers in urban areas and 50 kilometers in rural areas. True Move also signed a US$133 million contract with Alcatel to expand the Alcatelpowered GSM/GPRS mobile network and to upgrade it with EDGE and 3G/UMTS.

3.3 Distribution and sales Our sales efforts are divided into three major segments: consumer, SME and corporate segments. To reach the consumer segment, the Company offers all of our services through our 77 Shops in the BMA and 39 shops in the provinces. Each of these outlets is staffed with our personnel and is equipped for “one-stop” shopping, offering a range of wireline and wireless communications services and wireline telephone, PCT and mobile handsets, accessories, ADSL modems and other telecommunications equipment, as well

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

as, in the case of the larger True stores, Internet access service. The Company also sells our products and services throughout Thailand through accredited dealer shops and independent distributors and dealers who work on a commission basis. The Company has tele-ordering centers to allow customers to order or purchase our products and services over the telephone. The Company has an account executive dedicated to each of the SME and corporate segments, and sales managers and sales executives servicing the various SME and corporate subscribers. The Company also employs a direct sales force to market our services to SME and corporate subscribers. 3.4 Procurement of Products and Services Network Capacity for Services The Company believes that its extensive fiber-optic network covering all over BMA gives it a key competitive advantage. Voice and data travel through the fiber-optic cable network at a higher speed than through copper wire or radio wave. In addition, the network architecture can eliminate call failures due to accidental interruption or any other causes. The network has a spider web design covering all of the service area, which enables True to utilize other routes when one breaks down. Network Acquisition The Company primarily imports network equipment directly from leading telecommunications technology suppliers from around the world, including Siemens, Alcatel, Lucent, NEC and Huawei. The Company has also employed a number of suppliers to assist in network acquisition and installation to expand its service coverage, and is not dependent upon any specific distributor or supplier. Technical and Management Support The Company has acquired technical and management support from Verizon Communications, Inc. No further support has been provided since the middle of 2003 after Verizon sold its shareholding in the Company. However, Verizon had transferred substantial telecommunication expertise to the Company during the time when it was a shareholder of the Company. The Companyâ&#x20AC;&#x2122;s management team is capable of operating without support from Verizon. 3.5 Thai Telecom Industry Fixed line Telephone Business At the end of 2004, Thailand's wireline penetration rate was approximately 11.0%. According to estimates from TOT, telephone lines in Thailand have grown from approximately 5.9 million lines in 2001 to approximately 6.5 million lines by the end of 2004, representing a compound annual growth rate of approximately 3.1%. In the year 2005, True added 45,143 in new fixed line subscribers, mostly from offering fixed line service together with broadband Internet service.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Table: Number of fixed line subscribers as of December 31, 2004 Fixed-line As of December 31, 2004 operator BMA Provinces TOT* 1,485,690 1,912,762 The Company** 1,944,521 TT&T* 1,188,013 Total 3,430,211 3,100,775 Source: * Data from www.tot.co.th **Data from the Company

Total 3,398,452 1,944,521 1,118,013 6,460,986

The wireline market in Thailand is currently serviced by three companies. TOT, the state enterprise that formerly regulated the provision of wireline telephone services, is still the only nationwide provider of local and domestic long distance wireline telephone services in Thailand. There are two other providers of wireline telephone services in Thailand, both operating under concessions granted by TOT. We provide wireline telephone services in the BMA and TT&T Public Company Limited, or TT&T, provides wireline telephone services in certain provinces of Thailand. As of December 31, 2004, we believe we had approximately 56.7% of the wireline market in the Bangkok Metropolitan Area (BMA) based on the number of subscribers. Our wireline telephone business has been affected in recent years by the increasing availability of alternative services, in particular, mobile telephone services. Consumers are increasingly substituting wireline telephone services with mobile phone services as a result of the convenience offered by mobile services, value-added features of mobile phones, improvements in the quality of mobile phone calls and the setting of mobile tariffs below wireline tariffs, in particular, the aggressive price promotions launched in the second quarter of 2005 by mobile operators. In addition, our wireline telephone business is expected to face growing competition from VoIP services whose tariffs are lower than that for traditional wireline operators. Rising Internet usage and the growing availability of personal computers (PCs) are also expected to be factors driving increasing use of PCs by Thai consumers to make VoIP calls. To date, the National Telecommunication Commission (NTC) has issued VoIP licenses applying only to services for calls made from computer-to-computer and computer-to-telephone, whereas telephone-to-computer and telephone-to-telephone calls via VoIP services are still prohibited. We plan to apply for licenses to provide full VoIP services and offer them when granted. Since September 1, 2003, wireline operators have been permitted to launch reducedtariff promotions for domestic long distance calls and calls to mobile phones. In early 2004, wireline operators were permitted to launch six-month promotions under a flexible tariff structure, with the pre-existing tariff rates as the ceiling rates. The flexible tariff is available until the end of 2006. In addition, wireline telephone operators have also been offering value-added services, such as caller ID services, to better serve customers' needs. All these measures have made wireline services more competitive although wireline operators continue to be adversely affected by mobile substitution. The liberalization of the telecommunications sector may also result in new entrants in the wireline telephone business, creating even further competition.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Cellular and PCT businesses The Thailand mobile market has experienced significant growth in recent years. According to estimates from the International Telecommunications Union (ITU), the Thailand mobile market has grown from approximately 7.9 million subscribers in 2001 to approximately 30 million subscribers by the end of 2005. Excluding the operators Thai Mobile and Hutch, the mobile market in Thailand added 3 million subscribers in 2005, and reached a penetration rate of 46 percent at year-end. However, compared to other countries in the region, the rate of mobile penetration in Thailand is still low as the following table shows: As of 2004 Mobile Penetration Hong Kong 114.5% Singapore 89.1% South Korea 76.1% Malaysia 57.1% Thailand 44.2% Philippines 39.9% China 25.5% Indonesia 13.5% Source: ITU World Telecommunication Indicators Database, 2004 Country

The following operators offer mobile services in Thailand: Advanced Info Service Public Company Limited, or AIS, and its majority-owned subsidiary, Digital Phone Company, or DPC; Total Access Communication Public Company Limited, or DTAC; our majority-owned subsidiary, True Move; Hutchison-CAT Wireless Multimedia Co. (CAT's marketing service provider under the â&#x20AC;&#x153;Hutchâ&#x20AC;? brand name); TOT and Thai Mobile (an unincorporated joint venture between CAT and TOT). Our two largest competitors, AIS (together with its majority-owned subsidiary, DPC) and DTAC hold approximately 55.5 percent and 29.4 percent market share respectively as of December 31, 2005. We were the third largest mobile provider with a market share of approximately 15.1 percent, increasing from 12.8 percent at the end of 2004. The following table shows the breakdown of mobile subscribers over the past four years:

AIS DTAC True Move Total Subscribers 1/ True Move market share

2002 10,662,500 5,454,562 1,336,228 17,453,290 7.7%

As of December 31 2003 2004 13,239,200 15,184,000 6,550,496 7,786,165 1,824,990 3,380,383 21,614,686 26,350,548 8.4% 12.8%

2005 16,408,900 8,676,940 4,458,643 29,544,483 15.1%

Source: Company filings of respective mobile operators Remark: 1/ Excluding Hutch and Thai Mobile

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The mobile industry in Thailand has experienced high levels of competition. Mobile service providers have been competing for market share through promotional activities and by providing prepaid plans that offer competitive pricing to attract low-income subscribers and that are easily refillable at various places such as convenience stores and gas stations. This has been one of the reasons for a significant increase in the number of prepaid subscribers during the period from 2002 to 2005. Mobile service providers are also focusing on the growth in non-voice services, which has been facilitated by the launch of new feature-rich handset models with expanding range. In 2005, the Thai mobile sector experienced intense price competition with True Move and several of its competitors significantly reducing tariffs during the period from April to June 2005. Despite increases in tariffs after this period of price competition, our blended ARPU for mobile declined by 10 percent primarily as a result of this competition. Despite significant competition in the Thailand mobile market, True Move was able to increase its market share from 12.8 percent in 2004 to 15.1 percent in 2005. This is partly due to its competitive advantage in being able to offer mobile services together with other products and services from within the True Group, allowing True Move to compete on value, and not purely on price.

As at December 31, 2005 True Move had 4,458,643 subscribers and WE PCT had 469,125 Subscribers. Digital Data Network (DDN) business The DDN market in Thailand continues to grow at about 15-20 percent a year due to the popularity of on-line data transmission and an increase in Internet users. There is high competition between the large number of DDN operators and suppliers of alternatives, such as ADSL providers. The major players in the data communications market in Thailand currently include TOT, CAT, United Information Highway Co., Ltd. and United Broadband Technology Co., Ltd. (collectively, “UCOM”), Advanced Datanetwork Communications Co., Ltd. (“ADC”) under the Shin Corporation Group, TT&T and True Corporation. All these carriers provide leased line and frame relay services. Our principal competitors are TOT (which has the widest coverage throughout Thailand) and UCOM (which has broader coverage outside of the BMA than we do). The Company has a competitive advantage in having the most modern network. In addition, it seeks to differentiate itself from competitors through a focus on service quality. In 2003, the Company launched the Managed Data Network service, which combines three network operation services including network performance management, fault management and configuration management. In 2004, True launched data network solutions to suit the different needs of customers. In 2005, True launched MPLS VPN - a virtual private network which operates by generating secure channels within a shared network, maintaining the privacy and security of an organization’s communications and data. The service is suitable for organizations which have branches in different regions and wish to connect them together in the most cost-effective way.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Broadband business The broadband subscriber base in Thailand is relatively small with a broadband penetration rate of less than 1%, compared to that in other countries in the region such as Korea (24.9%), Hong Kong (20.9%), Japan (14.1%) and Singapore (11.6%) (Source: ITU World Telecommunication Indicators Database, 2004). There are several operators in the Thailand broadband market, including United Broadband Technology Co., Ltd., or UBT, under the UCOM group; Lenso DataCom Co., Ltd. (under Q-Net service); Samart; CS Loxinfo; TOT; TT&T; ADC and us. Only TOT and the Company own a wireline network in the BMA, which gives both companies a competitive advantage in providing broadband services in this area. The Company has experienced significant growth in its broadband subscriber base, from 3,708 subscribers as of December 31, 2002 to 11,661 as of December 31, 2003, 164,775 as of December 31, 2004 and 330,322 as of December 31, 2005. The True Group believes it is one of the largest providers of broadband services in Thailand based on the number of subscribers with approximately 80 percent market share in the BMA. There are several reasons for the rapid increase in the number of broadband subscribers, including the decrease in the cost of modems, the increased popularity of online content, such as games, and the decrease in broadband monthly fees as broadband service providers increase the size of their customer bases. In addition, the Thai government has also reduced international Internet gateway fees, lowering costs for service providers. Internet Services The Thailand Internet market has experienced significant growth in recent years. According to estimates by the ITU, the Thailand Internet market has grown from approximately 3.5 million users in 2001 to approximately 7.0 million subscribers by the end of 2004, representing a penetration rate of approximately 11.3%, which was still relatively low when compared with other countries in the region. As of 2004 Internet Penetration South Korea 65.7% Singapore 56.1% Taiwan 53.8% Japan 50.2% Hong Kong 48.9% Thailand 11.3% Source: ITU World Telecommunication Indicators Database, 2004 Country

There are a number of commercial Internet service providers, or ISPs, operating in Thailand, some of which operate under concessions granted by CAT and others which operate under new licenses issued by the NTC. Each of the ISPs operating under a concession issued by CAT is required to assign to CAT a certain percentage of the shares in the ISP in exchange for the concession. During the period from June to early September 2005, the NTC awarded licenses for the provision of Internet services to several ISPs, including True Internet Company Limited, our subsidiary.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Competition among Internet businesses was intense in 2005 because of the large number of ISPs and we expect to face increasing competition from telecommunications companies entering the ISP market. In terms of content services, the Company expects to face increasing competition from content providers that seek to establish their own web portals as platforms for their content offerings. Despite the intense competition, service charges remained relatively stable at approximately Baht 7-9 per hour for dial-up Internet service and a minimum of Baht 500 per month for broadband service. The Company provides Internet services through its subsidiaries, Asia Infonet Co., Ltd. (AI), and True Internet which has been Thailand’s largest ISP by subscriber numbers since 2004 as a result of its leadership position in the broadband market. As at December 31, 2005, True had 716,703 Internet subscribers, including Consumer Broadband. Other major operators include CS Loxinfo, KSC Internet (of which the Company acquired a 40 percent shareholding in January 2006), and Internet Thailand. Regulatory Update The regulatory regime for Thailand's telecommunications industry is transitioning from one where state enterprises act, as the regulators of the telecommunications market and as telecommunications service providers, to one where the telecommunications market is privatized and liberalized. In accordance with Thailand’s commitment to the World Trade Organization (WTO) to liberalize its telecommunications sector by 2006, the Thai Government embarked on a reform of the country’s telecommunications regulatory regime with the passage of two major legislative acts; the Act on Organizations Allocated Frequency Waves and Supervision of the Radio and Television Broadcasting and Telecommunications Business, or the NTC Act, in March 2000; and the Telecommunications Business Operations Act, or the TBO Act, in November 2001. In October 2004, the National Telecommunication Commission, or the NTC, was established as the new independent regulator of the telecommunications industry, assuming the regulatory functions previously exercised by the Telephone Organization of Thailand (now known as TOT Public Company Limited), the Communications Authority of Thailand (now known as CAT Telecom Public Company Limited), and the Post and Telegraph Department. A further regulatory body, the National Broadcasting Commission, or the NBC, has its role in overseeing the radio and television broadcasting industry. However, commissioners for the NBC have yet to be appointed and, as such, the NBC has yet to commence work. The NTC commissioners are appointed to hold office for a single term of six years. After completing the third year of the initial six-year term, three commissioners will be required to leave the office. From its establishment until the end of the year 2005, the NTC has issued regulations prescribing, among other things: (i) licensing requirements for various defined categories of telecommunications service; (ii) eligibility requirements and application procedures for the three categories of telecommunications licenses available in Thailand; (iii) interim measures for allocating telephone numbers; (iv) interim telecommunications license fees; and (v) interim ISP license fees.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The NTC has also declared plans to issue a number of policies and regulations in 2006, including a Consumer Protection Code, Interconnection and 3G regulations. Licensing regime All telecommunications service providers, other than service providers operating within the scope and term of the concessions which existed on the date that the TBO Act came into force, must obtain one of the following categories of licenses from the NTC: Type One Licenses: the first category of licenses applies to telecommunications service providers which intend to operate a telecommunications business in Thailand without having their own networks, and whose telecommunications businesses are, in the opinion of the NTC, in an area which should be liberalized in Thailand. The NTC is required to grant a license to any applicant qualified to carry out a telecommunications business falling within this category. Under a regulation issued by the NTC, licenses for providing Internet services, or ISP licenses, fall within this category. Type Two Licenses: the second category of licenses applies to telecommunications service providers which intend to supply telecommunications services only to a certain group, or to telecommunications businesses which, in the opinion of the NTC, would not have a major impact on free and fair competition or would not have an adverse effect on the interests of the general public or consumers. Applicants in this category may or may not have their own network. The NTC is required to grant a license to applicants in this category if they fulfill the criteria that the NTC has set forth in advance. Type Three Licenses: the third category of licenses applies to telecommunications service providers which have their own networks and whose telecommunications business provides services to the public as a whole or, in the opinion of the NTC, may have a major impact on free and fair competition or the public interest or where, in the opinion of the NTC, there is a special need to protect consumers. The NTC has the discretion whether to grant licenses to applicants in this category. In addition, if the telecommunications services require the use of radio frequencies, applicants must also obtain a license for the use of radio frequencies. The NTC has already started to grant licenses. Apart from the licenses granted to the TOT and CAT, during the period from June 2005 to early September 2005, the NTC awarded several ISP licenses, including one to True Internet Company Limited, our consolidated subsidiary. In early August 2005, the NTC issued a licensing fee structure for telecommunication services as follows:

Type one license; registration fee of Baht 5,000 and annual fee of Baht 20,000.

Type two license (without network); registration fee of Baht 10,000 and annual fee of Baht 25,000.

Type two license (with network); registration fee of Baht 25,000 and annual fee of Baht 250,000.

Type three license; registration fee of Baht 500,000, annual fee of 3 percent of operating revenue, and extension fee of Baht 500,000 per year.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

New numbering plan The NTC has recently issued a regulation concerning interim measures for allocating telecommunications numbers. Under this, any person who wishes to be allocated a telecommunications number is required to make an application with the NTC. A person who has been allocated a telecommunications number is required to pay monthly fees, which have been set at Baht 12, per number, per year. Universal service obligations Under the new regulatory regime, telecommunications business licenses may be required to provide universal services which may encompass, among other things, the provision of telecommunications services to low income groups, the disabled and people in rural areas which have insufficient telecommunications services. If a licensee is unable to provide these services, it may be required to allocate 4 percent of its gross revenue to the Telecommunications Development Fund for Public Interest. The responsibilities of undertaking universal service are imposed on Type Two licenses which have their own networks and Type Three licenses. Radio frequency allocation The NTC and the NBC are jointly required to manage radio frequency allocations. The Joint Commission has the power, among other things, to prescribe policies for the allocation of radio frequencies, allocate radio frequencies between the telecommunications business and the radio and television business, and establish criteria for the efficient use of radio frequencies. However, as the NBC has yet to be appointed, the Joint Commission is not yet in existence. Therefore, it is uncertain when new radio frequencies will be allocated. Conversion of concessions The parties to the concessions in existence prior to the adoption of the TBO Act are allowed to enter into negotiations on a bilateral and voluntary basis to convert their concessions into a license. In such cases, the NTC must issue a license with the same scope and duration as the concession (together with any conditions the NTC might include for the benefit of the existing subscribers, for the development for better quality and more efficient services or for enabling the objectives of the TBO Act) to such person, if such license is not contrary to, or inconsistent with, the TBO Act. No provision of the TBO Act authorizes the NTC or any other governmental authority to convert existing concessions into other forms of arrangement. Because the True Group was granted the Agreements by TOT to provide wireline communications and multimedia (Non-POTS) services, and by CAT to provide mobile communications and Internet services, prior to the adoption of the TBO Act, the True Group has the right to conduct its existing telecommunications businesses in accordance with the scope of the current concessions, without having to apply for licenses from the NTC, until the expiry of their respective terms. The True Group is also able, subject to the agreement of TOT or CAT, as applicable, to convert such concessions to licenses under the TBO Act. The True Group believes that, as a result of the protection afforded by the Constitution and the TBO Act, any attempt to amend its concessions would require the consent of both parties to the arrangements. Although a number of entities, including the Company, have held negotiations to convert their arrangements, no agreements have

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

been reached by parties to major concessions to amend or convert these arrangements to date. Privatization of the Telephone Organization of Thailand (TOT) and the Communications Authority of Thailand (CAT) As a step towards privatization, the TOT and CAT were reorganized as public companies on July 31, 2002 and August 14, 2003, respectively. As a result, the TOT and CAT received all the substantial telecommunications and related assets and liabilities of their respective predecessors. The TOT and CAT have been granted licenses to operate their telecommunications businesses from the NTC. They are now solely telecommunications service providers and not regulatory agencies.

TRUETF: Details of each business line

True Corporation 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)

2005

25,010.33

2004

29,900.71

2003

4,659.67

TRUETG: Research and Development

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

5. OPERATING ASSETS 5.1 Property, plant and equipment Network equipment and non-network equipment are included in property, plant and equipment. Under the Joint Operation and Joint Investment for Expansion of Telephone Services Agreement of 2.6 million lines, PCT, Mobile phone and Internet services, the assets pertaining to these agreements must be transferred to TOT and CAT. As at 31 December 2005, the Group's assets are listed below : Network equipment Net book value (Baht Million) Consolidated Company Land and land improvement Building and construction Telephone network equipment Mobile phone network equipment Public Phone Multimedia network equipment Power supply and computer Work in progress Total

1,848 1,036 20,224 37,659 785 1,919 222 49

1,848 1,036 19,587 1,321 703 222 54

63,742

24,771

Network equipment in the consolidated financial statements at net book value of Baht 23,913 million as transferred to TOT and CAT under the various agreements, and Baht 20,371 million of the Company was transferred to TOT under the Agreement for Joint Operation and Joint Investment. According to the agreements, the Group has the right to operate and maintain these assets over the agreements periods. The Company assign the right to operate network equipment which transfer to TOT (according to the conditional assignment over the Agreement for Joint Operation and Joint Investment) to secure of the Thai Baht borrowings. Non-network assets are the right of the Group to operated, utilised and disposal those assets. As at 31 December 2005, the Group's assets are listed below : Non-network equipment Net book value (Baht Million) Consolidated Company Land and land improvement 541 Leasehold right & improvement 1,283 68 Furniture, fixture and equipment 841 214 Vehicle 1,756 Power Supply & computer 3,557 326 Work in progress 8 255 Total 8,233 616

TRUETH: Operating Assets

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

5.2 Intangible assets 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 2005, goodwill from acquisition of an associate (UBC) at the amount of Baht 2,883 million was presented in the balance sheet under the investment in subsidiaries, joint venture and associates. And goodwill from acquisition of Bangkok Inter Teletech Public Company Limited (“BITCO”) amount of Baht 843 million was presented in the balance sheet under intangible asset. Computer software development cost Computer software development cost 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 2005 net book value was Baht 1,014 million. Trademarks Trademarks represent the consideration paid by a subsidiary to use another venture’s trademark in Thailand. At 31 December 2005 net book value was fully amortised. The right to operate NON-POTS and to hang dropwire The right to operate NON-POTS services represents fair value of TOT’s interest in the nationwide NON-POTS concession of which a subsidiary issued share in exchange. At 31 December 2005 net book value was Baht 372 million. Customer list Customer list represents the fair value of mobile subscribers list arising from the ascquisition in BITCO. At 31 December 2005 net book value was Baht 300 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. 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.

TRUETH: Operating Assets

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

7. LEGAL DISPUTES Here is the summary of the legal disputes that may adversely affect the Company’s assets, which exceed 5% of its total shareholders’ equity, according to the latest consolidated financial statements as of 31st December 2005. Litigations outstanding, Administrative Court 1)

Litigation case files by the Company against TOT

On 11 October 2001, the Company filed lawsuit against TOT with The Central Administrative Court claimed damages totalling Baht 1,197.63 million in relation to call tariff reduction campaign, “Y-Tel 1234”. The Company claimed the reduction of call tariffs was a breach of the wireline concession that required tariffs under TOT’s network to be set at the same rate as those under our wireline network. The Central Administrative Court rendered its judgment to dismiss the case on 28 October 2005. On 28 November 2005, the Company filed an appeal to the Supreme Administrative Court. The lawsuit is currently in the judicial process of the Supreme Administrative Court. 2)

Litigation case files by TOT against the Company

On 22 August 2003, the Company filed an arbitration claim relating to revenue sharing from the provision of public payphone services over the wireline network. The Company claimed that TOT failed to pay to the Company for the Company’s revenue sharing that TOT collected for public payphone services during certain period amounting to Baht 43.94 million plus interest. On 8 April 2005, the arbitral tribunal granted an award in the Company’s favour. However, TOT filed a motion in the Central Administrative Court on 14 July 2005 for an order to withdraw the arbitral award. On 10 October 2005, the Company submitted the statement of objection to TOT’s motion in the Central Administrative Court. The lawsuit is currently in the judicial process of the Administrative Court. The ultimate outcomes of the aforementioned lawsuits are presently unable to determine, accordingly, no provision for possible liability has been made in the Company’s financial statements. Arbitration disputes outstanding, Thai Arbitration Institute 1)

Arbitration cases filed by the Company against TOT 1.1) Dispute in relation to the access charge. On 21 August 2002, the Company filed an arbitration claim regarding a dispute arising from the wireline concession between the Company and TOT. The terms of the wireline concession provided that the Company is entitled to additional consideration from TOT if TOT provides or allows any third parties to provide “special services” over the network. TOT allowed CAT and other mobile telecommunications service providers to use this network for mobile telecommunications services and obtained access charges from CAT and the other mobile telecommunications service providers. However, TOT disagreed that the use of the Company’s wireline network for mobile telecommunications services was a “special service” and therefore refused to give the Company the additional consideration. The Company claimed for its’ portion of revenue sharing regarding access charges received by TOT starting from October 1992 amounting to Baht 25,419.40 million. The hearing of

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

evidences and witnesses has been completed. The case is now pending arbitral award by the tribunal. On 21 February 2006, the Arbitration delivered to the Company rulings of the arbitration dated 17 January 2006. The arbitral rulings are as follows: 1. The Company is entitled to benefits derived from TOT’s provisions of special services on the Company’s network or from TOT’s permission for others to provided special services on the Company’s network. 2. With respect to benefits from the beginning until 22 August 2002, TOT must pay the Company the sum of Baht 9,175.82 million plus interest at the rate of 7.5% per annum from 22 August 2002. The payment must be made within 60 days from the receipt of the arbitral award. 3. As from 23 August 2002, TOT must pay to the Company 50% of the benefit derived by TOT from the portion accessing to the Company’s network. 1.2) Dispute in relation to revenue sharing collected from international call services. On 28 January 2005, the Company filed an arbitration claim against TOT regarding the calculation of revenue sharing from international calls under the wireline concession. The Company claimed damages in the amount of Baht 5,000.00 million for the failure to obtain the actual number of international incoming calls, and damages of Baht 3,407.68 million for the incorrect calculation. Both amounts are entitle to bear interest. The arbitration proceeding is scheduled to commence on 14 March 2006. 2)

Arbitration cases filed by TOT against the Company 2.1) Dispute in relation to the use of True logo on public payphone booths. On 23 July 2004, TOT filed an arbitration claim against the Company alleging that the Company failed to comply with TOT’s requirements for the public payphone booths. TOT claimed damages for the use of the Company’s logo on the public payphone booths amounting to Baht 433.85 million. On 30 November 2005, the Company submitted the statement of objection. The first meeting of the arbitral proceedings has been scheduled on 13 January 2006. The arbitration proceeding is scheduled to commence on 7 February 2006 onwards. 2.2) Dispute in relation to the use of True’s name and logo on invoices/receipts. On 13 December 2004, TOT filed an arbitration claim against the Company, claiming the advertisement compensation for the unauthorised publication of True’s name and logo on TOT’s invoices/receipts to customers at the rate of Baht 4 per invoice/receipt from August 2001 until August 2004 for the total of Baht 785.64 million plus interest. However, on 11 March 2005, TOT claimed another damages amounting to Baht 106.80 million and Baht 1,030.50 million for changing of invoices pattern to A4 size. The Company submitted the statement of objection on 25 November 2005. The first meeting of the arbitral proceedings has been scheduled on 26 December 2005. The arbitration proceeding is scheduled to commence on 5 June 2006 onwards. 2.3) Dispute in relation to TA1234 campaign. On 30 June 2005, TOT filed an arbitration claim alleging that it suffered damages from the loss of revenue sharing from 16 November 2000 to March 2005 of Baht 15,804.18 million as a result of the Company’s invoices of domestic long distance call services at reduced tariff rates under the Company’s “TA 1234” campaign. TOT also sought an order compelling the Company to collect domestic long distance call tariffs at the rates agreed in the wireline concession.

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The Company submitted the statement of objection on 4 January 2006 and waiting for the next schedule from the Arbitration Institute. 2.4) Dispute in relation to high speed internet (ADSL) service. On 28 October 2005, TOT filed the arbitration claim against the Company, claiming that the Company were in breach of the wireline concession by allowing other parties to provide high speed internet service (ADSL). TOT claimed for the amount of Baht 2,010.21 million plus interest. In addition, TOT has claimed continuous damages from July 2005 at the rate of Baht 180.00 million per month, plus interest. TOT also requested an order prohibiting the Company from providing ADSL service or allowing any other parties to provide ADSL service. The Company requested for extension of submitted the statement of objection to be on 22 February 2006. The ultimate outcomes of the aforementioned arbitration are presently unable to determine, accordingly, no provision for possible liability has been made in the Companyâ&#x20AC;&#x2122;s financial statements. The Management, however, believes that the Companyâ&#x20AC;&#x2122;s defence is solid and that the Company stands a good chance of winning all those cases.

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Litigation case files by the Company against TOT

Litigation case files by TOT against the Company

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

8. CAPITAL STRUCTURE 8.1

Company’s Securities (a)

Authorized Capital

As at 31st December 2005, the company’s authorized capital is Baht 46,774,214,840 consisting of 3,978,015,965 ordinary shares with a par value of Baht 10 per share and 699,405,519 preference shares with a par value of Baht 10 per share. The Company’s paid-up capital is Baht 40,947,453,530 comprising of 3,395,339,834 ordinary shares with a par value of Baht 10 per share and 699,405,519 preference shares with a par value of Baht 10 per share. Secondary Market of ordinary shares in the Present Presently, ordinary shares of the Company are now available on the Stock Exchange of Thailand (“SET”) (b)

Preferred shares

The Extraordinary General Meeting of the Shareholders No. 1/2543 held on February 14, 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: 1.

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: (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 1 (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 “Cumulative Dividends in Arrears”). 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.

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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.

(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.

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 2 (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 2 (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 KfW’s cost plus 20% per annum. The exercise prices for other periods will be in different formulas, which factor in share price changes. (c)

NVDR (Non-Voting Depository Receipt)

An NVDR or is a Non-Voting Depository Receipt trading instrument issued by the Thai NVDR Company Limited, a subsidiary wholly owned by The Stock Exchange of Thailand (SET). The NVDR is a security as specified by the SEC and is automatically regarded as a listed security in the SET. By investing in NVDRs, investor will receive all financial benefit, as if they had invested in a company’s ordinary shares. The only difference between investing in the NVDR and the company’s ordinary shares is NVDR holders have no right to vote. As at 23rd November 2005, Thai NVDR Company Limited invested in a company’s ordinary shares in the amount of 93,348,192 shares, which represents 2.28% of the total shares to be issued and paid-up of said company.

TRUETK: Capital Structure

True Corporation Public Company Limited

1) 2) 3) 4) 5)

Annual Registration Statements (Report Form 56-1)

(d) Warrant Warrants under the Employee Stock Option Plan Year 2000 (“ESOP 2000”) Warrants under the Employee Stock Option Plan Year 2002 (“ESOP 2002”) Warrants under the Employee Stock Option Plan Year 2003 (“ESOP 2003”) Warrants under the Employee Stock Option Plan Year 2004 (“ESOP 2004”) The Company has executed the project named ESOP 2005. At the moment, it is under review to grant the approval to issue and offer the sale of the warrant under the said ESOP 2005 project and it is expected to obtain the approval from the Securities and Exchange Commission (“SEC”) in the early of year 2006. The Company has disclosed the information of ESOP 2005 in “Obligation in stock issuance in the future”.

DETAILS OF EMPLOYEE STOCK OPTION PLAN 1)

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 Company’s ordinary shares to certain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows: Number of Warrants Issued and Outstanding

36,995,000 units

Date of Issuance

9th June 2000

Maturity

10 years from the issuance date

Date of Expiry

9th June 2010

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

TRUETK: Capital Structure

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

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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:

Number of Warrants Issued and Outstanding

: 37,131,597 units

Date of Issuance

14th June 2002

Maturity:

5 years from the issuance date

Date of Expiry

13th June 2007

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:

Exercise Ratio:

TRUETK: Capital Structure

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.

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

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Employee Stock Option Plan 2003 The Annual General Shareholders Meeting of the Company for the year 2003 held on April 11, 2003 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:

Number of Warrants Issued and Outstanding

: 14,547,189 units (as of 28th February 2006)

Date of Issuance

17th June 2003

Maturity

5 years from the issuance date

Date of Expiry

16th June 2008

Exercise Period

Exercise Ratio

TRUETK: Capital Structure

The 1st Certificate:

Warrant Holders shall be starting exercising from 17th June 2004 until its expiration.

The 2nd Certificate:

Warrant Holders shall be starting exercising from 17th June 2005 until its expiration.

The 3rd Certificate:

Warrant Holders shall be starting exercising from 17th June 2006 until its expiration.

One unit of warrants entitles to purchase one ordinary share at Baht 5.20

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Employee Stock Option Plan 2004 The Extraordinary General Shareholders Meeting No. 2/2547 of the Company for the year 2004 held on 10th June 2004 has approved the issuance and the offer of nontransferable 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:

Number of Warrants Issued and Outstanding

: 18,274,444 units

Date of Issuance

7th February 2005

Maturity

5 years from the issuance date

Date of Expiry

: 6th February 2010

Exercise Period

Exercise Ratio

TRUETK: Capital Structure

Warrant Holders shall be starting exercising from 7th February 2006 until its expiration.

The 2nd Certificate:

Warrant Holders shall be starting exercising from 7th February 2007 until its expiration.

The 3rd Certificate:

Warrant Holders shall be starting exercising from 7th February 2008 until its expiration.

One unit of warrants entitles to purchase one ordinary share at Baht 11.20

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(e) Shareholders Agreement The Shareholders Agreement dated December 22, 1999 Kreditanstalt für 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: 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.

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: (1) any amendment to the Memorandum and Articles of Association and amendments to rights attached to shares; (2) 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; (3) 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; (4) any change in the number of directors or the quorum for meetings of the Board of directors; (5) delisting of the shares in the Stock Exchange of Thailand; and (6) carry on any business other than Authorized Businesses (as defined in the Debt Restructuring Agreement).

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.

During the first three years from the date of KfW’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.

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

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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.

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.

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. 4. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2003) The Annual General Shareholders Meeting for the year 2003 held on 11th April 2003 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 19,862,729 units (“ESOP 2003”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 19,862,729 new ordinary shares to be reserved for exercise of the warrants rights according to such plan. 5. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2004) The Extraordinary General Shareholders Meeting No. 3/2547, held on 23rd September 2004 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 19,111,159 units (“ESOP 2004”). In this regard, the Shareholders Meeting has resolved to approve

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

the allocation of 19,111,159 new ordinary shares to be reserved for exercise of the warrants right according to such plan. (This resolution is merely to replace the former resolution of the Extraordinary General Shareholders Meeting No. 2/2547, held on 10th June 2004) 6. For the capital increase to reserve for IFC The Extraordinary General Shareholders Meeting No. 1/2548, held on 15th July 2005 (is made in order to replace the past resolution of the Extraordinary General Shareholders Meeting No. 3/2547) approve the offering and sale of the 29,894,356,shares 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. The Company also allocated part of these increasing shares to reserve for IFC under the C Loan Agreement. 7. For offering and sale on the private placement The Extraordinary General Shareholders Meeting No. 1/2548, held on 15th July 2005 (is made in order to replace the past resolution of the Extraordinary General Shareholders Meeting No. 3/2547) approve the offering and sale of the 402,000,000 shares on the private placement basis at the price below par value. The definite offering price shall be determined by using the book build process but in any event not lower than Baht 3 per share. In addition, the Extraordinary General Shareholders Meeting No. 1/2548 held on 15th July 2005 has approved the issuance and offering of warrants to purchase the Company’s ordinary shares to the directors and employees at executive level of the Company and/or its subsidiaries (“ESOP 2005 Project”) details are as follows: Total Number of Warrants to be Offered : Offering Price per unit : Term : Exercise Ratio

Exercise Price

Not exceeding 18,774,429 units Baht 0 Not exceeding 5 years from the issuance and offering date Except in the case of adjustment of the Exercise Price and Exercise Ratio, one unit of Warrants will be entitled to purchase one ordinary share Baht 9.73 per share which is the weighted average closing price of the Company’s shares traded on the Stock Exchange of Thailand during 30 business days prior to the date of the Shareholders’ Meeting

the moment, it is under review to grant the approval to issue and offer the sale of the warrant under the said ESOP 2005 project and it is expected to obtain the approval from the Securities and Exchange Commission (“SEC”) in early year 2006. The Company completed reserved 18,774,429 ordinary shares for the exercise of the rights of the warrants to be issued under ESOP 2005 project.

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

8.2 SHAREHOLDERS

True Corporation Public Company Limited Major Shareholders 1 (as of 23rd November 2005) NAME

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

CP Group

THAI TRUST FUND

KREDITANSTALT FÜR WIEDERAUFBAU (“KfW”) HSBC (SINGAPORE) NOMINEES PTE LTD

MORGAN STANLEY & CO INTERNATIONAL LIMITED STATE STREET BANK AND TRUST COMPANY THAI NVDR COMPANY LIMITED NORTRUST NOMINEES LTD

10 11

CLEARSTREAM NOMINEES LTD

10.

STATE STREET BANK AND TRUST COMPANY, FOR LONDON 12

1 2 3

5 6

7 8

10, 11, 12

No. of Shares (Million Shares)

% of Total Issued Shares 2

1,393.62

34.03

357.99

8.74

341.41

8.34

141.25

3.45

101.14

2.47

95.52

2.33

93.35

2.28

88.60

2.16

76.31

1.86

50.79

1.24

There is no cross-shareholding between the Company and its major shareholders Including common shares and preferred shares. Consisting of 1) Charoen Pokphand Group Co., Ltd. 2) Bangkok Telecom Holding Company Limited (17.49% held by Charoen Pokphand Group Co., Ltd. (“CPG”) and 82.50% held by the Chearavanont Family) 3) Charoen Pokphand Foods Public Company Limited (39.40% held by CPG and connected person(s) of CPG pursuant to the section 258 of the Securities and Exchange Act) 4) Bangkok Produce Merchandising Public C o mp any Li mi ted (99.44% held by Charoen Pokphand Foods Public Company Limited) 5) B ang kok Ag ro- Ind us t r ial Prod uc t s Pub lic Co mp an y Lim ited (99.90% held by Charoen Pokphand Foods Public Company Limited) 6) C h aroe n Pok ph an d Northeastern Public Company Limited (99.61% held by Charoen Pokphand Foods Public Company Limited) 7) Kasetphand Industry Company Limited (100% held by Charoen Pokphand Group Co., Ltd.) 8) Charoen Pokphand Enterprise Company Limited (100% held by Charoen Pokphand Group Co., Ltd.) 9) Unique Network Company Limited (46.44% held by Bangkok Telecom Holding Company Limited and 42.99% held by connected person(s) of CPG pursuant to the section 258 of the Securities and Exchange Act) 10) Wide Broad Cast Company Limited (44.80% held by Bangkok Telecom Holding Company Limited and 41.45% held by connected person(s) of CPG pursuant to the section 258 of the Securities and Exchange Act) 11) C.P. Interfood (Thailand) Company Limited (100% held by Charoen Pokphand Group Co., Ltd.) 12) Star Marketing Company Limited (100% held by Charoen Pokphand Group Co., Ltd.) 13) Advance Pharma Company Limited (100% held by Charoen Pokphand Group Co., Ltd.) and 14) Golden Tower Trading Limited (held by an outsider having no relation to CPG but reported as in the same group because Golden Tower Trading Limited might vote in the same direction as CPG at the True shareholders meetings) Thai Trust Fund managed by the Thai Trust Fund Management Co., Ltd., established by the Stock Exchange of Thailand (“SET”). The Thai Trust Fund has Thai nationality. Its purpose is to provide an alternative portfolio investment vehicle for foreign investors in the SET. As of 23rd November 2005, Thai Trust Fund held shares for KfW 8.74 percent of the Company’s paid-up capital. A financial institution for development, 100% of its share is held by the government of the Federal Republic of Germany. The company is registered in Singapore and invested in the SET without disclosing that the investment is neither for itself nor for others. True has no authority to request that company for the afore-mentioned disclosure. The company is registered in England and invested in the SET without disclosing that the investment is neither for itself nor for others. True has no authority to request that company for the afore-mentioned disclosure. The company is registered in U.S.A. and invested in the SET without disclosing that the investment is neither for itself nor for others. True has no authority to request that company for the afore-mentioned disclosure. a subsidiary wholly owned by the SET. The NVDR is a security as specified by the SET and is automatically regarded as a listed security on the SET. By investing in NVDRs, the investor will receive all financial benefits, as if they invest in a company’s ordinary shares. The only difference between investing in the NVDR and the company’s ordinary shares is that NVDR holders have no rights to vote. The companies are registered in England and invested in the SET without disclosing that the investment is neither for itself nor for others. True has no authority to request that company for the afore-mentioned disclosure.

TRUETK: Capital Structure

True Corporation 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 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 major shareholders have entered into a shareholders’ agreement under which they agreed the Company 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. For the dividend policy of subsidiary companies, each subsidiary company’s Board of Directors will consider the payment of dividends from the balance of cash flows taking into account the capital expenditure requirements of the subsidiary company. Subject to the availability of cash flows at the subsidiary company and only if it has set aside a legal reserve, the Board of Directors of each subsidiary company shall consider the payment of dividends on a case-by-case basis. 8.4 Liabilities Structure As of December 31, 2005, the total liabilities of the Company and its subsidiaries according to the consolidated financial statements is Baht 107,751 million. The details are as follows:

Liabilities of the Company on consolidated basis Current liabilities Short-term borrowings Trade account payable Current portion of long-term borrowings Unearned income Accrued expenses Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings Long-term trade account payable Other non-current liabilities Total non-current liabilities Total liabilities

(Unit:million Baht) Amount 13,174 4,918 7,153 1,065 3,919 2,236 32,465

74,984 0 302 75,286 107,751

As of December 31, 2005, the total borrowings including the total long-term trade account payable (which is consisting of both current portion and long-time portion) of the Company and its subsidiaries was Baht 95,200 million. This consisted of the borrowings and long-term trade account payable that were denominated in Baht currency of Baht

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

84,190 million; denominated in US Dollar currency of Baht 7,000 million (or USD 170 million); and denominated in Yen currency of Baht 4,010 million (or Yen 11,423 million). Since the debt restructuring on December 22, 1999 until December 31, 2005, 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 approximately Baht 2,000 million to decrease its interest payment obligation and to reduce its foreign currency exposure. In the past, the Company had large amount of US Dollar loan. It has had policy to reduce fluctuation from foreign currency exchange, and has successfully reduced US dollar loan through the following measures: February 2001

The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 532 million.

June 2001

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.

July 2001

The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 368 million.

September 2001

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.

December 2001

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

March 2002

The Company and its subsidiaries repaid its loan in the amount of approximately Baht 948 million.

July 2002

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.

October 2002

TRUETK: Capital Structure

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 amount of USD 452 million. The

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

holders of both tranches of the debentures have participated in collateral sharing with the former Secured Creditors after the issuance of the debentures. December 2002

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.

February 2003

As of 18 February 2003, the Company issued Baht debentures No. 1/2546 which is the third tranche in the amount of Baht 3,319 million. The company used the proceeds received from the debentures to prepay remaining US Dollar loan in the amount of USD 78 million.

October 2003

The company signed a loan agreement with a group of local commercial banks and financial institutions in the amount of Baht 21,419 million to refinance Baht loan in equal amount. The new Baht loan bear lower interest rate resulting in reduction of the Companyâ&#x20AC;&#x2122;s interest expense.

February 2004

The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 331 million or around Baht 120 million.

June 2004

As of 25 June 2004, the Company issued Baht debentures No. 1/2547 which is the fourth tranche in the amount of Baht 2,413 million. The company used the proceeds received from the debentures to prepay all remaining US Dollar loan that the Company already swapped in the amount of USD 51 million.

October 2004

The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 190 million or around Baht 74 million.

February 2005

The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 1,336 million or around Baht 491 million.

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 implementation of all measures as described above to reduce the foreign currency exchange fluctuation, the Company has decreased the portion of the foreign debt from 68.3% at the end of 2000 to 11.6% as of December 31, 2005.

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Chart : Loan Structure Movement Unit: million Baht 100,000

95,200 4,010 86,044

80,000

76,520

78,710

77,187 75,051

6,591

8,205

73,634

7,000

4,729 6,664

73,379 11,581

16,091

16,239

60,000

11,376 3,153 5,624

32,253 37,657 25,242

84,190

35,134

40,000

74,651 62,453 56,379

20,000

38,252 32,271

32,152 23,826

0 1998

Debentures

1999

2000

Baht loan

2001

US$ Loan

2002

2003

2004

2005

Yen Loan

The Extraordinary General Meeting of the Shareholders No. 1/2544 held on June 28, 2002 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 as follows: 1) 2) 3) 4)

Early Redeemable Secured Debenture with Periodic Payments No. 1/2545, Due 2008 Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments No. 2/2545, Due 2011 Secured Debenture with Periodic Payments No. 1/2546, Due 2007 Secured Debenture with Periodic Payments No. 1/2547, Due 2011

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

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

DETAILS OF DEBENTURES OF THE COMPANY 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 True Corporation Public Company Limited No. 1/2545, due 2008

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 Baht)

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

: 15th October 2002

7) Maturity Date

: 7th 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 7th January 2003 onwards. The last principal repayment date will occur on the date of redemption.

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Table of Principal repayment

7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th

Installment Date January 2003 April 2003 July 2003 October 2003 January 2004 April 2004 July 2004 October 2004 January 2005 April 2005 July 2005 October 2005 January 2006 April 2006 July 2006 October 2006 January 2007 April 2007 July 2007 October 2007 January 2008 April 2008 July 2008

(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

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 7th January, 7th April, 7th July and 7th October of each year commencing on 7th 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.

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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

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 interest and principal, under the Terms & Conditions, Lead Underwriter

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 December 23, 2005. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.

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 True 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

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 Baht)

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

15th October 2002

7) Maturity Date

3rd February 2011

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

TRUETK: Capital Structure

True Corporation Public Company Limited

9) Principal Repayment

Annual Registration Statements (Report Form 56-1)

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

3rd 3rd 3rd 3rd 3rd 3rd

Installment Date November 2009 February 2010 May 2010 August 2010 November 2010 February 2011

10) Interest Rate and Interest Payment

(unit : Baht) Principal repayment per unit 160.00 160.00 160.00 160.00 180.00 180.00 The Company shall pay interest of the debentures at the rate of MLR p.a. during every three (3)month period on 3rd February, 3rd May, 3rd August and 3rd November of each year commencing on 3rd 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

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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. 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 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

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 December 23, 2005. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.

Secured Debenture with Periodic Payments No. 1/2546, Due 2007 1) Name of the debentures

Secured Debenture with Periodic Payments of True Corporation Public Company Limited No. 1/2546, due 2007

2) Type of the debentures

Secured Debenture with Periodic Payments with the particulars of the holders, have a trustee.

3) Amount and value of the debentures

3,319,000 units, valuing in the amount of Baht 3,319,000,000 (three billion three hundred and nineteen million Baht)

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

18th February 2003

7) Maturity Date

7th October 2007

8) Status of the debentures

TRUETK: Capital Structure

True Corporation Public Company Limited

9) Principal Repayment

Annual Registration Statements (Report Form 56-1)

The Company shall repay principal by installment on every interest payment date commencing on 7th January 2005 onwards. The last principal repayment date will occur on the date of redemption.

Table of Principal repayment

7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th

Installment Date January 2005 April 2005 July 2005 October 2005 January 2006 April 2006 July 2006 October 2006 January 2007 April 2007 July 2007 October 2007

10) Interest Rate and

The Company shall pay interest of the debentures at the rate of fixed at 5.8% during every three (3)-month period on 7th January, 7th April, 7th July and 7th October of each year commencing on 7th April 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.

Interest Payment

11) Redemption of the debentures

TRUETK: Capital Structure

(unit : Baht) Principal repayment per unit 12.50 12.50 97.50 97.50 97.50 97.50 97.50 97.50 97.50 97.50 97.50 97.50

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

12) Repurchase of the debentures

Subject to the Inter-Creditor Agreement, the Company is entitled to purchase the Debentures No. 1/2546 in the secondary market or anywhere and at any time. When the Company has purchased the Debentures No. 1/2546, indebtedness under the Debentures No. 1/2546 shall be deemed extinguished. The Company must notify the Registrar to immediately terminate the purchased Debentures No. 1/2546.

13) Collateral

Throughout the duration of the Debentures No. 1/2546, 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. 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. 14) Credit Rating

TRUETK: Capital Structure

The Company will cause the Debentures No. 1/2546 to be rated by TRIS Rating Co., Ltd. (or other credit rating companies approved by the SEC) throughout the duration of the Debentures No. 1/2546. The Debentures No. 1/2546 are rated by TRIS Rating Co., Ltd. at â&#x20AC;&#x153;BBBâ&#x20AC;? on December 23, 2005. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Secured Debenture with Periodic Payments No. 1/2547, Due 2011 1) Name of the debentures

Secured Debenture with Periodic Payments of True Corporation Public Company Limited No. 1/2547, due 2011

2) Type of the debentures

Secured Debenture with Periodic Payments with the particulars of the holders, have a trustee.

3) Amount and value of the

2,413,000 units, valuing in the amount of Baht 2,413,000,000 (two billion four hundred and thirteen million Baht)

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

25th June 2004

7) Maturity Date

7th July 2011

8) Status of the debentures

9) Principal Repayment

The Company shall repay principal by installment on every interest payment date commencing on 7th October 2008 onwards. The last principal repayment date will occur on the date of redemption.

debentures

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Table of Principal repayment

7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th 7th

Installment Date October 2008 January 2009 April 2009 July 2009 October 2009 January 2010 April 2010 July 2010 October 2010 January 2011 April 2011 July 2011

(unit : Baht) Principal repayment per unit 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.37

10) Interest Rate and Interest Payment

The Company shall pay interest of the debentures at the rate of fixed at 6.80% during every three (3)-month period on 7th January, 7th April, 7th July and 7th October of each year commencing on 7th October 2004. 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

12) Repurchase of the debentures

Subject to the Inter-Creditor Agreement, the Company is entitled to purchase the Debentures No. 1/2547 in the secondary market or anywhere and at any time. When the Company has purchased the Debentures No. 1/2547, indebtedness under the Debentures No. 1/2547 shall be deemed extinguished. The Company must notify the Registrar to immediately terminate the purchased Debentures No. 1/2547.

TRUETK: Capital Structure

True Corporation Public Company Limited

13) Collateral

Annual Registration Statements (Report Form 56-1)

Throughout the duration of the Debentures No. 1/2547, 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. 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.

14) Credit Rating

TRUETK: Capital Structure

The Company will cause the Debentures No. 1/2547 to be rated by TRIS Rating Co., Ltd. (or other credit rating companies approved by the SEC) throughout the duration of the Debentures No. 1/2547. The Debentures No. 1/2547 are rated by TRIS Rating Co., Ltd. at â&#x20AC;&#x153;BBBâ&#x20AC;? on December 23, 2005. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.

TRUETL: Management

Marketing

Home / Consumer Solution & Highspeed Access

Distribution & Sales

Office / SME Solution & Wireless Access

Customer Management

Corporate Solution, Wholesales & Data

Group Management Committee

Independent Committee

Corporate Governance Committee

Compensation & Nominating Committee

9.1 Management Structure

9. MANAGEMENT

True Corporation Public Company Limited

Legal

Corporate Communication & Public Affairs

Operation

President / Chief Executive Officer

Board of Directors

Human Resources

Finance & Accounting

Research & Development

Group Investment

Marketing & Brand Committee

Audit Committee

Finance Committee

Corporate Planning & Quality Assurance

Group Internal Audit

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Management Structure of the Company consists of: A. The Board of Directors B. The Committees of the Board of Directors 1) Audit Committee 2) Independent Committee 3) Compensation and Nominating Committee 4) Finance Committee 5) Corporate Governance Committee C. The Executive Officers A.

The Board of Directors

Pursuant to the Company’s Articles of Association, it is stipulated that the Board of Directors shall consist of not less than 5 directors and not less than one half of all directors shall have residence in the Kingdom. The qualifications of the Company’s directors shall be as prescribed by laws. As of 31st December 2005, the Company’s Board of Directors consists of 18 members as follows: 1) 2)

4 Executive Directors 14 Non-Executive Directors consisting of - 4 Independent Directors - 10 Directors irrelevant to the Company’s business management including the lender group’s representatives and the major shareholders

Definition The Executive Director means a director who holds the management position and engages in the Company’s business management. The Non-Executive Director means a director who has not held the management position and has not engaged in the Company’s business management and whether or not has been the Independent Director. The Independent Director means a director holds the following qualifications: - Not engage in the business management of the Company, affiliated company, associated company, related company or Company’s major shareholders, and not being an employee, staff member, consultant obtaining the salary from the Company, affiliated company, associated company, related company or Company’s major shareholders. No control power to the Company, affiliated company, associated company or conflict of interest person. - Hold shares less than 5 percents of the total shares that having the rights to vote of the Company, affiliated company, associated company, related company or person who may have conflict of interest person inclusive of the amount of shares held by connected person pursuant to the Article 258 under Securities Act B.E. 2535.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

- Not being a connected person or related person with executives or major shareholders of the Company, affiliated companies, associated companies or conflict of interest person. - No assignment to be the representative for protecting the interests of the Board of Directors, major shareholders, the shareholders who are related person with the major shareholders of the Company. - Be able to perform and provide comments or report the performance assigned by the Board of Directors independently. Not being under control of the management or major shareholders including the related person or close relative of the said person. The Board of Directors of the Company (as of 31st December 2005) is as follows: Name 1. 2.

Mr. Narong Mr. Vitthya

Srisa-an Vejjajiva

Dr. Kosol

Petchsuwan

Mr. Joti

Bhokavanij

5. 6. 7. 8. 9. 10. 11. 12.

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

Chearavanont Jiaravanon Taulananda Souvannakitti Asvanund Chearavanont Chearavanont Jiaravanon

13. Mr. Vichaow

Rakphongphairoj

14. 15. 16. 17. 18.

Sanphasitvong Heims Klocke Link Lam

Mr. Umroong Mr. Heinrich Mr. Andreas Mr. Harald Dr. Lee G.

Position 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 Managing Director-Group Investment Director, Managing Director and Chief Operating Officer Director Director Director Director Director

All the Director qualifications have been prescribed by laws and they have not been forbidden pursuant to the laws and the announcements of the Securities and Exchange Commission and the Stock Exchange of Thailand. Authorized Directors Mr.Supachai Chearavanont or Mr. Vichaow Rakphongphairoj jointly sign with Mr. Athueck Asvanund or Mr. Soopakij Chearavanont or Mr. Chatchaval Jiaravanon together with the Companyâ&#x20AC;&#x2122;s seal affixed.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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, Articles of Association of the Company and resolutions of shareholders meetings. With regard to the management of the Company, the Board of Directors has authority to make any decision related to the Companyâ&#x20AC;&#x2122;s regular operation except for the matter that 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. In the year 2005, 6 Board of Directors meetings was held. Director attendance at those meetings was as follows: Directors

Attendance / Number of Meetings* (times)

1. Mr. Narong

Srisa-an

5/6

2. Mr. Vitthya

Vejjajiva

6/6

3. Dr. Kosol

Petchsuwan

6/6

4. Mr. Joti

Bhokavanij

6/6

5. Mr. Dhanin

Chearavanont

3/6

6. Mr. Sumet

Jiaravanon

2/6

7. Dr. Ajva

Taulananda

5/6

8. Mr. Chaleo

Souvannakitti

6/6

9. Mr. Athueck

Asvanund

5/6

10. Mr. Supachai

Chearavanont

5/6

11. Mr. Soopakij

Chearavanont

4/6

12. Mr. Chatchaval

Jiaravanon

5/6

13. Mr. Vichaow

Rakphongphairoj

6/6

14. Mr. Umroong

Sanphasitvong

6/6

15. Mr. Heinrich

Heims

3/6

16. Mr. Andreas

Klocke

6/6

17. Mr. Harald

Link

3/6

Lam

5/6

18. Dr. Lee Remark: *

Attendance/Number of Meetings have been presented the frequency of times which each director has attended the meeting since the early of year 2005 or from the time which the director has been appointed as the director of the Company on case by case basis during the year comparing to the frequency of times which the Company has organized the meeting during the year 2005.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

All directors have devoted to the assignment as the Director. They cooperate in all Company’s business engagement which is the heavy tasks and responsibilities. As for the role, duty and responsibility of the Board of Directors including attending the meeting of each director, all directors have attended all the meetings except in the case where there are the important and necessary incidents which could not be avoided. However, a director who has other necessary assignment and could not attend the director meeting, he will inform the rationale of absence and provide his comment on the substantial agenda in advance. Moreover, the Board of Directors has provided the support to the seminar organized by Thai Institute of Directors Association (“IOD”). Some of the Director has also been the Independent Director who has the real independence and has not been the authorized signatory binding the Company. All Directors have the qualification in compliance with the principle stipulated by the Securities and Exchange Commission, and the Stock Exchange of Thailand. Election of Directors The Compensation and Nominating Committee has been responsible to consider the qualification of the person to be elected as the Director or Independent Director of the Company by considering the high prestige and experience in order to get the appropriated person for the Company’s business. The consideration with the opinion will be presented to the Board of Directors for initial consideration and the Board of Directors will present the information together with the Compensation and Nominating Committee’s opinion to the Shareholders’ Meeting for final consideration in the election of the Director of the Company. With regard to the rights 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. B. The Committees of the Board of Directors 1) Audit Committee As of 31st December 2005, the Audit Committee of the Company consists of 3 persons as follows: 1. Mr. Vitthya Vejjajiva Chairman of the Audit Committee 2. Dr. Kosol Petchsuwan Member of the Audit Committee 3. Mr. Joti Bhokavanij Member of the Audit Committee The scope of duty and responsibility of the Audit Committee is as follows: 1. To review the Company’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;

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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. 2) Independent Committee The Independent Committee is responsible for reviewing and monitoring the entering into high significant connected transactions, which may involve a high significant conflict of interest with the Company. The Committee consists of the following members: 1. Mr. Narong Srisa-an Independent Director 2. Mr. Joti Bhokavanij Independent Director 3. Mr. Andreas Klocke KfW-nominated Director 4. Mr. Supachai Chearavanont CP-nominated Director 5. Mr. Athueck Asvanund CP-nominated Director In the case of any major shareholder having a conflict of interest, Directors nominated by the said shareholder will abstain from the Independent Committee Meeting when considering such case. 3) Compensation and Nominating Committee The Compensation and Nominating Committee is responsible for determining the compensation and considering the nomination of the directors of the Company. The committee consists of the following members: 1. Mr. Dhanin Chearavanont 2. Mr. Heinrich Heims 3. Mr. Soopakij Chearavanont 4. Mr. Umroong Sanphasitvong 4) Finance Committee The Finance Committee assists the Company in reviewing and monitoring the financial management of the Company. The committee consists of the following members: 1. Dr. Ajva Taulananda 2. Mr. Chaleo Souvannakitti 3. Mr. Heinrich Heims (alternates being Mr. Andreas Klocke) 4. Mr. Umroong Sanphasitvong 5) Corporate Governance Committee The Corporate Governance Committee was appointed on 24th March 2006 by the Board of Directors Meeting, the new set of committee consists of the following directors: 1. Mr. Narong Srisa-an 2. Mr. Vitthya Vejjajiva 3. Dr. Kosol Petchsuwan 4. Mr. Joti Bhokavanij 5. Mr. Andreas Klocke

TRUETL: Management

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

C. The Executive Officers As of 31st December 2005, the executive officers of the Company are as follows: Name Position 1. Mr. Supachai Chearavanont Director, President and Chief Executive Officer 2. Mr. Vichaow Rakphongphairoj Director, Managing Director and Chief Operating Officer 3. Mr. Chatchaval Jiaravanon Director and Managing Director-Group Investment 4. Mr. Athueck Asvanund Vice Chairman, Group General Counsel and Acting Company Secretary 5. Mr. William Harris Chief Financial Officer 6.

Mr. Thiti

Nantapatsiri

Mr. Adhiruth

Thothaveesansuk

Mr. Songtham

Phianpattanawit

Managing Director Home/Consumer Solution & Highspeed Access Managing Director Office/SME Solution & Wireless Access Managing Director Corporate Solution, Wholesales & Data

Remark: 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. All the Executive Officer qualifications have been prescribed by laws and they have not been forbidden pursuant to the laws and the announcements of the Securities and Exchange Commission and the Stock Exchange of Thailand. 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.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

9.2 Remuneration for the Company’s Directors and the Executive Officers (1) Remuneration (1.1) Remuneration of the Directors The 20 Directors of the Company (2 Directors resigned during the year) are remunerated Baht 34.0 million for the year 2005. Remuneration per person (Baht/year) Group 1 - Chairman (Mr. Dhanin Chearavanont) - Independent Director who is also the Chairman of the Committee (Mr. Vitthya Vejjajiva) Total Group 2 - Independent Director who is also the member in the Committee (Mr. Narong Srisa-an, Dr. Kosol Petchsuwan and Mr. Joti Bhokavanij) Total Group 3 - Vice Chairman (Mr. Sumet Jiaravanon, Dr. Ajva Taulananda, Mr. Chaleo Souvannakitti and Mr. Athueck Asvanund) Total Group 4 - Director (Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Vichaow Rakphongphairoj, Mr. Umroong Sanphasitvong, Mr. Heinrich Heims, Mr. Andreas Klocke, Mr. Harald Link and Dr. Lee G. Lam) - Director who resigned during the year (Mr. Klaus Tuengeler and Mr. Claus Stadler) Total Grand Total

Total (Baht/year)

3,600,000 3,600,000

7,200,000 2,400,000

7,200,000 1,800,000

7,200,000 1,200,000

800,000 12,400,000 34,000,000

(1.2) Remuneration of the Executive Officers The 8 executives at the top level received remuneration totaling Baht 103.43 million for the Year 2005 from January to December, which included Baht 85.20 million for salary, Baht 14.20 million for performance pay and Baht 4.03 million for provident fund. (2) Other Compensation Other Compensation of the Directors and the Executive Officers of the Company are Employee Stock Option Plan 4 Projects details are as follows: (2.1) Employee Stock Option Plan 2004 (2.2) Employee Stock Option Plan 2003 (2.3) Employee Stock Option Plan 2002 (2.4) Employee Stock Option Plan 2000 In addition, the Company has executed the project named ESOP 2005. At the moment, it is under review to grant the approval to issue and offer the sale of the warrant under the said ESOP 2005 project and it is expected to obtain the approval from the Securities and Exchange Commission (“SEC”) in early year 2006.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Details of Employee Stock Option Plan (2.1) Employee Stock Option Plan 2004 The Extraordinary General Shareholders Meeting No. 2/2547 of the Company for the year 2004 held on 10th June 2004 has approved the issuance and the offer of nontransferable 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: Number of Warrants Issued and Outstanding

18,274,444 units

Date of Issuance

7th February 2005

Maturity

5 years from the issuance date

Date of Expiry

6th February 2010

Exercise Period

Exercise Ratio

The 1st Certificate:

Warrant Holders shall be starting exercising from 7th February 2006 until its expiration.

The 2nd Certificate:

Warrant Holders shall be starting exercising from 7th February 2007 until its expiration.

The 3rd Certificate:

Warrant Holders shall be starting exercising from 7th February 2008 until its expiration.

One unit of warrants entitles to purchase one ordinary share at Baht 11.20

(2.2) Employee Stock Option Plan 2003 The Annual General Shareholders Meeting of the Company for the year 2003 held on April 11, 2003 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: Number of Warrants Issued and Outstanding (as of 28th February 2006)

14,547,189 units

Date of Issuance

17th June 2003

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Maturity

5 years from the issuance date

Date of Expiry

16th June 2008

Exercise Period

Exercise Ratio

The 1st Certificate:

Warrant Holders shall be starting exercising from 17th June 2004 until its expiration.

The 2nd Certificate:

Warrant Holders shall be starting exercising from 17th June 2005 until its expiration.

The 3rd Certificate:

Warrant Holders shall be starting exercising from 17th June 2006 until its expiration.

One unit of warrants entitles to purchase one ordinary share at Baht 5.20

(2.3) 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: Number of Warrants Issued and Outstanding

37,131,597 units

Date of Issuance

14th June 2002

Maturity:

5 years from the issuance date

Date of Expiry

13th June 2007

Exercise Period:

Exercise Ratio:

TRUETL: Management

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.

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

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(2.4) 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: Number of Warrants Issued and Outstanding

36,995,000 units

Date of Issuance

9th June 2000

Maturity

10 years from the issuance date

Date of Expiry

9th June 2010

Exercise Period

Exercise Ratio

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

Details of Warrant-holding under ESOP Plan Name

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Dr.Ajva Mr.Soopakij Mr.Supachai Mr. Vichaow Mr.Chatchaval Mr.Athueck Mr.William Mr.Adhiruth Mr.Thiti Mr.Songtham

Taulananda Chearavanont Chearavanont Rakphongphairoj Jiaravanon Asvanund Harris Thothaveesansuk Nantapatsiri Phianpattanawit

TRUETL: Management

Warrants under ESOP 2004 No. of % of warrants project

Warrants under ESOP 2003 No. of % of warrants project

Warrants under ESOP 2002 No. of % of warrants project

Warrants under ESOP 2000 No. of % of warrants project

2,434,077 1,277,890 1,277,890 1,331,136 1,277,890 1,277,890 1,277,890 1,277,890

3,696,402 1,617,176 1,940,611 2,021,470 1,297,838 850,404 -

7,058,824 3,088,235 3,705,882 3,860,294 3,000,000 1,503,662 -

2,240,000 4,130,000 6,510,000 2,800,000 4,130,000 5,320,000 945,000 -

12.74 6.69 6.69 6.97 6.69 6.69 6.69 6.69

18.61 8.14 9.77 10.18 6.53 4.28 -

19.01 8.32 9.98 10.40 8.08 4.05 -

6.06 11.16 17.60 7.57 11.16 14.38 2.55 -

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

9.3 Corporate Governance Report True Corporation Public Company Limited has put in place policies to ensure that the Company’s business is conducted in accordance with applicable Thai laws, rules, and regulations. In addition, the Company’s Board of Directors is committed to maintaining high standards of corporate governance and transparent management processes essential for gaining the investor confidence that is necessary to maximize and sustain the value of the Company and the wealth of the Company’s shareholders. In 2005, the Company conducted its business in accordance with the following 15 principles of Good Corporate Governance (which are the guidelines recommended by the Stock Exchange of Thailand): 1. Corporate Governance Policy The Company’s Board of Directors recognizes the importance of good corporate governance. The Board is charged with managing the conduct of business in the interests of the Company and its shareholders under the applicable laws, rules and regulations, and the recognized policies of the Company. The Company has in place qualified management personnel, and has set up effective risk management procedures and internal control and audit systems to build long-term value for shareholders. At the same time, the Company protects the interests of all stakeholders by observing their rights, and by reinforcing transparency and accountability through accurate, complete, and timely information disclosures. The Company requires that all directors, executives, and employees act in accordance with the Corporate Governance Policy, established in 2003. The Corporate Governance Policy is published on the Company’s website in both Thai and English. 2. Rights and Equitable Treatment of Shareholders The Company’s Board of Directors observes the rights of shareholders and treats all of them equitably. Shareholders’ meetings are held within the Bangkok area and the rules and procedures for the meetings are clear and transparent. On all shareholder voting matters, each shareholder is entitled to exercise votes equal in number to the amount of shares owned by him or her. The Company ensures that shareholders have access to appropriate information within a reasonable period before the shareholders’ meeting. The meeting appointment and agenda are published in both Thai and English on the Company’s website and in local daily newspapers. The Company also allows shareholders to cast a proxy vote, and provides detailed information prior to the meeting on how to achieve this. An Independent Director is appointed as the holder of proxy votes for shareholders who are unable to attend the meeting. The Company has set up internal procedures to prevent the illegal disclosure of insider information for personal gain. In addition, the Company discloses to shareholders and general investors all information relating to the shareholdings or interests in the Company of directors and executives together with their related persons. In 2005, shareholders’ meetings were held at True Tower, a convenient location to travel to, and the Company provided shareholders with map and route information, registration details, and support staff to explain the rules and procedures for voting.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

3. Stakeholder Rights The Board of Directors recognizes the importance of acknowledging the rights of all stakeholders and the ability of stakeholders to influence positively the Company’s conduct and activities, and vice-versa. The Company observes the rights of all stakeholders by: - Specifying clear policies on the safety and welfare of employees, providing annual training and development courses for employees at all levels, and putting in place policies that continuously support employees and enhance effective performance. - Contributing to society by organizing a wide range of events and activities that make a social contribution. - Paying close attention to business management and administration to gain the investor confidence that is necessary to maximize and sustain the value of the Company and the wealth of the Company’s shareholders. - Prescribing rules and conditions that support clear and equitable business agreements, transactions and relationships with customers and suppliers. - Ensuring that any shareholder who has a special interest in, or is a related party to, any matter to be considered for resolution at a shareholders’ meeting shall not be entitled to vote on that matter. - Providing channels such as the Company website and the Investor Relations Department for stakeholders to obtain information and to contact management for further explanation. - Requiring all employees to act in accordance with the Code of Conduct by having them acknowledge the code and comply with the highest standards of behavior in their relationships with colleagues, customers, supplier, competitors, government agencies, and other stakeholders. 4. Shareholders’ Meeting The Board of Directors convenes the annual general shareholders’ meeting (AGM) within four months of the last date of the Company’s fiscal year. Extraordinary shareholders’ meetings are also held. Over the course of 2005, the Company held three shareholders’ meetings. One was an AGM and two were extraordinary shareholders’ meetings. The Company sends invitations and all relevant information for meetings to shareholders prior to the meeting date to give them sufficient time to study the information. This ensures that shareholders are given a longer notification period than the seven days required by law. In the case of meetings seeking the approval of issuance of securities to directors or employees, or the approval of major acquisition of assets, the Company submits invitations to shareholders at least 14 days prior to the meeting and shares the agenda by publication in local newspapers for three consecutive days prior to the meeting date. Registration procedures for the meetings are in place more than one hour before each meeting. Invitations sent to shareholders specify clearly the agenda items for acknowledgement, approval or consideration, provide information on directors seeking appointment to the Board, remuneration of directors, and provide auditor information, Board recommendations, and the reasons for each agenda item. The Chairman of the meeting directs the meeting in compliance with the Articles of Association of the Company by proceeding in accordance with the agenda as prescribed in the invitation; no consideration is given to any matter that is not already included on the agenda. Shareholders are given a reasonable period of time to raise questions for each agenda item. Before voting takes place, the Company informs shareholders about the rules and

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

procedures for voting and vote counting. Votes are taken in accordance with the sequence of agenda items. Directors, the Chairman or representatives of the Board’s committees, the President & CEO and members of management attend each meeting so that effective responses can be provided for all shareholder comments and questions. Meeting minutes are recorded accurately and in full. Shareholders’ questions and answers and the number of votes cast for, against and abstaining are noted in the meeting minutes. The meeting minutes are submitted to the regulator as prescribed by law or government regulation, and kept at the Company Secretary’s Department for reference. 5. Leadership and Vision The Company’s directors have broad knowledge and experience in a wide range of fields, and understand their duties and the commitment required to fulfill their directorships. The Corporate Governance Policy specifies the duties, responsibilities, composition, selection, structure, and procedures of the Company’s Board of Directors, including leadership and the relationship with the Company’s management. The Board performs its duties in accordance with applicable laws and the Corporate Governance Policy, and maintains the highest standards of business integrity. Directors clearly understand the Company’s overall business and have the leadership and supervisory skills to monitor and provide advice to management to ensure the efficient operation of the Company. The Company encourages directors to attend training courses organized by the Institute of Directors and other appropriate training organizations to ensure they perform their duties in accordance with the highest standards of business administration and the most up-to-date knowledge of laws, rules, regulations, business risks, and responsibilities regarding information disclosure related to the Company’s business. 6. Conflict of Interest The Corporate Governance Policy specifies the policy regarding related party transactions and the Company’s Code of Conduct. Each director has a duty to ensure that no transaction occurs that might cause a conflict of interest between the director and the Company. This includes preventing any act that might give advantage to a major shareholder, thus incurring damage to the Company. Any important transaction that requires resolution at a meeting of the Company’s shareholders must win support from not less than 75% of the votes cast by shareholders with voting rights at the meeting. Any important transaction that may affect the Company’s risk profile and business, and which is considered by the Board to be a significant matter that may affect the majority of shareholders, shall be submitted to a shareholders’ meeting for resolution, thus making it subject to the decision of shareholders, even though approval from a shareholders’ meeting would not normally be required in this regard. 7. Business Ethics The Board of Directors believes that a code of business ethics is an important basis for ensuring that employees understand good corporate governance practices, as expected by the Company and its shareholders. Every employee is required to read and

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

acknowledge the Code of Conduct to ensure that they understand and adhere to the rules and regulations contained therein. The Code of Conduct is also published on the Company’s website. The Code of Conduct addresses personal conduct, the workplace environment, protection of the Company’s property, relationships with customers, fair dealings, environmental protection and working with government agencies. The Company has put in place monitoring mechanisms to ensure that the activities of the Company are conducted in accordance with applicable laws and to a high standard of business ethics. In addition, the Company has compiled written regulations covering disciplinary matters and the authority by which supervisors may instigate disciplinary proceedings. The Human Resources Section has the authority to supervise disciplinary proceedings for employees violating the Code of Conduct or any relevant laws. 8. Balance of Power for Non-Executive Directors The composition of the Company’s Board of Directors is currently in accordance with the Corporate Governance Policy. At the end of 2005, the Company’s Board of Directors consisted of 18 directors, four of whom are executive directors and 14 of whom are non-executive directors. Among the 14 non-executive directors, four are independent directors and three hold positions on the Company’s Audit Committee. Ten directors are qualified directors in professional fields, including representatives of creditors and major shareholders appointed at shareholders’ meetings. The current number and allocation of seats on the Board reflect a fair proportion of each shareholder group’s investment. Non-executive directors remain a majority of the Company’s Board, keeping the balance of power with nonexecutives and ensuring decision-making independence and credible oversight of management. Independent Directors of the Company are independent from major shareholders and from any other relationship that might affect their discretion, and are fully qualified in accordance with regulatory requirements and the Company’s Corporate Governance Policy. 9. Separation of Authority The Board of Directors believes that in order to ensure effective independent supervision, the Chairman of the Board should be a non-executive director and should not hold the position of President & CEO. Currently, the Chairman of Board of Directors is neither an executive nor President & CEO. This provides a clear separation of authority and duties in prescribing Board policy and the oversight of management. 10. Remuneration of Directors and the Management The Company’s Board of Directors prescribes policy for disclosing the remuneration of directors and top executives in accordance with the provisions of the Public Limited Companies Act and rules and regulations.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The remuneration of directors and executives is recommended by the Compensation and Nominating Committee. The Committee engaged an independent consultant to survey and rank the remuneration of the Company’s executives, providing comparative information with the remuneration of executives at other telecommunication companies in Asia (since there are few telecommunication companies in Thailand). This ensures that remuneration of the Company’s executives is at an appropriate rate commensurate with executives at businesses of a size and type that is compatible with the Company, and taking into account the performance of the Company. Regarding the remuneration of directors, there has been no increase in the remuneration of directors during 2005 which remains at the same rate approved by resolution at the previous AGMs. Remuneration of Directors is paid on a monthly basis: Chairman Baht 300,000 Honorary Chairman Baht 200,000 Vice Chairman Baht 150,000 Director Baht 100,000

per per per per

month month month month

Any director being an employee of the Company shall receive the director’s remuneration in addition to his or her salary as an employee. Independent Directors who hold a position on a Committee shall receive remuneration as follows: Independent Director who is also the Chairman of the Committee.

Baht 300,000 per month

Independent Director who is also a member in the Committee.

Baht 200,000 per month

Remuneration of Independent Directors who are not members of a Committee, and directors who are not Independent Directors shall remain the same. Remuneration of Executives The Company’s Board of Directors, under the recommendation of the Compensation and Nominating Committee, considers and prescribes guidelines to evaluate the performance of senior executives and the President & CEO. The Compensation and Nominating Committee evaluates the performance of the President & CEO annually to determine the annual performance payment, and takes into account individual and corporate performance, including long-term Shareholder Value Added (SVA). Additionally, remuneration is also provided through the Employee Stock Option Plan (ESOP), launched by the Company to establish long-term performance incentives. Currently, there are four plans under the ESOP: ESOP 2000, ESOP 2002, ESOP 2003, and ESOP 2004. A further plan, ESOP 2005, is currently being considered for approval by the Securities and Exchange Commission, and is expected to be approved in early 2006. 11. Board of Directors’ Meetings The Company has clearly prescribed rules relating to the Board of Directors’ meetings in the Company’s Articles of Association. The Board meets at least once every three months. The schedule of the Board meetings for the coming year is set by consensus at the final Board meeting of the prior year and

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

written notice of each meeting is provided to directors so that they are sufficiently aware of the schedule and can allocate time to attend the meeting. The Chairman allocates sufficient time at each meeting to allow directors to consider the agenda items in full. The meeting agenda is clear and concise, and is accompanied by supporting documents providing key information. There is a regular agenda item for performance reports. The meeting agenda, along with the invitation and any important supporting documents, is submitted to directors at least seven days prior to the meeting date. Not less than half of the directors are required to be present at the Board meeting to constitute a quorum. A decision of the meeting is made by a majority of votes, with each director casting one vote. However, a director who is an interested party to any decision shall have no right to cast a vote on the matter. When a vote is tied, the Chairman shall cast the deciding vote. 12. Committees Constituted by the Board of Directors The Board of Directors has constituted the following committees to assist the Board in considering important matters: - Audit Committee - Finance Committee - Compensation and Nominating Committee - Independent Committee Accordingly, the Company has disclosed the charters of, and information about, these committees on the Companyâ&#x20AC;&#x2122;s website. Thereafter, the Board of Directors agreed to set up the Corporate Governance Committee, developed from the corporate governance working group. 13. Controlling Systems and Internal Audit The Board of Directors has set up various measures to reasonably ensure the standard of internal controlling systems. The Board has appointed the Audit Committee to take responsibility for the quality of financial reporting and the internal controlling system. Moreover, the Internal Audit Unit of the Company reports to the Audit Committee and is in charge of auditing and recommending appropriate guidelines for effective control and evaluation. The Company has risk management both in financial and operational risks and also has a Risk-based Audit Approach for its internal audit system. For operational risk, the Company has a BCP Steering Committee that is responsible for creating and managing the crisis management plan to support the Companyâ&#x20AC;&#x2122;s significant business operations under crisis conditions. The Company also has a financial risk management policy to mitigate risks arising from fluctuations in foreign currency exchange rates by adopting the following risk management practices: -

Entering into forward foreign exchange contracts; Negotiating payment terms for foreign currency settlements on an individual transaction basis; and Negotiating with foreign suppliers to share foreign exchange exposure.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The Company has disclosed information in relation to financial risk management in its financial statements for the year ended December 31, 2005, Notes to Financial Statements, RE: Financial Instruments. 14. Directors’ Report The Board of Directors is required by law to prepare the financial statements for the financial year for approval by the AGM. The Board directs the auditor to completely audit the financial statements before submitting it to the shareholders’ meeting. The Board recognizes that accurate and credible financial statements are an integral part of maintaining investor confidence in the Company’s securities. A report from the Board of Directors on the financial statements has been included in the Annual Report 2005, which will be submitted to shareholders together with the meeting invitation to the AGM. 15. Relations with Investors The Board of Directors recognizes the importance of disclosing accurate, complete, and transparent information in a timely manner to shareholders, investors and interested persons through the Company’s communications channels and to the news media as deemed appropriate. The Company has established an Investor Relations Department to provide information to shareholders and investors. The department is also the channel for shareholders and investors to make inquiries and requests for information. Investors can contact the Investor Relations Department during office hours: Tel. 0 2699 2515, Fax. 0 2643 0515, www.truecorp.co.th, or email: ir_office@truecorp.co.th The Company has also established a Public Relations Department to communicate and distribute information about the Company’s services to the news media and the general public. The Company’s website is an important channel to distribute news and information, and provides details on products, personnel, management, shareholders’ meetings and minutes, performance results, SET disclosures, and the annual report. Investors are also able to access Company financial reports from the last five years on the website. 9.4 Insider Trading Policy The Board of Directors has been aware of the importance to protect the taking of insider trading of the Company for the personal interests. The Company has a code of conduct regarding inside information and insider trading together with using applicable laws to monitor and prevent the personal use of confidential information of the Company by its management and related person, In addition, the Company has protected not to permit the Director and the senior management having the close relation to the information of the Company, to take the inside information acknowledged from being a Director and senior management for any interest to violate its own responsibilities to the Company and Shareholders and consequently stated to be the principle for strictly compliance. 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. As for the purchases, sales, transfers and assigned of the securities issued by the Company, the Director and senior management have to inform the Securities and Exchange Commission (“SEC”) with in 3 days commencing from the date the transaction has been executed together

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

with the submission of a copy of the said report to the Company for record. In this regard, the Director and senior management are required to arrange an accurate report of securities holder and submit within the required period which will be deemed as the one of the material obligation the senior management of the Company must have been aware and careful. It is for the confidence that the Director and senior management have been able to manage and proceed the business with the trustworthy, clarity, transparency and consistency with the measurement relating to the Good Corporate Governance Policy and it also grants the shareholders including general investor the confidence to the senior management of the Company. 9.5 Personnel As of 31st December 2005, the total number of employees is as follows: Work Group and Classification Management

No. of Employees 85

Service Area & Network Operation

2,165

Marketing & Sales

953

Information Technology

247

Customer Services

507

Finance & Accounting

188

Supporting

275 Total

4,420

Source : the Company Remuneration for the Company’s Employees Remuneration In 2005, the total remuneration for employees was approximately Baht 2,411.77 million which consists of wages, salaries, bonus, overtime compensation, commission, provident fund and others. (please see details in the note 28 to the financial statements) Other Compensation & Benefits

Health Plans and Employee Welfare Â In-house clinic Â Annual Medical Check-up Â New Employees’ Medical Check-up Â Group Health Insurance Â Group Accident Insurance Â Group life Insurance Â Social Security Fund Â Provident Fund

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Annual Leave x The employee shall be entitled to paid annual leave of 10,12 or 15 working days per calendar year upon the position level or the number of service year of the employee as follows; o Assistant Director or equivalent level and upwards 15 working days o Below Assistant Director or equivalent level; Pass probation to less than 3 years 10 working days 3 years upwards to less than 5 years 12 working days 5 years upwards 15 working days x The employee is required to take all annual leave entitlements by 31st December of each year otherwise the unused annual leave can not be accumulated to the subsequent year. x In case of urgent of work and no permission for leaving, unused annual leave can be accumulated and carried over to the subsequent year at the limit of half of the entitlement but not exceed 5, 6 or 7 working day accordingly. This matter is to be approved by authorized superior and the employee is required to take the accumulated days within the first quarter of that year.

- Compensation Â Monthly Salary Â Annual Performance Pay: between 0-4 times of monthly salary, subject to the Company’s performance and financial status. Â 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 accord to the labor law. 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 continuous series of training and development programs. For Core Competency program, there are various courses such as Effective Communication, Planning to Increase Work Efficiency and Effective Self Development, etc. For Functional Competency Program, the Company offers numerous courses such as Memo, Letter and Meeting Minutes Writing, Contract Management and Sale Planning and Management, etc. In the part of Core Business Program, there are courses like Basic Datacommunication, True Products and Services and Cisco Certified Network Associate (CCNA), etc.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

10. INTERNAL CONTROLS

After an assessment of the Company’s internal controls with the Audit Committee, the Board of Directors has an opinion that the Company’s internal controls are adequate and suitable. Moreover, the external auditor has an opinion that they/it did 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 improve the internal controls within the Company on a continuing basis.

TRUETM: Internal Controls

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

11. CONNECTED TRANSACTIONS During 2005, the Group carried out the transactions with subsidiaries, associates, joint ventures and related companies as disclosed in the financial statements for the year ended 31 December 2005 (Note 9). The significant connected transactions of the Company and subsidiaries that carried out with associate and related companies are as follows: i)

Sales and purchases of goods and services:

Details of transactions

31 December 2005 (Baht'000)

Relationship

Rationale and necessity

1. Sales of goods 1.1 True Multimedia Co., Ltd. (TM) Sales of Cable modem to Asia Infonet Co., Ltd. (AI)

268 The Company indirectly holds 90.45% in TMâ&#x20AC;&#x2122;s equity interest and 65.00% in AI's equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont, and Mr. Chatchaval Jiaravanon.

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

1.2 True Multimedia Co., Ltd. (TM) Sales of network equipment to UBC Cable Network Public Company Limited (UBC CABLE)

19 UBC directly holds 99.02% in UBC CABLEâ&#x20AC;&#x2122;s equity interest. The Company indirectly holds 40.59% in UBC's equity interest and 90.45% in TM's equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Athueck Asvanund.

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

38 CPG is a major shareholder of the Company. The Company indirectly holds 90.45% in TM's equity interest. These companies are related through directorships.

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

1.3 True Multimedia Co., Ltd. (TM) Sales of network equipment to Charoen Pokphand Group of companies (CPG) 1.4 Company Sales of finish good to True Internet Data Center Co., Ltd. (TIDC)

TRUETN: Connected Transactions

9 The Company indirectly holds 70.00% in TIDC's equity interest and related through directorships, i.e. Mr. Chatchaval Jiaravanon.

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

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

31 December Details of transactions Relationship 2005 (Baht'000) 1.5 Bangkok Inter Teletech Group of companies (BITCO) Sales of mobile handset and mobile accessories to Charoen Pokphand Group of companies (CPG)

66,301 CPG is a major shareholder of the Company. BITCO is the cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of its equity interest. These companies are related through directorships. 66,635

Total Sales of goods

Rationale and necessity

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

2. Sales of services 2.1 Asia Infonet Co., Ltd. (AI) Sales of internet services to Charoen Pokphand Group of companies (CPG)

22,079 CPG is an investor in major shareholder of the Company. The Company indirectly holds 65.00% in AI's equity interest. These companies are related through directorships.

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

2.2 True Multimedia Co., Ltd. (TM) Services of network maintenance to Satellite Services Co., Ltd. (SS)

3,318 UBC directly holds 97.17% in SSâ&#x20AC;&#x2122;s equity interest. The Company indirectly holds 40.59% in UBC's equity interest and 90.45% in TMâ&#x20AC;&#x2122;s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Athueck Asvanund.

The transactions arosed in ordinary course of business that TM proposed at the rate of Baht 284,189.41 per month.

2.3 True Multimedia Co., Ltd. (TM) Cable TV network services to UBC Cable Network Public Company Limited (UBC CABLE)

839,506 Same as 1.2

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

2.4 True Multimedia Co., Ltd. (TM) Asset rental and network service to Asia Infonet Co., Ltd. (AI)

TRUETN: Connected Transactions

48,385 Same as 1.1

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

True Corporation Public Company Limited

31 December Details of transactions 2005 (Baht'000) 2.5 True Multimedia Co., Ltd. (TM) Digital Data Network services to Charoen Pokphand Group of companies (CPG)

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

37,648 Same as 1.3

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

12,695 CPG is a major shareholder of the Company. The Company directly holds 99.99% in TI’s equity interest. These companies are related through directorships.

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

2.6 True Internet Co., Ltd. (TI) Sales of internet service to Charoen Pokphand Group of companies (CPG) 2.7 True Internet Co., Ltd. (TI) Sales of internet and audiotext services to United Broadcasting Corporation Public Company Limited (UBC)

2,753 UBC is a pay television operator which the Company indirectly holds 40.59% of equity interest. The Company directly holds 99.99% in TI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon. 2.8 True Properties Co., Ltd. (TP) Office rental and related services to Charoen Pokphand Group of companies (CPG)

9,256 CPG is a major shareholder of the Company. The Company indirectly holds 99.99% in TP's equity interest. These companies are related through directorships.

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

The transactions arosed in ordinary course of business at the rate of Baht 455 per square metre. The maturity are normally in 3 years and are allowed to be renewed.

2.9 True Properties Co., Ltd. (TP) Office rental and related services to True Internet Data Center Co., Ltd. (TIDC)

2,355 The Company indirectly holds 99.99% in TP’s equity interest and 70.00% in TIDC’s equity interest. These companies are related through directorship, i.e. Mr. Chatchaval Jiaravanon.

The transactions arosed in ordinary course of business at the rate of Baht 455 per square metre. The maturity are normally in one year and are allowed to be renewed.

2.10 True Properties Co., Ltd. (TP) Office rental and related services to NC True Co., Ltd. (NC True)

TRUETN: Connected Transactions

4,149 The Company holds 40.00% in NC True’s equity interest and indirectly holds 99.99% in TP’s equity interest.

The transactions arosed in ordinary course of business at the rate of Baht 455 per square metre. The maturity are normally in one year and are allowed to be renewed..

True Corporation Public Company Limited

31 December Details of transactions 2005 (Baht'000) 2.11 True Internet Data Center Co., Ltd. (TIDC) Rental of internet server to NC True Co., Ltd. (NC True)

Annual Registration Statements (Report Form 56-1)

Relationship

3,246 The Company holds 40.00% in NC True’s equity interest and indirectly holds 70.00% in TIDC’s equity interest. These companies are related through directorship, i.e. Mr.Noppadol Dej-Udom.

Rationale and necessity

The transactions arosed in ordinary course of business at the rate of Baht 39,000 per unit

2.12 True Fleet Management Co., Ltd. (TFM) Car rental and related services to Charoen Pokphand Group of companies (CPG)

565,590 CPG is a major shareholder of the Company. The Company directly holds 99.99% in TFM's equity interest.

The transactions arosed in ordinary course of business at the rate of Bah 15,000 per unit per month. The maturity are normally in 3 years basis.

2.13 True Fleet Management Co., Ltd. (TFM) Car rental and related services to UBC Cable Network Public Company Limited (UBC CABLE)

11,856 UBC directly holds 99.02% in UBC CABLE’s equity interest. The Company indirectly holds 40.59% in UBC's equity interest and directly holds 99.99% in TFM's equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon. 2.14 Bangkok Inter Teletech Group of companies (BITCO) Sales of scratch card to Charoen Pokphand Group of companies (CPG)

2,871,796 Same as 1.5

The transactions arosed in ordinary course of business at the rate of Baht 15,000 per unit per month. The maturity are normally in 3 years basis.

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

2.15 Company Coin distribution services and service other to Charoen Pokphand Group of companies (CPG)

9,334 CPG is a major shareholder of the Company.

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

4,546 The Company indirectly holds 65.00% in AI’s equity interest and related through directorships, i.e. Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Ajva Taulananda.

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

2.16 Company Data Communication via TA Easy Click services to Asia Infonet Co., Ltd. (AI)

2.17 Company Digital Data Network to NEC Corporation (Thailand) Co., Ltd. (NEC)

TRUETN: Connected Transactions

242 The Company indirectly holds 9.62% in NEC's equity interest and related through directorship by Mr. Chatchaval Jiaravanon.

The transactions arosed in ordinary course of business, net of discount rate.

True Corporation Public Company Limited

31 December Details of transactions 2005 (Baht'000) 2.18 Company and subsidiaries

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

Selling among related parties with the size of which not exceeding Baht 1 million. Asia Infonet Co., Ltd. (AI) 2.19 Company and subsidiaries

2,081 The Company indirectly holds 65.00% The transactions arosed in AIâ&#x20AC;&#x2122;s equity interest and related in ordinary course of through directorships. business, net of discount rate.

Selling among related parties with the size of which not exceeding Baht 1 million. True Internet Data Center Co., Ltd. (TIDC) 2.20Company and subsidiaries

281 The Company indirectly holds 70.00% The transactions arosed in TIDC's equity interest and related in ordinary course of through directorships. business, net of discount rate.

Selling among related parties with the size of which not exceeding Baht 1 million. United Broadcasting Corporation Public Company Limited (UBC) 2.21Company and subsidiaries

1,778 UBC is a pay television operator which the Company indirectly holds 40.59% of equity interest. These companies are related through directorships.

The transactions arosed in ordinary course of business, net of discount rate.

Selling among related parties with the size of which not exceeding Baht 1 million. NC True Co., Ltd. (NC True) 2.22Company and subsidiaries

3 The Company holds 40.00% in NC Trueâ&#x20AC;&#x2122;s equity interest. These companies are related through directorships.

The transactions arosed in ordinary course of business, net of discount rate.

Selling among related parties with the size of which not exceeding Baht 1 million. Charoen Pokphand Group of companies (CPG) Total sales of services

58 CPG is a major shareholder of the Company. These companies are related through directorships.

The transactions arosed in ordinary course of business, net of discount rate.

4,452,955

3. Purchase of services 3.1 Asia Infonet Co., Ltd. (AI) Office rental and related services from Charoen Pokphand Group of companies (CPG)

TRUETN: Connected Transactions

6,141 Same as 2.1

The transactions arosed in ordinary course of business at the rate of Baht 358,750.55 per month. The maturity are normally in the year and are allowed to be renewed.

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

31 December Details of transactions Relationship 2005 (Baht'000) 3.2 Asia Wireless Communication Co., Ltd. (AWC) Car park rental from Charoen Pokphand Group of companies (CPG)

Rationale and necessity

1,355 CPG is a major shareholder of the Company. The Company indirectly holds 99.99% in AWC’s equity interest. These companies are related through directorships.

The transactions arosed in ordinary course of business.

5,763 CPG is a major shareholder of the Company. The Company directly holds 99.99% in TI’s equity interest. These companies are related through directorships.

The transactions arosed in ordinary course of business at rate of Baht 149,688 per month. The maturity are normally in the year and are allowed to be renewed.

3.3 True Internet Co., Ltd. (TI) Office rental and related services from Charoen Pokphand Group of companies (CPG)

3.4 True Internet Co., Ltd. (TI) Service Click TA and dealer from Asia Infonet Co., Ltd. (AI)

220,906 The Company directly holds 99.99% in The transactions arosed TI's equity interest and indirectly holds in ordinary course of 65.00% in AI’s equity interest. These business. companies are related through directorships, i.e. Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Ajva Taulananda. 3.5 True Internet Co., Ltd. (TI) Cost of revenue sharing from True internet Data Center (TIDC)

3,848 The Company indirectly holds 70.00% in TIDC’s equity interest and directly holds 99.99% in TI’s equity interest. These companies are related through directorships, i.e. Mr. Chatchaval Jiaravanon. 3.6 True Multimedia Co., Ltd. (TM) Cable TV services from UBC Cable Network Public Company Limited (UBC CABLE)

22,251 Same as 1.2

The transactions arosed in ordinary course of business.

3.7 True Digital Entertainment Co., Ltd. (TDE) Office rental and related services from Charoen Pokphand Group of companies (CPG)

TRUETN: Connected Transactions

1,479 CPG is a major shareholder of the Company. The Company directly holds 82.03% and indirectly holds 17.97% in TDE’s equity interest. These companies are related through directorships.

The transactions arosed in ordinary course of business at the rate of Baht 74,220 per month. The maturity are normally in 3 years and are allowed to be renewed.

True Corporation Public Company Limited

31 December Details of transactions 2005 (Baht'000) 3.8 True Digital Entertainment Co., Ltd. (TDE)

Annual Registration Statements (Report Form 56-1)

Relationship

Cable TV services from UBC Cable Network Public Company Limited (UBC CABLE)

2,502 UBC indirectly holds 99.02% in UBC CABLE’s equity interest. The Company indirectly holds 40.59% in UBC's equity interest. The Company directly holds 82.03% and indirectly holds 17.97% in TDE’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont , Mr. Chatchaval Jiaravanon and Mr. Athueck Asvanund. 3.9 Bangkok Inter Teletech Group of companies (BITCO) Office rental and related services from Charoen Pokphand Group of companies (CPG)

184,973 Same as 1.5

Rationale and necessity

The transactions arosed in ordinary course of business.

The transactions arosed in ordinary course of business at the rate of Baht 816,988 per month. The maturity are normally in 3 year and are allowed to renewed.

3.10 Bangkok Inter Teletech Group of companies (BITCO) Advirtising service from Cineplex Co., Ltd. (CN)

12,000 UBC indirectly holds 99.99% in CN’s The transactions arosed equity interest. The Company in ordinary course of indirectly holds 40.59% in UBC's business. equity interest. BITCO is the cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of its equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Athueck Asvanund.

3.11 Company Repair and maintenance services from NEC Corporation (Thailand) Co., Ltd. (NEC)

2,799 Same as 2.17

The transactions arosed in ordinary course of business.

5,427 Same as 1.4

The transactions arosed in ordinary course of business at the rate of Baht 810,536.60 per month. The maturity are normally in the year and are allowed to be renewed.

3.12 Company Rental of internet server from True Internet Data Center Co., Ltd. (TIDC)

TRUETN: Connected Transactions

True Corporation Public Company Limited

Details of transactions

31 December 2005 (Baht'000)

3.13 Company Commission from Charoen Pokphand Group of companies (CPG) 3.14 Company Office rental and related services from Charoen Pokphand Group of companies (CPG)

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

7,825 Same as 2.15

The transactions arosed in ordinary course of business at rate 5-10% of connected revenues .

34,943 Same as 2.15

The transactions arosed in ordinary course of business at the rate of Baht 200-220 per square metre per month for rental and Baht 220-520 per square metre per month for service. The maturity are normally in the year and are allowed to be renewed.

11,649 Same as 2.15

The transactions arosed in ordinary course of business.

25,055 UBC directly holds 99.99% in CNâ&#x20AC;&#x2122;s equity interest. The Company indirectly holds 40.59% in UBC's equity interest and related through directorships, i.e. Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Athueck Asvanund.

The transactions arosed in ordinary course of business.

3.15 Company Development purchasing system from Charoen Pokphand Group of companies (CPG) 3.16 Company Promotion and support project from Cineplex Co., Ltd. (CN)

3.17 Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. Asia Infonet Co., Ltd. (AI) 3.18 Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. True Internet Data Center Co., Ltd. (TIDC)

TRUETN: Connected Transactions

186 Same as 2.18

The transactions arosed in ordinary course of business, net of discount rate.

91 Same as 2.19

The transactions arosed in ordinary course of business, net of discount rate.

True Corporation Public Company Limited

31 December Details of transactions 2005 (Baht'000) 3.19Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. United Broadcasting Corporation Public Company Limited (UBC) 3.20Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. NC True Co., Ltd. (NC True) 3.21Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. Charoen Pokphand Group of companies (CPG) Total purchase of services

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

285 Same as 2.20

The transactions arosed in ordinary course of business, net of discount rate.

1,231 Same as 2.21

The transactions arosed in ordinary course of business, net of discount rate.

1,840 Same as 2.22

The transactions arosed in ordinary course of business, net of discount rate.

552,549

4. Purchase of goods 4.1 Company Purchase network equipment from NEC Corporation (Thailand) Co., Ltd. (NEC) 4.2 Company

7,950 Same as 3.11

The transactions arosed in ordinary course of business.

Purchase People soft project from Charoen Pokphand Group of companies (CPG) 4.3 Company and subsidiaries

5,588 Same as 2.15

The transactions arosed in ordinary course of business.

Selling among related parties with the size of which not exceeding Baht 1 million. Asia Infonet Co., Ltd. (AI)

TRUETN: Connected Transactions

479 Same as 2.18

The transactions arosed in ordinary course of business, net of discount rate.

True Corporation Public Company Limited

31 December Details of transactions 2005 (Baht'000) 4.4 Company and subsidiaries

Annual Registration Statements (Report Form 56-1)

Rationale and necessity

Relationship

Selling among related parties with the size of which not exceeding Baht 1 million. True Internet Data Center Co., Ltd. (TIDC) 4.5 Company and subsidiaries

5 Same as 2.19

The transactions arosed in ordinary course of business, net of discount rate.

Selling among related parties with the size of which not exceeding Baht 1 million. NC True Co., Ltd. (NC True) 4.6 Company and subsidiaries

820 Same as 2.21

The transactions arosed in ordinary course of business, net of discount rate.

1,399 Same as 2.22

The transactions arosed in ordinary course of business, net of discount rate.

Selling among related parties with the size of which not exceeding Baht 1 million. Charoen Pokphand Group of companies (CPG) Total purchase of goods

ii)

16,241

Outstanding balances arising from sales of goods and services: Joint ventures, associates and related companies Asia Infonet Co., Ltd. True Internet Data Center Co., Ltd. UBC Cable Network Public Co., Ltd. NC True Co., Ltd. CP Group of companies NEC Corporation (Thailand) Co., Ltd. Total

iii)

Amount Bahtâ&#x20AC;&#x2122;000 92,311 847 85,011 4,974 1,053,198 8 1,236,349

Outstanding balances arising from purchases of goods and services: Joint ventures, associates and related companies Asia Infonet Co., Ltd. True Internet Data Center Co., Ltd. UBC Cable Network Public Co., Ltd. NC True Co., Ltd. CP Group of companies NEC Corporation (Thailand) Co., Ltd. Total

TRUETN: Connected Transactions

Amount Bahtâ&#x20AC;&#x2122;000 44,624 1,723 25,827 1,207 19,554 3,651 96,586

True Corporation Public Company Limited

iv)

Annual Registration Statements (Report Form 56-1)

Loans from a related party Outstanding balance and movement of loans from a related party: Related companies Loan from Kreditanstalt fuer Wiederaufbau Opening net book value at 1 January 2005 Addition during the year (net of debt issuance cost) Currency translation Amortisation of debt issuance cost Closing net book value at 31 December 2005

Amount Bahtâ&#x20AC;&#x2122;000 6,232,476 (583) 335,257 96,128 6,663,278

KfW is the only preference shareholder of the Company and holds 17.08% of issued and paid-up share capital. Loan are denominated in US Dollar amounting to USD 170.00 million. The loans rank pari passu with other secured lenders and carry interest at LIBOR plus a fixed percentage per annum. The loans are secured against various categories of assets. The first repayment will be due in September 2006 and the final maturity date will be on 31 December 2011. The related interest expenses were Baht 332.72 million for the year ended 31 December 2005. v)

Commitments The Company has carried the commitment to support a certain subsidiary pertaining to loans agreements entered into by the subsidiary with its creditors. The financial supports are set as follows: 1.

Regulatory sponsor support to governmental authorities arising out the mobile phone concession: where the subsidiary experience cash shortfalls for its normal operation due to regulatory cost, the sponsors shall provide financial support on a quarterly basis for the amount of the shortfall caused by the excess regulatory costs.

General cash deficiency sponsor support: where the cash flows of the subsidiary are insufficient for its normal operations or debt repayments pursuant to the terms of the financing documents with its lenders, the Company will provide financial support to the subsidiary in a total amount no exceeding Baht 7,000.00 million.

Under the terms and conditions of the agreements, the Company and concerned parties must comply with certain conditions as stipulated in the agreements. The sponsor support funds must be injected into the subsidiary in the form as specified in the agreements.

TRUETN: Connected Transactions

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Measures and Procedures for Approving the Entering into of Connected Transactions The Company has 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, i.e. related party transactions must obtain approval from the Independent Directors. If any related party transaction is deemed to be a connected transaction, said transaction must obtain approval from the Audit Committee, the Board of Directors and/or Shareholders Meeting as the case may be, according to the Regulation of the Stock Exchange of Thailand. Moreover, the Company must comply with the terms and conditions of the Shareholders Agreement executed with Kreditanstalt fÜr Wiederaufbau dated 22nd December 1999 specify that the Company shall have to disclose the entering into any connected transactions of the major shareholders or its affiliates. Policy for Future Connected Transactions In addition, in order to strictly comply with the rules and regulations of the SEC and the SET, the Company has applied said rules and regulations in implementing an internal guideline for connected transactions by undertaking a comparative study of the connected transactions guidelines from various foreign institutions to enhance transparency and create parallel understanding with foreign analysts and investors. With regard to future connected transactions, the Company anticipates that there will be connected transactions in the ordinary course of business of the Company with its affiliates and the Company shall proceed with such transactions in a transparent manner pursuant to the good corporate governance policy of the Company as well as all relevant regulations.

TRUETN: Connected Transactions

True Corporation 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 2005

PricewaterhouseCoopers ABAS Limited

Financial statements for the year ended 31 December 2004

PricewaterhouseCoopers ABAS Limited

Financial statements for the year ended 31 December 2003

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 2005 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 2005 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles. The Year Ended 31 December 2004 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 2004 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles. The Year Ended 31 December 2003 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 2003 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles.

TRUETO: Financial Status and Performance

True Corporation Public Company Limited

12.2

Annual Registration Statements (Report Form 56-1)

Summary of Financial Statements

TRUE CORPORATION PUBLIC COMPANY LIMITED Consolidated Balance Sheet As at 31 December 2005 , 2004 and 2003 (Unit: Thousand Baht) 31 December 2005 Assets Current assets Cash and cash equivalents Restricted cash Short-term investments Trade accounts receivable, net Inventories, net Income tax deducted at source Claimable value added tax Other current assets Total current assets

Common Size (%)

31 December 2004

Common Size (%)

31 December 2003

Common Size (%)

8,328,330 9,141,281 159,367 6,635,707 1,111,213 1,311,998 387,371 1,881,657 28,956,924

7.71 8.46 0.15 6.14 1.03 1.21 0.36 1.74 26.80

4,469,146 1,739,248 1,357,653 6,264,259 984,225 861,209 2,569,866 1,557,751 19,803,357

4.36 1.70 1.32 6.10 0.96 0.84 2.50 1.52 19.30

2,815,869 1,819,957 3,537,953 5,510,171 727,158 1,113,611 1,176,625 468,046 17,169,390

3.24 2.10 4.08 6.35 0.84 1.28 1.36 0.54 19.79

4,035,971 94,682 53,874 71,975,162

3.73 0.09 0.05 66.61

3,645,417 97,071 53,874 75,674,473

3.56 0.09 0.05 73.74

3,623,336 75,571 53,874 63,018,960

4.18 0.09 0.06 72.64

2,529,379 412,374 79,101,442

2.34 0.38 73.20

2,947,677 403,311 82,821,823

2.87 0.39 80.70

1,887,057 931,873 69,590,671

2.17 1.07 80.21

108,058,366

100.00

102,625,180

100.00

86,760,061

100.00

Accrued expenses Other current liabilities Total current liabilities

13,174,337 4,917,461 7,153,322 1,065,390 3,918,407 2,235,910 32,464,827

12.19 4.55 6.62 0.99 3.63 2.07 30.05

217,658 4,108,555 4,449,677 1,353,122 3,902,939 2,281,706 16,313,657

0.21 4.00 4.34 1.32 3.81 2.22 15.90

773,216 2,434,231 19,132,993 489,710 2,205,862 2,370,917 27,406,929

0.89 2.81 22.05 0.57 2.54 2.73 31.59

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

74,984,280 302,312 75,286,592

69.39 0.28 69.67

79,970,768 1,246,350 356,853 81,573,971

77.92 1.21 0.35 79.48

49,423,049 7,857,920 577,100 57,858,069

56.97 9.06 0.66 66.69

107,751,419

99.72

97,887,628

95.38

85,264,998

98.28

12.3 12.4 12.5 Non-current assets 12.6 Investments: in subsidiaries, 12.7- Investments joint ventures and associates long-term investments 12.8-- Other Investment property Property, plant and equipment, net 12.9 Other assets: assets, net 12.10-- Intangible Other non-current assets Total non-current assets 12.11 Total assets 12.12 Liabilities and shareholders' equity Current liabilities 12.13 Short-term borrowings Trade accounts payable Current portion of long-term borrowings 12.14 Unearned income

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

34,881 (47,669,682) 83,717 223,230 306,947

0.03 (43.48) 0.09 0.19 0.28

34,881 (43,400,745) 4,366,617 370,935 4,737,552

0.03 (42.32) 4.25 0.37 4.62

34,881 (44,005,658) 1,078,180 416,883 1,495,063

0.04 (50.72) 1.25 0.47 1.72

Total liabilities and shareholders' equity

108,058,366

100.00

102,625,180

100.00

86,760,061

100.00

6,994,055 39,780,160

6,994,655 39,588,738

6,996,485 36,895,796

6,994,055 33,953,398

6.38 30.97

6,994,655 33,930,617

6.82 33.09

6,996,485 29,948,487

8.06 34.52

11,432,046

10.43

11,432,046

11.15

11,432,046

13.18

(1,492,936) (3,271,974) 104,344

(1.36) (2.98) 0.10

(1,493,070) (3,260,734) 104,344

(1.46) (3.18) 0.10

(1,493,459) (1,943,495) 104,344

(1.72) (2.24) 0.12

(415)

TRUETO: Financial Status and Performance

24,623

0.02

4,549

0.01

100

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TRUE CORPORATION PUBLIC COMPANY LIMITED Consolidated Statements of Income For the year ended 31 December 2005, 2004 and 2003 (Unit: Thousand Baht) 31 December 2005

Common Size (%)

31 December 2004

Common Size (%)

31 December 2003

Common Size (%)

Revenues Revenues from telephone and other services Revenues from product sales Total revenues

41,169,192 2,741,754 43,910,946

93.76 6.24 100.00

30,648,684 2,361,556 33,010,240

92.85 7.15 100.00

27,001,000 948,950 27,949,950

96.60 3.40 100.00

Costs Cost of providing services Cost of sales Total costs

29,172,275 2,520,057 31,692,332

66.44 5.74 72.18

22,094,271 2,039,605 24,133,876

66.93 6.18 73.11

20,203,343 1,001,422 21,204,765

72.28 3.58 75.86

12,218,614 10,743,502 1,475,112 396,743 (2,183,536) (311,681)

27.82 24.47 3.35 0.90 (4.97) (0.72)

8,876,364 7,497,004 1,379,360 633,058 (179,372) 1,833,046

26.89 22.71 4.18 1.92 (0.54) 5.56

6,745,185 6,468,524 276,661 343,251 (933,125) (313,213)

24.14 23.14 1.00 1.23 (3.34) (1.11)

(260,313) 370,238 (201,756) 103,918 (4,785,369) (146,016) (5,029,223) (171,777) (5,201,000)

(0.59) 0.84 (0.47) 0.24 (10.90) (0.33) (11.46) (0.39) (11.85)

(124,144) 156,695 1,865,597 41,251 (4,212,697) 255,222 (2,050,627) (87,521) (2,138,148)

(0.38) 0.47 5.65 0.12 (12.76) 0.77 (6.22) (0.27) (6.49)

(444,249) 3,989 (77,452) (830,925) 37,614 (4,483,235) (311,132) (5,587,678) (122,769) (5,710,447)

(1.59) 0.01 (0.28) (2.97) 0.13 (16.04) (1.11) (19.99) (0.44) (20.43)

801,001 (4,399,999) 131,062 (4,268,937)

1.82 (10.03) 0.30 (9.73)

2,726,305 588,157 16,756 604,913

8.26 1.77 0.05 1.82

(5,710,447) 36,342 (5,674,105)

(20.43) 0.13 (20.30)

Gross profit Selling and administrative expenses Profit from sales and providing services Other revenues Other expenses Operating results Share of results in subsidiaries, joint ventures and associates Gain on sale of investment Other non-operating income (expenses) 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 Profit (loss) before minority interest Loss attributable to minority interest Net profit (loss) for the year Basic and diluted loss per share Loss from ordinary activities Extraordinary item Gain from debt restructuring Net loss for the year

TRUETO: Financial Status and Performance

(1.70)

(0.93)

(2.13)

0.24 (1.46)

0.90 (0.03)

(2.13)

101

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TRUE CORPORATION PUBLIC COMPANY LIMITED Consolidated Statements of Cash Flow For the year ended 31 December 2005, 2004 and 2003 (Unit: Thousand Baht) 31 December 2005 Cash flows from operating activities Profit (loss) before minority interest Add Interest expense Income tax Profit (loss) before interest and tax Adjustments for: Depreciation and amortisation (Gain) loss on disposals of property, plant and equipment Doubtful accounts Impairment charge of fixed assets Obsolete inventories Other operating assets and liabilities written-off Gain on sale of available-for-sale securities Gain from sales of investment in other company Unrealised (gain) loss on foreign exchange Gain from debt restructuring Gain on repayment of borrowings Gain from forgiveness Share of loss in subsidiaries, joint ventures and associates Changes in operating assets and liabilities - Trade accounts receivable - Short-term investment-trading securities - Inventories - Other current assets - Other non-current assets - Trade accounts payable - Accrued expenses and other current liabilities - Other non-current liabilities Cash generated from operations Less Interest paid Income tax paid Net cash from operating activities Cash flows from investing activities Withdrawal (deposit) in restricted cash Withdrawal (deposit) in short-term investments-time deposit Acquisition of intangible assets Acquisition of property, plant and equipment Acquisition of subsidiaries, net of cash acquired Additional share call up on other long-term investments Additional investments in subsidiaries and associate Proceeds from sale of available-for-sale securities Proceeds from sale of investment in other company Proceeds from disposals of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds (repayments) from short-term borrowings Issue from common shares Proceeds from borrowings, net of cash paid for debt issuance cost Preceed received from minority from share call up by a subsidiary Repayments on long-term trade accounts payable Repayments on borrowings Net cash received from (used in) financing activities Net increase (decrease) in cash and cash equivalents Openning balance Effect of changed exchange rate on cash Closing balance

TRUETO: Financial Status and Performance

31 December 2004

31 December 2003

(4,399,999) 4,785,369 171,777 557,147

588,157 4,212,697 87,522 4,888,376

(5,710,446) 4,483,235 122,769 (1,104,442)

14,488,299 (186,842) 923,460 2,047,972 72,420 63,787 (16,857) (961) (3,883) (801,001) (370,239) 260,313

11,785,068 (73,030) 558,421 8,330 26,454 22,891 (566,826) (2,726,305) (156,695) (165,044) 124,144

11,365,829 (54,540) 665,321 647,962 225,951 20,152 (3,982) 232,982 (5) 444,249

(1,322,123) 347,515 (509,634) 2,137,961 (22,228) 125,470 (281,502) (25,502) 17,483,572 (5,137,565) (741,890) 11,604,117

(851,859) (200,856) (469,247) 1,030,723 200,757 (1,100,736) 1,353,217 (815,356) 12,872,427 (4,758,224) (732,831) 7,381,372

942,590 (304,175) 43,041 742,857 (9,052) 94,705 (2,255,887) (54,878) 11,638,678 (3,803,949) (759,221) 7,075,508

(7,402,032) 816,353 (101,622) (10,269,233) (514,063) 26,277 1,250 537,738 (16,905,332)

81,037 2,401,190 (163,924) (3,962,576) 613,689 (21,500) (64,005) 208,665 (907,424)

2,662,323 (3,207,193) (181,277) (10,378,024) 5,832 135,051 (10,963,288)

12,993,856 11,075 2,029,084 (585,662) (5,234,014) 9,214,339 3,913,124 4,469,146 (53,940) 8,328,330

(548,263) 2,663,450 10,059,584 15,300 (4,078,754) (12,931,988) (4,820,671) 1,653,277 2,815,869 4,469,146

27,868 11,155,131 (181,124) (7,433,922) 3,567,953 (319,827) 3,135,696 2,815,869

102

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

12.3 Financial Ratios

TRUETO: Financial Status and Performance

103

True Corporation Public Company Limited

12.4

Annual Registration Statements (Report Form 56-1)

Management’s Discussion and Analysis

CONSOLIDATED RESULTS OF OPERATIONS True posted strong results from ongoing operations in FY 2005, driven by strong performances at its mobile operator True Move (formerly TA Orange) and its Broadband and Internet businesses. Normalized consolidated service revenue grew 36.5 percent to Baht 41.5 billion and Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) increased 21.5 percent to Baht 15.7 billion. Total revenue increased 35.0 percent to Baht 44.2 billion. These were also partly assisted by the full consolidation of True Move since Q4, 2004 following the purchase of an additional 39 percent shareholding in the company to 82.86 percent. True Move’s service revenue contribution grew 139.0 percent to Baht 19.5 billion. EBITDA contribution more than tripled to Baht 5.7 billion in FY 2005 (from Baht 1.8 billion in FY 2004) with EBITDA margin improving to 26.2 percent (from 18.4 percent in FY 2004). True Move did not reach bottom line breakeven in FY 2005 due to intense price competition within the cellular market during the second quarter. Since the third quarter of 2005, True Move has recovered from the intense period of price competition, and is approaching bottom line breakeven with its net loss contribution reducing to Baht 154 million in Q4. Strong growth in Consumer Broadband revenue helped non-True Move service revenue to grow further. Consumer Broadband revenue increased 182 percent in FY 2005 to Baht 2.0 billion (from Baht 725 million in FY 2004). Non-True Move service revenues grew 1.8 percent as increased revenues from Broadband, Internet and DDN fully offset a decline in the combined revenue of the wireline and PCT businesses. In 2005, True’s revenue profile changed significantly as True Move’s contribution dramatically increased and accounted for 49 percent of total revenue, compared with 30 percent in 2004. Wireline’s revenue contribution declined to 33 percent, from 50 percent in the previous year. The contribution from Data/Broadband and Internet increased to 11 percent (from 10 percent in FY 2004). Consolidated EBITDA increased 21.5 percent. EBITDA margin, however, decreased 397 bps to 35.5 percent due to a higher contribution from True Move, which has a lower margin, and a lower margin at non-True Move businesses due mainly to increased operating expenses. Consolidated operating expenses increased 36.1 percent to Baht 43.0 billion due mainly to the full consolidation of TA Orange since Q4, 2004 and True Move’s expanded operations. Operating expenses related to the Consumer Broadband business, mainly leased circuit and international bandwidth rental, also increased. True has applied to the NTC for an international Internet gateway license, which, if granted, would reduce bandwidth charges. Depreciation and amortization increased 22.9 percent to Baht 14.5 billion due mainly to True Move, data and broadband network depreciation, partly offset by a decline in fixed line depreciation.

TRUETO: Financial Status and Performance

104

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Interest expenses increased 13.6 percent to Baht 4.8 billion on the full consolidation of True Move, partly offset by decreased interest expenses at the fixed line business due to repayment of loans. Consolidated losses from ongoing operations increased Baht 659 million to Baht 3.9 billion due mainly to higher depreciation and interest expenses from the full consolidation of True Move. True posted a net loss of Baht 4.3 billion for FY 2005 (compared to a Baht 605 million profit in FY 2004) after non-recurring items, mainly the Baht 2.0 billion impairment in network assets – a non-cash item and accounting adjustment that has no impact on valuation. The impairment was partially offset by a Baht 1.2 billion gain from debt restructuring and the settlement of Deferred Payment Notes. The Baht 605 million profit in FY 2004 was due mainly to a gain from debt restructuring. Non-recurring items. The results of operations are discussed on a normalized basis without non-recurring items, which are disclosed in the consolidated profit and loss statements on an adjusted basis. Non-recurring items can be summarized as follows: In FY 2005, True recorded a net loss of Baht 503 million from non-recurring items. Major items included a loss from the impairment of network assets (Baht 2.0 billion), a gain from PCT debt restructuring (Baht 801 million), a gain from the settlement of Deferred Payment Notes (Baht 370 million) and other income (Baht 253 million), mainly from a gain on the sale of fixed assets. FY 2005 reported regulatory costs for True Move included a downward adjustment of Baht 493 million due to a change in the calculation method in Q2, 2005, from a conservative basis (on the face amount of each scratch card sold) to a matching basis with revenue recognition (on the used proportion of each scratch card sold). The adjustment represented the overbooked amount made in prior years based on the new calculation method; therefore it was stripped out from adjusted results from ongoing operations. In Q4, 2005, the Company made a downward adjustment to fixed line’s international call revenue of Baht 617 million for over-accrued amounts during 2004 – 2005 (Baht 282 million for 2004 and Baht 335 million for 2005) as the accrued revenue was based on historically higher traffic than actual. FY 2005 results were normalized to exclude the downward adjustments for the year 2004 (Baht 282 million in revenue and Baht 48 million in related revenue sharing). FY 2004 results were also retroactively adjusted for comparative purposes. Key non-recurring items for the year 2004 also included gains from PCT debt restructuring (Baht 2.7 billion) and the settlement of DPN (Baht 157 million). Other income totaled Baht 454 million, mainly gains from other debt settlement (Baht 166 million) and a gain from asset sales (Baht 100 million).

TRUETO: Financial Status and Performance

105

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Consolidated Results of Operations - Adjusted Basis (Unaudited)

FY 2005

(Baht in millions unless otherwise indicated) Revenues Revenues from telephone and other services Revenues from product sales Total revenues

FY 2004

% Change

41,452 2,742 44,193

30,366 2,362 32,728

36.5 16.1 35.0

29,713 12,390 9,876 7,447 2,520 10,744 42,977

22,047 10,438 6,441 5,167 2,040 7,497 31,583

34.8 18.7 53.3 44.1 23.6 43.3 36.1

EBITDA Depreciation & amortization

15,705 14,488

12,930 11,785

21.5 22.9

Operating profit Interest income Interest expense Tax

1,217 104 (4,785) (172)

1,145 41 (4,213) (88)

6.3 151.9 13.6 96.3

Income from continuing operations Share of results in subsidiaries, joint ventures and associates

(3,637) (260)

(3,114) (124)

(16.8) (109.7)

Net income (loss) from continuing operations including share of results in subsidiaries, joint ventures and associates

(3,897)

(3,238)

(20.3)

Operating expenses Cost of services Depreciation and amortization Revenue sharing and access charges Network operating expenses Cost of sales Selling and administrative expenses Total operating expenses

1/ 2/

Non recurring items Gain (loss) on foreign exchange Downward adjustment-International call revenue Impact from change in the calculation method of True Move's regulatory fee Other (expenses) income Gain from DPN buy-back Loss on impairment of network assets Gain from debt restructuring Net profit (loss) before minority interest (Income) loss attributable to minority interest

(503) (146) (235) 493

3,826 255 235 -

NM NM NM NM

253 370 (2,040) 801 (4,400) 131

454 157 2,726 588 17

(44.2) 136.3 NM (70.6) NM 682.2

Net profit (loss) for the period

(4,269)

605

Remark: 1/ FY 2005 revenues from telephone and other services and revenue sharing were adjusted to exclude an out-of-period accounting adjustment for over accrued amounts recorded in the year 2004 of Baht 282 million and Baht 48 million respectively for fixed lineâ&#x20AC;&#x2122;s international calls. FY 2004 service revenue and revenue sharing were retroactively adjusted downwards with the same amounts for comparative purposes. 2/ Reported revenue sharing for FY 2005 was adjusted upwards by Baht 493 million for the impact to prior years from the change in the calculation method of the regulatory fee on prepaid service implemented in Q2 2005.

TRUETO: Financial Status and Performance

106

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Results by Segment - Adjusted Basis Turnover (Baht in millions) Wireline - voice

2005

Segment Results

2004

% Change

2005

2004

2/ 3/

% Change

14,602

16,349

(10.7)

11,964

12,930

(7.5)

2,638

3,419

(22.9)

1,142

1,029

11.1

23,887

11,730

103.6

2,243

1,799

24.7

21,644

9,930

118.0

Internet

1,270

888

43.1

286

(74.1)

Multimedia/Broadband

2,295

1,409

62.9

479

670.3

Others

997

1,324

(24.7)

315

358

(12.0)

Group

44,193

32,728

35.0

3,747

5,028

(25.5)

(3,824)

(3,429)

11.5

Basic (POTS) Value-added services Digital Data Network (DDN) Wireless

WE PCT Mobile (True Move)

Unallocated Costs

3,700

5,078

653

618

(1,474)

(27.1)

5.6

(1,374)

(7.3)

Remark: 1/ FY 2005 turnover was adjusted to exclude an out-of-period accounting adjustment for over accrued revenue from fixed line’s international calls of Baht 282 million recorded in the year 2004. FY 2004 turnover was retroactively adjusted downwards by the same amount for comparative purposes. 2/ Segment results for wireline and DDN businesses represent gross profit but those for wireless, multimedia and Internet segments represent operating profit. 3/ FY 2005 segment results were adjusted to exclude out-of-period accounting adjustments in revenue sharing of Baht 48 million for fixed line’s international calls and Baht 493 million for True Move’s prepaid service. 4/ Including product sales.

Fixed Line Telephone Normalized wireline revenue fell 10.7 percent in FY 2005 to Baht 14.6 billion due to declines in revenue from basic fixed line and value added services (principally public phones and duct rental). FY 2005 ARPU declined 8.5 percent to Baht 493, due mainly to the continued migration of traffic from fixed to mobile services. Growth in the Consumer Broadband business helped preserve the fixed line subscriber base, adding 45,143 net new fixed line subscribers in FY 2005 and taking total subscribers to 1.99 million at year-end. DDN In FY 2005, DDN revenue increased 11.1 percent to Baht 1.1 billion due to a 13.5 percent increase in circuits billed to 10,216 as a result of increased marketing efforts, which offset a 5.5 percent decline in ARPU to Baht 10,411 (from Baht 11,014 in FY 2004). In 2005, True expanded its upcountry DDN network and began offering MPLS technology, which will help to grow its DDN business further.

TRUETO: Financial Status and Performance

107

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

WE PCT The launch of the Baht 300 package with Baht 3 per call tariff and free on-net calls, and a change of strategy to focus on families and students helped drive revenue growth at WE PCT in FY 2005. FY 2005 service revenue increased 10.3 percent to Baht 1.8 billion, as ARPU increased 18.7 percent to Baht 318 (from Baht 268 in FY 2004) with the new package. Including handset sales, WE PCT revenue increased 24.7 percent to Baht 2.2 billion in FY 2005. WE PCT’s subscriber base remained stable at 469,125 at year-end 2005 with subscriber losses slowing to only 3,721 (compared with 76,449 in FY 2004). True Move (formerly TA Orange) Despite a challenging year that included intense price competition in Q2 and a temporary shortage of available mobile phone numbers, True Move added 1.1 million net new subs in FY 2005 and expanded its subscriber base to 4.5 million – a 31.9 percent increase on 3.4 million subscribers at year-end 2004. Market share increased to 15.1 percent at year-end 2005 (from 12.8 percent at yearend 2004) and share in net adds increased to 33.8 percent (from 32.8 percent in FY 2004). True Move capped off the year with 358,689 net adds in Q4, reflecting a strong recovery from intense price competition in Q2. As a result, share in market net adds increased to 34.4 percent (from 9.5% in Q3). True Move’s full year net adds, however, were down compared with FY 2004 (1.6 million) due to the impact on the overall cellular market of the intense price competition in Q2 and a weaker economic situation. FY 2005 ARPU declined 10.1 percent to Baht 393, with prepaid ARPU down 7.8 percent and postpaid ARPU down 11.6 percent. True Move’s full year service revenue contribution increased 139.0 percent to Baht 19.5 billion, due to its improved performance and full consolidation since Q4, 2004. Non-voice revenues grew 136.2 percent in 2005 to Baht 1.3 billion, accounting for 6.8 percent of service revenue, up from 4.3 percent in 2004. GPRS subscribers more than doubled to approximately 800,000 at year-end 2005 (from 300,000 at year-end 2004). Ring back Tone subscribers reached 22 percent of total subscribers, above industry average, with approximately 970,000 subscribers signed up in the first twelve months. True Move had capacity for 5.6 million subscribers at year-end 2005, with 88 percent population coverage. We are increasing population coverage and expect to achieve 92 percent by mid-2006. This will put True Move’s network on par with a key competitor. True expects the Thai cellular market to add 4 million subscribers in 2006 and is targeting a one-third share of market net adds.

TRUETO: Financial Status and Performance

108

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Internet True group held the No. 1 ISP position with 716,763 total internet subscribers (incl. Consumer Broadband), down from 1.2 million at year-end 2004 due mainly to the transfer of dial-up into Broadband subscribers and a change in calculation of dial-up subscribers. Internet revenue increased 43.1 percent to Baht 1.3 billion aided by strong Consumer Broadband revenue growth. True also has the most extensive network of Wi-Fi hot spots, with 2,000 hot spots nationwide. Multimedia and Broadband Multimedia revenue increased 62.9 percent to Baht 2.3 billion, mainly from increased broadband revenue. Consumer Broadband revenue almost tripled (up 182.1 percent) in FY 2005 to Baht 2.0 billion (from Baht 725 million in FY 2004). With the expansion into the mass market, ARPU declined 29.7 percent but remained high at Baht 739. A majority portion of Consumer Broadband revenues for ADSL network access have been booked under the Multimedia segment (Baht 1,339 million in 2005, Baht 471 million in 2004), while the remainder, which relates to revenue from Internet access, has been recorded under the Internet segment. The True group added 135,547 net new Consumer Broadband subscribers during the year to 300,322, an increase of 82.3 percent on year-end 2004, giving the True group an 80 percent market share in the Bangkok Metropolitan Area. Factors behind the strong Consumer Broadband growth include: low barriers to entry through promotions offering free broadband modem and wireline connections; differentiation through higher service quality on Trueâ&#x20AC;&#x2122;s more modern and fiber-rich fixed line network; value added services, such as Wi-Fi; and rich content on Trueworld.net. Consolidated Balance Sheets and Cash Flows

(Unaudited)

FY 2005

FY 2004

% Change

(Baht in millions unless otherwise indicated) Balance Sheets Current assets Property, plant and equipment, net Total assets Current liabilities Long term borrowings Total liabilities Total shareholder's equity

28,957 71,975 108,058 32,465 74,984 107,751 307

Cash Flows Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Ending cash balance

11,604 (16,905) 9,214 8,328

TRUETO: Financial Status and Performance

19,803 75,674 102,625 16,314 79,971 97,888 4,738 7,381 (907) (4,821) 4,469

46.2 (4.9) 5.3 99.0 (6.2) 10.1 (93.5) 57.2 1,763.0 NM 86.4

109

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

FINANCIAL POSITON True’s consolidated assets amounted to Baht 108.1 billion as at December 2005, an increase of 5.3 percent (Baht 5.4 billion) on year-end 2004, due mainly to increases in cash and restricted cash to Baht 17.5 billion (from Baht 6.2 billion in 2004). This was due largely to the withdrawal of a bridging loan amounting to USD 291.1 million at the end of the year to fund the UBC acquisition. Trade accounts receivables (net) increased 5.9 percent on year-end 2004 to Baht 6.6 billion, due mainly to the expanded operations of True Move. The average collection period improved to 52 days in 2005, compared with 64 days in 2004. As at December 2005, the Company and a certain subsidiary recognized impairment losses for certain network assets in accordance with the Thai Accounting Standard in order to adjust the value of the asset to be consistent with its economic value. The impairment losses amounting to Baht 2.0 billion were recognized under “Other expenses” in the audited financial statements and were adjusted as non-recurring item for adjusted results. The impairment losses partly contributed to a decline in Property, Plant and Equipment to Baht 72.0 billion at the end of 2005 (from Baht 75.7 billion at the end of 2004). True’s consolidated liabilities increased Baht 9.9 billion to Baht 107.8 billion at yearend 2005 mainly from the bridging loan of USD 291.1 million (or Baht 12.0 billion) for the UBC acquisition. In December 2005, the Company’s subsidiary borrowed USD 291.1 million in bridging loans for the UBC acquisition, most of which was hedged. This bridging loan will be replaced by take-out financing of USD 191 million from UBC, while the remainder will be repaid by UBC cash, expected in Q2, 2006. Consolidated trade accounts payable and borrowings increased Baht 8.2 billion in FY 2005 to Baht 95.4 billion (before debt issuance cost), due to the bridging loan, which has increased short-term borrowing to Baht 13.2 billion. During the year 2005, True and its subsidiaries repaid Baht 4.5 billion in loans and long-term account payables. In addition, True’s debt was also reduced by Baht 1.2 billion from debt forgiveness following the settlement of Deferred Payment Notes and PCT debt restructuring. In the first quarter of 2005, True settled a portion of its Deferred Payment Notes, posting a gain of Baht 370 million. In the fourth quarter, the Company’s subsidiary completed PCT debt restructuring with a gain of Baht 801 million. True Move’s debts remained stable at Baht 32.8 billion, before debt issuance cost. Shareholders’ equity decreased from Baht 4.7 billion at year-end 2004 to Baht 307 million at year-end 2005. This was due to the Baht 4.3 billion full year net loss. Liquidity. True’s consolidated net cash flow from operations increased Baht 4.2 billion or 57.2 percent to Baht 11.6 billion due mainly to True Move. Free cash flows (cash flow from operations less capex) decreased Baht 2.1 billion to Baht 1.3 billion due to increase in capital expenditure (Baht 6.3 billion), mainly at True Move. During FY 2005, True and its subsidiaries invested in capex (property, plant and equipment) of Baht 10.3 billion, of which Baht 7.2 billion was at True Move. In addition, True and its subsidiaries also invested in computer software (Baht 101 million) and increased its investment in subsidiaries (Baht 514 million), mainly UBC. In FY 2005, True repaid Baht 4.5 billion in loans and long-term account payables, all of which was at nonTrue Move businesses. TRUETO: Financial Status and Performance

110

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The True group’s sources of funds included cash flows from operations, the issuance of new debt (Baht 1.7 billion) by subsidiaries and cash and cash equivalent carried forward from 2004 (Baht 7.6 billion, including short-term investments). True Move’s, expansion was funded by its internal cash flows and additional funding from True of Baht 1 billion. The UBC acquisition will be funded mainly by the bridging loan. Conclusion True’s financial position is improving with debt reducing and net debt to EBITDA ratios improving. EBITDA interest coverage ratio increased to 3.3 times, compared with 3.1 times in 2004. Our fixed line business continued to generate strong free cash flows (cash flows from operations less capex) of Baht 4.2 billion, providing a strong foundation for de-leveraging. True maintained its commitment to deleveraging with the consolidated net debt to EBITDA ratio declining to 4.9 times (from 6.1 times in FY 2004), excluding the bridging loan for the UBC acquisition. Excluding True Move, the net debt to EBITDA ratio declined to 4.3 times. True ended FY 2005 with cash and cash equivalents of Baht 17.5 billion, including approximately Baht 12.0 billion for the UBC acquisition. RECENT DEVELOPMENTS UBC Acquisition On November 4, 2005, True’s Board of Directors agreed to buy 231,121,441 shares or a 30.59 percent stake in United Broadcasting Corporation Public Company Limited (UBC) from MIH (UBC) HOLDINGS B.V. (MIH) at the total purchase price of USD 150 million (or approximately USD 0.649 per share). This triggered a tender offer for the remaining 205,055,929 UBC shares (a 27.14 percent shareholding) owned by the public. The price for the tender offer was set at Baht 26.50 per share. In addition, the Board agreed to buy all of MIH’s shares in MKSC, which owns a 40 percent stake in the Internet Service Provider KSC at a purchase price of USD 10,628,000, and all outstanding warrants relating to the Executive Stock Option Plan totaling 14,481,600 units from UBC employees at Baht 16.50 per unit. On December 13, 2005, UBC shareholders approved the delisting of the company from the SET, and True shareholders approved the acquisition. On January 6, 2006, K.I.N. (Thailand) Limited (“K.I.N.”), True’s subsidiary, purchased UBC shares from MIH at Baht 26.5 per share, and True Multimedia Co., Ltd (“TM”) purchased all 20,000 common shares of MKSC, including the seller’s rights as creditors under the loan. K.I.N later bought warrants from UBC employees. K.I.N. started the tender offer for UBC shares held by the public at Baht 26.50 per share on January 12, 2006. The tender offer will be completed on March 16, 2006 and the delisting of UBC is expected to be completed in the second quarter of 2006. As at the end of February 2006, True held an approximately 93 percent shareholding in UBC. UBC and MKSC became True’s subsidiaries and True will consolidate their results starting from the beginning of 2006. With the acquisition of UBC, True has taken a significant step forward in achieving its vision to become a fully integrated communications solutions provider and lifestyle enabler with leadership in voice, video and data services. TRUETO: Financial Status and Performance

111

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True wins arbitration claim against TOT on access charges On August 21, 2002, True filed an arbitration claim regarding a dispute arising from the wireline concession between the Company and TOT. The terms of the wireline concession provide that the Company is entitled to additional consideration from TOT if TOT provides or allows any third party to provide ‘special services’ over True’s network. On January 17, 2006, the Arbitration Tribunal ruled in favor of the Company. True is entitled to benefits derived from TOT’s provision of special services on True’s network, or from permission granted by TOT for other parties to provide special services on True’s network. As a result, TOT is required to pay the benefits accrued from the start of the concession to August 22, 2002, in the amount of Baht 9,175.8 million plus interest at a rate of 7.5 percent p.a. from August 22, 2002 until the payment is made, which must be within 60 days from the receipt of the arbitration award. From August 23, 2002, TOT must pay to True 50% of the benefits derived from mobile networks accessing True’s network. As of the date of writing, True had yet to decide whether to book the Arbitrators’ award in its accounts. TOT’s Board of Directors stated that they would challenge the Arbitration Tribunal’s award. Articles published in newspapers reported that TOT was investigating means to terminate True’s concession, claiming that True had breached the concession agreements. True responded that it had abided by the terms and conditions of the concession, and therefore there were no issues or grounds for TOT to terminate the concession contract. In addition, the concession agreement clearly states that any disputes between the concession grantor and the concessionaire are to be settled by the Arbitration Tribunal, whose ruling will be final. 12.5

Audit fees

1. Audit fees The company and subsidiaries paid for audit fees of Baht 14,936,158 for the year 2005 to the appointed auditing firm. 2. Other non-audit fees The Company paid for other non-audit fees, i.e. agree-upon procedures and tax consulting service to the appointed auditing firm. The fees of Baht 6,839,390 were paid during the year and the remaining fees of Baht 10,102,228 will be paid in the following year upon the completion of work.

TRUETO: Financial Status and Performance

112

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

13. OTHER RELATED INFORMATION

a) Investment in other company in the early of year 2006 1) United Broadcasting Corporation Public Company Limited (“UBC”) K.I.N. (Thailand) Limited (“K.I.N.”), a subsidiary of the Company, entered into the Share Purchase Agreement to purchase shares in UBC with MIH (UBC) Holdings B.V. (“MIH”). Pursuant to the said Share Purchase Agreement, K.I.N. would purchase 231,121,441 common shares of UBC from MIH, representing 30.58% of total issued shares of UBC at the price of USD 0.649 per share, totaling USD 150.00 million. As a result, the Company would indirectly owns 69.11% equity interest in UBC and UBC would become a subsidiary of the Company. K.I.N. submitted its Declaration of Intention to Make Tender Offer for Securities Form (247-3) for the remaining shares in UBC totaling 205,055,929 shares or 27.14% of UBC total paid-up capital at the offer price of Baht 26.50 per share. The tender offer period start from 12th January 2006 to 16th March 2006. 2) MKSC World Dot Com Co., Ltd. (“MKSC”) True Multimedia Co., Ltd. (“TM”), a subsidiary of the Company, entered into the Share Purchase Agreement to purchase shares in MKSC with M-WEB Thailand Holdings B.V. (“M-WEB Holdings”) and MWEB Thailand Limited (“MWEB Thailand”). Pursuant to the said Share Purchase Agreement, TM would purchase all 20,000 common shares of MKSC at par value of Baht 10 per share, representing a 100% equity interest in MKSC, from M-WEB Holdings and MWEB Thailand, including the taking of the assignment of the two sellers’ rights as the creditors under the loans, in the aggregate amount of USD 10,628,000. As a result, the Company would indirectly own 90.45% equity interest in MKSC and MKSC together with its subsidiaries would become subsidiaries of the Company. Resulting from the above transaction, the Company would indirectly own 4 subsidiaries of MKSC, namely Internet KSC Co., Ltd., Internet Knowledge Service Center Co., Ltd., Internet Shopping Mall Co., Ltd., and Online Advertising Gold Site Co., Ltd. 3) Establishment of 4 New Subsidiaries. The details are as follow: Company

Sky Office Co., Ltd. Samutprakan Media Corporation Co., Ltd. Chachoengsao Sky Network Co., Ltd. R & R COMMUNICATION Co., Ltd.

TRUETP: Other Related Information

Type of Business

Telecommunication Internet Services Telecommunication Telecommunication Telecommunication

Paid-up Capital (million Baht)

and

Services Services Services

1 1 1

113

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The said companies has registered capital and fully paid-up capital of Baht 1 million, which is divided into 10,000 shares with a par value of Baht 100 per share, in which the Company holds 99.9% of its total paid-up capital. b) The issuance and offering of warrants to purchase the Company’s common shares granted to directors and the employees at executives level of the Company and/or its subsidiaries (“ESOP 2006 Project”) On 23 February 2006, the Board of Directors of the Company approved the issuance and offering of warrants to purchase the Company’s common shares granted to directors and the employees at executives level of the Company and/or its subsidiaries (“ESOP 2006 Project”) in the total number not exceeding 36,051,007 units. In addition, the Board of Directors of the Company approved the reduction of the authorised share capital from Baht 46,774,214,840 to Baht 42,455,271,280 by cancelling the authorised common shares which were not yet issued totaling of 431,894,356 shares in order to be in accordance with the provision of the Public Limited Company Act. In addition, an increase of authorised share capital from Baht 42,455,271,280 to Baht 47,134,724,910 was approved by issuing 467,945,363 new common shares at a par value of Baht 10 each. The aforementioned matters shall be proposed to the Annual General Shareholders Meeting for the year 2006 further consideration and approval.

TRUETP: Other Related Information

114

Appendix 1

Mr. Narong Srisa-an

Name

Independent Director

Position

Age (year)

True Share Ownership (31/12/05) 10,000 shares -

Family Relationship

Education

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP)

Honorary Master Degree of Economics, Thammasat University

DIRECTORSâ&#x20AC;&#x2122; INFORMATION (AS OF 31ST DECEMBER 2005)

True Corporation Public Company Limited

115

1998-Present Independent Director True Corporation Public Company Limited Present Vice Chairman and Vice Executive Chairman Thai Beverage Public Company Limited Vice Chairman and Executive Chairman Beer Thai (1991) Public Company Limited Chairman, Thai Alcohol Public Company Limited Chairman, Sura Banyeekhan Company Limited Chairman, Athimart Company Limited Chairman, S.S. karnsura Company Limited Chairman, Kankwan Company Limited Chairman, Theparunotai Company Limited Chairman, Bionic Humus Company Limited Chairman, Maharas Agri Company Limited Chairman, Thai Molasses Company Limited Chairman, Additive Food Company Limited Chairman, Pan International (Thailand) Company Limited Chairman, Charun Business 52 Company Limited Chairman, Thai Cooperage Company Limited Chairman, Dhanasindhi Company Limited Chairman, Bangna Logistic Company Limited Chairman of Executive Board, Thai Beverage Can Limited Vice Chairman and Vice Chairman of Executive Board, Berli Jucker Publi Company Limited Chairman, BJC Cellox Limited Chairman, BJC Foods Limited Chairman, Berli Jucker Logistics Limited Chairman, Rubia Industries Limited Chairman, Thai Glass Industries Public Company Limited Chairman, Thanakorn Vegetable Oil Products Company Limited Chairman, Prida Pramote Company Limited Chairman, Advance Agro Public Company Limited Chairman, Eastern Seaboard Industrial Estate (Rayong) Company Limited Chairman of Executive Board, Siam Food Products Public Company Limited Vice Chairman, General Tobacco Company Limited Executive Director, Com-link Company Limited

Experience

Annual Registration Statements (Report Form 56-1)

Independent Director and Chairman of the Audit Committee

Independent Director and Member of the Audit Committee

Mr. Vitthya Vejjajiva

Dr. Kosol Petchsuwan

Appendix 1

Position

Name

Age (year)

True Share Ownership (31/12/05)

True Corporation Public Company Limited

Family Relationship

1998-Present Independent Director and Chairman of the Audit Committee, True Corporation Public Company Limited Chairman K Line (Thailand) Company Limited and its subsidiaries 1991-1992 Permanent Secretary of the Ministry of Foreign Affairs 1988 Ambassador Extraordinary and Plenipotentiary of the United States of America 1984 Ambassador Extraordinary and Plenipotentiary of Belgium and the European Community 1981 Ambassador Extraordinary and Plenipotentiary of Canada 1979 Director, General of Department of Economic Affairs

Experience

116

Related training programs held by the Thai Institute of Directors Association (IOD) - Chairman 2000 Doctorate of Engineering, 1999-Present Independent Director and Member of the Audit Committee University of London, England True Corporation Public Company Limited 2004-Present Independent Director and Chairman of the Audit Committee Bachelor of Engineering, ACL Bank Public Company Limited University of London, England 2001-Present Director, Mahidol Wittayanusorn School (Public Organization) President, The Telecommunications Association of Thailand 2001-2005 Related training programs held by the Thai Institute of Directors Association under Royal Patronage (IOD) 2000-2001 Chairman, The Aeronautical Radio of Thailand Limited - Director Accreditation Program (DAP) 1986-1992 Rector, King Mongkutâ&#x20AC;&#x2122;s Institute of Technology Ladkrabang - Audit Committee Program (ACP) - Chairman 2000

English Barrister Grayâ&#x20AC;&#x2122;s Inn Association

Bachelor of Laws University of Cambridge, London

Master Degree of Arts University of Cambridge, London

Master Degree of Laws Harvard University, U.S.A.

Education

Annual Registration Statements (Report Form 56-1)

Independent Director and Member of the Audit Committee

Chairman

Vice Chairman

Mr. Joti Bhokavanij

Mr. Dhanin Chearavanont

Mr. Sumet Jiaravanon

Appendix 1

Position

Name

Age (year)

Mr. Supachai’s and Mr. Soopakij’s father

Family Relationship

Education

Present

1999-Present Independent Director and member of the Audit Committee True Corporation Public Company Limited 2002-Present Director, True Move Company Limited 2004-Present Chief Executive Officer ACL Bank Public Company Limited Executive Chairman, TISCO Finance Public Company Limited 2000-2001 President & CEO, Thai Wah Group of Companies 1994-1997 1992-1994 Managing Director and Consul-General of Denmark for Bangkok The East Asiatic Company (Thailand) Limited

Experience

Annual Registration Statements (Report Form 56-1)

1993-Present Vice Chairman, True Corporation Public Company Limited Executive Chairman, Charoen Pokphand Group Company Limited

117

Chairman, True Corporation Public Company Limited and its subsidiaries 2000-Present Chairman, True Move Company Limited Chairman and Chief Executive Officer, Charoen Pokphand Group Company Limited and its subsidiaries Chairman, Charoen Pokphand Foods Public Company Limited and its subsidiaries Related training programs held by the Thai Institute of Directors Association Chairman, C.P. Seven Eleven Public Company Limited and (IOD) its subsidiaries - Director Accreditation Program (DAP) Honorary Chairman, Siam Makro Public Company Limited

Commercial School Hong Kong Shantou Secondary School The People’s Republic of China National Defence College

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP) - Chairman 2000

Marketing Management Programme, Stanford University, Graduate School of Business, U.S.A.

Programme for Management Development, Harvard Business School, U.S.A.

Fellow of the Association of Chartered Certified Accountants, England

150,000 shares Mr.Chatchaval’s father Secondary School Sarasitphitayalai, Ratchaburi

True Share Ownership (31/12/05) -

True Corporation Public Company Limited

Appendix 1

Vice Chairman

Dr. Ajva Taulananda

Mr. Chaleo Souvannakitti

Position

Name

Age (year)

3,500,000 shares

True Share Ownership (31/12/05)

True Corporation Public Company Limited

Family Relationship

Bachelor of Accounting The faculty of Commerce and Accountancy, Chulalongkorn University

Master Degree of Business Administration Indiana University, U.S.A.

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP) - Chairman 2000 - Director Certification Program (DCP)

Special Certificate: Public â&#x20AC;&#x201C; Private joint defence curricum, Class 1 The National Defence College of Thailand

Bachelor of Industrial Engineering, Chulalongkorn University

Master Degree of Industrial Engineering, Iowa State of University, U.S.A.

Doctorate of Industrial Engineering and System, Illinois Institute of Technology,U.S.A.

Honorary Doctorate of Engineering Chulalongkorn University

Honorary Doctorate of Engineering Ramkhamhaeng University

Education

1992Present

1991-1992

1993-1999

Vice Chairman, Charoen Pokphand Group Company Limited

Present

Vice Chairman, True Corporation Public Company Limited Director, Telecom Holding Company Limited

Deputy Minister, Ministry of Agriculture and Cooperatives

Limited

Director and President, True Corporation Public Company

118

The Thai Chamber of Commerce and Board of Trade of Thailand

Honorary Chairman

Vice Chairman, True Corporation Public Company Limited

1992-

Experience

Annual Registration Statements (Report Form 56-1)

Appendix 1

* Authorized Signatory

Director, President and Chief Executive Officer

Vice Chairman and Group General Counsel

Mr. Athueck Asvanund*

Mr. Supachai Chearavanont*

Position

Name

Age (year)

1,240,000 shares

True Share Ownership (31/12/05) 673,823 shares

True Corporation Public Company Limited

Education

1997-Present

Administration in Financial

2001-Present 1992- 1999

1999-Present

1978-1997 Present

Related training programs held by the Thai Institute of Directors Association (IOD) 2002-Present - Director Accreditation Program (DAP) Present 2001-2006

Bachelor of Laws (Honours), Thammasat University

Master Degree of Laws, specialized in International Legal Studies New York University, U.S.A.

Dhaninâ&#x20AC;&#x2122;s son Bachelor of Business Supakijâ&#x20AC;&#x2122;s younger Management brother Boston University, U.S.A.

Family Relationship

Director, President and Chief Executive Officer True Corporation Public Company Limited Director and CEO, True Move Company Limited Director and Senior Executive Vice President True Corporation Public Company Limited

119

Vice Chairman and Group General Counsel, True Corporation Public Company Limited and its subsidiaries Group General Counsel, Charoen Pokphand Group Company Limited and its subsidiaries Advisor to the Board of Directors, C.P. Seven Eleven Public Company Limited Director, United Broadcasting Corporation Public Company Limited and its subsidiaries Director, True Move Company Limited Director, Aqua-Agri Foods International, Inc. Associate Judge, Central Intellectual Property and International Trade Court Baker & McKenzie Part-time Lecturer, Business Law, Faculty of Law, Chulalongkorn University

Experience

Annual Registration Statements (Report Form 56-1)

Director and Managing Director Group Investment

Mr. Chatchaval Jiaravanon*

Appendix 1

* Authorized Signatory

Director

Position

Mr. Soopakij Chearavanont*

Name

Age (year)

True Share Ownership (31/12/05) -

True Corporation Public Company Limited

Mr.Sumet’s son

Dhanin’s son Supachai’s elder brother

Family Relationship

2001-Present

1993-Present

Present

1992-Present 1990-Present

Related training programs held by the Thai Institute of Directors Association 2000-Present (IOD) 1998-Present - Director Accreditation Program (DAP) 1997-Present

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

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

Education

Director, True Corporation Public Company Limited Co-Chairman, Shanghai Kinghill Limited – Super Brand Mall Chairman, Lucent Network Technology (Thailand) Limited Chairman, Chia Tai Enterprises International Limited Chairman, United Broadcasting Corporation Public Company Limited Executive Chairman, Telecom Holding Company Limited Chief Executive Officer, Real Estate & Land Development Business (China), Charoen Pokphand Group Company Limited Vice Chairman, Automotive industrial Products and Finance Business, Charoen Pokphand Group Company Limited Vice Chairman, Real Estate and Land Development Business (Thailand) Charoen Pokphad Group Company Limited Vice Chairman, Marketing and Distribution Business (China), Charoen Pokphand Group Company Limited Director, C.P. Seven Eleven Public Company Limited Director, True Move Company Limited Director and Managing Director-Group Investment True Corporation Public Company Limited Director and member of Audit Committee Ticon Industrial Connection Public Company Limited President and C.E.O., Telecom Holding Company Limited Executive Chairman, Cambodia Mobile Telephone Company Limited C.E.O., True Multimedia Company Limited True Internet Company Limited Asia Infonet Company Limited Director, Thai Kodama Company Limited Director , Metro Machinery Public Company Limited

Experience

Annual Registration Statements (Report Form 56-1)

120

Appendix 1

Mr. Heinrich Heims

Mr. Umroong Sanphasitvong

Mr. Vichaow Rakphongphairoj*

Name

Director

Director Managing Director and Chief Operating Officer

Position

Age (year)

234,000 shares

True Share Ownership (31/12/05)

True Corporation Public Company Limited

Family Relationship

Experience

Studies at the Freie University Berlin, with State Examination.(Graduate in Economics)

Abitur at Schiller Gymnasium, Hameln. Studies at the Freie University Berlin : Educational Sciences.

- Director Certification Program (DCP)

Related training programs held by the Thai Institute of Directors Association (IOD)

Bachelor of Accounting, Thammasat University

Master Degree of Accounting, Thammasat University

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

121

2000-Present Director, True Corporation Public Company Limited 2002- Present Director, True Move Company Limited 2004-Present COO and Member of the Board of Managing Directors of KfW IPEX-Bank 1998-Present Senior Vice President - Export and Project Finance KfW 1978-1998 Export Finance, KfW

2001-Present Director, True Corporation Public Company Limited Present Deputy Group CFO, Charoen Pokphand Group Company Limited Director, C.P. Seven Eleven Public Company Limited Director, Ayudhya Allianz C.P. Public Company Limited Director, CPPC Public Company Limited

2000-Present Director, Managing Director and Chief Operating Officer True Corporation Public Company Limited 1998-2000 E.V.P., Business & Enterprise True Corporation Public Company Limited Master Degree of Electrical Engineering 1997-1998 E.V.P., Central Operation & Information Technology University of Wisconsin, U.S.A. True Corporation Public Company Limited 1996-1997 Region Director, Bangkok-Southeast Region Bachelor of Electrical Engineering True Corporation Public Company Limited Arizona State University, U.S.A. 1995-1996 Region Director, Bangkok-West Region True Corporation Public Company Limited Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP)

Education

Annual Registration Statements (Report Form 56-1)

Director

Mr. Harald Link

Dr. Lee G. Lam

Appendix 1

Position

Director

Name

* Authorized Signatory

Mr. Andreas Klocke

Age (year)

True Corporation Public Company Limited

50,000 shares

TRUE Share Ownership (31/12/05)

Family Relationship

Education

Post-graduate Diploma in English and Hong Kong Law from the Manchester Metropolitan University

Post-graduate Diploma of Public Administration from Carleton University, Canada

Bachelor of Sciences and Mathematics from the University of Ottawa, Canada

Master Degree of Systems Science and MBA from the University of Ottawa, Canada

Doctorate of Philosophy from the University of Hong Kong

MBA, St. Gallen University, Switzerland

DIPLOMA VOLKSWIRT University of Hamburg, Germany

M.A. International Relations, University of KANSAS, U.S.A.

2003-Present Director True Corporation Public Company Limited President & CEO / Vice Chairman of the Board Chia Tai Enterprises International Limited Managing Director 2001-2003 BOC International Holdings Limited (“BOCI”) Executive Director 1999-2001 Singapore Technologies Telemedia Partner-in-charge, Heidrick & Struggles 1998-1999 President & CEO 1996-1998 Millicom International Cellular Asia Pacific Operations Managing Partner, A.T. Kearney, Inc. 1993-1995 General Manager, Cable & Wireless/Hongkong Telecom 1989-1993 Senior Executive, Bell Canada 1981-1989

2000-Present Director, True Corporation Public Company Limited 1987-Present Managing Partner, B. Grimm & Co. R.O.P. Chairman, B. Grimm Group of Companies 1981-1986 Director, Executive Committee B. Grimm & Co. R.O.P. 1979-1980 Assistant to Managing Partner B. Grimm & Co. R.O.P.

Experience

122

2000-Present Director, True Corporation Public Company Limited Present Head of KfW’s South-East Asia Regional office in Bangkok in Charge of KfW Affairs in Thailand and South- East Asia Region

Annual Registration Statements (Report Form 56-1)

Director Managing Director and Chief Operating Officer

Mr. Vichaow Rakphongphairoj

Appendix 1

Director, President and Chief Executive Officer

Position

Mr. Supachai Chearavanont

Name

Age (year)

1,240,000 shares

True Share Ownership (31/12/05)

Administration in Financial

Education

1999-Present Director, President and Chief Executive Officer True Corporation Public Company Limited 2001-Present Director and CEO, True Move Company Limited 1992- 1999 Director and Senior Executive Vice President True Corporation Public Company Limited

Experience

Annual Registration Statements (Report Form 56-1)

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

2000-Present Director, Managing Director and Chief Operating Officer True Corporation Public Company Limited E.V.P., Business & Enterprise 1998-2000 True Corporation Public Company Limited Master Degree of Electrical Engineering E.V.P., Central Operation & Information Technology 1997-1998 University of Wisconsin, U.S.A. True Corporation Public Company Limited Region Director, Bangkok-Southeast Region 1996-1997 Bachelor of Electrical Engineering True Corporation Public Company Limited Arizona State University, U.S.A. 1995-1996 Region Director, Bangkok-West Region True Corporation Public Company Limited Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP)

Dhanin’s son Bachelor of Business Supakij’s younger Management brother Boston University, U.S.A.

Family Relationship

Executive Officers’ Information (As of 31st December 2005)

True Corporation Public Company Limited

123

Vice Chairman and Group General Counsel

Mr. Athueck Asvanund

Appendix 1

Position

Director and Managing Director Group Investment

Position

Name

Mr. Chatchaval Jiaravanon

Name

Age (year)

True Share Ownership (31/12/05) 673,823 shares

True Share Ownership (31/12/05) -

True Corporation Public Company Limited

Family Relationship

Experience

Education

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

1978-1997 Present

Related training programs held by the Thai Institute of Directors Association (IOD) 2002-Present - Director Accreditation Program (DAP) Present 2001-2006

Bachelor of Laws (Honours), Thammasat University

1997-Present

124

Experience

1993-Present Director and Managing Director-Group Investment True Corporation Public Company Limited 2001-Present Director and member of Audit Committee Ticon Industrial Connection Public Company Limited Related training programs held by the Thai Institute of Directors Association 2000-Present President and C.E.O., Telecom Holding Company Limited (IOD) 1998-Present Executive Chairman, Cambodia Mobile Telephone Company - Director Accreditation Program (DAP) 1997-Present Limited C.E.O., True Multimedia Company Limited True Internet Company Limited 1992-Present Asia Infonet Company Limited 1990-Present Director, Thai Kodama Company Limited Director , Metro Machinery Public Company Limited

Education

Master Degree of Laws, specialized in International Legal Studies New York University, U.S.A.

Mr.Sumetâ&#x20AC;&#x2122;s son

Family Relationship

Annual Registration Statements (Report Form 56-1)

Appendix 1

Mr. Songtham Phianpattanawit

Name

Mr. Adhiruth Thothaveesansuk

Mr. William Harris

Name

True Share Ownership (31/12/05)

True Share Ownership (31/12/05) 700 Shares

252,612 shares

Age (year)

Managing Director Corporate Solution, Wholesales & Data

Position

Managing Director Office / SME Solution & Wireless Access

Chief Financial Officer

Position

True Corporation Public Company Limited

Education

2003-Present

1993-1998

1998-2000

2001-Present

Bachelor of Science (Computer Science) University of South Alabama, U.S.A.

Education

1998

2001-2002 2000

2001-2003

Present

2002 Related training programs held by the Thai Institute of Directors Association 2001 1998-2002 (IOD) 1998-2001 - Director Certification Program (DCP)

Bachelor of Industrial Management, Thammasat University

Master Degree of Finance & Marketing, Indiana University of Pennsylvania, U.S.A.

Bachelor of Science in Economics, Wharton School of the University of Pennsylvania

Master Degree of Business Administration, Major in Finance and Marketing, Wharton School of the University of Pennsylvania

Family Relationship

Managing Director - Corporate Solution ,Wholesales & Data True Corporation Public Company Limited Executive Director â&#x20AC;&#x201C; Corporate Solution True Move Company Limited Acting President, True Multimedia Company Limited Acting President, Wire & Wireless Company Limited President, True Internet Data Center Company Limited Executive Committee, Pantavanij Company Limited Director, Freewill Solution Company Limited Country General Manager / MD, IBM Thailand Company Limited Chairman, IBM Solution Delivery Company Limited 125 Director, IBM Storage Product Thailand Company Limited Director - Sales & Marketing, IBM Thailand Company Limited Country - Manager System Sales, IBM Thailand Company Limited

Experience

Chief Financial Officer True Corporation Public Company Limited Executive Vice President - Corporate Finance True Corporation Public Company Limited Director Credit Policy, Verizon Communications, Philadelphia Managing Director, Office / SME Solution & Wireless Access True Corporation Public Company Limited Acting President, Asia Wireless Communication Company Limited President, True Money Company Limited Director, United Broadcasting Corporation Public Company Limited Chief Commercial Officer, TA Orange Company Limited Executive Vice President, True Corporation Public Company Limited General Manager, Wire & Wireless Company Limited President, Asia Wireless Communication Company Limited

Experience

Annual Registration Statements (Report Form 56-1)

Appendix 1

1. Mr. Dhanin

Name

Chearavanont

True

Telecom Holding

Telecom Inter

True Lifestyle

True Fleet

True Properties

AWC

Asia Infonet Asia DBS

Subsidiaries/Associated Companies True Multimedia True Internet True Money True Touch W&W

TEMCO TT&D

1997-1999

1992-2000

1999-2003 2001-2002

BITCO /

Managing Director - Home / Consumer Solution & Highspeed Access True Corporation Public Company Limited Executive Vice President, Loxley Public Company Limited President & CEO Hutchison CAT Wireless Multimedia Company Limited President & CEO Hutchison Telecommunications (Thailand) Company Limited First Senior Vice President Loxley Public Company Limited

True Move

Present

UBC

K.I.N. <BVI>

Nilubon <BVI>

Bachelor Degree of Engineering (Electrical) King Mongkutâ&#x20AC;&#x2122;s Institute of Technology, Ladkrabang Campus

True - IDC

Information of Directors and Executive Officers (As of 31st December 2005)

NTU

TSC

NEC

Managing Director Home / Consumer Solution & Highspeed Access

ARM

Mr. Thiti Nantapatsiri

NC True

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP)

True DE

Annual Registration Statements (Report Form 56-1)

True Distribution

True Corporation Public Company Limited

126

Song Dao

K.I.N.

* C

Petchsuwan *

6. Dr. Kosol

Asvanund

Heims

Klocke

Link

Rakphongphairoj

Sanphasitvong

Lam

12. Mr. Athueck

13. Mr. Heinrich

14. Mr. Andreas

15. Mr. Harald

16. Mr. Vichaow

17. Mr. Umroong

18. Dr. Lee G.

True Properties Co., Ltd.

Tele Engineering and Services Co., Ltd.

True Properties

Appendix 1

= Vice Chairman

Full Name

Telecom Holding Co., Ltd.

Telecom Holding

True Corporation Public Company Limited

True

Abbreviation

Remark:

Independent Director = Chairman

Vejjajiva *

11. Mr. Vitthya

Remark:

Chearavanont

Srisa-an *

9. Mr. Supachai

10. Mr. Narong

Jiaravanon

Taulananda

5. Dr. Ajva

Chearavanont

Souvannakitti

4. Mr. Chaleo

8. Mr. Soopakij

Bhokavanij*

3. Mr. Joti

7. Mr. Chatchaval

Jiaravanon

2. Mr. Sumet

True Corporation Public Company Limited

True DE

True Digital Entertainment Co., Ltd.

True Internet Data Center Co., Ltd.

True â&#x20AC;&#x201C; IDC

Full Name Asia Wireless Communication Co., Ltd.

True Multimedia Co., Ltd.

True Multimedia

Abbreviation

= Director

AWC

Annual Registration Statements (Report Form 56-1)

127

True Lifestyle Retail Co., Ltd. (Formerly named 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.

Wire & Wireless Co., Ltd.

True Touch Co., Ltd. (Formerly named U-Net Co., Ltd.)

True Money Co., Ltd. (Formerly named T Pay Co., Ltd.)

True Internet Co., Ltd.

Asia DBS Public Company Limited

Asia Infonet Co., Ltd.

True Lifestyle

Telecom Inter

K.I.N.

TT&D

TEMCO

W&W

True Touch

True Money

True Internet

Asia DBS

Asia Infonet

Appendix 1

True Fleet Management Co., Ltd.

True Fleet

True Corporation Public Company Limited

Song Dao

True Distribution

NC True

ARM

NEC

TSC

NTU

UBC

True Move

BITCO

K.I.N. <BVI>

Nilubon <BVI>

Song Dao Co., Ltd.

True Distribution and Sale Co., Ltd. (Formerly named Ta Orange Retail Co., Ltd.)

NC True Co., Ltd.

Asia Remanufacturing Industries Co., Ltd.

NEC Corporation (Thailand) Co., Ltd.

Thai Smart Card Co., Ltd.

N.T.U. (Thailand) Limited

United Broadcasting Corporation Public Company Limited

True Move Co., Ltd. (Formerly named TA Orange Co., Ltd.)

Bangkok Inter Teletech Public Company Limited

K.I.N. (Thailand) Co.,Ltd. (Registerred at BVI)

Nilubon Co.,Ltd. (Registerred at BVI)

Annual Registration Statements (Report Form 56-1)

128

Bussadegarn

Vimolvanich

23. Mr. Kashem

24. Mr. Taj

25. Mr. Vallobh

Appendix 2

= Director

Kornseri

22. Mr. Ong-ard

Remark:

Nantapatsiri

Prapakamol

21. Mr. Thiti

Phianpattanawit

20. Mr. Songtham

Thothaveesansuk

17. Mr. Adhiruth

Wuttisarn

Ourrat

16. Mr. Wasan

Rakvisitwong

Termwattana

15. Ms. Duangporn

19. Mr. Visit

Nakbutr

14. Mr. Thavorn

18. Mrs. Thippawan

Dej-Udom

Wongthongsri

Harris

11. Mr. William

13. Mr. Thanachai

Khasemsri

10. Maj.Gen.M.R.Suphawat

12. Mr. Noppadol

Methidol

Laus

9. Mr. Rolf Herman

Mekpaiboonvatana

7. Mr. Anat

8. Mr. Surapol

Chatupparisoot

Navikapol

4. Mr. Montree

Chiarawanont

Kraprayoon

3. Gen. Suchinda

6. Mr. Khachorn

Arunanondchai

2. Mr. Sunthorn

5. Mr. Chaturong

Tieanworn

1. Mr. Min

Name

Telecom Holding

True Properties

True Fleet /

True Lifestyle /

K.I.N. /

TT&D /

TEMCO /

W&W /

True Touch /

True Money /

Asia DBS /

Asia Infonet

Subsidiaries Companies

AWC

Information of Directors of Subsidiaries (As of 31st December 2005)

True Multimedia True - IDC /

True DE /

Nilubon <BVI> /

BITCO /

True Move /

UBC /

ARM /

NC True /

128

Annual Registration Statements (Report Form 56-1)

True Distribution NEC

TSC

NTU

True Corporation Public Company Limited

Song Dao

K.I.N. <BVI>

True Internet

Telecom Inter

Thibaud

50. Mr. Jean Micheals

Appendix 2

= Director

Kusaka

49. Mr. Kiyofumi

Chimada

48. Mr. Takeo

Remark:

Ikarachi

Arika

Hidenori

45. Mr. Kuji

47. Mr. Akihisa

Tanaka

44. Mr. Ri-eki

46. Mr. Jin

Bun-akad

Chairasamisak

37. Mr. Kosak

43. Mrs. Urairat

Suebkha

36. Mr. Prasart

Martrakul

Kasemset

35. Mr. Damrong

42. Mr. Prakorn

Kusumarasananant

34. Mr. Songrit

Rujisumphan

Pinkayan

33. Mr. Subin

41. Mr. Suttisak

Supsunthornkul

32. Mr. Sahai

Palalikit

Dulyachinda

31. Mrs. Phenthippha

40. Mr. Surat

Youkong

30. Mrs. Aranrat

Pakkasem

Tantisunthorn

29. Mr. Visit

Seriwong

Theron

28. Mr. Francois David

39. Mrs. Preeprem

Jarumilin

27. Mr. Sompan

38. Mr. Pisit

Snook

26. Mr. Hans Roger

Name True Multimedia

AWC

Asia Infonet

Asia DBS

True Fleet

True Properties

Telecom Holding

Subsidiaries Companies

BITCO

Information of Directors of Subsidiaries (As of 31st December 2005)

True Move UBC /

NTU /

TSC /

NEC /

129

Annual Registration Statements (Report Form 56-1)

True Distribution NC True ARM

True Corporation Public Company Limited

Song Dao

K.I.N. <BVI>

Nilubon <BVI>

True DE

True - IDC

True Internet

True Money

True Touch

W&W

TEMCO

TT&D

K.I.N.

Telecom Inter

True Lifestyle

Kaewprasit

Kamberland

Smith

Len

Jinsit

Singchinsuk

65. Gen. Boonlert

66. Mr. Terrence Michel

67. Mr. Bearry Michel

68. Mr. David George

69. Mr. Sarit

70. Mr. Daecha

Phukrithayakamee

Lee

73. Mr. Papon

74. Mr. Ongard

75. Mr. Jay Ho

Appendix 2

= Director

Ratanachaikanont

72. Mr. Wanniwat

Remark:

Limsuansub

Srikraivin

71. Mr. Supoj

Wisityothin

Pattanaanek

62. Mr. Somsak

Thongtham

Pureetip

61. Mr. Thaweechai

64. Col. M.L. Pongchomphunuch

Khunvasi

60. Mr. Vasu

63. Mrs. Kamonrat

Chu

Suwanwat

56. Mr. Watcharin

59. Mr. Lim-ong

Kim

55. Ms. Su Jin

Bunajinda

Chung

54. Mr. Christopher Dong

Chang

Kim

53. Mr. Taek Jin

58. Mr. Choi Byung

Chulawattanatol

52. Mr. Montree

57. Mr. Khanchit

Goodier

51. Mr. Carl

Name True Lifestyle /

True Touch /

Asia Infonet

Asia DBS

True Fleet

True Properties

Telecom Holding

Subsidiaries Companies

AWC

Information of Directors of Subsidiaries (As of 31st December 2005)

True Multimedia True - IDC /

True Move /

UBC /

NTU /

ARM /

NC True /

130

Annual Registration Statements (Report Form 56-1)

True Distribution NEC

TSC

True Corporation Public Company Limited

Song Dao

BITCO

K.I.N. <BVI>

Nilubon <BVI>

True DE

True Internet

True Money

W&W

TEMCO

TT&D

K.I.N.

Telecom Inter

True Properties Co., Ltd.

Tele Engineering and Services Co., Ltd.

True Fleet Management Co., Ltd.

True Lifestyle Retail Co., Ltd. (Formerly named 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.

Wire & Wireless Co., Ltd.

True Touch Co., Ltd. (Formerly named U-Net Co., Ltd.)

True Money Co., Ltd. (Formerly named T Pay Co., Ltd.)

True Internet Co., Ltd.

Asia DBS Public Company Limited

Asia Infonet Co., Ltd.

Asia Wireless Communication Co., Ltd.

True Properties

True Fleet

True Lifestyle

Telecom Inter

K.I.N.

TT&D

TEMCO

W&W

True Touch

True Money

True Internet

Asia DBS

Asia Infonet

AWC

Appendix 2

Telecom Holding Co., Ltd.

Full Name

Telecom Holding

Abbreviation

Remark:

True Corporation Public Company Limited

Song Dao

True Distribution

NC True

ARM

NEC

TSC

NTU

UBC

True Move

Song Dao Co., Ltd.

True Distribution and Sale Co., Ltd. (Formerly named Ta Orange Retail Co., Ltd.)

NC True Co., Ltd.

Asia Remanufacturing Industries Co., Ltd.

NEC Corporation (Thailand) Co., Ltd.

Thai Smart Card Co., Ltd.

N.T.U. (Thailand) Limited

United Broadcasting Corporation Public Company Limited

True Move Co., Ltd. (Formerly named TA Orange Co., Ltd.)

Bangkok Inter Teletech Public Company Limited

K.I.N. (Thailand) Co.,Ltd. (Registerred at BVI)

K.I.N. <BVI> BITCO

Nilubon Co.,Ltd. (Registerred at BVI)

True Digital Entertainment Co., Ltd.

True Internet Data Center Co., Ltd.

True Multimedia Co., Ltd.

Full Name

Nilubon <BVI>

True DE

True â&#x20AC;&#x201C; IDC

True Multimedia

Abbreviation

131

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) PART III ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Executive Directors and Chief Financial Officer

â&#x20AC;&#x153;I have reviewed the information in this Annual Registration Statements with due care in a capacity as an Executive Director or Chief Accounting Officer of the Company and hereby certify that said information is accurate or complete, not untrue, misleading or missing such material information that otherwise should inform. In addition, I hereby certify that (1)

The financial statements and financial information as summarized in the Annual Registration Statements are complete and accurate and represent material information regarding financial position, operating results and cash flow of the Company and its subsidiaries;

(2)

I am responsible for arranging for the Company to have a good information disclosure system to ensure that the Company has disclosed material information of both the Company and its subsidiaries in a complete and accurate manner and for ensuring compliance with the said system;

(3)

I am responsible for arranging for the Company to have a good internal controls system and for ensuring compliance with the said system, and I have already informed the auditor and the Audit Committee of the Company the information with respect to the evaluation of the internal controls system as of 15th February 2006 which covers such defects and major changes of the internal controls system, including wrongful acts that may affect the preparation of financial reports of the Company and its subsidiaries.

To witness that all documents that I have certified are those same set of documents, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not certified the information contained in such documents.â&#x20AC;?

Correct Certification of Disclosed Information

132

True Corporation Public Company Limited

Name

Annual Registration Statements (Report Form 56-1)

Title

Signature

1. Mr. Supachai Chearavanont

Director, President and Chief Executive Officer

………………………

2. Mr. Vichaow

Director, Managing Director and Chief Operating Officer

………………………

3. Mr. Chatchaval Jiaravanon

Director and Managing Director Group Investment

………………………

4. Mr. Athueck

Asvanund

Vice Chairman, Group General Counsel and Acting Company Secretary

………………………

5. Mr.William

Harris

Chief Financial Officer

………………………

Rakphongphairoj

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

133

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

“I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Narong

Title

Srisa-an

Signature

Independent Director

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Deputy Company Secretary

………………………

Mrs. Rangsinee Sujaritsunchai

Correct Certification of Disclosed Information

134

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Vitthya

Title

Vejjajiva

Signature

Independent Director and Chairman of the Audit Committee

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Deputy Company Secretary

………………………

Mrs. Rangsinee Sujaritsunchai

Correct Certification of Disclosed Information

135

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Dr. Kosol

Title

Petchsuwan

Signature

Independent Director and ……………………… Member of the Audit Committee

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

136

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Joti

Title

Bhokavanij

Signature

Independent Director and Member of the Audit Committee

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Deputy Company Secretary

………………………

Mrs. Rangsinee Sujaritsunchai

Correct Certification of Disclosed Information

137

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Dhanin

Title

Chearavanont

Chairman

Signature

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

138

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Sumet

Title

Jiaravanon

Signature

Vice Chairman

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

139

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Dr. Ajva

Title

Taulananda

Vice Chairman

Signature

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

140

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Chaleo

Title

Souvannakitti

Signature

Vice Chairman

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

141

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Soopakij

Title

Chearavanont

Signature

Director

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

142

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Umroong

Title

Sanphasitvong

Signature

Director

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

143

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Heinrich

Title

Heims

Signature

Director

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

144

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Title

Mr. Andreas Klocke

Signature

Director

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

145

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Mr. Harald

Title

Link

Signature

Director

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

146

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION

Acknowledgement of the correctness of the information by the Non-Executive Directors

Name

Title

Dr. Lee G. Lam

Signature

Director

………………………

Authorized Person

Dr. Pishnu

Suntharanund

Director Treasurer

………………………

Mr. Thanit

Vinijsorn

Director Accounting

………………………

Mrs. Rangsinee

Sujaritsunchai

Deputy Company Secretary

………………………

Correct Certification of Disclosed Information

147